Acquisitions

6 Months Ended

Jun. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

In the first six months of 2021, we completed the following acquisitions:

•In February 2021, Chrysler Jeep Dodge Ram of Sanford and Orlando Land Rover in Florida.

•In March 2021, Fink Auto Group in Florida.

•In March 2021, Avondale Nissan in Arizona.

•In April 2021, Suburban Collection Auto Group in Michigan.

•In April 2021, Planet Honda in New Jersey.

•In May 2021, Las Vegas Hyundai Superstore Auto Group in Nevada.

•In May 2021, BMW of Sherman Oaks and Acura of Sherman Oaks in California.

•In June 2021, Southwest Kia Group in Arizona.

•In June 2021, Herrin-Gear Toyota in Mississippi.

•In June 2021, Michael’s Subaru and Michael’s Toyota in Washington.

Revenue and operating income contributed by the 2021 acquisitions subsequent to the date of acquisition were as follows (in millions):


Six Months Ended June 30,	2021
Revenue	$	976.3
Operating income	45.9

In the first six months of 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.

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 2021 acquisitions and the preliminary purchase price allocations for identified assets acquired and liabilities assumed as of the acquisition date:


(in millions)	Consideration
Cash paid, net of cash acquired	$	1,741.9


(in millions)	Assets Acquired and Liabilities Assumed
Accounts receivable	$	0.7
Inventories, net	439.3

Property and equipment, net	86.0
Other non-current assets	1,443.9
Floor plan notes payable	(4.0)
Borrowings on lines-of-credit	(225.6)


Other long-term liabilities	(6.0)
	1,734.3
Goodwill	7.6
	$	1,741.9

The purchase price allocations for the acquisitions from the third quarter of 2020 through the second quarter of 2021 are preliminary, and we have not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects. We recorded the purchase price allocations based upon information that is currently available. Unallocated items are recorded as a component of other non-current assets in the Consolidated Balance Sheets.

We expect substantially all of the goodwill related to acquisitions completed in 2021 to be deductible for federal income tax purposes.

In the three and six-month periods ended June 30, 2021, we recorded $10.4 million and $11.6 million, respectively, in acquisition-related expenses as a component of selling, general and administrative expense. Comparatively, we recorded $0.5 million and $1.0 million of acquisition-related expenses in the same periods of 2020.

The following unaudited pro forma summary presents consolidated information as if all acquisitions in the three and six-month periods ended June 30, 2021 and 2020, had occurred on January 1, 2020:


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except per share amounts)	2021		2020		2021		2020
Revenue	$	6,246.2	$	4,436.0	$	11,443.6	$	8,859.6
Net income	310.8		104.3		485.5		170.3
Basic net income per share	11.04		4.57		17.72		7.38
Diluted net income per share	10.96		4.53		17.58		7.31

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 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 nonrecurring proforma adjustments directly attributable to the acquisitions are included in the reported proforma revenues and earnings.