Note 15 - Acquisitions

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Business Combination Disclosure [Text Block]

15. ACQUISITIONS

All of the following acquisitions, unless otherwise noted, were considered business combinations accounted for under ASC 805 “Business Combinations.” Pro forma information is not included in accordance with ASC 805 since no acquisitions were considered material individually or in the aggregate.

On December 13, 2021, the Company completed the acquisition of certain of the assets of the of Summit Truck Group, LLC and certain of its subsidiaries and affiliates (collectively, “Summit”) which included full-service commercial vehicle dealerships and Idealease franchises in Arkansas, Kansas, Missouri, Tennessee and Texas. The acquisition included Summit’s dealerships representing International, IC Bus, Idealease, Isuzu and other commercial vehicle manufacturers for a purchase price of approximately $205.3 million, excluding the real property associated with the transaction. The Company financed approximately $102.0 million of the purchase price under its floor plan and lease and rental truck financing arrangements and the remainder of the purchase price was paid in cash. In addition, the Company purchased certain real property owned by Summit for a purchase price of approximately $57.0 million, which was paid in cash.

The purchase price allocation has not yet been finalized related to the Summit acquisition as additional information is expected to be obtained that needs to be evaluated by management, that existed at the time of the acquisition related to property and equipment, inventory and valuation of intangible assets. Management has recorded the purchase price allocations based upon acquired company information that is currently available.

The operations of these acquired locations are included in the accompanying consolidated financial statements from the date of the acquisition. The preliminary purchase price was allocated based on the fair values of the assets and liabilities at the date of acquisition as follows (in thousands):

Goodwill	$	73,710
Franchise rights		1,581
Inventory		76,078
Property and equipment, including real estate		113,161
Customer deposits		(3,359	)
Other		1,156
Total	$	262,327

The goodwill acquired in the Summit acquisition will be amortized over 15 years for tax purposes.

On November 1, 2021, the Company acquired certain assets of Illinois Truck Centre, Inc., which included real estate and a full-service Hino and Isuzu commercial vehicle dealership in Elk Grove, Illinois. The transaction was valued at approximately $2.7 million, with the purchase price paid in cash. The goodwill acquired in the Illinois Truck Centre, Inc. acquisition, which was valued at $1.0 million, will be amortized over 15 years for tax purposes.

On October 18, 2021, the Company acquired certain assets of Commercial Engine Service, Inc., which included a long-term lease for a commercial vehicle facility in Victorville, California, along with commercial vehicle parts inventory. The transaction was valued at approximately $4.3 million, with the purchase price paid in cash. The goodwill acquired in the Commercial Engine Service, Inc. acquisition, which was valued at $3.5 million, will be amortized over 15 years for tax purposes.