Quarterly report pursuant to Section 13 or 15(d)

Business Acquisitions and Dispositions

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Business Acquisitions and Dispositions
 6 Months Ended
Jun. 30, 2014
Business Combinations [Abstract]  
Business Acquisitions and Dispositions

2. Business Acquisitions and Dispositions

Acquisitions – Sonic acquired one luxury franchise during the six-month period ended June 30, 2014 for an aggregate purchase price of approximately $2.6 million. The balance sheet as of June 30, 2014 includes preliminary allocations of the purchase price of the acquired assets and liabilities based on their estimated fair market values at the date of acquisition and are subject to final adjustment.

Dispositions – As discussed in Note 1, “Summary of Significant Accounting Policies,” the FASB issued ASU 2014-08 which amended the definition of and reporting requirements for discontinued operations. Sonic elected to adopt and apply this guidance beginning with this Form 10-Q for the period ended June 30, 2014. The results of operations for those dealerships that were classified as discontinued operations as of March 31, 2014 are included in the accompanying Unaudited Condensed Consolidated Statements of Income and will continue to be reported within discontinued operations in the future. There were no unsold dealerships classified in discontinued operations at March 31, 2014. Revenues and other activities associated with dealerships classified as discontinued operations were as follows:

 

     Second Quarter Ended June 30,     Six Months Ended June 30,  
     2014     2013     2014     2013  
    

(In thousands)

  

Income (loss) from operations

    $ (181 )    $ 1,400      $ (770 )    $ 1,366   

Gain (loss) on disposal

      97        (341 )      53        (378 ) 

Lease exit accrual adjustments and charges

      (43 )      (698 )      (375 )      (1,365 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Pre-tax income (loss)

    $ (127 )    $ 361      $ (1,092 )    $ (377 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Total revenues

    $ —        $ —        $ —        $ —     

Beginning with disposals occurring during the second quarter ended June 30, 2014, only the operating results of disposals that represent a strategic shift that has (or will have) a major impact on Sonic’s results of operations and financial position will be included in the income (loss) from discontinued operations in the accompanying Unaudited Condensed Consolidated Statements of Income. Sonic disposed of two franchises during the quarter ended June 30, 2014 and disposed of three franchises during the six-month period ended June 30, 2014. These disposals generated net cash from disposition of approximately $13.3 million and $15.2 million, respectively.

 

Revenues and other activities associated with disposed dealerships that remain in continuing operations were as follows:

 

     Second Quarter Ended June 30,     Six Months Ended June 30,  
     2014     2013     2014     2013  
    

(In thousands)

  

Income (loss) from operations

    $ (61 )    $ (467 )    $ (507 )    $ (1,175 ) 

Gain (loss) on disposal

      7,260        —          7,624        —     
  

 

 

    

 

 

    

 

 

    

 

 

  

Pre-tax income (loss)

    $ 7,199      $ (467 )    $ 7,117      $ (1,175 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Total revenues

    $ 21,870      $ 23,628      $ 42,485      $ 49,612   

In the ordinary course of business, Sonic evaluates its dealership franchises for possible disposition based on various performance criteria, and the disposals during the six-month period ended June 30, 2014 represent dealerships identified based on their unprofitable operations and other operational considerations. As of June 30, 2014, Sonic had two dealerships classified as held for sale. Sonic anticipates disposal of these dealerships to occur within the next twelve months and deems it unlikely that significant changes to the plan to sell these stores will be made. In the future, Sonic may also sell other franchises that are not currently held for sale.

The major classes of assets and liabilities classified as held for sale for all periods presented in the statement of financial position are as follows:

 

     June 30, 2014      December 31, 2013  
     (In thousands)  

Inventories

    $ 11,820       $ —     

Property and equipment, net (1)

      8,499         4,101   

Goodwill

      3,432         —     

Other intangible assets, net

      4,600         —     
  

 

 

     

 

 

  

Assets held for sale

    $ 28,351       $ 4,101   
  

 

 

     

 

 

  

Liabilities associated with assets held for sale - trade

    $ 11,641       $ —     

 

(1) June 30, 2014 includes approximately $0.3 million related to franchises classified as held for sale, and approximately $8.2 million related to real estate not being used in operations. December 31, 2013 includes approximately $4.1 million related to real estate not being used in operations.