XML 34 R22.htm IDEA: XBRL DOCUMENT v3.22.2
ACQUISITIONS
 6 Months Ended
Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
ACQUISITIONS ACQUISITIONS
In the first six months of 2022, we completed the following acquisitions:

•In January 2022, John L. Sullivan Chevrolet, John L. Sullivan Chrysler Dodge Jeep Ram, and Roseville Toyota in California.
•In March 2022, Sahara Chrysler Dodge Jeep Ram, Desert 215 Superstore, and Jeep Only in Nevada.
•In May 2022, Sisley Honda in Canada.
•In June 2022, Esserman International Volkswagen & Acura in Florida.
•In June 2022, Henderson Hyundai Superstore in Nevada.
•In June 2022, Lehman Auto Group in Florida.

Revenue and operating income contributed by the 2022 acquisitions subsequent to the date of acquisition were as follows (in millions):
Six Months Ended June 30,2022
Revenue$341.2 
Operating income17.6 
In the first six months of 2021, we completed the following acquisitions:

•In February 2021, Fields Chrysler Jeep Dodge Ram and Land Rover Orlando 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.

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 2022 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$698.3 
(in millions)Assets Acquired and Liabilities Assumed
Inventories$131.9 
Property and equipment236.5 
Other non-current assets393.8 
Debt and finance lease obligations(59.0)
Other long-term liabilities(4.9)
 $698.3 

The purchase price allocations for the acquisitions from the third quarter of 2021 through the second quarter of 2022 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 2022 to be deductible for federal income tax purposes.

In the three and six-month periods ended June 30, 2022, we recorded $1.5 million and $8.1 million, respectively, in acquisition-related expenses as a component of selling, general and administrative expense. Comparatively, we recorded $10.4 million and $11.6 million, respectively, of acquisition-related expenses in the same periods of 2021.
 
The following unaudited pro forma summary presents consolidated information as if all acquisitions in the three and six-month periods ended June 30, 2022 and 2021 had occurred on January 1, 2021:
Three Months Ended June 30,Six Months Ended June 30,
(in millions, except per share amounts)2022202120222021
Revenue$7,562.4 $6,579.9 $14,588.3 $11,331.5 
Net income attributable to Lithia Motors, Inc.356.2 337.4 712.5 510.2 
Basic earnings attributable to Lithia Motors, Inc. per share12.54 11.99 24.60 18.62 
Diluted earnings attributable to Lithia Motors, Inc. per share12.46 11.89 24.48 18.47 
 
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.