8-K

 

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): April 19, 2005

United Auto 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 April 19, 2005, United Auto Group issued a press release announcing its first quarter 2005 financial results and other information. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01. Other Events.

Our Board of Directors has approved a dividend in the amount of $0.11 per share payable June 1, 2005 to shareholders of record as of May 10, 2005 as discussed more fully in the press release incorporated herein and attached hereto as Exhibit 99.2.

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.

	United Auto Group, Inc.
April 19, 2005	By:	Robert H. Kurnick, Jr.
		Name: Robert H. Kurnick, Jr.
		Title: Executive Vice President

Exhibit Index

Exhibit No.	Description
99.1	Earnings Press Release
99.2	Dividend Press Release

EX-99.1

Contact:	Roger Penske	Jim Davidson	Tony Pordon
	Chairman 248-648-2400	Executive VP – Finance 201-325-3303	Vice President – Investor Relations 248-648-2540
		jdavidson@unitedauto.com	tpordon@unitedauto.com

UNITEDAUTO NET INCOME INCREASES 13%

Revenues Increase 14%; Gross Profit Increases 17%

___________________________________________________________

Earnings Per Share Rises to $0.49 Per Share
____________________________________________________________

BLOOMFIELD HILLS, MI, April 19, 2005 – United Auto Group, Inc. (NYSE: UAG), a FORTUNE 500 automotive specialty retailer, today announced a 13.3% rise in first quarter net income and its 24^th consecutive quarter of record results. Total revenue for the quarter increased 13.8% to $2.6 billion. The growth in revenue includes a 0.6% increase in same-store retail revenue highlighted by a 6.9% increase in service and parts and a 4.7% increase in finance and insurance. Same-store new and used vehicle retail revenues were essentially flat for the quarter. Net income increased to $22.9 million, or $0.49 per share, from $20.2 million, or $0.48 per share, in the prior year. Earnings per share reflects a 10.2% increase in weighted average shares outstanding.

Commenting on the Company’s results, Chairman Roger Penske said, “We are delighted with the performance of our business in the first quarter despite an overall difficult operating environment and challenging weather conditions in certain markets. UnitedAuto’s investments in new facilities and expanded service capacity at many locations contributed to a mix shift towards the higher margin service and parts business in the quarter. Specifically, our overall service and parts business comprised 10.9% of our revenue, an increase of 61 basis points over the first quarter of 2004.” Penske also said, “We have completed two acquisitions so far this year representing approximately $90 million in annual revenues. We expect to add approximately $300 — $500 million in net annual revenue through acquisitions this year.”

Commenting further Penske said, “In the second quarter, we expect the overall retail market to remain competitive. The Company is currently projecting earnings per share in the second quarter in the range of $0.65 to $0.70 based on an estimated average of 47.0 million shares outstanding. Based on our performance in the first quarter, we are raising our 2005 earnings estimate to $2.34 - $2.41 per share.”

UnitedAuto will host a conference call discussing financial results relating to first quarter 2005 on Tuesday, April 19, 2005 at 1:30 p.m. ET. To listen to the conference call, participants must dial (800) 611-1148 [International, please dial (612) 332-0345]. The call will also be simultaneously broadcast live over the Internet through the UnitedAuto website at www.unitedauto.com.

About UnitedAuto

UnitedAuto, which has pursued a strategy based on internal growth from its existing dealerships, as well as from strategic acquisitions, operates 149 franchises in the United States and 100 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. Statements in this press release involve forward-looking statements, including forward-looking statements regarding UnitedAuto’s future sales and earnings growth potential. Actual results may vary materially because of risks and uncertainties, including 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 is contained in UnitedAuto’s Form 10-K for the year ended December 31, 2004 and its other filings with the Securities and Exchange Commission, and which is incorporated into this press release by reference. This press release speaks only as of its date and UnitedAuto disclaims any duty to update the information herein.

UNITED AUTO GROUP, INC.
Consolidated Statements of Income
(Amounts In Thousands, Except Per Share Data)
(Unaudited)

	First Quarter
	2005			2004
New Vehicles	$	1,433,248		$	1,267,287
Used Vehicles		566,894			508,696
Finance and Insurance		57,799			50,901
Service and Parts		278,519			230,820
Fleet		31,915			26,406
Wholesale		188,495			161,931
Total Revenues		2,556,870			2,246,041
Cost of Sales		2,168,894			1,914,060
Gross Profit		387,976			331,981
SG&A Expenses		315,048			265,691
Depreciation and Amortization		10,560			8,523
Operating Income		62,368			57,767
Floor Plan Interest Expense		(13,853	)		(12,965	)
Other Interest Expense		(11,481	)		(10,765	)
Income from Continuing Operations Before Minority Interests and Income Tax Provision		37,034			34,037
Minority Interests		(143	)		(320	)
Income Tax Provision		(13,668	)		(13,211	)
Income from Continuing Operations		23,223			20,506
Loss from Discontinued Operations, Net of Tax		(331	)		(302	)
Net Income	$	22,892		$	20,204
Income from Continuing Operations Per Diluted Share	$	0.50		$	0.48
Diluted EPS	$	0.49		$	0.48
Diluted Weighted Average Shares Outstanding		46,875			42,521

UNITED AUTO GROUP, INC.
Consolidated Condensed Balance Sheets
(Amounts In Thousands)
(Unaudited)

	3/31/05		12/31/04
Assets
Cash and Cash Equivalents	$	18,148	$	12,984
Accounts Receivable, Net		392,425		366,475
Inventories		1,381,527		1,275,293
Other Current Assets		56,658		44,330
Total Current Assets		1,848,758		1,699,082
Property and Equipment, Net		415,056		411,748
Intangibles		1,248,399		1,231,311
Other Assets		55,418		86,956
Assets of Discontinued Operations		98,832		103,704
Total Assets	$	3,666,463	$	3,532,801
Liabilities and Stockholders’ Equity
Floor Plan Notes Payable	$	1,279,413	$	1,218,837
Accounts Payable and Accrued Expenses		447,869		406,497
Current Portion Long-Term Debt		3,577		11,367
Total Current Liabilities		1,730,859		1,636,701
Long-Term Debt		603,793		574,970
Other Long-Term Liabilities		180,160		179,104
Liabilities of Discontinued Operations		62,196		66,991
Total Liabilities		2,577,008		2,457,766
Stockholders’ Equity		1,089,455		1,075,035
Total Liabilities and Stockholders’ Equity	$	3,666,463	$	3,532,801

UNITED AUTO GROUP, INC.
Selected Data

	First Quarter
	2005			2004
Units
New Retail Units		43,760			39,919
Used Retail Units		22,730			21,381
Total Retail Units		66,490			61,300
Same-Store Retail Revenue
New Vehicles	$	1,248,645		$	1,252,414
Used Vehicles		498,257			501,008
Finance and Insurance		52,989			50,613
Service and Parts		242,419			226,737
Total Same-Store Retail Revenue	$	2,042,310		$	2,030,772
Same-Store Retail Revenue Growth
New Vehicles		(0.3	%)		12.1	%
Used Vehicles		(0.5	%)		7.9	%
Finance and Insurance		4.7	%		7.0	%
Service and Parts		6.9	%		16.5	%
Revenue Mix
New Vehicles		56.1	%		56.4	%
Used Vehicles		22.2	%		22.6	%
Finance and Insurance		2.3	%		2.3	%
Service and Parts		10.9	%		10.3	%
Fleet		1.1	%		1.2	%
Wholesale		7.4	%		7.2	%
Retail Gross Margin — by Product
New Vehicles		8.8	%		8.6	%
Used Vehicles		9.3	%		9.0	%
Finance and Insurance		100.0	%		100.0	%
Service and Parts		54.1	%		54.2	%
Gross Profit per Transaction
New Vehicles	$	2,867		$	2,736
Used Vehicles		2,329			2,129
Finance and Insurance		869			830

UNITED AUTO GROUP, INC.
Selected Data (Continued)

	First Quarter
	2005			2004
Brand Mix:
Toyota/Lexus		21	%		23	%
BMW		14	%		15	%
Honda/Acura		13	%		10	%
Mercedes		9	%		11	%
Ford Premier Group		8	%		10	%
Audi		7	%		4	%
General Motors		7	%		8	%
Ford		5	%		4	%
Nissan/Infiniti		4	%		3	%
Chrysler		3	%		4	%
Other		9	%		8	%
Debt to Total Capital Ratio		36	%		35	%
Adjusted EBITDA (a)	$	59,075		$	53,325
Rent Expense	$	29,231		$	22,649

(a) Adjusted EBITDA is defined as income from continuing operations before minority interests, income tax provision, other interest expense, depreciation and amortization. While Adjusted EBITDA should not be construed as a substitute for income from continuing operations or as a better measure of liquidity than cash flows from operating activities, each of which is determined in accordance with U.S. GAAP, it is included in this press release to provide additional information regarding the amount of cash our business is generating. This measure may not be comparable to similarly titled measures reported by other companies. Following is a reconciliation of income from continuing operations before minority interests and income tax provision and Adjusted EBITDA:

	First Quarter
	2005		2004
Income from continuing operations before minority interests and income tax provision	$	37.0	$	34.0
Other interest expense		11.5		10.8
Depreciation and amortization		10.6		8.5
Adjusted EBITDA	$	59.1	$	53.3

Contact: Jim Davidson
Executive Vice President – Finance
201-325-3303
jdavidson@unitedauto.com Tony Pordon
Vice President – Investor Relations
248-648-2540
tony.pordon@unitedauto.com

FOR IMMEDIATE RELEASE

UNITEDAUTO ANNOUNCES QUARTERLY DIVIDEND

BLOOMFIELD HILLS, MI, April 19, 2005 – UnitedAuto Group, Inc. (NYSE:UAG), a FORTUNE 500 automotive specialty retailer, today announced that its Board of Directors has approved a quarterly dividend of $0.11 per share payable on June 1, 2005 to shareholders of record on May 10, 2005.

UnitedAuto, which has pursued a strategy based on internal growth from its existing dealerships, as well as from strategic acquisitions, operates 149 franchises in the United States and 96 franchises internationally, primarily in the United Kingdom. UnitedAuto dealerships sell new and used vehicles, and market a complete line of after-market automotive products and services.

Statements in this press release may involve forward-looking statements, including forward-looking statements regarding UnitedAuto. Actual results may vary materially because of risks and uncertainties, including 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 Form 10-K for the year ended December 31, 2004, and its other filings with the Securities and Exchange Commission and which are incorporated into this press release by reference. This press release speaks only as of its date, and UnitedAuto disclaims any duty to update the information herein.

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