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Executives

Roger Penske – CEO

Robert O’Shaughnessy – EVP & CFO

JD Carlson – Controller

Anthony Pordon - SVP

Analysts

Matt Nemer - Thomas Weisel

Richard Nelson - Stephens, Inc.

Matt Fassler - Goldman Sachs

Rich Kwas - Wachovia

Joe Amaturo - Buckingham Research

John Murphy - Banc of America/Merrill Lynch

Scott Stember - Sidoti & Company

Jonathan Chin – Private Management Group

Penske Automotive Group, Inc. (PAG) Q1 2009 Earnings Call May 5, 2009 2:00 PM ET

Operator

Welcome to the Penske Automotive Group first quarter 2009 earnings conference call. The call today is being recorded and will be available for replay approximately one hour after completion through May 12, 2009.

Please refer to the Penske Automotive press release dated April 22, 2009 for specific information about how to access the replay. I would now like to introduce Anthony Pordon, Senior Vice President of Penske Automotive Group; please go ahead.

Anthony Pordon

Welcome everyone. A press release detailing Penske Automotive Group’s first quarter results was released this morning and is posted on the company’s website at www.penskeautomotive.com. Participating on the call today are Roger Penske our Chairman; Robert O’Shaughnessy our Chief Financial Officer; and J.D. Carlson our Controller.

Before we begin I’d like to remind you that we may make forward-looking statements relating to Penske Automotive on this call. We caution you that these statements are only predictions and are subject to risks and uncertainties relating to economic conditions, interest rates, consumer credit, confidence, and spending, potential restructuring of the US automotive sector, and other factors over which management has no control.

Our actual results may vary materially from these predictions. Any such statements should be evaluated together with the information about Penske Automotive in our public filings including our Annual Report on Form 10-K.

During this call we will be also discussing certain non-GAAP items including adjusted income from continuing operations and adjusted earnings per share from continuing operations.

As outlined in our press release today, our first quarter 2009 results include a $6.5 million or $0.07 per share gain relating to our repurchase of 69 million of our 3.5% convertible notes. We believe addressing adjusted earnings improves the comparability of our financial results and will be useful to you on evaluating our financial performance.

We would also like to point out a couple of changes in the financial statements accompanying our press release. We have adopted new accounting standards relating to our convertible notes and minority interests. Our prior year financial information has been restated so the financial statements are comparable for all periods presented.

If you have any questions about these items, please call me or Robert O’Shaughnessy for further clarification.

At this time I would like to introduce our Chairman, Roger Penske.

Roger Penske

Thank you Anthony and good afternoon everyone and thanks for joining us today. Today we reported income from continuing operations of $16.2 million or $0.18 per share for the first quarter. This includes the after-tax gain Anthony mentioned earlier. The company’s performance in the first quarter represents an improvement over the fourth quarter of 2008.

The improved performance is due in large part to the efforts of our entire team particularly through their efforts to reduce costs and inventory levels. As you all know the first quarter was extremely difficult in the US, in the UK and our revenues declined 32%.

Excluding the effect of foreign exchange rates the decline was 23%. We experienced a significant decline in traffic and vehicle sales compared to the first quarter of last year due to the continued weakness of the economy, lower consumer confidence, and rising unemployment.

In fact during the first quarter US new vehicle industry unit sales declined 30% and market registrations in the UK declined 30% including the March registration period. Our business experienced similar declines. While the new vehicle market was difficult it was a very different story for us in used vehicles.

Our used vehicle business performed well as total unit sales increased almost 2% and were up 24% sequentially over the fourth quarter of 2008. And compared to Q1 last year same store used vehicle sales in the UK increased 3%.

In addition total gross profit margin on used vehicle sales increased 80 basis points to 9.1% as consumers moved down the value chain in response to the difficult economic times.

Let me update you on our cost actions, as mentioned on our last call we initiated actions that we expect to provide approximately $100 million in annualized cost savings excluding interest expense. Our cost curtailment efforts appear to be yielding positive results to date.

Total SG&A declined $81 million compared to Q1 last year including a $91 million decline on a same store basis. The same store decline includes a reduction in variable compensation due to the decrease in gross profit compared to last year.

However is you compare our SG&A as a percent of gross profit to Q4 last year, the ratio improved from 89.4% on an adjusted basis to 85% in the first quarter and that’s an improvement of approximately 440 basis points.

Based on our projection of current SG&A cost we think we’re on track to achieve the $100 million annualized cost reduction we outlined to you previously. I’m also pleased to note that despite the challenging market conditions we are in compliance with all of our financial covenants included in our credit agreements, and this was included in our information we provided in our press release this morning.

Now let’s take some time to walk through the performance of the business in the first quarter, total new and used unit sales decreased 19.7% to 57,500 units versus Q1 of 2008. New was down 32.1% but the good news is used unit sales increased 1.5%.

And Q1 total retail units increased 8.4% compared to the fourth quarter of last year. Compared to the fourth quarter of last year new units declined 2.3% but used was strong and increasing 24%. Total revenue was $2.2 billion compared to $3.2 last year but was consistent with Q4 of 2008.

When you exclude foreign exchange total retail revenues declined 21.5% versus Q1 of 2008 but were up 4.3% compared to the fourth quarter of 2008. Let’s talk about same store results for a minute. On a same store basis retail revenues decreased 34.5% versus Q1 of 2008.

Excluding foreign exchange same store retail revenue declined 25.6%. The good news here is that same store retail revenue was up 3% versus Q4 2008 excluding foreign exchange. It is also important to note that our service and parts business remained resilient despite the difficult new vehicle market.

Although same store service and parts declined 12.2% when you exclude foreign exchange same store service and parts revenue declined only 2.6% and actually increased 2.3% in the UK. Our service and parts business continued to be impacted by a 23% reduction in pre delivery and inspection due to the decline in new unit sales volumes versus last year.

Let me also provide the detail of our same store numbers for Q1 this year compared to the fourth quarter of last year. New vehicle was down 5.9%, used vehicle up 19.4%, F&I up 16.7%, and service and parts up 3% and this is versus Q4 of 2008.

Our revenue mix for the quarter was 64% US revenue, versus 36% internationally. A year ago it was 61% in the US and 39% international. Our brand mix was 5% big three, foreign volume at 30%, and premium luxury at 65% and that was consistent with the numbers we ended the year at the end of December in 2008.

And our mix of adjusted operating income was United States was 40% and international was 60%. Let me move to gross margin for a minute, our 17.1% gross margin in the quarter was 168 basis points higher then Q1 2008 and 94 basis points higher then the fourth quarter of 2008.

This was really driven by a mix shift to a higher service and parts revenue as a percent of total revenue. New margins declined 106 basis points to 7.3% due to inventory pressure and I think overall slowing selling environment during the first quarter. However as I noted used vehicle margins increased to 9.1% on the overall strength of the used vehicle market.

As expected F&I experienced a decline consistent with the overall market decline. Our F&I decreased to $190.00 per unit compared to Q1 2008 but it was only down $57.00 per unit when you exclude foreign exchange. Its also important to note that F&I was up $94.00 per unit from the fourth quarter of 2008.

Moving on to the balance sheet we took significant steps to reduce our new vehicle inventories compared to end of last year. As a result I think our inventory is in great shape to date. Total vehicle inventory was $1.3 billion which is down $233 million compared to December of 2008 and on a same store basis it was down $245 million.

If you go back to the first quarter of 2008 our inventory is down $438 million. At the end of the quarter our worldwide days supply of inventory improved compared to the end of the year. We were at 69 days a the end of March this year compared to 105 at the end of December and our used was at 32 days as compared to 42 days at the end of the year.

Moving on to CapEx in the first quarter our gross CapEx was $27 million and we did not execute any sale-leasebacks transactions during the quarter. We continue to expect net CapEx in 2009 to be approximately $40 million which represents a 70% reduction from 2008.

Turning to our liquidity and debt, we have $1.2 billion in floorplan notes outstanding representing a $243 million decrease during the first quarter. Substantially all our floorplan is with captive finance companies, not banks, and our relationships remain very strong.

Of the $1.2 billion in total floorplan approximately $1 billion is with Toyota, Honda, BMW, Daimler, and Audi. Looking at our non-vehicle debt we also have our credit facility in the US that matures no earlier then 2011 in September. Our credit facility in the UK matures in August of 2011 and 7.75 subordinated notes mature in 2016 and our 3.5 convertible notes mature in 2026.

In total we had $1 billion of non-vehicle debt at the end of March, approximately $295 million was available under all of our credit facilities both in the US and internationally. Turning to our repurchase authority, as you know we repurchased 69 million of our 3.5% convertible notes for $52 million during quarter one.

As a result we now have 306 million, face value of these notes outstanding which are recorded on our books for $280 million after the adoption of the new convertible note accounting standard that Anthony mentioned earlier. After these transactions we have an additional 44 million of authorized availability remaining under our program to repurchase outstanding stock, debt, or convertible debt.

Looking at acquisitions in the first quarter we completed one acquisition in the UK which we expect to generate on an annualized basis approximately $75 million in annualized revenue. This represented an opportunistic purchase as largely as a result of the current economic conditions in the UK and was completed in an attractive multiple that included less then $2 million of goodwill.

smart USA during the quarter we wholesaled 57,000 smart fortwos representing a 16% increase compared to the first quarter of last year. For the year we expect to wholesale approximately 20,000 smart fortwos. During the first quarter NADA issued its franchise index rating and I’m pleased to report that the smart franchise ranked fourth in the United States behind Lexus, Subaru, and Toyota.

I think ranking validates the approach we took in building a smart dealership network and recognizes the outstanding smart retail partners and our entire smart USA team.

Before I open up for questions I want to comment briefly on the situation with Chrysler. We do not expect this situation to have any significant impact on our liquidity. We currently operate three Chrysler businesses in the US and five in the UK and we have sufficient liquidity to ensure we’ll meet our inventory and other operating cash requirements at these stores.

Obviously we’ll continue to monitor this situation closely. Another comment I want to make is on Saturn. Obviously there’s been a lot of comments in the press this morning regarding our involvement with Saturn. While I confirm that we have an interest in looking at the future opportunities for the Saturn brand, Penske Automotive has not made a proposal to General Motors for this business, and the timeframe involved is extremely tight.

As you know we buy and sell dealerships as part of our normal operations. We have the experience in the distribution business and are constantly looking for opportunities to grow our business and further diversity the overall operation of Penske Automotive Group.

At this point I will not be making any other comments on Saturn. Again thanks for your attention and we’ll open it up for questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from the line of Matt Nemer - Thomas Weisel

Matt Nemer - Thomas Weisel

Just a couple of questions, on the service business is there a way to quantify the impact of the change in BMW warranty rates and then the Lexus recall, do either of those have a significant impact one way or the other.

Roger Penske

I think number one, one might offset the other. Obviously there’s been a big recall with Lexus throughout the country, I think its seven hours per car so we’ve had the benefit of that in the first quarter. Then as you know BMW reduced their warranty support on labor about 20% so one offsets the other but I think the good news is when we track our BMW stores, we’ve been up selling more hours per RO on the retail side.

So at this point it was probably not either a positive or a negative for the quarter.

Matt Nemer - Thomas Weisel

If you looked at the used profit per vehicle, obviously you had a very big move sequentially, how much of that do you attribute to the change in vehicle prices during that period, obviously used prices have been quite strong and I guess how sustainable do you think the current margin profit is per unit.

Roger Penske

I think there was somewhat of an arbitrage when you think about it, low used car prices and we had high margins that we could generate on those while the supply was high. As the supply has tightened up both in the US and the UK, I think there’ll be some downward pressure on used but I think today when you look at the retail business model, and I’ll take a minute here.

We really have three levers, we have new, we have used and we have parts and service and the continuing stream of reoccurring revenue in the service and parts have given us good support over the last quarter. But on the used side I think we’re seeing the customer really moving down because the new car price, there was such a difference.

And with residuals down on used it was a better value for the used car customer. I think we’re going to see that probably decline as we go into Q2 and I think we won’t be able to sustain our 9.1% margin. And I think that we have the cost of our used, was going to go up, so that’s going to have some impact on our margins as we go forward.

Matt Nemer - Thomas Weisel

And then turning to SG&A do you have any sense for how much cost actually came out during the quarter, in other words did we see the full impact or is there maybe a larger impact of SG&A reductions going forward in the second quarter.

Roger Penske

I think I reported that we had a $91 million SG&A reduction on a same store basis and $81 million overall. But I think the key thing here is when you think about SG&A you have your variable SG&A which obviously are your commissions that are paid on the new, used and also in your parts and service.

And then you have your controllable expenses and I would say 40% of the reduction that we had was variable and 60% is controllable and I think with our continued diligence on these areas we’re going to see that continue to grow but don’t expect to see the same save and additive quarter to quarter.

You’re going to see Q1, Q2, with big saves and this is without any interest save obviously but we’ve cut our advertising and marketing, we’ve had corporate costs going down, we’ve suspended our 401K, we’ve had reductions in demonstrator costs and also service loaner costs have come down.

We cut our directors’ fees, senior staff took, reduced, and waived their bonuses so we’ve had a number of things that we’ve been able to do. Over time it is down significantly and I think that when you look at the number of employees we talked about 1,500 coming out at the end of the year, I think we’re over 2,000 now.

So we see those continuing, there’s some office consolidations we’re looking at and we’re really looking at every single variable area that we have and I would call these controllable versus variable and I think we’re in good shape and I would expect that we’ll maintain this level and at the end of the year we’ll be able to demonstrate we took $100 million out.

Operator

Your next question comes from the line of Richard Nelson - Stephens, Inc.

Richard Nelson - Stephens, Inc.

Can you talk about the trend, the pace of the business during the quarter and we’re hearing about a pick up in March and any comments about April would be helpful.

Roger Penske

I would say we started out January, it was kind of a pokey month, we had a short month in February, and then March picked up. We had the benefit of in the UK of certainly the registration month we had much stronger used car business and we [saw it] in our parts and service picked up in March.

So to me that was a positive. As you look at April there’s really, its hard for me to give you any guidance on April because at this particular point we have tax time and we don’t have a feel of our numbers at this point.

Richard Nelson - Stephens, Inc.

The margin [inaudible] and new cars, I’m wondering if that is driven by any specific brands or geographic regions and what’s the outlook there now that you’ve reduced inventory.

Roger Penske

Well let me say this, I think there’s pressure on all new because what happens is our new car sales guys are, they see this business much slower so their commissions are flat, they’re trying to sell anything they can so unless you’ve got good discipline at the desk you’re going to see a reduction in new car margins.

The other thing is, that it was so easy to put someone in a slightly used car, some of these what we call [brass hat] or factory cars, there was an easier ability to sell a used and I think that put pressure on new margin yet we got the benefit on the used car margins.

So to me its going to be important to see what happens to leasing. With the residuals really tanking in the fourth quarter and the major leasing OEMs took big write-offs so obviously they adjusted residuals going into Q1 so the leasing rates were way off the map and I think we saw a reduction in leasing so now people have to look at financing these vehicles.

So that had an impact I think also on the margin. Also its interesting that the vehicles that were selling and you start to look at what is your over age inventory, its mainly vehicles that are loaded and the higher priced vehicles so the mix has changed and that doesn’t give us the chance for as high a margin also.

Richard Nelson - Stephens, Inc.

I wondering also if you could shed some light on your discontinued operations, it looks like its not very big.

Roger Penske

We have only, we have nothing in the US that’s discontinued, and we have four small businesses in the UK so there’s I think on an overall basis between assets and liabilities we have some small amount but really nothing of any substantial amount.

Richard Nelson - Stephens, Inc.

Differentiating compared to your peers, thank you very much and good luck.

Operator

Your next question comes from the line of Matt Fassler - Goldman Sachs

Matt Fassler - Goldman Sachs

A few questions, first a couple on the strategic front, what role do you think Roger, big three rationalization will have in the new car margin trajectory, do you think that we’re going to be in a period if some of these dealerships ultimately have to go away, where you could see some sustained pressure on the market or do you think that that will not be felt particularly by you.

Roger Penske

Number one I hope the current situation that Chrysler’s in moves quickly because that will set the stage hopefully for GM. I see the big three, Ford obviously is in a different neighborhood right now but I see a smaller organization, smaller companies, they’ll rationalize the dealer force. They won’t have the debt that they’re carrying and in all cases, they’ve got some good products.

I think specifically at Chrysler, they’ve got a great truck line, minivan, they’ve been a leader in the industry and with the Fiat expertise on power train and also alternate fuel vehicles, I think you’re going to see Chrysler come out a stronger company.

And quite honestly as you look at us strategically we’re going to take a good look at some of these markets where there might be opportunistic big three dealerships available. So to me I think that at the end of the day we really see this as an opportunity but to me its going to be timing. The longer this things hangs around, I think the consumer confidence regarding a big three purchases will be dented.

That will hurt us and that gives maybe the more foreign name [plates] a chance to get more markets. Or obviously they’ve picked it up in the first quarter.

Matt Fassler - Goldman Sachs

Secondly any insight into the performance of PTL during the quarter particularly given the challenging credit environment.

Roger Penske

Yes we had, we recorded a $200,000 loss in Q1 since we made our investment in PTL in the second quarter we contributed about $10.6 million in equity earnings and we received about $23 million in distribution so obviously its been a great investment for us.

This first quarter is seasonal so we don’t see the strong earnings in Q1 typically and when you look at the business the transportation business is really the leading indicator of an economic slowdown or recovery and total freight transported across the US in the fourth quarter was down 25% and its down another 11% in Q1.

And I think that as I said our revenues are somewhat seasonal but our contract revenues which is our leasing business its approximately 75% of our revenue was only down 4% and that was really lower mileage run by customers. It wasn’t the fixed side of our business. But consumer which is the one-way business, its ironic, we have more transactions but the revenue per transaction is down as people are moving less then 500 miles, it’s a data point that we picked up.

But commercial rental is definitely down because the extra trucks which are typically many of them run by our lease customer, they just don’t have this spike in business. Now what we’ve done is reduced our rental tractor fleet from about 14,000 down to 9,500 to get the utilization requirements that we need.

And certainly when you think of the other piece of our business which is logistics its been impacted because some of that’s automotive and that obviously has been down because many of the plant closings but overall we feel good about the business. We get tax benefits from the business and I think that we’re in the process today of offering some shorter-term leases, two and three years, which have been quite attractive to customers.

They’ve got cost reductions going on that we’re benefiting between PAG and PTL where we’re aggregating our purchases and we think that’s also going to help us drive some more SG&A down. So overall I would say we’re right in line with our expectations.

Matt Fassler - Goldman Sachs

And then finally two cleanup questions on the financial side, Anthony you’d given us guidance as to the impact of the converted accounting change but you’re convertible issue is bigger prior to conducting the buyback so what is your current estimate of what the impact of that change will be on 2009 earnings.

Robert O’Shaughnessy

We’ll probably see $14 million on an annualized basis for the balance of 2009, 2010 until the put date in 2011.

Matt Fassler - Goldman Sachs

So $14 million annualized and that includes the first quarter run rate.

Robert O’Shaughnessy

Correct.

Roger Penske

Yes, that would be about $0.10.

Matt Fassler - Goldman Sachs

So $0.10 per share, and then finally you gave us the geographic mix of profits I believe, I think you said 60% of your operating profits came from overseas, and 40% from the US and correct me if I’m wrong on that, I’m just curious what that number was a year ago, if you could remind us.

Roger Penske

I’m not sure what it was.

Robert O’Shaughnessy

It was 46% US, 54% international last year.

Matt Fassler - Goldman Sachs

So it sounds like the US has taken a somewhat bigger profit hit year on year then the international business.

Roger Penske

Well I think the other thing is that when you think about the UK we’re in such a strong marketing position there and the way the geographic dealerships are set up in market areas, we don’t have the inter brand competition so we were able to get some margin and the used car business I think if you looked at the two factors, new versus used, we’re 1.25 used for every new vehicle sold in the UK which is probably the highest its ever been and with a high margin that gave us some nice profit for the quarter.

Matt Fassler - Goldman Sachs

And that profit mix includes the impact of currency.

Roger Penske

Yes sir.

Operator

Your next question comes from the line of Rich Kwas - Wachovia

Rich Kwas - Wachovia

Could you discuss on a regional basis what you’re seeing, I know Phoenix has been under pressure for some time, some of your peers have talked about California potentially stabilizing over the last one to two quarters, I just wanted to get your thoughts on the western half and then also the northeast what you’re seeing there right now.

Roger Penske

Well I would say this, that as you looked at the quarter the west coast was on budget. We saw northern California came back a little earlier. We’re not in Los Angeles but our businesses in San Diego performed well so I would say California was decent.

We’re still being challenged in Phoenix, it’s a big market for us. Its over a billion in revenues and has been in the past and again its still challenged. Moving into Texas, Texas was decent but as you start to move to the mid west, I would say we were down for the quarter. The east probably was hardest hit and I would say it was the northeast up in Rhode Island with 12% unemployment and then you go all the way down to Florida and we see a big impact in Florida from the standpoint of the Florida area.

So again New Jersey, New York because of the financial meltdown there we’ve seen some of our customers that are buying some of the higher priced vehicles, we haven’t seen them come into showrooms.

Rich Kwas - Wachovia

Would you say Florida is getting less worse or are you still kind of on this—

Roger Penske

Listen I had a review with Bernie Wolfe yesterday, we talked about it. And we don’t see anything happening in Florida right now. At least we don’t and I understand our peers are in the same situation. We’re in Orlando and Palm Beach and we don’t see any break there at the moment.

So its cost reduction, its facility where we’re trying to consolidate. On the other hand, in the UK I would say the business has been decent and at least the forward look that we have at this point is decent as we go into the second quarter.

Rich Kwas - Wachovia

Do you expect much improvement or much benefit from the UK scrapage program.

Roger Penske

Well the scrapage program, its interesting you ask, in Germany there was 600,000 cars earmarked, they raised that and that was a real boon for us in our joint ventures where we have Volkswagen and Toyota but not a real benefit for the premium luxury but in the UK you have to have a 10 year old vehicle and the average age of vehicles are six to seven and you have to have the OEM partner with a dealer and its about $1500 for the OEM and $1500 for the dealer.

And I think its going to be problematic because we don’t have that many older cars and we won’t see any benefit of that at all I don’t think. A very, very minimal because 95% of our business is premium luxury.

Rich Kwas - Wachovia

On the certified pre owned, what was the mix there this quarter in that and what are the trends there over the last 60 days or so.

Roger Penske

I would say its about 40% would be certified. One thing that we’re finding out because the finance companies are getting much tougher on stipulations in advance, we’ve got to be careful we don’t spend too much money on reconditioning, because that raises the cost of sales and we just can’t get the customer financed so I think you’re going to see the certified pre owned maybe level off here.

And on the other hand obviously we get some benefits on the financing through the OEM’s on certified but talking with Audi, yesterday they said that their full service program has been outstanding that 80% of the cars that are coming off lease, the dealers are buying so those programs are working well and I think that gives the benefit of raising residuals which just helps us give the customer a lower payment ultimately.

Operator

Your next question comes from the line of Joe Amaturo - Buckingham Research

Joe Amaturo - Buckingham Research

Could you just give us a sense of what the used margins were in the US versus the UK.

Roger Penske

I think I mentioned earlier that the margins were significantly higher in the UK. We were up in the UK 160 basis points and we were down 40 basis points from 9.8 to 9.4 so as you know in the past we’ve really lagged the UK and they’ve picked up so we were, when you look at it on an overall basis we were at 9.1 versus 8.3 and there was some benefit we get in the UK, because we have [inaudible] and this is a case where anything we don’t retail, we put on an auction. It’s a 24 hour, seven day a week auction and that’s produced some good results this quarter which also helped us on our used margin.

Joe Amaturo - Buckingham Research

Would you say there’s more, you mentioned that the first quarter trend shouldn’t continue into the second quarter do you think there’s more vulnerability in the UK with respect to the used business or in the US.

Roger Penske

I would say the UK because we moved up, that 160 basis points is significant and I think that right now with used cars tougher to buy because there’s probably a shortage, we’re going to see the debt margin, we’ll have to pay more for the cars either trading them in and also if we buy them out one at a time and the buyers aren’t even going to be able to extend so much in price and also the advance rate from the finance company.

So I think you’ll see a reduction. There was over just looking at Q1 versus a year ago, we were down $2700 per used car transaction from a sale price and I think that’s just proving that the consumer just is going to pay, spend less, and some of that is driven because of the advance rates from the finance company but that’s where we are.

Joe Amaturo - Buckingham Research

Do you have any, maybe I could get this from Anthony later, but I’ll ask, is there a split between UK versus US with respect to the percentage of gross profit in the used business.

Roger Penske

I’ll have Anthony follow-up on that, we don’t have that here with us. I don’t want to give you a bad answer, I’m sorry.

Joe Amaturo - Buckingham Research

And then I guess the next one, you mentioned three Chrysler dealerships, could you quantify the receivables exposure and the inventory values.

Roger Penske

We looked at our total exposure, accounts receivable is probably a million dollars from Chrysler in the US and remember because of the Daimler relationship and the sales companies around the world that Daimler had, they were the ones that managed the Chrysler business and we had five stores, one exclusive, and I think four that are integrated inside our Mercedes stores so those businesses continue to do okay.

Its good parts and service business and then the international part of Chrysler is not in Chapter 11 so we have minimal exposure. Our floorplan line is with Chrysler Financial, we’re paying those cars down, we’re looking at the GMAC opportunity. GMAC during bankruptcy will charge dealers who go on from Chrysler at 6% then after bankruptcy they’ll probably come back to more of a market rate.

We’ve decided to use our cash and pay down the cars or buy the cars as they come in so we can mitigate the higher interest costs on a temporary basis.

Joe Amaturo - Buckingham Research

That being said, you probably don’t have that much of an issue with trying to find a new use for the real estate that—

Roger Penske

We’d have from the standpoint if we got out of the business, we’d have some exposure on the real estate.

Joe Amaturo - Buckingham Research

One last one, if you just give us a sense of what the free cash flow generation was in the quarter.

Robert O’Shaughnessy

Can I get back to you with that?

Operator

Your next question comes from the line of John Murphy - Banc of America/Merrill Lynch

John Murphy - Banc of America/Merrill Lynch

I’ve got three questions for you, first when we think of the model and take a step back and think about the cost cutting that you’re doing along with potential market share gains in the brands that you represent in your dealerships, what kind of leverage do you see in the model as we step forward into 2010 and 2011 when sales recover maybe to levels similar to what we saw in 2008, back to 13 million, 14 million, 15 million. Are we going to see a lot more earnings power at similar demand levels then we have in the past.

Roger Penske

Well I think a couple of things are going to happen, we’ll have a smaller dealer network obviously at least what we’re hearing so there’ll be less retail competitors. Now I don’t know whether the car guys will ever get rational and try to hold for margin but that’s yet to be seen.

I think what you have to do though is look at what kind of a profit level we generated during the times when we had those types of volumes and then I think you’ve got to take the savings that we have and look at that on a per share basis. Obviously we’re probably all spending less in marketing today then we might have spent in the past.

I think there’s been a major mix change from traditional electronic and newspaper to internet. And we see it being very efficient so I think we’re going to have costs out and we’re hoping that we get some wind in our sail in the market and that we’ll see a nice increase in profitability and our goal obviously as we go forward, you have to get a better return on sales because what’s happened, we’ve grown this business since 1999 from $1.2 billion to over 11.

But a lot of that has been through acquisitions, same store growth but we’ve also invested a billion seven or a billion eight in facilities and so we need the volume because at the present time we see as you look at rent and all related rent, that means your rent, your taxes, your insurance, your guard service, cleaning, etc., its probably up 1.2 percentage points because of the volume drops.

So we have to be sure we fill these stores in order to maintain more profitability as we go forward.

John Murphy - Banc of America/Merrill Lynch

Second question on inventory, did a good job of cutting your units in the quarter year over year certainly also sequentially, do you see the potential to run at a lower inventory level that you have in the past and just run the business much more efficiently and really not play this big buffer the automakers have been trying to push on dealers for a really long time.

Roger Penske

I think the key thing is when you start, I’m going to talk about the US now because that’s where the majority of the inventory is, we’ve taken 50 million out of Honda inventory and I think we lived with Honda in 35, 40, 50 days was pretty much traditional. And then the same thing when you look at Toyota. These inventories have gone up but talking to the senior management in both companies, they’re committed to drop inventory.

Now to me I don’t think we’ll get to any better position with Toyota and certainly Honda, they’re our big volume stores but what’s happened is some of the premium luxury, we’ve gone up because they’ve added models, the complexity of models, equipment, etc., and there’s a longer lead time on those in many cases when they’re built overseas so I think there’s going to be some more discipline in some of the premium luxury nameplates.

But I think sales fell so fast in Q4, they really had to get into Q1 to make the changes and I think we’re going to see this inventory come down. In fact we’re probably going to be short of certain models as we go into the next quarter, we get into Q5 for example, Audi already is short. So we’ll see some of the C&E class, we’ll see this done.

I think we just have to be sure that the manufacturers rationalize their productions. We’ve been high on the big three obviously with a plant shutdowns over the next 30 to 60 days, we’re going to see that come way down because we’re going to be only selling out of inventory and there’s a few, I’m sure there’s some vehicles in the pipeline coming to dealers.

John Murphy - Banc of America/Merrill Lynch

It sounds like you made a very opportunistic acquisition in the UK, at a very low cost, the $75 million transaction, I was wondering if you could just shed some light or details there and potential other opportunities to make what sounded like a very, very opportunistic acquisition.

Roger Penske

Well I think what’s happening and we haven’t maybe seen it yet here in the US but around the world we’re seeing people who didn’t put the proper amount of capital into their businesses and as the business went away so quickly they were really under water and couldn’t get financing so what’s happened with the OEM relationships we have and the fact that we do have capital availability, they tap us on the shoulder and we’re able to go out and negotiate certain of these purchases and that was exactly the case in the UK.

We picked up two Porsche and one Ferrari dealership right in our heartland there and again where it gives us leadership in those brands throughout the UK. I would say in the US I really haven’t seen a lot of things, at least haven’t come by our door where people are knocking with lower multiples but I can tell you this that the days of the four, five, six multiples, I think they’re gone.

Operator

Your next question comes from the line of Scott Stember - Sidoti & Company

Scott Stember - Sidoti & Company

Just over the customer paid side of parts and service what was that in the quarter versus warranty.

Roger Penske

It was 65, 35, 65% customer paying and 35% warranty.

Scott Stember - Sidoti & Company

On a comp basis?

Roger Penske

I would say we were down probably between 5% and 10% on customer pay and we were up about 1% overall in warranty.

Scott Stember - Sidoti & Company

Going over to smart for a minute, I think in April we saw a pretty sharp decline in smart car sales, have you factored that into your guidance that you gave in the press release of 20,000 units.

Roger Penske

Yes, we have. We saw this coming and when you look at the peer group that we’re in, they were all off and they’ve been off and I think that we saw this coming earlier in the quarter and the good news is we have a 90 days forecasting process with our friends in Germany and we have slowed the pipeline down and we expect to have inventory in line as we go into the 2010 model year.

Scott Stember - Sidoti & Company

Can you speak to the decline, any initial insight into it.

Roger Penske

Well I think that as we saw fuel prices drop the way they have, we saw the same thing, you see [Yarus], you see vehicles like that are off in similar amounts so I don’t think there’s anything. One thing we can say we’re getting some aggressive lease programs putting together now that we’ve seen how high the residuals are and hopefully that’s going to drive some business as we go forward.

But we’re in, remember we started out this business, said we’d sell 16,000 the first year and 20,000 the second, and we’re on track to meet the target for the first five years but again its something our team is working on for sure.

Scott Stember - Sidoti & Company

Talking about a scrapage plan in the UK I know there’s talk about one here in the US, would you expect to have the same limited amount of benefit here in the US given that you sell, I mean obviously you don’t sell as many premium cars here in the US as the UK but there would be a minimal impact to you.

Roger Penske

Well I think that if its targeted to fuel efficient programs, there might be a benefit but this is a pull ahead program and in the US specifically we have more of these and I think that you’d end up pulling business forward and obviously you’ll lose it later on.

So I’m not expecting this to be a home run unless there’s some real tax benefit to the consumer on every car you buy. I just don’t know that but there’s been a lot of dialogue on it but I haven’t seen any thing concrete at the moment. But any stimulus will help us so I would say we’ll all get some benefit on the retail side.

Scott Stember - Sidoti & Company

Just really quick comment on retail trends, its still a factor if you want to compare how much is due to financing again and much is just due to the economy, are we still talking the majority of the decline in sales just due to the economy—

Roger Penske

I think its consumer confidence, there’s no question about it. And you know people are just are not buying today. The traffic is down and I think that people are concerned, all they do is read in the paper about this financial meltdown. Now to me we have to turn that around and hopefully the government, the Obama stimulus package will create some support.

I saw Bernanke said yesterday in his comments that they felt that in some cases we were close to the bottom. If that’s the case home prices now are starting to go up in some places so maybe we’re going to get the benefit of that but the financing piece of this obviously we’re seeing because the used car market just dumped on us in the fourth quarter, the residuals went way down and when you have to take big write-offs as the OEM finance subsidiaries with leasing, they’re much more conservative going into Q1 but as the used car prices have come back up, I think that’s going to really right size itself and that won’t be a critical issue.

Again, advance rates are making a big difference. People just can’t come in with a car that they have a debt on that over residual value and added on what we call the advance rate, there’s some curtailment at that level.

So we have fortunately the OEMs that we’re dealing with have strong finance subsidiaries and they’re more and more getting tied with the sales side and I think that we’re in pretty good shape there. So its traffic and I think its consumer confidence.

Operator

Your final question comes from the line of Jonathan Chin – Private Management Group

Jonathan Chin – Private Management Group

I was curious if you ever broke out in parts and service internal.

Roger Penske

We know the number, if you looked at internal as far as, we were down about 24%. I don’t know the exact dollars but we know because of the new car business is down and we get the benefit of the PDI delivery there. Then you have as your used car reconditioning we’re probably spending less on reconditioning so there’s less internal gross profit but that’s been the only negative that we’ve had on the parts and service side in the US.

Jonathan Chin – Private Management Group

Out of that internal do you ever break out like dealer prep on the new cars.

Roger Penske

No we’ve never done that but that’s the PDI I talked about. We know we get one hour or 1.2 depending on the manufacturer. Now Southeast Toyota, they do the PDI themselves so we don’t have that benefit but across the business, its always been a nice gross profit generator for us.

Operator

There are no additional questions at this time; I would like to turn it back over to management for any additional or closing comments.

Roger Penske

Thanks everybody for joining us and we’ll talk to you next quarter.

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Source: Penske Automotive Group, Inc. Q1 2009 Earnings Call Transcript
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