Acquisitions

12 Months Ended

Dec. 31, 2020

Acquisitions

In 2020, we completed the following acquisitions:

•In February 2020, Sacramento Lexus and Roseville Lexus in California.

•In June 2020, Hank’s Body Shop in Billings, Montana.

•In June 2020, Chrysler Dodge Jeep Ram of Bend and Nissan of Bend in Oregon.

•In July 2020, Subaru of Thousand Oaks in California.

•In July 2020, BMW of San Francisco in California.

•In August 2020, John Eagle Auto Group,a ten store platform in Texas.

•In September 2020, Knoxville Chrysler Dodge Jeep Ram in Tennessee.

•In October 2020, Latham Ford in New York.

•In November 2020, nine stores from Keyes Auto Group: eight in California and one in Arizona.

•In November 2020, Ramsey Subaru and Mazda in Iowa.

•In November 2020, Sterling Motorcars in Virginia.

Revenue and operating income contributed by the 2020 acquisitions subsequent to the date of acquisition were as follows:


	Year Ended December 31,
(Dollars in millions)	2020
Revenue	$	866.1
Operating income	28.9

In 2019, we completed the following acquisitions:

•In May 2019, Hamilton Honda in Hamilton Township, New Jersey.

•In May 2019, Ford Lincoln of Morgantown in Morgantown, West Virginia.

•In July 2019, Jaguar Landrover Mission Viejo in Mission Viejo, California.

•In August 2019, Hazleton Honda in Hazle Township, PA.

•In October 2019, Chrysler Dodge Jeep Ram Fiat of Morgantown and Subaru of Morgantown in Morgantown, West Virginia.

•In November 2019, Wesley Chapel Toyota, Wesley Chapel Honda, and Tampa Honda in Florida.

All acquisitions were accounted for as business combinations under the acquisition method of accounting. The results of operations of the acquired stores are included in our Consolidated Financial Statements from the date of acquisition.

The following tables summarize the consideration paid for the acquisitions and the preliminary amount of identified assets acquired and liabilities assumed as of the acquisition date:


	Year Ended December 31,
(Dollars in millions)	2020		2019
Cash paid, net of cash acquired	$	1,503.1	$	366.6
Contingent consideration	4.6		—


Debt and finance lease obligations	218.9		26.4
Total consideration paid	$	1,726.6	$	393.0


	Year Ended December 31,
(Dollars in millions)	2020		2019
Trade receivables, net	$	0.2	$	—
Inventories	358.9		105.2

Property and equipment	529.9		124.0
Other assets	858.4		193.1
Floor plan notes payable	(13.1)		—

Other liabilities	(8.5)		(29.3)
	1,725.8		393.0
Goodwill	0.8		—
Total net assets acquired and liabilities assumed	$	1,726.6	$	393.0

The purchase price allocations for the 2020 acquisitions are preliminary as we have not obtained all of the detailed information to finalize the opening balance sheet related to real estate purchased, leases assumed and the allocation of franchise value to each reporting unit. Management has recorded the purchase price allocations based on the information that is currently available.

We expect substantially all of the goodwill related to acquisitions completed in 2020 to be deductible for federal income tax purposes.

The purchase price allocations for the 2019 acquisitions were finalized in 2020, including amounts posted to contingent consideration, real estate, franchise value, and goodwill, reducing the amounts posted to “Other assets” shown in the table above.

We account for franchise value as an indefinite-lived intangible asset. We recognized $3.1 million and $2.5 million, respectively, in acquisition related expenses as a component of selling, general and administrative expenses in the Consolidated Statements of Operations in 2020 and 2019, respectively.

The following unaudited pro forma summary presents consolidated information as if the acquisitions had occurred on January 1 of the previous year:


	Year Ended December 31,
(Dollars in millions, except for per share amounts)	2020		2019
Revenue	$	15,500.9	$	16,043.4
Net income	502.6		321.1
Basic net income per share	21.10		13.83
Diluted net income per share	20.87		13.73

These amounts have been calculated by applying our accounting policies and estimates. The results of the acquired stores have been adjusted to reflect the following: depreciation on a straight-line basis over the expected lives for property, plant and equipment; accounting for inventory on a specific identification method; and recognition of interest expense for real estate financing related to stores where we purchased the facility. No non-recurring pro forma adjustments directly attributable to the acquisitions are included in the reported pro forma revenues and earnings.