XML 62 R27.htm IDEA: XBRL DOCUMENT v3.25.0.1
Acquisitions
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Acquisitions ACQUISITIONS
In 2024, we completed the following acquisitions:
•In January 2024, Pendragon PLC’s Fleet Management and Motor Divisions in the United Kingdom.
•In February 2024, Carousel Motor Group in Minnesota and Wisconsin.
•In May 2024, Pine View Hyundai Store in Ontario, Canada.
•In June 2024, Sunrise Chevrolet Buick GMC at Collierville and Sunrise Buick GMC at Wolfchase in Tennessee.
•In September 2024, Duval Honda, Duval Acura, and Gainesville Subaru in Florida.
•In December 2024, Hyundai of Leicester in the United Kingdom.

Revenue and operating income contributed by the 2024 acquisitions subsequent to the date of acquisition were as follows:
Year Ended December 31,
($ in millions)2024
Revenue$5,172.5 
Operating income122.6 

In 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.

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)20242023
Cash paid, net of cash acquired$1,248.5 $1,170.1 
Contingent consideration— 7.3 
Non-controlling interest— 21.1 
Total consideration transferred$1,248.5 $1,198.5 
Year Ended December 31,
($ in millions)20242023
Accounts receivables, net$119.0 $76.2 
Inventories, net1,017.6 572.7 
Property and equipment581.4 394.8 
Operating lease right-of-use assets262.7 89.6 
Finance receivables, net— 5.7 
Goodwill20.6 233.2 
Franchise value— 193.4 
Net investment in operating leases181.5 — 
Other assets576.0 280.4 
Floor plan notes payable assumed(868.1)(353.7)
Trade payables(39.6)(47.9)
Debt and finance lease obligations assumed(22.7)(92.9)
Deferred taxes, net20.5 5.9 
Operating lease liabilities(286.2)(86.8)
Other liabilities and deferred revenue(314.2)(72.1)
Total net assets acquired and liabilities assumed$1,248.5 $1,198.5 

The PPA for the 2024 acquisitions is 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 2024 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 2024 to be deductible for U.K. income tax purposes.

The PPA for the 2023 acquisitions was finalized in 2024, 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 $10.0 million and $27.2 million, respectively, in acquisition related expenses as a component of SG&A in the Consolidated Statements of Operations in 2024 and 2023, 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)
20242023
Revenue$36,914.3 $36,714.1 
Net income835.6 1,101.1 
Basic net income per share30.95 40.01 
Diluted net income per share30.89 39.93 

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.