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PENSKE AUTOMOTIVE GROUP, INC. Form 8-K Current Event Report

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PENSKE AUTOMOTIVE GROUP, INC. Form 8-K Current Event Report SECURITIES AND EXCHANGE COMMISSION FORM 8-K Current report filing Filing Date: 2021-07-28 | Period of Report: 2021-07-28 SEC Accession No. 0001019849-21-000050 (HTML Version on secdatabase.com) FILER PENSKE AUTOMOTIVE GROUP, INC. Mailing Address Business Address 2555 TELEGRAPH RD 2555 TELEGRAPH RD CIK:1019849| IRS No.: 223086739 | State of Incorp.:DE | Fiscal Year End: 1231 BLOOMFIELD HILLS MI BLOOMFIELD HILLS MI Type: 8-K | Act: 34 | File No.: 001-12297 | Film No.: 211121174 48302-0954 48302-0954 SIC: 5500 Auto dealers & gasoline stations 248-648-2500 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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): July 28, 2021 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 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Voting Common Stock, par value $0.0001 per share PAG New York Stock Exchange 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)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 2.02 Results of Operations and Financial Condition. On July 28, 2021, we issued a press release announcing our second quarter 2021 financial results and other information. A copy of the press release is furnished as Exhibit 99.1. Item 7.01 Regulation FD Disclosure. The following information is furnished pursuant to Item 7.01 “Regulation FD Disclosure.” On July 28, 2021, we issued a press release announcing our second quarter 2021 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’s Twitter feed (www.twitter.com/penskecarscorp) ● Penske Automotive’s Facebook page (www.facebook.com/penskecars) ● Penske Automotive’s Social website (www.penskesocial.com) 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. (d) Exhibits Exhibit Index Exhibit No. Description 99.1 Press Release. 104 Cover Page Interactive Data File (formatted as inline XBRL). Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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. July 28, 2021 By: /s/ Shane M. Spradlin Name: Shane M. Spradlin Title: Executive Vice President Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Press Release Penske Automotive Group, Inc. 2555 Telegraph Road Bloomfield Hills, MI 48302-0954 FOR IMMEDIATE RELEASE PENSKE AUTOMOTIVE REPORTS ALL TIME RECORD SECOND QUARTER RESULTS Earnings Before Taxes, Net Income, and Earnings Per Share Increase By 650% SG&A as a Percentage of Gross Profit Improves 1,860 Basis Points Same-Store Retail Automotive Revenue Increases 97.5% Share Repurchase Authorization Increases to $250 Million BLOOMFIELD HILLS, MI, July 28, 2021 – Penske Automotive Group, Inc. (NYSE:PAG), a diversified international transportation services company and one of the world’s premier automotive and commercial truck retailers, today announced second quarter and six months 2021 results. For the three months ended June 30, 2021, the company reported a 652.9% increase in income from continuing operations attributable to common shareholders to $338.8 million and a 650.0% increase in related earnings per share to $4.20. This compares to income from continuing operations attributable to common shareholders of $45.0 million, or $0.56 per share, in the prior year. Second quarter income from continuing operations and related earnings per share include charges of $21.4 million, consisting of $12.6 million of debt redemption costs ($0.16 per share) and $8.8 million of charges relating to the increase in U.K. corporate taxes in 2023 ($0.11 per share). Excluding these items, adjusted income from continuing operations increased 700.4% to $360.2 million, and related earnings per share increased 698.2% to $4.47. Foreign exchange positively impacted earnings per share by $0.11. Second Quarter 2021 Operational Highlights versus Second Quarter 2020 ● Same-Store New and Used Retail Automotive Unit Sales - increased 81.7% o New +91.5%; Used +74.7% ● Total Revenue - increased 91.4% to $7.0 billion from $3.7 billion ● Same-Store Retail Automotive Revenue - increased 97.5% o New Vehicle +104.9%; Used Vehicle +99.4%; Finance & Insurance +119.1%; Service & Parts +59.9% ● Same-Store Retail Automotive Gross Profit - increased 123.9% ● Retail Automotive Variable Gross Profit Per Unit - increased 45.8% to $5,155 ● Same-Store Retail Automotive Service & Parts Gross Profit - increased 68.7%, including a 320 bps increase in gross margin Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ● Retail Commercial Truck Dealership Earnings Before Taxes – increased 172.1% 1 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Second Quarter 2021 Operational Highlights versus Second Quarter 2019 ● Same-Store New and Used Retail Automotive Unit Sales - increased 6.1% o New +9.7%; Used +3.3% ● Total Revenue - increased 21.3% to $7.0 billion from $5.8 billion ● Same-Store Retail Automotive Revenue - increased 23.4% o New Vehicle +25.7%; Used Vehicle +26.3%; Finance & Insurance +29.2%; Service & Parts +2.3% ● Same-Store Retail Automotive Gross Profit - increased 35.0% ● Retail Automotive Variable Gross Profit Per Unit - increased 48.4% to $5,155 ● Same-Store Retail Automotive Service & Parts Gross Profit - increased 5.5%, including a 190 bps increase in gross margin ● Retail Commercial Truck Dealership Earnings Before Taxes – increased 109.8% ● Income from Continuing Operations - increased 187.9% to $338.8 million when compared to $117.7 million. Related earnings per share increased 195.8% to $4.20 when compared to $1.42 Commenting on the company’s results, Chair and CEO Roger Penske said, “Our business produced an all- time record second quarter driven by strength across all areas of our business. Strong volume and vehicle margins, improving service and parts operations, a growing Class 8 commercial truck market, record performance at Penske Transportation Solutions, and continuing cost controls all contributed to the record performance. I am particularly pleased with the continued expense discipline driving a 1,860-basis point improvement in selling, general, and administrative expense as a percent of gross profit.” Penske continued, “Despite the ongoing disruption to new vehicle supply, our performance in the quarter demonstrates the strength of the auto and commercial truck retail model and the benefit from our diversification.” For the six months ended June 30, 2021, the company reported a 439.6% increase in income from continuing operations attributable to common shareholders to $521.3 million and a 438.3% increase in related earnings per share to $6.46. This compares to income from continuing operations attributable to common shareholders of $96.6 million, or $1.20 per share, in the prior year. Excluding the charges noted above, adjusted income from continuing operations increased 461.8% to $542.7 million, and related earnings per share increased 460.8% to $6.73.
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