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Business Acquisitions and Dispositions $ in Thousands | 12 Months Ended
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Dec. 31, 2021 USD ($)
Business Combinations [Abstract] |
Business Acquisitions and Dispositions | 2. Business Acquisitions and Dispositions Acquisitions We acquired 27 franchised dealership businesses and 14 pre-owned businesses for approximately $1,018.9 million during 2021. We acquired two pre-owned businesses for approximately $19.7 million during 2020. We did not acquire any businesses during 2019. Acquisitions are included in the consolidated financial statements from the date of acquisition. Results of acquired dealerships are included in our accompanying consolidated statements of operations commencing on the date of acquisition. Our acquisitions are accounted for such that the assets acquired and liabilities assumed are recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The fair value of our manufacturer franchise rights is determined as of the acquisition date, by discounting the projected cash flows specific to each franchise. This analysis includes projected revenue, projected operating margins, a discount rate (and estimates in the discount rate inputs) and residual growth rates. RFJ Acquisition On December 6, 2021 (the “Closing Date”), Sonic completed the acquisition of RFJ Auto Partners, Inc. and its subsidiaries (collectively, “RFJ Auto”). On the Closing Date, RFJ Auto merged with and into a wholly owned subsidiary of Sonic, with RFJ Auto surviving the merger and becoming a direct, wholly owned subsidiary of Sonic (the “RFJ Acquisition”). In connection with the RFJ Acquisition, Sonic acquired RFJ Auto, which collectively have 33 automotive retail locations in seven states and a portfolio of 16 automotive brands. Beginning on the Closing Date, the results of 22 stores acquired in the RFJ Acquisition were included in our Franchised Dealerships Segment and 11 Northwest Motorsport pre-owned vehicle stores acquired in the RFJ Acquisition were included in our EchoPark Segment. The aggregate consideration for the RFJ Acquisition was approximately $950.2 million, of which approximately $222.4 million was funded from borrowings under Sonic’s syndicated new and used vehicle floor plan credit facilities. The consideration for the RFJ Acquisition is subject to customary post-close adjustments. Under the acquisition method of accounting, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on information currently available. Amounts recognized as of December 31, 2021 associated with the RFJ Acquisition are preliminary as we continue to gather information related to the identification and valuation of acquired assets and liabilities, including but not limited to, the valuation of property and equipment and related useful lives, valuation of franchise assets, and final net working capital adjustments. The following table summarizes the allocation of the purchase price based on preliminary estimates of fair value:
Summary of Assets Acquired and Liabilities Assumed |  | (In millions)
Cash |  | $ | 9.4 |
Receivables |  | 31.4 |
Inventories |  | 249.2 |
Other current assets |  | 4.4 |
Property and equipment |  | 129.7 |
Goodwill |  | 176.0 |
Franchise assets |  | 398.2 |
Total assets acquired |  | $ | 998.3 |
Trade accounts payable |  | (11.2) |
Other accrued liabilities |  | (36.9) |
Total liabilities assumed |  | $ | (48.1) |
Net assets acquired |  | $ | 950.2 |
Goodwill and manufacturer franchise rights associated with the RFJ Acquisition are not deductible for federal and state income tax purposes. We recorded approximately $3.0 million of acquisition related costs during the year ended December 31, 2021, which are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. The accompanying consolidated statements of operations include revenue and net income attributable to RFJ Auto from December 6, 2021 through December 31, 2021 of approximately $215.7 million and $7.5 million, respectively. The following unaudited pro forma summary presents consolidated information as if the acquisition of RFJ Auto had occurred on January 1, 2020:
| Year Ended December 31,
| 2021 |  | 2020
| (In millions)
Revenue | $ | 15,408.7 |  |  | $ | 12,526.0 |
Net income | $ | 393.4 |  |  | $ | (42.9) |
Dispositions We disposed of one luxury franchised dealership and terminated two mid-line import franchises in 2021, which generated net cash from dispositions of approximately $6.6 million. We disposed of one mid-line import franchised dealership and terminated two luxury franchises in 2020, which generated net cash from dispositions of approximately $9.6 million. We disposed of one luxury franchised dealership and nine mid-line import franchised dealerships in 2019, which generated net cash from dispositions of approximately $250.7 million. In conjunction with dealership dispositions, we have agreed to indemnify the buyers from certain liabilities and costs arising from operations or events that occurred prior to sale but which may or may not have been known at the time of sale, including environmental liabilities and liabilities resulting from the breach of representations or warranties made under the agreements. See Note 12, “Commitments and Contingencies,” for further discussion. Revenues and other operating results associated with disposed dealerships that remain in continuing operations were as follows:
| Year Ended December 31,
| 2021 |  | 2020 |  | 2019
| (In millions)
Income (loss) from operations before taxes and items below | $ | (2.2) |  |  | $ | (2.6) |  |  | $ | 2.7 |
Gain (loss) on disposal of dealerships (1) | 2.3 |  |  | 3.1 |  |  | 74.8 |
Lease exit accrual adjustments and charges | 0.4 |  |  | — |  |  | 0.2 |
Income (loss) before taxes | $ | 0.5 |  |  | $ | 0.5 |  |  | $ | 77.7 |
Total revenues | $ | 25.5 |  |  | $ | 52.1 |  |  | $ | 419.5 |
(1)Included in selling, general and administrative expenses in the accompanying consolidated statements of operations. In the ordinary course of business, we evaluate our dealership franchises for possible disposition based on various strategic and performance criteria.
Business Combination, Acquisition Related Costs | $ 3,000

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- Definition This element represents acquisition-related costs incurred to effect a business combination which costs have been expensed during the period. Such costs include finder's fees; advisory, legal, accounting, valuation, and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and may include costs of registering and issuing debt and equity securities. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 25 -Paragraph 23 -URI http://asc.fasb.org/extlink&oid=123586518&loc=d3e1043-128460 + Details
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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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