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8-K

Penske Automotive Group, Inc. (PAG)

8-K 2023-07-26 For: 2023-07-26
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UNITED STATESSECURITIES 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 26, 2023

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 ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 26, 2023, we issued a press release announcing our second quarter 2023 financial results and other information. A copy of the press release is furnished as Exhibit 99.1.

The information contained in this Current Report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

The information set forth in Item 2.02 is incorporated into this Item 7.01 by reference.

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 Group, Inc. ("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/penskecars)

●    Penske Automotive’s Facebook page (www.facebook.com/penskecars)

●    Penske Automotive Group’s Instagram page (www.instagram.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).

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 26, 2023 By: /s/ Shane M. Spradlin
Name: Shane M. Spradlin
Title: Executive Vice President

Document

FOR IMMEDIATE RELEASE

PENSKE AUTOMOTIVE GROUP REPORTS QUARTERLY RESULTS

Record Quarterly Revenue Increased 8% to $7.5 Billion

Retail Automotive Same-Store Revenue Increased 6%, Including an 11% Increase in Service & Parts

Retail Commercial Truck Same-Store Revenue Increased 19%, Including a 4% Increase in Service & Parts

Net Income of $300.8 Million; Earnings Per Share of $4.41

Repurchased 2.6 Million Shares of Common Stock for $350.4 Million Through Second Quarter

BLOOMFIELD HILLS, MI, July 26, 2023 – 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 quarterly results for the second quarter of 2023. For the quarter, revenue increased 8% to $7.5 billion, a quarterly record. Net income attributable to common stockholders decreased 20% to $300.8 million from $374.0 million, and related earnings per share decreased 11% to $4.41 from $4.93 when compared to the same period last year. The Company’s results for the second quarter of 2023 were driven by strong performance from its automotive and commercial truck operations which partially offset higher interest expense and lower equity earnings from its investment in Penske Transportation Solutions. Foreign currency exchange negatively impacted revenue by $23.7 million, net income attributable to common stockholders by $0.5 million, and earnings per share by $0.01.

Second Quarter 2023 Operating Highlights Compared to Second Quarter 2022

•Retail Automotive Same-Store Revenue – increased 6%

•New Vehicle +15%; Used Vehicle -4%; Finance & Insurance -4%; Service & Parts +11%

•Retail Automotive Same-Store Gross Profit – increased 1%

•New Vehicle +4%; Used Vehicle -21%; Finance & Insurance -4%; Service & Parts +10%

•Retail Commercial Truck Same-Store Revenue – increased 19%

•New Vehicle +37%; Used Vehicle -34%; Finance & Insurance +11%; Service & Parts +4%

Commenting on the Company's financial results, Chair and CEO Roger Penske said, "I am pleased to report strong second quarter performance from our diversified business model. Automotive retail and commercial truck retail demand for new vehicles remains strong while same store service & parts revenue increased 11% from retail automotive operations and increased 4% from commercial truck operations. Retail automotive same-store variable gross profit per unit retailed increased $163 when compared to the first quarter of 2023 to $5,646. In addition, I am pleased that strong expense control produced a ratio of SG&A to gross profit of 67.4%, including a sequential decline of ten basis points when compared to the first quarter of 2023."

For the six months ended June 30, 2023, revenue increased 7% to $14.8 billion. When compared to the same period last year, net income attributable to common stockholders decreased 19% to $599.1 million from $741.9 million, and related earnings per share decreased 10% to $8.72. Foreign currency exchange negatively impacted revenue by $322.0 million, net

income attributable to common stockholders by $8.3 million, and earnings per share by $0.12. Excluding the impact from foreign currency exchange, revenue increased 9%, net income attributable to common stockholders decreased 18%, and earnings per share decreased approximately 9%.

Retail Automotive Dealerships

For the three months ended June 30, 2023, total retail automotive revenue increased 7% to $6.4 billion. Same-store revenue increased 6%, including an 11% increase in service and parts revenue. Total retail automotive gross profit increased 2.4% to $1.1 billion, including a 1% increase on a same-store basis. Same-store service and parts gross profit increased 10%.

Beginning in the first quarter of 2023, we transitioned certain brands in the U.K. to an agency model for new vehicle sales under which these dealerships receive a fee for facilitating the sale of a new vehicle by the manufacturer. We do not record revenue for the price of the vehicle. As shown in the following schedules, the units facilitated under the agency model are shown separately as Agency units while the fee we received to facilitate the sale is included in new vehicle revenue and gross profit.

Retail Commercial Truck Dealerships

As of June 30, 2023, Premier Truck Group operated 44 North American retail commercial truck locations, including five locations in the greater Winnipeg, Manitoba market acquired during the second quarter of 2023. For the three months ended June 30, 2023, revenue increased 20% to $919.2 million while same-store revenue increased 19%, including a 4% increase in service and parts revenue when compared to the same period last year. Earnings before taxes increased 6% to $55.5 million when compared to the same period in 2022. For the six months ended June 30, 2023, revenue increased 16% to $1.8 billion while same-store revenue increased 14%, including a 7% increase in service and parts revenue when compared to the same period last year. Earnings before taxes increased 2% to $112.6 million when compared to the same period last year.

Penske Transportation Solutions Investment

Penske Transportation Solutions ("PTS") is a leading provider of full-service truck leasing, truck rental, contract maintenance, and logistics services. PTS operates a managed fleet with over 431,000 trucks, tractors, and trailers under lease, rental and/or maintenance contracts. Penske Automotive Group has a 28.9% ownership interest in PTS and accounts for its ownership interest using the equity method of accounting. For the three and six months ended June 30, 2023, the Company recorded $73.3 million and $154.1 million in earnings compared to $136.6 million and $255.1 million for the same periods in 2022. The year-over-year declines are due to higher interest costs of $47 million for the three months and $91 million for the six months ended June 30, 2023, higher maintenance expenses of $65 million for the three months and $148 million for the six months ended June 30, 2023, a decrease in commercial and consumer rental utilization, and a decrease in the gain on sales of vehicles.

Corporate Development and Capital Allocation

Based on the Company's strong earnings and cash flow, the Board of Directors has increased the quarterly dividend three times in 2023 from $0.57 per share to $0.72 per share, representing an increase of 26%. During the six months ended June 30, 2023, we repurchased 2.4 million shares of common stock for approximately $328.0 million under our securities repurchase program and also acquired 162,174 shares of our common stock for $22.4 million from employees in connection with a net share settlement feature of employee equity awards. As of June 30, 2023, $246.3 million remained available under the company's existing repurchase authority.

During June 2023, the company acquired Transolutions Truck Centres (“TSTC”), a retailer of medium and heavy-duty commercial trucks and buses, located in the greater Winnipeg, Manitoba market. The acquisition is expected to generate approximately $180 million in annualized revenue.

Conference Call

Penske Automotive Group will host a conference call discussing financial results relating to the second quarter of 2023 on Wednesday, July 26, 2023, at 2:00 p.m. Eastern Daylight Time. To listen to the conference call, participants must dial (877) 692-8955 [International, please dial (234) 720-6979] using access code 4310165. The call will also be simultaneously broadcast over the Internet, available through the Investors section of the Penske Automotive Group website. Additionally, an investor presentation relating to the second quarter 2023 financial results has been posted to the Investors section of 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 a diversified international transportation services company and one of the world's premier automotive and commercial truck retailers. PAG operates dealerships in the United States, the United Kingdom, Canada, Germany, Italy, and Japan and is one of the largest retailers of commercial trucks in North America for Freightliner. PAG also distributes and retails commercial vehicles, diesel and gas engines, power systems, and related parts and services principally in Australia and New Zealand. PAG employs over 27,000 people worldwide. Additionally, PAG owns 28.9% of Penske Transportation Solutions ("PTS"), a business that employs over 43,000 people worldwide, manages one of the largest, most comprehensive and modern trucking fleets in North America with over 431,000 trucks, tractors, and trailers under lease, rental, and/or maintenance contracts and provides innovative transportation, supply chain, and technology solutions to its customers. PAG is a member of the Fortune 500, Russell 1000, and Russell 3000 indexes. For additional information, including the Company's 2022 ESG Report highlighting its ESG strategies, activities, and certain metrics, 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") and leverage ratio. 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 financial performance and future plans. Actual results may vary materially because of risks and uncertainties that are difficult to predict. These risks and uncertainties include, among others, those related to macro-economic, geo-political and industry conditions and events, including their impact on new and used vehicle sales, the availability of consumer credit, changes in consumer demand, consumer confidence levels, fuel prices, personal discretionary spending levels, interest rates, and unemployment rates; our ability to obtain vehicles and parts from our manufacturers, especially in light of supply chain disruptions due to natural disasters, the shortage of vehicle components, the war in Ukraine, challenges in sourcing labor, or labor strikes or work stoppages, or other disruptions; changes in the retail model either from direct sales by manufacturers, a transition to an agency model of sales, sales by online competitors, or from the expansion of electric vehicles; the effects of a pandemic on the global economy, including our ability to react effectively to changing

business conditions in light of any pandemic; the rate of inflation, including its impact on vehicle affordability; changes in interest rates and foreign currency exchange rates; our ability to consummate and integrate acquisitions; with respect to PTS, changes in the financial health of its customers, labor strikes or work stoppages by its employees, a reduction in PTS' asset utilization rates, continued availability from truck manufacturers and suppliers of vehicles and parts for its fleet, potential decreases in the resale value of used vehicles which may affect PTS' ability to sell its used vehicles after the expiration of its customers' leases or at the end of its holding period for rental vehicles, which may affect PTS' profitability and regulatory risks and related compliance costs; our ability to realize returns on our significant capital investment in new and upgraded dealership facilities; our ability to navigate a rapidly changing automotive and truck landscape; our ability to respond to new or enhanced regulations in both our domestic and international markets relating to automotive and commercial truck dealerships and vehicles sales, including those related to the sales process or emissions standards, as well as changes in consumer sentiment relating to commercial truck sales that may hinder our or PTS' ability to maintain, acquire, sell, or operate trucks; the success of our distribution of commercial vehicles, engines, and power systems; natural disasters; recall initiatives or other disruptions that interrupt the supply of vehicles or parts to us; 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 Group's business, markets, conditions, risks, and other uncertainties, which could affect Penske Automotive Group's future performance. The risks and uncertainties discussed above are not exhaustive and additional risk and uncertainties are addressed in Penske Automotive Group's Form 10-K for the year ended December 31, 2022, its Form 10-Q for the quarterly period ended March 31, 2023, and its other filings with the Securities and Exchange Commission. This press release speaks only as of its date, and Penske Automotive Group disclaims any duty to update the information herein.

Inquiries should contact:

Shelley Hulgrave Anthony Pordon
Executive Vice President and Executive Vice President Investor Relations
Chief Financial Officer and Corporate Development
Penske Automotive Group, Inc. Penske Automotive Group, Inc.
248-648-2812 248-648-2540
shulgrave@penskeautomotive.com tpordon@penskeautomotive.com

#

PENSKE AUTOMOTIVE GROUP, INC.

Consolidated Condensed Statements of Income

(Amounts In Millions, Except Per Share Data)

(Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2023 2022 Change 2023 2022 Change
Revenue $ 7,468.5 $ 6,906.9 8.1 % $ 14,807.5 $ 13,882.3 6.7 %
Cost of Sales 6,195.5 5,669.9 9.3 % 12,282.2 11,413.6 7.6 %
Gross Profit $ 1,273.0 $ 1,237.0 2.9 % $ 2,525.3 $ 2,468.7 2.3 %
SG&A Expenses 858.1 817.7 4.9 % 1,703.0 1,615.5 5.4 %
Depreciation 34.1 31.7 7.6 % 68.0 63.6 6.9 %
Operating Income $ 380.8 $ 387.6 (1.8) % $ 754.3 $ 789.6 (4.5) %
Floor Plan Interest Expense (30.8) (9.0) 242.2 % (58.7) (16.5) 255.8 %
Other Interest Expense (24.2) (17.0) 42.4 % (45.0) (33.5) 34.3 %
Equity in Earnings of Affiliates 74.5 138.0 (46.0) % 156.6 257.6 (39.2) %
Income Before Income Taxes $ 400.3 $ 499.6 (19.9) % $ 807.2 $ 997.2 (19.1) %
Income Taxes (97.7) (123.7) (21.0) % (205.0) (251.8) (18.6) %
Net Income $ 302.6 $ 375.9 (19.5) % $ 602.2 $ 745.4 (19.2) %
Less: Income Attributable to Non-Controlling Interests 1.8 1.9 (5.3) % 3.1 3.5 (11.4)%
Net Income Attributable to Common Stockholders $ 300.8 $ 374.0 (19.6) % $ 599.1 $ 741.9 (19.2) %
Amounts Attributable to Common Stockholders:
Net Income $ 302.6 $ 375.9 (19.5) % $ 602.2 $ 745.4 (19.2) %
Less: Income Attributable to Non-Controlling Interests 1.8 1.9 (5.3) % 3.1 3.5 (11.4)%
Net Income Attributable to Common Stockholders $ 300.8 $ 374.0 (19.6) % $ 599.1 $ 741.9 (19.2) %
Income Per Share $ 4.41 $ 4.93 (10.5) % $ 8.72 $ 9.70 (10.1) %
Weighted Average Shares Outstanding 68.2 75.8 (10.1) % 68.7 76.5 (10.2) %

PENSKE AUTOMOTIVE GROUP, INC.

Consolidated Condensed Balance Sheets

(Amounts In Millions)

(Unaudited)

June 30, December 31,
2023 2022
Assets:
Cash and Cash Equivalents $ 119.6 $ 106.5
Accounts Receivable, Net 890.6 906.7
Inventories 3,881.3 3,509.1
Other Current Assets 194.9 141.9
Total Current Assets 5,086.4 4,664.2
Property and Equipment, Net 2,624.5 2,496.5
Operating Lease Right-of-Use Assets 2,389.1 2,416.1
Intangibles 2,927.5 2,845.6
Other Long-Term Assets 1,769.4 1,692.2
Total Assets $ 14,796.9 $ 14,114.6
Liabilities and Equity:
Floor Plan Notes Payable $ 1,706.7 $ 1,565.7
Floor Plan Notes Payable – Non-Trade 1,465.1 1,430.6
Accounts Payable 943.5 853.5
Accrued Expenses and Other Current Liabilities 823.1 788.1
Current Portion Long-Term Debt 130.1 75.2
Total Current Liabilities 5,068.5 4,713.1
Long-Term Debt 1,613.6 1,546.9
Long-Term Operating Lease Liabilities 2,308.6 2,335.7
Other Long-Term Liabilities 1,396.5 1,344.1
Total Liabilities 10,387.2 9,939.8
Equity 4,409.7 4,174.8
Total Liabilities and Equity $ 14,796.9 $ 14,114.6

PENSKE AUTOMOTIVE GROUP, INC.

Consolidated Operations

Selected Data

(Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2023 2022 2023 2022
Geographic Revenue Mix:
North America 59.7 % 61.0 % 59.0 % 60.1 %
U.K. 32.2 % 31.8 % 32.9 % 32.1 %
Other International 8.1 % 7.2 % 8.1 % 7.8 %
Total 100.0 % 100.0 % 100.0 % 100.0 %
Revenue: (Amounts in Millions)
Retail Automotive $ 6,406.0 $ 5,997.3 $ 12,705.8 $ 12,026.5
Retail Commercial Truck 919.2 768.7 1,814.8 1,561.0
Commercial Vehicle Distribution and Other 143.3 140.9 286.9 294.8
Total $ 7,468.5 $ 6,906.9 $ 14,807.5 $ 13,882.3
Gross Profit: (Amounts in Millions)
Retail Automotive $ 1,085.9 $ 1,060.0 $ 2,148.5 $ 2,110.7
Retail Commercial Truck 146.8 136.0 293.8 277.2
Commercial Vehicle Distribution and Other 40.3 41.0 83.0 80.8
Total $ 1,273.0 $ 1,237.0 $ 2,525.3 $ 2,468.7
Gross Margin:
Retail Automotive 17.0 % 17.7 % 16.9 % 17.6 %
Retail Commercial Truck 16.0 % 17.7 % 16.2 % 17.8 %
Commercial Vehicle Distribution and Other 28.1 % 29.1 % 28.9 % 27.4 %
Total 17.0 % 17.9 % 17.1 % 17.8 %
Three Months Ended Six Months Ended
--- --- --- --- --- --- --- --- ---
June 30, June 30,
2023 2022 2023 2022
Operating Items as a Percentage of Revenue:
Gross Profit 17.0 % 17.9 % 17.1 % 17.8 %
Selling, General and Administrative Expenses 11.5 % 11.8 % 11.5 % 11.6 %
Operating Income 5.1 % 5.6 % 5.1 % 5.7 %
Income Before Income Taxes 5.4 % 7.2 % 5.5 % 7.2 %
Operating Items as a Percentage of Total Gross Profit:
Selling, General and Administrative Expenses 67.4 % 66.1 % 67.4 % 65.4 %
Operating Income 29.9 % 31.3 % 29.9 % 32.0 %
Three Months Ended Six Months Ended
--- --- --- --- --- --- --- --- ---
June 30, June 30,
(Amounts in Millions) 2023 2022 2023 2022
EBITDA(1) $ 458.6 $ 548.3 $ 920.2 $ 1,094.3
Floor Plan Credits $ 11.2 $ 10.1 $ 21.1 $ 19.9
Rent Expense $ 62.2 $ 61.0 $ 123.9 $ 121.7
_______________________
(1)See the following Non-GAAP reconciliation table.

PENSKE AUTOMOTIVE GROUP, INC.

Retail Automotive Operations

(Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2023 2022 Change 2023 2022 Change
Retail Automotive Units:
New Retail 49,562 45,515 8.9 % 97,224 91,043 6.8 %
Used Retail 65,386 69,994 (6.6) % 133,222 138,225 (3.6) %
Total Retail 114,948 115,509 (0.5) % 230,446 229,268 0.5 %
New Agency 8,931 nm 15,864 nm
Total Retail and Agency 123,879 115,509 7.2 % 246,310 229,268 7.4 %
Retail Automotive Revenue: (Amounts in Millions)
New Vehicles $ 2,820.1 $ 2,446.0 15.3 % $ 5,541.4 $ 4,891.5 13.3 %
Used Vehicles 2,330.3 2,387.8 (2.4) % 4,627.4 4,810.7 (3.8) %
Finance and Insurance, Net 214.1 221.4 (3.3) % 420.9 438.7 (4.1) %
Service and Parts 685.2 597.0 14.8 % 1,368.2 1,183.2 15.6 %
Fleet and Wholesale 356.3 345.1 3.2 % 747.9 702.4 6.5 %
Total Revenue $ 6,406.0 $ 5,997.3 6.8 % $ 12,705.8 $ 12,026.5 5.6 %
Retail Automotive Gross Profit: (Amounts in Millions)
New Vehicles $ 326.8 $ 312.3 4.6 % $ 640.6 $ 623.7 2.7 %
Used Vehicles 123.3 155.2 (20.6) % 245.9 311.0 (20.9) %
Finance and Insurance, Net 214.1 221.4 (3.3) % 420.9 438.7 (4.1) %
Service and Parts 406.5 359.2 13.2 % 805.4 709.7 13.5 %
Fleet and Wholesale 15.2 11.9 27.7 % 35.7 27.6 29.3 %
Total Gross Profit $ 1,085.9 $ 1,060.0 2.4 % $ 2,148.5 $ 2,110.7 1.8 %
Retail Automotive Revenue Per Vehicle Retailed:
New Vehicles (excluding agency) $ 56,557 $ 53,740 5.2 % $ 56,687 $ 53,727 5.5 %
Used Vehicles 35,639 34,114 4.5 % 34,735 34,803 (0.2) %
Retail Automotive Gross Profit Per Vehicle Retailed:
New Vehicles (excluding agency) $ 6,259 $ 6,860 (8.8) % $ 6,287 $ 6,850 (8.2) %
Used Vehicles 1,887 2,218 (14.9) % 1,847 2,250 (17.9) %
Finance and Insurance (excluding agency) 1,840 1,917 (4.0) % 1,806 1,914 (5.6) %
Agency 2,153 nm 2,142 nm
Retail Automotive Gross Margin:
New Vehicles 11.6 % 12.8 % (120)bps 11.6 % 12.8 % (120)bps
Used Vehicles 5.3 % 6.5 % (120)bps 5.3 % 6.5 % (120)bps
Service and Parts 59.3 % 60.2 % (90)bps 58.9 % 60.0 % (110)bps
Fleet and Wholesale 4.3 % 3.4 % +90bps 4.8 % 3.9 % +90bps
Total Gross Margin 17.0 % 17.7 % (70)bps 16.9 % 17.6 % (70)bps
Retail Automotive Revenue Mix Percentages:
New Vehicles 44.0 % 40.8 % +320bps 43.6 % 40.7 % +290bps
Used Vehicles 36.4 % 39.8 % (340)bps 36.4 % 40.0 % (360)bps
Finance and Insurance, Net 3.3 % 3.7 % (40)bps 3.3 % 3.6 % (30)bps
Service and Parts 10.7 % 10.0 % +70bps 10.8 % 9.8 % +100bps
Fleet and Wholesale 5.6 % 5.7 % (10)bps 5.9 % 5.9 % —bps
Total 100.0 % 100.0 % 100.0 % 100.0 %
Retail Automotive Gross Profit Mix Percentages:
New Vehicles 30.1 % 29.5 % +60bps 29.8 % 29.5 % +30bps
Used Vehicles 11.4 % 14.6 % (320)bps 11.4 % 14.7 % (330)bps
Finance and Insurance, Net 19.7 % 20.9 % (120)bps 19.6 % 20.8 % (120)bps
Service and Parts 37.4 % 33.9 % +350bps 37.5 % 33.6 % +390bps
Fleet and Wholesale 1.4 % 1.1 % +30bps 1.7 % 1.4 % +30bps
Total 100.0 % 100.0 % 100.0 % 100.0 %
nm – not meaningful

PENSKE AUTOMOTIVE GROUP, INC.

Retail Automotive Operations Same-Store

(Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2023 2022 Change 2023 2022 Change
Retail Automotive Same-Store Units:
New Retail 48,923 44,920 8.9 % 94,403 89,282 5.7 %
Used Retail 63,726 68,921 (7.5) % 128,555 135,390 (5.0) %
Total Retail 112,649 113,841 (1.0) % 222,958 224,672 (0.8) %
New Agency 7,554 nm 13,428 nm
Total Retail and Agency 120,203 113,841 5.6 % 236,386 224,672 5.2 %
Retail Automotive Same-Store Revenue: (Amounts in Millions)
New Vehicles $ 2,782.4 $ 2,416.6 15.1 % $ 5,395.1 $ 4,813.5 12.1 %
Used Vehicles 2,269.8 2,353.3 (3.5) % 4,461.3 4,721.7 (5.5) %
Finance and Insurance, Net 209.3 218.4 (4.2) % 408.5 433.3 (5.7) %
Service and Parts 653.0 589.7 10.7 % 1,288.9 1,167.1 10.4 %
Fleet and Wholesale 349.6 340.9 2.6 % 728.2 689.9 5.6 %
Total Revenue $ 6,264.1 $ 5,918.9 5.8 % $ 12,282.0 $ 11,825.5 3.9 %
Retail Automotive Same-Store Gross Profit: (Amounts in Millions)
New Vehicles $ 321.4 $ 309.1 4.0 % $ 624.0 $ 616.6 1.2 %
Used Vehicles 121.2 153.7 (21.1) % 239.2 307.0 (22.1) %
Finance and Insurance, Net 209.3 218.4 (4.2) % 408.5 433.3 (5.7) %
Service and Parts 391.1 354.7 10.3 % 766.2 700.2 9.4 %
Fleet and Wholesale 15.5 11.9 30.3 % 35.9 27.6 30.1 %
Total Gross Profit $ 1,058.5 $ 1,047.8 1.0 % $ 2,073.8 $ 2,084.7 (0.5) %
Retail Automotive Same-Store Revenue Per Vehicle Retailed:
New Vehicles (excluding agency) $ 56,592 $ 53,799 5.2 % $ 56,889 $ 53,914 5.5 %
Used Vehicles 35,618 34,145 4.3 % 34,703 34,875 (0.5) %
Retail Automotive Same-Store Gross Profit Per Vehicle Retailed:
New Vehicles (excluding agency) $ 6,298 $ 6,880 (8.5) % $ 6,358 $ 6,906 (7.9) %
Used Vehicles 1,902 2,230 (14.7) % 1,861 2,268 (17.9) %
Finance and Insurance (excluding agency) 1,834 1,918 (4.4) % 1,812 1,928 (6.0) %
Agency 2,114 nm 2,118 nm
Retail Automotive Same-Store Gross Margin:
New Vehicles 11.6 % 12.8 % (120)bps 11.6 % 12.8 % (120)bps
Used Vehicles 5.3 % 6.5 % (120)bps 5.4 % 6.5 % (110)bps
Service and Parts 59.9 % 60.1 % (20)bps 59.4 % 60.0 % (60)bps
Fleet and Wholesale 4.4 % 3.5 % +90bps 4.9 % 4.0 % +90bps
Total Gross Margin 16.9 % 17.7 % (80)bps 16.9 % 17.6 % (70)bps
Retail Automotive Same-Store Revenue Mix Percentages:
New Vehicles 44.4 % 40.8 % +360bps 43.9 % 40.7 % +320bps
Used Vehicles 36.2 % 39.8 % (360)bps 36.3 % 39.9 % (360)bps
Finance and Insurance, Net 3.3 % 3.7 % (40)bps 3.3 % 3.7 % (40)bps
Service and Parts 10.4 % 10.0 % +40bps 10.5 % 9.9 % +60bps
Fleet and Wholesale 5.7 % 5.7 % —bps 6.0 % 5.8 % +20bps
Total 100.0 % 100.0 % 100.0 % 100.0 %
Retail Automotive Same-Store Gross Profit Mix Percentages:
New Vehicles 30.4 % 29.5 % +90bps 30.1 % 29.6 % +50bps
Used Vehicles 11.5 % 14.7 % (320)bps 11.5 % 14.7 % (320)bps
Finance and Insurance, Net 19.8 % 20.8 % (100)bps 19.7 % 20.8 % (110)bps
Service and Parts 36.9 % 33.9 % +300bps 36.9 % 33.6 % +330bps
Fleet and Wholesale 1.4 % 1.1 % +30bps 1.8 % 1.3 % +50bps
Total 100.0 % 100.0 % 100.0 % 100.0 %
nm – not meaningful

PENSKE AUTOMOTIVE GROUP, INC.

Retail Commercial Truck Operations

(Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2023 2022 Change 2023 2022 Change
Retail Commercial Truck Units:
New Retail 4,539 3,531 28.5 % 9,056 7,386 22.6 %
Used Retail 704 643 9.5 % 1,359 1,480 (8.2) %
Total 5,243 4,174 25.6 % 10,415 8,866 17.5 %
Retail Commercial Truck Revenue: (Amounts in Millions)
New Vehicles $ 616.4 $ 447.3 37.8 % $ 1,216.6 $ 919.0 32.4 %
Used Vehicles 52.4 78.7 (33.4) % 101.9 179.0 (43.1) %
Finance and Insurance, Net 5.0 4.5 11.1 % 10.0 10.9 (8.3) %
Service and Parts 232.1 219.6 5.7 % 460.1 416.6 10.4 %
Wholesale and Other 13.3 18.6 (28.5) % 26.2 35.5 (26.2) %
Total Revenue $ 919.2 $ 768.7 19.6 % $ 1,814.8 $ 1,561.0 16.3 %
Retail Commercial Truck Gross Profit: (Amounts in Millions)
New Vehicles $ 37.5 $ 26.5 41.5 % $ 70.0 $ 55.5 26.1 %
Used Vehicles 4.0 5.9 (32.2) % 9.4 21.8 (56.9) %
Finance and Insurance, Net 5.0 4.5 11.1 % 10.0 10.9 (8.3) %
Service and Parts 95.4 92.3 3.4 % 193.7 176.1 10.0 %
Wholesale and Other 4.9 6.8 (27.9) % 10.7 12.9 (17.1) %
Total Gross Profit $ 146.8 $ 136.0 7.9 % $ 293.8 $ 277.2 6.0 %
Retail Commercial Truck Revenue Per Vehicle Retailed:
New Vehicles $ 135,798 $ 126,676 7.2 % $ 134,345 $ 124,422 8.0 %
Used Vehicles 74,421 122,415 (39.2) % 75,009 120,963 (38.0) %
Retail Commercial Truck Gross Profit Per Vehicle Retailed:
New Vehicles $ 8,254 $ 7,504 10.0 % $ 7,723 $ 7,508 2.9 %
Used Vehicles 5,722 9,133 (37.3) % 6,914 14,691 (52.9) %
Finance and Insurance 960 1,082 (11.3) % 961 1,230 (21.9) %
Retail Commercial Truck Gross Margin:
New Vehicles 6.1 % 5.9 % +20bps 5.8 % 6.0 % (20)bps
Used Vehicles 7.6 % 7.5 % +10bps 9.2 % 12.2 % (300)bps
Service and Parts 41.1 % 42.0 % (90)bps 42.1 % 42.3 % (20)bps
Wholesale and Other 36.8 % 36.6 % +20bps 40.8 % 36.3 % +450bps
Total Gross Margin 16.0 % 17.7 % (170)bps 16.2 % 17.8 % (160)bps
Retail Commercial Truck Revenue Mix Percentages:
New Vehicles 67.1 % 58.2 % +890bps 67.0 % 58.9 % +810bps
Used Vehicles 5.7 % 10.2 % (450)bps 5.6 % 11.5 % (590)bps
Finance and Insurance, Net 0.5 % 0.6 % (10)bps 0.6 % 0.7 % (10)bps
Service and Parts 25.3 % 28.6 % (330)bps 25.4 % 26.7 % (130)bps
Wholesale and Other 1.4 % 2.4 % (100)bps 1.4 % 2.2 % (80)bps
Total 100.0 % 100.0 % 100.0 % 100.0 %
Retail Commercial Truck Gross Profit Mix Percentages:
New Vehicles 25.5 % 19.5 % +600bps 23.8 % 20.0 % +380bps
Used Vehicles 2.7 % 4.3 % (160)bps 3.2 % 7.9 % (470)bps
Finance and Insurance, Net 3.4 % 3.3 % +10bps 3.4 % 3.9 % (50)bps
Service and Parts 65.0 % 67.9 % (290)bps 65.9 % 63.5 % +240bps
Wholesale and Other 3.4 % 5.0 % (160)bps 3.7 % 4.7 % (100)bps
Total 100.0 % 100.0 % 100.0 % 100.0 %

PENSKE AUTOMOTIVE GROUP, INC.

Retail Commercial Truck Operations Same-Store

(Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2023 2022 Change 2023 2022 Change
Retail Commercial Truck Same-Store Units:
New Retail 4,510 3,531 27.7 % 8,610 7,175 20.0 %
Used Retail 701 643 9.0 % 1,327 1,464 (9.4) %
Total 5,211 4,174 24.8 % 9,937 8,639 15.0 %
Retail Commercial Truck Same-Store Revenue: (Amounts in Millions)
New Vehicles $ 611.7 $ 447.3 36.8 % $ 1,164.6 $ 893.5 30.3 %
Used Vehicles 52.2 78.7 (33.7) % 99.7 177.5 (43.8) %
Finance and Insurance, Net 5.0 4.5 11.1 % 9.7 10.7 (9.3) %
Service and Parts 229.3 219.6 4.4 % 428.6 398.9 7.4 %
Wholesale and Other 13.3 18.6 (28.5) % 26.1 35.3 (26.1) %
Total Revenue $ 911.5 $ 768.7 18.6 % $ 1,728.7 $ 1,515.9 14.0 %
Retail Commercial Truck Same-Store Gross Profit: (Amounts in Millions)
New Vehicles $ 37.0 $ 26.5 39.6 % $ 66.0 $ 53.8 22.7 %
Used Vehicles 4.0 5.9 (32.2) % 9.1 21.5 (57.7) %
Finance and Insurance, Net 5.0 4.5 11.1 % 9.7 10.7 (9.3) %
Service and Parts 94.3 92.3 2.2 % 180.7 169.5 6.6 %
Wholesale and Other 4.7 6.6 (28.8) % 10.4 12.7 (18.1) %
Total Gross Profit $ 145.0 $ 135.8 6.8 % $ 275.9 $ 268.2 2.9 %
Retail Commercial Truck Same-Store Revenue Per Vehicle Retailed:
New Vehicles $ 135,637 $ 126,676 7.1 % $ 135,259 $ 124,527 8.6 %
Used Vehicles 74,485 122,415 (39.2) % 75,162 121,271 (38.0) %
Retail Commercial Truck Same-Store Gross Profit Per Vehicle Retailed:
New Vehicles $ 8,211 $ 7,504 9.4 % $ 7,665 $ 7,493 2.3 %
Used Vehicles 5,733 9,133 (37.2) % 6,886 14,713 (53.2) %
Finance and Insurance 958 1,082 (11.5) % 976 1,238 (21.2) %
Retail Commercial Truck Same-Store Gross Margin:
New Vehicles 6.0 % 5.9 % +10bps 5.7 % 6.0 % (30)bps
Used Vehicles 7.7 % 7.5 % +20bps 9.1 % 12.1 % (300)bps
Service and Parts 41.1 % 42.0 % (90)bps 42.2 % 42.5 % (30)bps
Wholesale and Other 35.3 % 35.5 % (20)bps 39.8 % 36.0 % +380bps
Total Gross Margin 15.9 % 17.7 % (180)bps 16.0 % 17.7 % (170)bps
Retail Commercial Truck Same-Store Revenue Mix Percentages:
New Vehicles 67.1 % 58.2 % +890bps 67.4 % 58.9 % +850bps
Used Vehicles 5.7 % 10.2 % (450)bps 5.8 % 11.7 % (590)bps
Finance and Insurance, Net 0.5 % 0.6 % (10)bps 0.6 % 0.7 % (10)bps
Service and Parts 25.2 % 28.6 % (340)bps 24.8 % 26.3 % (150)bps
Wholesale and Other 1.5 % 2.4 % (90)bps 1.4 % 2.4 % (100)bps
Total 100.0 % 100.0 % 100.0 % 100.0 %
Retail Commercial Truck Same-Store Gross Profit Mix Percentages:
New Vehicles 25.5 % 19.5 % +600bps 23.9 % 20.1 % +380bps
Used Vehicles 2.8 % 4.3 % (150)bps 3.3 % 8.0 % (470)bps
Finance and Insurance, Net 3.4 % 3.3 % +10bps 3.5 % 4.0 % (50)bps
Service and Parts 65.0 % 68.0 % (300)bps 65.5 % 63.2 % +230bps
Wholesale and Other 3.3 % 4.9 % (160)bps 3.8 % 4.7 % (90)bps
Total 100.0 % 100.0 % 100.0 % 100.0 %

PENSKE AUTOMOTIVE GROUP, INC.

Supplemental Data

(Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2023 2022 2023 2022
Retail Automotive Revenue Mix:
Premium:
BMW / MINI 25 % 25 % 25 % 25 %
Audi 11 % 11 % 11 % 11 %
Mercedes-Benz 9 % 10 % 9 % 10 %
Land Rover / Jaguar 7 % 7 % 8 % 7 %
Porsche 8 % 8 % 8 % 7 %
Ferrari / Maserati 3 % 3 % 3 % 3 %
Lexus 3 % 3 % 3 % 3 %
Acura 1 % 1 % 1 % 1 %
Bentley 1 % 1 % 1 % 1 %
Others 3 % 1 % 2 % 2 %
Total Premium 71 % 70 % 71 % 70 %
Volume Non-U.S.:
Toyota 10 % 11 % 10 % 11 %
Honda 6 % 5 % 6 % 5 %
Volkswagen 2 % 2 % 2 % 2 %
Hyundai 1 % 1 % 1 % 1 %
Others 2 % 2 % 1 % 2 %
Total Volume Non-U.S. 21 % 21 % 20 % 21 %
U.S.:
General Motors / Stellantis 1 % 1 % 1 % 1 %
CarShop Used Vehicle Centers 7 % 8 % 8 % 8 %
Total 100 % 100 % 100 % 100 % Three Months Ended Six Months Ended
--- --- --- --- --- --- --- --- ---
June 30, June 30,
Capital Expenditures / Stock Repurchases: 2023 2022 2023 2022
(Amounts in Millions)
Capital expenditures $ 83.1 $ 81.9 $ 185.5 $ 138.1
Cash paid for acquisitions, net of cash acquired $ 80.5 $ 132.3 $ 80.5 $ 225.9
Stock repurchases:
Aggregate purchase price $ 240.2 $ 173.4 $ 350.4 $ 292.6
Shares repurchased 1.7 1.7 2.6 2.9
Balance Sheet and Other Highlights: June 30, 2023 December 31, 2022
--- --- --- --- ---
(Amounts in Millions)
Cash and Cash Equivalents $ 119.6 $ 106.5
Inventories $ 3,881.3 $ 3,509.1
Total Floor Plan Notes Payable $ 3,171.8 $ 2,996.3
Total Long-Term Debt $ 1,743.7 $ 1,622.1
Equity $ 4,409.7 $ 4,174.8
Debt to Total Capitalization Ratio 28.3% 28.0%
Leverage Ratio (1) 0.9x 0.8x
New vehicle days' supply 32 days 25 days
Used vehicle days' supply 45 days 53 days
__________________________
(1)See the following Non-GAAP reconciliation table

PENSKE AUTOMOTIVE GROUP, INC.

Consolidated Non-GAAP Reconciliations

(Unaudited)

The following table reconciles reported net income to earnings before interest, taxes, depreciation, and amortization (“EBITDA”) for the three and six months ended June 30, 2023 and 2022:

Three Months Ended
June 30, 2023 vs. 2022
(Amounts in Millions) 2023 2022 Change % Change
Net Income $ 302.6 $ 375.9 $ (73.3) (19.5) %
Add: Depreciation 34.1 31.7 2.4 7.6 %
Other Interest Expense 24.2 17.0 7.2 42.4 %
Income Taxes 97.7 123.7 (26.0) (21.0) %
EBITDA $ 458.6 $ 548.3 $ (89.7) (16.4) %
Six Months Ended
--- --- --- --- --- --- --- --- ---
June 30, 2023 vs. 2022
(Amounts in Millions) 2023 2022 Change % Change
Net Income $ 602.2 $ 745.4 $ (143.2) (19.2) %
Add: Depreciation 68.0 63.6 4.4 6.9 %
Other Interest Expense 45.0 33.5 11.5 34.3 %
Income Taxes 205.0 251.8 (46.8) (18.6) %
EBITDA $ 920.2 $ 1,094.3 $ (174.1) (15.9) %

The following table reconciles the leverage ratio as of June 30, 2023, and December 31, 2022:

Six Six Trailing Twelve Twelve
Months Ended Months Ended Months Ended Months Ended
(Amounts in Millions) December 31, 2022 June 30, 2023 June 30, 2023 December 31, 2022
Net Income $ 640.8 $ 602.2 $ 1,243.0 $ 1,386.2
Add: Depreciation 63.7 68.0 131.7 127.3
Other Interest Expense 36.9 45.0 81.9 70.4
Income Taxes 221.2 205.0 426.2 473.0
EBITDA $ 962.6 $ 920.2 $ 1,882.8 $ 2,056.9
Total Non-Vehicle Long-Term Debt $ 1,743.7 $ 1,622.1
Leverage Ratio 0.9x 0.8x

# # # # #

13