Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 24, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | PENSKE AUTOMOTIVE GROUP, INC. | |
Entity Central Index Key | 1019849 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 90,243,407 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED_CONDENSED_BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
ASSETS | ||
Cash and cash equivalents | $66.80 | $36.30 |
Accounts receivable, net of allowance for doubtful accounts of $4.2 and $3.5 | 746.4 | 701.4 |
Inventories | 2,885.70 | 2,819.20 |
Other current assets | 106.7 | 124.7 |
Assets held for sale | 62.2 | 186.1 |
Total current assets | 3,867.80 | 3,867.70 |
Property and equipment, net | 1,326.60 | 1,328.80 |
Goodwill | 1,271.10 | 1,266.30 |
Other indefinite-lived intangible assets | 386.6 | 386.2 |
Equity method investments | 350.9 | 352.8 |
Other long-term assets | 24.6 | 26.4 |
Total assets | 7,227.60 | 7,228.20 |
LIABILITIES AND EQUITY | ||
Floor plan notes payable | 1,915.80 | 1,812.60 |
Floor plan notes payable - non-trade | 1,021.50 | 920.5 |
Accounts payable | 454.1 | 417.6 |
Accrued expenses | 342.9 | 310.3 |
Current portion of long-term debt | 34.5 | 36.6 |
Liabilities held for sale | 43.3 | 132.7 |
Total current liabilities | 3,812.10 | 3,630.30 |
Long-term debt | 1,174.10 | 1,316 |
Deferred tax liabilities | 385 | 409.9 |
Other long-term liabilities | 185 | 190.8 |
Total liabilities | 5,556.20 | 5,547 |
Commitments and contingent liabilities (Note 9) | ||
Penske Automotive Group stockholders' equity: | ||
Preferred Stock, $0.0001 par value; 100,000 shares authorized; none issued and outstanding | ||
Common Stock | ||
Additional paid-in-capital | 680.3 | 690.7 |
Retained earnings | 1,070.70 | 1,015.40 |
Accumulated other comprehensive income (loss) | -107.8 | -53.3 |
Total Penske Automotive Group stockholders' equity | 1,643.20 | 1,652.80 |
Non-controlling interest | 28.2 | 28.4 |
Total equity | 1,671.40 | 1,681.20 |
Total liabilities and equity | 7,227.60 | 7,228.20 |
Non-voting Common Stock | ||
Penske Automotive Group stockholders' equity: | ||
Common Stock | ||
Class C Common Stock | ||
Penske Automotive Group stockholders' equity: | ||
Common Stock |
CONSOLIDATED_CONDENSED_BALANCE1
CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, except Share data, unless otherwise specified | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $4.20 | $3.50 |
Preferred Stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred Stock, shares authorized | 100,000 | 100,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, shares authorized | 240,000,000 | 240,000,000 |
Common Stock, shares issued | 90,242,407 | 90,244,840 |
Common Stock, shares outstanding | 90,242,407 | 90,244,840 |
Non-voting Common Stock | ||
Common Stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, shares authorized | 7,125,000 | 7,125,000 |
Common Stock, shares issued | 0 | 0 |
Common Stock, shares outstanding | 0 | 0 |
Class C Common Stock | ||
Common Stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, shares authorized | 20,000,000 | 20,000,000 |
Common Stock, shares issued | 0 | 0 |
Common Stock, shares outstanding | 0 | 0 |
CONSOLIDATED_CONDENSED_STATEME
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenue: | ||
Total revenues | $4,471.10 | $4,015.20 |
Cost of sales: | ||
Total cost of sales | 3,782.40 | 3,401.20 |
Gross profit | 688.7 | 614 |
Selling, general and administrative expenses | 534.5 | 477.2 |
Depreciation | 18.6 | 16.1 |
Operating income | 135.6 | 120.7 |
Floor plan interest expense | -10.1 | -11.1 |
Other interest expense | -16.3 | -12.4 |
Equity in earnings of affiliates | 6.7 | 5.1 |
Income from continuing operations before income taxes | 115.9 | 102.3 |
Income taxes | -38.8 | -34.7 |
Income from continuing operations | 77.1 | 67.6 |
Income (loss) from discontinued operations, net of tax | -1.2 | 0.3 |
Net income | 75.9 | 67.9 |
Less: Income attributable to non-controlling interests | 0.7 | 0.4 |
Net income attributable to Penske Automotive Group common stockholders | 75.2 | 67.5 |
Basic earnings per share attributable to Penske Automotive Group common stockholders: | ||
Continuing operations (in dollars per share) | $0.85 | $0.74 |
Discontinued operations (in dollars per share) | ($0.01) | $0 |
Net income attributable to Penske Automotive Group common stockholders (in dollars per share) | $0.83 | $0.75 |
Shares used in determining basic earnings per share (Note 6) (in shares) | 90.3 | 90.4 |
Diluted earnings per share attributable to Penske Automotive Group common stockholders: | ||
Continuing operations (in dollars per share) | $0.85 | $0.74 |
Discontinued operations (in dollars per share) | ($0.01) | $0 |
Net income attributable to Penske Automotive Group common stockholders (in dollars per share) | $0.83 | $0.75 |
Shares used in determining diluted earnings per share (Note 6) (in shares) | 90.3 | 90.5 |
Amounts attributable to Penske Automotive Group common stockholders: | ||
Income from continuing operations | 77.1 | 67.6 |
Less: Income attributable to non-controlling interests | 0.7 | 0.4 |
Income from continuing operations, net of tax | 76.4 | 67.2 |
Income (loss) from discontinued operations, net of tax | -1.2 | 0.3 |
Net income attributable to Penske Automotive Group common stockholders | 75.2 | 67.5 |
Retail Automotive Dealership | ||
Revenue: | ||
Total revenues | 4,175 | 3,919.20 |
Cost of sales: | ||
Total cost of sales | 3,546.90 | 3,321.50 |
Retail Commercial Truck Dealership | ||
Revenue: | ||
Total revenues | 192.7 | |
Cost of sales: | ||
Total cost of sales | 159.9 | |
Commercial Vehicle Distribution And Other | ||
Revenue: | ||
Total revenues | 103.4 | 96 |
Cost of sales: | ||
Total cost of sales | $75.60 | $79.70 |
CONSOLIDATED_CONDENSED_STATEME1
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net Income | $75.90 | $67.90 |
Other comprehensive income: | ||
Foreign currency translation adjustment | -52.8 | 9.3 |
Unrealized gain (loss) on interest rate swaps: | ||
Unrealized gain (loss) arising during the period, net of tax benefits | -0.2 | |
Reclassification adjustment for loss included in floor plan interest expense, net of tax provision of $0.7 | 1.1 | |
Unrealized gain (loss) on interest rate swaps, net of tax | 0.9 | |
Other adjustments to comprehensive income, net | -2.3 | -4 |
Other comprehensive income (loss), net of taxes | -55.1 | 6.2 |
Comprehensive income | 20.8 | 74.1 |
Less: Comprehensive income attributable to non-controlling interests | 0.1 | 0.2 |
Comprehensive income attributable to Penske Automotive Group common stockholders | $20.70 | $73.90 |
CONSOLIDATED_CONDENSED_STATEME2
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME | |
Reclassification adjustment for loss included in floor plan interest expense, tax provision | $0.70 |
CONSOLIDATED_CONDENSED_STATEME3
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating Activities: | ||
Net income | $75.90 | $67.90 |
Adjustments to reconcile net income to net cash from continuing operating activities: | ||
Depreciation | 18.6 | 16.1 |
Earnings of equity method investments | -6.7 | -5.1 |
(Income) loss from discontinued operations, net of tax | 1.2 | -0.3 |
Deferred income taxes | -22.6 | -0.1 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -45.1 | -75.8 |
Inventories | -19.7 | -0.8 |
Floor plan notes payable | 103.2 | 36.9 |
Accounts payable and accrued expenses | 67.9 | 84.6 |
Other | 20.9 | 9.1 |
Net cash provided by continuing operating activities | 193.6 | 132.5 |
Investing Activities: | ||
Purchase of equipment and improvements | -33.6 | -39.8 |
Acquisitions net, including repayment of sellers' floor plan notes payable of $41.2 and $22.4, respectively | -86.4 | -81.8 |
Net cash used in continuing investing activities | -120 | -121.6 |
Financing Activities: | ||
Proceeds from borrowings under U.S. credit agreement revolving credit line | 398.9 | 323 |
Repayments under U.S. credit agreement revolving credit line | -398.9 | -313 |
Repayment of U.S. commercial truck capital loan | -60.5 | |
Net repayments of other long-term debt | -78.8 | -36.3 |
Net borrowings of floor plan notes payable - non-trade | 101 | 6.8 |
Payment of deferred financing fees | -1.2 | |
Repurchases of common stock | -14 | |
Dividends | -19.9 | -16.2 |
Net cash used in continuing financing activities | -73.4 | -35.7 |
Discontinued operations: | ||
Net cash provided by (used in) discontinued operating activities | 13.6 | -17.8 |
Net cash provided by discontinued investing activities | 105.4 | 33.6 |
Net cash (used in) provided by discontinued financing activities | -85.6 | 13.8 |
Net cash provided by discontinued operations | 33.4 | 29.6 |
Effect of exchange rate changes on cash and cash equivalents | -3.1 | |
Net change in cash and cash equivalents | 30.5 | 4.8 |
Cash and cash equivalents, beginning of period | 36.3 | 50.3 |
Cash and cash equivalents, end of period | 66.8 | 55.1 |
Cash paid for: | ||
Interest | 13.6 | 17.6 |
Income taxes | $13.30 | $9.20 |
CONSOLIDATED_CONDENSED_STATEME4
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 3 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS | ||
Repayment of Sellers' Floor Plan Notes Payable Dealership Acquisitions | $41.20 | $22.40 |
CONSOLIDATED_CONDENSED_STATEME5
CONSOLIDATED CONDENSED STATEMENT OF EQUITY (USD $) | Total Penske Automotive Group Stockholders' Equity | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interest | Total |
In Millions, except Share data, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |
Balance at Dec. 31, 2014 | $1,652.80 | $690.70 | $1,015.40 | ($53.30) | $28.40 | $1,681.20 | |
Balance (in shares) at Dec. 31, 2014 | 90,244,840 | ||||||
Increase (decrease) in stockholders' equity | |||||||
Equity compensation | 3.6 | 3.6 | 3.6 | ||||
Equity compensation (in shares) | 280,567 | ||||||
Repurchase of common stock | -14 | -14 | -14 | ||||
Repurchase of common stock (in shares) | -283,000 | ||||||
Dividends | -19.9 | -19.9 | -19.9 | ||||
Distributions to non-controlling interests | -0.3 | -0.3 | |||||
Foreign currency translation | -52.2 | -52.2 | -0.6 | -52.8 | |||
Other | -2.3 | -2.3 | -2.3 | ||||
Net income | 75.2 | 75.2 | 0.7 | 75.9 | |||
Balance at Mar. 31, 2015 | $1,643.20 | $680.30 | $1,070.70 | ($107.80) | $28.20 | $1,671.40 | |
Balance (in shares) at Mar. 31, 2015 | 90,242,407 |
Interim_Financial_Statements
Interim Financial Statements | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Interim Financial Statements. | ||||||||||||||
Interim Financial Statements | ||||||||||||||
1. Interim Financial Statements | ||||||||||||||
Business Overview | ||||||||||||||
Unless the context otherwise requires, the use of the terms “PAG,” “we,” “us,” and “our” in these Notes to the Consolidated Condensed Financial Statements refers to Penske Automotive Group, Inc. and its consolidated subsidiaries. | ||||||||||||||
We are an international transportation services company that operates automotive and commercial truck 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. | ||||||||||||||
Retail Automotive Dealership. We believe we are the second largest automotive retailer headquartered in the U.S. as measured by the $16.6 billion in total retail automotive dealership revenue we generated in 2014. As of March 31, 2015, we operated 328 automotive retail franchises, of which 180 franchises are located in the U.S. and 148 franchises are located outside of the U.S. The franchises outside the U.S. are located primarily in the U.K. In the three months ended March 31, 2015, we retailed and wholesaled more than 122,000 vehicles. We are diversified geographically, with 60% of our total retail automotive dealership revenues in the three months ended March 31, 2015 generated in the U.S. and Puerto Rico and 40% generated outside the U.S. We offer over 40 vehicle brands, with 72% of our retail automotive dealership revenue in the three months ended March 31, 2015 generated from premium brands, such as Audi, BMW, Mercedes-Benz and Porsche. Each of our dealerships offer 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 third-party finance and insurance products, third-party extended service and maintenance contracts and replacement and aftermarket automotive products. We operate these dealerships under franchise agreements with a number of automotive manufacturers and distributors which are subject to certain rights and restrictions typical of the industry. | ||||||||||||||
During the three months ended March 31, 2015, we acquired one U.S. retail automotive franchise, Land Rover Darien, in Connecticut which complements our existing franchises in Danbury, Fairfield and Greenwich, Connecticut. | ||||||||||||||
Retail Commercial Truck Dealership. In November 2014, we acquired a controlling interest (91%) in a heavy and medium duty truck dealership group located in Texas, Oklahoma and New Mexico, which we have renamed Penske Commercial Vehicles US (“PCV US”). Prior to this transaction, we held a 32% interest in PCV US and accounted for this investment under the equity method. PCV US operates sixteen locations, including ten full-service dealerships offering principally Freightliner, Western Star, and Sprinter-branded trucks. Two of these locations, Freightliner of Chattanooga and Freightliner of Knoxville, were acquired in February 2015. PCV US also offers a full range of used trucks available for sale as well as service and parts departments, many of which are open 24 hours a day, seven days a week. | ||||||||||||||
Commercial Vehicle Distribution. Since August 2013, we have been the exclusive importer and distributor of Western Star heavy duty trucks (a Daimler brand), MAN heavy and medium duty trucks and buses (a VW Group brand), and Dennis Eagle refuse collection vehicles, together with associated parts across Australia, New Zealand and portions of the Pacific. The business, known as Penske Commercial Vehicles Australia, distributes commercial vehicles and parts to a network of more than 70 dealership locations, including three company-owned retail commercial vehicle dealerships. | ||||||||||||||
In October 2014, we acquired MTU Detroit Diesel Australia Pty Ltd., a leading distributor of diesel and gas engines and power systems, representing MTU, Detroit Diesel, Mercedes-Benz Industrial, Allison Transmission and MTU Onsite Energy. We have renamed this business Penske Power Systems. Penske Power Systems offers products across the on- and off-highway markets in Australia, New Zealand and the Pacific and supports full parts and aftersales service through a network of branches, field locations and independent dealers across the region. The on-highway portion of this business complements our existing Penske Commercial Vehicles Australia distribution business. | ||||||||||||||
Penske Truck Leasing. We hold a 9.0% limited partnership interest in Penske Truck Leasing Co., L.P. (‘‘PTL’’), a leading provider of transportation and supply chain services. | ||||||||||||||
Basis of Presentation | ||||||||||||||
The following unaudited consolidated condensed financial statements of PAG have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in our annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the SEC rules and regulations. The information presented as of March 31, 2015 and for the three month periods ended March 31, 2015 and 2014 is unaudited, but includes all adjustments which our management believes to be necessary for the fair presentation of results for the periods presented. We have changed the presentation of revenue and cost of sales within the Consolidated Condensed Statements of Income to reflect the addition of the retail commercial truck dealership business for the current and comparative periods presented. We have also identified the retail commercial truck dealership business as a new reportable segment and have retroactively presented the segment data for all periods presented within the segment information footnote. Additionally, the consolidated condensed financial statements for the prior periods have been revised for entities that have been treated as discontinued operations, and results for interim periods are not necessarily indicative of results to be expected for the year. These consolidated condensed financial statements should be read in conjunction with our audited financial statements for the year ended December 31, 2014, which are included as part of our Annual Report on Form 10-K. | ||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||
In April 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) — Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU No. 2014-08 changes the requirements for reporting discontinued operations to only allow presentation of a disposal of an entity or component of an entity as a discontinued operation if it represents a strategic shift that has (or will have) a major effect on an entity’s operations or financial results. We adopted this accounting standard update effective January 1, 2015. See “Assets Held for Sale and Discontinued Operations” below for additional discussion. | ||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” This ASU supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. ASU No. 2014-09 will require an entity to recognize revenue when it transfers promised goods or services to customers using a five-step model that requires entities to exercise judgment when considering the terms of the contracts. This ASU can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. In April 2015, the FASB proposed a one-year deferral of the effective date from January 1, 2017 to January 1, 2018 but would allow for early adoption as of January 1, 2017. We are currently assessing the impact the adoption of this update will have on our consolidated financial position, results of operations, and cash flows. | ||||||||||||||
In April 2015, the FASB issued ASU No. 2015-03, “Interest — Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This ASU is effective for us beginning after January 1, 2016. We are currently assessing the impact the adoption of this update will have on our consolidated financial position, results of operations, and cash flows. | ||||||||||||||
Assets Held for Sale and Discontinued Operations | ||||||||||||||
We classify an entity as held for sale in the period in which all of the following criteria are met: | ||||||||||||||
· | management, having the authority to approve the action, commits to a plan to sell the entity; | |||||||||||||
· | the entity is available for immediate sale in its present condition; | |||||||||||||
· | an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; | |||||||||||||
· | the sale is probable and transfer is expected to be completed within one year; | |||||||||||||
· | the entity is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and | |||||||||||||
· | actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. | |||||||||||||
As discussed previously, in April 2014, the FASB issued ASU No. 2014-08 that changes the definition of a discontinued operation to include only those disposals of components of an entity or components of an entity that are classified as held for sale that represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. We adopted this accounting standard update effective January 1, 2015. | ||||||||||||||
Prior to the adoption of ASU No. 2014-08, we accounted for dispositions as discontinued operations when it was evident that the operations and cash flows of an entity being disposed of would be eliminated from ongoing operations and we would not have any significant continuing involvement in its operations. The results of operations for those entities that were classified as discontinued operations prior to adoption of ASU No. 2014-08 are included in Income (loss) from discontinued operations in the accompanying Consolidated Condensed Statements of Income for all periods presented and will continue to be reported within discontinued operations in the future. Beginning with disposals or entities classified as held for sale subsequent to January 1, 2015, only those that represent a strategic shift that has, or will have, a major impact on our operations and financial results will be included in discontinued operations. | ||||||||||||||
We had no entities newly classified as held for sale during the three months ended March 31, 2015. As such, the combined financial information presented below represents only retail automotive dealerships and our car rental business that were classified as discontinued operations prior to adoption of ASU No. 2014-08: | ||||||||||||||
Three Months Ended March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
Revenues | $ | 40.3 | $ | 79.4 | ||||||||||
Pre-tax income (loss) | $ | (4.1 | ) | $ | (10.0 | ) | ||||||||
Pre-tax gain on disposal | $ | 2.3 | $ | 14.8 | ||||||||||
March 31, | December 31, | |||||||||||||
2015 | 2014 | |||||||||||||
Inventories | $ | 33.6 | $ | 34.7 | ||||||||||
Other assets | 28.6 | 151.4 | ||||||||||||
Total assets | $ | 62.2 | $ | 186.1 | ||||||||||
Floor plan notes payable (including non-trade) | $ | 29.0 | $ | 27.9 | ||||||||||
Other liabilities | 14.3 | 104.8 | ||||||||||||
Total liabilities | $ | 43.3 | $ | 132.7 | ||||||||||
Divestitures | ||||||||||||||
In February 2015, we divested our car rental business which included Hertz car rental franchises in the Memphis, Tennessee market and certain markets throughout Indiana. We received proceeds of $17.8 million from the sale excluding sales of car rental vehicles. The results of operations of our car rental business are included in discontinued operations for the three months ended March 31, 2015 and 2014. | ||||||||||||||
Estimates | ||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accounts requiring the use of significant estimates include accounts receivable, inventories, income taxes, intangible assets and certain reserves. | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value: | ||||||||||||||
Level 1 | Quoted prices in active markets for identical assets or liabilities | |||||||||||||
Level 2 | Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities | |||||||||||||
Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities | |||||||||||||
Our financial instruments consist of cash and cash equivalents, debt, floor plan notes payable, forward exchange contracts and interest rate swaps used to hedge future cash flows. Other than our fixed rate debt, the carrying amount of all significant financial instruments approximates fair value due either to length of maturity, the existence of variable interest rates that approximate prevailing market rates, or as a result of mark to market accounting. | ||||||||||||||
Our fixed rate debt consists of amounts outstanding under our senior subordinated notes and mortgage facilities. We estimate the fair value of our senior unsecured notes using quoted prices for the identical liability (Level 2), and we estimate the fair value of our mortgage facilities using a present value technique based on our current market interest rates for similar types of financial instruments (Level 2). A summary of the carrying values and fair values of our 5.75% senior subordinated notes, 5.375% senior subordinated notes and our fixed rate mortgage facilities are as follows: | ||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||
5.75% senior subordinated notes due 2022 | $ | 550.0 | $ | 580.3 | $ | 550.0 | $ | 558.4 | ||||||
5.375% senior subordinated notes due 2024 | 300.0 | 309.8 | 300.0 | 306.0 | ||||||||||
Mortgage facilities | 170.5 | 173.7 | 169.7 | 171.6 | ||||||||||
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventories | ||||||||
Inventories | ||||||||
2. Inventories | ||||||||
Inventories consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Retail automotive new vehicles | $ | 1,814.3 | $ | 1,792.5 | ||||
Retail automotive used vehicles | 670.2 | 639.9 | ||||||
Retail automotive parts, accessories and other | 101.7 | 103.5 | ||||||
Commercial truck dealership vehicles and parts | 119.5 | 85.5 | ||||||
Commercial vehicle distribution vehicles and parts | 180.0 | 197.8 | ||||||
Total inventories | $ | 2,885.7 | $ | 2,819.2 | ||||
We receive credits from certain vehicle manufacturers that reduce cost of sales when the vehicles are sold. Such credits amounted to $9.1 million and $8.8 million during the three months ended March 31, 2015 and 2014, respectively. | ||||||||
Business_Combinations
Business Combinations | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Business Combinations | ||||||||
Business Combinations | ||||||||
3. Business Combinations | ||||||||
We acquired one retail automotive franchise and two retail commercial truck dealerships during the three months ended March 31, 2015. During the three months ended March 31, 2014, we acquired one retail automotive franchise as well as made an additional investment in an entity previously accounted under the equity method. Our financial statements include the results of operations of the acquired entities from the date of acquisition. The fair value of the assets acquired and liabilities assumed have been recorded in our consolidated condensed financial statements, and may be subject to adjustment pending completion of final valuation. A summary of the aggregate consideration paid and the aggregate amounts of the assets acquired and liabilities assumed for the three months ended March 31, 2015 and 2014 follows: | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Accounts receivable | $ | — | $ | 0.7 | ||||
Inventory | 46.8 | 27.2 | ||||||
Other current assets | 0.2 | 1.1 | ||||||
Property and equipment | 4.4 | 3.8 | ||||||
Indefinite-lived intangibles | 38.8 | 54.5 | ||||||
Current liabilities | (1.2 | ) | (2.0 | ) | ||||
Non-current liabilities | — | (2.2 | ) | |||||
Total consideration | 89 | 83.1 | ||||||
Seller financed/assumed debt | (2.6 | ) | (1.3 | ) | ||||
Total cash used in acquisitions | $ | 86.4 | $ | 81.8 | ||||
The following unaudited consolidated pro forma results of operations of PAG for the three months ended March 31, 2015 and 2014 give effect to acquisitions consummated during 2015 and 2014 as if they had occurred effective at the beginning of the periods: | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Revenues | $ | 4,497.8 | $ | 4,345.8 | ||||
Income from continuing operations | 76.8 | 69.4 | ||||||
Net income | 75.6 | 69.7 | ||||||
Income from continuing operations per diluted common share | $ | 0.85 | $ | 0.77 | ||||
Net income per diluted common share | $ | 0.84 | $ | 0.77 | ||||
Intangible_Assets
Intangible Assets | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Intangible Assets | ||||||||
Intangible Assets | ||||||||
4. Intangible Assets | ||||||||
Following is a summary of the changes in the carrying amount of goodwill and other indefinite-lived intangible assets during the three months ended March 31, 2015: | ||||||||
Goodwill | Other Indefinite-Lived Intangible | |||||||
Assets | ||||||||
Balance, January 1, 2015 | $ | 1,266.30 | $ | 386.2 | ||||
Additions | 30.6 | 8.2 | ||||||
Foreign currency translation | (25.8 | ) | (7.8 | ) | ||||
Balance, March 31, 2015 | $ | 1,271.10 | $ | 386.6 | ||||
The additions during the three months ended March 31, 2015 were within our Retail Automotive and Retail Commercial Truck reportable segments. As of March 31, 2015, the goodwill balance within our Retail Automotive, Retail Commercial Truck, and Other reportable segments was $1,040.9 million, $147.3 million and $82.9 million, respectively. | ||||||||
Vehicle_Financing
Vehicle Financing | 3 Months Ended |
Mar. 31, 2015 | |
Vehicle Financing | |
Vehicle Financing | |
5. Vehicle Financing | |
We finance substantially all of the commercial vehicles we purchase for distribution, new vehicles for retail sale and a portion of our used vehicle inventories for retail sale under floor plan and other revolving arrangements with various lenders, including the captive finance companies associated with automotive manufacturers. In the U.S., the floor plan arrangements are due on demand; however, we have not historically been required to repay floor plan advances prior to the sale of the vehicles that have been financed. We typically make monthly interest payments on the amount financed. Outside of the U.S., substantially all of the floor plan arrangements are payable on demand or have an original maturity of 90 days or less, and we are generally required to repay floor plan advances at the earlier of the sale of the vehicles that have been financed or the stated maturity. | |
The agreements typically grant a security interest in substantially all of the assets of our dealership and distribution subsidiaries, and in the U.S., Australia and New Zealand are guaranteed or partially guaranteed by us. Interest rates under the arrangements are variable and increase or decrease based on changes in the prime rate, defined London Interbank Offered Rate (‘‘LIBOR’’), the Finance House Bank Rate, the Euro Interbank Offered Rate, or the Australian or New Zealand Bank Bill Swap Rate (‘‘BBSW’’). To date, we have not experienced any material limitation with respect to the amount or availability of financing from any institution providing us vehicle financing. We also receive non-refundable credits from certain of our vehicle manufacturers, which are treated as a reduction of cost of sales as vehicles are sold. | |
The weighted average interest rate on floor plan borrowings was 1.4% for the three months ended March 31, 2015 and 1.7% for the three months ended March 31, 2014, including for 2014 the effect of the interest rate swap discussed in Note 8. We classify floor plan notes payable to a party other than the manufacturer of a particular new vehicle, and all floor plan notes payable relating to pre-owned vehicles, as floor plan notes payable—non-trade on our consolidated balance sheets and classify related cash flows as a financing activity on our consolidated statements of cash flows. | |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Earnings Per Share | ||||||
Earnings Per Share | ||||||
6. Earnings Per Share | ||||||
Basic earnings per share is computed using net income attributable to Penske Automotive Group common stockholders and the number of weighted average shares of voting common stock outstanding, including outstanding unvested equity awards which contain rights to non-forfeitable dividends. Diluted earnings per share is computed using net income attributable to Penske Automotive Group common stockholders and the number of weighted average shares of voting common stock outstanding, adjusted for any dilutive effects. A reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the three months ended March 31, 2015 and 2014 follows: | ||||||
Three Months Ended | ||||||
March 31, | ||||||
2015 | 2014 | |||||
Weighted average number of common shares outstanding | 90,252,488 | 90,437,732 | ||||
Effect of non-participatory equity compensation | 36,000 | 36,000 | ||||
Weighted average number of common shares outstanding, including effect of dilutive securities | 90,288,488 | 90,473,732 | ||||
LongTerm_Debt
Long-Term Debt | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Long-Term Debt | ||||||||
Long-Term Debt | ||||||||
7. Long-Term Debt | ||||||||
Long-term debt consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
U.S. credit agreement — revolving credit line | $ | — | $ | — | ||||
U.S. credit agreement — term loan | 88 | 88 | ||||||
U.K. credit agreement — revolving credit line | 54.8 | 121.5 | ||||||
U.K. credit agreement — term loan | 15.6 | 18.7 | ||||||
U.K. credit agreement — overdraft line of credit | — | 5.7 | ||||||
5.375% senior subordinated notes due 2024 | 300 | 300 | ||||||
5.75% senior subordinated notes due 2022 | 550 | 550 | ||||||
U.S. commercial truck capital loan | — | 60.5 | ||||||
Australia working capital loan | — | — | ||||||
Mortgage facilities | 170.5 | 169.7 | ||||||
Other | 29.7 | 38.5 | ||||||
Total long-term debt | 1,208.60 | 1,352.60 | ||||||
Less: current portion | (34.5 | ) | (36.6 | ) | ||||
Net long-term debt | $ | 1,174.10 | $ | 1,316.00 | ||||
U.S. Credit Agreement | ||||||||
On May 1, 2015, we amended and restated our U.S. credit agreement (the “U.S. credit agreement”) with Mercedes-Benz Financial Services USA LLC and Toyota Motor Credit Corporation, principally to increase the revolving borrowing capacity from $450.0 million to $700.0 million, to extend the term through September of 2018, and to eliminate the term loan. The amounts previously owing under the term loan have been repaid using the expanded revolving capacity. | ||||||||
As amended, the U.S. credit agreement provides for up to $700.0 million in revolving loans for working capital, acquisitions, capital expenditures, investments and other general corporate purposes, which includes $250.0 million in revolving loans solely for future U.S. acquisitions. The loans mature on the termination date of the facility which is September 30, 2018. The revolving loans bear interest at LIBOR plus 2.00%, subject to an incremental 1.50% for uncollateralized borrowings in excess of a defined borrowing base. | ||||||||
The U.S. credit agreement is fully and unconditionally guaranteed on a joint and several basis by substantially all of our U.S. subsidiaries and contains a number of significant covenants that, among other things, restrict our ability to dispose of assets, incur additional indebtedness, repay other indebtedness, pay dividends, create liens on assets, make investments or acquisitions and engage in mergers or consolidations. We are also required to comply with specified financial and other tests and ratios, each as defined in the U.S. credit agreement including: a ratio of current assets to current liabilities, a fixed charge coverage ratio, a ratio of debt to stockholders’ equity and a ratio of debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”). A breach of these requirements would give rise to certain remedies under the agreement, the most severe of which is the termination of the agreement and acceleration of the amounts owed. | ||||||||
The U.S. credit agreement also contains typical events of default, including change of control, non-payment of obligations and cross-defaults to our other material indebtedness. Substantially all of our U.S. assets are subject to security interests granted to the lenders under the U.S. credit agreement. As of March 31, 2015, we had $88.0 million outstanding under our prior term loan and no outstanding revolver borrowings under the U.S. credit agreement. | ||||||||
U.K. Credit Agreement | ||||||||
Our subsidiaries in the U.K. (the “U.K. subsidiaries”) are party to a revolving credit agreement with the Royal Bank of Scotland plc (RBS) and BMW Financial Services (GB) Limited, and an additional demand overdraft line of credit with RBS (collectively, the “U.K. credit agreement”) to be used for working capital, acquisitions, capital expenditures, investments and general corporate purposes. In April 2015, we amended the U.K. credit agreement principally to increase the revolving borrowing capacity from £100.0 million to £150.0 million. The loans mature on the termination date of the facility, which is December 19, 2019. The revolving loans bear interest between defined LIBOR plus 1.35% and defined LIBOR plus 3.0% and the demand overdraft line of credit bears interest at the Bank of England Base Rate plus 1.75%. As of March 31, 2015, outstanding loans under the U.K. credit agreement amounted to £37.0 million ($54.8 million). | ||||||||
The U.K. Credit Agreement is fully and unconditionally guaranteed on a joint and several basis by our U.K. subsidiaries, and contains a number of significant covenants that, among other things, restrict the ability of our U.K. subsidiaries to pay dividends, dispose of assets, incur additional indebtedness, repay other indebtedness, create liens on assets, make investments or acquisitions and engage in mergers or consolidations. In addition, our U.K. subsidiaries are required to comply with defined ratios and tests, including: a ratio of earnings before interest, taxes, amortization, and rental payments (“EBITAR”) to interest plus rental payments, a measurement of maximum capital expenditures, and a debt to EBITDA ratio. A breach of these requirements would give rise to certain remedies under the agreement, the most severe of which is the termination of the agreement and acceleration of any amounts owed. | ||||||||
The U.K. credit agreement also contains typical events of default, including change of control and non-payment of obligations and cross-defaults to other material indebtedness of our U.K. subsidiaries. Substantially all of our U.K. subsidiaries’ assets are subject to security interests granted to the lenders under the U.K. credit agreement. | ||||||||
In 2012, our U.K. subsidiaries entered into a separate agreement with RBS, as agent for National Westminster Bank plc, providing for a £30.0 million term loan which was used for working capital and an acquisition. The term loan is repayable in £1.5 million quarterly installments through 2015 with a final payment of £7.5 million due December 31, 2015. The term loan bears interest between 2.675% and 4.325%, depending on the U.K. subsidiaries’ ratio of net borrowings to earnings before interest, taxes, depreciation and amortization (as defined). As of March 31, 2015, the amount outstanding under the U.K. term loan was £10.5 million ($15.6 million). | ||||||||
5.375% Senior Subordinated Notes | ||||||||
In November 2014, we issued $300.0 million in aggregate principal amount of 5.375% Senior Subordinated Notes due 2024 (the “5.375% Notes”). Interest on the 5.375% Notes is payable semi-annually on June 1 and December 1 of each year. The 5.375% Notes mature on December 1, 2024, unless earlier redeemed or purchased by us. The 5.375% Notes are unsecured senior subordinated obligations and are guaranteed on an unsecured senior subordinated basis by our existing 100% owned U.S. subsidiaries. The 5.375% Notes also contain customary negative covenants and events of default. | ||||||||
On or after December 1, 2019, we may redeem the 5.375% Notes for cash at the redemption prices noted in the indenture, plus any accrued and unpaid interest. We may also redeem up to 40% of the 5.375% Notes using the proceeds of specified equity offerings at any time prior to December 1, 2017 at a price specified in the indenture. If we experience certain “change of control” events specified in the indenture, holders of the 5.375% Notes will have the option to require us to purchase for cash all or a portion of their notes at a price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest. In addition, if we make certain asset sales and do not reinvest the proceeds thereof or use such proceeds to repay certain debt, we will be required to use the proceeds of such asset sales to make an offer to purchase the notes at a price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest. | ||||||||
5.75% Senior Subordinated Notes | ||||||||
In August 2012, we issued $550.0 million in aggregate principal amount of 5.75% Senior Subordinated Notes due 2022 (the “5.75% Notes”). Interest on the 5.75% Notes is payable semi-annually on April 1 and October 1 of each year. The 5.75% Notes mature on October 1, 2022, unless earlier redeemed or purchased by us. The 5.75% Notes are our unsecured senior subordinated obligations and are guaranteed on an unsecured senior subordinated basis by our existing 100% owned U.S. subsidiaries. The 5.75% Notes also contain customary negative covenants and events of default. | ||||||||
On or after October 1, 2017, we may redeem the 5.75% Notes for cash at the redemption prices noted in the indenture, plus any accrued and unpaid interest. We may also redeem up to 40% of the 5.75% Notes using the proceeds of specified equity offerings at any time prior to October 1, 2015 at a price specified in the indenture. If we experience certain “change of control” events specified in the indenture, holders of the 5.75% Notes will have the option to require us to purchase for cash all or a portion of their notes at a price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest. In addition, if we make certain asset sales and do not reinvest the proceeds thereof or use such proceeds to repay certain debt, we will be required to use the proceeds of such asset sales to make an offer to purchase the notes at a price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest. | ||||||||
U.S. Commercial Truck Capital Loan | ||||||||
The principal source of working capital of our PCV US business was a working capital loan agreement with Mercedes-Benz Financial Services USA LLC with an amount outstanding of $60.5 million as of December 31, 2014. In February 2015, we repaid the outstanding principal balance using our U.S. revolving credit facility. | ||||||||
Australia Working Capital Loan Agreement | ||||||||
In December 2013, we entered into a working capital loan agreement with Mercedes-Benz Financial Services Australia Pty Ltd that provides us with up to AU $28.0 million ($21.3 million) of working capital availability. This agreement provides the lender with a secured interest in certain inventory and receivables of our commercial vehicle distribution business. The loan bears interest at the Australian BBSW 30-day Bill Rate plus 2.35%. As of March 31, 2015, no loans were outstanding under the working capital loan agreement. | ||||||||
Mortgage Facilities | ||||||||
We are party to several mortgages which bear interest at defined rates and require monthly principal and interest payments. These mortgage facilities also contain typical events of default, including non-payment of obligations, cross-defaults to our other material indebtedness, certain change of control events, and the loss or sale of certain franchises operated at the properties. Substantially all of the buildings and improvements on the properties financed pursuant to the mortgage facilities are subject to security interests granted to the lender. As of March 31, 2015, we owed $170.5 million of principal under our mortgage facilities. | ||||||||
Derivatives_and_Hedging
Derivatives and Hedging | 3 Months Ended |
Mar. 31, 2015 | |
Derivatives and Hedging | |
Derivatives and Hedging | |
8. Derivatives and Hedging | |
Our commercial vehicle distribution business sells vehicles, engines, parts and other products purchased from manufacturers in the U.S., Germany, and the U.K. In order to protect against exchange rate movements, we enter into foreign exchange forward contracts against anticipated cash flows. The contracts are timed to mature when major shipments are scheduled to arrive in Australia and when receipt of payment from customers is expected. We classify our foreign exchange forward contracts as cash flow hedges and state them at fair value. We used Level 2 inputs to estimate the fair value of the foreign exchange forward contracts. The fair value of the contracts designated as hedging instruments was estimated to be an asset of $1.5 million and $1.1 million as of March 31, 2015 and December 31, 2014, respectively. | |
We previously were party to interest rate swap agreements through December 2014 pursuant to which the LIBOR portion of $300.0 million of our floating rate floor plan debt was fixed at a rate of 2.135% and $100.0 million of our floating rate floor plan debt was fixed at a rate of 1.55%. During the three months ended March 31, 2014, the swaps increased the weighted average interest rate on our floor plan borrowings by approximately 28 basis points. We are not party to any interest rate swap agreements as of March 31, 2015. | |
Commitments_and_Contingent_Lia
Commitments and Contingent Liabilities | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingent Liabilities | |
Commitments and Contingent Liabilities | |
9. Commitments and Contingent Liabilities | |
We are involved in litigation which may relate to claims brought by governmental authorities, issues with customers, and employment related matters, including class action claims and purported class action claims. As of March 31, 2015, we were not party to any legal proceedings, including class action lawsuits that, individually or in the aggregate, are reasonably expected to have a material adverse effect on our results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on our results of operations, financial condition or cash flows. | |
We have historically structured our operations so as to minimize ownership of real property. As a result, we lease or sublease substantially all of our facilities. These leases are generally for a period between five and 20 years, and are typically structured to include renewal options at our election. Pursuant to the leases for some of our larger facilities, we are required to comply with specified financial ratios, including a “rent coverage” ratio and a debt to EBITDA ratio, each as defined. For these leases, non-compliance with the ratios may require us to post collateral in the form of a letter of credit. A breach of the other lease covenants gives rise to certain remedies by the landlord, the most severe of which include the termination of the applicable lease and acceleration of the total rent payments due under the lease. | |
We have sold a number of dealerships to third parties and, as a condition to certain of those sales, remain liable for the lease payments relating to the properties on which those businesses operate in the event of non-payment by the buyer. We are also party to lease agreements on properties that we no longer use in our retail operations that we have sublet to third parties. We rely on subtenants to pay the rent and maintain the property at these locations. In the event the subtenant does not perform as expected, we may not be able to recover amounts owed to us and we could be required to fulfill these obligations. | |
We hold a 9.0% ownership interest in PTL. Historically, General Electric Capital Corporation (“GECC”) provided PTL with a majority of its financing though PTL has refinanced all of its GECC indebtedness. As part of that refinancing, we and the other PTL partners created a new company (“Holdings”), which, together with GECC, co-issued $700.0 million of 3.8% senior unsecured notes due 2019 (the “Holdings Bonds”). GECC agreed to be a co-obligor of the Holdings Bonds in order to achieve lower interest rates on the Holdings Bonds. Additional capital contributions from the members may be required to fund interest and principal payments on the Holdings Bonds to the extent Holdings is unable to pay those amounts. We have agreed to indemnify GECC for 9.0% of any principal or interest that GECC is required to pay on these bonds and pay GECC an annual fee of approximately $0.95 million for acting as obligor. The maximum amount of our obligations to GECC under this agreement is 9.0% of the required principal repayment due in 2019 (which is expected to be $63.1 million) and 9.0% of interest payments under the Holdings Bonds, plus fees and default interest, if any. | |
In March 2015, Mitsui & Co. purchased a 20% ownership interest in PTL from GECC. PTL is currently owned 41.1% by Penske Corporation, 9.0% by us, 29.9% by GECC and 20.0% by Mitsui & Co. | |
Our floor plan credit agreement with Mercedes Benz Financial Services Australia (“MBA”) provides us revolving loans for the acquisition of commercial vehicles for distribution to our retail network. This facility includes a limited parent guarantee and a commitment to repurchase dealer vehicles in the event the dealer’s floor plan agreement with MBA is terminated. | |
We have $22.9 million of letters of credit outstanding as of March 31, 2015, and have posted $14.3 million of surety bonds in the ordinary course of business. | |
Equity
Equity | 3 Months Ended |
Mar. 31, 2015 | |
Equity | |
Equity | |
10. Equity | |
During the three months ended March 31, 2015, we repurchased 283,000 shares of our outstanding common stock for $14.0 million, or an average of $49.25 per share, under our securities repurchase program approved by our Board of Directors. As of March 31, 2015, our remaining authorization under the program was $136.0 million. | |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income/(Loss) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Accumulated Other Comprehensive Income/(Loss) | |||||||||||
Accumulated Other Comprehensive Income/(Loss) | |||||||||||
11. Accumulated Other Comprehensive Income/(Loss) | |||||||||||
Changes in accumulated other comprehensive income/(loss) by component and the reclassifications out of accumulated other comprehensive income/(loss) during the three months ended March 31, 2015 and 2014, respectively, attributable to Penske Automotive Group common stockholders follows: | |||||||||||
Three Months Ended March 31, 2015 | |||||||||||
Foreign | Other | Total | |||||||||
Currency | |||||||||||
Translation | |||||||||||
Balance at December 31, 2014 | $ | (51.7 | ) | $ | (1.6 | ) | $ | (53.3 | ) | ||
Other comprehensive income (loss) before reclassifications | (52.2 | ) | (2.3 | ) | (54.5 | ) | |||||
Amounts reclassified from accumulated other comprehensive income - net of tax | — | — | — | ||||||||
Net current-period other comprehensive income (loss) | (52.2 | ) | (2.3 | ) | (54.5 | ) | |||||
Balance at March 31, 2015 | $ | (103.9 | ) | $ | (3.9 | ) | $ | (107.8 | ) | ||
Three Months Ended March 31, 2014 | |||||||||||
Foreign | Other | Total | |||||||||
Currency | |||||||||||
Translation | |||||||||||
Balance at December 31, 2013 | $ | 11.4 | $ | 0.2 | $ | 11.6 | |||||
Other comprehensive income (loss) before reclassifications | 9.5 | (4.2 | ) | 5.3 | |||||||
Amounts reclassified from accumulated other comprehensive income - net of tax | — | 1.1 | 1.1 | ||||||||
Net current-period other comprehensive income (loss) | 9.5 | (3.1 | ) | 6.4 | |||||||
Balance at March 31, 2014 | $ | 20.9 | $ | (2.9 | ) | $ | 18 | ||||
Within the amounts reclassified from accumulated other comprehensive income during the three months ended March 31, 2014, amounts associated with Other relate to interest rate swaps and are included in floor plan interest expense. | |||||||||||
Segment_Information
Segment Information | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Segment Information | |||||||||||||||||
Segment Information | |||||||||||||||||
12. Segment Information | |||||||||||||||||
Our operations are organized by management into operating segments by line of business and geography. We have determined that we have three reportable segments as defined in generally accepted accounting principles for segment reporting: (i) Retail Automotive, consisting of retail automotive dealership operations, (ii) Retail Commercial Truck, consisting of our U.S. retail commercial truck dealership operations, and (iii) Other, consisting of our commercial vehicle distribution operations and our investments in non-automotive retail operations. The Retail Automotive reportable segment includes all automotive dealerships and all departments relevant to the operation of the dealerships and the retail automotive joint ventures. The individual dealership operations included in the Retail Automotive reportable segment have been grouped into four geographic operating segments: Eastern, Central, and Western United States and International. The geographic operating segments have been aggregated into one reportable segment as their operations (A) have similar economic characteristics (all are automotive dealerships having similar margins), (B) offer similar products and services (all sell new and used vehicles, service, parts and third-party finance and insurance products), (C) have similar target markets and customers (generally individuals) and (D) have similar distribution and marketing practices (all distribute products and services through dealership facilities that market to customers in similar fashions). Revenue and segment income for the three months ended March 31, 2015 and 2014 follows: | |||||||||||||||||
Three Months Ended March 31 | |||||||||||||||||
Retail | Retail | Other | Intersegment | Total | |||||||||||||
Automotive | Commercial | Elimination | |||||||||||||||
Truck | |||||||||||||||||
Revenues | |||||||||||||||||
2015 | $ | 4,175.00 | $ | 192.7 | $ | 103.7 | $ | (0.3 | ) | $ | 4,471.10 | ||||||
2014 | 3,919.20 | — | 96.7 | (0.7 | ) | 4,015.20 | |||||||||||
Segment income | |||||||||||||||||
2015 | $ | 103.1 | $ | 7.4 | $ | 5.4 | $ | — | $ | 115.9 | |||||||
2014 | 93.9 | 0.6 | 7.8 | — | 102.3 | ||||||||||||
Condensed_Consolidating_Financ
Condensed Consolidating Financial Information | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Condensed Consolidating Financial Information | |||||||||||||||||
Condensed Consolidating Financial Information | |||||||||||||||||
13. Condensed Consolidating Financial Information | |||||||||||||||||
The following tables include condensed consolidating financial information as of March 31, 2015 and December 31, 2014 and for the three month periods ended March 31, 2015 and 2014 for Penske Automotive Group, Inc. (as the issuer of the 5.75% and 5.375% Notes), guarantor subsidiaries and non-guarantor subsidiaries (primarily representing non-U.S. entities). Guarantor subsidiaries are directly or indirectly 100% owned by PAG, and the guarantees are full and unconditional, and joint and several. The guarantees may be released under certain circumstances upon resale, or transfer by us of the stock of the related guarantor or all or substantially all of the assets of the guarantor to a non-affiliate. | |||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||
March 31, 2015 | |||||||||||||||||
Total | Eliminations | Penske | Guarantor | Non-Guarantor | |||||||||||||
Company | Automotive | Subsidiaries | Subsidiaries | ||||||||||||||
Group | |||||||||||||||||
(In millions) | |||||||||||||||||
Cash and cash equivalents | $ | 66.8 | $ | — | $ | — | $ | — | $ | 66.8 | |||||||
Accounts receivable, net | 746.4 | (415.0 | ) | 415 | 364.2 | 382.2 | |||||||||||
Inventories | 2,885.70 | — | — | 1,488.40 | 1,397.30 | ||||||||||||
Other current assets | 106.7 | — | 5.3 | 27.4 | 74 | ||||||||||||
Assets held for sale | 62.2 | — | — | 28.2 | 34 | ||||||||||||
Total current assets | 3,867.80 | (415.0 | ) | 420.3 | 1,908.20 | 1,954.30 | |||||||||||
Property and equipment, net | 1,326.60 | — | 4.5 | 761.7 | 560.4 | ||||||||||||
Intangible assets | 1,657.70 | — | — | 834.2 | 823.5 | ||||||||||||
Equity method investments | 350.9 | — | 288.1 | — | 62.8 | ||||||||||||
Other long-term assets | 24.6 | (2,014.8 | ) | 2,031.40 | 2.4 | 5.6 | |||||||||||
Total assets | $ | 7,227.60 | $ | (2,429.8 | ) | $ | 2,744.30 | $ | 3,506.50 | $ | 3,406.60 | ||||||
Floor plan notes payable | $ | 1,915.80 | $ | — | $ | — | $ | 1,089.80 | $ | 826 | |||||||
Floor plan notes payable — non-trade | 1,021.50 | — | 131.8 | 389 | 500.7 | ||||||||||||
Accounts payable | 454.1 | — | 2.2 | 149.1 | 302.8 | ||||||||||||
Accrued expenses | 342.9 | (415.0 | ) | 0.9 | 162.9 | 594.1 | |||||||||||
Current portion of long-term debt | 34.5 | — | — | 6.9 | 27.6 | ||||||||||||
Liabilities held for sale | 43.3 | — | — | 17.8 | 25.5 | ||||||||||||
Total current liabilities | 3,812.10 | (415.0 | ) | 134.9 | 1,815.50 | 2,276.70 | |||||||||||
Long-term debt | 1,174.10 | (274.2 | ) | 938 | 112.6 | 397.7 | |||||||||||
Deferred tax liabilities | 385 | — | — | 362 | 23 | ||||||||||||
Other long-term liabilities | 185 | — | — | 67.5 | 117.5 | ||||||||||||
Total liabilities | 5,556.20 | (689.2 | ) | 1,072.90 | 2,357.60 | 2,814.90 | |||||||||||
Total equity | 1,671.40 | (1,740.6 | ) | 1,671.40 | 1,148.90 | 591.7 | |||||||||||
Total liabilities and equity | $ | 7,227.60 | $ | (2,429.8 | ) | $ | 2,744.30 | $ | 3,506.50 | $ | 3,406.60 | ||||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Total | Eliminations | Penske | Guarantor | Non-Guarantor | |||||||||||||
Company | Automotive | Subsidiaries | Subsidiaries | ||||||||||||||
Group | |||||||||||||||||
(In millions) | |||||||||||||||||
Cash and cash equivalents | $ | 36.3 | $ | — | $ | — | $ | — | $ | 36.3 | |||||||
Accounts receivable, net | 701.4 | (409.6 | ) | 409.6 | 392.6 | 308.8 | |||||||||||
Inventories | 2,819.20 | — | — | 1,481.50 | 1,337.70 | ||||||||||||
Other current assets | 124.7 | — | 4.5 | 58.3 | 61.9 | ||||||||||||
Assets held for sale | 186.1 | — | — | 150.4 | 35.7 | ||||||||||||
Total current assets | 3,867.70 | (409.6 | ) | 414.1 | 2,082.80 | 1,780.40 | |||||||||||
Property and equipment, net | 1,328.80 | — | 4.3 | 754.6 | 569.9 | ||||||||||||
Intangible assets | 1,652.50 | — | — | 818.4 | 834.1 | ||||||||||||
Equity method investments | 352.8 | — | 285.5 | — | 67.3 | ||||||||||||
Other long-term assets | 26.4 | (1,990.8 | ) | 2,005.00 | 4.4 | 7.8 | |||||||||||
Total assets | $ | 7,228.20 | $ | (2,400.4 | ) | $ | 2,708.90 | $ | 3,660.20 | $ | 3,259.50 | ||||||
Floor plan notes payable | $ | 1,812.60 | $ | — | $ | — | $ | 1,102.00 | $ | 710.6 | |||||||
Floor plan notes payable — non-trade | 920.5 | — | 86.8 | 398.1 | 435.6 | ||||||||||||
Accounts payable | 417.6 | — | 2.9 | 208.3 | 206.4 | ||||||||||||
Accrued expenses | 310.3 | (409.6 | ) | — | 123.3 | 596.6 | |||||||||||
Current portion of long-term debt | 36.6 | — | — | 4.6 | 32 | ||||||||||||
Liabilities held for sale | 132.7 | — | — | 105.9 | 26.8 | ||||||||||||
Total current liabilities | 3,630.30 | (409.6 | ) | 89.7 | 1,942.20 | 2,008.00 | |||||||||||
Long-term debt | 1,316.00 | (247.0 | ) | 938 | 116.1 | 508.9 | |||||||||||
Deferred tax liabilities | 409.9 | — | — | 385.6 | 24.3 | ||||||||||||
Other long-term liabilities | 190.8 | — | — | 66.9 | 123.9 | ||||||||||||
Total liabilities | 5,547.00 | (656.6 | ) | 1,027.70 | 2,510.80 | 2,665.10 | |||||||||||
Total equity | 1,681.20 | (1,743.8 | ) | 1,681.20 | 1,149.40 | 594.4 | |||||||||||
Total liabilities and equity | $ | 7,228.20 | $ | (2,400.4 | ) | $ | 2,708.90 | $ | 3,660.20 | $ | 3,259.50 | ||||||
CONDENSED CONSOLIDATING STATEMENT OF INCOME | |||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||
Total | Eliminations | Penske | Guarantor | Non-Guarantor | |||||||||||||
Company | Automotive | Subsidiaries | Subsidiaries | ||||||||||||||
Group | |||||||||||||||||
(In millions) | |||||||||||||||||
Revenues | $ | 4,471.10 | $ | — | $ | — | $ | 2,348.30 | $ | 2,122.80 | |||||||
Cost of sales | 3,782.40 | — | — | 1,971.60 | 1,810.80 | ||||||||||||
Gross profit | 688.7 | — | — | 376.7 | 312 | ||||||||||||
Selling, general and administrative expenses | 534.5 | — | 6.7 | 293.2 | 234.6 | ||||||||||||
Depreciation | 18.6 | — | 0.4 | 10.2 | 8 | ||||||||||||
Operating income | 135.6 | — | (7.1 | ) | 73.3 | 69.4 | |||||||||||
Floor plan interest expense | (10.1 | ) | — | (0.7 | ) | (5.2 | ) | (4.2 | ) | ||||||||
Other interest expense | (16.3 | ) | — | (9.8 | ) | (1.3 | ) | (5.2 | ) | ||||||||
Equity in earnings of affiliates | 6.7 | — | 5.8 | — | 0.9 | ||||||||||||
Equity in earnings of subsidiaries | — | (127.0 | ) | 127 | — | — | |||||||||||
Income from continuing operations before income taxes | 115.9 | (127.0 | ) | 115.2 | 66.8 | 60.9 | |||||||||||
Income taxes | (38.8 | ) | 42.8 | (38.8 | ) | (28.3 | ) | (14.5 | ) | ||||||||
Income from continuing operations | 77.1 | (84.2 | ) | 76.4 | 38.5 | 46.4 | |||||||||||
(Loss) income from discontinued operations, net of tax | (1.2 | ) | 1.2 | (1.2 | ) | (1.1 | ) | (0.1 | ) | ||||||||
Net income | 75.9 | (83.0 | ) | 75.2 | 37.4 | 46.3 | |||||||||||
Other comprehensive income (loss), net of tax | (55.1 | ) | 52.3 | (55.1 | ) | — | (52.3 | ) | |||||||||
Comprehensive income | 20.8 | (30.7 | ) | 20.1 | 37.4 | (6.0 | ) | ||||||||||
Less: Comprehensive income attributable to non-controlling interests | 0.1 | 0.6 | (0.6 | ) | — | 0.1 | |||||||||||
Comprehensive income attributable to Penske Automotive Group common stockholders | $ | 20.7 | $ | (31.3 | ) | $ | 20.7 | $ | 37.4 | $ | (6.1 | ) | |||||
CONDENSED CONSOLIDATING STATEMENT OF INCOME | |||||||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Total | Eliminations | Penske | Guarantor | Non-Guarantor | |||||||||||||
Company | Automotive | Subsidiaries | Subsidiaries | ||||||||||||||
Group | |||||||||||||||||
(In millions) | |||||||||||||||||
Revenues | $ | 4,015.20 | $ | — | $ | — | $ | 2,157.80 | $ | 1,857.40 | |||||||
Cost of sales | 3,401.20 | — | — | 1,811.00 | 1,590.20 | ||||||||||||
Gross profit | 614 | — | — | 346.8 | 267.2 | ||||||||||||
Selling, general and administrative expenses | 477.2 | — | 5.8 | 277.4 | 194 | ||||||||||||
Depreciation | 16.1 | — | 0.3 | 8.9 | 6.9 | ||||||||||||
Operating income | 120.7 | — | (6.1 | ) | 60.5 | 66.3 | |||||||||||
Floor plan interest expense | (11.1 | ) | — | (2.4 | ) | (5.0 | ) | (3.7 | ) | ||||||||
Other interest expense | (12.4 | ) | — | (7.1 | ) | (0.5 | ) | (4.8 | ) | ||||||||
Equity in earnings of affiliates | 5.1 | — | 4.2 | — | 0.9 | ||||||||||||
Equity in earnings of subsidiaries | — | (113.4 | ) | 113.4 | — | — | |||||||||||
Income from continuing operations before income taxes | 102.3 | (113.4 | ) | 102 | 55 | 58.7 | |||||||||||
Income taxes | (34.7 | ) | 38.6 | (34.8 | ) | (24.6 | ) | (13.9 | ) | ||||||||
Income from continuing operations | 67.6 | (74.8 | ) | 67.2 | 30.4 | 44.8 | |||||||||||
(Loss) income from discontinued operations, net of tax | 0.3 | (0.3 | ) | 0.3 | 5.8 | (5.5 | ) | ||||||||||
Net income | 67.9 | (75.1 | ) | 67.5 | 36.2 | 39.3 | |||||||||||
Other comprehensive income (loss), net of tax | 6.2 | (6.8 | ) | 6.2 | (2.4 | ) | 9.2 | ||||||||||
Comprehensive income | 74.1 | (81.9 | ) | 73.7 | 33.8 | 48.5 | |||||||||||
Less: Comprehensive income attributable to non-controlling interests | 0.2 | 0.2 | (0.2 | ) | — | 0.2 | |||||||||||
Comprehensive income attributable to Penske Automotive Group common stockholders | $ | 73.9 | $ | (82.1 | ) | $ | 73.9 | $ | 33.8 | $ | 48.3 | ||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||
Total | Penske | Guarantor | Non-Guarantor | ||||||||||||||
Company | Automotive | Subsidiaries | Subsidiaries | ||||||||||||||
Group | |||||||||||||||||
(In millions) | |||||||||||||||||
Net cash provided by (used in) continuing operating activities | $ | 193.6 | $ | (10.6 | ) | $ | 17.1 | $ | 187.1 | ||||||||
Investing activities: | |||||||||||||||||
Purchase of equipment and improvements | (33.6 | ) | (0.5 | ) | (19.2 | ) | (13.9 | ) | |||||||||
Acquisitions, net | (86.4 | ) | — | (21.7 | ) | (64.7 | ) | ||||||||||
Net cash used in continuing investing activities | (120.0 | ) | (0.5 | ) | (40.9 | ) | (78.6 | ) | |||||||||
Financing activities: | |||||||||||||||||
Net repayments of long-term debt | (139.3 | ) | — | (1.3 | ) | (138.0 | ) | ||||||||||
Net borrowings (repayments) of floor plan notes payable — non-trade | 101 | 45 | (9.1 | ) | 65.1 | ||||||||||||
Payment of deferred financing fees | (1.2 | ) | — | — | (1.2 | ) | |||||||||||
Repurchases of common stock | (14.0 | ) | (14.0 | ) | — | — | |||||||||||
Dividends | (19.9 | ) | (19.9 | ) | — | — | |||||||||||
Distributions from (to) parent | — | — | 1.2 | (1.2 | ) | ||||||||||||
Net cash (used in) provided by continuing financing activities | (73.4 | ) | 11.1 | (9.2 | ) | (75.3 | ) | ||||||||||
Net cash provided by discontinued operations | 33.4 | — | 33 | 0.4 | |||||||||||||
Effect of exchange rate changes on cash and cash equivalents | (3.1 | ) | — | — | (3.1 | ) | |||||||||||
Net change in cash and cash equivalents | 30.5 | — | — | 30.5 | |||||||||||||
Cash and cash equivalents, beginning of period | 36.3 | — | — | 36.3 | |||||||||||||
Cash and cash equivalents, end of period | $ | 66.8 | $ | — | $ | — | $ | 66.8 | |||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Total | Penske | Guarantor | Non-Guarantor | ||||||||||||||
Company | Automotive | Subsidiaries | Subsidiaries | ||||||||||||||
Group | |||||||||||||||||
(In millions) | |||||||||||||||||
Net cash provided by continuing operating activities | $ | 132.5 | $ | 9.7 | $ | 109.8 | $ | 13 | |||||||||
Investing activities: | |||||||||||||||||
Purchase of equipment and improvements | (39.8 | ) | (0.3 | ) | (28.0 | ) | (11.5 | ) | |||||||||
Acquisitions, net | (81.8 | ) | — | (80.0 | ) | (1.8 | ) | ||||||||||
Net cash used in continuing investing activities | (121.6 | ) | (0.3 | ) | (108.0 | ) | (13.3 | ) | |||||||||
Financing activities: | |||||||||||||||||
Net (repayments) borrowings of long-term debt | (26.3 | ) | 10 | (5.3 | ) | (31.0 | ) | ||||||||||
Net borrowings (repayments) of floor plan notes payable — non-trade | 6.8 | (3.2 | ) | (29.4 | ) | 39.4 | |||||||||||
Dividends | (16.2 | ) | (16.2 | ) | — | — | |||||||||||
Distributions from (to) parent | — | — | 0.5 | (0.5 | ) | ||||||||||||
Net cash (used in) provided by continuing financing activities | (35.7 | ) | (9.4 | ) | (34.2 | ) | 7.9 | ||||||||||
Net cash provided by discontinued operations | 29.6 | — | 27.2 | 2.4 | |||||||||||||
Net change in cash and cash equivalents | 4.8 | — | (5.2 | ) | 10 | ||||||||||||
Cash and cash equivalents, beginning of period | 50.3 | — | 13.1 | 37.2 | |||||||||||||
Cash and cash equivalents, end of period | $ | 55.1 | $ | — | $ | 7.9 | $ | 47.2 | |||||||||
Interim_Financial_Statements_P
Interim Financial Statements (Policies) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Interim Financial Statements. | ||||||||||||||
Basis of Presentation | ||||||||||||||
Basis of Presentation | ||||||||||||||
The following unaudited consolidated condensed financial statements of PAG have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in our annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the SEC rules and regulations. The information presented as of March 31, 2015 and for the three month periods ended March 31, 2015 and 2014 is unaudited, but includes all adjustments which our management believes to be necessary for the fair presentation of results for the periods presented. We have changed the presentation of revenue and cost of sales within the Consolidated Condensed Statements of Income to reflect the addition of the retail commercial truck dealership business for the current and comparative periods presented. We have also identified the retail commercial truck dealership business as a new reportable segment and have retroactively presented the segment data for all periods presented within the segment information footnote. Additionally, the consolidated condensed financial statements for the prior periods have been revised for entities that have been treated as discontinued operations, and results for interim periods are not necessarily indicative of results to be expected for the year. These consolidated condensed financial statements should be read in conjunction with our audited financial statements for the year ended December 31, 2014, which are included as part of our Annual Report on Form 10-K. | ||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||
In April 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) — Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU No. 2014-08 changes the requirements for reporting discontinued operations to only allow presentation of a disposal of an entity or component of an entity as a discontinued operation if it represents a strategic shift that has (or will have) a major effect on an entity’s operations or financial results. We adopted this accounting standard update effective January 1, 2015. See “Assets Held for Sale and Discontinued Operations” below for additional discussion. | ||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” This ASU supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. ASU No. 2014-09 will require an entity to recognize revenue when it transfers promised goods or services to customers using a five-step model that requires entities to exercise judgment when considering the terms of the contracts. This ASU can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. In April 2015, the FASB proposed a one-year deferral of the effective date from January 1, 2017 to January 1, 2018 but would allow for early adoption as of January 1, 2017. We are currently assessing the impact the adoption of this update will have on our consolidated financial position, results of operations, and cash flows. | ||||||||||||||
In April 2015, the FASB issued ASU No. 2015-03, “Interest — Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This ASU is effective for us beginning after January 1, 2016. We are currently assessing the impact the adoption of this update will have on our consolidated financial position, results of operations, and cash flows. | ||||||||||||||
Assets Held For Sale and Discontinued Operations | ||||||||||||||
Assets Held for Sale and Discontinued Operations | ||||||||||||||
We classify an entity as held for sale in the period in which all of the following criteria are met: | ||||||||||||||
· | management, having the authority to approve the action, commits to a plan to sell the entity; | |||||||||||||
· | the entity is available for immediate sale in its present condition; | |||||||||||||
· | an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; | |||||||||||||
· | the sale is probable and transfer is expected to be completed within one year; | |||||||||||||
· | the entity is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and | |||||||||||||
· | actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. | |||||||||||||
As discussed previously, in April 2014, the FASB issued ASU No. 2014-08 that changes the definition of a discontinued operation to include only those disposals of components of an entity or components of an entity that are classified as held for sale that represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. We adopted this accounting standard update effective January 1, 2015. | ||||||||||||||
Prior to the adoption of ASU No. 2014-08, we accounted for dispositions as discontinued operations when it was evident that the operations and cash flows of an entity being disposed of would be eliminated from ongoing operations and we would not have any significant continuing involvement in its operations. The results of operations for those entities that were classified as discontinued operations prior to adoption of ASU No. 2014-08 are included in Income (loss) from discontinued operations in the accompanying Consolidated Condensed Statements of Income for all periods presented and will continue to be reported within discontinued operations in the future. Beginning with disposals or entities classified as held for sale subsequent to January 1, 2015, only those that represent a strategic shift that has, or will have, a major impact on our operations and financial results will be included in discontinued operations. | ||||||||||||||
We had no entities newly classified as held for sale during the three months ended March 31, 2015. As such, the combined financial information presented below represents only retail automotive dealerships and our car rental business that were classified as discontinued operations prior to adoption of ASU No. 2014-08: | ||||||||||||||
Three Months Ended March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
Revenues | $ | 40.3 | $ | 79.4 | ||||||||||
Pre-tax income (loss) | $ | (4.1 | ) | $ | (10.0 | ) | ||||||||
Pre-tax gain on disposal | $ | 2.3 | $ | 14.8 | ||||||||||
March 31, | December 31, | |||||||||||||
2015 | 2014 | |||||||||||||
Inventories | $ | 33.6 | $ | 34.7 | ||||||||||
Other assets | 28.6 | 151.4 | ||||||||||||
Total assets | $ | 62.2 | $ | 186.1 | ||||||||||
Floor plan notes payable (including non-trade) | $ | 29.0 | $ | 27.9 | ||||||||||
Other liabilities | 14.3 | 104.8 | ||||||||||||
Total liabilities | $ | 43.3 | $ | 132.7 | ||||||||||
Divestitures | ||||||||||||||
Divestitures | ||||||||||||||
In February 2015, we divested our car rental business which included Hertz car rental franchises in the Memphis, Tennessee market and certain markets throughout Indiana. We received proceeds of $17.8 million from the sale excluding sales of car rental vehicles. The results of operations of our car rental business are included in discontinued operations for the three months ended March 31, 2015 and 2014. | ||||||||||||||
Estimates | ||||||||||||||
Estimates | ||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accounts requiring the use of significant estimates include accounts receivable, inventories, income taxes, intangible assets and certain reserves. | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value: | ||||||||||||||
Level 1 | Quoted prices in active markets for identical assets or liabilities | |||||||||||||
Level 2 | Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities | |||||||||||||
Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities | |||||||||||||
Our financial instruments consist of cash and cash equivalents, debt, floor plan notes payable, forward exchange contracts and interest rate swaps used to hedge future cash flows. Other than our fixed rate debt, the carrying amount of all significant financial instruments approximates fair value due either to length of maturity, the existence of variable interest rates that approximate prevailing market rates, or as a result of mark to market accounting. | ||||||||||||||
Our fixed rate debt consists of amounts outstanding under our senior subordinated notes and mortgage facilities. We estimate the fair value of our senior unsecured notes using quoted prices for the identical liability (Level 2), and we estimate the fair value of our mortgage facilities using a present value technique based on our current market interest rates for similar types of financial instruments (Level 2). A summary of the carrying values and fair values of our 5.75% senior subordinated notes, 5.375% senior subordinated notes and our fixed rate mortgage facilities are as follows: | ||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||
5.75% senior subordinated notes due 2022 | $ | 550.0 | $ | 580.3 | $ | 550.0 | $ | 558.4 | ||||||
5.375% senior subordinated notes due 2024 | 300.0 | 309.8 | 300.0 | 306.0 | ||||||||||
Mortgage facilities | 170.5 | 173.7 | 169.7 | 171.6 | ||||||||||
Interim_Financial_Statements_T
Interim Financial Statements (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Interim Financial Statements. | ||||||||||||||
Combined financial information regarding entities accounted for as discontinued operations | ||||||||||||||
Three Months Ended March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
Revenues | $ | 40.3 | $ | 79.4 | ||||||||||
Pre-tax income (loss) | $ | (4.1 | ) | $ | (10.0 | ) | ||||||||
Pre-tax gain on disposal | $ | 2.3 | $ | 14.8 | ||||||||||
March 31, | December 31, | |||||||||||||
2015 | 2014 | |||||||||||||
Inventories | $ | 33.6 | $ | 34.7 | ||||||||||
Other assets | 28.6 | 151.4 | ||||||||||||
Total assets | $ | 62.2 | $ | 186.1 | ||||||||||
Floor plan notes payable (including non-trade) | $ | 29.0 | $ | 27.9 | ||||||||||
Other liabilities | 14.3 | 104.8 | ||||||||||||
Total liabilities | $ | 43.3 | $ | 132.7 | ||||||||||
Summary of carrying values and fair values of senior subordinated notes and fixed rate mortgage facilities | ||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||
5.75% senior subordinated notes due 2022 | $ | 550.0 | $ | 580.3 | $ | 550.0 | $ | 558.4 | ||||||
5.375% senior subordinated notes due 2024 | 300.0 | 309.8 | 300.0 | 306.0 | ||||||||||
Mortgage facilities | 170.5 | 173.7 | 169.7 | 171.6 | ||||||||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventories | ||||||||
Inventories | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Retail automotive new vehicles | $ | 1,814.3 | $ | 1,792.5 | ||||
Retail automotive used vehicles | 670.2 | 639.9 | ||||||
Retail automotive parts, accessories and other | 101.7 | 103.5 | ||||||
Commercial truck dealership vehicles and parts | 119.5 | 85.5 | ||||||
Commercial vehicle distribution vehicles and parts | 180.0 | 197.8 | ||||||
Total inventories | $ | 2,885.7 | $ | 2,819.2 | ||||
Business_Combinations_Tables
Business Combinations (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Business Combinations | ||||||||
Summary of the aggregate consideration paid and the aggregate amounts of the assets acquired and liabilities assumed | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Accounts receivable | $ | — | $ | 0.7 | ||||
Inventory | 46.8 | 27.2 | ||||||
Other current assets | 0.2 | 1.1 | ||||||
Property and equipment | 4.4 | 3.8 | ||||||
Indefinite-lived intangibles | 38.8 | 54.5 | ||||||
Current liabilities | (1.2 | ) | (2.0 | ) | ||||
Non-current liabilities | — | (2.2 | ) | |||||
Total consideration | 89 | 83.1 | ||||||
Seller financed/assumed debt | (2.6 | ) | (1.3 | ) | ||||
Total cash used in acquisitions | $ | 86.4 | $ | 81.8 | ||||
Summary of unaudited consolidated pro forma results of operations | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Revenues | $ | 4,497.8 | $ | 4,345.8 | ||||
Income from continuing operations | 76.8 | 69.4 | ||||||
Net income | 75.6 | 69.7 | ||||||
Income from continuing operations per diluted common share | $ | 0.85 | $ | 0.77 | ||||
Net income per diluted common share | $ | 0.84 | $ | 0.77 | ||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Intangible Assets | |||||||||
Summary of the changes in the carrying amount of goodwill and other indefinite-lived intangible assets | |||||||||
Goodwill | Other Indefinite-Lived Intangible | ||||||||
Assets | |||||||||
Balance, January 1, 2015 | $ | 1,266.30 | $ | 386.2 | |||||
Additions | 30.6 | 8.2 | |||||||
Foreign currency translation | (25.8 | ) | (7.8 | ) | |||||
Balance, March 31, 2015 | $ | 1,271.10 | $ | 386.6 | |||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Earnings Per Share | ||||||
Reconciliation of number of shares used in calculation of basic and diluted earning per share | ||||||
Three Months Ended | ||||||
March 31, | ||||||
2015 | 2014 | |||||
Weighted average number of common shares outstanding | 90,252,488 | 90,437,732 | ||||
Effect of non-participatory equity compensation | 36,000 | 36,000 | ||||
Weighted average number of common shares outstanding, including effect of dilutive securities | 90,288,488 | 90,473,732 | ||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Long-Term Debt | ||||||||
Long Term Debt | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
U.S. credit agreement — revolving credit line | $ | — | $ | — | ||||
U.S. credit agreement — term loan | 88 | 88 | ||||||
U.K. credit agreement — revolving credit line | 54.8 | 121.5 | ||||||
U.K. credit agreement — term loan | 15.6 | 18.7 | ||||||
U.K. credit agreement — overdraft line of credit | — | 5.7 | ||||||
5.375% senior subordinated notes due 2024 | 300 | 300 | ||||||
5.75% senior subordinated notes due 2022 | 550 | 550 | ||||||
U.S. commercial truck capital loan | — | 60.5 | ||||||
Australia working capital loan | — | — | ||||||
Mortgage facilities | 170.5 | 169.7 | ||||||
Other | 29.7 | 38.5 | ||||||
Total long-term debt | 1,208.60 | 1,352.60 | ||||||
Less: current portion | (34.5 | ) | (36.6 | ) | ||||
Net long-term debt | $ | 1,174.10 | $ | 1,316.00 | ||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income/(Loss) (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Accumulated Other Comprehensive Income/(Loss) | |||||||||||
Schedule of the changes in accumulated other comprehensive income/ (loss) by component and the reclassifications out of accumulated other comprehensive income/ (loss) attributable to the entity's common stockholders | |||||||||||
Three Months Ended March 31, 2015 | |||||||||||
Foreign | Other | Total | |||||||||
Currency | |||||||||||
Translation | |||||||||||
Balance at December 31, 2014 | $ | (51.7 | ) | $ | (1.6 | ) | $ | (53.3 | ) | ||
Other comprehensive income (loss) before reclassifications | (52.2 | ) | (2.3 | ) | (54.5 | ) | |||||
Amounts reclassified from accumulated other comprehensive income - net of tax | — | — | — | ||||||||
Net current-period other comprehensive income (loss) | (52.2 | ) | (2.3 | ) | (54.5 | ) | |||||
Balance at March 31, 2015 | $ | (103.9 | ) | $ | (3.9 | ) | $ | (107.8 | ) | ||
Three Months Ended March 31, 2014 | |||||||||||
Foreign | Other | Total | |||||||||
Currency | |||||||||||
Translation | |||||||||||
Balance at December 31, 2013 | $ | 11.4 | $ | 0.2 | $ | 11.6 | |||||
Other comprehensive income (loss) before reclassifications | 9.5 | (4.2 | ) | 5.3 | |||||||
Amounts reclassified from accumulated other comprehensive income - net of tax | — | 1.1 | 1.1 | ||||||||
Net current-period other comprehensive income (loss) | 9.5 | (3.1 | ) | 6.4 | |||||||
Balance at March 31, 2014 | $ | 20.9 | $ | (2.9 | ) | $ | 18 | ||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Segment Information | |||||||||||||||||
Revenues and adjusted segment income by reportable segment | |||||||||||||||||
Three Months Ended March 31 | |||||||||||||||||
Retail | Retail | Other | Intersegment | Total | |||||||||||||
Automotive | Commercial | Elimination | |||||||||||||||
Truck | |||||||||||||||||
Revenues | |||||||||||||||||
2015 | $ | 4,175.00 | $ | 192.7 | $ | 103.7 | $ | (0.3 | ) | $ | 4,471.10 | ||||||
2014 | 3,919.20 | — | 96.7 | (0.7 | ) | 4,015.20 | |||||||||||
Segment income | |||||||||||||||||
2015 | $ | 103.1 | $ | 7.4 | $ | 5.4 | $ | — | $ | 115.9 | |||||||
2014 | 93.9 | 0.6 | 7.8 | — | 102.3 | ||||||||||||
Condensed_Consolidating_Financ1
Condensed Consolidating Financial Information (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Condensed Consolidating Financial Information | |||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||
March 31, 2015 | |||||||||||||||||
Total | Eliminations | Penske | Guarantor | Non-Guarantor | |||||||||||||
Company | Automotive | Subsidiaries | Subsidiaries | ||||||||||||||
Group | |||||||||||||||||
(In millions) | |||||||||||||||||
Cash and cash equivalents | $ | 66.8 | $ | — | $ | — | $ | — | $ | 66.8 | |||||||
Accounts receivable, net | 746.4 | (415.0 | ) | 415 | 364.2 | 382.2 | |||||||||||
Inventories | 2,885.70 | — | — | 1,488.40 | 1,397.30 | ||||||||||||
Other current assets | 106.7 | — | 5.3 | 27.4 | 74 | ||||||||||||
Assets held for sale | 62.2 | — | — | 28.2 | 34 | ||||||||||||
Total current assets | 3,867.80 | (415.0 | ) | 420.3 | 1,908.20 | 1,954.30 | |||||||||||
Property and equipment, net | 1,326.60 | — | 4.5 | 761.7 | 560.4 | ||||||||||||
Intangible assets | 1,657.70 | — | — | 834.2 | 823.5 | ||||||||||||
Equity method investments | 350.9 | — | 288.1 | — | 62.8 | ||||||||||||
Other long-term assets | 24.6 | (2,014.8 | ) | 2,031.40 | 2.4 | 5.6 | |||||||||||
Total assets | $ | 7,227.60 | $ | (2,429.8 | ) | $ | 2,744.30 | $ | 3,506.50 | $ | 3,406.60 | ||||||
Floor plan notes payable | $ | 1,915.80 | $ | — | $ | — | $ | 1,089.80 | $ | 826 | |||||||
Floor plan notes payable — non-trade | 1,021.50 | — | 131.8 | 389 | 500.7 | ||||||||||||
Accounts payable | 454.1 | — | 2.2 | 149.1 | 302.8 | ||||||||||||
Accrued expenses | 342.9 | (415.0 | ) | 0.9 | 162.9 | 594.1 | |||||||||||
Current portion of long-term debt | 34.5 | — | — | 6.9 | 27.6 | ||||||||||||
Liabilities held for sale | 43.3 | — | — | 17.8 | 25.5 | ||||||||||||
Total current liabilities | 3,812.10 | (415.0 | ) | 134.9 | 1,815.50 | 2,276.70 | |||||||||||
Long-term debt | 1,174.10 | (274.2 | ) | 938 | 112.6 | 397.7 | |||||||||||
Deferred tax liabilities | 385 | — | — | 362 | 23 | ||||||||||||
Other long-term liabilities | 185 | — | — | 67.5 | 117.5 | ||||||||||||
Total liabilities | 5,556.20 | (689.2 | ) | 1,072.90 | 2,357.60 | 2,814.90 | |||||||||||
Total equity | 1,671.40 | (1,740.6 | ) | 1,671.40 | 1,148.90 | 591.7 | |||||||||||
Total liabilities and equity | $ | 7,227.60 | $ | (2,429.8 | ) | $ | 2,744.30 | $ | 3,506.50 | $ | 3,406.60 | ||||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Total | Eliminations | Penske | Guarantor | Non-Guarantor | |||||||||||||
Company | Automotive | Subsidiaries | Subsidiaries | ||||||||||||||
Group | |||||||||||||||||
(In millions) | |||||||||||||||||
Cash and cash equivalents | $ | 36.3 | $ | — | $ | — | $ | — | $ | 36.3 | |||||||
Accounts receivable, net | 701.4 | (409.6 | ) | 409.6 | 392.6 | 308.8 | |||||||||||
Inventories | 2,819.20 | — | — | 1,481.50 | 1,337.70 | ||||||||||||
Other current assets | 124.7 | — | 4.5 | 58.3 | 61.9 | ||||||||||||
Assets held for sale | 186.1 | — | — | 150.4 | 35.7 | ||||||||||||
Total current assets | 3,867.70 | (409.6 | ) | 414.1 | 2,082.80 | 1,780.40 | |||||||||||
Property and equipment, net | 1,328.80 | — | 4.3 | 754.6 | 569.9 | ||||||||||||
Intangible assets | 1,652.50 | — | — | 818.4 | 834.1 | ||||||||||||
Equity method investments | 352.8 | — | 285.5 | — | 67.3 | ||||||||||||
Other long-term assets | 26.4 | (1,990.8 | ) | 2,005.00 | 4.4 | 7.8 | |||||||||||
Total assets | $ | 7,228.20 | $ | (2,400.4 | ) | $ | 2,708.90 | $ | 3,660.20 | $ | 3,259.50 | ||||||
Floor plan notes payable | $ | 1,812.60 | $ | — | $ | — | $ | 1,102.00 | $ | 710.6 | |||||||
Floor plan notes payable — non-trade | 920.5 | — | 86.8 | 398.1 | 435.6 | ||||||||||||
Accounts payable | 417.6 | — | 2.9 | 208.3 | 206.4 | ||||||||||||
Accrued expenses | 310.3 | (409.6 | ) | — | 123.3 | 596.6 | |||||||||||
Current portion of long-term debt | 36.6 | — | — | 4.6 | 32 | ||||||||||||
Liabilities held for sale | 132.7 | — | — | 105.9 | 26.8 | ||||||||||||
Total current liabilities | 3,630.30 | (409.6 | ) | 89.7 | 1,942.20 | 2,008.00 | |||||||||||
Long-term debt | 1,316.00 | (247.0 | ) | 938 | 116.1 | 508.9 | |||||||||||
Deferred tax liabilities | 409.9 | — | — | 385.6 | 24.3 | ||||||||||||
Other long-term liabilities | 190.8 | — | — | 66.9 | 123.9 | ||||||||||||
Total liabilities | 5,547.00 | (656.6 | ) | 1,027.70 | 2,510.80 | 2,665.10 | |||||||||||
Total equity | 1,681.20 | (1,743.8 | ) | 1,681.20 | 1,149.40 | 594.4 | |||||||||||
Total liabilities and equity | $ | 7,228.20 | $ | (2,400.4 | ) | $ | 2,708.90 | $ | 3,660.20 | $ | 3,259.50 | ||||||
CONDENSED CONSOLIDATING STATEMENT OF INCOME | |||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF INCOME | |||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||
Total | Eliminations | Penske | Guarantor | Non-Guarantor | |||||||||||||
Company | Automotive | Subsidiaries | Subsidiaries | ||||||||||||||
Group | |||||||||||||||||
(In millions) | |||||||||||||||||
Revenues | $ | 4,471.10 | $ | — | $ | — | $ | 2,348.30 | $ | 2,122.80 | |||||||
Cost of sales | 3,782.40 | — | — | 1,971.60 | 1,810.80 | ||||||||||||
Gross profit | 688.7 | — | — | 376.7 | 312 | ||||||||||||
Selling, general and administrative expenses | 534.5 | — | 6.7 | 293.2 | 234.6 | ||||||||||||
Depreciation | 18.6 | — | 0.4 | 10.2 | 8 | ||||||||||||
Operating income | 135.6 | — | (7.1 | ) | 73.3 | 69.4 | |||||||||||
Floor plan interest expense | (10.1 | ) | — | (0.7 | ) | (5.2 | ) | (4.2 | ) | ||||||||
Other interest expense | (16.3 | ) | — | (9.8 | ) | (1.3 | ) | (5.2 | ) | ||||||||
Equity in earnings of affiliates | 6.7 | — | 5.8 | — | 0.9 | ||||||||||||
Equity in earnings of subsidiaries | — | (127.0 | ) | 127 | — | — | |||||||||||
Income from continuing operations before income taxes | 115.9 | (127.0 | ) | 115.2 | 66.8 | 60.9 | |||||||||||
Income taxes | (38.8 | ) | 42.8 | (38.8 | ) | (28.3 | ) | (14.5 | ) | ||||||||
Income from continuing operations | 77.1 | (84.2 | ) | 76.4 | 38.5 | 46.4 | |||||||||||
(Loss) income from discontinued operations, net of tax | (1.2 | ) | 1.2 | (1.2 | ) | (1.1 | ) | (0.1 | ) | ||||||||
Net income | 75.9 | (83.0 | ) | 75.2 | 37.4 | 46.3 | |||||||||||
Other comprehensive income (loss), net of tax | (55.1 | ) | 52.3 | (55.1 | ) | — | (52.3 | ) | |||||||||
Comprehensive income | 20.8 | (30.7 | ) | 20.1 | 37.4 | (6.0 | ) | ||||||||||
Less: Comprehensive income attributable to non-controlling interests | 0.1 | 0.6 | (0.6 | ) | — | 0.1 | |||||||||||
Comprehensive income attributable to Penske Automotive Group common stockholders | $ | 20.7 | $ | (31.3 | ) | $ | 20.7 | $ | 37.4 | $ | (6.1 | ) | |||||
CONDENSED CONSOLIDATING STATEMENT OF INCOME | |||||||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Total | Eliminations | Penske | Guarantor | Non-Guarantor | |||||||||||||
Company | Automotive | Subsidiaries | Subsidiaries | ||||||||||||||
Group | |||||||||||||||||
(In millions) | |||||||||||||||||
Revenues | $ | 4,015.20 | $ | — | $ | — | $ | 2,157.80 | $ | 1,857.40 | |||||||
Cost of sales | 3,401.20 | — | — | 1,811.00 | 1,590.20 | ||||||||||||
Gross profit | 614 | — | — | 346.8 | 267.2 | ||||||||||||
Selling, general and administrative expenses | 477.2 | — | 5.8 | 277.4 | 194 | ||||||||||||
Depreciation | 16.1 | — | 0.3 | 8.9 | 6.9 | ||||||||||||
Operating income | 120.7 | — | (6.1 | ) | 60.5 | 66.3 | |||||||||||
Floor plan interest expense | (11.1 | ) | — | (2.4 | ) | (5.0 | ) | (3.7 | ) | ||||||||
Other interest expense | (12.4 | ) | — | (7.1 | ) | (0.5 | ) | (4.8 | ) | ||||||||
Equity in earnings of affiliates | 5.1 | — | 4.2 | — | 0.9 | ||||||||||||
Equity in earnings of subsidiaries | — | (113.4 | ) | 113.4 | — | — | |||||||||||
Income from continuing operations before income taxes | 102.3 | (113.4 | ) | 102 | 55 | 58.7 | |||||||||||
Income taxes | (34.7 | ) | 38.6 | (34.8 | ) | (24.6 | ) | (13.9 | ) | ||||||||
Income from continuing operations | 67.6 | (74.8 | ) | 67.2 | 30.4 | 44.8 | |||||||||||
(Loss) income from discontinued operations, net of tax | 0.3 | (0.3 | ) | 0.3 | 5.8 | (5.5 | ) | ||||||||||
Net income | 67.9 | (75.1 | ) | 67.5 | 36.2 | 39.3 | |||||||||||
Other comprehensive income (loss), net of tax | 6.2 | (6.8 | ) | 6.2 | (2.4 | ) | 9.2 | ||||||||||
Comprehensive income | 74.1 | (81.9 | ) | 73.7 | 33.8 | 48.5 | |||||||||||
Less: Comprehensive income attributable to non-controlling interests | 0.2 | 0.2 | (0.2 | ) | — | 0.2 | |||||||||||
Comprehensive income attributable to Penske Automotive Group common stockholders | $ | 73.9 | $ | (82.1 | ) | $ | 73.9 | $ | 33.8 | $ | 48.3 | ||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||
Total | Penske | Guarantor | Non-Guarantor | ||||||||||||||
Company | Automotive | Subsidiaries | Subsidiaries | ||||||||||||||
Group | |||||||||||||||||
(In millions) | |||||||||||||||||
Net cash provided by (used in) continuing operating activities | $ | 193.6 | $ | (10.6 | ) | $ | 17.1 | $ | 187.1 | ||||||||
Investing activities: | |||||||||||||||||
Purchase of equipment and improvements | (33.6 | ) | (0.5 | ) | (19.2 | ) | (13.9 | ) | |||||||||
Acquisitions, net | (86.4 | ) | — | (21.7 | ) | (64.7 | ) | ||||||||||
Net cash used in continuing investing activities | (120.0 | ) | (0.5 | ) | (40.9 | ) | (78.6 | ) | |||||||||
Financing activities: | |||||||||||||||||
Net repayments of long-term debt | (139.3 | ) | — | (1.3 | ) | (138.0 | ) | ||||||||||
Net borrowings (repayments) of floor plan notes payable — non-trade | 101 | 45 | (9.1 | ) | 65.1 | ||||||||||||
Payment of deferred financing fees | (1.2 | ) | — | — | (1.2 | ) | |||||||||||
Repurchases of common stock | (14.0 | ) | (14.0 | ) | — | — | |||||||||||
Dividends | (19.9 | ) | (19.9 | ) | — | — | |||||||||||
Distributions from (to) parent | — | — | 1.2 | (1.2 | ) | ||||||||||||
Net cash (used in) provided by continuing financing activities | (73.4 | ) | 11.1 | (9.2 | ) | (75.3 | ) | ||||||||||
Net cash provided by discontinued operations | 33.4 | — | 33 | 0.4 | |||||||||||||
Effect of exchange rate changes on cash and cash equivalents | (3.1 | ) | — | — | (3.1 | ) | |||||||||||
Net change in cash and cash equivalents | 30.5 | — | — | 30.5 | |||||||||||||
Cash and cash equivalents, beginning of period | 36.3 | — | — | 36.3 | |||||||||||||
Cash and cash equivalents, end of period | $ | 66.8 | $ | — | $ | — | $ | 66.8 | |||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Total | Penske | Guarantor | Non-Guarantor | ||||||||||||||
Company | Automotive | Subsidiaries | Subsidiaries | ||||||||||||||
Group | |||||||||||||||||
(In millions) | |||||||||||||||||
Net cash provided by continuing operating activities | $ | 132.5 | $ | 9.7 | $ | 109.8 | $ | 13 | |||||||||
Investing activities: | |||||||||||||||||
Purchase of equipment and improvements | (39.8 | ) | (0.3 | ) | (28.0 | ) | (11.5 | ) | |||||||||
Acquisitions, net | (81.8 | ) | — | (80.0 | ) | (1.8 | ) | ||||||||||
Net cash used in continuing investing activities | (121.6 | ) | (0.3 | ) | (108.0 | ) | (13.3 | ) | |||||||||
Financing activities: | |||||||||||||||||
Net (repayments) borrowings of long-term debt | (26.3 | ) | 10 | (5.3 | ) | (31.0 | ) | ||||||||||
Net borrowings (repayments) of floor plan notes payable — non-trade | 6.8 | (3.2 | ) | (29.4 | ) | 39.4 | |||||||||||
Dividends | (16.2 | ) | (16.2 | ) | — | — | |||||||||||
Distributions from (to) parent | — | — | 0.5 | (0.5 | ) | ||||||||||||
Net cash (used in) provided by continuing financing activities | (35.7 | ) | (9.4 | ) | (34.2 | ) | 7.9 | ||||||||||
Net cash provided by discontinued operations | 29.6 | — | 27.2 | 2.4 | |||||||||||||
Net change in cash and cash equivalents | 4.8 | — | (5.2 | ) | 10 | ||||||||||||
Cash and cash equivalents, beginning of period | 50.3 | — | 13.1 | 37.2 | |||||||||||||
Cash and cash equivalents, end of period | $ | 55.1 | $ | — | $ | 7.9 | $ | 47.2 | |||||||||
Interim_Financial_Statements_D
Interim Financial Statements (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Nov. 30, 2014 | Sep. 30, 2014 |
item | item | |||||
Interim Financial Statements. | ||||||
Total revenues | $4,471.10 | $4,015.20 | $16,600 | |||
Total number of owned and operated franchises | 328 | 328 | ||||
Number of owned and operated franchises in US | 180 | 180 | ||||
Number of owned and operated franchises outside US | 148 | 148 | ||||
Minimum number of vehicles retailed and wholesaled | 122,000 | |||||
Interim Financial Statements | ||||||
Minimum number of vehicle brands offered | 40 | |||||
Commercial Vehicle Distribution | ||||||
Interim Financial Statements | ||||||
Minimum number of dealership locations | 70 | |||||
Number of commercial vehicle dealerships | 3 | |||||
Retail Automotive Franchise | ||||||
Interim Financial Statements | ||||||
Number of acquired franchises | 1 | 1 | ||||
Retail Commercial Truck Dealership | ||||||
Interim Financial Statements | ||||||
Number of acquired franchises | 2 | |||||
Number of operating locations | 16 | |||||
Ownership interest (as a percent) | 91.00% | |||||
Ownership percentage of Equity Method Investment | 32.00% | |||||
Number of full service retail locations operated | 10 | 10 | ||||
Number of full service retail locations acquired | 2 | |||||
Penske Truck Leasing Co., L.P. | ||||||
Interim Financial Statements | ||||||
Limited partnership interest (as a percent) | 9.00% | |||||
Revenues | Geographic | U.S. and Puerto Rico | ||||||
Interim Financial Statements | ||||||
Automotive dealership revenue (as a percent) | 60.00% | |||||
Revenues | Geographic | Outside the U.S. | ||||||
Interim Financial Statements | ||||||
Automotive dealership revenue (as a percent) | 40.00% | |||||
Revenues | Premium brands | ||||||
Interim Financial Statements | ||||||
Automotive dealership revenue (as a percent) | 72.00% |
Interim_Financial_Statements_D1
Interim Financial Statements (Details 2) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | |||
In Millions, unless otherwise specified | Mar. 31, 2015 | Feb. 28, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Aug. 31, 2012 | Nov. 30, 2014 |
item | ||||||
Combined financial information regarding entities accounted for as discontinued operations | ||||||
Number of entities newly classified as held for sale | 0 | |||||
Balance Sheet information regarding entities accounted for as discontinued operations | ||||||
Total assets | $62.20 | $186.10 | ||||
Total liabilities | 43.3 | 132.7 | ||||
Fair Value of Financial Instruments | ||||||
Debt instrument, Carrying Value | 1,208.60 | 1,352.60 | ||||
5.75% senior subordinated notes due 2022 | ||||||
Balance Sheet information regarding entities accounted for as discontinued operations | ||||||
Interest rate (as a percent) | 5.75% | 5.75% | 5.75% | |||
Fair Value of Financial Instruments | ||||||
Debt instrument, Carrying Value | 550 | 550 | ||||
5.75% senior subordinated notes due 2022 | Level 2 | ||||||
Fair Value of Financial Instruments | ||||||
Debt instrument, Fair Value | 580.3 | 558.4 | ||||
5.375% senior subordinated notes due 2024 | ||||||
Balance Sheet information regarding entities accounted for as discontinued operations | ||||||
Interest rate (as a percent) | 5.38% | 5.38% | 5.38% | |||
Fair Value of Financial Instruments | ||||||
Debt instrument, Carrying Value | 300 | 300 | ||||
5.375% senior subordinated notes due 2024 | Level 2 | ||||||
Fair Value of Financial Instruments | ||||||
Debt instrument, Fair Value | 309.8 | 306 | ||||
Mortgage facilities | ||||||
Fair Value of Financial Instruments | ||||||
Debt instrument, Carrying Value | 170.5 | 169.7 | ||||
Mortgage facilities | Level 2 | ||||||
Fair Value of Financial Instruments | ||||||
Debt instrument, Fair Value | 173.7 | 171.6 | ||||
Hertz car rental franchise | ||||||
Combined financial information regarding entities accounted for as discontinued operations | ||||||
Proceeds from sale of business | 17.8 | |||||
Retail Automotive and Hertz car rental franchise | ||||||
Combined financial information regarding entities accounted for as discontinued operations | ||||||
Revenues | 40.3 | 79.4 | ||||
Pre-tax income (loss) | -4.1 | -10 | ||||
Pre-tax gain on disposal | 2.3 | 14.8 | ||||
Balance Sheet information regarding entities accounted for as discontinued operations | ||||||
Inventories | 33.6 | 34.7 | ||||
Other assets | 28.6 | 151.4 | ||||
Total assets | 62.2 | 186.1 | ||||
Floor plan notes payable (including non-trade) | 29 | 27.9 | ||||
Other liabilities | 14.3 | 104.8 | ||||
Total liabilities | $43.30 | $132.70 |
Inventories_Details
Inventories (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Inventories | ||
Retail automotive new vehicles | $1,814.30 | $1,792.50 |
Retail automotive used vehicles | 670.2 | 639.9 |
Retail automotive parts, accessories and other | 101.7 | 103.5 |
Commercial truck dealership vehicles and parts | 119.5 | 85.5 |
Commercial vehicle distribution vehicles and parts | 180 | 197.8 |
Total inventories | $2,885.70 | $2,819.20 |
Inventories_Details_2
Inventories (Details 2) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Inventories | ||
Interest credits and advertising assistance | $9.10 | $8.80 |
Business_Combinations_Details
Business Combinations (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
item | item | |
Retail Automotive Franchise | ||
Business combinations | ||
Number of acquired franchises | 1 | 1 |
Retail Commercial Truck Dealership | ||
Business combinations | ||
Number of acquired franchises | 2 |
Business_Combinations_Details_
Business Combinations (Details 2) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Summary of the aggregate consideration paid and the aggregate amounts of the assets acquired and liabilities assumed | ||
Accounts receivable | $0.70 | |
Inventory | 46.8 | 27.2 |
Other current assets | 0.2 | 1.1 |
Property and equipment | 4.4 | 3.8 |
Indefinite-lived intangibles | 38.8 | 54.5 |
Current liabilities | -1.2 | -2 |
Non-current liabilities | -2.2 | |
Total Consideration | 89 | 83.1 |
Seller financed/assumed debt | -2.6 | -1.3 |
Total cash used in acquisitions | $86.40 | $81.80 |
Business_Combinations_Details_1
Business Combinations (Details 3) (USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Summary of unaudited consolidated pro forma results of operations | ||
Revenues | $4,497.80 | $4,345.80 |
Income from continuing operations | 76.8 | 69.4 |
Net income | $75.60 | $69.70 |
Income from continuing operations per diluted common share (in dollars per share) | $0.85 | $0.77 |
Net income per diluted common share (in dollars per share) | $0.84 | $0.77 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Summary of the changes in the carrying amount of goodwill and other indefinite-lived intangible assets | |
Goodwill, Beginning Balance | $1,266.30 |
Goodwill, Additions | 30.6 |
Goodwill, Foreign currency translation | -25.8 |
Goodwill, Ending Balance | 1,271.10 |
Other indefinite-lived intangible assets, Beginning Balance | 386.2 |
Other indefinite-lived intangible assets, Additions | 8.2 |
Other indefinite-lived intangible assets, Foreign currency translation | -7.8 |
Other indefinite-lived intangible assets, Ending Balance | $386.60 |
Intangible_Assets_Details_2
Intangible Assets (Details 2) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Summary of the changes in the carrying amount of goodwill by reportable segment | ||
Goodwill | $1,271.10 | $1,266.30 |
Retail Automotive | ||
Summary of the changes in the carrying amount of goodwill by reportable segment | ||
Goodwill | 1,040.90 | |
Retail Commercial Truck Dealership | ||
Summary of the changes in the carrying amount of goodwill by reportable segment | ||
Goodwill | 147.3 | |
Other | ||
Summary of the changes in the carrying amount of goodwill by reportable segment | ||
Goodwill | $82.90 |
Vehicle_Financing_Details
Vehicle Financing (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Vehicle Financing | ||
Maturity period of floor plan arrangements outside the U.S. if not payable on demand | 90 days | |
Weighted average interest rate on floor plan borrowings (as a percent) | 1.40% | 1.70% |
Earnings_Per_Share_Details
Earnings Per Share (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Reconciliation of number of shares used in calculation of basic and diluted earnings per share | ||
Weighted average number of common shares outstanding | 90,300,000 | 90,400,000 |
Effect of non-participatory equity compensation (in shares) | 36,000 | 36,000 |
Weighted average number of common shares outstanding, including effect of dilutive securities | 90,300,000 | 90,500,000 |
LongTerm_Debt_Details
Long-Term Debt (Details) | Mar. 31, 2015 | Dec. 31, 2014 | Apr. 02, 2014 | 1-May-15 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2012 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2014 | Aug. 31, 2012 | Mar. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2012 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | USD ($) | USD ($) | US Credit Agreement Revolving Credit Line | US Credit Agreement Revolving Credit Line | US Credit Agreement Revolving Credit Line | US Credit Agreement Term Loan | US Credit Agreement Term Loan | UK Credit Agreement Revolving Credit Line | UK Credit Agreement Revolving Credit Line | UK Credit Agreement Revolving Credit Line | UK Credit Agreement Revolving Credit Line | UK Credit Agreement Revolving Credit Line | UK Credit Agreement Revolving Credit Line | U.K. Agreement Term Loan | U.K. Agreement Term Loan | U.K. Agreement Term Loan | U.K. Agreement Term Loan | U.K. Agreement Term Loan | U.K. Agreement Term Loan | UK Credit Agreement Overdraft Line of Credit | UK Credit Agreement Overdraft Line of Credit | 5.375% senior subordinated notes due 2024 | 5.375% senior subordinated notes due 2024 | 5.375% senior subordinated notes due 2024 | 5.375% senior subordinated notes due 2024 | 5.75% senior subordinated notes due 2022 | 5.75% senior subordinated notes due 2022 | 5.75% senior subordinated notes due 2022 | 5.75% senior subordinated notes due 2022 | U.S. Commercial Truck Capital Loan | Australia working capital loan agreement | Australia working capital loan agreement | Australia working capital loan agreement | Mortgage facilities | Mortgage facilities | Other Debt Securities | Other Debt Securities |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | GBP (£) | USD ($) | Minimum | Maximum | Maximum | GBP (£) | USD ($) | USD ($) | GBP (£) | Minimum | Maximum | USD ($) | USD ($) | USD ($) | USD ($) | Maximum | USD ($) | USD ($) | USD ($) | Maximum | USD ($) | USD ($) | USD ($) | AUD | USD ($) | USD ($) | USD ($) | USD ($) | ||||
Subsequent event | Debt redemption prior to December 1, 2017 | Debt redemption prior to October 1, 2015 | |||||||||||||||||||||||||||||||||||
GBP (£) | |||||||||||||||||||||||||||||||||||||
Long Term Debt | |||||||||||||||||||||||||||||||||||||
Total long-term debt | $1,208.60 | $1,352.60 | $88 | $88 | $54.80 | $121.50 | $15.60 | $18.70 | $5.70 | $300 | $300 | $550 | $550 | $60.50 | $170.50 | $169.70 | $29.70 | $38.50 | |||||||||||||||||||
Less: current portion | -34.5 | -36.6 | |||||||||||||||||||||||||||||||||||
Net long-term debt | 1,174.10 | 1,316 | |||||||||||||||||||||||||||||||||||
Interest rate (as a percent) | 5.38% | 5.38% | 5.38% | 5.75% | 5.75% | 5.75% | |||||||||||||||||||||||||||||||
Initial borrowing capacity | 450 | ||||||||||||||||||||||||||||||||||||
Revolving loans solely for future U.S. acquisitions | 250 | ||||||||||||||||||||||||||||||||||||
Maximum credit available | 700 | 100 | 150 | 30 | 21.3 | 28 | |||||||||||||||||||||||||||||||
Base rate of interest on loans | LIBOR | LIBOR | LIBOR | Bank of England Base Rate | 30-day Bill Rate | ||||||||||||||||||||||||||||||||
Line of credit basis spread on variable rate (as a percent) | 2.00% | 1.35% | 3.00% | 1.75% | 2.35% | ||||||||||||||||||||||||||||||||
Incremental interest rate for uncollateralized borrowings in excess of maximum limit (as a percent) | 1.50% | ||||||||||||||||||||||||||||||||||||
Balance outstanding under credit agreement | 0 | 88 | 54.8 | 37 | 10.5 | 15.6 | 60.5 | 0 | 170.5 | ||||||||||||||||||||||||||||
Repayment of term loan, quarterly installments | 1.5 | ||||||||||||||||||||||||||||||||||||
Frequency of principal repayments | Quarterly | ||||||||||||||||||||||||||||||||||||
Final payment due December 31, 2015 | 7.5 | ||||||||||||||||||||||||||||||||||||
Low end of interest rate, depending on UK subsidiaries ratios (as a percent) | 2.68% | ||||||||||||||||||||||||||||||||||||
High end of interest rate, depending on UK subsidiaries ratios (as a percent) | 4.33% | ||||||||||||||||||||||||||||||||||||
Debt issued | $300 | $550 | |||||||||||||||||||||||||||||||||||
Specified equity offerings, percentage of debt which may be redeemed | 40.00% | 40.00% | |||||||||||||||||||||||||||||||||||
Change of control, redemption price as a percentage of principal | 101.00% | 101.00% | |||||||||||||||||||||||||||||||||||
Sale of assets, redemption price as percentage of principal | 100.00% | 100.00% | |||||||||||||||||||||||||||||||||||
Domestic Subsidiaries ownership guaranteeing obligations (as a percent) | 100.00% | 100.00% |
Derivatives_and_Hedging_Detail
Derivatives and Hedging (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 |
Forward foreign exchange contracts | Level 2 | |||
Derivative | |||
Estimated asset of contracts designated as hedging instruments, fair value | $1.50 | $1.10 | |
Interest Rate Swap Agreements | Floating Rate Floor Plan Debt | |||
Derivative | |||
Increase in the weighted average interest rate on floor plan borrowings due to the swaps (as a percent) | 0.28% | ||
Interest Rate Swap Agreements | Floating Rate Floor Plan Debt | LIBOR portion | |||
Derivative | |||
Portion of floating rate floor plan debt fixed by swap agreements | 300 | ||
Interest rate swap, fixed (as a percent) | 2.14% | ||
Interest Rate Swap Agreements | Floating Rate Floor Plan Debt | Fixed rate portion | |||
Derivative | |||
Portion of floating rate floor plan debt fixed by swap agreements | $100 | ||
Interest rate swap, fixed (as a percent) | 1.55% |
Commitments_and_Contingent_Lia1
Commitments and Contingent Liabilities (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 |
Commitments and Contingent Liabilities | |
Lease period, minimum | 5 years |
Lease period, maximum | 20 years |
Loss Contingencies | |
Letters of credit outstanding | $22.90 |
Surety bonds posted | 14.3 |
Holdings | Holdings Bond | |
Loss Contingencies | |
Senior unsecured notes issued | 700 |
Senior subordinated convertible notes, interest rate (as a percent) | 3.80% |
Penske Truck Leasing Co., L.P. | |
Loss Contingencies | |
Ownership interest in Penske Truck Leasing Co (as a percent) | 9.00% |
Mitsui and Co | |
Loss Contingencies | |
Ownership interest in Penske Truck Leasing Co (as a percent) | 20.00% |
Purchase of ownership interest | 20.00% |
Penske Corporation | |
Loss Contingencies | |
Ownership interest in Penske Truck Leasing Co (as a percent) | 41.10% |
GECC | |
Loss Contingencies | |
Ownership interest in Penske Truck Leasing Co (as a percent) | 29.90% |
Guarantee of Indebtedness of Others | GECC | |
Loss Contingencies | |
Percentage of interest agreed to indemnify if GECC required to make any payments of principal or interest | 9.00% |
Annual fee pay for acting as co-obligor | 0.95 |
Value of interest payments included in maximum amount of Company's potential obligations | $63.10 |
Equity_Details
Equity (Details) (USD $) | 3 Months Ended |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 |
Stock Repurchase Period | |
Repurchase of common stock | $14 |
Amount authorized to be repurchased | 136 |
Share Repurchase Program | |
Stock Repurchase Period | |
Repurchased shares | 283,000 |
Repurchase of common stock | $14 |
Repurchased shares, average price (in dollars per share) | $49.25 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income/(Loss) (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Changes in accumulated other comprehensive income (loss) by component | ||
Balance at the beginning of the period | ($53.30) | $11.60 |
Other comprehensive income (loss) before reclassifications | -54.5 | 5.3 |
Amounts reclassified from accumulated other comprehensive income - net of tax | 1.1 | |
Net current-period other comprehensive income (loss) | -54.5 | 6.4 |
Balance at the end of the period | -107.8 | 18 |
Foreign Currency Translation | ||
Changes in accumulated other comprehensive income (loss) by component | ||
Balance at the beginning of the period | -51.7 | 11.4 |
Other comprehensive income (loss) before reclassifications | -52.2 | 9.5 |
Net current-period other comprehensive income (loss) | -52.2 | 9.5 |
Balance at the end of the period | -103.9 | 20.9 |
Other | ||
Changes in accumulated other comprehensive income (loss) by component | ||
Balance at the beginning of the period | -1.6 | 0.2 |
Other comprehensive income (loss) before reclassifications | -2.3 | -4.2 |
Amounts reclassified from accumulated other comprehensive income - net of tax | 1.1 | |
Net current-period other comprehensive income (loss) | -2.3 | -3.1 |
Balance at the end of the period | ($3.90) | ($2.90) |
Segment_Information_Details
Segment Information (Details) | 3 Months Ended |
Mar. 31, 2015 | |
item | |
Segment Information | |
Number of reportable Segments | 3 |
Number of geographic operating segments | 4 |
Segment_Information_Details_2
Segment Information (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Revenues and segment income by reportable segment | |||
Revenue | $4,471.10 | $4,015.20 | $16,600 |
Segment income | 115.9 | 102.3 | |
Intersegment Elimination | |||
Revenues and segment income by reportable segment | |||
Revenue | -0.3 | -0.7 | |
Retail Automotive | Operating segments | |||
Revenues and segment income by reportable segment | |||
Revenue | 4,175 | 3,919.20 | |
Segment income | 103.1 | 93.9 | |
Retail Commercial Truck Dealership | Operating segments | |||
Revenues and segment income by reportable segment | |||
Revenue | 192.7 | ||
Segment income | 7.4 | 0.6 | |
Other | Operating segments | |||
Revenues and segment income by reportable segment | |||
Revenue | 103.7 | 96.7 | |
Segment income | $5.40 | $7.80 |
Condensed_Consolidating_Financ2
Condensed Consolidating Financial Information (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2012 | Nov. 30, 2014 |
In Millions, unless otherwise specified | ||||||
Condensed consolidating balance sheet | ||||||
Cash and cash equivalents | $66.80 | $36.30 | $55.10 | $50.30 | ||
Accounts receivable, net | 746.4 | 701.4 | ||||
Inventories | 2,885.70 | 2,819.20 | ||||
Other current assets | 106.7 | 124.7 | ||||
Assets held for sale | 62.2 | 186.1 | ||||
Total current assets | 3,867.80 | 3,867.70 | ||||
Property and equipment, net | 1,326.60 | 1,328.80 | ||||
Intangible assets | 1,657.70 | 1,652.50 | ||||
Equity method investments | 350.9 | 352.8 | ||||
Other long-term assets | 24.6 | 26.4 | ||||
Total assets | 7,227.60 | 7,228.20 | ||||
Floor plan notes payable | 1,915.80 | 1,812.60 | ||||
Floor plan notes payable - non-trade | 1,021.50 | 920.5 | ||||
Accounts payable | 454.1 | 417.6 | ||||
Accrued expenses | 342.9 | 310.3 | ||||
Current portion of long-term debt | 34.5 | 36.6 | ||||
Liabilities held for sale | 43.3 | 132.7 | ||||
Total current liabilities | 3,812.10 | 3,630.30 | ||||
Long-term debt | 1,174.10 | 1,316 | ||||
Deferred tax liabilities | 385 | 409.9 | ||||
Other long-term liabilities | 185 | 190.8 | ||||
Total liabilities | 5,556.20 | 5,547 | ||||
Total equity | 1,671.40 | 1,681.20 | ||||
Total liabilities and equity | 7,227.60 | 7,228.20 | ||||
5.75% senior subordinated notes due 2022 | ||||||
Condensed consolidating balance sheet | ||||||
Interest rate (as a percent) | 5.75% | 5.75% | 5.75% | |||
Domestic Subsidiaries ownership guaranteeing obligations (as a percent) | 100.00% | |||||
5.375% senior subordinated notes due 2024 | ||||||
Condensed consolidating balance sheet | ||||||
Interest rate (as a percent) | 5.38% | 5.38% | 5.38% | |||
Domestic Subsidiaries ownership guaranteeing obligations (as a percent) | 100.00% | |||||
Eliminations | ||||||
Condensed consolidating balance sheet | ||||||
Accounts receivable, net | -415 | -409.6 | ||||
Total current assets | -415 | -409.6 | ||||
Other long-term assets | -2,014.80 | -1,990.80 | ||||
Total assets | -2,429.80 | -2,400.40 | ||||
Accrued expenses | -415 | -409.6 | ||||
Total current liabilities | -415 | -409.6 | ||||
Long-term debt | -274.2 | -247 | ||||
Total liabilities | -689.2 | -656.6 | ||||
Total equity | -1,740.60 | -1,743.80 | ||||
Total liabilities and equity | -2,429.80 | -2,400.40 | ||||
Reportable legal entities | Penske Automotive Group | ||||||
Condensed consolidating balance sheet | ||||||
Accounts receivable, net | 415 | 409.6 | ||||
Other current assets | 5.3 | 4.5 | ||||
Total current assets | 420.3 | 414.1 | ||||
Property and equipment, net | 4.5 | 4.3 | ||||
Equity method investments | 288.1 | 285.5 | ||||
Other long-term assets | 2,031.40 | 2,005 | ||||
Total assets | 2,744.30 | 2,708.90 | ||||
Floor plan notes payable - non-trade | 131.8 | 86.8 | ||||
Accounts payable | 2.2 | 2.9 | ||||
Accrued expenses | 0.9 | |||||
Total current liabilities | 134.9 | 89.7 | ||||
Long-term debt | 938 | 938 | ||||
Total liabilities | 1,072.90 | 1,027.70 | ||||
Total equity | 1,671.40 | 1,681.20 | ||||
Total liabilities and equity | 2,744.30 | 2,708.90 | ||||
Reportable legal entities | Guarantor Subsidiaries | ||||||
Condensed consolidating balance sheet | ||||||
Cash and cash equivalents | 7.9 | 13.1 | ||||
Accounts receivable, net | 364.2 | 392.6 | ||||
Inventories | 1,488.40 | 1,481.50 | ||||
Other current assets | 27.4 | 58.3 | ||||
Assets held for sale | 28.2 | 150.4 | ||||
Total current assets | 1,908.20 | 2,082.80 | ||||
Property and equipment, net | 761.7 | 754.6 | ||||
Intangible assets | 834.2 | 818.4 | ||||
Other long-term assets | 2.4 | 4.4 | ||||
Total assets | 3,506.50 | 3,660.20 | ||||
Floor plan notes payable | 1,089.80 | 1,102 | ||||
Floor plan notes payable - non-trade | 389 | 398.1 | ||||
Accounts payable | 149.1 | 208.3 | ||||
Accrued expenses | 162.9 | 123.3 | ||||
Current portion of long-term debt | 6.9 | 4.6 | ||||
Liabilities held for sale | 17.8 | 105.9 | ||||
Total current liabilities | 1,815.50 | 1,942.20 | ||||
Long-term debt | 112.6 | 116.1 | ||||
Deferred tax liabilities | 362 | 385.6 | ||||
Other long-term liabilities | 67.5 | 66.9 | ||||
Total liabilities | 2,357.60 | 2,510.80 | ||||
Total equity | 1,148.90 | 1,149.40 | ||||
Total liabilities and equity | 3,506.50 | 3,660.20 | ||||
Reportable legal entities | Non-Guarantor Subsidiaries | ||||||
Condensed consolidating balance sheet | ||||||
Cash and cash equivalents | 66.8 | 36.3 | 47.2 | 37.2 | ||
Accounts receivable, net | 382.2 | 308.8 | ||||
Inventories | 1,397.30 | 1,337.70 | ||||
Other current assets | 74 | 61.9 | ||||
Assets held for sale | 34 | 35.7 | ||||
Total current assets | 1,954.30 | 1,780.40 | ||||
Property and equipment, net | 560.4 | 569.9 | ||||
Intangible assets | 823.5 | 834.1 | ||||
Equity method investments | 62.8 | 67.3 | ||||
Other long-term assets | 5.6 | 7.8 | ||||
Total assets | 3,406.60 | 3,259.50 | ||||
Floor plan notes payable | 826 | 710.6 | ||||
Floor plan notes payable - non-trade | 500.7 | 435.6 | ||||
Accounts payable | 302.8 | 206.4 | ||||
Accrued expenses | 594.1 | 596.6 | ||||
Current portion of long-term debt | 27.6 | 32 | ||||
Liabilities held for sale | 25.5 | 26.8 | ||||
Total current liabilities | 2,276.70 | 2,008 | ||||
Long-term debt | 397.7 | 508.9 | ||||
Deferred tax liabilities | 23 | 24.3 | ||||
Other long-term liabilities | 117.5 | 123.9 | ||||
Total liabilities | 2,814.90 | 2,665.10 | ||||
Total equity | 591.7 | 594.4 | ||||
Total liabilities and equity | $3,406.60 | $3,259.50 |
Condensed_Consolidating_Financ3
Condensed Consolidating Financial Information (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Condensed consolidating statement of income | |||
Revenue | $4,471.10 | $4,015.20 | $16,600 |
Cost of sales | 3,782.40 | 3,401.20 | |
Gross profit | 688.7 | 614 | |
Selling, general and administrative expenses | 534.5 | 477.2 | |
Depreciation | 18.6 | 16.1 | |
Operating income | 135.6 | 120.7 | |
Floor plan interest expense | -10.1 | -11.1 | |
Other interest expense | -16.3 | -12.4 | |
Equity in earnings of affiliates | 6.7 | 5.1 | |
Income from continuing operations before income taxes | 115.9 | 102.3 | |
Income taxes | -38.8 | -34.7 | |
Income from continuing operations | 77.1 | 67.6 | |
(Loss) income from discontinued operations, net of tax | -1.2 | 0.3 | |
Net income | 75.9 | 67.9 | |
Other comprehensive income (loss), net of taxes | -55.1 | 6.2 | |
Comprehensive income | 20.8 | 74.1 | |
Less: Comprehensive income attributable to the non-controlling interests | 0.1 | 0.2 | |
Comprehensive income attributable to Penske Automotive Group common stockholders | 20.7 | 73.9 | |
Eliminations | |||
Condensed consolidating statement of income | |||
Equity in earnings of subsidiaries | -127 | -113.4 | |
Income from continuing operations before income taxes | -127 | -113.4 | |
Income taxes | 42.8 | 38.6 | |
Income from continuing operations | -84.2 | -74.8 | |
(Loss) income from discontinued operations, net of tax | 1.2 | -0.3 | |
Net income | -83 | -75.1 | |
Other comprehensive income (loss), net of taxes | 52.3 | -6.8 | |
Comprehensive income | -30.7 | -81.9 | |
Less: Comprehensive income attributable to the non-controlling interests | 0.6 | 0.2 | |
Comprehensive income attributable to Penske Automotive Group common stockholders | -31.3 | -82.1 | |
Reportable legal entities | Penske Automotive Group | |||
Condensed consolidating statement of income | |||
Selling, general and administrative expenses | 6.7 | 5.8 | |
Depreciation | 0.4 | 0.3 | |
Operating income | -7.1 | -6.1 | |
Floor plan interest expense | -0.7 | -2.4 | |
Other interest expense | -9.8 | -7.1 | |
Equity in earnings of affiliates | 5.8 | 4.2 | |
Equity in earnings of subsidiaries | 127 | 113.4 | |
Income from continuing operations before income taxes | 115.2 | 102 | |
Income taxes | -38.8 | -34.8 | |
Income from continuing operations | 76.4 | 67.2 | |
(Loss) income from discontinued operations, net of tax | -1.2 | 0.3 | |
Net income | 75.2 | 67.5 | |
Other comprehensive income (loss), net of taxes | -55.1 | 6.2 | |
Comprehensive income | 20.1 | 73.7 | |
Less: Comprehensive income attributable to the non-controlling interests | -0.6 | -0.2 | |
Comprehensive income attributable to Penske Automotive Group common stockholders | 20.7 | 73.9 | |
Reportable legal entities | Guarantor Subsidiaries | |||
Condensed consolidating statement of income | |||
Revenue | 2,348.30 | 2,157.80 | |
Cost of sales | 1,971.60 | 1,811 | |
Gross profit | 376.7 | 346.8 | |
Selling, general and administrative expenses | 293.2 | 277.4 | |
Depreciation | 10.2 | 8.9 | |
Operating income | 73.3 | 60.5 | |
Floor plan interest expense | -5.2 | -5 | |
Other interest expense | -1.3 | -0.5 | |
Income from continuing operations before income taxes | 66.8 | 55 | |
Income taxes | -28.3 | -24.6 | |
Income from continuing operations | 38.5 | 30.4 | |
(Loss) income from discontinued operations, net of tax | -1.1 | 5.8 | |
Net income | 37.4 | 36.2 | |
Other comprehensive income (loss), net of taxes | -2.4 | ||
Comprehensive income | 37.4 | 33.8 | |
Comprehensive income attributable to Penske Automotive Group common stockholders | 37.4 | 33.8 | |
Reportable legal entities | Non-Guarantor Subsidiaries | |||
Condensed consolidating statement of income | |||
Revenue | 2,122.80 | 1,857.40 | |
Cost of sales | 1,810.80 | 1,590.20 | |
Gross profit | 312 | 267.2 | |
Selling, general and administrative expenses | 234.6 | 194 | |
Depreciation | 8 | 6.9 | |
Operating income | 69.4 | 66.3 | |
Floor plan interest expense | -4.2 | -3.7 | |
Other interest expense | -5.2 | -4.8 | |
Equity in earnings of affiliates | 0.9 | 0.9 | |
Income from continuing operations before income taxes | 60.9 | 58.7 | |
Income taxes | -14.5 | -13.9 | |
Income from continuing operations | 46.4 | 44.8 | |
(Loss) income from discontinued operations, net of tax | -0.1 | -5.5 | |
Net income | 46.3 | 39.3 | |
Other comprehensive income (loss), net of taxes | -52.3 | 9.2 | |
Comprehensive income | -6 | 48.5 | |
Less: Comprehensive income attributable to the non-controlling interests | 0.1 | 0.2 | |
Comprehensive income attributable to Penske Automotive Group common stockholders | ($6.10) | $48.30 |
Condensed_Consolidating_Financ4
Condensed Consolidating Financial Information (Details 3) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Condensed consolidating statement of cash flows | ||
Net cash provided by (used in) continuing operating activities | $193.60 | $132.50 |
Investing activities: | ||
Purchase of equipment and improvements | -33.6 | -39.8 |
Acquisitions, net | -86.4 | -81.8 |
Net cash used in continuing investing activities | -120 | -121.6 |
Financing activities: | ||
Net (repayments) borrowings of long-term debt | -139.3 | -26.3 |
Net borrowings (repayments) of floor plan notes payable - non-trade | 101 | 6.8 |
Payment of deferred financing fees | -1.2 | |
Repurchases of common stock | -14 | |
Dividends | -19.9 | -16.2 |
Net cash used in continuing financing activities | -73.4 | -35.7 |
Net cash provided by discontinued operations | 33.4 | 29.6 |
Effect of exchange rate changes on cash and cash equivalents | -3.1 | |
Net change in cash and cash equivalents | 30.5 | 4.8 |
Cash and cash equivalents, beginning of period | 36.3 | 50.3 |
Cash and cash equivalents, end of period | 66.8 | 55.1 |
Reportable legal entities | Penske Automotive Group | ||
Condensed consolidating statement of cash flows | ||
Net cash provided by (used in) continuing operating activities | -10.6 | 9.7 |
Investing activities: | ||
Purchase of equipment and improvements | -0.5 | -0.3 |
Net cash used in continuing investing activities | -0.5 | -0.3 |
Financing activities: | ||
Net (repayments) borrowings of long-term debt | 10 | |
Net borrowings (repayments) of floor plan notes payable - non-trade | 45 | -3.2 |
Repurchases of common stock | -14 | |
Dividends | -19.9 | -16.2 |
Net cash used in continuing financing activities | 11.1 | -9.4 |
Reportable legal entities | Guarantor Subsidiaries | ||
Condensed consolidating statement of cash flows | ||
Net cash provided by (used in) continuing operating activities | 17.1 | 109.8 |
Investing activities: | ||
Purchase of equipment and improvements | -19.2 | -28 |
Acquisitions, net | -21.7 | -80 |
Net cash used in continuing investing activities | -40.9 | -108 |
Financing activities: | ||
Net (repayments) borrowings of long-term debt | -1.3 | -5.3 |
Net borrowings (repayments) of floor plan notes payable - non-trade | -9.1 | -29.4 |
Distributions from (to) parent | 1.2 | 0.5 |
Net cash used in continuing financing activities | -9.2 | -34.2 |
Net cash provided by discontinued operations | 33 | 27.2 |
Net change in cash and cash equivalents | -5.2 | |
Cash and cash equivalents, beginning of period | 13.1 | |
Cash and cash equivalents, end of period | 7.9 | |
Reportable legal entities | Non-Guarantor Subsidiaries | ||
Condensed consolidating statement of cash flows | ||
Net cash provided by (used in) continuing operating activities | 187.1 | 13 |
Investing activities: | ||
Purchase of equipment and improvements | -13.9 | -11.5 |
Acquisitions, net | -64.7 | -1.8 |
Net cash used in continuing investing activities | -78.6 | -13.3 |
Financing activities: | ||
Net (repayments) borrowings of long-term debt | -138 | -31 |
Net borrowings (repayments) of floor plan notes payable - non-trade | 65.1 | 39.4 |
Payment of deferred financing fees | -1.2 | |
Distributions from (to) parent | -1.2 | -0.5 |
Net cash used in continuing financing activities | -75.3 | 7.9 |
Net cash provided by discontinued operations | 0.4 | 2.4 |
Effect of exchange rate changes on cash and cash equivalents | -3.1 | |
Net change in cash and cash equivalents | 30.5 | 10 |
Cash and cash equivalents, beginning of period | 36.3 | 37.2 |
Cash and cash equivalents, end of period | $66.80 | $47.20 |