UNITED AUTO GROUP INC - 10-Q Quarterly Report

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

		For the quarterly period ended March 31, 2004

or

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

		For the transition period from to

Commission file number 1-12297

United Auto Group, Inc.

(Exact name of registrant as specified in its charter)


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

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

Registrant’s telephone number, including area code:

(248) 648-2500

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 is an accelerated filer (as defined Rule 12b-2 of the Exchange Act) Yes þ No o

As of May 3, 2004, there were 46,149,995 shares of voting common stock outstanding.

TABLE OF CONTENTS


		Page

PART I
1.	Financial Statements and Supplementary Data
	Consolidated Condensed Balance Sheets (unaudited) as of March 31, 2004 and December 31, 2003		2
	Consolidated Condensed Statements of Income (unaudited) for the three months ended March 31, 2004 and 2003		3
	Consolidated Condensed Statements of Cash Flow (unaudited) for the three months ended March 31, 2004 and 2003		4
	Consolidated Condensed Statement of Stockholders’ Equity and Comprehensive Income (unaudited) for the three months ended March 31, 2004		5
	Notes to Consolidated Condensed Financial Statements (unaudited)		6
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
3.	Quantitative & Qualitative Disclosures about Market Risk		34
4.	Disclosure Controls and Procedures		34
PART II
1.	Legal Proceedings		34
2.	Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities		35
4.	Submission of Matters to a Vote of Security Holders		35
6.	Exhibits, Financial Statement Schedules and Reports on Form 8-K		35
	Financial Statements of HBL, LLC, UAG Connecticut I, LLC and UAG Mentor Acquisition, LLC		36
	Signatures		57
Amendment Eight, Dated March 25, 2004
302 Certification of Chief Executive Officer
302 Certification of Chief Financial Officer
906 Certification of CEO & CFO

UNITED AUTO GROUP, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS


			March 31,			December 31,
			2004			2003


			(Unaudited)
			(In thousands except per
			share amounts)
ASSETS
Cash and cash equivalents			$	16,119		$	13,439
Accounts receivable, net				358,372			342,446
Inventories				1,281,574			1,166,756
Other current assets				44,057			43,090

		Total current assets		1,700,122			1,565,731
Property and equipment, net				408,455			368,504
Goodwill				998,498			991,314
Franchise value				94,698			93,720
Other assets				88,360			89,968
Assets of discontinued operations				17,527			27,944

		Total Assets	$	3,307,660		$	3,137,181


LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Floor plan notes payable			$	1,198,947		$	1,122,065
Accounts payable				210,918			162,404
Accrued expenses				166,411			184,694
Current portion of long-term debt				1,175			8,574

		Total current liabilities		1,577,451			1,477,737
Long-term debt				571,924			643,145
Other long-term liabilities				173,327			168,111
Liabilities of discontinued operations				11,736			19,776

		Total Liabilities		2,334,438			2,308,769
Commitments and Contingent Liabilities
Stockholders’ Equity
Preferred stock, $0.0001 par value; 100 shares authorized; none issued and outstanding at March 31, 2004 and December 31, 2003				—			—
Common stock, $0.0001 par value, 80,000 shares authorized; 50,950 shares issued, including 4,830 treasury shares, at March 31, 2004; 46,552 shares issued, including 4,830 treasury shares at December 31, 2003				5			4
Non-voting common stock, $0.0001 par value, 7,125 shares authorized; none issued and outstanding at March 31, 2004 and December 31, 2003				—			—
Class C common stock, $0.0001 par value, 20,000 shares authorized; none issued and outstanding at March 31, 2004 and December 31, 2003				—			—
	Additional paid-in-capital			707,564			582,104
	Retained earnings			228,660			212,605
	Unearned compensation			(2,307	)		(2,616	)
	Accumulated other comprehensive income			39,300			36,315

	Total Stockholders’ Equity			973,222			828,412

		Total Liabilities and Stockholders’ Equity	$	3,307,660		$	3,137,181

See Notes to Consolidated Condensed Financial Statements

UNITED AUTO GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME



		Three Months Ended
		March 31,

		2004			2003


		(Unaudited)
		(In thousands, except per
		share amounts)
New vehicle sales		$	1,316,370		$	1,076,565
Used vehicle sales			524,953			424,553
Finance and insurance			53,043			46,558
Service and parts			259,483			206,328
Fleet sales			32,523			25,894
Wholesale vehicle sales			169,940			115,085

	Total revenues		2,356,312			1,894,983
Cost of sales			2,012,064			1,619,595

	Gross profit		344,248			275,388
Selling, general and administrative expenses			276,915			220,632
Depreciation and amortization			8,814			7,000

	Operating income		58,519			47,756
Floor plan interest expense			(13,323	)		(8,736	)
Other interest expense			(10,765	)		(10,282	)

Income from continuing operations before minority interests, income taxes and cumulative effect of accounting change			34,431			28,738
Minority interests			(310	)		(393	)
Income taxes			(13,358	)		(11,353	)

Income from continuing operations			20,763			16,992
Loss from discontinued operations, net of tax			(559	)		(201	)

Income before cumulative effect of accounting change			20,204			16,791
Cumulative effect of accounting change, net of tax			—			(3,058	)

	Net income	$	20,204		$	13,733

Basic earnings per common share:
	Continuing operations	$	0.50		$	0.42
	Discontinued operations		(0.01	)		—
	Cumulative effect of accounting change		—			(0.08	)

	Net income	$	0.48		$	0.34

	Shares		41,737			40,598

Diluted earnings per common share:
	Continuing operations	$	0.49		$	0.42
	Discontinued operations		(0.01	)		—
	Cumulative effect of accounting change		—			(0.07	)

	Net income	$	0.48		$	0.34

	Shares		42,521			40,920

See Notes to Consolidated Condensed Financial Statements

UNITED AUTO GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW



	Three Months Ended
	March 31,

	2004			2003


	(Unaudited)
	(In thousands)
Operating activities:
Net income	$	20,204		$	13,733
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		8,814			7,000
Amortization of unearned compensation		412			—
Cumulative effect of accounting change		—			3,058
Minority interest and other		(55	)		618
Changes in operating assets and liabilities
Accounts receivable		(15,326	)		(9,171	)
Inventories		(109,439	)		(125,281	)
Floor plan notes payable		71,631			101,007
Accounts payable and accrued expenses		31,394			16,015
Other		(1,154	)		(8,873	)

Net cash from operating activities		6,481			(1,894	)

Investing activities:
Purchase of equipment and improvements		(49,274	)		(41,634	)
Proceeds from sale-leaseback transactions		3,750			—
Dealership acquisitions, net		(2,534	)		(2,791	)

Net cash from investing activities		(48,058	)		(44,425	)

Financing activities:
Net borrowings (repayments) of long-term debt		(79,428	)		47,476
Proceeds from issuance of common stock		125,358			—
Dividends		(4,149	)		—

Net cash from financing activities		41,781			47,476

Net cash from discontinued operations		2,476			6,964

Net increase in cash and cash equivalents		2,680			8,121
Cash and cash equivalents, beginning of period		13,439			9,844

Cash and cash equivalents, end of period	$	16,119		$	17,965

See Notes to Consolidated Condensed Financial Statements

UNITED AUTO GROUP, INC.

CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

AND COMPREHENSIVE INCOME



	Common Stock												Accumulated
					Additional								Other			Total
	Issued				Paid-in		Retained			Unearned			Comprehensive			Stockholders’			Comprehensive
	Shares		Amount		Capital		Earnings			Compensation			Income			Equity			Income


	(Unaudited)
	(Dollars in thousands)
Balances, January 1, 2004		41,722,168	$	4	$	582,104	$	212,605		$	(2,616	)	$	36,315		$	828,412		$	—
Restricted stock		4,000		—		103		—			309			—			412			—
Sale of common stock		4,050,000		1		119,434		—			—			—			119,435			—
Option exercises		344,236		—		5,923		—			—			—			5,923			—
Unrealized appreciation of investment, net of tax		—		—		—		—			—			2,344			2,344			2,344
Fair value of interest rate swap agreement, net of tax		—		—		—		—			—			(5,769	)		(5,769	)		(5,769	)
Foreign currency translation				—		—		—			—			6,410			6,410			6,410
Dividends								(4,149	)								(4,149	)
Net income		—		—		—		20,204			—			—			20,204			20,204

Balances, March 31, 2004		46,120,404	$	5	$	707,564	$	228,660		$	(2,307	)	$	39,300		$	973,222		$	23,189

See Notes to Consolidated Condensed Financial Statements

UNITED AUTO GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(In thousands, Except Per Share Amounts)


1.	Interim Financial Statements


	*Basis of Presentation*

The information presented as of March 31, 2004 and December 31, 2003 and for the three month periods ended March 31, 2004 and 2003 is unaudited, but includes all adjustments (consisting only of normal and recurring adjustments) which the management of United Auto Group, Inc. (the “Company”) believes to be necessary for the fair presentation of results for the periods presented. The results for the 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, 2003, which were included as part of the Company’s Annual Report on Form 10-K. In order to maintain consistency and comparability of financial information between periods presented, certain reclassifications have been made to the Company’s prior year consolidated condensed financial statements to conform to the current year presentation.


	*Discontinued Operations*

The Company periodically enters into transactions to sell or otherwise dispose of non-core or unprofitable dealerships. Such transactions typically result in treating such dealerships as discontinued operations. Combined financial information of the dealerships accounted for as discontinued operations follows:



	Three Months Ended
	March 31,

	2004			2003

Revenues	$	21,405		$	81,828
Pre-tax loss		(2,113	)		(334	)
Pre-tax gain on disposal		1,198			—


		March 31,		December 31,
		2004		2003

Inventories		$	9,905	$	17,112
Other assets			7,622		10,832

	Total assets	$	17,527	$	27,944

Floor plan notes payable		$	9,071	$	16,411
Other liabilities			2,665		3,365

	Total liabilities	$	11,736	$	19,776


	*Accounting Change*

In March 2003, the Financial Accounting Standards Board’s (“FASB”) Emerging Issues Task Force (“EITF”) finalized Issue No. 02-16, “Accounting by a Customer (Including a Reseller) for Cash Consideration Received from a Vendor” (“EITF 02-16”). EITF 02-16 addresses the accounting treatment for vendor allowances and provides that cash consideration received from a vendor should be presumed to be a reduction of the price of the vendors’ product and should therefore be shown as a reduction in the purchase price of the merchandise. To the extent that the cash consideration represents a reimbursement of a specific incremental and identifiable cost, then those vendor allowances should be used to offset such costs. Historically, the company recorded non-refundable floor plan credits and certain other non-refundable credits when received. As a result of EITF 02-16, these credits are now presumed to be reductions in the cost of

UNITED AUTO GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

purchased inventory and are deferred until the related vehicle is sold. In accordance with EITF 02-16, the Company recorded a cumulative effect of accounting change as of January 1, 2003, the date of adoption, that decreased net income for 2003 by $3.1 million, net of tax, or $0.07 per diluted share.


	*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.


	*Intangible Assets*

The Company’s principal intangible assets relate to its franchise agreements with vehicle manufacturers, which represent the estimated value of franchises acquired in business combinations consummated subsequent to July 1, 2001, and goodwill, which represents the excess of cost over the fair value of tangible and identified intangible assets acquired in connection with business combinations.

Following is a summary of the changes in the carrying amount of goodwill and franchise value for the three months ended March 31, 2004:


			Franchise
	Goodwill		Value

Balance — January 1, 2004	$	991,314	$	93,720
Additions during period		2,604		—
Foreign currency translation		4,580		978

Balance — March 31, 2003	$	998,498	$	94,698


	*Stock-Based Compensation*

Full-time employees of the Company and its subsidiaries and affiliates are eligible to receive stock based compensation pursuant to the terms of the Company’s 2002 Equity Compensation Plan (the “Plan”). The Plan originally allowed for 2,100 shares available for future issuance of awards including; stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and other awards to key employees, outside directors, consultants and advisors of the Company. As of March 31, 2004, 1,779 shares of common stock were available for grant under the Plan. In addition, 144 shares of common stock are available for the grant of equity compensation pursuant to a prior plan.

Pursuant to Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, the Company accounts for option grants using the intrinsic value method. Accordingly, no compensation expense has been recorded in the consolidated condensed financial statements with respect to option grants. The Company has adopted the disclosure only provisions of SFAS 123, “Accounting for Stock Based Compensation”, as amended by SFAS 148, “Accounting for Stock Based Compensation — Transition and Disclosure, an Amendment of FASB Statement No. 123”. Had the Company elected to recognize compensation expense for option grants using the fair value method, pro forma income available to common

UNITED AUTO GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

stockholders, basic earnings per common share and diluted earnings per common share would have been as follows:



	Three Months Ended
	March 31,

	2004			2003

Net income(1)	$	20,204		$	13,733
Fair value method compensation expense attributable to stock-based compensation, net of tax		(341	)		(446	)

Pro forma net income	$	19,863		$	13,287

Basic earnings per common share	$	0.48		$	0.34

Pro forma basic earnings per common share	$	0.47		$	0.33

Diluted earnings per common share	$	0.48		$	0.34

Pro forma diluted earnings per common share	$	0.47		$	0.33

(1) Includes approximately $252 of compensation expense, net of tax, related to restricted stock grants.

During the three months ended March 31, 2003, the Company granted options to acquire 5 shares of common stock, respectively. The weighted average fair value of the option grants of $6.12 was calculated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: no dividend yield; expected volatility of 61%; risk free interest rate of 4% and expected lives of five years. No options were granted in 2004.


2.	Inventories

Inventories consisted of the following:


		March 31,		December 31,
		2004		2003

New vehicles		$	976,110	$	896,398
Used vehicles			251,081		217,381
Parts, accessories and other			54,383		52,977

	Total inventories	$	1,281,574	$	1,166,756


3.	Floor Plan Notes Payable

The Company finances the majority of its new and a portion of its used vehicle inventory under revolving floor plan financing arrangements with various lenders. In the U.S., the Company typically makes monthly interest payments on the amount financed, but is not required to make loan principal repayments prior to the sale of new and used vehicles. In the U.K., principal balances outstanding for 90 days must be repaid whether the vehicle has been sold or not. The floor plan agreements grant a security interest in substantially all of the assets of the Company’s dealership subsidiaries. Interest rates on the floor plan agreements are variable and increase or decrease based on movements in prime or LIBOR borrowing rates.


4.	Business Combinations

The Company completed one acquisition during each of the three month periods ended March 31, 2004 and 2003 which have been accounted for using the purchase method of accounting. As a result, the

UNITED AUTO GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Company’s financial statements include the results of operations of the acquired dealerships from the date of acquisition.


5.	Capital Transaction

On March 26, 2004, the Company sold an aggregate of 4,050 shares of common stock to Mitsui & Co., Ltd. and Mitsui & Co. (U.S.A.), Inc. for $119,435, or $29.49 per share. The proceeds of the sale were used for general corporate purposes which included reducing outstanding indebtedness under the Company’s credit agreements.


6.	Earnings Per Share

Basic earnings per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per common share is based on the weighted average number of common shares outstanding, adjusted for the dilutive effect of stock options, restricted stock and a stock price guarantee in connection with an acquisition consummated in 2000. For the three month period ended March 31, 2003, 969 shares issuable upon the exercise of outstanding options were excluded from the calculation of diluted earnings per common share because the effect of such securities was antidilutive. A reconciliation of the number of shares used in the calculation of basic and diluted earnings per common share is as follows:



	Three Months Ended
	March 31,

	2004		2003

Weighted average number of common shares outstanding		41,737		40,598
Effect of stock options		534		309
Effect of restricted stock		250		—
Effect of stock price guarantee		—		13

Weighted average number of common shares outstanding, including effect of dilutive securities		42,521		40,920


7.	Supplemental Cash Flow Information

The following table presents certain supplementary information to the consolidated condensed statements of cash flow:



	Three Months Ended
	March 31,

	2004		2003

Cash paid for interest	$	31,623	$	27,293
Cash paid for income taxes		703		1,129

UNITED AUTO GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)


8.	Long Term Debt

Long-term debt consisted of the following:


		March 31,		December 31,
		2004		2003

U.S. Credit Agreement — Revolving Loans, weighted average interest — 3.11% and 3.23% at March 31, 2004 and December 31, 2003, respectively		$	238,000	$	312,000
U.K. Credit Agreement — Revolving Loans, weighted average interest — 4.91% and 4.75% at March 31, 2004 and December 31, 2003, respectively			30,714		35,203
9.625% Senior Subordinated Notes due 2012			300,000		300,000
Other			4,385		4,516

	Total long-term debt		573,099		651,719
	Less: Current portion		1,175		8,574

	Net long-term debt	$	571,924	$	643,145


	*U.S. Credit Agreement*

The Company is party to a credit agreement with DaimlerChrysler Services North America LLC and Toyota Motor Credit Corporation, dated December 22, 2000, as amended (the “U.S. Credit Agreement”), which provides for up to $700,000 in revolving loans to be used for acquisitions, working capital, letters of credit, the repurchase of common stock and general corporate purposes. The Company is also party to an additional $50,000 standby letter of credit agreement provided by DaimlerChrysler Services North America LLC (the “Additional Facility”). Revolving loans mature on August 3, 2005. Loans under the U.S. Credit Agreement bear interest between U.S. LIBOR plus 2.00% and U.S. LIBOR plus 3.00%. The U.S. Credit Agreement is fully and unconditionally guaranteed on a joint and several basis by the Company’s domestic automotive dealership 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, create liens on assets, make investments or acquisitions and engage in mergers or consolidations. The Company is also required to comply with specified ratios and tests defined in the U.S. Credit Agreement. The U.S. Credit Agreement also contains typical events of default, including change of control and non-payment of obligations. Availability under the revolving portion of the U.S. Credit Agreement is subject to a collateral-based borrowing limitation, which is determined based on allowable domestic tangible assets. Substantially all of the Company’s domestic assets not pledged as security under the floor plan arrangements in the U.S. are subject to security interests granted to lenders under the U.S. Credit Agreement. The U.S. Credit Agreement, the subordinated notes discussed below and borrowings under floor plan financing arrangements have cross-default provisions that trigger a default in the event of an uncured default under other material indebtedness. As of March 31, 2004, outstanding borrowings and letters of credit under the U.S. Credit Agreement amounted to $238,000 and $9,500, respectively, and outstanding letters of credit amounted to $35,000 under the Additional Facility. As of March 31, 2004 the Company was in compliance with all financial covenants under the U.S. Credit Agreement.


	*U.K. Credit Agreement*

The Company is party to a credit agreement with the Royal Bank of Scotland dated February 28, 2003 (the “U.K. Credit Agreement”), which provides for up to £45,000 (approximately $82,200 as of March 31, 2004) in revolving loans to be used for acquisitions, working capital, and general corporate purposes. The U.K. Credit Agreement also provides for an additional seasonally adjusted overdraft line of credit up to a maximum

UNITED AUTO GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

of £10,000 (approximately $18,200 as of March 31, 2004). Loans under the U.K. Credit Agreement bear interest between U.K. LIBOR plus 0.85% and U.K. LIBOR plus 1.25%. The borrowing capacity under the U.K. Credit Agreement will be reduced by £2,000 every six months, with the first reduction having occurred on January 1, 2004. The remaining £35,000 of revolving loans mature on January 31, 2006. The U.K. Credit Agreement is fully and unconditionally guaranteed on a joint and several basis by the Company’s subsidiaries in the U.K. (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 defined in 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. Substantially all of the U.K. Subsidiaries’ assets not pledged as security under floor plan arrangements in the U.K. are subject to security interests granted to lenders under the U.K. Credit Agreement. The U.K. Credit Agreement also has cross-default provisions that trigger a default in the event of an uncured default under other material indebtedness of the U.K. Subsidiaries. As of March 31, 2004, outstanding borrowings under the U.K. Credit Agreement amounted to approximately £16,800 ($30,714), and the Company was in compliance with all financial covenants under the U.K. Credit Agreement.


	*Senior Subordinated Notes*

In March 2002, the Company issued $300,000 aggregate principal amount of 9.625% Senior Subordinated Notes due 2012 (the “Notes”). The Notes are unsecured senior subordinated notes and rank behind all existing and future senior debt, including debt under our credit agreements and floor plan indebtedness. The Notes are guaranteed by substantially all domestic subsidiaries on a senior subordinated basis. The Company can redeem all or some of the Notes at its option beginning in 2007 at specified redemption prices. In addition, until 2005 the Company is allowed to redeem up to 35% of the Notes with the net cash proceeds from specified public equity offerings. Upon a change of control, each holder of Notes will be able to require the company to repurchase all or some of the Notes at a redemption price of 101% of the principal amount of the Notes. The Notes also contain customary negative covenants and events of default.


9.	Interest Rate Swaps

Effective March 2004, the Company terminated a swap agreement pursuant to which a notional $350,000 of its U.S. floating rate debt was exchanged for fixed rate debt. This swap was designated as a cash flow hedge of future interest payments of the LIBOR based U.S. floor plan borrowings. The fair value of the swap upon termination was not significant. During January 2000, the Company entered into a swap agreement of five years duration pursuant to which a notional $200,000 of its U.S. floating rate debt was exchanged for fixed rate debt. The fixed rate interest was 7.15%. In October 2002, the terms of this swap were amended pursuant to which the interest rate was reduced to 5.86% and the term of the agreement was extended for an additional three years.


10.	Condensed Consolidating Financial Information

The following tables include condensed consolidating financial information as of March 31, 2004 and December 31, 2003 and for the three month periods ended March 31, 2004 and 2003 for United Auto Group, Inc. (as the issuer of the Notes), wholly-owned subsidiary guarantors, non-wholly owned guarantors, 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

UNITED AUTO GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

not necessarily indicative of the financial position, results of operations and cash flows of these entities on a stand-alone basis. In accordance with the SEC’s Rule 3-10 of Regulation S-X, separate financial statements for each of the entities that constitute the non-wholly owned guarantors are presented within.

Condensed Consolidating Balance Sheet

March 31, 2004


												Non-
												Wholly
												Owned			Non-
		Total					United Auto		Guarantor			Guarantor			Guarantor
		Company		Eliminations			Group, Inc.		Subsidiaries			Subsidiaries			Subsidiaries


		(In thousands)
Cash and cash equivalents		$	16,119	$	—		$	13,788	$	(2,757	)	$	1,206		$	3,882
Accounts receivable, net			358,372		—			—		229,997			17,494			110,881
Inventories			1,281,574		—			—		860,200			60,346			361,028
Other current assets			44,057		—			6,403		18,754			633			18,267

	Total current assets		1,700,122		—			20,191		1,106,194			79,679			494,058
Property and equipment, net			408,455		—			4,106		237,803			36,268			130,278
Intangible assets			1,093,196		—			—		772,110			92,741			228,345
Other assets			88,360		(907,456	)		974,755		17,011			294			3,756
Assets of discontinued operations			17,527		—			—		17,527			—			—

	Total Assets	$	3,307,660	$	(907,456	)	$	999,052	$	2,150,645		$	208,982		$	856,437

Floor plan notes payable		$	1,198,947	$	—		$	—	$	834,965		$	56,308		$	307,674
Accounts payable			210,918		—			25,146		41,277			7,546			136,949
Accrued expenses			166,411		—			684		46,210			33,293			86,224
Current portion of long-term debt			1,175		—			—		1,175			—			—

	Total current liabilities		1,577,451		—			25,830		923,627			97,147			530,847
Long-term debt			571,924		—			—		325,018			115,049			131,857
Other long-term liabilities			173,327		—			—		161,748			10,811			768
Liabilities of discontinued operations			11,736		—			—		11,736			—			—

	Total Liabilities		2,334,438		—			25,830		1,422,129			223,007			663,472

	Total Stockholders’ Equity		973,222		(907,456	)		973,222		728,516			(14,025	)		192,965

	Total Liabilities and Stockholders’ Equity	$	3,307,660	$	(907,456	)	$	999,052	$	2,150,645		$	208,982		$	856,437

UNITED AUTO GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Condensed Consolidating Statement of Income

Three Months Ended March 31, 2004


													Non-
													Wholly
													Owned			Non-
	Total						United Auto			Guarantor			Guarantor			Guarantor
	Company			Eliminations			Group, Inc.			Subsidiaries			Subsidiaries			Subsidiaries


	(In thousands)
Total revenues	$	2,356,312		$	—		$	—		$	1,510,875		$	109,600		$	735,837
Cost of sales		2,012,064			—			—			1,286,408			92,413			633,243

Gross profit		344,248			—			—			224,467			17,187			102,594
Selling, general, and administrative expenses		276,915						2,860			185,337			13,962			74,756
Depreciation and amortization		8,814			—			586			5,409			421			2,398

Operating income		58,519			—			(3,446	)		33,721			2,804			25,440
Floor plan interest expense		(13,323	)		—			—			(10,332	)		(358	)		(2,633	)
Other interest expense		(10,765	)		—			—			(7,312	)		(775	)		(2,678	)
Equity in earnings of subsidiaries		—			(37,318	)		37,318			—			—			—

Income from continuing operations before minority interests and income taxes		34,431			(37,318	)		33,872			16,077			1,671			20,129
Minority interests		(310	)		—			—			1			(321	)		10
Income taxes		(13,358	)		19,890			(18,054	)		(8,264	)		(891	)		(6,039	)

Income from continuing operations		20,763			(17,428	)		15,818			7,814			459			14,100
Income (loss) from discontinued operations, net of tax		(559	)		—			—			(559	)		—			—

Net income	$	20,204		$	(17,428	)	$	15,818		$	7,255		$	459		$	14,100

UNITED AUTO GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Condensed Consolidating Statement of Cash Flow

Three Months Ended March 31, 2004


														Non-
														Wholly
														Owned			Non-
			Total					United Auto			Guarantor			Guarantor			Guarantor
			Company			Eliminations		Group, Inc.			Subsidiaries			Subsidiaries			Subsidiaries


			(In thousands)
Net cash from operating activities			$	6,481		$	—	$	(124,737	)	$	128,654		$	1,603		$	961

Investing Activities:
	Purchase of equipment and improvements			(49,274	)		—		(457	)		(13,463	)		(7,249	)		(28,105	)
	Proceeds from sale — leaseback transactions			3,750			—		—			3,750			—			—
	Dealership acquisitions, net			(2,534	)		—		—			(188	)		—			(2,346	)

		Net cash from investing activities		(48,058	)		—		(457	)		(9,901	)		(7,249	)		(30,451	)

Financing Activities:
	Net borrowings (repayments) of long-term debt			(79,428	)		—		—			(89,690	)		6,783			3,479
	Proceeds from issuance of common stock			125,358			—		125,358			—			—			—
	Distributions to (from) parent			—			—		10,796			(33,890	)		(1,906	)		25,000
	Dividends			(4,149	)		—		(4,149	)		—			—			—

		Net cash from financing activities		41,781			—		132,005			(123,580	)		4,877			28,479

		Net cash from discontinued operations		2,476			—		—			2,476			—			—

		Net increase (decrease) in cash and cash equivalents		2,680			—		6,811			(2,351	)		(769	)		(1,011	)
Cash and cash equivalents, beginning of period				13,439			—		6,977			(406	)		1,975			4,893

Cash and cash equivalents, end of period			$	16,119		$	—	$	13,788		$	(2,757	)	$	1,206		$	3,882

UNITED AUTO GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Condensed Consolidating Balance Sheet

December 31, 2003


												Non-
												Wholly
												Owned			Non-
		Total					United Auto		Guarantor			Guarantor			Guarantor
		Company		Eliminations			Group, Inc.		Subsidiaries			Subsidiaries			Subsidiaries


		(In thousands)
Cash and cash equivalents		$	13,439	$	—		$	6,977	$	(406	)	$	1,975		$	4,893
Accounts receivable, net			342,446		—			—		237,509			18,819			86,118
Inventories			1,166,756		—			—		790,169			58,011			318,576
Other current assets			43,090		—			581		23,757			911			17,841

	Total current assets		1,565,731		—			7,558		1,051,029			79,716			427,428
Property and equipment, net			368,504		—			4,235		232,687			29,440			102,142
Intangible assets			1,085,034		—			—		771,858			92,741			220,435
Other assets			89,968		(780,286	)		837,653		26,228			303			6,070
Assets from discontinued operations			27,944		—			—		27,944			—			—

	Total Assets	$	3,137,181	$	(780,286	)	$	849,446	$	2,109,746		$	202,200		$	756,075

Floor plan notes payable		$	1,122,065	$	—		$	—	$	773,865		$	58,907		$	289,293
Accounts payable			162,404		—			18,068		53,627			5,582			85,127
Accrued expenses			184,694		—			2,966		56,149			31,577			94,002
Current portion of long-term debt			8,574		—			—		1,460			—			7,114

	Total current liabilities		1,477,737		—			21,034		885,101			96,066			475,536
Long-term debt			643,145		—			—		410,886			108,266			123,993
Other long-term liabilities			168,111		—			—		153,748			10,446			3,917
Liabilities from discontinued operations			19,776		—			—		19,776			—			—

	Total Liabilities		2,308,769		—			21,034		1,469,511			214,778			603,446

	Total Stockholders’ Equity		828,412		(780,286	)		828,412		640,235			(12,578	)		152,629

	Total Liabilities and Stockholders’ Equity	$	3,137,181	$	(780,286	)	$	849,446	$	2,109,746		$	202,200		$	756,075

UNITED AUTO GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Condensed Consolidating Statement of Income

Three Months Ended March 31, 2003


													Non-wholly
													Owned			Non-
	Total						United Auto			Guarantor			Guarantor			Guarantor
	Company			Eliminations			Group, Inc.			Subsidiaries			Subsidiaries			Subsidiaries


	(In thousands)
Total revenues	$	1,894,983		$	—		$	—		$	1,349,916		$	92,910		$	452,157
Cost of sales		1,619,595			—			—			1,150,164			78,789			390,642

Gross profit		275,388			—			—			199,752			14,121			61,515
Selling, general, and administrative expenses		220,632			—			3,017			159,007			11,086			47,522
Depreciation and amortization		7,000			—			76			5,208			213			1,503

Operating income		47,756			—			(3,093	)		35,537			2,822			12,490
Floor plan interest expense		(8,736	)		—			—			(6,896	)		(340	)		(1,500	)
Other interest expense		(10,282	)		—			—			(7,210	)		(798	)		(2,274	)
Equity in earnings of subsidiaries		—			(39,848	)		39,848			—			—			—

Income from continuing operations before minority interests, income taxes and cumulative effect of accounting change		28,738			(39,848	)		36,755			21,431			1,684			8,716
Minority interests		(393	)		—			—			(89	)		(301	)		(3	)
Income taxes		(11,353	)		16,856			(15,547	)		(9,503	)		(712	)		(2,447	)

Income from continuing operations		16,992			(22,992	)		21,208			11,839			671			6,266
Income (loss) from discontinued operations, net of tax		(201	)		—			—			176			—			(377	)

Income before cumulative effect of accounting change, net of tax		16,791			(22,992	)		21,208			12,015			671			5,889
Cumulative effect of accounting change, net of tax		(3,058	)		—			—			(3,014	)		(44	)		—

Net income	$	13,733		$	(22,992	)	$	21,208		$	9,001		$	627		$	5,889

UNITED AUTO GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Condensed Consolidating Statement of Cash Flows

Three Months Ended March 31, 2003


													Owned
													Non-wholly			Non-
		Total					United Auto			Guarantor			Guarantor			Guarantor
		Company			Eliminations		Group, Inc.			Subsidiaries			Subsidiaries			Subsidiaries


		(In thousands)
Net cash from operating activities		$	(1,894	)	$	—	$	270		$	(14,500	)	$	3,373		$	8,963

Investing Activities:
Purchase of equipment and improvements			(41,634	)		—		(270	)		(34,022	)		(2,416	)		(4,926	)
Proceeds from sale — leaseback transactions			—			—		—			—			—			—
Dealership acquisitions, net			(2,791	)		—		—			(2,330	)		—			(461	)

	Net cash from investing activities		(44,425	)		—		(270	)		(36,352	)		(2,416	)		(5,387	)

Financing Activities:
Net borrowings (repayments) of long-term debt			47,476			—		—			38,729			—			8,747
Distributions to (from) parent			—			—		—			5,913			(1,411	)		(4,502	)
Dividends			—			—		—			—			—			—

	Net cash from financing activities		47,476			—		—			44,642			(1,411	)		4,245

	Net cash from discontinued operations		6,964			—		—			6,964			—			—

	Net increase (decrease) in cash and cash equivalents		8,121			—		—			754			(454	)		7,821
Cash and cash equivalents, beginning of period			9,844			—		—			9,110			454			280

Cash and cash equivalents, end of period		$	17,965		$	—	$	—		$	9,864		$	—		$	8,101


Item 2.	*Management’s Discussion and Analysis of Financial Condition and Results of Operations*

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward looking statements as a result of various factors. See “Forward Looking Statements”.

Overview

We are the second largest automotive retailer in the United States as measured by total revenues. As of March 31, 2004, we owned and operated 136 franchises in the United States and 83 franchises internationally, primarily in the United Kingdom. We offer a full range of vehicle brands. In addition to selling new and used vehicles, we generate higher-margin revenue at each of our dealerships through maintenance and repair services and the sale of higher margin products, such as third party finance and insurance products, third-party extended service contracts and replacement and aftermarket automotive products.

New vehicle revenues include sales to retail customers and to leasing companies providing consumer automobile leasing. Used vehicle revenues include amounts received for used vehicles sold to retail customers, leasing companies providing consumer leasing and other dealers. We generate finance and insurance revenues from sales of third-party extended service contracts, other third-party insurance policies, and accessories, as well as from fees for placing third-party finance and lease contracts. Service and parts revenues include fees paid for repair and maintenance service, the sale of replacement parts and collision repairs.

Our gross profit tends to vary with the mix of revenues we derive from the sale of new vehicles, used vehicles, finance and insurance products, and service and parts services. Our gross profit generally varies across product lines, with new vehicle sales usually resulting in lower gross profit margins and our other products resulting in higher gross profit margins. Factors such as seasonality, weather, cyclicality and manufacturers’ advertising and incentives may impact the mix of our revenues, and therefore influence our gross profit margin.

Our selling expenses consist of advertising and compensation for sales personnel, including commissions and related bonuses. General and administrative expenses include compensation for administration, finance, legal and general management personnel, rent, insurance, utilities and other outside services. A significant portion of our selling expenses are variable, and a significant portion of our general and administrative expenses are subject to our control, allowing us to adjust them over time to reflect economic trends.

Floor plan interest expense relates to indebtedness incurred in connection with the acquisition of new and used vehicle inventories. Other interest expense consists of interest charges on all of our interest-bearing debt, other than interest relating to floor plan financing.

We have acquired a number of dealerships each year since our inception. Each of these acquisitions has been accounted for using the purchase method of accounting. As a result, our financial statements include the results of operations of the acquired dealerships from the date of acquisition.

The future success of our business will likely be dependent on, among other things, our ability to consummate and integrate acquisitions, our ability to increase sales of higher margin products, especially service and parts sales, our ability to realize returns on our significant capital investment in new and upgraded dealerships, and the success of our international operations. See “Forward Looking Statements.”

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting standards generally accepted in the United States of America requires the application of accounting policies that often involve making estimates and employing judgment. Such judgments influence the reported amounts of the assets, liabilities, revenues and expenses in the Company’s consolidated financial statements. Management, on an ongoing basis, reviews these estimates and assumptions. Management’s determination that modifications in assumptions and estimates are appropriate may result in a material change in our future results of operations or financial position as reported in the consolidated financial statements.

Following is a summary of the accounting policies applied in the preparation of our consolidated condensed financial statements that management believes are most dependent upon the use of estimates and assumptions.


	*Revenue Recognition*


	Vehicle, Parts and Service Sales

We record revenue when vehicles are delivered and title has passed to the customer, when vehicle service or repair work is performed and when parts are delivered. Sales promotions that we offer to customers are accounted for as a reduction to the sales price at the time of sale. Incentives, rebates and holdbacks offered by manufacturers directly to us are recognized at the time of sale if they are vehicle specific, or as earned in accordance with the manufacturer program rules.


	Finance and Insurance Sales

We arrange financing for customers through various financial institutions and receive a commission from the lender equal to the difference between the interest rates charged to customers and the interest rates set by the financing institution. We also receive commissions from the sale of various third-party insurance products to customers, including credit, life, and health insurance policies and extended service contracts. These commissions are recorded as revenue at the time the customer enters into the contract. We are not the obligor under any of these contracts. In the case of finance contracts, a customer may prepay or fail to pay their contract, thereby terminating the contract. Customers may also terminate extended service contracts, which are fully paid at purchase, and become eligible for refunds of unused premiums. In these circumstances, a portion of the commissions we receive may be charged back to us based on the relevant terms of the contracts. The revenue we record relating to commissions is net of an estimate of the ultimate amount of chargebacks we will be required to pay. Such estimate of chargeback exposure is based on our historical chargeback experience arising from similar contracts, including the impact of refinance and default rates on retail finance contracts and cancellation rates on extended service contracts and other insurance products.


	*Intangible Assets*


	Useful Lives

Our principal intangible assets relate to our franchise agreements with vehicle manufacturers, which represent the estimated value of franchises acquired in business combinations consummated subsequent to July 1, 2001, and goodwill, which represents the excess of cost over the fair value of tangible and identified intangible assets acquired in connection with business combinations. We believe the franchise value of our dealerships have an indefinite life based on the following facts:

• Automotive retailing is a mature industry and is based on franchise agreements with the vehicle manufacturers;

• There are no known changes or events that would alter the automotive retailing franchise environment;

• Certain franchise agreement terms are indefinite;

• Franchise agreements that have limited terms have historically been renewed without substantial cost;

• Our industry’s history shows that manufacturers rarely terminate franchise agreements; and

• State franchise laws are typically in favor of the franchisee and limit the franchisor’s ability to terminate the franchise agreement without substantial cause.

Intangible assets with finite lives are amortized over their estimated useful lives.


	Impairment Testing

Intangible assets are reviewed for impairment on at least an annual basis. Franchise value impairment is assessed through a comparison of the fair value of the asset with its carrying value. If the carrying value of a franchise exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. We also evaluate the remaining useful life of our franchises in connection with the annual impairment testing to determine whether events and circumstances continue to support an indefinite useful life. Goodwill impairment is assessed at the “reporting unit” level. We have three “regions”, each of which has been determined to be a reporting unit due to the fact that discrete financial information is available for each region and each region’s operating results are regularly reviewed by our Chief Executive Officer and executive management team. If the carrying amount of a reporting unit is determined to exceed its fair value, an impairment loss is recognized.


	*Investments*

Investments include marketable securities and investments in businesses accounted for under the equity method. Marketable securities include investments in debt and equity securities. Marketable securities held by us are typically classified as available for sale and are stated at fair value in our balance sheet with unrealized gains and losses included in other comprehensive income, a separate component of stockholders’ equity. Declines in investment values that are deemed to be other than temporary would result in an impairment charge reducing the investments’ carrying value to fair value. A majority of our investments are in joint venture relationships that are more fully described in “Joint Ventures” in this Management’s Discussion and Analysis. Such joint ventures are accounted for under the equity method, pursuant to which we record our proportionate share of joint venture income each period.


	*Self-Insurance*

We retain risk relating to certain of our general liability insurance, workers’ compensation insurance and employee medical benefits in the United States. As a result, we are likely to be responsible for a majority of the claims and losses incurred under these programs. The amount of risk we retain varies by program, but we typically pay per occurrence deductibles and have pre-determined maximum exposure limits for each insurance period. The majority of losses, if any, above the pre-determined exposure limits are typically paid by third-party insurance carriers. Our estimate of future losses is prepared by management using the Company’s historical loss experience and industry based development factors.


	*Income Taxes*

Tax regulations may require items to be included in the tax return at different times than the items are reflected in the financial statements. Some of these differences are permanent, such as expenses which are not deductible on our tax return, and some are timing differences, such as the timing of depreciation expense. Timing differences create deferred tax assets and liabilities. Deferred tax assets generally represent items that can be used as a tax deduction or credit in our tax return in future years for which we have already recorded the tax effect in our financial statements. Deferred tax liabilities generally represent expenses recognized in our financial statements for which payment has been deferred or deductions taken on our tax return which have not yet been recognized as expense in our financial statements. We establish valuation allowances for our deferred tax assets if the amount of expected future taxable income is not likely to allow for the use of the deduction or credit.

Results of Operations


	*Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003*

Total Retail Data



							2004 vs. 2003

	2004			2003			Change			% Change


	(In millions, except unit and per unit amounts)
Total retail unit sales		64,779			57,842			6,937			12.0%
Total same store retail unit sales		59,165			57,224			1,941			3.4%
Total retail sales revenue	$	2,153.9		$	1,754.0		$	399.9			22.8%
Total same store retail sales revenue	$	1,926.9		$	1,736.0		$	190.9			11.0%
Total retail gross profit	$	343.0		$	275.7		$	67.3			24.4%
Total retail gross margin		15.9	%		15.7	%		0.2	%		1.3%


	Units

Retail data includes new vehicle, used vehicle, finance and insurance and service and parts transactions. Retail unit sales of vehicles increased by 6,937, or 12.0%, from 2003 to 2004. The increase is due to: (1) a 1,941 unit, or 3.4%, increase in same store retail unit sales and (2) a 4,996 unit increase from net dealership acquisitions during the period. We believe that the same store increase is due in part to our favorable brand mix, which includes a higher concentration of foreign and luxury nameplates.


	Revenues

Retail sales revenue increased $399.9 million, or 22.8%, from 2003 to 2004. The increase is due to: (1) a $190.9 million, or 11.0%, increase in same store revenues and (2) a $209.0 million increase from net dealership acquisitions during the period. The same store revenue increase is due to (1) a 3.4% increase in retail unit sales, which increased revenue by $61.7 million, (2) a $1,811, or 6.3%, increase in average new vehicle revenue per unit, which increased revenue by $67.0 million, (3) a $1,539 or 7.4% increase in average used vehicle revenue per unit, which increased revenue by $31.1 million (4) a $24, or 3.0%, increase in average finance and insurance revenue per unit, which increased revenue by $1.4 million and (5) a $29.7 million, or 14.5%, increase in service and parts revenues. Retail revenues were positively affected by approximately $74.2 million by foreign currency exchange rates in 2004.


	Gross Profit

Retail gross profit increased $67.3 million, or 24.4%, from 2003 to 2004. The increase is due to (1) the 12.0% increase in retail unit sales, which increased gross profit $23.0 million, (2) a $247, or 10.2%, increase in average gross profit per new vehicle retailed, which increased gross profit by $9.2 million, (3) a $171, or 8.9%, increase in average gross profit per used vehicle retailed, which increased gross profit by $3.6 million, (4) a $14, or 1.7%, increase in average finance and insurance revenue per unit, which increased gross profit by $0.8 million and (5) a $30.7 million, or 30.9%, increase in service and parts gross profit.

New Vehicle Data



							2004 vs. 2003

	2004			2003			Change			% Change

New retail unit sales		42,121			37,373			4,748			12.7	%
Same store new retail unit sales		39,037			37,020			2,017			5.4	%
New retail sales revenue	$	1,316.4		$	1,076.6		$	239.8			22.3	%
Same store new retail sales revenue	$	1,196.2		$	1,067.4		$	128.8			12.1	%
New retail sales revenue per unit	$	31,252		$	28,806		$	2,446			8.5	%
Same store new retail sales revenue per unit	$	30,643		$	28,832		$	1,811			6.3	%
Gross profit — new	$	112.6		$	90.7		$	21.9			24.2	%
Average gross profit per new vehicle retailed	$	2,673		$	2,426		$	247			10.2	%
Gross margin % — new		8.6	%		8.4	%		0.2	%		2.7	%


	Units

Retail unit sales of new vehicles increased 4,748, or 12.7%, from 2003 to 2004. The increase is due to: (1) a 2,017 unit, or 5.4%, increase in same store retail unit sales and (2) a 2,731 unit increase from net dealership acquisitions during the period. We believe that the same store increase is due in part to our favorable brand mix, which includes a concentration of foreign and luxury nameplates.


	Revenues

New vehicle retail sales revenue increased $239.8 million, or 22.3%, from 2003 to 2004. The increase is due to: (1) a $128.8 million, or 12.1%, increase in same store revenues and (2) a $111.0 million increase from net dealership acquisitions during the period. The same store revenue increase is due to a 5.4% increase in retail unit sales, which increased revenue by $61.8 million, and a $1,811, or 6.3%, increase in comparative average selling prices per unit, which increased revenue by $67.0 million.


	Gross Profit

Retail gross profit from new vehicle sales increased $21.9 million, or 24.2%, from 2003 to 2004. The increase is due to: (1) a 12.7% increase in new retail unit sales, which increased gross profit by $12.7 million, and a $247, or 10.2%, increase in average gross profit per new vehicle retailed, which increased gross profit by $9.2 million.

Used Vehicle Data



							2004 vs. 2003

	2004			2003			Change			% Change

Used retail unit sales		22,658			20,469			2,189			10.7	%
Same store used retail unit sales		20,128			20,204			(76	)		(0.4	)%
Used retail sales revenue	$	525.0		$	424.6		$	100.4			23.7	%
Same store used retail sales revenue	$	448.0		$	418.6		$	29.4			7.0	%
Used retail sales revenue per unit	$	23,169		$	20,741		$	2,428			11.7	%
Same store used retail sales revenue per unit	$	22,259		$	20,720		$	1,539			7.4	%
Gross profit — used	$	47.5		$	39.4		$	8.1			20.5	%
Average gross profit per used vehicle retailed	$	2,097		$	1,926		$	171			8.9	%
Gross margin % — used		9.0	%		9.3	%		(0.3	)%		(3.6	)%


	Units

Retail unit sales of used vehicles increased 2,189, or 10.7%, from 2003 to 2004. The increase is due to a 2,265 unit increase from net dealership acquisitions during the period offset slightly by a 76 unit, or 0.4%, decrease in same store used retail unit sales.


	Revenues

Used vehicle retail sales revenue increased $100.4 million, or 23.7%, from 2003 to 2004. The increase is due to: (1) a $29.4 million, or 7.0%, increase in same store revenues and (2) a $71.0 million increase from net dealership acquisitions during the period. The same store revenue increase is due to a $1,539, or 7.4%, increase in comparative average selling prices per vehicle, which increased revenue by $31.1 million, offset somewhat by a 0.4% decrease in retail unit sales, which decreased revenue by $1.7 million.


	Gross Profit

Retail gross profit from used vehicle sales increased $8.1 million, or 20.5%, from 2003 to 2004. The increase is due to: (1) a 10.7% increase in used retail unit sales, which increased gross profit by $4.6 million, and (2) a $171, or 8.9%, increase in average gross profit per used vehicle retailed, which increased gross profit by $3.5 million.

Finance and Insurance Data



					2004 vs. 2003

	2004		2003		Change		% Change

Total retail unit sales		64,779		57,842		6,937		12.0%
Total same store retail unit sales		59,165		57,224		1,941		3.4%
Finance and insurance revenue	$	53.0	$	46.6	$	6.4		13.7%
Same store finance and insurance revenue	$	49.1	$	46.1	$	3.0		6.5%
Finance and insurance revenue per unit	$	819	$	805	$	14		1.7%
Same store finance and insurance revenue per unit	$	829	$	805	$	24		3.0%

Finance and insurance revenue increased $6.4 million, or 13.7%, from 2003 to 2004. The increase is due to: (1) a $3.0 million, or 6.5%, increase in same store revenues and (2) a $3.4 million increase from net dealership acquisitions during the period. The same store revenue increase is due to (1) the 3.4% increase in retail unit sales, which increased revenue by $1.6 million and (2) a $24, or 3.0%, increase in comparative average finance and insurance revenue per unit, which increased revenue by $1.4 million.

Service and Parts Data



							2004 vs. 2003

	2004			2003			Change			% Change

Service and parts revenue	$	259.5		$	206.3		$	53.2			25.8%
Same store service and parts revenue	$	233.6		$	203.9		$	29.7			14.5%
Gross profit	$	129.8		$	99.1		$	30.7			30.9%
Same store gross profit	$	115.6		$	97.9		$	17.7			18.0%
Gross margin		50.0	%		48.0	%		2.0	%		4.2%
Same store gross margin		49.5	%		48.0	%		1.5	%		3.1%

Service and parts revenue increased $53.2 million, or 25.8%, from 2003 to 2004. The increase is due to: (1) a $29.7 million, or 14.5%, increase in same store revenues and (2) a $23.5 million increase from net dealership acquisitions during the period.

Service and parts gross profit increased $30.7 million, or 30.9%, from 2003 to 2004. The increase is due to: (1) a $17.7 million, or 18.0%, increase in same store gross profit and (2) a $13.0 million increase from net dealership acquisitions during the period.

We believe that our service and parts business is being positively impacted by increases in retail unit sales at our dealerships and capacity increases in our service and parts operations resulting from our facility improvement and expansion programs.

Fleet Data



							2004 vs. 2003

	2004			2003			Change			% Change

Fleet unit sales		1,757			1,419			338			23.8	%
Fleet sales revenue	$	32.5		$	25.9		$	6.6			25.6	%
Fleet sales revenue per unit	$	18,511		$	18,249		$	262			1.4	%
Gross profit — fleet	$	0.5		$	0.7		$	(0.2	)		(28.5	)%
Average gross profit per fleet unit	$	311		$	486		$	(175	)		(36.1	)%
Gross margin % — fleet		1.7	%		2.7	%		(1.0	)%		(36.8	)%

Fleet revenues increased $6.6 million, or 25.6%, from 2003 to 2004. We have generally elected to de-emphasize low margin fleet business, however, opportunities to obtain such business are considered on a case by case basis. We may elect to selectively pursue fleet opportunities in circumstances where we believe we will be able to generate higher margin service and parts revenues throughout the life cycle of the fleet vehicle.

Wholesale Data



							2004 vs. 2003

	2004			2003			Change			% Change

Wholesale unit sales		19,411			15,330			4,081			26.6%
Same store wholesale unit sales		17,433			15,096			2,337			15.5%
Wholesale sales revenue	$	169.9		$	115.0		$	54.9			47.7%
Same store wholesale sales revenue	$	146.1		$	113.4		$	32.7			28.8%
Wholesale sales revenue per unit	$	8,755		$	7,500		$	1,255			16.7%
Same store wholesale sales revenue per unit	$	8,381		$	7,513		$	868			11.6%
Gross profit — wholesale	$	0.7		$	(1.0	)	$	1.7			170.0%
Average gross profit per wholesale unit	$	38		$	(67	)	$	105			158.0%
Gross margin % — wholesale		0.4	%		(0.9	)%		1.3	%		144.4%

Wholesale sales increased $54.9 million, or 47.7%, from 2003 to 2004. The increase is due to (1) a $32.7 million or 28.8%, increase in same store wholesale sales revenue and (2) a $22.2 million increase from net dealership acquisitions during the period.

Wholesale gross profit increased $1.7 million, or 170.0%, from 2003 to 2004. The increase is due primarily to a $105, or 158.0%, increase in average wholesale gross profit per vehicle. We believe that the improvement in wholesale gross profit over the periods is due in part to our used car initiatives, including implementing closed bid auctions at certain of our locations.

Selling, General and Administrative

Selling, general and administrative “SG&A” expenses increased $56.3 million, or 25.5%, from $220.6 million to $276.9 million. The aggregate increase is primarily due to (1) a $32.6 million, or 15.0%, increase in same store SG&A and (2) a $23.7 million increase from net dealership acquisitions during the period. The increase in same store selling, general and administrative expenses is due in large part to (1) increased variable selling expenses, including increases in variable compensation, as a result of the 24.4%

increase in retail gross profit over the prior year, (2) increased rent and related costs due in part to our facility improvement and expansion program and, (3) increased advertising and promotion caused by the overall competitiveness of the retail vehicle market and the promotion of expanded manufacturer incentive programs. SG&A expenses increased as a percentage of total revenue from 11.6% to 11.8% and as a percentage of gross profit from 80.1% to 80.4%.

Depreciation and Amortization

Depreciation and amortization increased $1.8 million, or 25.9%, from $7.0 million to $8.8 million. The increase is due to: (1) a $1.4 million, or 21.2%, increase in same store depreciation and amortization and (2) a $0.4 million increase from net dealership acquisitions during the period. The same store increase is due in large part to our facility improvement and expansion program.

Floor Plan Interest Expense

Floor plan interest expense increased $4.6 million, or 52.5%, from $8.7 million to $13.3 million. The increase is due to: (1) a $3.9 million, or 45.2%, increase in same store floor plan interest expense and (2) a $0.7 million increase from net dealership acquisitions during the period. The same store increase is primarily due to (1) $1.8 million of incremental interest resulting from our March 2003 interest rate swap, pursuant to which a notional $350.0 million of our floating rate floor plan debt was exchanged for a 3.15% fixed rate for a five year period, (2) an increase in average inventories during 2004 compared to 2003 and (3) a slight increase in our weighted average borrowing rate during 2004 compared to 2003.

Other Interest Expense

Other interest expense increased $0.5 million, or 4.7%, from $10.3 million to $10.8 million. The increase is due primarily to increased working capital advances.

Income Taxes

Income taxes increased $2.0 million, or 17.7%, from $11.4 million to $13.4 million. The increase is due primarily to an increase in pre-tax income compared with 2003, offset by a reduction in our effective rate resulting from an increase in the relative proportion of our income from our U.K. operations, which are taxed at a lower rate.

Liquidity and Capital Resources

Our cash requirements are primarily for working capital, the acquisition of new dealerships, the improvement and expansion of existing facilities, the construction of new facilities and dividends. Historically, these cash requirements have been met through cash flow from operations, borrowings under our credit agreements (including floor plan arrangements), the issuance of debt securities, sale-leaseback transactions and the issuance of equity securities. As of March 31, 2004, we had working capital of $122.7 million.

As of March 31, 2004, we had approximately $16.1 million of cash available to fund operations and future acquisitions. In addition, as of March 31, 2004, $452.0 million and £26.2 million ($47.8 million) was available for borrowing under our U.S. Credit Agreement and our U.K. Credit Agreement, respectively. Availability under the U.S. Credit Agreement may be limited by a borrowing base collateral requirement (in general, the borrowing base is equal to certain tangible assets plus $300.0 million) and other conditions discussed below. Borrowings used to finance the cost of domestic acquisitions and domestic capital construction projects will typically increase tangible assets, allowing the Company to access borrowing capacity which might not be available due to the base collateral limitation in the U.S. Credit Agreement.

We paid a cash dividend on our common stock on March 1, 2004. The dividend was in the amount of ten cents per share. Future quarterly or other cash dividends will depend upon our earnings, capital requirements, financial condition, restrictions on any then existing indebtedness and other factors considered relevant by our Board of Directors.

Our principal source of growth has come from acquisitions of automotive dealerships. We believe that our cash flow provided by operating activities and our existing capital resources, including the liquidity provided by our credit agreements and floor plan financing arrangements, will be sufficient to fund our current operations and commitments for the next twelve months. To the extent we pursue additional significant acquisitions, we may need to raise additional capital either through the public or private issuance of equity or debt securities or through additional bank borrowings. We may not have sufficient availability under our credit agreements to finance significant additional acquisitions. In certain circumstances, a public equity offering could require the prior approval of certain automobile manufacturers. There is no assurance that we would be able to access the capital markets or increase our borrowing capabilities on terms acceptable to us, if at all.


	*Inventory Financing*

We finance the majority of our new and a portion of our used vehicle inventory under revolving floor plan financing arrangements between our subsidiaries and various lenders. In the U.S., we make monthly interest payments on the amount financed, but are generally not required to make loan principal repayments prior to the sale of the new and used vehicles we have financed. In the U.K., we pay interest only for 90 days, after which we repay the floor plan indebtedness with cash flow from operations or borrowings under our credit agreements. The floor plan agreements grant a security interest in substantially all of the assets of our automotive dealership subsidiaries. Interest rates under the floor plan arrangements are variable and increase or decrease based on movements in the prime rate or LIBOR. Outstanding borrowings under floor plan arrangements amounted to $1,198.9 million as of March 31, 2004, of which $268.9 million related to inventory held by our U.K. subsidiaries.


	*U.S. Credit Agreement*

We are party to a credit agreement with DaimlerChrysler Services North America LLC and Toyota Motor Credit Corporation, dated December 22, 2002, as amended (the “U.S. Credit Agreement”), which provides for up to $700.0 million in revolving loans to be used for acquisitions, working capital, letters of credit, the repurchase of common stock and general corporate purposes. We are also party to an additional $50.0 million standby letter of credit facility provided by DaimlerChrysler Services North America LLC (the “Additional Facility”). Revolving loans under the U.S. Credit Agreement mature on August 3, 2005 and bear interest between U.S. LIBOR plus 2.00% and U.S. LIBOR plus 3.00%. The U.S. Credit Agreement is fully and unconditionally guaranteed on a joint and several basis by our domestic automotive dealership subsidiaries and contains a number of significant covenants that, among other things, restrict our ability to dispose of assets, incur additional indebtedness, repay other indebtedness, create liens on assets, make investments or acquisitions and engage in mergers or consolidations. We do not currently believe that such covenants will materially affect our acquisition or operating strategy. We are also required to comply with specified ratios and tests defined in the U.S. Credit Agreement. The U.S. Credit Agreement also contains typical events of default, including change of control and non-payment of obligations. Availability under the revolving portion of the U.S. Credit Agreement is subject to a collateral-based borrowing limitation, which is determined based on our allowable domestic tangible assets. Substantially all of our domestic assets not pledged as security under the floor plan arrangements are subject to security interests granted to lenders under the U.S. Credit Agreement. Our U.S. Credit Agreement, the subordinated notes discussed below and borrowings under floor plan financing arrangements have cross-default provisions that trigger a default in the event of an uncured default under other material indebtedness. As of March 31, 2004, outstanding borrowings and letters of credit under the U.S. Credit Agreement amounted to $238.0 million and $9.5 million, respectively, and outstanding letters of credit amounted to $35.0 million under the Additional Facility. As of March 31, 2004 we were in compliance with all financial covenants under the U.S. Credit Agreement.


	*U.K. Credit Agreement*

We are party to a credit agreement with the Royal Bank of Scotland dated February 28, 2003 (the “U.K. Credit Agreement”), which provides for up to £45.0 million (approximately $82.2 million as of March 31, 2004) in revolving loans to be used for acquisitions, working capital, and general corporate

purposes. The U.K. Credit Agreement also provides for an additional seasonally adjusted overdraft line of credit up to a maximum of £10.0 million (approximately $18.2 million as of March 31, 2004). Loans under the U.K. Credit Agreement bear interest between U.K. LIBOR plus 0.85% and U.K. LIBOR plus 1.25%. Our borrowing capacity under the U.K. Credit Agreement will be reduced by £2.0 million every six months, with the first reduction having occurred on January 1, 2004. The remaining £35.0 million of revolving loans mature on January 31, 2006. The U.K. Credit Agreement is fully and unconditionally guaranteed on a joint and several basis by our subsidiaries in the U.K. (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. We do not currently believe that such covenants will materially affect our acquisition or operating strategy. In addition, the U.K. Subsidiaries are required to comply with specified ratios and tests defined in 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. Substantially all of the U.K. Subsidiaries’ assets not pledged as security under the floor plan arrangements are subject to security interests granted to lenders under the U.K. Credit Agreement and the U.K. Credit Agreement has cross-default provisions that trigger a default in the event of an uncured default under other material indebtedness of the U.K. Subsidiaries. As of March 31, 2004, outstanding borrowings under the U.K. Credit Agreement amounted to approximately £16.8 million ($30.7 million), and we were in compliance with all financial covenants under the U.K. Credit Agreement.


	*Senior Subordinated Notes*

In March 2002, we issued $300.0 million aggregate principal amount of 9.625% Senior Subordinated Notes due 2012 (the “Notes”). The Notes are unsecured senior subordinated notes and rank behind all existing and future senior debt, including debt under our credit agreements and floor plan indebtedness. The Notes are guaranteed by substantially all of our domestic subsidiaries on a senior subordinated basis. We can redeem all or some of the Notes at our option beginning in 2007 at specified redemption prices. In addition, until 2005 we are allowed to redeem up to 35% of the Notes with the net cash proceeds from specified public equity offerings. Upon a change of control, each holder of Notes will be able to require us to repurchase all or some of the Notes at a redemption price of 101% of the principal amount of the Notes. The Notes also contain customary negative covenants and events of default.


	*Interest Rate Swaps*

Effective March 2004, we terminated a swap agreement pursuant to which a notional $350.0 million of our U.S. floating rate debt was exchanged for fixed rate debt. This swap was designated as a cash flow hedge of future interest payments of our LIBOR based U.S. floor plan borrowings. The fair value of the swap upon termination was not significant. During January 2000, we entered into a swap agreement of five years duration pursuant to which a notional $200.0 million of our U.S. floating rate debt was exchanged for fixed rate debt. The fixed rate interest was 7.15%. In October 2002, the terms of this swap were amended pursuant to which the interest rate was reduced to 5.86% and the term of the agreement was extended for an additional three years.


	*Other Financing Arrangements*

In the past, we have entered into sale-leaseback transactions to finance certain acquisitions and capital expenditures. In these transactions we sell property to a third-party and agree to lease that property back for a certain period of time. We believe we will continue to finance certain acquisitions and capital expenditures in this fashion in the future. Commitments under such leases are included in the table of contractual payment obligations below.


	*Capital Transaction*

On March 26, 2004, we sold an aggregate of 4,050,000 shares of our common stock to Mitsui & Co., Ltd. and Mitsui & Co. (U.S.A.), Inc. for $119.4 million, or $29.49 per share. The proceeds of the sale were used for general corporate purposes which included reducing outstanding indebtedness under our credit agreements.

Cash Flows

Cash and cash equivalents increased by $2.7 million and $8.1 million during the three months ended March 31, 2004 and 2003, respectively. The major components of these changes are discussed below.


	*Cash Flows from Operating Activities*

Cash provided by operating activities was $6.5 million and a use of $1.9 million during the three months ended March 31, 2004 and 2003, respectively. Cash flows from operating activities include net income adjusted for non-cash items and the effects of changes in working capital.


	*Cash Flows from Investing Activities*

Cash used in investing activities was $48.1 million and $44.4 million during the three months ended March 31, 2004 and 2003, respectively. Cash flows from investing activities consist primarily of cash used for capital expenditures, proceeds from sale-leaseback transactions and net expenditures for dealership acquisitions. Capital expenditures were $49.3 million and $41.6 million during the three months ended March 31, 2004 and 2003, respectively. Capital investments relate primarily to improvements to our existing dealership facilities and the construction of new facilities. Proceeds from sale-leaseback transactions were $3.8 million during the three months ended March 31, 2004. Cash used in business acquisitions, net of cash acquired, was $2.5 million and $2.8 million for the three months ended March 31, 2004 and 2003, respectively.


	*Cash Flows from Financing Activities*

Cash provided by financing activities was $41.8 million and $47.5 million for the three months ended March 31, 2004 and 2003, respectively. Cash flows from financing activities include net borrowings or repayments of long-term debt, proceeds from issuance of common stock, including proceeds from exercise of stock options, repurchases of common stock and dividends. During the three months ended March 31, 2004, we received proceeds of $125.4 million from the issuance of common stock, including the exercise of stock options. During the three months ended March 31, 2004 we had net repayments of long-term debt of $79.4 million and during the three months ended March 31, 2003 we had net borrowings of long-term debt of $47.5 million. During the three months ended March 31, 2004 we paid $4.1 million of cash dividends to our shareholders.


	*Contractual Payment Obligations*

The table below sets forth our best estimates as to the amounts and timing of future payments for our most significant contractual obligations as of March 31, 2004. The information in the table reflects future unconditional payments and is based upon, among other things, the terms of any relevant agreements. Future events, including the amount of borrowings under our credit agreements and floor plan arrangements and purchases or refinancing of our securities, could cause actual payments to differ significantly from these amounts. See “— Forward-Looking Statements.”



	Payments Due in

	Total		2004		2005		2006		2007		2008		Thereafter


	(In millions)
Floorplan Notes Payable(A)(B)	$	1,198.9	$	1,198.9	$	—	$	—	$	—	$	—	$	—
U.S. Credit Agreement(C)		238.0		—		238.0		—		—		—		—
U.K. Credit Agreement(C)		30.7		7.3		3.7		19.7		—		—		—
9.625% Senior Subordinated Notes		300.0		—		—		—		—		—		300.0
Other Debt		4.4		0.9		2.6		0.6		0.3		—		—
Operating Lease Commitments		1,406.2		85.3		110.4		106.1		102.7		100.4		901.3
Deferred Acquisition Payments		24.5		8.2		8.2		8.1		—		—		—
Termination Costs		13.0		7.3		5.7		—		—		—		—

	$	3,215.7	$	1,307.9	$	368.6	$	134.5	$	103.0	$	100.4	$	1,201.3


(A)		Floor plan notes payable are revolving financing arrangements. Payments are generally made as the individual vehicles are sold.

(B)		As a result of our interest rate swap we are obligated to fixed interest rate payments for a portion of our floor plan debt through 2008.

(C)		Commitments under letters of credit expire concurrently with the expiration of our credit facilities.

We expect that the amounts above will be funded through cash provided by operations. In the case of balloon payments at the end of the term of our debt instruments, we expect to be able to refinance such instruments as they expire in the normal course of business.


	*Commitments*

In connection with an acquisition of dealerships completed in October 2000, we agreed to make a contingent payment in cash to the extent 841,476 shares of common stock issued as consideration for the acquisition are sold subsequent to the fifth anniversary of the transaction and have a market value of less than $12.00 per share at the time of sale. We will be forever released from this guarantee in the event the average daily closing price of our common stock for any 90 day period subsequent to the fifth anniversary of the transaction exceeds $12.00 per share. In the event we are required to make a payment relating to this guarantee, such payment would result in the revaluation of the common stock issued in the transaction, resulting in a reduction of additional paid-in-capital. We have further granted the seller a put option pursuant to which we may be required to repurchase no more than 108,333 shares for $12.00 per share on each of the first five anniversary dates of the transaction. To date, no payments have been made by us relating to the put option. As of March 31, 2004, the maximum of future cumulative cash payments we may be required to make in connection with the put option amounted to $2.6 million.

We have entered into an agreement with a third-party to jointly acquire and manage dealerships in Indiana, Illinois, Ohio, North Carolina and South Carolina. With respect to any joint venture established pursuant to this agreement, we are required to repurchase our partner’s interest at the end of the five-year period following the date of the acquisition, in accordance with the terms of the agreement. Pursuant to this arrangement, we have entered into a joint venture agreement with respect to the Honda of Mentor dealership. We are required to repurchase our partners’ interest in this joint venture in July 2008. We expect this payment to be approximately $2.7 million.

Related Party Transactions


	*Stockholders Agreement*

Roger S. Penske, our Chairman of the Board and Chief Executive Officer, is also Chairman of the Board and Chief Executive Officer of Penske Corporation, and through entities affiliated with Penske Corporation, our largest stockholder owning about 41% of our outstanding stock. Mitsui & Co., Ltd. and Mitsui & Co. (USA), Inc. (collectively, “Mitsui”) currently own about 15.6% of our outstanding common stock. Mitsui, Penske Corporation and other affiliates of Penske Corporation (International Motor Cars Group I, LLC and International Motors Cars Group II, LLC (the “PCP Entities”), and Penske Automotive Holdings Corp.) are parties to a stockholders agreement. Under the stockholders agreement, the Penske affiliated companies agreed to vote their shares for one director who is a representative of Mitsui. In turn, Mitsui agreed to vote their shares for up to fourteen directors voted for by the Penske affiliated companies. This agreement terminates in March 2014, upon the mutual consent of the parties or when either party no longer owns any of our common stock.


	*Other Related Party Interests*

James A. Hislop, one of our directors, is the President, Chief Executive Officer and a managing member of Penske Capital Partners (who is the managing member of the PCP Entities), a director of Penske Corporation and a managing director of Transportation Resource Partners, an organization affiliated with Roger S. Penske which undertakes investments in transportation related industries. Mr. Penske also is a managing member of Penske Capital Partners. Richard J. Peters, one of our directors, is a director of Penske Corporation and a managing director of Transportation Resource Partners. Robert H. Kurnick, Jr., our Executive Vice President and General Counsel, is also the President and a director of the Penske Corporation and Paul F. Walters, our Executive Vice President — Human Resources serves in a similar human resources capacity for Penske Corporation.


	*Mitsui Transaction*

On March 26, 2004, we sold an aggregate of 4,050,000 shares of common stock to Mitsui & Co., Ltd. and Mitsui & Co. (U.S.A.), Inc. for $119,435, or $29.49 per share. The proceeds of the sale were used for general corporate purposes which included reducing outstanding indebtedness under the Company’s credit agreements.


	*Other Transactions*

We are currently a tenant under a number of non-cancelable lease agreements with Automotive Group Realty, LLC (“AGR”), a wholly-owned subsidiary of Penske Corporation. From time to time we may sell AGR real property and improvements which are subsequently leased by AGR to us. The sale of each parcel of property is valued at a price which is either independently confirmed by a third party appraiser or at the price for which we purchased the property from an independent third party. In addition, we sometimes pay and/or receive fees from Penske Corporation and its affiliates for services rendered in the normal course of business, including the transactions with AGR, and reimburse payments made to third parties by Penske Corporation on our behalf. Payments made relating to services rendered reflect the provider’s cost or an amount mutually agreed upon by both parties, which we believe represent terms at least as favorable as those that could be obtained from an unaffiliated third party negotiated on an arm’s length basis.

We are currently a tenant under a number of non-cancelable lease agreements with Samuel X. DiFeo and members of his family. Mr. DiFeo is our President and Chief Operating Officer and one of our directors. We believe that the terms of these transactions are at least as favorable as those that could be obtained from an unaffiliated third party negotiated on an arm’s length basis.

We have entered in to joint ventures with certain related parties as more fully discussed below.

Joint Ventures

From time to time we enter into joint venture arrangements in the ordinary course of business, pursuant to which we acquire dealerships together with other investors. We may also provide these subsidiaries with working capital and other debt financing at costs that are based on our incremental borrowing rate.

An entity controlled by one of our directors, Lucio A. Noto (the “Investor”) owns a 6.5% interest in one of our subsidiaries, UAG Connecticut I, LLC, which entitles the Investor to 20% of the operating profits of UAG Connecticut I. In addition, the Investor has an option to purchase up to a 20% interest in UAG Connecticut I for specified amounts.

We own and operate three BMW dealerships in and around Munich, Germany in which we own a 50% interest. We own and operate Lexus and Toyota dealerships in and around Frankfurt, Germany in which we own a 50% interest. We also own and operate two Toyota dealerships in Mexico in which we own a 48.7% interest and 45% interest.

We own and operate certain Mercedes-Benz, Audi and Porsche dealerships in the U.S. through HBL, LLC. We own a 90% interest in HBL, LLC and Roger Penske, Jr. owns the remaining 10% interest. We own and operate certain dealerships in Brazil in which we own a 90.6% interest. One of our joint venture partners in Brazil is Roger S. Penske, Jr. who owns a 4.7% interest.

Cyclicality

Unit sales of motor vehicles, particularly new vehicles, historically have been cyclical, fluctuating with general economic cycles. During economic downturns, the automotive retailing industry tends to experience similar periods of decline and recession as the general economy. We believe that the industry is influenced by general economic conditions and particularly by consumer confidence, the level of personal discretionary spending, fuel prices, interest rates and credit availability.

Seasonality

Our business is modestly seasonal overall. Our U.S. operations generally experience higher volumes of vehicle sales in the second and third quarters of each year due in part to consumer buying trends and the introduction of new vehicle models. Also, demand for cars and light trucks is generally lower during the winter months than in other seasons, particularly in regions of the United States where dealerships may be subject to harsh winters. The greatest U.S. seasonalities exist with the dealerships we operate in the northeastern and upper mid-western U.S., for which the second and third quarters are the strongest with respect to vehicle-related sales. Our U.K. operations generally experience higher volumes of vehicle sales in the first and third quarters of each year due in part to vehicle registration practices in the U.K. The service and parts business at all dealerships experiences relatively modest seasonal fluctuations.

Effects of Inflation

We believe that the relatively moderate rates of inflation over the last few years have not had a significant impact on revenues or profitability. We do not expect inflation to have any near-term material effects on the sale of our products and services. However, there can be no assurance that there will be no such effect in the future.

We finance substantially all of our inventory through various revolving floor plan arrangements with interest rates that vary based on the prime rate or LIBOR. Such rates have historically increased during periods of increasing inflation. We do not believe that we would be placed at a competitive disadvantage should interest rates increase due to increased inflation since most other automotive dealerships have similar floating rate borrowing arrangements.

Forward Looking Statements

This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally can be identified by the use of terms such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “intend,” “plan,” “estimate,” “predict,” “potential,” “forecast,” “continue” or variations of such terms, or the use of these terms in the negative. Forward-looking statements include statements regarding our current plans, forecasts, estimates, beliefs or expectations, including, without limitation, statements with respect to:

• our future financial performance;

• future acquisitions;

• future capital expenditures;

• our ability to obtain cost savings and synergies;

• our ability to respond to economic cycles;

• trends in the automotive retail industry and in the general economy;

• trends in the European automotive market;

• our ability to access the remaining availability under our credit agreements;

• our liquidity;

• interest rates;

• trends affecting our future financial condition or results of operations; and

• our business strategy.

Forward-looking statements involve known and unknown risks and uncertainties and are not assurances of future performance. Actual results may differ materially from anticipated results due to a variety of factors, including the factors identified in the reports and our other periodic filings with the SEC. Important factors that could cause actual results to differ materially from our expectations include the following:

• automobile manufacturers exercise significant control over our operations and we depend on them in order to operate our business;

• because we depend on the success and popularity of the brands we sell, adverse conditions affecting one or more automobile manufacturers may negatively impact our revenues and profitability;

• if we are unable to complete additional acquisitions or successfully integrate acquisitions, we may not be able to achieve desired results from our acquisition strategy;

• we may not be able to satisfy our capital requirements for making acquisitions, dealership renovation projects or financing the purchase of our inventory;

• our failure to meet a manufacturer’s consumer satisfaction requirements may adversely affect our ability to acquire new dealerships, our ability to obtain incentive payments from manufacturers and our profitability;

• automobile manufacturers impose limits on our ability to issue additional equity and on the ownership of our common stock by third parties, which may hamper our ability to meet our financing needs;

• our business and the automotive retail industry in general are susceptible to adverse economic conditions, including changes in consumer confidence, fuel prices and credit availability;

• substantial competition in automotive sales and services may adversely affect our profitability;

• automotive retailing is a mature industry with limited growth potential in new vehicle sales;

• if we lose key personnel or are unable to attract additional qualified personnel, our business could be adversely affected;

• our quarterly operating results may fluctuate due to seasonality in the automotive retail business and other factors;

• because most customers finance the cost of purchasing a vehicle, increased interest rates may adversely affect our vehicle sales;

• our business may be adversely affected by import product restrictions and foreign trade risks that may impair our ability to sell foreign vehicles profitably;

• our automobile dealerships are subject to substantial regulation which may adversely affect our profitability;

• if state dealer laws in the United States are repealed or weakened, our automotive dealerships will be more susceptible to termination, non-renewal or renegotiation of their franchise agreements;

• our automotive dealerships are subject to foreign, federal, state and local environmental regulations that may result in claims and liabilities;

• our dealership operations may be affected by severe weather or other periodic business interruptions;

• our principal stockholders have substantial influence over us and may make decisions with which stockholders may disagree;

• some of our directors and officers may have conflicts of interest with respect to certain related party transactions and other business interests;

• our substantial amount of indebtedness may limit our ability to obtain financing for acquisitions and may require that a significant portion of our cash flow be used for debt service;

• due to the nature of the automotive retailing business, we may be involved in legal proceedings that could have a material adverse effect on our business;

• changes in the European Commission’s regulations regarding automobile manufacturers may have an adverse effect on our European operations;

• our overseas operations subject us to foreign currency translation risk and exposure to changes in exchange rates; and

• we are a holding company and as a result rely on the receipt of payments from our subsidiaries in order to meet our cash needs and service our indebtedness.

Furthermore,

• the price of our common stock is subject to substantial fluctuation, which may be unrelated to our performance; and

• shares eligible for future sale may cause the market price of our common stock to drop significantly, even if our business is doing well.

We urge you to carefully consider these risk factors in evaluating all forward-looking statements regarding our business. Readers of this report are cautioned not to place undue reliance on the forward-looking statements contained in this report. All forward-looking statements attributable to us are qualified in their entirety by this cautionary statement. Except to the extent required by the federal securities laws and Securities and Exchange Commission rules and regulations, we have no intention or obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rates. We are exposed to market risk from changes in the interest rates on a significant portion of our outstanding indebtedness. Outstanding balances under our U.S. and U.K. credit agreements bear interest at a variable rate based on a margin over LIBOR, as defined. Based on the amount outstanding as of March 31, 2004, a 100 basis point change in interest rates would result in an approximate $2.7 million change to our annual interest expense. Similarly, amounts outstanding under floor plan financing arrangements bear interest at a variable rate based on a margin over defined LIBOR or prime rate. We continually evaluate our exposure to interest rate fluctuations and follow established policies and procedures to implement strategies designed to manage the amount of variable rate indebtedness outstanding at any point in time in an effort to mitigate the effect of interest rate fluctuations on our earnings and cash flows. We are currently party to a swap agreement pursuant to which a notional $200.0 million of our floating rate floor plan debt was exchanged for 5.86% fixed rate debt through January 2008. Based on an average of the aggregate amounts outstanding under our floor plan financing arrangements, a 100 basis point change in interest rates would result in an approximate $6.4 million change to our annual floor plan interest expense.

Interest rate fluctuations affect the fair market value of our fixed rate debt, including the Notes and certain seller financed promissory notes, but, with respect to such fixed rate instruments, do not impact our earnings or cash flows.

Foreign Currency Exchange Rates. The Company currently has operations in the U.K. and Brazil and has investments in Germany and Mexico. In each of these markets, the local currency is the functional currency. Due to the Company’s intent to remain permanently invested in these foreign markets, we do not hedge against foreign currency fluctuations. Other than the U.K., the Company’s foreign operations are not significant. In the event we change our intent with respect to the investment in any of our international operations, the Company would expect to implement strategies designed to manage those risks in an effort to mitigate the effect of foreign currency fluctuations on the Company’s earnings and cash flows.

In common with other automotive retailers, we purchase certain of our new vehicle and parts inventories from foreign manufacturers. Although we purchase the majority of our inventories in the local functional currency, including the U.S. Dollar, our business is subject to certain risks, including, but not limited to, differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions and foreign exchange rate volatility which may influence such manufacturers’ ability to provide their products at competitive prices in the local jurisdictions. Our future results could be materially and adversely impacted by changes in these or other factors.


Item 4.	*Disclosure Controls and Procedures*

We maintain disclosure controls and procedures designed to ensure that both non-financial and financial information required to be disclosed in our periodic reports is recorded, processed, summarized and reported in a timely fashion. Based on the first quarter evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective. In addition, we maintain internal controls designed to provide the Company with the information it requires for accounting and financial reporting purposes. There were no changes in our internal controls over financial reporting that occurred during our first quarter of 2004 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II


Item 1.	*Legal Proceedings*

From time to time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. Such issues may relate to litigation with customers, employment related lawsuits, class action lawsuits, purported class action lawsuits and actions brought by governmental authorities. As of March 31, 2004, we are not a party to any legal proceedings that, individually or in the aggregate, are

reasonably expected to have a material adverse effect on our 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 our results of operations, financial condition or cash flows. We are a party to several class action lawsuits. While we believe these actions are without merit, any settlement or adverse ruling of one or more of these cases may result in the payment of significant costs and damages. The Company has recently settled, subject to court approval, a class action lawsuit relating to the financing of sales of new and used cars at each of its dealerships which presently or previously operated in Tennessee or Mississippi. Pursuant to the terms of the settlement, the Company has agreed to establish a fund of $500,000 to reimburse plaintiffs for certain financing costs, make available to all class members a $500 coupon to purchase new or used vehicles and pay certain attorney costs.


Item 2.	*Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities*

On March 26, 2004, we sold an aggregate of 4,050,000 shares of common stock to Mitsui & Co., Ltd. and Mitsui & Co. (U.S.A.), Inc. for $119,435, or $29.49 per share. The shares were issued pursuant to the exemption from registration requirements of the Securities Act of 1933 provided by Section 4(2).


Item 4.	*Submission of Matters to a Vote of Security Holders*

We held a Special Meeting of Stockholders (the “Special Meeting”) on March 26, 2004 to approve the issuance and sale of 4,050,000 shares of our common stock to Mitsui & Co., Ltd. and Mitsui & Co. (U.S.A.), Inc. Proxies for the Special Meeting were solicited pursuant to regulation 14A under the Securities Exchange Act of 1934, as amended. There were no solicitations in opposition to the proposal. Over 99% of the shares voted were cast in favor of this proposal and the vote was as follows:

For 35,423,999 Against: 71,297 Abstain 3,394


Item 6.	*Exhibits, Financial Statement Schedules and Reports on Form 8-K*

(a) Exhibits


10.1		Amendment Eight dated March 25, 2004 to the Amended and Restated Credit Agreement among the Company, DaimlerChrysler Services North America, LLC as agent and various financial institutions.
31.1		Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
32		Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K.

The Company filed the following Current Reports on Form 8-K during the quarter ended March 31, 2004:

1. January 28, 2004, reporting under Items 5 and 7 the anticipated payment of a dividend in the amount of $0.10 per share on March 1, 2004 to holders of record as of February 9, 2004.

2. February 17, 2004, reporting under Items 5, 7 and 12 its fourth quarter and full year 2003 financial results and other information and reporting entering into a purchase agreement providing for the issuance and sale of 3,240,000 shares of common stock to Mitsui & Co., Ltd. and 810,000 shares of common stock to Mitsui & Co. (U.S.A.), Inc.

3. March 16, 2004, reporting under Items 5 and 7 the appointment of William J. Lovejoy to the Company’s Board of Directors to serve until the next annual meeting of the shareholders of the Company.

4. March 26, 2004, reporting under Items 5 and 7 the issuance and sale of 3,240,000 shares of common stock to Mitsui & Co., Ltd. and 810,000 shares of common stock to Mitsui & Co. (U.S.A.), Inc.

HBL, LLC

CONDENSED BALANCE SHEETS

(In thousands)


		March 31,			December 31,
		2004			2003

		(Unaudited)
ASSETS
Cash and cash equivalents		$	—		$	1,246
Accounts receivable, net			10,341			11,460
Inventories			29,680			26,360
Other current assets			614			894

	Total current assets		40,635			39,960
Property and equipment, net			30,779			23,926
Goodwill			68,281			68,281
Other assets			8			2

	Total Assets	$	139,703		$	132,169


LIABILITIES AND MEMBERS’ DEFICIT
Liabilities
Floor plan notes payable		$	28,140		$	29,052
Accounts payable			5,470			3,635
Accrued expenses			15,827			15,413

	Total current liabilities		49,437			48,100
Long-term debt			89,846			83,063
Other long-term liabilities			3,729			3,684

	Total Liabilities		143,012			134,847
Commitments and Contingent Liabilities
Members’ Deficit
Members’ Deficit			(3,309	)		(2,678	)

	Total Liabilities and Members’ Deficit	$	139,703		$	132,169

See Notes to Condensed Financial Statements

HBL, LLC

CONDENSED STATEMENTS OF INCOME



		Three Months Ended
		March 31,

		2004			2003


		(Unaudited)
		(In thousands)
New vehicle sales		$	30,727		$	23,586
Used vehicle sales			12,714			9,900
Finance and insurance			1,023			901
Service and parts			9,756			6,632
Fleet sales			—			901
Wholesale vehicle sales			3,728			2,394

	Total revenues		57,948			44,314
Cost of sales			48,218			37,145

	Gross profit		9,730			7,169
Selling, general and administrative expenses			8,186			5,578
	Operating income		1,544			1,591
Floor plan interest expense			(181	)		(127	)
Other interest expense			(579	)		(586	)

Net income		$	784		$	878

See Notes to Condensed Financial Statements

HBL, LLC

CONDENSED STATEMENTS OF CASH FLOW



	Three Months Ended
	March 31,

	2004			2003


	(Unaudited)
	(In thousands)
Operating activities:
Net income	$	784		$	878
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		250			82
Changes in operating assets and liabilities:
Accounts receivable		1,119			568
Inventories		(3,320	)		(441	)
Floor plan notes payable		(912	)		(656	)
Accounts payable and accrued expenses		2,250			725
Other		318			105

Net cash from operating activities		489			1,261

Investing activities:
Purchase of equipment and improvements		(7,103	)		(1,119	)

Net cash from investing activities		(7,103	)		(1,119	)

Financing activities:
Distributions		(1,415	)		(142	)
Funding from UAG		6,783			—

Net cash from financing activities		5,368			(142	)

Net change in cash and cash equivalents		(1,246	)		—
Cash and cash equivalents, beginning of period		1,246			—

Cash and cash equivalents, end of period	$	—		$	—

See Notes to Condensed Financial Statements

HBL, LLC

CONDENSED STATEMENT OF MEMBERS’ DEFICIT


	Members’ Deficit

	(Unaudited)
	(In thousands)
Balance, January 1, 2004	$	(2,678	)
Distributions		(1,415	)
Net income		784

Balance, March 31, 2004	$	(3,309	)

See Notes to Condensed Financial Statements

HBL, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(In thousands)


1.	Interim Financial Statements


	*Organization*

HBL, LLC (the “Company”), is engaged in the sale of new and used motor vehicles and related products and services, including vehicle service and parts, third-party finance and insurance products and other aftermarket products. The Company operates dealerships pursuant to franchise agreements with Mercedes-Benz, Maybach, Audi and Porsche. In March 2003, the Company was awarded an Aston Martin franchise, which began operations during the third quarter of 2003. In accordance with the individual franchise agreements, the dealerships are subject to certain rights and restrictions typical of the industry. The ability of the manufacturers to influence the operations of the dealerships, or the loss of a franchise agreement, could have a negative impact on the Company’s operating results.

The Company is a Delaware limited liability company and is a majority-owned subsidiary of HBL Holdings, Inc. (“Holdings”), which is a Delaware corporation that is a wholly-owned subsidiary of Lantzsch-Andreas Enterprises, Inc. (“LAE”). LAE is a wholly-owned subsidiary of United Auto Group, Inc. (“UAG”). On December 31, 2001, Holdings sold a 10% member interest in the Company to Roger Penske, Jr. The Company is operated pursuant to an operating agreement dated as of December 31, 2001 between UAG and Roger Penske, Jr.


	*Basis of Presentation*

The information presented as of March 31, 2004 and December 31, 2003 and for the three month periods ended March 31, 2004 and 2003 is unaudited, but includes all adjustments (consisting only of normal and recurring adjustments) which the management of the Company believes to be necessary for the fair presentation of results for the periods presented. The results for the interim periods are not necessarily indicative of results to be expected for the year. In order to maintain consistency and comparability of financial information between periods presented, certain reclassifications have been made to the Company’s prior year condensed financial statements to conform to the current year presentation.


	*Estimates*


	*Goodwill*

Goodwill represents the push down of UAG’s excess of cost over the fair value of tangible and identified intangible assets acquired in connection with the purchase of the Company. Goodwill is not amortized, but is subject to, at a minimum, an annual impairment test. If the carrying value of any of the Company’s intangible assets exceeds its fair market value, an impairment loss would be recorded. The Company uses a discounted cash flow model to determine the fair market value of goodwill.

HBL, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS — (Continued)


2.	Inventories

Inventories consisted of the following:


		March 31,		December 31,
		2004		2003

New vehicles		$	22,804	$	19,579
Used vehicles			4,908		4,966
Parts, accessories and other			1,968		1,815

	Total inventories	$	29,680	$	26,360


3.	Floor Plan Notes Payable

The Company finances the majority of its new and a portion of its used vehicle inventory under revolving floor plan financing arrangements. The Company typically makes monthly interest payments on the amount financed, but is not required to make loan principal repayments prior to the sale of new and used vehicles. The floor plan agreements grant a security interest in substantially all of the Company’s assets. Interest rates on the floor plan agreements are variable and increase or decrease based on movements in LIBOR.


4.	Supplemental Cash Flow Information

The following table presents certain supplementary information to the condensed statements of cash flow:



	Three Months Ended
	March 31,

	2004		2003

Cash paid for interest	$	181	$	127


5.	Long Term Debt

Long-term debt represents the push down of UAG’s debt incurred when UAG acquired the Company and other advances from UAG. The interest expense included in these financial statements reflects UAG’s weighted average interest rate of 3.11% and 3.23% on this indebtedness during 2004 and 2003, respectively. UAG borrowed these funds under a credit agreement which is fully and unconditionally guaranteed on a joint and several basis by the majority of its domestic automotive dealership subsidiaries, including the Company. Substantially all of the Company’s assets that are not pledged as security under floor plan financing agreements and the Company’s member interests are subject to security interests granted to lenders under UAG’s credit agreement.

UAG has issued $300,000 aggregate principal amount of 9.625% Senior Subordinated Notes due 2012 (the “Notes”). The Notes are unsecured senior subordinated notes and rank behind all of UAG’s existing and future senior debt, including debt under UAG’s credit agreements and floor plan indebtedness. The Notes are fully and unconditionally guaranteed on a joint and several basis by the majority of UAG’s domestic automotive dealership subsidiaries, including the Company.


6.	Related Party Transactions

From time to time, the Company pays and/or receives fees from UAG and its affiliates for services rendered in the normal course of business. These transactions reflect the provider’s cost or an amount mutually agreed upon by both parties. It is the Company’s belief that the payments relating to these transactions are on terms at least as favorable as those which could be obtained from an unrelated third party. In addition,

HBL, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS — (Continued)

management fees of $225 were charged to the Company by UAG or its affiliates during each of the three month periods ended March 31, 2004 and 2003, respectively.

During 2004, the Company received $6,783 from UAG in net support of its facility upgrade, which is included long-term debt in the accompanying condensed balance sheets.


7.	Commitments and Contingencies

From time to time, the Company is involved in litigation relating to claims arising out of operations in the normal course of business. As of March 31, 2004, the Company is not a party to any legal proceedings 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 flow.

UAG CONNECTICUT I, LLC

CONDENSED BALANCE SHEETS

(In thousands)


		March 31,		December 31,
		2004		2003

		(Unaudited)
ASSETS
Cash and cash equivalents		$	1,206	$	644
Accounts receivable, net			5,508		5,821
Inventories			24,779		25,331
Other current assets			12		14

	Total current assets		31,505		31,810
Property and equipment, net			3,593		3,587
Goodwill			20,738		20,738
Other assets			286		302

	Total Assets	$	56,122	$	56,437


LIABILITIES AND MEMBERS’ CAPITAL
Liabilities
Floor plan notes payable		$	23,282	$	23,929
Accounts payable			1,757		1,946
Accrued expenses			4,258		4,002

	Total current liabilities		29,297		29,877
Long-term debt			21,361		21,361
Other long-term liabilities			21		21

	Total Liabilities		50,679		51,259
Commitments and Contingent Liabilities
Members’ Capital
Members’ capital			5,443		5,178

	Total Liabilities and Members’ Capital	$	56,122	$	56,437

See Notes to Condensed Financial Statements

UAG CONNECTICUT I, LLC

CONDENSED STATEMENTS OF INCOME



		Three Months Ended
		March 31,

		2004			2003


		(Unaudited)
		(In thousands)
New vehicle sales		$	23,166		$	22,918
Used vehicle sales			6,062			5,664
Finance and insurance			439			331
Service and parts			6,650			5,587
Wholesale vehicle sales			2,881			1,982

	Total revenues		39,198			36,482
Cost of sales			33,265			31,138

	Gross profit		5,933			5,344
Selling, general and administrative expenses			4,867			4,384

	Operating income		1,066			960
Floor plan interest expense			(142	)		(182	)
Other interest expense			(166	)		(180	)

Net income		$	758		$	598

See Notes to Condensed Financial Statements

UAG CONNECTICUT I, LLC

CONDENSED STATEMENTS OF CASH FLOW



		Three Months Ended
		March 31,

		2004			2003


		(Unaudited)
		(In thousands)
Operating activities:
Net income		$	758		$	598
Adjustments to reconcile net income to net cash from operating activities:
	Depreciation and amortization		119			106
	Changes in operating assets and liabilities:
	Accounts receivable		313			554
	Inventories		552			2,919
	Floor plan notes payable		(647	)		(3,172	)
	Accounts payable and accrued expenses		67			424
	Other		18			(250	)

Net cash from operating activities			1,180			1,179

Investing activities:
Purchase of equipment and improvements			(125	)		(440	)

Net cash from investing activities			(125	)		(440	)

Financing activities:
Distributions			(493	)		(1,193	)

Net cash from financing activities			(493	)		(1,193	)

Net change in cash and cash equivalents			562			(454	)
Cash and cash equivalents, beginning of period			644			454

Cash and cash equivalents, end of period		$	1,206		$	—

See Notes to Condensed Financial Statements

UAG CONNECTICUT I, LLC

CONDENSED STATEMENT OF MEMBERS’ CAPITAL


	Members’ Capital

	(Unaudited)
	(In thousands)
Balance, January 1, 2004	$	5,178
Distributions		(493	)
Net income		758

Balance, March 31, 2004	$	5,443

See Notes to Condensed Financial Statements

UAG CONNECTICUT I, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(In thousands)


1.	Interim Financial Statements


	*Organization*

UAG Connecticut I, LLC (the “Company”) is engaged in the sale of new and used motor vehicles and related products and services, including vehicle service and parts, third-party finance and insurance products and other aftermarket products. The Company operates three dealerships pursuant to franchise agreements with Mercedes-Benz, Audi and Porsche. In accordance with the individual franchise agreements, the dealerships are subject to certain rights and restrictions typical of the industry. The ability of the manufacturers to influence the operations of the dealerships, or the loss of a franchise agreement, could have a negative impact on the Company’s operating results.

The Company is a Delaware limited liability company and is a majority-owned subsidiary of UAG Connecticut, LLC, which is a Delaware corporation that is a wholly-owned subsidiary of United Auto Group, Inc. (“UAG”). The remaining interest in the Company is held by Noto Holding, LLC. The Company is operated pursuant to an operating agreement between UAG and Noto Holdings, LLC.


	*Basis of Presentation*

The information presented as of March 31, 2004 and December 31, 2003 and for the three month periods ended March 31, 2004 and 2003 is unaudited, but includes all adjustments (consisting only of normal and recurring adjustments) which the management of the Company believes to be necessary for the fair presentation of results for the periods presented. The results for the interim periods are not necessarily indicative of results to be expected for the year. In order to maintain consistency and comparability of financial information between periods presented, certain reclassifications have been made to the Company’s prior year condensed financial statements to conform to the current year presentation.


	*Estimates*


	*Goodwill*

Goodwill represents the push down of UAG’s excess of cost over the fair value of tangible and identified tangible assets acquired in connection with the purchase of the Company. Goodwill is not amortized, but is subject to, at a minimum, an annual impairment test. If the carrying value of any of the Company’s intangible assets exceeds its fair market value, an impairment loss would be recorded. The Company uses a discounted cash flow model to determine the fair market value of goodwill.

UAG CONNECTICUT I, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS — (Continued)


2.	Inventories

Inventories consisted of the following:


		March 31,		December 31,
		2004		2003

New vehicles		$	19,708	$	20,455
Used vehicles			3,593		3,275
Parts, accessories and other			1,478		1,601

	Total inventories	$	24,779	$	25,331


3.	Floor Plan Notes Payable


4.	Supplemental Cash Flow Information

The following table presents certain supplementary information to the condensed statements of cash flow:



	Three Months Ended
	March 31,

	2004		2003

Cash paid for interest	$	142	$	182


5.	Long Term Debt

Long-term debt represents the push down of UAG’s debt incurred when UAG acquired the Company. The interest expense included in these financial statements reflects UAG’s weighted average interest rate of 3.11% and 3.23% on this indebtedness during 2004 and 2003, respectively. UAG borrowed these funds under a credit agreement which is fully and unconditionally guaranteed on a joint and several basis by the majority of its domestic automotive dealership subsidiaries, including the Company. Substantially all of the Company’s assets that are not pledged as security under floor plan financing agreements and the Company’s member interests are subject to security interests granted to lenders under UAG’s credit agreement.


6.	Related Party Transactions

UAG CONNECTICUT I, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS — (Continued)

In April 2003, Noto Holdings, LLC, and entity controlled by one of UAG’s directors, Lucio A. Noto (the “Investor”), paid approximately $1,800 (including approximately $800 credited from prior earnings retroactive to March 1, 2001) for a 6.5% interest in the Company, which entitles the Investor to 20% of the operating profits of the Company. In addition, the Investor has an option to purchase up to a 20% interest in the Company for specified amounts. The Investor has also guaranteed 20% of the Company’s lease obligation to Automotive Group Realty, LLC (“AGR”), the landlord of the facility at which the dealerships operate and a wholly owned subsidiary of Penske Corporation. In exchange for that guarantee, the Investor will be entitled to 20% of any appreciation of the property, which appreciation would otherwise accrue to AGR at the time of sale, and the Investor is responsible to AGR for any corresponding depreciation of the property at the time of sale, which obligation shall be secured solely by the Investor’s ownership interest in the Company.


7.	Commitments and Contingencies

UAG MENTOR ACQUISITION, LLC

CONDENSED BALANCE SHEETS


		March 31,		December 31,
		2004		2003


		(Unaudited)
		(In thousands)
ASSETS
Cash and cash equivalents		$	—	$	85
Accounts receivable, net			1,645		1,538
Inventories			5,887		6,320
Other current assets			7		3

	Total current assets		7,539		7,946
Property and equipment, net			1,896		1,926
Goodwill			3,722		3,722

	Total Assets	$	13,157	$	13,594


LIABILITIES AND MEMBERS’ CAPITAL
Liabilities
Floor plan notes payable		$	4,886	$	5,926
Accounts payable			320		211
Accrued expenses			885		520

	Total current liabilities		6,091		6,657
Long-term debt			3,842		3,842
Other long-term liabilities			2,570		2,570

	Total Liabilities		12,503		13,069
Commitments and Contingent Liabilities
Members’ Capital
Members’ capital			654		525

	Total Liabilities and Members’ Capital	$	13,157	$	13,594

See Notes to Condensed Financial Statements

UAG MENTOR ACQUISITION, LLC

CONDENSED STATEMENTS OF INCOME



		Three Months Ended
		March 31,

		2004			2003


		(Unaudited)
		(In thousands)
New vehicle sales		$	9,312		$	8,782
Used vehicle sales			1,303			1,736
Finance and insurance			205			239
Service and parts			1,101			901
Wholesale vehicle sales			534			456

	Total revenues		12,455			12,114
Cost of sales			10,930			10,506

	Gross profit		1,525			1,608
Selling, general and administrative expenses			1,331			1,337

Operating income			194			271
Floor plan interest expense			(35	)		(31	)
Other interest expense			(30	)		(32	)

Income before cumulative effect of accounting change			129			208
Cumulative effect of accounting change, net of tax			—			(44	)

Net income		$	129		$	164

See Notes to Condensed Financial Statements

UAG MENTOR ACQUISITION, LLC

CONDENSED STATEMENTS OF CASH FLOW



	Three Months Ended
	March 31,

	2004			2003


	(Unaudited)
	(In thousands)
Operating activities:
Net income	$	129		$	164
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		51			27
Cumulative effect of accounting change		—			44
Changes in operating assets and liabilities:
Accounts receivable		(107	)		339
Inventories		433			(2,516	)
Floor plan notes payable		(1,040	)		3,018
Accounts payable and accrued expenses		474			(84	)
Other		(4	)		(60	)

Net cash from operating activities		(64	)		932

Investing activities:
Purchase of equipment and improvements		(21	)		(857	)

Net cash from investing activities		(21	)		(857	)

Financing activities:
Distributions		—			(75	)

Net cash from financing activities		—			(75	)

Net change in cash and cash equivalents		(85	)		—
Cash and cash equivalents, beginning of period		85			—

Cash and cash equivalents, end of period	$	—		$	—

See Notes to Condensed Financial Statements

UAG MENTOR ACQUISITION, LLC

CONDENSED STATEMENT OF MEMBERS’ CAPITAL


	Members’ Capital

	(Unaudited)
	(In thousands)
Balance, January 1, 2004	$	525
Net income		129

Balance, March 31, 2004	$	654

See Notes to Condensed Financial Statements

UAG MENTOR ACQUISITION, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(In Thousands)


1.	Interim Financial Statements


	*Organization*

UAG Mentor Acquisition, LLC (the “Company”) is engaged in the sale of new and used motor vehicles and related products and services, including vehicle service and parts, third-party finance and insurance products and other aftermarket products. The Company operates a dealership pursuant to a franchise agreement with the Honda Automobile Division of American Honda Motor Co., Inc. In accordance with the franchise agreement, the dealership is subject to certain rights and restrictions typical of the industry. The ability of the manufacturer to influence the operations of the dealership, or the loss of the franchise agreement, could have a negative impact on the Company’s operating results.

The Company is a Delaware limited liability company and is a majority-owned subsidiary of United Auto Group, Inc. (“UAG”). On July 1, 2003, UAG sold a 30% member interest in the Company to YAG Mentor Investors, LLC. The Company is operated pursuant to an operating agreement between UAG and YAG Mentor Investors, LLC.


	*Basis of Presentation*

The information presented as of March 31, 2004 and December 31, 2003 and for the three month periods ended March 31, 2004 and 2003 is unaudited, but includes all adjustments (consisting only of normal and recurring adjustments) which the management of the Company believes to be necessary for the fair presentation of results for the periods presented. The results for the interim periods are not necessarily indicative of results to be expected for the year. In order to maintain consistency and comparability of financial information between periods presented, certain reclassifications have been made to the Company’s prior year condensed financial statements to conform to the current year presentation.


	*Accounting Change*


	*Estimates*

UAG MENTOR ACQUISITION, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS — (Continued)


	*Goodwill*


2.	Inventories

Inventories consisted of the following:


		March 31,		December 31,
		2004		2003

New vehicles		$	4,607	$	5,309
Used vehicles			1,061		801
Parts, accessories and other			219		210

	Total inventories	$	5,887	$	6,320


3.	Floor Plan Notes Payable


4.	Supplemental Cash Flow Information

The following table presents certain supplementary information to the condensed statements of cash flow:



	Three Months Ended
	March 31,

	2004		2003

Cash paid for interest	$	35	$	31


5.	Long Term Debt

UAG MENTOR ACQUISITION, LLC

NOTES TO CONDENSED FINANCIAL STATEMENTS — (Continued)


6.	Related Party Transactions


7.	Commitments and Contingencies

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UNITED AUTO GROUP, INC.

By: /s/ ROGER S. PENSKE

Roger S. Penske

Chief Executive Officer

Date: May 10, 2004

By: /s/ JAMES R. DAVIDSON

James R. Davidson

Executive Vice President — Finance

(Chief Accounting Officer)

Date: May 10, 2004

EXHIBIT INDEX


Exhibit
Number			Description

	10	.1	Amendment Eight dated March 25, 2004 to the Amended and Restated Credit Agreement among the Company, DaimlerChrysler Services North America, LLC as agent for the lenders and various financial institutions.
	31	.1	Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
	31	.2	Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
	32		Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002


(1)	Includes approximately $252 of compensation expense, net of tax, related to restricted stock grants.


	•	Automotive retailing is a mature industry and is based on franchise agreements with the vehicle manufacturers;

	•	There are no known changes or events that would alter the automotive retailing franchise environment;

	•	Certain franchise agreement terms are indefinite;

	•	Franchise agreements that have limited terms have historically been renewed without substantial cost;

	•	Our industry’s history shows that manufacturers rarely terminate franchise agreements; and

	•	State franchise laws are typically in favor of the franchisee and limit the franchisor’s ability to terminate the franchise agreement without substantial cause.


	•	our future financial performance;

	•	future acquisitions;

	•	future capital expenditures;

	•	our ability to obtain cost savings and synergies;

	•	our ability to respond to economic cycles;

	•	trends in the automotive retail industry and in the general economy;

	•	trends in the European automotive market;

	•	our ability to access the remaining availability under our credit agreements;

	•	our liquidity;

	•	interest rates;

	•	trends affecting our future financial condition or results of operations; and

	•	our business strategy.


	•	automobile manufacturers exercise significant control over our operations and we depend on them in order to operate our business;

	•	because we depend on the success and popularity of the brands we sell, adverse conditions affecting one or more automobile manufacturers may negatively impact our revenues and profitability;

	•	if we are unable to complete additional acquisitions or successfully integrate acquisitions, we may not be able to achieve desired results from our acquisition strategy;

	•	we may not be able to satisfy our capital requirements for making acquisitions, dealership renovation projects or financing the purchase of our inventory;

	•	our failure to meet a manufacturer’s consumer satisfaction requirements may adversely affect our ability to acquire new dealerships, our ability to obtain incentive payments from manufacturers and our profitability;

	•	automobile manufacturers impose limits on our ability to issue additional equity and on the ownership of our common stock by third parties, which may hamper our ability to meet our financing needs;

	•	our business and the automotive retail industry in general are susceptible to adverse economic conditions, including changes in consumer confidence, fuel prices and credit availability;

	•	substantial competition in automotive sales and services may adversely affect our profitability;

	•	automotive retailing is a mature industry with limited growth potential in new vehicle sales;


	•	if we lose key personnel or are unable to attract additional qualified personnel, our business could be adversely affected;

	•	our quarterly operating results may fluctuate due to seasonality in the automotive retail business and other factors;

	•	because most customers finance the cost of purchasing a vehicle, increased interest rates may adversely affect our vehicle sales;

	•	our business may be adversely affected by import product restrictions and foreign trade risks that may impair our ability to sell foreign vehicles profitably;

	•	our automobile dealerships are subject to substantial regulation which may adversely affect our profitability;

	•	if state dealer laws in the United States are repealed or weakened, our automotive dealerships will be more susceptible to termination, non-renewal or renegotiation of their franchise agreements;

	•	our automotive dealerships are subject to foreign, federal, state and local environmental regulations that may result in claims and liabilities;

	•	our dealership operations may be affected by severe weather or other periodic business interruptions;

	•	our principal stockholders have substantial influence over us and may make decisions with which stockholders may disagree;

	•	some of our directors and officers may have conflicts of interest with respect to certain related party transactions and other business interests;

	•	our substantial amount of indebtedness may limit our ability to obtain financing for acquisitions and may require that a significant portion of our cash flow be used for debt service;

	•	due to the nature of the automotive retailing business, we may be involved in legal proceedings that could have a material adverse effect on our business;

	•	changes in the European Commission’s regulations regarding automobile manufacturers may have an adverse effect on our European operations;

	•	our overseas operations subject us to foreign currency translation risk and exposure to changes in exchange rates; and

	•	we are a holding company and as a result rely on the receipt of payments from our subsidiaries in order to meet our cash needs and service our indebtedness.


	•	the price of our common stock is subject to substantial fluctuation, which may be unrelated to our performance; and

	•	shares eligible for future sale may cause the market price of our common stock to drop significantly, even if our business is doing well.


	1.	January 28, 2004, reporting under Items 5 and 7 the anticipated payment of a dividend in the amount of $0.10 per share on March 1, 2004 to holders of record as of February 9, 2004.

	2.	February 17, 2004, reporting under Items 5, 7 and 12 its fourth quarter and full year 2003 financial results and other information and reporting entering into a purchase agreement providing for the issuance and sale of 3,240,000 shares of common stock to Mitsui & Co., Ltd. and 810,000 shares of common stock to Mitsui & Co. (U.S.A.), Inc.

	3.	March 16, 2004, reporting under Items 5 and 7 the appointment of William J. Lovejoy to the Company’s Board of Directors to serve until the next annual meeting of the shareholders of the Company.

	4.	March 26, 2004, reporting under Items 5 and 7 the issuance and sale of 3,240,000 shares of common stock to Mitsui & Co., Ltd. and 810,000 shares of common stock to Mitsui & Co. (U.S.A.), Inc.



	James R. Davidson
	Executive Vice President — Finance
	(Chief Accounting Officer)