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ACQUISITIONS AND DISPOSITIONS | 6 Months Ended
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Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS Acquisitions The Company accounts for business combinations under the acquisition method of accounting, under which the Company allocates the purchase price to the assets acquired and liabilities assumed based on an estimate of fair value. During the six months ended June 30, 2024, the Company acquired nine dealerships in the U.S., including three Honda , two Lexus, one Toyota, one Kia, one Hyundai and one Mercedes-Benz. The Company also acquired one Toyota Certified pre-owned center and three collision centers in the U.S. Aggregate cash consideration paid for these dealerships, which were accounted for as business combinations, was $690.4 million. Goodwill associated with the acquisitions totaled $287.5 million. The accounting for these acquisitions is considered to be preliminary and subject to change as the Company’s fair value assessments are finalized. The Company is continuing to analyze and assess relevant information related to the valuation of property, equipment and intangible assets. The Company will reflect any required fair value adjustments in subsequent periods. During the six months ended June 30, 2023, the Company acquired one Chevrolet dealership, one Kia dealership and three Buick-GMC dealerships in the U.S. Aggregate consideration paid for these dealerships, which were accounted for as business combinations, was $363.5 million. Goodwill associated with the acquisitions totaled $43.9 million. In April 2024, the Company announced it entered into a definitive agreement to acquire the U.K. automotive retailing business and related owned real estate, comprising 54 dealerships, from a subsidiary of Inchcape plc for approximately $439 million in an all-cash transaction, inclusive of $279 million of real estate. The transaction is expected to close in the third quarter of 2024. In July 2024, the Company acquired four Mercedes-Benz dealerships located north of London in the county of Hertfordshire. During the three months ended June 30, 2024, the Company made an escrow payment of $86.4 million related to the acquisition to an escrow agent, which was then paid to the sellers in July 2024. As the escrow payment was made prior to the closing of the transaction, the amount is recorded within Other current asset s in the Condensed Consolidated Balance Sheets as of June 30, 2024 and as Escrow payments for acquisitions within Net cash used in investing activities in the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2024. The Company will account for the business combination in future periods. Dispositions The Company’s divestitures generally consist of dealership assets and related real estate. Gains and losses on divestitures are recorded within Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. During the six months ended June 30, 2024, the Company recorded a net pre-tax gain totaling $51.6 million related to the disposition of seven dealerships and one collision center in the U.S. The dispositions reduced goodwill by $62.5 million. During the six months ended June 30, 2023, the Company recorded a net pre-tax gain totaling $10.1 million related to the disposition of four dealerships in the U.S. The dispositions reduced goodwill by $20.8 million. The Company also terminated one franchise in the U.S. There was no goodwill that has been reclassified to assets held for sale as of June 30, 2024. Assets held for sale in the Condensed Consolidated Balance Sheets includes $39.8 million of goodwill that has been reclassified to assets held for sale as of December 31, 2023.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
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