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2 0 1 6 A n n u a l R e p o r t
Seeing the
Future of Sonic
As Sonic moves toward the end of the decade, with targeted
milestones in terms of both average drive-in sales and
profitability, a new vision for what the 2020 drive-in might look
like – and how it will relate to emerging consumer trends –
continues to come into focus. Part evolution, part revolution, a
fusion of new technology with Sonic’s drive-in delivery system
and Carhop service, together with our unique all-day menu,
positions us as one of the most highly differentiated concepts in
the quick-service restaurant (QSR) industry. More important, it
enables Sonic to build on its established service advantages as
it continues to transform the future of the drive-in.
+31
The net growth in total
drive-ins during the past
year – the strongest pace
in seven years.
+2.6%
The increase in system
same-store sales for
fiscal 2016 – the sixth
consecutive year of
positive same-store sales.
3,557
Locations Coast-to-Coast
90%
Franchise Drive-Ins
Founded in 1953 in Shawnee, Oklahoma, Sonic today franchises and operates the
largest chain of drive-in restaurants in the country, with more than 3,500 Sonic
Drive-Ins from coast to coast.
Unique, signature menu items are made when you order and include chicken
sandwiches, popcorn chicken and chicken strips, footlong quarter pound coneys
and six-inch premium beef hot dogs along with a full line-up of 100% pure
beef hamburgers and cheeseburgers. Likewise, we are famous for our hand-made
onion rings, tater tots and over a million drink choices, including our legendary
Cherry Limeade. Customers also enjoy drive-thru service and patio dining at
many Sonic locations.
To Our Shareholders
The past year represented some of our strongest sales performance, tracked on
a monthly basis, and at the same time some of the most challenging customer
characteristics since the Great Recession. That dichotomy virtually defined the
two halves of fiscal year 2016.
Before proceeding though, let me offer a financial overview of the past year.
Adjusted earnings for the year rose 17% to $1.29 per diluted share as free cash
flow grew to $66 million. We prudently allocated this cash flow via strategies
that help build our brand and our business, as well as rewarded shareholders
for their confidence and loyalty. We again returned a significant amount of cash
to shareholders in the form of share repurchases and dividends, which together
totaled nearly $170 million during the year and represented an increase of 18%
compared with the prior year.
In fiscal 2017, we expect to increase shareholder returns again, including an
anticipated increase in the quarterly cash dividend of 27%. From a capital
structure perspective, we issued $425 million in fixed-rate securitized notes
in fiscal year 2016, the proceeds of which were used to retire and refinance
previous debt as well as fund further investment in the business and additional
capital return to shareholders via share repurchase and dividends.
Despite the industrywide weakening in consumer sentiment and increasing
competitive and promotional challenges during the last half of fiscal 2016, the
long-term goals we established years ago are now within our reach. Our vision
for Sonic’s “2020 Drive-In” moves into greater clarity as we continue our march
forward toward completion. We measure that journey by progress toward our
drive-in performance goals. These include hitting an average unit volume of
$1.5 million and an average unit profit of $200 thousand. With fiscal 2016 in the
record book, we are approximately 86% and 72%, respectively, of the way toward
our goals. Now, just four years out, our quest is not only in sight, our objectives
are within reach.
Considering our strengthening sales over the past six years, coupled with
rising average unit volumes and profits, it’s understandable that our operators
have had a growing appetite for expansion and new drive-in development.
Development, as you know, is one of the layers of our multi-layered growth
strategy; the 53 new drive-in openings during the past year were the strongest
since fiscal 2010, resulting in net system growth for the second consecutive year.
Highlights of this past year’s development activity include the opening of our first
drive-in in Rhode Island – our 45th state, and ongoing expansion in California.
During the past year, we also signed a franchisee to begin developing drive-ins
in Hawaii during fiscal 2018, which will take us to our 46th state and mark our
+3.2%
The increase in
average drive-in
volume for fiscal 2016,
reaching $1,284,000.
+17%
The increase in adjusted
net income per diluted
share for fiscal 2016,
which rose to $1.29.
Sonic Drive-In | 1
2/3
The portion of our chain
that we have upgraded
with the rollout of our
proprietary POPS digital
menu boards.
45
The number of states
where Sonic Drive-Ins
are located, following our
entry into in Rhode Island
this past year.
2 | Sonic Drive-In
first-ever offshore expansion. The pipeline for new drive-ins is strong and is
approaching the level necessary to provide annual net unit growth of 2% to 3% in
the coming years.
In fiscal 2016, we announced our intention to pull another strategic lever that
will enhance our company’s return on assets over the long term. For the past
several years, franchised drive-ins have comprised almost 90% of our chain,
with the remaining company-owned drive-ins functioning as a proving ground
for new ideas that ensure only best practices and resources are rolled out to the
entire chain.
Looking ahead, we believe we can accomplish these objectives even more
efficiently with a smaller base of company-owned drive-ins, so we have begun
to refranchise company-owned drive-ins to increase our total franchised base
toward approximately 95% of the system by the end of fiscal 2017. We believe
this initiative will improve the capital efficiency of the company and allow our
franchisees to optimize performance of the refranchised drive-ins and commit to
additional new store development, thus, expanding the reach of our brand.
On the technology front, we continued to phase in our Point of Personalized
Service (POPS) digital menu boards during the past year – now in year three of
a four-year rollout. At the close of fiscal 2016, approximately two-thirds of our
system has this modernized customer interface, which will enable our Integrated
Customer Engagement (ICE) strategy, transforming the way orders are placed
and paid for and the customer experience in our drive-in stalls. Interactive and
customer-driven, POPS elevates the ordering interchange, giving customers
even more control over the pace and suggesting add-on products based on their
choices. More importantly, POPS forms a hub for future technological leaps as
Sonic continues to embrace mobile interaction with customers.
Extending a commitment that has underpinned our business for several
years now regarding high quality ingredients and diverse, differentiated
menu choices, we’ve had another busy year innovating new favorites for our
$170M
The combined amount
in dollars returned to
shareholders through
Sonic’s stock repurchases
and cash dividends, up
from $143 million during
fiscal 2015.
customers. Building on the premium side of our menu, we recently turned up
the heat with our new Fiery Ultimate Chicken Sandwich and Fiery Cheeseburger.
As the Ultimate Drink Stop®, our beverage lineup enjoyed the addition of our
Frozen Teas and, capitalizing on the unmistakable flavor of real ice cream, our
new entries into the treat category included Sweet & Salty Master Blasts and
Creamery Shakes.
Of course, recognizing the continual ebb and flow between premium and value
selections, we have also focused on product introductions intended to drive
traffic across all dayparts. These steps evolved rapidly in April and May and have
provided us with attractive and effective choices to meet the cravings of a value-
oriented customer. In many ways, this was the dominant theme of the last five
months of the fiscal year, and we are glad to see signs of improvement this fall
from those initiatives!
During the past year, the benefits of our bench strength have come home
to roost, with Claudia San Pedro, our Executive Vice President and Chief
Financial Officer, celebrating her 10th anniversary with our company after
moving into the CFO role in fiscal 2015. In January 2016, we added the role of
President to Todd Smith, our Chief Marketing Officer. His skills in advertising,
digital consumer communications, product innovation, customer insights and
customer relationship management all play toward our increasing emphasis
on technology. Also, John Budd was promoted to Executive Vice President and
Chief Development and Strategy Officer, recognizing his leadership efforts with
respect to in-store retail technologies and supply chain initiatives.
On the Board, R. Neal Black, formerly Chief Executive Officer and President
of Jos. A. Bank Clothiers, Inc., was elected as a director in January 2016. He
filled the position formerly held by Robert M. Rosenberg, who, after 22 years of
service, retired from our Board. We welcome Neal and the unique expertise and
perspective he brings to the Board, and we congratulate Bob for his tireless work
on behalf of Sonic since 1993!
In closing, I believe Sonic continued to make meaningful strides as a brand
during the past year, and the future of our business is coming increasingly into
focus. As mentioned earlier, our multi-layered growth strategies – designed
to increase same-store sales, enhance operating leverage, create momentum
in new drive-in development, capitalize on our unique ascending royalty rate
and deploy free cash flow to grow our brand and enhance shareholder value
– continue to align and gain traction in synergistic ways. As we move ahead,
building a platform for an unmatched customer experience in a digital world, we
recognize fiscal 2016 was neither the beginning of this process, nor the end, but
a significant and satisfying waypoint on a destination toward the 2020 Drive-In.
From my perspective, the view ahead is pretty amazing.
Sincerely,
Clifford Hudson
Chairman and Chief Executive Officer
Sonic Drive-In | 3
Always first in line.
Then. Now. And in the future.
So how does new technology play
with the Sonic format? Actually,
the drive-in is uniquely positioned
for one-on-one communication in a
digital world.
For more than 60 years, Sonic
has capitalized on mobility that
began with America’s newfound
romance with the automobile and
the open road following World
War II. For all those years, Sonic’s
drive-in model, together with
signature Carhop service, has
put customers first in line. As
fast-food customers, especially
millennials, become more mobile,
our drive-in concept – with its
multiple drive-in stall format –
becomes even more relevant.
With mobile ordering on the
horizon, important service
advantages such as personalization
and customization are already
embedded in Sonic’s DNA. For
most competitors, bottlenecks
arise when customers using mobile
ordering are ready to take delivery
of their food. Those customers
face an unexpected choice:
park, enter and stand in line with
other customers who are still
making up their minds about what
to order, or do the same at the
drive-thru. For the competition,
those are likely to be the only
delivery points, defeating the goal
of increased speed and convenience
for the mobile customer.
At Sonic, however, we can extend
the power of first-in-line service
to all customers, regardless of
where their orders were placed,
because our drive-in concept offers
multiple points of delivery with
multiple parking stalls and fast
Carhop service. With an operational
foundation well suited for a mobile
world, we continue to build a
customer experience unlike any
other in QSR.
MANY OF SONIC’S DRIVE-INS
HAVE 24 OR MORE STALLS, A
DRIVE-THRU WINDOW AND POPS
MENU BOARDS ON THE PATIO
Our customers always have multiple
choices to ensure they are first in
line. We’ve catered to mobility from
the beginning, making Sonic fast and
convenient, and we are extending that
legacy in new ways as we think about
mobility in a digital world.
4 | Sonic Drive-In
SONIC ENGAGES
CUSTOMERS LIKE NO OTHER
If you are looking for a unique dining
experience, highlighted by classic
Carhop service, in a place where you
set the pace, you need look no further
than Sonic.
In car
Drive-thru
Patio
Coming soon
Digital
Then. Now. And in the future.
SONIC’S GOT IT
OTHERS DON’T
Sonic Drive-In | 5
HEADIN’ OUT
The new Sonic app conveniently
allows customers to browse our menu
remotely and zero in on their favorite
item for later in the day.
6 | Sonic Drive-In
Built for a
mobile world.
The emergence and convergence
of new technology is changing the
world, and with it, how restaurants
interact with customers. Our
technology initiatives capitalize
on these trends with the rollout of
our Point of Personalized Service,
or POPS, which replaces static,
audio-only menu boards at every
drive-in stall, on the patio and at
the drive-thru, with customized
digital content on a touchscreen.
POPS provides the hardware to
support our Integrated Customer
Experience, or ICE (think software),
to deliver the Sonic Drive-In
experience in a more interactive
and engaging way. Currently, about
two-thirds of the chain has been
upgraded to the POPS platform,
and full implementation is expected
by the end of calendar 2017. This
proprietary medium will allow us to
deliver daypart specific content with
smart upsells to every customer,
with every order.
Our recently introduced Sonic
mobile app was created to build on
this platform, taking our drive-ins
further on the path toward a digital
world. While still in the early stages
of its evolution, the app now allows
customers to find locations, explore
the menu and pay onsite. Next
year, we expect to add additional
new features to the app that include
ordering and payment off premises,
before arrival, to further unlock
menu variety and customization
for each order at Sonic. Sonic and
our franchisees have provided
additional resources for technology
development, cybersecurity and an
emerging Customer Relationship
Management (CRM) program to
reinforce our focus on the future
and complement the strong national
media spend that has made Sonic
so successful.
BULLSEYE! SONIC’S
TECHNOLOGY TARGETS
MILLENNIALS
Millennials are perhaps the most mobile-
oriented generation, spending more time on
their smartphones than any other age group,
so it makes sense to take the
Sonic message directly
to their devices.
EASY DOES IT
Our recently introduced mobile app builds on a strong
technology platform and, with future enhancements
like mobile ordering and offsite payment, it presents yet
another easy way to get your Sonic on.
Sonic Drive-In | 7
Pushing boundaries
with white space everywhere.
Sonic recaptured growth
momentum during fiscal 2015.
That resurgence became even
more clear in fiscal 2016 as a
total of 53 new drive-ins opened,
resulting in net chain expansion of
31 for the year. The key driver for
this growth – and the rising interest
we’ve seen among franchisees
in opening additional locations in
new and existing markets – is a
healthy return on investment with
higher same-store sales, greater
average unit volume and strong
unit profitability. As entrepreneurs,
our franchisees understand the
compelling economic argument
for further expansion, and many
long-time operators recognize
the potential of the Sonic brand
through up and down markets.
All of these positive factors have
advanced over the course of
the past five years, catching the
attention of existing franchisees
and those new to the brand.
Underlying these attractive
metrics, the increasing impact of
our national advertising strategy
continues to attract and excite
customers in existing and future
markets while efficiently delivering
messaging that drives sales across
multiple dayparts.
This progress, on so many fronts,
explains why our development
pipeline is at its strongest since
before the Great Recession.
It underscores our increasing
national footprint – with recent
expansion to Rhode Island, our
45th state, plans to enter Hawaii
during fiscal 2018 and continued
work across the country in
every state. Vast stretches of the
country remain ripe for ongoing
development within and between
existing markets as we deploy
effective media strategies to
bring Sonic to future fans across
the USA.
FOOTPRINT EXPANDS TO
45 STATES IN 2016
Over the past 10 years, customers have
enthusiastically welcomed Sonic to 13
new states, the most recent of which
came this past year as we entered the
state of Rhode Island. In fiscal 2018,
we’ll say Aloha to Hawaii!
Hawaii
Rhode
Island
79 115 152 215
49
2012
2013
2014
2015
2016
2020
0
2011
INCREMENTAL NEW STORE COMMITMENTS ARE GROWING
The Sonic story resonates not only with customers, but also our franchisees.
Coming out of the last recession in 2011, our development pipeline was empty.
As we have continued to implement our multi-layered growth strategies,
boosting average unit volumes and drive-in profitability, our pipeline has
rebounded strongly.
8 | Sonic Drive-In
Pushing boundaries
with white space everywhere.
COMPANY HEADING TO 95% FRANCHISE OWNED
Heavily involved with both menu innovation and expansion, our franchisees have in many ways mapped our
plan for growth. Joyce Lunsford, with 10 drive-ins in Michigan, and Buddy McClain, a 30-year operator in
three states and across many urban areas, reflect the diverse perspectives of our franchisees. Next year,
we’ll complete another round of refranchising, taking our franchise base closer to 95%.
8 | Sonic Drive-In
Sonic Drive-In | 9
PROMOTIONS
DRIVE TRAFFIC
AND OFFER
INCREASED
FLEXIBILITY
From the $5 Boom Box to
Wing Night in America, with
half-price boneless wings after
5 p.m., daypart-specific and
value promotions provide
flexibility to tailor offerings
to meet customer tastes.
10 | Sonic Drive-In
ICED COFFEE DRINKS BRIDGE
DAYPARTS FOR MILLENNIALS
More and more, millennials prefer iced
coffee to the hot version. Either way, Sonic
has their coffee, along with about 1.3 million
other drink combinations.
In a changing
environment,
some things stay the same.
Down deep and underneath
it all, everyone knows that
consistently good-tasting food
and drink, prepared with high-
quality ingredients, is why
restaurant customers return
time after time. Selection, variety
and customization also figure
prominently in this decision.
Sonic scores on all counts, but
doubles down with an all-day
selection of everything on the menu
and ups the ante with complete
customization on anything we
offer. Competitors try to imitate
Sonic’s all-day menu, mostly in a
limited sense – and mainly as an
extended breakfast menu – but they
are still constrained in the choices
they can offer, and good luck with
getting what you want exactly the
way you want it. Actually, there’s
no comparison. A SuperSONIC®
Breakfast Burrito, extra cheese,
extra sausage, at 9:00 pm? Done!
A classic crispy chicken sandwich,
with jalapenos and an OREO®
Cheesecake Shake for breakfast?
Ditto! Other places, not so much.
Sonic’s menu is built around the
finest quality items available, like
all-white meat chicken breasts,
premium beef hot dogs and 100%
pure-beef hamburger patties.
Interestingly, many favorites on
Sonic’s menu do double duty
throughout the day, switch-hitting
as lunchtime items at noon and
snack choices later in the day.
Beyond premium products, Sonic
offers easy-price selections, like
our 2016 limited-time offer $5
Boom Box, which included a choice
of any premium beef 6-inch hot
dog, a junior deluxe cheeseburger,
medium tots or fries, and medium
fountain drink. So, on whichever end
of the spectrum you find yourself,
now and in the future, you’ll find
yourself at Sonic.
WACKY PACK STEALTHILY
PROVIDES FUN WHILE
ENLIGHTENING YOUNGER
CUSTOMERS
Kids think it’s just a fun meal with an
interesting toy or game. Parents know
that a learning opportunity comes
on the side, engaging their
child’s mind in sensory
and tactile ways.
CHICKEN SALES INCREASE, SOON TO
OUTPACE HAMBURGER SALES
With tasty choices like the Ultimate Chicken
Sandwich, it’s no wonder that customers are
choosing chicken more often. Already representing
10% of our total sales, we would not be surprised to
see chicken sales double over the next five years.
10 | Sonic Drive-In
Sonic Drive-In | 11
Take a glance at Sonic
13
16
25
71
2
5
19
24
80
93
73
3,557
Locations Coast-to-Coast
2
3
28
5
7
137
191
276
957
193
167
5
17
46
17
43
5
4
1
13
27
18
15
1
3
53
90
76
225
124
105
108
77
97
Net Income Per Diluted Share
Adjusted Non-GAPP
Reported GAAP
System-wide Same-store Sales
System-wide Drive-Ins Average
Sales Per Drive-In (in thousands)
9
2
.
1
$
4
9
2
.
1
$
0
2
.
1
$
3
0
1
.
1
$
5
8
.
0
$
2
4
8
.
0
$
1
2
7
.
0
$
4
6
.
0
$
0
6
.
0
$
0
6
.
0
$
7.3%
$1,066
$1,109
$1,153
$1,284
$1,244
3.5%
2.6%
2.2%
2.3%
2012
2013
2014
2015
2016
2012
2013
2014
2015
2016
2012
2013
2014
2015
2016
1 Excludes $0.08, net, associated with early
extinguishment of debt, a loss on closure of company
drive-ins and an impairment charge for point-of-
sale assets, all of which were partially offset by the
benefit of a favorable resolution of tax matters.
2 Excludes $0.01, reflecting a tax benefit from the
acceptance by the IRS of a federal tax method
change.
3 Excludes $0.10, net, reflecting various changes in tax
matters, including a benefit of prior-year statutory
tax deduction and a change in the deferred tax
valuation allowance.
4 A number of reductions in Reported GAAP net
income per diluted share totaling $0.19 per diluted
share, including a release of income tax credits, the
tax impact on debt extinguishment and gains on sales
of Company drive-ins and real estate, were exactly
offset by additions totaling $0.19 per diluted share,
including a loss from early extinguishment of debt.
12 | Sonic Drive-In
System-wide Drive-Ins
2016 Business Mix
3,556
3,522
3,518
3,526
3,557
2012
2013
2014
2015
2016
90%Franchised Drive-Ins
10%Company Drive-Ins
Selected Financial Data
The following table sets forth selected financial data regarding the Company’s financial condition and operating results.
One should read the following information in conjunction with “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” below and the Company’s Consolidated Financial Statements included elsewhere in this report.
(In thousands, except per share data)
Income Statement Data:
Company Drive-In sales
Franchise Drive-Ins:
Franchise royalties and fees
Lease revenue
Other
Total revenues
Cost of Company Drive-In sales
Selling, general and administrative
Depreciation and amortization
Provision for impairment of long-lived assets
Other operating (income) expense, net
Total expenses
Income from operations
Interest expense, net(1)
Income before income taxes
Net income-attributable to Sonic Corp.
Income per share:
Basic
Diluted
Weighted average shares used in calculation:
Basic
Diluted
2016
Fiscal Year Ended August 31,
2014
2015
2013
2012
$ 425,795
$ 436,031 $ 405,363 $ 402,296
$ 404,443
170,319
7,459
2,747
606,320
356,820
82,089
44,418
232
(4,691)
478,868
127,452
34,948
92,504
64,067
$
161,342
5,583
3,133
606,089
363,938
79,336
45,892
1,440
(945)
489,661
116,428
24,706
91,722
64,485 $
138,416
4,291
4,279
552,349
342,109
69,415
42,210
114
(176)
453,672
98,677
24,913
73,764
47,916 $
130,737
4,785
4,767
542,585
343,209
66,022
40,387
1,776
1,943
453,337
89,248
32,949
56,299
36,701
$
$
$
1.32
1.29
$
$
1.23 $
1.20 $
0.87 $
0.85 $
0.65
0.64
128,013
6,575
4,699
543,730
347,470
65,173
41,914
764
(531)
454,790
88,940
30,978
57,962
36,085
0.60
0.60
$
$
$
48,703
49,669
52,572
53,953
55,164
56,619
56,384
57,191
60,078
60,172
Cash dividends declared per common share(2)
$
0.44
$
0.27 $
0.09 $
–
$
–
Balance Sheet Data:
Working capital
Property, equipment and capital leases, net
Total assets
Obligations under capital leases
(including current portion)
Long-term debt (including current portion)
Stockholders’ equity (deficit)
(2,383) $
16,201 $
62,994
$
402,162
659,995
$
421,406
620,024
441,969
650,972
67,792
399,661
660,794
$
26,635
443,008
680,760
21,064
578,938
(75,643)
24,440
438,028
17,433
26,743
437,318
62,675
26,864
447,294
77,464
31,676
481,793
59,247
(1)
Includes net loss from early extinguishment of debt of $8.8 million and $4.4 million for fiscal years 2016 and 2013,
respectively.
(2) The first quarter dividend for fiscal year 2015 was declared in the fourth quarter of fiscal year 2014.
Sonic Drive-In | 13
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Overview
Description of the Business. Sonic operates and franchises the largest chain of drive-in restaurants in the United States. As of August
31, 2016, the Sonic system was comprised of 3,557 drive-ins, of which 10% were Company Drive-Ins and 90% were Franchise Drive-Ins.
As announced in the third quarter of fiscal year 2016, we plan to move toward an approximately 95% franchised system as part
of a refranchising initiative. Sonic’s signature food items include specialty drinks (such as cherry limeades and slushes), ice cream
desserts, made-to-order chicken sandwiches and hamburgers, a variety of hot dogs including six-inch premium beef hot dogs and
footlong quarter pound coneys, hand-made onion rings and tater tots. Sonic Drive-Ins also offer breakfast items that include a
variety of breakfast burritos and serve the full menu all day. We derive our revenues primarily from Company Drive-In sales and
royalties from franchisees. We also receive revenues from leasing real estate to franchisees, franchise fees, earnings from minority
investments in franchise operations and other miscellaneous revenues.
Our Company Drive-In revenues and expenses are directly affected by the number and sales volumes of Company Drive-Ins.
Our franchising revenues and other expenses such as depreciation, amortization and selling, general and administrative expenses are
affected by the number and sales volumes of Franchise Drive-Ins. Lease revenues are generated primarily by the leasing of land and
buildings for Company Drive-In operations that have been sold to franchisees.
Overview of Business Performance. System-wide same-store sales increased 2.6% during fiscal year 2016 as compared to an increase
of 7.3% for fiscal year 2015. Same-store sales at Company Drive-Ins increased by 1.7% during fiscal year 2016 as compared to an increase
of 6.9% for fiscal year 2015. Our continued positive same-store sales are a result of the successful implementation of initiatives, including
product quality improvements and innovation, a greater emphasis on personalized service, new technology, a tiered pricing strategy and
a media strategy, that have set a solid foundation for growth. All of these initiatives drive Sonic’s multi-layered growth strategy, which
incorporates same-store sales growth, operating leverage, deployment of cash, an ascending royalty rate and new drive-in development.
Same-store sales growth is the most important layer and drives operating leverage and increased operating cash flows.
Revenues increased to $606.3 million for fiscal year 2016 from $606.1 million for fiscal year 2015, which was primarily due to
an increase in Franchise Drive-In royalties of $9.9 million, partially offset by a decrease in Company Drive-In sales of $10.2 million.
The decrease in Company Drive-In sales was a result of refranchising certain Company Drive-Ins, offset by an increase in sales from
increased same-store sales. Restaurant margins at Company Drive-Ins were unfavorable by 30 basis points during fiscal year 2016,
reflecting increased investments in employees’ compensation and benefits to attract and retain employees at the drive-in level and
the impact of the newly established Brand Technology Fund (“BTF”), partially offset by leverage from sales growth.
Net income and diluted earnings per share for fiscal year 2016 were $64.1 million and $1.29, respectively, as compared to net
income of $64.5 million or $1.20 per diluted share for fiscal year 2015. Excluding the non GAAP adjustments further described below,
net income per diluted share was $1.29 for fiscal year 2016, compared to $1.10 per diluted share in fiscal year 2015.
The following analysis of non-GAAP adjustments is intended to supplement the presentation of the Company’s financial results
in accordance with GAAP. We believe the exclusion of these items in evaluating the change in net income and diluted earnings per
share for the periods below provides useful information to investors and management regarding the underlying business trends
and the performance of our ongoing operations and is helpful for period-to-period and company-to-company comparisons, which
management believes will assist investors in analyzing the financial results for the Company and predicting future performance.
Numbers below are stated in thousands, except per share amounts.
Reported – GAAP
Gain on sale of Company Drive-Ins
Tax impact on Company Drive-Ins sale (1)
FIN 48 release of income tax credits and deductions
Loss from early extinguishment of debt
Tax impact on debt extinguishment (2)
Gain on sale of real estate
Tax impact on real estate sale (3)
Retroactive benefit of Work Opportunity Tax Credit
and resolution of tax matters
Federal tax benefit of prior-year statutory tax deduction
Change in deferred tax valuation allowance
Retroactive effect of federal tax law change
Adjusted - Non-GAAP
14 | Sonic Drive-In
$
$
Diluted
EPS
Fiscal Year Ended
August 31, 2016
Net
Income
64,067
(972)
317
(3,038)
8,750
(3,027)
(1,875)
664
1.29
(0.02)
0.00
(0.06)
0.18
(0.06)
(0.04)
0.01
Fiscal Year Ended
August 31, 2015
$
Net
Income
64,485
–
–
–
–
–
–
–
Diluted
EPS
$
1.20
–
–
–
–
–
–
–
(585)
–
–
–
64,301
$
$
(0.01)
–
–
–
1.29
(666)
(3,199)
(1,701)
612
59,531
$
$
(0.01)
(0.06)
(0.04)
0.01
1.10
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Reported – GAAP
Retroactive benefit of Work Opportunity Tax Credit
and resolution of tax matters
Federal tax benefit of prior-year statutory tax deduction
Change in deferred tax valuation allowance
Retroactive effect of federal tax law change
Benefit from the IRS’s acceptance of a federal tax method change
Adjusted - Non-GAAP
Fiscal Year Ended
August 31, 2015
Net
Income
Diluted
EPS
Fiscal Year Ended
August 31, 2014
Net
Income
Diluted
EPS
$
64,485 $
1.20 $
47,916
$
0.85
(666)
(3,199)
(1,701)
612
–
59,531 $
(0.01)
(0.06)
(0.04)
0.01
–
1.10 $
–
–
–
–
(484)
47,432
$
$
–
–
–
–
(0.01)
0.84
(1) Tax impact during the period at an adjusted effective tax rate of 32.6%.
(2) Tax impact during the period at an effective tax rate of 34.6%.
(3) Tax impact during the period at an adjusted effective tax rate of 35.4%.
The following table provides information regarding the number of Company Drive-Ins and Franchise Drive-Ins operating as of the
end of the years indicated as well as the system-wide change in sales and average unit volume. System-wide information includes
both Company Drive-In and Franchise Drive-In information, which we believe is useful in analyzing the growth of the brand as well as
the Company’s revenues, since franchisees pay royalties based on a percentage of sales.
System-wide Performance
($ in thousands)
Increase in total sales
System-wide drive-ins in operation(1):
Total at beginning of year
Opened
Closed (net of re-openings)
Total at end of year
Average sales per drive-in
Change in same-store sales(2)
Year Ended August 31,
2015
2016
2014
3.5%
8.3%
3.9%
3,526
53
(22)
3,557
1,284 $
2.6%
3,518
41
(33)
3,526
1,244
7.3%
$
3,522
40
(44)
3,518
1,153
3.5%
$
(1) Drive-ins that are temporarily closed for various reasons (repairs, remodeling, relocations, etc.) are not considered closed unless
the Company determines that they are unlikely to reopen within a reasonable time.
(2) Represents percentage change for drive-ins open for a minimum of 15 months.
Results of Operations
Revenues. The following table sets forth the components of revenue for the reported periods and the relative change between
the comparable periods.
($ in thousands)
Company Drive-In sales
Franchise Drive-Ins:
Franchise royalties
Franchise fees
Lease revenue
Other
Total revenues
Revenues
Year Ended August 31,
2016
2015
$ 425,795 $ 436,031 $
Increase
(Decrease)
(10,236)
Percent
Increase
(Decrease)
(2.3) %
168,691
1,628
7,459
2,747
158,813
2,529
5,583
3,133
$ 606,320 $ 606,089 $
9,878
(901)
1,876
(386)
231
6.2
(35.6)
33.6
(12.3)
0.0 %
Sonic Drive-In | 15
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
($ in thousands)
Company Drive-In sales
Franchise Drive-Ins:
Franchise royalties
Franchise fees
Lease revenue
Other
Total revenues
Revenues
Year Ended August 31,
2015
2014
$ 436,031 $ 405,363 $
Increase
(Decrease)
30,668
Percent
Increase
(Decrease)
7.6 %
158,813
2,529
5,583
3,133
137,125
1,291
4,291
4,279
$ 606,089 $ 552,349 $
21,688
1,238
1,292
(1,146)
53,740
15.8
95.9
30.1
(26.8)
9.7 %
The following table reflects the changes in sales and same-store sales at Company Drive-Ins. It also presents information about
average unit volumes and the number of Company Drive-Ins, which is useful in analyzing the growth of Company Drive-In sales.
($ in thousands)
Company Drive-In sales
Percentage increase (decrease)
Company Drive-Ins in operation(1):
Total at beginning of year
Opened
Sold to franchisees
Closed (net of re-openings)
Total at end of year
Average sales per Company Drive-In
Change in same-store sales(2)
Company Drive-In Sales
Year Ended August 31,
2016
2015
2014
$ 425,795 $ 436,031
$ 405,363
(2.3)%
7.6%
0.8%
387
1
(38)
(5)
345
1,142 $
1.7%
391
3
(6)
(1)
387
1,116
6.9%
$
396
3
(7)
(1)
391
1,043
3.5%
$
(1) Drive-ins that are temporarily closed for various reasons (repairs, remodeling, relocations, etc.) are not considered closed unless
the Company determines that they are unlikely to reopen within a reasonable time.
(2) Represents percentage change for drive-ins open for a minimum of 15 months.
Same-store sales for Company Drive-Ins increased 1.7% for fiscal year 2016 and 6.9% for fiscal year 2015, showing continued
momentum from the Company’s successful implementation of initiatives to improve product quality, service and value perception.
During the fiscal fourth quarter, we experienced lower-than-expected traffic, reflecting lower consumer spending in the restaurant
industry and aggressive competitive activity. Company Drive-In sales decreased $10.2 million, or 2.3%, during fiscal year 2016
compared to fiscal year 2015. The change was driven by a $17.3 million decrease related to drive-ins that were refranchised during
the fiscal year, partially offset by an increase of $7.3 million in same-store sales.
For fiscal year 2015, Company Drive-In sales increased $30.7 million, or 7.6%, as compared to 2014. This improvement was primarily
attributable to an increase of $27.4 million in same-store sales and $3.3 million in incremental sales from new drive-in openings.
16 | Sonic Drive-In
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
The following table reflects the change in franchise sales, the number of Franchise Drive-Ins, average unit volumes and
franchising revenues. While we do not record Franchise Drive-In sales as revenues, we believe this information is important in
understanding our financial performance since these sales are the basis on which we calculate and record franchise royalties. This
information is also indicative of the financial health of our franchisees.
($ in thousands)
Franchise Drive-In sales
Percentage increase
Franchise Drive-Ins in operation(1):
Total at beginning of year
Opened
Acquired from the Company
Closed (net of re-openings)
Total at end of year
Average sales per Franchise Drive-In
Change in same-store sales(2)
Franchising revenues(3)
Percentage increase (decrease)
Effective royalty rate(4)
Franchise Information
Year Ended August 31,
2016
2015
2014
$ 4,092,303 $ 3,931,365 $ 3,627,395
4.2%
8.4%
4.1%
3,139
52
38
(17)
3,212
1,301 $
2.7%
3,127
38
6
(32)
3,139
1,261 $
7.3%
$
$
177,778 $ 166,925 $
6.5%
4.12%
17.0%
4.04%
3,126
37
7
(43)
3,127
1,170
3.5%
142,707
5.3%
3.78%
(1) Drive-ins that are temporarily closed for various reasons (repairs, remodeling, relocations, etc.) are not considered closed unless
the Company determines that they are unlikely to reopen within a reasonable time.
(2) Represents percentage change for drive-ins open for a minimum of 15 months.
(3) Consists of revenues derived from franchising activities, including royalties, franchise fees and lease revenues. See Revenue
Recognition Related to Franchise Fees and Royalties in the Critical Accounting Policies and Estimates section of “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” included in this Annual Report.
(4) Represents franchise royalties as a percentage of Franchise Drive-In sales.
Same-store sales for Franchise Drive-Ins increased 2.7% for fiscal year 2016 and 7.3% for fiscal year 2015, showing continued
momentum from the initiatives we have implemented to improve product quality, service and value perception. During the fiscal
fourth quarter, we experienced lower-than-expected traffic, reflecting lower consumer spending in the restaurant industry and
aggressive competitive activity. Franchising revenues increased $10.9 million, or 6.5%, for fiscal year 2016 compared to fiscal year
2015, reflecting an increase in royalties related to positive same-store sales at Franchise Drive-Ins as well as net new unit growth
and franchisee acquisitions of Company Drive-Ins. These factors also impacted the increase in the effective royalty rate compared
to fiscal year 2015. Lease revenues increased compared to the prior year due to an increase in same-store sales and the addition of
new leases.
Franchising revenues increased $24.2 million, or 17.0%, for fiscal year 2015 compared to fiscal year 2014. The increase in
franchising revenues was driven by a license conversion increasing royalty rates for approximately 900 Franchise Drive-Ins, as
well as a 7.3% increase in same-store sales. Lease revenues increased compared to the prior year due to an increase in same-store
sales and the addition of 14 new leases. The effective royalty rate increased compared to fiscal year 2014 as a result of the license
conversion discussed above, as well as improved same-store sales.
Other revenues decreased $0.4 million to $2.7 million in fiscal year 2016 and decreased $1.2 million to $3.1 million in fiscal year
2015 as compared to the prior year. The decrease in fiscal years 2016 and 2015 was primarily due to a decrease in minority income
from investments in franchise operations.
Sonic Drive-In | 17
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Operating Expenses. The following table presents the overall costs of drive-in operations as a percentage of Company Drive-In
sales. Other operating expenses include direct operating costs such as marketing, telephone and utilities, repair and maintenance,
rent, property tax and other controllable expenses.
Costs and expenses:
Company Drive-Ins:
Food and packaging
Payroll and other employee benefits
Other operating expenses
Cost of Company Drive-In sales
Costs and expenses:
Company Drive-Ins:
Food and packaging
Payroll and other employee benefits
Other operating expenses
Cost of Company Drive-In sales
Company Drive-In Margins
Year Ended August 31,
2016
2015
Percentage
Points
Increase
(Decrease)
27.7%
35.3
20.8
83.8%
27.9%
34.8
20.8
83.5%
(0.2)
0.5
–
0.3
Company Drive-In Margins
Year Ended August 31,
2015
2014
Percentage
Points
Increase
(Decrease)
27.9%
34.8
20.8
83.5%
28.7%
34.5
21.2
84.4%
(0.8)
0.3
(0.4)
(0.9)
Drive-in level margins were unfavorable by 30 basis points during fiscal year 2016. Food and packaging costs were favorable
by 20 basis points, which reflected favorable commodity costs offset by the impact of vendor contributions that were previously
credited against food and paper costs for Company Drive-Ins that are now being remitted to the BTF. Payroll and other employee
benefits were unfavorable by 50 basis points reflecting investments in improved employee compensation and benefits to attract
and retain employees at the drive-in level. Other operating expenses were flat as a result of leverage from sales growth offset by
the impact of the fees paid to the new BTF.
Drive-in level margins improved by 90 basis points during fiscal year 2015 reflecting leverage from improved same-store sales.
Food and packaging costs were favorable by 80 basis points, which reflected lower commodity costs primarily related to dairy, as
well as implementation of an inventory management tool. Payroll and other employee benefits were unfavorable by 30 basis points
reflecting increased health care expenses and increased incentive compensation related to growth in same-store sales. Other
operating expenses improved 40 basis points, primarily as a result of leverage from sales growth.
Selling, General and Administrative (“SG&A”). SG&A expenses increased 3.5% to $82.1 million for fiscal year 2016 as compared
to fiscal year 2015, and increased 14.3% to $79.3 million during fiscal year 2015 as compared to fiscal year 2014. These increases
in SG&A expense for fiscal years 2016 and 2015 were primarily related to the costs of additional headcount in support of the
Company’s technology and marketing initiatives.
Depreciation and Amortization. Depreciation and amortization expense decreased 3.2% to $44.4 million in fiscal year 2016.
The decrease during fiscal year 2016 was primarily attributable to assets that fully depreciated in the prior fiscal year and a decrease
in company assets related to Company Drive-Ins that were refranchised during the fiscal year. Depreciation and amortization
expense increased 8.7% to $45.9 million in fiscal year 2015. The increase during fiscal year 2015 was primarily attributable to our
increased investment in technology initiatives at Company Drive-Ins.
Provision for Impairment of Long-Lived Assets. Provision for impairment of long-lived assets decreased $1.2 million to
$0.2 million in fiscal year 2016 compared to $1.4 million for fiscal year 2015 and $0.1 million for 2014. The increase in fiscal year
2015 was the result of a $1.3 million impairment charge in fiscal year 2015 for the write-off of assets associated with some lower
performing drive-ins.
18 | Sonic Drive-In
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Other Operating Income and Expense, Net. Fiscal year 2016 reflected $4.7 million in other operating income compared to $0.9
million for fiscal year 2015 and $0.2 million for fiscal year 2014. The $3.8 million change for fiscal year 2016 was primarily the result
of a $1.8 million gain related to the refranchising of Company Drive-Ins during the fiscal year as well as a gain of $1.9 million related
to the sale of real estate.
Net Interest Expense. Net interest expense increased $10.2 million in fiscal year 2016 compared to a decrease of $0.2 million in
fiscal year 2015 and $3.6 million in fiscal year 2014. The increase in fiscal year 2016 is driven by the $8.8 million loss from the early
extinguishment of debt related to our debt transaction completed in the third quarter of fiscal year 2016 and the related increase
in our long-term debt balance. See “Liquidity and Sources of Capital” and “Quantitative and Qualitative Disclosures About Market
Risk” below for additional information on factors that could impact interest expense.
Income Taxes. The provision for income taxes reflects an effective tax rate of 30.7% for fiscal year 2016 compared with 29.7%
for fiscal year 2015 and 35.0% for fiscal year 2014. The effective income tax rate for fiscal year 2016 was impacted by the recognition
of tax benefits related to a change in uncertain tax positions from prior years and legislation that reinstated and extended the Work
Opportunity Tax Credit (“WOTC”). The lower effective income tax rate for fiscal year 2015 was primarily attributable to the recognition
of prior years’ federal tax deductions, a decrease in the valuation allowance for the deferred tax asset related to state net operating
losses and legislation that reinstated and extended the WOTC. Excluding the nonrecurring tax benefits mentioned above, the effective
tax rate would have been 34.7%, 35.1% and 35.0% for fiscal years 2016, 2015 and 2014, respectively. Our tax rate may continue to
vary significantly from quarter to quarter depending on the timing of stock option exercises and dispositions by option holders and
as circumstances on other tax matters change.
Financial Position
Total assets increased $40.0 million, or 6.5%, to $660.0 million during fiscal year 2016 from $620.0 million at the end of fiscal
year 2015. The increase during the year was driven by a $44.9 million increase in cash, which reflected cash generated from operating
activities and net proceeds from the 2016 debt financing transaction, detailed below in “Liquidity and Sources of Capital,” offset by
purchases of treasury stock and capital expenditures. Further, there was a $7.4 million increase in debt origination costs, also related
to the debt transaction and an increase of $9.2 million in current and non-current accounts and notes receivable, net, primarily due to
short-term financing for refranchised drive-ins and newly constructed drive-ins sold to franchisees and an increase in receivables from
system funds related to the establishment of the BTF in the third quarter of the fiscal year. Additionally, there was a decrease in net
property, equipment and capital leases of $19.2 million, driven by depreciation and asset retirements, partially offset by purchases of
property and equipment.
Total liabilities increased $133.0 million, or 22%, to $735.6 million during fiscal year 2016 from $602.6 million at the end of
fiscal year 2015. The increase was primarily attributable to an increase in long-term debt of $149.3 million, offset by an $8.4 million
decrease in current maturities of long-term debt, all related to the 2016 debt financing transaction, detailed below in “Liquidity and
Sources of Capital.”
Total stockholders’ equity (deficit) decreased $93.1 million, or 533.9%, to a deficit of $75.6 million during fiscal year 2016 from
$17.4 million at the end of fiscal year 2015. This decrease was primarily attributable to $148.3 million in purchases of common stock
under our stock repurchase program and the payment of $21.3 million in dividends, partially offset by current-year earnings of $64.1
million and $9.2 million from the issuance of stock related to stock option exercises and restricted stock units (“RSUs”) that vested
during fiscal year 2016.
Sonic Drive-In | 19
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Sources of Capital
Operating Cash Flows. Net cash provided by operating activities decreased $20.2 million to $116.2 million for fiscal year 2016
as compared to $136.4 million in fiscal year 2015. This decrease resulted from changes in working capital related to the timing of
payments and receipts for both operational and tax transactions.
Investing Cash Flows. Cash used in investing activities increased $8.8 million to $34.1 million for fiscal year 2016 compared to
$25.3 million for fiscal year 2015. During fiscal year 2016, we used $46.6 million of cash for investments in property and equipment
as outlined in the table below (in millions).
Brand technology investments
Purchase and replacement of equipment and technology
Rebuilds, relocations and remodels of existing drive-ins
Newly constructed drive-ins leased or sold to franchisees
Newly constructed Company Drive-Ins
Acquisition of underlying real estate for drive-ins
Total investments in property and equipment
$
15.5
12.4
12.0
3.7
1.7
1.3
$ 46.6
These purchases increased $4.4 million in fiscal year 2016 compared to the same period last year, primarily due to additions to
rebuilds, relocations and remodels of existing drive-ins and brand technology investments, offset by a decline in cash used for the
acquisition of underlying real estate for drive-ins. Additionally, other cash flows used for investing increased as a result of increased
notes receivable, discussed above in “Financial Position.”
Financing Cash Flows. Net cash used in financing activities decreased $82.3 million to $37.2 million for fiscal year 2016 as
compared to $119.5 million in fiscal year 2015. This decrease primarily relates to $140.9 million of net borrowings from the debt
financing transaction and scheduled principal payments, offset by $18.4 million in debt issuance and extinguishment costs, a $30.0
million increase in purchases of treasury stock and a $14.9 million decrease in proceeds from the exercise of stock options.
During fiscal year 2013, in a private transaction, various subsidiaries of ours (the “Co-Issuers”) refinanced and paid $155.0 million
of the Series 2011 Senior Secured Fixed Rate Notes, Class A-2 (the “2011 Fixed Rate Notes”) with the issuance of $155.0 million of
Series 2013-1 Senior Secured Fixed Rate Notes, Class A-2 (the “2013 Fixed Rate Notes”), which bear interest at 3.75% per annum.
The 2013 Fixed Rate Notes have an expected life of seven years, interest payable monthly, no scheduled principal amortization and
an anticipated repayment date in July 2020.
On May 17, 2016, in a private transaction, the Co-Issuers issued $425.0 million of Series 2016-1 Senior Secured Fixed Rate Notes,
Class A-2 (the “2016 Fixed Rate Notes”), which bears interest at 4.47% per annum. The 2016 Fixed Rate Notes have an expected life
of seven years with an anticipated repayment date in May 2023.
The Co-Issuers also entered into a securitized financing facility of Series 2016-1 Senior Secured Variable Funding Notes, Class
A-1 (the “2016 Variable Funding Notes” and, together with the 2016 Fixed Rate Notes, the “2016 Notes”) to replace the Series 2011-1
Senior Secured Variable Funding Notes, Class A-1 (the “2011 Variable Funding Notes”). The 2016 revolving credit facility provides
access to a maximum of $150.0 million of 2016 Variable Funding Notes and certain other credit instruments, including letters of
credit. Interest on the 2016 Variable Funding Notes is based on the one-month London Interbank Offered Rate or Commercial Paper,
depending on the funding source, plus 2.0%, per annum. An annual commitment fee of 0.5% is payable monthly on the unused portion
of the 2016 Variable Funding Notes facility. The 2016 Variable Funding Notes have an expected life of five years with an anticipated
repayment date in May 2021 with two one-year extension options available upon certain conditions including meeting a minimum
debt service coverage ratio threshold.
We used a portion of the net proceeds from the issuance of the 2016 Fixed Rate Notes to repay our existing 2011 Fixed Rate
Notes and 2011 Variable Funding Notes in full and to pay the costs associated with the securitized financing transaction, including
prepayment premiums.
At August 31, 2016, the balance outstanding under the 2013 Fixed Rate Notes and the 2016 Fixed Rate Notes, including accrued
interest, was $155.2 million and $424.5 million, respectively. The weighted-average interest cost of the 2013 Fixed Rate Notes and 2016
Fixed Rate Notes was 4.1% and 4.8%, respectively. The weighted-average interest cost includes the effect of the loan origination costs.
20 | Sonic Drive-In
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
In connection with the 2016 transaction described above, we recognized an $8.8 million loss from the early extinguishment of
debt during the third quarter of fiscal year 2016, which primarily consisted of a $5.9 million prepayment premium and the $2.9 million
write-off of unamortized deferred loan fees remaining from the refinanced debt. This is reflected in “loss from early extinguishment
of debt” on the Consolidated Statements of Income. Loan origination costs associated with the 2016 transaction totaled $12.5 million
and were allocated among the 2016 Notes. Loan costs are being amortized over each note’s expected life, and the unamortized
balance is categorized as “debt origination costs, net” on the Consolidated Balance Sheets. For additional information on our 2013
Fixed Rate Notes and 2016 Notes, see note 9 – Debt, included in the Notes to Consolidated Financial Statements in this Annual Report.
In August 2014, our Board of Directors extended our share repurchase program, authorizing us to purchase up to $105.0 million
of our outstanding shares of common stock during fiscal year 2015. In October 2014, the Company entered into an accelerated share
repurchase (“ASR”) agreement with a financial institution to purchase $15.0 million of the Company’s common stock. In exchange for
a $15.0 million up-front payment, the financial institution delivered approximately 0.6 million shares. During January 2015, the ASR
purchase period concluded. The Company paid an additional $0.1 million with no additional shares delivered, resulting in an average
price per share of $26.32. In February 2015, the Company entered into additional ASR agreements with a financial institution to
purchase $75.0 million of the Company’s common stock. In exchange for a $75.0 million up-front payment, the financial institution
delivered approximately 2.1 million shares. The ASR transactions completed in July 2015 with 0.3 million additional shares delivered,
resulting in an average price per share of $31.38. The Company reflected the ASR transactions as a repurchase of common stock for
purposes of calculating earnings per share and as a forward contract indexed to its own common stock. The forward contract met
all of the applicable criteria for equity classification.
In August 2015, our Board of Directors extended our share repurchase program, authorizing us to purchase up to $145.0 million
of our outstanding shares of common stock through August 31, 2016. Our Board of Directors further extended the share repurchase
program effective May 2016, authorizing the purchase of up to an additional $155.0 million of our outstanding shares of common
stock through August 31, 2017. During fiscal year 2016, approximately 5.2 million shares were repurchased for a total cost of $148.3
million, resulting in an average price per share of $28.48.
Share repurchases will be made from time to time in the open market or otherwise, including through an ASR program, under the
terms of a Rule 10b5-1 plan, in privately negotiated transactions or in round lot or block transactions. The share repurchase program
may be extended, modified, suspended or discontinued at any time.
As of August 31, 2016, our total cash balance of $88.1 million ($72.1 million of unrestricted and $16.0 million of restricted cash
balances) reflected the impact of the cash generated from operating activities, stock option exercise proceeds, 2016 debt transaction
proceeds and cash used for share repurchases, dividends, debt payments and capital expenditures mentioned above. We believe that
existing cash, funds generated from operations and the amount available under our 2016 Variable Funding Notes will meet our needs
for the foreseeable future.
In August 2014, the Company initiated a quarterly cash dividend program and paid a quarterly dividend of $0.09 per share of
common stock, totaling $18.8 million, for fiscal year 2015 and paid a quarterly dividend of $0.11 per share of common stock, totaling
$21.3 million, for fiscal year 2016. Subsequent to the end of the fiscal year, the Company declared a quarterly dividend of $0.14 per
share of common stock to be paid to stockholders of record as of the close of business on November 9, 2016, with a payment date
of November 18, 2016. The future declaration of quarterly dividends and the establishment of future record and payment dates are
subject to the final determination of the Company’s Board of Directors.
Off-Balance Sheet Arrangements
The Company has obligations for guarantees on certain franchisee loans, which in the aggregate are immaterial, and obligations
for guarantees on certain franchisee lease agreements. Other than such guarantees and various operating leases and purchase
obligations, which are disclosed below in “Contractual Obligations and Commitments” and in note 6 - Leases and note 14 –
Commitments and Contingencies, included in the Notes to Consolidated Financial Statements in this Annual Report, the Company
has no other material off-balance sheet arrangements.
Sonic Drive-In | 21
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Contractual Obligations and Commitments
In the normal course of business, Sonic enters into purchase contracts, lease agreements and borrowing arrangements. The
following table presents our commitments and obligations as of August 31, 2016 (in thousands):
Long-term debt(1)
Capital leases
Operating leases
Purchase obligations(2)
Other(3)
Total
Payments Due by Fiscal Year
Less than
1 Year
(2017)
$ 26,136
5,051
10,914
26,066
–
$ 68,167
1 – 3
Years
(2018 to 2019)
$
49,415
8,044
21,704
42,392
–
$ 121,555
3 – 5
Years
(2020 to 2021)
$ 197,957
6,390
20,784
45,738
–
$ 270,869
Total
$ 728,570
26,503
117,135
235,841
14,088
$ 1,122,137
More than
5 Years
(2022 and
thereafter)
$ 455,062
7,018
63,733
121,645
–
$ 647,458
(1)
Includes scheduled principal and interest payments on our 2016 Notes and 2013 Fixed Rate Notes and assumes these notes will
be outstanding for the expected seven-year life with anticipated repayment dates in July 2020 and May 2023, respectively.
(2) Purchase obligations primarily relate to the Company’s estimated share of system-wide commitments to purchase food products.
We have excluded agreements that are cancelable without penalty. These amounts require estimates and could vary due to the
timing of volumes and changes in market pricing.
Includes $0.6 million of unrecognized tax benefits related to uncertain tax positions and $13.5 million related to guarantees
of franchisee leases and loan agreements. As we are not able to reasonably estimate the timing or amount of these payments,
if any, the related balances have not been reflected in the “Payments Due by Fiscal Year” section of the table.
(3)
Impact of Inflation
We are impacted by inflation which has caused increases in our food, labor and benefits costs and has increased our
operating expenses. To the extent permitted by competition and the consumer environment, increased costs are recovered
through a combination of menu price increases and alternative products, efficiencies or processes, or by implementing other
cost reduction procedures.
Critical Accounting Policies and Estimates
The Consolidated Financial Statements and Notes to Consolidated Financial Statements included in this document contain
information that is pertinent to management’s discussion and analysis. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to use its judgment to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. These assumptions and estimates
could have a material effect on our financial statements. We evaluate our assumptions and estimates on an ongoing basis using
historical experience and various other factors that are believed to be relevant under the circumstances. Actual results may differ
from these estimates under different assumptions or conditions.
We perform a periodic review of our financial reporting and disclosure practices and accounting policies to ensure that
our financial reporting and disclosures provide accurate and transparent information relative to the current economic and business
environment. We believe the following significant accounting policies and estimates involve a high degree of risk, judgment and/
or complexity.
Accounting for Long-Lived Assets. We review Company Drive-In assets for impairment when events or circumstances indicate
they might be impaired. We test for impairment using historical cash flows and other relevant facts and circumstances as the
primary basis for our estimates of future cash flows. This process requires us to estimate fair values of our drive-ins by making
assumptions regarding future cash flows and other factors. It is reasonably possible that our estimates of future cash flows could
change resulting in the need to write down to fair value certain Company Drive-In assets.
22 | Sonic Drive-In
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
We assess the recoverability of goodwill at least annually and more frequently if events or changes in circumstances occur
indicating that the carrying amount of goodwill may not be recoverable or as a result of allocating goodwill to Company Drive-Ins
that are sold. Since the Company is one reporting unit, we identify potential goodwill impairment by comparing the fair value of the
Company to its carrying value. The fair value of the Company is determined using a market approach. If the carrying value of the
Company exceeds fair value, a comparison of the fair value of goodwill against the carrying value of goodwill is made to determine
whether goodwill has been impaired.
During the fourth quarter of fiscal year 2016, we performed our annual assessment of the recoverability of goodwill and
determined that no impairment was indicated. As of the impairment testing date, the fair value of the Company significantly
exceeded the carrying value. As of August 31, 2016, the Company had $76.7 million of goodwill.
Revenue Recognition Related to Franchise Fees and Royalties. Franchise fees and development fees are generally recognized
upon the opening of a Franchise Drive-In or upon termination of the agreement between the Company and the franchisee. Our
franchisees pay royalties based on a percentage of sales. Royalties are recognized as revenue when they are earned.
Accounting for Stock-Based Compensation. We estimate the fair value of stock options granted using the Black-Scholes option
pricing model along with the assumptions shown in note 12 – Stockholders’ Equity (Deficit), included in the Notes to Consolidated
Financial Statements in this Annual Report. The assumptions used in computing the fair value of stock-based payments reflect
our best estimates, but involve uncertainties relating to market and other conditions, many of which are outside of our control. We
estimate expected volatility based on historical daily price changes of the Company’s stock for a period equal to the current expected
term of the options. The expected option term is the number of years the Company estimates that options will be outstanding prior
to exercise considering vesting schedules and our historical exercise patterns. If other assumptions or estimates had been used, the
stock-based compensation expense that was recorded could have been materially different. Furthermore, if different assumptions
are used in future periods, stock-based compensation expense could be materially impacted.
Income Taxes. We estimate certain components of our provision for income taxes. These estimates include, among other
items, depreciation and amortization expense allowable for tax purposes, allowable tax credits for items such as wages paid to
certain employees, effective rates for state and local income taxes and the tax deductibility of certain other items.
Although we believe we have adequately accounted for our uncertain tax positions, from time to time, audits result in proposed
assessments where the ultimate resolution may give rise to us owing additional taxes. We adjust our uncertain tax positions until
they are resolved in light of changing facts and circumstances, such as the completion of a tax audit, expiration of a statute of
limitations, the refinement of an estimate and penalty and interest accruals associated with uncertain tax positions. We believe that
our tax positions comply with applicable tax law and that we have adequately provided for these matters. However, to the extent
that the final tax outcome of these matters is different from the amounts recorded, such differences will impact the provision for
income taxes in the period in which such determination is made.
Our estimates are based on the best available information at the time that we prepare the provision, including legislative and
judicial developments. We generally file our annual income tax returns several months after our fiscal year end. Income tax returns
are subject to audit by federal, state and local governments, typically several years after the returns are filed. These returns could
be subject to material adjustments or differing interpretations of the tax laws. Adjustments to these estimates or returns can result
in significant variability in the tax rate from period to period.
Leases. We lease the land and buildings for certain Company Drive-Ins from third parties. Rent expense for operating leases
is recognized on a straight-line basis over the expected lease term, including cancelable option periods when it is deemed to be
reasonably assured that we would incur an economic penalty for not exercising the options. Judgment is required to determine
options expected to be exercised. Within the terms of some of our leases, there are rent holidays and/or escalations in payments
over the base lease term, as well as renewal periods. The effects of the rent holidays and escalations are reflected in rent expense on
a straight-line basis over the expected lease term, including cancelable option periods when appropriate. The lease term commences
on the date when we have the right to control the use of lease property, which can occur before rent payments are due under the
terms of the lease. Contingent rent is generally based on sales levels and is accrued at the point in time we determine that it is
probable that such sales levels will be achieved.
Sonic Drive-In | 23
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Accounts and Notes Receivable. We charge interest on past due accounts receivable and recognize income as it is collected.
Interest accrues on notes receivable based on the contractual terms of the respective notes. We monitor all accounts and notes
receivable for delinquency and provide for estimated losses for specific receivables that are not likely to be collected. We assess
credit risk for accounts and notes receivable of specific franchisees based on payment history, current payment patterns, the health
of the franchisee’s business and an assessment of the franchisee’s ability to pay outstanding balances. In addition to allowances for
bad debt for specific franchisee receivables, a general provision for bad debt is estimated for accounts receivable based on historical
trends. Account balances generally are charged against the allowance when we believe it is probable that the receivable will not be
recovered and legal remedies have been exhausted. We continually review our allowance for doubtful accounts.
New Accounting Pronouncements
For a description of new accounting pronouncements, see the “New Accounting Pronouncements” section of note 1 – Summary
of Significant Accounting Policies, included in the Notes to Consolidated Financial Statements in this Annual Report.
Quantitative and Qualitative Disclosures About Market Risk
Sonic’s use of debt directly exposes the Company to interest rate risk. Fixed rate debt, where the interest rate is fixed over the
life of the instrument, exposes the Company to changes in market interest rates reflected in the fair value of the debt and to the
risk that the Company may need to refinance maturing debt with new debt at a higher rate. Sonic is also exposed to market risk
from changes in commodity prices. The Company does not utilize financial instruments for trading purposes. Sonic manages its
debt portfolio to achieve an overall desired position of fixed and floating rates.
Interest Rate Risk. Our exposure to interest rate risk at August 31, 2016, was primarily based on the 2013 Fixed Rate Notes and
2016 Fixed Rate Notes with an effective rate of 3.75% and 4.47%, respectively, before amortization of debt-related costs. At August
31, 2016, the fair value of the 2013 Fixed Rate Notes and 2016 Fixed Rate Notes approximated their carrying value of $579.6 million,
including accrued interest. To derive the fair value, management used market information available for public debt transactions for
companies with ratings that are similar to our ratings and information gathered from brokers who trade in our notes. Management
believes this fair value is a reasonable estimate. Should interest rates and/or credit spreads increase or decrease by one percentage
point, the estimated fair value of the 2013 Fixed Rate Notes and 2016 Fixed Rate Notes would decrease or increase by approximately
$15.0 million, respectively. The fair value estimate required significant assumptions by management.
Commodity Price Risk. The Company and its franchisees purchase certain commodities such as beef, potatoes, chicken and
dairy products. These commodities are generally purchased based upon market prices established with vendors. These purchase
arrangements may contain contractual features that limit the price paid by establishing price floors or caps; however, we generally
do not make any long-term commitments to purchase any minimum quantities under these arrangements other than as disclosed
under “Contractual Obligations and Commitments.” We also do not use financial instruments to hedge commodity prices because
these purchase arrangements help control the ultimate cost.
This market risk discussion contains forward-looking statements. Actual results may differ materially from this discussion
based upon general market conditions and changes in financial markets.
24 | Sonic Drive-In
Consolidated Balance Sheets
(In thousands, except per share amounts)
Assets
Current assets:
Cash and cash equivalents
Restricted cash
Accounts and notes receivable, net
Inventories
Prepaid expenses
Other current assets
Total current assets
Noncurrent restricted cash
Notes receivable, net
Property, equipment and capital leases, net
Goodwill
Debt origination costs, net
Other assets, net
Total assets
Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable
Franchisee deposits
Accrued liabilities
Income taxes payable
Current maturities of long-term debt and capital leases
Total current liabilities
Obligations under capital leases due after one year
Long-term debt due after one year
Deferred income taxes
Other non-current liabilities
Commitments and contingencies (Notes 6, 7, 13, 14)
Stockholders’ equity (deficit):
Preferred stock, par value $.01; 1,000 shares authorized; none outstanding
Common stock, par value $.01; 245,000 shares authorized; 118,309 shares
issued in 2016 and in 2015
Paid-in capital
Retained earnings
Treasury stock, at cost; 71,670 shares in 2016 and 67,249 shares in 2015
Total stockholders’ equity (deficit)
Total liabilities and stockholders’ equity (deficit)
The accompanying notes are an integral part of the consolidated financial statements.
August 31,
2016
2015
$
$
$
72,092 $
15,873
35,437
3,321
4,713
6,221
137,657
140
12,562
402,162
76,734
14,427
16,313
27,191
13,246
31,577
3,824
5,544
4,056
85,438
6,524
7,216
421,406
77,076
7,056
15,308
659,995 $ 620,024
14,372 $
720
51,913
2,568
5,090
74,663
17,391
577,521
42,530
23,533
13,860
870
50,714
8,910
13,467
87,821
20,763
428,238
43,549
22,220
–
–
1,183
1,183
232,550
234,956
851,715
894,442
(1,068,015)
(1,206,224)
(75,643)
17,433
659,995 $ 620,024
$
Sonic Drive-In | 25
Consolidated Statements of Income
(In thousands, except per share amounts)
Revenues:
Company Drive-In sales
Franchise Drive-Ins:
Franchise royalties and fees
Lease revenue
Other
Total revenues
Costs and expenses:
Company Drive-Ins:
Food and packaging
Payroll and other employee benefits
Other operating expenses, exclusive of
depreciation and amortization included below
Total cost of Company Drive-In sales
Selling, general and administrative
Depreciation and amortization
Provision for impairment of long-lived assets
Other operating income, net
Total costs and expenses
Income from operations
Interest expense
Interest income
Loss from early extinguishment of debt
Net interest expense
Income before income taxes
Provision for income taxes
Net income
Basic income per share
Diluted income per share
Year Ended August 31,
2016
2015
2014
$ 425,795 $ 436,031
$ 405,363
170,319
7,459
2,747
606,320
161,342
5,583
3,133
606,089
138,416
4,291
4,279
552,349
118,136
150,260
121,701
151,801
116,325
139,939
88,424
356,820
90,436
363,938
85,845
342,109
82,089
44,418
232
(4,691)
478,868
127,452
79,336
45,892
1,440
(945)
489,661
116,428
26,714
(516)
8,750
34,948
92,504
28,437
64,067 $
25,114
(408)
–
24,706
91,722
27,237
64,485
1.32 $
1.29 $
1.23
1.20
$
$
$
$
$
$
69,415
42,210
114
(176)
453,672
98,677
25,382
(469)
–
24,913
73,764
25,848
47,916
0.87
0.85
Cash dividends declared per common share
$
0.44 $
0.27
$
0.09
The accompanying notes are an integral part of the consolidated financial statements.
26 | Sonic Drive-In
Consolidated Statements of Stockholders’ Equity (Deficit)
(In thousands)
Balance at August 31, 2013
Net income
Cash dividends
Stock-based compensation expense
Purchase of treasury stock
Exercise of stock options and
issuance of restricted stock
Other
Balance at August 31, 2014
Net income
Cash dividends
Stock-based compensation expense
Purchase of treasury stock
Exercise of stock options and
issuance of restricted stock
Other
Balance at August 31, 2015
Net income
Cash dividends
Stock-based compensation expense
Purchase of treasury stock
Exercise of stock options and
issuance of restricted stock
Other
Balance at August 31, 2016
Common
Stock
$ 1,183
–
–
–
–
–
–
$ 1,183
–
–
–
–
–
–
$ 1,183
–
–
–
–
Paid-in
Capital
$ 224,768
–
–
3,742
–
Amount
Retained Treasury Stock
Earnings
$ 758,138
47,916
(4,852)
–
–
Shares
62,025
–
–
–
4,080
(906,625)
–
–
–
(80,045)
$
(4,186)
680
$ 225,004
-
-
3,520
-
-
-
$ 801,202
64,485
(13,972)
–
–
(1,458)
5,484
$ 232,550
–
–
3,766
–
$
–
–
851,715
64,067
(21,340)
–
–
(1,575)
(25)
64,505
–
–
–
4,201
(1,438)
(19)
67,249
–
–
–
5,209
$
$
21,593
363
(964,714)
–
–
–
(123,786)
20,190
295
(1,068,015)
–
–
–
(148,345)
Total
Stockholders’
Equity (Deficit)
$
77,464
47,916
(4,852)
3,742
(80,045)
$
17,407
1,043
62,675
64,485
(13,972)
3,520
(123,786)
$
18,732
5,779
17,433
64,067
(21,340)
3,766
(148,345)
–
–
$ 1,183
(5,941)
4,581
$ 234,956
–
–
$ 894,442
(767)
(21)
71,670
9,783
353
3,842
4,934
$ (1,206,224) $ (75,643)
The accompanying notes are an integral part of the consolidated financial statements.
Sonic Drive-In | 27
Consolidated Statements of Cash Flows
(In thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization
Stock-based compensation expense
Loss from early extinguishment of debt
Other
(Increase) decrease in operating assets:
Restricted cash
Accounts receivable and other assets
Increase (decrease) in operating liabilities:
Accounts payable
Accrued and other liabilities
Income taxes
Total adjustments
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment
Proceeds from sale of assets
Other
Net cash used in investing activities
Cash flows from financing activities:
Payments on debt
Proceeds from borrowings
Restricted cash for securitization obligations
Purchases of treasury stock
Proceeds from exercise of stock options
Payment of dividends
Debt issuance and extinguishment costs
Other
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental cash flow information
Cash paid during the year for:
Interest
Income taxes (net of refunds)
Non-cash investing and financing activities:
Change in obligation to acquire treasury stock
Stock options exercised by stock swap
Accrued PP&E at period end
Dividend Payable
The accompanying notes are an integral part of the consolidated financial statements.
28 | Sonic Drive-In
Year Ended August 31,
2016
2015
2014
$
64,067 $
64,485
$
47,916
44,418
3,766
8,750
270
45,892
3,520
–
9,366
42,210
3,742
–
735
(2,829)
2,109
(61)
2,885
(1,428)
(5,977)
380
4,520
(9,242)
52,142
116,209
(1,288)
10,296
1,267
71,877
136,362
640
7,347
8,363
55,632
103,548
(46,553)
16,206
(3,713)
(34,060)
(42,153)
13,701
3,132
(25,320)
(79,008)
2,148
6,337
(70,523)
(422,090)
563,000
6,587
(150,444)
3,842
(21,309)
(18,420)
1,586
(37,248)
(90,290)
91,000
151
(120,463)
18,732
(18,808)
(12)
145
(119,545)
(9,976)
-
181
(79,786)
17,407
–
(151)
(2,902)
(75,227)
44,901
27,191
72,092 $
(8,503)
35,694
27,191
(42,202)
77,896
35,694
$
$
$ 24,883 $
27,821
23,330
11,360
$
23,701
14,143
(2,099)
6,396
3,471
44
3,323
3,385
3,346
13
259
4,634
3,297
4,852
Notes to Consolidated Financial Statements
August 31, 2016, 2015 and 2014 (In thousands, except per share data)
1. Summary of Significant Accounting Policies
Operations
Sonic Corp. (the “Company”) operates and franchises a chain of quick-service restaurants in the United States (“U.S.”). It derives
its revenues primarily from Company Drive-In sales and royalty fees from franchisees. The Company also leases real estate and
receives equity earnings in noncontrolling ownership in a number of Franchise Drive Ins.
Principles of Consolidation
The accompanying financial statements include the accounts of the Company, its wholly owned subsidiaries and a number of
Company Drive-Ins in which a subsidiary has a controlling ownership interest. All intercompany accounts and transactions have
been eliminated.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”)
requires management to make estimates and assumptions that affect the amounts reported and contingent assets and liabilities
disclosed in the financial statements and accompanying notes. Actual results may differ from those estimates, and such differences
may be material to the financial statements.
Reclassifications
Certain amounts reported in previous years, which are not material, have been combined and reclassified to conform to the
current-year presentation.
Segment Reporting
In accordance with Accounting Standards Update (“ASU”) 280, “Segment Reporting,” the Company uses the management
approach for determining its reportable segments. The management approach is based upon the way that management reviews
performance and allocates resources. The Company’s chief operating decision maker and his management team review operating
results on a consolidated basis for purposes of allocating resources and evaluating the financial performance of the Sonic brand.
Accordingly, the Company has determined that it has one operating segment and, therefore, one reporting segment.
Cash Equivalents
Cash equivalents consist of highly liquid investments, primarily money market accounts that mature in three months or less
from date of purchase, and depository accounts.
Restricted Cash
As of August 31, 2016, the Company had restricted cash balances totaling $16.0 million for funds required to be held in trust for
the benefit of senior noteholders under the Company’s debt arrangements. The current portion of restricted cash of $15.9 million
represents amounts to be returned to Sonic or paid to service current debt obligations. The noncurrent portion of $0.1 million
represents interest reserves required to be set aside for the duration of the debt.
Accounts and Notes Receivable
The Company charges interest on past due accounts receivable and recognizes income as it is collected. Interest accrues on
notes receivable based on the contractual terms of the respective note. The Company monitors all accounts and notes receivable
for delinquency and provides for estimated losses for specific receivables that are not likely to be collected. The Company assesses
credit risk for accounts and notes receivable of specific franchisees based on payment history, current payment patterns, the health
of the franchisee’s business and an assessment of the franchisee’s ability to pay outstanding balances. In addition to allowances
for bad debt for specific franchisee receivables, a general provision for bad debt is estimated for the Company’s accounts receivable
based on historical trends. Account balances generally are charged against the allowance when the Company believes that the
collection is no longer reasonably assured. The Company continually reviews its allowance for doubtful accounts.
Inventories
Inventories consist principally of food and supplies that are carried at the lower of cost (first-in, first-out basis) or market.
Sonic Drive-In | 29
Notes to Consolidated Financial Statements
August 31, 2016, 2015 and 2014 (In thousands, except per share data)
Property, Equipment and Capital Leases
Property and equipment are recorded at cost, and leased assets under capital leases are recorded at the present value of
future minimum lease payments. Depreciation of property and equipment and amortization of capital leases are computed by the
straight-line method over the estimated useful lives or the lease term, including cancelable option periods when appropriate, and
are combined for presentation in the financial statements.
Accounting for Long-Lived Assets
The Company reviews long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an
asset might not be recoverable. Assets are grouped and evaluated for impairment at the lowest level for which there are identifiable
cash flows that are largely independent of the cash flows of other groups of assets, which generally represents the individual drive-in.
The Company’s primary test for an indicator of potential impairment is operating losses of the related drive-in. If an indication of
impairment is determined to be present, the Company estimates the future cash flows expected to be generated from the use of
the asset and its eventual disposal. If the sum of undiscounted future cash flows is less than the carrying amount of the asset, an
impairment loss is recognized. The impairment loss is measured by comparing the fair value of the asset to its carrying amount.
Fair value is typically determined to be the value of the land since drive-in buildings and improvements are single-purpose assets
and have little value to market participants. The equipment associated with a drive-in can be easily relocated to another drive-in
and therefore is not adjusted.
Surplus property assets are carried at the lower of depreciated cost or fair value less cost to sell. The majority of the value
in surplus property is land. Fair values are estimated based upon management’s assessment as well as independent market value
assessments of the assets’ estimated sales values.
Goodwill and Other Intangible Assets
Goodwill is determined based on an acquisition purchase price in excess of the fair value of identified assets. Intangible assets
with lives restricted by contractual, legal or other means are amortized over their useful lives. The Company tests goodwill at least
annually for impairment using the fair value approach on a reporting unit basis.
Since the Company is one reporting unit, potential goodwill impairment is evaluated by comparing the fair value of the Company
to its carrying value. The fair value of the Company is determined using a market approach. If the carrying value of the Company
exceeds fair value, a comparison of the fair value of goodwill against the carrying value of goodwill is made to determine whether
goodwill has been impaired. During the fourth quarters of fiscal years 2016 and 2015, the annual assessment of the recoverability
of goodwill was performed, and no impairment was indicated.
The Company’s intangible assets subject to amortization consist primarily of acquired franchise agreements, intellectual
property and other intangibles. Amortization expense is calculated using the straight-line method over the asset’s expected useful
life. See note 4 - Goodwill and Other Intangibles for additional related disclosures.
Refranchising and Closure of Company Drive-Ins
Gains and losses from the sale or closure of Company Drive-Ins are recorded as “other operating (income) expense, net” on the
Consolidated Statements of Income.
Revenue Recognition, Franchise Fees and Royalties
Revenue from Company Drive-In sales is recognized when food and beverage products are sold. Company Drive-In sales are
presented net of sales tax and other sales-related taxes.
The Company’s gift card program serves all Sonic Drive-Ins and is administered by the Company on behalf of a system
advertising fund. The Company records a liability in the period in which a gift card is sold. The gift cards do not have expiration dates.
As gift cards are redeemed, the liability is reduced with revenue recognized on redemptions at Company Drive-Ins. Breakage is the
amount on a gift card that is not expected to be redeemed and that the Company is not required to remit to a state under unclaimed
property laws. The Company estimates breakage based upon the historical trend in redemption patterns from previously sold gift
cards. The Company’s policy is to recognize the breakage, using the delayed recognition method, when it is apparent that there is
a remote likelihood the gift card balance will be redeemed. The Company reduces the gift card liability for the estimated breakage
and uses that amount to defray the costs of operating the gift card program. There is no income recognized on unredeemed gift
card balances. Costs to administer the gift card program, net of breakage, are included in the receivables from advertising funds as
set forth in note 3 – Accounts and Notes Receivable. Such costs were not material in fiscal years 2016, 2015 and 2014.
30 | Sonic Drive-In
Notes to Consolidated Financial Statements
August 31, 2016, 2015 and 2014 (In thousands, except per share data)
Franchise fees are recognized in income when the Company has substantially performed or satisfied all material services or
conditions relating to the sale of the franchise, and the fees are generally nonrefundable. Development fees are nonrefundable
and are recognized in income on a pro-rata basis when the conditions for revenue recognition under the individual development
agreements are met. Both franchise fees and development fees are generally recognized upon the opening of a Franchise Drive-In
or upon termination of the agreement between the Company and the franchisee.
The Company’s franchisees pay royalties based on a percentage of sales. Royalties are recognized as revenue when they
are earned.
Advertising Costs
Costs incurred in connection with advertising and promoting the Company’s products are included in other operating expenses
and are expensed as incurred. Such costs amounted to $23.4 million, $24.5 million and $22.4 million in fiscal years 2016, 2015 and
2014, respectively.
Under the Company’s franchise agreements, both Company Drive-Ins and Franchise Drive-Ins must contribute a minimum
percentage of revenues to a national media production fund (“Sonic Brand Fund”) and spend an additional minimum percentage of
gross revenues on advertising, either directly or through Company-required participation in advertising cooperatives. A significant
portion of the advertising cooperative contributions is remitted to the System Marketing Fund, which purchases advertising on
national cable and broadcast networks and local broadcast networks and also funds other national media expenses and sponsorship
opportunities. As stated in the terms of existing franchise agreements, these funds do not constitute assets of the Company, and
the Company acts with limited agency in the administration of these funds. Accordingly, neither the revenues and expenses nor
the assets and liabilities of the advertising cooperatives, the Sonic Brand Fund or the System Marketing Fund are included in the
Company’s consolidated financial statements. However, all advertising contributions by Company Drive-Ins are recorded as an
expense on the Company’s financial statements.
Under the Company’s franchise agreements, the Company is reimbursed by the Sonic Brand Fund for costs incurred to
administer the fund at an amount not to exceed 15% of the Sonic Brand Fund’s gross receipts. Reimbursements from the Sonic
Brand Fund are offset against selling, general and administrative expenses and totaled $5.2 million, $5.0 million and $4.4 million in
fiscal years 2016, 2015 and 2014, respectively.
Technology Costs
Under the Company’s franchise agreements, both Company Drive-Ins and Franchise Drive-Ins must pay a set technology
fee to the Brand Technology Fund (“BTF”), which was established in the third quarter of fiscal year 2016. The BTF administers
cybersecurity and other technology programs for the Sonic system. As stated in the terms of existing franchise agreements,
these funds do not constitute assets of the Company, and the Company acts with limited agency in the administration of these
funds. Accordingly, neither the revenues and expenses nor the assets and liabilities of the BTF are included in the Company’s
consolidated financial statements. However, technology fees paid by Company Drive-Ins are recorded as an expense on the
Company’s financial statements.
Under the Company’s franchise agreements, the Company is reimbursed by the BTF for costs incurred to administer the fund
at an amount not to exceed 15% of the BTF’s gross receipts. Reimbursements from the BTF are offset against selling, general and
administrative expenses and totaled $2.5 million in fiscal year 2016.
Operating Leases
Rent expense is recognized on a straight-line basis over the expected lease term, including cancelable option periods when it is
deemed to be reasonably assured that the Company would incur an economic penalty for not exercising the options. Within the terms
of some of the leases, there are rent holidays and/or escalations in payments over the base lease term, as well as renewal periods.
The effects of the holidays and escalations have been reflected in rent expense on a straight-line basis over the expected lease term,
which includes cancelable option periods when appropriate. The lease term commences on the date when the Company has the right
to control the use of the leased property, which can occur before rent payments are due under the terms of the lease. Contingent
rent is generally based on sales levels and is accrued at the point in time it is probable that such sales levels will be achieved.
Sonic Drive-In | 31
Notes to Consolidated Financial Statements
August 31, 2016, 2015 and 2014 (In thousands, except per share data)
Stock-Based Compensation
The Company grants incentive stock options (“ISOs”), non-qualified stock options (“NQs”) and restricted stock units (“RSUs”).
For grants of NQs and RSUs, the Company expects to recognize a tax benefit upon exercise of the option or vesting of the RSU. As
a result, a tax benefit is recognized on the related stock-based compensation expense for these types of awards. For grants of ISOs,
a tax benefit only results if the option holder has a disqualifying disposition. As a result of the limitation on the tax benefit for ISOs,
the tax benefit for stock-based compensation will generally be less than the Company’s overall tax rate and will vary depending on
the timing of employees’ exercises and sales of stock.
Stock-based compensation is measured at the grant date based on the calculated fair value of the award and is recognized
as an expense on a straight-line basis over the requisite service period of the award, generally the vesting period of the grant. For
additional information on stock-based compensation see note 12 - Stockholders’ Equity (Deficit).
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in
income in the period that includes the enactment date.
Income tax benefits credited to equity relate to tax benefits associated with amounts that are deductible for income tax
purposes but do not affect earnings. These benefits are principally generated from employee exercises of NQs, the vesting of RSUs
and disqualifying dispositions of ISOs.
The threshold for recognizing the financial statement effects of a tax position is when it is more likely than not, based on the
technical merits, that the position will be sustained upon examination by a taxing authority. Recognized tax positions are initially
and subsequently measured as the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement
with a taxing authority. Interest and penalties related to unrecognized tax benefits are included in income tax expense.
Additional information regarding the Company’s unrecognized tax benefits is provided in note 11 - Income Taxes.
Fair Value Measurements
The Company’s financial assets and liabilities consist of cash and cash equivalents, accounts and notes receivable, accounts
payable and long-term debt. The fair value of cash and cash equivalents, accounts receivable and accounts payable approximates
their carrying amounts due to the short-term nature of these assets and liabilities.
The following methods and assumptions were used by the Company in estimating fair values of its financial instruments:
• Notes receivable - As of August 31, 2016 and 2015, the carrying amounts of notes receivable (both current and non-current)
approximate fair value due to the effect of the related allowance for doubtful accounts.
• Long-term debt - The Company prepares a discounted cash flow analysis for its fixed and variable rate borrowings to estimate
fair value each quarter. This analysis uses Level 2 inputs from market information available for public debt transactions for
companies with ratings that are similar to the Company’s ratings and from information gathered from brokers who trade
in the Company’s notes. The fair value estimate required significant assumptions by management. Management believes
this fair value is a reasonable estimate. For more information regarding the Company’s long-term debt, see note 9 - Debt and
note 10 - Fair Value of Financial Instruments.
Certain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis, which means these assets and
liabilities are not measured at fair value on an ongoing basis but are subject to periodic impairment tests. For the Company,
these items primarily include long-lived assets, goodwill and other intangible assets. Refer to sections “Accounting for Long-Lived
Assets” and “Goodwill and Other Intangible Assets,” discussed above, for inputs and valuation techniques used to measure the fair
value of these nonfinancial assets. The fair value was based upon management’s assessment as well as independent market value
assessments which involved Level 2 and Level 3 inputs.
New Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with
Customers,” which requires an entity to recognize revenue in an amount that reflects the consideration to which the entity expects
to be entitled for the transfer of promised goods or services to customers. The standard also requires additional disclosure regarding
32 | Sonic Drive-In
Notes to Consolidated Financial Statements
August 31, 2016, 2015 and 2014 (In thousands, except per share data)
the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The ASU will replace
most of the existing revenue recognition requirements in U.S. GAAP when it becomes effective. Further, in March 2016, the FASB
issued ASU No. 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue
Gross versus Net),” which clarifies the guidance in ASU No. 2014-09 for evaluating when another party, along with the entity, is
involved in providing a good or service to a customer. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts
with Customers: Identifying Performance Obligations and Licensing,” which clarifies the guidance in ASU No. 2014-09 regarding
assessing whether promises to transfer goods or services are distinct, and whether an entity’s promise to grant a license provides
a customer with a right to use or right to access the entity’s intellectual property. All standards are effective for fiscal years
beginning after December 15, 2017, including interim periods within that reporting period, which requires the Company to adopt the
standard in fiscal year 2019. The standards are to be applied retrospectively or using a cumulative effect transition method, with
early application not permitted. The Company does not believe the new revenue recognition standard will impact our recognition
of sales from Company Drive-Ins and our recognition of royalty fees from franchisees. We are currently evaluating the effect that
this pronouncement will have on the recognition of other transactions on the financial statements, including the initial franchise fee
currently recognized upon the opening of a Franchise Drive-In, and related disclosures and have not yet selected a transition method.
In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” This update requires
debt issuance costs to be presented in the balance sheet as a reduction of the related liability rather than as an asset. The recognition
and measurement guidance for debt issuance costs are not affected by this update. This update is effective for fiscal years beginning
after December 15, 2015, including interim periods within that reporting period, and is to be applied retrospectively; early adoption
is permitted. The update will be adopted in the first quarter of fiscal year 2017 and will require reclassification of debt issuance
costs from other non-current assets to long-term debt within the Company’s consolidated balance sheets. As of August 31, 2016,
the carrying amount of unamortized debt issuance costs totaled $14.4 million. Other than this reclassification, the adoption of this
ASU will not have any impact on the Company’s consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.”
The update provides clarification on whether a cloud computing arrangement includes a software license. If a software license is
included, the customer should account for the license consistent with its accounting of other software licenses. If a software license
is not included, the arrangement should be accounted for as a service contract. The update is effective for fiscal years beginning
after December 15, 2015. The update will be adopted in the first quarter of fiscal year 2017 and will not have a material impact on
the Company’s financial statements.
In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes” as part of its
simplification initiatives. The update requires that deferred tax liabilities and assets be classified as noncurrent in a classified
statement of financial position. The update is effective for fiscal years beginning after December 15, 2017; however, early application
is permitted. The Company adopted this standard in the first quarter of fiscal year 2016. The Company’s current deferred tax asset
balance of $2.2 million was classified as noncurrent and netted with noncurrent deferred tax liabilities as of November 30, 2015, and
all future deferred tax asset balances will be recorded as such. No prior periods were retrospectively adjusted, as such the balance
of $2.2 million remained in current assets at August 31, 2015. The reclassification did not have a material effect on our consolidated
financial statements.
In February 2016, the FASB issued ASU No. 2016-02, “Leases.” The new standard, which replaces existing lease guidance,
requires lessees to recognize on the balance sheet a liability to make lease payments and a corresponding right-of-use asset. The
guidance also requires certain qualitative and quantitative disclosures designed to assess the amount, timing and uncertainty of
cash flows arising from leases. Accounting guidance for lessors is largely unchanged. The standard is effective for fiscal years
beginning after December 15, 2018, which will require the Company to adopt the provisions in the first quarter of fiscal 2020, with
early application permitted. This standard requires adoption based upon a modified retrospective transition approach for leases
existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with optional
practical expedients. Based on a preliminary assessment, the Company expects that most of its operating lease commitments will
be subject to the new guidance and recognized as operating lease liabilities and right-of-use assets upon adoption, resulting in a
significant increase in the assets and liabilities on our consolidated balance sheet. The Company is continuing its assessment, which
may identify additional impacts this standard will have on its consolidated financial statements and related disclosures.
In March 2016, the FASB issued ASU No. 2016-04, “Liabilities—Extinguishments of Liabilities: Recognition of Breakage
for Certain Prepaid Stored-Value Products,” which is intended to eliminate current and future diversity in practice related to
derecognition of prepaid stored-value product liability in a way that aligns with the new revenue recognition guidance. The update
is effective for fiscal years beginning after December 15, 2017; however, early application is permitted. The adoption of the update
is not expected to have a material impact on the Company’s financial statements.
Sonic Drive-In | 33
Notes to Consolidated Financial Statements
August 31, 2016, 2015 and 2014 (In thousands, except per share data)
In March 2016, the FASB issued ASU No. 2016-09, “Compensation—Stock Compensation: Improvements to Employee Share-
Based Payment Accounting,” which simplifies several aspects of accounting for share-based payment transactions, including
excess tax benefits, an accounting policy election for forfeitures, statutory tax withholding requirements and classification in the
statements of cash flows. Upon adoption, any future excess tax benefits or deficiencies will be recorded to the provision for income
taxes in the consolidated statements of operations, instead of additional paid-in capital in the consolidated balance sheets. The
update is effective for fiscal years beginning after December 15, 2016; however, early application is permitted. The transition
method to be applied varies depending on the area of update being adopted. The Company is currently evaluating the effect that
this update will have on its financial statements and related disclosures.
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses.” The update was issued to provide
more decision-useful information about the expected credit losses on financial instruments. The update replaces the incurred loss
impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a
broader range of reasonable and supportable information to inform credit loss estimates. The update is effective for fiscal years
beginning after December 15, 2019, with early adoption permitted for fiscal years beginning after December 15, 2018. The update
should be adopted using a modified-retrospective approach. The Company is currently evaluating the effect that this update will
have on its financial statements and related disclosures.
In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows – Classification of Certain Cash Receipts and
Cash Payments.” The update is intended to reduce diversity in practice in how certain transactions are classified and will make eight
targeted changes to how cash receipts and cash payments are presented in the statement of cash flows. The update is effective
for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is
impracticable to apply, in which case the amendments will apply prospectively as of the earliest date practicable. The Company is
currently evaluating the effect that this update will have on its financial statements and related disclosures.
2. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
Numerator:
Net income
Denominator:
Weighted average common shares outstanding – basic
Effect of dilutive employee stock options and unvested RSUs
Weighted average common shares outstanding – diluted
Net income per common share – basic
Net income per common share – diluted
Anti-dilutive securities excluded(1)
Year Ended August 31,
2016
2015
2014
$
64,067 $
64,485
$
47,916
48,703
966
49,669
52,572
1,381
53,953
$
$
1.32 $
1.29 $
1.23
1.20
$
$
615
342
55,164
1,455
56,619
0.87
0.85
988
(1) Anti-dilutive securities consist of stock options and unvested RSUs that were not included in the computation of diluted
earnings per share because either the exercise price of the options was greater than the average market price of the common
stock or the total assumed proceeds under the treasury stock method resulted in negative incremental shares and thus the
inclusion would have been anti-dilutive.
34 | Sonic Drive-In
Notes to Consolidated Financial Statements
August 31, 2016, 2015 and 2014 (In thousands, except per share data)
3. Accounts and Notes Receivable
Accounts and notes receivable consist of the following:
Current Accounts and Notes Receivable:
Royalties and other trade receivables
Notes receivable from franchisees
Receivables from system funds
Other
Accounts and notes receivable, gross
Allowance for doubtful accounts and notes receivable
Current accounts and notes receivable, net
Noncurrent Notes Receivable:
Receivables from franchisees
Receivables from system funds
Allowance for doubtful notes receivable
Noncurrent notes receivable, net
August 31,
2016
2015
$
$
$
$
19,994
5,531
4,372
6,507
36,404
(967)
35,437
7,170
5,466
(74)
12,562
$
$
$
$
19,713
996
4,965
6,977
32,651
(1,074)
31,577
5,676
1,571
(31)
7,216
The Company’s receivables are primarily due from franchisees, all of whom are in the restaurant business. Substantially all
of the notes receivable from franchisees are collateralized by real estate or equipment. The increase in current notes receivable
from franchisees is due to short-term financing for refranchised drive-ins and newly constructed drive-ins sold to franchisees. The
receivables from system funds represent transactions in the normal course of business. The increase in noncurrent receivables from
system funds relates to the BTF established in the third quarter of fiscal year 2016, as discussed in note 1 – Summary of Significant
Accounting Policies.
4. Goodwill and Other Intangibles
As of August 31, 2016, the Company had $76.7 million of goodwill.
The changes in the carrying amount of goodwill were as follows:
Balance at beginning of year
Goodwill acquired during the year
Goodwill disposed of related to the sale of Company Drive-Ins
Balance at end of year
$
August 31,
2016
77,076
–
(342)
76,734
$
$
$
2015
77,093
65
(82)
77,076
The gross carrying amount of franchise agreements, intellectual property, franchise fees and other intangibles subject to
amortization was $9.2 million and $10.4 million at August 31, 2016 and 2015, respectively. Accumulated amortization related to
these intangible assets was $5.7 million and $5.9 million at August 31, 2016 and 2015, respectively. Intangible assets amortization
expense was $0.9 million for each of the fiscal years ended August 31, 2016, 2015 and 2014. At August 31, 2016, the remaining
weighted-average life of amortizable intangible assets was approximately 11 years. Estimated intangible assets amortization
expense is $0.9 million annually for fiscal year 2017 and $0.3 million for fiscal years 2018, 2019 and 2020 and $0.2 million for fiscal
year 2021.
5. Refranchising of Company Drive-Ins
During fiscal year 2016, the Company refranchised the operations of 38 Company Drive-Ins and recorded a gain of $1.8 million.
The Company retained a non-controlling operating interest in 25 of these refranchised drive-ins. Gains and losses are recorded
as other operating income (expenses), net on the Consolidated Statements of Income. The Company plans to refranchise other
operations as part of its refranchising initiative to move toward an approximately 95%-franchised system.
Sonic Drive-In | 35
Notes to Consolidated Financial Statements
August 31, 2016, 2015 and 2014 (In thousands, except per share data)
6. Leases
Leasing Arrangements as a Lessor
The Company’s leasing activities consist principally of leasing certain land and buildings as well as subleasing certain buildings to
franchise operators. The land and building portions of all leases are classified as operating leases with lease terms expiring through
August 2031. These leases include provisions for contingent rentals that may be received on the basis of a percentage of sales in
excess of stipulated amounts. Income is not recognized on contingent rentals until sales exceed the stipulated amounts. Some
leases contain escalation clauses over the lives of the leases. For property owned by third parties, the lease term runs concurrently
with the term of the third-party lease arrangement. Most of the leases contain renewal options at the end of the initial term for
periods of five years.
Future minimum rental payments receivable as of August 31, 2016, are as follows:
Years ended August 31:
2017
2018
2019
2020
2021
Thereafter
Operating
$
$
7,738
8,339
8,890
9,382
8,990
50,709
94,048
Leasing Arrangements as a Lessee
Certain Company Drive-Ins lease land and buildings from third parties. These leases, with lease terms expiring through August
2031, include provisions for contingent rents that may be paid on the basis of a percentage of sales in excess of stipulated amounts.
For the majority of leases, the land portions are classified as operating leases, and the building portions are classified as capital leases.
Future minimum rental payments required under operating leases and maturities under capital leases that have initial or
remaining noncancellable lease terms in excess of one year as of August 31, 2016, are as follows:
Years ended August 31:
2017
2018
2019
2020
2021
Thereafter
Total minimum lease payments(1)
Less amount representing interest averaging 6.2%
Present value of net minimum lease payments
Less amount due within one year
Amount due after one year
Operating
Capital
$
10,914
10,864
10,840
10,754
10,030
63,733
$ 117,135
$
$
5,051
4,448
3,596
3,256
3,134
7,018
26,503
(5,439)
21,064
(3,673)
17,391
(1) Minimum payments have not been reduced by future minimum rentals receivable under noncancellable operating and capital
subleases of $16.8 million and $0.6 million, respectively. They also do not include contingent rentals which may be due under
certain leases. Contingent rentals for capital leases amounted to $0.9 million, $1.0 million and $0.8 million in fiscal years 2016,
2015 and 2014, respectively.
36 | Sonic Drive-In
Notes to Consolidated Financial Statements
August 31, 2016, 2015 and 2014 (In thousands, except per share data)
Total rent expense for all operating leases consists of the following for the years ended August 31:
Minimum rentals
Contingent rentals
Total rent expense
Less sublease rentals
Net rent expense
7. Property, Equipment and Capital Leases
Property, equipment and capital leases consist of the following at August 31:
Property, equipment and capital leases:
Land
Buildings and improvements
Drive-In equipment
Brand technology development and other equipment
Property and equipment, at cost
Accumulated depreciation
Property and equipment, net
Capital leases
Accumulated amortization
Capital leases, net
Property, equipment and capital leases, net
2016
12,441 $
284
12,725
(2,372)
10,353 $
2015
12,659
174
12,833
(2,235)
10,598
2014
12,449
161
12,610
(1,905)
10,705
$
$
$
$
Estimated
Useful Life
8 – 25 yrs
5 – 7 yrs
2 – 5 yrs
Life of lease
2016
2015
$ 154,420
341,956
132,678
110,364
739,418
(352,390)
387,028
$
157,861
343,598
139,494
92,825
733,778
(330,219)
403,559
43,991
(28,857)
15,134
$ 402,162
48,079
(30,232)
17,847
$ 421,406
Depreciation expense for property and equipment was $40.4 million, $41.7 million and $37.6 million for fiscal years 2016, 2015
and 2014, respectively. Land, buildings and equipment with a carrying amount of $156.6 million at August 31, 2016, were leased under
operating leases to franchisees and other parties. The accumulated depreciation related to these buildings and equipment was $62.5
million at August 31, 2016. Amortization expense related to capital leases is included within “depreciation and amortization” on the
Consolidated Statements of Income. As of August 31, 2016, the Company had 11 drive-ins under construction with costs to complete.
Interest incurred in connection with the construction of new drive-ins and technology projects is capitalized. Capitalized
interest was $0.6 million, $0.4 million and $0.5 million for fiscal years 2016, 2015 and 2014, respectively.
8. Accrued Liabilities
Accrued liabilities consist of the following at August 31:
Wages and employee benefit costs
Property taxes, sales and use taxes and employment taxes
Unredeemed gift cards
Other
2016
23,416
8,936
10,571
8,990
51,913
$
$
2015
20,501
9,282
9,285
11,646
50,714
$
$
Sonic Drive-In | 37
Notes to Consolidated Financial Statements
August 31, 2016, 2015 and 2014 (In thousands, except per share data)
9. Debt
Long-term debt consists of the following at August 31:
Class A-2 2016-1 senior secured fixed rate notes
Class A-1 2016-1 senior secured variable funding notes
Class A-2 2013-1 senior secured fixed rate notes
Class A-2 2011-1 senior secured fixed rate notes
Class A-1 2011-1 senior secured variable funding notes
Other
Less long-term debt due within one year
Long-term debt due after one year
2016
2015
$ 423,938
–
155,000
–
–
–
578,938
(1,417)
$ 577,521
$
–
–
155,000
272,488
10,500
40
438,028
(9,790)
$ 428,238
At August 31, 2016, future maturities of long-term debt were $1.4 million for fiscal year 2017, no maturities for fiscal years
2018 and 2019, $155.0 million for fiscal year 2020 and no maturities for fiscal year 2021.
During fiscal year 2013, in a private transaction, various subsidiaries of the Company (the “Co-Issuers”) refinanced and paid
$155.0 million of the Series 2011 Senior Secured Fixed Rate Notes, Class A-2 (the “2011 Fixed Rate Notes”) with the issuance of
$155.0 million of Series 2013-1 Senior Secured Fixed Rate Notes, Class A-2 (the “2013 Fixed Rate Notes”), which bear interest at
3.75% per annum. The 2013 Fixed Rate Notes have an expected life of seven years, interest payable monthly, no scheduled principal
amortization and an anticipated repayment date in July 2020.
On May 17, 2016, in a private transaction, the Co-Issuers issued $425.0 million of Series 2016-1 Senior Secured Fixed Rate
Notes, Class A-2 (the “2016 Fixed Rate Notes”), which bear interest at 4.47% per annum. The 2016 Fixed Rate Notes have an
expected life of seven years with an anticipated repayment date in May 2023.
The Co-Issuers also entered into a securitized financing facility of Series 2016-1 Senior Secured Variable Funding Notes, Class
A-1 (the “2016 Variable Funding Notes” and, together with the 2016 Fixed Rate Notes, the “2016 Notes”) to replace the Series 2011-1
Senior Secured Variable Funding Notes, Class A-1 (the “2011 Variable Funding Notes”). The 2016 revolving credit facility provides
access to a maximum of $150.0 million of 2016 Variable Funding Notes and certain other credit instruments, including letters of
credit. Interest on the 2016 Variable Funding Notes is based on the one-month London Interbank Offered Rate or Commercial
Paper, depending on the funding source, plus 2.0%, per annum. An annual commitment fee of 0.5% is payable monthly on the unused
portion of the 2016 Variable Funding Notes facility. The 2016 Variable Funding Notes have an expected life of five years with an
anticipated repayment date in May 2021 with two one-year extension options available upon certain conditions including meeting
a minimum debt service coverage ratio threshold.
Sonic used a portion of the net proceeds from the issuance of the 2016 Fixed Rate Notes to repay its existing 2011 Fixed Rate
Notes and 2011 Variable Funding Notes in full and to pay the costs associated with the securitized financing transaction, including
prepayment premiums.
Loan origination costs associated with the Company’s 2016 transaction totaled $12.5 million and were allocated among the
2016 Notes. Loan costs are being amortized over each note’s expected life, and the unamortized balance is categorized as “debt
origination costs, net” on the Consolidated Balance Sheets.
In connection with the 2016 transaction described above, the Company recognized an $8.8 million loss from the early
extinguishment of debt during the third quarter of fiscal year 2016, which primarily consisted of a $5.9 million prepayment premium
and the $2.9 million write-off of unamortized deferred loan fees remaining from the refinanced debt.
As of August 31, 2016, the weighted-average interest cost of the 2013 Fixed Rate Notes and the 2016 Fixed Rate Notes was
4.1% and 4.8%, respectively. The weighted-average interest cost includes the effect of the loan origination costs.
While the 2013 Fixed Rate Notes and the 2016 Fixed Rate Notes are structured to provide for seven-year lives from their
original issuance dates, they have legal final maturity dates of July 2043 and May 2046, respectively. The 2016 Variable Funding
Notes are structured to provide for a five-year life with two one-year options available under certain conditions and with a legal
final maturity date of May 2046. The Company intends to repay or refinance the 2013 Fixed Rate Notes and the 2016 Notes on or
before the end of their expected lives. If the Company prepays the debt prior to the anticipated repayment date the Company may
be required to pay a prepayment penalty under certain circumstances. In the event the 2013 Fixed Rate Notes and the 2016 Notes
are not paid in full by the end of their expected lives, they are subject to an upward adjustment in the annual interest rate of at least
5%. In addition, principal payments will accelerate by applying all of the royalties, lease revenues and other fees securing the debt,
after deducting certain expenses, until the debt is paid in full. Also, any unfunded amount under the 2016 Variable Funding Notes
will become unavailable.
38 | Sonic Drive-In
Notes to Consolidated Financial Statements
August 31, 2016, 2015 and 2014 (In thousands, except per share data)
The Co-Issuers and Sonic Franchising LLC (the “Guarantor”) are existing special purpose, bankruptcy remote, indirect
subsidiaries of Sonic Corp. that hold substantially all of Sonic’s franchising assets and real estate. As of August 31, 2016, assets
for these combined indirect subsidiaries totaled $308.5 million, including receivables for royalties, certain Company and Franchise
Drive-In real estate, intangible assets and restricted cash balances of $16.0 million. The 2013 Fixed Rate Notes and the 2016 Notes
are secured by franchise fees, royalty payments and lease payments, and the repayment of the 2013 Fixed Rate Notes and the 2016
Notes is expected to be made solely from the income derived from the Co-Issuer’s assets. In addition, the Guarantor, a Sonic Corp.
subsidiary that acts as a franchisor, has guaranteed the obligations of the Co-Issuers under the 2013 Fixed Rate Notes and the 2016
Notes and pledged substantially all of its assets to secure those obligations.
Neither Sonic Corp., the ultimate parent of the Co-Issuers and the Guarantor, nor any other subsidiary of Sonic, guarantees or
is in any way liable for the obligations of the Co-Issuers under the 2013 Fixed Rate and the 2016 Notes. The Company has, however,
agreed to cause the performance of certain obligations of its subsidiaries, principally related to managing the assets included
as collateral for the 2013 Fixed Rate Notes and the 2016 Notes and certain indemnity obligations relating to the transfer of the
collateral assets to the Co-Issuers.
The 2013 Fixed Rate and the 2016 Notes are subject to a series of covenants and restrictions customary for transactions of
this type, including (i) required actions to better secure collateral upon the occurrence of certain performance-related events, (ii)
application of certain disposition proceeds as note prepayments after a set time is allowed for reinvestment, (iii) maintenance of
specified reserve accounts, (iv) maintenance of certain debt service coverage ratios, (v) optional and mandatory prepayments upon
change in control, (vi) indemnification payments for defective or ineffective collateral, and (vii) covenants relating to recordkeeping,
access to information and similar matters. If certain covenants or restrictions are not met, the 2013 Fixed Rate Notes and the 2016
Notes are subject to customary accelerated repayment events and events of default. Although management does not anticipate an
event of default or any other event of noncompliance with the provisions of the debt, if such event occurred, the unpaid amounts
outstanding could become immediately due and payable.
10. Fair Value of Financial Instruments
The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction
between willing parties. The Company has no financial liabilities that are required to be measured at fair value on a recurring basis.
The Company categorizes its assets and liabilities recorded at fair value based upon the following fair value hierarchy established
by FASB:
• Level 1 valuations use quoted prices in active markets for identical assets or liabilities that are accessible at the measurement
date. An active market is a market in which transactions for the asset or liability occur with sufficient frequency and volume
to provide pricing information on an ongoing basis.
• Level 2 valuations use inputs other than actively quoted market prices included within Level 1 that are observable for the asset
or liability, either directly or indirectly. Level 2 inputs include: (a) quoted prices for similar assets or liabilities in active markets,
(b) quoted prices for identical or similar assets or liabilities in markets that are not active, (c) inputs other than quoted prices
that are observable for the asset or liability such as interest rates and yield curves observable at commonly quoted intervals
and (d) inputs that are derived principally from or corroborated by observable market data by correlation or other means.
• Level 3 valuations use unobservable inputs for the asset or liability. Unobservable inputs are used to the extent observable
inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at
the measurement date.
The Company’s cash equivalents are carried at cost which approximates fair value and totaled $59.2 million and $41.1 million
at August 31, 2016 and 2015, respectively. This fair value is estimated using Level 1 methods.
At August 31, 2016, the fair value of the Company’s 2013 Fixed Rate Notes and 2016 Fixed Rate Notes approximated the
carrying value of $579.6 million, including accrued interest. The fair value of the 2013 Fixed Rate Notes and 2016 Fixed Rate Notes
is estimated using Level 2 inputs from market information available for public debt transactions for companies with ratings that
are similar to the Company’s ratings and from information gathered from brokers who trade in the Company’s notes.
Sonic Drive-In | 39
Notes to Consolidated Financial Statements
August 31, 2016, 2015 and 2014 (In thousands, except per share data)
11. Income Taxes
The Company’s income before the provision for income taxes is classified by source as domestic income.
The components of the provision for income taxes consist of the following for the years ended August 31:
Current:
Federal
State
Deferred:
Federal
State
Provision for income taxes
2016
2015
2014
$
20,137 $
3,791
23,928
14,597
3,576
18,173
$
16,580
3,490
20,070
4,372
137
4,509
$
28,437 $
10,592
(1,528)
9,064
27,237
5,328
450
5,778
25,848
$
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate due to the
following for the fiscal years ended August 31:
Amount computed by applying a tax rate of 35%
State income taxes (net of federal income tax benefit)
Employment related and other tax credits, net
Change in uncertain tax positions
Federal tax benefit of statutory tax deduction
Other
Provision for income taxes
Deferred tax assets and liabilities consist of the following at August 31:
2016
32,377 $
2,553
(2,324)
(3,027)
–
(1,142)
28,437 $
2015
32,103
1,330
(2,096)
–
(4,093)
(7)
27,237
2014
25,818
2,562
(1,537)
–
–
(995)
25,848
$
$
$
$
Deferred tax assets:
Allowance for doubtful accounts and notes receivable
Leasing transactions
Deferred income
Accrued liabilities
Stock compensation
Other
State net operating losses
Total deferred tax assets
Valuation allowance
$
Total deferred tax assets after valuation allowance
$
2016
2015
387
3,222
2,991
6,187
2,446
685
16,303
32,221
(14,638)
17,583
$
$
411
3,260
2,810
5,630
2,831
541
14,222
29,705
(12,041)
17,664
Deferred tax liabilities:
Prepaid expenses
Investment in partnerships, including differences in capitalization,
depreciation and direct financing leases
Property, equipment and capital leases
Intangibles and other assets
Debt extinguishment
Total deferred tax liabilities
Net deferred tax liabilities
Net deferred tax assets and liabilities are classified as follows:
Current
Noncurrent
Total
40 | Sonic Drive-In
$
(1,119) $
(1,315)
(4,125)
(31,565)
(21,628)
(1,676)
(60,113)
$ (42,530) $
(3,711)
(31,167)
(20,341)
(2,515)
(59,049)
(41,385)
$
$
–
(42,530)
$ (42,530) $
2,164
(43,549)
(41,385)
Notes to Consolidated Financial Statements
August 31, 2016, 2015 and 2014 (In thousands, except per share data)
State net operating loss carryforwards expire beginning in December 2016 through May 2037. Management does not believe
the Company will be able to realize the state net operating loss carryforwards utilizing future income exclusive of the reversal of
existing deferred tax liabilities and therefore has provided a valuation allowance of $14.6 million and $12.0 million as of August 31,
2016 and 2015, respectively.
As of August 31, 2016 and 2015, respectively, the Company had approximately $0.6 million and $3.7 million of unrecognized tax
benefits, including approximately $0.3 million and $0.4 million of accrued interest and penalty. If recognized, these benefits would
favorably impact the effective tax rate. The liability for unrecognized tax benefits decreased $3.0 million in fiscal year 2016. The
decrease was primarily related to the favorable resolution of a federal tax audit and a statute of limitations expiration of a federal
tax position. This entire change in balance impacted the Company’s tax rate.
The Company recognizes estimated interest and penalties as a component of its income tax expense, net of federal benefit, as a
component of “provision for income taxes” in the Consolidated Statements of Income. During the years ended August 31, 2016 and
2015, the Company recognized a net benefit of $0.1 million and net expense of $0.1 million, respectively, and negligible net expenses
in fiscal year 2014.
A reconciliation of unrecognized tax benefits is as follows for fiscal years ended August 31:
Balance at beginning of year
Additions based on tax positions related to the current year
Additions for tax positions of prior years
Reductions for tax positions of prior years
Reductions due to settlement
Reductions due to statute expiration
Balance at end of year
2016
3,652
–
725
(2,838)
(212)
(702)
625
2015
2,461
254
937
–
–
–
3,652
$
$
$
$
The Company or one of its subsidiaries is subject to U.S. federal income tax and income tax in multiple U.S. state jurisdictions.
At August 31, 2016, the Company was subject to income tax examinations for its U.S. federal income taxes and for state and local
income taxes generally after fiscal year 2012. The Company anticipates that the results of any examinations or appeals, combined
with the expiration of applicable statutes of limitations and the additional accrual of interest related to unrecognized benefits on
various return positions taken in years still open for examination, could result in a change to the liability for unrecognized tax benefits
during the next 12 months ranging from a negligible increase to a decrease of $0.6 million depending on the timing and terms of the
examination resolutions. .
12. Stockholders’ Equity (Deficit)
Employee Stock Purchase Plan
The Company has an employee stock purchase plan (“ESPP”) that permits eligible employees to purchase the Company’s
common stock at a 15% discount from the stock’s fair market value. Participating employees may purchase shares of common
stock each year up to the lesser of 10% of their base compensation or $25 thousand in the stock’s fair market value. At August 31,
2016, 0.8 million shares were available for grant under the ESPP.
Stock-Based Compensation
The Sonic Corp. 2006 Long-Term Incentive Plan (the “2006 Plan”) provides flexibility to award various forms of equity
compensation, such as stock options, stock appreciation rights, performance shares, RSUs and other share-based awards. At
August 31, 2016, 7.0 million shares were available for grant under the 2006 Plan. The Company grants stock options to employees
with a seven-year term and a three-year vesting period and grants RSUs to employees with a minimum vesting period of three years.
The Company grants stock options to its Board of Directors with a seven-year term and one-year vesting period and also grants
RSUs to its Board of Directors that vest over one year. The Company’s policy is to issue shares from treasury stock to satisfy stock
option exercises, the vesting of RSUs and shares issued under the ESPP.
Total stock-based compensation cost recognized for fiscal years 2016, 2015 and 2014 was $3.8 million, $3.5 million and $3.7
million, respectively, net of related income tax benefits of $1.2 million, $1.0 million and $1.7 million, respectively. At August 31, 2016,
the total remaining unrecognized compensation cost related to unvested stock-based arrangements was $7.1 million and is expected
to be recognized over a weighted average period of 2.0 years.
Sonic Drive-In | 41
Notes to Consolidated Financial Statements
August 31, 2016, 2015 and 2014 (In thousands, except per share data)
The Company measures the compensation cost associated with stock option-based payments by estimating the fair value of
stock options as of the grant date using the Black-Scholes option pricing model. The Company believes the valuation technique
and approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the Company’s stock
options granted during fiscal years 2016, 2015 and 2014. Estimates of fair value are not intended to predict actual future events or
the value ultimately realized by the employees who receive equity awards. The fair value of RSUs granted is equal to the Company’s
closing stock price on the date of the grant.
The per share weighted average fair value of stock options granted during 2016, 2015 and 2014 was $8.23, $8.83 and $6.82,
respectively. In addition to the exercise and grant date prices of the awards, certain weighted average assumptions that were used
to estimate the fair value of stock option grants in the respective periods are listed in the table below:
Expected term (years)
Expected volatility
Risk-free interest rate
Expected dividend yield
2016
5.3
34%
1.4%
1.5%
2015
5.0
34%
1.3%
1.2%
2014
4.7
37%
1.5%
–%
The Company estimates expected volatility based on historical daily price changes of the Company’s common stock for a period
equal to the current expected term of the options. The risk-free interest rate is based on the U.S. treasury yields in effect at the
time of grant corresponding with the expected term of the options. The expected option term is the number of years the Company
estimates that options will be outstanding prior to exercise considering vesting schedules and historical exercise patterns.
Stock Options
A summary of stock option activity under the Company’s stock-based compensation plans for the year ended August 31, 2016,
is presented in the following table:
Outstanding September 1, 2015
Granted
Exercised
Forfeited or expired
Outstanding at August 31, 2016
Options
2,873
494
(976)
(57)
2,334
$
Weighted
Average
Exercise
Price
14.00
29.28
10.49
27.51
18.37
$
Weighted
Average
Remaining
Contractual
Life (Yrs.)
Aggregate
Intrinsic
Value
3.90
$ 25,279
Exercisable at August 31, 2016
1,548
$
13.23
2.89
$ 24,304
Proceeds from the exercise of stock options for fiscal years 2016, 2015 and 2014 were $3.8 million, $18.7 million and $17.4
million, respectively. The total intrinsic value of options exercised during the years ended August 31, 2016, 2015 and 2014 was $18.9
million, 21.8 million and $13.0 million, respectively.
Restricted Stock Units
A summary of the Company’s RSU activity during the year ended August 31, 2016 is presented in the following table:
Outstanding September 1, 2015
Granted
Vested
Forfeited
Outstanding at August 31, 2016
42 | Sonic Drive-In
Weighted
Average
Grant Date
Fair Value
28.49
$
28.07
31.32
31.69
28.90
$
Restricted
Stock Units
66
51
(13)
(12)
92
Notes to Consolidated Financial Statements
August 31, 2016, 2015 and 2014 (In thousands, except per share data)
The aggregate fair value of RSUs that vested was $0.4 million during the fiscal year ended August 31, 2016 and $1.1 million
during the fiscal years ended August 31, 2015 and 2014.
Stock Repurchase Programs
In August 2014, the Board of Directors extended the Company’s share repurchase program, authorizing the Company to
purchase up to $105.0 million of its outstanding shares of common stock beginning September 1, 2014 through August 31, 2015. In
October 2014, the Company entered into an accelerated share repurchase (“ASR”) agreement with a financial institution to purchase
$15.0 million of the Company’s common stock. In exchange for a $15.0 million up-front payment, the financial institution delivered
approximately 0.6 million shares. During January 2015, the ASR purchase period concluded. The Company paid an additional $0.1
million with no additional shares delivered, resulting in an average price per share of $26.32. In February 2015, the Company entered
into additional ASR agreements with a financial institution to purchase $75.0 million of the Company’s common stock. In exchange
for a $75.0 million up-front payment, the financial institution delivered approximately 2.1 million shares. The ASR transactions
completed in July 2015 with 0.3 million additional shares delivered, resulting in an average price per share of $31.38. The Company
reflected the ASR transactions as a repurchase of common stock for purposes of calculating earnings per share and as a forward
contract indexed to its own common stock. The forward contract met all of the applicable criteria for equity classification. Including
shares repurchased through the ASR transactions described above, during the fiscal year 2015, approximately 4.2 million shares
were repurchased for a total cost of $123.8 million, resulting in an average price per share of $29.46.
In August 2015, the Board of Directors extended the Company’s share repurchase program, authorizing the Company to
purchase up to $145.0 million of its outstanding shares of common stock through August 31, 2016. The Board of Directors further
extended the share repurchase program effective May 2016, authorizing the purchase of up to an additional $155.0 million of our
outstanding shares of common stock through August 31, 2017. During fiscal year 2016, approximately 5.2 million shares were
repurchased for a total cost of $148.3 million, resulting in an average price per share of $28.48. The total remaining amount
authorized under the share repurchase program, as of August 31, 2016, was $132.9 million.
Share repurchases will be made from time to time in the open market or otherwise, including through an ASR transaction, under
the terms of a Rule 10b5-1 plan, in privately negotiated transactions or in round lot or block transactions. The share repurchase
program may be extended, modified, suspended or discontinued at any time. We plan to fund the share repurchase program from
existing cash on hand at August 31, 2016, cash flows from operations and borrowings under our 2016 Variable Funding Notes.
Dividends
In August 2014, the Company initiated a quarterly cash dividend program and paid a quarterly dividend of $0.09 per share of
common stock, totaling $18.8 million for fiscal year 2015, and paid a quarterly dividend of $0.11 per share of common stock, totaling
$21.3 million for fiscal year 2016. Subsequent to the end of fiscal year 2016, the Company declared a quarterly dividend of $0.14 per
share of common stock to be paid to stockholders of record as of the close of business on November 9, 2016, with a payment date
of November 18, 2016. The future declaration of quarterly dividends and the establishment of future record and payment dates are
subject to the final determination of the Company’s Board of Directors.
13. Employee Benefit and Cash Incentive Plans
The Company sponsors a qualified defined contribution 401(k) plan for employees meeting certain eligibility requirements.
Under the plan, employees are entitled to make pre-tax contributions. The Company matches an amount equal to the employee’s
contributions up to a maximum of 6% of the employee’s salaries depending on years of service. The Company’s contributions during
fiscal years 2016, 2015 and 2014 were $1.8 million, $1.6 million and $1.3 million, respectively.
The Company has short-term and long-term cash incentive plans (the “Incentive Plans”) that apply to certain employees,
and grants of awards under the Incentive Plans are at all times subject to the approval of the Company’s Board of Directors.
Under certain awards pursuant to the Incentive Plans, if predetermined earnings goals are met, a predetermined percentage of the
employee’s salary may be paid in the form of a bonus. The Company recognized as expense incentive bonuses of $13.4 million, $12.4
million and $9.5 million during fiscal years 2016, 2015 and 2014, respectively.
Sonic Drive-In | 43
Notes to Consolidated Financial Statements
August 31, 2016, 2015 and 2014 (In thousands, except per share data)
14. Commitments and Contingencies
Litigation
The Company is involved in various legal proceedings and has certain unresolved claims pending. Based on the information
currently available, management believes that all claims currently pending are either covered by insurance or would not have a
material adverse effect on the Company’s business, operating results or financial condition.
Note Repurchase Agreement
On December 20, 2013, the Company extended a note purchase agreement to a bank that serves to guarantee the repayment
of a franchisee loan, with a term through 2018, and also benefits the franchisee with a lower financing rate. In the event of default
by the franchisee, the Company would purchase the franchisee loan from the bank, thereby becoming the note holder and providing
an avenue of recourse with the franchisee. The Company recorded a liability for this guarantee which was based on the Company’s
estimate of fair value. As of August 31, 2016, the balance of the franchisee’s loan was $5.8 million.
Lease Commitments
The Company has obligations under various operating lease agreements with third-party lessors related to the real estate
for certain Company Drive-In operations that were sold to franchisees. Under these agreements, which expire through 2029, the
Company remains secondarily liable for the lease payments for which it was responsible as the original lessee. As of August 31, 2016,
the amount remaining under these guaranteed lease obligations totaled $7.4 million. At this time, the Company does not anticipate
any material defaults under the foregoing leases; therefore, no liability has been provided.
Purchase Obligations
At August 31, 2016, the Company had purchase obligations of approximately $235.8 million which primarily related to its
estimated share of system-wide commitments for food products. The Company has excluded agreements that are cancelable
without penalty.
15. Selected Quarterly Financial Data (Unaudited)
First Quarter
2016
2015
Second Quarter
2015
2016
Third Quarter
2016
2015
Fourth Quarter
2016
2015
Total revenues
Income from operations
Net income(1)
Basic income per share(2)
Diluted income per share(2)
22,538
$ 145,803 $ 139,856 $ 133,160 $ 126,219 $ 165,239 $ 164,748 $ 162,118 $ 175,266
38,880
40,529
15,353 $ 20,442 $ 25,437 $ 26,296
0.51
0.50
26,045
12,458 $ 10,085 $
0.19 $
0.18 $
16,991
7,662 $
0.14 $
0.14 $
22,212
10,819 $
0.22 $
0.22 $
0.32 $
0.31 $
0.25 $
0.24 $
0.54 $
0.53 $
0.39 $
0.38 $
40,315
36,370
$
$
$
(1)
For fiscal year 2016, includes the after tax gain on the sale of real estate of $1.2 million and a tax benefit of $0.6 million from the
retroactive reinstatement of the Work Opportunity Tax Credit and resolution of income tax matters in the second quarter, the
$5.7 million after tax loss from early extinguishment of debt in the third quarter and the after tax gain on the sale of Company
Drive-Ins of $0.7 million and the FIN 48 release of income tax credits and deductions of $3.0 million in the fourth quarter. For
fiscal year 2015, includes a tax benefit of $0.7 million from the retroactive reinstatement of the Work Opportunity Tax Credit
and resolution of income tax matters in the second quarter, a federal tax benefit of $1.7 million from the recognition of a prior-
year statutory tax deduction and a tax expense of $0.6 million from the retroactive effect of federal tax law change during
the third quarter and a federal tax benefit of $1.5 million from the recognition of a prior-year statutory tax deduction and $1.7
million from a change in deferred tax valuation allowance during the fourth quarter.
(2) The sum of per share data may not agree to annual amounts due to rounding.
44 | Sonic Drive-In
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Sonic Corp.:
We have audited the accompanying consolidated balance sheets of Sonic Corp. and subsidiaries as of August 31, 2016 and
2015, and the related consolidated statements of income, stockholders’ equity (deficit), and cash flows for each of the years in the
three-year period ended August 31, 2016. These consolidated financial statements and the financial statement schedule are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements
and the financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Sonic Corp. and subsidiaries as of August 31, 2016 and 2015, and the results of their operations and their cash flows for
each of the years in the three-year period ended August 31, 2016, in conformity with U.S. generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Sonic
Corp.’s internal control over financial reporting as of August 31, 2016, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated
October 31, 2016, expressed an unqualified opinion on the effectiveness of Sonic Corp.’s internal control over financial reporting.
Oklahoma City, Oklahoma
October 31, 2016
(signed) KPMG LLP
Sonic Drive-In | 45
Management’s Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial
reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management
and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control
systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement preparation and presentation.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of August
31, 2016. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control - Integrated Framework - 2013. Based on our assessment, we believe that, as of August 31, 2016,
the Company’s internal control over financial reporting is effective based on those criteria.
The Company’s independent registered public accounting firm that audited the 2016 financial statements included in this
annual report has issued an attestation report on the Company’s internal control over financial reporting. The report appears on
the following page.
46 | Sonic Drive-In
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Sonic Corp.:
We have audited Sonic Corp.’s internal control over financial reporting as of August 31, 2016, based on criteria established in
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Sonic Corp.’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 Sonic Corp.’s internal control over financial
reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
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, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
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.
In our opinion, Sonic Corp. maintained, in all material respects, effective internal control over financial reporting as of August
31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Sonic Corp. and subsidiaries as of August 31, 2016 and 2015 and the related consolidated statements
of income, stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended August 31, 2016, and
our report dated October 31, 2016 expressed an unqualified opinion on those consolidated financial statements.
Oklahoma City, Oklahoma
October 31, 2016
(signed) KPMG LLP
Sonic Drive-In | 47
Board of Directors
Clifford Hudson
Chairman and Chief Executive Officer
Sonic Corp.
Tony D. Bartel 2
Chief Operating Officer
GameStop Corp.
R. Neal Black 3
Former Chief Executive Officer
and President
Jos. A. Bank Clothiers, Inc.
Lauren R. Hobart 3
Executive Vice President
and Chief Marketing Officer
Dick’s Sporting Goods, Inc.
Officers
Clifford Hudson
Chairman and Chief Executive Officer
Todd W. Smith
President and Chief Marketing Officer
Claudia S. San Pedro
Executive Vice President
and Chief Financial Officer
John H. Budd III
Executive Vice President and
Chief Development and Strategy Officer
Harold A. Ceron
President of Sonic Restaurants, Inc.
(the Company’s restaurant-operating
subsidiary)
Paige S. Bass
Senior Vice President and General Counsel
Andrew G. Ritger, Jr.
Senior Vice President of Development
E. Edward Saroch
Senior Vice President of Franchise Relations
Anita K. Vanderveer
Senior Vice President of People
David Abney
Vice President of Quality Assurance
Lori I. Abou-Habib
Vice President of Local Relationship Marketing
Larry G. Archibald
Vice President of Brand Technology
Directors and Officers
Kate S. Lavelle 1, 2
Former Executive Vice President
and Chief Financial Officer
Dunkin’ Brands, Inc.
J. Larry Nichols 1, 2, 4
Chairman Emeritus
Devon Energy Corporation
Federico F. Peña 1, 3
Senior Advisor
Colorado Impact Fund
Frank E. Richardson 1, 2
Chairman
F. E. Richardson & Co., Inc.
K. Wayne Brayton
Vice President of Facilities
Michelle E. Britten
Vice President and
Chief Accounting Officer
R. Douglas Cook
Vice President of Enterprise Architecture
and Integration
Carolyn C. Cummins
Vice President of Compliance
and Corporate Secretary
Mark W. Davis
Vice President of Cybersecurity
and Enterprise Systems
Jon C. Dorch
Vice President of Integrated
Customer Engagement
John J. Doyle
Vice President of Retail Systems Management
Christopher R. Graves
Vice President and Real Estate Counsel
Jacques A. Grondin
Vice President of New Franchisees
Rochelle L. Guinn
Vice President of Human Resources
Compliance and Technology
Lisa Hammond
Vice President of Program Management Office
Justin W. Ashby
Vice President of Design and Construction
Ralph F. Heim
Vice President of Media
and Integrated Marketing
Jeffrey H. Schutz 1, 3
Managing Director
Centennial Ventures
Kathryn L. Taylor 2
Leadership Council Chair
Impact Tulsa
Susan E. Thronson 3
Former Senior Vice President,
Global Marketing
Marriott International, Inc.
1 Member of the Nominating and
Corporate Governance Committee
2 Member of the Audit Committee
3 Member of the Compensation Committee
4 Lead Independent Director
Bobby L. Jones
Vice President of POS Implementation
Johnny D. Jones
Vice President of Development
and Real Estate
William I. Klearman
Vice President of Retail Technology
Robert D. Moorhead
Vice President of CRM Loyalty
and Brand Insights
Diane L. Prem
Vice President of Operations Services
Matthew J. Schein
Vice President of Operations Technology
Jeffrey D. Semler
Vice President of Customer Experience
Dail A. Smith
Vice President of Operations
Sonic Restaurants, Inc.
C. Nelson Taylor
Vice President of Food Safety
and Equipment
Scott B. Uehlein
Vice President of Product Innovation
and Development
Michele A. Varian
Vice President of Supply Chain and Purchasing
Christina D. Vaughan
Vice President of Franchise Operations
Barbara A. Williams
Vice President of Performance Analysis
Tanishia M. Beacham
Vice President of Franchise Operations
Sarah E. Beddoe
Vice President of National Marketing
48 | Sonic Drive-In
Corey R. Horsch
Vice President of Investor Relations
and Treasurer
Charles B. Woods
Vice President of Tax
M. Anne Hughes
Vice President of Internal Audit
Christine O. Woodworth
Vice President of Public Relations
Corporate Information
Corporate Offices
300 Johnny Bench Drive
Oklahoma City, Oklahoma 73104
405-225-5000
Web Address
www.sonicdrivein.com
Stock Transfer Agent
Computershare
211 Quality Circle, Suite 210
College Station, Texas 77845, United States
800-884-4225
web.queries@computershare.com
www.computershare.com/investor
Independent Registered Public Accounting Firm
KPMG LLP
Oklahoma City, Oklahoma
Annual Meeting
Our 2017 Annual Meeting of Shareholders will be held at 1:30 p.m.
Central Standard Time on January 19, 2017, at our corporate offices,
4th Floor, 300 Johnny Bench Drive, Oklahoma City, Oklahoma.
Annual Report on Form 10-K
A copy of our annual report on Form 10-K for the year ended
August 31, 2016, as filed with the Securities and Exchange
Commission (“SEC”), may be obtained without charge upon written
request to Claudia S. San Pedro, Executive Vice President and Chief
Financial Officer, at our corporate offices. In addition, we make
available free of charge through our website at sonicdrivein.com
annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and all amendments to those
reports filed with or furnished to the SEC. The reports are
available as soon as reasonably practical after we electronically
file such material with the SEC, and may be found on our website
under “Investors.”
Forward-Looking Statements
This annual report contains forward-looking statements within
the meaning of the federal securities laws. Forward-looking
statements reflect management’s expectations regarding future
events and operating performance and speak only as of the date
thereof. These forward-looking statements involve a number of
risks and uncertainties. Factors that could cause actual results
to differ materially from those expressed in, or underlying, these
forward-looking statements are detailed in the Company’s annual
and quarterly report filings with the SEC. The Company undertakes
no obligation to publicly release revisions to these forward-looking
statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unforeseen events, except as
required to be reported under the rules and regulations of the SEC.
Stock Market Information
Our common stock trades on the NASDAQ Global Select
Market under the symbol SONC. At November 21, 2016, we had
approximately 22,500 shareholders, including beneficial owners
holding shares in nominee or “street” name.
The table below sets forth our high and low sales prices for the
Company’s common stock and cash dividends paid during each
fiscal quarter within the two most recent fiscal years.
Fiscal Year Ended August 31, 2016
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
$ 29.99
$ 33.18
$ 36.34
$ 30.91
Low
$ 22.72
$ 24.91
$ 28.80
$ 26.17
Dividends Per
Common Share
$ 0.11
$ 0.11
$ 0.11
$ 0.11
Fiscal Year Ended August 31, 2015
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
$ 27.88
$ 33.15
$ 36.73
$ 34.23
Low
$ 21.10
$ 25.91
$ 28.53
$ 24.86
Dividends Per
Common Share
$ 0.09
$ 0.09
$ 0.09
$ 0.09
During the fourth quarter of 2014, the Company initiated a cash
dividend program, and a quarterly dividend of $0.09 per common
share was paid during fiscal year 2015. The Company increased
the quarterly rate to $0.11 per common share effective with the
payment made in the first quarter of fiscal year 2016. The Company
again increased the quarterly rate to $0.14 per common share
effective with the payment made in the first quarter of fiscal year
2017. Future payments of dividends will be considered by the
Company’s Board of Directors after reviewing, among other
factors, returns to shareholders, profitability expectations and
financing needs.
Comparison of Five-Year Cumulative Total Return
The graph below matches Sonic Corp.’s cumulative five-year total
return on common stock with the cumulative total returns of the
NASDAQ Composite index and the S&P 600 Restaurants Small Cap
index. The graph tracks the performance of a $100 investment in
our common stock and in each index (with the reinvestment of all
dividends) from 8/31/2011 to 8/31/2016.
$400
$350
$300
$250
$200
$150
$100
$50
$0
8/31/11
8/31/12
8/31/13
8/31/14
8/31/15
8/31/16
Sonic Corp.
NASDAQ Composite
S&P 600 Restaurants Small Cap
The Future of
Sonic Drive-In looks
amazing, right?
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300 Johnny Bench Drive
Oklahoma City, OK 73104
sonicdrivein.com