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Form 8-K PENSKE AUTOMOTIVE GROUP, For: Oct 29

October 29, 2014 12:06 PM EDT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section�13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 29, 2014

Penske Automotive Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware 1-12297 22-3086739
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
��
2555 Telegraph Road, Bloomfield Hills, Michigan 48302
_________________________________
(Address of principal executive offices)
___________
(Zip Code)
Registrant�s telephone number, including area code: 248-648-2500

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[��]��Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[��]��Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[��]��Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[��]��Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02 Results of Operations and Financial Condition.

On October 29, 2014, we issued a press release announcing our third quarter financial results and other information. A copy of the press release is furnished as Exhibit 99.1.






Item 7.01 Regulation FD Disclosure.

On October 29, 2014, we issued a press release announcing our third quarter financial results and other information. A copy of the press release is furnished as Exhibit 99.1.





Item 8.01 Other Events.

Investors and others should note that we announce material financial information using our company website (www.penskeautomotive.com), our investor relations website (investors.penskeautomotive.com), SEC filings, press releases, public conference calls and webcasts. Information about Penske Automotive, its business, and its results of operations may also be announced by posts on the following social media channels:

• Penske Automotive Twitter feed (www.twitter.com/penskecarscorp)
• Penske Automotive’s Facebook page (www.facebook.com/penskecars)

The information that we post on these social media channels could be deemed to be material information. As a result, we encourage investors, the media, and others interested in Penske Automotive to review the information that we post on these social media channels. These channels may be updated from time to time on Penske Automotive’s investor relations website.





Item 9.01 Financial Statements and Exhibits.

Press Release.






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 hereunto duly authorized.

Penske Automotive Group, Inc.
��
October 29, 2014 By: /s/ Shane M. Spradlin

Name: Shane M. Spradlin
Title: Executive Vice President


Exhibit�Index


Exhibit No. Description


99.1
Press Release.
FOR IMMEDIATE RELEASE



PENSKE AUTOMOTIVE REPORTS RECORD THIRD QUARTER 2014 RESULTS

Signs Agreements to Acquire Majority Stake in Heavy-Duty Truck Dealership Group

Third Quarter 2014 Nine Months 2014

Revenue Increases 17.5% to $4.4 Billion

Revenue Increases 19.9% to $12.9 Billion
� Same-store Retail Revenue Increases
11.2%
� Same-store Retail Revenue Increases 12.8%
� Income from Continuing Operations
� Income from Continuing Operations
Increases 15.6% to $76.4 Million Increases 19.5% to $222.8 Million
� Earnings Per Share from Continuing
� Earnings Per Share from Continuing
Operations Increases 16.4% to $0.85 Operations Increases 19.4% to $2.46
� EBITDA Increases 17.6% to $147.3 Million
� EBITDA Increases 18.9% to $430.5 Million
BLOOMFIELD HILLS, MI, October 29, 2014 � Penske Automotive Group, Inc. (NYSE: PAG), an
international transportation services company, announced today the highest third quarter and
nine-months income from continuing operations and earnings per share in the history of the company.
For the third quarter of 2014, when compared to the same period last year, income from continuing
operations attributable to common shareholders increased 15.6% to $76.4 million and related
earnings per share increased 16.4% to $0.85 per share.

Total revenue increased 17.5% to $4.4�billion. The revenue increase was driven by a 10.2% increase in total retail unit sales, including a 5.3% increase on a same-store basis. Gross profit improved 15.3% to $658.7�million while operating income increased 17.1% to $128.0�million.

Commenting on the company�s record results, Penske Automotive Group Chairman

Roger S. Penske said, �Our business delivered another strong quarter, including an 11.2% increase in same-store retail revenue. Our results in the quarter were highlighted by another outstanding performance from our U.K. operations as our international diversification continues to complement our U.S. operations.�

Highlights of the Third Quarter

Total Retail Unit Sales Increased 10.2% to 104,963

+9.2% in the United States; +12.5% Internationally

New unit retail sales +9.2%

Used unit retail sales +11.6%

Same-store Retail Revenue Increased 11.2%

New +8.3%; Used +16.6%; Finance & Insurance +12.2%; Service and Parts +11.0%

+7.5% in the United States; +18.1% Internationally

Average Transaction Price Per Unit

New $38,955; +4.0%

Used $27,299; +8.2%

Average Gross Profit Per Unit

New $2,989, +$177/unit; Gross Margin 7.7%, +20 basis points

Used $1,800, -$69/unit; Gross Margin 6.6%, -80 basis points

Finance & Insurance $1,092, +$60/unit

For the nine months ended September�30, 2014, total revenue increased 19.9% to $12.9�billion. The revenue increase was driven by an 11.2% increase in total retail unit sales, including 6.7% on a same-store basis. Same-store retail revenue growth was 12.8%. Income from continuing operations attributable to common shareholders increased 19.5% to $222.8�million and related earnings per share increased 19.4% to $2.46 per share when compared to the same period last year.

Acquisitions

The Company has signed agreements to acquire a majority ownership interest in The Around The Clock Freightliner Group (�ATC�), a heavy-duty retail truck dealership group located in Texas, Oklahoma and New Mexico. Upon completion of the transactions, Penske Automotive Group�s ownership interest would increase from 27% to approximately 86% and would become a fully consolidated entity. Upon completion of the transactions, ATC is expected to contribute an estimated $600 � $700 million in incremental revenue and incremental earnings per share of $0.12 to $0.14 on an annualized basis.

ATC currently operates fourteen locations, including eight full-service dealerships, offering Freightliner, Western Star, and Sprinter-branded trucks. The company also offers a full range of used trucks available for sale and service and parts departments that are open 24 hours a day, 7 days a week. Commenting on the acquisition, Penske Automotive Group Chairman Roger S. Penske said, �We are thrilled with the opportunity to acquire a majority ownership interest in ATC and to represent these world-class Daimler brands. ATC has a long and distinguished history as one of North America�s premier full service heavy-duty truck dealerships, and provides an ideal framework for our company to begin building scale within the highly-fragmented commercial truck dealership industry.�

Conference Call

Penske Automotive will host a conference call discussing financial results relating to the third quarter of 2014 on October�29, 2014, at 2:00 p.m. Eastern Daylight Time. To listen to the conference call, participants must dial (877)�260-8896 [International, please dial (612)�332-0530]. The call will also be simultaneously broadcast over the Internet through the Investors Relations section of the Penske Automotive Group website. Additionally, an investor presentation relating to the third quarter 2014 financial results has been posted to the company�s website. To access the presentation or to listen to the company�s webcast, please refer to www.penskeautomotive.com.

About Penske Automotive

Penske Automotive Group, Inc., (NYSE: PAG) headquartered in Bloomfield Hills, Michigan, is an international transportation services company that operates automotive dealerships principally in the United States and Western Europe, and distributes commercial vehicles, diesel engines, gas engines, power systems and related parts and services principally in Australia and New Zealand. PAG employs more than 20,000 people worldwide and is a member of the Fortune 500 and Russell 2000. For additional information, visit the company�s website at www.penskeautomotive.com.

Non-GAAP Financial Measures

This release contains certain non-GAAP financial measures as defined under SEC rules, such as earnings before interest, taxes, depreciation and amortization (�EBITDA�). The company has reconciled these measures to the most directly comparable GAAP measures in the release. The company believes that these widely accepted measures of operating profitability improve the transparency of the company�s disclosures and provide a meaningful presentation of the company�s results from its core business operations excluding the impact of items not related to the company�s ongoing core business operations, and improve the period-to-period comparability of the company�s results from its core business operations. These non-GAAP financial measures are not substitutes for GAAP financial results, and should only be considered in conjunction with the company�s financial information that is presented in accordance with GAAP.

Caution Concerning Forward Looking Statements

Statements in this press release may involve forward-looking statements, including forward-looking statements regarding Penske Automotive Group, Inc.�s future sales potential and potential earnings outlook and ability to complete the transactions noted above. Actual results may vary materially because of risks and uncertainties that are difficult to predict. These risks and uncertainties include, among others: economic conditions generally, conditions in the credit markets and changes in interest rates, adverse conditions affecting a particular manufacturer, including the adverse impact to the vehicle and parts supply chain due to natural disasters or other disruptions that interrupt the supply of vehicles or parts to us; changes in consumer credit availability, the outcome of legal and administrative matters, and other factors over which management has limited control. These forward-looking statements should be evaluated together with additional information about Penske Automotive�s business, markets, conditions and other uncertainties, which could affect Penske Automotive�s future performance. These risks and uncertainties are addressed in Penske Automotive�s Form 10-K for the year ended December�31, 2013, and its other filings with the Securities and Exchange Commission (�SEC�). This press release speaks only as of its date, and Penske Automotive disclaims any duty to update the information herein.

Find a vehicle: http://www.penskecars.com
Engage Penske Automotive: http://www.penskesocial.com
Like Penske Automotive on Facebook: https://facebook.com/PenskeCars
Follow Penske Automotive on Twitter: https://twitter.com/#!/Penskecarscorp
Visit Penske Automotive on YouTube: http://www.youtube.com/penskecars

Inquiries should contact:

David K. Jones
Executive Vice President and
Chief Financial Officer
Penske Automotive Group, Inc.
248-648-2800
[email protected]
Anthony R. Pordon
Executive Vice President Investor Relations
and Corporate Development
Penske Automotive Group, Inc.
248-648-2540
[email protected]

# # #

PENSKE AUTOMOTIVE GROUP, INC.
Consolidated Condensed Statements of Income
(Amounts In Millions, Except Per Share Data)
(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
% Increase/ % Increase/
2014 2013 (Decrease) 2014 2013 (Decrease)
Revenues:







New Vehicle
$ 2,231.1 $ 1,964.5 13.6 % $ 6,495.5 $ 5,575.3 16.5 %
Used Vehicle
1,301.9 1,078.5 20.7 % 3,776.8 3,128.4 20.7 %
Finance and Insurance, Net
114.7 98.2 16.8 % 331.9 278.8 19.0 %
Service and Parts
435.5 375.0 16.1 % 1,288.7 1,139.6 13.1 %
Fleet and Wholesale
215.9 177.0 22.0 % 620.6 529.2 17.3 %
Commercial Vehicle, Car Rental and Other
118.8 65.9 80.3 % 359.1 87.7 309.5 %
Total Revenues
$ 4,417.9 $ 3,759.1 17.5 % $ 12,872.6 $ 10,739.0 19.9 %
Cost of Sales:







New Vehicle
$ 2,059.9 $ 1,817.0 13.4 % $ 5,994.7 $ 5,152.4 16.3 %
Used Vehicle
1,216.1 998.6 21.8 % 3,513.7 2,891.5 21.5 %
Service and Parts
176.8 149.3 18.4 % 522.7 461.5 13.3 %
Fleet and Wholesale
214.6 174.7 22.8 % 611.8 520.1 17.6 %
Commercial Vehicle, Car Rental and Other
91.8 48.4 89.7 % 280.1 56.3 397.5 %
Total Cost of Sales
$ 3,759.2 $ 3,188.0 17.9 % $ 10,923.0 $ 9,081.8 20.3 %
Gross Profit
658.7 571.1 15.3 % 1,949.6 1,657.2 17.6 %
SG&A Expenses
512.9 ? 446.4 14.9 % 1,513.9 1,286.2 17.7 %
Depreciation
17.8 15.4 15.6 % 51.8 44.4 16.7 %
Operating Income
$ 128.0 $ 109.3 17.1 % $ 383.9 $ 326.6 17.5 %
Floor Plan Interest Expense
(11.2 ) (10.6 ) 5.7 % (33.9 ) (31.4 ) 8.0 %
Other Interest Expense
(13.3 ) (12.3 ) 8.1 % (39.5 ) (35.7 ) 10.6 %
Equity in Earnings of Affiliates
12.7 11.2 13.4 % 28.7 22.4 28.1 %
Income from Continuing Operations Before Income Taxes
$ 116.2 $ 97.6 19.1 % $ 339.2 $ 281.9 20.3 %
Income Taxes
(39.2 ) (31.3 ) 25.2 % (114.4 ) (94.5 ) 21.1 %
Income from Continuing Operations
$ 77.0 $ 66.3 16.1 % $ 224.8 $ 187.4 20.0 %
Loss from Discontinued Operations, net of tax
(1.9 ) (0.8 ) 137.5 % (7.9 ) (1.4 ) 464.3 %
Net Income
$ 75.1 $ 65.5 14.7 % $ 216.9 $ 186.0 16.6 %
Less: Income Attributable to Non-Controlling Interests
0.6 0.2 200.0 % 2.0 1.0 100.0 %
Net Income Attributable to Common Shareholders
$ 74.5 $ 65.3 14.1 % $ 214.9 $ 185.0 16.2 %
Income from Continuing Operations Per Share
$ 0.85 $ 0.73 16.4 % $ 2.46 $ 2.06 19.4 %
Income Per Share
$ 0.83 $ 0.72 15.3 % $ 2.38 $ 2.05 16.1 %
Weighted Average Shares Outstanding
90.3 90.2 0.1 % 90.4 90.3 0.1 %
Amounts Attributable to Common Shareholders:







Reported Income from Continuing Operations
$ 77.0 $ 66.3 16.1 % $ 224.8 $ 187.4 20.0 %
Less: Income Attributable to Non-Controlling Interests
0.6 0.2 200.0 % 2.0 1.0 100.0 %
Income from Continuing Operations, net of tax
$ 76.4 $ 66.1 15.6 % $ 222.8 $ 186.4 19.5 %
Loss from Discontinued Operations, net of tax
(1.9 ) (0.8 ) 137.5 % (7.9 ) (1.4 ) 464.3 %
Net Income Attributable to Common Shareholders
$ 74.5 $ 65.3 14.1 % $ 214.9 $ 185.0 16.2 %

1

PENSKE AUTOMOTIVE GROUP, INC.
Consolidated Condensed Balance Sheets
(Amounts In Millions)
(Unaudited)

September 30, December 31,
2014 2013
Assets
Cash and Cash Equivalents
$ 150.5 $ 49.8
Accounts Receivable, Net
643.8 600.8
Inventories
2,479.0 2,518.3
Other Current Assets
100.4 88.4
Assets Held for Sale
45.6 107.3
Total Current Assets
3,419.3 3,364.6
Property and Equipment, Net
1,375.1 1,232.2
Intangibles
1,482.7 1,439.9
Other Long-Term Assets
405.2 378.8
Total Assets
$ 6,682.3 $ 6,415.5
Liabilities and Equity
Floor Plan Notes Payable
$ 1,606.1 $ 1,685.1
Floor Plan Notes Payable � Non-Trade
893.6 901.6
Accounts Payable
382.7 373.3
Accrued Expenses
317.3 262.6
Current Portion Long-Term Debt
71.8 50.0
Liabilities Held for Sale
33.7 59.7
Total Current Liabilities
3,305.2 3,332.3
Long-Term Debt
1,161.6 1,033.2
Other Long-Term Liabilities
560.1 527.9
Total Liabilities
5,026.9 4,893.4
Equity
1,655.4 1,522.1
Total Liabilities and Equity
$ 6,682.3 $ 6,415.5

2

PENSKE AUTOMOTIVE GROUP, INC.
Consolidated Selected Data
(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
2014 2013 2014 2013
Geographic Revenue Mix:
U.S.
61 % 63 % 60 % 64 %
U.K.
35 % 35 % 36 % 35 %
Other International
4 % 2 % 4 % 1 %
Total
100 % 100 % 100 % 100 %
Revenue Mix:
Automotive Dealership
97 % 98 % 97 % 99 %
Commercial Vehicle, Car Rental and Other
3 % 2 % 3 % 1 %
Total
100 % 100 % 100 % 1 100 %
Automotive Dealership Revenue Mix:
Premium:
BMW
26 % 25 % 26 % 25 %
Audi
13 % 13 % 13 % 13 %
Mercedes-Benz
11 % 11 % 10 % 11 %
Land Rover
6 % 4 % 6 % 4 %
Porsche
5 % 4 % 5 % 5 %
Lexus
4 % 4 % 4 % 4 %
Ferrari / Maserati
2 % 2 % 2 % 2 %
Bentley
1 % 1 % 2 % 1 %
Acura
1 % 2 % 1 % 2 %
Others
2 % 3 % 2 % 2 %
Total Premium
71 % 69 % 71 % 69 %
Volume Non-U.S.:
Toyota
12 % 12 % 12 % 12 %
Honda
8 % 10 % 8 % 10 %
Volkswagen
2 % 2 % 2 % 2 %
Nissan
1 % 1 % 1 % 1 %
Others
2 % 2 % 2 % 2 %
Total Volume Non-U.S.
25 % 27 % 25 % 27 %
U.S.:
General Motors / Chrysler / Ford
4 % 4 % 4 % 4 %
Total Automotive Dealership Revenue
100 % 100 % 100 % 100 %
Gross Profit Mix:
New Vehicles
26.0 % 25.8 % 25.7 % 25.5 %
Used Vehicles
13.0 % 14.0 % 13.5 % 14.3 %
Finance and Insurance
17.4 % 17.2 % 17.0 % 16.8 %
Service and Parts
39.3 % 39.5 % 39.3 % 40.9 %
Fleet and Wholesale
0.2 % 0.4 % 0.5 % 0.6 %
Commercial Vehicle, Car Rental and Other
4.1 % 3.1 % 4.0 % 1.9 %
Total
100.0 % 100.0 % 100.0 % 100.0 %

PENSKE AUTOMOTIVE GROUP, INC.
Consolidated Selected Data
(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
2014 2013 Increase/ (Decrease) 2014 2013 Increase/ (Decrease)
Operating items as a percentage of revenue:
Gross Profit:
New Vehicle
7.7 % 7.5 % +20 bps 7.7 % 7.6 % +10 bps
Used Vehicle
6.6 % 7.4 % -80 bps 7.0 % 7.6 % -60 bps
Service and Parts
59.4 % 60.2 % -80 bps 59.4 % 59.5 % -10 bps
Fleet and Wholesale
0.6 % 1.3 % -70 bps 1.4 % 1.7 % -30 bps
Commercial Vehicle, Car Rental and Other
22.7 % 26.6 % nm 22.0 % 35.8 % nm
Total Gross Profit
14.9 % 15.2 % -30 bps 15.1 % 15.4 % -30 bps
Selling, General and Administrative Expenses
11.6 % 11.9 % -30 bps 11.8 % 12.0 % -20 bps
Operating Income
2.9 % 2.9 % 3.0 % 3.0 %
Inc. From Cont. Ops. Before Inc. Taxes
2.6 % 2.6 % 2.6 % 2.6 %
Operating items as a percentage of total gross profit:
Selling, General and Administrative Expenses
77.9 % 78.2 % -30 bps 77.7 % 77.6 % +10 bps
Operating Income
19.4 % 19.1 % +30 bps 19.7 % 19.7 %

nm � not meaningful

Three Months Ended Nine Months Ended
September 30, September 30,
% Increase/ % Increase/
2014 2013 (Decrease) 2014 2013 (Decrease)
(Amounts in Millions):
EBITDA*
$ 147.3 $ 125.3 17.6 % $ 430.5 $ 362.0 18.9 %
Rent Expense
49.0 44.7 9.6 % 146.6 132.2 10.9 %
Floorplan Credits
7.9 7.4 6.8 % 22.0 19.7 11.7 %

* See the following Non-GAAP reconciliation tables

3

PENSKE AUTOMOTIVE GROUP, INC.
Automotive Retail Operations Selected Data
(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
% Increase/ % Increase/
2014 2013 (Decrease) 2014 2013 (Decrease)
Total Retail Units:
New Retail
57,273 52,463 9.2 % 163,071 147,769 10.4 %
Used Retail
47,690 42,751 11.6 % 138,972 123,848 12.2 %
Total Retail
104,963 95,214 10.2 % 302,043 271,617 11.2 %
Same-Store Retail Units:
New Same-Store Retail
54,572 52,463 4.0 % 155,188 147,273 5.4 %
Used Same-Store Retail
45,678 42,751 6.8 % 133,123 122,898 8.3 %
Total Same-Store Retail
100,250 95,214 5.3 % 288,311 270,171 6.7 %
Same-Store Retail Revenue: (Amounts in Millions)
New Vehicles
$ 2,127.7 $ 1,964.5 8.3 % $ 6,179.2 $ 5,552.9 11.3 %
Used Vehicles
1,257.1 1,078.5 16.6 % 3,637.5 3,109.5 17.0 %
Finance and Insurance, Net
110.2 98.2 12.2 % 319.2 278.3 14.7 %
Service and Parts
416.4 375.0 11.0 % 1,232.8 1,134.1 8.7 %
Total Same-Store Retail
$ 3,911.4 $ 3,516.2 11.2 % $ 11,368.7 $ 10,074.8 12.8 %
Retail Revenue Mix:
New Vehicles
54.6 % 55.9 % -130 bps 54.6 % 55.1 % -50 bps
Used Vehicles
31.9 % 30.7 % +120 bps 31.8 % 30.9 % +90 bps
Finance and Insurance, Net
2.8 % 2.8 % 2.8 % 2.7 % +10 bps
Service and Parts
10.7 % 10.6 % +10 bps 10.8 % 11.3 % -50 bps
Average Revenue per Vehicle Retailed:
New Vehicles
$ 38,955 $ 37,445 4.0 % $ 39,832 $ 37,729 5.6 %
Used Vehicles
27,299 25,227 8.2 % 27,176 25,260 7.6 %
Gross Profit per Vehicle Retailed:
New Vehicles
$ 2,989 $ 2,812 6.3 % $ 3,071 $ 2,861 7.3 %
Used Vehicles
1,800 1,869 -3.7 % 1,893 1,913 -1.0 %
Finance and Insurance
1,092 1,032 5.8 % 1,099 1,026 7.1 %

4

PENSKE AUTOMOTIVE GROUP, INC.
Consolidated Non-GAAP Reconciliation
(Unaudited)

Reconciliation of reported net income to earnings before interest, taxes, depreciation and amortization (�EBITDA�) for the three months and nine months ended September�30, 2014 and 2013:

Three Months Ended Nine Months Ended
September 30, September 30,
% Increase/ % Increase/
(Amounts in Millions) 2014 2013 (Decrease) 2014 2013 (Decrease)
Net Income
$ 75.1 $ 65.5 14.7 % $ 216.9 $ 186.0 16.6 %
Depreciation
17.8 15.4 15.6 % 51.8 44.4 16.7 %
Other Interest Expense
13.3 12.3 8.1 % 39.5 35.7 10.6 %
Income Taxes
39.2 31.3 25.2 % 114.4 94.5 21.1 %
Loss from Discontinued Operations, net of tax
1.9 0.8 137.5 % 7.9 1.4 464.3 %
EBITDA
$ 147.3 $ 125.3 17.6 % $ 430.5 $ 362.0 18.9 %

# # # # # # #

5



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