EXHIBIT 99.1 PRESS RELEASE [UNITED AUTO LOGO] United Auto Group, Inc. 2555 Telegraph Road Bloomfield Hills, MI 48302-0954 Contact: Roger Penske Jim Davidson Tony Pordon Chairman Executive VP -- Finance Vice President -- Investor Relations 248-648-2400 201-325-3303 248-648-2540 jdavidson@unitedauto.com tony.pordon@unitedauto.com UNITEDAUTO REPORTS FOURTH QUARTER AND FULL YEAR RECORDS, BEFORE ONE TIME ITEMS Q4 INCOME INCREASES 25% TO $13.9 MILLION Q4 EARNINGS PER SHARE INCREASES 10% TO $0.34 PER SHARE Full Year Earnings Per Share Increases 41% to $1.82 Full Year Same Store Retail Revenues Increase 3.8% and Related Gross Profit Increases 5.9% COMPANY TO ACQUIRE INSKIP AUTOCENTER IN WARWICK, RI DETROIT, MI, FEBRUARY 19, 2003 -- United Auto Group, Inc. (NYSE: UAG), a FORTUNE 500 automotive specialty retailer, today announced record results for fourth quarter 2002 including double-digit growth in revenues, income and earnings per share, before one time items. The record results were driven by increases in same store service and parts and finance and insurance revenues of 7.6% and 8.4%, respectively. Fourth quarter revenues increased 24% to a record $1.9 billion. Excluding one time items, income and earnings per share from continuing operations increased 25% and 10% to $13.9 million and $0.34, respectively. Including the impact of one time items and discontinued operations, net income and earnings per share were $0.7 million and $0.02 per share, respectively. Earnings per share reflect a 15% increase in weighted average shares outstanding. For the twelve months ended December 31, 2002, revenues increased 27% to a record $7.4 billion. Excluding one time items, income and earnings per share from continuing operations increased 70% and 41% to $74.8 million and $1.82, respectively. Including the impact of one time items and discontinued operations, net income and earnings per share were $62.2 million and $1.51 per share, respectively. Earnings per share reflect a 20% increase in weighted average shares outstanding. Chairman Roger Penske commented, "I am pleased UnitedAuto was able to meet the challenges presented in the fourth quarter 2002. Compared with the industry record 2001 fourth quarter, same store new retail revenues declined by 1.6% versus an overall industry decrease of 10%, and same store used retail revenues declined 5.3%. Despite these modest declines, overall same store retail gross profit increased 3% as a result of the outstanding performance of our service and parts and finance and insurance operations. The capacity expansion provided by our facility investment program contributed to the 7.6% increase in same store service and parts revenues. I believe we will see continued expansion of this portion of our business in the future. In addition, our margin on the service and parts business continued its steady growth, increasing 2.3 percentage points during the fourth quarter to 47.6%. As we move into 2003, we expect to earn $1.96-$2.06 per share, with first quarter earnings of $0.35-$0.40 per share. Our estimates are based upon 41.2 million weighted average shares outstanding and same store retail revenue growth of 2% to 4%." President Sam DiFeo stated, "Our business exhibited its resiliency during the fourth quarter. We demonstrated that our diverse revenue streams provide protection against declines in the retail sales of new and used vehicles. I continue to believe that our focus on customer satisfaction will drive growth in all elements of our business as we strive to continue increasing market share in all of our markets." During the fourth quarter of 2002, UnitedAuto settled certain long-term contracts in conjunction with a streamlining of its western regional structure. These contracts were related to acquisitions made in 1996. The Company also determined that a non-compete agreement with a former member of management has no future value. Accordingly, the Company recorded a $13.6 million ($0.33 per share) after-tax charge relating to these contracts. THE COMPANY ALSO ANNOUNCED THE SIGNING OF A DEFINITIVE AGREEMENT TO ACQUIRE THE INSKIP AUTOCENTER IN WARWICK, RHODE ISLAND. INSKIP REPRESENTS NINE BRANDS, INCLUDING ACURA, AUDI, BENTLEY, BMW, INFINITI, LEXUS, MERCEDES-BENZ, PORSCHE AND VOLVO, WITH ESTIMATED ANNUALIZED REVENUES OF $300 MILLION. THE TRANSACTION IS SUBJECT TO CUSTOMARY CONDITIONS AND IS EXPECTED TO CLOSE EARLY SECOND QUARTER 2003. UnitedAuto, which has pursued a strategy based on internal growth from its existing dealerships, as well as from strategic acquisitions, operates 129 franchises in the United States and 71 franchises internationally, primarily in the United Kingdom. UnitedAuto dealerships sell new and used vehicles, and market a complete line of aftermarket automotive products and services. UnitedAuto will host a conference call discussing financial results relating to fourth quarter 2002 on Wednesday, February 19, 2003 at 2 P.M. Eastern time. Advance registration is not required. Participants must call (800) 553-0358 (INTERNATIONAL, PLEASE CALL (612) 332-7515). Calls need to be made shortly before the call is to commence. The call will also be simultaneously broadcast live over the Internet through the UnitedAuto website at www.unitedauto.com. Statements in this press release may involve forward-looking statements, including forward-looking statements regarding UnitedAuto's future reportable sales and earnings growth potential. Actual results may vary materially because of external factors such as interest rate fluctuations, changes in consumer spending and other factors over which management has no control. These forward-looking statements should be evaluated together with additional information about UnitedAuto's business, markets, conditions and other uncertainties, which could affect UnitedAuto's future performance, which are contained in UnitedAuto's filings with the Securities and Exchange Commission and which are incorporated into this press release by reference. Media Contact: Phillip M. Hartz Senior VP -- Corporate Communications 248-648-2610 UNITED AUTO GROUP, INC. Consolidated Statements of Income (Unaudited) (Amounts In Thousands, Except Per Share Data) Fourth Quarter -------------------------- 2002 2001 ---- ---- New Vehicles $ 1,111,799 $ 960,065 Used Vehicles 384,504 268,920 Finance and Insurance 44,653 35,947 Service and Parts 207,595 149,485 Fleet 17,600 20,562 Wholesale 111,078 84,986 ----------- ----------- Total Revenues 1,877,229 1,519,965 Cost of Sales 1,604,831 1,309,586 ----------- ----------- Gross Profit 272,398 210,379 SG&A Expenses 227,795 173,725 One Time Items (a) 22,839 -- ----------- ----------- Operating Income 21,764 36,654 Floor Plan Interest Expense (9,629) (8,697) Other Interest Expense (10,698) (7,545) ----------- ----------- Income from Continuing Operations Before Minority Interests and Income Tax Provision 1,437 20,412 Minority Interests (585) (451) Income Tax Provision (582) (8,879) ----------- ----------- Income from Continuing Operations 270 11,082 Income from Discontinued Operations, Net of Tax (Including Gain on Disposal of $4,426) 382 200 ----------- ----------- Net Income $ 652 $ 11,282 =========== =========== Income from Continuing Operations Per Diluted Share $ 0.01 $ 0.31 =========== =========== Diluted Earnings Per Share $ 0.02 $ 0.32 =========== =========== Diluted Weighted Average Shares Outstanding 41,037 35,652 =========== =========== EBITDA (b) $ 18,677 $ 36,746 =========== =========== SAME STORE RETAIL REVENUE ------------------------- New Vehicles $ 920,549 $ 935,478 Used Vehicles 249,972 263,907 Finance and Insurance 33,778 31,171 Service and Parts 156,202 145,235 ----------- ----------- Total $ 1,360,501 $ 1,375,791 =========== =========== (a) Represents costs associated with settlement of long term contracts. (b) EBITDA is defined as income from continuing operations before minority interests, income tax provision, other interest expense, depreciation and amortization. Depreciation was $6.5 million and $3.7 million in 2002 and 2001, respectively. Amortization was $5.1 million in 2001. UNITED AUTO GROUP, INC. Consolidated Statements of Income (Unaudited) (Amounts In Thousands, Except Per Share Data) Twelve Months -------------------------- 2002 2001 ---- ---- New Vehicles $ 4,415,552 $ 3,578,182 Used Vehicles 1,491,107 1,076,249 Finance and Insurance 177,936 142,652 Service and Parts 772,816 585,099 Fleet 110,955 139,623 Wholesale 466,500 348,449 ----------- ----------- Total Revenues 7,434,866 5,870,254 Cost of Sales 6,372,656 5,054,902 ----------- ----------- Gross Profit 1,062,210 815,352 SG&A Expenses 859,391 661,089 One Time Items (a) 22,839 -- ----------- ----------- Operating Income 179,980 154,263 Floor Plan Interest Expense (35,652) (40,274) Other Interest Expense (38,532) (34,762) ----------- ----------- Income from Continuing Operations Before Minority Interests and Income Tax Provision 105,796 79,227 Minority Interests (1,968) (815) Income Tax Provision (42,617) (34,462) ----------- ----------- Income from Continuing Operations 61,211 43,950 Income from Discontinued Operations, Net of Tax (Including Gain on Disposal of $6,115) 1,030 795 ----------- ----------- Net Income $ 62,241 $ 44,745 =========== =========== Income from Continuing Operations Per Diluted Share $ 1.49 $ 1.29 =========== =========== Diluted Earnings Per Share $ 1.51 $ 1.31 =========== =========== Diluted Weighted Average Shares Outstanding 41,161 34,196 =========== =========== EBITDA (b) $ 166,632 $ 147,023 =========== =========== SAME STORE RETAIL REVENUE New Vehicles $ 3,341,558 $ 3,186,646 Used Vehicles 943,532 958,495 Finance and Insurance 127,216 115,717 Service and Parts 560,948 528,363 ----------- ----------- Total $ 4,973,254 $ 4,789,221 =========== =========== (c) Represents costs associated with settlement of long term contracts. (d) EBITDA is defined as income from continuing operations before minority interests, income tax provision, other interest expense, depreciation and amortization. Depreciation was $22.3 million and $13.3 million in 2002 and 2001, respectively. Amortization was $19.7 million in 2001. UNITED AUTO GROUP, INC. Consolidated Condensed Balance Sheets (Amounts In Thousands) 12/31/02 12/31/01 -------- -------- ASSETS (unaudited) Cash and Cash Equivalents $ 8,069 $ 2,952 Accounts Receivable, Net 319,625 239,610 Inventories 973,185 611,889 Other Current Assets 27,869 16,081 ---------- ---------- Total Current Assets 1,328,748 870,532 Property and Equipment, Net 313,496 181,290 Intangible Assets, Net 981,328 772,737 Assets of Discontinued Operations -- 66,624 Other Assets 66,742 55,393 ---------- ---------- Total Assets $2,690,314 $1,946,576 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Floor Plan Notes Payable $ 907,903 $ 586,620 Accounts Payable and Accrued Expenses 276,593 157,730 Current Portion Long - Term Debt 14,979 4,202 ---------- ---------- Total Current Liabilities 1,199,475 748,552 Long - Term Debt (a) 651,256 551,648 Other Long-Term Liabilities 142,730 92,774 Liabilities of Discontinued Operations -- 37,919 ---------- ---------- Total Liabilities 1,993,461 1,430,893 Stockholders' Equity 696,853 515,683 ---------- ---------- Total Liabilities and Stockholders' Equity $2,690,314 $1,946,576 ========== ========== (a) Includes $300.0 million of 9.625% subordinated notes at December 31, 2002. Undrawn capacity under the Company's credit facility was $349.2 million as of December 31, 2002. UNITED AUTO GROUP, INC. Selected Data Fourth Quarter TWELVE MONTHS -------------- ------------- 2002 2001 2002 2001 ---- ---- ---- ---- Units New Retail Units 38,806 35,386 158,768 135,402 Used Retail Units 19,477 16,319 77,569 65,597 ------ ------ ------ ------ Total Retail Units 58,283 51,705 236,337 200,999 ====== ====== ======= ======= Revenue Mix New Vehicles 59.2% 63.1% 59.3% 61.0% Used Vehicles 20.5% 17.7% 20.1% 18.3% Finance and Insurance 2.4% 2.4% 2.4% 2.4% Service and Parts 11.1% 9.8% 10.4% 10.0% Fleet 0.9% 1.4% 1.5% 2.4% Wholesale 5.9% 5.6% 6.3% 5.9% Retail Gross Margin - by Product New Vehicles 8.6% 8.3% 8.5% 8.3% Used Vehicles 9.5% 10.7% 10.0% 10.6% Finance and Insurance 100.0% 100.0% 100.0% 100.0% Service and Parts 47.6% 45.3% 47.1% 44.8% Gross Profit per Transaction New Vehicles $2,463 $2,260 $2,362 $2,200 Used Vehicles 1,880 1,760 1,927 1,738 Finance and Insurance 766 695 753 710 Same Store Retail Revenue Growth New Vehicles (1.6)% 22.1% 4.9% 10.9% Used Vehicles (5.3)% 21.6% (1.6)% 6.6% Finance and Insurance 8.4% 29.0% 9.9% 20.0% Service and Parts 7.6% 5.6% 6.2% 4.2% Debt to Total Capital Ratio 49% 52% 49% 52% Brand Mix: Toyota/Lexus 23% 30% 24% 30% Honda/Acura 12% 12% 12% 12% BMW 12% 6% 11% 5% General Motors 12% 15% 12% 15% Mercedes 10% 7% 8% 7% Chrysler 9% 10% 10% 11% Nissan/Infiniti 5% 7% 6% 7% Ford 4% 6% 5% 6% Other 13% 7% 12% 7%