ACQUISITIONS AND DIVESTITURES

12 Months Ended

Dec. 31, 2024

Koons Acquisition

On December 11, 2023, we completed the acquisition of the Jim Koons Dealerships. The results of the Jim Koons Dealerships have been included in our consolidated financial statements since that date. The Koons acquisition diversifies Asbury's geographic mix, with expansion in the greater Washington-Baltimore region of the United States.

As a result of the Koons acquisition, we acquired 20 new vehicle dealerships, six collision centers and the real property related thereto, for a total purchase price of approximately $1.50 billion, which includes $256.1 million of new vehicle floor plan financing and $100.9 million of assets held for sale related to Koons Lexus of Wilmington. The purchase price was paid in cash.

The sources of the purchase consideration are as follows:


	(In millions)
Cash	$	941.3
New vehicle floor plan facility	256.1
Used vehicle floor plan facility	307.1
Purchase price	$	1,504.5

Under the acquisition method of accounting, the tangible and intangible assets acquired and liabilities assumed are recorded at their estimated fair value based on information currently available. The following table summarizes the amounts recorded based on final estimates of fair value:


Summary of Assets Acquired and Liabilities Assumed
	(In millions)
Assets
Inventories, net	$	310.6
Other current assets	11.8
Assets held for sale	100.9
Total current assets	423.3
Property and equipment, net	417.6
Goodwill	272.4
Intangible franchise rights	401.0
Operating lease right-of-use assets	11.2
Total assets acquired	$	1,525.5
Liabilities
Operating lease liabilities	$	11.2
Other liabilities	9.7
Total liabilities assumed	20.9
Net assets acquired	$	1,504.5

The acquisition accounting is based upon the Company’s estimates of fair value. The estimated fair values of the assets acquired and liabilities assumed and the related acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management, including the books and records of Koons. Measurement period adjustments recorded during the year ended December 31, 2024 and their related effects on our consolidated statements of income were not material. Furthermore, we recorded a $26.7 million measurement period adjustment to reflect the fair value of franchise rights acquired, with a corresponding increase to goodwill, within our consolidated balance sheet during the year ended December 31, 2024.

Approximately $401.0 million of the purchase price was assigned to the indefinite lived franchise rights intangible assets related to the dealer agreements applicable to each new vehicle dealership. In addition, goodwill of $272.4 million was recognized and is attributable to the anticipated synergies that Asbury expects to derive from the Koons acquisition as well as the acquired assembled workforce of the Koons dealerships.

The Company recorded $4.1 million of acquisition related costs during the year ended December 31, 2023. These costs are included in selling, general and administrative in the consolidated statements of income. The Company did not incur acquisition related costs during the year ended December 31, 2024.

Goodwill and manufacturer franchise rights associated with our Dealerships segment acquisitions are deductible for federal and state income tax purposes ratably over a 15-year period.

The Company's consolidated statements of income for the year ended December 31, 2024 included revenue and net income attributable to the Jim Koons Dealerships of $2,805.5 million and $86.9 million, respectively.

The following represents the unaudited pro forma information as if the Koons acquisition had been included in the consolidated results of the Company since January 1, 2022:


	For the Year Ended December 31,
	2023		2022
	(In millions)
	(Unaudited)

Pro forma revenue	$	17,540.4	$	18,516.1
Pro forma net income	$	660.8	$	1,092.9

The above pro forma financial information adjusts the revenue and net income related to the Koons acquisition primarily for (1) depreciation and interest expense assuming that the fair value adjustments and indebtedness incurred in connection with the Koons acquisition had occurred on January 1, 2022 and (2) the exclusion of Koons Lexus of Wilmington, which is classified as

assets held for sale as of December 31, 2023. The pro forma net income for the year ended December 31, 2023 includes $117.2 million of asset impairments recorded by the Company during the fourth quarter of 2023.

Other Acquisitions and Divestitures

On February 14, 2025, the Company, through one of its subsidiaries, entered into a Transaction Agreement with various entities that comprise the Herb Chambers Dealerships. See Note 23 "Subsequent Event” for more information.

There were no other acquisitions during the years ended December 31, 2024, 2023 and 2022.

During the year ended December 31, 2024, we sold one Lexus franchise (one dealership location) in Wilmington, Delaware due to OEM requirements in connection with the Koons acquisition, one Nissan franchise (one dealership location) in Denver, Colorado, one Nissan franchise (one dealership location) in Atlanta, Georgia, one Chevrolet franchise (one dealership location) in Atlanta, Georgia and one Honda franchise (one dealership location) in Spokane, Washington. The Company recorded a pre-tax gain totaling $8.6 million, which is presented in our accompanying consolidated statements of income as a gain on dealership divestitures, net.

During the year ended December 31, 2023, we sold one franchise (one dealership location) in Austin, Texas. The Company recorded a pre-tax gain totaling $13.5 million.

During the year ended December 31, 2022, we sold one franchise (one dealership location) in St. Louis, Missouri, three franchises (three dealership locations) and one collision center in Denver, Colorado, two franchises (two dealership locations) in Spokane, Washington, one franchise (one dealership location) in Albuquerque, New Mexico and 11 franchises (nine dealership locations) and two collision centers in North Carolina. The Company recorded a pre-tax gain totaling $207.1 million.