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PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
(All tables in millions, except per share data)
2. BUSINESS ACQUISITIONS AND DIVESTITURES
Businesses acquired through December 31, 2000
and accounted for under the purchase method of accounting are
included in the Consolidated Financial Statements from the date
of acquisition.
During the year ended December 31, 2000, the
Company acquired various automotive retail businesses. The Company
paid approximately $190.9 million in cash for these acquisitions,
all of which were accounted for under the purchase method of accounting.
During 2000, the Company also paid approximately $122.4 million
in deferred purchase price for certain prior year automotive retail
acquisitions. At December 31, 2000, the Company accrued approximately
$24.5 million of deferred purchase price due to former owners
of acquired businesses.
During the year ended December 31, 1999, the
Company acquired various automotive retail businesses. The Company
paid approximately $879.1 million in cash for these acquisitions,
all of which were accounted for under the purchase method of accounting.
During 1999, the Company also paid approximately $34.9 million
in deferred purchase price for certain prior year automotive retail
acquisitions.
During the year ended December 31, 1998, the
Company acquired various businesses in the automotive retail,
solid waste services and automotive rental industries. With respect
to continuing operations, the Company issued approximately 21.9
million shares of the Company's common stock, par value $.01 per
share, valued at $473.2 million and paid approximately $804.3
million in cash for acquisitions accounted for under the purchase
method of accounting. With respect to discontinued operations,
the Company issued approximately 3.4 million shares of common
stock valued at $68.0 million and paid approximately $494.4 million
in cash and certain properties for acquisitions accounted for
under the purchase method of accounting.
The preliminary purchase price allocations
for business combinations accounted for under the purchase method
of accounting related to continuing operations for the years ended
December 31 were as follows:
2000 1999 1998
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Property and equipment ........................................... $ 21.9 $ 145.5 $ 403.5
Intangible and other assets ...................................... 169.0 942.7 1,290.8
Working capital .................................................. 111.5 450.3 744.0
Debt assumed ..................................................... (109.2) (623.8) (1,085.1)
Other liabilities ................................................ (2.3) (35.6) (75.7)
Common stock issued .............................................. -- -- (473.2)
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Cash used in business acquisitions, net of cash acquired ......... $ 190.9 $ 879.1 $ 804.3
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The Company's unaudited pro forma consolidated
results of continuing operations assuming acquisitions accounted
for under the purchase method of accounting had occurred at the
beginning of each period presented are as follows for the years
ended December 31:
2000 1999
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Revenue .............................................................. $ 21,113.1 $ 22,379.3
Income (loss) from continuing operations ............................. $ 328.8 $ (12.0)
Diluted earnings (loss) per share from continuing operations ......... $ .91 $ (.03)
The unaudited pro forma results of continuing
operations are presented for informational purposes only and may
not necessarily reflect the future results of operations of the
Company or what the results of operations would have been had the
Company owned and operated these businesses as of the beginning
of each period presented.
As described in Note 10,
Restructuring and Impairment Charges (Recoveries), Net, the Company
has been divesting of certain non-core franchised automotive dealerships.
During 2000, the Company received approximately $89.7 million of
cash from the divestiture of franchised automotive dealerships.
Gains and losses on divestitures are included in Asset Impairment
Charges (Recoveries) in the accompanying Consolidated Income Statements
and were not material during 2000. The Company signed a definitive
agreement to sell its Flemington dealer group. The Company expects
to complete the sale in the second quarter of 2001.
In November 2000, the Company completed the divestiture
of its outdoor media business for a purchase price of approximately
$104.0 million. In connection with the sale, the Company entered
into a prepaid $15.0 million advertising agreement and therefore,
received net proceeds of $89.0 million. The Company recognized a
pre-tax gain of $53.5 million on the sale which has been included
in Other Income, Net in the accompanying 2000 Consolidated Income
Statement.
Cash received from the divestiture of franchised
automotive dealerships in 1999 and 1998 was $131.3 million and $55.1
million, respectively. Gains and losses on divestitures, other than
those recorded in the Company's 1999 restructuring and impairment
charges, were not material in 1999 and 1998.
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Form
10-K 
