XML 148 R20.htm IDEA: XBRL DOCUMENT v3.23.3
ACQUISITIONS
9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
ACQUISITIONS ACQUISITIONS
In the first nine months of 2023, we completed the following acquisitions:

In February 2023, Thornhill Acura in Canada.
In March 2023, Jardine Motors Group in the United Kingdom.
In June 2023, Priority Auto Group in Virginia.
In June 2023, Wade Ford in Georgia.
In July 2023, Hill Country Honda in Texas.
In August 2023, Arden Auto Group in the United Kingdom.

Revenue and operating income contributed by the 2023 acquisitions subsequent to the date of acquisition were as follows (in millions):
Nine Months Ended September 30,2023
Revenue$1,721.2 
Operating income54.5 

In the first nine 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.
In July 2022, Elk Grove Ford in California.
In September 2022, Wilde Auto Group in Wisconsin.

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 2023 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$1,204.7 
Contingent consideration7.3 
Total consideration transferred$1,212.0 
(in millions)Assets Acquired and Liabilities Assumed
Trade receivables, net$75.0 
Inventories573.2 
Goodwill30.5 
Property and equipment393.0 
Operating lease right-of-use assets89.6 
Finance receivables, net8.0 
Other assets725.4 
Trade payables(83.5)
Floor plan notes payable(353.7)
Borrowings on lines of credit(47.9)
Finance lease obligations
(45.0)
Deferred taxes, net9.8 
Other liabilities(162.4)
Total net assets acquired and liabilities assumed$1,212.0 

The purchase price allocations for the acquisitions from the fourth quarter of 2022 through the third quarter of 2023 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 and recorded unallocated items as a component of other non-current assets in the Consolidated Balance Sheets.

We expect all of the goodwill related to US acquisitions completed in 2023 to be deductible for US federal income tax purposes. Due to local country laws, we do not expect goodwill related to UK acquisitions completed in 2023 to be deductible for UK income tax purposes.

In the three and nine-month periods ended September 30, 2023, we recorded $4.8 million and $10.5 million in acquisition-related expenses as a component of selling, general and administrative expense. Comparatively, we recorded $2.0 million and $10.1 million, of acquisition-related expenses in the same periods of 2022.
 
The following unaudited pro forma summary presents consolidated information as if all acquisitions in the three and nine-month periods ended September 30, 2023 and 2022 had occurred on January 1, 2022:
Three Months Ended September 30,Nine Months Ended September 30,
(in millions, except per share amounts)2023202220232022
Revenue$8,317.4 $8,284.7 $24,560.3 $24,102.2 
Net income attributable to Lithia Motors, Inc.266.1 357.1 838.6 1,094.7 
Basic earnings attributable to Lithia Motors, Inc. per share9.65 12.96 30.46 38.43 
Diluted earnings attributable to Lithia Motors, Inc. per share9.63 12.91 30.40 38.29 
 
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.