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2008 Annual Report

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2008 Annual Report 2008 ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 " 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 Penske Automotive 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 48302-0954 Bloomfield Hills, Michigan (Zip Code) (Address of principal executive offices) Registrant’s telephone number, including area code (248) 648-2500 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Voting Common Stock, par value $0.0001 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes " No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes " No 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 No " Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. (Check one): Large accelerated filer " Accelerated filer Non-accelerated filer " Smaller reporting company " Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes " No The aggregate market value of the voting common stock held by non-affiliates as of June 30, 2008 was $601,998,905. As of March 1, 2009, there were 91,519,198 shares of voting common stock outstanding. Documents Incorporated by Reference Certain portions, as expressly described in this report, of the registrant’s proxy statement for the 2009 Annual Meeting of the Stockholders to be held May 1, 2009 are incorporated by reference into Part III, Items 10-14. TABLE OF CONTENTS Items Page PART I 1. Business............................................................................................................................................................................... 1 1A. Risk Factors......................................................................................................................................................................... 16 1B. Unresolved Staff Comments................................................................................................................................................ 25 2. Properties............................................................................................................................................................................. 26 3. Legal Proceedings ............................................................................................................................................................... 26 4. Submission of Matters to a Vote of Security Holders ......................................................................................................... 26 PART II 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .......... 27 6. Selected Financial Data ....................................................................................................................................................... 29 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations .............................................. 29 7A. Quantitative and Qualitative Disclosures About Market Risk............................................................................................. 51 8. Financial Statements and Supplementary Data ................................................................................................................... 51 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.............................................. 51 9A. Controls and Procedures...................................................................................................................................................... 52 9B. Other Information................................................................................................................................................................ 52 PART III 10. Directors and Executive Officers and Corporate Governance............................................................................................. 52 11. Executive Compensation..................................................................................................................................................... 52 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters............................ 52 13. Certain Relationships and Related Transactions, and Director Independence .................................................................... 52 14. Principal Accountant Fees and Services.............................................................................................................................. 52 PART IV 15. Exhibits and Financial Statement Schedules ....................................................................................................................... 52 PART I Item 1. Business We are the second largest automotive retailer headquartered in the U.S. as measured by total revenues. As of February 1, 2009, we owned and operated 156 franchises in the U.S. and 148 franchises outside of the U.S., primarily in the United Kingdom. We offer a full range of vehicle brands, with 96% of our total revenue in 2008 generated from brands of non-U.S. based manufacturers, including sales relating to premium brands, such as Audi, BMW, Cadillac and Porsche, which represented 65% of our total revenue. As a result, we have the highest concentration of revenues from brands of non-U.S. based manufacturers among the U.S. publicly-traded automotive retailers. Each of our dealerships offers a wide selection of new and used vehicles for sale. 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 and placement of higher-margin products, such as third-party finance and insurance products, third-party extended service contracts and replacement and aftermarket automotive products. We are also diversified geographically, with 64% of our revenues generated from operations in the U.S. and 36% generated from our operations outside the U.S. (predominately in the U.K.). We are, through smart USA Distributor, LLC (“smart USA”), a wholly-owned subsidiary, the exclusive distributor of the smart fortwo vehicle in the U.S. and Puerto Rico. smart USA wholesaled approximately 27,000 vehicles in 2008 to a certified network of 75 smart dealerships in 35 states, eight of which are owned and operated by us. In June 2008, we acquired a 9% limited partnership interest in Penske Truck Leasing Co., L.P. (“PTL”) from GE Capital. PTL is a leading global transportation services provider which operates and maintains more than 200,000 vehicles and services customers in North America, South America, Europe and Asia. We believe our diversified income streams may mitigate the historical cyclicality found in some elements of the automotive sector. Revenues from higher margin service and parts sales are typically less cyclical than retail vehicle sales, and generate the largest part of our gross profit. The following graphic shows the percentage of our retail revenues by product area and their respective contribution to our overall gross profit in 2008: Revenue Mix Gross Profit Mix F&I 14% Used 27% S&P 44% Used 12% New 55% F&I 2% S&P 13% Dist. 3% New 27% Dist. 3% Outlook The worldwide automotive industry experienced significant operational and financial difficulties in 2008. The turbulence in worldwide credit markets and the resulting decrease in the availability of financing and leasing alternatives for consumers hampered our sales efforts. In addition, there was reduced consumer confidence and spending in the markets in which we operate, which we believe reduced customer traffic in our dealerships, particularly since September 2008. Rapid changes in fuel prices also resulted in rapid changes in consumer preferences and demand, which negatively impacted vehicle retail sales. We expect our business to remain significantly impacted by economic conditions in 2009. Market conditions have also negatively impacted vehicle manufacturers. In particular, the U.S. based automotive manufacturers have experienced critical operational and
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