Quarterly report pursuant to Section 13 or 15(d)

Business Acquisitions and Dispositions

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Business Acquisitions and Dispositions
 9 Months Ended
Sep. 30, 2013
Business Combinations [Abstract]  
Business Acquisitions and Dispositions

2. Business Acquisitions and Dispositions

Acquisitions – The aggregate purchase price for franchise operations and underlying assets, including real estate, acquired during the third quarter ended September 30, 2013 totaled approximately $88.2 million in cash, net of cash acquired. These cash outflows were funded by cash from operations and borrowings under Sonic’s floor plan facilities. The balance sheet as of September 30, 2013 includes preliminary allocations of the purchase price of these acquisitions to the assets and liabilities acquired based on their estimated fair market values at the date of acquisition and are subject to final adjustment, principally related to the finalization of the dealership valuations. As a result of these allocations, Sonic has recorded the following related to 2013 acquisitions:

 

  •   $43.5 million of net assets relating to dealership operations (includes real estate);

 

  •   $20.0 million of indefinite life intangible assets representing rights acquired under franchise agreements, all of which is expected to be tax deductible; and

 

  •   $24.7 million of goodwill, all of which is expected to be tax deductible.

The following unaudited pro forma financial information presents a summary of consolidated results from continuing operations as if all of the 2013 acquisitions had occurred at the beginning of 2012, after giving effect to certain adjustments, including interest expense on acquisition debt and related income tax effects. The pro forma financial information does not give effect to adjustments relating to net changes in floor plan interest expense resulting from renegotiated floor plan financing agreements or to reductions in salaries and fringe benefits of former owners or officers of acquired dealerships who have not been retained by Sonic or whose salaries have been reduced pursuant to employment agreements with Sonic. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations that would have occurred had the 2013 acquisitions actually been completed at the beginning of the periods presented. The pro forma results are also not necessarily indicative of the results of future operations.

 

     Third Quarter Ended September 30,      Nine Months Ended September 30,  
(In thousands)    2013      2012      2013      2012  

Total revenues

    $ 2,262,592       $ 2,167,067       $ 6,630,372       $ 6,293,525   

Gross profit

    $ 329,674       $ 311,209       $ 979,621       $ 940,190   

Income from continuing operations before taxes

    $ 39,261       $ 20,575       $ 89,194       $ 96,571   

Net income

    $ 24,864       $ 12,630       $ 55,323       $ 62,972   

Earnings per share from continuing operations

    $ 0.47       $ 0.22       $ 1.04       $ 1.07   

 

Dispositions – The operating results of disposed dealerships are included in the income (loss) from discontinued operations in the accompanying Unaudited Condensed Consolidated Statements of Income. As of September 30, 2013, there were no dealerships held for sale.

Revenues and other activities associated with dealerships classified as discontinued operations were as follows:

 

     Third Quarter Ended September 30,     Nine Months Ended September 30,  
(In thousands)    2013     2012     2013     2012  

Income (loss) from operations

    $ (1,389 )    $ (1,925 )    $ (22 )    $ (8,425 ) 

Gain (loss) on disposal

      (57 )      1,065        (435 )      6,578   

Lease exit accrual adjustments and charges

      (611 )      (2,316 )      (1,977 )      (3,595 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Pre-tax income (loss)

    $ (2,057 )    $ (3,176 )    $ (2,434 )    $ (5,442 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  
        
  

 

 

    

 

 

    

 

 

    

 

 

  

Total revenues

    $ —        $ 45,724      $ —        $ 180,050   
  

 

 

    

 

 

    

 

 

    

 

 

  

Lease exit charges recorded during the third quarter and nine-month periods ended September 30, 2013 and 2012 relate to interest charges and the revision of estimates on previously established lease exit accruals. The lease exit accruals represent the present value of the lease payments, net of estimated or actual sublease proceeds, for the remaining life of the operating leases and other accruals necessary to satisfy the lease commitment to the landlord.