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Interim Financial Statements (Policies) | 6 Months Ended
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Jun. 30, 2018
Interim Financial Statements. |
Basis of Presentation | Basis of Presentation The accompanying 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 (“U.S. GAAP”) have been condensed or omitted pursuant to the SEC rules and regulations. The information presented as of June 30, 2018 and December 31, 2017 and for the three and six month periods ended June 30, 2018 and 2017 is unaudited, but includes all adjustments which our management believes to be necessary for the fair presentation of results for the periods presented. 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, 2017, which are included as part of our Annual Report on Form 10-K.
Estimates | Estimates The preparation of financial statements in conformity with U.S. GAAP 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 that 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, and forward exchange contracts 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 current market interest rates for similar types of financial instruments (Level 2). A summary of our fixed rate debt is as follows:
|  | June 30, 2018 |  | December 31, 2017 |
|  | Carrying Value |  | Fair Value |  | Carrying Value |  | Fair Value |
3.75% senior subordinated notes due 2020 |  | $ | 297.2 |  | $ | 294.0 |  | $ | 296.5 |  | $ | 301.7 |
5.75% senior subordinated notes due 2022 |  |  | 546.4 |  |  | 559.6 |  |  | 545.9 |  |  | 562.3 |
5.375% senior subordinated notes due 2024 |  |  | 297.4 |  |  | 292.8 |  |  | 297.2 |  |  | 300.2 |
5.50% senior subordinated notes due 2026 |  |  | 494.7 |  |  | 484.9 |  |  | 494.4 |  |  | 505.0 |
Mortgage facilities |  |  | 245.8 |  |  | 243.2 |  |  | 235.5 |  |  | 233.4 |
Assets Held For Sale and Discontinued Operations | Assets Held for Sale and Discontinued Operations We had no entities newly classified as held for sale during the six months ended June 30, 2018 or 2017 that met the criteria to be classified as discontinued operations. The financial information for entities that were classified as discontinued operations prior to adoption of Accounting Standards Update No. 2014-08 are included in “Income (loss) from discontinued operations” in the accompanying consolidated condensed statements of income and “Liabilities held for sale” in the accompanying consolidated condensed balance sheets for all periods presented.
Disposals | Disposals During the six months ended June 30, 2018, we disposed of six retail automotive franchises. The results of operations for these businesses are included within continuing operations for the three and six months ended June 30, 2018 and 2017, as these franchises did not meet the criteria to be classified as held for sale and treated as discontinued operations.
Income Taxes | Income Taxes Tax regulations may require items to be included in our tax returns at different times than the items are reflected in our financial statements. Some of these differences are permanent, such as expenses that are not deductible on our tax return, and some are temporary differences, such as the timing of depreciation expense. Temporary differences create deferred tax assets and liabilities. Deferred tax assets generally represent items that will be used as a tax deduction or credit in our tax returns in future years which we have already recorded in our financial statements. Deferred tax liabilities generally represent deductions taken on our tax returns that have not yet been recognized as expense in our financial statements. We establish valuation allowances for our deferred tax assets if the amount of expected future taxable income is not likely to allow for the use of the deduction or credit. The U.S. Tax Cuts and Jobs Act (the “Act”) was signed into law on December 22, 2017. The Act modified several provisions of the Internal Revenue Code related to corporations, including a permanent corporate income tax rate reduction from 35% to 21%, effective January 1, 2018. The Act also significantly changed international tax laws for tax years beginning after December 31, 2017 and required a one-time mandatory deemed repatriation of all cumulative post-1986 foreign earnings and profits of a U.S. shareholder’s foreign subsidiaries, which we recognized in 2017, the year of enactment. On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. SAB 118 provides a measurement period that should not extend beyond one year from the Act enactment date for companies to complete such income tax accounting under ASC 740. In accordance with SAB 118, we have analyzed and computed the U.S. tax impact of the Act to the best of our ability with the information available at this time and consider our conclusions to be reasonable estimates. Additional information gathering and analysis is underway to refine our detailed computations, primarily related to the earnings and profits and related foreign tax credits for the most recent tax year ended December 31, 2017. Any subsequent adjustments to our provisional estimates will be recorded to current tax expense or deferred tax expense (for foreign tax credit carryovers) in the quarter of 2018 when our analysis is considered final and complete. No adjustments were recorded during the first six months of 2018. We have considered and analyzed the applicability of the global intangible low-taxed income (“GILTI”) provisions of the Act beginning in 2018 and its effect on our annualized effective tax rate for 2018. The effect of the GILTI inclusions on the 2018 annualized effective tax rate is not material. We have adopted the method of accounting for GILTI inclusions as a period expense and therefore have not accrued any deferred taxes in relation to this provision in the first six months of 2018 or in the 2017 consolidated financial statements.
Recent Accounting Pronouncements | Recent Accounting Pronouncements Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” The FASB also issued additional ASUs containing various updates to Topic 606 which are to be adopted along with ASU 2014-09 (collectively, “the new revenue recognition standard,” “ASC 606”). ASC 606 supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition.” In accordance with the new revenue recognition standard, an entity recognizes 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 contracts with customers. For public companies, the new revenue recognition standard is effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Entities may adopt the new guidance retrospectively to each prior reporting period presented under a full retrospective approach, or as a cumulative-effect adjustment as of the date of adoption under a modified retrospective approach. We adopted ASC 606 on January 1, 2018 using the modified retrospective approach to contracts not completed as of the date of adoption, with no restatement of comparative periods, and a cumulative-effect adjustment to retained earnings recognized as of the date of adoption. As part of the adoption of ASC 606, we performed an assessment of the impact the new revenue recognition standard would have on our consolidated financial statements. Our assessment also considered required changes in internal controls resulting from the adoption of the new revenue recognition standard. Although new controls have been implemented as a result of the adoption, such changes were not deemed material. A summary of the impact of the adoption of ASC 606 on our consolidated financial statements is included below. For our Retail Automotive and Retail Commercial Truck reportable segments, under legacy guidance we recognized revenues at a point in time upon meeting relevant revenue recognition criteria. Under ASC 606, the timing of revenue recognition for our service, parts and collision revenue stream changed, as we concluded that performance obligations for service and collision work are satisfied over time under the new revenue recognition standard. All other revenue streams for these businesses continue to be recognized at a point in time, and our performance obligations and revenue recognition timing and practices are substantially similar to how revenues were recorded under legacy guidance. For our Other reportable segment consisting primarily of our businesses in Australia and New Zealand, Penske Commercial Vehicles Australia and Penske Power Systems, under legacy guidance we recognized revenues for vehicles, engines, parts, and services at a point in time upon meeting relevant revenue recognition criteria. For our long-term power generation contracts at Penske Power Systems, we recognized revenues using the percentage of completion method in accordance with contract milestones. Under ASC 606, the timing of revenue recognition for the service and parts revenue stream for PCV Australia and PPS changed, as we concluded that performance obligations for service work are satisfied over time under the new revenue recognition standard. For revenues previously recognized using the percentage of completion method, these revenues are recognized as performance obligations are satisfied over time, consistent with the timing of recognition under legacy guidance, but are now recognized using an output method, which measures the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised. All other revenue streams for these businesses continue to be recognized at a point in time, and our performance obligations and revenue recognition timing and practices are substantially similar to how revenues were recorded under legacy guidance. See Note 2 “Revenues” for additional disclosures in accordance with the new revenue recognition standard. The adoption of the new revenue recognition standard resulted in a net, after-tax cumulative effect adjustment to retained earnings of approximately $6.6 million as of January 1, 2018. The details of this adjustment are summarized below.
|  | Balance at |  | Adjustments Due |  | Balance at |
|  | December 31, 2017 |  | to ASC 606 |  | January 1, 2018 |
Assets |  |  |  |  |  |  |  |  |  |
Accounts receivable |  | $ | 954.9 |  | $ | 22.4 |  | $ | 977.3 |
Inventories |  |  | 3,944.1 |  |  | (13.4) |  |  | 3,930.7 |
Liabilities and Equity |  |  |  |  |  |  |  |  |  |
Accrued expenses |  | $ | 523.5 |  | $ | 0.1 |  | $ | 523.6 |
Deferred tax liabilities |  |  | 481.5 |  |  | 2.3 |  |  | 483.8 |
Retained earnings |  |  | 2,009.4 |  |  | 6.6 |  |  | 2,016.0 |
The following tables summarize the impact of the adoption of ASC 606 on our consolidated condensed statement of income and consolidated condensed balance sheet for the three and six months ended and as of June 30, 2018:
|  | For the Three Months Ended June 30, 2018 |
Statement of Income |  | As |  | Without Adoption |  | Impact of Adoption |
|  | Reported |  | of ASC 606 |  | of ASC 606 |
Revenue: |  |  |  |  |  |  |  |  |  |
Retail automotive dealership |  | $ | 5,455.5 |  | $ | 5,453.3 |  | $ | 2.2 |
Retail commercial truck dealership |  |  | 338.8 |  |  | 339.6 |  |  | (0.8) |
Commercial vehicle distribution and other |  |  | 146.0 |  |  | 143.7 |  |  | 2.3 |
Cost of sales: |  |  |  |  |  |  |  |  |  |
Retail automotive dealership |  |  | 4,657.5 |  |  | 4,656.3 |  |  | 1.2 |
Retail commercial truck dealership |  |  | 286.4 |  |  | 286.8 |  |  | (0.4) |
Commercial vehicle distribution and other |  |  | 106.6 |  |  | 106.1 |  |  | 0.5 |
Gross profit |  |  | 889.8 |  |  | 887.4 |  |  | 2.4 |
Income taxes |  |  | (41.0) |  |  | (40.3) |  |  | 0.7 |
Net income |  |  | 135.2 |  |  | 133.5 |  |  | 1.7 |
|  | For the Six Months Ended June 30, 2018 |
Statement of Income |  | As |  | Without Adoption |  | Impact of Adoption |
|  | Reported |  | of ASC 606 |  | of ASC 606 |
Revenue: |  |  |  |  |  |  |  |  |  |
Retail automotive dealership |  | $ | 10,751.5 |  | $ | 10,748.8 |  | $ | 2.7 |
Retail commercial truck dealership |  |  | 631.2 |  |  | 631.1 |  |  | 0.1 |
Commercial vehicle distribution and other |  |  | 304.5 |  |  | 300.7 |  |  | 3.8 |
Cost of sales: |  |  |  |  |  |  |  |  |  |
Retail automotive dealership |  |  | 9,175.2 |  |  | 9,173.4 |  |  | 1.8 |
Retail commercial truck dealership |  |  | 532.2 |  |  | 532.1 |  |  | 0.1 |
Commercial vehicle distribution and other |  |  | 225.6 |  |  | 223.9 |  |  | 1.7 |
Gross profit |  |  | 1,754.2 |  |  | 1,751.2 |  |  | 3.0 |
Income taxes |  |  | (77.6) |  |  | (76.7) |  |  | 0.9 |
Net income |  |  | 243.0 |  |  | 240.9 |  |  | 2.1 |
|  | June 30, 2018 |
Balance Sheet |  | As |  | Without Adoption |  | Impact of ASC 606 |
|  | Reported |  | of ASC 606 |  | Adoption |
Assets |  |  |  |  |  |  |  |  |  |
Accounts receivable |  | $ | 919.6 |  | $ | 890.6 |  | $ | 29.0 |
Inventories |  |  | 3,895.1 |  |  | 3,912.0 |  |  | (16.9) |
Liabilities and Equity |  |  |  |  |  |  |  |  |  |
Accrued expenses |  | $ | 529.7 |  | $ | 529.5 |  | $ | 0.2 |
Deferred tax liabilities |  |  | 530.8 |  |  | 527.7 |  |  | 3.1 |
Retained earnings |  |  | 2,199.7 |  |  | 2,190.9 |  |  | 8.8 |
Accounting for Leases In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” Under this new guidance, a company will now recognize most leases on its balance sheet as lease liabilities with corresponding right-of-use assets. For public companies, this ASU is effective for financial statements issued for annual periods beginning after December 15, 2018, and interim periods within those annual periods, with early adoption permitted. We intend to adopt this ASU on January 1, 2019. The amendments from this update are to be applied using a modified retrospective approach. We have a significant amount of leases for property and equipment that are classified as operating leases under current lease accounting guidance. The adoption of this ASU will result in a significant increase to our consolidated balance sheets for lease liabilities and right-of-use assets. We believe our current off-balance sheet leasing commitments are reflected in our credit rating. We are currently evaluating the other impacts the adoption of this accounting standard update will have on our consolidated financial statements. We are also in the process of evaluating and documenting any changes in controls and procedures that may be necessary as part of the adoption. Classification of Certain Cash Receipts and Cash Payments In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230) — Classification of Certain Cash Receipts and Cash Payments.” This ASU provides new guidance on eight specific cash flow issues related to how such cash receipts and cash payments should be presented in a statement of cash flows. For public companies, this ASU is effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within those annual periods, with early adoption permitted. The amendments from this update are to be applied retrospectively. We adopted this ASU retrospectively on January 1, 2018. The adoption of this accounting standard update did not have an impact on our consolidated cash flows for the six months ended June 30, 2018 and June 30, 2017. Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In February 2018, the FASB issued ASU No. 2018-02, “Income Statement — Reporting Comprehensive Income (Topic 220) — Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” This ASU allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the enactment of the U.S. Tax Cuts and Jobs Act (“the Act”). The update also requires entities to disclose whether or not they elected to reclassify the tax effects related to the Act as well as their accounting policy for releasing income tax effects from accumulated other comprehensive income. This ASU is effective for financial statements issued for annual periods beginning after December 15, 2018, and interim periods within those annual periods, with early adoption permitted. We do not intend to adopt the optional guidance of this accounting standard update, as the potential impact on our consolidated financial statements is not material.

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