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Acquisitions
12 Months Ended
Dec. 31, 2016
Acquisitions  
Acquisitions

14. Acquisitions

In 2016, 2015 and 2014, a subsidiary of the Company acquired the assets or stock of multiple dealership locations that constituted business under accounting rules. The Company used its working capital, a combination of cash and floor plan financing and members’ capital contributions to complete the acquisitions. The acquired businesses were recorded at their estimated fair values under the purchase method of accounting. The balance of the purchase prices in excess of fair value of assets acquired was recorded as goodwill.

In 2016, concurrent with the acquisition of dealership businesses, the Company purchased real properties for $15.3 million from related parties of the sellers. The Company sold a portion of the real properties to a third party in sale‑leaseback transactions. In 2015, concurrent with the acquisition of dealership businesses, the Company purchased real properties for $17.0 million from related parties of the sellers. The Company sold a portion of the real properties to a third party in sale‑leaseback transactions. In 2014, the Company purchased real property of $3.8 million related to the acquisition of dealership assets. The real property was not sold by the Company. In 2013, concurrent with the acquisition of dealership assets, the Company purchased real properties for $13.6 million from related parties of the sellers. The Company immediately sold the real properties to a third party in sale‑leaseback transactions, as further described in Note 12 — Commitments and Contingencies.

A summary of the purchase price allocations for the acquisitions consists of the following:

 

 

 

 

 

 

 

 

 

 

($ in thousands)

    

2016

    

2015

    

2014

Assets (liabilities) acquired (assumed) at fair value:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

$

944

 

$

 —

 

$

 —

Inventory

 

 

36,285

 

 

75,664

 

 

6,228

Property and equipment

 

 

823

 

 

842

 

 

51

Intangibles

 

 

2,774

 

 

 —

 

 

 —

Goodwill

 

 

40,165

 

 

51,887

 

 

4,369

Security deposits

 

 

 —

 

 

12

 

 

 —

Other assets

 

 

175

 

 

19

 

 

 —

Customer deposits

 

 

 —

 

 

(1,111)

 

 

(33)

Accounts payable

 

 

(2,231)

 

 

(49)

 

 

 —

Accrued expenses

 

 

(329)

 

 

(575)

 

 

 —

Purchase price

 

 

78,606

 

 

126,689

 

 

10,615

Purchase price holdback included in other long-term liabilities

 

 

 —

 

 

(1,500)

 

 

 —

Inventory purchases financed via floor plan

 

 

(28,942)

 

 

(59,794)

 

 

(4,029)

Cash payment net of holdback and floor plan financing

 

$

49,664

 

$

65,395

 

$

6,586

 

The basis for tax purposes of acquired goodwill for the years ended December 31, 2016, 2015, and 2014 was $40.6 million, $22.7 million, and $4.4 million, respectively. Included in the 2016 Consolidated Financial results is $75.1 million of revenue and $2.7 million of pre‑tax income of these dealership businesses purchased in 2016 from the applicable acquisition dates.