Penske Automotive     Print Page | Close Window

SEC Filings

10-K
PENSKE AUTOMOTIVE GROUP, INC. filed this Form 10-K on 02/24/2017
Entire Document
 

Table of Contents

 

PENSKE AUTOMOTIVE GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 

(In millions, except share and per share amounts)

 

3. Business Combinations

 

During 2016, we acquired twenty retail automotive franchises and seven retail commercial truck dealerships. The companies acquired in 2016 generated $315.9 million of revenue and $0.5 million of pre-tax income from our date of acquisition through December 31, 2016. During 2015, we acquired five retail automotive franchises and two retail commercial truck dealerships, and made an additional investment in the Jacobs Group, discussed previously, to gain control of that joint venture which was previously accounted for 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 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 years ended December 31, 2016 and 2015 follows:

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

    

2016

    

2015

 

Accounts receivable

 

$

3.9

 

$

52.0

 

Inventory

 

 

80.5

 

 

198.6

 

Other current assets

 

 

0.1

 

 

3.2

 

Property and equipment

 

 

16.4

 

 

98.1

 

Indefinite-lived intangibles

 

 

51.1

 

 

115.6

 

Other non-current assets

 

 

2.7

 

 

2.3

 

Current liabilities

 

 

(9.2)

 

 

(66.0)

 

Non-current liabilities

 

 

(4.7)

 

 

(75.5)

 

Total consideration

 

$

140.8

 

$

328.3

 

Seller financed/assumed debt

 

 

 —

 

 

(2.6)

 

Seller assumed floor plan

 

 

 —

 

 

(118.3)

 

Fair value of previously held interest

 

 

 —

 

 

(28.0)

 

Fair value of non-controlling interest

 

 

 —

 

 

(22.5)

 

Total cash used in acquisitions

 

$

140.8

 

$

156.9

 

 

 

The following unaudited consolidated pro forma results of operations of PAG for the years ended December 31, 2016 and 2015 give effect to acquisitions consummated during 2016 and 2015 as if they had occurred on January 1, 2015:

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

    

2016

    

2015

 

Revenues

 

$

20,513.1

 

$

20,646.3

 

Income from continuing operations

 

 

347.1

 

 

338.8

 

Net income

 

 

346.0

 

 

335.3

 

Income from continuing operations per diluted common share

 

$

4.04

 

$

3.77

 

Net income per diluted common share

 

$

4.02

 

$

3.74

 

 

 

 

4. Discontinued Operations and Divestitures

 

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;

F-26