Business Acquisitions and Dispositions |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Acquisitions and Dispositions | Business Acquisitions and Dispositions Acquisitions
During the nine months ended September 30, 2026, in an effort to expand and diversify our business, we acquired one business (consisting of six locations) in our Powersports Segment and one business in our Franchised Dealerships Segment for an aggregate gross purchase price of approximately $169.3 million. The dealership locations include Falcons Fury Harley-Davidson (Conyers, Georgia), Raging Bull Harley-Davidson (Durham, North Carolina), San Diego Harley-Davidson (San Diego, California), Space Coast Harley-Davidson (Palm Bay, Florida), Treasure Coast Harley-Davidson (Stuart, Florida) in addition to one authorized retail outlet location, Cocoa Beach Harley-Davidson (Cocoa Beach, Florida), and Porsche Walnut Creek (Walnut Creek, California). The allocation of the aggregate gross purchase price included inventory of approximately $30.9 million, property and equipment of approximately $4.2 million, real estate of approximately $55.3 million, goodwill of approximately $9.7 million, franchise assets of approximately $71.5 million, other assets of approximately $0.2 million, right-of-use assets of $12.6 million, lease liabilities of $12.8 million, and other liabilities of approximately $2.3 million.
The accompanying consolidated statements of operations include revenue and income before taxes attributable to the businesses acquired during the nine months ended September 30, 2026 of approximately $51.8 million and $2.2 million, respectively. Acquisition costs recognized as an expense in the consolidated statements of operations related to this acquisition were immaterial. Additionally, the total amount of goodwill and other intangibles from the acquisitions that is expected to be deductible for tax purposes is approximately $81.2 million.
The following unaudited pro forma summary presents consolidated information as if the acquisitions had occurred on January 1, 2025:
(1) The supplemental pro forma information for revenue and income before taxes of the Company as though the business combination had occurred on January 1, 2026 is impracticable to provide for the Powersports Segment acquisition due to the fact that carve-out financial information for the acquired business prior to the acquisition was not available. The pro forma information shown for the nine months ended September 30, 2026 only includes the pro forma information from the Franchised Dealerships Segment acquisition.
(2) The prior year supplemental pro forma revenue and income before taxes for the twelve months ended December 31, 2025 assume the acquisitions had occurred on January 1, 2025. Historical financial information for the acquired businesses was available only on a cumulative year-to-date basis, without the monthly detail necessary to present pro forma information for the nine months ended September 30, 2025.
During the nine months ended September 30, 2025, we acquired five businesses in our Franchised Dealerships Segment and were awarded one franchise in our Powersports Segment, which was previously an authorized retail outlet in Sturgis, South Dakota. The businesses acquired in our Franchised Dealerships Segment were Jaguar Land Rover Los Angeles, Jaguar Land Rover Newport Beach, Jaguar Land Rover San Jose, Land Rover Pasadena and Jaguar Land Rover Santa Monica for an aggregate gross purchase price of approximately $440.3 million.
Dispositions During the nine months ended September 30, 2026, we disposed of three mid-line import franchised dealerships, one domestic franchised dealership, and one collision center. The disposal of these five locations and related real estate generated net cash of approximately $40.5 million and $22.2 million, respectively, for combined net proceeds of $62.7 million, and generated a pre-tax gain on disposal of approximately $5.1 million. During the nine months ended September 30, 2025, we disposed of one mid-line import franchised dealership and terminated one domestic franchised dealership and one powersports franchise.
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| Segment Information |
9. Segment Information
As of September 30, 2026, Sonic had three operating segments: (1) the Franchised Dealerships Segment; (2) the EchoPark Segment; and (3) the Powersports Segment. Refer to Note 1, “Description of Business and Summary of Significant Accounting Policies,” to the consolidated financial statements in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional discussion of our operating segments. Sonic has determined that its operating segments also represent its reportable segments.
The reportable segments identified above are the business activities of Sonic for which discrete financial information is available and for which operating results are regularly reviewed by Sonic’s chief operating decision maker (“CODM”) to assess operating performance and allocate resources. Sonic’s CODM is a group of three individuals consisting of: (1) the Company’s Chief Executive Officer; (2) the Company’s President; and (3) the Company’s Chief Financial Officer.
The CODM uses segment gross profit and segment income (loss) to assess performance and allocate resources across the reportable segments. The CODM evaluates these measures against budget and prior-year results on a monthly basis to assess each segment’s operating performance and determine resource needs. Segment gross profit is used to evaluate the profitability of each segment’s revenue-generating activities, while segment income (loss) is used to evaluate profitability after operating expenses and other income and expenses included in the measure. These evaluations inform the annual budgeting process and ongoing decisions regarding capital expenditures, business expansion, and other investments within and among the segments.
These measures are calculated consistently across the reportable segments using accounting policies consistent with those applied in Sonic’s consolidated financial statements.
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