Basis of Presentation | Basis of Presentation A. Spin-off On April 9, 2014 , the board of directors of Automatic Data Processing, Inc. (“ADP”) approved the spin-off of the Dealer Services business of ADP. On September 30, 2014 , the spin-off became effective and ADP distributed 100% of the common stock of CDK Global, Inc. (the "Company" or "CDK") to the holders of record of ADP's common stock as of September 24, 2014 (the "spin-off"). Concurrent with the spin-off, the Company and ADP entered into several agreements providing for transition services and governing relationships between the Company and ADP. Refer to Notes 8 and 12 for further information. B. Description of Business The Company is a global provider of integrated technology solutions to the information technology and marketing/advertising markets of the automotive retail industry. The Company’s solutions enable automotive retailers and original equipment manufacturers (“OEMs”) to better manage, analyze, and grow their businesses. The Company classifies its operations into the following reportable segments: Automotive Retail North America, Automotive Retail International, and Digital Marketing. In addition, the Company has an “Other” segment, the primary components of which are corporate allocations and other expenses not recorded in the segment results. Refer to Note 13 for further information. C. Basis of Preparation The financial statements presented herein represent (i) the results of operations for the three months and six months ended December 31, 2015 and the three months ended December 31, 2014 and the balance sheets as of December 31, 2015 and June 30, 2015 with the Company reporting as a separate publicly-traded company (referred to as "consolidated financial statements") and (ii) the results of operations for the six months ended December 31, 2014 , which includes the period prior to the spin-off when the Company was a wholly owned subsidiary of ADP (referred to as "combined financial statements"). Throughout this Quarterly Report on Form 10-Q when we refer to the "financial statements," we are referring to the "condensed consolidated and combined financial statements," unless the context indicates otherwise. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect assets, liabilities, revenues, and expenses that are reported in the accompanying financial statements and footnotes thereto. Actual results may differ from those estimates. These financial statements present the consolidated and combined financial position and results of operations of the Company, which was under common control and common management by ADP until the spin-off. The historical financial results in the accompanying financial statements presented may not be indicative of the results that would have been achieved had the Company operated as a separate, stand-alone entity. The accompanying financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods. Interim financial results are not necessarily indicative of financial results for a full year. The financial statements in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated and combined financial statements and related notes of the Company as of and for the fiscal year ended June 30, 2015 included in the Annual Report on Form 10-K. Prior to the spin-off, the financial statements in this Quarterly Report on Form 10-Q included costs for facilities, functions, and services used by the Company at shared ADP sites and costs for certain functions and services performed by centralized ADP organizations and directly charged to the Company based on revenue and headcount. Following the spin-off, the Company performs these functions using internal resources or purchased services, certain of which were provided by ADP during a transitional period that ended September 30, 2015 pursuant to the transition services agreement. Refer to Note 12 for further information on agreements entered into with ADP as a result of the spin-off. The expenses allocated to the Company for these services are not necessarily indicative of the expenses that would have been incurred if the Company had been a separate, independent entity and had otherwise managed these functions. The Company’s financial statements include the following transactions with ADP or its affiliates: Separation Costs. The financial statements of the Company include certain incremental costs that are directly attributable to the spin-off. Prior to the spin-off, separation costs were paid by ADP and allocated to the Company. These costs were related to professional services and amounted to $3.3 million and $34.0 million for the three and six months ended December 31, 2014 , respectively. The Company did not incur any separation costs during the three and six months ended December 31, 2015 . Overhead Expenses. Prior to the spin-off, the financial statements of the Company included an allocation of certain general expenses of ADP and its affiliates, which were in support of the Company, including departmental costs for travel, procurement, treasury, tax, internal audit, risk management, real estate, benefits, and other corporate and infrastructure costs. The Company was allocated overhead costs related to ADP's shared functions of $7.1 million for the three and six months ended December 31, 2014 . The Company was not allocated any overhead costs related to ADP's shared functions during the three and six months ended December 31, 2015 . These costs were reported in selling, general, and administrative expenses on the consolidated and combined statements of operations. These allocations were based on a variety of factors. The allocation of the travel department costs was based on the estimated percentage of travel directly related to the Company. The allocation of benefits was based on the approximate benefit claims or payroll costs directly related to the Company as compared to ADP’s total claims and payroll costs. The allocation of real estate management costs was based on the estimated percentage of square footage of facilities for the Company's business that was managed by the ADP corporate real estate department in relation to ADP’s total managed facilities. All other allocations were based on an estimated percentage of support staff time or system utilization in comparison to ADP as a whole. Management believes that these allocations were made on a reasonable basis. Royalty Fees. Prior to the spin-off, the financial statements included a trademark royalty fee charged by ADP to the Company based on revenues for licensing fees associated with the use of the ADP trademark. The Company was charged trademark royalty fees of $5.7 million for the three and six months ended December 31, 2014 . The Company was not charged trademark royalty fees for the three and six months ended December 31, 2015 . These charges were included in selling, general, and administrative expenses on the consolidated and combined statements of operations. Management believes that these allocations were made on a reasonable basis. Services Received from Affiliated Companies. Prior to the spin-off, certain systems development functions were outsourced to an ADP shared services facility located in India. This facility provided services to the Company as well as to other ADP affiliates. The Company purchased services from this facility of $5.5 million for the three and six months ended December 31, 2014 . These functions were no longer outsourced to an ADP shared services facility for the three and six months ended December 31, 2015 . The charge for these services was included within cost of revenues on the consolidated and combined statements of operations. Notes Receivable from ADP and its Affiliates and Notes Payable to ADP and its Affiliates. Prior to the spin-off, notes receivable from ADP and its affiliates and notes payable to ADP and its affiliates were settled; therefore, there were no outstanding notes receivable from or payable to ADP and its affiliates in the accompanying consolidated balance sheets as of December 31, 2015 and June 30, 2015 . Interest income on notes receivable from ADP and its affiliates was $0.2 million for the three and six months ended December 31, 2014 . The Company recorded interest income on notes receivable from ADP and its affiliates within other income, net on the consolidated and combined statements of operations. Interest expense on notes payable to ADP and its affiliates was $0.2 million for the three and six months ended December 31, 2014 . The Company recorded interest expense on notes payable to ADP and its affiliates within interest expense on the consolidated and combined statements of operations. There was no interest income or interest expense under similar arrangements for the three and six months ended December 31, 2015 . Other Services. Prior to the spin-off, the Company received other services from ADP and its affiliates (e.g., payroll processing services). The Company was charged primarily at a fixed rate per employee per month for such payroll processing services. Expenses incurred for such services were $0.4 million for the three and six months ended December 31, 2014 . The Company did not incur expenses for such services during the three and six months ended December 31, 2015 . These expenses were included in selling, general, and administrative expenses on the consolidated and combined statements of operations. D. Financial Statement Revisions During the fiscal year ended June 30, 2015, the Company elected to make revisions to previously reported results of operations, financial condition, and cash flows as discussed below. The Company previously reported the revisions in its Quarterly Report on Form 10-Q for the three and nine months ended March 31, 2015 and its Registration Statement on Form S-4 and included the effects of the revisions in the quarterly financial results included in its Annual Report on Form 10-K for the year ended June 30, 2015. The nature of the revisions discussed below is consistent with the revisions reflected in those financial statements. The Company previously reported the condensed consolidated and combined results of operations and comprehensive income for the three and six months ended December 31, 2014 and cash flows for the six months ended December 31, 2014 in its Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2014 . The Company assessed the materiality of the misstatements discussed below on prior period financial statements and concluded that while such revisions are immaterial to the condensed consolidated and combined results of operations and comprehensive income for the three and six months ended December 31, 2014 and cash flows for the six months ended December 31, 2014 , the condensed consolidated and combined financial statements should be revised to provide greater comparability to the financial statements for the periods occurring after the spin-off. Historically, leases of certain hardware components included within Dealer Management Systems ("DMS") and integrated solutions were accounted for as operating leases and revenues were recognized in accordance with Accounting Standards Codification ("ASC") 840, "Leases." The Company has now determined that these hardware components should be reported as sales-type leases in accordance with ASC 840, "Leases." In accordance with sales-type lease accounting, revenues for leased hardware are recognized upon installation and receivables are recorded based on the present value of the minimum lease payments at the beginning of the lease term. The Company's consolidated and combined financial statements have been revised to reflect sales-type lease accounting for these hardware components as well as the related income tax effects. This revision impacted the Automotive Retail North America and Automotive Retail International segments and is immaterial. Segment revenues and earnings before income taxes in Note 13 for the three and six months ended December 31, 2014 include the effects of this revision. The Company revised the presentation of the noncontrolling interest ("NCI") in CVR to comply with ASC 810, "Consolidations." Accordingly, earnings, comprehensive income, and net assets in CVR which are not attributable to the Company have been separately presented within the consolidated and combined financial statements. Historically, the NCI in CVR's earnings was included within selling, general, and administrative expenses in the consolidated and combined statements of operations, and the NCI in CVR's net assets was included within other liabilities in the consolidated and combined balance sheets. This revision impacted the Automotive Retail North America segment, and earnings before income taxes in Note 13 for the three and six months ended December 31, 2014 reflects this revision. The Company revised the classification of net transactions of parent company investment from investing activities to financing activities in the consolidated and combined statement of cash flows for the six months ended December 31, 2014 due to the fact that amounts due to and from ADP were presented as parent company's net investment within equity on the balance sheet. The following are selected line items from the Company's consolidated and combined financial statements illustrating the effect of these immaterial revisions: Condensed Consolidated and Combined Statements of Operations Three Months Ended December 31, 2014 Adjustments As Reported Hardware NCI As Revised Revenues $ 521.2 $ (4.2 ) $ — $ 517.0 Cost of revenues 326.9 (3.6 ) — 323.3 Selling, general and administrative 107.8 0.1 (2.0 ) 105.9 Total expenses 438.0 (3.5 ) (2.0 ) 432.5 Operating earnings 83.2 (0.7 ) 2.0 84.5 Other income, net 1.0 0.6 — 1.6 Earnings before income taxes 75.2 (0.1 ) 2.0 77.1 Net earnings 42.5 (0.1 ) 2.0 44.4 Less: net earnings attributable to noncontrolling interest — — 2.0 2.0 Net earnings attributable to CDK $ 42.5 $ (0.1 ) $ — $ 42.4 Basic earnings attributable to CDK per share $ 0.26 $ — $ — $ 0.26 Diluted earnings attributable to CDK per share $ 0.26 $ — $ — $ 0.26 Six Months Ended December 31, 2014 Adjustments As Reported Hardware NCI As Revised Revenues $ 1,037.2 $ (3.2 ) $ — $ 1,034.0 Cost of revenues 636.7 (1.9 ) — 634.8 Selling, general and administrative 220.2 0.2 (4.0 ) 216.4 Total expenses 890.9 (1.7 ) (4.0 ) 885.2 Operating earnings 146.3 (1.5 ) 4.0 148.8 Other income, net 1.7 1.2 — 2.9 Earnings before income taxes 137.9 (0.3 ) 4.0 141.6 Provision for income taxes (56.3 ) 0.1 — (56.2 ) Net earnings 81.6 (0.2 ) 4.0 85.4 Less: net earnings attributable to noncontrolling interest — — 4.0 4.0 Net earnings attributable to CDK $ 81.6 $ (0.2 ) $ — $ 81.4 Basic earnings attributable to CDK per share $ 0.51 $ — $ — $ 0.51 Diluted earnings attributable to CDK per share $ 0.51 $ — $ — $ 0.50 Condensed Consolidated and Combined Statements of Comprehensive Income Three Months Ended December 31, 2014 Adjustments As Reported Hardware NCI As Revised Net earnings $ 42.5 $ (0.1 ) $ 2.0 $ 44.4 Other comprehensive loss: Currency translation adjustments (19.4 ) (0.1 ) — (19.5 ) Other comprehensive loss (19.4 ) (0.1 ) — (19.5 ) Comprehensive income 23.1 (0.2 ) 2.0 24.9 Less: comprehensive income attributable to noncontrolling interest — — 2.0 2.0 Comprehensive income attributable to CDK $ 23.1 $ (0.2 ) $ — $ 22.9 Six Months Ended December 31, 2014 Adjustments As Reported Hardware NCI As Revised Net earnings $ 81.6 $ (0.2 ) $ 4.0 $ 85.4 Other comprehensive loss: Currency translation adjustments (16.8 ) (0.1 ) — (16.9 ) Other comprehensive loss (16.8 ) (0.1 ) — (16.9 ) Comprehensive income 64.8 (0.3 ) 4.0 68.5 Less: comprehensive income attributable to noncontrolling interest — — 4.0 4.0 Comprehensive income attributable to CDK $ 64.8 $ (0.3 ) $ — $ 64.5 Condensed Consolidated and Combined Statement of Cash Flows Six Months Ended December 31, 2014 Adjustments As Reported Hardware NCI Parent Investment As Revised Cash Flows from Operating Activities: Net earnings $ 81.6 $ (0.2 ) $ 4.0 — $ 85.4 Adjustments to reconcile net earnings to cash flows provided by operating activities: Depreciation and amortization 51.7 (8.3 ) — — 43.4 Deferred income taxes 2.4 (0.1 ) — — 2.3 Other (1.7 ) (0.2 ) (4.0 ) — (5.9 ) Changes in operating assets and liabilities, net of effects from acquisitions and divestitures of businesses: Increase in accounts receivable (27.5 ) (0.2 ) — — (27.7 ) (Increase)/decrease in other assets (21.0 ) 3.0 — — (18.0 ) (Decrease)/increase in accrued expenses and other liabilities 7.1 (0.7 ) 5.4 — 11.8 Net cash flows provided by/(used in) operating activities 106.3 (6.7 ) 5.4 — 105.0 Cash Flows from Investing Activities: Capital expenditures (21.2 ) 6.7 — — (14.5 ) Net transactions of parent company investment (240.8 ) — — 240.8 — Net cash flows (used in)/provided by investing activities (222.5 ) 6.7 — 240.8 25.0 Cash Flows from Financing Activities: Net transactions of parent company investment — — — (240.8 ) (240.8 ) Dividend payment to noncontrolling owners — — (5.4 ) — (5.4 ) Net cash flows provided by/(used in) financing activities 131.5 — (5.4 ) (240.8 ) (114.7 ) E. Spin-off Common Stock Issued During the three months ended September 30, 2015, the Company became aware that 1.0 million shares of common stock were inadvertently issued and distributed to ADP at the spin-off with respect to certain unvested ADP equity awards. The Company previously reported that 160.6 million shares were issued in connection with the spin-off, which was overstated by 1.0 million shares. In addition, dividends paid to stockholders in fiscal 2015 were overstated by $0.4 million . The Company assessed the materiality and concluded that the impact was not material to previously reported results of operations, financial condition, or cash flows. During the three months ended September 30, 2015, the Company and ADP took corrective action to cancel the 1.0 million shares of common stock effective as of September 30, 2014 and the Company recovered the $0.4 million of cumulative dividends paid on such shares, thereby increasing the Company's retained earnings. The effects of these adjustments were reflected in the accompanying financial statements for the three and six months ended December 31, 2015 . F. Significant Accounting Policies Revenue Recognition. Revenues are generated from software licenses, hosting arrangements, hardware sales and leases, support and maintenance, professional services, advertising, and digital marketing, as well as certain transactional services. The Company recognizes software related revenue (on-site) in accordance with the provisions of ASC 985-605, “Software-Revenue Recognition,” and non-software related revenues, upfront hardware sales, and software delivered under a hosted model in accordance with ASC 605, "Revenue Recognition." In general, revenue is recognized when all of the following criteria have been met: • persuasive evidence of an arrangement exists; • delivery has occurred or services have been rendered; • fees are fixed or determinable; and • collection of the revenue is reasonably assured. The following are the Company’s major components of revenue: • Bundled sales of DMS and integrated solutions. In the Automotive Retail North America and Automotive Retail International segments, the Company receives fees for product installation, fees for software licenses, ongoing software support and maintenance of DMS, and other integrated solutions that are either hosted by the Company or installed on-site at the client’s location. Revenues for term licenses are recognized ratably over the software license term, as vendor-specific objective evidence of the fair values of the individual elements in the sales arrangement does not exist. Revenue recognition commences at the installation dates, when client acceptance has occurred, and collectability of a determinable amount is probable. In the case of hosted applications, the client does not have the contractual right to take possession of the software and the items delivered at the outset of the contract (e.g., installation, training, etc.) do not have value to the client without the software license and ongoing support and maintenance. Any upfront fees charged in the case of hosted arrangements are recognized ratably over the expected benefit period of the arrangement, typically five years . The unrecognized portion of these revenue elements is recorded as deferred revenue. The Company also offers various hardware elements in connection with DMS and integrated solution sales, which in some instances are considered sales-type leases under ASC 840, "Leases." Revenues related to leased hardware are recognized upon installation and receivables are recorded based on the present value of the minimum lease payments at the beginning of the lease term. Effective July 1, 2015, for new arrangements, the Company offers hardware on a service basis, meaning no specific assets are identified or a substantive right of substitution exists. Hardware service revenues are recognized over the life of the arrangements. As a result, the legacy portfolio of sales-type lease receivables is expected to decline over time. • Transactional revenues. The Company receives revenues on a fee per transaction processed basis in connection with providing auto retailers interfaces with third parties to process credit reports, vehicle registrations, data updates, and automotive equity mining. Transactional revenues are recorded in accordance with ASC 605, "Revenue Recognition." Delivery occurs at the time the services are rendered. Transactional revenues are recorded in revenues gross of costs incurred for credit report processing, vehicle registrations, and automotive equity mining as the Company is contractually responsible for providing the service, software, and/or connectivity to the clients, and therefore, the Company is the primary obligor under ASC 605, "Revenue Recognition." • Digital Marketing services. The Company receives revenues from the placement of advertising for clients and providing websites and related advertising and marketing services. Digital marketing revenues are recorded in accordance with ASC 605, "Revenue Recognition" as delivery occurs at the time the services are rendered. Taxes collected from customers and remitted to governmental authorities are presented on a net basis; that is, such taxes are excluded from revenues. Deferred Costs. Costs to deliver services are expensed to cost of revenues as incurred with the exception of specific costs directly related to transition or installation activities, including the payroll-related costs for the Company's implementation and training teams, as well as commission costs for the sale. These costs are deferred and expensed proportionately over the same period that the deferred revenues are recognized as revenues. Deferred amounts are monitored regularly to ensure appropriate asset and expense recognition. Current deferred costs classified within other current assets on the consolidated balance sheets were $102.7 million and $105.3 million as of December 31, 2015 and June 30, 2015 , respectively. Long-term deferred costs classified within other assets on the consolidated balance sheets were $138.7 million and $144.7 million as of December 31, 2015 and June 30, 2015 , respectively. Computer Software to be Sold, Leased, or Otherwise Marketed. The Company's policy provides for the capitalization of certain costs of computer software to be sold, leased, or otherwise marketed. The Company's policy provides for the capitalization of all software production costs upon reaching technological feasibility for a specific product. Technological feasibility is attained when software products have a completed working model whose consistency with the overall product design has been confirmed by testing. Costs incurred prior to the establishment of technological feasibility are expensed as incurred. The establishment of technological feasibility requires judgment by management and in many instances is only attained a short time prior to the general release of the software. Maintenance-related costs are expensed as incurred. Pursuant to this policy, the Company recognized expenses of $39.1 million and $41.7 million for the three months ended December 31, 2015 and 2014 , respectively, and $78.6 million and $83.9 million for the six months ended December 31, 2015 and 2014 , respectively. These expenses were classified within cost of revenues on the consolidated and combined statements of operations. Stock-Based Compensation. Certain employees (a) have been granted stock options to purchase shares of the Company’s common stock and (b) have been granted restricted stock or restricted stock units under which shares of the Company's common stock vest based on the passage of time or achievement of performance conditions. The Company recognizes stock-based compensation expense in net earnings based on the fair value of the award on the date of the grant. The Company determines the fair value of stock options issued using a binomial option pricing model. The binomial option-pricing model considers a range of assumptions related to volatility, dividend yield, risk-free interest rate, and employee exercise behavior. Expected volatilities utilized in the binomial option pricing model are based on a combination of implied market volatilities and historical volatilities of peer companies. Similarly, the dividend yield is based on historical experience and expected future dividend payments. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The binomial option pricing model also incorporates exercise and forfeiture assumptions based on an analysis of historical data. The expected life of a stock option grant is derived from the output of the binomial model and represents the period of time that options granted are expected to be outstanding. The grant date fair value of restricted stock and restricted stock units that vest upon achievement of service conditions is based on the closing price of the Company's common stock on the date of grant. The Company also grants performance-based awards that vest over a performance period. Certain performance-based awards are further subject to adjustment (increase or decrease) based on a market condition defined as total shareholder return of the Company’s common stock compared to a peer group of companies. The fair value of performance-based awards subject to a market condition is determined using a Monte Carlo simulation model. The principal variable assumptions utilized in determining the grant date fair value of performance-based awards subject to a market condition include the risk-free rate, stock volatility, dividend yield, and correlations between the Company's stock price and the stock prices of the peer group of companies. Fair Value of Financial Instruments. The Company determines the fair value of financial instruments in accordance with accounting standards pertaining to fair value measurements. Such standards define fair value and establish a framework for measuring fair value in accordance with GAAP. Cash and cash equivalents, accounts receivable, other current assets, accounts payable, and other current liabilities are reflected in the consolidated balance sheets at cost, which approximates fair value due to the short-term nature of these instruments. The carrying value of the Company's term loan facilities (as described in Note 6), including accrued interest, approximates fair value based on the Company's current estimated incremental borrowing rate for similar types of arrangements. The approximate aggregate fair value of the Company's senior notes as of December 31, 2015 was $734.7 million based on quoted market prices for the same or similar instruments and the carrying value was $750.0 million . The term loan facilities and senior notes are considered Level 2 fair value measurements in the fair value hierarchy. |