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Acquisitions
3 Months Ended
Mar. 31, 2018
Acquisitions  
Acquisitions

10. Acquisitions

During the three months ended March 31, 2018 and 2017, subsidiaries of the Company acquired the assets of multiple dealership locations. The Company used a combination of cash, floor plan financing, proceeds from the May 2017 Public Offering (defined and described in Note 14 — Stockholders’ Equity), and additional borrowing on the Term Loan Facility in March 2017 (see Note 5 — Long-term Debt) to complete the acquisitions. The acquired businesses were recorded at their estimated fair values under the acquisition method of accounting. The balance of the purchase prices in excess of the fair values of net assets acquired were recorded as goodwill.

For the three months ended March 31, 2018, and March 31, 2017, the Company did not purchase any real properties from parties related to the sellers of the dealership businesses or sell any real properties to a third party.

The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships and retail locations consist of the following:

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

($ in thousands)

    

2018

    

2017

Tangible assets (liabilities) acquired (assumed):

 

 

 

 

 

 

Inventory

 

$

6,609

 

$

29,625

Property and equipment

 

 

281

 

 

467

Other assets

 

 

55

 

 

 3

Accrued liabilities

 

 

(148)

 

 

(479)

Total tangible net assets acquired

 

 

6,797

 

 

29,616

Intangible assets acquired:

 

 

 

 

 

 

Membership and customer lists

 

 

116

 

 

 —

Total intangible assets acquired

 

 

116

 

 

 —

Goodwill

 

 

5,571

 

 

45,832

Purchase price

 

 

12,484

 

 

75,448

Inventory purchases financed via floor plan

 

 

(4,222)

 

 

(16,805)

Cash payment net of floor plan financing

 

$

8,262

 

$

58,643

 

The fair values above are preliminary as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date. All of the acquired goodwill for the three months ended March 31, 2018 and 2017 is expected to be deductible for tax purposes. Included in the three months ended March 31, 2018 and 2017 consolidated financial results were $0.9 million and $11.5 million of revenue, respectively, and $0.2 million of pre-tax loss and $0.5 million of pre-tax income, respectively, of the acquired dealerships and retail locations from the applicable acquisition dates.