UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-12297

Penske Automotive Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		22-3086739 (I.R.S. Employer Identification No.)

2555 Telegraph Road,		48302-0954
Bloomfield Hills, Michigan		(Zip Code)
(Address of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of July 29, 2009, there were 91,524,280 shares of voting common stock outstanding.

 

 

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of June 30, 2009 and December 31, 2008			3
Consolidated Condensed Statements of Income for the three and six months ended June 30, 2009 and 2008			4
Consolidated Condensed Statements of Cash Flows for the six months ended June 30, 2009 and 2008			5
Consolidated Condensed Statement of Equity for the six months ended June 30, 2009			6
Notes to Consolidated Condensed Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			25
Item 3. Quantitative & Qualitative Disclosures About Market Risk			43
Item 4. Controls and Procedures			44
PART II — OTHER INFORMATION
Item 1. Legal Proceedings			44
Item 1A. Risk Factors			45
Item 4. Submission of Matters to a Vote of Security Holders			45
Item 5. Other Information			46
Item 6. Exhibits			46
Exhibit 4.1
Exhibit 4.2
Exhibit 12
Exhibit 31.1
Exhibit 31.2
Exhibit 32

PENSKE AUTOMOTIVE GROUP, INC.

		June 30,				December 31,
		2009				2008
		(Unaudited)
		(In thousands, except
		per share amounts)
ASSETS
Cash and cash equivalents		$	21,871			$	20,108
Accounts receivable, net of allowance for doubtful accounts of $2,041 and $2,075			321,654				294,048
Inventories			1,264,758				1,589,105
Other current assets			99,924				88,251
Assets held for sale			5,550				15,428
Total current assets			1,713,757				2,006,940
Property and equipment, net			710,853				662,121
Goodwill			817,794				777,783
Franchise value			203,679				196,358
Equity method investments			287,106				296,487
Other long-term assets			18,337				22,460
Total assets		$	3,751,526			$	3,962,149
LIABILITIES AND EQUITY
Floor plan notes payable		$	777,803			$	964,783
Floor plan notes payable — non-trade			427,731				506,688
Accounts payable			215,643				178,282
Accrued expenses			203,307				195,994
Current portion of long-term debt			12,623				11,305
Liabilities held for sale			8,213				23,060
Total current liabilities			1,645,320				1,880,112
Long-term debt			949,043				1,052,060
Other long-term liabilities			259,167				221,556
Total liabilities			2,853,530				3,153,728
Commitments and contingent liabilities
Equity
Penske Automotive Group stockholders’ equity:
Preferred Stock, $0.0001 par value; 100 shares authorized; none issued and outstanding			—				—
Common Stock, $0.0001 par value, 240,000 shares authorized; 91,527 shares issued and outstanding at June 30, 2009; 91,431 shares issued and outstanding at December 31, 2008			9				9
Non-voting Common Stock, $0.0001 par value, 7,125 shares authorized; none issued and outstanding			—				—
Class C Common Stock, $0.0001 par value, 20,000 shares authorized; none issued and outstanding			—				—
Additional paid-in-capital			734,109				731,037
Retained earnings			150,106				119,745
Accumulated other comprehensive income (loss)			10,210				(45,990	)
Total Penske Automotive Group stockholders’ equity			894,434				804,801
Non-controlling interest			3,562				3,620
Total equity			897,996				808,421
Total liabilities and equity		$	3,751,526			$	3,962,149

See Notes to Consolidated Condensed Financial Statements

PENSKE AUTOMOTIVE GROUP, INC.

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
		(Unaudited)
		(In thousands, except per share amounts)
Revenue:
New vehicle		$	1,091,374			$	1,726,632			$	2,062,462			$	3,350,762
Used vehicle			657,464				806,864				1,271,334				1,597,706
Finance and insurance, net			54,572				75,262				102,903				148,979
Service and parts			332,108				359,389				659,143				717,715
Distribution			53,152				98,421				133,265				162,191
Fleet and wholesale vehicle			130,747				264,486				245,649				522,379
Total revenues			2,319,417				3,331,054				4,474,756				6,499,732
Cost of sales:
New vehicle			1,005,265				1,582,160				1,905,050				3,069,868
Used vehicle			598,154				746,588				1,156,115				1,471,903
Service and parts			149,143				157,749				299,392				315,332
Distribution			45,702				82,605				114,016				136,222
Fleet and wholesale			126,823				265,790				238,134				522,843
Total cost of sales			1,925,087				2,834,892				3,712,707				5,516,168
Gross profit			394,330				496,162				762,049				983,564
Selling, general and administrative expenses			328,035				393,042				640,554				786,268
Depreciation and amortization			13,789				13,396				26,643				26,657
Operating income			52,506				89,724				94,852				170,639
Floor plan interest expense			(9,009	)			(16,247	)			(18,491	)			(33,200	)
Other interest expense			(13,663	)			(12,423	)			(28,142	)			(24,292	)
Debt discount amortization			(3,135	)			(3,496	)			(6,773	)			(6,992	)
Equity in earnings of affiliates			3,466				3,011				4,180				4,403
Gain on debt repurchase			—				—				10,429				—
Income from continuing operations before income taxes			30,165				60,569				56,055				110,558
Income taxes			(10,316	)			(21,122	)			(20,026	)			(38,905	)
Income from continuing operations			19,849				39,447				36,029				71,653
Loss from discontinued operations, net of tax			(5,682	)			(1,189	)			(5,660	)			(1,065	)
Net income			14,167				38,258				30,369				70,588
Less: Income attributable to non-controlling interests			88				428				8				863
Net income attributable to Penske Automotive Group common stockholders		$	14,079			$	37,830			$	30,361			$	69,725
Basic earnings per share attributable to Penske Automotive Group common stockholders:
Continuing operations		$	0.22			$	0.41			$	0.39			$	0.74
Discontinued operations			(0.06	)			(0.01	)			(0.06	)			(0.01	)
Net income		$	0.15			$	0.40			$	0.33			$	0.73
Shares used in determining basic earnings per share			91,531				95,385				91,506				95,261
Diluted earnings per share attributable to Penske Automotive Group common stockholders:
Continuing operations		$	0.22			$	0.41			$	0.39			$	0.74
Discontinued operations			(0.06	)			(0.01	)			(0.06	)			(0.01	)
Net income		$	0.15			$	0.40			$	0.33			$	0.73
Shares used in determining diluted earnings per share			91,592				95,499				91,537				95,377
Amounts attributable to Penske Automotive Group common stockholders:
Income from continuing operations		$	19,849			$	39,447			$	36,029			$	71,653
Less: Income attributable to non-controlling interests			88				428				8				863
Income from continuing operations, net of tax			19,761				39,019				36,021				70,790
Loss from discontinued operations, net of tax			(5,682	)			(1,189	)			(5,660	)			(1,065	)
Net income		$	14,079			$	37,830			$	30,361			$	69,725
Cash dividends per share		$	—			$	0.09			$	—			$	0.18

See Notes to Consolidated Condensed Financial Statements

PENSKE AUTOMOTIVE GROUP, INC.

		Six Months Ended
		June 30,
		2009				2008
		(Unaudited)
		(In thousands)
Operating Activities:
Net income		$	30,369			$	70,588
Adjustments to reconcile net income to net cash from continuing operating activities:
Depreciation and amortization			26,643				26,657
Debt discount amortization			6,773				6,992
Undistributed earnings of equity method investments			(4,180	)			(4,403	)
Loss from discontinued operations, net of tax			5,660				1,065
Deferred income taxes			21,037				4,360
Gain on debt repurchase			(10,733	)			—
Changes in operating assets and liabilities:
Accounts receivable			(27,045	)			20,808
Inventories			341,768				(59,569	)
Floor plan notes payable			(187,020	)			120,230
Accounts payable and accrued expenses			32,562				11,374
Other			7,943				(14,272	)
Net cash from continuing operating activities			243,777				183,830
Investing Activities:
Purchase of equipment and improvements			(44,438	)			(115,746	)
Proceeds from sale-leaseback transactions			—				19,740
Dealership acquisitions net, including repayment of sellers’ floor plan notes payable of $5,784 and $0, respectively			(11,476	)			(68,651	)
Purchase of Penske Truck Leasing Co., L.P. partnership interest			—				(219,000	)
Other			12,679				(1,500	)
Net cash from continuing investing activities			(43,235	)			(385,157	)
Financing Activities:
Proceeds from borrowings under U.S. credit agreement revolving credit line			276,800				301,500
Repayments under U.S. credit agreement revolving credit line			(276,800	)			(301,500	)
Proceeds from U.S. credit agreement term loan			—				219,000
Repayments under U.S. credit agreement term loan			(10,000	)			—
Repurchase 3.5% senior subordinated convertible notes			(51,425	)			—
Net (repayments) borrowings of other long-term debt			(47,768	)			454
Net repayments of floor plan notes payable — non-trade			(78,957	)			(24,775	)
Proceeds from exercises of options, including excess tax benefit			—				820
Dividends			—				(17,134	)
Net cash from continuing financing activities			(188,150	)			178,365
Discontinued operations:
Net cash from discontinued operating activities			(3,899	)			(5,909	)
Net cash from discontinued investing activities			6				60,099
Net cash from discontinued financing activities			(6,736	)			(24,930	)
Net cash from discontinued operations			(10,629	)			29,260
Net change in cash and cash equivalents			1,763				6,298
Cash and cash equivalents, beginning of period			20,108				14,797
Cash and cash equivalents, end of period		$	21,871			$	21,095
Supplemental disclosures of cash flow information:
Cash paid for:
Interest		$	49,368			$	66,296
Income taxes			4,655				2,288
Seller financed debt			—				4,728

See Notes to Consolidated Condensed Financial Statements

PENSKE AUTOMOTIVE GROUP, INC.

																		Accumulated				Total
		Common Stock								Additional								Other				Stockholders’ Equity
		Issued								Paid-in				Retained				Comprehensive				Attributable to Penske				Non-controlling				Total
		Shares				Amount				Capital				Earnings				(Loss) Income				Automotive Group				Interest				Equity
		(Unaudited)
		(Dollars in thousands)
Balance, January 1, 2009			91,430,781			$	9			$	731,037			$	119,745			$	(45,990	)		$	804,801			$	3,620			$	808,421
Equity compensation			96,549				—				3,072				—				—				3,072				—				3,072
Distributions to non-controlling interests			—				—				—				—				—				—				(66	)			(66	)
Foreign currency translation			—				—				—				—				54,565				54,565				—				54,565
Other			—				—				—				—				1,635				1,635				—				1,635
Net income			—				—				—				30,361				—				30,361				8				30,369
Balance, June 30, 2009			91,527,330			$	9			$	734,109			$	150,106			$	10,210			$	894,434			$	3,562			$	897,996

See Notes to Consolidated Condensed Financial Statements

PENSKE AUTOMOTIVE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)
(In thousands, except per share amounts)

1. Interim Financial Statements

Basis of Presentation

The following unaudited consolidated condensed financial statements of Penske Automotive Group, Inc. (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the SEC rules and regulations. The information presented as of June 30, 2009 and December 31, 2008 and for the three and six month periods ended June 30, 2009 and 2008 is unaudited, but includes all adjustments which the management of the Company believes to be necessary for the fair presentation of results for the periods presented. The Company evaluated subsequent events through July 31, 2009, the date the consolidated condensed financial statements were filed with the SEC. The consolidated condensed financial statements for prior periods have been revised for entities which have been treated as discontinued operations through June 30, 2009 and the results for interim periods are not necessarily indicative of results to be expected for the year. These consolidated condensed financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2008, which are included as part of the Company’s Annual Report on Form 10-K.

Results for the six months ended June 30, 2009 include a $10,429 pre-tax gain relating to the repurchase of $68,740 aggregate principal amount of the Company’s 3.5% senior subordinated convertible notes.

In June 2008, the Company acquired a 9% limited partnership interest in Penske Truck Leasing Co., L.P. (“PTL”), a leading global transportation services provider, from subsidiaries of General Electric Capital Corporation (collectively, “GE Capital”) in exchange for $219,000. PTL operates and maintains more than 200,000 vehicles and serves customers in North America, South America, Europe and Asia. Product lines include full-service leasing, contract maintenance, commercial and consumer truck rental and logistics services, including transportation and distribution center management and supply chain management.

In June 2009, the Company announced that it entered into a non-binding memorandum of understanding (MOU) with General Motors regarding the potential acquisition of certain assets relating to the Saturn automotive brand. Pursuant to the MOU, the Company would obtain the rights to the Saturn brand, acquire certain assets including Saturn parts inventory, and have the right to distribute vehicles and parts through the Saturn dealership network. The Company does not intend to enter the manufacturing business nor does this transaction contemplate the Company purchasing any of the existing Saturn retailer network. If consummated, the Company anticipates offering existing Saturn retailers a new sales and service agreement. General Motors would continue to provide Saturn Aura, Vue and Outlook vehicles, on a contract basis, for an interim period. Any closing of the transaction is subject to satisfactory completion of due diligence, regulatory and other approvals.

Discontinued Operations

The Company accounts for dispositions as discontinued operations when it is evident that the operations and cash flows of the business being disposed of will be eliminated from on-going operations and that the Company will not have any significant continuing involvement in its operations.

In evaluating whether the cash flows of a dealership will be eliminated from ongoing operations in its retail segment, the Company considers whether it is likely that customers will migrate to similar franchises that it owns in the same geographic market. The Company’s consideration includes an evaluation of the brands sold at other dealerships it operates in the market and their proximity to the disposed dealership. When the Company disposes of franchises, it typically does not have continuing brand representation in that market. If the franchise being disposed of is located in a complex of Company owned dealerships, the Company does not treat the disposition as a discontinued operation if the Company believes that the cash flows previously generated by the disposed franchise will be replaced by expanded operations of the remaining franchises. The net assets of dealerships accounted for as discontinued operations as of June 30, 2009 were immaterial. Combined income statement information regarding dealerships accounted for as discontinued operations follows:

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
Revenues		$	15,810			$	99,380			$	33,968			$	222,686
Pre-tax loss			(5,700	)			(4,342	)			(5,702	)			(4,216	)
Loss on disposal			(2,992	)			(234	)			(2,992	)			(234	)

Fair Value of Financial Instruments

Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, debt, floor plan notes payable, and interest rate swaps used to hedge future cash flows. Other than our subordinated notes, the carrying amount of all significant financial instruments approximates fair value due either to length of maturity, the existence of variable interest rates that approximate prevailing market rates, or as a result of mark to market accounting. A summary of the fair value of the subordinated notes as of June 30, 2009, based on quoted, level one market data, follows:

		Carrying Value				Fair Value
7.75% senior subordinated notes due 2016		$	375,000			$	292,500
3.5% senior subordinated convertible notes due 2026			283,071				254,196

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accounts requiring the use of significant estimates include accounts receivable, inventories, income taxes, intangible assets and certain reserves.

Accounting Changes

Effective January 1, 2009, the Company adopted a general accounting principle relating to debt with cash conversion options which required the Company to account separately for the debt and equity components of its 3.5% senior subordinated convertible notes. The value ascribed to the debt component was determined using a fair value methodology, with the residual representing the equity component. The equity component was recorded as an increase in equity, with the debt discount being amortized as additional interest expense over the expected life of the instrument. The Company has applied the provisions of this accounting principle retrospectively to all periods presented herein in accordance with general accounting principles governing accounting changes. As a result of this accounting change, the Company’s retained earnings as of January 1, 2008 decreased by $13,884 from $587,566 as originally reported to $573,682.

Effective January 1, 2009, the Company adopted a general accounting principle relating to earnings per share which required that unvested share-based payment awards with non-forfeitable rights to dividends or dividend equivalents be considered participating securities that must be included in the computation of EPS pursuant to the two-class method. The Company has applied the provisions of this accounting principle retrospectively to all periods presented herein in accordance with accounting principles governing accounting changes.

The following tables summarize the effect of the accounting changes described above on our consolidated condensed financial statements.

		2009												2008
		As												As
		calculated												calculated
		under												under
		previous				Effect of								previous				Effect of
		accounting				changes				As reported				accounting				changes				As reported
Statement of Income for the three months ended June 30:
Other interest expense		$	13,755			$	(92	)		$	13,663			$	12,535			$	(112	)		$	12,423
Debt discount amortization			—				3,135				3,135				—				3,496				3,496
Income tax expense			11,547				(1,231	)			10,316				22,472				(1,350	)			21,122
Income from continuing operations attributable to Penske Automotive Group common stockholders			21,573				(1,812	)			19,761				41,053				(2,034	)			39,019
Net income attributable to Penske Automotive Group common stockholders			15,891				(1,812	)			14,079				39,864				(2,034	)			37,830
Income from continuing operations attributable to Penske Automotive Group common stockholders per basic common share			0.24				(0.02	)			0.22				0.43				(0.02	)			0.41
Net income attributable to Penske Automotive Group common stockholders per basic common share			0.17				(0.02	)			0.15				0.42				(0.02	)			0.40
Shares used in determining basic earnings per share			90,842				689				91,531				94,506				879				95,385
Income from continuing operations attributable to Penske Automotive Group common stockholders per diluted common share			0.24				(0.02	)			0.22				0.43				(0.02	)			0.41
Net income attributable to Penske Automotive Group common stockholders per diluted common share			0.17				(0.02	)			0.15				0.42				(0.02	)			0.40
Shares used in determining diluted earnings per share			91,050				542				91,592				94,895				604				95,499

PENSKE AUTOMOTIVE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

		2009												2008
		As												As
		calculated												calculated
		under												under
		previous				Effect of								previous				Effect of
		accounting				changes				As reported				accounting				changes				As reported
Statement of Income for the six months ended June 30:
Other interest expense		$	28,346			$	(204	)		$	28,142			$	24,516			$	(224	)		$	24,292
Debt discount amortization			—				6,773				6,773				—				6,992				6,992
Income tax expense			22,663				(2,637	)			20,026				41,605				(2,700	)			38,905
Income from continuing operations attributable to Penske Automotive Group common stockholders			39,953				(3,932	)			36,021				74,858				(4,068	)			70,790
Net income attributable to Penske Automotive Group common stockholders			34,293				(3,932	)			30,361				73,793				(4,068	)			69,725
Income from continuing operations attributable to Penske Automotive Group common stockholders per basic common share			0.44				(0.05	)			0.39				0.79				(0.05	)			0.74
Net income attributable to Penske Automotive Group common stockholders per basic common share			0.38				(0.05	)			0.33				0.78				(0.05	)			0.73
Shares used in determining basic earnings per share			90,791				715				91,506				94,422				839				95,261
Income from continuing operations attributable to Penske Automotive Group common stockholders per diluted common share			0.44				(0.05	)			0.39				0.79				(0.05	)			0.74
Net income attributable to Penske Automotive Group common stockholders per diluted common share			0.38				(0.05	)			0.33				0.78				(0.05	)			0.73
Shares used in determining diluted earnings per share			90,922				615				91,537				94,784				593				95,377

		2009												2008
		As												As
		calculated												calculated
		under												under
		previous				Effect of								previous				Effect of
		accounting				changes				As reported				accounting				changes				As reported
Balance Sheet as of June 30, 2009 and December 31, 2008:
Other current assets		$	100,291			$	(367	)		$	99,924			$	88,701			$	(450	)		$	88,251
Other long-term assets			18,613				(276	)			18,337				23,022				(562	)			22,460
Long-term debt			972,232				(23,189	)			949,043				1,087,932				(35,872	)			1,052,060
Other long-term liabilities			250,356				8,811				259,167				207,771				13,785				221,556
Additional paid-in-capital			691,016				43,093				734,109				687,944				43,093				731,037
Retained earnings			179,464				(29,358	)			150,106				141,763				(22,018	)			119,745

PENSKE AUTOMOTIVE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

		2009												2008
		As												As
		calculated												calculated
		under												under
		previous				Effect of								previous				Effect of
		accounting				changes				As reported				accounting				changes				As reported
Statement of Cash Flows for the six months ended June 30:
Net income			34,301				(3,932	)			30,369				74,656				(4,068	)			70,588
Debt discount amortization			—				6,773				6,773				—				6,992				6,992
Deferred income taxes			23,674				(2,637	)			21,037				7,060				(2,700	)			4,360
Other			8,147				(204	)			7,943				(14,048	)			(224	)			(14,272	)

New Accounting Pronouncement

A new accounting pronouncement amending the consolidation guidance relating to variable interest entities (“VIE”) will be effective for the Company on January 1, 2010. The new guidance replaces the current quantitative model for determining the primary beneficiary of a variable interest entity with a qualitative approach that considers which entity has the power to direct activities that most significantly impact the variable interest entity’s performance and whether the entity has an obligation to absorb losses or the right to receive benefits that could potentially be significant to the variable interest entity. The new guidance also requires: an additional reconsideration event for determining whether an entity is a VIE when holders of an at risk equity investment lose voting or similar rights to direct the activities that most significantly impact the entities economic performance; ongoing assessments of whether an enterprise is the primary beneficiary of a VIE; separate presentation of the assets and liabilities of the VIE on the balance sheet; and additional disclosures about an entity’s involvement with a VIE. The adoption of the accounting pronouncement will not impact the Company’s Consolidated Financial Statements.

2. Inventories

Inventories consisted of the following:

		June 30,				December 31,
		2009				2008
New vehicles		$	906,682			$	1,247,897
Used vehicles			276,641				259,274
Parts, accessories and other			81,435				81,934
Total inventories		$	1,264,758			$	1,589,105

The Company receives non-refundable credits from certain vehicle manufacturers that reduce cost of sales when the vehicles are sold. Such credits amounted to $9,046 and $13,946 during the six months ended June 30, 2009 and 2008, respectively.

PENSKE AUTOMOTIVE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

3. Business Combinations

The Company acquired five automotive franchises during each of the six months ended June 30, 2009 and 2008, respectively. The Company’s financial statements include the results of operations of the acquired dealerships from the date of acquisition. The fair value of the assets acquired and liabilities assumed have been recorded in the Company’s Consolidated Condensed Financial Statements, and may be subject to adjustment pending completion of final valuation. A summary of the aggregate consideration paid and the aggregate amounts of the assets acquired and liabilities assumed for the six months ended June 30, 2009 and 2008 follows:

		June 30,				June 30,
		2009				2008
Accounts receivable		$	—			$	2,560
Inventory			5,921				36,476
Other current assets			129				815
Property and equipment			3,250				1,836
Goodwill			1,746				31,004
Franchise value			749				10,742
Current liabilities			(319	)			(14,782	)
Cash used in dealership acquisitions		$	11,476			$	68,651

4. Intangible Assets

Following is a summary of the changes in the carrying amount of goodwill and franchise value during the six months ended June 30, 2009:

						Franchise
		Goodwill				Value
Balances — January 1, 2009		$	777,783			$	196,358
Additions			1,746				749
Foreign currency translation			38,265				6,572
Balance — June 30, 2009		$	817,794			$	203,679

5. Floor Plan Notes Payable — Trade and Non-trade

The Company finances substantially all of its new and a portion of its used vehicle inventories under revolving floor plan arrangements with various lenders. In the U.S., the floor plan arrangements are due on demand; however, the Company has not historically been required to repay floor plan advances prior to the sale of the vehicles that have been financed. The Company typically makes monthly interest payments on the amount financed. Outside the U.S., substantially all of the floor plan arrangements are payable on demand or have an original maturity of 90 days or less, and the Company is generally required to repay floor plan advances at the earlier of the sale of the vehicles that have been financed or the stated maturity. All of the floor plan agreements grant a security interest in substantially all of the assets of the Company’s dealership subsidiaries, and in the U.S. are guaranteed by the Company’s parent. Interest rates under the floor plan arrangements are variable and increase or decrease based on changes in the prime rate, defined LIBOR or Euro Interbank Offer Rate. The Company classifies floor plan notes payable to a party other than the manufacturer of a particular new vehicle, and all floor plan notes payable relating to pre-owned vehicles, as floor plan notes payable — non-trade on its consolidated condensed balance sheets, and classifies related cash flows as a financing activity on its consolidated condensed statements of cash flows.

6. Earnings Per Share

Basic earnings per share is computed using net income attributable to Penske Automotive Group common stockholders and weighted average shares of voting common stock outstanding. Diluted earnings per share is computed using net income attributable to Penske Automotive Group common stockholders and the weighted average shares of voting common stock outstanding, adjusted for the dilutive effect of stock options. A reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2009 and 2008 follows:

		Three Months Ended June								Six Months Ended June 30,
		2009				2008				2009				2008
Weighted average number of common shares outstanding			91,531				95,385				91,506				95,261
Effect of stock options			61				114				31				116
Weighted average number of common shares outstanding, including effect of dilutive securities			91,592				95,499				91,537				95,377

PENSKE AUTOMOTIVE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

During the three and six months ended June 30, 2009, 3 and 222 stock options, respectively, have been excluded from the calculation of diluted earnings per share because the effect of such securities was anti-dilutive. There were no anti-dilutive stock options outstanding during the three or six months ended June 30, 2008. In addition, the Company has senior subordinated convertible notes outstanding which, under certain circumstances discussed in Note 7, may be converted to voting common stock. As of June 30, 2009 and 2008, no shares related to the senior subordinated convertible notes were included in the calculation of diluted earnings per share because the effect of such securities was anti-dilutive.

7. Long-Term Debt

Long-term debt consisted of the following:

		June 30,				December 31,
		2009				2008
U.S. credit agreement — term loan		$	199,000			$	209,000
U.K. credit agreement — revolving credit line			21,390				59,831
U.K. credit agreement — term loan			23,228				25,752
U.K. credit agreement — overdraft line of credit			15,382				9,502
7.75% senior subordinated notes due 2016			375,000				375,000
3.5% senior subordinated convertible notes due 2026, net of debt discount			283,071				339,128
Mortgage facilities			41,804				42,243
Other			2,791				2,909
Total long-term debt			961,666				1,063,365
Less: current portion			(12,623	)			(11,305	)
Net long-term debt		$	949,043			$	1,052,060

U.S. Credit Agreement

The Company is party to a $479,000 credit agreement with DCFS USA LLC and Toyota Motor Credit Corporation, as amended (the “U.S. Credit Agreement”), which provides for up to $250,000 in revolving loans for working capital, acquisitions, capital expenditures, investments and for other general corporate purposes, a non-amortizing term loan originally funded for $219,000, and for an additional $10,000 of availability for letters of credit, through September 30, 2011. The revolving loans bear interest at defined LIBOR plus 1.75%, subject to an incremental 0.50% for uncollateralized borrowings in excess of a defined borrowing base. The term loan, which bears interest at defined LIBOR plus 2.50%, may be prepaid at any time, but then may not be re-borrowed.

The U.S. Credit Agreement is fully and unconditionally guaranteed on a joint and several basis by the Company’s domestic subsidiaries and contains a number of significant covenants that, among other things, restrict the Company’s ability to dispose of assets, incur additional indebtedness, repay other indebtedness, pay dividends, create liens on assets, make investments or acquisitions and engage in mergers or consolidations. The Company is also required to comply with specified financial and other tests and ratios, each as defined in the U.S. Credit Agreement, including: a ratio of current assets to current liabilities, a fixed charge coverage ratio, a ratio of debt to stockholders’ equity and a ratio of debt to EBITDA. A breach of these requirements would give rise to certain remedies under the agreement, the most severe of which is the termination of the agreement and acceleration of the amounts owed. As of June 30, 2009, the Company was in compliance with all covenants under the U.S. Credit Agreement.

The U.S. Credit Agreement also contains typical events of default, including change of control, non-payment of obligations and cross-defaults to the Company’s other material indebtedness. Substantially all of the Company’s domestic assets are subject to security interests granted to lenders under the U.S. Credit Agreement. As of June 30, 2009, $199,000 of term loans and $500 of letters of credit were outstanding under this facility. There were no revolving loans outstanding as of June 30, 2009.

U.K. Credit Agreement

The Company’s subsidiaries in the U.K. (the “U.K. Subsidiaries”) are party to an agreement with the Royal Bank of Scotland plc, as agent for National Westminster Bank plc, as amended, which provides for a funded term loan, a revolving credit agreement and a seasonally adjusted overdraft line of credit (collectively, the “U.K. Credit Agreement”) to be used to finance acquisitions, working capital, and general corporate purposes. The U.K. Credit Agreement provides for (1) up to £80,000 in revolving loans through August 31, 2011, which bears interest between a defined LIBOR plus 1.0% and defined LIBOR plus 1.6%, (2) a term loan originally funded for £30,000 which bears interest between 6.29% and 6.89% and is payable ratably in quarterly intervals until fully repaid on June 30, 2011, and (3) a seasonally adjusted overdraft line of credit for up to £20,000 that bears interest at the Bank of England Base Rate plus 1.75% and matures on August 31, 2011.

PENSKE AUTOMOTIVE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

The U.K. Credit Agreement is fully and unconditionally guaranteed on a joint and several basis by the U.K. Subsidiaries, and contains a number of significant covenants that, among other things, restrict the ability of the U.K. Subsidiaries to pay dividends, dispose of assets, incur additional indebtedness, repay other indebtedness, create liens on assets, make investments or acquisitions and engage in mergers or consolidations. In addition, the U.K. Subsidiaries are required to comply with specified ratios and tests, each as defined in the U.K. Credit Agreement, including: a ratio of earnings before interest and taxes plus rental payments to interest plus rental payments (as defined), a measurement of maximum capital expenditures, and a debt to EBITDA ratio (as defined). A breach of these requirements would give rise to certain remedies under the agreement, the most severe of which is the termination of the agreement and acceleration of the amounts owed. As of June 30, 2009, the U.K. subsidiaries were in compliance with all covenants under the U.K. Credit Agreement.

The U.K. Credit Agreement also contains typical events of default, including change of control and non-payment of obligations and cross-defaults to other material indebtedness of the U.K. Subsidiaries. Substantially all of the U.K. Subsidiaries’ assets are subject to security interests granted to lenders under the U.K. Credit Agreement. As of June 30, 2009, outstanding loans under the U.K. Credit Agreement amounted to £36,465 ($60,000), including £14,117 ($23,228) under the term loan.

7.75% Senior Subordinated Notes

In December 2006, the Company issued $375,000 aggregate principal amount of 7.75% senior subordinated notes (the “7.75% Notes”) due 2016. The 7.75% Notes are unsecured senior subordinated notes and are subordinate to all existing and future senior debt, including debt under the Company’s credit agreements, mortgages and floor plan indebtedness. The 7.75% Notes are guaranteed by substantially all of the Company’s wholly-owned domestic subsidiaries on an unsecured senior subordinated basis. Those guarantees are full and unconditional and joint and several. The Company can redeem all or some of the 7.75% Notes at its option beginning in December 2011 at specified redemption prices, or prior to December 2011 at 100% of the principal amount of the notes plus an applicable “make-whole” premium, as defined. In addition, the Company may redeem up to 40% of the 7.75% Notes at specified redemption prices using the proceeds of certain equity offerings before December 15, 2009. Upon certain sales of assets or specific kinds of changes of control, the Company is required to make an offer to purchase the 7.75% Notes. The 7.75% Notes also contain customary negative covenants and events of default. As of June 30, 2009, the Company was in compliance with all negative covenants and there were no events of default.

Senior Subordinated Convertible Notes

In January 2006, the Company issued $375,000 aggregate principal amount of 3.50% senior subordinated convertible notes due 2026 (the “Convertible Notes”), of which $306,260 are currently outstanding. The Convertible Notes mature on April 1, 2026, unless earlier converted, redeemed or purchased by the Company, as discussed below. The Convertible Notes are unsecured senior subordinated obligations and are subordinate to all future and existing debt under the Company’s credit agreements, mortgages and floor plan indebtedness. The Convertible Notes are guaranteed on an unsecured senior subordinated basis by substantially all of the Company’s wholly-owned domestic subsidiaries. Those guarantees are full and unconditional and joint and several. The Convertible Notes also contain customary negative covenants and events of default. As of June 30, 2009, the Company was in compliance with all negative covenants and there were no events of default.

Holders of the convertible notes may convert them based on a conversion rate of 42.7796 shares of common stock per $1,000 principal amount of the Convertible Notes (which is equal to a conversion price of approximately $23.38 per share), subject to adjustment, only under the following circumstances: (1) in any quarterly period, if the closing price of the common stock for twenty of the last thirty trading days in the prior quarter exceeds $28.43 (subject to adjustment), (2) for specified periods, if the trading price of the Convertible Notes falls below specific thresholds, (3) if the Convertible Notes are called for redemption, (4) if specified distributions to holders of common stock are made or specified corporate transactions occur, (5) if a fundamental change (as defined) occurs, or (6) during the ten trading days prior to, but excluding, the maturity date.

Upon conversion of the Convertible Notes, for each $1,000 principal amount of the Convertible Notes, a holder will receive an amount in cash, in lieu of shares of the Company’s common stock, equal to the lesser of (i) $1,000 or (ii) the conversion value, determined in the manner set forth in the related indenture covering the Convertible Notes, of the number of shares of common stock equal to the conversion rate. If the conversion value exceeds $1,000, the Company will also deliver, at its election, cash, common stock or a combination of cash and common stock with respect to the remaining value deliverable upon conversion.

In the event of a change of control on or before April 6, 2011, the Company will, in certain circumstances, pay a make-whole premium by increasing the conversion rate used in that conversion. In addition, the Company will pay additional cash interest, commencing with six-month periods beginning on April 1, 2011, if the average trading price of a Convertible Note for certain periods in the prior six-month period equals 120% or more of the principal amount of the Convertible Notes. On or after April 6, 2011, the Company may redeem the Convertible Notes, in whole at any time or in part from time to time, for cash at a redemption price of 100% of the principal amount of the Convertible Notes to be redeemed, plus any accrued and unpaid interest to the applicable redemption date.

PENSKE AUTOMOTIVE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Holders of the Convertible Notes may require the Company to purchase all or a portion of their Convertible Notes for cash on each of April 1, 2011, April 1, 2016 or April 1, 2021 at a purchase price equal to 100% of the principal amount of the Convertible Notes to be purchased, plus accrued and unpaid interest, if any, to the applicable purchase date.

In March 2009, the Company repurchased $68,740 principal amount of its outstanding Convertible Notes, which had a book value of $62,831 net of debt discount, for $51,425. In connection with the transaction, the Company wrote off $5,909 of unamortized debt discount and $672 of unamortized deferred financing costs, and incurred $305 of transaction costs. No element of the consideration was allocated to the reacquisition of the equity component because the consideration paid was less than the fair value of the liability component prior to extinguishment. As a result, the Company recorded a $10,429 pre-tax gain in connection with the repurchase.

The liability and equity components related to the Convertible Notes consist of the following:

		June 30,				December 31,
		2009				2008
Carrying amount of the equity component		$	43,093			$	43,093
Principal amount of the liability component		$	306,260			$	375,000
Unamortized debt discount			23,189				35,872
Net carrying amount of the liability component		$	283,071			$	339,128

The remaining unamortized debt discount will be amortized as additional interest expense through the date the Company expects to be required to redeem the Convertible Notes, approximately $12,984 of which will be recognized as an increase of interest expense over the next twelve months. The annual effective interest rate on the liability component is 8.25%.

Mortgage Facilities

The Company is party to a $42,400 mortgage facility with respect to certain of our dealership properties that matures on October 1, 2015. The facility bears interest at a defined rate, requires monthly principal and interest payments, and includes the option to extend the term for successive periods of five years up to a maximum term of twenty-five years. In the event the Company exercises its options to extend the term, the interest rate will be renegotiated at each renewal period. The mortgage facility also contains typical events of default, including non-payment of obligations, cross-defaults to the Company’s other material indebtedness, certain change of control events, and the loss or sale of certain franchises operated at the property. Substantially all of the buildings, improvements, fixtures and personal property of the properties under the mortgage facility are subject to security interests granted to the lender. As of June 30, 2009, $41,804 was outstanding under this facility.

8. Interest Rate Swaps

The Company uses interest rate swaps to manage interest rate risk associated with the Company’s variable rate floor plan debt. The Company is party to interest rate swap agreements through January 7, 2011 pursuant to which the LIBOR portion of $300,000 of the Company’s floating rate floor plan debt was fixed at 3.67%. We may terminate these arrangements at any time, subject to the settlement of the then current fair value of the swap arrangements. The swaps are designated as cash flow hedges of future interest payments of LIBOR based U.S. floor plan borrowings. The effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings when the hedged transaction affects earnings.

As of June 30, 2009, the Company used Level 2 inputs to estimate the fair value of these contracts to be a liability of $12,954, of which $9,296 and $3,658 are recorded in accrued expenses and other long-term liabilities, respectively, in the Condensed Consolidated Balance Sheet. During the six months ended June 30, 2009, the Company recognized a net gain of $1,464 related to the interest rate swaps in accumulated other comprehensive income, and reclassified $4,894 of existing derivative losses from accumulated other comprehensive income into floor plan interest expense in the Condensed Consolidated Statement of Income. The Company expects approximately $9,296 associated with the swaps to be recognized as an increase of interest expense over the next twelve months as the hedged interest payments become due. During the six months ended June 30, 2009, the swaps increased the weighted average interest rate on the Company’s floor plan borrowings by approximately 0.3%.

PENSKE AUTOMOTIVE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

9. Commitments and Contingent Liabilities

The Company is involved in litigation which may relate to claims brought by governmental authorities, issues with customers, and employment related matters, and includes class action claims and purported class action claims. As of June 30, 2009, the Company is not party to any legal proceedings, including class action lawsuits, that individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s results of operations, financial condition or cash flows. See MD&A -“Forward Looking Statements”.

The Company has historically structured its operations so as to minimize ownership of real property. As a result, the Company leases or subleases substantially all of its facilities. These leases are generally for a period between five and 20 years, and are typically structured to include renewal options at the Company’s election. Pursuant to the leases for some of the Company’s larger facilities, the Company is required to comply with specified financial ratios, including a “rent coverage” ratio and a debt to EBITDA ratio, each as defined. For these leases, non-compliance with the ratios may require the Company to post collateral in the form of a letter of credit. A breach of the other lease covenants give rise to certain remedies by the landlord, the most severe of which include the termination of the applicable lease and an acceleration of the payments due under the lease.

The Company has sold a number of dealerships to third parties and, as a condition to certain of those sales, remains liable for the lease payments relating to the properties on which those franchises operate in the event of non-payment by the buyer. In this event, the Company could be required to fulfill that buyer’s rent and other obligations, which could materially adversely affect its results of operations, financial condition or cash flows.

10. Equity

Comprehensive income

Other comprehensive income includes foreign currency translation gains and losses, as well as changes relating to certain other immaterial items, including: certain defined benefit plans in the U.K., changes in the fair value of interest rate swap agreements, and valuation adjustments relating to certain available for sale securities, each of which has been excluded from net income and reflected in equity. Total comprehensive income is summarized as follows:

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
Attributable to Penske Automotive Group:
Net income		$	14,079			$	37,830			$	30,361			$	69,725
Other comprehensive income:
Foreign currency translation			52,357				1,706				54,565				5,766
Other			1,472				4,350				1,635				(921	)
Total attributable to Penske Automotive Group			67,908				43,886				86,561				74,570
Attributable to the non-controlling interest:
Net income			88				428				8				863
Total comprehensive income		$	67,996			$	44,314			$	86,569			$	75,433

11. Segment Information

The Company’s operations are organized by management into operating segments by line of business and geography. The Company has determined it has three reportable operating segments as defined in general accounting principles for segment reporting, including: (i) Retail, consisting of our automotive retail operations, (ii) Distribution, consisting of our distribution of the smart fortwo vehicle, parts and accessories in the U.S. and Puerto Rico, and (iii) PAG Investments, consisting of our investments in non-automotive retail operations. The Retail reportable segment includes all automotive dealerships and all departments relating to the operation of the dealerships. The individual dealership operations included in the Retail segment have been grouped into five geographic operating segments, which have been aggregated into one reportable segment as their operations (A) have similar economic characteristics (all are automotive dealerships having similar margins), (B) offer similar products and services (all sell new and used vehicles, service, parts and third-party finance and insurance products), (C) have similar target markets and customers (generally individuals) and (D) have similar distribution and marketing practices (all distribute products and services through dealership facilities that market to customers in similar fashions). In connection with the addition of PAG Investments, we have reclassified historical amounts to conform to our current segment presentation.

PENSKE AUTOMOTIVE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

The following table summarizes revenues and income from continuing operations before certain non-recurring items and income taxes, which is the measure by which management allocates resources to its segments, and which we refer to as adjusted segment income, for each of our reportable segments. Adjusted segment income excludes the item in the table below in order to enhance the comparability of segment income from period to period.

Three Months Ended June 30

										PAG				Intersegment
		Retail				Distribution				Investments				Elimination				Total
Revenues
2009		$	2,266,347			$	58,878			$	—			$	(5,808	)		$	2,319,417
2008			3,232,633				116,881				—				(18,460	)			3,331,054
Adjusted segment income
2009			26,737				967				2,520				(59	)			30,165
2008			49,060				10,307				1,193				9				60,569

Six Months Ended June 30

										PAG				Intersegment
		Retail				Distribution				Investments				Elimination				Total
Revenues
2009		$	4,341,573			$	147,509			$	—			$	(14,326	)		$	4,474,756
2008			6,337,541				192,361				—				(30,170	)			6,499,732
Adjusted segment income
2009			35,450				7,272				3,126				(222	)			45,626
2008			95,445				14,254				1,437				(578	)			110,558

The following table reconciles total adjusted segment income to consolidated income from continuing operations before income taxes for the six month periods ended June 30, 2009 and 2008. There were no reconciling items in the three month periods ended June 30, 2009 and 2008.

		Six Months Ended
		June 30,
		2009				2008
Adjusted segment income		$	45,626			$	110,558
Gain on debt repurchase			10,429				—
Income from continuing operations before income taxes		$	56,055			$	110,558

PENSKE AUTOMOTIVE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

12. Consolidating Condensed Financial Information

The following tables include consolidating condensed financial information as of June 30, 2009 and December 31, 2008 and for the three and six month periods ended June 30, 2009 and 2008 for Penske Automotive Group, Inc. (as the issuer of the Convertible Notes and the 7.75% Notes), guarantor subsidiaries and non-guarantor subsidiaries (primarily representing foreign entities). The condensed consolidating financial information includes certain allocations of balance sheet, income statement and cash flow items which are not necessarily indicative of the financial position, results of operations or cash flows of these entities on a stand-alone basis.

CONSOLIDATING CONDENSED BALANCE SHEET
June 30, 2009

										Penske
		Total								Automotive				Guarantor				Non-Guarantor
		Company				Eliminations				Group, Inc.				Subsidiaries				Subsidiaries
		(In thousands)
Cash and cash equivalents		$	21,871			$	—			$	—			$	16,197			$	5,674
Accounts receivable, net			321,654				(211,008	)			211,008				178,466				143,188
Inventories			1,264,758				—				—				794,084				470,674
Other current assets			99,924				—				412				55,925				43,587
Assets held for sale			5,550				—				—				—				5,550
Total current assets			1,713,757				(211,008	)			211,420				1,044,672				668,673
Property and equipment, net			710,853				—				6,260				430,571				274,022
Intangible assets			1,021,473				—				—				572,243				449,230
Equity method investments			287,106				—				221,303				—				65,803
Other long-term assets			18,337				(1,313,227	)			1,319,341				11,108				1,115
Total assets		$	3,751,526			$	(1,524,235	)		$	1,758,324			$	2,058,594			$	1,458,843
Floor plan notes payable		$	777,803			$	—			$	—			$	468,983			$	308,820
Floor plan notes payable — non-trade			427,731				—				—				262,288				165,443
Accounts payable			215,643				—				1,774				92,982				120,887
Accrued expenses			203,307				(211,008	)			1,483				93,786				319,046
Current portion of long-term debt			12,623				—				—				1,008				11,615
Liabilities held for sale			8,213				—				—				—				8,213
Total current liabilities			1,645,320				(211,008	)			3,257				919,047				934,024
Long-term debt			949,043				(119,793	)			857,071				44,595				167,170
Other long-term liabilities			259,167				—				—				237,427				21,740
Total liabilities			2,853,530				(330,801	)			860,328				1,201,069				1,122,934
Total equity			897,996				(1,193,434	)			897,996				857,525				335,909
Total liabilities and equity		$	3,751,526			$	(1,524,235	)		$	1,758,324			$	2,058,594			$	1,458,843

PENSKE AUTOMOTIVE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

CONSOLIDATING CONDENSED BALANCE SHEET
December 31, 2008

										Penske
		Total								Automotive				Guarantor				Non-Guarantor
		Company				Eliminations				Group, Inc.				Subsidiaries				Subsidiaries
		(In thousands)
Cash and cash equivalents		$	20,108			$	—			$	—			$	14,060			$	6,048
Accounts receivable, net			294,048				(196,465	)			196,465				182,583				111,465
Inventories			1,589,105				—				—				1,001,571				587,534
Other current assets			88,251				—				2,711				59,931				25,609
Assets held for sale			15,428				—				—				1,677				13,751
Total current assets			2,006,940				(196,465	)			199,176				1,259,822				744,407
Property and equipment, net			662,121				—				6,927				416,300				238,894
Intangible assets			974,141				—				—				542,128				432,013
Equity method investments			296,487				—				227,451				—				69,036
Other long-term assets			22,460				(1,293,431	)			1,300,546				12,169				3,176
Total assets		$	3,962,149			$	(1,489,896	)		$	1,734,100			$	2,230,419			$	1,487,526
Floor plan notes payable		$	964,783			$	—			$	—			$	659,531			$	305,252
Floor plan notes payable — non-trade			506,688				—				—				268,988				237,700
Accounts payable			178,282				—				2,183				80,002				96,097
Accrued expenses			195,994				(196,465	)			368				94,983				297,108
Current portion of long-term debt			11,305				—				—				978				10,327
Liabilities held for sale			23,060				—				—				1,460				21,600
Total current liabilities			1,880,112				(196,465	)			2,551				1,105,942				968,084
Long-term debt			1,052,060				(138,341	)			923,128				44,117				223,156
Other long-term liabilities			221,556				—				—				201,691				19,865
Total liabilities			3,153,728				(334,806	)			925,679				1,351,750				1,211,105
Total equity			808,421				(1,155,090	)			808,421				878,669				276,421
Total liabilities and equity		$	3,962,149			$	(1,489,896	)		$	1,734,100			$	2,230,419			$	1,487,526