UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________________
FORM 10-K
___________________________________________________________________
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-13395
___________________________________________________________________
SONIC AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
___________________________________________________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
4401 Colwick Road
Charlotte, North Carolina
(Address of principal executive offices)
56-2010790
(I.R.S. Employer
Identification No.)
28211
(Zip Code)
Title of each class
Class A Common Stock, par value $0.01 per share
Trading Symbol(s)
SAH
Name of each exchange on which registered
New York Stock Exchange
Registrant’s telephone number, including area code: ( 704) 566-2400
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
None
___________________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☒
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously
issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the
relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
The aggregate market value of the voting common equity held by non-affiliates of the registrant was approximately $ 1.0 billion based upon the closing sales price of the registrant’s Class A Common Stock on
June 30, 2023 of $47.67 per share. The registrant has no non-voting common equity.
As of February 8, 2024, there were 21,953,134 shares of Class A Common Stock, par value $0.01 per share, and 12,029,375 shares of Class B Common Stock, par value $0.01 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement to be filed with the U.S. Securities and Exchange Commission in connection with the registrant’s 2024 Annual Meeting of Stockholders are incorporated by
reference in Part III of this Annual Report on Form 10-K to the extent described herein.
UNCERTAINTY OF FORWARD-LOOKING STATEMENTS AND INFORMATION
This Annual Report on Form 10-K contains, and written or oral statements made from time to time by us or by our authorized officers may contain, “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements address our future objectives, plans and goals, as well
as our intent, beliefs and current expectations regarding future operating performance, results and events, and can generally be identified by words such as “may,” “will,”
“should,” “could,” “believe,” “expect,” “estimate,” “anticipate,” “intend,” “plan,” “foresee” and other similar words or phrases.
These forward-looking statements are based on our current estimates and assumptions and involve various risks and uncertainties. As a result, you are cautioned that these
forward-looking statements are not guarantees of future performance, and that actual results could differ materially from those projected in these forward-looking statements.
Factors which may cause actual results to differ materially from our projections include those risks described in “Item 1A. Risk Factors” of this Annual Report on Form 10-K
and elsewhere herein, as well as:
•
•
•
•
•
•
•
•
•
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•
•
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•
the number of new and used vehicles sold in the United States as compared to our expectations and the expectations of the market;
our ability to generate sufficient cash flows or to obtain additional financing to fund our EchoPark operations, capital expenditures, our share repurchase program,
dividends on our common stock, acquisitions and general operating activities;
our business and growth strategies, including, but not limited to, our EchoPark store operations;
the reputation and financial condition of vehicle manufacturers whose brands we represent, the financial incentives vehicle manufacturers offer and their ability to design,
manufacture, deliver and market their vehicles successfully;
our relationships with vehicle manufacturers, which may affect our ability to obtain desirable new vehicle models in inventory or to complete additional acquisitions or
dispositions;
the adverse resolution of one or more significant legal proceedings against us or our subsidiaries;
changes in laws and regulations governing the operation of automobile franchises, accounting standards, taxation requirements and environmental laws;
changes in vehicle and parts import quotas, duties, tariffs or other restrictions, including supply shortages that could be caused by global political and economic factors or
other supply chain disruptions;
the inability of vehicle manufacturers and their suppliers to obtain, produce and deliver vehicles or parts and accessories to meet demand at our franchised dealerships for
sale and use in our parts, service and collision repair operations;
general economic conditions in the markets in which we operate, including fluctuations in interest rates, inflation, vehicle valuations, employment levels, the level of
consumer spending and consumer credit availability;
high levels of competition in the retail automotive industry, which not only create pricing pressures on the products and services we offer, but also on businesses we may
seek to acquire;
our ability to successfully integrate recent or future acquisitions;
the significant control that our principal stockholders exercise over us and our business matters; and
the rate and timing of overall economic expansion or contraction.
These forward-looking statements speak only as of the date of this Annual Report on Form 10-K or when made, and we undertake no obligation to revise or update these
statements to reflect subsequent events or circumstances, except as required under the federal securities laws and the rules and regulations of the U.S. Securities and Exchange
Commission.
SONIC AUTOMOTIVE, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023
TABLE OF CONTENTS
PART I
Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
Business
Risk Factors
Unresolved Staff Comments
Cybersecurity
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
SIGNATURES
CONSOLIDATED FINANCIAL STATEMENTS
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F-4
SONIC AUTOMOTIVE, INC.
PART I
Item 1. Business.
Sonic Automotive, Inc. was incorporated in Delaware in 1997. References to “Sonic,” the “Company,” “we,” “us” or “our” used throughout this Annual Report on Form
10-K refer to Sonic Automotive, Inc. and its subsidiaries. We are one of the largest automotive retailers in the United States (the “U.S.”) (as measured by reported total revenue).
As a result of the way we manage our business, we had three reportable segments as of December 31, 2023: (1) the Franchised Dealerships Segment; (2) the EchoPark Segment;
and (3) the Powersports Segment. For management and operational reporting purposes, we group certain businesses together that share management and inventory (principally
used vehicles) into “stores.” As of December 31, 2023, we operated 108 stores in the Franchised Dealerships Segment, 25 stores in the EchoPark Segment, and 13 stores in the
Powersports Segment. The Franchised Dealerships Segment consists of 134 new vehicle franchises (representing 28 different brands of cars and light trucks) and 16 collision
repair centers in 18 states. The EchoPark Segment operates in 11 states and the Powersports Segment operates in two states.
Reportable Segments
The Franchised Dealerships Segment provides comprehensive sales and services, including: (1) sales of both new and used cars and light trucks; (2) sales of replacement
parts and performance of vehicle maintenance, manufacturer warranty repairs, and paint and collision repair services (collectively, “Fixed Operations”); and (3) arrangement of
third-party financing, extended warranties, service contracts, insurance and other aftermarket products (collectively, “F&I”) for our guests. The EchoPark Segment sells used cars
and light trucks and arranges third-party F&I product sales for our guests in pre-owned vehicle specialty retail locations, and does not offer customer-facing Fixed Operations
services. The Powersports Segment offers guests: (1) sales of both new and used powersports vehicles (such as motorcycles, personal watercraft and all-terrain vehicles); (2)
Fixed Operations activities; and (3) F&I services. All three segments generally operate independently of one another, with the exception of certain shared back-office functions
and corporate overhead costs.
The majority of our revenue is related to our Franchised Dealerships Segment. In 2023, EchoPark Segment revenue represented approximately 16.9% of total revenue
(compared to 17.6% in 2022). In 2023, Powersports Segment revenue represented approximately 1.1% of total revenue (compared to 0.4% in 2022). See Note 14, “Segment
Information,” to the accompanying consolidated financial statements for additional financial information regarding our three reportable segments.
1
SONIC AUTOMOTIVE, INC.
Our Business
The following charts depict the multiple sources of revenue and gross profit for the year ended December 31, 2023:
As of December 31, 2023, we operated in the following states:
Market
Texas
California
Colorado
Tennessee
Florida
Alabama
North Carolina
Georgia
Idaho
Maryland
Virginia
Washington
Nevada
South Carolina
Indiana
Missouri
New Mexico
New York
Arizona
South Dakota
Disposed stores and holding companies
Total
Number of Stores in
Franchised Dealerships
Segment
Number of Stores in
EchoPark Segment
Number of Stores in
Powersports
Segment
Percent of
2023 Total
Revenue
6
1
3
1
—
1
2
1
—
—
—
7
1
—
—
1
—
—
1
—
—
25
8
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
5
—
13
27.1 %
22.8 %
8.6 %
7.3 %
5.3 %
4.7 %
4.1 %
3.7 %
3.0 %
2.1 %
1.8 %
1.8 %
1.6 %
1.4 %
1.2 %
1.0 %
0.8 %
0.5 %
0.4 %
0.3 %
0.5 %
100.0 %
29
18
7
9
9
7
3
4
3
4
1
1
2
2
3
3
2
1
—
—
—
108
2
SONIC AUTOMOTIVE, INC.
In the future, we may acquire dealerships or open new stores that we believe will strengthen our brand portfolio and divest dealerships or close stores that we believe will
not yield acceptable returns over the long term. The retail automotive industry remains highly fragmented, and we believe that further consolidation may occur. We believe that
attractive acquisition opportunities continue to exist for dealership groups with the capital and experience to identify, acquire and integrate new dealership acquisitions. Our
ability to complete acquisitions and open new stores in the future will depend on many factors, including the availability of financing and the existence of any contractual
provisions that may restrict our acquisition activity.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for a discussion of our plans for
the use of capital generated from operations.
Business Strategy
Maintain Diverse Revenue Streams. We have multiple revenue streams across our three operating segments. In addition to new automobile sales, our revenue sources
include used automobile sales (including through our EchoPark Segment), which we believe are generally less sensitive to economic cycles and other factors that may affect new
automobile sales. Our Powersports Segment further diversifies our vehicle sales offerings to include motorcycles, personal watercraft and all-terrain vehicles. Our Fixed
Operations sales carry a higher gross margin than new and used vehicle sales and generally are not as sensitive to economic conditions as new or used vehicle sales. We also
offer guests assistance in obtaining third-party financing and a range of automobile-related warranty, insurance and other aftermarket products.
Execute Our EchoPark Segment Strategy. We have developed a diversified business model by augmenting our manufacturer-franchised dealership operations with our
EchoPark pre-owned vehicle specialty retail business. Our EchoPark business generally operates independently from our franchised dealerships business (except for certain
shared back-office functions and corporate overhead costs) and offers consumers a modern omnichannel guest experience and a wide selection of quality pre-owned vehicle
inventory at low prices. Sales operations for EchoPark began in 2014, and, as of December 31, 2023, we operated 25 stores in the EchoPark Segment in 11 states. Under our
current EchoPark long-term growth strategy, we plan to continue to enhance our nationwide EchoPark distribution network to reach 90% of the U.S. population at maturity.
Expand Our Omnichannel Capabilities. Automotive consumers have become increasingly more comfortable using technology to research their vehicle buying
alternatives, communicate with store personnel, and complete a portion or all of a vehicle purchase online. The internet presents a marketing, advertising and sales channel that
we will continue to utilize to drive value for our stores and enhance the guest experience. Our existing platforms give us the ability to leverage new technology to integrate
systems, customize our dealership websites and use our data to improve the effectiveness of our advertising and interaction with our guests. These platforms also allow us to
market all of our products and services to a national audience and, at the same time, support the local market penetration of our individual stores.
Focus on the Guest Experience. We focus on providing a high-quality guest experience and maintaining high levels of customer satisfaction. Our personalized sales
process is designed to appeal to our guests by providing high-quality vehicles and service through a positive, “guest-centric” experience. Several manufacturers offer specific
financial incentives on a per vehicle basis if certain Customer Satisfaction Index (“CSI”) levels (which vary by manufacturer) are achieved by a dealership. In addition, all
manufacturers consider CSI scores in approving acquisitions or awarding new dealership open points. To keep dealership and executive management focused on customer
satisfaction, we include CSI results as a component of our incentive-based compensation programs for certain groups of associates and executive management.
Train, Develop and Retain Our Teammates. We believe our teammates are the cornerstone of our business and crucial to our financial success. Our goal is to develop
our teammates and foster an environment where our teammates can contribute and grow with the Company. Teammate satisfaction is very important to us, and we believe a high
level of teammate satisfaction reduces turnover and enhances our guests’ experience at our stores by pairing our guests with well-trained support personnel. We believe that our
comprehensive training of our teammates provides us with an advantage over other competitors in retaining talent and providing a high-quality guest experience.
Optimize Our Capital Structure. As part of our cash management strategy, we periodically repurchase shares of our Class A Common Stock in open-market or structured
transactions to maintain our targeted capital structure. In addition to allowing us to return capital to our stockholders, stock repurchases offset dilution caused by the exercise of
stock options and the vesting of equity compensation awards. We regularly review repurchase activity and consider a number of factors in determining when to execute
repurchases, including, but not limited to, historical and projected results of operations, the current economic environment and the market price of our Class A Common Stock.
During 2023, we repurchased approximately 3.3 million shares of our Class A Common Stock for approximately $177.6 million. As of December 31, 2023, our total remaining
share repurchase authorization was approximately $286.7 million.
3
SONIC AUTOMOTIVE, INC.
Maximize Asset Returns Through Process Execution. We have developed standardized operating processes that are documented in operating playbooks for our stores.
Through the continued implementation of our operating playbooks, we believe organic growth opportunities exist by offering a more favorable buying experience to our guests
and creating efficiencies in our business processes. We believe the development, refinement and implementation of these operating processes will enhance the guest experience,
make us more competitive in the markets we serve and drive profit growth across each of our revenue streams.
Optimize Our Brand Portfolio. Our long-term growth and acquisition strategy is primarily focused on acquiring desirable businesses in markets that meet certain strategic
criteria for population growth and vehicle registration rates, among other considerations including shifts in consumer preferences. A majority of our franchised dealerships are
either luxury or mid-line import brands. For 2023, approximately 86% of our total new vehicle revenue was generated by luxury and mid-line import dealerships, which typically
have higher operating margins, more stable Fixed Operations departments, lower associate turnover and lower inventory levels than other brand categories. We actively evaluate
acquisition opportunities and other strategic transactions that we believe will strengthen or diversify our brand portfolio.
The following table depicts the breakdown of our Franchised Dealerships Segment new vehicle revenues by brand:
Brand
Luxury:
BMW
Mercedes
Audi
Lexus
Land Rover
Porsche
Cadillac
MINI
Other luxury (1)
Total Luxury
Mid-line Import:
Honda
Toyota
Volkswagen
Hyundai
Other mid-line imports (2)
Total Mid-line Import
Domestic:
General Motors (3)
Chrysler Dodge Jeep RAM
Ford
Total Domestic
Total
(1) Includes Acura, Alfa Romeo, Infiniti, Jaguar, Maserati and Volvo.
(2) Includes Mazda, Nissan and Subaru.
(3) Includes Buick, Chevrolet and GMC.
4
Percentage of New Vehicle Revenues
Year Ended December 31,
2022
2023
2021
25 %
14 %
6 %
5 %
4 %
4 %
2 %
1 %
2 %
63 %
10 %
9 %
2 %
1 %
1 %
23 %
6 %
4 %
4 %
14 %
100 %
26 %
13 %
6 %
5 %
3 %
4 %
2 %
1 %
1 %
61 %
9 %
9 %
2 %
1 %
1 %
22 %
7 %
6 %
4 %
17 %
100 %
26 %
12 %
6 %
5 %
4 %
4 %
2 %
1 %
3 %
63 %
13 %
8 %
2 %
1 %
1 %
25 %
5 %
1 %
6 %
12 %
100 %
SONIC AUTOMOTIVE, INC.
Increase Sales of Higher-Margin Products and Services. We continue to pursue opportunities to increase our sales of higher-margin products and services by expanding
the following, which we believe allows us to withstand the impact of economic cycles and other factors that may adversely impact automobile sales generally:
Finance, Insurance and Other Aftermarket Products. Each sale of a new or used vehicle gives us an opportunity to provide our guests with third-party financing and
insurance options and earn financing fees and insurance and other aftermarket product commissions. We also offer our guests the opportunity to purchase extended warranties,
service contracts and other aftermarket products from third-party providers whereby we earn a commission for arranging the contract sale. We work with a single third-party
provider for the majority of our extended warranties, service contracts and other aftermarket products. We currently offer a wide range of non-recourse financing, leasing, other
aftermarket products, extended warranties, service contracts and insurance products to our guests. We emphasize menu-selling techniques and other best practices to increase our
sales of F&I products at all of our stores.
Parts, Service and Collision Repair. Each of our franchised dealerships offers a fully integrated service and parts department. Manufacturers permit warranty repair work
to be performed only at franchised dealerships such as ours. As a result, our franchised dealerships are uniquely qualified and positioned to perform work covered by
manufacturer warranties on increasingly complex vehicles. We believe we can continue to grow our profitable parts and service business over the long term by increasing service
capacity, investing in sophisticated equipment and well-trained technicians, using competitive variable-rate pricing structures, focusing on the guest experience, and efficiently
managing our parts inventory. In addition, we believe our emphasis on selling extended service contracts and maintenance contracts associated with retail new and used vehicle
sales will drive further service and parts business in our franchised dealerships as we increase the potential to retain current service and parts guests beyond the term of the
standard manufacturer warranty period.
Certified Pre-Owned Vehicles. Various manufacturers provide franchised dealers the opportunity to sell certified pre-owned (“CPO”) vehicles. This certification process
extends the standard manufacturer warranty on the CPO vehicle, which we believe increases our potential to retain the pre-owned purchaser as a future parts and service
customer. As CPO vehicles can only be sold by franchised dealerships and CPO warranty repair work can only be performed at franchised dealerships, we believe CPO vehicles
add additional sales volume and will increase our Fixed Operations business over the long term.
Relationships with Manufacturers
Each of our Franchised Dealerships Segment and Powersports Segment locations operates under a separate franchise or dealer agreement that governs the relationship
between the dealership and the manufacturer. Each franchise or dealer agreement specifies the location of the dealership for the sale of vehicles and for the performance of
certain approved services in a specified market area. The designation of such areas generally does not guarantee exclusivity within a specified territory. In addition, most
manufacturers allocate vehicles on a “turn and earn” basis that rewards high unit sales volume. A franchise or dealer agreement incentivizes the dealer to meet specified standards
regarding showrooms, facilities and equipment for servicing vehicles, inventories, minimum net working capital, personnel training and other aspects of the business. Each
franchise or dealer agreement also gives the related manufacturer the right to approve the dealer operator and any material change in management or ownership of the dealership.
Each manufacturer may terminate a franchise or dealer agreement under certain circumstances, such as a change in control of the dealership without manufacturer approval,
significant damage to the reputation or financial condition of the dealership, the death, removal or withdrawal of the dealer operator, the conviction of the dealership or the
dealership’s owner or dealer operator of certain crimes, the failure to adequately operate the dealership or maintain new vehicle inventory or financing arrangements, insolvency
or bankruptcy of the dealership or a material breach of other provisions of the applicable franchise or dealer agreement.
Many automobile manufacturers have developed and implemented policies regarding public ownership of dealerships, which include the ability to force the sale of their
respective franchises and deny transfer approval requests:
•
•
•
upon a change in control of the Company or a material change in the composition of our Board of Directors;
if an automobile manufacturer or distributor acquires more than 5% of the voting power of our securities; or
if an individual or entity (other than an automobile manufacturer or distributor) acquires more than 20% of the voting power of our securities, and the manufacturer
disapproves of such individual’s or entity’s ownership interest.
To the extent that new or amended manufacturer policies restrict the number of dealerships that may be owned by a dealership group or the transferability of our common
stock, such policies could have a material adverse effect on us. We believe that we will continue to be able to renew at expiration all of our existing franchise and dealer
agreements.
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SONIC AUTOMOTIVE, INC.
Many states have placed limitations upon manufacturers’ and distributors’ ability to sell new motor vehicles directly to customers in their respective states in an effort to
protect dealers from practices they believe constitute unfair competition. In general, these statutes make it unlawful for a manufacturer or distributor to compete with a new motor
vehicle dealer in the same brand operating under an agreement or franchise from the manufacturer or distributor in the relevant market area. Certain states, including Florida,
Georgia, North Carolina, South Carolina and Virginia, limit the amount of time that a manufacturer or distributor may temporarily operate a dealership. These statutes have been
increasingly challenged by new entrants into the retail automotive industry and, to the extent that these statutes are repealed or weakened, such changes could have a material
adverse effect on our business.
In addition, each of the states in which our dealerships currently do business requires manufacturers or distributors to show “good cause” for terminating or failing to
renew a dealer’s franchise or dealer agreement. Further, each of these states provides some method for dealers to challenge manufacturer attempts to establish dealerships of the
same brand in their relevant market area.
While in any individual period conditions may vary, historically we have acquired a significant percentage of our retail used vehicle inventory directly from consumers
through our appraisal process, in addition to third-party vehicle auctions. We also acquire used vehicle inventory from wholesalers, franchised and independent dealers and fleet
owners, such as leasing companies and rental car companies. The supply of late-model used vehicles is influenced by a variety of factors, including the total number of vehicles
in operation; the volume of new vehicle sales, which in turn generate used car trade-ins; lease return rates; and the number of used vehicles sold or remarketed through retail
channels, wholesale transactions and automotive auctions. The supply of late-model used vehicles in 2023 continued to be affected by shortfalls in new vehicle manufacturing
which occurred during the COVID-19 pandemic, which caused fewer vehicles to be manufactured in the affected years. According to industry sources, there were approximately
286.0 million light vehicles in operation in the U.S. as of December 31, 2023. During calendar year 2023, approximately 15.5 million new cars and 36.2 million used cars were
sold at retail, many of which were accompanied by trade-ins that could then be resold as used vehicles.
Competition
The retail automotive industry is highly competitive. Depending on the geographic market, we compete both with dealers offering the same brands and product lines as
ours and dealers offering other manufacturers’ vehicles. We also compete for vehicle sales with auto brokers, leasing companies and services offered on the internet that provide
referrals to other dealerships, broker vehicle sales between customers and other dealerships or sell vehicles directly to customers via online purchase transactions and delivery.
We compete with small, local dealerships and with large multi-franchise and pre-owned automotive dealership groups.
We believe that the principal competitive factors in vehicle sales are the location of stores, the ability of stores to offer an attractive selection of the most popular vehicles
at competitive market pricing (including the effect of applicable manufacturer rebates, below-market financing from manufacturers or their captive finance subsidiaries, and
other special offers), the successful interplay between the digital and physical aspects of car buying, the marketing campaigns conducted by manufacturers and the quality of
services and guest experience at our stores. In particular, pricing has become more important as a result of well-informed customers using a variety of sources available on the
internet to determine current retail market prices. Other competitive factors include customer preference for makes of automobiles, vehicle brand reputation, and coverage under
manufacturer warranties.
In addition to competition for vehicle sales, we also compete with other auto dealers, service and repair centers, auto parts retailers and independent mechanics in
providing vehicle parts and service work. We believe that the principal competitive factors in parts and service sales are price, the use of factory-approved replacement parts,
factory-trained technicians, the familiarity with a manufacturer’s makes and models and the quality of the guest experience. A number of regional and national chains offer
selected parts and services at prices that may be lower than our prices.
In arranging third-party financing for our guests’ vehicle purchases, we compete with a broad range of financial institutions outside of our preferred lender network. In
addition, certain financial institutions are now offering financing and other F&I products directly to consumers through the internet. We believe that the principal competitive
factors in arranging third-party financing are convenience, interest rates and contract terms.
Our operating results depend, in part, on national and regional automobile-buying trends, local and regional economic factors and other regional competitive pressures.
Conditions and competitive pressures affecting the markets in which we operate, such as price-cutting by dealers in these areas, or in any new markets we enter, could adversely
affect our results, even though the retail automotive industry as a whole might not be significantly affected.
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SONIC AUTOMOTIVE, INC.
Governmental Regulations and Environmental Matters
Numerous federal, state and local regulations govern our business of marketing, selling, financing and servicing automobiles. We are also subject to laws and regulations
relating to business corporations.
Under the laws of the states in which we currently operate, as well as the laws of other states into which we may expand, we must obtain a license in order to establish,
operate or relocate a franchised dealership, an EchoPark store or a powersports store or to operate an automotive service and repair center. These laws also regulate our conduct
of business, including our sales, operating, advertising, financing and employment practices, including federal and state wage-hour, anti-discrimination and other employment
practices laws.
Our financing activities with customers are subject to federal truth-in-lending, consumer privacy, consumer leasing and equal credit opportunity regulations as well as state
and local motor vehicle finance laws, installment finance laws, usury laws and other installment sales laws. Some states regulate finance fees that may be paid as a result of
vehicle sales.
Federal, state and local environmental regulations, including regulations governing air and water quality, the clean-up of contaminated property and the use, storage,
handling, recycling and disposal of gasoline, oil and other materials, also apply to us and our franchised dealership, EchoPark and powersports properties.
As with automobile dealerships generally, and service, parts and collision repair operations in particular, our business involves the use, storage, handling and contracting
for recycling or disposal of hazardous or toxic substances or wastes and other environmentally sensitive materials. Our business also involves the past and current operation
and/or removal of above ground and underground storage tanks containing such substances, wastes or materials. Accordingly, we are subject to regulation by federal, state and
local authorities that establish health and environmental quality standards, provide for liability related to those standards and provide penalties for violations of those standards.
We are also subject to laws, ordinances and regulations governing remediation of contamination at facilities we own or operate or to which we send hazardous or toxic substances
or wastes and other environmentally sensitive materials for treatment, recycling or disposal.
We do not have any known material environmental liabilities, and we believe that compliance with governmental regulations, including environmental laws and
regulations will not, individually or in the aggregate, have a material adverse effect on our results of operations, financial condition and cash flows. However, soil and
groundwater contamination is known to exist at certain properties owned and used by us. Further, environmental laws and regulations are complex and subject to frequent
change. In addition, in connection with our past or future acquisitions, it is possible that we will assume or become subject to new or unforeseen environmental costs or liabilities,
some of which may be material.
Information About Our Executive Officers
The following is a description of the names and ages of the executive officers of the Company, indicating all positions and offices with the Company held by each such
person and each person’s principal occupation or employment during the past five years. Each executive officer of the Company is elected by our Board of Directors and holds
office from the date of election until thereafter removed by the Board.
Name
David Bruton Smith
Jeff Dyke
Heath R. Byrd
Age
49
56
57
Position(s) and Office(s) with Sonic
Chairman and Chief Executive Officer
President and Director
Executive Vice President and Chief Financial Officer
David Bruton Smith was elected as Chairman of the Board in July 2022 and as Chief Executive Officer of Sonic in September 2018. Previously, Mr. Smith served as
Sonic’s Executive Vice Chairman and Chief Strategic Officer from March 2018 to September 2018, as Sonic’s Vice Chairman from March 2013 to March 2018 and as an
Executive Vice President of Sonic from October 2008 to March 2013. He has been a director of Sonic since October 2008 and has served in Sonic’s organization since 1998.
Prior to being named an Executive Vice President and a director in October 2008, Mr. Smith had served as Sonic’s Senior Vice President of Corporate Development since March
2007. Mr. Smith served as Sonic’s Vice President of Corporate Strategy from October 2005 to March 2007, and also served prior to that time as Dealer Operator and General
Manager of several Sonic dealerships. Mr. Smith is also a director, an officer and a co-owner of Sonic Financial Corporation (“SFC”), the largest stockholder of Sonic, and a
director and a co-owner of Speedway Motorsports, LLC (“Speedway Motorsports”). He is the brother of B. Scott Smith and Marcus G. Smith, who are also directors of Sonic.
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SONIC AUTOMOTIVE, INC.
Jeff Dyke was elected to the office of President of Sonic in September 2018 and is responsible for direct oversight for all of Sonic’s retail operations. In addition, Mr.
Dyke has been a director of Sonic since July 2019. Mr. Dyke served as Sonic’s Executive Vice President of Operations from October 2008 to September 2018. From March 2007
to October 2008, Mr. Dyke served as Sonic’s Division Chief Operating Officer - Southeast Division, where he oversaw retail automotive operations for the states of Alabama,
Florida, Georgia, North Carolina, South Carolina, Tennessee and Texas. Mr. Dyke first joined Sonic in October 2005 as Sonic’s Vice President of Retail Strategy, a position that
he held until April 2006, when he was promoted to Division Vice President - Eastern Division, a position he held from April 2006 to March 2007. Prior to joining Sonic, Mr.
Dyke worked in the retail automotive industry at AutoNation, Inc. from 1996 to 2005, where he held several positions in divisional, regional and dealership management with
that company.
Heath R. Byrd has served as Sonic’s Executive Vice President and Chief Financial Officer since April 2013. Mr. Byrd was previously a Vice President and Sonic’s Chief
Information Officer from December 2007 to March 2013 and has served our organization since 2007. Prior to joining Sonic, Mr. Byrd served in a variety of management
positions at HR America, Inc., a workforce management firm that provided customized human resource and workforce development through co-sourcing arrangements,
including as a director, as President and Chief Operating Officer and as Chief Financial Officer and Chief Information Officer. Prior to HR America, Mr. Byrd served as a
Manager in the Management Consulting Division of Ernst & Young LLP.
Human Capital Resources
As of December 31, 2023, we had approximately 10,500 employees, which we refer to as associates or teammates, with whom we strive to maintain good relationships,
which benefit both our Company and our teammates. Approximately 220 of our associates, primarily service technicians in northern California, are represented by a labor union.
Although only a small percentage of our associates is represented by a labor union, we may be affected by labor strikes, work slowdowns and walkouts at automobile
manufacturers’ manufacturing facilities.
As we manage our workforce, we focus on associate satisfaction, turnover and training. We benchmark our compensation practices and benefits programs against those of
comparable companies and in the geographic areas where our operations are located. We believe that our compensation and employee benefits are competitive and allow us to
attract and retain skilled and unskilled labor throughout our organization. Our notable health, welfare, retirement and training benefits include:
•
•
•
•
•
•
Company-subsidized health insurance;
401(k) plan with Company matching contributions;
Company-wide $15 per hour minimum wage for all hourly employees;
paid vacation, sick and bereavement leave;
paid community service and volunteer leave; and
tuition assistance programs and Company-paid training opportunities.
We strive to maintain an inclusive environment free from discrimination of any kind, including in our hiring practices and daily operations. Our teammates have multiple
avenues available through which inappropriate behavior can be reported, including a confidential hotline. Our policies require all reports of inappropriate behavior to be taken
seriously and promptly investigated with appropriate action taken to address and prevent such behavior.
Company Information
Our website can be accessed at www.sonicautomotive.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as proxy
statements and other information we file with, or furnish to, the U.S. Securities and Exchange Commission (the “SEC”) are available free of charge on our website as well as the
website of the SEC, www.sec.gov. We make these documents available as soon as reasonably practicable after we electronically transmit them to the SEC. Except as otherwise
stated in these documents, the information contained on our website or available by hyperlink from our website is not incorporated into this Annual Report on Form 10-K or
other documents we transmit to the SEC.
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SONIC AUTOMOTIVE, INC.
RISK FACTORS
Item 1A. Risk Factors.
Our business, financial condition, results of operations, cash flows and prospects and the prevailing market price and performance of our Class A Common Stock may be
adversely affected by a number of factors, including the material risks noted below. Our stockholders and prospective investors should consider these risks, uncertainties and
other factors prior to making an investment decision.
Risks Related to Our Growth Strategy
Our investment in new business strategies, services and technologies is inherently risky, and could disrupt our ongoing business or have a material adverse effect on our
overall business and results of operations.
We have invested and expect to continue to invest in new business strategies, services and technologies, including our EchoPark and powersports businesses. Such
endeavors involve significant risks and uncertainties, including allocating management resources away from our other operations, insufficient revenues to offset expenses
associated with these new investments, inadequate return of capital on our investments and unidentified issues not discovered in our due diligence of such strategies and
offerings. Because these ventures are inherently risky, no assurance can be given that such strategies and offerings will be successful and will not have a material adverse effect
on our reputation, financial condition and operating results.
Our ability to make acquisitions, execute our growth strategy for our EchoPark business and grow organically may be restricted by our ability to obtain capital, the terms of
the instruments governing our long-term debt and the need to obtain consent from manufacturers.
We intend to finance future real estate and dealership acquisitions with cash generated from operations, through issuances of our stock or debt securities and through
borrowings under credit arrangements. We may not be able to obtain additional financing by issuing stock or debt securities due to the market price of our Class A Common
Stock, overall market conditions or certain covenants under the instruments that govern our long-term debt that restrict our ability to issue additional indebtedness, or the need for
manufacturer consent to the issuance of equity securities. In recent years, financial markets have experienced elevated interest rates, which may make it more difficult for us to
obtain financing on attractive terms. Using cash to complete acquisitions or to invest in our EchoPark expansion plans could substantially limit our operating and financial
flexibility.
The amount of capital presently available to us is limited to the liquidity available under our existing debt agreements and cash flows generated through operating
activities. Pursuant to the 2021 Credit Facilities (as defined below), we are restricted from making dealership acquisitions without lender consent in any fiscal year if the
aggregate cost of all such acquisitions is in excess of certain amounts. Our ability to obtain additional sources of financing may be limited by the fact that substantially all of the
assets of our dealerships are pledged to secure the indebtedness under the 2021 Credit Facilities and the Silo Floor Plan Facilities (as defined below). These pledges may impede
our ability to borrow from other sources. The pace and scale of the growth of our EchoPark and powersports businesses may be limited in the event other sources of capital are
unavailable.
In addition, we are dependent to a significant extent on our ability to finance our new and certain of our used vehicle inventory under the 2021 Floor Plan Facilities (as
defined below) or the Silo Floor Plan Facilities (collectively, “Floor Plan Financing”). Floor Plan Financing arrangements allow us to borrow money to buy a particular new
vehicle from the manufacturer or a used vehicle on trade-in or at auction and pay off the loan when we sell that particular vehicle. We must obtain Floor Plan Financing or obtain
consents to assume existing floor plan notes payable in connection with our acquisition of dealerships. In the event that we are unable to obtain such financing, our ability to
complete dealership acquisitions could be limited.
We are required to obtain the approval of the applicable manufacturer before we can acquire an additional franchise of that manufacturer. Certain manufacturers also limit
the number of its dealerships that we may own in total, the number of dealerships we may own in a particular geographic area, or our national market share of that
manufacturer’s sales of new vehicles. In addition, under an applicable franchise or dealer agreement or under state law, a manufacturer may have a right of first refusal to acquire
a dealership that we seek to acquire. We cannot assure you that manufacturers will approve future acquisitions or do so on a timely basis, which could impair the execution of our
acquisition strategy.
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SONIC AUTOMOTIVE, INC.
RISK FACTORS
We may not adequately anticipate all of the demands that growth through strategic acquisitions or brand development will impose or be able to determine the actual
financial condition of dealerships we acquire until after we complete the acquisition and take control of the dealerships. Failure to effectively integrate acquired businesses
with our existing operations could adversely affect our future operating results.
Our future operating results depend on our ability to integrate the operations of acquired businesses with our existing operations. Our growth strategy has focused on the
pursuit of strategic acquisitions or brand development that either expand or complement our business. We face risks growing through acquisitions or expansion. These risks
include, but are not limited to: incurring significantly higher capital expenditures and operating expenses; failing to integrate the operations and personnel of acquired
dealerships; entering new markets with which we are unfamiliar; incurring potential undiscovered liabilities and operational difficulties at acquired dealerships; disrupting our
ongoing business; diverting our management resources; failing to maintain uniform standards, controls and policies; impairing relationships with employees, manufacturers and
customers as a result of changes in management; failing to retain or attract appropriate dealership management personnel; incurring incremental expenses for standardized
accounting and computer systems, as well as integration difficulties; failing to obtain a manufacturer’s consent to the acquisition of one or more of its franchises or to renew the
franchise or dealer agreement on terms acceptable to us; and incorrectly valuing entities to be acquired or assessing markets entered.
The operating and financial condition of acquired businesses cannot be determined accurately until we assume control. Although we conduct what we believe to be a
prudent level of due diligence regarding the operating and financial condition of the businesses we purchase, in light of the circumstances of each transaction, an unavoidable
level of risk remains regarding the actual operating condition of these businesses. Similarly, many of the dealerships we acquire, including some of our largest acquisitions, do
not have financial statements audited or prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). We may not have an accurate
understanding of the historical financial condition and performance of our acquired entities prior to acquisition. Until we actually assume control of business assets and their
operations, we may not be able to ascertain the actual value or understand the potential liabilities of the acquired entities and their operations.
Risks Related to the Retail Automotive Industry
Our facilities and operations are subject to extensive governmental laws and regulations. If we are found to be in violation of, or subject to liabilities under, any of these
laws or regulations or if new laws or regulations are enacted that adversely affect our operations, then our business, operating results, financial condition, cash flows and
prospects could suffer.
The retail automotive industry, including our facilities and operations, is subject to a wide range of federal, state and local laws and regulations, such as those relating to
motor vehicle sales, retail installment sales, leasing, sales of finance, insurance and vehicle protection products, licensing, consumer protection, consumer privacy, employment
practices, escheatment, anti-money laundering, environmental, vehicle emissions and fuel economy, and health and safety. With respect to motor vehicle sales, retail installment
sales, leasing, and sales of finance, insurance and vehicle protection products at our dealerships and stores, we are subject to various laws and regulations, the violation of which
could subject us to consumer class action or other lawsuits or governmental investigations and adverse publicity, in addition to administrative, civil or criminal sanctions. With
respect to employment practices, we are subject to various laws and regulations, including complex federal, state and local wage and hour and anti-discrimination laws. We are
also subject to lawsuits and governmental investigations alleging violations of these laws and regulations, including purported class action lawsuits, which could result in
significant liability, fines and penalties. The violation of other laws and regulations to which we are subject also can result in administrative, civil or criminal sanctions against us,
which may include a cease and desist order against the subject operations or even revocation or suspension of our license to operate the subject business, as well as significant
liability, fines and penalties. We devote significant resources to comply with applicable federal, state and local regulation of health, safety, environmental, zoning and land use
regulations, and we may need to spend additional time, effort and money to keep our operations and existing or acquired facilities in compliance. In addition, we may be subject
to broad liabilities arising out of environmental contamination at our currently and formerly owned or operated facilities, at locations to which hazardous substances were
transported from such facilities, and at such locations related to entities formerly affiliated with us. Although for some such liabilities we believe we are entitled to
indemnification from other entities, we cannot assure that such entities will view their obligations as we do or will be able to satisfy them. Failure to comply with applicable laws
and regulations may have an adverse effect on our business, operating results, financial condition, cash flows and prospects.
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SONIC AUTOMOTIVE, INC.
RISK FACTORS
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which was signed into law on July 21, 2010, established the Consumer
Financial Protection Bureau (the “CFPB”), an independent federal agency funded by the U.S. Federal Reserve with broad regulatory powers and limited oversight from the U.S.
Congress. Although automotive dealers are generally excluded, the Dodd-Frank Act has led to additional, indirect regulation of automotive dealers, in particular, their sale and
marketing of finance and insurance products, through its regulation of automotive finance companies and other financial institutions. The CFPB has recommended that financial
institutions under its jurisdiction take steps to ensure compliance with the Equal Credit Opportunity Act, which may include imposing controls on discretionary markup of
wholesale interest rates offered by financial institutions (“dealer markup”), monitoring and addressing the effects of dealer markup policies and eliminating dealer discretion to
markup buy rates and fairly compensating dealers using a different mechanism that does not result in disparate impact to certain groups of consumers.
Increasing competition among automotive retailers and the use of the internet in automotive retail may reduce our profit margins on vehicle sales and related businesses.
Automotive retailing is a highly competitive business. Our competitors include publicly and privately owned dealerships, some of which are larger and have greater
financial and marketing resources than we do. Many of our competitors sell the same or similar makes and models of new and used vehicles that we offer in our markets at
competitive prices. We do not have any cost advantage in purchasing new vehicles from manufacturers due to economies of scale or otherwise. We typically rely on advertising,
merchandising, sales expertise, customer service reputation and dealership location to sell new vehicles. In addition, our F&I business and other related businesses, which have
higher margins than sales of new and used vehicles, are subject to competition from various financial institutions and other third parties. Our revenues and profitability could be
materially adversely affected if certain state dealer franchise laws are relaxed to permit automobile manufacturers to retail vehicles directly to consumers.
Moreover, consumers are using the internet to compare pricing for vehicles and related F&I services and, in some cases, complete a vehicle purchase transaction, which
may further reduce margins for new and used vehicles and profits for related F&I services. If internet-based new vehicle sales are allowed to be conducted without the
involvement of franchised dealers, our business could be materially adversely affected. In addition, other dealership groups have aligned themselves with services offered on the
internet or are investing heavily in the development of their own internet sales capabilities, which could materially adversely affect our business, financial condition and results
of operations.
Challenges to the business model of our franchised dealerships from existing automobile manufacturers and the effect of new companies entering into the automotive space
may affect our ability to grow or maintain the business over the long term.
Large and well-capitalized technology-focused companies have continued to enter into the automotive space in recent years. Companies including, but not limited to,
Alphabet Inc., Amazon.com, Inc., Apple Inc., Lucid Group, Inc., Lyft, Inc., Rivian Automotive, Inc., Tesla, Inc. and Uber Technologies, Inc. may challenge the existing
automotive manufacturing, retail sales, maintenance and repair, and transportation models. For example, Tesla, Inc. has been challenging state dealer franchise laws in many
states with mixed results, but it has achieved success with its direct-to-consumer new vehicle sales business model and its vehicles have been accepted by many consumers, even
in states where dealer franchise laws appear to preclude such vehicle sales. In addition, other manufacturers whose new vehicles we sell have recently announced their intentions
to implement an “agency” model of direct manufacturer to consumer sales in certain European markets. Although the long-term impact of the participation of vehicle
manufacturers in direct sales is undetermined, these other large companies may continue to change consumers’ view on how automobiles should be manufactured, equipped,
retailed, maintained and utilized in the future. Because these companies have the ability to connect with each individual consumer easily through their existing or future
technology platforms, we may ultimately be at a competitive disadvantage in marketing, selling, financing and servicing vehicles. In addition, certain automobile manufacturers
have expressed interest in or begun selling directly to customers. The franchised dealer’s participation in that potential future transaction type is unclear and our operations and
financial results may be negatively impacted if the role of franchised dealers diminishes.
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SONIC AUTOMOTIVE, INC.
RISK FACTORS
Our dealers depend upon new vehicle sales and, therefore, their success depends in large part upon consumer demand for and manufacturer supply of particular vehicles.
The success of our dealerships depends in large part on the overall success of the vehicle lines they carry. New vehicle sales generate the majority of our total revenue and
lead to sales of higher-margin products and services such as finance, insurance, vehicle protection products and other aftermarket products, and parts and service operations. Our
new vehicle sales operations are comprised primarily of luxury and mid-line import brands, which exposes us to manufacturer concentration risks. Although our parts and service
operations and used vehicle and powersports businesses may serve to offset some of this risk, changes in automobile manufacturers’ vehicle models and consumer demand for
particular vehicles may have a material adverse effect on our business.
Our business is highly dependent on consumer demand and preferences, including with respect to new technologies such as alternative fuel vehicles. Events such as
manufacturer safety recalls and negative publicity or legal proceedings related to these events may have a negative impact on the products we sell. If such events are significant,
the profitability of our dealerships related to those manufacturers could be adversely affected and we could experience a material adverse effect on our overall results of
operations, financial position and cash flows.
Further, manufacturers typically allocate their vehicles among dealerships based on the sales history of each dealership. Supplies of popular new vehicles may be limited
by the applicable manufacturer’s production capabilities. Popular new vehicles that are in limited supply typically produce the highest profit margins. We depend on
manufacturers to provide us with a desirable mix of popular new vehicles. Our operating results may be materially adversely affected if we do not obtain a sufficient supply of
these vehicles on a timely basis or if our inventory mix does not align with consumer demand.
Our business is dependent upon access to quality sources of used vehicle inventory. Our business sales and results of operations could be materially adversely affected by
obstacles that prevent the efficient acquisition and liquidation of used vehicle inventory.
A reduction in the availability of, or access to, sources of desirable, high-quality used vehicle inventory could have a material adverse effect on our business, sales and
results of operations at all of our locations. In recent years, we have experienced low used vehicle inventory availability at wholesale auction and from off-lease turn-ins, which
led to an increase in the cost to acquire high-quality used vehicle inventory. To the extent that used vehicle inventory levels remain low (compared to historical levels) and the
costs to acquire high-quality inventory remain high, we may experience decreased sales volume and margins on sales of our used vehicle inventory, which may have a material
negative impact on our business, results of operations and profitability, particularly in the EchoPark Segment.
We obtain a significant percentage of our used vehicle inventory through our proprietary trade-in appraisal system as this sourcing outlet is generally more profitable and
more convenient for our guests and potential guests. A significant portion of our used vehicle inventory is sourced through trade-ins for purchases of new vehicles, which remain
limited in supply. Accordingly, if we fail to make appraisal offers in line with broader market trade-in offer trends, or fail to recognize those trends, it could adversely affect our
ability to acquire used vehicle inventory and increase the risk of loss of business to our competitors. Loss of sale, involving trades and insufficient levels of inventory, could also
force us to purchase a greater percentage of used vehicle inventory from third-party wholesale auctions, which is generally less profitable due to high bidding costs and
additional costs associated with transporting the acquired used vehicles to our store locations. Our inability to source high-quality used vehicle inventory from third-party
auctions could reduce the demand for our used vehicle inventory offerings. See “Increasing competition among automotive retailers and the use of the internet in automotive
retail may reduce our profit margins on vehicle sales and related businesses” above in this “Item 1A. Risk Factors” for further discussion.
Used vehicle inventory is subject to depreciation risk. Accordingly, if we develop excess inventory, the inability to liquidate such inventory at prices that allow us to meet
desirable profit margins or to recover our costs could have a material adverse effect on our results of operations.
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RISK FACTORS
Our business is dependent on global supply chains that could be adversely affected by natural and man-made disasters, including the effects of pandemics like the COVID-
19 pandemic.
The automotive manufacturing supply chain spans the globe. As such, supply chain disruptions resulting from widespread public health crises, armed conflict, natural
disasters, adverse weather and other events may affect the flow of new vehicle or parts inventory to us or our manufacturing partners. Such events could lead to widespread
reductions in travel and economic activity, including automobile manufacturing and supply chain disruptions and production delays. Supply chain disruptions and production
delays similar to those experienced in recent years could significantly impact the supply of new vehicles, parts and accessories that we sell. In addition, these disruptions and
delays could lead to low new and used vehicle inventory levels which could lead to increases in the sales prices and costs to acquire new and used vehicles. Although the supply
chain is recovering from the effects of the COVID-19 pandemic, these disruptions and delays continue to affect new and used vehicle inventory supply. We expect low levels of
inventory due to supply chain disruptions and production delays will continue to affect our operations in 2024. The extent to which these historical supply chain disruptions and
production delays continue to impact our business depends on the effectiveness of actions taken globally by our manufacturing partners and [others in] their supply chain, which
are highly uncertain and unpredictable. Any resulting operational or financial impact cannot be reasonably estimated at this time, but may materially adversely affect our
business, financial condition, results of operations and cash flows. We also cannot reasonably predict the timing or magnitude of impacts to our business due to any economic
recession or depression that may develop or related economic challenges, including higher inflation or further increases in interest rates.
A decline of available financing or rising financing costs in the consumer automotive lending market may adversely affect our vehicle unit sales volume.
A significant portion of vehicle buyers finance their purchases of automobiles. Sub-prime lenders have historically provided financing for consumers who, for a variety of
reasons including poor credit histories and lack of down payment, do not have access to more traditional finance sources. In 2023, higher consumer retail automotive lending
rates negatively impacted finance and insurance product penetration rates and the negative impact to affordability reduced new and used retail unit volumes industry-wide. In the
event that interest rates rise further, lenders tighten their credit standards, or there is a decline in the availability of credit in the consumer lending market, the costs of financing
could influence consumer buying decisions and the ability of consumers to purchase vehicles could be limited, which could have a material adverse effect on our business,
revenues and profitability.
Our business may be adversely affected by import product restrictions and foreign trade risks that may impair our ability to sell foreign vehicles profitably.
A significant portion of our new vehicle business involves the sale of vehicles, parts or vehicles composed of parts that are manufactured outside the U.S. As a result, our
operations are subject to risks of importing merchandise, including fluctuations in the relative values of currencies, import duties or tariffs, exchange controls, trade restrictions,
work stoppages, supply chain disruptions or production delays, inflation, increases in interest rates, and general political and socioeconomic conditions in other countries. In
addition, armed conflict and increased international political or economic instability may cause disruptions to foreign and domestic supply chains and manufacturing operations
—including as a result of economic sanctions imposed by the U.S.—or result in price increases that adversely impact automotive manufacturers or our new vehicle business. The
U.S. or the countries from which our products are imported may, from time to time, impose new quotas, duties, tariffs or other restrictions, or adjust presently prevailing quotas,
duties or tariffs, which may affect our operations and our ability to purchase imported vehicles and/or parts at reasonable prices, which may negatively affect affordability to
consumers of certain new vehicles and reduce demand for certain vehicle makes and models.
Changes in consumer demand toward fuel-efficient plug-in hybrid electric vehicles and battery electric vehicles, and resulting shifts by manufacturers to meet demand,
could disrupt our ongoing business or have a material adverse effect on our overall business and results of operations.
Variability in consumer behavior, including volatile fuel prices and initiatives to increase the use of fuel-efficient and electric vehicles, has affected and may continue to
affect consumer preferences for new and used vehicles. Manufacturers have also announced increased production focus on the manufacture of fuel-efficient plug-in hybrid
electric vehicles (“PHEVs”) and battery electric vehicles (“BEVs”). The rate at which our customers will demand such vehicles, as well as the ability of manufacturers to
accurately predict and meet such demand, is dependent on various factors. The inability of manufacturers to produce such vehicles at levels consistent with the overall level of
customer demand actually experienced, or our inability to tailor our inventory levels and sales practices to meet fluctuations in demand for these vehicles, could disrupt our
ongoing business or have a material adverse effect on our overall business and results of operations.
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RISK FACTORS
In the future, certain PHEVs and BEVs may require less frequent or less costly maintenance and repairs than traditional internal combustion engine vehicles due to their
mechanical design and features. In addition, advances in technology by manufacturers and their suppliers and their continued research and development investments have
contributed to a general increase in the overall reliability, longevity and efficiency of automobiles. The long-term effects of increased market share for PHEVs and BEVs are
uncertain and may include reduced maintenance and repairs revenues, changes in manufacturer warranties and complimentary maintenance programs from which we realize
parts, service and collision repair revenues, and changes in the level of sales or profitability of certain warranty and maintenance products we offer our customers. To the extent
that the market share for PHEVs, BEVs and other non-internal combustion engine vehicles increases rapidly or such vehicles comprise a significant percentage of new or used
vehicles being sold or operated nationwide, we may experience a disruption in our parts, service and collision repair revenues or revenues from certain warranty and maintenance
products that we sell, any of which could have a material adverse effect on our overall business and results of operations.
Risks Related to Our Relationships with Vehicle Manufacturers
Our operations may be adversely affected if one or more of our manufacturer franchise or dealer agreements is terminated or not renewed.
Each of our franchised dealerships operates under a separate franchise or dealer agreement with the applicable automobile manufacturer. Without a franchise or dealer
agreement, we cannot obtain new vehicles from a manufacturer or advertise as an authorized factory service center. As a result, we are significantly dependent on our
relationships with the manufacturers.
Moreover, manufacturers exercise a great degree of control over the operations of our dealerships through the franchise and dealer agreements. The franchise and dealer
agreements govern, among other things, our ability to purchase vehicles from the manufacturer and to sell vehicles to customers. Our franchise and dealer agreements do not
grant us the exclusive right to sell a manufacturer’s product within a given geographic area. Our revenues or profitability could be materially adversely affected if any of our
manufacturers awards franchises to others in the same markets where we operate or if existing franchised dealers increase their market share in our markets. Each of our franchise
or dealer agreements provides for termination or non-renewal for a variety of causes, including certain changes in the financial condition of the dealerships and any unapproved
change of ownership or management. Manufacturers may also have a right of first refusal if we seek to sell dealerships.
We cannot guarantee that any of our existing franchise and dealer agreements will be renewed or that the terms and conditions of such renewals will be favorable to us.
Actions taken by manufacturers to exploit their superior bargaining position in negotiating the terms of franchise and dealer agreements or renewals of these agreements or
otherwise could also have a material adverse effect on our business, results of operations, financial condition and cash flows.
In recent years, certain manufacturers whose new vehicles we sell have announced plans to develop an “agency” model of selling new vehicles in certain European
markets, which is intended to facilitate sales directly by the manufacturer to the customer, using the existing franchised dealership as a logistics and delivery partner. Under
currently proposed agency models, our franchised dealerships would receive a fee or similar compensation for facilitating the sale by the manufacturer of a new vehicle, but the
purchased new vehicle would not be held in inventory. The timing and extent of implementation and relative success of agency sales models in European markets are uncertain
and difficult to predict. Further, it is difficult to predict whether such a model may be adopted by manufacturers or permitted by state laws in the U.S. Adoption of this sales
model by manufacturers in the geographic markets in which we operate could have a material adverse effect on our business, results of operations, financial condition and cash
flows.
Our failure to meet a manufacturer’s customer satisfaction, financial and sales performance or facility requirements may adversely affect our profitability and our ability to
acquire new dealerships.
A manufacturer may condition its allotment of vehicles, our participation in bonus programs or our acquisition of additional franchises upon our compliance with its brand
and facility standards. These standards may require investments in technology and facilities that we otherwise would not make. This may put us in a competitive disadvantage
with other competing dealerships and may ultimately result in our decision to sell a franchise when we believe it may be difficult to recover the cost of the required investment to
reach the manufacturer’s brand and facility standards.
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RISK FACTORS
In addition, many manufacturers attempt to measure customers’ satisfaction with their sales and warranty service experiences through manufacturer-determined CSI
scores. The components of CSI vary by manufacturer and are modified periodically. Franchise and dealer agreements may also impose financial and sales performance standards.
Under our agreements with certain manufacturers, a dealership’s CSI scores, and financial and sales performance standards may be considered as factors in evaluating
applications for additional dealership acquisitions. From time to time, some of our dealerships have had difficulty meeting various manufacturers’ CSI requirements or
performance standards. We cannot assure you that our dealerships will be able to comply with these requirements or performance standards in the future. A manufacturer may
refuse to consent to our acquisition of one of its franchises if it determines our dealerships do not comply with its CSI requirements or performance standards, which could impair
the execution of our acquisition strategy. In addition, we receive incentive payments from the manufacturers based, in part, on CSI scores, which could be materially adversely
affected if our CSI scores decline.
If state dealer franchise laws are repealed or weakened, our dealerships may be more susceptible to termination, non-renewal or renegotiation of their franchise and dealer
agreements.
State dealer franchise laws generally provide that a manufacturer may not terminate or refuse to renew a franchise or dealer agreement unless it has first provided the
dealer with written notice setting forth good cause and stating the grounds for termination or non-renewal. Some state dealer franchise laws allow dealers to file protests or
petitions or to attempt to comply with the manufacturer’s criteria within the notice period to avoid the termination or non-renewal. Certain automobile manufacturers’ lobbying
efforts may lead to the repeal or revision of state dealer franchise laws. If dealer franchise laws are repealed or weakened in the states in which we operate, manufacturers may be
able to terminate our franchises without providing advance notice, an opportunity to cure or a showing of good cause. Without the protection of state dealer franchise laws, it
may also be more difficult for our dealerships to renew their franchise or dealer agreements upon expiration.
The ability of a manufacturer to grant additional franchises is based on several factors which are not within our control. If manufacturers grant new franchises in areas
near or within our existing markets, this could negatively impact our revenues and/or profitability. In addition, current state dealer franchise laws generally restrict the ability of
automobile manufacturers to enter the retail market and sell directly to consumers. However, if manufacturers obtain the ability to retail vehicles directly to consumers and
choose to do so in our markets, such competition could have a material adverse effect on us.
Our sales volume and profit margin on each sale may be materially adversely affected if manufacturers reduce or discontinue their incentive programs.
Our dealerships depend on the manufacturers for certain sales incentives or employee pricing promotions, vehicle warranties, customer rebates, new and used vehicle
financing or leasing incentives, dealer incentives on new vehicles, manufacturer floor plan interest and advertising assistance, and sponsorship of CPO vehicle sales by
authorized new vehicle dealers that are intended to promote and support dealership new vehicle sales. Manufacturers routinely modify their incentive programs in response to
changing market conditions. A reduction or discontinuation of a manufacturer’s incentive programs may materially adversely impact vehicle demand and affect our results of
operations.
Our sales volume may be materially adversely affected if manufacturer-affiliated captive finance companies change their customer financing programs or are unable to
provide floor plan financing.
One of the primary finance sources used by consumers in connection with the purchase or lease of a new or used vehicle is the manufacturer-affiliated captive finance
companies. These captive finance companies rely, to a certain extent, on the public debt markets to provide the capital necessary to support their financing programs. In addition,
the captive finance companies will occasionally change their loan or lease underwriting criteria to alter the risk profile of their loan or lease portfolio or as a result of changes in
interest rates or projected vehicle residual values. A limitation or reduction of available consumer financing for these or other reasons could affect consumers’ ability to purchase
or lease a vehicle and, thus, could have a material adverse effect on our sales volume. Any deterioration of our relationship with the particular manufacturer-affiliated captive
finance source could adversely affect our relationship with the affiliated manufacturer, and vice versa.
Our parts and service sales volume and margins are dependent on manufacturer warranty programs.
Franchised automotive retailers perform factory authorized service work and sell original replacement parts on vehicles covered by warranties issued by the automotive
manufacturer. Dealerships which perform work covered by a manufacturer warranty are reimbursed at rates established by the manufacturer. For 2023, approximately 13.9% of
our Fixed Operations revenues was for work covered by manufacturer warranties and complimentary maintenance programs. To the extent a manufacturer reduces the labor rates
or markup of replacement parts for such warranty repair work, our Fixed Operations revenues and margins could be adversely affected.
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Adverse conditions affecting one or more key manufacturers or lenders may negatively impact our results of operations.
Our results of operations depend on the products, services, and financing and incentive programs offered by major automobile manufacturers and could be negatively
impacted by any significant changes to these manufacturers’ financial condition, marketing strategy, vehicle design, production capabilities, management, labor relations or
increased labor costs, or negative publicity or reputation impacts concerning a particular manufacturer or vehicle model.
Events such as labor strikes or other disruptions in production, including those caused by natural disasters, that may adversely affect a manufacturer may also adversely
affect us. In particular, labor strikes at a manufacturer that continue for a substantial period of time could have a material adverse effect on our business. Similarly, the delivery
of vehicles from manufacturers at a time later than scheduled due to supply chain disruptions or other delays, which may occur during critical periods of new product
introductions, could limit sales of those vehicles during those periods. Adverse conditions affecting these and other important aspects of manufacturers’ operations and public
perception may adversely affect our ability to sell their automobiles and, as a result, significantly and detrimentally affect our business and results of operations.
Moreover, our business could be materially adversely impacted by the bankruptcy of a major vehicle manufacturer or related lender. We may be unable to collect some or
all of our significant receivables that are due from such manufacturer or lender, and we may be subject to preference claims relating to payments made by such manufacturer or
lender prior to bankruptcy. Consumer demand for such manufacturer’s products could be substantially reduced and such manufacturer may be relieved of its indemnification
obligations with respect to product liability claims. In addition, a manufacturer in bankruptcy could attempt to terminate all or certain of our franchises, in which case, we may
not receive adequate compensation for our franchises and a manufacturer that acts as a lender could attempt to terminate our floor plan financing and demand repayment of any
amounts outstanding. We may be unable to arrange financing for our guests for their vehicle purchases and leases through such lender, in which case, we would be required to
seek financing with alternate financing sources, which may be difficult to obtain on similar terms, if at all. Additionally, any such bankruptcy may result in us being required to
incur impairment charges with respect to the inventory, fixed assets and intangible assets related to certain dealerships, which could adversely impact our results of operations
and financial condition and our ability to remain in compliance with the financial ratios contained in our debt agreements.
Manufacturer stock ownership restrictions may impair our ability to maintain or renew franchise or dealer agreements or to issue additional equity.
Certain of our franchise and dealer agreements prohibit transfers of any ownership interests of a dealership and, in some cases, its parent, without prior approval of the
applicable manufacturer. Our existing franchise and dealer agreements could be terminated if a person or entity acquires a substantial ownership interest in us or acquires voting
power above certain levels without the applicable manufacturer’s approval. While the holders of our Class B Common Stock currently maintain voting control of Sonic, their
future investment decisions as well as those of holders of our Class A Common Stock are generally outside of our control and could result in the termination or non-renewal of
existing franchise or dealer agreements or impair our ability to negotiate new franchise or dealer agreements for dealerships we acquire in the future. In addition, if we cannot
obtain any requisite approvals on a timely basis, we may not be able to issue additional equity or otherwise raise capital on terms acceptable to us. These restrictions may also
prevent or deter a prospective acquirer from acquiring control of us.
Risks Related to Our Sources of Financing and Liquidity
Our significant indebtedness could materially adversely affect our financial health, limit our ability to finance future acquisitions, expansion plans and capital expenditures
and prevent us from fulfilling our financial obligations.
As of December 31, 2023, our total outstanding indebtedness was approximately $3.3 billion, which includes floor plan notes payable, long-term debt and short-term
debt.
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We have up to $350.0 million of maximum borrowing availability under an amended and restated syndicated revolving credit facility (the “2021 Revolving Credit
Facility”) and up to $2.6 billion of maximum borrowing availability for combined syndicated new and used vehicle inventory floor plan financing (the “2021 Floor Plan
Facilities” and, together with the 2021 Revolving Credit Facility, the “2021 Credit Facilities”). As of December 31, 2023, we had approximately $298.6 million available for
additional borrowings under the 2021 Revolving Credit Facility based on the borrowing base calculation, which is affected by numerous factors, including eligible asset balances.
We are able to borrow under the 2021 Revolving Credit Facility only if, at the time of the borrowing, we have met all representations and warranties and are in compliance with
all financial and other covenants contained therein. We have capacity to finance new and used vehicle inventory purchases under floor plan agreements with various
manufacturer-affiliated captive finance companies and other lending institutions (the “Silo Floor Plan Facilities”) as well as the 2021 Floor Plan Facilities. As of December 31,
2023, we had approximately $173.0 million of total remaining availability under our delayed draw-term loan credit agreement entered into in November 2019 (the "2019
Mortgage Facility") based on the borrowing base calculation which varies in borrowing limit based on the appraised value of the collateral underlying the 2019 Mortgage
Facility. In addition, our 4.625% Senior Notes due 2029 (the “4.625% Notes”), our 4.875% Senior Notes due 2031 (the “4.875% Notes”) and our other debt instruments allow us
to incur additional indebtedness, including secured indebtedness, as long as we comply with the terms thereunder.
The majority of our dealership properties are subject to long-term operating lease arrangements that commonly have initial terms of 10 to 20 years with renewal options
generally ranging from five to 10 years. Many of these operating leases require compliance with financial and operating covenants similar to those under the 2021 Credit
Facilities and require monthly payments of rent that may fluctuate based on interest rates and local consumer price indices. The total future minimum lease payments related to
these operating leases and certain equipment leases are significant and are disclosed in Note 12, “Commitments and Contingencies,” to the accompanying consolidated financial
statements.
Our failure to comply with certain covenants in these agreements could materially adversely affect our ability to access our borrowing capacity, subject us to acceleration
of our outstanding debt, result in a cross default on other indebtedness and have a material adverse effect on our ability to continue our business.
We may not have sufficient funds to meet our obligation to repay all or a substantial portion of the outstanding principal amount of our indebtedness when it becomes due.
The instruments that govern our long-term indebtedness contain certain provisions that may cause all or a substantial portion of the outstanding principal amount of our
indebtedness to become immediately due and payable. The 2021 Credit Facilities, the 2019 Mortgage Facility, the indentures governing the 4.625% Notes and the 4.875% Notes,
and many of our operating leases contain numerous financial and operating covenants. A breach of any of these covenants could result in a default under the applicable
agreement. In addition, a default under one agreement could result in a cross default and acceleration of our repayment obligations under the other agreements or prevent us from
borrowing under such other agreements. If a default or cross default were to occur, we may not be able to pay our debts or to borrow sufficient funds to refinance them. Even if
new financing were available, it may not be on terms acceptable to us. If a default were to occur, we may be unable to adequately finance our operations because of acceleration
and cross-default provisions and the value of our common stock would be materially adversely affected. As a result of this risk, we could be forced to take actions that we
otherwise would not take, or not take actions that we otherwise might take, in order to comply with the covenants in these agreements.
Moreover, many of our mortgage notes’ principal and interest payments are based on an amortization period longer than the actual terms (maturity dates) of the notes. We
will be required to repay or refinance the remaining principal balances for certain of our mortgages with balloon payments at the notes’ maturity dates, which range from 2024 to
2033. The amounts to be repaid or refinanced at the maturity dates could be significant. We may not have sufficient liquidity to make such payments at the notes’ maturity dates.
In addition, upon the occurrence of a change of control (as defined in the indentures governing the 4.625% Notes and the 4.875% Notes), holders of such notes will have
the right to require us to purchase all or any part of such holders’ notes at an applicable premium. The events that constitute a change of control under the indentures governing
the 4.625% Notes and the 4.875% Notes may also constitute a default under the 2021 Credit Facilities and the 2019 Mortgage Facility. The agreements or instruments governing
any future debt that we may incur may contain similar provisions regarding repurchases in the event of a change of control triggering event.
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There can be no assurance that we would have sufficient resources available to satisfy all of our obligations under these debt instruments should all or substantial portions
of the principal become immediately due and payable. In the event we do not have sufficient liquidity to repay the principal balances, we may not be able to refinance the debt at
interest rates that are acceptable to us or, depending on market conditions, at all. Our inability to repay or refinance these notes could have a material adverse effect on our
business, financial condition and results of operations.
Our ability to make interest and principal payments when due to holders of our debt securities depends upon our future performance and our receipt of sufficient funds from
our subsidiaries.
Our ability to meet our debt obligations and other expenses will depend on our future performance, which will be affected by financial, business, domestic and foreign
economic conditions, the regulatory environment and other factors, many of which we are unable to control. Substantially all of our consolidated assets are held by our
subsidiaries and substantially all of our consolidated cash flow and net income are generated by our subsidiaries. Accordingly, our cash flow and ability to service debt depend to
a substantial degree on the results of operations of our subsidiaries and upon the ability of our subsidiaries to provide us with cash. We may receive cash from our subsidiaries in
the form of dividends, loans or distributions, which we may use to service our debt obligations or for working capital. Our subsidiaries are separate and distinct legal entities and
have no obligation, contingent or otherwise, to distribute cash to us or to make funds available to service debt.
Our use of hedging transactions could limit our financial gains or result in financial losses.
To reduce our exposure to fluctuations in cash flow due to interest rate fluctuations, we have entered into, and in the future may enter into, certain derivative instruments
(or hedging agreements). As of December 31, 2023, we had interest rate cap agreements related to a portion of our Secured Overnight Financing Rate (“SOFR”)-based variable
rate debt to limit our exposure to rising interest rates. See the heading “Derivative Instruments and Hedging Activities” under Note 6, “Long-Term Debt,” to the accompanying
consolidated financial statements. We intend to hedge as much of our interest rate exposure as management determines is in our best interest based on potential volatility and the
cost of such hedging transactions.
Our hedging transactions expose us to certain risks and financial losses, including, among other things: counterparty credit risk; the value of derivatives used for hedging
may be adjusted from time to time in accordance with accounting rules to reflect changes in fair value, downward adjustments or “mark-to-market losses,” which would affect
our recorded stockholders’ equity amounts; and all of our hedging instruments contain terms and conditions with which we are required to meet. A failure on our part to
effectively hedge interest rate exposure may adversely affect our financial condition and results of operations.
Risks Related to the Ownership of Our Common Stock
Concentration of voting power and anti-takeover provisions of our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws, Delaware law
and our franchise and dealer agreements may reduce the likelihood of a potential change of control from a third party. At the same time, such voting power concentration
also could increase the likelihood of a change of control notwithstanding other factors.
Our common stock is divided into two classes with different voting rights. This dual class stock ownership allows the present holders of the Class B Common Stock to
exercise voting control of the Company. Holders of Class A Common Stock have one vote per share on all matters. Holders of Class B Common Stock have 10 votes per share
on all matters, except that they have only one vote per share on any transaction proposed or approved by our Board of Directors or a Class B common stockholder or otherwise
benefiting the Class B common stockholders constituting a: “going private” transaction; disposition of all or substantially all of our assets; transfer resulting in a change in the
nature of our business; or merger or consolidation in which current holders of our common stock would own less than 50% of the common stock following such transaction.
The holders of Class B Common Stock (which include SFC and the OBS Family, LLC, entities which David Bruton Smith, Sonic’s Chairman and Chief Executive
Officer, and his family members, including B. Scott Smith and Marcus G. Smith, both directors of Sonic, control) currently hold less than a majority of our outstanding common
stock, but a majority of our voting power. As a result, the holders of Class B Common Stock may be able to control fundamental corporate matters and transactions, subject to
the above limitations. The concentration of voting power may also discourage, delay or prevent a change of control of us from a third party even if the action was favored by
holders of Class A Common Stock. In addition, a sale or transfer of shares by one or more of the holders of Class B Common Stock could result in a change of control or put
downward pressure on the market price of our Class A Common Stock. The perception among the public that these sales or transfers may occur could also contribute to a decline
in the market price of our Class A Common Stock.
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Our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws make it more difficult for our stockholders to take corporate actions at
stockholders’ meetings. In addition, stock options, restricted stock and restricted stock units granted under the Sonic Automotive, Inc. 2012 Stock Incentive Plan or the Sonic
Automotive, Inc. 2012 Formula Restricted Stock and Deferral Plan for Non-Employee Directors and other obligations become immediately exercisable or automatically vest
upon a change in control. Delaware law also makes it difficult for stockholders who have recently acquired a large interest in a company to consummate a business combination
transaction with the company against its directors’ wishes. Finally, our franchise and dealer agreements allow the manufacturers the right to terminate the agreements upon a
change of control of the Company and impose restrictions upon the transferability of any significant percentage of our stock to any one person or entity that may be unqualified,
as defined by the manufacturer, to own one of its dealerships. The inability of a person or entity to qualify with one or more of our manufacturers may prevent or seriously
impede a potential takeover bid. In addition, there may be provisions of our lending arrangements that create an event of default upon a change in control. These agreements,
corporate governance documents and laws may have the effect of discouraging, delaying or preventing a change in control or preventing stockholders from realizing a premium
on the sale of their shares if we were acquired.
Potential conflicts of interest between us and our officers or directors could adversely affect our future performance.
Our Chairman and Chief Executive Officer, David Bruton Smith, as well as Marcus G. Smith and B. Scott Smith, also serve as directors of Speedway Motorsports.
Further, the Smith family and certain trusts, the beneficiaries of which are members of the Smith family, directly and indirectly control a substantial majority of our voting stock.
We will likely in the future enter into transactions with entities controlled by the Smith family or our other affiliates. We believe that all of our existing arrangements with
affiliates are as favorable to us as if the arrangements were negotiated between unaffiliated parties, although the majority of these transactions have neither been verified by third
parties in that regard nor are likely to be so verified in the future. Potential conflicts of interest could arise in the future between us and our officers or directors in the
enforcement, amendment or termination of arrangements existing between them.
Our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws designate the state and federal courts of Delaware as the exclusive forums
for certain claims against the Company, which could increase the costs of bringing a claim or limit the ability of a stockholder to bring a claim in a judicial forum viewed by
a stockholder as favorable.
Our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws provide that the Court of Chancery of the State of Delaware is the sole
and exclusive forum for claims for (1) any derivative action or proceeding brought on behalf of Sonic (other than derivative actions brought to enforce any duty or liability
created by the Exchange Act or the rules and regulations thereunder); (2) any action asserting a claim of a breach of, or based on, a fiduciary duty owed by any current or former
director, officer or other employee of Sonic to Sonic or Sonic’s stockholders; (3) any action asserting a claim against Sonic or any current or former director, officer or other
employee or stockholder of Sonic arising pursuant to any provision of the General Corporation Law of the State of Delaware, our Amended and Restated Certificate of
Incorporation or our Amended and Restated Bylaws; or (4) any action asserting a claim against Sonic governed by the internal affairs doctrine of the State of Delaware. Our
Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws also provide that, unless the Board of Directors otherwise consents in writing, to the
extent permitted by applicable law, the United States District Court for the District of Delaware shall be the sole and exclusive forum for resolving any complaint asserting a
cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or any ancillary claims related thereto which are subject to the
ancillary jurisdiction of the federal courts.
The exclusive forum provisions of our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws may increase the costs to bring a claim,
discourage claims or limit a stockholder’s ability to bring a claim in a judicial forum that he, she or it finds favorable for disputes with the Company or the Company’s directors,
officers or other employees. Such provisions may also discourage lawsuits against the Company or the Company’s directors, officers and other employees. The Delaware courts
or the United States District Court for the District of Delaware may also reach different judgments or results than would other courts, including courts where a stockholder
considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than to our stockholders.
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While the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions requiring claims under the Securities Act be brought in federal court are
“facially valid” under Delaware law, there is uncertainty as to whether courts in other jurisdictions will enforce provisions such as those contemplated in our Amended and
Restated Certificate of Incorporation and our Amended and Restated Bylaws, including whether a court would enforce the provision requiring claims arising under the Securities
Act or the Exchange Act to be brought in the United States District Court for the District of Delaware. If the exclusive forum provisions of our Amended and Restated Certificate
of Incorporation and our Amended and Restated Bylaws are found to be unenforceable in a particular action, we or a stockholder may incur additional costs associated with
resolving such an action or the validity of the exclusive forum clause on appeal.
General Risk Factors
Our business will be harmed if overall consumer demand suffers from a severe or sustained downturn.
Our business is heavily dependent on consumer demand and preferences. Retail new vehicle sales are cyclical and historically have experienced periodic downturns
characterized by oversupply and weak demand. In recent years, we experienced an imbalance between consumer demand for new vehicles and available supply of new vehicle
inventory due to supply chain disruptions and manufacturing delays, and it is uncertain when new vehicle inventories will stabilize and at what level. Retail vehicle sales cycles
are often correlated with changes in overall economic conditions, consumer confidence, the level of discretionary personal income and credit availability. Deterioration in any of
these conditions from current levels may have a material adverse effect on our retail business, particularly sales of new and used automobiles. In addition, our business may be
adversely affected by isolated unfavorable conditions or events in our local markets. Due to the provisions and terms contained in our franchise or dealer agreements or operating
lease agreements, we may not be able to relocate a dealership operation to a more favorable location without incurring significant costs or penalties, if permitted at all. In
addition, severe or sustained changes in gasoline prices or overall shifts in consumer sentiment toward alternative fuel vehicles may lead to a shift in consumer buying patterns.
Availability of preferred models may not exist in sufficient quantities to satisfy consumer demand and allow our stores to meet sales expectations.
The outcome of legal and administrative proceedings we are or may become involved in could have a material adverse effect on our business, financial condition, results of
operations, cash flows or prospects.
We are involved, and expect to continue to be involved, in various legal and administrative proceedings arising out of the conduct of our business, including regulatory
investigations and private civil actions brought by plaintiffs purporting to represent a potential class or for which a class has been certified. Although we vigorously defend
ourselves in all legal and administrative proceedings, the outcomes of pending and future proceedings arising out of the conduct of our business, including litigation with
customers, employment-related lawsuits, contractual disputes, class actions, purported class actions and actions brought by governmental authorities, cannot be predicted with
certainty. An unfavorable resolution of one or more of these matters could have a material adverse effect on our business, financial condition, results of operations, cash flows or
prospects.
Climate change legislation or regulations restricting emission of greenhouse gases could result in increased operating costs and reduced demand for the vehicles we sell.
The U.S. Environmental Protection Agency has adopted rules under existing provisions of the federal Clean Air Act that require: (1) a reduction in emissions of
greenhouse gases from motor vehicles; (2) certain construction and operating permit reviews for greenhouse gas emissions from certain large stationary sources; and (3)
monitoring and reporting of greenhouse gas emissions from specified sources on an annual basis. The adoption of any laws or regulations requiring significant increases in fuel
economy requirements or new federal or state restrictions on emissions of greenhouse gases from our operations or on vehicles and automotive fuels in the U.S. could adversely
affect demand for those vehicles and require us to incur costs to reduce emissions of greenhouse gases associated with our operations.
Employee attrition, the loss of key personnel and limited management and personnel resources could adversely affect our operations and growth.
Our success depends to a significant degree upon the continued contributions of our management team, particularly our Chief Executive Officer, President, other senior
management, and sales and service personnel. Additionally, franchise or dealer agreements may require the prior approval of the applicable manufacturer before any change is
made in dealership general managers. We do not have employment agreements with most members of our senior management team, our dealership general managers and other
key dealership personnel. Consequently, the loss of the services of one or more of these key employees could have a material adverse effect on our results of operations.
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The market for qualified employees remains highly competitive, may impact our ability to identify and attract new employees and retain existing employees, and may
subject us to increased labor costs. The loss of the services of key employees or the inability to attract additional qualified managers could have a material adverse effect on our
results of operations. In addition, the lack of qualified management or employees employed by potential acquisition candidates may limit our ability to consummate future
acquisitions.
Natural disasters, adverse weather and other events can disrupt our business.
Our dealerships are concentrated in certain states, including California, Colorado, Florida and Texas, in which actual or threatened natural disasters and severe weather
events (such as earthquakes, wildfires, landslides, hailstorms, floods and hurricanes) may disrupt our store operations, which may adversely impact our business, financial
condition, results of operations and cash flows. In addition to business interruption, the automotive retailing business is subject to substantial risk of property loss due to the
significant concentration of property values at store locations. Although we have substantial insurance, subject to certain deductibles, limitations and exclusions, we may be
exposed to uninsured or under insured losses that could have a material adverse effect on our business, financial condition, results of operations or cash flows.
Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.
We have invested in internal and external business applications to execute our strategy of employing technology to benefit our business. In the ordinary course of
business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners, and
personally identifiable information of our customers and employees. Moreover, significant technology-related business functions of ours are outsourced. The frequency and
severity of cybersecurity incidents has increased in recent years and adversely impacted organizations of varying sizes. Although we have attempted to mitigate the cybersecurity
risk of both our internal and outsourced functions by implementing various cybersecurity controls, an internal framework for the oversight of cybersecurity risks and other
security measures, specifically as described in “Item 1C. Cybersecurity,” our information technology and infrastructure may be vulnerable to attacks by hackers or breaches due
to employee error, malfeasance or other disruptions.
These cybersecurity risks include vulnerability to cyberattack of our internal or externally hosted business applications; interruption of service or access to systems may
affect our ability to deliver vehicles or complete transactions with customers; unauthorized access or theft of customer or employee personal confidential information, including
financial information, or strategically sensitive data; disruption of communications (both internally and externally) that may affect the quality of information used to make
informed business decisions; and damage to our reputation as a result of a breach in security that could affect the financial security of our customers. Any cybersecurity breach or
other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties or damage to our
reputation, and cause a loss of confidence in our services, which could materially adversely affect our competitive position, results of operations and financial condition.
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We may be subject to substantial withdrawal liability assessments in the future related to a multiemployer pension plan to which certain of our dealerships make
contributions pursuant to collective bargaining agreements.
Three of our dealership subsidiaries in northern California currently make fixed-dollar contributions to the Automotive Industries Pension Plan (the “AI Pension Plan”)
pursuant to collective bargaining agreements between our subsidiaries and the International Association of Machinists (the “IAM”). The AI Pension Plan is a “multiemployer
plan” as defined under the Employee Retirement Income Security Act of 1974, as amended. Three of our dealership subsidiaries actively contribute to the AI Pension Plan under
collective bargaining agreements with the IAM. These subsidiaries employ approximately 160 individuals, which constitutes less than 2% of our total workforce. In March 2008,
the Board of Trustees of the AI Pension Plan notified participants, participating employers and local unions that the AI Pension Plan’s actuary had issued a certification that the
AI Pension Plan was in critical status. In conjunction with the AI Pension Plan’s critical status, all participating employers were required to increase employer contributions to the
AI Pension Plan for a seven-year period which commenced in 2013. As of April 2023, the AI Pension Plan’s actuary certified that the AI Pension Plan remained in Critical Status
for the plan year commencing January 1, 2023, with the projected pension liability underfunded by approximately $1.0 billion and projected to become insolvent in the 2032
plan year. In July 2023, the Pension Benefit Guaranty Corporation approved an application by the AI Pension Plan for special financial assistance in the amount of approximately
$1.1 billion to address the underfunded status of the plan. Under applicable federal law, any employer contributing to a multiemployer pension plan that completely ceases
participating in the plan while the plan is underfunded is subject to payment of such employer’s assessed share of the aggregate unfunded vested benefits of the plan. In certain
circumstances, an employer can be assessed withdrawal liability for a partial withdrawal from a multiemployer pension plan. If any of these adverse events were to occur in the
future, it could result in a substantial withdrawal liability assessment that could have a material adverse effect on our business, financial condition, results of operations or cash
flows.
Tax positions may exist related to our tax filings that could be challenged by governmental agencies and result in higher income tax expenses and affect our overall liquidity
if we are unable to successfully defend these tax positions.
We are subject to audits by federal and state governmental income tax agencies on a continual basis. During the course of those audits, the agencies may disagree with or
challenge tax positions taken on tax returns filed for Sonic and its subsidiaries. As a result of these audits, the agencies may issue assessments and penalties based on their
understanding of the underlying facts and circumstances. In the event we are not able to arrive at an agreeable resolution, we may be forced to litigate these matters. If we are
unsuccessful in litigation, our results of operations and financial position may be negatively impacted.
Impairment of our goodwill, other intangible assets or other long-lived assets could have a material adverse impact on our earnings.
Goodwill and other intangible assets are subject to impairment assessments at least annually or more frequently when events or changes in circumstances indicate that an
impairment may have occurred. Pursuant to applicable accounting pronouncements, we evaluate goodwill for impairment annually on April 30, or more frequently if an event
occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We describe the process for testing goodwill
and other intangible assets more thoroughly under the heading “Critical Accounting Estimates” in “Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.” A significant amount of our goodwill is related to our franchised dealerships reporting unit, and we have significant other intangible assets associated
with acquisitions of franchised dealerships. If we determine that the amount of our goodwill or other intangible assets is impaired at any point in time, we are required to reduce
the balances recorded on our balance sheet. If goodwill or other intangible assets are impaired based on a future impairment test, we will be required to record a significant non-
cash impairment charge that may also have a material adverse effect on our results of operations for the period in which the impairment of goodwill or other intangible assets
occurs. As of December 31, 2023, our balance sheet reflected a carrying amount of approximately $253.8 million in goodwill and approximately $417.4 million in other
intangible assets, net.
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We are also required to test for impairment of other long-lived assets in the event certain conditions exist that may indicate the recorded value of the assets is not
recoverable through future operating cash flows. These conditions include, but are not limited to, a decrease in the market pricing of a long-lived asset group, a significant change
in the extent or manner in which a long-lived asset group is being used or its physical condition, a significant adverse change in legal factors or business climate that could affect
the value of a long-lived asset group, an accumulation of costs significant in excess of the amount originally expected for the acquisition or construction of a long-lived asset
group, a current-period operating cash flow loss combined with a history of operating cash flow losses or a projection or forecast that demonstrates continuing losses associated
with the use of a long-lived asset group, or a current expectation that, more likely than not, a long-lived asset group will be sold or otherwise disposed of significantly before the
end of its previously estimated useful life. If we determine that the amount of certain long-lived asset groups are impaired, we are required to reduce the balances recorded on our
consolidated balance sheet, which may result in a significant non-cash impairment charge.
23
SONIC AUTOMOTIVE, INC.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Risk Management and Strategy
Our cybersecurity strategy prioritizes detection, analysis and response to known, anticipated or unexpected threats; effective management of security risks; and resiliency
against incidents. Our cybersecurity risk management processes include technical security controls, policy enforcement mechanisms, monitoring systems, employee training,
tools and related services from third-party providers, and management oversight to assess, identify and manage material risks from cybersecurity threats. We implement risk-
based controls to protect our information, the information of our customers, suppliers and other third parties, our information systems, our business operations, and our products
and related services. We have adopted security-control principles based on the National Institute of Standards and Technology (the “NIST”) Cybersecurity Framework.
We leverage technology for our business advantage and have invested in internal and external business applications. Our regular operations involve handling sensitive
data, including proprietary business information, intellectual property, and personally identifiable information of our customers, suppliers, and employees. To ensure the safety of
this data, the Vice President of Information Security provides oversight and establishes central, standardized frameworks for identifying and tracking cyber-related business and
compliance risks across the Company. Any risks from cybersecurity threats to our products and services are communicated to our general counsel and senior management and if
deemed material, are further reviewed by the Audit Committee of our Board of Directors. We also periodically engage third-party consultants to help us assess, enhance,
implement and monitor our cybersecurity risk management programs and respond to any incidents.
We have experienced, and may in the future experience, whether directly or through our supply chain or other channels, cybersecurity incidents. While prior incidents
have not materially affected our business strategy, results of operations or financial condition, and although our processes are designed to help prevent, detect, respond to, and
mitigate the impact of such incidents, there is no guarantee that a future cyber incident would not materially affect our business strategy, results of operations or financial
condition. See “General Risk Factors” in “Item 1A. Risk Factors” of this Annual Report on Form 10-K.
Governance
Our Board of Directors is responsible for overseeing enterprise risk and has delegated the responsibility for the oversight of cybersecurity and information technology
risks, and the Company's preparedness for these risks, to the Audit Committee. Our Vice President of Information Security provides periodic updates to the Audit Committee in
order to assist the Audit Committee in understanding the implications of cybersecurity risks. The Audit Committee meets regularly to ensure a shared understanding of
cybersecurity risks, to review new regulations or laws, and to provide guidance on complex risk issues.
Our Information Security team has gained their expertise in information technology (“IT”) and cybersecurity through a combination of education, relevant degrees,
certifications and prior work experience. As part of the cybersecurity process, their respective teams inform them about the prevention, detection, mitigation, and remediation of
cybersecurity incidents.
The Information Security team has adopted the NIST Cybersecurity Framework as a reference to manage cybersecurity risks. This framework enables the team to
implement a comprehensive statement of activities and responsibilities that cover data, information architecture, risk communications, emerging technology, third-party risk, IT
operations, and regulation. By following industry best practices, the team has established a recognized baseline for engaging external firms to audit and test the resiliency of the
cybersecurity program.
Item 2. Properties.
Our principal executive offices are located at a property owned by us at 4401 Colwick Road, Charlotte, North Carolina 28211, and our telephone number at that location
is (704) 566-2400.
Our dealerships are generally located along major U.S. or interstate highways. One of the principal factors we consider in evaluating a potential acquisition is its location.
We prefer to acquire dealerships or build dealership facilities located along major thoroughfares, which can be easily visited by prospective guests. For information regarding the
states in which we operate and the breakdown of our stores among our operating segments, see the discussion under the heading “Our Business” in “Item 1. Business.”
24
SONIC AUTOMOTIVE, INC.
We lease a significant number of the properties utilized by our dealership operations from affiliates of Capital Automotive Real Estate Services, Inc. and other individuals
and entities. Under the terms of our franchise and dealer agreements, each of our dealerships must maintain an appropriate appearance and design of its dealership facility and is
restricted in its ability to relocate. The properties utilized by our dealership operations that are owned by us or one of our subsidiaries are pledged as security for the 2021 Credit
Facilities, the 2019 Mortgage Facility or other mortgage financing arrangements. We believe that our facilities are adequate for our current needs.
Item 3. Legal Proceedings.
For information regarding legal proceedings, see the discussion under the heading “Legal Proceedings” in “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.”
Item 4. Mine Safety Disclosures.
Not applicable.
25
SONIC AUTOMOTIVE, INC.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our Class A Common Stock is currently traded on the New York Stock Exchange under the symbol “SAH.” Our Class B Common Stock is not traded on a public market
and we do not intend to apply to have our Class B Common Stock listed on a national exchange or an automated dealer quotation system.
As of February 8, 2024, there were 21,953,134 shares of our Class A Common Stock and 12,029,375 shares of our Class B Common Stock outstanding. As of February 8,
2024, there were 632 record holders of the Class A Common Stock and two record holders of the Class B Common Stock. The closing stock price for the Class A Common
Stock on February 8, 2024 was $55.20.
Our Board of Directors issued four quarterly cash dividends on all outstanding shares of Class A and Class B Common Stock totaling $1.16 per share, $1.03 per share and
$0.46 per share for each of the years ended December 31, 2023, 2022 and 2021, respectively. Subsequent to December 31, 2023, our Board of Directors approved a cash
dividend on all outstanding shares of Class A and Class B Common Stock of $0.30 per share for stockholders of record on March 15, 2024 to be paid on April 15, 2024. The
declaration and payment of any future dividend is subject to the business judgment of our Board of Directors, taking into consideration our historical and projected results of
operations, financial condition, cash flows, capital requirements and covenant compliance, share repurchases, the current economic environment and other factors considered by
our Board of Directors to be relevant. These factors are considered each quarter and will be scrutinized as our Board of Directors determines our dividend policy in the future.
There is no guarantee that additional dividends will be declared and paid at any time in the future. See Note 6, “Long-Term Debt,” to the accompanying consolidated financial
statements and the heading “Liquidity and Capital Resources” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for
additional discussion of dividends and for a description of restrictions on the payment of dividends.
Issuer Purchases of Equity Securities
The following table sets forth information about the shares of Class A Common Stock we repurchased during the three months ended December 31, 2023:
October 2023
November 2023
December 2023
Total
Total Number of Shares
Purchased
Average Price Paid per
Share
(In millions, except per share data)
Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs (1)
Approximate Dollar
Value of Shares that May
Yet Be Purchased Under
the Plans or Programs (1)
$
$
$
—
—
—
—
—
51.27
54.14
$
$
$
—
—
—
—
286.8
286.8
286.7
(1) On July 28, 2022, we announced that our Board of Directors had increased the dollar amount authorized for us to repurchase shares of our Class A Common Stock pursuant
to our share repurchase program. Our share repurchase program does not have an expiration date and current remaining availability under the program is as follows:
July 2022 authorization
Total active program repurchases prior to December 31, 2023
Current remaining availability as of December 31, 2023
$
$
(In millions)
500.0
(213.3)
286.7
26
Item 6. [Reserved]
SONIC AUTOMOTIVE, INC.
27
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying consolidated financial
statements and related notes thereto and “Item 1A. Risk Factors” included in this Annual Report on Form 10-K. For comparison and discussion of our results of operations for
the year ended December 31, 2022 (“2022”) to our results of operations for the year ended December 31, 2021 (“2021”), please refer to “Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for 2022.
Unless otherwise noted, we present the discussion in this Management’s Discussion and Analysis of Financial Condition and Results of Operations on a consolidated
basis. To the extent that we believe a discussion of the differences among reportable segments will enhance a reader’s understanding of our financial condition, cash flows and
other changes in financial condition and results of operations, the differences are discussed separately.
Unless otherwise noted, all discussion of increases or decreases are for the year ended December 31, 2023 (“2023”) compared to 2022. The following discussion of
Franchised Dealerships Segment new vehicles, used vehicles, wholesale vehicles, parts, service and collision repair, and finance, insurance and other, net is on a same store
basis, except where otherwise noted. All currently operating franchised dealership stores are included within the same store group as of the first full month following the first
anniversary of the store’s opening or acquisition. The following discussion of EchoPark Segment used vehicles, wholesale vehicles, and finance, insurance and other, net is on a
reported basis, except where otherwise noted. All currently operating EchoPark stores in a local geographic market are included within the same market group as of the first full
month following the first anniversary of the market’s opening or acquisition. The following discussion of Powersports Segment new vehicles, used vehicles, wholesale vehicles,
parts, service and collision repair, and finance, insurance and other, net is on a reported basis, except where otherwise noted. All currently operating stores in the Powersports
Segment are included within the same store group as of the first full month following the first anniversary of the store’s opening or acquisition.
Overview
We are one of the largest automotive retailers in the U.S. (as measured by reported total revenue). As a result of the way we manage our business, we had three reportable
segments as of December 31, 2023: (1) the Franchised Dealerships Segment; (2) the EchoPark Segment; and (3) the Powersports Segment. For management and operational
reporting purposes, we group certain businesses together that share management and inventory (principally used vehicles) into “stores.” As of December 31, 2023, we operated
108 stores in the Franchised Dealerships Segment, 25 stores in the EchoPark Segment, and 13 stores in the Powersports Segment. The Franchised Dealerships Segment consists
of 134 new vehicle franchises (representing 28 different brands of cars and light trucks) and 16 collision repair centers in 18 states. The EchoPark Segment operates in 11 states
and the Powersports Segment operates in two states.
The Franchised Dealerships Segment provides comprehensive sales and services, including: (1) sales of both new and used cars and light trucks; (2) sales of replacement
parts and performance of vehicle maintenance, manufacturer warranty repairs, and paint and collision repair services (collectively, “Fixed Operations”); and (3) arrangement of
third-party financing, extended warranties, service contracts, insurance and other aftermarket products (collectively, “F&I”) for our guests. The EchoPark Segment sells used cars
and light trucks and arranges third-party F&I product sales for our guests in pre-owned vehicle specialty retail locations, and does not offer customer-facing Fixed Operations
services. The Powersports Segment offers guests: (1) sales of both new and used powersports vehicles (such as motorcycles, personal watercraft and all-terrain vehicles); (2)
Fixed Operations activities; and (3) F&I services. All three segments generally operate independently of one another with the exception of certain shared back-office functions
and corporate overhead costs.
28
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Executive Summary
Retail Automotive Industry Performance
The U.S. retail automotive industry’s total new vehicle (retail and fleet combined) unit sales volume was approximately 15.5 million vehicles in 2023, an increase of 13%,
compared to approximately 13.7 million vehicles in 2022, according to the Power Information Network (“PIN”) from J.D. Power. We currently estimate the 2024 new vehicle
industry volume will be between 15.5 million vehicles (flat compared to 2023) and 16.0 million vehicles (an increase of 3% compared to 2023). The effects of interest rates,
changes in consumer confidence, availability of consumer financing, manufacturer inventory production levels, incentive levels from automotive manufacturers or shifts in such
levels, or timing of consumer demand as a result of economic conditions, natural disasters or other unforeseen circumstances could cause the actual 2024 new vehicle industry
volume to vary from expectations. Many factors, including brand and geographic concentrations as well as the industry sales mix between retail and fleet new vehicle unit sales
volume, have caused our past results to differ from the industry’s overall trend. Our new vehicle sales strategy focuses on our retail new vehicle sales (as opposed to fleet new
vehicle sales) and, as a result, we believe it is appropriate to compare our retail new vehicle unit sales volume to the retail new vehicle industry volume (which excludes fleet new
vehicle sales). According to PIN from J.D. Power, industry retail new vehicle unit sales volume increased 9%, to approximately 12.7 million vehicles, in 2023, from
approximately 11.7 million vehicles in 2022.
Impairment Charges
Impairment charges were approximately $79.3 million and $320.4 million in 2023 and 2022, respectively. Impairment charges for 2023 included approximately
$78.3 million in the EchoPark Segment related to fixed assets, lease right-of-use assets, and other contractual obligations related to abandoned property as a result of our
decisions to indefinitely suspend operations at certain EchoPark locations, and approximately $1.0 million of property and equipment impairment charges related to the
Franchised Dealerships Segment. Impairment charges for 2022 included approximately $202.9 million of goodwill related to the EchoPark Segment, approximately $116.4
million of franchise asset impairment charges, of which approximately $114.4 million is related to the Franchised Dealerships Segment and approximately $2.0 million is related
to the EchoPark Segment, and approximately $1.1 million of charges related to the abandonment of certain construction projects in the Franchised Dealerships Segment.
Franchised Dealerships Segment
As a result of the acquisition, disposition, termination or closure of several franchised dealership stores in 2022 and 2023, the change in consolidated reported amounts
from period to period may not be indicative of the current or future operational or financial performance of our current group of operating stores. Unless otherwise noted, all
discussion of increases or decreases are for 2023 compared to 2022. The following discussion is on a same store basis (which excludes results from disposed stores), except
where otherwise noted. All currently operating franchised dealership stores are included within the same store group as of the first full month following the first anniversary of
the store’s opening or acquisition.
Retail new vehicle revenue increased 12% in 2023, primarily driven by an 8% increase in retail new vehicle unit sales volume, combined with a 3% increase in retail new
vehicle average selling price. Retail new vehicle gross profit decreased 21% in 2023, as a result of lower retail new vehicle gross profit per unit, offset partially by higher retail
new vehicle unit sales volume. Retail new vehicle gross profit per unit decreased $1,774 per unit, or 27%, to $4,849 per unit, due primarily to increased price competition as a
result of higher levels of available inventory and higher inventory acquisition costs, which combined to drive lower retail new vehicle gross profit per unit. On a trailing quarter
cost of sales basis, our reported Franchised Dealerships Segment new vehicle inventory days’ supply was approximately 37 days as of December 31, 2023, compared to 24 days
as of December 31, 2022.
Retail used vehicle revenue decreased 10% in 2023, driven by a 7% decrease in retail used vehicle unit sales volume, combined with a 3% decrease in retail used vehicle
average selling price. Retail used vehicle gross profit decreased 6% in 2023, due primarily to the reduction in retail used vehicle unit sales volume, as well as a lower volume of
off-lease inventory and challenges related to consumer affordability. Wholesale vehicle gross profit (loss) improved by approximately $3.0 million, to a gross loss of $2.5 million
during 2023, due primarily to a $114 per unit, or 48%, improvement in wholesale vehicle gross profit per unit as a result of changes in pricing and demand for vehicles at
wholesale auction. We generally focus on maintaining used vehicle inventory days’ supply in the 25- to 35-day range, which may fluctuate seasonally, in order to limit our
exposure to market pricing volatility. On a trailing quarter cost of sales basis, our reported Franchised Dealerships Segment used vehicle inventory days’ supply was
approximately 29 days as of December 31, 2023, compared to 26 days as of December 31, 2022.
29
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Fixed Operations revenue increased 8% and Fixed Operations gross profit increased 9% in 2023, driven primarily by higher repair order volume and higher parts and
labor costs that were passed along to customers. Fixed Operations gross margin increased 10 basis points, to 49.6%, in 2023, driven primarily by an increase in customer pay
revenue contribution and higher customer pay and warranty gross margin.
F&I revenue remained flat in 2023, due to flat year-over-year combined retail new and used vehicle unit sales volume. F&I gross profit per retail unit decreased $10 per
unit to $2,411 per unit, in 2023. We believe that our proprietary software applications, playbook processes and guest-centric selling approach enable us to optimize F&I gross
profit and penetration rates (the number of F&I products sold per vehicle) across our F&I product lines.
EchoPark Segment
Unless otherwise noted, all discussion of increases or decreases are for 2023 compared to 2022. The following discussion is on a reported basis, except where otherwise
noted as being on a same market basis. All currently operating EchoPark stores in a local geographic market are included within the same market group as of the first full month
following the first anniversary of the market’s opening or acquisition. Same market results may vary significantly from reported results due to store closures during 2023, as the
closed stores are not included in the same market results.
On June 22, 2023, Sonic announced a plan to indefinitely suspend operations at eight EchoPark locations and 14 related delivery/buy centers. In addition, during the third
quarter of 2023, we closed three Northwest Motorsport locations within the EchoPark Segment. In connection with these closures, Sonic recorded a charge totaling
approximately $75.2 million during the second quarter of 2023. This charge included impairments of $32.5 million related to fixed assets, $16.0 million related to right-of-use
assets and $14.1 million related to cease-use accruals; $0.4 million related to lease exit charges; $10.0 million of inventory valuation adjustments (of which $5.8 million related
to stores with ongoing operations at EchoPark locations and $1.9 million relates to ongoing operations of Northwest Motorsport locations); and $2.2 million related to severance.
During the third quarter of 2023, we recorded approximately $4.8 million in additional charges related to the Northwest Motorsport store closures, which included $3.9 million
of lease exit charges and $0.9 million related to severance.
In the fourth quarter of 2023, we recorded fixed asset and right-of-use assets impairment charges of approximately $16.7 million for the EchoPark Segment. In January
2024, after the end of the fiscal year, we closed the remaining seven Northwest Motorsport stores.
Reported total revenues decreased 1% in 2023, driven primarily by a 12% decrease in average retail used vehicle selling price, offset partially by a 13% increase in total
vehicle unit sales volume (retail used vehicles and wholesale vehicles combined). Reported total gross profit decreased 8% in 2023, primarily due to an approximately $300
decrease in retail used vehicle gross profit (loss) per unit, offset partially by higher retail used vehicle unit sales volume and an increase in F&I gross profit and an increase in
F&I gross profit per unit.
Reported retail used vehicle revenue increased 1%, due to a 15% increase in retail used vehicle unit sales volume, partially offset by a 12% decrease in retail used vehicle
revenue per unit. F&I revenue increased 7% in 2023, driven primarily by a 15% increase in retail used vehicle unit sales volume, offset partially by a 7% decrease in F&I gross
profit per unit. Combined retail used vehicle and F&I gross profit per unit decreased $474 per unit, or 18%, to $2,183 per unit in 2023, primarily due to a 438% decrease in used
vehicle gross profit per unit.
Reported wholesale vehicle gross profit decreased approximately $2.3 million in 2023, primarily due to a decrease in wholesale vehicle gross profit per unit. We generally
focus on maintaining EchoPark Segment used vehicle inventory days’ supply in the 30- to 40-day range, which may fluctuate seasonally, in order to limit our exposure to market
pricing volatility. On a trailing quarter cost of sales basis, our reported used vehicle inventory days’ supply in our EchoPark Segment was approximately 36 days as of December
31, 2023, as compared to 40 days as of December 31, 2022.
Same market total revenues increased 51% in 2023, driven primarily by a 65% increase in retail used vehicle unit sales volume. Same market total gross profit increased
82% in 2023, driven primarily by an increase in retail used vehicle unit sales volume and higher combined retail used vehicle and F&I gross profit per unit.
30
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Powersports Segment
Unless otherwise noted, all discussion of increases or decreases are for 2023 compared to 2022. The following discussion is on a reported basis, except where otherwise
noted as being on a same store basis. All currently operating powersports stores are included within the same store group as of the first full month following the anniversary of
the store’s opening or acquisition. Due to the timing of acquisitions in the Powersports Segment, which include seven stores acquired in August 2022 and five stores acquired in
February 2023, year-over-year comparisons are not representative of expected growth rates in future periods.
Reported retail new vehicle revenue increased 179% in 2023, primarily driven by a 204% increase in retail new vehicle unit sales volume, offset partially by an 8%
decrease in retail new vehicle average selling price. Retail new vehicle gross profit increased 159% in 2023, as a result of higher retail new vehicle unit sales volume, offset
partially by lower retail new vehicle gross profit per unit. Retail new vehicle gross profit per unit decreased $539 per unit, or 14%, to $3,435 per unit, due primarily to lower
retail new vehicle average selling prices. On a trailing quarter cost of sales basis, our reported Powersports Segment new vehicle inventory days’ supply was approximately 183
days as of December 31, 2023, compared to 119 days as of December 31, 2022. We believe that in a normal production environment, the level of new vehicle inventory days’
supply in our Powersports Segment should be in the 90- to 120-day range, depending on seasonality.
Reported retail used vehicle revenue increased 175% in 2023, primarily driven by a 283% increase in retail used vehicle unit sales volume, offset partially by a 29%
decrease in retail used vehicle average selling price. Retail used vehicle gross profit increased 170% in 2023, as a result of higher retail used vehicle unit sales volume. Retail
used vehicle gross profit per unit decreased $955 per unit, or 29%, to $2,394 per unit, due primarily to lower retail used vehicle average selling prices. On a trailing quarter cost
of sales basis, our reported Powersports Segment used vehicle inventory days’ supply was approximately 118 days as of December 31, 2023, compared to 141 days as of
December 31, 2022. Going forward, we generally expect to maintain a used vehicle inventory days’ supply in our Powersports Segment in the 75- to 100-day range, depending
on seasonality.
Reported Fixed Operations revenue increased 287% and Fixed Operations gross profit increased 267% in 2023, driven primarily by higher repair order volume and higher
parts and labor costs that were passed along to consumers. Fixed Operations gross margin decreased 310 basis points to 47.0% in 2023, driven primarily by a decrease in
customer pay and warranty revenue contribution and lower customer pay and warranty gross margin.
Reported F&I revenue increased 177% in 2023, driven primarily by a 226% increase in combined retail new and used vehicle unit sales volume, offset partially by lower
F&I gross profit per retail unit. F&I gross profit per retail unit decreased $188 per unit, or 16%, to $1,017 per unit in 2023.
31
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The following table summarizes the percentages of total revenues represented by certain items reflected in our consolidated statements of operations:
Revenues:
New vehicles
Used vehicles
Wholesale vehicles
Parts, service and collision repair
Finance, insurance and other, net
Total revenues
Cost of sales
Gross profit
Selling, general and administrative expenses
Impairment charges
Depreciation and amortization
Operating income
Interest expense, floor plan
Interest expense, other, net
Other income (expense), net
Income (loss) before taxes
Provision for income taxes - benefit (expense)
Net income (loss)
Results of Operations - Consolidated
Percentage of Total Revenues
Year Ended December 31,
2022
2023
2021
44.5 %
36.3 %
2.2 %
12.2 %
4.8 %
100.0 %
84.4 %
15.6 %
11.1 %
0.6 %
1.0 %
2.9 %
0.5 %
0.8 %
— %
1.7 %
0.4 %
1.2 %
40.9 %
39.4 %
3.5 %
11.4 %
4.8 %
100.0 %
83.5 %
16.5 %
11.1 %
2.3 %
0.9 %
2.2 %
0.2 %
0.6 %
— %
1.4 %
0.7 %
0.6 %
41.3 %
39.3 %
3.0 %
11.3 %
5.1 %
100.0 %
84.6 %
15.4 %
10.3 %
— %
0.8 %
4.3 %
0.1 %
0.4 %
0.1 %
3.7 %
0.9 %
2.8 %
As a result of the acquisition, disposition, termination or closure of several franchised dealership stores in 2022 and 2023, the change in consolidated reported amounts
from period to period may not be indicative of the current or future operational or financial performance of our current group of operating stores.
New Vehicles - Consolidated
New vehicle revenues include the sale of new vehicles, including new powersports vehicles, to retail customers, as well as the sale of fleet vehicles to businesses for use in
their operations. New vehicle revenues and gross profit can be influenced by vehicle manufacturer incentives to consumers (which vary from cash-back incentives to low interest
rate financing, among other things), the availability of consumer credit and the level and type of manufacturer-to-dealer incentives, as well as manufacturers providing adequate
inventory allocations to our dealerships to meet consumer demand. The automobile manufacturing industry is cyclical and historically has experienced periodic downturns
characterized by oversupply and weak demand, both within specific brands and in the industry as a whole. As an automotive retailer, we seek to mitigate the effects of this sales
cycle by maintaining a diverse brand mix of dealerships. Our brand diversity allows us to offer a broad range of products at a wide range of prices from lower-priced economy
automobiles to luxury automobiles and powersports vehicles.
The U.S. retail automotive industry’s new vehicle unit sales volume below reflects all brands marketed or sold in the U.S. This industry sales volume includes brands we
do not sell and markets in which we do not operate, therefore changes in our new vehicle unit sales volume may not trend directly in line with changes in the industry new vehicle
unit sales volume. We believe that the retail new vehicle industry sales volume is a more meaningful metric for comparing our new vehicle unit sales volume to the industry due
to our minimal fleet vehicle business.
32
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
U.S. retail new vehicle industry volume, fleet new vehicle industry volume, and total new vehicle industry volume were as follows:
U.S. industry volume - Retail new vehicle (1)
U.S. industry volume - Fleet new vehicle
U.S. industry volume - Total new vehicle (1)
(1) Source: PIN from J.D. Power
Year Ended December 31,
2022
2023
Better / (Worse)
% Change
(In millions of vehicles)
12.7
2.8
15.5
11.7
2.0
13.7
9 %
38 %
13 %
We currently estimate the 2024 new vehicle industry volume will be between 15.5 million vehicles (flat compared to 2023) and 16.0 million vehicles (an increase of 3%
compared to 2023). The effects of availability of new and used vehicle inventory, interest rates, changes in consumer confidence, availability of consumer financing,
manufacturer inventory production levels, incentive levels from automotive manufacturers or shifts in such levels, or timing of consumer demand as a result of economic
conditions, natural disasters or other unforeseen circumstances could cause the actual 2024 new vehicle industry volume to vary from expectations.
Our consolidated reported new vehicle results (combined retail and fleet data) were as follows:
Reported new vehicle:
Retail new vehicle revenue
Fleet new vehicle revenue
Total new vehicle revenue
Retail new vehicle gross profit
Fleet new vehicle gross profit
Total new vehicle gross profit
Retail new vehicle unit sales
Fleet new vehicle unit sales
Total new vehicle unit sales
Revenue per new retail unit
Revenue per new fleet unit
Total revenue per new unit
Gross profit per new retail unit
Gross profit per new fleet unit
Total gross profit per new unit
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
$
$
$
$
$
$
$
$
$
$
6,304.6
92.2
6,396.8
535.4
4.0
539.4
112,110
2,000
114,110
56,236
46,094
56,058
4,776
1,989
4,727
$
$
$
$
$
$
$
$
$
$
5,622.6
99.4
5,722.0
662.8
4.9
667.7
101,168
2,115
103,283
55,577
47,011
55,402
6,552
2,293
6,464
$
$
$
$
$
$
$
$
$
$
682.0
(7.2)
674.8
(127.4)
(0.9)
(128.3)
10,942
(115)
10,827
659
(917)
656
(1,776)
(304)
(1,737)
12 %
(7) %
12 %
(19) %
(18) %
(19) %
11 %
(5) %
10 %
1 %
(2) %
1 %
(27) %
(13) %
(27) %
Retail gross profit as a % of revenue
Fleet gross profit as a % of revenue
Total new vehicle gross profit as a % of revenue
8.5 %
4.3 %
8.4 %
11.8 %
4.9 %
11.7 %
(330) bps
(60) bps
(330) bps
33
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For further analysis of new vehicle results, see the tables and discussion under the headings “New Vehicles - Franchised Dealerships Segment” and “New Vehicles -
Powersports Segment” in the Franchised Dealerships Segment and Powersports Segment sections, respectively, below.
Used Vehicles - Consolidated
Used vehicle revenues include the sale of used vehicles, including used powersports vehicles, to retail customers and at wholesale. Used vehicle revenues are directly
affected by a number of factors, including consumer demand for used vehicles, the pricing and level of manufacturer incentives on new vehicles, the number and quality of trade-
ins and lease turn-ins available to our dealerships, the availability and pricing of used vehicles acquired at wholesale auction, and the availability of consumer credit.
As a result of low levels of new vehicle inventory and a heightened demand for used vehicles by automobile dealers and rental car companies at wholesale auction, used
vehicle prices reached an all-time high in 2022 and remain elevated above historical levels. Depending on the mix of inventory sourcing (trade-ins or purchases from customers
versus wholesale auction), the days’ supply of used vehicle inventory, and the pricing strategy employed by the dealership, retail used vehicle gross profit per unit and retail used
vehicle gross profit as a percentage of revenue may vary significantly from historical levels given the current used vehicle environment.
Our consolidated reported retail used vehicle results were as follows:
Reported retail used vehicle:
Revenue
Gross profit
Unit sales
Revenue per unit
Gross profit per unit
Gross profit as a % of revenue
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
$
$
$
$
5,213.6
151.2
176,147
29,598
859
2.9 %
$
$
$
$
5,515.4
180.8
173,209
31,842
1,044
3.3 %
$
$
$
$
(301.8)
(29.6)
2,938
(2,244)
(185)
(40) bps
(5) %
(16) %
2 %
(7) %
(18) %
For further analysis of used vehicle results, see the tables and discussion under the headings “Used Vehicles - Franchised Dealerships Segment,” “Used Vehicles and F&I
- EchoPark Segment” and “Used Vehicles - Powersports Segment” in the Franchised Dealerships Segment, EchoPark Segment and Powersports Segment sections, respectively,
below.
Wholesale Vehicles - Consolidated
Wholesale vehicle revenues are affected by retail new and used vehicle unit sales volume and the associated trade-in volume, as well as short-term, temporary and
seasonal fluctuations in wholesale auction pricing. In recent years, wholesale vehicle prices and supply at auction have experienced periods of volatility, impacting our wholesale
vehicle revenues and related gross profit (loss), as well as our retail used vehicle revenues and related gross profit. We believe that the current wholesale vehicle price
environment is not sustainable in the long term and expect that average wholesale vehicle pricing and related gross profit (loss) will continue to return toward long-term
normalized levels in the long run, but may continue to experience volatility into 2024 or beyond. Wholesale vehicle revenues are also significantly affected by our corporate
inventory management strategy and policies, which are designed to optimize our total used vehicle inventory and expected gross profit levels and minimize inventory carrying
risks.
34
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our consolidated reported wholesale vehicle results were as follows:
Reported wholesale vehicle:
Revenue
Gross profit (loss)
Unit sales
Revenue per unit
Gross profit (loss) per unit
Gross profit (loss) as a % of revenue
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
$
$
$
$
318.8
(2.6)
32,330
9,860
(80)
(0.8)%
$
$
$
$
484.9
(3.1)
35,323
13,727
(87)
(0.6)%
$
$
$
$
(166.1)
0.5
(2,993)
(3,867)
7
(20) bps
(34) %
16 %
(8) %
(28) %
8 %
For further analysis of wholesale vehicle results, see the tables and discussion under the headings “Wholesale Vehicles - Franchised Dealerships Segment,” “Wholesale
Vehicles - EchoPark Segment” and “Wholesale Vehicles - Powersports Segment” in the Franchised Dealerships Segment, EchoPark Segment and Powersports Segment sections,
respectively, below.
Fixed Operations - Consolidated
Parts, service and collision repair revenues consist of repairs and maintenance requested and paid by customers (“customer pay”), warranty repairs (manufacturer-paid),
wholesale parts (sales of parts and accessories to third-party automotive repair businesses) and internal, sublet and other. Parts and service revenue is driven by the volume and
mix of warranty repairs versus customer pay repairs, available service capacity (a combination of service bay count and technician availability), vehicle quality, manufacturer
recalls, customer loyalty, and prepaid or manufacturer-paid maintenance programs. Internal, sublet and other primarily relates to preparation and reconditioning work performed
on vehicles in inventory that are later sold to a third party and may vary based on used vehicle inventory and sales volume from period to period. When that work is performed by
one of our dealerships or stores, the work is classified as internal. In the event the work is performed by a third party on our behalf, it is classified as sublet.
We believe that, over time, vehicle quality will continue to improve, but vehicle complexity and the associated demand for repairs by qualified technicians at
manufacturer-affiliated dealerships may result in market share gains that could offset any revenue lost from improvement in vehicle quality. We also believe that, over the long
term, we have the ability to continue to optimize service capacity and customer retention at our dealerships and stores to further increase Fixed Operations revenues.
Manufacturers continue to extend new vehicle warranty periods (in particular for BEVs) and have also begun to include regular maintenance items in the warranty or
complimentary maintenance program coverage. These factors, over the long term, combined with the extended manufacturer warranties on CPO vehicles, should facilitate
growth in our parts and service business. Barriers to long-term growth may include reductions in the rate paid by manufacturers to dealers for warranty repair work performed, as
well as the improved quality and design of vehicles that may affect the level and frequency of future customer pay or warranty-related repair revenues.
35
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our consolidated reported Fixed Operations results were as follows:
Reported Fixed Operations:
Revenue
Customer pay
Warranty
Wholesale parts
Internal, sublet and other
Total revenue
Gross profit
Customer pay
Warranty
Wholesale parts
Internal, sublet and other
Total gross profit
Gross profit as a % of revenue
Customer pay
Warranty
Wholesale parts
Internal, sublet and other
Total gross profit as a % of revenue
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions)
$
$
$
$
822.8
240.1
208.6
488.0
1,759.5
459.9
141.4
37.2
235.5
874.0
$
$
$
$
55.9 %
58.9 %
17.8 %
48.3 %
49.7 %
740.9
227.1
198.5
433.2
1,599.7
413.5
132.3
35.7
211.0
792.5
$
$
$
$
57.9 %
58.3 %
18.0 %
46.8 %
49.5 %
81.9
13.0
10.1
54.8
159.8
46.4
9.1
1.5
24.5
81.5
(200) bps
60 bps
(20) bps
150 bps
20 bps
11 %
6 %
5 %
13 %
10 %
11 %
7 %
4 %
12 %
10 %
For further analysis of Fixed Operations results, see the tables and discussion under the headings “Fixed Operations - Franchised Dealerships Segment” and “Fixed
Operations - Powersports Segment” in the Franchised Dealerships Segment and Powersports Segment sections, respectively, below.
F&I - Consolidated
Finance, insurance and other, net revenues include commissions for arranging third-party vehicle financing and insurance, sales of third-party extended warranties and
service contracts for vehicles, and sales of other aftermarket products. In connection with vehicle financing, extended warranties and service contracts, other aftermarket products
and insurance contracts, we receive commissions from the third-party providers for originating these contracts. F&I revenues are recognized net of actual and estimated future
chargebacks and other costs associated with originating contracts (as a result, reported F&I revenues and F&I gross profit are the same amount, resulting in a 100% gross margin
for F&I). F&I revenues are affected by the level of new and retail used vehicle unit sales volume, the age and average selling price of vehicles sold, the level of manufacturer
financing specials or leasing incentives, and our F&I penetration rates for each type of F&I product. The F&I penetration rate represents the number of finance contracts,
extended warranties and service contracts, other aftermarket products or insurance contracts that we are able to originate per vehicle sold, expressed as a percentage.
Yield spread premium is another term for the commission earned by our dealerships for arranging vehicle financing for consumers. The amount of the commission could
be zero, a flat fee or an actual spread between the interest rate charged to the consumer and the interest rate provided by the third-party direct financing source (e.g., a commercial
bank, credit union or manufacturer captive finance company). We have established caps on the potential yield spread premium our dealerships can earn with all finance sources.
We believe the yield spread premium we earn for arranging vehicle financing represents value to the consumer in numerous ways, including the following:
•
•
•
•
lower cost, below-market financing is often available only from the manufacturers’ captives and franchised dealers;
ease of access to multiple high-quality lending sources;
lease-financing alternatives are largely available only from manufacturers’ captives or other indirect lenders;
guests with substandard credit frequently do not have direct access to potential sources of sub-prime financing; and
36
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
•
guests with significant “negative equity” in their current vehicle (i.e., the guest’s current vehicle is worth less than the balance of their vehicle loan or lease obligation)
frequently are unable to pay off the loan on their current vehicle and finance the purchase or lease of a replacement new or used vehicle without the assistance of a
franchised dealership’s network of lending sources.
Our consolidated reported F&I results were as follows:
Reported F&I:
Revenue
Total combined retail new and used vehicle unit sales
Gross profit per retail unit (excludes fleet)
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
$
$
683.7 $
288,257
2,372 $
679.1 $
274,377
2,475 $
4.6
13,880
(103)
1 %
5 %
(4) %
For further analysis of F&I results, see the tables and discussion under the headings “F&I - Franchised Dealerships Segment,” “Used Vehicles and F&I - EchoPark
Segment” and “F&I - Powersports Segment” in the Franchised Dealerships Segment, EchoPark Segment and Powersports Segment sections, respectively, below.
Results of Operations - Franchised Dealerships Segment
As a result of the acquisition, disposition, termination or closure of several franchised dealership stores in 2022 and 2023, the change in reported amounts from period to
period may not be indicative of the current or future operational or financial performance of our current group of operating stores. Please refer to the tables and discussion on the
following pages for a comparison and discussion of financial results on a comparable store basis.
37
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
New Vehicles - Franchised Dealerships Segment
The following table provides a reconciliation of Franchised Dealerships Segment reported basis and same store basis for new vehicles:
Year Ended December 31,
Better / (Worse)
2023
2022
Change
(In millions, except unit data)
% Change
Retail new vehicle revenue:
Same store
Acquisitions, open points, dispositions and holding company
Total as reported
Fleet new vehicle revenue:
Same store
Acquisitions, open points, dispositions and holding company
Total as reported
Total new vehicle revenue:
Same store
Acquisitions, open points, dispositions and holding company
Total as reported
Retail new vehicle gross profit:
Same store
Acquisitions, open points, dispositions and holding company
Total as reported
Fleet new vehicle gross profit:
Same store
Acquisitions, open points, dispositions and holding company
Total as reported
Total new vehicle gross profit:
Same store
Acquisitions, open points, dispositions and holding company
Total as reported
Retail new vehicle unit sales:
Same store
Acquisitions, open points, dispositions and holding company
Total as reported
Fleet new vehicle unit sales:
Same store
Acquisitions, open points, dispositions and holding company
Total as reported
Total new vehicle unit sales:
Same store
Acquisitions, open points, dispositions and holding company
Total as reported
NM = Not Meaningful
6,145.3 $
69.7
6,215.0 $
92.1 $
0.1
92.2 $
6,237.4 $
69.8
6,307.2 $
513.5 $
5.2
518.7 $
4.0 $
—
4.0 $
517.4 $
5.3
522.7 $
105,891
1,366
107,257
2,000
—
2,000
107,891
1,366
109,257
5,508.8 $
72.8
5,581.6 $
99.4 $
—
99.4 $
5,608.2 $
72.8
5,681.0 $
647.5 $
7.8
655.3 $
4.8 $
0.1
4.9 $
652.3 $
7.9
660.2 $
97,772
1,652
99,424
2,115
—
2,115
99,887
1,652
101,539
636.5
(3.1)
633.4
(7.3)
0.1
(7.2)
629.2
(3.0)
626.2
(134.0)
(2.6)
(136.6)
(0.8)
(0.1)
(0.9)
(134.9)
(2.6)
(137.5)
8,119
(286)
7,833
(115)
—
(115)
8,004
(286)
7,718
$
$
$
$
$
$
$
$
$
$
$
$
38
12 %
NM
11 %
(7) %
NM
(7) %
11 %
NM
11 %
(21) %
NM
(21) %
(17) %
NM
(18) %
(21) %
NM
(21) %
8 %
NM
8 %
(5) %
NM
(5) %
8 %
NM
8 %
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Franchised Dealerships Segment reported new vehicle results were as follows:
Reported new vehicle:
Retail new vehicle revenue
Fleet new vehicle revenue
Total new vehicle revenue
Retail new vehicle gross profit
Fleet new vehicle gross profit
Total new vehicle gross profit
Retail new vehicle unit sales
Fleet new vehicle unit sales
Total new vehicle unit sales
Revenue per new retail unit
Revenue per new fleet unit
Total revenue per new unit
Gross profit per new retail unit
Gross profit per new fleet unit
Total gross profit per new unit
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
$
$
$
$
$
$
$
$
$
$
6,215.0
92.2
6,307.2
518.7
4.0
522.7
107,257
2,000
109,257
57,945
46,094
57,728
4,836
1,989
4,784
$
$
$
$
$
$
$
$
$
$
5,581.6
99.4
5,681.0
655.3
4.9
660.2
99,424
2,115
101,539
56,139
47,002
55,948
6,591
2,292
6,502
$
$
$
$
$
$
$
$
$
$
633.4
(7.2)
626.2
(136.6)
(0.9)
(137.5)
7,833
(115)
7,718
1,806
(908)
1,780
(1,755)
(303)
(1,718)
11 %
(7) %
11 %
(21) %
(18) %
(21) %
8 %
(5) %
8 %
3 %
(2) %
3 %
(27) %
(13) %
(26) %
Retail gross profit as a % of revenue
Fleet gross profit as a % of revenue
Total new vehicle gross profit as a % of revenue
8.3 %
4.3 %
8.3 %
11.7 %
4.9 %
11.6 %
(340) bps
(60) bps
(330) bps
39
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Franchised Dealerships Segment same store new vehicle results were as follows:
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
Same store new vehicle:
Retail new vehicle revenue
Fleet new vehicle revenue
Total new vehicle revenue
Retail new vehicle gross profit
Fleet new vehicle gross profit
Total new vehicle gross profit
Retail new vehicle unit sales
Fleet new vehicle unit sales
Total new vehicle unit sales
Revenue per new retail unit
Revenue per new fleet unit
Total revenue per new unit
Gross profit per new retail unit
Gross profit per new fleet unit
Total gross profit per new unit
$
$
$
$
$
$
$
$
$
$
6,145.3
92.1
6,237.4
513.5
4.0
517.4
105,891
2,000
107,891
58,034
46,094
57,813
4,849
1,989
4,796
Retail gross profit as a % of revenue
Fleet gross profit as a % of revenue
Total new vehicle gross profit as a %
of revenue
8.4
4.3
8.3
%
%
%
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
5,508.8
99.4
5,608.2
647.5
4.8
652.3
97,772
2,115
99,887
56,343
47,002
56,145
6,623
2,292
6,531
11.8
4.9
11.6
%
%
%
636.5
(7.3)
629.2
(134.0)
(0.8)
(134.9)
8,119
(115)
8,004
1,691
(908)
1,668
(1,774)
(303)
(1,735)
(340)
(60)
(330)
12
(7)
11
(21)
(17)
(21)
8
(5)
8
3
(2)
3
(27)
(13)
(27)
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
bps
bps
bps
Retail new vehicle revenue increased 12%, due primarily to an 8% increase in retail new vehicle unit sales volume, as well as a 3% increase in retail new vehicle average
selling price. Retail new vehicle gross profit decreased approximately $134.0 million, or 21%, as a result of lower retail new vehicle gross profit per unit. Retail new vehicle
gross profit per unit decreased $1,774 per unit, or 27%, to $4,849 per unit, due primarily to increased price competition as a result of higher levels of available inventory than in
the prior year and higher inventory acquisition costs. On a trailing quarter cost of sales basis, our reported Franchised Dealerships Segment new vehicle inventory days’ supply
was approximately 37 and 24 days as of December 31, 2023 and 2022, respectively.
40
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Used Vehicles - Franchised Dealerships Segment
The following table provides a reconciliation of Franchised Dealerships Segment reported basis and same store basis for retail used vehicles:
Retail used vehicle revenue:
Same store
Acquisitions, open points, dispositions and holding company
Total as reported
Retail used vehicle gross profit:
Same store
Acquisitions, open points, dispositions and holding company
Total as reported
Retail used vehicle unit sales:
Same store
Acquisitions, open points, dispositions and holding company
Total as reported
NM = Not Meaningful
Year Ended December 31,
2023
2022
Change
(In millions, except unit data)
Better / (Worse)
% Change
$
$
$
$
3,012.1 $
38.2
3,050.3 $
3,334.4 $
57.1
3,391.5 $
161.1 $
1.8
162.9 $
171.3 $
3.1
174.4 $
98,841
1,369
100,210
106,320
2,192
108,512
(322.3)
(18.9)
(341.2)
(10.2)
(1.3)
(11.5)
(7,479)
(823)
(8,302)
(10) %
NM
(10) %
(6) %
NM
(7) %
(7) %
NM
(8) %
Our Franchised Dealerships Segment reported retail used vehicle results were as follows:
Reported retail used vehicle:
Revenue
Gross profit
Unit sales
Revenue per unit
Gross profit per unit
Gross profit as a % of revenue
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
$
$
$
$
3,050.3
162.9
100,210
30,439
1,626
$
$
$
$
3,391.5
174.4
108,512
31,254
1,607
$
$
$
$
5.3 %
5.1 %
(341.2)
(11.5)
(8,302)
(815)
19
20 bps
(10) %
(7) %
(8) %
(3) %
1 %
41
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Franchised Dealerships Segment same store retail used vehicle results were as follows:
Same store retail used vehicle:
Revenue
Gross profit
Unit sales
Revenue per unit
Gross profit per unit
Gross profit as a % of revenue
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
$
$
$
$
3,012.1
161.1
98,841
30,474
1,630
$
$
$
$
3,334.4
171.3
106,320
31,362
1,611
$
$
$
$
5.4 %
5.1 %
(322.3)
(10.2)
(7,479)
(888)
19
30 bps
(10) %
(6) %
(7) %
(3) %
1 %
Retail used vehicle revenue decreased approximately $322.3 million, or 10%, driven primarily by a 3% decrease in retail used vehicle average selling price, as well as a
7% decrease in retail used vehicle unit sales volume. Retail used vehicle gross profit decreased approximately $10.2 million, or 6%, driven primarily by a 7% decrease in retail
used vehicle unit sales volume, partially offset by a $19 per unit, or 1%, increase in retail used vehicle gross profit per unit during 2023.
On a trailing quarter cost of sales basis, our reported Franchised Dealerships Segment used vehicle inventory days’ supply was approximately 29 and 26 days as of
December 31, 2023 and 2022, respectively.
Wholesale Vehicles - Franchised Dealerships Segment
The following table provides a reconciliation of Franchised Dealerships Segment reported basis and same store basis for wholesale vehicles:
Total wholesale vehicle revenue:
Same store
Acquisitions, open points, dispositions, and holding company
Total as reported
Total wholesale vehicle gross profit (loss):
Same store
Acquisitions, open points, dispositions, and holding company
Total as reported
Total wholesale vehicle unit sales:
Same store
Acquisitions, open points, dispositions, and holding company
Total as reported
NM = Not Meaningful
Year Ended December 31,
2023
2022
Change
(In millions, except unit data)
Better / (Worse)
% Change
$
$
$
$
202.2 $
2.3
204.5 $
(2.5) $
(0.8)
(3.3) $
309.1 $
4.9
314.0 $
(5.5) $
(0.8)
(6.3) $
20,333
269
20,602
23,630
422
24,052
(106.9)
(2.6)
(109.5)
3.0
—
3.0
(3,297)
(153)
(3,450)
(35) %
NM
(35) %
55 %
NM
48 %
(14) %
NM
(14) %
42
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Franchised Dealerships Segment reported wholesale vehicle results were as follows:
Reported wholesale vehicle:
Revenue
Gross profit (loss)
Unit sales
Revenue per unit
Gross profit (loss) per unit
Gross profit (loss) as a % of revenue
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
$
$
$
$
204.5
(3.3)
20,602
9,933
(156)
(1.6)%
$
$
$
$
314.0
(6.3)
24,052
13,052
(260)
(2.0)%
$
$
$
$
(109.5)
3.0
(3,450)
(3,119)
104
40 bps
(35) %
48 %
(14) %
(24) %
40 %
Our Franchised Dealerships Segment same store wholesale vehicle results were as follows:
Same store wholesale vehicle:
Revenue
Gross profit (loss)
Unit sales
Revenue per unit
Gross profit (loss) per unit
Gross profit (loss) as a % of revenue
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
$
$
$
$
202.2
(2.5)
20,333
9,949
(124)
$
$
$
$
309.1
(5.5)
23,630
13,081
(238)
$
$
$
$
(106.9)
3.0
(3,297)
(3,132)
114
5.4 %
5.1 %
30 bps
(35) %
55 %
(14) %
(24) %
48 %
Same store wholesale vehicle revenue decreased 35%, driven primarily by a 24% decrease in wholesale vehicle revenue per unit and a 14% decrease in wholesale vehicle
unit sales volume in 2023. The decline in wholesale vehicle unit sales volume was driven by a reduction in trade-in inventory volume and an increase in the supply of new vehicle
inventory, resulting in a shift in the sales mix from used vehicles to new vehicles. Wholesale vehicle gross loss improved by approximately $3.0 million, driven primarily by a
$114 per unit improvement in wholesale vehicle gross loss per unit during 2023.
Fixed Operations - Franchised Dealerships Segment
The following table provides a reconciliation of Franchised Dealerships Segment reported basis and same store basis for Fixed Operations:
Total Fixed Operations revenue:
Same store
Acquisitions, open points, dispositions and holding company
Total as reported
Total Fixed Operations gross profit:
Same store
Acquisitions, open points, dispositions and holding company
Total as reported
NM = Not Meaningful
Year Ended December 31,
2023
2022
Better / (Worse)
Change
% Change
(In millions)
1,696.4 $
17.8
1,714.2 $
1,565.8 $
22.2
1,588.0 $
842.2 $
10.5
852.7 $
774.8 $
11.9
786.7 $
130.6
(4.4)
126.2
67.4
(1.4)
66.0
8 %
NM
8 %
9 %
NM
8 %
$
$
$
$
43
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Franchised Dealerships Segment reported Fixed Operations results were as follows:
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions)
Reported Fixed Operations:
Revenue
Customer pay
Warranty
Wholesale parts
Internal, sublet and other
Total revenue
Gross profit
Customer pay
Warranty
Wholesale parts
Internal, sublet and other
Total gross profit
Gross profit as a % of revenue
Customer pay
Warranty
Wholesale parts
Internal, sublet and other
Total gross profit as a % of revenue
10 %
5 %
5 %
7 %
8 %
11 %
7 %
4 %
6 %
8 %
735.4
226.4
198.2
428.0
1,588.0
410.2
131.9
35.7
208.9
786.7
$
$
$
$
55.8 %
58.2 %
18.0 %
48.8 %
49.5 %
75.4
12.4
9.6
28.8
126.2
43.4
8.8
1.4
12.4
66.0
10 bps
70 bps
(20) bps
(30) bps
20 bps
810.8
238.8
207.8
456.8
1,714.2
453.6
140.7
37.1
221.3
852.7
$
$
$
$
55.9 %
58.9 %
17.8 %
48.5 %
49.7 %
$
$
$
$
44
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Franchised Dealerships Segment same store Fixed Operations results were as follows:
Same store Fixed Operations:
Revenue
Customer pay
Warranty
Wholesale parts
Internal, sublet and other
Total revenue
Gross profit
Customer pay
Warranty
Wholesale parts
Internal, sublet and other
Total gross profit
Gross profit as a % of revenue
Customer pay
Warranty
Wholesale parts
Internal, sublet and other
Total gross profit as a % of revenue
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions)
$
$
$
$
802.7
235.5
206.5
451.7
1,696.4
449.0
138.9
36.8
217.5
842.2
$
$
$
$
55.9 %
59.0 %
17.8 %
48.2 %
49.6 %
726.1
222.4
196.3
421.0
1,565.8
405.5
129.9
35.2
204.2
774.8
$
$
$
$
55.8 %
58.4 %
17.9 %
48.5 %
49.5 %
76.6
13.1
10.2
30.7
130.6
43.5
9.0
1.6
13.3
67.4
10 bps
60 bps
(10) bps
(30) bps
10 bps
11 %
6 %
5 %
7 %
8 %
11 %
7 %
5 %
7 %
9 %
Fixed Operations revenue increased approximately $130.6 million, or 8%, and Fixed Operations gross profit increased approximately $67.4 million, or 9%. Customer pay
gross profit increased approximately $43.5 million, or 11%, warranty gross profit increased approximately $9.0 million, or 7%, wholesale parts gross profit increased
approximately $1.6 million, or 5%, and internal, sublet and other gross profit increased approximately $13.3 million, or 7%. As consumer activity and vehicle miles driven have
continued to improve from pandemic-induced lows in early 2020, we have experienced a recovery in Fixed Operations activity (in particular, related to customer pay repairs),
and are currently operating above pre-pandemic levels and expect to continue to see growth in Fixed Operations revenues and gross profit in 2024.
45
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
F&I - Franchised Dealerships Segment
The following table provides a reconciliation of Franchised Dealerships Segment reported basis and same store basis for F&I:
Total F&I revenue:
Same store
Acquisitions, open points, dispositions and holding company
Total as reported
Total F&I gross profit per retail unit (excludes fleet):
Same store
Reported
Total combined retail new and used vehicle unit sales:
Same store
Acquisitions, open points, dispositions and holding company
Total as reported
NM = Not Meaningful
Year Ended December 31,
2023
2022
Better / (Worse)
Change
% Change
(In millions, except unit and per unit data)
$
$
$
$
493.6 $
5.0
498.6 $
494.0 $
16.1
510.1 $
2,411 $
2,403 $
2,421 $
2,453 $
204,732
2,735
207,467
204,092
3,844
207,936
(0.4)
(11.1)
(11.5)
(10)
(50)
640
(1,109)
(469)
— %
NM
(2) %
— %
(2) %
— %
NM
— %
Our Franchised Dealerships Segment reported F&I results were as follows:
Reported F&I:
Revenue
Total combined retail new and used vehicle unit sales
Gross profit per retail unit (excludes fleet)
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
$
$
498.6 $
207,467
2,403 $
510.1 $
207,936
2,453 $
(11.5)
(469)
(50)
(2) %
— %
(2) %
46
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Franchised Dealerships Segment same store F&I results were as follows:
Same store F&I:
Revenue
Total combined retail new and used vehicle unit sales
Gross profit per retail unit (excludes fleet)
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
$
$
493.6 $
204,732
2,411 $
494.0 $
204,092
2,421 $
(0.4)
640
(10)
— %
— %
— %
F&I revenue remained flat in 2023, due to flat year-over-year combined retail new and used vehicle unit sales volume. F&I gross profit per retail unit decreased $10 per
unit to $2,411 per unit, primarily due to a decrease in gross profit per finance contract and lower finance contract penetration rates.
Finance contract revenue decreased 5%, primarily due to a 170-basis point decrease in the combined new and used vehicle finance contract penetration rate. Service
contract revenue increased 12%, primarily due to an 18% increase in gross profit per service contract, offset partially by a 250-basis point decrease in the service contract
penetration rate. Other aftermarket contract revenue increased 7%, driven primarily by a 10% increase in gross profit per other aftermarket contract, offset partially by a 430-
basis point decrease in the other aftermarket contract penetration rate. We believe that elevated interest rates during 2023 had a negative impact on consumer affordability, which
contributed to lower penetration rates across contract categories.
Results of Operations - EchoPark Segment
All currently operating EchoPark stores in a local geographic market are included within the same market group as of the first full month following the first anniversary of
the market’s opening or acquisition. Same market results may vary significantly from reported results due to store closures during 2023, as the closed stores are not included in
same market results.
On June 22, 2023, Sonic announced a plan to indefinitely suspend operations at eight EchoPark locations and 14 related delivery/buy centers. In addition, during the third
quarter of 2023, we closed three Northwest Motorsport locations within the EchoPark Segment. In January 2024, we closed the remaining seven Northwest Motorsport stores. In
light of these closures, we believe the following discussion of EchoPark Segment results on a same market basis provides a meaningful year-over-year comparison.
Used Vehicles and F&I - EchoPark Segment
Our EchoPark operating strategy focuses on maximizing total used vehicle-related gross profit (based on a combination of retail used vehicle unit sales volume, front-end
retail used vehicle gross profit (loss) per unit and F&I gross profit per retail unit) rather than realizing traditional levels of front-end retail used vehicle gross profit per unit. As
such, we believe the best per unit measure of gross profit performance at our EchoPark stores is a combined total gross profit (loss) per retail unit, which includes both front-end
retail used vehicle gross profit (loss) and F&I gross profit per retail unit sold. See the discussion under the heading “Results of Operations - Consolidated” for additional
discussion of the macro drivers of used vehicle revenues and F&I revenues.
All Fixed Operations activity at our EchoPark stores supports our used vehicle inventory reconditioning operations and EchoPark stores do not currently perform
customer pay repairs or maintenance work and are not permitted to perform manufacturer-paid warranty repairs. As such, reconditioning amounts that are classified as Fixed
Operations revenues and cost of sales in our Franchised Dealerships Segment are presented as used vehicle cost of sales for the EchoPark Segment.
47
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table provides a reconciliation of EchoPark Segment reported basis, same market basis and new market/closed market basis for retail used vehicles:
Total retail used vehicle revenue:
Same market
New markets/closed markets
Total as reported
Total retail used vehicle gross profit (loss):
Same market
New markets/closed markets
Total as reported
Total retail used vehicle unit sales:
Same market
New markets/closed markets
Total as reported
NM = Not Meaningful
Year Ended December 31,
Better / (Worse)
2023
2022
Change
(In millions, except unit data)
% Change
$
$
$
$
1,754.7 $
389.1
2,143.8 $
1,129.2 $
987.6
2,116.8 $
(5.2) $
(11.9)
(17.1) $
(17.2) $
21.6
4.4 $
65,969
7,707
73,676
39,933
24,174
64,107
625.5
(598.5)
27.0
12.0
(33.5)
(21.5)
26,036
(16,467)
9,569
55 %
NM
1 %
70 %
NM
(489)%
65 %
NM
15 %
The following table provides a reconciliation of EchoPark Segment reported basis, same market basis and new market/ closed market basis for F&I:
Total F&I revenue:
Same market
New markets/closed markets
Total as reported
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
$
$
160.1 $
17.8
177.9 $
(In millions)
101.1 $
65.3
166.4 $
59.0
(47.5)
11.5
58 %
(73) %
7 %
Our EchoPark Segment reported retail used vehicle and F&I results were as follows:
Reported retail used vehicle and F&I:
Retail used vehicle revenue
Retail used vehicle gross profit (loss)
Retail used vehicle unit sales
Retail used vehicle revenue per unit
F&I revenue
Combined retail used vehicle gross profit and F&I revenue
Total retail used vehicle and F&I gross profit per unit
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
2,143.8 $
(17.1) $
73,676
29,098 $
177.9 $
160.8 $
2,183 $
2,116.8 $
4.4 $
64,107
33,019 $
166.4 $
170.8 $
2,657 $
27.0
(21.5)
9,569
(3,921)
11.5
(10.0)
(474)
1 %
(489)%
15 %
(12)%
7 %
(6)%
(18)%
$
$
$
$
$
$
48
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our EchoPark Segment same market retail used vehicle and F&I results were as follows:
Same market retail used vehicle and F&I:
Retail used vehicle revenue
Retail used vehicle gross profit (loss)
Retail used vehicle unit sales
Retail used vehicle revenue per unit
F&I revenue
Combined retail used vehicle gross profit and F&I
revenue
Total retail used vehicle and F&I gross profit per
unit
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
$
$
$
$
$
$
1,754.7
(5.2)
65,969
26,599
160.1
154.9
2,348
$
$
$
$
$
$
1,129.2
(17.2)
39,933
28,277
101.1
83.9
2,100
$
$
$
$
$
$
625.5
12.0
26,036
(1,678)
59.0
71.0
248
55
70
65
(6)
58
85
12
%
%
%
%
%
%
%
Used vehicle revenue increased approximately $625.5 million, or 55%, due to a 65% increase in used vehicle unit sales volume, partially offset by a 6% decrease in used
vehicle revenue per unit. Combined used vehicle gross profit and F&I revenue increased approximately $71.0 million, or 85%, due to a $248, or 12%, increase in total used
vehicle and F&I gross profit per unit. The increase in total used vehicle and F&I gross profit per unit was due primarily to improvement in inventory acquisition cost as a result
of sourcing a higher percentage of inventory from non-auction sources, in addition to expanding our inventory to include older vehicles, which typically earn a higher gross profit
per unit.
Within F&I revenue, reported finance contract gross profit increased approximately $10.3 million, or 30%, due to a 58% increase in total finance contracts, partially offset
by an 18% decrease in gross profit per finance contract and a 330-basis point decrease in finance contract penetration rate. Reported service contract gross profit increased
approximately $15.9 million, or 79%, due to a 54% increase in total service contracts and a 16% increase in gross profit per service contract, partially offset by a 410-basis point
decrease in service contract penetration rate. Reported other aftermarket product contract gross profit increased approximately $15.4 million, or 101%, due to a 71% increase in
total aftermarket contracts, an 18% increase in total aftermarket contracts, and a 340-basis point increase in other aftermarket product contract penetration rate.
On a trailing quarter cost of sales basis, our reported used vehicle inventory days’ supply in our EchoPark Segment was approximately 36 and 40 days as of December 31,
2023 and 2022, respectively. We generally focus on maintaining EchoPark Segment used vehicle inventory days’ supply in the 30- to 40-day range, which may fluctuate
seasonally, in order to limit our exposure to market pricing volatility.
Wholesale Vehicles - EchoPark Segment
See the discussion under the heading “Results of Operations - Consolidated” for additional discussion of the macro drivers of wholesale vehicle revenues.
49
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table provides a reconciliation of EchoPark Segment reported basis, same market basis and new market/closed market basis for wholesale vehicles:
Year Ended December 31,
Better / (Worse)
2023
2022
Change
(In millions, except unit data)
% Change
Total wholesale vehicle revenue:
Same market
New markets/closed markets
Total as reported
Total wholesale vehicle gross profit (loss):
Same market
New markets/closed markets
Total as reported
Total wholesale vehicle unit sales:
Same market
New markets/closed markets
Total as reported
NM = Not Meaningful
$
$
$
$
73.9 $
37.8
111.7 $
0.7 $
0.2
0.9 $
83.9 $
86.7
170.6 $
1.8 $
1.4
3.2 $
9,765
1,747
11,512
7,497
3,739
11,236
(10.0)
(48.9)
(58.9)
(1.1)
(1.2)
(2.3)
2,268
(1,992)
276
Our EchoPark Segment reported wholesale vehicle results were as follows:
Reported wholesale vehicle:
Revenue
Gross profit (loss)
Unit sales
Revenue per unit
Gross profit (loss) per unit
Gross profit (loss) as a % of revenue
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
$
$
$
$
111.7
0.9
11,512
9,693
72
0.7 %
$
$
$
$
170.6
3.2
11,236
15,190
283
1.9 %
$
$
$
$
(58.9)
(2.3)
276
(5,497)
(211)
(120) bps
Our EchoPark Segment same market wholesale vehicle results were as follows:
Same market wholesale vehicle:
Revenue
Gross profit (loss)
Unit sales
Revenue per unit
Gross profit (loss) per unit
Gross profit (loss) as a % of revenue
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
$
$
$
$
73.9
0.7
9,765
7,568
75
1.0 %
$
$
$
$
83.9
1.8
7,497
11,202
240
2.1 %
$
$
$
$
(10.0)
(1.1)
2,268
(3,634)
(165)
(110) bps
(12) %
NM
(35) %
(61) %
NM
(72) %
30 %
NM
2 %
(35) %
(72) %
2 %
(36) %
(75) %
(12) %
(61) %
30 %
(32) %
(69) %
Same market wholesale vehicle revenue decreased 12%, driven primarily by a $3,634, or 32%, decrease in same market wholesale vehicle revenue per unit, offset partially
by a 30% increase in same market wholesale vehicle unit sales volume. Same market wholesale vehicle gross profit decreased approximately $1.1 million, due primarily to a
decrease in same market wholesale vehicle gross profit per unit of $165 per unit. As we adjust the inventory mix of nearly-new versus older model year vehicles sold at retail
going forward, the levels of wholesale vehicle revenue and gross profit may vary.
50
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations - Powersports Segment
Our Powersports Segment consists of eight stores acquired during 2022 and five stores acquired in the first quarter of 2023. As a result of these acquisitions, the change in
reported amounts from period to period may not be indicative of the current or future operational or financial performance of our current group of operating stores. The following
discussion of new vehicles, used vehicles, wholesale vehicles, parts, service and collision repair, and finance, insurance and other, net is on a reported basis, except where
otherwise noted. Our Powersports Segment results are subject to seasonal variations, such that the second and third quarters are generally expected to contribute higher revenues
and segment income than the first and fourth quarters.
New Vehicles - Powersports Segment
The following table provides a reconciliation of Powersports Segment reported basis and same store basis for retail new vehicles:
Total retail new vehicle revenue:
Same store
Acquisitions
Total as reported
Total retail new vehicle gross profit:
Same store
Acquisitions
Total as reported
Total retail new vehicle unit sales:
Same store
Acquisitions
Total as reported
NM = Not Meaningful
Year Ended December 31,
Better / (Worse)
2023
2022
Change
(In millions, except unit data)
% Change
$
$
$
$
24.4 $
64.2
88.6 $
3.7 $
12.9
16.6 $
1,358
3,484
4,842
29.5 $
2.3
31.8 $
5.9 $
0.5
6.4 $
1,480
112
1,592
(5.1)
61.9
56.8
(2.2)
12.4
10.2
(122)
3,372
3,250
(17) %
NM
179 %
(37) %
NM
159 %
(8)%
NM
204 %
Our Powersports Segment reported retail new vehicle results were as follows:
Reported retail new vehicle:
Revenue
Gross profit
Unit sales
Revenue per unit
Gross profit per unit
Gross profit as a % of revenue
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
$
$
$
$
88.6
16.6
4,842
18,301
3,435
$
$
$
$
31.8
6.4
1,592
19,999
3,974
$
$
$
$
18.8 %
19.9 %
56.8
10.2
3,250
(1,698)
(539)
(110) bps
179 %
159 %
204 %
(8)%
(14) %
51
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Powersports Segment same store new vehicle results were as follows:
Same store new vehicle:
Revenue
Gross profit
Unit sales
Revenue per unit
Gross profit per unit
Gross profit as a % of revenue
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
$
$
$
$
24.4
3.7
1,358
17,983
2,707
$
$
$
$
29.5
5.9
1,480
19,941
3,990
$
$
$
$
(5.1)
(2.2)
(122)
(1,958)
(1,283)
15.1 %
20.0 %
(490) bps
(17) %
(37) %
(8) %
(10) %
(32) %
Reported retail new vehicle revenue increased 179%, due primarily to a 204% increase in retail new vehicle unit sales volume, partially offset by an 8% decrease in retail
new vehicle average selling price. Retail new vehicle gross profit increased approximately $10.2 million, or 159%, due primarily to the timing of acquisitions. Retail new vehicle
gross profit per unit decreased $539 per unit, or 14%. Same store retail new vehicle revenue decreased 17%, due primarily to an 8% decrease in retail new vehicle unit sales
volume and a 10% decrease in retail new vehicle average selling price. Same store retail new vehicle gross profit decreased approximately $2.2 million, or 37%, due primarily to
the timing of acquisitions. Same store retail new vehicle gross profit per unit decreased $1,283 per unit, or 32%, to $2,707 per unit, due primarily to the timing of acquisitions
and changes in brand mix.
On a trailing quarter cost of sales basis, our reported Powersports Segment new vehicle inventory days’ supply was approximately 183 days as of December 31, 2023. We
believe that in a normal production environment, the level of new vehicle inventory days’ supply in our Powersports Segment should be in the 90- to 120-day range, depending
on seasonality.
Used Vehicles - Powersports Segment
The following table provides a reconciliation of Powersports Segment reported basis and same store basis for retail used vehicles:
Retail used vehicle revenue:
Same store
Acquisitions
Total as reported
Retail used vehicle gross profit:
Same store
Acquisitions
Total as reported
Retail used vehicle unit sales:
Same store
Acquisitions
Total as reported
NM = Not Meaningful
Year Ended December 31,
2023
2022
Change
(In millions, except unit data)
Better / (Worse)
% Change
5.2 $
14.3
19.5 $
1.1 $
4.3
5.4 $
477
1,784
2,261
6.9 $
0.2
7.1 $
1.9 $
0.1
2.0 $
563
27
590
(1.7)
14.1
12.4
(0.8)
4.2
3.4
(86)
1,757
1,671
(25) %
NM
175 %
(42) %
NM
170 %
(15) %
NM
283 %
$
$
$
$
52
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Powersports Segment reported retail used vehicle results were as follows:
Reported retail used vehicle:
Revenue
Gross profit
Unit sales
Revenue per unit
Gross profit per unit
Gross profit as a % of revenue
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
$
$
$
$
19.5
5.4
2,261
8,616
2,394
27.8 %
$
$
$
$
7.1
2.0
590
12,093
3,349
27.7 %
$
$
$
$
12.4
3.4
1,671
(3,477)
(955)
10 bps
Our Powersports Segment same store retail used vehicle results were as follows:
Same store retail used vehicle:
Revenue
Gross profit
Unit sales
Revenue per unit
Gross profit per unit
Gross profit as a % of revenue
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
$
$
$
$
5.2
1.1
477
10,949
2,337
$
$
$
$
6.9
1.9
563
12,273
3,359
$
$
$
$
(1.7)
(0.8)
(86)
(1,324)
(1,022)
21.3 %
27.4 %
(610) bps
175 %
170 %
283 %
(29) %
(29) %
(25) %
(42) %
(15) %
(11) %
(30) %
Reported retail used vehicle revenue increased 175%, due primarily to a 283% increase in retail used vehicle unit sales volume, partially offset by a 29% decrease in retail
used vehicle average selling price. Retail used vehicle gross profit increased approximately $3.4 million, or 170%, due primarily to the timing of acquisitions. Retail used vehicle
gross profit per unit decreased $955 per unit, or 29%, to $2,394 per unit, due primarily to the timing of acquisitions and changes in brand mix.
Same store retail used vehicle revenue decreased 25%, due primarily to a 15% decrease in retail used vehicle unit sales volume and an 11% decrease in retail used vehicle
average selling price. Same store retail used vehicle gross profit decreased approximately $0.8 million, or 42%, due primarily to the timing of acquisitions. Same store retail used
vehicle gross profit per unit decreased $1,022 per unit, or 30%, to $2,337 per unit, due primarily to the timing of acquisitions and changes in brand mix.
On a trailing quarter cost of sales basis, our reported Powersports Segment used vehicle inventory days’ supply was approximately 118 days as of December 31, 2023.
Going forward, we generally expect to maintain a used vehicle inventory days’ supply in our Powersports Segment in the 75- to 100-day range, depending on seasonality.
53
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Wholesale Vehicles - Powersports Segment
The following table provides a reconciliation of Powersports Segment reported basis and same store basis for wholesale vehicles:
Total wholesale vehicle revenue:
Same store
Acquisitions
Total as reported
Total wholesale vehicle gross profit (loss):
Same store
Acquisitions
Total as reported
Total wholesale vehicle unit sales:
Same store
Acquisitions
Total as reported
NM = Not Meaningful
Our Powersports Segment reported wholesale vehicle results were as follows:
Reported wholesale vehicle:
Revenue
Gross profit (loss)
Unit sales
Revenue per unit
Gross profit (loss) per unit
Gross profit (loss) as a % of revenue
NM = Not Meaningful
$
$
$
$
54
Year Ended December 31,
2023
2022
Change
(In millions, except unit data)
Better / (Worse)
% Change
$
$
$
$
0.7 $
1.9
2.6 $
(0.1) $
(0.1)
(0.2) $
17
199
216
0.2 $
0.1
0.3 $
(0.1) $
0.1
— $
35
—
35
0.5
1.8
2.3
—
(0.2)
(0.2)
(18)
199
181
250 %
NM
767 %
— %
NM
(100)%
(51)%
NM
517 %
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
2.6
(0.2)
216
11,810
(947)
(8.0)%
$
$
$
$
0.3
—
35
7,752
(60)
(0.8)%
$
$
$
$
2.3
(0.2)
181
4,058
(887)
(720) bps
767 %
(100)%
517 %
52 %
NM
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Powersports Segment same store wholesale vehicle results were as follows:
Same store wholesale vehicle:
Revenue
Gross profit (loss)
Gross profit (loss) per unit
Gross profit (loss) as a % of revenue
NM = Not Meaningful
Year Ended December 31,
Better / (Worse)
2023
2022
Change
(In millions, except per unit data)
% Change
$
$
$
0.7
(0.1)
(3,002)
(7.5)%
$
$
$
$
$
$
0.2
(0.1)
(68)
(0.9)%
0.5
—
(2,934)
(660) bps
250 %
— %
NM
Reported wholesale vehicle revenue increased approximately $2.3 million, driven primarily by a 517% increase in wholesale vehicle unit sales volume and a $4,058, or
52%, increase in wholesale vehicle revenue per unit. Reported wholesale vehicle gross profit decreased approximately $0.2 million driven by an $887 decrease in wholesale
vehicle gross loss per unit.
Same store wholesale vehicle revenue increased approximately $0.5 million. Same store wholesale vehicle gross profit remained flat.
Fixed Operations - Powersports Segment
The following table provides a reconciliation of Powersports Segment reported basis and same store basis for Fixed Operations:
Total Fixed Operations revenue:
Same store
Acquisitions
Total as reported
Total Fixed Operations gross profit:
Same store
Acquisitions
Total as reported
NM = Not Meaningful
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
9.6 $
35.7
45.3 $
4.3 $
17.0
21.3 $
(In millions)
11.0 $
0.7
11.7 $
5.5 $
0.3
5.8 $
(1.4)
35.0
33.6
(1.2)
16.7
15.5
(13) %
NM
287 %
(22) %
NM
267 %
$
$
$
$
55
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Powersports Segment reported Fixed Operations results were as follows:
Reported Fixed Operations:
Revenue
Customer pay
Warranty
Wholesale parts
Internal, sublet and other
Total revenue
Gross profit
Customer pay
Warranty
Wholesale parts
Internal, sublet and other
Total gross profit
Gross profit as a % of revenue
Customer pay
Warranty
Wholesale parts
Internal, sublet and other
Total gross profit as a % of revenue
NM = Not Meaningful
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions)
$
$
$
$
12.0
1.3
0.8
31.2
45.3
6.3
0.7
0.1
14.2
21.3
52.4 %
52.5 %
14.3 %
45.5 %
47.0 %
$
$
$
$
5.5
0.7
0.3
5.2
11.7
3.3
0.4
—
2.1
5.8
59.0 %
66.0 %
14.0 %
65.6 %
50.1 %
6.5
0.6
0.5
26.0
33.6
3.0
0.3
0.1
12.1
15.5
(660) bps
NM bps
30 bps
NM bps
(310) bps
118 %
86 %
167 %
500 %
287 %
91 %
75 %
100 %
576 %
267 %
$
$
$
$
56
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Powersports Segment same store Fixed Operations results were as follows:
Same store Fixed Operations:
Revenue
Customer pay
Warranty
Wholesale parts
Internal, sublet and other
Total revenue
Gross profit
Customer pay
Warranty
Wholesale parts
Internal, sublet and other
Total gross profit
Gross profit as a % of revenue
Customer pay
Warranty
Wholesale parts
Internal, sublet and other
Total gross profit as a % of revenue
NM = Not Meaningful
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions)
$
$
$
$
3.6
0.4
0.4
5.2
9.6
1.6
0.2
—
2.5
4.3
$
$
$
$
44.5 %
46.0 %
9.0 %
48.1 %
44.6 %
$
$
$
$
5.2
0.6
0.3
4.9
11.0
3.1
0.4
—
2.0
5.5
59.1 %
68.0 %
14.0 %
40.8 %
49.9 %
(1.6)
(0.2)
0.1
0.3
(1.4)
(1.5)
(0.2)
—
0.5
(1.2)
NM bps
NM bps
(500) bps
730 bps
(530) bps
(31) %
(33) %
33 %
6 %
(13) %
(48) %
(50) %
— %
25 %
(22) %
Reported Fixed Operations revenue increased approximately $33.6 million and reported Fixed Operations gross profit increased approximately $15.5 million. Customer
pay revenue increased approximately $6.5 million and customer pay gross profit increased approximately $3.0 million. Warranty revenue increased approximately $0.6 million
and warranty gross profit increased approximately $0.3 million. Wholesale parts revenue increased approximately $0.5 million and wholesale parts gross profit increased
approximately $0.1 million. Internal, sublet and other revenue increased approximately $26.0 million and internal, sublet and other gross profit increased approximately $12.1
million.
Same store Fixed Operations revenue decreased approximately $1.4 million and same store Fixed Operations gross profit decreased approximately $1.2 million. Same
store customer pay revenue decreased approximately $1.6 million and same store customer pay gross profit decreased approximately $1.5 million. Same store warranty revenue
decreased approximately $0.2 million and same store warranty gross profit decreased approximately $0.2 million. Same store wholesale parts revenue increased approximately
$0.1 million and same store wholesale parts gross profit remained flat. Same store internal, sublet and other revenue increased approximately $0.3 million and same store
internal, sublet and other gross profit increased approximately $0.5 million.
57
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
F&I - Powersports Segment
The following table provides a reconciliation of Powersports Segment reported basis and same store basis for F&I:
Total F&I revenue:
Same store
Acquisitions
Total as reported
Total F&I gross profit per retail unit (excludes fleet):
Same store
Reported
Total combined retail new and used vehicle unit sales:
Same store
Acquisitions
Total as reported
NM = Not Meaningful
Our Powersports Segment reported F&I results were as follows:
Reported F&I:
Revenue
Total combined retail new and used vehicle unit sales
Gross profit per retail unit (excludes fleet)
Our Powersports Segment same store F&I results were as follows:
Same Store F&I:
Revenue
Total combined retail new and used vehicle unit sales
Gross profit per retail unit (excludes fleet)
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
2.1 $
5.1
7.2 $
2.5 $
0.1
2.6 $
1,161 $
1,017 $
1,209 $
1,205 $
1,835
5,268
7,103
2,043
139
2,182
(0.4)
5.0
4.6
(48)
(188)
(208)
5,129
4,921
(16) %
NM
177 %
(4) %
(16) %
(10) %
NM
226 %
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
7.2 $
7,103
1,017 $
2.6 $
2,182
1,205 $
4.6
4,921
(188)
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
(In millions, except unit and per unit data)
2.1 $
1,835
1,161 $
2.5 $
2,043
1,209 $
(0.4)
(208)
(48)
177 %
226 %
(16) %
(16) %
(10) %
(4) %
$
$
$
$
$
$
$
$
58
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reported F&I revenue increased approximately $4.6 million, or 177%, primarily due to a 226% increase in retail new and used vehicle unit sales volume. Reported F&I
gross profit per retail unit decreased $188 per unit, or 16%, to $1,017 per unit, primarily due to a decrease in the combined new and used vehicle finance contract penetration rate.
Reported finance contract revenue increased 134%, primarily due to a 40% increase in retail new and used vehicle unit sales volume and a 67% increase in gross profit per
finance contract. Reported service contract revenue increased 129%, primarily due to a 123% increase in retail new and used vehicle service contract unit sales volume and a 3%
increase in gross profit per service contract. Reported other aftermarket contract revenue increased 351%, driven primarily by a 94% increase in retail new and used vehicle unit
sales volume and a 133% increase in gross profit per other aftermarket contract.
Same store F&I revenue decreased approximately $0.4 million, or 16%, primarily due to a 10% decrease in retail new and used vehicle unit sales volume. Same store F&I
gross profit per retail unit decreased $48 per unit, or 4%, to $1,161 per unit, primarily due to a decrease in gross profit per service contract. Same store finance contract revenue
decreased 44%, primarily due to lower retail new and used vehicle unit sales volume and a 170-basis point decrease in the combined new and used vehicle finance contract
penetration rate. Same store service contract revenue decreased 71%, primarily due to a 190-basis point decrease in the service contract penetration rate, a 65% decrease in gross
profit per service contract and a 15% decrease in retail new and used vehicle service contract unit sales volume. Same store other aftermarket contract revenue increased 176%,
driven primarily by a 356% increase in gross profit per other aftermarket contract, offset partially by lower retail new and used vehicle unit sales volume.
59
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Segment Results Summary
In the following table of financial data, total segment income (loss) of the reportable segments is reconciled to consolidated income (loss) before taxes and impairment
charges. See above for tables and discussion of results by reportable segment.
Segment Revenues:
Franchised Dealerships Segment Revenues:
Retail new vehicles
Fleet new vehicles
Total new vehicles
Used vehicles
Wholesale vehicles
Parts, service and collision repair
Finance, insurance and other, net
Franchised Dealerships Segment revenues
EchoPark Segment Revenues:
Retail new vehicles
Used vehicles
Wholesale vehicles
Finance, insurance and other, net
EchoPark Segment revenues
Powersports Segment Revenues:
Retail new vehicles
Used vehicles
Wholesale vehicles
Parts, service and collision repair
Finance, insurance and other, net
Powersports Segment revenues
Total consolidated revenues
Segment Income (Loss) (1):
Franchised Dealerships Segment (2)
EchoPark Segment (3)
Powersports Segment
Total consolidated income (loss)
Impairment charges (4)
Income (loss) before taxes
Segment Retail New and Used Vehicle Unit Sales Volume:
Franchised Dealerships Segment
EchoPark Segment
Powersports Segment
Total consolidated retail new and used vehicle unit sales volume
Year Ended December 31,
Better / (Worse)
2023
Change
2022
(In millions, except unit data)
% Change
$
$
$
$
$
$
$
$
$
$
$
6,215.0 $
92.2
6,307.2 $
3,050.3
204.5
1,714.2
498.6
11,774.8 $
1.0 $
2,143.8
111.7
177.9
2,434.4 $
88.6 $
19.5
2.6
45.3
7.2
163.2 $
5,581.6 $
99.4
5,681.0 $
3,391.5
314.0
1,588.0
510.1
11,484.6 $
9.2 $
2,116.8
170.6
166.4
2,463.0 $
31.8 $
7.1
0.3
11.7
2.6
53.5 $
14,372.4 $
14,001.1 $
448.0 $
(132.5)
5.7
321.2 $
(79.3)
241.9 $
207,467
73,687
7,103
288,257
641.6 $
(133.9)
2.7
510.4 $
(320.4)
190.0 $
207,936
64,259
2,182
274,377
633.4
(7.2)
626.2
(341.2)
(109.5)
126.2
(11.5)
290.2
(8.2)
27.0
(58.9)
11.5
(28.6)
56.8
12.4
2.3
33.6
4.6
109.7
371.3
(193.6)
1.4
3.0
(189.2)
241.1
51.9
(469)
9,428
4,921
13,880
11 %
(7) %
11 %
(10) %
(35) %
8 %
(2) %
3 %
(89) %
1 %
(35) %
7 %
(1) %
179 %
175 %
767 %
287 %
177 %
205 %
3 %
(30) %
1 %
111 %
(37) %
75 %
27 %
— %
15 %
226 %
5 %
(1) Segment income (loss) for each segment is defined as income (loss) before taxes and impairment charges.
(2) For 2023, amount includes approximately $20.9 million of pre-tax net gain on the disposal of franchised dealerships, partially offset by an approximately $1.9 million pre-
tax net loss related to property damage. For 2022, amount includes approximately $9.1 million of pre-tax gain on the disposal of property, plant, and equipment, partially
offset by an approximately $4.4 million pre-tax net loss for long-term compensation-related expenses.
60
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(3) For 2023, amount includes approximately $19.7 million of pre-tax net loss primarily related to the indefinite suspension of operations at certain EchoPark locations that
occurred in the second and third quarters of 2023.
(4) For 2023, amount includes approximately $1.0 million of pre-tax property and equipment impairment charges for the Franchised Dealerships Segment and approximately
$78.3 million of pre-tax impairment charges related to property and equipment, lease right-of-use assets, and other assets for the EchoPark Segment. For 2022, amount
includes approximately $115.5 million of pre-tax franchise asset and property and equipment impairment charges for the Franchised Dealerships Segment and
approximately $204.9 million of pre-tax goodwill and franchise asset impairment charges for the EchoPark Segment.
Selling, General and Administrative (“SG&A”) Expenses - Consolidated
Consolidated SG&A expenses are comprised of four major groups: compensation expense, advertising expense, rent expense and other expense. Compensation expense
primarily relates to store personnel who are paid a commission or a salary plus commission and support personnel who are generally paid a fixed salary. Commissions paid to
store personnel typically vary depending on gross profits realized and sales volume objectives. Due to the salary component for certain store and corporate personnel, gross
profits and compensation expense do not change in direct proportion to one another. Advertising expense and other expense vary based on the level of actual or anticipated
business activity and the number of dealerships in operation. Rent expense typically varies with the number of store locations owned, investments made for facility improvements
and interest rates. Other expense includes various fixed and variable expenses, including gain on disposal of franchises, certain customer-related costs such as gasoline and
service loaners, and insurance, training, legal and information technology expenses, which may not change in proportion to gross profit levels.
The following table sets forth information related to our consolidated reported SG&A expenses:
SG&A expenses:
Compensation
Advertising
Rent
Other
Total SG&A expenses
SG&A expenses as a % of gross profit:
Compensation
Advertising
Rent
Other
Total SG&A expenses as a % of gross profit
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
$
$
1,016.3
92.2
46.1
445.9
1,600.5
$
$
45.3 %
4.1 %
2.1 %
19.8 %
71.3 %
(In millions)
1,014.8
95.4
51.0
393.9
1,555.1
$
$
43.8 %
4.1 %
2.2 %
17.0 %
67.1 %
(1.5)
3.2
4.9
(52.0)
(45.4)
(150) bps
— bps
10 bps
(280) bps
(420) bps
— %
3 %
10 %
(13) %
(3) %
Overall SG&A expenses increased in both dollar amount and as a percentage of gross profit, primarily due to an increase in other SG&A expenses and a decrease in gross
profit. Compensation expense increased in both dollar amount and as a percentage of gross profit, primarily due to an increase in fixed compensation expense and the effects of
industry-wide wage inflation. Advertising expense decreased in dollar amount and was flat as a percentage of gross profit, due primarily to lower levels of advertising spent in
the EchoPark Segment as a result of the store closures during the year. Rent expense decreased in both dollar amount and as a percentage of gross profit, primarily due to the
purchase of several properties that were previously leased and the closure of stores in the EchoPark Segment. Other SG&A expenses increased in both dollar amount and as a
percentage of gross profit, primarily due to an increase in expenses related to information technology and building maintenance as well as an increase in real estate tax expenses.
61
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Other SG&A expenses for 2023 included approximately $20.7 million of net gain on the disposal of real estate, offset partially by approximately $4.0 million of net loss
from property damage and expenses associated with store closures in the EchoPark Segment. Compensation expenses for 2023 included approximately $3.1 million in severance
charges and approximately $2.0 million of long-term compensation expenses.
Impairment Charges - Consolidated
Impairment charges were approximately $79.3 million and $320.4 million in 2023 and 2022, respectively. Impairment charges for 2023 primarily related to fixed assets,
lease right-of-use assets, and other contractual obligations related to abandoned property as a result of our decisions to indefinitely suspend operations at certain EchoPark
locations and to close certain Northwest Motorsport stores during 2023.
Depreciation and Amortization - Consolidated
Depreciation expense increased approximately $14.8 million, or 11.6%, in 2023, due primarily to acquisitions and completed construction projects and purchases of fixed
assets for use in our franchised dealerships and EchoPark stores.
Interest Expense, Floor Plan - Consolidated
We typically maintain a floor plan deposit balance (as shown in the table below under the heading “Liquidity and Capital Resources”) that earns interest income based on
the agreed upon floor plan interest rate, effectively reducing the net used vehicle floor plan interest expense. The below discussion of interest expense, floor plan includes the
effect of interest income earned on the floor plan deposit balance, unless otherwise noted. Our interest expense, floor plan fluctuates with changes in our outstanding borrowing
and associated interest rates, which are variable based on SOFR or the U.S. prime rate, plus a rate spread.
Interest expense, floor plan for new vehicles increased approximately $34.0 million. The average interest rate applied to the new vehicle floor plan increased in the 12
months ended December 31, 2023, resulting in $28.5 million of the overall increase. The average new vehicle floor plan notes payable balance increased approximately $196.9
million, which resulted in $5.5 million of the overall increase.
Interest expense, floor plan for used vehicles decreased approximately $1.1 million, including the effect of interest income earned on the floor plan deposit balance, which
contributed to $15.2 million of this decrease. Excluding the effect of interest income earned on the floor plan deposit balance, interest expense, floor plan for used vehicles
increased approximately $14.1 million. Excluding the effect of interest income earned on the floor plan deposit balance, the average interest rate applied to the used vehicle floor
plan increased in the 12 months ended December 31, 2023, driving a $15.3 million increase. The average used vehicle floor plan notes payable balance decreased approximately
$30.5 million, which reduced used vehicle floor plan interest expense by approximately $1.2 million.
Interest Expense, Other, Net - Consolidated
Interest expense, other, net is summarized in the table below:
Stated/coupon interest
Deferred loan cost amortization
Interest rate hedge expense (benefit)
Capitalized interest
Interest on finance lease liabilities
Other interest
Total interest expense, other, net
Year Ended December 31,
Better / (Worse)
2023
2022
Change
% Change
$
$
91.0 $
6.5
1.0
(2.2)
18.4
(0.1)
114.6 $
(In millions)
72.3 $
5.2
0.7
(1.6)
13.1
0.2
89.9 $
(18.7)
(1.3)
(0.3)
0.6
(5.3)
0.3
(24.7)
(26) %
(25) %
(43) %
38 %
(40) %
150 %
(27) %
Interest expense, other, net increased approximately $24.7 million, or 27%, primarily due an increase in stated/coupon interest payments on variable-rate mortgages and
interest on finance lease liabilities.
62
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Provision for Income Taxes - Consolidated
The overall effective tax rate was 26.3% and 53.4% for 2023 and 2022, respectively. Income tax expense for 2023 includes the effect of a $5.3 million charge related to
changes in uncertain tax positions, a $3.4 million charge related to non-deductible executive compensation and a $0.7 million charge related to the increase of the valuation
allowance for state net operating loss carryforwards, partially offset by a $1.6 million benefit related to vested or exercised stock compensation awards. Our effective tax rate
varies from year to year based on the level of taxable income, the distribution of taxable income between states in which the Company operates and other tax adjustments.
Critical Accounting Estimates
The preparation of financial statements in conformity with GAAP requires Sonic’s management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the accompanying consolidated financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Goodwill and Other Intangible Assets
In accordance with Accounting Standards Codification (“ASC”) Topic 350, “Intangibles - Goodwill and Other,” we test goodwill for impairment at least annually (as of
April 30 of each year) or more frequently if indications of impairment exist. The ASC also states that if an entity determines, based on an assessment of certain qualitative
factors, that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then a quantitative goodwill impairment test is unnecessary.
For purposes of goodwill impairment testing, we have three reporting units, which consist of (1) our traditional franchised dealerships, (2) our EchoPark stores and (3) our
powersports stores (these reporting units also represent our reportable segments). The carrying value of our goodwill totaled approximately $253.8 million at December 31,
2023, approximately $229.8 million of which was related to our franchised dealerships reporting unit and approximately $24.0 million of which was related to our powersports
reporting unit. In evaluating goodwill for impairment, if the fair value of a reporting unit is less than its carrying value, the difference would represent the amount of the required
goodwill impairment. As a result of our April 30, 2023 annual test, we determined no impairment existed for any of our reporting units as of April 30, 2023. We tested our
reporting units for impairment using the discounted cash flow method that utilizes inputs, including, projected revenues, margin, terminal growth rates, discount rates and a
market capitalization reconciliation. See Note 1, “Description of Business and Summary of Significant Accounting Policies,” to the accompanying consolidated financial
statements for further discussion.
In accordance with ASC Topic 350, “Intangibles - Goodwill and Other,” we evaluate franchise assets for impairment annually (as of April 30 of each year) or more
frequently if indicators of impairment exist. We estimate the fair value of our franchise assets using a multi-period excess earnings method (“MPEEM”) model. The MPEEM
model used contains inherent uncertainties, including significant estimates and assumptions related to projected revenue, projected operating margins, a discount rate (and
estimates in the discount rate inputs) and residual growth rates. We are subject to financial risk to the extent that our franchise assets become impaired due to deterioration of the
underlying businesses. The risk of a franchise asset impairment charge may increase to the extent the underlying businesses’ actual earnings or projected earnings experience a
significant decline, or the required discount rate increases (reducing the fair value of expected future cash flows). As a result of our impairment testing as of April 30, 2023, each
of our franchise assets’ fair value exceeded its carrying value and no franchise asset impairment charges were recorded in the accompanying consolidated statements of
operations. The carrying value of our franchise assets totaled approximately $417.4 million at December 31, 2023, and is included in other intangible assets, net in the
accompanying consolidated balance sheet as of such date. See Note 1, “Description of Business and Summary of Significant Accounting Policies,” to the accompanying
consolidated financial statements for further discussion. More recently acquired franchise assets are at a greater risk of impairment than older franchise assets which have
significant clearance between fair value and recorded balances. Many factors affect the valuation of franchise assets such as the discount rate and projected revenue amounts.
Unfavorable changes in these factors increases the risk of future impairments.
63
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Finance, Insurance and Service Contracts
We arrange financing for our guests through various financial institutions and receive a commission from the financial institution either in a flat fee amount or in an
amount equal to the difference between the interest rates charged to our guests and the predetermined interest rates set by the financial institution. We also receive commissions
from the sale of various insurance contracts and non-recourse third-party extended service contracts. Under these contracts, the applicable manufacturer or third-party warranty
company is directly liable for all warranties provided within the contract. Retrospective finance and insurance revenues (“F&I retro revenues”) are recognized when the product
contract has been executed with the end customer and the transaction is estimated each reporting period based on the expected value method using historical and projected data.
F&I retro revenues can vary based on a variety of factors, including numbers of contracts and history of cancellations and claims. Accordingly, we utilize this historical and
projected data to constrain the consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue will not occur when the uncertainty
associated with the variable consideration is subsequently resolved. Receivables, net in the accompanying consolidated balance sheets as of December 31, 2023 and 2022 include
approximately $31.8 million and $38.7 million, respectively, related to contract assets from F&I retro revenue recognition. Changes in contract assets from December 31, 2022
to December 31, 2023 were primarily due to ordinary business activity, including the receipt of cash for amounts earned and recognized in prior periods. Historically, our actual
F&I retro revenue amounts earned have not been materially different from our recorded estimates.
In the event a customer terminates a financing, insurance or extended service contract prior to the scheduled maturity date, we may be required to return a portion of the
commission revenue originally recorded as income by Sonic to the third-party provider (known as a “chargeback”). The commission revenue for the sale of these products and
services is recorded net of estimated future chargebacks in the period in which the product or service was sold. Our estimate of future chargebacks is established based on our
historical chargeback rates, termination provisions of the applicable contracts and data provided by the third-party underwriter of the contracts. While expected chargeback rates
vary depending on the type of contract sold, a 100-basis point change in the estimated chargeback rates used in determining our estimates of future chargebacks would have
changed our estimated reserve for chargebacks at December 31, 2023 by approximately $3.3 million. Our estimate of chargebacks was approximately $57.5 million as of
December 31, 2023, compared to approximately $54.1 million as of December 31, 2022, with the increase primarily driven by higher F&I revenues and higher projected
cancellation rates. Our chargeback reserve estimate is influenced by the level of F&I revenues and the timing and number of early contract termination events, such as vehicle
repossessions, loan refinancing, and early pay-offs. If these events become more or less common, or if there is a shift in the timing of these cancellations, the resulting impact
could affect our estimated reserve for chargebacks and could have a material adverse impact on our operating results, financial position and cash flows. Historically, our actual
chargeback experience has not been materially different from our recorded estimates.
Income Taxes
As a matter of course, we are regularly audited by various taxing authorities and, from time to time, these audits result in proposed assessments where the ultimate
resolution may result in us owing additional taxes. Management believes that our tax positions comply, in all material respects, with applicable tax law and that we have
adequately provided for any reasonably foreseeable outcome related to these matters. From time to time, we engage in transactions in which the tax consequences may be subject
to uncertainty. Examples of such transactions include business acquisitions and disposals, including consideration paid or received in connection with such transactions.
Significant judgment is required in assessing and estimating the tax consequences of these transactions. We determine whether it is more likely than not that a tax position will be
sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position
has met the more-likely-than-not recognition threshold, we presume that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant
information. A tax position that does not meet the more-likely-than-not recognition threshold is measured to determine the amount of benefit to be recognized in the consolidated
financial statements. The tax position is measured at the largest amount of benefit that is likely to be realized upon ultimate settlement. We adjust our estimates periodically
because of ongoing examinations by and settlements with the various taxing authorities, as well as changes in tax laws, regulations and precedent.
At December 31, 2023, there were approximately $10.9 million in reserves that we had provided for these matters (including estimates related to possible interest and
penalties) with approximately $6.3 million included in other accrued liabilities and approximately $4.6 million recorded in other long-term liabilities in the accompanying
consolidated balance sheet as of such date. The effects on our consolidated financial statements of income tax uncertainties are discussed in Note 7, “Income Taxes,” to the
accompanying consolidated financial statements.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We periodically review all deferred tax asset positions (including state net operating loss carryforwards) to determine whether it is more likely than not that the deferred
tax assets will be realized. Certain factors considered in evaluating the potential for realization of deferred tax assets include the time remaining until expiration (related to state
net operating loss carryforwards) and various sources of taxable income that may be available under the tax law to realize a tax benefit related to a deferred tax asset. This
evaluation requires management to make certain assumptions about future profitability, the execution of tax strategies that may be available to us and the likelihood that these
assumptions or execution of tax strategies would occur. This evaluation is highly judgmental. The results of future operations, regulatory framework of the taxing authorities and
other related matters cannot be predicted with certainty. Therefore, actual realization of these deferred tax assets may be materially different from management’s estimate.
As of December 31, 2023 and 2022, we had recorded a valuation allowance amount of approximately $6.3 million and $5.6 million, respectively, related to certain state
net operating loss carryforward deferred tax assets as we determined that we would not be able to generate sufficient state taxable income in the related entities to realize the
accumulated net operating loss carryforward balances.
We make certain estimates, judgments and assumptions in the calculation of our provision for income taxes, in the resulting tax liabilities and in the recoverability of
deferred tax assets. These estimates, judgments and assumptions are updated quarterly by our management based on available information and take into consideration estimated
income taxes based on prior year income tax returns, changes in income tax law, our income tax strategies and other factors. If our management receives information which
causes us to change our estimate of the year-end liability, the amount of expense or expense reduction required to be recorded in any particular quarter could be material to our
operating results, financial position and cash flows.
Recent Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (ASC Topic
848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 provides optional guidance for a limited period of time to ease potential
accounting impact associated with transitioning away from reference rates that are expected to be discontinued, such as the London InterBank Offered Rate (“LIBOR”). The
amendments in this ASU apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued. The
amendments in ASU 2020-04 were effective through December 31, 2022.
In January 2021, the FASB issued ASU 2021-01, which clarifies that certain optional expedients and exceptions in ASC Topic 848 for contract modifications and hedge
accounting apply to derivatives that are affected by the discounting transition. Certain of our existing contracts have been modified, amended or renegotiated to accommodate a
transition to a new reference rate. We do not have any remaining LIBOR-based contractual agreements. See the discussion under the heading “Long-Term Debt and Credit
Facilities” below for discussion of amendments to our debt agreements related to the conversion from LIBOR to a new reference rate.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (ASC Topic 820): Improvements to Reportable Segment Disclosures.” The amendments require
the disclosure of significant segment expenses as well as expanded interim disclosures, along with other changes to segment disclosure requirements. The standard will be
effective for fiscal years beginning after December 15, 2023, and interim periods beginning on or after January 1, 2025. We are currently evaluating the impact that the adoption
of the provisions of the ASU will have on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (ASC Topic 740): Improvements to Income Tax Disclosures.” The amendments require the disclosure
of a reconciliation between income tax expense from continuing operations and the amount computed by multiplying income from continuing operations before income taxes by
the applicable statutory rate as well as an annual disaggregation of the income tax rate reconciliation between certain specified categories by both percentage and reported
amounts, along with other changes to income tax disclosure requirements. The standard will be effective for fiscal years beginning after December 15, 2024, and interim periods
for fiscal years beginning after December 15, 2025. We are currently evaluating the impact that the adoption of the provisions of the ASU will have on our consolidated financial
statements.
65
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
We require cash to fund debt service, lease obligations, working capital requirements, facility improvements and other capital improvements, and dividends on our
common stock and to finance acquisitions and otherwise invest in our business. We rely on cash flows from operations, borrowings under our revolving credit and floor plan
borrowing arrangements, real estate mortgage financing, asset sales and offerings of debt and equity securities to meet these requirements. We were in compliance with all
restrictive covenants under our debt agreements as of December 31, 2023 and expect to be in compliance for at least the next 12 months. We closely monitor our available
liquidity and projected future operating results in order to remain in compliance with the restrictive covenants under the 2021 Credit Facilities, the 2019 Mortgage Facility, the
indentures governing the 4.625% Notes and the 4.875% Notes, and our other debt obligations and lease arrangements. However, our liquidity could be negatively affected if we
fail to comply with the financial covenants in our existing debt or lease arrangements. After giving effect to the applicable restrictions on the payment of dividends under our debt
agreements, as of December 31, 2023, we had approximately $270.4 million of net income and retained earnings free of such restrictions. Cash flows provided by our dealerships
are derived from various sources. The primary sources include individual consumers, automobile manufacturers, automobile manufacturers’ captive finance subsidiaries and
other financial institutions. Disruptions in these cash flows could have a material adverse impact on our operations and overall liquidity.
Because the majority of our consolidated assets are held by our dealership subsidiaries, the majority of our cash flows from operations are generated by these subsidiaries.
As a result, our cash flows and our ability to service our obligations depend to a substantial degree on the results of operations of these subsidiaries, their contractual obligations
and capital requirements, and their ability to provide us with cash.
We had the following liquidity resources available as of December 31, 2023 and 2022:
Cash and cash equivalents
Floor plan deposit balance
Availability under the 2021 Revolving Credit Facility
Availability under the 2019 Mortgage Facility
Total available liquidity resources
December 31, 2023
December 31, 2022
(In millions)
28.9 $
345.0
298.6
173.0
845.5 $
229.2
272.0
292.9
—
794.1
$
$
We maintain a floor plan deposit balance (as shown in the table above) that offsets interest based on the agreed upon floor plan interest rate, effectively reducing the net
used vehicle floor plan interest expense with the lender. This deposit balance is not designated as a prepayment of notes payable - floor plan, nor is it our intent to use this
amount to offset principal amounts owed under notes payable - floor plan in the future, although we have the right and ability to do so. The deposit balances of approximately
$345.0 million as of December 31, 2023 and approximately $272.0 million as of December 31, 2022 are classified as other current assets in the accompanying consolidated
balance sheets as of December 31, 2023 and 2022.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Long-Term Debt and Credit Facilities
2021 Credit Facilities
On April 14, 2021, we entered into an amended and restated syndicated revolving credit facility (the “2021 Revolving Credit Facility”) and amended and restated
syndicated new and used vehicle floor plan credit facilities (the “2021 Floor Plan Facilities” and, together with the 2021 Revolving Credit Facility, the “2021 Credit Facilities”).
The amendment and restatement of the 2021 Credit Facilities extended the scheduled maturity dates to April 14, 2025. On October 8, 2021, we entered into an amendment to the
2021 Credit Facilities (the “Credit Facility Amendment”) to, among other things: (1) increase the aggregate commitments under the 2021 Revolving Credit Facility to $350.0
million (which may be increased at the Company’s option up to $400.0 million upon satisfaction of certain conditions), and the 2021 Floor Plan Facilities to $2.6 billion (which,
under certain conditions, may be increased at the Company’s option up to $2.9 billion that may be allocated between the new vehicle revolving floor plan facility and the used
vehicle revolving floor plan facility that comprise the 2021 Floor Plan Facilities as the Company requests, with no more than 40% of the aggregate commitments allocated to the
used vehicle revolving floor plan facility); and (2) permit the issuance of the 4.625% Notes and the 4.875% Notes. On October 7, 2022, we entered into an amendment to the
2021 Credit Facilities (the “Second Credit Facility Amendment”) to, among other things: (1) replace the 2021 Credit Facilities’ LIBOR-based Eurodollar reference interest rate
option with a reference interest rate option based upon one-month Term SOFR (as defined in the 2021 Credit Facilities); (2) amend the provisions relating to the basis for
inclusion of real property owned by the Company or certain of its subsidiaries in the borrowing base for the 2021 Revolving Credit Facility; (3) amend the minimum amount for
commitments under the 2021 Revolving Credit Facility and the proportion that such commitments under the 2021 Revolving Credit Facility may comprise of the total
commitments made by the lenders; and (4) adjust aspects of the offset account used for voluntary reductions to loans under the 2021 Floor Plan Facilities.
As amended, availability under the 2021 Revolving Credit Facility is calculated as the lesser of $350.0 million or a borrowing base calculated based on certain eligible
assets, less the aggregate amount of any outstanding letters of credit and borrowings under the 2021 Revolving Credit Facility (the “2021 Revolving Borrowing Base”). As of
December 31, 2023, the 2021 Revolving Borrowing Base was $310.7 million based on balances as of such date. As of December 31, 2023, we had no outstanding borrowings
and $12.1 million in outstanding letters of credit under the 2021 Revolving Credit Facility, resulting in $298.6 million remaining borrowing availability under the 2021
Revolving Credit Facility.
Our obligations under the 2021 Credit Facilities are guaranteed by the Company and certain of our subsidiaries and are secured by a pledge of substantially all of our and
our subsidiaries’ assets. As of the dates presented in the accompanying consolidated financial statements, the amounts outstanding under the 2021 Credit Facilities bear interest at
variable rates based on specified percentages above one-month Term SOFR. We have agreed under the 2021 Credit Facilities not to pledge any assets to any third parties (other
than those explicitly allowed to be pledged by the amended terms of the 2021 Credit Facilities), including other lenders, subject to certain stated exceptions, including floor plan
financing arrangements. In addition, the 2021 Credit Facilities contain certain negative covenants, including covenants which could restrict or prohibit indebtedness, liens, the
payment of dividends and other restricted payments, capital expenditures and material dispositions and acquisitions of assets, as well as other customary covenants and default
provisions. Specifically, the 2021 Credit Facilities permit quarterly cash dividends on our Class A and Class B Common Stock up to $0.12 per share so long as no Event of
Default (as defined in the 2021 Credit Facilities) has occurred and is continuing and provided that we remain in compliance with all financial covenants under the 2021 Credit
Facilities. In addition, dividends greater than $0.12 per share are permitted subject to the limitations on restricted payments set forth in the 2021 Credit Facilities.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
4.625% Notes
On October 27, 2021, we issued $650.0 million in aggregate principal amount of 4.625% Notes, which will mature on November 15, 2029. Sonic used the net proceeds
from the issuance of the 4.625% Notes, along with the net proceeds of the 4.875% Notes, to fund the acquisition of RFJ Auto Partners, Inc. and its subsidiaries (the “RFJ
Acquisition”) and to repay existing debt.
The 4.625% Notes were issued under an Indenture, dated as of October 27, 2021 (the “2029 Indenture”), by and among the Company, certain subsidiary guarantors
named therein (collectively, the “Guarantors”) and U.S. Bank National Association, as trustee (the “trustee”). The 4.625% Notes are unconditionally guaranteed, jointly and
severally, on a senior unsecured basis initially by all of the Company’s domestic operating subsidiaries. The parent company has no independent assets or operations. The non-
domestic operating subsidiary that is not a guarantor is considered minor. Under certain circumstances set forth in the 2029 Indenture, the guarantees of the certain subsidiaries
of the Company comprising the EchoPark Business (as defined in the 2029 Indenture) may be released. The 2029 Indenture also provides substantial flexibility for the Company
to enter into fundamental transactions involving the EchoPark Business. The 2029 Indenture provides that interest on the 4.625% Notes will be payable semi-annually in arrears
on May 15 and November 15 of each year beginning May 15, 2022. The 2029 Indenture also contains other restrictive covenants and default provisions common for an issue of
senior notes of this nature.
The 4.625% Notes will be redeemable at the Company’s option, in whole or in part, at any time on or after November 15, 2024 at the redemption prices (expressed as
percentages of the principal amount thereof) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, if redeemed during the
12-month period beginning on November 15 of the years set forth below:
Year
2024
2025
2026
Redemption Price
102.313
101.156
100.000
%
%
%
Before November 15, 2024, the Company may redeem all or a part of the 4.625% Notes, subject to payment of a make-whole premium. In addition, the Company may
redeem on or before November 15, 2024 up to an aggregate of 35% of the aggregate principal of the 4.625% Notes at a price equal to 104.625% of the aggregate principal
amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, with the net cash proceeds from certain equity offerings.
4.875% Notes
On October 27, 2021, we issued $500.0 million in aggregate principal amount of 4.875% Notes, which will mature on November 15, 2031. Sonic used the net proceeds
from the issuance of the 4.875% Notes, along with the net proceeds of the 4.625% Notes, to fund the RFJ Acquisition and to repay existing debt.
The 4.875% Notes were issued under an Indenture, dated as of October 27, 2021 (the “2031 Indenture”), by and among the Company, the Guarantors and the trustee.
The 4.875% Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis initially by all of the Company’s domestic operating subsidiaries. The parent
company has no independent assets or operations. The non-domestic operating subsidiary that is not a guarantor is considered minor. Under certain circumstances set forth in the
2031 Indenture, the guarantees of the certain subsidiaries of the Company comprising the EchoPark Business (as defined in the 2031 Indenture) may be released. The 2031
Indenture also provides substantial flexibility for the Company to enter into fundamental transactions involving the EchoPark Business. The 2031 Indenture provides that interest
on the 4.875% Notes will be payable semi-annually in arrears on May 15 and November 15 of each year beginning May 15, 2022. The 2031 Indenture also contains other
restrictive covenants and default provisions common for an issue of senior notes of this nature.
The 4.875% Notes will be redeemable at the Company’s option, in whole or in part, at any time on or after November 15, 2026 at the redemption prices (expressed as
percentages of the principal amount thereof) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, if redeemed during the
12-month period beginning on November 15 of the years set forth below:
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Year
2026
2027
2028
2029
Redemption Price
102.438
101.625
100.813
100.000
%
%
%
%
Before November 15, 2026, the Company may redeem all or a part of the 4.875% Notes, subject to payment of a make-whole premium. In addition, the Company may
redeem on or before November 15, 2026 up to an aggregate of 35% of the aggregate principal of the 4.875% Notes at a price equal to 104.875% of the aggregate principal
amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, with the net cash proceeds from certain equity offerings.
2019 Mortgage Facility
On November 22, 2019, we entered into a delayed draw-term loan credit agreement, which was scheduled to mature on November 22, 2024 (the “2019 Mortgage
Facility”). On October 11, 2021, we entered into an amendment to the 2019 Mortgage Facility (the “Mortgage Facility Amendment”) to permit the consummation of the RFJ
Acquisition and the issuance of the 4.625% Notes and the 4.875% Notes. On November 17, 2022, we entered into an amendment to the 2019 Mortgage Facility (the “Second
Mortgage Facility Amendment”) to, among other things, extend the scheduled maturity date to November 17, 2027.
On November 17, 2022, in connection with the closing of the Second Mortgage Facility Amendment, the Company incurred a term loan under the 2019 Mortgage
Facility with a principal amount of $320.0 million, with a portion of the proceeds used to repay the entire $77.6 million principal amount of the prior term loan. In addition, the
lenders under the 2019 Mortgage Facility committed to providing, upon the terms set forth in the Second Mortgage Facility Amendment and upon the pledging of sufficient
collateral by the Company, delayed draw-term loans in an aggregate principal amount up to $85.0 million (the “Delayed Draw Credit Facility”) and revolving loans in an
aggregate principal amount not to exceed $95.0 million outstanding. On November 18, 2022, the Company incurred a term loan under the Delayed Draw Credit Facility with a
principal amount of $7.0 million. The aggregate commitments of the lenders under the 2019 Mortgage Facility equal a total of $500.0 million, upon satisfaction of the conditions
set forth in the 2019 Mortgage Facility, including the appraisal and pledging of collateral of a specified value. The Second Mortgage Facility Amendment also amended the 2019
Mortgage Facility to, among other things: (1) replace the 2019 Mortgage Facility’s LIBOR-based Eurodollar reference interest rate option with a reference interest rate option
based upon one-month Term SOFR (as defined in the 2019 Mortgage Facility); and (2) make changes to the pricing grid for loans incurred under the 2019 Mortgage Facility,
which is based on an incremental interest margin calculated based on the Company’s Consolidated Total Lease Adjusted Leverage Ratio (as defined in the 2019 Mortgage
Facility).
Under the 2019 Mortgage Facility, Sonic had an initial maximum borrowing limit of $500.0 million, which varies based on the appraised value of the collateral
underlying the 2019 Mortgage Facility. Based on balances as of December 31, 2023, we had $311.0 million of outstanding borrowings under the 2019 Mortgage Facility and
additional lender commitments of $173.0 million subject to the appraisal and pledging of additional collateral.
Amounts outstanding under the 2019 Mortgage Facility bear interest at: (1) a specified rate above one-month Term SOFR, ranging from 1.25% to 2.25% per annum
according to a performance-based pricing grid determined by the Company’s Consolidated Total Lease Adjusted Leverage Ratio as of the last day of the immediately preceding
fiscal quarter (the “Performance Grid”); or (2) a specified rate above the Base Rate (as defined in the 2019 Mortgage Facility), ranging from 0.25% to 1.25% per annum
according to the Performance Grid. Interest on the 2019 Mortgage Facility is paid monthly in arrears calculated using the Base Rate plus the Applicable Rate (as defined in the
2019 Mortgage Facility) according to the Performance Grid. Repayment of principal is scheduled to be $4.0 million per quarter from March 31, 2023 through December 31,
2024 and $6.0 million per quarter from March 31, 2025 through September 30, 2027 with the remaining balance due on the November 17, 2027 maturity date. Prior to the
November 17, 2027 maturity date, the Company reserves the right to prepay the principal amount outstanding at any time without premium or penalty provided the prepayment
amount exceeds $0.5 million. In addition, dividends greater than $0.12 per share are permitted subject to the limitations on restricted payments set forth in the 2021 Credit
Facilities.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The 2019 Mortgage Facility contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants, including
covenants which could restrict or prohibit indebtedness, liens, the payment of dividends and other restricted payments, capital expenditures and material dispositions and
acquisitions of assets, as well as other customary covenants and default provisions. Specifically, the 2019 Mortgage Facility permits quarterly cash dividends on our Class A and
Class B Common Stock up to $0.12 per share so long as no Event of Default (as defined in the 2019 Mortgage Facility) has occurred and is continuing and provided that we
remain in compliance with all financial covenants under the 2019 Mortgage Facility.
Mortgage Notes to Finance Companies
As of December 31, 2023, the weighted-average interest rate of our other outstanding mortgage notes (excluding the 2019 Mortgage Facility) was 5.25% (an increase
from 5.14% as of December 31, 2022) and the total outstanding mortgage principal balance of these notes (excluding the 2019 Mortgage Facility) was approximately $238.7
million. These mortgage notes require monthly payments of principal and interest through their respective maturities, are secured by the underlying properties and contain certain
cross-default provisions. Maturity dates for these mortgage notes range from 2024 to 2033.
Floor Plan Facilities
We finance all of our new and certain of our used vehicle inventory through standardized floor plan facilities with: (1) certain manufacturer captive finance companies
(classified as notes payable - floor plan - trade in the accompanying consolidated balance sheets) and (2) a syndicate of manufacturer-affiliated captive finance companies and
commercial banks (classified as notes payable - floor plan - non-trade in the accompanying consolidated balance sheets). These floor plan facilities are due on demand and
currently bear interest at variable rates based on either one-month Term SOFR or prime plus an additional spread, as applicable. The weighted-average interest rate for our new
and used vehicle floor plan facilities was 6.52% and 3.31% for 2023 and 2022, respectively.
We receive floor plan assistance in the form of direct payments or credits from certain manufacturers. Floor plan assistance received is capitalized in inventory and
recorded as a reduction of cost of sales when the associated inventory is sold. We received approximately $59.2 million and $52.2 million in manufacturer assistance in 2023 and
2022, respectively, and recognized in cost of sales approximately $58.7 million and $51.5 million in manufacturer assistance in 2023 and 2022, respectively. Interest payments
under each of our floor plan facilities are due monthly and we are generally not required to make principal repayments prior to the sale of the associated vehicles. The total notes
payable - floor plan balance of approximately $1.7 billion as of December 31, 2023 is classified as current liabilities in the accompanying consolidated balance sheet as of such
date.
Covenants and Default Provisions
Non-compliance with covenants, including a failure to make any payment when due, under the 2021 Credit Facilities, the 2019 Mortgage Facility, our floor plan
agreements with various manufacturer-affiliated captive finance companies, operating lease agreements, mortgage notes to finance companies and the 2029 Indenture and the
2031 Indenture (collectively, the “Significant Debt Agreements”) could result in a default and an acceleration of our repayment obligation under the 2021 Credit Facilities. A
default under the 2021 Credit Facilities or the 2019 Mortgage Facility would constitute a default under the floor plan facilities we have in place with affiliates of Ford Motor
Company (collectively, the “Ford Floor Plan Facilities”) and could entitle these lenders to accelerate our repayment obligations under one or more of the floor plan facilities.
Certain defaults under the 2021 Credit Facilities, the 2019 Mortgage Facility and one or more of the Ford Floor Plan Facilities or certain other debt obligations would not result
in a default under the 2029 Indenture or the 2031 Indenture, unless our repayment obligations under the 2021 Credit Facilities, the 2019 Mortgage Facility, one or more of the
Ford Floor Plan Facilities or such other debt obligations were accelerated. An acceleration of our repayment obligation under any of the Significant Debt Agreements could result
in an acceleration of our repayment obligations under our other Significant Debt Agreements. The failure to repay principal amounts of the Significant Debt Agreements when
due would create cross-default situations related to other indebtedness. The 2021 Credit Facilities and the 2019 Mortgage Facility include the following financial covenants:
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Required ratio
December 31, 2023 actual
Minimum
Consolidated
Liquidity
Ratio
Covenant
Minimum
Consolidated
Fixed Charge
Coverage
Ratio
Maximum
Consolidated
Total Lease
Adjusted Leverage
Ratio
1.05
1.25
1.20
1.93
5.75
2.97
In addition, many of our facility leases are governed by a guarantee agreement between the landlord and us that contains financial and operating covenants. The financial
covenants under the guarantee agreement are identical to those under the 2021 Credit Facilities and the 2019 Mortgage Facility with the exception of one additional financial
covenant related to the ratio of EBTDAR to Rent (as defined in the guarantee agreement) with a required ratio of no less than 1.50 to 1.00. As of December 31, 2023, the ratio
was 11.23 to 1.00.
We were in compliance with all of the restrictive and financial covenants in all of our floor plan agreements, long-term debt facilities and lease agreements as of
December 31, 2023. After giving effect to the applicable restrictions on the payment of dividends and certain other transactions under our debt agreements, as of December 31,
2023, we had approximately $270.4 million of net income and retained earnings free of such restrictions. See Note 6, “Long-Term Debt,” to the accompanying consolidated
financial statements for further discussion of the 2021 Credit Facilities.
Acquisitions and Dispositions
During 2023, we acquired one business in our Powersports Segment (consisting of five locations) for approximately $75.1 million, including inventory acquired and
subsequently funded by floor plan notes payable. We disposed of one luxury franchised dealership, one mid-line franchised dealership, one domestic franchised dealership and
indefinitely suspended operations at eight EchoPark locations and 14 related delivery/buy centers in 2023. See Note 2, “Business Acquisitions and Dispositions,” to the
accompanying consolidated financial statements for further discussion.
Capital Expenditures
Our capital expenditures include the purchase of land and buildings, the construction of new franchised dealerships, EchoPark and powersports stores and collision repair
centers, building improvements and equipment purchased for use in our franchised dealerships and EchoPark and powersports stores. We selectively construct or improve new
franchised dealership facilities to maintain compliance with manufacturers’ image requirements. We typically finance these projects through cash flows from operations, new
mortgages or our credit facilities.
Capital expenditures for 2023 were approximately $203.6 million, including approximately $181.4 million related to our Franchised Dealerships Segment, approximately
$15.3 million related to our EchoPark Segment and approximately $6.9 million related to our Powersports Segment. Of the total capital expenditures, approximately $101.0
million was related to facility construction projects, approximately $21.6 million was related to acquisitions of real estate (land and buildings), and approximately $81.0 million
was for other fixed assets utilized in our operations. All of the $203.6 million in gross capital expenditures in 2023 was funded through cash from operations. As of December
31, 2023, commitments for facility construction projects totaled approximately $27.9 million.
Share Repurchase Program
Our Board of Directors has authorized us to repurchase shares of our Class A Common Stock. Historically, we have used our share repurchase authorization to offset
dilution caused by the exercise of stock options or the vesting of equity compensation awards and to maintain our desired capital structure. During 2023, we repurchased
approximately 3.3 million shares of our Class A Common Stock for approximately $177.6 million in open-market transactions at prevailing market prices and in connection with
tax withholding on the vesting of equity compensation awards. As of December 31, 2023, our total remaining repurchase authorization was approximately $286.7 million. Under
the 2021 Credit Facilities, share repurchases are permitted to the extent that no event of default exists and we do not exceed the restrictions set forth in our debt agreements. After
giving effect to the applicable restrictions on share repurchases and certain other transactions under our debt agreements, as of December 31, 2023, we had approximately $270.4
million of net income and retained earnings free of such restrictions.
71
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our share repurchase activity is subject to the business judgment of our Board of Directors and management, taking into consideration our historical and projected results
of operations, financial condition, cash flows, capital requirements and covenant compliance, the current economic environment and other factors considered by our Board of
Directors and management to be relevant. These factors are considered each quarter and will be scrutinized as our Board of Directors and management determine our share
repurchase policy in the future.
Dividends
Our Board of Directors approved four quarterly cash dividends on all outstanding shares of Class A and Class B Common Stock totaling $1.16 per share during 2023.
Subsequent to December 31, 2023, our Board of Directors approved a cash dividend on all outstanding shares of Class A and Class B Common Stock of $0.30 per share for
stockholders of record on March 15, 2024 to be paid on April 15, 2024. The 2021 Credit Facilities permit quarterly cash dividends on our Class A and Class B Common Stock up
to $0.12 per share so long as no Event of Default has occurred and is continuing and provided that we remain in compliance with all financial covenants under the 2021 Credit
Facilities. In addition, dividends greater than $0.12 per share are permitted subject to the limitations on restricted payments set forth in the 2021 Credit Facilities. The 2029
Indenture and the 2031 Indenture also contain restrictions on our ability to pay dividends. After giving effect to the applicable restrictions on share repurchases and certain other
transactions under our debt agreements, as of December 31, 2023, we had approximately $270.4 million of net income and retained earnings free of such restrictions. The
declaration and payment of any future dividend is subject to the business judgment of our Board of Directors, taking into consideration our historical and projected results of
operations, financial condition, cash flows, capital requirements and covenant compliance, share repurchases, the current economic environment and other factors considered by
our Board of Directors to be relevant. These factors are considered each quarter and will be scrutinized as our Board of Directors determines our dividend policy in the future.
There is no guarantee that additional dividends will be declared and paid at any time in the future. See Note 6, “Long-Term Debt,” to the accompanying consolidated financial
statements for a description of restrictions on the payment of dividends.
Cash Flows
Cash Flows from Operating Activities - Net cash used in operating activities was approximately $15.7 million for 2023. The cash used in operations for 2023 consisted
primarily of an increase in inventories, and an increase in receivables, offset partially by net income (less non-cash items), an increase in notes payable - floor plan - trade and an
increase in trade accounts payable. Net cash provided by operating activities was approximately $406.1 million for 2022. The cash provided by operations for 2022 consisted
primarily of net income (less non-cash items), a decrease in inventories, and an increase in notes payable - floor plan - trade, offset partially by an increase in receivables and an
increase in the floor plan deposit balance.
We arrange our inventory floor plan financing through both manufacturer captive finance companies and a syndicate of manufacturer-affiliated captive finance companies
and commercial banks. Our floor plan financed with manufacturer captives is recorded in the consolidated balance sheets as notes payable - floor plan - trade (with the change in
balance being reflected in operating cash flows). Our dealerships that obtain floor plan financing from a syndicate of manufacturer-affiliated captive finance companies and
commercial banks record their obligation in the consolidated balance sheets as notes payable - floor plan - non-trade (with the change in balance being reflected in financing cash
flows).
Due to the presentation differences for changes in trade floor plan financing and non-trade floor plan financing in the consolidated statements of cash flows, decisions
made by us to move dealership floor plan financing arrangements from one finance source to another may cause significant variations in operating and financing cash flows
without affecting our overall liquidity, working capital or cash flows. Upon entering into the 2021 Floor Plan Facilities in April 2021, the majority of our outstanding floor plan
liabilities were reclassified from trade floor plan liabilities to non-trade floor plan liabilities, resulting in a significant reclassification of related floor plan liability cash flows
from operating activities to financing activities.
Net cash provided by combined trade and non-trade floor plan financing was approximately $372.1 million for 2023. Net cash used in combined trade and non-trade floor
plan financing was approximately $40.8 million for 2022. Accordingly, if all changes in floor plan notes payable were classified as an operating activity (to align changes in floor
plan liability balances with the associated changes in inventory balances for cash flow classification), the result would have been net cash provided by operating activities of
approximately $319.2 million and $340.2 million for 2023 and 2022, respectively.
72
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cash Flows from Investing Activities - Net cash used in investing activities was approximately $218.7 million and $0.3 billion for 2023 and 2022, respectively. The use of
cash during 2023 was comprised primarily of the purchase of a powersports business (including real property), net of cash acquired, and purchases of land, property and
equipment, offset partially by the proceeds from the sale of four franchised dealerships. The use of cash during 2022 was comprised primarily of purchases of businesses, net of
cash acquired, and purchases of land, property and equipment, offset partially by the proceeds from the sale of property and equipment. See Note 2, “Business Acquisitions and
Dispositions,” to the accompanying consolidated financial statements for additional discussion.
The significant components of capital expenditures relate primarily to dealership renovations, the purchase of certain existing dealership facilities which had previously
been financed under long-term operating leases, and the purchase and development of new real estate parcels for the relocation of existing dealerships and the construction of
EchoPark stores. During 2022, we generated net proceeds from mortgage financing (excluding the effects of any refinancing with zero net proceeds) in the amount of
approximately $327.0 million to purchase certain existing dealership facilities and to fund certain capital expenditures.
Cash Flows from Financing Activities - Net cash provided by financing activities was approximately $34.1 million for 2023. Net cash used in financing activities was
approximately $0.2 billion for 2022. For 2023, cash provided by financing activities was comprised primarily of net borrowings on notes payable - floor plan - non-trade, offset
partially by the repurchases of treasury stock and scheduled principal payments of long-term debt. For 2022, cash used in financing activities was comprised primarily of the
repurchases of treasury stock, scheduled principal payments and repayments of long-term debt, the reduction of finance lease liabilities and net repayments on notes payable -
floor plan - non-trade, offset partially by proceeds from the issuance of long-term debt.
One metric that management uses to measure operating performance is Adjusted EBITDA (a non-GAAP financial measure) for each of our reportable segments and on a
consolidated basis. We believe adjusted EBITDA enables our operating performance to be compared across reporting periods on a consistent basis by excluding non-floor plan
financing costs, non-cash items such as depreciation and amortization, stock-based compensation expense, and impairment charges, and other items that may affect the
comparability of reporting periods, including, but not limited to, gains or losses from acquisitions or dispositions, facility exit costs, severance and long-term compensation
charges, and storm damage charges. This non-GAAP financial measure is reconciled to net income (loss) (the nearest comparable GAAP financial measure) in the table below:
Net income (loss)
Income tax (benefit) expense
Income (loss) before taxes
Non-floor plan interest (1)
Depreciation & amortization (2)
Stock-based compensation expense
Loss (gain) on exit of leased dealerships
Impairment charges
Severance and long-term compensation charges
Acquisition and disposition-related (gain) loss
Hail and storm damage charges
Used vehicle inventory valuation adjustment
Adjusted EBITDA (3)
Year Ended December 31, 2023
Year Ended December 31, 2022
Franchised
Dealerships
Segment
EchoPark
Segment
Powersports
Segment
Total
Franchised
Dealerships
Segment
(In millions)
EchoPark
Segment
Powersports
Segment
Total
$
$
447.0 $
103.2
118.8
23.3
—
1.0
—
(20.7)
1.9
—
674.5 $
(210.8) $
3.2
26.6
—
4.3
78.3
5.1
0.3
—
10.0
(83.0) $
$
5.7 $
1.7
3.4
—
—
—
—
—
—
—
10.8 $
178.2
63.7
241.9 $
108.1
148.8
23.3
4.3
79.3
5.1
(20.4)
1.9
10.0
602.3 $
526.1 $
80.0
107.0
16.0
—
115.5
4.4
(9.7)
—
—
839.3 $
(338.8) $
3.7
24.8
—
—
204.9
—
—
—
—
(105.4) $
$
2.7 $
1.0
0.9
—
—
—
—
—
—
—
4.6 $
88.5
101.5
190.0
84.7
132.7
16.0
—
320.4
4.4
(9.7)
—
—
738.5
(1) Includes interest expense, other, net in the accompanying consolidated statements of operations, net of any amortization of debt issuance costs or net debt discount/premium
included in (2) below.
(2) Includes the following line items from the accompanying consolidated statements of cash flows: depreciation and amortization of property and equipment; debt issuance
cost amortization; and debt discount amortization, net of premium amortization.
(3) Adjusted EBITDA is a non-GAAP financial measure.
73
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Future Liquidity Outlook
Our future contractual obligations are as follows, based on the earlier of stated contractual obligation or possible expected payment date:
Notes payable - floor plan
Long-term debt (1)
Letters of credit
Estimated interest payments on floor plan facilities (2)
Estimated interest payments on long-term debt
Operating leases (net of sublease proceeds)
Construction contracts
Other purchase obligations (3)
Liability for uncertain tax positions (4)
Total
2024
Thereafter
(In millions)
$
$
1,672.7 $
60.1
12.1
14.5
86.7
50.9
27.9
1.8
0.5
1,927.2 $
—
1,639.5
—
—
418.1
341.2
—
0.8
10.4
2,410.0
(1) Long-term debt amounts consist only of principal obligations, excluding debt issuance costs.
(2) Floor plan facility balances are correlated with the amount of vehicle inventory and are generally due at the time that a vehicle is sold. Estimated interest payments were
calculated using the December 31, 2023 floor plan facility balance, the weighted-average interest rate for the three months ended December 31, 2023 of 5.21% and the
assumption that floor plan balances at December 31, 2023 would be relieved within 60 days in connection with the sale of the associated vehicle inventory.
(3) Other purchase obligations include contracts for real estate purchases, office supplies, utilities, acquisition-related obligations and various other items or other services.
(4) Amount represents recorded liability, including interest and penalties, related to “Accounting for Uncertain Income Tax Positions” in the ASC. See Note 1, “Description of
Business and Summary of Significant Accounting Policies,” and Note 7, “Income Taxes,” to the accompanying consolidated financial statements.
We believe our best sources of liquidity for operations and debt service remain cash flows generated from operations combined with the availability of borrowings under
our floor plan facilities (or any replacements thereof), the 2021 Credit Facilities (or any replacements thereof), the 2019 Mortgage Facility (or any replacements thereof) and real
estate mortgage financing, selected dealership and other asset sales and our ability to raise funds in the capital markets through offerings of debt or equity securities. Because the
majority of our consolidated assets are held by our dealership subsidiaries, the majority of our cash flows from operations are generated by these subsidiaries. As a result, our
cash flows and our ability to service our obligations depend to a substantial degree on the results of operations of these subsidiaries, their contractual obligations and capital
requirements, and their ability to provide us with cash.
Seasonality
Our operations are subject to seasonal variations. Due in part to our franchised dealerships brand mix, the first quarter historically has contributed less operating profit
than the second and third quarters, while the fourth quarter historically has contributed the highest operating profit of any quarter. Due to the abnormal effects of the COVID-19
pandemic on the automotive supply chain and a subsequent recovery of inventory levels, in addition to the effects of other macroeconomic conditions, this historical seasonality
did not play out in 2023 and may not hold true in 2024. Weather conditions and the timing of manufacturer incentive programs and model changeovers cause seasonality and
may adversely affect vehicle demand and, consequently, our profitability. Comparatively, parts and service demand has historically remained stable throughout the year.
74
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Guarantees and Indemnification Obligations
In connection with the operation and disposition of our dealerships, we have entered into various guarantees and indemnification obligations. When we sell dealerships,
we attempt to assign any related lease to the buyer of the dealership to eliminate any future liability. However, if we are unable to assign the related leases to the buyer, we will
attempt to sublease the leased properties to the buyer at a rate equal to the terms of the original leases. In the event we are unable to sublease the properties to the buyer with terms
at least equal to our leases, we may be required to record lease exit accruals. As of December 31, 2023, our future gross minimum lease payments related to properties subleased
to buyers of sold dealerships totaled approximately $7.2 million. Future sublease payments expected to be received related to these lease payments were approximately $7.1
million at December 31, 2023.
In accordance with the terms of agreements entered into for the sale of our dealerships, we generally agree to indemnify the buyer from certain liabilities and costs arising
subsequent to the date of sale, including environmental exposure and exposure resulting from the breach of representations or warranties made in accordance with the
agreements. While our exposure with respect to environmental remediation is difficult to quantify, our maximum exposure associated with these general indemnifications was
approximately $8.0 million as of December 31, 2023 and there was not any material exposure with respect to these indemnifications as of December 31, 2022. These
indemnifications typically expire within a period of one to three years following the date of sale.
We also guarantee the floor plan commitments of our 50%-owned joint venture, and the amount of such guarantee was approximately $4.3 million at December 31, 2023.
We expect the aggregate amount of the obligations we guarantee to fluctuate based on dealership disposition activity. Although we seek to mitigate our exposure in connection
with these matters, these guarantees and indemnification obligations, including environmental exposures and the financial performance of lease assignees and sublessees, cannot
be predicted with certainty. An unfavorable resolution of one or more of these matters could have a material adverse effect on our liquidity and capital resources. See Note 12,
“Commitments and Contingencies,” to the accompanying consolidated financial statements for further discussion regarding these guarantees and indemnification obligations.
Legal Proceedings
We are involved, and expect to continue to be involved, in various legal and administrative proceedings arising out of the conduct of our business, including regulatory
investigations and private civil actions brought by plaintiffs purporting to represent a potential class or for which a class has been certified. Although we vigorously defend
ourselves in all legal and administrative proceedings, the outcomes of pending and future proceedings arising out of the conduct of our business, including litigation with
customers, employment-related lawsuits, contractual disputes, class actions, purported class actions and actions brought by governmental authorities, cannot be predicted with
certainty. An unfavorable resolution of one or more of these matters could have a material adverse effect on our business, financial condition, results of operations, cash flows or
prospects.
There were no significant liabilities related to legal matters as of December 31, 2023 and December 31, 2022.
75
SONIC AUTOMOTIVE, INC.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk
Our variable rate floor plan facilities, the 2021 Revolving Credit Facility, the 2019 Mortgage Facility and our other variable rate notes expose us to risks caused by
fluctuations in the applicable interest rates. The total outstanding balance of such variable instruments, after considering the effect of outstanding cash flow hedge instruments,
was approximately $1.7 billion at December 31, 2023 and $1.4 billion at December 31, 2022. Based on that amount along with the notional value of interest rate caps in place on
that date, a 100 basis point decrease in the underlying interest rates would have reduced interest expense by approximately $16.1 million while a 100 basis point increase would
have resulted in approximately $13.6 million of additional interest expense for the 12 months ended December 31, 2023. Of those changes, approximately $12.2 million of the
decrease and approximately $9.7 million of the increase would have resulted from the floor plan, net of offset. The difference between the increases and decreases results from
the mitigating effect of the interest rate caps.
As of both December 31, 2023 and 2022, we had interest rate cap agreements designated as hedging instruments to limit our exposure to increases in one-month Term
SOFR (as of December 31, 2023) or LIBOR (as of December 31, 2022) above certain levels. Under the terms of the interest rate cap agreements, interest rates reset monthly. The
fair value of the outstanding interest rate cap position was a net asset of approximately $1.0 million at December 31, 2023 and $0.5 million at December 31, 2022, included in
other assets in the accompanying consolidated balance sheet as of such date. Under the terms of these agreements, we will receive and pay interest based on the following:
Notional Amount
(In millions)
Cap Rate (1)
Receive Rate (1) (2)
Start Date
Maturing Date
$
$
$
250.0
125.0
500.0
5.000%
5.000%
5.000%
one-month SOFR
one-month SOFR
one-month SOFR
February 26, 2023
October 26, 2023
February 26, 2024
February 25, 2024
October 26, 2024
February 26, 2025
(1) Under these interest rate caps, no payment from the counterparty will occur unless the stated receive rate exceeds the stated cap rate, in which case a net payment to us from
the counterparty, based on the spread between the receive rate and the cap rate, will be recognized as a reduction of interest expense, other, net in the accompanying
consolidated statements of operations.
(2) One-month SOFR was approximately 5.344% at December 31, 2023.
The interest rate caps have been designated and qualify as cash flow hedges and, as a result, changes in the fair value of these instruments are recorded in total other
comprehensive income (loss) before taxes in the accompanying consolidated statements of comprehensive operations.
76
SONIC AUTOMOTIVE, INC.
Absent the acceleration of payments of principal that may result from non-compliance with financial and operational covenants under our various indebtedness, future
principal maturities of variable and fixed rate debt and related interest rate caps are as follows:
Long-term debt:
Fixed rate maturities
Fixed rate outstanding (1)
Average rate on fixed
outstanding debt (1)
Variable rate maturities
Variable rate outstanding (1)
Average rate on variable
outstanding debt (1)
Cash flow hedge instruments:
Interest rate cap notional
maturities
Interest rate cap notional
outstanding (1)
Average interest income rate on
interest rate cap notional
outstanding (1)
$
$
$
$
$
$
2024
2025
2026
34.1
1,313.0
4.67
%
26.0
386.6
6.97
%
375.0
375.0
$
$
$
$
$
$
72.8
1,278.9
4.67
%
40.4
360.6
6.97
%
500.0
500.0
$
$
$
$
$
$
26.0
1,206.1
4.71 %
27.1
320.2
6.96 %
—
—
$
$
$
$
$
$
2027
(In millions)
5.7
1,180.1
4.73 %
286.6
293.1
6.96 %
—
—
$
$
$
$
$
$
2028
Thereafter
Total
Asset
(Liability)
Fair Value
15.7
1,174.5
4.73 %
6.8
6.5
7.09 %
—
—
$
$
$
$
$
$
$
1,313.0
$
1,195.6
1,158.7
1,158.7
4.73 %
— $
—
N/A
—
—
386.9
$
386.9
$
1.0
—
%
—
%
— %
— %
— %
N/A
(1) Based on amounts outstanding at January 1 of each respective period.
77
SONIC AUTOMOTIVE, INC.
Item 8. Financial Statements and Supplementary Data.
Our consolidated financial statements and the related notes thereto begin on page F-4 herein.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and our Chief
Financial Officer (“CFO”), we evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of December 31, 2023. Based upon that evaluation, our CEO and our CFO concluded that our disclosure controls and procedures were effective as of
December 31, 2023.
Our CEO and our CFO have each concluded that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material
respects, the financial position, results of operations and cash flows of the Company and its subsidiaries in conformity with GAAP.
Management’s Report on Internal Control Over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our CEO and
our CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the framework in Internal Control -
Integrated Framework published in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the
Company’s internal control over financial reporting was effective as of December 31, 2023. The attestation report of our independent registered public accounting firm on the
Company’s internal control over financial reporting is set forth in ‘‘Item 8. Financial Statements and Supplementary Data’’ in this Annual Report on Form 10-K.
Because of its inherent limitations, internal control over financial reporting can provide only reasonable assurance that the objectives of the control system are met and
may not prevent or detect misstatements. In addition, any evaluation of the effectiveness of internal control over financial reporting in future periods is subject to risk that those
internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting during the fourth quarter ended December
31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Insider Trading Arrangements
During the quarter ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated a “Rule
10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
78
SONIC AUTOMOTIVE, INC.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item with respect to our executive officers appears in Part I of this Annual Report on Form 10-K under the heading “Information About
Our Executive Officers” and is incorporated herein by reference. The other information required by this item is furnished by incorporation by reference to the information under
the headings “Election of Directors,” “Corporate Governance and Board of Directors” and “Additional Corporate Governance and Other Information - Code of Business Conduct
and Ethics, Corporate Governance Guidelines, Categorical Standards and Committee Charters” in the definitive proxy statement (to be filed hereafter) for our 2024 Annual
Meeting of Stockholders (the “Proxy Statement”).
Item 11. Executive Compensation.
The information required by this item is furnished by incorporation by reference to the information under the headings “Executive Compensation” and “Director
Compensation” in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item is furnished by incorporation by reference to the information under the headings “Security Ownership of Certain Beneficial Owners
and Management” and “Equity Compensation Plan Information” in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is furnished by incorporation by reference to the information under the headings “Corporate Governance and Board of Directors -
Director Independence,” “Corporate Governance and Board of Directors - Policies and Procedures for Review, Approval or Ratification of Transactions with Affiliates” and
“Corporate Governance and Board of Directors - Transactions with Affiliates” in the Proxy Statement.
Item 14. Principal Accountant Fees and Services.
Our independent registered public accounting firm is Grant Thornton LLP, Charlotte, North Carolina, Auditor Firm ID: 248.
The information required by this item is furnished by incorporation by reference to the information under the heading “Ratification of the Appointment of Independent
Registered Public Accounting Firm” in the Proxy Statement.
79
SONIC AUTOMOTIVE, INC.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
The exhibits and other documents filed as part of this Annual Report on Form 10-K, including those exhibits that are incorporated by reference herein, are:
1. Financial Statements: Consolidated balance sheets as of December 31, 2023 and 2022; consolidated statements of operations for the years ended December 31, 2023, 2022
and 2021; consolidated statements of comprehensive operations for the years ended December 31, 2023, 2022 and 2021; consolidated statements of stockholders’ equity for
the years ended December 31, 2023, 2022 and 2021; and consolidated statements of cash flows for the years ended December 31, 2023, 2022 and 2021.
2. Financial Statement Schedules: No financial statement schedules are required to be filed (no respective financial statement captions) as part of this Annual Report on Form
10-K.
3. Exhibits: Exhibits required in connection with this Annual Report on Form 10-K are listed below. Certain of such exhibits are hereby incorporated by reference to other
documents on file with the SEC with which they are physically filed, to be a part hereof as of their respective dates.
Exhibit No.
2.1***
3.1
3.2
3.3
3.4
3.5
3.6
3.7
4.1*
4.2
4.3
4.4
4.5
4.6
Description
Agreement and Plan of Merger, dated as of September 17, 2021, by and among Sonic Automotive, Inc., RFJMS, Inc., RFJ Auto Partners, Inc. and The
Resolute Fund III, L.P., as the equityholder representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed September
22, 2021 (File No. 001-13395)).
Amended and Restated Certificate of Incorporation of Sonic Automotive, Inc., dated August 7, 1997 (incorporated by reference to Exhibit 3.1 to the
Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-13395)).
Certificate of Designation, Preferences and Rights of Class A Convertible Preferred Stock, dated March 20, 1998 (incorporated by reference to Exhibit
3.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-13395)).
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Sonic Automotive, Inc., dated June 16, 1999 (incorporated by
reference to Exhibit 3.3 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-13395)).
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Sonic Automotive, Inc., dated April 18, 2017 (incorporated by
reference to Exhibit 3.4 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-13395)).
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Sonic Automotive, Inc., dated May 3, 2021 (incorporated by
reference to Exhibit 4.4 to the Registration Statement on Form S-8 filed June 8, 2021 (File No. 333-256891)).
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Sonic Automotive, Inc., dated May 16, 2023 (incorporated by
reference to Exhibit 3.6 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No. 001-13395)).
Amended and Restated Bylaws of Sonic Automotive, Inc., dated February 10, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on
Form 8-K filed February 12, 2021 (File No. 001-13395)).
Description of Securities of Sonic Automotive, Inc.
Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed October 17,
1997 (File No. 333-33295)).
Indenture, dated as of October 27, 2021, by and among Sonic Automotive, Inc., the guarantors named therein and U.S. Bank National Association, as
trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed October 27, 2021 (File No. 001-13395)).
Form of 4.625% Senior Note due 2029 (included in Exhibit 4.3) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed
October 27, 2021 (File No. 001-13395)).
Indenture, dated as of October 27, 2021, by and among Sonic Automotive, Inc., the guarantors named therein and U.S. Bank National Association, as
trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed October 27, 2021 (File No. 001-13395)).
Form of 4.875% Senior Note due 2031 (included in Exhibit 4.5) (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed
October 27, 2021 (File No. 001-13395)).
80
SONIC AUTOMOTIVE, INC.
Exhibit No.
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
Description
Fifth Amended, Restated and Consolidated Credit Agreement, dated as of April 14, 2021, among Sonic Automotive, Inc.; the subsidiaries of Sonic
Automotive, Inc. named therein; each lender a party thereto; and Bank of America, N.A., as administrative agent, revolving swing line lender, new
vehicle swing line lender, used vehicle swing line lender and an l/c issuer (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-
K filed April 20, 2021 (File No. 001-13395)).
Amendment No. 1 to Fifth Amended, Restated and Consolidated Credit Agreement, dated as of October 8, 2021, among Sonic Automotive, Inc.; the
subsidiaries of Sonic Automotive, Inc. named therein; each lender a party thereto; and Bank of America, N.A., as administrative agent, revolving
swing line lender, new vehicle swing line lender, used vehicle swing line lender and an l/c issuer (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed October 13, 2021 (File No. 001-13395)).
Amendment No. 2 to Fifth Amended, Restated and Consolidated Credit Agreement, dated as of October 7, 2022, among Sonic Automotive, Inc.; the
subsidiaries of Sonic Automotive, Inc. named therein; each lender a party thereto; and Bank of America, N.A., as administrative agent, revolving
swing line lender, new vehicle swing line lender, used vehicle swing line lender and an l/c issuer (incorporated by reference to Exhibit 99.1 to the
Current Report on Form 8-K filed October 13, 2022 (File No. 001-13395)).
Form of Promissory Note, dated April 14, 2021, executed by Sonic Automotive, Inc., as borrower, in favor of each of the lenders to the Fifth
Amended, Restated and Consolidated Credit Agreement. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed April 20,
2021 (File No. 001-13395)).
Fourth Amended and Restated Company Guaranty Agreement, dated as of April 14, 2021, by Sonic Automotive, Inc. to Bank of America, N.A., as
administrative agent for each of the lenders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed April 20, 2021 (File No.
001-13395)).
Fifth Amended, Restated and Consolidated Subsidiary Guaranty Agreement, dated as of April 14, 2021, by the subsidiaries of Sonic Automotive, Inc.
named therein, as guarantors, to Bank of America, N.A., as administrative agent for each of the lenders (incorporated by reference to Exhibit 10.4 to
the Current Report on Form 8-K filed April 20, 2021 (File No. 001-13395)).
Fifth Amended and Restated Securities Pledge Agreement, dated as of April 14, 2021, among Sonic Automotive, Inc., the subsidiaries of Sonic
Automotive, Inc. named therein and Bank of America, N.A., as administrative agent for each of the lenders (incorporated by reference to Exhibit 10.5
to the Current Report on Form 8-K filed April 20, 2021 (File No. 001-13395)).
Fifth Amended and Restated Escrow and Security Agreement, dated as of April 14, 2021, among Sonic Automotive, Inc., the subsidiaries of Sonic
Automotive, Inc. named therein and Bank of America, N.A., as administrative agent for each of the lenders (incorporated by reference to Exhibit 10.6
to the Current Report on Form 8-K filed April 20, 2021 (File No. 001-13395)).
Fifth Amended and Restated Security Agreement, dated as of April 14, 2021, among Sonic Automotive, Inc., the subsidiaries of Sonic Automotive,
Inc. named therein and Bank of America, N.A., as administrative agent for each of the lenders (incorporated by reference to Exhibit 10.7 to the Current
Report on Form 8-K filed April 20, 2021 (File No. 001-13395)).
Credit Agreement, dated as of November 22, 2019, among Sonic Automotive, Inc.; each lender a party thereto; and PNC Bank, National Association,
as administrative agent. (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K for the year ended December 31, 2019 (File
No. 001-13395)).
First Amendment to Credit Agreement, dated as of March 26, 2020, among Sonic Automotive, Inc.; each lender a party thereto; and PNC Bank,
National Association, as administrative agent (incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K for the year ended
December 31, 2021 (File No. 001-13395)).
Second Amendment to Credit Agreement, dated as of June 17, 2021, among Sonic Automotive, Inc.; each lender a party thereto; and PNC Bank,
National Association, as administrative agent (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K for the year ended
December 31, 2021 (File No. 001-13395)).
Third Amendment to Credit Agreement, dated as of October 11, 2021, among Sonic Automotive, Inc.; each lender a party thereto; and PNC Bank,
National Association, as administrative agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed October 13, 2021
(File No. 001-13395)).
Fourth Amendment to Credit Agreement and Lender Joinder, dated as of November 17, 2022, among Sonic Automotive, Inc.; the subsidiaries of Sonic
Automotive, Inc. named therein; each financial institution party thereto; and PNC Bank, National Association, as administrative agent and a lender
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 23, 2022 (File No. 001-13395)).
Subsidiary Guaranty Agreement, dated as of November 22, 2019, by the subsidiaries of Sonic Automotive, Inc. named therein, as guarantors, to PNC
Bank, National Association, as administrative agent for the lenders (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K for
the year ended December 31, 2019 (File No. 001-13395)).
81
SONIC AUTOMOTIVE, INC.
Exhibit No.
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
Description
Amended and Restated Subsidiary Guaranty Agreement, dated as of November 17, 2022, by the subsidiaries of Sonic Automotive, Inc. named therein,
as guarantors, to PNC Bank, National Association, as administrative agent for each of the lenders (incorporated by reference to Exhibit 10.2 to the
Current Report on Form 8-K filed November 23, 2022 (File No. 001-13395)).
Form of Promissory Note, dated November 22, 2019, executed by Sonic Automotive, Inc., as borrower, in favor of each of the lenders to the Credit
Agreement (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-
13395)).
Standard Form of Lease executed with Capital Automotive L.P. or its affiliates (incorporated by reference to Exhibit 10.38 to the Annual Report on
Form 10-K for the year ended December 31, 2008 (File No. 001-13395)).
Standard Form of Lease Guaranty executed with Capital Automotive L.P. or its affiliates (incorporated by reference to Exhibit 10.39 to the Annual
Report on Form 10-K for the year ended December 31, 2008 (File No. 001-13395)).
Amendment to Guaranty and Subordination Agreements, dated as of January 1, 2005, by and between Sonic Automotive, Inc., as guarantor, and
Capital Automotive L.P. and its affiliates named therein, as landlord (incorporated by reference to Exhibit 10.40 to the Annual Report on Form 10-K
for the year ended December 31, 2008 (File No. 001-13395)).
Second Amendment to Guaranty and Subordination Agreements, dated as of March 12, 2009, by and between Sonic Automotive, Inc., as guarantor,
and Capital Automotive L.P. and its affiliates named therein, as landlord (incorporated by reference to Exhibit 10.41 to the Annual Report on Form
10-K for the year ended December 31, 2008 (File No. 001-13395)).
Side Letter to Second Amendment to Guaranty and Subordination Agreements, dated as of March 12, 2009, by and between Sonic Automotive, Inc., as
guarantor, and Capital Automotive L.P. and its affiliates named therein, as landlord (incorporated by reference to Exhibit 10.42 to the Annual Report
on Form 10-K for the year ended December 31, 2008 (File No. 001-13395)).
Sonic Automotive, Inc. Employee Stock Purchase Plan, amended and restated as of May 8, 2002 (incorporated by reference to Exhibit 10.15 to the
Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 001-13395)). (1)
Sonic Automotive, Inc. Nonqualified Employee Stock Purchase Plan, amended and restated as of October 23, 2002 (incorporated by reference to
Exhibit 10.16 to the Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 001-13395)). (1)
Sonic Automotive, Inc. Supplemental Executive Retirement Plan, effective January 1, 2010 (incorporated by reference to Exhibit 10.46 to the Annual
Report on Form 10-K for the year ended December 31, 2010 (File No. 001-13395)). (1)
First Amendment to Sonic Automotive, Inc. Supplemental Executive Retirement Plan, effective January 1, 2010 (incorporated by reference to Exhibit
10.47 to the Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-13395)). (1)
Second Amendment to Sonic Automotive, Inc. Supplemental Executive Retirement Plan, effective January 1, 2010 (incorporated by reference to
Exhibit 10.59 to the Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 001-13395)). (1)
Third Amendment to Sonic Automotive, Inc. Supplemental Executive Retirement Plan, effective February 12, 2015 (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed February 13, 2015 (File No. 001-13395)). (1)
Fourth Amendment to Sonic Automotive, Inc. Supplemental Executive Retirement Plan, effective April 1, 2018 (incorporated by reference to Exhibit
10.25 to the Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-13395)). (1)
Sonic Automotive, Inc. 2012 Stock Incentive Plan, amended and restated as of February 10, 2021 (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed May 3, 2021 (File No. 001-13395)). (1)
Sonic Automotive, Inc. 2012 Stock Incentive Plan Form of Incentive Stock Option Award Agreement (incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (File No. 001-13395)). (1)
Sonic Automotive, Inc. 2012 Stock Incentive Plan Form of Nonstatutory Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 to
the Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (File No. 001-13395)). (1)
Sonic Automotive, Inc. 2012 Stock Incentive Plan Form of Performance-Based Restricted Stock Award Agreement (incorporated by reference to
Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (File No. 001-13395)). (1)
82
SONIC AUTOMOTIVE, INC.
Exhibit No.
10.34
10.35
10.36
10.37
10.38
10.39
10.40
10.41
10.42
10.43
10.44
10.45
21.1*
23.1*
23.2*
31.1*
31.2*
32.1**
32.2**
97.1*
101.INS*
101.SCH*
101.CAL*
101.DEF*
101.LAB*
Description
Sonic Automotive, Inc. 2012 Stock Incentive Plan Form of Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to
Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (File No. 001-13395)). (1)
Sonic Automotive, Inc. 2012 Stock Incentive Plan Performance-Based Restricted Stock Unit Award Agreement for Retention Grant, dated May 6,
2015, between Sonic Automotive, Inc. and Jeff Dyke (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed May 8, 2015
(File No. 001-13395)). (1)
Sonic Automotive, Inc. 2012 Stock Incentive Plan Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.5 to the
Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (File No. 001-13395)). (1)
Sonic Automotive, Inc. 2012 Stock Incentive Plan Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.6 to the
Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (File No. 001-13395)). (1)
Sonic Automotive, Inc. 2012 Stock Incentive Plan Restricted Stock Unit Award Agreement for Retention Grant, dated February 9, 2022, between
Sonic Automotive, Inc. and Heath R. Byrd (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended
March 31, 2022 (File No. 001-13395)). (1)
Sonic Automotive, Inc. 2012 Stock Incentive Plan Form of Stock Appreciation Rights Award Agreement (incorporated by reference to Exhibit 10.7 to
the Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (File No. 001-13395)). (1)
Sonic Automotive, Inc. 2012 Formula Restricted Stock and Deferral Plan for Non-Employee Directors, amended and restated effective as of May 15,
2023 (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed April 3, 2023 (File No. 001-13395)). (1)
Sonic Automotive, Inc. 2012 Formula Restricted Stock and Deferral Plan for Non-Employee Directors Form of Restricted Stock Award Agreement
(incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-13395)). (1)
Sonic Automotive, Inc. 2012 Formula Restricted Stock and Deferral Plan for Non-Employee Directors Form of Deferred Restricted Stock Unit Award
Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-
13395)). (1)
Sonic Automotive, Inc. Director Compensation Policy, effective April 29, 2020 (incorporated by reference to Exhibit 10.11 to the Quarterly Report on
Form 10-Q for the quarter ended June 30, 2020 (File No. 001-13395)). (1)
Employment Agreement of Heath R. Byrd, dated October 18, 2007, as amended December 19, 2008 (incorporated by reference to Exhibit 10.54 to the
Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 001-13395)). (1)
Form of Change in Control Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed May 8, 2015 (File No. 001-
13395)). (1)
Subsidiaries of Sonic Automotive, Inc.
Consent of Grant Thornton LLP.
Consent of KPMG LLP.
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Sonic Automotive, Inc. Executive Incentive Compensation Recoupment Policy. (1)
Inline XBRL Instance Document.
Inline XBRL Taxonomy Extension Schema Document.
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
Inline XBRL Taxonomy Extension Definition Linkbase Document.
Inline XBRL Taxonomy Extension Label Linkbase Document.
83
SONIC AUTOMOTIVE, INC.
Exhibit No.
101.PRE*
104*
Description
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
_________________
Filed herewith.
*
Furnished herewith.
**
Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Sonic agrees to furnish supplementally copies of any of the
***
omitted schedules (or similar attachments) to the SEC or the SEC staff upon request.
(1) Indicates a management contract or compensatory plan or arrangement.
84
Item 16. Form 10-K Summary.
None.
SONIC AUTOMOTIVE, INC.
85
SONIC AUTOMOTIVE, INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
February 22, 2024
SONIC AUTOMOTIVE, INC.
By:
/s/ HEATH R. BYRD
Heath R. Byrd
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Signature
Title
Date
/s/ DAVID BRUTON SMITH
David Bruton Smith
Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ JEFF DYKE
Jeff Dyke
/s/ HEATH R. BYRD
Heath R. Byrd
/s/ WILLIAM I. BELK
William I. Belk
/s/ WILLIAM R. BROOKS
William R. Brooks
/s/ MICHAEL HODGE
Michael Hodge
/s/ KERI A. KAISER
Keri A. Kaiser
/s/ B. SCOTT SMITH
B. Scott Smith
/s/ MARCUS G. SMITH
Marcus G. Smith
/s/ R. EUGENE TAYLOR
R. Eugene Taylor
President and Director
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
86
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
February 22, 2024
Board of Directors and Stockholders
Sonic Automotive, Inc.
Opinion on the Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
We have audited the accompanying consolidated balance sheet of Sonic Automotive, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023,
the related consolidated statements of operations, comprehensive operations, stockholders’ equity, and cash flows for the year ended December 31, 2023, and the related notes
(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2023 and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the
United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over
financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”), and our report dated February 22, 2024 expressed an unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.
Critical audit matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee
and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We
determined that there are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2023.
Charlotte, North Carolina
February 22, 2024
87
Board of Directors and Stockholders
Sonic Automotive, Inc.
Opinion on internal control over financial reporting
Report of Independent Registered Public Accounting Firm
We have audited the internal control over financial reporting of Sonic Automotive, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023,
based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria
established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of
the Company as of and for the year ended December 31, 2023, and our report dated February 22, 2024 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ GRANT THORNTON LLP
Charlotte, North Carolina
February 22, 2024
88
To the Stockholders and Board of Directors
Sonic Automotive, Inc.:
Opinion on the Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
We have audited the accompanying consolidated balance sheet of Sonic Automotive, Inc. and subsidiaries (the Company) as of December 31, 2022, the related consolidated
statements of operations, comprehensive operations, stockholders’ equity, and cash flows for each of the years in the two‑year period ended December 31, 2022, and the related
notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2022, and the results of its operations and its cash flows for each of the years in the two‑year period ended December 31, 2022, in conformity with
U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a
reasonable basis for our opinion.
/s/ KPMG LLP
We served as the Company’s auditor from 2014 to 2023.
Charlotte, North Carolina
February 17, 2023
F-1
SONIC AUTOMOTIVE, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
December 31, 2023
December 31, 2022
(Dollars in millions)
Current Assets:
Cash and cash equivalents
Receivables, net
Inventories
Other current assets
Total current assets
Property and Equipment, net
Goodwill
Other Intangible Assets, net
Operating Right-of-Use Lease Assets
Finance Right-of-Use Lease Assets
Other Assets
Total Assets
Current Liabilities:
Notes payable - floor plan - trade
Notes payable - floor plan - non-trade
Trade accounts payable
Operating short-term lease liabilities
Finance short-term lease liabilities
Other accrued liabilities
Current maturities of long-term debt
Total current liabilities
Long-Term Debt
Other Long-Term Liabilities
Operating Long-Term Lease Liabilities
Finance Long-Term Lease Liabilities
Commitments and Contingencies
Stockholders’ Equity:
LIABILITIES AND STOCKHOLDERS’ EQUITY
Class A Convertible Preferred Stock, none issued
Class A Common Stock, $0.01 par value; 100,000,000 shares authorized; 68,618,393 shares issued and 21,931,785 shares
outstanding at December 31, 2023; 67,574,922 shares issued and 24,204,324 shares outstanding at December 31, 2022
Class B Common Stock, $0.01 par value; 30,000,000 shares authorized; 12,029,375 shares issued and outstanding at December
31, 2023 and 2022
Paid-in capital
Retained earnings
Accumulated other comprehensive income (loss)
Treasury stock, at cost; 46,686,608 Class A Common Stock shares held at December 31, 2023 and 43,370,598 Class A Common
Stock shares held at December 31, 2022
Total Stockholders’ Equity
Total Liabilities and Stockholders’ Equity
See notes to consolidated financial statements.
F-2
$
$
$
$
28.9 $
528.1
1,578.3
385.1
2,520.4
1,601.0
253.8
417.4
222.6
236.6
112.8
5,364.6 $
152.1 $
1,520.6
149.8
29.9
10.2
370.2
60.1
2,292.9
1,616.5
89.6
219.2
254.5
—
0.7
0.1
855.4
1,238.6
1.6
(1,204.5)
891.9
5,364.6 $
229.2
462.4
1,216.8
297.9
2,206.3
1,561.7
231.0
396.7
260.7
224.1
97.8
4,978.3
114.9
1,112.7
138.4
36.4
11.1
352.4
79.5
1,845.4
1,672.2
105.5
231.4
228.6
—
0.7
0.1
819.4
1,100.3
1.6
(1,026.9)
895.2
4,978.3
Revenues:
Retail new vehicles
Fleet new vehicles
Total new vehicles
Used vehicles
Wholesale vehicles
Total vehicles
Parts, service and collision repair
Finance, insurance and other, net
Total revenues
Cost of Sales:
Retail new vehicles
Fleet new vehicles
Total new vehicles
Used vehicles
Wholesale vehicles
Total vehicles
Parts, service and collision repair
Total cost of sales
Gross profit
Selling, general and administrative expenses
Impairment charges
Depreciation and amortization
Operating income
Other income (expense):
Interest expense, floor plan
Interest expense, other, net
Other income (expense), net
Total other income (expense)
Income (loss) before taxes
Provision for income taxes - benefit (expense)
Net income (loss)
Basic earnings (loss) per common share:
Earnings (loss) per common share
Weighted-average common shares outstanding
Diluted earnings (loss) per common share:
Earnings (loss) per common share
Weighted-average common shares outstanding
SONIC AUTOMOTIVE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
2023
Year Ended December 31,
2022
(Dollars and shares in millions,
except per share amounts)
2021
$
$
$
$
$
6,304.6
92.2
6,396.8
5,213.6
318.8
11,929.2
1,759.5
683.7
14,372.4
(5,769.2)
(88.2)
(5,857.4)
(5,062.4)
(321.4)
(11,241.2)
(885.5)
(12,126.7)
2,245.7
(1,600.5)
(79.3)
(142.3)
423.6
(67.2)
(114.6)
0.1
(181.7)
241.9
(63.7)
178.2
5.09
35.0
$
$
4.97
$
35.9
$
5,622.6
99.4
5,722.0
5,515.4
484.9
11,722.3
1,599.7
679.1
14,001.1
(4,959.8)
(94.5)
(5,054.3)
(5,334.6)
(488.0)
(10,876.9)
(807.2)
(11,684.1)
2,317.0
(1,555.1)
(320.4)
(127.5)
314.0
(34.3)
(89.9)
0.2
(124.0)
190.0
(101.5)
88.5
2.29
38.7
$
$
2.23
$
39.7
4,993.4
124.6
5,118.0
4,933.6
367.2
10,418.8
1,340.4
637.2
12,396.4
(4,533.7)
(123.0)
(4,656.7)
(4,800.6)
(357.3)
(9,814.6)
(667.5)
(10,482.1)
1,914.3
(1,274.7)
(0.1)
(101.1)
538.4
(16.7)
(48.0)
(15.5)
(80.2)
458.2
(109.3)
348.9
8.43
41.4
8.06
43.3
See notes to consolidated financial statements.
F-3
SONIC AUTOMOTIVE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS
Net income (loss)
Other comprehensive income (loss) before taxes:
Change in fair value and amortization of interest rate cap agreements
Pension actuarial income (loss)
Total other comprehensive income (loss) before taxes
Provision for income tax benefit (expense) related to
components of other comprehensive income (loss)
Other comprehensive income (loss)
Comprehensive income (loss)
2023
Year Ended December 31,
2022
(Dollars in millions)
2021
178.2 $
88.5 $
348.9
0.1
(0.1)
—
—
—
178.2 $
(0.5)
4.6
4.1
(1.2)
2.9
91.4 $
1.5
1.8
3.3
(1.0)
2.3
351.2
$
$
See notes to consolidated financial statements.
F-4
SONIC AUTOMOTIVE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Class A
Common Stock
Class A
Treasury Stock
Class B
Common Stock
Shares
Amount
Shares
Amount
Shares
Amount
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders'
Equity
(Dollars and shares in millions, except per share amounts)
Balance at December 31, 2020
Shares awarded under stock compensation plans
Purchases of treasury stock
Effect of cash flow hedge instruments, net of tax expense
of $0.5
Pension actuarial income, net of tax expense of $0.5
Restricted stock amortization
Net income (loss)
Class A dividends declared ($0.46 per share)
Class B dividends declared ($0.46 per share)
$
65.6
0.9
—
—
—
—
—
—
—
Balance at December 31, 2021
66.5
$
Shares awarded under stock compensation plans
Purchases of treasury stock
Effect of cash flow hedge instruments, net of tax benefit
of $0.1
Pension actuarial income, net of tax expense of $1.3
Restricted stock amortization
Net income (loss)
Class A dividends declared ($1.03 per share)
Class B dividends declared ($1.03 per share)
1.1
—
—
—
—
—
—
—
Balance at December 31, 2022
67.6
$
Shares awarded under stock compensation plans
Purchases of treasury stock
Effect of cash flow hedge instruments, net of tax expense
Pension actuarial income, net of tax benefit
Restricted stock amortization
Net income (loss)
Class A dividends declared ($1.16 per share)
Class B dividends declared ($1.16 per share)
1.0
—
—
—
—
—
—
—
Balance at December 31, 2023
68.6
$
0.7
—
—
—
—
—
—
—
—
0.7
—
—
—
—
—
—
—
—
0.7
—
—
—
—
—
—
—
—
0.7
$
(35.8)
—
(2.0)
(671.7)
—
(93.3)
$
12.0
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(37.8)
$
—
(5.6)
(765.0)
—
(261.9)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
12.0
$
—
—
—
—
—
—
—
—
0.1
—
—
—
—
—
—
—
—
0.1
—
—
—
—
—
—
—
—
$
$
767.5
7.7
—
—
—
15.0
—
—
—
$
721.8
—
—
—
—
—
348.9
(14.2)
(4.8)
$
(3.6)
—
—
1.0
1.3
—
—
—
—
$
790.2
$
1,051.7
$
(1.3)
$
8.7
—
—
—
20.5
—
—
—
—
—
—
—
—
88.5
(27.5)
(12.4)
814.8
7.7
(93.3)
1.0
1.3
15.0
348.9
(14.2)
(4.8)
1,076.4
8.7
(261.9)
(0.4)
3.3
20.5
88.5
(27.5)
(12.4)
895.2
12.7
(177.6)
0.1
(0.1)
23.3
178.2
(26.0)
(13.9)
891.9
—
—
(0.4)
3.3
—
—
—
—
1.6
—
—
0.1
(0.1)
—
—
—
—
1.6
$
$
(43.4)
$
(1,026.9)
12.0
$
0.1
$
819.4
$
1,100.3
$
—
(3.3)
—
—
—
—
—
—
—
(177.6)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
12.7
—
—
—
23.3
—
—
—
—
—
—
—
—
178.2
(26.0)
(13.9)
(46.7)
$
(1,204.5)
12.0
$
0.1
$
855.4
$
1,238.6
$
See notes to consolidated financial statements.
F-5
SONIC AUTOMOTIVE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
2023
Year Ended December 31,
2022
(Dollars in millions)
2021
$
178.2
$
88.5
$
348.9
Depreciation and amortization of property and equipment
Debt issuance cost amortization
Stock-based compensation expense
Deferred income taxes
Asset impairment charges
Gain on disposal of dealerships and property and equipment
Other
Changes in assets and liabilities that relate to operations:
Receivables
Inventories
Other assets
Notes payable - floor plan - trade
Trade accounts payable and other liabilities
Total adjustments
Net cash provided by (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of businesses, net of cash acquired
Purchases of land, property and equipment
Proceeds from sales of property and equipment
Proceeds from sales of dealerships
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments) borrowings on notes payable - floor plan - non-trade
Borrowings on revolving credit facilities
Repayments on revolving credit facilities
Proceeds from issuance of long-term debt
Debt issuance costs
Principal payments of long-term debt
Repurchase of debt securities
Reduction of finance lease liabilities
Purchases of treasury stock
Issuance of shares under stock compensation plans
Dividends paid
Net cash provided by (used in) financing activities
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS, END OF YEAR
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest, including amount capitalized
Income taxes
124.2
6.5
23.3
(18.6)
79.3
(18.4)
0.6
(57.0)
(375.2)
4.0
37.2
0.2
(193.9)
(15.7)
(75.1)
(203.6)
7.8
52.2
(218.7)
334.9
61.4
(61.4)
—
(1.7)
(79.9)
—
(14.3)
(177.6)
12.7
(40.0)
34.1
(200.3)
229.2
28.9
172.2
86.3
$
$
$
113.9
5.2
20.5
(12.7)
320.4
(10.8)
1.5
(50.4)
81.4
(140.7)
25.1
(35.8)
317.6
406.1
(102.3)
(227.1)
29.7
—
(299.7)
(65.9)
—
—
327.0
(8.1)
(133.5)
—
(8.4)
(261.9)
8.7
(34.5)
(176.6)
(70.2)
299.4
229.2
116.9
126.3
$
$
$
93.8
3.3
15.0
12.3
0.1
(3.3)
15.7
0.5
252.4
55.7
(495.4)
7.3
(42.6)
306.3
(1,018.9)
(298.2)
13.1
6.6
(1,297.4)
439.6
4.9
(4.9)
1,166.5
(23.1)
(58.3)
(262.9)
(37.7)
(93.3)
7.7
(18.3)
1,120.2
129.1
170.3
299.4
57.4
98.8
$
$
$
See notes to consolidated financial statements.
F-6
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business and Summary of Significant Accounting Policies
Organization and Business - Sonic Automotive, Inc. (“Sonic,” the “Company,” “we,” “us” or “our”) is one of the largest automotive retailers in the United States
(“U.S.”) (as measured by reported total revenue). As a result of the way we manage our business, we had three reportable segments as of December 31, 2023: (1) the Franchised
Dealerships Segment; (2) the EchoPark Segment; and (3) the Powersports Segment. For management and operational reporting purposes, we group certain businesses together
that share management and inventory (principally used vehicles) into “stores.” As of December 31, 2023, we operated 108 stores in the Franchised Dealerships Segment, 25
stores in the EchoPark Segment and 13 stores in the Powersports Segment. The Franchised Dealerships Segment consists of 134 new vehicle franchises (representing 28 different
brands of cars and light trucks) and 16 collision repair centers in 18 states. The EchoPark Segment operates in 11 states, including seven Northwest Motorsport pre-owned
vehicle stores acquired in the RFJ Acquisition in December 2021 that are included in the EchoPark Segment. In January 2024, we closed all seven of the remaining Northwest
Motorsport stores. The Powersports Segment operates in two states.
The Franchised Dealerships Segment provides comprehensive sales and services, including: (1) sales of both new and used cars and light trucks; (2) sales of replacement
parts and performance of vehicle maintenance, manufacturer warranty repairs, and paint and collision repair services (collectively, “Fixed Operations”); and (3) arrangement of
third-party financing, extended warranties, service contracts, insurance and other aftermarket products (collectively, “F&I”) for our guests. The EchoPark Segment sells used cars
and light trucks and arranges third-party F&I product sales for our guests in pre-owned vehicle specialty retail locations, and does not offer customer-facing Fixed Operations
services. The Powersports Segment offers guests: (1) sales of both new and used powersports vehicles (such as motorcycles, personal watercraft and all-terrain vehicles); (2)
Fixed Operations activities; and (3) F&I services. All three segments generally operate independently of one another, with the exception of certain shared back-office functions
and corporate overhead costs.
Recent Accounting Pronouncements - In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2020-04,
“Reference Rate Reform (Accounting Standards Codification (“ASC”) Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04
provides optional guidance for a limited period of time to ease the potential accounting impact associated with transitioning away from reference rates that are expected to be
discontinued, such as the London InterBank Offered Rate (“LIBOR”). The amendments in this ASU apply only to contracts, hedging relationships and other transactions that
reference LIBOR or another reference rate expected to be discontinued. The amendments in ASU 2020-04 were effective through December 31, 2022.
In January 2021, the FASB issued ASU 2021-01 which clarifies that certain optional expedients and exceptions in ASC Topic 848 for contract modifications and hedge
accounting apply to derivatives that are affected by the discounting transition. Certain of our existing contracts have been modified, amended or renegotiated to accommodate a
transition to a new reference rate. We do not have any remaining LIBOR-based contractual agreements. See Note 6, "Long-Term Debt," for a discussion of amendments to our
debt agreements related to conversion from LIBOR to a new reference rate.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (ASC Topic 820): Improvements to Reportable Segment Disclosures.” The amendments require
the disclosure of significant segment expenses as well as expanded interim disclosures, along with other changes to segment disclosure requirements. The standard will be
effective for fiscal years beginning after December 15, 2023, and interim periods beginning on or after January 1, 2025. We are currently evaluating the impact that the adoption
of the provisions of the ASU will have on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (ASC Topic 740): Improvements to Income Tax Disclosures.” The amendments require the disclosure
of a reconciliation between income tax expense from continuing operations and the amount computed by multiplying income from continuing operations before income taxes by
the applicable statutory rate as well as an annual disaggregation of the income tax rate reconciliation between certain specified categories by both percentage and reported
amounts, along with other changes to income tax disclosure requirements. The standard will be effective for fiscal years beginning after December 15, 2024, and interim periods
for fiscal years beginning after December 15, 2025. We are currently evaluating the impact that the adoption of the provisions of the ASU will have on our consolidated financial
statements.
F-7
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Change in Accounting Principle - During the first quarter of 2023, Sonic voluntarily changed the date of its annual goodwill impairment test and other intangible assets
impairment test from October 1 to April 30. This change is preferable under the circumstances as it provides Sonic with better alignment of the annual impairment test with the
availability of final approved prospective financial information for use in projecting future cash flows in our impairment models. For the April 30, 2023 annual impairment test,
we utilized the same valuation approach and the change in valuation date did not produce different impairment results, nor do we expect it to produce different results in future
periods. This change was not applied retrospectively, as it was impracticable to do so because retrospective application would require application of significant estimates and
assumptions with the use of hindsight. Accordingly, the change was applied prospectively, beginning with the April 30, 2023 impairment test date.
Principles of Consolidation - All of our dealership and non-dealership subsidiaries are wholly owned and consolidated in the accompanying consolidated financial
statements, except for one 50%-owned dealership that is accounted for under the equity method. All material intercompany balances and transactions have been eliminated in the
accompanying consolidated financial statements.
Use of Estimates - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires Sonic’s management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the accompanying
consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, particularly
related to intangible asset values, deferred tax asset values and reserves for unrecognized tax benefits, reserves for legal matters, insurance reserves, reserves for future
commission revenue to be returned to the third-party provider for early termination of finance and insurance contracts (“chargebacks”), and estimates of certain retrospective
finance and insurance revenue.
Cash and Cash Equivalents - We classify cash and all highly liquid investments with a maturity of three months or less at the date of purchase, including short-term time
deposits and government agency and corporate obligations, as cash and cash equivalents.
Revenue Recognition - Revenue is recognized when a customer obtains control of promised goods or services and in an amount that reflects the consideration that the
entity expects to receive in exchange for those goods or services. We do not include the cost of obtaining contracts within the related revenue streams since we elected the
practical expedient to expense the costs to obtain a contract when incurred.
Management has evaluated our established business processes, revenue transaction streams and accounting policies, and identified our material revenue streams to be: (1)
the sale of new vehicles; (2) the sale of used vehicles to retail customers; (3) the sale of wholesale used vehicles at third-party auctions; (4) the arrangement of third-party vehicle
financing and the sale of third-party service, warranty and other insurance contracts; and (5) the performance of vehicle maintenance and repair services and the sale of related
parts and accessories. The transaction price for a retail vehicle sale is specified in the contract with the customer and encompasses both cash and non-cash considerations. In the
context of a retail vehicle sale, customers frequently trade in their existing vehicles. The value of this trade-in is determined based on its stand-alone selling price as specified in
the contract, utilizing various third-party pricing sources. There are no other non-cash forms of consideration associated with retail sales, and sales are reported net of sales tax
and other similar assets. Generally, performance obligations are satisfied when the associated vehicle is either delivered to a customer and customer acceptance has occurred,
over time as the maintenance and repair services are performed, or at the time of wholesale and retail parts sales. We do not have any revenue streams with significant financing
components as payments are typically received within a short period of time following completion of the performance obligation(s).
Retrospective finance and insurance revenues (“F&I retro revenues”) are recognized when the product contract has been executed with the end customer and the
transaction price is estimated each reporting period based on the expected value method using historical and projected data. F&I retro revenues can vary based on a variety of
factors, including number of contracts and history of cancellations and claims. Accordingly, we utilize this historical and projected data to constrain the consideration to the
extent that it is probable that a significant reversal in the amount of cumulative revenue will not occur when the uncertainty associated with the variable consideration is
subsequently resolved.
We record revenue when vehicles are delivered to customers, as vehicle service work is performed and when parts are delivered. Conditions for completing a sale include
having an agreement with the customer, including pricing, and it being probable that the proceeds from the sale will be collected.
F-8
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated balance sheets as of December 31, 2023 and 2022 include approximately $31.8 million and $38.7 million, respectively, related to
contract assets from F&I retro revenues recognition, which are recorded in receivables, net. Changes in contract assets from December 31, 2022 to December 31, 2023 were
primarily due to ordinary business activity, including the receipt of cash for amounts earned and recognized in prior periods.
Floor Plan Assistance - We receive floor plan assistance in the form of direct payments or credits from certain manufacturers. This assistance reduces the carrying value
of our new vehicle inventory and is recognized as a reduction of cost of sales at the time the associated inventory is sold. Amounts recognized as a reduction of cost of sales were
approximately $58.7 million, $51.5 million and $46.5 million in 2023, 2022 and 2021, respectively.
Contracts in Transit - Contracts in transit represent finance contracts evidencing loans or lease agreements between us, as creditor, and the guest, as borrower, to acquire
or lease a vehicle in situations where a third-party finance source has given us initial, non-binding approval to assume our position as creditor. Funding and final approval from
the finance source is provided upon the finance source’s review of the loan or lease agreement and related documentation executed by the guest at the dealership. These finance
contracts are typically funded within 10 days of the initial approval of the finance transaction given by the third-party finance source. The finance source is not contractually
obligated to make the loan or lease to the guest until it gives its final approval and funds the transaction, and until such final approval is given, the contracts in transit represent
amounts due from the guest to us. Contracts in transit are included in receivables, net on the accompanying consolidated balance sheets and totaled approximately $275.6 million
and $216.8 million at December 31, 2023 and 2022, respectively.
Accounts Receivable - In addition to contracts in transit, our accounts receivable primarily consists of amounts due from automobile manufacturers for repair services
performed on vehicles with a remaining factory warranty and amounts due from third parties from the sale of parts. We evaluate receivables for collectability based on the age of
the receivable, the credit history of the third party, past collection experience, current economic conditions, and reasonable and supportable forecasts of future conditions. The
recorded allowance for doubtful accounts receivable was not significant at December 31, 2023 and 2022.
Receivables, net consist of the following:
Contracts in transit
Manufacturer and warranty receivables
Other receivables
Receivables, net
December 31, 2023
December 31, 2022
$
$
(In millions)
275.6 $
105.3
147.2
528.1 $
216.8
68.1
177.5
462.4
Inventories - Inventories of new vehicles, recorded net of manufacturer credits, and used vehicles, including demonstrators, are stated at the lower of specific cost or net
realizable value. Inventories of parts and accessories are accounted for using the “first-in, first-out” (“FIFO”) method of inventory accounting and are stated at the lower of FIFO
cost or net realizable value. Other inventories are primarily service loaner vehicles and, to a lesser extent, vehicle chassis, other supplies and capitalized customer work-in-
progress (open customer vehicle repair orders). Other inventories are stated at the lower of specific cost (depreciated cost for service loaner vehicles) or net realizable value.
Property and Equipment - Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful
lives of the assets. We amortize leasehold improvements over the shorter of the estimated useful life or the remaining available lease term. The available lease term includes
renewal options if the exercise of a renewal option has been determined to be reasonably assured.
F-9
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The range of estimated useful lives is as follows:
Buildings and leasehold and land improvements
Furniture, fixtures and equipment
10-40 years
3-10 years
We review the carrying value of property and equipment and other long-lived assets (including related right-of-use assets for leased properties, but excluding goodwill
and other intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If such an indication is present,
we compare the carrying amount of the asset to the estimated undiscounted cash flows related to that asset. We conclude that an asset is impaired if the sum of such expected
future cash flows is less than the carrying amount of the related asset. If we determine an asset is impaired, the impairment loss would be the amount by which the carrying
amount of the related asset exceeds its fair value. The fair value of the asset would be determined based on the quoted market prices, if available. If quoted market prices are not
available, we determine fair value by using a discounted cash flow (“DCF”) model. Fixed asset impairments for the year ended December 31, 2023 were approximately $42.7
million, the majority of which related to our decisions to indefinitely suspend operations at certain locations with our EchoPark Segment and to close certain Northwest
Motorsport stores. See Note 4, “Property and Equipment,” for further discussion of impairment charges.
Derivative Instruments and Hedging Activities - We utilize derivative financial instruments for the purpose of hedging the risks of certain identifiable and anticipated
transactions. Commonly, the types of risks being hedged are those relating to the variability of cash flows caused by fluctuations in interest rates. We document our risk
management strategy and hedge effectiveness at the inception of, and during the term of, each hedge. As of December 31, 2023, we utilized interest rate cap agreements to limit
our exposure to increases in one-month Term Secured Overnight Financing Rate (“SOFR”) above certain levels. See Note 6, “Long-Term Debt,” for further discussion of
derivative instruments and hedging activities.
Goodwill - Goodwill is recognized to the extent that the purchase price of the acquisition exceeds the estimated fair value of the net assets acquired, including other
identifiable intangible assets. In accordance with ASC Topic 350, “Intangibles - Goodwill and Other,” we test goodwill for impairment at least annually (as of April 30 of each
year) or more frequently if indications of impairment exist. The ASC also states that if an entity determines, based on an assessment of certain qualitative factors, that it is not
more likely than not that the fair value of a reporting unit is less than its carrying amount, then a quantitative goodwill impairment test is unnecessary.
For purposes of goodwill impairment testing, we have three reporting units, which consist of: (1) our traditional franchised dealerships, (2) our EchoPark stores and (3)
our powersports stores. In evaluating goodwill for impairment, if the fair value of a reporting unit is less than its carrying value, the difference would represent the amount of the
required goodwill impairment. We utilized the DCF method to estimate the enterprise value of each reporting unit. The significant assumptions in our DCF model include
projected revenues, margin, terminal growth rate, discount rates and a market capitalization reconciliation. As a result of our April 30, 2023 annual test, we determined it was
more likely than not that the fair value of each reporting unit was greater than its carrying value. We were not required to record goodwill impairment for any of our reporting
units during 2023. See Note 5, “Goodwill and Intangible Assets,” for further discussion of goodwill.
Other Intangible Assets - The principal identifiable intangible assets other than goodwill acquired in an acquisition are rights under franchise or dealer agreements with
manufacturers. We classify franchise and dealer agreements as indefinite lived intangible assets as it has been our experience that renewals have occurred without substantial
cost or material modifications to the underlying agreements. As such, we believe that our franchise and dealer agreements will contribute to cash flows for an indefinite period,
therefore the carrying amount of franchise rights is not amortized. In accordance with ASC Topic 350, “Intangibles - Goodwill and Other,” we evaluate other intangible assets
for impairment annually (as of April 30 of each year) or more frequently if indications of impairment exist.
We utilized a multi-period excess earnings method (“MPEEM”) model to estimate the fair value of the franchise assets for each of our franchises with recorded franchise
assets. The significant assumptions in our MPEEM model include projected revenue, projected operating margins, a discount rate (and estimates in the discount rate inputs) and
residual growth rates. Our estimate of future revenue growth is in part driven by our estimates of new vehicle industry sales volume in future periods. While not completely
correlated, we believe the historic and projected industry sales volume is a good general indicator of growth or contraction in the retail automotive industry.
As a result of our impairment testing as of April 30, 2023, we determined the fair value of the franchise assets for each of our franchises exceeded the carrying value of
the franchise assets for all of our franchises, resulting in no franchise asset impairment charges during 2023. See Note 5, “Goodwill and Intangible Assets,” for further discussion
of franchise and dealer agreements.
F-10
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes - Income taxes are provided for the tax effects of transactions reported in the accompanying consolidated financial statements and consist of taxes currently
due plus deferred taxes. Deferred taxes are provided at enacted tax rates for the tax effects of carryforward items and temporary differences between the tax basis of assets and
liabilities and their reported amounts. As a matter of course, the Company is regularly audited by various taxing authorities and, from time to time, these audits result in proposed
assessments where the ultimate resolution may result in the Company owing additional taxes. Management believes that the Company’s tax positions comply, in all material
respects, with applicable tax law and that the Company has adequately provided for any reasonably foreseeable outcome related to these matters.
From time to time, we engage in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the
tax consequences of these transactions. We determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related
appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we
presume that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. A tax position that does not meet the more-
likely-than-not recognition threshold is measured to determine the amount of benefit or expense to be recognized in the consolidated financial statements. The tax position is
measured at the largest amount of benefit or expense that is likely to be realized upon ultimate settlement. We adjust our estimates periodically because of ongoing examinations
by and settlements with the various taxing authorities, as well as changes in tax laws, regulations and precedent. See Note 7, “Income Taxes,” for further discussion of our
uncertain tax positions.
Concentrations of Credit and Business Risk - Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash on deposit with
financial institutions, which may exceed Federal Deposit Insurance Corporation insurance limits. Concentrations of credit risk with respect to receivables are limited primarily to
receivables from automobile manufacturers, totaling approximately $105.3 million and $68.1 million at December 31, 2023 and 2022, respectively, and receivables from
financial institutions (which include manufacturer-affiliated captive finance companies and commercial banks) and third-party warranty and insurance product providers, totaling
approximately $317.9 million and $255.9 million at December 31, 2023 and 2022, respectively. We work with a single third-party provider for the majority of our extended
warranties, service contracts and other aftermarket products. Credit risk arising from trade receivables from commercial customers is reduced by the large number of customers
comprising the trade receivables balances.
We are subject to a concentration of risk in the event of financial distress or other adverse events related to any of the automobile manufacturers whose franchised
dealerships are included in our brand portfolio. As of December 31, 2023, BMW and Mercedes franchises accounted for 20% and 11% of our total retail automotive dealership
revenues, respectively. We purchase our new vehicle inventory from various automobile manufacturers at the prevailing prices available to all franchised dealerships. In addition,
we finance a portion of our new and used vehicle inventory with manufacturer-affiliated captive finance companies. Our results of operations could be adversely affected by the
manufacturers’ inability to supply our dealerships with an adequate supply of new vehicle inventory and related floor plan financing. We also have concentrations of risk related
to the geographic markets in which our dealerships or stores operate. Changes in overall economic, retail automotive or regulatory environments in one or more of these markets
could adversely impact the results of our operations.
Financial Instruments and Market Risks - As of December 31, 2023 and 2022, the fair values of our financial instruments, including receivables, notes receivable from
finance contracts, notes payable - floor plan, trade accounts payable, borrowings under the revolving credit facilities and certain mortgage notes, approximated their carrying
values due either to length of maturity or existence of variable interest rates that approximate prevailing market rates. See Note 11, “Fair Value Measurements,” for further
discussion of the fair value and carrying value of our fixed rate long-term debt and other financial instruments.
We have variable rate notes payable - floor plan, revolving credit facilities, a mortgage facility and other variable rate notes that expose us to risks caused by fluctuations
in the underlying interest rates. We manage interest rate risk by entering into interest rate cap agreements. The counterparties to our interest rate cap agreements are large
financial institutions; however, we could be exposed to loss in the event of non-performance by any of these counterparties. See further discussion in Note 6, “Long-Term Debt.”
Advertising - We expense advertising costs in the period incurred, net of earned cooperative manufacturer credits that represent reimbursements for specific, identifiable
and incremental advertising costs. Advertising expense amounted to approximately $92.2 million, $95.4 million and $61.6 million for 2023, 2022 and 2021, respectively, and is
classified in selling, general and administrative expenses in the accompanying consolidated statements of operations.
F-11
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We have cooperative advertising reimbursement agreements with certain automobile manufacturers we represent. These agreements require us to provide the
manufacturer with support for qualified, actual advertising expenditures in order to receive reimbursement under the agreements. It is uncertain whether or not we would
maintain the same level of advertising expenditures if these manufacturers discontinued their cooperative programs. Cooperative manufacturer credits classified as an offset to
advertising expenses were approximately $34.7 million, $30.8 million and $22.1 million for 2023, 2022 and 2021, respectively.
Segment Information - For purposes of reporting financial condition and results of operations, we have determined that we have three reportable segments: (1) the
Franchised Dealerships Segment; (2) the EchoPark Segment; and (3) the Powersports Segment. The Franchised Dealerships Segment provides comprehensive sales and services,
including: (1) sales of both new and used cars and light trucks; (2) Fixed Operations activities; and (3) F&I services for our guests. The EchoPark Segment sells used cars and
light trucks and arranges third-party F&I product sales for our guests in pre-owned vehicle specialty retail locations, and does not offer customer-facing Fixed Operations
services. The Powersports Segment offers guests: (1) sales of both new and used powersports vehicles (such as motorcycles, personal watercraft and all-terrain vehicles); (2)
Fixed Operations activities; and (3) F&I services. All three segments generally operate independently of one another, with the exception of certain shared back-office functions
and corporate overhead costs.
Earnings Per Share - The calculation of diluted earnings per share considers the potential dilutive effect of outstanding restricted stock units, restricted stock awards and
stock options granted under Sonic’s stock compensation plans (and any non-forfeitable dividends paid on such awards). The total dilutive effect of these outstanding equity
awards was 0.9 million shares, 1.0 million shares and 1.9 million shares for 2023, 2022 and 2021, respectively.
2. Business Acquisitions and Dispositions
Acquisitions
During 2023, in an effort to expand and diversify our business, we acquired one business (consisting of five locations) in our Powersports Segment for an aggregate gross
purchase price (including inventory acquired and subsequently funded by floor plan notes payable) of approximately $75.1 million. The allocation of approximately $75.1
million aggregate gross purchase price included inventory of approximately $11.1 million, property and equipment of approximately $0.7 million, franchise assets of
approximately $22.6 million, goodwill of approximately $11.9 million, real estate of approximately $29.0 million, other assets of approximately $0.1 million, and other liabilities
of approximately $0.3 million.
During 2022, in an effort to expand our business, we acquired two businesses in our Franchised Dealerships Segment and two businesses (consisting of eight locations) in
our Powersports Segment for an aggregate gross purchase price (including inventory acquired and subsequently funded by floor plan notes payable) of approximately $102.3
million. During that period, we also recorded the impact of a $14.7 million post-close adjustment related to the acquisition of RFJ Auto Partners, Inc. and its subsidiaries
(collectively “RFJ Auto”) completed in December 2021 (the “RFJ Acquisition”). The allocation of the approximately $ 87.6 million aggregate gross purchase price for the
acquisitions completed during 2022 included inventory of approximately $31.0 million, property and equipment of approximately $0.5 million, franchise assets of approximately
$33.2 million, goodwill of approximately $14.1 million, real estate of approximately $8.1 million, other assets of approximately $1.1 million, and liabilities of approximately
$0.4 million. During 2023, we booked a post-close goodwill adjustment related to one business acquired in our Franchised Dealerships Segment and one business in our
Powersports Segment for a decrease of $0.4 million and an increase of $2.9 million, respectively.
During 2021, in an effort to expand our business, we acquired 27 franchised dealership businesses and 14 pre-owned businesses for approximately $1,018.9 million,
including the stock acquisition of RFJ Auto. On December 6, 2021 (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 had 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 $964.9 million (including a $14.7 million impact of a post-close adjustment in
2022), of which approximately $222.4 million was funded from borrowings under Sonic’s syndicated new and used vehicle floor plan credit facilities.
F-12
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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. The allocation of the approximately $964.9 million aggregate gross purchase price for the RFJ Acquisition included cash of approximately $9.4 million,
receivables of approximately $31.4 million, inventories of approximately $253.5 million, other current assets of approximately $7.8 million, property and equipment of
approximately $129.7 million, goodwill of approximately $177.1 million, franchise assets of approximately $398.2 million, trade accounts payable of approximately
$5.3 million, and other accrued liabilities of approximately $36.9 million.
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.
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 are
determined as of the acquisition date, by discounting the projected cash flows specific to each franchise. This analysis includes projected revenue, projected operating margin, a
discount rates (and estimates in the discount rate inputs) and residual growth rates.
Dispositions
During 2023, we disposed of one luxury franchised dealership, one domestic franchised dealership, and one mid-line import franchised dealership that generated net cash
of approximately $52.2 million. We did not dispose of any businesses in 2022. During 2021, we disposed of one luxury franchised dealership and terminated two mid-line import
franchises, which generated net cash of approximately $6.6 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 reported results from operations were as follows:
Income (loss) from operations before taxes and items below
Gain (loss) on disposal of dealerships (1)
Lease exit accrual adjustments and charges
Income (loss) before taxes
Total revenues
2023
Year Ended December 31,
2022
(In millions)
2021
$
$
(0.2) $
20.4
1.1
21.3
70.1 $
0.2 $
—
—
0.2
— $
(2.2)
2.3
0.4
0.5
25.5
(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. As of December 31,
2023, we did not have any dealerships classified as held for sale.
F-13
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On June 22, 2023, we announced a plan to indefinitely suspend operations at eight EchoPark locations and 14 related delivery/buy centers. In addition, during the third
quarter of 2023, we closed three Northwest Motorsport pre-owned locations within the EchoPark Segment (as defined below). In connection with these closures, Sonic recorded
a charge totaling approximately $75.2 million during the second quarter of 2023. This charge included impairments of $32.5 million related to fixed assets, $16.0 million related
to right-of-use assets and $14.1 million related to cease-use accruals; $0.4 million related to lease exit charges; $10.0 million of inventory valuation adjustments; and $2.2
million related to severance. During the third quarter of 2023, we recorded approximately $4.8 million in additional charges related to these store closures, which included $3.9
million of lease exit charges and $0.9 million related to severance. The locations within our EchoPark Segment with indefinitely suspended operations or that were closed are not
considered disposed and therefore are not included in the below table disclosing the effect of disposed franchised dealerships on continued operations.
In the fourth quarter of 2023, we recorded fixed asset and right-of-use assets impairment charges of approximately $16.7 million for the EchoPark Segment. In January
2024, after the end of the fiscal year, we closed the remaining seven Northwest Motorsport stores.
3. Inventories and Related Notes Payable - Floor Plan
Inventories consist of the following:
New vehicles
Used vehicles
Service loaners (1)
Parts, accessories and other
Inventories
December 31, 2023
December 31, 2022
$
$
(In millions)
799.6 $
505.7
172.7
100.3
1,578.3 $
449.3
534.0
143.8
89.7
1,216.8
(1) Service loaner inventory includes approximately $22.7 million and $18.3 million as of December 31, 2023 and December 31, 2022, respectively, related to vehicles that are
leased directly from the manufacturer on a short-term basis. A corresponding liability is included within notes payable, floor plan - trade on the accompanying consolidated
balance sheets.
We finance all of our new and certain of our used vehicle inventory through standardized floor plan facilities with either: (1) certain manufacturer captive finance
companies or (2) a syndicate of manufacturer-affiliated captive finance companies and commercial banks. We also use these floor plan facilities to finance the acquisition of new
and certain used vehicle inventory as part of acquisitions of dealerships. These floor plan facilities are due on demand and currently bear interest at variable rates based on either
one-month Term SOFR or prime plus an additional spread, depending on the lender arrangement. The weighted-average interest rate for our new vehicle floor plan facilities was
6.36%, 1.09% and 0.74% for 2023, 2022 and 2021, respectively. Our floor plan interest expense related to the new vehicle floor plan arrangements is partially offset by amounts
received from manufacturers in the form of floor plan assistance capitalized in inventory and charged against cost of sales when the associated inventory is sold. For 2023, 2022
and 2021, we recognized a reduction in cost of sales of approximately $58.7 million, $51.5 million and $46.5 million, respectively, related to manufacturer floor plan assistance.
The weighted-average interest rate for our used vehicle floor plan facilities was 6.76%, 3.87% and 1.75% for 2023, 2022 and 2021, respectively.
The new and used vehicle floor plan facilities are collateralized by vehicle inventory and other assets, excluding goodwill and other intangible assets, of the relevant
dealership subsidiary. The new and used vehicle floor plan facilities contain a number of covenants, including, among others, covenants restricting us with respect to the creation
of liens and changes in ownership, officers and key management personnel. We were in compliance with all of these restrictive covenants as of December 31, 2023.
Sonic participates in a program with its syndicated floor plan lender wherein Sonic maintains a deposit balance with the lender that earns floor plan interest rebates based
on an agreed upon rate. The deposit balance was $345.0 million and $272.0 million as of December 31, 2023 and 2022, respectively, and is included in other current assets in the
Consolidated Balance Sheets. The interest rebate as a result of this deposit balance is classified as a reduction in interest expense, floor plan in the accompanying consolidated
statements of income. In 2023, 2022 and 2021, the reduction in interest expense, floor plan was approximately $19.4 million, $4.1 million and $1.3 million, respectively.
F-14
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Property and Equipment
Property and equipment, net consists of the following:
Land
Buildings and improvements
Furniture, fixtures and equipment
Construction in progress
Total, at cost
Less accumulated depreciation
Subtotal
Less assets held for sale (1)
Property and equipment, net
December 31, 2023
December 31, 2022
(In millions)
493.0 $
1,425.8
563.3
61.4
2,543.5
(927.8)
1,615.7
(14.7)
1,601.0 $
478.2
1,365.3
504.1
57.0
2,404.6
(842.9)
1,561.7
—
1,561.7
$
$
(1) Classified in other current assets in the accompanying consolidated balance sheets.
Interest capitalized in conjunction with construction projects and software development was approximately $2.2 million, $1.6 million and $1.8 million for 2023, 2022 and
2021, respectively. As of December 31, 2023, commitments for facility construction projects totaled approximately $27.9 million.
During 2023 and 2022, property and equipment impairment charges were recorded as noted in the following table:
Year Ended December 31,
2023
2022
Franchised Dealerships
Segment
EchoPark Segment
(In millions)
Consolidated
$
$
1.0 $
1.1 $
41.7 $
— $
42.7
1.1
Property and equipment impairment charges were related to our EchoPark closures, Northwest Motorsports stores that were closed after the end of the fourth quarter in
January 2024, and the abandonment of certain construction projects in our Franchised Dealerships Segment. In 2022, property and equipment impairment charges were related to
the abandonment of certain construction projects in our Franchised Dealerships Segment. Impairment charges were not material for 2021.
5. Goodwill and Intangible Assets
In accordance with ASC Topic 350, “Intangibles - Goodwill and Other,” we test goodwill for impairment at least annually (as of April 30 of each year) or more frequently
if indications of impairment exist. The ASC also states that if an entity determines, based on the assessment of certain qualitative factors, that it is not more likely than not that
the fair value of a reporting unit is less than its carrying amount, then a quantitative goodwill impairment test is unnecessary.
In performing a quantitative test for impairment of goodwill, we primarily use the income approach method of valuation that includes the DCF method that utilizes
inputs, including projected revenues, margin, terminal growth rates, discount rates and a market capitalization reconciliation.
We completed our annual impairment testing as of April 30, 2023 and determined there was no impairment of goodwill.
In evaluating the recoverability of our indefinite lived franchise assets, we utilized a multi-period excess earnings method (“MPEEM”) model using unobservable inputs
(Level 3) to estimate the fair value of the franchise assets for each of our franchises with recorded franchise assets. The significant assumptions in our MPEEM model include
projected revenue, projected operating margins, a discount rate (and estimates in the discount rate inputs) and residual growth rates. We completed our annual impairment testing
as of April 30, 2023 and determined there was no impairment of franchise assets.
F-15
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The changes in the carrying amount of goodwill for 2023 and 2022 were as follows:
Balance at December 31, 2021 (1)
Additions through current year acquisitions
Reductions from impairment
Prior year acquisition allocations
Balance at December 31, 2022 (2)
Additions through current year acquisitions
Reductions from dispositions
Prior year acquisition allocations
Balance at December 31, 2023 (2)
Franchised
Dealerships
Segment
EchoPark Segment
Powersports Segment
Total
$
$
$
251.2
5.1
—
(34.5)
221.8
—
(1.8)
9.8
229.8
$
$
$
(In millions)
165.2 $
—
(202.9)
37.7
— $
—
—
—
— $
—
9.2
—
—
9.2
11.9
—
2.9
24.0
$
$
$
(1) Net of accumulated impairment losses of $1.1 billion related to the Franchised Dealerships Segment.
(2) Net of accumulated impairment losses of $1.1 billion and $202.9 million related to the Franchised Dealerships Segment and the EchoPark Segment, respectively.
The changes in the carrying amount of franchise assets for 2023 and 2022 were as follows:
Balance at December 31, 2021
Additions through current year acquisitions
Reductions from dispositions
Reductions from impairment
Balance at December 31, 2022
Additions through current year acquisitions
Reductions from dispositions
Balance at December 31, 2023
Franchised Dealerships
Segment
EchoPark Segment
Powersports Segment
Total
$
$
$
476.3
10.0
(0.2)
(114.4)
371.7
—
—
371.7
$
$
$
(In millions)
3.9
—
—
(2.0)
1.9
—
(1.9)
—
$
$
$
—
23.1
—
—
23.1
22.6
—
45.7
$
$
$
416.4
14.3
(202.9)
3.2
231.0
11.9
(1.8)
12.7
253.8
480.2
33.1
(0.2)
(116.4)
396.7
22.6
(1.9)
417.4
F-16
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. Long-Term Debt
Long-term debt consists of the following:
2021 Revolving Credit Facility (1)
4.625% Senior Notes due 2029 (the “4.625% Notes”)
4.875% Senior Notes due 2031 (the “4.875% Notes”)
2019 Mortgage Facility (2)
Mortgage notes to finance companies - fixed rate, bearing interest from 2.05% to 7.03%
Mortgage notes to finance companies - variable rate, bearing interest at 1.50 to 2.90 percentage points above one-month or
three-month LIBOR or SOFR
Subtotal
Debt issuance costs
Total debt
Less current maturities
Long-term debt
December 31, 2023
December 31, 2022
(In millions)
— $
650.0
500.0
311.0
163.0
75.6
1,699.6 $
(23.0)
1,676.6
(60.1)
1,616.5 $
—
650.0
500.0
327.0
186.6
116.0
1,779.6
(27.9)
1,751.7
(79.5)
1,672.2
$
$
$
(1) The interest rate on the 2021 Revolving Credit Facility (as defined below) was 125 basis points above one-month Term SOFR (as defined in the 2021 Credit Facilities) at
December 31, 2023 and 100 basis points above one-month LIBOR at December 31, 2022.
(2) The interest rate on the 2019 Mortgage Facility (as defined below) was 150 basis points above one-month Term SOFR (as defined in the 2019 Mortgage Facility) at
December 31, 2023 and 125 basis points above one-month LIBOR at December 31, 2022.
Future maturities of long-term debt are as follows:
Year Ending December 31,
2024
2025
2026
2027
2028
Thereafter
Total
F-17
Principal
(In millions)
60.1
112.9
53.0
292.2
22.6
1,158.8
1,699.6
$
$
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2021 Credit Facilities
On April 14, 2021, we entered into an amended and restated syndicated revolving credit facility (the “2021 Revolving Credit Facility”) and amended and restated
syndicated new and used vehicle floor plan credit facilities (the “2021 Floor Plan Facilities” and, together with the 2021 Revolving Credit Facility, the “2021 Credit Facilities”).
The amendment and restatement of the 2021 Credit Facilities extended the scheduled maturity dates to April 14, 2025. On October 8, 2021, we entered into an amendment to the
2021 Credit Facilities (the “Credit Facility Amendment”) to, among other things: (1) increase the aggregate commitments under the 2021 Revolving Credit Facility to $350.0
million (which may be increased at the Company’s option up to $400.0 million upon satisfaction of certain conditions), and the 2021 Floor Plan Facilities to $2.6 billion (which,
under certain conditions, may be increased at the Company’s option up to $2.9 billion that may be allocated between the new vehicle revolving floor plan facility and the used
vehicle revolving floor plan facility the comprise the 2021 Floor Plan Facilities as the Company requests, with no more than 40% of the aggregate commitments allocated to the
used vehicle revolving floor plan facility); and (2) permit the issuance of the 4.625% Notes and the 4.875% Notes. On October 7, 2022, we entered into an amendment to the
2021 Credit Facilities (the “Second Credit Facility Amendment”) to, among other things: (1) replace the 2021 Credit Facilities’ LIBOR-based Eurodollar reference interest rate
option with a reference interest rate option based upon one-month Term SOFR; (2) amend the provisions relating to the basis for inclusion of real property owned by the
Company or certain of its subsidiaries in the borrowing base for the 2021 Revolving Credit Facility; (3) amend the minimum amount for commitments under the 2021 Revolving
Credit Facility and the proportion that such commitments under the 2021 Revolving Credit Facility may compose of the total commitments made by the lenders; and (4) adjust
aspects of the offset account used for voluntary reductions to loans under the 2021 Floor Plan Facilities.
As amended, availability under the 2021 Revolving Credit Facility is calculated as the lesser of $350.0 million or a borrowing base calculated based on certain eligible
assets, less the aggregate amount of any outstanding letters of credit and borrowings under the 2021 Revolving Credit Facility (the “2021 Revolving Borrowing Base”). As of
December 31, 2023, the 2021 Revolving Borrowing Base was $310.7 million based on balances as of such date. As of December 31, 2023, we had no outstanding borrowings
and $12.1 million in outstanding letters of credit under the 2021 Revolving Credit Facility, resulting in $298.6 million remaining borrowing availability under the 2021
Revolving Credit Facility.
Our obligations under the 2021 Credit Facilities are guaranteed by the Company and certain of our subsidiaries and are secured by a pledge of substantially all of our and
our subsidiaries’ assets. As of the dates presented in the accompanying consolidated financial statements, the amounts outstanding under the 2021 Credit Facilities bear interest at
variable rates based on specified percentages above one-month Term SOFR. We have agreed under the 2021 Credit Facilities not to pledge any assets to any third parties (other
than those explicitly allowed to be pledged by the amended terms of the 2021 Credit Facilities), including other lenders, subject to certain stated exceptions, including floor plan
financing arrangements. In addition, the 2021 Credit Facilities contain certain negative covenants, including covenants which could restrict or prohibit indebtedness, liens, the
payment of dividends and other restricted payments, capital expenditures and material dispositions and acquisitions of assets, as well as other customary covenants and default
provisions. Specifically, the 2021 Credit Facilities permit quarterly cash dividends on our Class A and Class B Common Stock up to $ 0.12 per share so long as no Event of
Default (as defined in the 2021 Credit Facilities) has occurred and is continuing and provided that we remain in compliance with all financial covenants under the 2021 Credit
Facilities. In addition, dividends greater than $0.12 per share are permitted subject to the limitations on restricted payments set forth in the 2021 Credit Facilities.
4.625% Notes
On October 27, 2021, we issued $650.0 million in aggregate principal amount of 4.625% Notes, which will mature on November 15, 2029. Sonic used the net proceeds
from the issuance of the 4.625% Notes, along with the net proceeds of the 4.875% Notes, to fund the RFJ Acquisition and to repay existing debt.
The 4.625% Notes were issued under an Indenture, dated as of October 27, 2021 (the “2029 Indenture”), by and among the Company, certain subsidiary guarantors named
therein (collectively, the “Guarantors”) and U.S. Bank National Association, as trustee (the “trustee”). The 4.625% Notes are unconditionally guaranteed, jointly and severally,
on a senior unsecured basis initially by all of the Company’s domestic operating subsidiaries. The parent company has no independent assets or operations. The non-domestic
operating subsidiary that is not a guarantor is considered minor. Under certain circumstances set forth in the 2029 Indenture, the guarantees of the certain subsidiaries of the
Company comprising the EchoPark Business (as defined in the 2029 Indenture) may be released. The 2029 Indenture also provides substantial flexibility for the Company to
enter into fundamental transactions involving the EchoPark Business. The 2029 Indenture provides that interest on the 4.625% Notes will be payable semi-annually in arrears on
May 15 and November 15 of each year beginning May 15, 2022. The 2029 Indenture also contains other restrictive covenants and default provisions common for an issue of
senior notes of this nature.
F-18
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The 4.625% Notes will be redeemable at the Company’s option, in whole or in part, at any time on or after November 15, 2024 at the redemption prices (expressed as
percentages of the principal amount thereof) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, if redeemed during the
12-month period beginning on November 15 of the years set forth below:
Year
2024
2025
2026
Redemption Price
102.313 %
101.156 %
100.000 %
Before November 15, 2024, the Company may redeem all or a part of the 4.625% Notes, subject to payment of a make-whole premium. In addition, the Company may
redeem on or before November 15, 2024 up to an aggregate of 35% of the aggregate principal of the 4.625% Notes at a price equal to 104.625% of the aggregate principal
amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, with the net cash proceeds from certain equity offerings.
4.875% Notes
On October 27, 2021, we issued $500.0 million in aggregate principal amount of 4.875% Notes, which will mature on November 15, 2031. Sonic used the net proceeds
from the issuance of the 4.875% Notes, along with the net proceeds of the 4.625% Notes, to fund the RFJ Acquisition and to repay existing debt.
The 4.875% Notes were issued under an Indenture, dated as of October 27, 2021 (the “2031 Indenture”), by and among the Company, the Guarantors and the trustee. The
4.875% Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis initially by all of the Company’s domestic operating subsidiaries. The parent
company has no independent assets or operations. The non-domestic operating subsidiary that is not a guarantor is considered minor. Under certain circumstances set forth in the
2031 Indenture, the guarantees of the certain subsidiaries of the Company comprising the EchoPark Business (as defined in the 2031 Indenture) may be released. The 2031
Indenture also provides substantial flexibility for the Company to enter into fundamental transactions involving the EchoPark Business. The 2031 Indenture provides that interest
on the 4.875% Notes will be payable semi-annually in arrears on May 15 and November 15 of each year beginning May 15, 2022. The 2031 Indenture also contains other
restrictive covenants and default provisions common for an issue of senior notes of this nature.
The 4.875% Notes will be redeemable at the Company’s option, in whole or in part, at any time on or after November 15, 2026 at the redemption prices (expressed as
percentages of the principal amount thereof) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, if redeemed during the
12-month period beginning on November 15 of the years set forth below:
Year
2026
2027
2028
2029
Redemption Price
102.438 %
101.625 %
100.813 %
100.000 %
Before November 15, 2026, the Company may redeem all or a part of the 4.875% Notes, subject to payment of a make-whole premium. In addition, the Company may
redeem on or before November 15, 2026 up to an aggregate of 35% of the aggregate principal of the 4.875% Notes at a price equal to 104.875% of the aggregate principal
amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, with the net cash proceeds from certain equity offerings.
2019 Mortgage Facility
On November 22, 2019, we entered into a delayed draw-term loan credit agreement, which was scheduled to mature on November 22, 2024 (the “2019 Mortgage
Facility”). On October 11, 2021, we entered into an amendment to the 2019 Mortgage Facility (the “Mortgage Facility Amendment”) to permit the consummation of the RFJ
Acquisition and the issuance of the 4.625% Notes and the 4.875% Notes. On November 17, 2022, we entered into an amendment to the 2019 Mortgage Facility (the “Second
Mortgage Facility Amendment”) to, among other things, extend the scheduled maturity date to November 17, 2027.
F-19
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On November 17, 2022, in connection with the closing of the Second Mortgage Facility Amendment, the Company incurred a term loan under the 2019 Mortgage
Facility with a principal amount of $320.0 million, with a portion of the proceeds used to repay the entire $77.6 million principal amount of the prior term loan. In addition, the
lenders under the 2019 Mortgage Facility committed to providing, upon the terms set forth in the Second Mortgage Facility Amendment and upon the pledging of sufficient
collateral by the Company, delayed draw-term loans in an aggregate principal amount up to $85.0 million (the “Delayed Draw Credit Facility”) and revolving loans in an
aggregate principal amount not to exceed $95.0 million outstanding. On November 18, 2022, the Company incurred a term loan under the Delayed Draw Credit Facility with a
principal amount of $7.0 million. The aggregate commitments of the lenders under the 2019 Mortgage Facility equal a total of $500.0 million, upon satisfaction of the conditions
set forth in the 2019 Mortgage Facility, including the appraisal and pledging of collateral of a specified value. The Second Mortgage Facility Amendment also amended the 2019
Mortgage Facility to, among other things: (1) replace the 2019 Mortgage Facility’s LIBOR-based Eurodollar reference interest rate option with a reference interest rate option
based upon one-month Term SOFR; and (2) make changes to the pricing grid for loans incurred under the 2019 Mortgage Facility, which is based on an incremental interest
margin calculated based on the Company’s Consolidated Total Lease Adjusted Leverage Ratio (as defined in the 2019 Mortgage Facility).
Under the 2019 Mortgage Facility, Sonic had an initial maximum borrowing limit of $500.0 million, which varies based on the appraised value of the real property
collateral underlying the 2019 Mortgage Facility. Based on balances as of December 31, 2023, we had $311.0 million of outstanding borrowings under the 2019 Mortgage
Facility and additional lender commitments of $173.0 million subject to the appraisal and pledging of additional real property collateral.
Amounts outstanding under the 2019 Mortgage Facility bear interest at: (1) a specified rate above one-month Term SOFR, ranging from 1.25% to 2.25% per annum
according to a performance-based pricing grid determined by the Company’s Consolidated Total Lease Adjusted Leverage Ratio as of the last day of the immediately preceding
fiscal quarter (the “Performance Grid”); or (2) a specified rate above the Base Rate (as defined in the 2019 Mortgage Facility), ranging from 0.25% to 1.25% per annum
according to the Performance Grid. Interest on the 2019 Mortgage Facility is paid monthly in arrears calculated using the Base Rate plus the Applicable Rate (as defined in the
2019 Mortgage Facility) according to the Performance Grid. Repayment of principal is scheduled to be $4.0 million per quarter from March 31, 2023 through December 31,
2024 and $6.0 million per quarter from March 31, 2025 through September 30, 2027 with the remaining balance due on the November 17, 2027 maturity date. Prior to the
November 17, 2027 maturity date, the Company reserves the right to prepay the principal amount outstanding at any time without premium or penalty provided the prepayment
amount exceeds $0.5 million. In addition, dividends greater than $0.12 per share are permitted subject to the limitations on restricted payments set forth in the 2021 Credit
Facilities.
The 2019 Mortgage Facility contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants, including
covenants which could restrict or prohibit indebtedness, liens, the payment of dividends and other restricted payments, capital expenditures and material dispositions and
acquisitions of assets, as well as other customary covenants and default provisions. Specifically, the 2019 Mortgage Facility permits quarterly cash dividends on our Class A and
Class B Common Stock up to $0.12 per share so long as no Event of Default (as defined in the 2019 Mortgage Facility) has occurred and is continuing and provided that we
remain in compliance with all financial covenants under the 2019 Mortgage Facility.
Mortgage Notes to Finance Companies
As of December 31, 2023, the weighted-average interest rate of our other outstanding mortgage notes (excluding the 2019 Mortgage Facility) was 5.25% (an increase
from 5.14% as of December 31, 2022) and the total outstanding mortgage principal balance of these notes (excluding the 2019 Mortgage Facility) was approximately $238.7
million. These mortgage notes require monthly payments of principal and interest through their respective maturities, are secured by the underlying properties and contain certain
cross-default provisions. Maturity dates for these mortgage notes range from 2024 to 2033.
Covenants
We have agreed under the 2021 Credit Facilities and the 2019 Mortgage Facility not to pledge any assets to any third parties (other than those explicitly allowed to be
pledged by the amended terms of the 2021 Credit Facilities and the 2019 Mortgage Facility), including other lenders, subject to certain stated exceptions, including floor plan
financing arrangements. In addition, the 2021 Credit Facilities and the 2019 Mortgage Facility contain certain negative covenants, including covenants which could restrict or
prohibit indebtedness, liens, the payment of dividends and other restricted payments, capital expenditures and material dispositions and acquisitions of assets, as well as other
customary covenants and default provisions.
F-20
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We were in compliance with the financial covenants under the 2021 Credit Facilities and the 2019 Mortgage Facility as of December 31, 2023. Financial covenants
include required specified ratios (as each is defined in the 2021 Credit Facilities and the 2019 Mortgage Facility) of:
Required ratio
December 31, 2023 actual
Minimum
Consolidated
Liquidity
Ratio
Covenant
Minimum
Consolidated
Fixed Charge
Coverage
Ratio
Maximum
Consolidated
Total Lease
Adjusted Leverage
Ratio
1.05
1.25
1.20
1.93
5.75
2.97
The 2021 Credit Facilities and the 2019 Mortgage Facility contain events of default, including cross defaults to other material indebtedness, change of control events and
other events of default customary for syndicated commercial credit facilities. Upon the future occurrence of an event of default, we could be required to immediately repay all
outstanding amounts under the 2021 Credit Facilities and the 2019 Mortgage Facility.
After giving effect to the applicable restrictions on the payment of dividends under our debt agreements, as of December 31, 2023, we had approximately $270.4 million
of net income and retained earnings free of such restrictions. We were in compliance with all restrictive covenants as of December 31, 2023.
In addition, many of our facility leases are governed by a guarantee agreement between the landlord and us that contains financial and operating covenants. The financial
covenants under the guarantee agreement are identical to those under the 2021 Credit Facilities and the 2019 Mortgage Facility with the exception of one additional financial
covenant related to the ratio of EBITDAR to Rent (as defined in the guarantee agreement) with a required ratio of no less than 1.50 to 1.00. As of December 31, 2023, the ratio
was 11.23 to 1.00.
Derivative Instruments and Hedging Activities
As of both December 31, 2023 and 2022, we had interest rate cap agreements designated as hedging instruments to limit our exposure to increases in one-month SOFR (as
of December 31, 2023) or LIBOR (as of December 31, 2022) rates above certain levels. Under the terms of the interest rate cap agreements, interest rates reset monthly. The
total unamortized premium amounts related to the outstanding interest rate caps were approximately $2.1 million and $1.7 million as of December 31, 2023 and 2022,
respectively, and will be amortized into income as a reduction of interest expense, other, net in the accompanying consolidated statements of operations over the remaining term
of the interest rate cap agreements. The fair value of the outstanding interest rate cap positions was a net asset of approximately $1.0 million at December 31, 2023 and $0.5
million at December 31, 2022, included in other assets in the accompanying consolidated balance sheet as of such dates. Under the terms of these agreements, we will receive
and pay interest based on the following:
Notional Amount
(In millions)
$
$
$
250.0
125.0
500.0
Cap Rate (1)
Receive Rate (1) (2)
Start Date
Maturing Date
5.000%
5.000%
5.000%
one-month SOFR
one-month SOFR
one-month SOFR
February 26, 2023
October 26, 2023
February 26, 2024
February 25, 2024
October 26, 2024
February 26, 2025
(1) Under these interest rate caps, no payment from the counterparty will occur unless the stated receive rate exceeds the stated cap rate, in which case a net payment to us from
the counterparty, based on the spread between the receive rate and the cap rate, will be recognized as a reduction of interest expense, other, net in the accompanying
consolidated statements of operations.
(2) The One-month SOFR was approximately 5.344% at December 31, 2023.
The interest rate caps have been designated and qualify as cash flow hedges and, as a result, changes in the fair value of these instruments are recorded in total other
comprehensive income (loss) before taxes in the accompanying consolidated statements of comprehensive operations. There was $0.7 million of incremental interest income (the
excess of interest received over interest paid) related to the interest rate caps for 2023 and none for 2022 and 2021. There are no amounts expected to be reclassified out of
accumulated other comprehensive income (loss) into results of operations during the next 12 months related to previously terminated interest rate swap financial instruments.
F-21
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. Income Taxes
The provision for income taxes - benefit (expense) consists of the following:
Current:
Federal
State
Total current
Deferred
Total provision for income taxes - benefit (expense)
2023
Year Ended December 31,
2022
(In millions)
2021
$
$
(62.6) $
(19.7)
(82.3)
18.6
(63.7) $
(93.8) $
(20.4)
(114.2)
12.7
(101.5) $
The reconciliation of the U.S. statutory federal income tax rate with our federal and state overall effective income tax rate is as follows:
U.S. statutory federal income tax rate
Effective state income tax rate
Valuation allowance adjustments
Uncertain tax positions
Effect of goodwill impairment and indefinite lived intangible assets
Non-deductible compensation
Other
Effective income tax rate
2023
Year Ended December 31,
2022
2021
21.0 %
6.1 %
(0.3)%
2.2 %
0.0 %
1.4 %
(4.1)%
26.3 %
21.0 %
7.8 %
(0.8)%
(0.1)%
24.9 %
2.2 %
(1.6)%
53.4 %
(80.4)
(16.6)
(97.0)
(12.3)
(109.3)
21.0 %
2.6 %
0.2 %
0.2 %
0.0 %
0.6 %
(0.7)%
23.9 %
Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for tax purposes. Significant components of our deferred tax assets and liabilities were as follows:
Deferred tax assets:
Accruals and reserves
State net operating loss carryforwards
Basis difference in liabilities related to right-of-use assets
Other
Total deferred tax assets
Deferred tax liabilities:
Basis difference in property and equipment
Basis difference in goodwill
Basis difference in right-of-use assets
Other
Total deferred tax liabilities
Valuation allowance
Net deferred tax asset (liability)
December 31, 2023
December 31, 2022
(In millions)
$
$
40.1 $
6.7
84.6
4.8
136.2
(2.5)
(13.2)
(71.3)
(2.3)
(89.3)
(6.3)
40.6 $
33.9
6.7
124.7
5.0
170.3
(14.3)
(6.3)
(119.3)
(2.8)
(142.7)
(5.6)
22.0
Net long-term deferred tax asset balances were approximately $40.6 million and $22.0 million at December 31, 2023 and 2022, respectively, and are recorded in other
assets on the accompanying consolidated balance sheets.
We have approximately $158.1 million in gross state net operating loss carryforwards that will expire between 2024 and 2043. Management reviews these carryforward
positions, the time remaining until expiration and other opportunities to realize these carryforwards in making an assessment as to whether it is more likely than not that these
carryforwards will be realized.
F-22
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The results of future operations, regulatory framework of the taxing authorities and other related matters cannot be predicted with certainty and, therefore, differences from the
assumptions used in the development of management’s judgment could occur. As of December 31, 2023, we had recorded a valuation allowance amount of approximately $ 6.3
million related to certain state net operating loss carryforward deferred tax assets as we determined that we would not be able to generate sufficient state taxable income in the
related entities to realize the accumulated net operating loss carryforward balances. The increase from the prior year is primarily due to the additional amount needed for
EchoPark net operating losses.
Sonic and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. Sonic’s 2020 through 2023 U.S. federal income tax
returns remain open to examination by the U.S. Internal Revenue Service. Sonic’s and its subsidiaries’ state income tax returns remain open to examination by state taxing
authorities for years ranging from 2019 to 2023.
8. Related Parties
Certain of our dealerships purchase the zMAX micro-lubricant from Oil-Chem Research Corporation (“Oil-Chem”), a subsidiary of Speedway Motorsports, LLC
(“Speedway Motorsports”), for resale to Fixed Operations guests of our dealerships in the ordinary course of business. Marcus G. Smith, a director and a greater than 10%
beneficial owner of Sonic, is a director and the Chief Executive Officer and President of Speedway Motorsports and a director and an officer of Sonic Financial Corporation
(“SFC”), which is the largest stockholder of Sonic; B. Scott Smith, a director and a greater than 10% beneficial owner of Sonic, is a co-owner, director and an officer of both
Speedway Motorsports and SFC; Michael Hodge, a director of Sonic, is the Chief Financial Officer of Speedway Motorsports and SFC; and William R. Brooks, a director of
Sonic, is Vice Chairman of Speedway Motorsports and a director and an officer at SFC. Total purchases from Oil-Chem by our dealerships were approximately $ 1.2 million,
$1.1 million and $1.2 million in 2023, 2022 and 2021, respectively. We also engaged in other transactions with various Speedway Motorsports subsidiaries, consisting primarily
of: (1) merchandise and apparel purchases from SMISC Holdings, LLC (d/b/a SMI Properties) (“SMISC”) for approximately $0.9 million, $0.8 million and $0.7 million in 2023,
2022 and 2021, respectively; and (2) vehicle sales to various Speedway Motorsports subsidiaries which were approximately $0.2 million, $0.04 million and $0.1 million in 2023,
2022 and 2021, respectively.
The Company entered into a Sponsorship Agreement between EchoPark Automotive, Inc., a subsidiary of Sonic (“EchoPark Automotive”), and SMISC pursuant to which
EchoPark Automotive agreed to be an official sponsor of a NASCAR Cup Series race and related events scheduled to be held annually in Austin, Texas (the “NASCAR Event”).
In exchange for the right to sponsor the NASCAR Event, EchoPark Automotive paid an annual sponsor fee of $2.5 million to SMISC in 2021, 2022, 2023 and 2024.
We participate in various aircraft-related transactions with SFC, a privately held company controlled by David Bruton Smith, our Chairman and Chief Executive Officer,
and Marcus G. Smith and B. Scott Smith, both directors of Sonic, and of which Michael Hodge and William R. Brooks, directors of Sonic, are officers. Such transactions
include, but are not limited to, the use of aircraft owned by SFC for business-related travel by our executives, a management agreement with SFC for storage and maintenance of
aircraft leased by us from unrelated third parties and the use of our aircraft for business-related travel by certain affiliates of SFC. We incurred net expenses of approximately
$1.6 million, $0.1 million and $1.5 million in 2023, 2022 and 2021, respectively, for transactions with SFC.
9. Capital Structure and Per Share Data
Preferred Stock - We have 3,000,000 shares of “blank check” preferred stock authorized with such designations, rights and preferences as may be determined from time
to time by our Board of Directors. Our Board of Directors has designated 300,000 shares of preferred stock as Class A Convertible Preferred Stock, par value $0.10 per share
(the “Preferred Stock”), which is divided into 100,000 shares of Series I Preferred Stock, 100,000 shares of Series II Preferred Stock and 100,000 shares of Series III Preferred
Stock. There were no shares of Preferred Stock issued or outstanding at December 31, 2023 or 2022.
Common Stock - We have two classes of common stock. We have authorized 100,000,000 shares of Class A Common Stock at a par value of $0.01 per share. Class A
Common Stock entitles its holder to one vote per share. We have also authorized 30,000,000 shares of Class B Common Stock at a par value of $0.01 per share. Class B
Common Stock entitles its holder to 10 votes per share, except in certain circumstances. Each share of Class B Common Stock is convertible into one share of Class A Common
Stock either upon voluntary conversion at the option of the holder, or automatically upon the occurrence of certain events, as provided in our Amended and Restated Certificate
of Incorporation. The two classes of common stock share equally in dividends and in the event of liquidation.
F-23
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Share Repurchases - Prior to December 31, 2022, our Board of Directors had approved cumulative authorizations allowing us to expend up to $1.5 billion to repurchase
shares of our Class A Common Stock. As of December 31, 2023, we had repurchased a total of approximately 46.7 million shares of Class A Common Stock at an average price
per share of approximately $25.80. As of December 31, 2023, we had approximately $286.7 million remaining under our Board’s share repurchase authorization. Prior to
January 1, 2023, we redeemed and retired 13,801.5 shares of the Preferred Stock at an average price of $1,000 per share.
Per Share Data - The calculation of diluted earnings per share considers the potential dilutive effect of restricted stock units, restricted stock awards and stock options
granted under Sonic’s stock compensation plans (and any non-forfeitable dividends paid on such awards), in addition to Class A Common Stock purchase warrants, if applicable.
10. Employee Benefit Plans
Substantially all of our employees are eligible to participate in a 401(k) plan. Matching contributions by us to our 401(k) plans were approximately $13.2 million, $12.1
million and $10.4 million in 2023, 2022 and 2021, respectively.
Stock Compensation Plans
We currently have two active stock compensation plans: the Sonic Automotive, Inc. 2012 Stock Incentive Plan (the “2012 Plan”) and the Sonic Automotive, Inc. 2012
Formula Restricted Stock and Deferral Plan for Non-Employee Directors (the “2012 Formula Plan”). Collectively, these plans are referred to as the “Stock Plans.” During the
second quarter of 2012, our stockholders voted to approve the 2012 Plan and the 2012 Formula Plan, with authorization for issuance of 2,000,000 shares of Class A Common
Stock and 300,000 shares of Class A Common Stock, respectively. During the second quarter of 2015, our stockholders voted to increase the number of shares of Class A
Common Stock authorized for issuance under the 2012 Plan from 2,000,000 shares to 4,000,000 shares. During the second quarter of 2017, our stockholders voted to increase the
number of shares of Class A Common Stock authorized for issuance under the 2012 Formula Plan from 300,000 shares to 500,000 shares. During the second quarter of 2019, our
stockholders voted to increase the number of shares of Class A Common Stock authorized for issuance under the 2012 Plan from 4,000,000 shares to 6,000,000 shares. During
the second quarter of 2021, our stockholders voted to increase the number of shares of Class A Common Stock authorized for issuance under the 2012 Plan from 6,000,000
shares to 8,000,000 shares. During the second quarter of 2023, our stockholders voted to increase the number of shares of Class A Common Stock authorized for issuance under
the 2012 Formula Plan from 500,000 shares to 600,000 shares.
The Stock Plans were adopted by our Board of Directors in order to attract and retain key personnel. Under the 2012 Plan, options to purchase shares of Class A Common
Stock may be granted to key employees of Sonic and its subsidiaries and to officers, directors, consultants and other individuals providing services to us. The options are granted
at the fair market value of our Class A Common Stock at the date of grant, typically vest over a period of three years, are exercisable upon vesting and typically expire 10 years
from the date of grant. The 2012 Plan also authorizes the issuance of restricted stock awards and restricted stock units. Restricted stock award and restricted stock unit grants
under the 2012 Plan typically vest over a period ranging from one to three years, but may be longer in certain cases. The 2012 Formula Plan provides for grants of restricted stock
awards or deferred restricted stock units to non-employee directors and restrictions on those shares expire on the earlier of the first anniversary of the grant date or the day before
the next annual meeting of our stockholders, except to the extent that such grant is considered an interim grant for a newly elected non-employee director, in which case,
restrictions on those shares expire on the first anniversary of the grant date. Individuals holding non-vested restricted stock awards granted under the 2012 Plan and the 2012
Formula Plan have voting rights and certain grants may receive dividends on non-vested shares. Individuals holding restricted stock units or options granted under the 2012 Plan
do not have voting or dividend rights. We issue new shares of Class A Common Stock to employees and directors to satisfy our option exercise and stock grant obligations. To
offset the effects of these transactions, we have historically repurchased shares of our outstanding Class A Common Stock after considering cash flow, market conditions and
other factors; however, there is no guarantee that this will occur in future periods.
F-24
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A summary of the status of the stock options related to the Stock Plans is presented below:
Options
Outstanding
Exercise Price
Per Share
(Low - High)
Weighted-Average
Exercise Price Per
Share
Weighted-
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Balance at December 31, 2022
Exercised
Balance at December 31, 2023
Exercisable
1.2
(0.7)
0.5
0.5
$
$
$
$
Weighted-average grant date fair value per option
Intrinsic value of stock options exercised
(In millions, except per share data, term in years)
$
$
$
16.76
16.76
16.76
16.76 - 16.76
16.76 - 16.76
16.76 - 16.76
16.76 - 16.76
$
16.76
7.3 $
6.3 $
6.3 $
2023
Year Ended December 31,
2022
(In millions, except per option amounts)
4.17 $
27.8 $
4.17 $
18.0 $
2021
$
$
40.2
18.6
18.6
4.17
15.4
A summary of the status of the non-vested restricted stock award and restricted stock unit grants related to the Stock Plans is presented below:
Balance at December 31, 2022
Granted
Forfeited
Vested
Balance at December 31, 2023
Non-Vested
Restricted
Stock Awards
and Restricted
Stock Units
Weighted-
Average
Grant Date
Fair Value
per Share
(In millions, except per share data)
1.5 $
0.4 $
— $
(0.3) $
1.6 $
36.12
54.58
47.68
47.18
39.72
During 2023, approximately 412,000 restricted stock units were awarded to our executive officers and other key associates under the 2012 Plan. Awards vest over three
years. The majority of the restricted stock units awarded to executive officers and other key associates are subject to forfeiture, in whole or in part, based upon continuation of
employment and compliance with any restrictive covenants contained in an agreement between us and the respective executive officer or other key associate. Also in 2023,
approximately 40,000 restricted stock units were granted to our Board of Directors pursuant to the 2012 Formula Plan and vest on the earlier of the first anniversary of the grant
date or the day before the next annual meeting of our stockholders, except to the extent that such grant is considered an interim grant for a newly elected non-employee director,
in which case, restrictions on those shares vest on the first anniversary of the grant date. We recognized compensation expense within selling, general and administrative expenses
related to stock options, restricted stock units and restricted stock awards of approximately $23.3 million, $20.5 million and $15.0 million in 2023, 2022 and 2021, respectively.
Tax benefits recognized related to restricted stock unit and restricted stock award compensation expense were approximately $6.6 million, $5.6 million and $4.0 million
for 2023, 2022 and 2021, respectively. Total compensation cost related to non-vested restricted stock units and restricted stock awards not yet recognized at December 31, 2023
was approximately $39.8 million and is expected to be recognized over a weighted-average period of approximately 2.9 years.
Supplemental Executive Retirement Plan
On December 7, 2009, the Compensation Committee of our Board of Directors approved and adopted the Sonic Automotive, Inc. Supplemental Executive Retirement
Plan (the “SERP”) to be effective as of January 1, 2010. The SERP is a non-qualified deferred compensation plan that is unfunded for federal tax purposes. The SERP includes
13 active or former members of senior management at December 31, 2023. The purpose of the SERP is to attract and retain key members of management by providing a
retirement benefit in addition to the benefits provided by our tax-qualified and other non-qualified deferred compensation plans.
F-25
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table sets forth the status of the SERP:
Change in projected benefit obligation:
Obligation at January 1
Service cost
Interest cost
Actuarial loss (gain)
Benefits paid
Obligation at December 31 (1)
Accumulated benefit obligation
Year Ended December 31,
2023
2022
(In millions)
20.7 $
1.1
1.0
(0.1)
(0.4)
22.3 $
17.8 $
23.5
1.6
0.6
(4.6)
(0.4)
20.7
15.5
$
$
$
(1) As of December 31, 2023, approximately $0.4 million was included in other accrued liabilities and approximately $21.9 million was included in other long-term liabilities
in the accompanying consolidated balance sheet as of such date. As of December 31, 2022, approximately $0.4 million was included in other accrued liabilities and
approximately $20.3 million was included in other long-term liabilities in the accompanying consolidated balance sheet as of such date.
Change in fair value of plan assets:
Plan assets at January 1
Actual return on plan assets
Employer contributions
Benefits paid
Plan assets at December 31
Funded status recognized
The following table provides the cost components of the SERP:
Service cost
Interest cost
Amortization of gain (loss)
Net pension expense (benefit)
F-26
Year Ended December 31,
2023
2022
(In millions)
— $
—
0.4
(0.4)
—
(22.3) $
Year Ended December 31,
2023
2022
(In millions)
1.1 $
1.0
(0.2)
1.9 $
—
—
0.4
(0.4)
—
(20.7)
1.6
0.6
—
2.2
$
$
$
$
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The weighted-average assumptions used to determine the benefit obligation and net periodic benefit costs consist of:
Discount rate
Rate of compensation increase
As of December 31,
2023
2022
4.76 %
3.00 %
4.93 %
3.00 %
The estimated future benefit payments expected to be paid for each of the next five years and the sum of the payments expected for the next five years thereafter are:
Year Ending December 31,
2024
2025
2026
2027
2028
2029 - 2033
Multiemployer Benefit Plan
Estimated Future Benefit
Payments
(In millions)
$
$
$
$
$
$
0.4
0.4
0.4
0.5
0.5
8.2
Three of our dealership subsidiaries in northern California currently make fixed-dollar contributions to the Automotive Industries Pension Plan (the “AI Pension Plan”)
pursuant to collective bargaining agreements between our subsidiaries and the International Association of Machinists (the “IAM”)). The AI Pension Plan is a “multiemployer
plan” as defined under the Employee Retirement Income Security Act of 1974, as amended. Three of our dealership subsidiaries actively contribute to the AI Pension Plan
pursuant to collective bargaining agreements with the IAM. These subsidiaries employ approximately 160 individuals, which constitutes less than 2% of our total workforce. The
risks of participating in this multiemployer pension plan are different from single-employer plans in the following aspects:
•
•
•
assets contributed to the multiemployer pension plan by one employer may be used to provide benefits to employees of other participating employers;
if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and
if we choose to stop participating in the multiemployer pension plan, we may be required to pay the plan an amount based on the underfunded status of the plan, referred to
as a withdrawal liability.
Our participation in the AI Pension Plan for 2023, 2022 and 2021 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employee
Identification Number (the “EIN”). Unless otherwise noted, the most recent Pension Protection Act of 2006 (the “PPA”) zone status available in the years ended December 31,
2023 and 2022 is for the plan’s year-end at December 31, 2022 and 2021, respectively. The zone status is based on information that we received from the AI Pension Plan.
Among other factors, plans in the red zone are generally less than 65% funded (“Critical Status”), plans in the yellow zone are less than 80% funded and plans in the green zone
are at least 80% funded. The “FIP/RP Status - Pending/Implemented” column indicates plans for which a Financial Improvement Plan (“FIP”) or a Rehabilitation Plan (“RP”) is
either pending or has been implemented. The last column lists the expiration dates of the collective bargaining agreements to which the plan is subject. The number of employees
covered by the AI Pension Plan increased 4.3% from December 31, 2021 to December 31, 2022 and increased 9.6% from December 31, 2022 to December 31, 2023, affecting
the period-to-period comparability of the contributions for 2023, 2022 and 2021.
F-27
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Pension
Protection
Act Zone
Status
FIP/RP Status
Pension Fund
EIN/Pension Plan
Number
2023
2022
Pending /Implemented
Sonic Contributions
Year Ended December 31,
2022
(In millions)
2023
2021
Surcharge
Imposed
Collective Bargaining
Agreement Expiration Date
AI Pension Plan
94-1133245
Red
Red
RP Implemented
$0.2
$0.2
$0.1
Yes
Between
November 2024
and January 2025
Our participating dealership subsidiaries were not listed in the AI Pension Plan’s Form 5500 as providing more than 5% of the total contributions for the plan years ended
December 31, 2023 and 2022. In June 2006, we received information that the AI Pension Plan was substantially underfunded as of December 31, 2005. In July 2007, we received
updated information that the AI Pension Plan continued to be substantially underfunded as of December 31, 2006, with the amount of such underfunding increasing versus year
end 2005. In March 2008, the Board of Trustees of the AI Pension Plan notified participants, participating employers and local unions that the AI Pension Plan’s actuary, in
accordance with the requirements of the PPA, had issued a certification that the AI Pension Plan was in Critical Status effective with the plan year commencing January 1, 2008.
In conjunction with the AI Pension Plan’s Critical Status, the Board of Trustees of the AI Pension Plan adopted a RP that implemented reductions or eliminations of certain
adjustable benefits that were previously available under the AI Pension Plan (including some forms of early retirement benefits, and disability and death benefits, among other
items), and also implemented a requirement on all participating employers to increase employer contributions to the AI Pension Plan for a seven-year period which commenced in
2013. As of April 2015, the AI Pension Plan’s actuary certified that the AI Pension Plan remained in Critical Status for the plan year commencing January 1, 2015. According to
publicly available information, in September 2016, the AI Pension Plan made a formal application for approval of suspension of benefits with the U.S. Treasury Department,
which, if approved by the U.S. Treasury Department, would have implemented a benefit reduction effective July 1, 2017 for participants in the AI Pension Plan. The filing
included an Actuarial Certification of Plan Status as of January 1, 2016 that the AI Pension Plan previously filed with the U.S. Internal Revenue Service on March 30, 2016,
which reported that the AI Pension Plan was in critical and declining status as of January 1, 2016 and further notified that the AI Pension Plan is making the scheduled progress
in meeting the requirements of the plan’s previously adopted RP. The September 2016 filing with the U.S. Treasury Department also included an Actuarial Certification of Plan
Solvency as of July 1, 2016 with the actuarial firm’s projection that the proposed suspensions of benefits are reasonably estimated to enable the AI Pension Plan to avoid
insolvency assuming the proposed suspensions of benefits continue indefinitely. In May 2017, the U.S. Treasury Department denied the application to suspend benefits but noted
that it remains willing to discuss the issues presented in the September 2016 formal application for suspension of benefits. As of April 2023, the AI Pension Plan’s actuary
certified that the AI Pension Plan remained in Critical Status for the plan year commencing January 1, 2023, with the projected pension liability underfunded by approximately
$1.0 billion and projected to become insolvent in the 2032 plan year. In July 2023, the Pension Benefit Guaranty Corporation (the “PBGC”) approved an application by the AI
Pension Plan for special financial assistance in the amount of approximately $1.1 billion to address the underfunded status of the plan.
Under applicable federal law, any employer contributing to a multiemployer pension plan that completely ceases participating in the plan while the plan is underfunded is
subject to payment of such employer’s assessed share of the aggregate unfunded vested benefits of the plan. In certain circumstances, an employer can be assessed withdrawal
liability for a partial withdrawal from a multiemployer pension plan. In addition, if the financial condition of the AI Pension Plan were to deteriorate to the point that the AI
Pension Plan is forced to terminate and be administered by the PBGC, the participating employers could be subject to assessments by the PBGC to cover the participating
employers’ assessed share of the unfunded vested benefits. If any of these adverse events were to occur in the future, it could result in a substantial withdrawal liability
assessment to us.
11. Fair Value Measurements
In determining fair value, Sonic uses various valuation approaches, including market, income and/or cost approaches. “Fair Value Measurements and Disclosures” in the
ASC establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that
the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market
data obtained from sources independent of Sonic. Unobservable inputs are inputs that reflect Sonic’s assumptions about the assumptions market participants would use in pricing
the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as
follows:
F-28
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that Sonic has the ability to access. Assets utilizing Level 1 inputs include
marketable securities that are actively traded, including Sonic’s stock or public bonds.
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Assets and
liabilities utilizing Level 2 inputs include cash flow swap instruments and deferred compensation plan balances.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Asset and liability measurements utilizing Level 3 inputs
include those used in estimating fair value of non-financial assets and non-financial liabilities in purchase acquisitions, those used in assessing impairment of right-of-use assets
(“ROU assets”), property, plant and equipment and other intangibles, and those used in the reporting unit valuation in the goodwill impairment evaluation.
The availability of observable inputs can vary and is affected by a wide variety of factors. To the extent that valuation is based on models or inputs that are less
observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment required by Sonic in determining fair
value is greatest for assets and liabilities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In
such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input (Level
3 being the lowest level) that is significant to the fair value measurement.
Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific
measure. Therefore, even when market assumptions are not readily available, Sonic’s own assumptions are set to reflect those that market participants would use in pricing the
asset or liability at the measurement date. Sonic uses inputs that are current as of the measurement date, including during periods when the market may be abnormally high or
abnormally low. Accordingly, fair value measurements can be volatile based on various factors that may or may not be within Sonic’s control.
Assets and liabilities recorded at fair value in the accompanying consolidated balance sheets as of December 31, 2023 and 2022 were as follows:
Assets:
Cash surrender value of life insurance policies (1)
Interest rate caps designated as hedges (2)
Total assets
Fair Value Based on
Significant Other Observable
Inputs (Level 2)
December 31, 2023
December 31, 2022
$
$
(In millions)
42.9 $
1.0
43.9 $
38.2
—
38.2
(1) Included in other assets in the accompanying consolidated balance sheets.
(2) As of December 31, 2023, approximately $1.0 was included in other current assets in the accompanying audited condensed balance sheets.
In conjunction with the approximately $75.2 million charge recorded during the second quarter of 2023 and the subsequent $4.8 million charge recorded in the third
quarter of 2023 related to our decisions to indefinitely suspend operations at certain EchoPark locations and to close certain Northwest Motorsport stores discussed above, Sonic
was required to adjust certain real estate assets to fair value on a non-recurring basis. After $5.7 million of adjustments during the second quarter of 2023, the recorded balances
were $55.5 million at June 30, 2023. The book value of such assets may be reevaluated as changes in circumstances require. Additionally, in the fourth quarter of 2023, we
recorded $16.7 million of impairment charges, of which, $6.5 million was related to right-of-use assets and $10.2 million was related to fixed assets.
Nonfinancial assets such as goodwill, other intangible assets, and long-lived assets held and used are measured at fair value when there is an indicator of impairment and
recorded at fair value only when impairment is recognized or for a business combination. The fair values less costs to sell of long-lived assets or assets held for sale are assessed
each reporting period they remain classified as held for sale. Subsequent changes in the held for sale long-lived assets or assets held for sale group’s fair value less cost to sell
(increase or decrease) are reported as an adjustment to its carrying amount, except that the adjusted carrying amount cannot exceed the carrying amount of the long-lived asset or
disposal group at the time it was initially classified as held for sale.
F-29
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents assets measured and recorded at fair value on a nonrecurring basis during the year ended December 31, 2022:
Goodwill (1)
Franchise rights and other (1)
(1) See Note 5, “Goodwill and Intangible Assets.”
2022
Fair Value
Measurements Using
Significant
Unobservable
Inputs
(Level 3)
Gain/
(Loss)
$
$
(in millions)
$
$
—
254.7
(202.9
(116.4
As of December 31, 2023 and 2022, the fair values of Sonic's financial instruments, including receivables, notes receivable from finance contracts, notes payable - floor
plan, trade accounts payable, borrowings under the revolving credit facilities and certain mortgage notes, approximated their carrying values due either to length of maturity or
existence of variable interest rates that approximate prevailing market rates.
At December 31, 2023 and 2022, the fair value and carrying value of Sonic’s significant fixed rate long-term debt were as follows:
4.875% Notes (1)
4.625% Notes (1)
Mortgage Notes (2)
December 31, 2023
December 31, 2022
Fair Value
Carrying Value
Fair Value
Carrying Value
$
$
$
447.5 $
591.5 $
156.6 $
(In millions)
500.0 $
650.0 $
163.0 $
390.3 $
519.5 $
174.0 $
500.0
650.0
186.6
(1) As determined by market quotations as of December 31, 2023 and 2022, respectively (Level 2).
(2) As determined by the DCF method (Level 2).
12. Commitments and Contingencies
Guarantees and Indemnification Obligations
In accordance with the terms of our operating lease agreements, our dealership subsidiaries, acting as lessees, generally agree to indemnify the lessor from certain
exposure arising as a result of the use of the leased premises, including environmental exposure and repairs to leased property upon termination of the lease. In addition, we have
generally agreed to indemnify the lessor in the event of a breach of the lease by the lessee.
In connection with dealership dispositions and facility relocations, certain of our subsidiaries have assigned or sublet to the buyer their interests in real property leases
associated with such dealerships. In general, the subsidiaries retain responsibility for the performance of certain obligations under such leases, including rent payments and
repairs to leased property upon termination of the lease, to the extent that the assignee or the sublessee does not perform. In the event an assignee or a sublessee does not perform
its obligations, Sonic remains liable for such obligations.
In accordance with the terms of agreements entered into for the sales of our dealerships, we generally agree to indemnify the buyer from certain liabilities and costs arising
subsequent to the date of sale, including environmental exposure and exposure resulting from the breach of representations or warranties made in accordance with the
agreements. While our exposure with respect to environmental remediation is difficult to quantify, our maximum exposure associated with these general indemnifications was
approximately $8.0 million as of December 31, 2023 and there was not any material exposure with respect to these indemnifications as of December 31, 2022. These
indemnifications typically expire within a period of one to three years following the date of sale. The estimated fair value of these indemnifications was not material and the
amount recorded for this contingency was not significant at December 31, 2023.
We also guarantee the floor plan commitments of our 50%-owned joint venture, and the amount of such guarantee was approximately $4.3 million at December 31, 2023.
F-30
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Legal Matters
Sonic is involved, and expects to continue to be involved, in various legal and administrative proceedings arising out of the conduct of its business, including regulatory
investigations and private civil actions brought by plaintiffs purporting to represent a potential class or for which a class has been certified. Although Sonic vigorously defends
itself in all legal and administrative proceedings, the outcomes of pending and future proceedings arising out of the conduct of Sonic’s business, including litigation with
customers, employment-related lawsuits, contractual disputes, class actions, purported class actions and actions brought by governmental authorities, cannot be predicted with
certainty. An unfavorable resolution of one or more of these matters could have a material adverse effect on Sonic’s business, financial condition, results of operations, cash
flows or prospects.
There were no significant liabilities related to legal matters as of December 31, 2023 and December 31, 2022.
13. Accumulated Other Comprehensive Income (Loss)
The changes in accumulated other comprehensive income (loss) are as follows:
Balance at December 31, 2020
Other comprehensive income (loss) before reclassifications (1)
Amounts reclassified out of accumulated other comprehensive income (loss)
Net current-period other comprehensive income (loss)
Balance at December 31, 2021
Other comprehensive income (loss) before reclassifications (2)
Amounts reclassified out of accumulated other comprehensive income (loss)
Net current-period other comprehensive income (loss)
Balance at December 31, 2022
Other comprehensive income (loss) before reclassifications (3)
Amounts reclassified out of accumulated other comprehensive income (loss) (4)
Net current-period other comprehensive income (loss)
Balance at December 31, 2023
Gains and (Losses) on
Cash Flow Hedges
Defined Benefit
Pension Plan
(In millions)
Total Accumulated Other
Comprehensive Income
(Loss)
$
$
$
$
(1.5) $
1.0
—
1.0
(0.5) $
(0.4)
—
(0.4)
(0.9) $
0.6
(0.5)
0.1
(0.8) $
(2.1) $
1.3
—
1.3
(0.8) $
3.3
—
3.3
2.5 $
(0.1)
—
(0.1)
2.4 $
(3.6)
2.3
—
2.3
(1.3)
2.9
—
2.9
1.6
0.5
(0.5)
—
1.6
(1) Net of tax expense of $0.5 million related to gains on cash flow hedges and tax expense of $0.5 million related to the defined benefit pension plan.
(2) Net of tax benefit of $0.1 million related to losses on cash flow hedges and tax expense of $1.3 million related to the defined benefit pension plan.
(3) Net of tax expense of $0.2 million related to losses on cash flow hedges and no tax expense or benefit related to the defined benefit pension plan.
(4) Net of tax benefit of $0.2 million related to gains on cash flow hedges.
See the heading “Derivative Instruments and Hedging Activities” in Note 6, “Long-Term Debt,” for further discussion of our cash flow hedges. For further discussion of
our defined benefit pension plan, see Note 10, “Employee Benefit Plans.”
14. Segment Information
As of December 31, 2023, 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,” for additional discussion of our operating segments. Sonic has determined that its
operating segments also represent its reportable segments.
F-31
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 to assess operating performance and allocate resources. Sonic’s chief operating decision maker 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.
Reportable segment financial information for the three years ended December 31, 2023 were as follows:
Segment Revenues:
Franchised Dealerships Segment Revenues:
Retail new vehicles
Fleet new vehicles
Total new vehicles
Used vehicles
Wholesale vehicles
Parts, service and collision repair
Finance, insurance and other, net
Franchised Dealerships Segment revenues
EchoPark Segment Revenues:
Retail new vehicles
Used vehicles
Wholesale vehicles
Finance, insurance and other, net
EchoPark Segment revenues
Powersports Segment Revenues:
Retail new vehicles
Used vehicles
Wholesale vehicles
Parts, service and collision repair
Finance, insurance and other, net
Powersports Segment revenues
Total consolidated revenues
Segment Income (Loss) (1):
Franchised Dealerships Segment (2)
EchoPark Segment (3)
Powersports Segment
Total segment income (loss)
Impairment charges (4)
Income (loss) before taxes
(1) Segment income (loss) for each segment is defined as income (loss) before taxes and impairment charges.
F-32
2023
Year Ended December 31,
2022
(In millions)
2021
6,215.0 $
92.2
6,307.2 $
3,050.3
204.5
1,714.2
498.6
11,774.8 $
1.0 $
2,143.8
111.7
177.9
2,434.4 $
88.6 $
19.5
2.6
45.3
7.2
163.2 $
5,581.6 $
99.4
5,681.0 $
3,391.5
314.0
1,588.0
510.1
11,484.6 $
9.2 $
2,116.8
170.6
166.4
2,463.0 $
31.8 $
7.1
0.3
11.7
2.6
53.5 $
4,984.4
124.6
5,109.0
2,901.0
257.2
1,340.4
443.5
10,051.1
9.0
2,032.6
110.0
193.7
2,345.3
—
—
—
—
—
—
14,372.4 $
14,001.1 $
12,396.4
2023
Year Ended December 31,
2022
(In millions)
2021
448.0 $
(132.5)
5.7
321.2 $
(79.3)
241.9 $
641.6 $
(133.9)
2.7
510.4 $
(320.4)
190.0 $
530.3
(72.0)
—
458.3
(0.1)
458.2
$
$
$
$
$
$
$
$
$
$
$
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(2) For the year ended December 31, 2023, amount includes approximately $20.9 million of pre-tax gain net gain on the disposal of franchised dealerships, partially offset by a
$1.9 million pre-tax net loss related to property damage. For the year ended December 31, 2022, amount includes approximately $9.1 million of pre-tax net gain on disposal
of property, plant, and equipment, partially offset by an approximately $4.4 million pre-tax charge for long-term compensation expense. For the year ended December 31,
2021, amount includes approximately $15.5 million of pre-tax net loss on the extinguishment of debt, and approximately $1.8 million of pre-tax net gain on the disposal of
franchised dealerships.
(3) For the year ended December 31, 2023, amount includes approximately $19.7 million of pre-tax net loss primarily related to the indefinite suspension of operations at
certain EchoPark locations that occurred in the second and third quarter of 2023. For the year ended December 31, 2021, amount includes approximately $6.5 million of
long-term compensation-related expenses.
(4) For the year ended December 31, 2023, amount includes approximately $1.0 million of pre-tax property and equipment impairment charges for the Franchised Dealerships
Segment and $78.3 million of pre-tax impairment charges related to property and equipment, lease right-of-use assets, and other assets for the EchoPark Segment. For the
year ended December 31, 2022, amount includes approximately $115.5 million of pre-tax franchise asset and property and equipment impairment charges for the Franchised
Dealerships Segment and $204.9 million of pre-tax goodwill and franchise asset impairment charges for the EchoPark Segment. For the year ended December 31, 2021,
amount includes approximately $0.1 million of pre-tax property and equipment impairment charges for the EchoPark Segment.
Impairment charges:
Franchised Dealerships Segment
EchoPark Segment
Powersports Segment
Total impairment charges
Depreciation and amortization:
Franchised Dealerships Segment
EchoPark Segment
Powersports Segment
Total depreciation and amortization
Floor plan interest expense:
Franchised Dealerships Segment
EchoPark Segment
Powersports Segment
Total floor plan interest expense
2023
Year Ended December 31,
2022
(In millions)
2021
1.0 $
78.3
—
79.3 $
115.5 $
204.9
—
320.4 $
—
0.1
—
0.1
2023
Year Ended December 31,
2022
(In millions)
2021
112.3 $
26.6
3.4
142.3 $
101.8 $
24.7
1.0
127.5 $
84.8
16.3
—
101.1
2023
Year Ended December 31,
2022
(In millions)
2021
49.2 $
17.4
0.6
67.2 $
23.6 $
10.7
—
34.3 $
11.8
4.9
—
16.7
$
$
$
$
$
$
F-33
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2023
Year Ended December 31,
2022
(In millions)
2021
109.7 $
3.2
1.7
114.6 $
85.0 $
3.9
1.0
89.9 $
2023
Year Ended December 31,
2022
(In millions)
2021
181.4 $
15.3
6.9
203.6 $
130.3 $
96.6
0.2
227.1 $
46.3
1.7
—
48.0
204.6
93.6
—
298.2
$
$
$
$
December 31,
2023
2022
(In millions)
$
$
4,455.8 $
667.9
212.0
28.9
5,364.6 $
4,363.7
267.6
117.8
229.2
4,978.3
Interest expense, other, net:
Franchised Dealerships Segment
EchoPark Segment
Powersports Segment
Total interest expense, other, net
Capital expenditures:
Franchised Dealerships Segment
EchoPark Segment
Powersports Segment
Total capital expenditures
Assets:
Franchised Dealerships Segment
EchoPark Segment
Powersports Segment
Corporate and other:
Cash and cash equivalents
Total assets
15. Leases
The majority of our leases are related to dealership properties that are subject to long-term lease arrangements. In addition, we have certain equipment leases and contracts
containing embedded leased assets that have been evaluated and included in the recorded Right of Use assets (“ROU”) asset and lease liabilities as appropriate.
The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease
commencement date, plus any initial direct costs incurred or previously recognized favorable lease assets, less any lease incentives received or previously recognized lease exit
accruals. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus
(minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis
over the lease term. For finance leases, the ROU asset is reduced using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the
end of the lease term unless the lease transfers ownership of the underlying asset to us or we are reasonably certain to exercise an option to purchase the underlying asset. In those
cases, the ROU asset is reduced over the expected useful life of the underlying asset. Expense related to the reduction of the ROU asset is recognized and presented separately
from interest expense on the lease liability.
Variable lease payments associated with our leases are recognized when the event, activity or circumstance in the lease agreement on which those payments are assessed
occurs. Variable lease payments are presented as operating expense in our consolidated statements of operations in the same line item as expense arising from fixed lease
payments (operating leases) or expense related to the reduction of the ROU asset (finance leases).
F-34
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ROU assets for operating and finance leases are periodically reduced by impairment losses. We use the long-lived assets impairment guidance in ASC Topic 360,
“Property, Plant, and Equipment,” to determine whether the ROU asset is impaired and, if so, the amount of the impairment loss to recognize.
We regularly monitor events or changes in circumstances that may require a reassessment of one of our leases. When a reassessment results in the remeasurement of a
lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to
an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss.
Key estimates and judgments related to the measurement and recording of ROU assets and lease liabilities include how we determine: (1) the discount rate used to
discount the unpaid lease payments to present value; and (2) the expected lease term, including any extension options.
ASC Topic 842, “Leases,” requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined,
its incremental borrowing rate. Generally, we cannot determine the interest rate implicit in the lease because we do not have access to the lessor’s estimated residual value or the
amount of the lessor’s deferred initial direct costs. Therefore, we generally use our incremental borrowing rate as the discount rate for the lease. We determined the discount rate
for our leases based on the risk-free rate as of the measurement date for varying maturities corresponding to the remaining lease term, adjusted for the risk-premium attributed to
Sonic’s corporate credit rating for a secured or collateralized instrument.
Many of our lease arrangements have one or more existing renewal options to extend the lease term (typically in five- to 10-year increments), which were considered in
the calculation of the ROU assets and lease liabilities if we determined that it was reasonably certain that an extension option would be exercised. The lease term for all of the
Company’s leases includes the non-cancelable period of the lease plus any additional periods covered by our option to extend the lease that we are reasonably certain to exercise.
We determine the probability of the exercise of a lease extension option based on our long-term strategic business outlook and the condition and remaining useful life of the fixed
assets at the location subject to the lease agreement, among other factors.
We have elected the practical expedient under ASC Topic 842 to not separate lease and nonlease components for the following classes of underlying assets: uniforms,
computer equipment, shop equipment and marketing-related assets (e.g., signage).
The majority of our lease agreements require fixed monthly payments (subject to either specific or index-based escalations in future periods) while other agreements
require variable lease payments based on changes in SOFR or any replacement thereof. Lease payments included in the measurement of the lease liability comprise the: (1) fixed
lease payments, including in-substance fixed payments, owed over the lease term, which include termination penalties we would owe if the estimated lease term assumes that we
would be likely to exercise a termination option prior to the earliest expiration date; (2) variable lease payments that depend on an index or rate, initially measured using the
index or rate at the lease commencement date; and (3) the exercise price of our option to purchase the underlying asset if we are reasonably certain to exercise the option. Our
leases do not typically contain residual value guarantees.
In certain situations, we have entered into sublease agreements whereby we sublease all or a portion of a leased real estate asset to a third party. To the extent that we have
a sublease related to a lease agreement for an asset that we are no longer using in operations, we have reduced the ROU asset by any applicable net deficiency in expected cash
flows from that sublease (either due to partial monthly sublease proceeds or a sublease term less than the remaining master lease term). ASC Topic 842 also provides practical
expedients for ongoing accounting. We elected the short-term lease recognition exemption for our real estate and equipment leases, which means that for those leases that
qualify, we do not recognize ROU assets or lease liabilities and recognize the expense related to the short-term leases on a straight-line basis over the lease term and any variable
lease payments in the period in which the obligation for those payments is incurred. We have also elected the practical expedient that allows us not to separate non-lease
components of an agreement from lease components (for certain non-real estate assets).
F-35
SONIC AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Following is information related to lease expenses and other lease-related information for the years ended December 31, 2023 and 2022:
Lease Expense
Finance lease expense
Reduction of right-of-use assets
Interest on lease liabilities
Operating lease expense (1)
Short-term lease expense
Variable lease expense
Sublease income
Total
(1) Included in operating cash flows in the accompanying consolidated statements of cash flows.
Other Information
Cash paid for amounts included in the measurement of lease liabilities
Financing cash flows for finance leases
Operating cash flows for finance leases
Operating cash flows for operating leases
Right-of-use assets obtained in exchange for lease liabilities
Finance leases
Operating leases (1)
$
$
$
$
$
$
$
Year Ended December 31, 2023
Year Ended December 31, 2022
(In millions)
18.1
18.4
47.0
0.9
12.8
(8.1)
89.1
$
$
13.6
13.1
54.8
0.7
9.0
(5.5)
85.7
Year Ended December 31, 2023
Year Ended December 31, 2022
(In millions)
14.3
18.4
48.2
49.3
17.0
$
$
$
$
$
(1) Includes the impact of reclassification of ROU assets from operating leases to finance leases due to remeasurement.
December 31, 2023
December 31, 2022
Other Information
Weighted-average remaining lease term (in years)
Finance leases
Operating leases
Weighted-average discount rate
Finance leases
Operating leases
Year Ending December 31,
2024
2025
2026
2027
2028
Thereafter
Total
Less: Present value discount
Lease liabilities
12.3
10.6
7.59 %
7.02 %
Finance Leases
Undiscounted Lease Cash Flows Under ASC Topic 842 as of December 31, 2023
Operating Leases
(In millions)
Receipts from Subleases
$
$
$
28.3 $
28.6
34.2
73.3
25.9
207.6
397.9 $
(133.2)
264.7 $
F-36
$
$
44.9
40.6
36.5
31.4
28.5
188.4
370.3
(121.2)
249.1
8.4
13.1
54.3
137.7
7.9
12.2
9.2
7.39 %
6.43 %
6.0
3.7
3.5
3.4
1.9
3.3
21.8
Exhibit 4.1
DESCRIPTION OF SECURITIES OF
SONIC AUTOMOTIVE, INC.
The authorized capital stock of Sonic Automotive, Inc. (“Sonic,” “we,” “us” or “our”) consists of (i) 100,000,000 shares of Class A Common
Stock, par value $0.01 per share; (ii) 30,000,000 shares of Class B Common Stock, par value $0.01 per share; and (iii) 3,000,000 shares of Preferred
Stock, par value $0.10 per share. Our Class A Common Stock is the only class of our securities which has been registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
We have summarized certain of the material provisions of our Class A Common Stock below. The following summary does not purport to be
complete and is subject to, and is qualified in its entirety by reference to, the applicable provisions of Delaware law and our Amended and Restated
Certificate of Incorporation, as amended (the “Amended and Restated Certificate of Incorporation”), and our Amended and Restated Bylaws (the
“Amended and Restated Bylaws”).
Common Stock
Voting Rights; Conversion of Class B Common Stock to Class A Common Stock
The voting powers, preferences and relative rights of the Class A Common Stock are subject to the following provisions. Holders of Class A
Common Stock have one vote per share on all matters submitted to a vote of the stockholders of Sonic, while holders of Class B Common Stock have 10
votes per share on all such matters, except as described below. Holders of all classes of common stock entitled to vote will vote together as a single class
on all matters presented to the stockholders for their vote or approval, except as otherwise required by Delaware law. There is no cumulative voting with
respect to the election of directors.
Each share of Class B Common Stock may be converted, at the option of the holder thereof, into one fully paid and non-assessable share of
Class A Common Stock. In the event any shares of Class B Common Stock held by a member of the Smith Group (as defined below) are transferred
outside of the Smith Group, such shares will automatically be converted into shares of Class A Common Stock. In addition, if the total number of shares
of common stock held by members of the Smith Group is less than 15% of the total number of shares of common stock outstanding, all of the
outstanding shares of Class B Common Stock automatically will be reclassified as Class A Common Stock. In any merger, consolidation or business
combination, the consideration to be received per share by holders of Class A Common Stock must be identical to that received by holders of Class B
Common Stock, except that in any such transaction in which shares of common stock are distributed, such shares may differ as to voting rights to the
extent that voting rights differ between our classes of common stock.
Notwithstanding the foregoing, the holders of Class A Common Stock and Class B Common Stock vote as a single class, with each share of
each class entitled to one vote per share, with respect to any transaction proposed or approved by Sonic’s Board of Directors or proposed by or on behalf
of holders of the Class B Common Stock or as to which any member of the Smith Group or any affiliate thereof has a material financial interest other
than as a then-existing stockholder of Sonic constituting a:
•
•
•
•
“going private” transaction;
sale or other disposition of all or substantially all of Sonic’s assets;
sale or transfer of assets that would cause the nature of Sonic’s business to be no longer primarily oriented toward automobile dealership
operations and related activities; or
merger or consolidation of Sonic in which the holders of Sonic’s common stock will own less than 50% of Sonic’s common stock
following such transaction.
A “going private” transaction is defined as any “Rule l3e-3 transaction,” as such term is defined in Rule l3e-3 promulgated under the Exchange
Act. An “affiliate” is defined as (i) any individual or entity who or that, directly or indirectly, controls, is controlled by, or is under common control with
any member of the Smith Group; (ii) any corporation or organization (other than Sonic or a majority-owned subsidiary of Sonic) of which any member
of the Smith Group is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of voting securities, or in which
any member of the Smith Group has a substantial beneficial interest; (iii) a voting trust or similar arrangement pursuant to which any member of the
Smith Group generally controls the vote of the shares of common stock held by or subject to such trust or arrangement; (iv) any other trust or estate in
which any member of the Smith Group has a substantial beneficial interest or as to which any member of the Smith Group serves as trustee or in a
similar fiduciary capacity; or (v) any relative or spouse of any member of the Smith Group or any relative of such spouse, who has the same residence as
any member of the Smith Group.
As used herein, the term the “Smith Group” consists of the following persons:
•
•
•
•
Mr. O. Bruton Smith and his guardian, conservator, committee or attorney-in-fact;
Mr. William S. Egan and his guardian, conservator, committee or attorney-in-fact;
each lineal descendant of Messrs. Smith and Egan (each, a “Descendant”) and their respective guardians, conservators, committees or
attorneys-in-fact; and
each Family Controlled Entity (as defined below).
The term “Family Controlled Entity” means (i) any not-for-profit corporation if at least 80% of its board of directors is composed of Mr. Smith,
Mr. Egan and/or Descendants; (ii) any other corporation if at least 80% of the value of its outstanding equity is owned by members of the Smith Group;
(iii) any partnership if at least 80% of the value of the partnership interests are owned by members of the Smith Group; (iv) any limited liability or
similar company if at least 80% of the value of the company is owned by members of the Smith Group; and (v) any trust if (A) at least 80% of the
current beneficiaries of the trust are members of the Smith Group or (B) members of the Smith Group have sole dispositive power and sole voting power
with respect to at least 80% of the shares of the Class B Common Stock held by the trust.
Under the Amended and Restated Certificate of Incorporation and Delaware law, the holders of each class of our common stock, including the
Class A Common Stock, are entitled to vote as a separate class, as applicable, with respect to any amendment to the Amended and Restated Certificate of
Incorporation that would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of
such class, or modify or change the powers, preferences or special rights of the shares of such class so as to affect such class adversely.
Dividends
Holders of the Class A Common Stock are entitled to receive ratably such dividends, if any, as are declared by our Board of Directors out of
funds legally available for that purpose. An additional requirement is that dividends paid in shares of Class A Common Stock shall be paid only to
holders of Class A Common Stock, and dividends paid in shares of Class B Common Stock shall be paid only to holders of Class B Common Stock. The
Amended and Restated Certificate of Incorporation provides that if there is any dividend, subdivision, combination or reclassification in respect of either
class of common stock, an identical dividend, subdivision, combination or reclassification in respect of the other class of common stock must be made at
the same time.
2
Other Rights
Stockholders of Sonic have no preemptive or other rights to subscribe for additional shares. In the event of the liquidation, dissolution or winding
up of Sonic, holders of Class A Common Stock are entitled to share ratably in all assets available for distribution to holders of common stock after
payment in full of creditors. No shares of any class of common stock are subject to a redemption or a sinking fund.
Anti-Takeover Effects of Delaware Law, the Restated Certificate of Incorporation and the Amended and Restated Bylaws
Certain provisions of Delaware law and of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws,
summarized in the following paragraphs, may be considered to have an anti-takeover effect and may delay, defer or prevent a tender offer, proxy contest
or other takeover attempt that a stockholder might consider to be in such stockholder’s best interest, including such an attempt as might result in payment
of a premium over the market price for shares held by stockholders.
Delaware Anti-Takeover Law. Sonic is subject to the applicable provisions of the General Corporation Law of the State of Delaware, including
Section 203. In general, Section 203 prohibits a public Delaware corporation from engaging in a “business combination” and certain other transactions
with an “interested stockholder” for a period of three years after the date of the transaction in which such person became an interested stockholder
unless: (i) prior to such date, the board of directors approved either the business combination or the transaction which resulted in the stockholder
becoming an interested stockholder; or (ii) upon becoming an interested stockholder, the stockholder then owned at least 85% of the voting stock, as
defined in Section 203; or (iii) subsequent to such date, the business combination is approved by both the board of directors and holders of at least 66
2/3% of the corporation’s outstanding voting stock, excluding shares owned by the interested stockholder. For these purposes, the term “business
combination” includes mergers, asset sales and other similar transactions with an “interested stockholder.” An “interested stockholder” is a person who,
together with affiliates and associates, owns (or, within the prior three years, did own) 15% or more of the corporation’s voting stock. Although
Section 203 permits a corporation to elect not to be governed by its provisions, Sonic has not made this election.
Special Meetings of Stockholders. The Amended and Restated Bylaws provide that special meetings of stockholders may be called only by the
Secretary or any Assistant Secretary (i) at the request of the Chairman, (ii) at the request in writing of a majority of Sonic’s directors or (iii) by the
written request of holders of more than 80% of the total voting power of the outstanding shares of capital stock of Sonic then entitled to vote.
Action by Written Consent. The Amended and Restated Bylaws also provide that no action required to be taken or that may be taken at an annual
or special meeting of stockholders may be taken without a meeting, and that the power of stockholders to consent in writing, without a meeting, to the
taking of any action is specifically denied.
Advance Notice Requirements for Stockholder Proposals and Director Nominations. The Amended and Restated Bylaws provide that
stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual or
special meeting of stockholders, must provide timely notice thereof in writing. To be timely, a stockholder’s notice must be delivered to, or mailed and
received at, the principal executive office of Sonic, (i) in the case of an annual meeting of stockholders that is called for a date that is within 30 days
before or 60 days after the first anniversary of the immediately preceding annual meeting of stockholders, not later than the close of business on the 90
day nor earlier than the close of business on the 120 day prior to such anniversary date, (ii) in the case of an annual meeting of stockholders that is
called for a date that is more than 30 days before or more than 60 days after the first anniversary of the immediately
th
th
3
th
preceding annual meeting of stockholders, not earlier than the close of business on the 120 day prior to such annual meeting and not later than the close
th
of business on the later of the 90 day prior to such annual meeting or the 10 day following the day on which public announcement of the date of such
meeting is first made by Sonic and (iii) in the case of a special meeting of stockholders that is called for the purpose of electing directors, not later than
the close of business on the 10 day following the day on which notice of the date of the meeting was mailed or public disclosure of the date of the
meeting was made, whichever occurs first. The Amended and Restated Bylaws also specify certain requirements for a stockholder’s notice to be in
proper written form. These provisions may preclude some stockholders from bringing matters before the stockholders at an annual or special meeting or
from making nominations for directors at an annual or special meeting.
th
th
Conflict of Interest Procedures. The Amended and Restated Certificate of Incorporation contains provisions providing that transactions between
Sonic and its affiliates must be no less favorable to Sonic than would be available to Sonic in arm’s-length transactions dealing with an unrelated third
party. Moreover, any such transaction involving aggregate payments in excess of $500,000 must be approved by a majority of Sonic’s directors and a
majority of Sonic’s independent directors. Otherwise, Sonic must obtain an opinion as to the financial fairness of the transaction to be issued by an
investment banking or appraisal firm of national standing.
Limitations of Liability and Indemnification of Directors and Officers
Delaware law authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their stockholders
for monetary damages for breach of the directors’ and officers’ fiduciary duty of care. The duty of care requires that, when acting on behalf of the
corporation, directors and officers must exercise an informed business judgment based on all material information reasonably available to them. Absent
the limitations authorized by Delaware law, directors and officers are accountable to corporations and their stockholders for monetary damages for
conduct constituting gross negligence in the exercise of their duty of care. Delaware law enables corporations to limit available relief to equitable
remedies such as injunction or rescission.
The Amended and Restated Certificate of Incorporation limits the liability of our directors and officers to us and our stockholders to the fullest
extent permitted by Delaware law. Specifically, our directors and officers will not be personally liable for monetary damages for breach of a director’s or
officer’s fiduciary duty in such capacity, except for liability of:
•
•
•
•
•
a director or officer for any breach of such director’s or officer’s duty of loyalty to us or our stockholders;
a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
a director for unlawful payment of dividends or purchase or redemption of shares, as provided in Section 174 of the General Corporation
Law of the State of Delaware;
a director or officer for any transaction from which such director or officer derived an improper personal benefit; or
an officer in any action by or in the right of us.
The Amended and Restated Bylaws provide indemnification to our directors and officers and certain other persons with respect to certain
matters to the maximum extent allowed by Delaware law as it exists now or may hereafter be amended. These provisions do not alter the liability of
directors and officers under federal securities laws and do not affect the right to sue (nor to recover monetary damages) under federal securities laws for
violations thereof.
4
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to
directors, officers or persons controlling Sonic pursuant to the foregoing provisions, Sonic has been informed that in the opinion of the U.S. Securities
and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Exclusive Forum for Certain Claims
The Amended and Restated Bylaws provide that, unless Sonic’s Board of Directors otherwise consents in writing, the Court of Chancery of the
State of Delaware shall be the sole and exclusive forum for claims for:
•
•
•
•
any derivative action or proceeding brought on behalf of Sonic (other than derivative actions brought to enforce any duty or liability
created by the Exchange Act or the rules and regulations promulgated thereunder);
any action asserting a claim of a breach of, or based on, a fiduciary duty owed by any current or former director, officer or other employee
of Sonic to Sonic or Sonic’s stockholders;
any action asserting a claim against Sonic or any current or former director, officer or other employee or stockholder of Sonic arising
pursuant to any provision of the General Corporation Law of the State of Delaware or the Amended and Restated Certificate of
Incorporation or the Amended and Restated Bylaws; or
any action asserting a claim against Sonic governed by the internal affairs doctrine of the State of Delaware.
The Amended and Restated Bylaws also provide that, unless Sonic’s Board of Directors otherwise consents in writing, to the extent permitted by
applicable law, the United States District Court for the District of Delaware shall be the sole and exclusive forum for resolving any complaint asserting a
cause of action arising under the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder, or any ancillary claim related
thereto that is subject to the ancillary jurisdiction of the federal courts. The enforceability of exclusive forum provisions in other companies’
organizational documents has been challenged in legal proceedings, and it is possible that a court could find the exclusive forum provision contained in
the Amended and Restated Bylaws to be inapplicable or unenforceable.
5
ENTITY
AnTrev, LLC
Arngar, Inc.
Autobahn, Inc.
Avalon Ford, Inc.
Car Cash of North Carolina, Inc.
Cornerstone Acceptance Corporation
EP: AM Realty GA, LLC
EP: EchoPark AL, LLC
EP: EchoPark Automotive, Inc.
EP: EchoPark AZ, LLC
EP: EchoPark CA, LLC
EP: EchoPark DE, LLC
EP: EchoPark Driver Education, LLC
EP: EchoPark FL, LLC
EP: EchoPark GA LLC fka AM GA, LLC
EP: EchoPark IL, LLC
EP: EchoPark KS, LLC
EP: EchoPark KY, LLC
EP: EchoPark LA, LLC
EP: EchoPark MD, LLC
EP: EchoPark MO, LLC
EP: EchoPark NC, LLC
EP: EchoPark NV, LLC
EP: EchoPark NY, LLC
EP: EchoPark OH, LLC
EP: EchoPark OK, LLC
EP: EchoPark PA, LLC
EP: EchoPark Realty CA, LLC
EP: EchoPark Realty NY, LLC
EP: EchoPark Realty TX, LLC
EP: EchoPark SC, LLC
EP: EchoPark TN, LLC
EP: EchoPark TX, LLC
CA
NC OH TN TX
AL AZ CA CO FL
GA ID IL KS KY LA
MD MO MT NC NV
NY OH OK PA SC
TN TX UT VA WA
Domestic
NC
NC
CA
DE
NC
FL
GA
AL
DE
AZ
CA
DE
CO
FL
GA
IL
KS
KY
LA
MD
MO
NC
NV
NY
OH
OK
PA
CA
NY
TX
SC
TN
TX
Exhibit 21.1
Foreign
ASSUMED NAME
Cadillac of South Charlotte
Autobahn Motors
EchoPark
EchoPark
EchoPark
EchoPark Automotive
EchoPark
EchoPark Automotive
EchoPark
EchoPark
EchoPark Auto Sales
EchoPark
EchoPark
Carbiz
EchoPark
EchoPark
EchoPark
Used Car King
Used Car King Cicero
Used Car King West
Used Car King Cortland
EchoPark
EchoPark Automotive
EchoPark
EchoPark
Tactical Fleet
eCarOne
voffer
ENTITY
Domestic
Foreign
EP: EchoPark UT, LLC
EP: EP Realty AL, LLC
EP: EP HD Temple TX, LLC
EP: EP Realty AL, LLC
EP: EP Realty AZ, LLC
EP: EP Realty IL, LLC
EP: EP Realty KS, LLC
EP: EP Realty KY, LLC
EP: EP Realty LA, LLC
EP: EP Realty MD, LLC
EP: EP Realty MO, LLC
EP: EP Realty NC, LLC
EP: EP Realty NV, LLC
EP: EP Realty OH, LLC
EP: EP Realty PA, LLC
EP: EP Realty SC, LLC
EP: EP Realty TN, LLC
EP: EP Realty WA, LLC
EP: EP SO H Cent TX, LLC
EP: EP SO H Cross TX, LLC
EP: EP SO Mancu GF TX, LLC
EP: EP SO Mancu La Marque TX, LLC
EP: EP SO Mancu NF TX, LLC
EP: EP SO Mancu SW59 TX, LLC
EP: EP SO Mancu SWF TX, LLC
EP: EP SO MC CLT NC, LLC
EP: EP SO MC GBO NC, LLC
EP: EP SO MC Realty NC, LLC
EP: EP SO Sturgis SD LLC
EP: EP Strategic Holding, LLC
UT
AL
TX
AZ
KS
IL
KS
KY
LA
MD
MO
NC
NV
OH
PA
SC
TN
WA
TX
TX
TX
TX
TX
TX
TX
NC
NC
NC
SD
DE
Exhibit 21.1
ASSUMED NAME
DealEvo
EchoPark Utah
Horny Toad Harley-Davidson
Livewire Central
Mancuso Harley-Davidson Central
Mancuso Harley-Davidson Crossroads
MRH Rider Training
Mancuso Harley-Davidson
American Speed
Team Mancuso PowerSports Gulf Freeway
Indian Motorcycle of Houston Gulf Freeway
Team Mancuso PowerSports South
Indian Motorcycle of Houston South
Team Mancuso PowerSports North
Team Mancuso PowerSports 59
Indian Motorcycle of Houston Southwest
Team Mancuso PowerSports Southwest
Team Mancuso PowerSports BMW Motorcycles
Sturgis Motorcycles
Sturgis Motorcycles, Inc.
Badlands Harley-Davidson
Hill City Harley-Davidson
Deadwood Harley-Davidson
Sturgis Harley-Davidson
Black Hills Harley-Davidson
ENTITY
EP: EP TF California, LLC
EP: EP TF North Carolina, LLC
EP: TF Realty SD, LLC
EP: EP TF Realty TX, LLC
EP: EP TF Texas, LLC
EP: SAI Momentum ARM, LLC
EP: TT Denver, LLC
EP: TTRE CO 1, LLC
Car Cash of North Carolina, Inc.
FAA Beverly Hills, Inc.
FAA Capitol N, Inc.
FAA Concord H, Inc.
FAA Concord T, Inc.
FAA Dublin N, Inc.
FAA Dublin VWD, Inc.
FAA Holding LLC
FAA Las Vegas H, Inc.
FAA Poway H, Inc.
FAA Poway T, Inc.
FAA San Bruno, Inc.
FAA Santa Monica V, Inc.
FAA Serramonte H, Inc.
FAA Serramonte L, Inc.
FAA Serramonte, Inc.
FAA Stevens Creek, Inc.
FAA Torrance CPJ, Inc.
FirstAmerica Automotive, LLC
Fort Mill Ford, Inc.
Franciscan Motors, Inc.
Frontier Oldsmobile-Cadillac, Inc.
Kramer Motors Incorporated
L Dealership Group, LLC
Marcus David Corporation
Massey Cadillac, Inc. (TN-MI)
Mountain States Motors Co., Inc.
North Point Imports, LLC
Ontario L, LLC
Philpott Motors, LLC
RFJ: Bonham CHR, LLC
Domestic
CA
NC
SD
TX
TX
TX
CO
CO
NC
CA
CA
CA
CA
CA
CA
CA
NV
CA
CA
CA
CA
CA
CA
CA
CA
CA
DE
SC
CA
NC
CA
TX
NC
TN
CO
GA
CA
TX
TX
CA
CA
Exhibit 21.1
Foreign
ASSUMED NAME
Tactical Fleet
Tactical Fleet
Tactical Fleet
Momentum Maserati
Momentum Alfa Romeo
Momentum Alfa Romeo Maserati
Essence Maserati
Essence Alfa Romeo
Essence Maserati Alfa Romeo
Momentum Alfa Romeo Maserati eCarOne
EchoPark
Beverly Hills BMW
Concord Honda
Concord Toyota
Honda West
Poway Honda
Honda of Serramonte
Lexus of Marin
Lexus of Serramonte
Fort Mill Ford
Town and Country Toyota
North Point Volvo Cars
Crown Lexus
Philpott Motors Hyundai
Philpott Ford
Bonham Chrysler
ENTITY
RFJ: Dave Smith Motors, Inc.
Domestic
ID
Foreign
RFJ: Frontier Leasing and Sales, Inc.
RFJ: Greenville CHR, LLC
RFJ: Greenville HY, LLC
RFJ: Greenville NIS, LLC
RFJ: Jefferson City H, LLC
RFJ: Jefferson City HY, LLC
RFJ: Jefferson City N, LLC
RFJ: Mishawaka – F LLC
RFJ: Mishawaka – L LLC
RFJ: Mishawaka – T LLC
RFJ: Northwest Motorsport, LLC
RFJ: Paris-T, LLC
RFJ: RFJ Auto Group, LLC
RFJ: RFJ Auto Management, LLC
RFJ: RFJ Auto Partners H-Holdings, LLC
RFJ: RFJ Auto Partners Holdings, LLC
RFJ: RFJ Auto Partners Northern Holdings, LLC
RFJ: RFJ Auto Partners T-Holdings, LLC
RFJ: RFJ Auto Properties, LLC
RFJ: RFJ Auto T-Properties, LLC
RFJ: RFJ/Fenton Auto Properties, LLC
RFJ: RFJ Spokane Auto Properties, LLC
SAI RFJ Holding, Inc.
RFJ: Santa Fe-M, LLC
RFJ: Santa Fe-T, LLC
RFJ: Sherman HY, LLC
RFJ: Spokane-N, LLC
RFJ: Vernon CHR, LLC
RFJ: Vernon FL, LLC
RFJ: Vernon-G, LLC
Santa Clara Imported Cars, Inc.
SRM Assurance, Ltd.
Stevens Creek Cadillac, Inc.
The Sonic Automotive Family Emergency Fund (“SAFE”)
Town and Country Ford, Incorporated
Windward, Inc.
ID
TX
TX
TX
DE
DE
DE
IN
IN
IN
WA
TX
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
NM
NM
TX
DE
TX
TX
TX
CA
Cayman Is.
CA
NC
NC
HI
MO
MO
MO
TX WA
TX
IN
WA
CA
Exhibit 21.1
ASSUMED NAME
Dave Smith Motors
Dave Smith Chevrolet, Cadillac, GMC, Buick,
Chrysler, Dodge, Jeep, Ram
Dave Smith Alfa Romeo, Dave Smith Alfa
Romeo Maserati, Dave Smith Maserati
Greenville Chrysler, Dodge, Jeep, Ram
Greenville Chrysler Cash Corral
Hyundai of Greenville
Nissan of Greenville
Honda of Jefferson City
Hyundai of Jefferson City
Nissan of Jefferson City
Jordan Ford
Jordan Motors
The Jordan Automotive Group
Jordan Lexus of Mishawaka
Jordan Toyota
The Jordan Automotive Group
Northwest Motorsport
Toyota of Mount Pleasant
Toyota of Paris
Enchanted Mazda
Toyota of Santa Fe
Texoma Hyundai
Dave Smith Nissan, Nissan of Spokane
Vernon Chrysler Dodge Jeep Ram
Vernon Ford
Vernon Chevrolet Buick GMC
Honda of Stevens Creek
ENTITY
SAI AL HC1, Inc.
SAI AL HC2, Inc.
SAI Ann Arbor Imports, LLC
SAI Atlanta B, LLC
SAI Brookshire HY, Inc.
SAI Broken Arrow C, LLC
SAI Calabasas A, LLC
SAI Chamblee V, LLC
SAI Charlotte M, LLC
SAI Chattanooga N, LLC
SAI Clearwater T, LLC
SAI Cleveland N, LLC
SAI Columbus Motors, LLC
SAI Columbus T, LLC
SAI Columbus VWK, LLC
SAI Denver B, Inc.
SAI Denver M, Inc.
SAI Fairfax B, LLC
SAI Fallston VW, LLC
SAI FL HC1, Inc.
SAI FL HC2, Inc.
SAI FL HC3, Inc.
SAI FL HC4, Inc.
SAI FL HC8, Inc.
SAI FL HC9, Inc.
SAI Fort Myers B, LLC
SAI Fort Myers H, LLC
SAI Fort Myers M, LLC
SAI Fort Myers VW, LLC
SAI GA HC1, LLC
SAI Glenwood Springs A, Inc.
SAI Glenwood Springs V, Inc.
SAI Grand Junction S, Inc.
SAI Grand Junction VW, Inc.
SAI Insurance Solutions, LLC
SAI Irondale Imports, LLC
Domestic
AL
AL
MI
GA
TX
OK
CA
GA
NC
TN
FL
TN
OH
OH
OH
CO
CO
VA
MD
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
GA
CO
CO
CO
CO
DE
AL
OK
CA CO FL IL IN KY
LA MO MT NC NM
OH SC TX UT VA
WA
Exhibit 21.1
Foreign
ASSUMED NAME
Global Imports (BMW)
Global Imports MINI
Dyer and Dyer Volvo Cars
Polestar Atlanta
Nissan of Chattanooga East
Clearwater Toyota
Bodyworks
Murray Motorworks
BMW of Denver Downtown
Mercedes-Benz of Denver
BMW of Fairfax
Volkswagen of Fallston
BMW of Fort Myers
MINI of Fort Myers
Mercedes-Benz of Fort Myers
Volkswagen of Fort Myers
Audi Volkswagen Glenwood Springs
Audi Glenwood Springs
Glenwood Springs Volkswagen
Subaru of Grand Junction
Rocky Mountain Subaru
Grand Junction Volkswagen
Audi Birmingham
BMW of Birmingham
ENTITY
Domestic
Foreign
SAI Irondale L, LLC
SAI Long Beach B, Inc.
SAI McKinney M, LLC
SAI MD HC1, Inc.
SAI Momentum CDJR Sealy, LLC
SAI Monrovia B, Inc.
SAI Montgomery B, LLC
SAI Montgomery BCH, LLC
SAI Montgomery CH, LLC
SAI Nashville CSH, LLC
SAI Nashville H, LLC
SAI Nashville M, LLC
SAI Nashville Motors, LLC
SAI Oklahoma City C, LLC
SAI Oklahoma City H, LLC
SAI Oklahoma City T, LLC
SAI Orlando CS, LLC
SAI Owings Mills A, LLC
SAI Peachtree, LLC
SAI Pensacola A, LLC
SAI Philpott T, LLC
SAI River Oaks P, LLC
SAI Riverside C, LLC
SAI Roaring Fork LR, Inc.
SAI Rockville Imports, LLC
SAI Rockville L, LLC
SAI S. Atlanta JLR, LLC
SAI Santa Clara K, Inc.
SAI SIC, Inc.
AL
CA
TX
MD
TX
CA
AL
AL
AL
TN
TN
TN
TN
OK
OK
OK
FL
MD
GA
FL
TX
TX
OK
CO
MD
MD
GA
CA
GA
Exhibit 21.1
ASSUMED NAME
Jaguar Birmingham
Land Rover Birmingham
MINI of Birmingham
Porsche Birmingham
MINI of Birmingham Authorized Service
Lexus of Birmingham
Tom Williams Collision Center
Long Beach BMW
Mercedes-Benz of McKinney
Momentum Chrysler Dodge Jeep Ram of Sealy,
TX
BMW of Monrovia
MINI of Monrovia
BMW of Montgomery
Classic Cadillac
Classic Buick GMC
Capitol Chevrolet
Capitol Hyundai
Genesis of Montgomery
Crest Honda
Mercedes-Benz of Nashville
Audi Nashville
Porsche of Nashville
Audi Downtown Nashville
Massey Cadillac
Audi Pensacola
Philpott Toyota
Porsche River Oaks
Momentum Porsche
The Podium
Land Rover Roaring Fork
Audi Rockville
Porsche Bethesda
Jaguar South Atlanta
Land Rover South Atlanta
Jaguar Land Rover South Atlanta
ENTITY
SAI Stone Mountain T, LLC
SAI Syracuse C, Inc.
SAI TN HC1, LLC
SAI TN HC2, LLC
SAI TN HC3, LLC
SAI Tulsa N, LLC
SAI Tulsa T, LLC
SAI Tysons Corner H, LLC
SAI Tysons Corner I, LLC
SAI VA HC1, Inc.
SAI Vehicle Subscription, Inc.
SAI VS GA, LLC
SAI VS TX, LLC
SAI West Houston B, LLC
Sonic – Buena Park H, Inc.
Sonic – Cadillac D, LLC
Sonic – Calabasas A, Inc.
Sonic – Calabasas V, Inc.
Sonic – Capitol Cadillac, Inc.
Sonic – Capitol Imports, Inc.
Sonic – Carson F, Inc.
Sonic – Carson LM, Inc.
Sonic – Clear Lake Volkswagen, LLC
Sonic – Denver T, Inc.
Sonic – Downey Cadillac, Inc.
Sonic – Fort Mill Chrysler Jeep, Inc.
Sonic – Fort Mill Dodge, Inc.
Sonic – Fort Worth T, LLC
Sonic – Harbor City H, Inc.
Sonic – Houston V, LLC
Sonic – Integrity Dodge LV, LLC
Sonic – Jersey Village Volkswagen, LLC
Sonic – Lake Norman Chrysler Jeep, LLC
Sonic – Las Vegas C West, LLC
Sonic – Lloyd Nissan, Inc.
Sonic – LS Chevrolet, LLC
Sonic – LS, LLC
Sonic – Lute Riley, LLC
Sonic – Massey Chevrolet, Inc.
Sonic – Newsome Chevrolet World, Inc.
Sonic – Newsome of Florence, Inc.
Sonic – North Charleston Dodge, Inc.
Sonic – North Charleston, Inc.
Sonic – Plymouth Cadillac, Inc.
Sonic – Richardson F, LLC
Sonic – Shottenkirk, LLC
Sonic – Stevens Creek B, Inc.
Domestic
GA
NY
TN
TN
TN
OK
OK
VA
VA
VA
DE
GA
TX
TX
CA
TX
CA
CA
MI
SC
CA
CA
TX
CO
CA
SC
SC
TX
CA
TX
NV
TX
NC
NV
FL
TX
DE
TX
CA
SC
SC
SC
SC
MI
TX
FL
CA
TX
TX
Exhibit 21.1
Foreign
ASSUMED NAME
Sun Chevrolet
BMW of West Houston
Buena Park Honda
Mountain States Toyota
Carson Honda
Cadillac of Las Vegas
Lone Star Chevrolet
Lute Riley Honda
North Central Ford
Pensacola Honda
Stevens Creek BMW
Stevens Creek Pre-Owned
ENTITY
Domestic
Foreign
Sonic – Volvo LV, LLC
Sonic – West Covina T, Inc.
Sonic – Williams Cadillac, Inc.
Sonic 2185 Chapman Rd., Chattanooga, LLC
Sonic Advantage PA, LLC
Sonic Automotive – 1495 Automall Drive, Columbus, Inc.
Sonic Automotive – 1720 Mason Ave., DB, Inc.
Sonic Automotive - 1720 Mason Ave., DB, LLC
Sonic Automotive – 2490 South Lee Highway, LLC
Sonic Automotive – 3401 N. Main, TX, LLC
Sonic Automotive – 4701 I-10 East, TX, LLC
Sonic Automotive – 6008 N. Dale Mabry, FL, Inc.
Sonic Automotive – 9103 E. Independence, NC, LLC
Sonic Automotive 2424 Laurens Rd., Greenville, Inc.
Sonic Automotive 2752 Laurens Rd., Greenville, Inc.
Sonic Automotive Aviation, LLC
Sonic Automotive F&I, LLC
Sonic Automotive Florida Protection Products, Inc
Sonic Automotive of Chattanooga, LLC
Sonic Automotive of Nashville, LLC
Sonic Automotive of Nevada, Inc.
Sonic Automotive of Texas, LLC
Sonic Automotive Protection Products, Inc
Sonic Automotive Support, LLC
Sonic Automotive West, LLC
Sonic Calabasas M, Inc.
Sonic Development, LLC
Sonic Divisional Operations, LLC
Sonic eStore, Inc.
NV
CA
AL
TN
TX
OH
FL
FL
TN
TX
TX
FL
NC
SC
SC
NC
NV
DE
TN
TN
NV
TX
DE
NV
NV
CA
NC
NV
NC
Exhibit 21.1
ASSUMED NAME
Stevens Creek BMW Pre-owned
Economy Honda Superstore
Momentum Luxury Cars
Audi West Houston
Porsche West Houston
Baytown Auto Collision Center
Ron Craft Cadillac
Ron Craft Chevrolet
Ron Craft Chevrolet Cadillac
Baytown Ford
Casa Ford
Infiniti of Charlotte
Century BMW
Century MINI
BMW of Chattanooga
MINI of Nashville
BMW of Nashville
BMW Certified Pre-Owned Nashville
NC
FL
AL CA CO FL GA
MD MI NV OH OK
SC TN TX VA
AL AZ CA CO FL
GA IL IN KS KY LA
MD MI MO NY NC
OH OK PA SC TN
TX UT VA WA WI
Mercedes-Benz of Calabasas
CBS
Central Buying Solutions
Exhibit 21.1
Foreign
ASSUMED NAME
Jaguar Houston North
Land Rover Houston North
Land Rover Houston Central
Jaguar Houston Central
Momentum BMW
Momentum MINI
Momentum Collision Center
Momentum Porsche
Land Rover Southwest Houston
Jaguar Southwest Houston
Momentum Volkswagen
Audi Central Houston
W.I. Simonson
Mercedes-Benz of Walnut Creek
ENTITY
Sonic FFC 1, Inc.
Sonic FFC 2, Inc.
Sonic FFC 3, Inc.
Sonic Fremont, Inc.
Sonic Houston JLR, LLC
Sonic Houston LR, LLC
Sonic Momentum B, LLC
Sonic Momentum JVP, LLC
Sonic Momentum VWA, LLC
Sonic of Texas, Inc.
Sonic Resources, Inc.
Sonic Santa Monica M, Inc.
Sonic Santa Monica S, Inc.
Sonic Walnut Creek M, Inc.
Sonic Wilshire Cadillac, Inc.
SRE Alabama – 2, LLC
SRE Alabama – 5, LLC
SRE Alabama 6, LLC
SRE California – 1, LLC
SRE California – 2, LLC
SRE California – 3, LLC
SRE California – 4, LLC
SRE California – 5, LLC
SRE California – 6, LLC
SRE California – 7 SCB, LLC
SRE California – 8 SCH, LLC
SRE California – 9 BHB, LLC
SRE California 10 LBB, LLC
SRE California 11 PH, LLC
SRE Colorado – 1, LLC
SRE Colorado – 2, LLC
SRE Colorado – 3, LLC
SRE Colorado – 4 RF, LLC
SRE Colorado – 5 CC, LLC
SRE Colorado 6, LLC
SRE Colorado 7, LLC
SRE Colorado 8, LLC
SRE Florida – 1, LLC
Domestic
DE
DE
DE
CA
TX
TX
TX
TX
TX
TX
TX
TX
TX
NV
CA
CA
CA
CA
AL
AL
AL
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CO
CO
CO
CO
CO
CO
CO
CO
FL
ENTITY
SRE Florida – 2, LLC
SRE Georgia 4, LLC
SRE Georgia 5, LLC
SRE Georgia 6, LLC
SRE Holding, LLC
SRE Maryland – 1, LLC
SRE Nevada – 2, LLC
SRE North Carolina – 2, LLC
SRE North Carolina – 3, LLC
SRE Ohio 1, LLC
SRE Ohio 2, LLC
SRE Oklahoma – 1, LLC
SRE Oklahoma – 2, LLC
SRE Oklahoma – 5, LLC
SRE South Carolina – 2, LLC
SRE South Carolina – 3, LLC
SRE South Carolina – 4, LLC
SRE Tennessee – 1, LLC
SRE Tennessee – 2, LLC
SRE Tennessee – 3, LLC
SRE Tennessee – 4, LLC
SRE Tennessee – 5, LLC
SRE Tennessee 6, LLC
SRE Tennessee 7, LLC
SRE Tennessee 8, LLC
SRE Texas – 1, LLC
SRE Texas – 2, LLC
SRE Texas – 3, LLC
SRE Texas – 4, LLC
SRE Texas – 5, LLC
SRE Texas – 6, LLC
SRE Texas – 7, LLC
SRE Texas – 8, LLC
SRE Texas 9, LLC
SRE Texas 10, LLC
SRE Texas 11, LLC
SRE Texas 12, LLC
SRE Texas 13, LLC
SRE Texas 14, LLC
SRE Texas 15, LLC
SRE Texas 16, LLC
SRE Texas 17, LLC
SRE Texas 18, LLC
SRE Texas 19, LLC
SRE Virginia - 1, LLC
SRE Virginia – 2, LLC
Domestic
FL
GA
GA
GA
NC
MD
NV
NC
NC
OH
OH
OK
OK
OK
SC
SC
SC
TN
TN
TN
TN
TN
TN
TN
TN
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
VA
VA
Exhibit 21.1
Foreign
ASSUMED NAME
AL AZ CO TX
MD
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated February 22, 2024 with respect to the consolidated financial statements and internal control over financial reporting of Sonic Automotive, Inc.
included in the Annual Report on Form 10-K for the year ended December 31, 2023. We consent to the incorporation by reference of said reports in the Registration Statement
of Culp, Inc. on Form S-8 (File No. 333-81059, 333-81053, 333-69907, 333-69899, 333-65447, 333-49113, 333-69901, 333-95791, 333-46272, 333-46274, 333-102052, 333-
102053, 333-109411, 333-117065, 333-124370, 333-142435, 333-142436, 333-159674, 333-159675, 333-180814, 333-180815, 333-204027, 333-217504, 333-232177, 333-
256891).
/s/ GRANT THORNTON LLP
Charlotte, North Carolina
February 22, 2024
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (Nos. 333-81059, 333-81053, 333-69907, 333-69899, 333-65447,
333-49113, 333-69901, 333-95791, 333-46272, 333-46274, 333-102052, 333-102053, 333-109411, 333-117065, 333-124370, 333-142435,
333-142436, 333-159674, 333-159675, 333-180814, 333-180815, 333-204027, 333-217504, 333-232177, 333-256891, 333-274836) on Form
S-8 of our report dated February 17, 2023, with respect to the consolidated financial statements of Sonic Automotive, Inc.
Charlotte, North Carolina
February 22, 2024
Exhibit 23.2
CERTIFICATION
Exhibit 31.1
I, Heath R. Byrd, certify that:
I have reviewed this Annual Report on Form 10-K of Sonic Automotive, Inc.;
1.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
Date:
By:
February 22, 2024
/s/ HEATH R. BYRD
Heath R. Byrd
Executive Vice President and Chief Financial Officer
CERTIFICATION
Exhibit 31.2
I, David Bruton Smith, certify that:
I have reviewed this Annual Report on Form 10-K of Sonic Automotive, Inc.;
1.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
Date:
By:
February 22, 2024
/s/ DAVID BRUTON SMITH
David Bruton Smith
Chairman and Chief Executive Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of Sonic Automotive, Inc. (the Company) on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange
Commission on the date hereof (the Report), I, Heath R. Byrd, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ HEATH R. BYRD
Heath R. Byrd
Executive Vice President and Chief Financial Officer
February 22, 2024
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of Sonic Automotive, Inc. (the Company) on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange
Commission on the date hereof (the Report), I, David Bruton Smith, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §
906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ DAVID BRUTON SMITH
David Bruton Smith
Chairman and Chief Executive Officer
February 22, 2024
EXHIBIT 97.1
SONIC AUTOMOTIVE, INC.
EXECUTIVE INCENTIVE COMPENSATION RECOUPMENT POLICY
(Adopted July 26, 2023, Effective October 2, 2023)
Sonic Automotive, Inc. (the “Company”) has adopted this Executive Incentive Compensation Recoupment Policy (the “Policy”) as a
supplement to any other recoupment or clawback policies in effect now or in the future at the Company. To the extent this Policy applies to
compensation payable to a person covered by this Policy (as set forth below), it shall be the only recoupment or clawback policy applicable to
such compensation and no other such policy shall apply; provided that, if such other policy provides that a greater amount of such
compensation shall be subject to recoupment or clawback, such other policy shall apply to the amount in excess of the amount subject to
recoupment or clawback under this Policy. This Policy shall be interpreted to comply with the clawback rules found in 17 C.F.R. §240.10D and
the related listing rules of the New York Stock Exchange or such other national securities exchange or national securities association
(“Exchange”) on which the Company has listed securities, and, to the extent this Policy is in any manner deemed inconsistent with such rules,
this Policy shall be treated as retroactively amended to comply with such rules.
1. Definitions. 17 C.F.R. §240.10D-1(d) defines the terms “Executive Officer,” “Financial Reporting Measure,” “Incentive-Based
Compensation,” and “Received.” As used herein, these terms shall have the same meaning as in that regulation and any interpretive guidance
thereunder.
2. Application of the Policy. This Policy shall only apply in the event that the Company is required to prepare an accounting
restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including
any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued
financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the
current period.
3. Recovery Period. The Incentive-Based Compensation subject to recoupment or clawback is the Incentive-Based Compensation
Received during the three completed fiscal years immediately preceding the date the Company is required to prepare an accounting
restatement described in Section 2, provided that the person served as an Executive Officer at any time during the performance period
applicable to the Incentive-Based Compensation in question. The date that the Company is required to prepare an accounting restatement shall
be determined pursuant to 17 C.F.R. §240.10D-1(b)(1)(ii).
(a) Notwithstanding the foregoing, this Policy shall only apply if the Incentive-Based Compensation is Received (1) while the
Company has a class of securities listed on an Exchange and (2) on or after October 2, 2023 (the “Effective Date”).
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(b) This Policy will apply to Incentive-Based Compensation Received during a transition period arising due to a change in the
Company’s fiscal year pursuant to 17 C.F.R. §240.10D-1(b)(1)(i).
4. Erroneously Awarded Compensation. The amount of Incentive-Based Compensation subject to recoupment or clawback under this
Policy (“Erroneously Awarded Compensation”) is the amount of Incentive-Based Compensation Received that exceeds the amount of
Incentive Based-Compensation that otherwise would have been Received had it been determined based on the restated amounts and shall be
computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total shareholder return, where the
amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an accounting
restatement: (1) the amount shall be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total
shareholder return upon which the Incentive-Based Compensation was received; and (2) the Company shall maintain documentation of the
determination of that reasonable estimate and provide such documentation to the Exchange.
5. Effectuation of Recovery. The Company shall recover reasonably promptly any Erroneously Awarded Compensation except to the
extent that the conditions of paragraphs (a), (b), or (c) below apply. The Board of Directors (the “Board”) shall determine the recoupment
method and schedule for each amount of Erroneously Awarded Compensation in a manner that complies with this “reasonably promptly”
requirement. Such determination shall be consistent with any applicable legal guidance, by the SEC, judicial opinion, or otherwise. The
determination of “reasonably promptly” may vary from case to case and the Board is authorized to adopt additional rules to further describe
what repayment schedules satisfy this requirement.
(a) Erroneously Awarded Compensation need not be recovered if the direct expense paid to a third party to assist in enforcing
the Policy would exceed the amount to be recovered and the Board has made a determination that recovery would be impracticable.
Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of
enforcement, the Company shall make a reasonable attempt to recover such Erroneously Awarded Compensation, document such
reasonable attempt(s) to recover, and provide that documentation to the Exchange.
(b) Erroneously Awarded Compensation need not be recovered if recovery would violate home country law where that law was
adopted prior to November 28, 2022 and the Board has made a determination that recovery would be impracticable. Before concluding
that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law,
the Company shall obtain an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation
and shall provide such opinion to the Exchange.
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(c) Erroneously Awarded Compensation need not be recovered if recovery would likely cause an otherwise tax-qualified
retirement plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of 26 U.S.C.
401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder and the Board has made a determination that recovery would be impracticable.
6. Method of Recoupment. The Board shall determine the method of recoupment and may seek recoupment of the Erroneously
Awarded Compensation from an Executive Officer from any of the following sources: prior incentive compensation payments; future
payments of incentive compensation; cancellation of outstanding equity awards; future equity awards; and direct repayment. For the avoidance
of doubt, the Board may seek to require any or all of the following recovery actions: (A) repayment by the Executive Officer of all Incentive-
Based Compensation that was paid or vested; (B) cancellation of outstanding equity awards, including restricted share awards, restricted stock
unit awards, stock appreciation rights, and stock options; (C) payment by the Executive Officer of net proceeds resulting from the sale or other
disposition of shares issued upon the exercise of stock appreciation rights and stock options; (D) payment by the Executive Officer of net
proceeds resulting from the sale or other disposition of shares underlying any restricted share awards or restricted stock unit awards upon or
following the vesting of such awards; (E) recoupment of any shares held by the Executive Officer issued upon or with respect to which the
restrictions have lapsed upon the vesting of restricted share awards or restricted stock unit awards; and (F) recoupment of any shares held by
the Executive Officer issued upon the exercise of stock options.
7. Board Decisions; Delegation. The Board may delegate to the Compensation Committee all determinations to be made and actions
to be taken by the Board under this Policy. Decisions of the Board or the Compensation Committee, as applicable, with respect to this Policy
shall be final, conclusive and binding on all Executive Officers subject to this Policy, unless determined to be an abuse of discretion.
8. No Indemnification. Notwithstanding anything to the contrary in any other policy of the Company or any agreement between the
Company and an Executive Officer, no Executive Officer shall be indemnified by the Company against the loss of any Erroneously Awarded
Compensation.
9. Agreement to Policy by Executive Officers. The Board shall take reasonable steps to inform Executive Officers of this Policy and
obtain their agreement to this Policy, which steps may constitute the inclusion of this Policy as an attachment to any award that is accepted by
the Executive Officer.
10. No Impairment of Other Remedies. This Policy does not preclude the Company from taking any other action to enforce an
Executive Officer’s obligations to the Company, including termination of employment or institution of civil or criminal proceedings. This
Policy is not only in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company's Chief
Executive Officer and Chief Financial Officer but also any Company policy related to misconduct or conduct that is detrimental to the
Company.
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