XML 43 R22.htm IDEA: XBRL DOCUMENT v3.25.0.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
We sometimes pay to and/or receive fees from Penske Corporation, its subsidiaries, and its affiliates for services rendered in the ordinary course of business or to reimburse payments made to third parties on each other's behalf. These transactions are reviewed periodically by our Audit Committee and reflect the provider's cost or an amount mutually agreed upon by both parties. During 2024, 2023, and 2022, Penske Corporation and its affiliates billed us $6.0 million, $5.3 million, and $5.1 million, respectively, and we billed Penske Corporation and its affiliates $1.4 million, $1.3 million, and $1.3 million, respectively, for such services. As of December 31, 2024, and 2023, we had $51 thousand and $44 thousand of receivables from, and $0.6 million and $0.5 million of payables to, Penske Corporation and its subsidiaries, respectively.
Our officers, directors, and their affiliates periodically purchase, lease, or sell vehicles and parts from us or PTS at fair market value. This includes purchases and sales of trucks, logistics, and other services and parts as between our subsidiaries and those of PTS (principally consisting of purchases of $34.9 million of trucks and parts by PTS from our PTG subsidiaries and purchases of $5.0 million of used trucks and towing services by PTG from PTS during 2024). In December 2024, we sold substantially all of the assets and real property relating to a collision and body shop repair facility operated by PTG in Eagan, Minnesota to PTS for $6.9 million.
PTS is owned 41.1% by Penske Corporation, 28.9% by us, and 30.0% by Mitsui. The PTS partnership agreement, among other things, provides us with specified partner distribution and governance rights and restricts our ability to transfer our interest. The partnership has an eleven-member Advisory Board. We have the right to appoint one Advisory Board member and appointed Robert H. Kurnick, Jr., our President. Lisa Davis and Michael Eisenson, our directors, are also members of the Advisory Board. We have the right to pro rata quarterly distributions equal to at least 50% of PTS' consolidated net income, as well as specified minority rights which require our and/or Mitsui's consent for certain actions taken by PTS as specified in the PTS partnership agreement.
We are able to transfer our directly owned interests with the unanimous consent of the other partners or if we provide the remaining partners with a right of first offer to acquire our interests, except that we may transfer up to 9.02% of our interest to Penske Corporation without complying with the right of first offer to the remaining partner. We and Penske Corporation have agreed that (1) in the event of any transfer by Penske Corporation of their partnership interests to a third party, we will be entitled to “tag-along” by transferring a pro rata amount of our partnership interests on similar terms and conditions, and (2) Penske Corporation is entitled to a right of first refusal in the event of any transfer of our partnership interests, subject to the terms of the partnership agreement. Additionally, PTS has agreed to indemnify the general partner for any actions in connection with managing PTS, except those taken in bad faith or in violation of the partnership agreement.
The partnership agreement allows each of the partners to give notice to require PTS to begin to effect an initial public offering of equity securities, subject to certain limitations, as soon as practicable after the first anniversary of the initial notice. The term of the partnership agreement is indefinite.
In 2024, 2023, and 2022, we received $98.4 million, $168.8 million, and $356.6 million, respectively, from PTS in pro rata cash dividends. In 2014, we formed a venture with PTS, Penske Commercial Leasing Australia. This venture combines PTS' fleet operations expertise with our market knowledge of commercial vehicles to rent heavy-duty commercial vehicles in Australia. This venture is accounted for as an equity method investment as discussed in Note 4.
Joint Venture Relationships
From time to time, we enter into joint venture relationships in the ordinary course of business, pursuant to which we own and operate automotive dealerships together with other investors. We may also provide these dealerships with working capital and other debt financing at costs that are based on our incremental borrowing rate. As of December 31, 2024, our automotive joint venture relationships were as follows:
LocationDealershipsOwnership Interest
Fairfield, ConnecticutAudi, Mercedes-Benz, Sprinter, Porsche80.00%(A)
Greenwich, ConnecticutMercedes-Benz80.00%(A)
Northern ItalyBMW, MINI, Maserati, Porsche, Audi, Jaguar, Land Rover, Volvo, Mercedes-Benz, smart, Lamborghini95.00%(A)
Barcelona, SpainBMW, MINI, Dongfeng, Xpeng50.00%(B)
_________________
(A) Entity is consolidated in our financial statements.
(B) Entity is accounted for using the equity method of accounting.
As noted above, we are party to non-automotive joint ventures representing our investments in PTS (28.9%) and Penske Commercial Leasing Australia (28%) that are accounted for under the equity method, as more fully discussed in Note 4.
In September 2024, we purchased the remaining 33.33% interest in our joint venture in Kerpen, Germany. In October 2024, we also purchased an additional 10.9% interest in our joint venture in Northern Italy resulting in our owning 95% of this joint venture. In December 2024, we sold the remaining 50% interest in the Nix Group, our joint venture in Frankfurt, Germany.