Acquisitions

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

ACQUISITIONS

In 2023, we completed the following acquisitions:

•In February 2023, Thornhill Acura in Canada.

•In March 2023, Jardine Motors Group UK Limited 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:


	Year Ended December 31,
($ in millions)	2023
Revenue	$	2,621.5
Operating income	81.3

In 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 Honda, Wilde Subaru, Wilde Chrysler Dodge Jeep Ram, Wilde Toyota, and Wilde East Towne Honda in Wisconsin.

•In October 2022, Seattle Airstream Adventures and Spokane Airstream Adventures in Washington.

•In October 2022, Portland Airstream Adventures and Ultimate Airstream Adventures in Oregon.

•In October 2022, Bay Area Airstream Adventures and South Bay Airstream Adventures in California.

•In October 2022, Boise Airstream Adventures in Idaho.

•In November 2022, Meador Chrysler Dodge Jeep Ram in Texas.

•In December 2022, Denver Exotics in Colorado.

•In December 2022, Glenn's Freedom Chrysler Jeep Dodge Ram in Kentucky.

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,
($ in millions)	2023		2022
Cash paid, net of cash acquired	$	1,170.1	$	1,240.8
Contingent consideration	7.3		3.9
Non-controlling interest	21.1		—




Total consideration transferred	$	1,198.5	$	1,244.7


	Year Ended December 31,
($ in millions)	2023		2022
Trade receivables, net	$	76.2	$	0.2
Inventories	572.7		228.3
Franchise value	193.4		63.7
Goodwill	233.2		30.1
Property and equipment	394.8		379.9
Operating lease right-of-use assets	89.6		—
Finance receivables, net	5.7		—
Other assets	280.4		639.1
Trade payables	(47.9)		—
Floor plan notes payable	(353.7)		(0.7)
Borrowings on lines of credit	(47.9)		—
Finance lease obligations	(45.0)		(78.5)
Deferred taxes, net	5.9		—
Other liabilities and deferred revenue	(158.9)		(17.4)
Total net assets acquired and liabilities assumed	$	1,198.5	$	1,244.7

The purchase price allocations for the 2023 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 and contract liabilities assumed and the allocation of franchise value and goodwill to each reporting unit. Management has recorded the purchase price allocations based on the information that is currently available.

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

The purchase price allocations for the 2022 acquisitions were finalized in 2023, including amounts posted to, 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 $27.2 million and $15.0 million, respectively, in acquisition related expenses as a component of selling, general and administrative expenses in the Consolidated Statements of Operations in 2023 and 2022, respectively.

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


	Year Ended December 31,
($ in millions, except for per share amounts)	2023		2022
Revenue	$	32,237.1	$	31,945.2
Net income	1,055.4		1,366.0
Basic net income per share	38.35		48.46
Diluted net income per share	38.27		48.23

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.