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BUSINESS COMBINATION
12 Months Ended
Dec. 31, 2024
Business Combination  
Business combination

NOTE 2 – BUSINESS COMBINATION

On January 22, 2024, the Company completed the previously announced strategic acquisition of Groupe Del Vasto (“Vast Auto”), an auto parts supplier headquartered in Montreal, Quebec, Canada, pursuant to a stock purchase agreement whereby 100% of all outstanding shares of Vast Auto were acquired, with all consideration paid in cash at closing.  The acquisition of Vast Auto represents O’Reilly’s

entrance into the Canadian automotive aftermarket.  At the time of the acquisition, Vast Auto operated two distribution centers and six satellite warehouses that support a network of 23 company-owned stores and thousands of independent jobber and professional customers across Eastern Canada.  The results of Vast Auto’s operations have been included in the Company’s condensed consolidated financial statements beginning from the date of acquisition.  Pro forma results of operations related to the acquisition of Vast Auto are not presented as Vast Auto’s results are not material to the Company’s results of operations.

The Company’s preliminary assessment resulted in the initial recognition of $109.8 million of goodwill and intangible assets, which was increased by $0.4 million during the initial measurement period, including impacts from the recognition of applicable deferred taxes related to the acquisition, which was included in “Goodwill” on the Condensed Consolidated Balance Sheets of the quarterly report on Form 10-Q for the third quarter ended September 30, 2024.

The purchase price allocation process, consisting of collecting data and information to enable the Company to value the identified assets acquired and liabilities assumed as a result of the business combination, was finalized during the fourth quarter of 2024.  Separately identifiable intangible assets, arising as a result of the business combination, included $32.8 million of finite lived intangible assets, consisting of customer relationships.  Residual goodwill of $50.5 million was recorded as of the acquisition date, as a result of the final purchase price allocation.  Goodwill generated from this acquisition is not amortizable for tax purposes.

See Note 8 for further information concerning the Company’s goodwill and other intangible assets.