Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Jul. 26, 2021 | |
Document Information [Line Items] | ||
Entity Registrant Name | SONIC AUTOMOTIVE, INC. | |
Entity Central Index Key | 0001043509 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | SAH | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
City Area Code | (704) | |
Entity Address, Address Line One | 4401 Colwick Road | |
Entity Address, Postal Zip Code | 28211 | |
Entity Tax Identification Number | 56-2010790 | |
Local Phone Number | 566-2400 | |
Entity File Number | 1-13395 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Address, City or Town | Charlotte, | |
Entity Address, State or Province | NC | |
Document Quarterly Report | true | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 29,225,197 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,029,375 |
Details
Details | 9 Months Ended |
Sep. 30, 2021 | |
Document Information [Line Items] | |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Security Exchange Name | NYSE |
Entity Incorporation, State or Country Code | DE |
Document Transition Report | false |
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share |
Entity Small Business | false |
Entity Emerging Growth Company | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Revenues | $ 3,072,812,000 | $ 2,548,545,000 | $ 9,211,856,000 | $ 6,968,487,000 |
Cost of Sales: | ||||
Cost of Sales | (2,600,793,000) | (2,171,978,000) | (7,828,136,000) | (5,933,959,000) |
Gross profit | 472,019,000 | 376,567,000 | 1,383,720,000 | 1,034,528,000 |
Selling, general and administrative expenses | (321,373,000) | (257,174,000) | (931,349,000) | (769,688,000) |
Impairment charges | 0 | (26,000) | 0 | (268,859,000) |
Depreciation and amortization | (25,239,000) | (22,934,000) | (73,687,000) | (67,879,000) |
Operating income (loss) | 125,407,000 | 96,433,000 | 378,684,000 | (71,898,000) |
Other income (expense): | ||||
Interest expense, floor plan | (3,340,000) | (4,999,000) | (12,781,000) | (21,821,000) |
Interest expense, other, net | (9,817,000) | (10,762,000) | (30,180,000) | (31,523,000) |
Other income (expense), net | 0 | 1,000 | 100,000 | 100,000 |
Total other income (expense) | (13,157,000) | (15,760,000) | (42,861,000) | (53,244,000) |
Income (loss) from continuing operations before taxes | 112,250,000 | 80,673,000 | 335,823,000 | (125,142,000) |
Provision for income taxes for continuing operations - benefit (expense) | (27,559,000) | (20,685,000) | (83,452,000) | 16,995,000 |
Income (loss) from continuing operations | 84,691,000 | 59,988,000 | 252,371,000 | (108,147,000) |
Discontinued operations: | ||||
Income (loss) from discontinued operations before taxes | (275,000) | (234,000) | 241,000 | (808,000) |
Provision for income taxes for discontinued operations - benefit (expense) | 69,000 | 64,000 | (60,000) | 231,000 |
Income (loss) from discontinued operations | (206,000) | (170,000) | 181,000 | (577,000) |
Net income (loss) | $ 84,485,000 | $ 59,818,000 | $ 252,552,000 | $ (108,724,000) |
Basic earnings (loss) per common share: | ||||
Earnings (loss) per share from continuing operations (usd per share) | $ 2.04 | $ 1.41 | $ 6.07 | $ (2.53) |
Earnings (loss) per share from discontinued operations (usd per share) | (0.01) | 0 | 0.01 | (0.02) |
Earnings (loss) per common share (usd per share) | $ 2.03 | $ 1.41 | $ 6.08 | $ (2.55) |
Weighted average common shares outstanding | 41,561 | 42,510 | 41,561 | 42,687 |
Diluted earnings (loss) per common share: | ||||
Earnings (loss) per share from continuing operations (usd per share) | $ 1.96 | $ 1.35 | $ 5.81 | $ (2.53) |
Earnings (loss) per share from discontinued operations (usd per share) | (0.01) | (0.01) | 0.01 | (0.02) |
Earnings (loss) per common share (usd per share) | $ 1.95 | $ 1.34 | $ 5.82 | $ (2.55) |
Weighted average common shares outstanding | 43,285 | 44,577 | 43,416 | 42,687 |
Total vehicles | ||||
Revenues: | ||||
Revenues | $ 2,553,501,000 | $ 2,100,832,000 | $ 7,689,120,000 | $ 5,700,972,000 |
Cost of Sales: | ||||
Cost of Sales | (2,417,080,000) | (2,007,575,000) | (7,293,811,000) | (5,457,995,000) |
New vehicles | ||||
Revenues: | ||||
Revenues | 1,146,922,000 | 1,098,302,000 | 3,766,133,000 | 2,957,794,000 |
Cost of Sales: | ||||
Cost of Sales | (1,031,476,000) | (1,035,624,000) | (3,462,795,000) | (2,804,314,000) |
Used vehicles | ||||
Revenues: | ||||
Revenues | 1,309,492,000 | 946,028,000 | 3,666,286,000 | 2,604,957,000 |
Cost of Sales: | ||||
Cost of Sales | (1,289,772,000) | (917,993,000) | (3,580,944,000) | (2,517,421,000) |
Wholesale vehicles | ||||
Revenues: | ||||
Revenues | 97,087,000 | 56,502,000 | 256,701,000 | 138,221,000 |
Cost of Sales: | ||||
Cost of Sales | (95,832,000) | (53,958,000) | (250,072,000) | (136,260,000) |
Parts, service and collision repair | ||||
Revenues: | ||||
Revenues | 355,227,000 | 320,929,000 | 1,036,736,000 | 914,667,000 |
Cost of Sales: | ||||
Cost of Sales | (183,713,000) | (164,403,000) | (534,325,000) | (475,964,000) |
Finance, insurance and other, net | ||||
Revenues: | ||||
Revenues | $ 164,084,000 | $ 126,784,000 | $ 486,000,000 | $ 352,848,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 84,485 | $ 59,818 | $ 252,552 | $ (108,724) |
Other comprehensive income (loss) before taxes: | ||||
Change in fair value of interest rate swap and interest rate cap agreements | 297 | 296 | 1,178 | 1,076 |
Amortization of terminated interest rate swap agreements | 0 | (280) | 0 | (1,912) |
Total other comprehensive income (loss) before taxes | 297 | 16 | 1,178 | (836) |
Provision for income tax benefit (expense) related to components of other comprehensive income (loss) | (78) | 9 | (369) | 334 |
Other comprehensive income (loss) | 219 | 25 | 809 | (502) |
Comprehensive income (loss) | $ 84,704 | $ 59,843 | $ 253,361 | $ (109,226) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 220,082 | $ 170,313 |
Receivables, net | 278,008 | 371,666 |
Inventories | 850,469 | 1,247,254 |
Other current assets | 123,404 | 93,334 |
Total current assets | 1,471,963 | 1,882,567 |
Property and Equipment, net | 1,232,236 | 1,120,526 |
Goodwill | 237,575 | 213,977 |
Other Intangible Assets, net | 77,500 | 64,300 |
Right-of-use asset | 313,425 | 330,322 |
Finance Lease, Right-of-Use Asset, after Accumulated Amortization | 84,267 | 60,121 |
Other Assets | 88,997 | 74,180 |
Total Assets | 3,505,963 | 3,745,993 |
Current Liabilities: | ||
Notes payable - floor plan - trade | 28,605 | 585,225 |
Notes payable - floor plan - non-trade | 867,152 | 739,019 |
Trade accounts payable | 105,181 | 105,098 |
Operating Lease, Liability, Current | 39,684 | 42,339 |
Finance Lease, Liability, Current | 35,684 | 3,515 |
Accrued interest | 3,431 | 8,496 |
Other accrued liabilities | 295,282 | 279,477 |
Current maturities of long-term debt | 53,383 | 68,244 |
Total current liabilities | 1,428,402 | 1,831,413 |
Long-Term Debt | 637,774 | 651,823 |
Other Long-Term Liabilities | 96,420 | 88,753 |
Operating Lease, Liability, Noncurrent | 278,315 | 296,564 |
Finance Lease, Liability, Noncurrent | 59,303 | 62,290 |
Deferred Income Taxes | 0 | 345 |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Class A convertible preferred stock, none issued | 0 | 0 |
Paid-in capital | 786,258 | 767,599 |
Retained Earnings (Accumulated Deficit) | 960,238 | 721,770 |
Accumulated other comprehensive income (loss) | (2,807) | (3,616) |
Treasury stock, at cost; 33,476,159 Class A common stock shares held at September 30, 2018 and 32,290,493 Class A common stock shares held at December 31, 2017 | (738,726) | (671,725) |
Total Stockholders' Equity | 1,005,749 | 814,805 |
Total Liabilities and Stockholders' Equity | 3,505,963 | 3,745,993 |
Class A Common Stock | ||
Stockholders' Equity: | ||
Common stock, value | 665 | 656 |
Class B common stock | ||
Stockholders' Equity: | ||
Common stock, value | $ 121 | $ 121 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Convertible preferred stock issued | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 66,493,317 | 65,607,628 |
Common stock, shares outstanding | 29,225,197 | 29,797,727 |
Treasury stock, shares | 37,268,120 | 35,809,901 |
Class B common stock | ||
Common stock, par value (usd per share) | $ 0.01 | |
Common stock, shares authorized | 30,000,000 | |
Common stock, shares issued | 12,029,375 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Class A Common Stock | Class A Common StockCommon Stock | Class A Common StockTreasury Stock | Class A Common StockRetained Earnings | Class B Common Stock | Class B Common StockCommon Stock | Class B Common StockRetained Earnings |
Beginning balance at Dec. 31, 2019 | $ 944,764 | $ 755,904 | $ 790,158 | $ (2,062) | $ 647 | $ (600,004) | $ 121 | ||||
Beginning balance (shares) at Dec. 31, 2019 | 64,734 | 33,629 | 12,029 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Shares awarded under stock compensation plan | 0 | (9) | $ 9 | ||||||||
Shares awarded under stock compensation plan (shares) | 874 | ||||||||||
Purchase of treasury stock | (57,093) | $ (57,093) | |||||||||
Purchases of treasury stock (shares) | (1,793) | ||||||||||
Change in fair value of interest rate swap and interest rate cap agreements, net of tax expense of $1,563 | (502) | (502) | |||||||||
Restricted stock amortization | 8,551 | ||||||||||
Net income (loss) | (108,724) | (108,724) | |||||||||
Dividends, Common Stock | $ 9,285 | $ 9,285 | $ 3,609 | $ 3,609 | |||||||
Ending balance at Sep. 30, 2020 | 774,102 | 764,446 | 668,540 | (2,564) | $ 656 | $ (657,097) | $ 121 | ||||
Ending balance (shares) at Sep. 30, 2020 | 65,608 | 35,422 | 12,029 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Dividends declared per common share (usd per share) | $ 0.3 | $ 0.3 | |||||||||
Tax effect on fair value of interest rate swap and rate cap agreements | 334 | ||||||||||
Beginning balance at Jun. 30, 2020 | 744,702 | 761,293 | 613,033 | (2,589) | $ 656 | $ (627,812) | $ 121 | ||||
Beginning balance (shares) at Jun. 30, 2020 | 65,604 | 34,638 | 12,029 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Shares awarded under stock compensation plan | (1) | (1) | $ 0 | ||||||||
Shares awarded under stock compensation plan (shares) | 4 | ||||||||||
Purchase of treasury stock | (29,285) | $ (29,285) | |||||||||
Purchases of treasury stock (shares) | (784) | ||||||||||
Change in fair value of interest rate swap and interest rate cap agreements, net of tax expense of $1,563 | 25 | 25 | |||||||||
Restricted stock amortization | 3,154 | 3,154 | |||||||||
Net income (loss) | 59,818 | 59,818 | |||||||||
Dividends, Common Stock | $ 3,108 | 3,108 | $ 1,203 | 1,203 | |||||||
Ending balance at Sep. 30, 2020 | 774,102 | 764,446 | 668,540 | (2,564) | $ 656 | $ (657,097) | $ 121 | ||||
Ending balance (shares) at Sep. 30, 2020 | 65,608 | 35,422 | 12,029 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Dividends declared per common share (usd per share) | $ 0.1 | $ 0.1 | |||||||||
Tax effect on fair value of interest rate swap and rate cap agreements | 9 | ||||||||||
Retained Earnings (Accumulated Deficit) | 721,770 | ||||||||||
Beginning balance at Dec. 31, 2020 | 814,805 | 767,599 | 721,770 | (3,616) | $ 656 | $ (671,725) | $ 121 | ||||
Beginning balance (shares) at Dec. 31, 2020 | 65,608 | 35,810 | 12,029 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Shares awarded under stock compensation plan | 7,514 | 7,505 | $ 9 | ||||||||
Shares awarded under stock compensation plan (shares) | 885 | ||||||||||
Purchase of treasury stock | (67,001) | $ (67,001) | |||||||||
Purchases of treasury stock (shares) | (1,458) | ||||||||||
Change in fair value of interest rate swap and interest rate cap agreements, net of tax expense of $1,563 | 809 | 809 | |||||||||
Restricted stock amortization | 11,154 | ||||||||||
Net income (loss) | 252,552 | 252,552 | |||||||||
Dividends, Common Stock | $ 9,977 | 9,977 | $ 4,107 | 4,107 | |||||||
Ending balance at Sep. 30, 2021 | 1,005,749 | 786,258 | 960,238 | (2,807) | $ 665 | $ (738,726) | $ 121 | ||||
Ending balance (shares) at Sep. 30, 2021 | 66,493 | 37,268 | 12,029 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Dividends declared per common share (usd per share) | $ 0.34 | $ 0.34 | |||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 11,154 | ||||||||||
Tax effect on fair value of interest rate swap and rate cap agreements | 369 | ||||||||||
Beginning balance at Jun. 30, 2021 | 946,354 | 781,829 | 880,704 | (3,026) | $ 664 | $ (713,938) | $ 121 | ||||
Beginning balance (shares) at Jun. 30, 2021 | 66,449 | 36,768 | 12,029 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Shares awarded under stock compensation plan | 750 | 749 | $ 1 | ||||||||
Shares awarded under stock compensation plan (shares) | 44 | ||||||||||
Purchase of treasury stock | (24,788) | $ (24,788) | |||||||||
Purchases of treasury stock (shares) | (500) | ||||||||||
Change in fair value of interest rate swap and interest rate cap agreements, net of tax expense of $1,563 | 219 | 219 | |||||||||
Restricted stock amortization | 3,680 | ||||||||||
Net income (loss) | 84,485 | 84,485 | |||||||||
Dividends, Common Stock | $ 3,507 | $ 3,507 | $ 1,444 | $ 1,444 | |||||||
Ending balance at Sep. 30, 2021 | 1,005,749 | 786,258 | $ 960,238 | $ (2,807) | $ 665 | $ (738,726) | $ 121 | ||||
Ending balance (shares) at Sep. 30, 2021 | 66,493 | 37,268 | 12,029 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Dividends declared per common share (usd per share) | $ 0.12 | $ 0.12 | |||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | $ 3,680 | ||||||||||
Tax effect on fair value of interest rate swap and rate cap agreements | 78 | ||||||||||
Retained Earnings (Accumulated Deficit) | $ 960,238 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||||
Tax effect on fair value of interest rate swap and rate cap agreements | $ 78 | $ 9 | $ 369 | $ 334 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 252,552 | $ (108,724) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization of property and equipment | 69,069 | 65,474 |
Debt issuance cost amortization | 2,343 | 2,016 |
Stock-based compensation expense | 11,154 | 8,551 |
Deferred income taxes | (8,928) | (62,950) |
Asset impairment charges | 0 | 268,859 |
Other | (1,246) | (515) |
Changes in assets and liabilities that relate to operations: | ||
Receivables | 93,255 | 145,280 |
Inventories | 419,842 | 374,651 |
Other assets | (2,683) | (21,485) |
Notes payable - floor plan - trade | (556,620) | (317,745) |
Trade accounts payable and other liabilities | (12,354) | (80,416) |
Total adjustments | 13,832 | 381,720 |
Net cash provided by (used in) operating activities | 266,384 | 272,996 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of businesses, net of cash acquired | (66,138) | 0 |
Purchases of land, property and equipment | (181,516) | (92,056) |
Proceeds from sales of property and equipment | 6,195 | 21,488 |
Proceeds from sales of dealerships | 3,872 | 8,806 |
Net cash provided by (used in) investing activities | (237,587) | (61,762) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net (repayments) borrowings on notes payable - floor plan - non-trade | (128,133) | (49,245) |
Borrowings on revolving credit facilities | 4,906 | 460,916 |
Repayments on revolving credit facilities | (4,906) | (460,916) |
Proceeds from issuance of long-term debt | 16,500 | 53,135 |
Debt issuance costs | 4,775 | (2,115) |
Principal payments and repurchase of long-term debt | (42,975) | (26,328) |
Purchases of treasury stock | (67,001) | (57,093) |
Finance Lease, Principal Payments | 3,109 | 20,058 |
Issuance of shares under stock compensation plans | 7,514 | 0 |
Dividends paid | (13,315) | (12,894) |
Net cash provided by (used in) financing activities | 20,972 | (114,598) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 49,769 | 96,636 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 170,313 | 29,103 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 220,082 | 125,739 |
Cash paid (received) during the period for: | ||
Interest, including amount capitalized | 46,025 | 56,912 |
Income taxes | $ 85,773 | $ 51,455 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Cash Flows [Abstract] | ||
Tax effect on fair value of interest rate swap and rate cap agreements | $ 369 | $ 334 |
Business Acquisitions and Dispo
Business Acquisitions and Dispositions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Business Acquisitions and Dispositions | 2. Business Acquisitions and Dispositions We acquired three businesses to be included in our EchoPark segment and two franchised dealership locations during the nine months ended September 30, 2021 for an aggregate gross purchase price (including inventory acquired and subsequently funded by floor plan notes payable) of approximately $66.1 million. The acquisitions purchase price for the nine months ended September 30, 2021 acquired inventory of $26.4 million, property and equipment of $1.7 million, franchise assets of $13.2 million and goodwill of $24.8 million. We did not acquire any businesses during the nine months ended September 30, 2020. We disposed of one luxury franchised dealership during the nine months ended September 30, 2021 that generated net cash of approximately $3.9 million. We disposed of one mid-line import franchised dealership and terminated one luxury franchised dealership during the nine months ended September 30, 2020 that generated net cash of approximately $8.8 million. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: September 30, 2021 December 31, 2020 (In thousands) New vehicles $ 135,659 $ 648,448 Used vehicles 547,145 413,209 Service loaners 105,404 128,531 Parts, accessories and other 62,261 57,066 Net inventories $ 850,469 $ 1,247,254 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Capital expenditures in all periods were primarily related to real estate acquisitions, construction of new franchised dealerships and EchoPark stores, building improvements and equipment purchased for use in our franchised dealerships and EchoPark stores. Assets held for sale as of September 30, 2021 and December 31, 2020 consists of real property not currently used in operations that we expect to dispose of in the next 12 months. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The carrying amount of goodwill was approximately $237.6 million and $214.0 million as of September 30, 2021 and December 31, 2020, respectively. The carrying amount of goodwill for our franchised dealership reporting unit was approximately $158.1 million and $147.3 million as of September 30, 2021 and December 31, 2020, respectively. The carrying amount of goodwill for our EchoPark reporting unit was approximately $79.5 million and $66.7 million as of September 30, 2021 and December 31, 2020, respectively. The total carrying amount of goodwill is net of accumulated impairment losses of approximately $1.1 billion as of both September 30, 2021 and December 31, 2020. The carrying amount of indefinite lived franchise assets was approximately $77.5 million and $64.3 million as of September 30, 2021 and December 31, 2020, respectively. Pursuant to the applicable accounting pronouncements, we were required to evaluate the recoverability of our long-lived assets at the end of the first quarter of 2020 as a result of the effects of the COVID-19 pandemic on our operations and market value. Based on this evaluation, we determined the carrying value of our franchised dealership reporting unit goodwill was greater than the fair value of the reporting unit. Accordingly, we recorded a non-cash goodwill impairment charge of $268.0 million and a corresponding income tax benefit of $55.8 million to reduce the carrying value to fair value as of March 31, 2020. We did not record any impairment charges for the three and nine months ended September 30, 2021. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
2016 Credit Facilities [Text Block] | 2021 Credit Facilities On April 14, 2021, we entered into an amended and restated syndicated revolving credit facility (the “2021 Revolving Credit Facility”) and amended and restated syndicated new and used vehicle floor plan credit facilities (the “2021 Floor Plan Facilities” and, together with the 2021 Revolving Credit Facility, the “2021 Credit Facilities”). The amendment and restatement of the 2021 Credit Facilities extended the scheduled maturity dates to April 14, 2025. On October 8, 2021, we entered into an amendment to the 2021 Credit Facilities (the “Credit Facility Amendment”) to, among other things: (1) increase the aggregate commitments under the 2021 Revolving Credit Facility to the lesser of $350.0 million (which may be increased at the Company’s option up to $400.0 million upon satisfaction of certain conditions) and the applicable revolving borrowing base, and the 2021 Floor Plan Facilities to $2.6 billion (which, under certain conditions, may be increased at the Company’s option up to $2.85 billion that may be allocated between the 2021 New Vehicle Floor Plan Facility and the 2021 Used Vehicle Floor Plan Facility as the Company requests); and (2) permit the issuance of the 2021 Notes. As amended, availability under the 2021 Revolving Credit Facility is calculated as the lesser of $350.0 million or a borrowing base calculated based on certain eligible assets, less the aggregate face amount of any outstanding letters of credit under the 2021 Revolving Credit Facility (the “2021 Revolving Borrowing Base”). The 2021 Revolving Credit Facility may be increased at our option up to $400.0 million upon satisfaction of certain conditions. As of September 30, 2021, the 2021 Revolving Borrowing Base was approximately $236.3 million based on balances as of such date. As of September 30, 2021, we had no outstanding borrowings and approximately $12.3 million in outstanding letters of credit under the 2021 Revolving Credit Facility, resulting in $224.0 million remaining borrowing availability under the 2021 Revolving Credit Facility. The 2021 Floor Plan Facilities are composed of a new vehicle revolving floor plan facility (as amended, the “2021 New Vehicle Floor Plan Facility”) and a used vehicle revolving floor plan facility (as amended, the “2021 Used Vehicle Floor Plan Facility”), in a combined amount of up to $2.6 billion. We may, under certain conditions, request an increase in the 2021 Floor Plan Facilities to a maximum borrowing limit of up to $2.85 billion, which shall be allocated between the 2021 New Vehicle Floor Plan Facility and the 2021 Used Vehicle Floor Plan Facility as we request, with no more than 40% of the aggregate commitments allocated to the commitments under the 2021 Used Vehicle Floor Plan Facility. |
6.125 Note Text Block [Text Block] | 6.125% Notes On March 10, 2017, we issued $250.0 million in aggregate principal amount of unsecured senior subordinated 6.125% Notes due 2027 (the “6.125% Notes”). The 6.125% Notes were guaranteed by all of our domestic operating subsidiaries. On October 28, 2021, we redeemed the 6.125% Notes. The redemption price of the 6.125% Notes was $263.2 million plus accrued interest. Accordingly, we expect the pre-tax loss on the redemption of the 6.125% Notes to be approximately $13.2 million in the fourth quarter of 2021. For further discussion of the 6.125% Notes, see Note 6, “Long-Term Debt,” to the consolidated financial statements in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2020. |
2019 Mortgage Facility Text Block [Text Block] | 2019 Mortgage Facility On November 22, 2019, we entered into a delayed draw-term loan credit agreement which is scheduled to mature on November 22, 2024 (the “2019 Mortgage Facility”). On October 11, 2021, we entered into an amendment to the 2019 Mortgage Facility to permit the issuance of the 2021 Notes. Under the 2019 Mortgage Facility, Sonic has a maximum borrowing limit of $112.2 million, which varies based on the appraised value of the collateral underlying the 2019 Mortgage Facility. The amount available for borrowing under the 2019 Mortgage Facility is subject to compliance with a borrowing base. The borrowing base is calculated based on 75% of the appraised value of certain eligible real estate designated by Sonic and owned by certain of our subsidiaries. Based on balances as of September 30, 2021, we had approximately $92.7 million of outstanding borrowings under the 2019 Mortgage Facility, resulting in total remaining borrowing availability of approximately $19.5 million under the 2019 Mortgage Facility. Amounts outstanding under the 2019 Mortgage Facility bear interest at (1) a specified rate above LIBOR (as defined in the 2019 Mortgage Facility), ranging from 1.50% to 2.75% per annum according to a performance-based pricing grid determined by the Company’s Consolidated Total Lease Adjusted Leverage Ratio (as defined in the 2019 Mortgage Facility) as of the last day of the immediately preceding fiscal quarter (the “Performance Grid”); or (2) a specified rate above the Base Rate (as defined in the 2019 Mortgage Facility), ranging from 0.50% to 1.75% per annum according to the Performance Grid. For further discussion of the 2019 Mortgage Facility, see Note 6, “Long-Term Debt,” to the consolidated financial statements in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2020. |
Mortgage Notes Text Block [Text Block] | Mortgage Notes to Finance Companies As of September 30, 2021, the weighted-average interest rate of our other outstanding mortgage notes (excluding the 2019 Mortgage Facility) was 3.47% and the total outstanding mortgage principal balance of these notes (excluding the 2019 Mortgage Facility) was approximately $358.7 million. These mortgage notes require monthly payments of principal and interest through their respective maturities, are secured by the underlying properties and contain certain cross-default provisions. Maturity dates for these mortgage notes range between 2021 and 2033. |
2020 Line of Credit Text Block [Text Block] | 2020 Line of Credit Facility On June 23, 2020, we entered into a line of credit agreement with Ally Bank (the “2020 Line of Credit Facility”) which was scheduled to mature on June 22, 2021. On June 21, 2021, we extended the maturity date of the 2020 Line of Credit Facility to June 19, 2022. On October 1, 2021, Sonic terminated the 2020 Line of Credit Facility. |
Per Share Data and Stockholders
Per Share Data and Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Per Share Data and Stockholders' Equity | Earnings Per Share – |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal and Other Proceedings In the ordinary course of business, Sonic is involved, and expects to continue to be involved, in various legal and administrative proceedings arising out of the conduct of its business, including regulatory investigations and private civil actions brought by plaintiffs purporting to represent a potential class or for which a class has been certified. Although Sonic vigorously defends itself in all legal and administrative proceedings, the outcomes of pending and future proceedings arising out of the conduct of Sonic’s business, including litigation with customers, employment-related lawsuits, contractual disputes, class actions, purported class actions and actions brought by governmental authorities, cannot be predicted with certainty. An unfavorable resolution of one or more of these matters could have a material adverse effect on Sonic’s business, financial condition, results of operations, cash flows or prospects. When we believe that a loss is probable and reasonably estimable, we make an accrual for our estimated probable losses. Such reserves are presently immaterial, both individually and in the aggregate. Other than as reflected in our recognized reserves, Sonic is currently unable to estimate a range of reasonably possible loss, or a range of reasonably possible loss in excess of the amount accrued, for pending proceedings. Guarantees and Indemnification Obligations In accordance with the terms of our operating lease agreements, our dealership subsidiaries, acting as lessees, generally agree to indemnify the lessor from certain exposure arising as a result of the use of the leased premises, including environmental exposure and repairs to leased property upon termination of the lease. In addition, we have generally agreed to indemnify the lessor in the event of a breach of the lease by the lessee. In connection with dealership dispositions and facility relocations, certain of our subsidiaries have assigned or sublet to the buyer their interests in real property leases associated with such dealerships or facilities. In general, the subsidiaries retain responsibility for the performance of certain obligations under such leases, including rent payments and repairs to leased property upon termination of the lease, to the extent that the assignee or the sublessee does not perform. In the event an assignee or a sublessee does not perform its obligations, Sonic remains liable for such obligations. In accordance with the terms of agreements entered into for the sale of our dealerships, we generally agree to indemnify the buyer from certain liabilities and costs arising subsequent to the date of sale, including environmental exposure and exposure resulting from the breach of representations or warranties made in accordance with the agreements. While our exposure with respect to environmental remediation and repairs is difficult to quantify, our maximum exposure associated with these general indemnifications was approximately $4.0 million and $25.0 million at September 30, 2021 and December 31, 2020, respectively. These indemnifications typically expire within a period of one We also guarantee the floor plan commitments of our 50%-owned joint venture, the amount of which was approximately $4.3 million at both September 30, 2021 and December 31, 2020. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. Fair Value Measurements Assets and liabilities recorded at fair value in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020 were as follows: Fair Value Based on Significant Other Observable Inputs (Level 2) September 30, 2021 December 31, 2020 (In thousands) Assets: Cash surrender value of life insurance policies (1) $ 38,805 $ 35,739 Total assets $ 38,805 $ 35,739 Liabilities: Deferred compensation plan (2) $ 24,068 $ 20,685 Total liabilities $ 24,068 $ 20,685 (1) Included in other assets in the accompanying unaudited condensed consolidated balance sheets. (2) Included in other long-term liabilities in the accompanying unaudited condensed consolidated balance sheets. There were no instances during the nine months ended September 30, 2021 which required a fair value measurement of assets ordinarily measured at fair value on a non-recurring basis. These assets will be evaluated as of the annual valuation assessment date of October 1, 2021 or as events or changes in circumstances require. As of September 30, 2021 and December 31, 2020, the fair values of Sonic’s financial instruments, including receivables, notes receivable from finance contracts, notes payable – floor plan, trade accounts payable, borrowings under the revolving credit facilities and certain mortgage notes, approximated their carrying values due either to length of maturity or existence of variable interest rates that approximate prevailing market rates. As of September 30, 2021 and December 31, 2020, the fair value and carrying value of Sonic’s significant fixed rate long-term debt were as follows: September 30, 2021 December 31, 2020 Fair Value Carrying Value Fair Value Carrying Value (In thousands) 6.125% Notes (1) $ 260,625 $ 250,000 $ 263,438 $ 250,000 (1) As determined by market quotations from similar securities as of September 30, 2021 and December 31, 2020, respectively (Level 2). For further discussion of Sonic’s fair value measurements, see Note 11, “Fair Value Measurements,” to the consolidated financial statements in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2020. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)For further discussion of Sonic’s accumulated other comprehensive income (loss), see Note 13, “Accumulated Other Comprehensive Income (Loss),” to the consolidated financial statements in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2020. For further discussion of Sonic’s defined benefit pension plan, see Note 10, “Employee Benefit Plans,” to the consolidated financial statements in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2020. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 9. Segment Information As of September 30, 2021, Sonic had two operating segments: (1) retail automotive franchises that sell new vehicles and buy and sell used vehicles, sell replacement parts, perform vehicle maintenance, warranty and repair services, and arrange finance and insurance products (the “Franchised Dealerships Segment”); and (2) pre-owned vehicle specialty retail locations that provide guests an opportunity to search our nationwide inventory, purchase a vehicle, select finance and insurance products and sell their current vehicle to us (the “EchoPark Segment”). Sonic has determined that its operating segments also represent its reportable segments. The reportable segments identified above are the business activities of Sonic for which discrete financial information is available and for which operating results are regularly reviewed by Sonic ’ s chief operating decision maker to assess operating performance and allocate resources. Sonic’s chief operating decision maker is a group of three individuals consisting of: (1) the Company’s Chief Executive Officer; (2) the Company’s President; and (3) the Company’s Chief Financial Officer. Reportable segment financial information for the three and nine months ended September 30, 2021 and 2020 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (In thousands) Segment Revenues: Franchised Dealerships Segment revenues: New vehicles $ 1,143,416 $ 1,098,302 $ 3,761,718 $ 2,957,794 Used vehicles 750,263 615,565 2,173,322 1,718,151 Wholesale vehicles 64,052 48,526 183,212 119,474 Parts, service and collision repair 339,930 310,035 994,125 886,534 Finance, insurance and other, net 111,808 91,035 333,394 254,465 Franchised Dealerships Segment revenues $ 2,409,469 $ 2,163,463 $ 7,445,771 $ 5,936,418 EchoPark Segment revenues: New vehicles $ 3,506 $ — $ 4,415 $ — Used vehicles 559,229 330,463 1,492,964 886,806 Wholesale vehicles 33,035 7,976 73,489 18,747 Parts, service and collision repair 15,297 10,894 42,611 28,133 Finance, insurance and other, net 52,276 35,749 152,606 98,383 EchoPark Segment revenues $ 663,343 $ 385,082 $ 1,766,085 $ 1,032,069 Total consolidated revenues $ 3,072,812 $ 2,548,545 $ 9,211,856 $ 6,968,487 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (In thousands, except unit data) Segment Income (Loss) (1): Franchised Dealerships Segment (2) $ 145,137 $ 80,460 $ 381,094 $ 138,805 EchoPark Segment (32,887) 239 (45,271) 4,912 Total segment income (loss) $ 112,250 $ 80,699 $ 335,823 $ 143,717 Impairment charges (3) — (26) — (268,859) Income (loss) from continuing operations before taxes $ 112,250 $ 80,673 $ 335,823 $ (125,142) (1) Segment income (loss) for each segment is defined as income (loss) from continuing operations before taxes and impairment charges. (2) For the three months ended September 30, 2020, the above amount includes a pre-tax gain on the disposal of a franchised dealership of approximately $3.2 million. (3) For the nine months ended September 30, 2020, the above amount includes a pre-tax impairment charge of approximately $268.0 million related to adjustments in fair value of goodwill for the Franchised Dealerships Segment as a result of the economic disruptions due to the worldwide spread of COVID-19 which had adversely affected our business, as well as a pre-tax impairment charge of approximately $0.9 million related to the abandonment of certain construction projects. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (In thousands) Impairment Charges: Franchised Dealerships Segment $ — $ 26 $ — $ 268,859 EchoPark Segment — — — — Total impairment charges $ — $ 26 $ — $ 268,859 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (In thousands) Depreciation and Amortization: Franchised Dealerships Segment $ 21,266 $ 20,170 $ 62,258 $ 59,654 EchoPark Segment 3,973 2,764 11,429 8,225 Total depreciation and amortization $ 25,239 $ 22,934 $ 73,687 $ 67,879 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (In thousands) Floor Plan Interest Expense: Franchised Dealerships Segment $ 1,973 $ 4,234 $ 9,243 $ 19,517 EchoPark Segment 1,367 765 3,538 2,304 Total floor plan interest expense $ 3,340 $ 4,999 $ 12,781 $ 21,821 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (In thousands) Interest Expense, Other, Net: Franchised Dealerships Segment $ 9,477 $ 10,615 $ 29,158 $ 30,771 EchoPark Segment 340 147 1,022 752 Total interest expense, other, net $ 9,817 $ 10,762 $ 30,180 $ 31,523 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (In thousands) Capital Expenditures: Franchised Dealerships Segment $ 53,774 $ 18,237 $ 122,022 $ 70,875 EchoPark Segment 22,693 12,085 59,494 21,181 Total capital expenditures $ 76,467 $ 30,322 $ 181,516 $ 92,056 September 30, 2021 December 31, 2020 (In thousands) Assets: Franchised Dealerships Segment assets $ 2,638,803 $ 3,096,811 EchoPark Segment assets 647,075 478,869 Corporate and other: Cash and cash equivalents 220,082 170,313 Other corporate assets 3 — Total assets $ 3,505,963 $ 3,745,993 |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Business Acquisitions and Dispositions | 2. Business Acquisitions and Dispositions We acquired three businesses to be included in our EchoPark segment and two franchised dealership locations during the nine months ended September 30, 2021 for an aggregate gross purchase price (including inventory acquired and subsequently funded by floor plan notes payable) of approximately $66.1 million. The acquisitions purchase price for the nine months ended September 30, 2021 acquired inventory of $26.4 million, property and equipment of $1.7 million, franchise assets of $13.2 million and goodwill of $24.8 million. We did not acquire any businesses during the nine months ended September 30, 2020. We disposed of one luxury franchised dealership during the nine months ended September 30, 2021 that generated net cash of approximately $3.9 million. We disposed of one mid-line import franchised dealership and terminated one luxury franchised dealership during the nine months ended September 30, 2020 that generated net cash of approximately $8.8 million. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events On October 8, 2021, we entered into the 2021 Credit Facility Amendment which, among other things: (1) increased the aggregate commitments under the 2021 Revolving Credit Facility and the 2021 Floor Plan Facilities and (2) permitted the issuance of the 2021 Notes. On October 1, 2021, Sonic terminated the 2020 Line of Credit Facility. There were no outstanding borrowings under the 2021 Line of Credit Facility as of September 30, 2021 or at the time of termination. For more information, see Note 6, “Long-Term Debt.” On October 13, 2021, Sonic issued a notice to redeem the entire $250.0 million aggregate principal amount of the outstanding 6.125% Notes, which occurred on October 28, 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation – The accompanying unaudited condensed consolidated financial statements of Sonic Automotive, Inc. and its wholly owned subsidiaries (“Sonic,” the “Company,” “we,” “us” or “our”) for the three and nine months ended September 30, 2021 and 2020 are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect, in the opinion of management, all material normal, recurring adjustments necessary to fairly state the financial position, results of operations and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2020. | |
Principles of Consolidation | Principles of Consolidation – All of our dealership and non-dealership subsidiaries are wholly owned and consolidated in the accompanying unaudited condensed consolidated financial statements, except for one 50%-owned dealership that is accounted for under the equity method. All material intercompany balances and transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. | |
Revenue from Contract with Customers | Revenue Recognition – Revenue is recognized when a customer obtains control of promised goods or services and in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. ASC Topic 606, “Revenue from Contracts with Customers,” applies a five-step model that includes: (1) identifying the contract(s) with the customer; (2) identifying the performance obligation(s) in the contract(s); (3) determining the transaction price; (4) allocating the transaction price to the performance obligation(s) in the contract(s); and (5) recognizing revenue as the performance obligation(s) are satisfied. The standard also requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. We do not include the cost of obtaining contracts within the related revenue streams since we elected the practical expedient to expense the costs to obtain a contract when incurred. Management has evaluated our established business processes, revenue transaction streams and accounting policies, and identified our material revenue streams to be: (1) the sale of new vehicles; (2) the sale of used vehicles to retail customers; (3) the sale of wholesale used vehicles at third-party auctions; (4) the arrangement of vehicle financing and the sale of service, warranty and other insurance contracts; and (5) the performance of vehicle maintenance and repair services and the sale of related parts and accessories. Generally, performance conditions are satisfied when the associated vehicle is either delivered or returned to a customer and customer acceptance has occurred, or over time as the maintenance and repair services are performed. We do not have any revenue streams with significant financing components as payments are typically received within a short period of time following completion of the performance obligation(s). Retrospective finance and insurance revenues (“F&I retro revenues”) are recognized when the product contract has been executed with the end customer and the transaction price is estimated each reporting period based on the expected value method using historical and projected data. F&I retro revenues can vary based on a variety of factors, including number of contracts and history of cancellations and claims. Accordingly, we utilize this historical and projected data to constrain the consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved. We record revenue when vehicles are delivered to customers, when vehicle service work is performed and when parts are delivered. Conditions for completing a sale include having an agreement with the customer, including pricing, and it being probable that the proceeds from the sale will be collected. | |
Income Tax Expense | Income Taxes – The overall effective tax rate from continuing operations was 24.6% and 24.9% for the three and nine months ended September 30, 2021, respectively, and 25.6% and 13.6% for the three and nine months ended September 30, 2020, respectively. Income tax benefit for the nine months ended September 30, 2020 includes a $55.8 million benefit, including the effect of non-deductible amounts, related to the $268.0 million goodwill impairment charge related to adjustments in fair value of goodwill for the Franchised Dealerships Segment (as defined below). Sonic’s effective tax rate varies from year to year based on the level of taxable income, the distribution of taxable income between states in which the Company operates and other tax adjustments. | |
Per Share Data and Stockholders' Equity | Earnings Per Share – | |
Pending Acquisition [Text Block] | Pending Acquisition – On September 17, 2021, Sonic entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RFJMS, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Sonic (“Merger Sub”), RFJ Auto Partners, Inc., a Delaware corporation (“RFJ Auto”), and The Resolute Fund III, L.P., a Delaware limited partnership, solely in its capacity as the representative of RFJ Auto’s equityholders, pursuant to which Merger Sub will merge with and into RFJ Auto (the “Acquisition”), with RFJ Auto surviving the merger and becoming a direct, wholly owned subsidiary of Sonic. RFJ Auto is an automotive dealership platform based in Dallas, Texas. The Acquisition is expected to close in the fourth quarter of 2021. Subject to the terms and conditions of the Merger Agreement and other customary adjustments set forth in the Merger Agreement, the purchase price payable by Sonic pursuant to the Merger Agreement is expected to be approximately $964.9 million comprising (1) approximately $576.1 million for the goodwill and other intangible assets and real estate assets of RFJ Auto and each of its subsidiaries, plus (2) approximately $136.5 million for property and equipment including real estate assets, plus (3) approximately $271.5 million for new and used vehicle inventories, plus (4) approximately $67.0 million for accounts receivable, minus (5) approximately $86.2 million related to liabilities assumed net of other miscellaneous assets. The value, and therefore the resulting purchase price, of RFJ Auto’s parts and accessories inventory, supplies, repair work-in-process and new and used vehicle inventories and other assets acquired or liabilities assumed by Sonic are all subject to change based on natural fluctuations in the business of RFJ Auto prior to the closing of the Acquisition and the foregoing amounts are management’s estimate based on currently available information. The Acquisition will be funded with the proceeds of the Company’s offering of the 2021 Notes (as defined below) (See Note 10, “Subsequent Events”) and borrowings on our floor plan credit facilities. | |
Other Payments to Acquire Businesses | $ 964.9 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Unusual Risks and Uncertainties | COVID-19 – The COVID-19 pandemic began negatively impacting the global economy in the first quarter of 2020. The impact on the economy affected both consumer demand and supply of manufactured goods as many countries around the world and states and municipalities in the United States (the “U.S.”) mandated restrictions on citizen movements (i.e., shelter-in-place or stay-at-home orders) or on in-person retail trade or manufacturing activities at physical locations. As a result, many businesses curtailed operations and furloughed or terminated employees. In the U.S., the federal government passed several relief measures, including the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and the Families First Coronavirus Response Act, in an attempt to provide short-term relief to families and businesses as a result of the economic impacts of the COVID-19 pandemic. This broader economic backdrop resulting from the COVID-19 pandemic had a direct impact on our business and operations beginning in March 2020 and continuing through the date of this report. As a result of the pandemic and related shelter-in-place or stay-at-home orders, we transitioned many of our teammates to remote work arrangements. In situations where a teammate’s role did not permit remote work (e.g., service repair technicians), we implemented staggered work hours, social distancing and other safety measures to promote the health and safety of our teammates and guests. As a result of the systems and infrastructure we had in place prior to the pandemic, we were largely able to maintain our back-office operations and financial reporting and internal control processes with minimal disruption or changes in the effectiveness of such operations and processes. All of our store operations were impacted by the COVID-19 pandemic to varying degrees. During parts of the first half of 2020, the majority of our stores were not permitted to conduct retail sales of new and used vehicles at our physical locations. Those locations could offer virtual sales transactions with “contactless” delivery to customers but experienced lower consumer demand as a result of the initial onset of the pandemic and state and local governmental restrictions on business and consumer activities. Due to the critical nature of automotive repair, our fixed operations were deemed “essential” by governmental agencies and have largely been able to continue to conduct business so far, while adjusting operations to comply with state and local standards for safety and social distancing to promote the health and safety of our teammates and guests. As of September 30, 2021, most of such restrictions had been relaxed; however, our stores remain subject to both external and self-imposed health and safety policies and practices that may affect the way we sell vehicles and interact with our guests in the future. These restrictions may be tightened again if conditions relating to the pandemic worsen as a result of variants. The automotive supply chain has been disrupted during the pandemic, primarily related to the production of semiconductors that are used in many components of modern automobiles. As a result, automobile manufacturing is operating at lower than expected production levels, reducing the amount of new vehicle and certain parts inventory available to our dealerships. These inventory constraints, coupled with strong consumer demand, have led to a low new vehicle inventory and a high vehicle pricing environment. While we believe that inventory levels should improve in the first half of 2022, there is a risk that new vehicle and certain parts inventory levels remain at a low level or worsen, which could adversely impact our revenues and other financial results. Recent Accounting Pronouncements – In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Accounting Standards Codification (“ASC”) Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 provides optional guidance for a limited period of time to ease the potential accounting impact associated with transitioning away from reference rates that are expected to be discontinued, such as the London InterBank Offered Rate (“LIBOR”). The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The amendments in ASU 2020-04 could be adopted beginning January 1, 2020 and are effective through December 31, 2022. We do not currently have any contracts that have been modified, amended or renegotiated to accommodate a transition to a new reference rate, but we will continue to evaluate any such modifications or amendments to our contracts to determine the applicability of this standard on our unaudited condensed consolidated financial statements and related financial statement disclosures. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | Inventories consist of the following: September 30, 2021 December 31, 2020 (In thousands) New vehicles $ 135,659 $ 648,448 Used vehicles 547,145 413,209 Service loaners 105,404 128,531 Parts, accessories and other 62,261 57,066 Net inventories $ 850,469 $ 1,247,254 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment, Net | Property and equipment, net consists of the following: September 30, 2021 December 31, 2020 (In thousands) Land $ 393,920 $ 375,297 Building and improvements 1,109,311 1,028,016 Furniture, fixtures and equipment 415,999 365,222 Construction in progress 56,548 34,767 Total, at cost 1,975,778 1,803,302 Less accumulated depreciation (737,250) (673,082) Subtotal 1,238,528 1,130,220 Less assets held for sale (1) (6,292) (9,694) Property and equipment, net $ 1,232,236 $ 1,120,526 (1) Classified in other current assets in the accompanying unaudited condensed consolidated balance sheets. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Instrument [Line Items] | |
Long-Term Debt | Long-term debt consists of the following: September 30, 2021 December 31, 2020 (In thousands) 2021 Revolving Credit Facility (1) $ — $ — 6.125% Senior Subordinated Notes due 2027 250,000 250,000 2019 Mortgage Facility (2) 92,724 100,906 Mortgage notes to finance companies - fixed rate, bearing interest from 2.05% to 7.03% 217,504 212,135 Mortgage notes to finance companies - variable rate, bearing interest at 1.50 to 2.90 percentage points above one-month or three-month LIBOR 141,225 164,889 Subtotal $ 701,453 $ 727,930 Debt issuance costs (10,296) (7,863) Total debt 691,157 720,067 Less current maturities (53,383) (68,244) Long-term debt $ 637,774 $ 651,823 (1) The interest rate on the 2021 Revolving Credit Facility (as defined below) was 100 and 150 basis points above LIBOR at September 30, 2021 and December 31, 2020. (2) The interest rate on the 2019 Mortgage Facility (as defined below) was 150 basis points above LIBOR at both September 30, 2021 and December 31, 2020. |
Financial Covenants Include Required Specified Ratios | Covenants We have agreed under the 2021 Credit Facilities and the 2019 Mortgage Facility not to pledge any assets to any third parties (other than those explicitly allowed to be pledged by the amended terms of the 2021 Credit Facilities and the 2019 Mortgage Facility), including other lenders, subject to certain stated exceptions, including floor plan financing arrangements. In addition, the 2021 Credit Facilities and the 2019 Mortgage Facility contain certain negative covenants, including certain covenants which could restrict or prohibit indebtedness, liens, the payment of dividends and other restricted payments, capital expenditures and material dispositions and acquisitions of assets, as well as other customary covenants and default provisions. We were in compliance with the financial covenants under the 2021 Credit Facilities, the 2019 Mortgage Facility and the 2020 Line of Credit Facility as of September 30, 2021. Financial covenants include required specified ratios (as each is defined in the 2021 Credit Facilities and the 2019 Mortgage Facility) of: Covenant Minimum Consolidated Liquidity Ratio Minimum Consolidated Fixed Charge Coverage Ratio Maximum Consolidated Total Lease Adjusted Leverage Ratio Required ratio 1.05 1.20 5.75 September 30, 2021 actual 1.19 2.58 1.28 The 2021 Credit Facilities and the 2019 Mortgage Facility contain events of default, including cross defaults to other material indebtedness, change of control events and other events of default customary for syndicated commercial credit facilities. Upon the future occurrence of an event of default, we could be required to immediately repay all outstanding amounts under the 2021 Credit Facilities and the 2019 Mortgage Facility. After giving effect to the applicable restrictions on the payment of dividends under our debt agreements, as of September 30, 2021, we had approximately $368.2 million of net income and retained earnings free of such restrictions. We were in compliance with all restrictive covenants under our debt agreements as of September 30, 2021. In addition, many of our facility leases are governed by a guarantee agreement between the landlord and us that contains financial and operating covenants. The financial covenants under the guarantee agreement are identical to those under the 2021 Credit Facilities and the 2019 Mortgage Facility with the exception of one additional financial covenant related to the ratio of EBTDAR to Rent (as defined in the guarantee agreement) with a required ratio of no less than 1.50 to 1.00. As of September 30, 2021, the ratio was 10.75 to 1.00. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Recorded at Fair Value | Assets and liabilities recorded at fair value in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020 were as follows: Fair Value Based on Significant Other Observable Inputs (Level 2) September 30, 2021 December 31, 2020 (In thousands) Assets: Cash surrender value of life insurance policies (1) $ 38,805 $ 35,739 Total assets $ 38,805 $ 35,739 Liabilities: Deferred compensation plan (2) $ 24,068 $ 20,685 Total liabilities $ 24,068 $ 20,685 (1) Included in other assets in the accompanying unaudited condensed consolidated balance sheets. (2) Included in other long-term liabilities in the accompanying unaudited condensed consolidated balance sheets. |
Fair Value and Carrying Value of Significant Fixed Rate Long-Term Debt | As of September 30, 2021 and December 31, 2020, the fair value and carrying value of Sonic’s significant fixed rate long-term debt were as follows: September 30, 2021 December 31, 2020 Fair Value Carrying Value Fair Value Carrying Value (In thousands) 6.125% Notes (1) $ 260,625 $ 250,000 $ 263,438 $ 250,000 (1) As determined by market quotations from similar securities as of September 30, 2021 and December 31, 2020, respectively (Level 2). |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Other Comprehensive Income (Loss) | For further discussion of Sonic’s accumulated other comprehensive income (loss), see Note 13, “Accumulated Other Comprehensive Income (Loss),” to the consolidated financial statements in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2020. For further discussion of Sonic’s defined benefit pension plan, see Note 10, “Employee Benefit Plans,” to the consolidated financial statements in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2020. |
Leases, Codification Topic 842
Leases, Codification Topic 842 (Tables) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Lease, Cost [Abstract] | |||
Finance Lease, Principal Payments | $ 3,109 | $ 20,058 | |
Leases [Abstract] | |||
Finance Lease, Right-of-Use Asset, after Accumulated Amortization | 84,267 | $ 60,121 | |
Operating Lease, Liability, Current | 39,684 | 42,339 | |
Finance Lease, Liability, Current | 35,684 | 3,515 | |
Operating Lease, Liability, Noncurrent | 278,315 | 296,564 | |
Finance Lease, Liability, Noncurrent | $ 59,303 | $ 62,290 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Cumulative Effect of Adjustments for Adoption of ASC 606 (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenues: | |||||
Revenues | $ 3,072,812,000 | $ 2,548,545,000 | $ 9,211,856,000 | $ 6,968,487,000 | |
Cost of Sales: | |||||
Cost of Sales | (2,600,793,000) | (2,171,978,000) | (7,828,136,000) | (5,933,959,000) | |
Operating income (loss) | 125,407,000 | 96,433,000 | 378,684,000 | (71,898,000) | |
Assets: | |||||
Receivables, net | 278,008,000 | 278,008,000 | $ 371,666,000 | ||
Liabilities: | |||||
Other accrued liabilities | 295,282,000 | 295,282,000 | 279,477,000 | ||
Deferred income taxes | 0 | 0 | 345,000 | ||
Stockholders' Equity: | |||||
Retained Earnings (Accumulated Deficit) | 960,238,000 | 960,238,000 | 721,770,000 | ||
Parts, service and collision repair | |||||
Revenues: | |||||
Revenues | 355,227,000 | 320,929,000 | 1,036,736,000 | 914,667,000 | |
Cost of Sales: | |||||
Cost of Sales | (183,713,000) | (164,403,000) | (534,325,000) | (475,964,000) | |
Finance, insurance and other, net | |||||
Revenues: | |||||
Revenues | 164,084,000 | $ 126,784,000 | 486,000,000 | $ 352,848,000 | |
ASU 2014-09 | Finance, insurance and other, net | |||||
Assets: | |||||
Contract assets | $ 27,500,000 | $ 27,500,000 | $ 21,700,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Finance Lease, Right-of-Use Asset, after Accumulated Amortization | $ 84,267,000 | $ 60,121,000 |
Intangible assets | 77,500,000 | 64,300,000 |
Right-of-use asset | 313,425,000 | $ 330,322,000 |
Other Payments to Acquire Businesses | 964.9 | |
Pending acquisition [Domain] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other Payments to Acquire Businesses | 86.2 | |
Pending acquisition [Domain] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other Payments to Acquire Businesses | 67 | |
Pending acquisition [Domain] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other Payments to Acquire Businesses | 271.5 | |
Pending acquisition [Domain] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other Payments to Acquire Businesses | 576.1 | |
Pending acquisition [Domain] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other Payments to Acquire Businesses | $ 136.5 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Activity (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Finance Lease, Right-of-Use Asset, after Accumulated Amortization | $ 84,267 | $ 60,121 |
Operating Lease, Right-of-Use Asset | $ 313,425 | $ 330,322 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||||
Effective Income Tax Rate Reconciliation, Tax Settlement, State and Local, Amount | $ 400,000 | $ 100,000 | $ 500,000 | $ 200,000 | |
Discrete charge for non-deductible disposition | $ 100,000 | ||||
Percentage of dealership that is accounted for under the equity method | 50.00% | 50.00% | |||
Effective tax rate from continuing operations | 24.60% | 25.60% | 24.90% | 13.60% | |
Tax expense for uncertain tax positions | $ 1,400,000 | ||||
Discrete benefit related to vested or exercised stock compensation | $ 3,200,000 | 200,000 | |||
Discrete charge related to non-deductible asset impairment charge | $ 400,000 | ||||
Income benefit | (27,559,000) | $ (20,685,000) | (83,452,000) | 16,995,000 | |
Impairment charges | 0 | 26,000 | 0 | 268,859,000 | |
Goodwill, Impairment Loss | 268,000,000 | ||||
Income Tax Benefit Goodwill Impairment | 55,800,000 | ||||
Effective Income Tax Rate Reconciliation, Tax Settlement, State and Local, Amount | $ 400,000 | $ 100,000 | $ 500,000 | $ 200,000 | |
Dealership | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage of dealership that is accounted for under the equity method | 50.00% | 50.00% | |||
ASU 2014-09 | Finance, insurance and other, net | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Contract assets | $ 27,500,000 | $ 27,500,000 | $ 21,700,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Sep. 30, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Other Payments to Acquire Businesses | $ 964.9 |
Business Acquisitions and Dis_2
Business Acquisitions and Dispositions - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($)Businessretail_Units | Sep. 30, 2020USD ($)Business | |
Business Acquisition [Line Items] | |||
Number of franchises disposed | 1 | 1 | |
Net cash generated from disposition | $ 3,900,000 | ||
Proceeds from sales of dealerships | $ 3,872,000 | $ 8,806,000 | |
Mid-line import franchise | |||
Business Acquisition [Line Items] | |||
Net cash generated from disposition | $ 8,800,000 | ||
EchoPark Segment [Member] | |||
Business Combinations [Abstract] | |||
Number of acquired franchises | Business | 3 | ||
Business Acquisition [Line Items] | |||
Number of acquired franchises | Business | 3 | ||
Stand-alone pre-owned vehicle business | |||
Business Acquisition [Line Items] | |||
Business acquisition, consideration amount | $ 66,100,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 26,400,000 | $ 26,400,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,700,000 | 1,700,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 13,200,000 | $ 13,200,000 | |
Franchised [Member] | |||
Business Combinations [Abstract] | |||
Number of acquired franchises | Business | 2 | ||
Business Acquisition [Line Items] | |||
Number of acquired franchises | Business | 2 |
Business Acquisitions and Dis_3
Business Acquisitions and Dispositions - Revenues and Other Activities Associated with Disposed Dealerships Classified as Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Pre-tax income (loss) | $ (275) | $ (234) | $ 241 | $ (808) |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
New vehicles | $ 135,659 | $ 648,448 |
Used vehicles | 547,145 | 413,209 |
Service loaners | 105,404 | 128,531 |
Parts, accessories and other | 62,261 | 57,066 |
Net inventories | $ 850,469 | $ 1,247,254 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation | $ (737,250) | $ (673,082) |
Subtotal | 1,238,528 | 1,130,220 |
Less assets held for sale | (6,292) | (9,694) |
Property and equipment, net | 1,232,236 | 1,120,526 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 393,920 | 375,297 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,109,311 | 1,028,016 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 415,999 | 365,222 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 56,548 | 34,767 |
Property, Plant and Equipment, Net, Excluding Capital Leased Assets | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,975,778 | $ 1,803,302 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Capital expenditures | $ 60,000 | $ 30,300 | $ 165,100 | $ 92,000 |
Impairment charges | $ 0 | $ 26 | $ 0 | $ 268,859 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 237,575 | $ 237,575 | $ 213,977 | ||
Net of accumulated impairment losses | 1,100,000 | 1,100,000 | 1,100,000 | ||
Income Tax Benefit Goodwill Impairment | $ 55,800 | ||||
Goodwill - Franchise Segment | 158,100 | 158,100 | 147,300 | ||
Goodwill - Preowned Segment | 79,500 | 79,500 | 66,700 | ||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | 237,575 | 237,575 | 213,977 | ||
Impairment charges | 0 | $ 26 | 0 | $ 268,859 | |
Goodwill [Line Items] | |||||
Goodwill - Preowned Segment | 79,500 | 79,500 | 66,700 | ||
Net of accumulated impairment losses | 1,100,000 | 1,100,000 | 1,100,000 | ||
Franchise assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Franchise assets | $ 77,500 | $ 77,500 | $ 64,300 |
Long-Term Debt - Long-Term Debt
Long-Term Debt - Long-Term Debt (Details) - USD ($) $ in Thousands | Oct. 13, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Mar. 10, 2017 |
Debt Instrument [Line Items] | ||||
Subtotal | $ 701,453 | $ 727,930 | ||
Debt issuance costs | (10,296) | (7,863) | ||
Total debt | 691,157 | 720,067 | ||
Less current maturities | (53,383) | (68,244) | ||
Long-term debt | 637,774 | 651,823 | ||
Mortgage notes | ||||
Debt Instrument [Line Items] | ||||
Mortgage notes to finance companies - fixed rate, bearing interest from 3.51% to 7.03% | 217,504 | 212,135 | ||
Mortgage notes to finance companies - variable rate, bearing interest at 1.50 to 2.90 percentage points above one-month or three-month LIBOR | 141,225 | 164,889 | ||
Subtotal | $ 358,700 | |||
Mortgage notes | Minimum | ||||
Debt Instrument [Line Items] | ||||
Mortgage notes to finance companies-fixed rate, percentage | 3.51% | |||
Mortgage notes to finance companies-variable rate, percentage | 1.50% | |||
Mortgage notes | Maximum | ||||
Debt Instrument [Line Items] | ||||
Mortgage notes to finance companies-fixed rate, percentage | 7.03% | |||
Mortgage notes to finance companies-variable rate, percentage | 2.90% | |||
TwoThousandSixteenRevolvingCreditFacilityMember | ||||
Debt Instrument [Line Items] | ||||
2016 Revolving Credit Facility | $ 0 | $ 0 | ||
Interest rate | 2.50% | 2.25% | ||
5.0% Senior Subordinate Notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.00% | |||
6.125% Senior Subordinate Notes due 2027 | ||||
Debt Instrument [Line Items] | ||||
Senior Subordinated Notes | $ 250,000 | $ 250,000 | ||
Total debt | $ 250,000 | 250,000 | ||
Stated interest rate | 6.125% | 6.125% | 6.125% | |
2019 Mortgage Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior Subordinated Notes | $ 92,724 | $ 100,906 |
Long-Term Debt - Debt Redemptio
Long-Term Debt - Debt Redemption (Details) | 9 Months Ended |
Sep. 30, 2021 | |
6.125% Notes | Period One | |
Debt Instrument, Redemption [Line Items] | |
Redemption percentage of principal amount | 26320000000.00% |
Long-Term Debt - 2016 Credit Fa
Long-Term Debt - 2016 Credit Facilities (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
TwoThousandSixteenRevolvingCreditFacilityMember | ||
Line of Credit Facility [Line Items] | ||
2016 Revolving Credit Facility | $ 0 | $ 0 |
Revolving Credit Facility | Two Thousand Twenty Vehicle Floor Plan Facility | ||
Line of Credit Facility [Line Items] | ||
Current borrowing capacity | 2,600,000,000 | |
Maximum borrowing capacity | $ 2,850,000,000 | |
Maximum aggregate commitments allocated to commitments under the 2016 Used Vehicle Floor Plan Facility | 40.00% | |
Revolving Credit Facility | TwoThousandTwentyRevolvingCreditFacility | ||
Line of Credit Facility [Line Items] | ||
Current borrowing capacity | $ 350,000,000 | |
Maximum borrowing capacity | 400,000,000 | |
Borrowing base | 236,300,000 | |
2016 Revolving Credit Facility | 0 | |
Letters of credit outstanding amount | 12,300,000 | |
Borrowing availability amount | $ 224,000,000 | |
Maximum dividend (usd per share) | $ 0.12 |
Long-Term Debt - Notes Narrativ
Long-Term Debt - Notes Narrative (Details) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2021 | Oct. 15, 2021 | Oct. 13, 2021 | Dec. 31, 2020 | Mar. 10, 2017 | |
Debt Instrument [Line Items] | |||||
Principal amount | $ 1.15 | ||||
Debt outstanding | $ 701,453,000 | $ 727,930,000 | |||
Maximum Borrowing 2019 Mortgage Facility | $ 112,200,000 | ||||
Mortgage notes | |||||
Debt Instrument [Line Items] | |||||
Debt weighted average interest rate on note | 3.47% | ||||
Debt outstanding | $ 358,700,000 | ||||
5.0% Notes | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 5.00% | ||||
6.125% Notes | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 6.125% | 6.125% | 6.125% | ||
Principal amount | $ 250,000,000 | $ 250,000,000 | |||
6.125% Notes | Period One | |||||
Debt Instrument [Line Items] | |||||
Redemption percentage of principal amount | 26320000000.00% | ||||
Gain (Loss) on Extinguishment of Debt | $ 13,200,000 | ||||
2019 Mortgage Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 19,500,000 | ||||
Percent of Collateralized Real Estate | 75.00% | ||||
Minimum | 2019 Mortgage Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||
Debt Instrument, Basis Spread LIBOR | 1.50% | ||||
Maximum | 2019 Mortgage Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
Debt Instrument, Basis Spread LIBOR | 2.75% |
Long-Term Debt - Covenants (Det
Long-Term Debt - Covenants (Details) $ in Millions | Sep. 30, 2021USD ($) |
Line of Credit Facility [Line Items] | |
Minimum Consolidated Liquidity Ratio | 119.00% |
Minimum Consolidated Fixed Charge Coverage Ratio | 258.00% |
Maximum Consolidated Total Lease Adjusted Leverage Ratio | 128.00% |
2016 Credit Facilities | |
Line of Credit Facility [Line Items] | |
Net income and retained earnings free of restrictions | $ 368.2 |
Minimum EBTDAR to rent ratio | 1075.00% |
Required ratio | |
Line of Credit Facility [Line Items] | |
Minimum Consolidated Liquidity Ratio | 105.00% |
Minimum Consolidated Fixed Charge Coverage Ratio | 120.00% |
Maximum Consolidated Total Lease Adjusted Leverage Ratio | 575.00% |
Required ratio | 2016 Credit Facilities | |
Line of Credit Facility [Line Items] | |
Minimum EBTDAR to rent ratio | 150.00% |
Long-Term Debt (Details)
Long-Term Debt (Details) - TwoThousandTwentyRevolvingCreditFacility - Revolving Credit Facility | Sep. 30, 2021USD ($) |
Line of Credit Facility [Line Items] | |
2016 Revolving Credit Facility | $ 0 |
Borrowing availability amount | $ 224,000,000 |
Per Share Data and Stockholde_2
Per Share Data and Stockholders' Equity - Dilutive Effect on Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Weighted Average Shares | ||||
Weighted average common shares outstanding | 41,561 | 42,510 | 41,561 | 42,687 |
Diluted earnings (loss) (shares) | 43,285 | 44,577 | 43,416 | 42,687 |
From Continuing Operations | ||||
Earnings (loss) | $ 84,691 | $ 59,988 | $ 252,371 | $ (108,147) |
Basic earnings (loss) per share (usd per share) | $ 2.04 | $ 1.41 | $ 6.07 | $ (2.53) |
From Discontinued Operations | ||||
Earnings (loss) | $ (206) | $ (170) | $ 181 | $ (577) |
Basic earnings (loss) per share (usd per share) | $ (0.01) | $ 0 | $ 0.01 | $ (0.02) |
Net Income (Loss) | ||||
Earnings (loss) | $ 84,485 | $ 59,818 | $ 252,552 | $ (108,724) |
Basic earnings (loss) per share (usd per share) | $ 2.03 | $ 1.41 | $ 6.08 | $ (2.55) |
Effect of dilutive securities: | ||||
Earnings (loss) per share from continuing operations (usd per share) | 1.96 | 1.35 | 5.81 | (2.53) |
Earnings (loss) per share from discontinued operations (usd per share) | (0.01) | (0.01) | 0.01 | (0.02) |
Earnings (loss) per common share (usd per share) | $ 1.95 | $ 1.34 | $ 5.82 | $ (2.55) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Other Commitments [Line Items] | ||
Maximum exposure associated with general indemnifications | $ 4 | $ 25 |
General indemnifications minimum expiration period | 1 year | |
General indemnifications maximum expiration period | 3 years | |
Percentage of dealership that is accounted for under the equity method | 50.00% | |
Contingent liability reserve balance after reduction | $ 4.3 | $ 4.3 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Recorded at Fair Value (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Tangible Asset Impairment Charges | $ 0 | |
Fair Value Based on Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash surrender value of life insurance policies | 38,805 | $ 35,739 |
Total assets | 38,805 | 35,739 |
Liabilities: | ||
Deferred compensation plan | 24,068 | 20,685 |
Total liabilities | $ 24,068 | 20,685 |
Fair Value Based on Significant Other Observable Inputs (Level 2) | Other accrued liabilities | ||
Liabilities: | ||
Cash flow swaps and interest rate caps designated as hedges | 0 | |
Fair Value Based on Significant Other Observable Inputs (Level 2) | Other long-term liabilities | ||
Liabilities: | ||
Cash flow swaps and interest rate caps designated as hedges | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value and Carrying Value of Significant Fixed Rate Long-Term Debt (Details) - USD ($) $ in Thousands | Oct. 13, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Mar. 10, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Carrying Value | $ 691,157 | $ 720,067 | ||
5.0% Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Stated interest rate | 5.00% | |||
6.125% Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair Value | $ 260,625 | 263,438 | ||
Carrying Value | $ 250,000 | $ 250,000 | ||
Stated interest rate | 6.125% | 6.125% | 6.125% | |
4.625 % Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Stated interest rate | 462.50% | |||
4.875% Notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Stated interest rate | 487.50% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Summary of Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 946,354 | $ 744,702 | $ 814,805 | $ 944,764 |
Other comprehensive income (loss) | 219 | 25 | 809 | (502) |
Ending balance | 1,005,749 | 774,102 | 1,005,749 | 774,102 |
Total Accumulated Other Comprehensive Income (Loss) | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (3,026) | (2,589) | (3,616) | (2,062) |
Other comprehensive income (loss) | 219 | 25 | 809 | (502) |
Ending balance | $ (2,807) | $ (2,564) | $ (2,807) | $ (2,564) |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Segment | Sep. 30, 2020USD ($) | |
Segment Reporting [Abstract] | ||||
Number of operating segments | Segment | 2 | |||
Impairment charges | $ 0 | $ 26,000 | $ 0 | $ 268,859,000 |
Goodwill, Impairment Loss | $ 268,000,000 |
Segment Information - Summary o
Segment Information - Summary of Reportable Operating Segment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | ||||||
Total consolidated revenues | $ 3,072,812,000 | $ 2,548,545,000 | $ 9,211,856,000 | $ 6,968,487,000 | ||
Segment income (loss): | ||||||
Segment income (loss) | 125,407,000 | 96,433,000 | 378,684,000 | (71,898,000) | ||
Interest expense, other, net | (9,817,000) | (10,762,000) | (30,180,000) | (31,523,000) | ||
Other income (expense), net | 0 | 1,000 | 100,000 | 100,000 | ||
Income (loss) from continuing operations before taxes | 112,250,000 | 80,673,000 | 335,823,000 | (125,142,000) | ||
Impairment charges | 0 | (26,000) | 0 | (268,859,000) | ||
Depreciation, Depletion and Amortization | 25,239,000 | 22,934,000 | 73,687,000 | 67,879,000 | ||
FloorPlanInterestExpense | 3,340,000 | 4,999,000 | 12,781,000 | 21,821,000 | ||
Interest Expense, Other | 9,817,000 | 10,762,000 | 30,180,000 | 31,523,000 | ||
Payments to Acquire Property, Plant, and Equipment | 76,467,000 | 30,322,000 | 181,516,000 | 92,056,000 | ||
Cash and cash equivalents | 220,082,000 | 125,739,000 | 220,082,000 | 125,739,000 | $ 170,313,000 | $ 29,103,000 |
Other Assets | 3,000 | 0 | 3,000 | 0 | ||
Assets | 3,505,963,000 | 3,505,963,000 | 3,745,993,000 | |||
Gain on Franchise Disposal | 3,200,000 | |||||
Franchised Dealerships Segment | ||||||
Revenues: | ||||||
Total consolidated revenues | 2,409,469,000 | 2,163,463,000 | 7,445,771,000 | 5,936,418,000 | ||
Segment income (loss): | ||||||
Interest expense, other, net | (9,477,000) | (10,615,000) | (29,158,000) | (30,771,000) | ||
Impairment charges | (26,000) | (268,000,000) | ||||
Depreciation, Depletion and Amortization | 21,266,000 | 20,170,000 | 62,258,000 | 59,654,000 | ||
FloorPlanInterestExpense | 1,973,000 | 4,234,000 | 9,243,000 | 19,517,000 | ||
Interest Expense, Other | 9,477,000 | 10,615,000 | 29,158,000 | 30,771,000 | ||
Payments to Acquire Property, Plant, and Equipment | 53,774,000 | 18,237,000 | 122,022,000 | 70,875,000 | ||
Assets | 2,638,803,000 | 2,638,803,000 | 3,096,811,000 | |||
EchoPark Segment | ||||||
Revenues: | ||||||
Total consolidated revenues | 663,343,000 | 385,082,000 | 1,766,085,000 | 1,032,069,000 | ||
Segment income (loss): | ||||||
Interest expense, other, net | (340,000) | (147,000) | (1,022,000) | (752,000) | ||
Impairment charges | 0 | 0 | 0 | 0 | ||
Depreciation, Depletion and Amortization | 3,973,000 | 2,764,000 | 11,429,000 | 8,225,000 | ||
FloorPlanInterestExpense | 1,367,000 | 765,000 | 3,538,000 | 2,304,000 | ||
Interest Expense, Other | 340,000 | 147,000 | 1,022,000 | 752,000 | ||
Payments to Acquire Property, Plant, and Equipment | 22,693,000 | 12,085,000 | 59,494,000 | 21,181,000 | ||
Assets | 647,075,000 | 647,075,000 | $ 478,869,000 | |||
FranchisedDealershipsMember | ||||||
Segment income (loss): | ||||||
Impairment charges | (900,000) | |||||
Operating segments | ||||||
Segment income (loss): | ||||||
Segment income (loss) | 112,250,000 | 80,699,000 | 335,823,000 | 143,717,000 | ||
Operating segments | Franchised Dealerships Segment | ||||||
Segment income (loss): | ||||||
Segment income (loss) | 145,137,000 | 80,460,000 | 381,094,000 | 138,805,000 | ||
Operating segments | EchoPark Segment | ||||||
Segment income (loss): | ||||||
Segment income (loss) | (32,887,000) | 239,000 | (45,271,000) | 4,912,000 | ||
Reconciling items | ||||||
Segment income (loss): | ||||||
Interest expense, other, net | 0 | (268,859,000) | ||||
Other income (expense), net | 112,250,000 | 80,673,000 | 335,823,000 | (125,142,000) | ||
Impairment charges | 0 | 26,000 | ||||
Interest Expense, Other | 0 | 268,859,000 | ||||
New vehicles | ||||||
Revenues: | ||||||
Total consolidated revenues | 1,146,922,000 | 1,098,302,000 | 3,766,133,000 | 2,957,794,000 | ||
New vehicles | Franchised Dealerships Segment | ||||||
Revenues: | ||||||
Total consolidated revenues | 1,143,416,000 | 1,098,302,000 | 3,761,718,000 | 2,957,794,000 | ||
Used vehicles | ||||||
Revenues: | ||||||
Total consolidated revenues | 1,309,492,000 | 946,028,000 | 3,666,286,000 | 2,604,957,000 | ||
Used vehicles | Franchised Dealerships Segment | ||||||
Revenues: | ||||||
Total consolidated revenues | 750,263,000 | 615,565,000 | 2,173,322,000 | 1,718,151,000 | ||
Used vehicles | EchoPark Segment | ||||||
Revenues: | ||||||
Total consolidated revenues | 559,229,000 | 330,463,000 | 1,492,964,000 | 886,806,000 | ||
Wholesale vehicles | ||||||
Revenues: | ||||||
Total consolidated revenues | 97,087,000 | 56,502,000 | 256,701,000 | 138,221,000 | ||
Wholesale vehicles | Franchised Dealerships Segment | ||||||
Revenues: | ||||||
Total consolidated revenues | 64,052,000 | 48,526,000 | 183,212,000 | 119,474,000 | ||
Wholesale vehicles | EchoPark Segment | ||||||
Revenues: | ||||||
Total consolidated revenues | 33,035,000 | 7,976,000 | 73,489,000 | 18,747,000 | ||
Parts, service and collision repair | ||||||
Revenues: | ||||||
Total consolidated revenues | 355,227,000 | 320,929,000 | 1,036,736,000 | 914,667,000 | ||
Parts, service and collision repair | Franchised Dealerships Segment | ||||||
Revenues: | ||||||
Total consolidated revenues | 339,930,000 | 310,035,000 | 994,125,000 | 886,534,000 | ||
Parts, service and collision repair | EchoPark Segment | ||||||
Revenues: | ||||||
Total consolidated revenues | 15,297,000 | 10,894,000 | 42,611,000 | 28,133,000 | ||
Finance, insurance and other, net | ||||||
Revenues: | ||||||
Total consolidated revenues | 164,084,000 | 126,784,000 | 486,000,000 | 352,848,000 | ||
Finance, insurance and other, net | Franchised Dealerships Segment | ||||||
Revenues: | ||||||
Total consolidated revenues | 111,808,000 | 91,035,000 | 333,394,000 | 254,465,000 | ||
Finance, insurance and other, net | EchoPark Segment | ||||||
Revenues: | ||||||
Total consolidated revenues | 52,276,000 | 35,749,000 | 152,606,000 | 98,383,000 | ||
NewVehiclesMember | EchoPark Segment | ||||||
Revenues: | ||||||
Total consolidated revenues | $ 3,506,000 | $ 0 | $ 4,415,000 | $ 0 |
Leases, Codification Topic 84_2
Leases, Codification Topic 842 (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Finance Lease, Right-of-Use Asset, after Accumulated Amortization | $ 84,267 | $ 60,121 |
Right-of-use asset | $ 313,425 | $ 330,322 |
Business Combinations (Details)
Business Combinations (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021USD ($)Businessretail_Units | Sep. 30, 2020USD ($)Business | |
Business Combinations [Abstract] | ||
Number of franchises disposed | 1 | 1 |
Proceeds from sales of dealerships | $ 3,872 | $ 8,806 |
EchoPark Segment [Member] | ||
Asset Acquisition [Line Items] | ||
Number of acquired franchises | Business | 3 | |
Stand-alone pre-owned vehicle business | ||
Asset Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | $ 26,400 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 13,200 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,700 | |
Goodwill, Acquired During Period | $ 24,800 | |
Franchised [Member] | ||
Asset Acquisition [Line Items] | ||
Number of acquired franchises | Business | 2 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2021 | Oct. 15, 2021 | Oct. 13, 2021 | Mar. 10, 2017 | |
Subsequent Events [Abstract] | ||||
Principal amount | $ 1.15 | |||
Subsequent Event [Line Items] | ||||
Principal amount | 1.15 | |||
6.125% Notes | ||||
Subsequent Events [Abstract] | ||||
Principal amount | $ 250,000,000 | $ 250,000,000 | ||
Stated interest rate | 6.125% | 6.125% | 6.125% | |
Subsequent Event [Line Items] | ||||
Principal amount | $ 250,000,000 | $ 250,000,000 | ||
Stated interest rate | 6.125% | 6.125% | 6.125% | |
6.125% Notes | Period One | ||||
Subsequent Events [Abstract] | ||||
Redemption percentage of principal amount | 26320000000.00% | |||
Gain (Loss) on Extinguishment of Debt | $ 13,200,000 | |||
Subsequent Event [Line Items] | ||||
Gain (Loss) on Extinguishment of Debt | $ 13,200,000 | |||
4.625 % Notes | ||||
Subsequent Events [Abstract] | ||||
Principal amount | 650 | |||
Stated interest rate | 462.50% | |||
Subsequent Event [Line Items] | ||||
Principal amount | 650 | |||
Stated interest rate | 462.50% | |||
4.875% Notes | ||||
Subsequent Events [Abstract] | ||||
Principal amount | 500 | |||
Stated interest rate | 487.50% | |||
Subsequent Event [Line Items] | ||||
Principal amount | $ 500 | |||
Stated interest rate | 487.50% |