XML 360 R21.htm IDEA: XBRL DOCUMENT v3.24.1.u1
ACQUISITIONS
 3 Months Ended
Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]  
ACQUISITIONS ACQUISITIONS
In the first three months of 2024, we completed the following acquisitions:

•In January 2024, Pendragon PLC’s Fleet Management and UK Motor Divisions in the United Kingdom.
•In February 2024, Carousel Motor Group in Minnesota and Wisconsin.

Revenue and operating income contributed by the 2024 acquisitions subsequent to the date of acquisition were as follows (in millions):
Three Months Ended March 31,2024
Revenue$985.4 
Operating income13.6 

In the first three months of 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.

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 2024 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$1,074.4 
(in millions)Assets Acquired and Liabilities Assumed
Trade receivables, net$119.0 
Inventories972.1 
Property and equipment499.6 
Operating lease right-of-use assets289.7 
Net investment in operating leases
181.5 
Deferred taxes, net20.5 
Other assets494.1 
Trade payables(39.6)
Floor plan notes payable(868.1)
Operating lease liability
(283.9)
Other liabilities and deferred revenue
(310.5)
Total net assets acquired and liabilities assumed$1,074.4 

The purchase price allocations for the acquisitions from the third quarter of 2023 through the first quarter of 2024 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 North American acquisitions completed in 2023 and 2024 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 and 2024 to be deductible for UK income tax purposes.

In the three-month period ended March 31, 2024, we recorded $7.7 million in acquisition-related expenses as a component of selling, general and administrative expense. Comparatively, we recorded $1.3 million of acquisition-related expenses in the same period of 2023.
 
The following unaudited pro forma summary presents consolidated information as if all acquisitions in the three-month periods ended March 31, 2024 and 2023 had occurred on January 1, 2023:
Three Months Ended March 31,
(in millions, except per share amounts)20242023
Revenue$9,024.4 $8,197.2 
Net income attributable to Lithia Motors, Inc.170.8 245.7 
Basic earnings per share attributable to Lithia Motors, Inc.6.20 8.94 
Diluted earnings per share attributable to Lithia Motors, Inc.6.19 8.92 
 
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.