Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Jun. 30, 2023 | Feb. 23, 2022 | |
Document and Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 1-13395 | ||
Entity Registrant Name | SONIC AUTOMOTIVE, INC. | ||
Entity Central Index Key | 0001043509 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 56-2010790 | ||
Entity Address, Address Line One | 4401 Colwick Road | ||
Entity Address, City or Town | Charlotte | ||
Entity Address, State or Province | NC | ||
Entity Address, Postal Zip Code | 28211 | ||
City Area Code | 704 | ||
Local Phone Number | 566-2400 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share | ||
Trading Symbol | SAH | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,000 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement to be filed with the U.S. Securities and Exchange Commission in connection with the registrant’s 2024 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent described herein. | ||
ICFR Auditor Attestation Flag | true | ||
Class A Common stock | |||
Document and Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 21,953,134 | ||
Class B Common stock | |||
Document and Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 12,029,375 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Line Items] | |
Auditor Location | Charlotte, North Carolina |
Auditor Name | Grant Thornton LLP |
Auditor Firm ID | 248 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current Assets: | |||
Cash and cash equivalents | $ 28,900 | $ 229,200 | $ 299,400 |
Receivables, net | 528,100 | 462,400 | |
Inventories | 1,578,300 | 1,216,800 | |
Other current assets | 385,100 | 297,900 | |
Total current assets | 2,520,400 | 2,206,300 | |
Property, Plant and Equipment, Net | 1,601,000 | 1,561,700 | |
Goodwill | 253,800 | 231,000 | 416,400 |
Intangible Assets, Net (Excluding Goodwill) | 417,400 | 396,700 | |
ROU assets | 222,600 | 260,700 | |
Finance Lease, Right-of-Use Asset | 236,600 | 224,100 | |
Other Assets | 112,800 | 97,800 | |
Total Assets | 5,364,600 | 4,978,300 | |
Current Liabilities: | |||
Notes payable - floor plan - trade | 152,100 | 114,900 | |
Notes payable - floor plan - non-trade | 1,520,600 | 1,112,700 | |
Trade accounts payable | 149,800 | 138,400 | |
Operating Lease, Liability, Current | 29,900 | 36,400 | |
Finance Lease, Liability, Current | 10,200 | 11,100 | |
Other accrued liabilities | 370,200 | 352,400 | |
Current maturities of long-term debt | 60,100 | 79,500 | |
Total current liabilities | 2,292,900 | 1,845,400 | |
Long-Term Debt | 1,616,500 | 1,672,200 | |
Other Long-Term Liabilities | 89,600 | 105,500 | |
Operating Lease, Liability, Noncurrent | 219,200 | 231,400 | |
Finance Lease, Liability, Noncurrent | 254,500 | 228,600 | |
Commitments and Contingencies | |||
Stockholders’ Equity: | |||
Class A Convertible Preferred Stock, none issued | 0 | 0 | |
Paid-in capital | 855,400 | 819,400 | |
Retained Earnings (Accumulated Deficit) | 1,238,600 | 1,100,300 | |
Accumulated other comprehensive income (loss) | 1,600 | 1,600 | |
Treasury stock, at cost; 33,476,159 Class A common stock shares held at December 31, 2018 and 32,290,493 Class A common stock shares held at December 31, 2017 | (1,204,500) | (1,026,900) | |
Total Stockholders’ Equity | 891,900 | 895,200 | 1,076,400 |
Total Liabilities and Stockholders’ Equity | 5,364,600 | 4,978,300 | |
Dividends, Common Stock | 26,000 | 14,200 | |
Contracts in transit included in receivables, net | 275,600 | 216,800 | |
Manufacturer Receivables included in receivables, net | 105,300 | 68,100 | |
Other Receivables included in receivables, net | 147,200 | 177,500 | |
Retained Earnings | |||
Stockholders’ Equity: | |||
Total Stockholders’ Equity | 1,238,600 | 1,100,300 | $ 1,051,700 |
Class A common stock | |||
Stockholders’ Equity: | |||
Common stock, value | $ 700 | 700 | |
Dividends, Common Stock | $ 27,500 | ||
Dividends declared per common share | $ 1.16 | $ 1.03 | $ 0.46 |
Class A common stock | Retained Earnings | |||
Stockholders’ Equity: | |||
Dividends, Common Stock | $ 26,000 | $ 27,500 | $ 14,200 |
Class A common stock | Treasury Stock, Common | |||
Stockholders’ Equity: | |||
Total Stockholders’ Equity | (1,204,500) | (1,026,900) | (765,000) |
Class B common stock | |||
Stockholders’ Equity: | |||
Common stock, value | 100 | 100 | |
Dividends, Common Stock | $ 13,900 | $ 12,400 | $ 4,800 |
Dividends declared per common share | $ 1.16 | $ 1.03 | $ 0.46 |
Class B common stock | Retained Earnings | |||
Stockholders’ Equity: | |||
Dividends, Common Stock | $ 13,900 | $ 12,400 | $ 4,800 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Convertible preferred stock issued | 0 | |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, shares authorized | 100,000,000 | |
Common stock, shares issued | 68,618,393 | 67,574,922 |
Common stock, shares outstanding | 21,931,785 | 24,204,324 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, shares authorized | 30,000,000 | |
Common stock, shares issued | 12,029,375 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | |||
Total revenues | $ 14,372,400,000 | $ 14,001,100,000 | $ 12,396,400,000 |
Cost of Sales: | |||
Total cost of sales | (12,126,700,000) | (11,684,100,000) | (10,482,100,000) |
Cost of Sales | 12,126,700,000 | 11,684,100,000 | 10,482,100,000 |
Gross profit | 2,245,700,000 | 2,317,000,000 | 1,914,300,000 |
Selling, general and administrative expenses | (1,600,500,000) | (1,555,100,000) | (1,274,700,000) |
Impairment charges | 79,300,000 | 320,400,000 | 100,000 |
Depreciation and amortization | (142,300,000) | (127,500,000) | (101,100,000) |
Operating income | 423,600,000 | 314,000,000 | 538,400,000 |
Other income (expense): | |||
Interest expense, floor plan | (67,200,000) | (34,300,000) | (16,700,000) |
Interest expense, other, net | (114,600,000) | (89,900,000) | (48,000,000) |
Other income (expense), net | 100,000 | 200,000 | (15,500,000) |
Total other income (expense) | (181,700,000) | (124,000,000) | (80,200,000) |
Income (loss) before taxes | 241,900,000 | 190,000,000 | 458,200,000 |
Provision for income taxes - benefit (expense) | (63,700,000) | (101,500,000) | (109,300,000) |
Discontinued operations: | |||
Net income (loss) | $ 178,200,000 | $ 88,500,000 | $ 348,900,000 |
Basic earnings (loss) per common share: | |||
Earnings (loss) per common share (usd per share) | $ 5.09 | $ 2.29 | $ 8.43 |
Weighted average common shares outstanding (in shares) | 35,000 | 38,700 | 41,400 |
Diluted earnings (loss) per common share: | |||
Earnings (loss) per common share (usd per share) | $ 4.97 | $ 2.23 | $ 8.06 |
Weighted average common shares outstanding (in shares) | 35,900 | 39,700 | 43,300 |
EchoPark Total Impairment [Member] | |||
Cost of Sales: | |||
Impairment charges | $ 78,300,000 | $ 204,900,000 | |
Franchised Dealership Impairment [Member] | |||
Cost of Sales: | |||
Impairment charges | 1,000,000 | $ 0 | |
Powersport Total Impairment | |||
Cost of Sales: | |||
Impairment charges | 0 | 0 | 0 |
Total vehicles | |||
Revenues: | |||
Total revenues | 11,722,300,000 | 10,418,800,000 | |
Cost of Sales: | |||
Total cost of sales | (11,241,200,000) | (10,876,900,000) | (9,814,600,000) |
Cost of Sales | 11,241,200,000 | 10,876,900,000 | 9,814,600,000 |
Used vehicles | |||
Revenues: | |||
Total revenues | 5,213,600,000 | 5,515,400,000 | 4,933,600,000 |
Cost of Sales: | |||
Total cost of sales | (5,062,400,000) | (5,334,600,000) | (4,800,600,000) |
Cost of Sales | 5,062,400,000 | 5,334,600,000 | 4,800,600,000 |
Wholesale vehicles | |||
Revenues: | |||
Total revenues | 318,800,000 | 484,900,000 | 367,200,000 |
Cost of Sales: | |||
Total cost of sales | (321,400,000) | (488,000,000) | (357,300,000) |
Cost of Sales | 321,400,000 | 488,000,000 | 357,300,000 |
Total new vehicles | |||
Revenues: | |||
Total revenues | 6,396,800,000 | 5,722,000,000 | 5,118,000,000 |
Cost of Sales: | |||
Total cost of sales | (5,857,400,000) | (5,054,300,000) | (4,656,700,000) |
Cost of Sales | 5,857,400,000 | 5,054,300,000 | 4,656,700,000 |
Fleet new vehicles | |||
Revenues: | |||
Total revenues | 92,200,000 | 99,400,000 | 124,600,000 |
Cost of Sales: | |||
Total cost of sales | (88,200,000) | (94,500,000) | (123,000,000) |
Cost of Sales | 88,200,000 | 94,500,000 | 123,000,000 |
Retail new vehicles | |||
Revenues: | |||
Total revenues | 6,304,600,000 | 5,622,600,000 | 4,993,400,000 |
Cost of Sales: | |||
Total cost of sales | (5,769,200,000) | (4,959,800,000) | (4,533,700,000) |
Cost of Sales | 5,769,200,000 | 4,959,800,000 | 4,533,700,000 |
Parts, service and collision repair | |||
Revenues: | |||
Total revenues | 1,759,500,000 | 1,599,700,000 | 1,340,400,000 |
Cost of Sales: | |||
Total cost of sales | (885,500,000) | (807,200,000) | (667,500,000) |
Cost of Sales | 885,500,000 | 807,200,000 | 667,500,000 |
Finance, insurance and other, net | |||
Revenues: | |||
Total revenues | 683,700,000 | $ 679,100,000 | $ 637,200,000 |
Total_Vehicles [Member] | |||
Revenues: | |||
Total revenues | $ 11,929,200,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 178,200 | $ 88,500 | $ 348,900 |
Other comprehensive income (loss) before taxes: | |||
Change in fair value and amortization of interest rate cap agreements | 100 | (500) | 1,500 |
Pension actuarial income (loss) | (100) | 4,600 | 1,800 |
Total other comprehensive income (loss) before taxes | 0 | 4,100 | 3,300 |
Provision for income tax benefit (expense) related to components of other comprehensive income (loss) | 0 | (1,200) | (1,000) |
Other comprehensive income (loss) | 0 | 2,900 | 2,300 |
Comprehensive income (loss) | $ 178,200 | $ 91,400 | $ 351,200 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Class A common stock | Class A common stock Common stock | Class A common stock Retained Earnings | Class A common stock Treasury Stock, Common | Class B common stock | Class B common stock Common stock | Class B common stock Retained Earnings |
Beginning Balance at Dec. 31, 2020 | $ 814,800 | $ 767,500 | $ 721,800 | $ (3,600) | $ 700 | $ (671,700) | $ 100 | ||||
Beginning Balance, Shares at Dec. 31, 2020 | 65,600 | 35,800 | 12,000 | ||||||||
Shares awarded under stock compensation plans | 7,700 | 7,700 | $ 0 | ||||||||
Shares awarded under stock compensation plans, shares | 900 | ||||||||||
Purchases of treasury stock | (93,300) | $ (93,300) | |||||||||
Purchases of treasury stock, shares | (2,000) | ||||||||||
Change in fair value of interest rate swap and rate cap agreements net of tax expense | 1,000 | 1,000 | |||||||||
Pension accrual income, net of tax | 1,300 | 1,300 | |||||||||
Restricted stock amortization | 15,000 | 15,000 | |||||||||
Net income (loss) | 348,900 | 348,900 | |||||||||
Dividends declared | (14,200) | $ (14,200) | $ (4,800) | $ (4,800) | |||||||
Ending Balance at Dec. 31, 2021 | 1,076,400 | 790,200 | 1,051,700 | (1,300) | $ 700 | $ (765,000) | $ 100 | ||||
Ending Balance, Shares at Dec. 31, 2021 | 66,500 | 37,800 | 12,000 | ||||||||
Shares awarded under stock compensation plans | 8,700 | 8,700 | $ 0 | ||||||||
Shares awarded under stock compensation plans, shares | 1,100 | ||||||||||
Purchases of treasury stock | (261,900) | $ (261,900) | |||||||||
Purchases of treasury stock, shares | (5,600) | ||||||||||
Change in fair value of interest rate swap and rate cap agreements net of tax expense | (400) | (400) | |||||||||
Pension accrual income, net of tax | 3,300 | 3,300 | |||||||||
Restricted stock amortization | 20,500 | 20,500 | |||||||||
Net income (loss) | 88,500 | 88,500 | |||||||||
Dividends declared | $ (27,500) | (27,500) | (12,400) | (12,400) | |||||||
Ending Balance at Dec. 31, 2022 | 895,200 | 819,400 | 1,100,300 | 1,600 | $ 700 | $ (1,026,900) | $ 100 | ||||
Ending Balance, Shares at Dec. 31, 2022 | 67,600 | 43,400 | 12,000 | ||||||||
Shares awarded under stock compensation plans | 12,700 | 12,700 | $ 0 | ||||||||
Shares awarded under stock compensation plans, shares | 1,000 | ||||||||||
Purchases of treasury stock | (177,600) | $ (177,600) | |||||||||
Purchases of treasury stock, shares | (3,300) | ||||||||||
Change in fair value of interest rate swap and rate cap agreements net of tax expense | 100 | 100 | |||||||||
Pension accrual income, net of tax | (100) | (100) | |||||||||
Restricted stock amortization | 23,300 | 23,300 | |||||||||
Net income (loss) | 178,200 | ||||||||||
Dividends declared | (26,000) | $ (26,000) | $ (13,900) | $ (13,900) | |||||||
Ending Balance at Dec. 31, 2023 | $ 891,900 | $ 855,400 | $ 1,238,600 | $ 1,600 | $ 700 | $ (1,204,500) | $ 100 | ||||
Ending Balance, Shares at Dec. 31, 2023 | 68,600 | 46,700 | 12,000 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Tax expense (benefit) associated with change in pension actuarial (income) loss | $ (1,300) | $ (500) |
Accumulated Other Comprehensive Income (Loss) | ||
Tax effect on fair value of interest rate swap and rate cap agreements | 100 | (500) |
Tax expense (benefit) associated with change in pension actuarial (income) loss | $ (1,300) | $ (500) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ 178,200,000 | $ 88,500,000 | $ 348,900,000 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization of property and equipment | 124,200,000 | 113,900,000 | 93,800,000 |
Debt issuance cost amortization | 6,500,000 | 5,200,000 | 3,300,000 |
Stock-based compensation expense | 23,300,000 | 20,500,000 | 15,000,000 |
Deferred income taxes | (18,600,000) | (12,700,000) | 12,300,000 |
Asset impairment charges | 79,300,000 | 320,400,000 | 100,000 |
Increase (Decrease) in Other Current Assets | 600,000 | 1,500,000 | 15,700,000 |
LossGainOnDisposalOfFranchisesAndPropertyAndEquipment | (18,400,000) | (10,800,000) | (3,300,000) |
Changes in assets and liabilities that relate to operations: | |||
Receivables | (57,000,000) | (50,400,000) | 500,000 |
Inventories | (375,200,000) | 81,400,000 | 252,400,000 |
Other assets | 4,000,000 | (140,700,000) | 55,700,000 |
Notes payable - floor plan - trade | 37,200,000 | 25,100,000 | (495,400,000) |
Trade accounts payable and other liabilities | 200,000 | (35,800,000) | 7,300,000 |
Total adjustments | (193,900,000) | 317,600,000 | (42,600,000) |
Net cash provided by (used in) operating activities | (15,700,000) | 406,100,000 | 306,300,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of businesses, net of cash acquired | (75,100,000) | (102,300,000) | (1,018,900,000) |
Total capital expenditures | (203,600,000) | (227,100,000) | (298,200,000) |
Proceeds from sales of property and equipment | 7,800,000 | 29,700,000 | 13,100,000 |
Proceeds from sales of dealerships | 52,200,000 | 0 | 6,600,000 |
Net cash used in investing activities | (218,700,000) | (299,700,000) | (1,297,400,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net (repayments) borrowings on notes payable - floor plan - non-trade | 334,900,000 | (65,900,000) | 439,600,000 |
Borrowings on revolving credit facilities | 61,400,000 | 0 | 4,900,000 |
Repayments on revolving credit facilities | (61,400,000) | 0 | (4,900,000) |
Proceeds from issuance of long-term debt | 0 | 327,000,000 | 1,166,500,000 |
Debt issuance costs | (1,700,000) | (8,100,000) | (23,100,000) |
Principal payments of long-term debt | (79,900,000) | (133,500,000) | (58,300,000) |
Repurchase of debt securities | 0 | 0 | (262,900,000) |
Purchases of treasury stock | (177,600,000) | (261,900,000) | (93,300,000) |
Issuance of shares under stock compensation plans | 12,700,000 | 8,700,000 | 7,700,000 |
Dividends paid | (40,000,000) | (34,500,000) | (18,300,000) |
Net cash provided by (used in) financing activities | 34,100,000 | (176,600,000) | 1,120,200,000 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | (200,300,000) | (70,200,000) | 129,100,000 |
Reduction of Finance Lease Liabilities | (14,300,000) | (8,400,000) | (37,700,000) |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 229,200,000 | 299,400,000 | 170,300,000 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 28,900,000 | 229,200,000 | 299,400,000 |
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES: | |||
Change in fair value of interest rate swap and rate cap agreements (net of tax expense of $460, $2,351 and $2,178 in the years ended December 31, 2018, 2017 and 2016, respectively) | 100,000 | (400,000) | 1,000,000 |
Cash paid (received) during the period for: | |||
Income taxes | 86,300,000 | 126,300,000 | 98,800,000 |
Interest, including amount capitalized | $ 172,200,000 | $ 116,900,000 | $ 57,400,000 |
Statement of Income (Statement)
Statement of Income (Statement) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Income Statement [Abstract] | |
Nonrecurring Compensation Expense | $ 6,500 |
Inventories and Related Notes P
Inventories and Related Notes Payable - Floor Plan | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Inventories and Related Notes Payable - Floor Plan Inventories consist of the following: December 31, 2023 December 31, 2022 (In millions) New vehicles $ 799.6 $ 449.3 Used vehicles 505.7 534.0 Service loaners (1) 172.7 143.8 Parts, accessories and other 100.3 89.7 Inventories $ 1,578.3 $ 1,216.8 (1) Service loaner inventory includes approximately $22.7 million and $18.3 million as of December 31, 2023 and December 31, 2022, respectively, related to vehicles that are leased directly from the manufacturer on a short-term basis. A corresponding liability is included within notes payable, floor plan - trade on the accompanying consolidated balance sheets. We finance all of our new and certain of our used vehicle inventory through standardized floor plan facilities with either: (1) certain manufacturer captive finance companies or (2) a syndicate of manufacturer-affiliated captive finance companies and commercial banks. We also use these floor plan facilities to finance the acquisition of new and certain used vehicle inventory as part of acquisitions of dealerships. These floor plan facilities are due on demand and currently bear interest at variable rates based on either one-month Term SOFR or prime plus an additional spread, depending on the lender arrangement. The weighted-average interest rate for our new vehicle floor plan facilities was 6.36%, 1.09% and 0.74% for 2023, 2022 and 2021, respectively. Our floor plan interest expense related to the new vehicle floor plan arrangements is partially offset by amounts received from manufacturers in the form of floor plan assistance capitalized in inventory and charged against cost of sales when the associated inventory is sold. For 2023, 2022 and 2021, we recognized a reduction in cost of sales of approximately $58.7 million, $51.5 million and $46.5 million, respectively, related to manufacturer floor plan assistance. The weighted-average interest rate for our used vehicle floor plan facilities was 6.76%, 3.87% and 1.75% for 2023, 2022 and 2021, respectively. The new and used vehicle floor plan facilities are collateralized by vehicle inventory and other assets, excluding goodwill and other intangible assets, of the relevant dealership subsidiary. The new and used vehicle floor plan facilities contain a number of covenants, including, among others, covenants restricting us with respect to the creation of liens and changes in ownership, officers and key management personnel. We were in compliance with all of these restrictive covenants as of December 31, 2023. Sonic participates in a program with its syndicated floor plan lender wherein Sonic maintains a deposit balance with the lender that earns floor plan interest rebates based on an agreed upon rate. The deposit balance was $345.0 million and $272.0 million as of December 31, 2023 and 2022, respectively, and is included in other current assets in the Consolidated Balance Sheets. The interest rebate as a result of this deposit balance is classified as a reduction in interest expense, floor plan in the accompanying consolidated statements of income. In 2023, 2022 and 2021, the reduction in interest expense, floor plan was approximately $19.4 million, $4.1 million and $1.3 million, respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net consists of the following: December 31, 2023 December 31, 2022 (In millions) Land $ 493.0 $ 478.2 Buildings and improvements 1,425.8 1,365.3 Furniture, fixtures and equipment 563.3 504.1 Construction in progress 61.4 57.0 Total, at cost 2,543.5 2,404.6 Less accumulated depreciation (927.8) (842.9) Subtotal 1,615.7 1,561.7 Less assets held for sale (1) (14.7) — Property and equipment, net $ 1,601.0 $ 1,561.7 (1) Classified in other current assets in the accompanying consolidated balance sheets. Interest capitalized in conjunction with construction projects and software development was approximately $2.2 million, $1.6 million and $1.8 million for 2023, 2022 and 2021, respectively. As of December 31, 2023, commitments for facility construction projects totaled approximately $27.9 million. During 2023 and 2022, property and equipment impairment charges were recorded as noted in the following table: Franchised Dealerships Segment EchoPark Segment Consolidated Year Ended December 31, (In millions) 2023 $ 1.0 $ 41.7 $ 42.7 2022 $ 1.1 $ — $ 1.1 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Goodwill and Intangible Assets In accordance with ASC Topic 350, “Intangibles - Goodwill and Other,” we test goodwill for impairment at least annually (as of April 30 of each year) or more frequently if indications of impairment exist. The ASC also states that if an entity determines, based on the assessment of certain qualitative factors, that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then a quantitative goodwill impairment test is unnecessary. In performing a quantitative test for impairment of goodwill, we primarily use the income approach method of valuation that includes the DCF method that utilizes inputs, including projected revenues, margin, terminal growth rates, discount rates and a market capitalization reconciliation. We completed our annual impairment testing as of April 30, 2023 and determined there was no impairment of goodwill. In evaluating the recoverability of our indefinite lived franchise assets, we utilized a multi-period excess earnings method (“MPEEM”) model using unobservable inputs (Level 3) to estimate the fair value of the franchise assets for each of our franchises with recorded franchise assets. The significant assumptions in our MPEEM model include projected revenue, projected operating margins, a discount rate (and estimates in the discount rate inputs) and residual growth rates. We completed our annual impairment testing as of April 30, 2023 and determined there was no impairment of franchise assets. The changes in the carrying amount of goodwill for 2023 and 2022 were as follows: Franchised EchoPark Segment Powersports Segment Total (In millions) Balance at December 31, 2021 (1) $ 251.2 $ 165.2 $ — $ 416.4 Additions through current year acquisitions 5.1 — 9.2 14.3 Reductions from impairment — (202.9) — (202.9) Prior year acquisition allocations (34.5) 37.7 — 3.2 Balance at December 31, 2022 (2) $ 221.8 $ — $ 9.2 $ 231.0 Additions through current year acquisitions — — 11.9 11.9 Reductions from dispositions (1.8) — — (1.8) Prior year acquisition allocations 9.8 — 2.9 12.7 Balance at December 31, 2023 (2) $ 229.8 $ — $ 24.0 $ 253.8 (1) Net of accumulated impairment losses of $1.1 billion related to the Franchised Dealerships Segment. (2) Net of accumulated impairment losses of $1.1 billion and $202.9 million related to the Franchised Dealerships Segment and the EchoPark Segment, respectively. The changes in the carrying amount of franchise assets for 2023 and 2022 were as follows: Franchised Dealerships Segment EchoPark Segment Powersports Segment Total (In millions) Balance at December 31, 2021 $ 476.3 $ 3.9 $ — $ 480.2 Additions through current year acquisitions 10.0 — 23.1 33.1 Reductions from dispositions (0.2) — — (0.2) Reductions from impairment (114.4) (2.0) — (116.4) Balance at December 31, 2022 $ 371.7 $ 1.9 $ 23.1 $ 396.7 Additions through current year acquisitions — — 22.6 22.6 Reductions from dispositions — (1.9) — (1.9) Balance at December 31, 2023 $ 371.7 $ — $ 45.7 $ 417.4 |
Acquired RFJ Goodwill Allocated to EchoPark | $ 177,100 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term debt consists of the following: December 31, 2023 December 31, 2022 (In millions) 2021 Revolving Credit Facility (1) $ — $ — 4.625% Senior Notes due 2029 (the “4.625% Notes”) 650.0 650.0 4.875% Senior Notes due 2031 (the “4.875% Notes”) 500.0 500.0 2019 Mortgage Facility (2) 311.0 327.0 Mortgage notes to finance companies - fixed rate, bearing interest from 2.05% to 7.03% 163.0 186.6 Mortgage notes to finance companies - variable rate, bearing interest at 1.50 to 2.90 percentage points above one-month or three-month LIBOR or SOFR 75.6 116.0 Subtotal $ 1,699.6 $ 1,779.6 Debt issuance costs (23.0) (27.9) Total debt 1,676.6 1,751.7 Less current maturities (60.1) (79.5) Long-term debt $ 1,616.5 $ 1,672.2 (1) The interest rate on the 2021 Revolving Credit Facility (as defined below) was 125 basis points above one-month Term SOFR (as defined in the 2021 Credit Facilities) at December 31, 2023 and 100 basis points above one-month LIBOR at December 31, 2022. (2) The interest rate on the 2019 Mortgage Facility (as defined below) was 150 basis points above one-month Term SOFR (as defined in the 2019 Mortgage Facility) at December 31, 2023 and 125 basis points above one-month LIBOR at December 31, 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes - benefit (expense) consists of the following: Year Ended December 31, 2023 2022 2021 (In millions) Current: Federal $ (62.6) $ (93.8) $ (80.4) State (19.7) (20.4) (16.6) Total current (82.3) (114.2) (97.0) Deferred 18.6 12.7 (12.3) Total provision for income taxes - benefit (expense) $ (63.7) $ (101.5) $ (109.3) The reconciliation of the U.S. statutory federal income tax rate with our federal and state overall effective income tax rate is as follows: Year Ended December 31, 2023 2022 2021 U.S. statutory federal income tax rate 21.0 % 21.0 % 21.0 % Effective state income tax rate 6.1 % 7.8 % 2.6 % Valuation allowance adjustments (0.3) % (0.8) % 0.2 % Uncertain tax positions 2.2 % (0.1) % 0.2 % Effect of goodwill impairment and indefinite lived intangible assets 0.0 % 24.9 % 0.0 % Non-deductible compensation 1.4 % 2.2 % 0.6 % Other (4.1) % (1.6) % (0.7) % Effective income tax rate 26.3 % 53.4 % 23.9 % Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. Significant components of our deferred tax assets and liabilities were as follows: December 31, 2023 December 31, 2022 (In millions) Deferred tax assets: Accruals and reserves $ 40.1 $ 33.9 State net operating loss carryforwards 6.7 6.7 Basis difference in liabilities related to right-of-use assets 84.6 124.7 Other 4.8 5.0 Total deferred tax assets 136.2 170.3 Deferred tax liabilities: Basis difference in property and equipment (2.5) (14.3) Basis difference in goodwill (13.2) (6.3) Basis difference in right-of-use assets (71.3) (119.3) Other (2.3) (2.8) Total deferred tax liabilities (89.3) (142.7) Valuation allowance (6.3) (5.6) Net deferred tax asset (liability) $ 40.6 $ 22.0 Net long-term deferred tax asset balances were approximately $40.6 million and $22.0 million at December 31, 2023 and 2022, respectively, and are recorded in other assets on the accompanying consolidated balance sheets. We have approximately $158.1 million in gross state net operating loss carryforwards that will expire between 2024 and 2043. Management reviews these carryforward positions, the time remaining until expiration and other opportunities to realize these carryforwards in making an assessment as to whether it is more likely than not that these carryforwards will be realized. The results of future operations, regulatory framework of the taxing authorities and other related matters cannot be predicted with certainty and, therefore, differences from the assumptions used in the development of management’s judgment could occur. As of December 31, 2023, we had recorded a valuation allowance amount of approximately $6.3 million related to certain state net operating loss carryforward deferred tax assets as we determined that we would not be able to generate sufficient state taxable income in the related entities to realize the accumulated net operating loss carryforward balances. The increase from the prior year is primarily due to the additional amount needed for EchoPark net operating losses. Sonic and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. Sonic’s 2020 through 2023 U.S. federal income tax returns remain open to examination by the U.S. Internal Revenue Service. Sonic’s and its subsidiaries’ state income tax returns remain open to examination by state taxing authorities for years ranging from 2019 to 2023. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Certain of our dealerships purchase the zMAX micro-lubricant from Oil-Chem Research Corporation (“Oil-Chem”), a subsidiary of Speedway Motorsports, LLC (“Speedway Motorsports”), for resale to Fixed Operations guests of our dealerships in the ordinary course of business. Marcus G. Smith, a director and a greater than 10% beneficial owner of Sonic, is a director and the Chief Executive Officer and President of Speedway Motorsports and a director and an officer of Sonic Financial Corporation (“SFC”), which is the largest stockholder of Sonic; B. Scott Smith, a director and a greater than 10% beneficial owner of Sonic, is a co-owner, director and an officer of both Speedway Motorsports and SFC; Michael Hodge, a director of Sonic, is the Chief Financial Officer of Speedway Motorsports and SFC; and William R. Brooks, a director of Sonic, is Vice Chairman of Speedway Motorsports and a director and an officer at SFC. Total purchases from Oil-Chem by our dealerships were approximately $1.2 million, $1.1 million and $1.2 million in 2023, 2022 and 2021, respectively. We also engaged in other transactions with various Speedway Motorsports subsidiaries, consisting primarily of: (1) merchandise and apparel purchases from SMISC Holdings, LLC (d/b/a SMI Properties) (“SMISC”) for approximately $0.9 million, $0.8 million and $0.7 million in 2023, 2022 and 2021, respectively; and (2) vehicle sales to various Speedway Motorsports subsidiaries which were approximately $ 0.2 million The Company entered into a Sponsorship Agreement between EchoPark Automotive, Inc., a subsidiary of Sonic (“EchoPark Automotive”), and SMISC pursuant to which EchoPark Automotive agreed to be an official sponsor of a NASCAR Cup Series race and related events scheduled to be held annually in Austin, Texas (the “NASCAR Event”). In exchange for the right to sponsor the NASCAR Event, EchoPark Automotive paid an annual sponsor fee of $2.5 million to SMISC in 2021, 2022, 2023 and 2024. We participate in various aircraft-related transactions with SFC, a privately held company controlled by David Bruton Smith, our Chairman and Chief Executive Officer, and Marcus G. Smith and B. Scott Smith, both directors of Sonic, and of which Michael Hodge and William R. Brooks, directors of Sonic, are officers. Such transactions include, but are not limited to, the use of aircraft owned by SFC for business-related travel by our executives, a management agreement with SFC for storage and maintenance of aircraft leased by us from unrelated third parties and the use of our aircraft for business-related travel by certain affiliates of SFC. We incurred net expenses of approximately $1.6 million, $0.1 million and $1.5 million in 2023, 2022 and 2021, respectively, for transactions with SFC. |
Capital Structure and Per Share
Capital Structure and Per Share Data | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Capital Structure and Per Share Data | Capital Structure and Per Share Data Preferred Stock - We have 3,000,000 shares of “blank check” preferred stock authorized with such designations, rights and preferences as may be determined from time to time by our Board of Directors. Our Board of Directors has designated 300,000 shares of preferred stock as Class A Convertible Preferred Stock, par value $0.10 per share (the “Preferred Stock”), which is divided into 100,000 shares of Series I Preferred Stock, 100,000 shares of Series II Preferred Stock and 100,000 shares of Series III Preferred Stock. There were no shares of Preferred Stock issued or outstanding at December 31, 2023 or 2022. Common Stock - We have two classes of common stock. We have authorized 100,000,000 shares of Class A Common Stock at a par value of $0.01 per share. Class A Common Stock entitles its holder to one vote per share. We have also authorized 30,000,000 shares of Class B Common Stock at a par value of $0.01 per share. Class B Common Stock entitles its holder to 10 votes per share, except in certain circumstances. Each share of Class B Common Stock is convertible into one share of Class A Common Stock either upon voluntary conversion at the option of the holder, or automatically upon the occurrence of certain events, as provided in our Amended and Restated Certificate of Incorporation. The two classes of common stock share equally in dividends and in the event of liquidation. Share Repurchases - Prior to December 31, 2022, our Board of Directors had approved cumulative authorizations allowing us to expend up to $1.5 billion to repurchase shares of our Class A Common Stock. As of December 31, 2023, we had repurchased a total of approximately 46.7 million shares of Class A Common Stock at an average price per share of approximately $25.80. As of December 31, 2023, we had approximately $286.7 million remaining under our Board’s share repurchase authorization. Prior to January 1, 2023, we redeemed and retired 13,801.5 shares of the Preferred Stock at an average price of $1,000 per share. Per Share Data - The calculation of diluted earnings per share considers the potential dilutive effect of restricted stock units, restricted stock awards and stock options granted under Sonic’s stock compensation plans (and any non-forfeitable dividends paid on such awards), in addition to Class A Common Stock purchase warrants, if applicable. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Substantially all of our employees are eligible to participate in a 401(k) plan. Matching contributions by us to our 401(k) plans were approximately $13.2 million, $12.1 million and $10.4 million in 2023, 2022 and 2021, respectively. Stock Compensation Plans We currently have two active stock compensation plans: the Sonic Automotive, Inc. 2012 Stock Incentive Plan (the “2012 Plan”) and the Sonic Automotive, Inc. 2012 Formula Restricted Stock and Deferral Plan for Non-Employee Directors (the “2012 Formula Plan”). Collectively, these plans are referred to as the “Stock Plans.” During the second quarter of 2012, our stockholders voted to approve the 2012 Plan and the 2012 Formula Plan, with authorization for issuance of 2,000,000 shares of Class A Common Stock and 300,000 shares of Class A Common Stock, respectively. During the second quarter of 2015, our stockholders voted to increase the number of shares of Class A Common Stock authorized for issuance under the 2012 Plan from 2,000,000 shares to 4,000,000 shares. During the second quarter of 2017, our stockholders voted to increase the number of shares of Class A Common Stock authorized for issuance under the 2012 Formula Plan from 300,000 shares to 500,000 shares. During the second quarter of 2019, our stockholders voted to increase the number of shares of Class A Common Stock authorized for issuance under the 2012 Plan from 4,000,000 shares to 6,000,000 shares. During the second quarter of 2021, our stockholders voted to increase the number of shares of Class A Common Stock authorized for issuance under the 2012 Plan from 6,000,000 shares to 8,000,000 shares. During the second quarter of 2023, our stockholders voted to increase the number of shares of Class A Common Stock authorized for issuance under the 2012 Formula Plan from 500,000 shares to 600,000 shares. The Stock Plans were adopted by our Board of Directors in order to attract and retain key personnel. Under the 2012 Plan, options to purchase shares of Class A Common Stock may be granted to key employees of Sonic and its subsidiaries and to officers, directors, consultants and other individuals providing services to us. The options are granted at the fair market value of our Class A Common Stock at the date of grant, typically vest over a period of three years, are exercisable upon vesting and typically expire 10 years from the date of grant. The 2012 Plan also authorizes the issuance of restricted stock awards and restricted stock units. Restricted stock award and restricted stock unit grants under the 2012 Plan typically vest over a period ranging from one A summary of the status of the stock options related to the Stock Plans is presented below: Options Outstanding Exercise Price Per Share (Low - High) Weighted-Average Exercise Price Per Share Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (In millions, except per share data, term in years) Balance at December 31, 2022 1.2 $ 16.76 - 16.76 $ 16.76 7.3 $ 40.2 Exercised (0.7) $ 16.76 - 16.76 $ 16.76 Balance at December 31, 2023 0.5 $ 16.76 - 16.76 $ 16.76 6.3 $ 18.6 Exercisable 0.5 $ 16.76 - 16.76 $ 16.76 6.3 $ 18.6 Year Ended December 31, 2023 2022 2021 (In millions, except per option amounts) Weighted-average grant date fair value per option $ 4.17 $ 4.17 $ 4.17 Intrinsic value of stock options exercised $ 27.8 $ 18.0 $ 15.4 A summary of the status of the non-vested restricted stock award and restricted stock unit grants related to the Stock Plans is presented below: Non-Vested Restricted Stock Awards and Restricted Stock Units Weighted- Average Grant Date Fair Value per Share (In millions, except per share data) Balance at December 31, 2022 1.5 $ 36.12 Granted 0.4 $ 54.58 Forfeited — $ 47.68 Vested (0.3) $ 47.18 Balance at December 31, 2023 1.6 $ 39.72 During 2023, approximately 412,000 restricted stock units were awarded to our executive officers and other key associates under the 2012 Plan. Awards vest over three years. The majority of the restricted stock units awarded to executive officers and other key associates are subject to forfeiture, in whole or in part, based upon continuation of employment and compliance with any restrictive covenants contained in an agreement between us and the respective executive officer or other key associate. Also in 2023, approximately 40,000 restricted stock units were granted to our Board of Directors pursuant to the 2012 Formula Plan and vest on the earlier of the first anniversary of the grant date or the day before the next annual meeting of our stockholders, except to the extent that such grant is considered an interim grant for a newly elected non-employee director, in which case, restrictions on those shares vest on the first anniversary of the grant date. We recognized compensation expense within selling, general and administrative expenses related to stock options, restricted stock units and restricted stock awards of approximately $23.3 million, $20.5 million and $15.0 million in 2023, 2022 and 2021, respectively. Tax benefits recognized related to restricted stock unit and restricted stock award compensation expense were approximately $6.6 million, $5.6 million and $4.0 million for 2023, 2022 and 2021, respectively. Total compensation cost related to non-vested restricted stock units and restricted stock awards not yet recognized at December 31, 2023 was approximately $39.8 million and is expected to be recognized over a weighted-average period of approximately 2.9 years. Supplemental Executive Retirement Plan On December 7, 2009, the Compensation Committee of our Board of Directors approved and adopted the Sonic Automotive, Inc. Supplemental Executive Retirement Plan (the “SERP”) to be effective as of January 1, 2010. The SERP is a non-qualified deferred compensation plan that is unfunded for federal tax purposes. The SERP includes 13 active or former members of senior management at December 31, 2023. The purpose of the SERP is to attract and retain key members of management by providing a retirement benefit in addition to the benefits provided by our tax-qualified and other non-qualified deferred compensation plans. The following table sets forth the status of the SERP: Year Ended December 31, 2023 2022 Change in projected benefit obligation: (In millions) Obligation at January 1 $ 20.7 $ 23.5 Service cost 1.1 1.6 Interest cost 1.0 0.6 Actuarial loss (gain) (0.1) (4.6) Benefits paid (0.4) (0.4) Obligation at December 31 (1) $ 22.3 $ 20.7 Accumulated benefit obligation $ 17.8 $ 15.5 (1) As of December 31, 2023, approximately $0.4 million was included in other accrued liabilities and approximately $21.9 million was included in other long-term liabilities in the accompanying consolidated balance sheet as of such date. As of December 31, 2022, approximately $0.4 million was included in other accrued liabilities and approximately $20.3 million was included in other long-term liabilities in the accompanying consolidated balance sheet as of such date. Year Ended December 31, 2023 2022 Change in fair value of plan assets: (In millions) Plan assets at January 1 $ — $ — Actual return on plan assets — — Employer contributions 0.4 0.4 Benefits paid (0.4) (0.4) Plan assets at December 31 — — Funded status recognized $ (22.3) $ (20.7) The following table provides the cost components of the SERP: Year Ended December 31, 2023 2022 (In millions) Service cost $ 1.1 $ 1.6 Interest cost 1.0 0.6 Amortization of gain (loss) (0.2) — Net pension expense (benefit) $ 1.9 $ 2.2 The weighted-average assumptions used to determine the benefit obligation and net periodic benefit costs consist of: As of December 31, 2023 2022 Discount rate 4.76 % 4.93 % Rate of compensation increase 3.00 % 3.00 % The estimated future benefit payments expected to be paid for each of the next five years and the sum of the payments expected for the next five years thereafter are: Estimated Future Benefit Payments Year Ending December 31, (In millions) 2024 $ 0.4 2025 $ 0.4 2026 $ 0.4 2027 $ 0.5 2028 $ 0.5 2029 - 2033 $ 8.2 Multiemployer Benefit Plan Three of our dealership subsidiaries in northern California currently make fixed-dollar contributions to the Automotive Industries Pension Plan (the “AI Pension Plan”) pursuant to collective bargaining agreements between our subsidiaries and the International Association of Machinists (the “IAM”)). The AI Pension Plan is a “multiemployer plan” as defined under the Employee Retirement Income Security Act of 1974, as amended. Three of our dealership subsidiaries actively contribute to the AI Pension Plan pursuant to collective bargaining agreements with the IAM. These subsidiaries employ approximately 160 individuals, which constitutes less than 2% of our total workforce. The risks of participating in this multiemployer pension plan are different from single-employer plans in the following aspects: • assets contributed to the multiemployer pension plan by one employer may be used to provide benefits to employees of other participating employers; • if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and • if we choose to stop participating in the multiemployer pension plan, we may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability. Our participation in the AI Pension Plan for 2023, 2022 and 2021 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employee Identification Number (the “EIN”). Unless otherwise noted, the most recent Pension Protection Act of 2006 (the “PPA”) zone status available in the years ended December 31, 2023 and 2022 is for the plan’s year-end at December 31, 2022 and 2021, respectively. The zone status is based on information that we received from the AI Pension Plan. Among other factors, plans in the red zone are generally less than 65% funded (“Critical Status”), plans in the yellow zone are less than 80% funded and plans in the green zone are at least 80% funded. The “FIP/RP Status - Pending/Implemented” column indicates plans for which a Financial Improvement Plan (“FIP”) or a Rehabilitation Plan (“RP”) is either pending or has been implemented. The last column lists the expiration dates of the collective bargaining agreements to which the plan is subject. The number of employees covered by the AI Pension Plan increased 4.3% from December 31, 2021 to December 31, 2022 and increased 9.6% from December 31, 2022 to December 31, 2023, affecting the period-to-period comparability of the contributions for 2023, 2022 and 2021. Pension Protection Act Zone Status FIP/RP Status Sonic Contributions Surcharge Imposed Collective Bargaining Agreement Expiration Date Pension Fund EIN/Pension Plan Number 2023 2022 Pending /Implemented Year Ended December 31, 2023 2022 2021 (In millions) AI Pension Plan 94-1133245 Red Red RP Implemented $0.2 $0.2 $0.1 Yes Between Our participating dealership subsidiaries were not listed in the AI Pension Plan’s Form 5500 as providing more than 5% of the total contributions for the plan years ended December 31, 2023 and 2022. In June 2006, we received information that the AI Pension Plan was substantially underfunded as of December 31, 2005. In July 2007, we received updated information that the AI Pension Plan continued to be substantially underfunded as of December 31, 2006, with the amount of such underfunding increasing versus year end 2005. In March 2008, the Board of Trustees of the AI Pension Plan notified participants, participating employers and local unions that the AI Pension Plan’s actuary, in accordance with the requirements of the PPA, had issued a certification that the AI Pension Plan was in Critical Status effective with the plan year commencing January 1, 2008. In conjunction with the AI Pension Plan’s Critical Status, the Board of Trustees of the AI Pension Plan adopted a RP that implemented reductions or eliminations of certain adjustable benefits that were previously available under the AI Pension Plan (including some forms of early retirement benefits, and disability and death benefits, among other items), and also implemented a requirement on all participating employers to increase employer contributions to the AI Pension Plan for a seven-year period which commenced in 2013. As of April 2015, the AI Pension Plan’s actuary certified that the AI Pension Plan remained in Critical Status for the plan year commencing January 1, 2015. According to publicly available information, in September 2016, the AI Pension Plan made a formal application for approval of suspension of benefits with the U.S. Treasury Department, which, if approved by the U.S. Treasury Department, would have implemented a benefit reduction effective July 1, 2017 for participants in the AI Pension Plan. The filing included an Actuarial Certification of Plan Status as of January 1, 2016 that the AI Pension Plan previously filed with the U.S. Internal Revenue Service on March 30, 2016, which reported that the AI Pension Plan was in critical and declining status as of January 1, 2016 and further notified that the AI Pension Plan is making the scheduled progress in meeting the requirements of the plan’s previously adopted RP. The September 2016 filing with the U.S. Treasury Department also included an Actuarial Certification of Plan Solvency as of July 1, 2016 with the actuarial firm’s projection that the proposed suspensions of benefits are reasonably estimated to enable the AI Pension Plan to avoid insolvency assuming the proposed suspensions of benefits continue indefinitely. In May 2017, the U.S. Treasury Department denied the application to suspend benefits but noted that it remains willing to discuss the issues presented in the September 2016 formal application for suspension of benefits. As of April 2023, the AI Pension Plan’s actuary certified that the AI Pension Plan remained in Critical Status for the plan year commencing January 1, 2023, with the projected pension liability underfunded by approximately $1.0 billion and projected to become insolvent in the 2032 plan year. In July 2023, the Pension Benefit Guaranty Corporation (the “PBGC”) approved an application by the AI Pension Plan for special financial assistance in the amount of approximately $1.1 billion to address the underfunded status of the plan. |
Fair Value Measurements
Fair Value Measurements - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |||
Restructuring Costs | $ 4,800 | $ 75,200 | |
Fair Value Measurements | Fair Value Measurements In determining fair value, Sonic uses various valuation approaches, including market, income and/or cost approaches. “Fair Value Measurements and Disclosures” in the ASC establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of Sonic. Unobservable inputs are inputs that reflect Sonic ’ s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that Sonic has the ability to access. Assets utilizing Level 1 inputs include marketable securities that are actively traded, including Sonic’s stock or public bonds. Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Assets and liabilities utilizing Level 2 inputs include cash flow swap instruments and deferred compensation plan balances. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Asset and liability measurements utilizing Level 3 inputs include those used in estimating fair value of non-financial assets and non-financial liabilities in purchase acquisitions, those used in assessing impairment of right-of-use assets (“ROU assets”), property, plant and equipment and other intangibles, and those used in the reporting unit valuation in the goodwill impairment evaluation. The availability of observable inputs can vary and is affected by a wide variety of factors. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment required by Sonic in determining fair value is greatest for assets and liabilities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input (Level 3 being the lowest level) that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, Sonic ’ s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. Sonic uses inputs that are current as of the measurement date, including during periods when the market may be abnormally high or abnormally low. Accordingly, fair value measurements can be volatile based on various factors that may or may not be within Sonic’s control. Assets and liabilities recorded at fair value in the accompanying consolidated balance sheets as of December 31, 2023 and 2022 were as follows: Fair Value Based on Significant Other Observable Inputs (Level 2) December 31, 2023 December 31, 2022 (In millions) Assets: Cash surrender value of life insurance policies (1) $ 42.9 $ 38.2 Interest rate caps designated as hedges (2) 1.0 — Total assets $ 43.9 $ 38.2 (1) Included in other assets in the accompanying consolidated balance sheets. (2) As of December 31, 2023, approximately $1.0 was included in other current assets in the accompanying audited condensed balance sheets. In conjunction with the approximately $75.2 million charge recorded during the second quarter of 2023 and the subsequent $4.8 million charge recorded in the third quarter of 2023 related to our decisions to indefinitely suspend operations at certain EchoPark locations and to close certain Northwest Motorsport stores discussed above, Sonic was required to adjust certain real estate assets to fair value on a non-recurring basis. After $5.7 million of adjustments during the second quarter of 2023, the recorded balances were $55.5 million at June 30, 2023. The book value of such assets may be reevaluated as changes in circumstances require. Additionally, in the fourth quarter of 2023, we recorded $16.7 million of impairment charges, of which, $6.5 million was related to right-of-use assets and $10.2 million was related to fixed assets. Nonfinancial assets such as goodwill, other intangible assets, and long-lived assets held and used are measured at fair value when there is an indicator of impairment and recorded at fair value only when impairment is recognized or for a business combination. The fair values less costs to sell of long-lived assets or assets held for sale are assessed each reporting period they remain classified as held for sale. Subsequent changes in the held for sale long-lived assets or assets held for sale group’s fair value less cost to sell (increase or decrease) are reported as an adjustment to its carrying amount, except that the adjusted carrying amount cannot exceed the carrying amount of the long-lived asset or disposal group at the time it was initially classified as held for sale. The following table presents assets measured and recorded at fair value on a nonrecurring basis during the year ended December 31, 2022: 2022 Fair Value Gain/ (in millions) Goodwill (1) $ — $ (202.9) Franchise rights and other (1) $ 254.7 $ (116.4) (1) See Note 5, “Goodwill and Intangible Assets.” As of December 31, 2023 and 2022, the fair values of Sonic's financial instruments, including receivables, notes receivable from finance contracts, notes payable - floor plan, trade accounts payable, borrowings under the revolving credit facilities and certain mortgage notes, approximated their carrying values due either to length of maturity or existence of variable interest rates that approximate prevailing market rates. At December 31, 2023 and 2022, the fair value and carrying value of Sonic ’ s significant fixed rate long-term debt were as follows: December 31, 2023 December 31, 2022 Fair Value Carrying Value Fair Value Carrying Value (In millions) 4.875% Notes (1) $ 447.5 $ 500.0 $ 390.3 $ 500.0 4.625% Notes (1) $ 591.5 $ 650.0 $ 519.5 $ 650.0 Mortgage Notes (2) $ 156.6 $ 163.0 $ 174.0 $ 186.6 (1) As determined by market quotations as of December 31, 2023 and 2022, respectively (Level 2). (2) As determined by the DCF method (Level 2). | ||
Other Real Estate, Valuation Adjustments | $ 5,700 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Guarantees and Indemnification Obligations In accordance with the terms of our operating lease agreements, our dealership subsidiaries, acting as lessees, generally agree to indemnify the lessor from certain exposure arising as a result of the use of the leased premises, including environmental exposure and repairs to leased property upon termination of the lease. In addition, we have generally agreed to indemnify the lessor in the event of a breach of the lease by the lessee. In connection with dealership dispositions and facility relocations, certain of our subsidiaries have assigned or sublet to the buyer their interests in real property leases associated with such dealerships. In general, the subsidiaries retain responsibility for the performance of certain obligations under such leases, including rent payments and repairs to leased property upon termination of the lease, to the extent that the assignee or the sublessee does not perform. In the event an assignee or a sublessee does not perform its obligations, Sonic remains liable for such obligations. In accordance with the terms of agreements entered into for the sales of our dealerships, we generally agree to indemnify the buyer from certain liabilities and costs arising subsequent to the date of sale, including environmental exposure and exposure resulting from the breach of representations or warranties made in accordance with the agreements. While our exposure with respect to environmental remediation is difficult to quantify, our maximum exposure associated with these general indemnifications was approximately $8.0 million as of December 31, 2023 and there was not any material exposure with respect to these indemnifications as of December 31, 2022. These indemnifications typically expire within a period of one We also guarantee the floor plan commitments of our 50%-owned joint venture, and the amount of such guarantee was approximately $4.3 million at December 31, 2023. Legal Matters Sonic is involved, and expects to continue to be involved, in various legal and administrative proceedings arising out of the conduct of its business, including regulatory investigations and private civil actions brought by plaintiffs purporting to represent a potential class or for which a class has been certified. Although Sonic vigorously defends itself in all legal and administrative proceedings, the outcomes of pending and future proceedings arising out of the conduct of Sonic’s business, including litigation with customers, employment-related lawsuits, contractual disputes, class actions, purported class actions and actions brought by governmental authorities, cannot be predicted with certainty. An unfavorable resolution of one or more of these matters could have a material adverse effect on Sonic’s business, financial condition, results of operations, cash flows or prospects. There were no significant liabilities related to legal matters as of December 31, 2023 and December 31, 2022. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss) are as follows: Gains and (Losses) on Cash Flow Hedges Defined Benefit Pension Plan Total Accumulated Other Comprehensive Income (Loss) (In millions) Balance at December 31, 2020 $ (1.5) $ (2.1) $ (3.6) Other comprehensive income (loss) before reclassifications (1) 1.0 1.3 2.3 Amounts reclassified out of accumulated other comprehensive income (loss) — — — Net current-period other comprehensive income (loss) 1.0 1.3 2.3 Balance at December 31, 2021 $ (0.5) $ (0.8) $ (1.3) Other comprehensive income (loss) before reclassifications (2) (0.4) 3.3 2.9 Amounts reclassified out of accumulated other comprehensive income (loss) — — — Net current-period other comprehensive income (loss) (0.4) 3.3 2.9 Balance at December 31, 2022 $ (0.9) $ 2.5 $ 1.6 Other comprehensive income (loss) before reclassifications (3) 0.6 (0.1) 0.5 Amounts reclassified out of accumulated other comprehensive income (loss) (4) (0.5) — (0.5) Net current-period other comprehensive income (loss) 0.1 (0.1) — Balance at December 31, 2023 $ (0.8) $ 2.4 $ 1.6 (1) Net of tax expense of $0.5 million related to gains on cash flow hedges and tax expense of $0.5 million related to the defined benefit pension plan. (2) Net of tax benefit of $0.1 million related to losses on cash flow hedges and tax expense of $1.3 million related to the defined benefit pension plan. (3) Net of tax expense of $0.2 million related to losses on cash flow hedges and no tax expense or benefit related to the defined benefit pension plan. (4) Net of tax benefit of $0.2 million related to gains on cash flow hedges. See the heading “Derivative Instruments and Hedging Activities” in Note 6, “Long-Term Debt,” for further discussion of our cash flow hedges. For further discussion of our defined benefit pension plan, see Note 10, “Employee Benefit Plans.” |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information As of December 31, 2023, Sonic had three operating segments: (1) the Franchised Dealerships Segment; (2) the EchoPark Segment; and (3) the Powersports Segment. Refer to Note 1, “Description of Business and Summary of Significant Accounting Policies,” for additional discussion of our operating segments. Sonic has determined that its operating segments also represent its reportable segments. The reportable segments identified above are the business activities of Sonic for which discrete financial information is available and for which operating results are regularly reviewed by Sonic ’ s chief operating decision maker to assess operating performance and allocate resources. Sonic’s chief operating decision maker is a group of three individuals consisting of: (1) the Company’s Chief Executive Officer; (2) the Company’s President; and (3) the Company’s Chief Financial Officer. Reportable segment financial information for the three years ended December 31, 2023 were as follows: Year Ended December 31, 2023 2022 2021 Segment Revenues: (In millions) Franchised Dealerships Segment Revenues: Retail new vehicles $ 6,215.0 $ 5,581.6 $ 4,984.4 Fleet new vehicles 92.2 99.4 124.6 Total new vehicles $ 6,307.2 $ 5,681.0 $ 5,109.0 Used vehicles 3,050.3 3,391.5 2,901.0 Wholesale vehicles 204.5 314.0 257.2 Parts, service and collision repair 1,714.2 1,588.0 1,340.4 Finance, insurance and other, net 498.6 510.1 443.5 Franchised Dealerships Segment revenues $ 11,774.8 $ 11,484.6 $ 10,051.1 EchoPark Segment Revenues: Retail new vehicles $ 1.0 $ 9.2 $ 9.0 Used vehicles 2,143.8 2,116.8 2,032.6 Wholesale vehicles 111.7 170.6 110.0 Finance, insurance and other, net 177.9 166.4 193.7 EchoPark Segment revenues $ 2,434.4 $ 2,463.0 $ 2,345.3 Powersports Segment Revenues: Retail new vehicles $ 88.6 $ 31.8 $ — Used vehicles 19.5 7.1 — Wholesale vehicles 2.6 0.3 — Parts, service and collision repair 45.3 11.7 — Finance, insurance and other, net 7.2 2.6 — Powersports Segment revenues $ 163.2 $ 53.5 $ — Total consolidated revenues $ 14,372.4 $ 14,001.1 $ 12,396.4 Year Ended December 31, 2023 2022 2021 Segment Income (Loss) (1): (In millions) Franchised Dealerships Segment (2) $ 448.0 $ 641.6 $ 530.3 EchoPark Segment (3) (132.5) (133.9) (72.0) Powersports Segment 5.7 2.7 — Total segment income (loss) $ 321.2 $ 510.4 $ 458.3 Impairment charges (4) (79.3) (320.4) (0.1) Income (loss) before taxes $ 241.9 $ 190.0 $ 458.2 (1) Segment income (loss) for each segment is defined as income (loss) before taxes and impairment charges. (2) For the year ended December 31, 2023, amount includes approximately $20.9 million of pre-tax gain net gain on the disposal of franchised dealerships, partially offset by a $1.9 million pre-tax net loss related to property damage. For the year ended December 31, 2022, amount includes approximately $9.1 million of pre-tax net gain on disposal of property, plant, and equipment, partially offset by an approximately $4.4 million pre-tax charge for long-term compensation expense. For the year ended December 31, 2021, amount includes approximately $15.5 million of pre-tax net loss on the extinguishment of debt, and approximately $1.8 million of pre-tax net gain on the disposal of franchised dealerships. (3) For the year ended December 31, 2023, amount includes approximately $19.7 million of pre-tax net loss primarily related to the indefinite suspension of operations at certain EchoPark locations that occurred in the second and third quarter of 2023. For the year ended December 31, 2021, amount includes approximately $6.5 million of long-term compensation-related expenses. (4) For the year ended December 31, 2023, amount includes approximately $1.0 million of pre-tax property and equipment impairment charges for the Franchised Dealerships Segment and $78.3 million of pre-tax impairment charges related to property and equipment, lease right-of-use assets, and other assets for the EchoPark Segment. For the year ended December 31, 2022, amount includes approximately $115.5 million of pre-tax franchise asset and property and equipment impairment charges for the Franchised Dealerships Segment and $204.9 million of pre-tax goodwill and franchise asset impairment charges for the EchoPark Segment. For the year ended December 31, 2021, amount includes approximately $0.1 million of pre-tax property and equipment impairment charges for the EchoPark Segment. Year Ended December 31, 2023 2022 2021 (In millions) Impairment charges: Franchised Dealerships Segment $ 1.0 $ 115.5 $ — EchoPark Segment 78.3 204.9 0.1 Powersports Segment — — — Total impairment charges $ 79.3 $ 320.4 $ 0.1 Year Ended December 31, 2023 2022 2021 (In millions) Depreciation and amortization: Franchised Dealerships Segment $ 112.3 $ 101.8 $ 84.8 EchoPark Segment 26.6 24.7 16.3 Powersports Segment 3.4 1.0 — Total depreciation and amortization $ 142.3 $ 127.5 $ 101.1 Year Ended December 31, 2023 2022 2021 (In millions) Floor plan interest expense: Franchised Dealerships Segment $ 49.2 $ 23.6 $ 11.8 EchoPark Segment 17.4 10.7 4.9 Powersports Segment 0.6 — — Total floor plan interest expense $ 67.2 $ 34.3 $ 16.7 Year Ended December 31, 2023 2022 2021 (In millions) Interest expense, other, net: Franchised Dealerships Segment $ 109.7 $ 85.0 $ 46.3 EchoPark Segment 3.2 3.9 1.7 Powersports Segment 1.7 1.0 — Total interest expense, other, net $ 114.6 $ 89.9 $ 48.0 Year Ended December 31, 2023 2022 2021 (In millions) Capital expenditures: Franchised Dealerships Segment $ 181.4 $ 130.3 $ 204.6 EchoPark Segment 15.3 96.6 93.6 Powersports Segment 6.9 0.2 — Total capital expenditures $ 203.6 $ 227.1 $ 298.2 December 31, 2023 2022 (In millions) Assets: Franchised Dealerships Segment $ 4,455.8 $ 4,363.7 EchoPark Segment 667.9 267.6 Powersports Segment 212.0 117.8 Corporate and other: Cash and cash equivalents 28.9 229.2 Total assets $ 5,364.6 $ 4,978.3 |
Leases, Codification Topic 842
Leases, Codification Topic 842 | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | 15. Leases The majority of our leases are related to dealership properties that are subject to long-term lease arrangements. In addition, we have certain equipment leases and contracts containing embedded leased assets that have been evaluated and included in the recorded Right of Use assets (“ROU”) asset and lease liabilities as appropriate. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred or previously recognized favorable lease assets, less any lease incentives received or previously recognized lease exit accruals. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is reduced using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to us or we are reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is reduced over the expected useful life of the underlying asset. Expense related to the reduction of the ROU asset is recognized and presented separately from interest expense on the lease liability. Variable lease payments associated with our leases are recognized when the event, activity or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are presented as operating expense in our consolidated statements of operations in the same line item as expense arising from fixed lease payments (operating leases) or expense related to the reduction of the ROU asset (finance leases). ROU assets for operating and finance leases are periodically reduced by impairment losses. We use the long-lived assets impairment guidance in ASC Topic 360, “Property, Plant, and Equipment,” to determine whether the ROU asset is impaired and, if so, the amount of the impairment loss to recognize. We regularly monitor events or changes in circumstances that may require a reassessment of one of our leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss. Key estimates and judgments related to the measurement and recording of ROU assets and lease liabilities include how we determine: (1) the discount rate used to discount the unpaid lease payments to present value; and (2) the expected lease term, including any extension options. ASC Topic 842, “Leases,” requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, we cannot determine the interest rate implicit in the lease because we do not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, we generally use our incremental borrowing rate as the discount rate for the lease. We determined the discount rate for our leases based on the risk-free rate as of the measurement date for varying maturities corresponding to the remaining lease term, adjusted for the risk-premium attributed to Sonic’s corporate credit rating for a secured or collateralized instrument. Many of our lease arrangements have one or more existing renewal options to extend the lease term (typically in five- to 10-year increments), which were considered in the calculation of the ROU assets and lease liabilities if we determined that it was reasonably certain that an extension option would be exercised. The lease term for all of the Company’s leases includes the non-cancelable period of the lease plus any additional periods covered by our option to extend the lease that we are reasonably certain to exercise. We determine the probability of the exercise of a lease extension option based on our long-term strategic business outlook and the condition and remaining useful life of the fixed assets at the location subject to the lease agreement, among other factors. We have elected the practical expedient under ASC Topic 842 to not separate lease and nonlease components for the following classes of underlying assets: uniforms, computer equipment, shop equipment and marketing-related assets (e.g., signage). The majority of our lease agreements require fixed monthly payments (subject to either specific or index-based escalations in future periods) while other agreements require variable lease payments based on changes in SOFR or any replacement thereof. Lease payments included in the measurement of the lease liability comprise the: (1) fixed lease payments, including in-substance fixed payments, owed over the lease term, which include termination penalties we would owe if the estimated lease term assumes that we would be likely to exercise a termination option prior to the earliest expiration date; (2) variable lease payments that depend on an index or rate, initially measured using the index or rate at the lease commencement date; and (3) the exercise price of our option to purchase the underlying asset if we are reasonably certain to exercise the option. Our leases do not typically contain residual value guarantees. In certain situations, we have entered into sublease agreements whereby we sublease all or a portion of a leased real estate asset to a third party. To the extent that we have a sublease related to a lease agreement for an asset that we are no longer using in operations, we have reduced the ROU asset by any applicable net deficiency in expected cash flows from that sublease (either due to partial monthly sublease proceeds or a sublease term less than the remaining master lease term). ASC Topic 842 also provides practical expedients for ongoing accounting. We elected the short-term lease recognition exemption for our real estate and equipment leases, which means that for those leases that qualify, we do not recognize ROU assets or lease liabilities and recognize the expense related to the short-term leases on a straight-line basis over the lease term and any variable lease payments in the period in which the obligation for those payments is incurred. We have also elected the practical expedient that allows us not to separate non-lease components of an agreement from lease components (for certain non-real estate assets). Following is information related to lease expenses and other lease-related information for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 Year Ended December 31, 2022 Lease Expense (In millions) Finance lease expense Reduction of right-of-use assets $ 18.1 $ 13.6 Interest on lease liabilities 18.4 13.1 Operating lease expense (1) 47.0 54.8 Short-term lease expense 0.9 0.7 Variable lease expense 12.8 9.0 Sublease income (8.1) (5.5) Total $ 89.1 $ 85.7 (1) Included in operating cash flows in the accompanying consolidated statements of cash flows. Year Ended December 31, 2023 Year Ended December 31, 2022 Other Information (In millions) Cash paid for amounts included in the measurement of lease liabilities Financing cash flows for finance leases $ 14.3 $ 8.4 Operating cash flows for finance leases $ 18.4 $ 13.1 Operating cash flows for operating leases $ 48.2 $ 54.3 Right-of-use assets obtained in exchange for lease liabilities Finance leases $ 49.3 $ 137.7 Operating leases (1) $ 17.0 $ 7.9 (1) Includes the impact of reclassification of ROU assets from operating leases to finance leases due to remeasurement. December 31, 2023 December 31, 2022 Other Information Weighted-average remaining lease term (in years) Finance leases 12.3 12.2 Operating leases 10.6 9.2 Weighted-average discount rate Finance leases 7.59 % 7.39 % Operating leases 7.02 % 6.43 % Undiscounted Lease Cash Flows Under ASC Topic 842 as of December 31, 2023 Finance Leases Operating Leases Receipts from Subleases Year Ending December 31, (In millions) 2024 $ 28.3 $ 44.9 $ 6.0 2025 28.6 40.6 3.7 2026 34.2 36.5 3.5 2027 73.3 31.4 3.4 2028 25.9 28.5 1.9 Thereafter 207.6 188.4 3.3 Total $ 397.9 $ 370.3 $ 21.8 Less: Present value discount (133.2) (121.2) Lease liabilities $ 264.7 $ 249.1 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization and Business | Organization and Business - Sonic Automotive, Inc. (“Sonic,” the “Company,” “we,” “us” or “our”) is one of the largest automotive retailers in the United States (“U.S.”) (as measured by reported total revenue). As a result of the way we manage our business, we had three reportable segments as of December 31, 2023: (1) the Franchised Dealerships Segment; (2) the EchoPark Segment; and (3) the Powersports Segment. For management and operational reporting purposes, we group certain businesses together that share management and inventory (principally used vehicles) into “stores.” As of December 31, 2023, we operated 108 stores in the Franchised Dealerships Segment, 25 stores in the EchoPark Segment and 13 stores in the Powersports Segment. The Franchised Dealerships Segment consists of 134 new vehicle franchises (representing 28 different brands of cars and light trucks) and 16 collision repair centers in 18 states. The EchoPark Segment operates in 11 states, including seven Northwest Motorsport pre-owned vehicle stores acquired in the RFJ Acquisition in December 2021 that are included in the EchoPark Segment. In January 2024, we closed all seven of the remaining Northwest Motorsport stores. The Powersports Segment operates in two states. The Franchised Dealerships Segment provides comprehensive sales and services, including: (1) sales of both new and used cars and light trucks; (2) sales of replacement parts and performance of vehicle maintenance, manufacturer warranty repairs, and paint and collision repair services (collectively, “Fixed Operations”); and (3) arrangement of third-party financing, extended warranties, service contracts, insurance and other aftermarket products (collectively, “F&I”) for our guests. The EchoPark Segment sells used cars and light trucks and arranges third-party F&I product sales for our guests in pre-owned vehicle specialty retail locations, and does not offer customer-facing Fixed Operations services. The Powersports Segment offers guests: (1) sales of both new and used powersports vehicles (such as motorcycles, personal watercraft and all-terrain vehicles); (2) Fixed Operations activities; and (3) F&I services. All three segments generally operate independently of one another, with the exception of certain shared back-office functions and corporate overhead costs. |
Principles of Consolidation | Principles of Consolidation - All of our dealership and non-dealership subsidiaries are wholly owned and consolidated in the accompanying consolidated financial statements, except for one 50%-owned dealership that is accounted for under the equity method. All material intercompany balances and transactions have been eliminated in the accompanying consolidated financial statements. |
Use of Estimates | Use of Estimates - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires Sonic’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the accompanying consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, particularly related to intangible asset values, deferred tax asset values and reserves for unrecognized tax benefits, reserves for legal matters, insurance reserves, reserves for future commission revenue to be returned to the third-party provider for early termination of finance and insurance contracts (“chargebacks”), and estimates of certain retrospective finance and insurance revenue. |
Cash and Cash Equivalents | Cash and Cash Equivalents - |
Revenue Recognition | Revenue Recognition - Revenue is recognized when a customer obtains control of promised goods or services and in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. We do not include the cost of obtaining contracts within the related revenue streams since we elected the practical expedient to expense the costs to obtain a contract when incurred. Management has evaluated our established business processes, revenue transaction streams and accounting policies, and identified our material revenue streams to be: (1) the sale of new vehicles; (2) the sale of used vehicles to retail customers; (3) the sale of wholesale used vehicles at third-party auctions; (4) the arrangement of third-party vehicle financing and the sale of third-party service, warranty and other insurance contracts; and (5) the performance of vehicle maintenance and repair services and the sale of related parts and accessories. The transaction price for a retail vehicle sale is specified in the contract with the customer and encompasses both cash and non-cash considerations. In the context of a retail vehicle sale, customers frequently trade in their existing vehicles. The value of this trade-in is determined based on its stand-alone selling price as specified in the contract, utilizing various third-party pricing sources. There are no other non-cash forms of consideration associated with retail sales, and sales are reported net of sales tax and other similar assets. Generally, performance obligations are satisfied when the associated vehicle is either delivered to a customer and customer acceptance has occurred, over time as the maintenance and repair services are performed, or at the time of wholesale and retail parts sales. We do not have any revenue streams with significant financing components as payments are typically received within a short period of time following completion of the performance obligation(s). Retrospective finance and insurance revenues (“F&I retro revenues”) are recognized when the product contract has been executed with the end customer and the transaction price is estimated each reporting period based on the expected value method using historical and projected data. F&I retro revenues can vary based on a variety of factors, including number of contracts and history of cancellations and claims. Accordingly, we utilize this historical and projected data to constrain the consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved. We record revenue when vehicles are delivered to customers, as vehicle service work is performed and when parts are delivered. Conditions for completing a sale include having an agreement with the customer, including pricing, and it being probable that the proceeds from the sale will be collected. The accompanying consolidated balance sheets as of December 31, 2023 and 2022 include approximately $31.8 million and $38.7 million, respectively, related to contract assets from F&I retro revenues recognition, which are recorded in receivables, net. Changes in contract assets from December 31, 2022 to December 31, 2023 were primarily due to ordinary business activity, including the receipt of cash for amounts earned and recognized in prior periods. |
Floor Plan Assistance | Floor Plan Assistance - We receive floor plan assistance in the form of direct payments or credits from certain manufacturers. This assistance reduces the carrying value of our new vehicle inventory and is recognized as a reduction of cost of sales at the time the associated inventory is sold. Amounts recognized as a reduction of cost of sales were approximately $58.7 million, $51.5 million and $46.5 million in 2023, 2022 and 2021, respectively. |
Contracts in Transit | Contracts in Transit - Contracts in transit represent finance contracts evidencing loans or lease agreements between us, as creditor, and the guest, as borrower, to acquire or lease a vehicle in situations where a third-party finance source has given us initial, non-binding approval to assume our position as creditor. Funding and final approval from the finance source is provided upon the finance source’s review of the loan or lease agreement and related documentation executed by the guest at the dealership. These finance contracts are typically funded within 10 days of the initial approval of the finance transaction given by the third-party finance source. The finance source is not contractually obligated to make the loan or lease to the guest until it gives its final approval and funds the transaction, and until such final approval is given, the contracts in transit represent amounts due from the guest to us. Contracts in transit are included in receivables, net on the accompanying consolidated balance sheets and totaled approximately $275.6 million and $216.8 million at December 31, 2023 and 2022, respectively. |
Accounts Receivable | Accounts Receivable - In addition to contracts in transit, our accounts receivable primarily consists of amounts due from automobile manufacturers for repair services performed on vehicles with a remaining factory warranty and amounts due from third parties from the sale of parts. We evaluate receivables for collectability based on the age of the receivable, the credit history of the third party, past collection experience, current economic conditions, and reasonable and supportable forecasts of future conditions. The recorded allowance for doubtful accounts receivable was not significant at December 31, 2023 and 2022. Receivables, net consist of the following: December 31, 2023 December 31, 2022 (In millions) Contracts in transit $ 275.6 $ 216.8 Manufacturer and warranty receivables 105.3 68.1 Other receivables 147.2 177.5 Receivables, net $ 528.1 $ 462.4 |
Inventories | Inventories - Inventories of new vehicles, recorded net of manufacturer credits, and used vehicles, including demonstrators, are stated at the lower of specific cost or net realizable value. Inventories of parts and accessories are accounted for using the “first-in, first-out” (“FIFO”) method of inventory accounting and are stated at the lower of FIFO cost or net realizable value. Other inventories are primarily service loaner vehicles and, to a lesser extent, vehicle chassis, other supplies and capitalized customer work-in-progress (open customer vehicle repair orders). Other inventories are stated at the lower of specific cost (depreciated cost for service loaner vehicles) or net realizable value. |
Property and Equipment | Property and Equipment - Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets. We amortize leasehold improvements over the shorter of the estimated useful life or the remaining available lease term. The available lease term includes renewal options if the exercise of a renewal option has been determined to be reasonably assured. The range of estimated useful lives is as follows: Buildings and leasehold and land improvements 10-40 years Furniture, fixtures and equipment 3-10 years We review the carrying value of property and equipment and other long-lived assets (including related right-of-use assets for leased properties, but excluding goodwill and other intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If such an indication is present, we compare the carrying amount of the asset to the estimated undiscounted cash flows related to that asset. We conclude that an asset is impaired if the sum of such expected future cash flows is less than the carrying amount of the related asset. If we determine an asset is impaired, the impairment loss would be the amount by which the carrying amount of the related asset exceeds its fair value. The fair value of the asset would be determined based on the quoted market prices, if available. If quoted market prices are not available, we determine fair value by using a discounted cash flow (“DCF”) model. Fixed asset impairments for the year ended December 31, 2023 were approximately $42.7 million, the majority of which related to our decisions to indefinitely suspend operations at certain locations with our EchoPark Segment and to close certain Northwest Motorsport stores. See Note 4, “Property and Equipment,” for further discussion of impairment charges. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities - We utilize derivative financial instruments for the purpose of hedging the risks of certain identifiable and anticipated transactions. Commonly, the types of risks being hedged are those relating to the variability of cash flows caused by fluctuations in interest rates. We document our risk management strategy and hedge effectiveness at the inception of, and during the term of, each hedge. As of December 31, 2023, we utilized interest rate cap agreements to limit our exposure to increases in one-month Term Secured Overnight Financing Rate (“SOFR”) above certain levels. See Note 6, “Long-Term Debt,” for further discussion of derivative instruments and hedging activities. |
Goodwill | Goodwill - Goodwill is recognized to the extent that the purchase price of the acquisition exceeds the estimated fair value of the net assets acquired, including other identifiable intangible assets. In accordance with ASC Topic 350, “Intangibles - Goodwill and Other,” we test goodwill for impairment at least annually (as of April 30 of each year) or more frequently if indications of impairment exist. The ASC also states that if an entity determines, based on an assessment of certain qualitative factors, that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then a quantitative goodwill impairment test is unnecessary. For purposes of goodwill impairment testing, we have three reporting units, which consist of: (1) our traditional franchised dealerships, (2) our EchoPark stores and (3) our powersports stores. In evaluating goodwill for impairment, if the fair value of a reporting unit is less than its carrying value, the difference would represent the amount of the required goodwill impairment. We utilized the DCF method to estimate the enterprise value of each reporting unit. The significant assumptions in our DCF model include projected revenues, margin, terminal growth rate, discount rates and a market capitalization reconciliation. As a result of our April 30, 2023 annual test, we determined it was more likely than not that the fair value of each reporting unit was greater than its carrying value. We were not required to record goodwill impairment for any of our reporting units during 2023. See Note 5, “Goodwill and Intangible Assets,” for further discussion of goodwill. |
Other Intangible Assets | Other Intangible Assets - The principal identifiable intangible assets other than goodwill acquired in an acquisition are rights under franchise or dealer agreements with manufacturers. We classify franchise and dealer agreements as indefinite lived intangible assets as it has been our experience that renewals have occurred without substantial cost or material modifications to the underlying agreements. As such, we believe that our franchise and dealer agreements will contribute to cash flows for an indefinite period, therefore the carrying amount of franchise rights is not amortized. In accordance with ASC Topic 350, “Intangibles - Goodwill and Other,” we evaluate other intangible assets for impairment annually (as of April 30 of each year) or more frequently if indications of impairment exist. We utilized a multi-period excess earnings method (“MPEEM”) model to estimate the fair value of the franchise assets for each of our franchises with recorded franchise assets. The significant assumptions in our MPEEM model include projected revenue, projected operating margins, a discount rate (and estimates in the discount rate inputs) and residual growth rates. Our estimate of future revenue growth is in part driven by our estimates of new vehicle industry sales volume in future periods. While not completely correlated, we believe the historic and projected industry sales volume is a good general indicator of growth or contraction in the retail automotive industry. As a result of our impairment testing as of April 30, 2023, we determined the fair value of the franchise assets for each of our franchises exceeded the carrying value of the franchise assets for all of our franchises, resulting in no franchise asset impairment charges during 2023. See Note 5, “Goodwill and Intangible Assets,” for further discussion of franchise and dealer agreements. |
Insurance Reserves | |
Income Taxes | Income Taxes - Income taxes are provided for the tax effects of transactions reported in the accompanying consolidated financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are provided at enacted tax rates for the tax effects of carryforward items and temporary differences between the tax basis of assets and liabilities and their reported amounts. As a matter of course, the Company is regularly audited by various taxing authorities and, from time to time, these audits result in proposed assessments where the ultimate resolution may result in the Company owing additional taxes. Management believes that the Company’s tax positions comply, in all material respects, with applicable tax law and that the Company has adequately provided for any reasonably foreseeable outcome related to these matters. From time to time, we engage in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions. We determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. A tax position that does not meet the more-likely-than-not recognition threshold is measured to determine the amount of benefit or expense to be recognized in the consolidated financial statements. The tax position is measured at the largest amount of benefit or expense that is likely to be realized upon ultimate settlement. We adjust our estimates periodically because of ongoing examinations by and settlements with the various taxing authorities, as well as changes in tax laws, regulations and precedent. See Note 7, “Income Taxes,” for further discussion of our uncertain tax positions. |
Concentrations of Credit and Business Risk | Concentrations of Credit and Business Risk - Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash on deposit with financial institutions, which may exceed Federal Deposit Insurance Corporation insurance limits. Concentrations of credit risk with respect to receivables are limited primarily to receivables from automobile manufacturers, totaling approximately $105.3 million and $68.1 million at December 31, 2023 and 2022, respectively, and receivables from financial institutions (which include manufacturer-affiliated captive finance companies and commercial banks) and third-party warranty and insurance product providers, totaling approximately $317.9 million and $255.9 million at December 31, 2023 and 2022, respectively. We work with a single third-party provider for the majority of our extended warranties, service contracts and other aftermarket products. Credit risk arising from trade receivables from commercial customers is reduced by the large number of customers comprising the trade receivables balances. We are subject to a concentration of risk in the event of financial distress or other adverse events related to any of the automobile manufacturers whose franchised dealerships are included in our brand portfolio. As of December 31, 2023, BMW and Mercedes franchises accounted for 20% and 11% of our total retail automotive dealership revenues, respectively. We purchase our new vehicle inventory from various automobile manufacturers at the prevailing prices available to all franchised dealerships. In addition, we finance a portion of our new and used vehicle inventory with manufacturer-affiliated captive finance companies. Our results of operations could be adversely affected by the manufacturers’ inability to supply our dealerships with an adequate supply of new vehicle inventory and related floor plan financing. We also have concentrations of risk related to the geographic markets in which our dealerships or stores operate. Changes in overall economic, retail automotive or regulatory environments in one or more of these markets could adversely impact the results of our operations. |
Financial Instruments and Market Risks | Financial Instruments and Market Risks - As of December 31, 2023 and 2022, the fair values of our financial instruments, including receivables, notes receivable from finance contracts, notes payable - floor plan, trade accounts payable, borrowings under the revolving credit facilities and certain mortgage notes, approximated their carrying values due either to length of maturity or existence of variable interest rates that approximate prevailing market rates. See Note 11, “Fair Value Measurements,” for further discussion of the fair value and carrying value of our fixed rate long-term debt and other financial instruments. We have variable rate notes payable - floor plan, revolving credit facilities, a mortgage facility and other variable rate notes that expose us to risks caused by fluctuations in the underlying interest rates. We manage interest rate risk by entering into interest rate cap agreements. The counterparties to our interest rate cap agreements are large financial institutions; however, we could be exposed to loss in the event of non-performance by any of these counterparties. See further discussion in Note 6, “Long-Term Debt.” |
Advertising | Advertising - We expense advertising costs in the period incurred, net of earned cooperative manufacturer credits that represent reimbursements for specific, identifiable and incremental advertising costs. Advertising expense amounted to approximately $92.2 million, $95.4 million and $61.6 million for 2023, 2022 and 2021, respectively, and is classified in selling, general and administrative expenses in the accompanying consolidated statements of operations. We have cooperative advertising reimbursement agreements with certain automobile manufacturers we represent. These agreements require us to provide the manufacturer with support for qualified, actual advertising expenditures in order to receive reimbursement under the agreements. It is uncertain whether or not we would maintain the same level of advertising expenditures if these manufacturers discontinued their cooperative programs. Cooperative manufacturer credits classified as an offset to advertising expenses were approximately $34.7 million, $30.8 million and $22.1 million for 2023, 2022 and 2021, respectively. |
Segment Information | Segment Information - For purposes of reporting financial condition and results of operations, we have determined that we have three reportable segments: (1) the Franchised Dealerships Segment; (2) the EchoPark Segment; and (3) the Powersports Segment. The Franchised Dealerships Segment provides comprehensive sales and services, including: (1) sales of both new and used cars and light trucks; (2) Fixed Operations activities; and (3) F&I services for our guests. The EchoPark Segment sells used cars and light trucks and arranges third-party F&I product sales for our guests in pre-owned vehicle specialty retail locations, and does not offer customer-facing Fixed Operations services. The Powersports Segment offers guests: (1) sales of both new and used powersports vehicles (such as motorcycles, personal watercraft and all-terrain vehicles); (2) Fixed Operations activities; and (3) F&I services. All three segments generally operate independently of one another, with the exception of certain shared back-office functions and corporate overhead costs. Earnings Per Share - The calculation of diluted earnings per share considers the potential dilutive effect of outstanding restricted stock units, restricted stock awards and stock options granted under Sonic’s stock compensation plans (and any non-forfeitable dividends paid on such awards). The total dilutive effect of these outstanding equity awards was 0.9 million shares, 1.0 million shares and 1.9 million shares for 2023, 2022 and 2021, respectively. |
COVID19 Description [Text Block] | Recent Accounting Pronouncements - In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Accounting Standards Codification (“ASC”) Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 provides optional guidance for a limited period of time to ease the potential accounting impact associated with transitioning away from reference rates that are expected to be discontinued, such as the London InterBank Offered Rate (“LIBOR”). The amendments in this ASU apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued. The amendments in ASU 2020-04 were effective through December 31, 2022. In January 2021, the FASB issued ASU 2021-01 which clarifies that certain optional expedients and exceptions in ASC Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. Certain of our existing contracts have been modified, amended or renegotiated to accommodate a transition to a new reference rate. We do not have any remaining LIBOR-based contractual agreements. See Note 6, "Long-Term Debt," for a discussion of amendments to our debt agreements related to conversion from LIBOR to a new reference rate. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (ASC Topic 820): Improvements to Reportable Segment Disclosures.” The amendments require the disclosure of significant segment expenses as well as expanded interim disclosures, along with other changes to segment disclosure requirements. The standard will be effective for fiscal years beginning after December 15, 2023, and interim periods beginning on or after January 1, 2025. We are currently evaluating the impact that the adoption of the provisions of the ASU will have on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (ASC Topic 740): Improvements to Income Tax Disclosures.” The amendments require the disclosure of a reconciliation between income tax expense from continuing operations and the amount computed by multiplying income from continuing operations before income taxes by the applicable statutory rate as well as an annual disaggregation of the income tax rate reconciliation between certain specified categories by both percentage and reported amounts, along with other changes to income tax disclosure requirements. The standard will be effective for fiscal years beginning after December 15, 2024, and interim periods for fiscal years beginning after December 15, 2025. We are currently evaluating the impact that the adoption of the provisions of the ASU will have on our consolidated financial statements. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Range of Estimated Useful Lives | The range of estimated useful lives is as follows: Buildings and leasehold and land improvements 10-40 years Furniture, fixtures and equipment 3-10 years |
Business Acquisitions and Dispo
Business Acquisitions and Dispositions (Tables) - store | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Combinations [Abstract] | ||
Number of Powersports Stores Acquired | 1 | 2 |
Inventories and Related Notes_2
Inventories and Related Notes Payable - Floor Plan (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | Inventories consist of the following: December 31, 2023 December 31, 2022 (In millions) New vehicles $ 799.6 $ 449.3 Used vehicles 505.7 534.0 Service loaners (1) 172.7 143.8 Parts, accessories and other 100.3 89.7 Inventories $ 1,578.3 $ 1,216.8 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment, Net | Property and equipment, net consists of the following: December 31, 2023 December 31, 2022 (In millions) Land $ 493.0 $ 478.2 Buildings and improvements 1,425.8 1,365.3 Furniture, fixtures and equipment 563.3 504.1 Construction in progress 61.4 57.0 Total, at cost 2,543.5 2,404.6 Less accumulated depreciation (927.8) (842.9) Subtotal 1,615.7 1,561.7 Less assets held for sale (1) (14.7) — Property and equipment, net $ 1,601.0 $ 1,561.7 (1) Classified in other current assets in the accompanying consolidated balance sheets. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Franchise Assets and Goodwill | The changes in the carrying amount of franchise assets for 2023 and 2022 were as follows: Franchised Dealerships Segment EchoPark Segment Powersports Segment Total (In millions) Balance at December 31, 2021 $ 476.3 $ 3.9 $ — $ 480.2 Additions through current year acquisitions 10.0 — 23.1 33.1 Reductions from dispositions (0.2) — — (0.2) Reductions from impairment (114.4) (2.0) — (116.4) Balance at December 31, 2022 $ 371.7 $ 1.9 $ 23.1 $ 396.7 Additions through current year acquisitions — — 22.6 22.6 Reductions from dispositions — (1.9) — (1.9) Balance at December 31, 2023 $ 371.7 $ — $ 45.7 $ 417.4 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Future Maturities of Long-Term Debt | Future maturities of long-term debt are as follows: Principal Year Ending December 31, (In millions) 2024 $ 60.1 2025 112.9 2026 53.0 2027 292.2 2028 22.6 Thereafter 1,158.8 Total $ 1,699.6 |
Debt Instrument [Line Items] | |
Financial Covenants Include Required Specified Ratios | We were in compliance with the financial covenants under the 2021 Credit Facilities and the 2019 Mortgage Facility as of December 31, 2023. Financial covenants include required specified ratios (as each is defined in the 2021 Credit Facilities and the 2019 Mortgage Facility) of: 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 December 31, 2023 actual 1.25 1.93 2.97 |
Long-Term Debt | Long-term debt consists of the following: December 31, 2023 December 31, 2022 (In millions) 2021 Revolving Credit Facility (1) $ — $ — 4.625% Senior Notes due 2029 (the “4.625% Notes”) 650.0 650.0 4.875% Senior Notes due 2031 (the “4.875% Notes”) 500.0 500.0 2019 Mortgage Facility (2) 311.0 327.0 Mortgage notes to finance companies - fixed rate, bearing interest from 2.05% to 7.03% 163.0 186.6 Mortgage notes to finance companies - variable rate, bearing interest at 1.50 to 2.90 percentage points above one-month or three-month LIBOR or SOFR 75.6 116.0 Subtotal $ 1,699.6 $ 1,779.6 Debt issuance costs (23.0) (27.9) Total debt 1,676.6 1,751.7 Less current maturities (60.1) (79.5) Long-term debt $ 1,616.5 $ 1,672.2 (1) The interest rate on the 2021 Revolving Credit Facility (as defined below) was 125 basis points above one-month Term SOFR (as defined in the 2021 Credit Facilities) at December 31, 2023 and 100 basis points above one-month LIBOR at December 31, 2022. (2) The interest rate on the 2019 Mortgage Facility (as defined below) was 150 basis points above one-month Term SOFR (as defined in the 2019 Mortgage Facility) at December 31, 2023 and 125 basis points above one-month LIBOR at December 31, 2022. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes for Continuing Operations - Benefit (Expense) | The provision for income taxes - benefit (expense) consists of the following: Year Ended December 31, 2023 2022 2021 (In millions) Current: Federal $ (62.6) $ (93.8) $ (80.4) State (19.7) (20.4) (16.6) Total current (82.3) (114.2) (97.0) Deferred 18.6 12.7 (12.3) Total provision for income taxes - benefit (expense) $ (63.7) $ (101.5) $ (109.3) |
Reconciliation of Statutory Federal Income Tax Rate with Federal and State Overall Effective Income Tax Rate from Continuing Operations | The reconciliation of the U.S. statutory federal income tax rate with our federal and state overall effective income tax rate is as follows: Year Ended December 31, 2023 2022 2021 U.S. statutory federal income tax rate 21.0 % 21.0 % 21.0 % Effective state income tax rate 6.1 % 7.8 % 2.6 % Valuation allowance adjustments (0.3) % (0.8) % 0.2 % Uncertain tax positions 2.2 % (0.1) % 0.2 % Effect of goodwill impairment and indefinite lived intangible assets 0.0 % 24.9 % 0.0 % Non-deductible compensation 1.4 % 2.2 % 0.6 % Other (4.1) % (1.6) % (0.7) % Effective income tax rate 26.3 % 53.4 % 23.9 % |
Components of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities were as follows: December 31, 2023 December 31, 2022 (In millions) Deferred tax assets: Accruals and reserves $ 40.1 $ 33.9 State net operating loss carryforwards 6.7 6.7 Basis difference in liabilities related to right-of-use assets 84.6 124.7 Other 4.8 5.0 Total deferred tax assets 136.2 170.3 Deferred tax liabilities: Basis difference in property and equipment (2.5) (14.3) Basis difference in goodwill (13.2) (6.3) Basis difference in right-of-use assets (71.3) (119.3) Other (2.3) (2.8) Total deferred tax liabilities (89.3) (142.7) Valuation allowance (6.3) (5.6) Net deferred tax asset (liability) $ 40.6 $ 22.0 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Status of Stock Options Related to Stock Plans | A summary of the status of the stock options related to the Stock Plans is presented below: Options Outstanding Exercise Price Per Share (Low - High) Weighted-Average Exercise Price Per Share Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (In millions, except per share data, term in years) Balance at December 31, 2022 1.2 $ 16.76 - 16.76 $ 16.76 7.3 $ 40.2 Exercised (0.7) $ 16.76 - 16.76 $ 16.76 Balance at December 31, 2023 0.5 $ 16.76 - 16.76 $ 16.76 6.3 $ 18.6 Exercisable 0.5 $ 16.76 - 16.76 $ 16.76 6.3 $ 18.6 |
Schedule Intrinsic Value of Options Exercised | Year Ended December 31, 2023 2022 2021 (In millions, except per option amounts) Weighted-average grant date fair value per option $ 4.17 $ 4.17 $ 4.17 Intrinsic value of stock options exercised $ 27.8 $ 18.0 $ 15.4 |
Status of Non-Vested Restricted Stock and Restricted Stock Unit Grants Related to Stock Plans | A summary of the status of the non-vested restricted stock award and restricted stock unit grants related to the Stock Plans is presented below: Non-Vested Restricted Stock Awards and Restricted Stock Units Weighted- Average Grant Date Fair Value per Share (In millions, except per share data) Balance at December 31, 2022 1.5 $ 36.12 Granted 0.4 $ 54.58 Forfeited — $ 47.68 Vested (0.3) $ 47.18 Balance at December 31, 2023 1.6 $ 39.72 |
Status of Supplemental Executive Retirement Plan | The following table sets forth the status of the SERP: Year Ended December 31, 2023 2022 Change in projected benefit obligation: (In millions) Obligation at January 1 $ 20.7 $ 23.5 Service cost 1.1 1.6 Interest cost 1.0 0.6 Actuarial loss (gain) (0.1) (4.6) Benefits paid (0.4) (0.4) Obligation at December 31 (1) $ 22.3 $ 20.7 Accumulated benefit obligation $ 17.8 $ 15.5 (1) As of December 31, 2023, approximately $0.4 million was included in other accrued liabilities and approximately $21.9 million was included in other long-term liabilities in the accompanying consolidated balance sheet as of such date. As of December 31, 2022, approximately $0.4 million was included in other accrued liabilities and approximately $20.3 million was included in other long-term liabilities in the accompanying consolidated balance sheet as of such date. |
Schedule of Funded Status | Year Ended December 31, 2023 2022 Change in fair value of plan assets: (In millions) Plan assets at January 1 $ — $ — Actual return on plan assets — — Employer contributions 0.4 0.4 Benefits paid (0.4) (0.4) Plan assets at December 31 — — Funded status recognized $ (22.3) $ (20.7) |
Cost Components of Supplemental Executive Retirement Plan | The following table provides the cost components of the SERP: Year Ended December 31, 2023 2022 (In millions) Service cost $ 1.1 $ 1.6 Interest cost 1.0 0.6 Amortization of gain (loss) (0.2) — Net pension expense (benefit) $ 1.9 $ 2.2 |
Weighted Average Assumptions Used to Determine Benefit Obligation and Net Periodic Benefit Costs | The weighted-average assumptions used to determine the benefit obligation and net periodic benefit costs consist of: As of December 31, 2023 2022 Discount rate 4.76 % 4.93 % Rate of compensation increase 3.00 % 3.00 % |
Estimated Future Benefit Payments | The estimated future benefit payments expected to be paid for each of the next five years and the sum of the payments expected for the next five years thereafter are: Estimated Future Benefit Payments Year Ending December 31, (In millions) 2024 $ 0.4 2025 $ 0.4 2026 $ 0.4 2027 $ 0.5 2028 $ 0.5 2029 - 2033 $ 8.2 |
Schedule of Multiemployer Pension Plans Affecting Period-to-Period Comparability of Contributions | Our participation in the AI Pension Plan for 2023, 2022 and 2021 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employee Identification Number (the “EIN”). Unless otherwise noted, the most recent Pension Protection Act of 2006 (the “PPA”) zone status available in the years ended December 31, 2023 and 2022 is for the plan’s year-end at December 31, 2022 and 2021, respectively. The zone status is based on information that we received from the AI Pension Plan. Among other factors, plans in the red zone are generally less than 65% funded (“Critical Status”), plans in the yellow zone are less than 80% funded and plans in the green zone are at least 80% funded. The “FIP/RP Status - Pending/Implemented” column indicates plans for which a Financial Improvement Plan (“FIP”) or a Rehabilitation Plan (“RP”) is either pending or has been implemented. The last column lists the expiration dates of the collective bargaining agreements to which the plan is subject. The number of employees covered by the AI Pension Plan increased 4.3% from December 31, 2021 to December 31, 2022 and increased 9.6% from December 31, 2022 to December 31, 2023, affecting the period-to-period comparability of the contributions for 2023, 2022 and 2021. Pension Protection Act Zone Status FIP/RP Status Sonic Contributions Surcharge Imposed Collective Bargaining Agreement Expiration Date Pension Fund EIN/Pension Plan Number 2023 2022 Pending /Implemented Year Ended December 31, 2023 2022 2021 (In millions) AI Pension Plan 94-1133245 Red Red RP Implemented $0.2 $0.2 $0.1 Yes Between |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Recorded at Fair Value | Assets and liabilities recorded at fair value in the accompanying consolidated balance sheets as of December 31, 2023 and 2022 were as follows: Fair Value Based on Significant Other Observable Inputs (Level 2) December 31, 2023 December 31, 2022 (In millions) Assets: Cash surrender value of life insurance policies (1) $ 42.9 $ 38.2 Interest rate caps designated as hedges (2) 1.0 — Total assets $ 43.9 $ 38.2 (1) Included in other assets in the accompanying consolidated balance sheets. (2) |
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis | Nonfinancial assets such as goodwill, other intangible assets, and long-lived assets held and used are measured at fair value when there is an indicator of impairment and recorded at fair value only when impairment is recognized or for a business combination. The fair values less costs to sell of long-lived assets or assets held for sale are assessed each reporting period they remain classified as held for sale. Subsequent changes in the held for sale long-lived assets or assets held for sale group’s fair value less cost to sell (increase or decrease) are reported as an adjustment to its carrying amount, except that the adjusted carrying amount cannot exceed the carrying amount of the long-lived asset or disposal group at the time it was initially classified as held for sale. The following table presents assets measured and recorded at fair value on a nonrecurring basis during the year ended December 31, 2022: 2022 Fair Value Gain/ (in millions) Goodwill (1) $ — $ (202.9) Franchise rights and other (1) $ 254.7 $ (116.4) (1) See Note 5, “Goodwill and Intangible Assets.” As of December 31, 2023 and 2022, the fair values of Sonic's financial instruments, including receivables, notes receivable from finance contracts, notes payable - floor plan, trade accounts payable, borrowings under the revolving credit facilities and certain mortgage notes, approximated their carrying values due either to length of maturity or existence of variable interest rates that approximate prevailing market rates. |
Fair Value and Carrying Value of Fixed Rate Long-Term Debt | At December 31, 2023 and 2022, the fair value and carrying value of Sonic ’ s significant fixed rate long-term debt were as follows: December 31, 2023 December 31, 2022 Fair Value Carrying Value Fair Value Carrying Value (In millions) 4.875% Notes (1) $ 447.5 $ 500.0 $ 390.3 $ 500.0 4.625% Notes (1) $ 591.5 $ 650.0 $ 519.5 $ 650.0 Mortgage Notes (2) $ 156.6 $ 163.0 $ 174.0 $ 186.6 (1) As determined by market quotations as of December 31, 2023 and 2022, respectively (Level 2). (2) As determined by the DCF method (Level 2). |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive income (loss) are as follows: Gains and (Losses) on Cash Flow Hedges Defined Benefit Pension Plan Total Accumulated Other Comprehensive Income (Loss) (In millions) Balance at December 31, 2020 $ (1.5) $ (2.1) $ (3.6) Other comprehensive income (loss) before reclassifications (1) 1.0 1.3 2.3 Amounts reclassified out of accumulated other comprehensive income (loss) — — — Net current-period other comprehensive income (loss) 1.0 1.3 2.3 Balance at December 31, 2021 $ (0.5) $ (0.8) $ (1.3) Other comprehensive income (loss) before reclassifications (2) (0.4) 3.3 2.9 Amounts reclassified out of accumulated other comprehensive income (loss) — — — Net current-period other comprehensive income (loss) (0.4) 3.3 2.9 Balance at December 31, 2022 $ (0.9) $ 2.5 $ 1.6 Other comprehensive income (loss) before reclassifications (3) 0.6 (0.1) 0.5 Amounts reclassified out of accumulated other comprehensive income (loss) (4) (0.5) — (0.5) Net current-period other comprehensive income (loss) 0.1 (0.1) — Balance at December 31, 2023 $ (0.8) $ 2.4 $ 1.6 (1) Net of tax expense of $0.5 million related to gains on cash flow hedges and tax expense of $0.5 million related to the defined benefit pension plan. (2) Net of tax benefit of $0.1 million related to losses on cash flow hedges and tax expense of $1.3 million related to the defined benefit pension plan. (3) Net of tax expense of $0.2 million related to losses on cash flow hedges and no tax expense or benefit related to the defined benefit pension plan. (4) Net of tax benefit of $0.2 million related to gains on cash flow hedges. |
Segment Information (Tables)
Segment Information (Tables) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Total capital expenditures | $ (203,600,000) | $ (227,100,000) | $ (298,200,000) |
EchoPark Capital Expenditures | 15,300,000 | 96,600,000 | 93,600,000 |
Franchised Dealerships Capital Expenditures | 181,400,000 | 130,300,000 | 204,600,000 |
EchoPark Interest Expense, Other, Net | 3,200,000 | 3,900,000 | 1,700,000 |
Franchised Segment Interest Expense, Other, Net | 109,700,000 | 85,000,000 | 46,300,000 |
Gain on Franchise Disposal | 20,900,000 | 1,800,000 | |
Debt Extinguishment Costs | 15,500,000 | ||
EchoPark Segment Assets | 667,900,000 | 267,600,000 | |
Franchised Dealerships Segment Assets | 4,455,800,000 | 4,363,700,000 | |
EchoPark Depreciation and Amortization | 26,600,000 | 24,700,000 | 16,300,000 |
Franchised Dealerships Depreciation and Amortization | 112,300,000 | 101,800,000 | 84,800,000 |
EchoPark Floorplan Exp | 17,400,000 | 10,700,000 | 4,900,000 |
Franchised Dealerships Floorplan Exp | 49,200,000 | 23,600,000 | 11,800,000 |
Segment Income | 321,200,000 | 510,400,000 | 458,300,000 |
EchoPark Segment Income | (132,500,000) | (133,900,000) | (72,000,000) |
Franchised Dealerships Segment Income | 448,000,000 | 641,600,000 | 530,300,000 |
EchoPark Segment Revenue | 2,434,400,000 | 2,463,000,000 | 2,345,300,000 |
EchoPark F&I Revenue | 177,900,000 | 166,400,000 | 193,700,000 |
EchoPark Wholesale Revenue | 111,700,000 | 170,600,000 | 110,000,000 |
EchoPark Used Vehicle Revenue | 2,143,800,000 | 2,116,800,000 | 2,032,600,000 |
Franchised Dealerships Segment Revenue | 11,774,800,000 | 11,484,600,000 | 10,051,100,000 |
Franchised Dealerships F&I Revenue | 498,600,000 | 510,100,000 | 443,500,000 |
Franchised Dealerships Fixed Ops Revenue | 1,714,200,000 | 1,588,000,000 | 1,340,400,000 |
Franchised Dealerships Used Vehicle Revenue | 3,050,300,000 | 3,391,500,000 | 2,901,000,000 |
Franchised Dealerships Wholesale Revenue | $ 204,500,000 | $ 314,000,000 | $ 257,200,000 |
Leases, Codification Topic 842
Leases, Codification Topic 842 (Tables) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease Cash [Abstract] | ||
Finance Lease, Principal Payments | $ 14,300,000 | $ 8,400,000 |
Finance Lease, Interest Payment on Liability | 18,400,000 | 13,100,000 |
Operating Lease, Payments | 48,200,000 | 54,300,000 |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | 49,300,000 | 137,700,000 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 17,000,000 | $ 7,900,000 |
Lease Other Information [Abstract] | ||
Finance Lease, Weighted Average Remaining Lease Term | 12 years 3 months 18 days | 12 years 2 months 12 days |
Operating Lease, Weighted Average Remaining Lease Term | 10 years 7 months 6 days | 9 years 2 months 12 days |
Finance Lease, Weighted Average Discount Rate, Percent | 7.59% | 7.39% |
Operating Lease, Weighted Average Discount Rate, Percent | 7.02% | 6.43% |
Finance Lease, Liability, Payment, Due [Abstract] | ||
Finance Lease, Liability, Payments, Due Next Twelve Months | $ 28,300,000 | |
Finance Lease, Liability, Payments, Due Year Two | 28,600,000 | |
Finance Lease, Liability, Payments, Due Year Three | 34,200,000 | |
Finance Lease, Liability, Payments, Due Year Four | 73,300,000 | |
Finance Lease, Liability, Payments, Due Year Five | 25,900,000 | |
Finance Lease, Liability, Payments, Due after Year Five | 207,600,000 | |
Finance Lease, Liability, Payment, Due | 397,900,000 | |
Finance Lease, Liability, Undiscounted Excess Amount | 133,200,000 | |
Finance Lease, Liability, Current | 10,200,000 | $ 11,100,000 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months | 44,900,000 | |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 40,600,000 | |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 36,500,000 | |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 31,400,000 | |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 28,500,000 | |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 188,400,000 | |
Lessee, Operating Lease, Liability, Payments, Due | 370,300,000 | |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 121,200,000 | |
Operating lease liabilities | 249,100,000 | |
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract] | ||
Lessor, Operating Lease, Payments to be Received, Next Twelve Months | (6,000,000) | |
Lessor, Operating Lease, Payments to be Received, Two Years | (3,700,000) | |
Lessor, Operating Lease, Payments to be Received, Three Years | (3,500,000) | |
Lessor, Operating Lease, Payments to be Received, Four Years | (3,400,000) | |
Lessor, Operating Lease, Payments to be Received, Five Years | (1,900,000) | |
Lessor, Operating Lease, Payments to be Received, Thereafter | (3,300,000) | |
Lessor, Operating Lease, Payments to be Received | (21,800,000) | |
Lease, Cost [Abstract] | ||
Finance Lease, ROU Asset, Amortization | 18,100,000 | 13,600,000 |
Finance Lease, Interest Expense | 18,400,000 | 13,100,000 |
Operating Lease, Cost | 47,000,000 | 54,800,000 |
Short-term Lease, Cost | 900,000 | 700,000 |
Variable Lease, Cost | 12,800,000 | 9,000,000 |
Sublease Income | 8,100,000 | 5,500,000 |
Lease, Cost | $ 89,100,000 | $ 85,700,000 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Segment State Store store reporting_unit Dealerships Brand Collision shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of operating segments | Segment | 3 | ||
Number of new vehicle dealerships | Dealerships | 134 | ||
Number of states | State | 18 | ||
Number of different brands of cars and light trucks | Brand | 28 | ||
Number of collision repair centers | Collision | 16 | ||
Operating lease liabilities | $ 249,100 | ||
ROU assets | 222,600 | $ 260,700 | |
Amount recognized for floor plan assistance | $ 58,700 | 51,500 | $ 46,500 |
Term for funding of finance contracts | 10 days | ||
Contracts in transit included in receivables, net | $ 275,600 | 216,800 | |
Receivables, net | $ 528,100 | 462,400 | |
Number of reporting units | reporting_unit | 3 | ||
Goodwill | $ 253,800 | 231,000 | 416,400 |
Concentrations of credit risk with respect to receivables are limited primarily to receivables from automobile manufacturers | 105,300 | 68,100 | |
Advertising expense | 92,200 | 95,400 | 61,600 |
Cooperative manufacturer credits advertising expenses | $ 34,700 | 30,800 | $ 22,100 |
Number of reportable Segment | Segment | 3 | ||
Manufacturer Receivables included in receivables, net | $ 105,300 | 68,100 | |
Other Receivables included in receivables, net | 147,200 | 177,500 | |
Goodwill, Impairment Loss | 0 | ||
Property and equipment impairment charges | $ 42,700 | $ 1,100 | |
Weighted Average Number of Shares Outstanding, Diluted, Adjustment | shares | 900 | 1,000 | 1,900 |
BMW [Domain] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 20% | ||
Mercedes [Domain] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 11% | ||
Northwest Motorsport | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of Stores | Store | 11 | ||
Financial institutions | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Concentrations of credit risk with respect to receivables are limited primarily to receivables from financial institutions | $ 317,900 | $ 255,900 | |
Franchise assets | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Franchise asset impairment charge | 0 | ||
Continuing operations | Franchise assets | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Franchise asset impairment charge | $ 116,400 | ||
Dealership | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of dealership that is accounted for under the equity method | 50% | ||
Franchised Dealerships [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of Stores | Store | 108 | ||
Echo Park [Member] | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of Stores | Store | 25 | ||
Number of states | store | 11 | ||
Powersports Dealerships | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of Stores | store | 13 | ||
Powrsports | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of states | store | 2 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Cumulative Effect of Adjustments for Adoption of ASC 606 (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | |||
Total revenues | $ 14,372,400,000 | $ 14,001,100,000 | $ 12,396,400,000 |
Cost of Sales: | |||
Total cost of sales | (12,126,700,000) | (11,684,100,000) | (10,482,100,000) |
Operating income (loss) | 423,600,000 | 314,000,000 | 538,400,000 |
Assets: | |||
Receivables, net | 528,100,000 | 462,400,000 | |
Liabilities: | |||
Other accrued liabilities | 370,200,000 | 352,400,000 | |
Stockholders’ Equity: | |||
Retained Earnings (Accumulated Deficit) | 1,238,600,000 | 1,100,300,000 | |
Parts, service and collision repair | |||
Revenues: | |||
Total revenues | 1,759,500,000 | 1,599,700,000 | 1,340,400,000 |
Cost of Sales: | |||
Total cost of sales | (885,500,000) | (807,200,000) | (667,500,000) |
Finance, insurance and other, net | |||
Revenues: | |||
Total revenues | 683,700,000 | 679,100,000 | $ 637,200,000 |
ASU 2014-09 | Finance, insurance and other, net | |||
Assets: | |||
Contract with Customer, Asset, Net, Current | $ 31,800,000 | $ 38,700,000 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Range of Estimated Useful Lives (Details) | Dec. 31, 2023 |
Leasehold and Land Improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Leasehold and Land Improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Furniture Fixtures and Equipment [Member] | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture Fixtures and Equipment [Member] | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Business Acquisitions and Dis_2
Business Acquisitions and Dispositions - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 USD ($) store | Dec. 31, 2023 USD ($) Store Brand store | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) store Store Brand retailUnits | Dec. 31, 2022 USD ($) store | Dec. 31, 2021 USD ($) store | Mar. 31, 2023 USD ($) | Dec. 06, 2021 USD ($) | |
Luxury Franchise [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of franchises disposed | store | 1 | 1 | |||||||
Northwest Motorsport | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of Preowned Stores Closed | 7 | 3 | |||||||
Number of Preowned Stores Closed | 7 | 3 | |||||||
Echo Park [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Asset impairment charges | $ 16,700,000 | ||||||||
Asset impairment charges | $ 16,700,000 | ||||||||
Mid-line import franchise | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of franchises disposed | store | 1 | ||||||||
EchoPark Delivery/Buy Centers | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of Preowned Stores Closed | 14 | ||||||||
Number of Preowned Stores Closed | 14 | ||||||||
Domestic Franchise | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of franchises disposed | store | 1 | ||||||||
EchoPark Stores [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of Preowned Stores Closed | 8 | ||||||||
Number of Preowned Stores Closed | 8 | ||||||||
Number of franchise dealerships opened | store | 2 | 27 | |||||||
Number of EchoPark opened | store | 14 | ||||||||
Number of franchises disposed | store | 0 | ||||||||
Cash generated from disposition | $ 52,200,000 | $ 6,600,000 | |||||||
Number of franchises terminated | store | 2 | 2 | |||||||
Payments to Acquire Businesses, Gross | $ (75,100,000) | $ (102,300,000) | $ (1,018,900,000) | ||||||
Number of Powersports Stores Acquired | store | 1 | 2 | |||||||
Number of RFJ Franchise Store Acquired | store | 22 | ||||||||
Number of different brands of cars and light trucks | Brand | 28 | 28 | |||||||
Number of Powersports Stores Acquired | store | 1 | 2 | |||||||
Restructuring Costs | $ 4,800,000 | $ 75,200,000 | |||||||
Number of different brands of cars and light trucks | Brand | 28 | 28 | |||||||
Asset Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 9,400,000 | $ 9,400,000 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 31,400,000 | 31,400,000 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | $ 253,500,000 | 11,100,000 | 11,100,000 | 253,500,000 | $ 31,000,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 7,800,000 | 100,000 | 100,000 | 7,800,000 | 1,100,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 129,700,000 | 700,000 | 700,000 | 129,700,000 | $ 29,000,000 | 500,000 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 11,900,000 | 11,900,000 | $ 8,100,000 | 14,100,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 398,200,000 | 22,600,000 | 22,600,000 | 398,200,000 | 33,200,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 5,300,000 | 300,000 | 300,000 | 5,300,000 | $ (400,000) | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | $ 36,900,000 | 36,900,000 | |||||||
PY Acq Goodwill Allocations Fdealer | (400,000) | ||||||||
PY Acq Goodwill Allocations Powersports | 2,900,000 | ||||||||
Payments to Acquire Businesses, Gross | (75,100,000) | (102,300,000) | (1,018,900,000) | ||||||
Restructuring Costs | 4,800,000 | 75,200,000 | |||||||
Asset impairment charges | 79,300,000 | 320,400,000 | 100,000 | ||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 215,700,000 | ||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 7,500,000 | ||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred | 14,700,000 | ||||||||
Severance Costs | 900,000 | 2,200,000 | |||||||
Asset impairment charges | $ 79,300,000 | 320,400,000 | 100,000 | ||||||
Northwest Motorsport | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of Stores | Store | 11 | 11 | |||||||
Number of Stores | Store | 11 | 11 | |||||||
RFJ | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, consideration amount | $ 964,900,000 | ||||||||
Number of Stores | Store | 33 | 33 | |||||||
Number of different brands of cars and light trucks | Brand | 16 | 16 | |||||||
Number of Stores | Store | 33 | 33 | |||||||
Number of different brands of cars and light trucks | Brand | 16 | 16 | |||||||
RFJ | Credit Facility [Domain] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, consideration amount | $ 222,400,000 | ||||||||
Inventories | |||||||||
Business Acquisition [Line Items] | |||||||||
Restructuring Costs | 10,000,000 | ||||||||
Asset Acquisition [Line Items] | |||||||||
Restructuring Costs | 10,000,000 | ||||||||
Echo Park [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of Stores | Store | 25 | 25 | |||||||
Number of Stores | Store | 25 | 25 | |||||||
Asset Acquisition [Line Items] | |||||||||
Asset impairment charges | 204,900,000 | 100,000 | |||||||
Asset impairment charges | 204,900,000 | $ 100,000 | |||||||
Franchised Dealerships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of Stores | Store | 108 | 108 | |||||||
Number of Stores | Store | 108 | 108 | |||||||
Asset Acquisition [Line Items] | |||||||||
Asset impairment charges | 115,500,000 | ||||||||
Asset impairment charges | $ 115,500,000 | ||||||||
Powersports Dealerships | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | store | 5 | 8 | |||||||
Number of Stores | store | 13 | 13 | |||||||
Number of Stores | store | 13 | 13 | |||||||
Number of Businesses Acquired | store | 5 | 8 | |||||||
Powersports Dealerships | Powersports Dealerships | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | retailUnits | 1 | ||||||||
Number of Businesses Acquired | retailUnits | 1 | ||||||||
Contract Termination | |||||||||
Business Acquisition [Line Items] | |||||||||
Restructuring Costs | 3,900,000 | 400,000 | |||||||
Asset Acquisition [Line Items] | |||||||||
Restructuring Costs | $ 3,900,000 | 400,000 | |||||||
Contract Termination | |||||||||
Business Acquisition [Line Items] | |||||||||
Restructuring Costs | 14,100,000 | ||||||||
Asset Acquisition [Line Items] | |||||||||
Restructuring Costs | 14,100,000 | ||||||||
Property, Plant and Equipment | Echo Park [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Asset impairment charges | $ 10,200,000 | ||||||||
Asset impairment charges | 10,200,000 | ||||||||
Property, Plant and Equipment | |||||||||
Business Acquisition [Line Items] | |||||||||
Restructuring Costs | 32,500,000 | ||||||||
Asset Acquisition [Line Items] | |||||||||
Restructuring Costs | 32,500,000 | ||||||||
Property, Plant and Equipment | Echo Park [Member] | |||||||||
Asset Acquisition [Line Items] | |||||||||
Asset impairment charges | $ 78,300,000 | ||||||||
Asset impairment charges | 78,300,000 | ||||||||
ROU Asset | |||||||||
Business Acquisition [Line Items] | |||||||||
Restructuring Costs | 16,000,000 | ||||||||
Asset Acquisition [Line Items] | |||||||||
Restructuring Costs | $ 16,000,000 | ||||||||
Asset impairment charges | 6,500,000 | ||||||||
Asset impairment charges | 6,500,000 | ||||||||
Total PP&E Impairment | |||||||||
Asset Acquisition [Line Items] | |||||||||
Asset impairment charges | 16,700,000 | ||||||||
Asset impairment charges | $ 16,700,000 | ||||||||
Franchised Dealerships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, consideration amount | $ 87,600,000 | ||||||||
Franchised [Domain] | Franchised [Domain] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | retailUnits | 1 | ||||||||
Number of Businesses Acquired | retailUnits | 1 |
Business Acquisitions and Dis_3
Business Acquisitions and Dispositions - Revenues and Other Activities Associated with Disposed Dealerships That Remain in Continuing Operations (Details) - Disposed dealerships that remain in continuing operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group Not Discontinued Operation Operating Income Loss | $ (200) | $ 200 | $ (2,200) |
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 20,400 | 0 | 2,300 |
Discontinued Operation Lease Exit Accrual Adjustments And Charges | 1,100 | 0 | 400 |
Disposal Group Not Discontinued Operation Income Loss Before Income Tax | 21,300 | 200 | 500 |
Disposal Group Not Discontinued Operation Revenue | $ 70,100 | $ 0 | $ 25,500 |
Inventories and Related Notes_3
Inventories and Related Notes Payable - Floor Plan - Components of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
New vehicles | $ 799,600 | $ 449,300 |
Used vehicles | 505,700 | 534,000 |
Service loaners (1) | 172,700 | 143,800 |
Parts, accessories and other | 100,300 | 89,700 |
Inventories | $ 1,578,300 | $ 1,216,800 |
Inventories and Related Notes_4
Inventories and Related Notes Payable - Floor Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |||
Average interest rate for new vehicle floor plan facilities | 6.36% | 1.09% | 0.74% |
Amount recognized for floor plan assistance | $ 58,700 | $ 51,500 | $ 46,500 |
Average interest rate for used vehicle floor plan facilities | 6.76% | 3.87% | 1.75% |
Floor Plan Deposit Balance | $ 345,000 | $ 272,000 | |
Reduction in Interest Expense, Floor Plan | 19,400 | 4,100 | $ 1,300 |
Service loaners (1) | 172,700 | 143,800 | |
Service Loaner Inventory (Directly Leased from Manufacturer) [Member] | $ 22,700 | $ 18,300 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation | $ (927,800) | $ (842,900) |
Subtotal | 1,615,700 | 1,561,700 |
Less assets held for sale | (14,700) | 0 |
Property and equipment, net | 1,601,000 | 1,561,700 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total, at cost | 493,000 | 478,200 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total, at cost | 1,425,800 | 1,365,300 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total, at cost | 563,300 | 504,100 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total, at cost | 61,400 | 57,000 |
Property, Plant and Equipment, Net, Excluding Capital Leased Assets | ||
Property, Plant and Equipment [Line Items] | ||
Total, at cost | $ 2,543,500 | $ 2,404,600 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Interest capitalized in conjunction with construction projects and software development | $ 2.2 | $ 1.6 | $ 1.8 |
Commitments for facility construction projects | $ 27.9 |
Property and Equipment - Impair
Property and Equipment - Impairment Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Franchise PPE Impair | $ 1,000 | $ 1,100 |
EchoPark PPE Impair | 41,700 | 0 |
Property and equipment impairment charges | 42,700 | 1,100 |
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Property and equipment impairment charges | $ 42,700 | $ 1,100 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Changes in Carrying Amount of Franchise Assets and Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total | |||
Franchise Assets - Assets Acquired Franchised | $ 0 | $ 10,000 | |
Intangible Assets - Assets Acquired Powersports | 22,600 | 23,100 | |
Intangible Assets - Assets Acquired Preowned | 0 | 0 | |
Franchise Assets - reductions from disp/impair fdealer | 0 | (200) | |
Intangible Assets - Reductions from dispositions powersports | 0 | 0 | |
Intangible Assets - reduction from dispositions preowned | (1,900) | 0 | |
Goodwill and Intangible Asset Impairment | (1,800) | (202,900) | |
Franchise Assets Reductions from impairment fdealer | (114,400) | ||
Intangible assets - Reductions from impairment powersports | 0 | ||
Intangible assets - Reductions from impairment preowned | (2,000) | ||
Net Goodwill | |||
Beginning balance | 231,000 | 416,400 | |
Prior year acquisition allocations | 0 | ||
Ending balance | 253,800 | 231,000 | |
Net of accumulated impairment losses | 202,900 | 1,100,000 | |
Intangible Assets Preowned | 0 | 1,900 | $ 3,900 |
Intangible Assets - Powersports | 45,700 | 23,100 | 0 |
Franchise Assets - Franchised | 371,700 | 371,700 | $ 476,300 |
Net of accumulated impairment losses | 202,900 | 1,100,000 | |
Franchise assets | |||
Total | |||
Beginning balance | 396,700 | 480,200 | |
Additions through current year acquisitions | 22,600 | 33,100 | |
Reductions from impairment | (1,900) | (200) | |
Reductions from impairment | 0 | ||
Ending balance | 417,400 | $ 396,700 | |
Goodwill and Intangible Asset Impairment | 116,400 | ||
Continuing operations | Franchise assets | |||
Total | |||
Reductions from impairment | $ (116,400) |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment | $ 0 | ||
Income Tax Expense (Benefit) | 63,700 | $ 101,500 | $ 109,300 |
Goodwill | 253,800 | 231,000 | 416,400 |
Goodwill - Franchise Segment | 229,800 | 221,800 | 251,200 |
Goodwill and Intangible Assets Acquired Fdealer | 0 | 5,100 | |
GW Asset Impairment Fdealer | (1,800) | 0 | |
PY Acq GW Allocations Fdealer | 9,800 | (34,500) | |
Goodwill - Preowned Segment | 0 | 0 | 165,200 |
Goodwill and Intangible Assets Acquired Preowned | 0 | 0 | |
GW Asset Impairment Preowned | 0 | (202,900) | |
PY Acq GW Allocations Preowned | 0 | 37,700 | |
Goodwill - Powersports Segment | 24,000 | 9,200 | $ 0 |
Goodwill and Intangible Assets Acquired Powersports | 11,900 | 9,200 | |
GW Asset Impairment Powersports | 0 | 0 | |
PY Acq GW Allocations Powersports | 2,900 | 0 | |
Goodwill and Intangible Assets Acquired | 11,900 | 14,300 | |
Goodwill and Intangible Asset Impairment | (1,800) | (202,900) | |
PY Acq GW Allocations | 12,700 | $ 3,200 | |
Franchise assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite life Intangible asset, impairment charge | 0 | ||
Goodwill and Intangible Asset Impairment | 116,400 | ||
Franchise assets | Continuing operations | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite life Intangible asset, impairment charge | $ 116,400 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Mortgage notes to finance companies - fixed rate, bearing interest from 2.05% to 7.03% | $ 1,699,600 | $ 1,779,600 |
Debt issuance costs | (23,000) | (27,900) |
Total debt | 1,676,600 | 1,751,700 |
Less current maturities | (60,100) | (79,500) |
Long-Term Debt | 1,616,500 | 1,672,200 |
Mortgage notes | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Percentage Bearing Fixed Interest, Amount | 163,000 | 186,600 |
Long-term Debt, Percentage Bearing Variable Interest, Amount | 75,600 | 116,000 |
Mortgage notes to finance companies - fixed rate, bearing interest from 2.05% to 7.03% | 238,700 | |
2019 Mortgage Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Percentage Bearing Variable Interest, Amount | 311,000 | 327,000 |
Mortgage Notes | ||
Debt Instrument [Line Items] | ||
Total debt | 163,000 | 186,600 |
Long-term Debt, Fair Value | 156,600 | 174,000 |
2016 Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
2016 Revolving Credit Facility | 0 | 0 |
2019 Mortgage Facility [Member] | ||
Debt Instrument [Line Items] | ||
2019 Mortgage Facility Outstanding | 311,000 | |
Debt Instrument, Unused Borrowing Capacity, Amount | 173,000 | |
Long Term Debt Prepayment | 500 | |
4.625 Percent Note [Member] | ||
Debt Instrument [Line Items] | ||
Senior Subordinated Notes | 650,000 | 650,000 |
Total debt | $ 650,000 | 650,000 |
Stated interest rate on debt agreement | 4.625% | |
Long-term Debt, Fair Value | $ 591,500 | 519,500 |
4.875 Percent Note [Member] | ||
Debt Instrument [Line Items] | ||
Senior Subordinated Notes | 500,000 | 500,000 |
Total debt | $ 500,000 | 500,000 |
Stated interest rate on debt agreement | 4.875% | |
Long-term Debt, Fair Value | $ 447,500 | $ 390,300 |
Long-Term Debt - Future Maturit
Long-Term Debt - Future Maturities of Long-Term Debt (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2019 | $ 60,100 |
2020 | 112,900 |
2021 | 53,000 |
2022 | 292,200 |
2023 | 22,600 |
Thereafter | 1,158,800 |
Total | $ 1,699,600 |
Long-Term Debt Long-Term Debt -
Long-Term Debt Long-Term Debt - 2021 Credit Facilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | ||
Maximum Borrowing 2019 Mortgage Facility | $ 500,000,000 | |
2016 Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
2016 Revolving Credit Facility | 0 | $ 0 |
Revolving Credit Facility | TwoThousandTwentyRevolvingCreditFacility | ||
Line of Credit Facility [Line Items] | ||
Current borrowing capacity | 350,000,000 | |
Maximum borrowing capacity | 400,000,000 | |
Borrowing base | 310,700,000 | |
2016 Revolving Credit Facility | 0 | |
Letters of credit outstanding amount | 12,100,000 | |
Borrowing availability amount | $ 298,600,000 | |
Allocation of credit facility increase, percentage | 40% | |
DividendRestrictionMaximumAmountPerShare | $ 0.12 | |
Revolving Credit Facility | 2021 Floor Plan Facilities [Member] | ||
Line of Credit Facility [Line Items] | ||
Current borrowing capacity | $ 2,600,000,000 | |
Maximum borrowing capacity | $ 2,900,000,000 |
Long-Term Debt - Notes Narrativ
Long-Term Debt - Notes Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Outstanding mortgage principal balance | $ 1,699,600,000 | $ 1,779,600,000 |
Long-term Debt, Gross | $ 1,699,600,000 | $ 1,779,600,000 |
Mortgage notes | ||
Debt Instrument [Line Items] | ||
Debt weighted average interest rate on note | 5.25% | 5.14% |
Outstanding mortgage principal balance | $ 238,700,000 | |
Long-term Debt, Gross | $ 238,700,000 | |
2019 Mortgage Facility [Member] | ||
Debt Instrument [Line Items] | ||
DividendRestrictionMaximumAmountPerShare | $ 0.12 | |
Term Loan, Principal Amount | $ 320,000,000 | |
Prior Term Loan, Principal Amount | 77,600,000 | |
Delayed Draw-Term Loan, Aggregate Principal | 85,000,000 | |
Revolving Loan, Aggregate Principal | 95,000,000 | |
Outstanding Balance, Delayed Draw Credit Facility | 7,000,000 | |
Aggregate Commitments, 2019 Mortgage Facility | $ 500,000,000 | |
2019 Mortgage Facility [Member] | Maximum | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread LIBOR | 2.25% | |
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |
2019 Mortgage Facility [Member] | Minimum | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread LIBOR | 1.25% | |
Debt Instrument, Basis Spread on Variable Rate | 0.25% | |
4.625 Percent Note [Member] | ||
Debt Instrument [Line Items] | ||
Stated interest rate on debt agreement | 4.625% | |
Principal amount | $ 650,000,000 | |
Early Redemption Price | 104.625% | |
Debt Instrument Percentage Of Outstanding Principal Amount Redeemable Upon Event Of Early Redemption | 35% | |
4.625 Percent Note [Member] | Debt Instrument, Redemption, Period Three [Member] | ||
Debt Instrument [Line Items] | ||
Redemption Price | 102.313% | |
4.625 Percent Note [Member] | Debt Instrument, Redemption, Period Four | ||
Debt Instrument [Line Items] | ||
Redemption Price | 101.156% | |
4.625 Percent Note [Member] | Debt Instrument, Redemption, Period Five | ||
Debt Instrument [Line Items] | ||
Redemption Price | 100% | |
4.875 Percent Note [Member] | ||
Debt Instrument [Line Items] | ||
Stated interest rate on debt agreement | 4.875% | |
Principal amount | $ 500,000,000 | |
Early Redemption Price | 104.875% | |
Debt Instrument Percentage Of Outstanding Principal Amount Redeemable Upon Event Of Early Redemption | 35% | |
4.875 Percent Note [Member] | Debt Instrument, Redemption, Period Five | ||
Debt Instrument [Line Items] | ||
Redemption Price | 102.438% |
Long-Term Debt - Redemption Pri
Long-Term Debt - Redemption Price, Percentage (Details) - 4.875 Percent Note [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Debt Instrument, Redemption, Period Five | |
Debt Instrument, Redemption [Line Items] | |
Redemption Price | 102.438% |
Debt Instrument, Redemption, Period 5 [Domain] | |
Debt Instrument, Redemption [Line Items] | |
Redemption Price | 101.625% |
Debt Redemption Period Seven | |
Debt Instrument, Redemption [Line Items] | |
Redemption Price | 100.813% |
Debt Redemption Period Eight | |
Debt Instrument, Redemption [Line Items] | |
Redemption Price | 100% |
Long-Term Debt - Financial Cove
Long-Term Debt - Financial Covenants Include Required Specified Ratios (Details) | Dec. 31, 2023 |
Line of Credit Facility [Line Items] | |
Minimum Consolidated Liquidity Ratio | 125% |
Minimum Consolidated Fixed Charge Coverage Ratio | 193% |
Maximum Consolidated Total Lease Adjusted Leverage Ratio | 297% |
Required ratio | |
Line of Credit Facility [Line Items] | |
Minimum Consolidated Liquidity Ratio | 105% |
Minimum Consolidated Fixed Charge Coverage Ratio | 120% |
Maximum Consolidated Total Lease Adjusted Leverage Ratio | 575% |
Long-Term Debt Long-Term Debt_2
Long-Term Debt Long-Term Debt - Covenants (Details) | Dec. 31, 2023 USD ($) |
2016 Credit facility | |
Line of Credit Facility [Line Items] | |
Minimum EBTDAR to rent ratio | 1,123% |
2016 Credit facility | Required ratio | |
Line of Credit Facility [Line Items] | |
Minimum EBTDAR to rent ratio | 150% |
2019 Mortgage Facility [Member] | Minimum | |
Line of Credit Facility [Line Items] | |
Net income and retained earnings free of restrictions | $ 270,400,000 |
Long-Term Debt - Derivative Ins
Long-Term Debt - Derivative Instruments and Hedging Activities Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivatives, Fair Value [Line Items] | |||
Unamortized premium | $ 2,100 | $ 1,700 | |
Incremental interest expense | 700 | 0 | $ 0 |
Derivative, Fair Value, Net | $ 1,000 | $ 500 |
Long-Term Debt - Summary of Int
Long-Term Debt - Summary of Interest Received and Paid under Term of Cash Flow Swap (Details) | Dec. 31, 2023 USD ($) |
Derivatives, Fair Value [Line Items] | |
Payment of interest rate | $ 0 |
One-month LIBOR rate | 5.344% |
Cash Flow Swap B | |
Derivatives, Fair Value [Line Items] | |
Notional Amount | $ 250,000,000 |
Pay Rate | 5% |
Cash Flow Swap C | |
Derivatives, Fair Value [Line Items] | |
Notional Amount | $ 125,000,000 |
Pay Rate | 5% |
Cash Flow Swap D | |
Derivatives, Fair Value [Line Items] | |
Notional Amount | $ 500,000,000 |
Pay Rate | 5% |
Long-Term Debt - 2019 Mortgage
Long-Term Debt - 2019 Mortgage Facility (Details) - USD ($) $ in Thousands | 21 Months Ended | 30 Months Ended |
Dec. 31, 2024 | Sep. 30, 2027 | |
Debt Disclosure [Abstract] | ||
Cash paid to extinguish of debt instrument including early redemption premium and accrued and unpaid interest | $ 4,000 | $ 6,000 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes for Continuing Operations - Benefit (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ (62,600) | $ (93,800) | $ (80,400) |
State | (19,700) | (20,400) | (16,600) |
Total current | (82,300) | (114,200) | (97,000) |
Deferred | 18,600 | 12,700 | (12,300) |
Total provision for income taxes - benefit (expense) | $ (63,700) | $ (101,500) | $ (109,300) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes [Line Items] | ||
Net long-term deferred tax asset | $ 40,600 | $ 22,000 |
Gross deferred tax assets related to state net operating loss carryforwards | $ 158,100 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Statutory Federal Income Tax Rate with Federal and State Overall Effective Income Tax Rate from Continuing Operations (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. statutory federal income tax rate | 21% | 21% | 21% |
Effective state income tax rate | 6.10% | 7.80% | 2.60% |
Valuation allowance adjustments | (0.30%) | (0.80%) | 0.20% |
Uncertain tax positions | 2.20% | (0.10%) | 0.20% |
Effect of goodwill impairment and indefinite lived intangible assets | 0% | 24.90% | 0% |
Non-deductible compensation | 1.40% | 2.20% | 0.60% |
Other | (4.10%) | (1.60%) | (0.70%) |
Effective Income Tax Rate Reconciliation, Percent, Total | 26.30% | 53.40% | 23.90% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Accruals and reserves | $ 40,100 | $ 33,900 |
State net operating loss carryforwards | 6,700 | 6,700 |
Deferred Tax Assets Basis Difference Related to ROU Assets | 84,600 | 124,700 |
Other | 4,800 | 5,000 |
Deferred Tax Assets, Net of Valuation Allowance, Total | 136,200 | 170,300 |
Deferred tax liabilities: | ||
Basis difference in property and equipment | (2,500) | (14,300) |
Basis difference in goodwill | (13,200) | (6,300) |
Deferred Tax Liability Basis Difference in ROU Assets | (71,300) | (119,300) |
Other | (2,300) | (2,800) |
Total deferred tax liabilities | (89,300) | (142,700) |
Valuation allowance | (6,300) | (5,600) |
Net deferred tax asset (liability) | $ (40,600) | $ 22,000 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Related Party Costs | $ 2,500 | ||
SFC | |||
Related Party Transaction [Line Items] | |||
Aggregate annual rent for leased aircraft usage | 1,600 | $ 100 | $ 1,500 |
Oil-Chem | |||
Related Party Transaction [Line Items] | |||
Purchase from related party | 1,200 | 1,100 | 1,200 |
SMISC Holdings, Inc. | |||
Related Party Transaction [Line Items] | |||
Purchase from related party | $ 900 | 800 | 700 |
SMI subsidiaries | |||
Related Party Transaction [Line Items] | |||
Vehicle sales to related party | $ 40 | $ 100 | |
Revenue, Related and Nonrelated Party Status [Extensible Enumeration] | |||
Minimum | Mr. Marcus G. Smith | SFC | |||
Related Party Transaction [Line Items] | |||
Ownership percentage | 10% |
Capital Structure and Per Sha_2
Capital Structure and Per Share Data - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) Vote Class $ / shares shares | Dec. 31, 2022 USD ($) shares | |
Capital Structure And Per Share Data [Line Items] | ||
Preferred stock shares authorized | 3,000,000 | |
Preferred stock, issued | 0 | |
Number of classes of common stock | Class | 2 | |
Class A convertible preferred stock | ||
Capital Structure And Per Share Data [Line Items] | ||
Preferred stock shares authorized | 300,000 | |
Preferred Stock par value (in dollars per share) | $ / shares | $ 0.10 | |
Preferred stock shares redeemed | 13,801.5 | |
Preferred stock redemption price (in dollars per share) | $ / shares | $ 1,000 | |
Series I Preferred Stock | ||
Capital Structure And Per Share Data [Line Items] | ||
Preferred stock authorized (in shares) | 100,000 | |
Series II Preferred Stock | ||
Capital Structure And Per Share Data [Line Items] | ||
Preferred stock authorized (in shares) | 100,000 | |
Series III Preferred Stock | ||
Capital Structure And Per Share Data [Line Items] | ||
Preferred stock authorized (in shares) | 100,000 | |
Class A common stock | ||
Capital Structure And Per Share Data [Line Items] | ||
Common stock, shares authorized | 100,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |
Common stock, number of votes per share | Vote | 1 | |
Number of shares of class A common stock issuable against each share of class B common stock | 1 | |
Authorized amount expend on repurchase of shares | $ | $ 1,500,000,000 | |
Common stock class A, share repurchase price per share (in dollars per share) | $ / shares | $ 25.80 | |
Remaining authorized amount | $ | $ 286,700,000 | |
Treasury Stock, Common, Shares | 46,686,608 | 43,370,598 |
Class B common stock | ||
Capital Structure And Per Share Data [Line Items] | ||
Common stock, shares authorized | 30,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |
Common stock, number of votes per share | Vote | 10 |
Capital Structure and Per Sha_3
Capital Structure and Per Share Data - Dilutive Effect on Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Jan. 01, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||||
Weighted Average Shares (in shares) | 35,000 | 38,700 | 41,400 | |
Weighted Average Shares, Diluted (in shares) | 35,900 | 39,700 | 43,300 | |
Net Income (Loss), Amount | $ 178,200 | $ 178,200 | $ 88,500 | $ 348,900 |
Earnings (loss) per common share (usd per share) | $ 5.09 | $ 2.29 | $ 8.43 | |
Earnings (loss) per common share (usd per share) | $ 4.97 | $ 2.23 | $ 8.06 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) $ in Thousands | 12 Months Ended | |||||||||
Dec. 31, 2023 USD ($) Plans Employer Members shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 shares | Mar. 31, 2023 USD ($) | Jun. 30, 2022 shares | Jun. 30, 2021 shares | Jun. 30, 2020 shares | Jun. 30, 2017 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of active stock compensation plans | Plans | 2 | |||||||||
Restricted stock shares | shares | 400,000 | |||||||||
Number of employers obligated to make contribution under multiemployer plan | Employer | 160 | |||||||||
Number of employee increase / (decrease) under multiemployer benefit percentage | (9.60%) | 4.30% | ||||||||
Total contributions of multi employer Plan | 5% | |||||||||
Multiemployer Plan, Increase in Employer Contribution, Business Combination, Percentage | 2% | |||||||||
AI Pension Plan projected pension liability | $ 1,000,000 | |||||||||
AI Pension Plan special financial assistance | $ 1,100,000 | |||||||||
SERP | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Members of senior management | Members | 13 | |||||||||
Restricted stock units and restricted stock awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Tax benefit recognized | $ 6,600 | $ 5,600 | $ 4,000 | |||||||
Restricted stock units and restricted stock awards | Selling, general and administrative expenses | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation expense | 23,300 | 20,500 | 15,000 | |||||||
Restricted stock units and restricted stock awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation expense not yet recognized | $ 39,800 | |||||||||
Total compensation cost related to non-vested options expected to be recognized over weighted average period | 2 years 10 months 24 days | |||||||||
401(k) plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Employer contribution | $ 13,200 | $ 12,100 | $ 10,400 | |||||||
2012 Formula Plan | Class A common stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized | shares | 600,000 | 500,000 | 300,000 | |||||||
2012 Plan | Restricted stock units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock award vesting period | 3 years | |||||||||
2012 Plan | Restricted stock units | Executive officers and other key associates | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted stock shares | shares | 412,000 | |||||||||
2012 Plan | Restricted stock awards | Board of Directors | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted stock shares | shares | 40,000 | |||||||||
2012 Plan | Class A common stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized | shares | 8,000,000 | 6,000,000 | 4,000,000 | 2,000,000 | ||||||
2012 Formula Plan and 2004 Plan | Class A common stock | Options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock option expiration period | 10 years | |||||||||
2012 Formula Plan and 2004 Plan | Class A common stock | Options | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock award vesting period | 3 years | |||||||||
2012 Formula Plan and 2004 Plan | Class A common stock | Restricted stock awards and restricted stock units | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock award vesting period | 1 year | |||||||||
2012 Formula Plan and 2004 Plan | Class A common stock | Restricted stock awards and restricted stock units | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock award vesting period | 3 years |
Employee Benefit Plans - Status
Employee Benefit Plans - Status of Stock Options Related to Stock Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding Beginning Balance | 1,200,000 | ||
Options Outstanding Exercisable | 500,000 | ||
Options Outstanding Ending Balance | 500,000 | 1,200,000 | |
Exercise Price Per Share, Exercised | $ (700,000) | ||
Weighted Average Exercise Price Per Share, Exercisable | $ 16.76 | $ 16.76 | |
Weighted Average Remaining Contractual Term, Exercisable | 6 years 3 months 18 days | 7 years 3 months 18 days | |
Aggregate Intrinsic Value, Beginning Balance | $ 18,600 | $ 40,200 | |
Aggregate Intrinsic Value, Exercisable | 18,600 | ||
Intrinsic value of stock options exercised | $ 27,800 | $ 18,000 | $ 15,400 |
Non-vested Restricted Stock Awards and Restricted Stock Units, Granted | 400,000 | ||
Executive officers and other key associates | Restricted stock units | 2012 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-vested Restricted Stock Awards and Restricted Stock Units, Granted | 412,000 | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise Price Per Share, Exercisable | $ 16.76 | $ 16.76 | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise Price Per Share, Exercisable | $ 16.76 | $ 16.76 |
Employee Benefit Plans - Stat_2
Employee Benefit Plans - Status of Non-Vested Restricted Stock and Restricted Stock Unit Grants Related to Stock Plans (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Non-vested Restricted Stock Awards and Restricted Stock Units, Beginning Balance | 1,500 | ||
Non-vested Restricted Stock Awards and Restricted Stock Units, Granted | 400 | ||
Non-vested Restricted Stock Awards and Restricted Stock Units, Forfeited | 0 | ||
Non-vested Restricted Stock Awards and Restricted Stock Units, Vested | (300) | ||
Non-vested Restricted Stock Awards and Restricted Stock Units, Ending Balance | 1,600 | ||
Weighted Average Grant Date Fair Value per Share, Beginning Balance | $ 36.12 | ||
Weighted Average Grant Date Fair Value per Share, Granted | 54.58 | ||
Weighted Average Grant Date Fair Value per Share, Forfeited | 47.68 | ||
Weighted Average Grant Date Fair Value per Share, Vested | 47.18 | ||
Weighted Average Grant Date Fair Value per Share, Ending Balance | 39.72 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 4.17 | $ 4.17 | $ 4.17 |
Employee Benefit Plans - Stat_3
Employee Benefit Plans - Status of Supplemental Executive Retirement Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Change in fair value of plan assets: | ||
Plan assets at January 1 | $ 0 | |
Actual return on plan assets | 0 | $ 0 |
Plan assets at December 31 | 0 | |
Other Long-Term Liabilities | 89,600 | 105,500 |
Other accrued liabilities | 370,200 | 352,400 |
SERP | ||
Change in projected benefit obligation: | ||
Obligation at beginning of year | 20,700 | 23,500 |
Service cost | 1,100 | 1,600 |
Interest cost | 1,000 | 600 |
Actuarial loss (gain) | (100) | (4,600) |
Benefits paid | (400) | (400) |
Obligation at end of year | 22,300 | 20,700 |
Accumulated benefit obligation | 17,800 | 15,500 |
Change in fair value of plan assets: | ||
Plan assets at January 1 | 0 | 0 |
Employer contributions | 400 | 400 |
Benefits paid | (400) | (400) |
Plan assets at December 31 | 0 | 0 |
Funded status recognized | (22,300) | (20,700) |
Other Long-Term Liabilities | 21,900 | 20,300 |
Other accrued liabilities | $ 400 | $ 400 |
Employee Benefit Plans - Cost C
Employee Benefit Plans - Cost Components of Supplemental Executive Retirement Plan (Details) - SERP - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 1,100 | $ 1,600 |
Interest cost | 1,000 | 600 |
Defined Benefit Plan, Amortization of Gain (Loss) | (200) | 0 |
Net pension expense (benefit) | $ 1,900 | $ 2,200 |
Employee Benefit Plans - Weight
Employee Benefit Plans - Weighted Average Assumptions Used to Determine Benefit Obligation and Net Periodic Benefit Costs (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Discount rate | 4.76% | 4.93% |
Rate of compensation increase | 3% | 3% |
Employee Benefit Plans - Estima
Employee Benefit Plans - Estimated Future Benefit Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Retirement Benefits [Abstract] | |
2019 | $ 400 |
2020 | 400 |
2021 | 400 |
2022 | 500 |
2023 | 500 |
2029 - 2033 | $ 8,200 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Multi-Employer Pension Plans Affecting Period-to-Period Comparability of Contributions (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) store | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Retirement Benefits [Abstract] | |||
Pension Fund | AI Pension Plan | ||
Entity Tax Identification Number | 56-2010790 | ||
Multiemployer Plan, Pension, Insignificant, Certified Zone Status [Fixed List] | Red | Red | |
Sonic Contributions | $ | $ 200 | $ 200 | $ 100 |
Surcharge Imposed | Yes | ||
Collective-Bargaining Agreement Expiration Date | BetweenNovember 2024and January 2025 | ||
Number of stores contributing to pension plan | store | 3 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Recorded at Fair Value (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities: | ||||
Equity Securities without Readily Determinable Fair Value, Downward Price Adjustment, Annual Amount | $ (116,400,000) | |||
Goodwill | 0 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Franchise assets | 254,700,000 | |||
Asset impairment charges | $ 79,300,000 | 320,400,000 | $ 100,000 | |
Other Real Estate, Valuation Adjustments | $ 5,700,000 | |||
Goodwill | ||||
Liabilities: | ||||
Equity Securities without Readily Determinable Fair Value, Downward Price Adjustment, Annual Amount | (202,900,000) | |||
Fair Value Based on Significant Other Observable Inputs (Level 2) | ||||
Assets: | ||||
Cash surrender value of life insurance policies | 42,900,000 | 38,200,000 | ||
Cash flow swaps and interest rate caps designated as hedges | 1,000,000 | 0 | ||
Total assets | 43,900,000 | $ 38,200,000 | ||
Fair Value Based on Significant Other Observable Inputs (Level 2) | Other current assets | ||||
Assets: | ||||
Cash flow swaps and interest rate caps designated as hedges | $ 1,000,000 |
Fair Value Measurements - Ass_2
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||
Goodwill | $ 0 | |
Franchise assets | 254,700 | |
Total Gain (loss) on long-lived assets held and used | $ (42,700) | $ (1,100) |
Total Gain (loss) on goodwill | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value and Carrying Value of Fixed Rate Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term Debt, Carrying Value | $ 1,676,600 | $ 1,751,700 |
Mortgage Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term Debt, Fair Value | 156,600 | 174,000 |
Long-term Debt, Carrying Value | $ 163,000 | $ 186,600 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Contingencies And Commitments [Line Items] | ||
Maximum exposure associated with general indemnifications | $ 8,000 | |
Contingent liability reserve balance after reduction | 4,300 | |
Other accrued liabilities | ||
Contingencies And Commitments [Line Items] | ||
Amount reserved for pending proceedings | 400 | $ 1,500 |
Other long-term liabilities | ||
Contingencies And Commitments [Line Items] | ||
Amount reserved for pending proceedings | $ 300 | $ 300 |
Dealership | ||
Contingencies And Commitments [Line Items] | ||
Joint venture ownership percentage | 50% | |
Minimum | ||
Contingencies And Commitments [Line Items] | ||
General indemnifications expiration period | 1 year | |
Maximum | ||
Contingencies And Commitments [Line Items] | ||
General indemnifications expiration period | 3 years |
Commitments and Contingencies_2
Commitments and Contingencies - Financial Covenants Related to Amended Subordination and Guaranty Agreement (Details) | Dec. 31, 2023 |
Subordination Agreement And Additional Financial Covenant [Line Items] | |
Minimum Consolidated Liquidity Ratio | 125% |
Minimum Consolidated Fixed Charge Coverage Ratio | 193% |
Maximum Consolidated Total Lease Adjusted Leverage Ratio | 297% |
Required ratio | |
Subordination Agreement And Additional Financial Covenant [Line Items] | |
Minimum Consolidated Liquidity Ratio | 105% |
Minimum Consolidated Fixed Charge Coverage Ratio | 120% |
Maximum Consolidated Total Lease Adjusted Leverage Ratio | 575% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Summary of Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | $ 895,200 | $ 1,076,400 | $ 814,800 |
Other comprehensive income (loss) before reclassifications | 500 | 2,900 | 2,300 |
Amounts reclassified out of accumulated other comprehensive income (loss) | (500) | 0 | 0 |
Other comprehensive income (loss) | 0 | 2,900 | 2,300 |
Ending Balance | 891,900 | 895,200 | 1,076,400 |
Other comprehensive income (loss) before reclassifications, tax expense | 200 | (100) | 500 |
Amounts reclassified out of accumulated other comprehensive income (loss), tax expense | (200) | ||
Other comprehensive income (loss) before reclassifications, tax expense | 200 | (100) | 500 |
Tax benefit associated with change in pension actuarial loss | 0 | 1,300 | 500 |
Amounts reclassified out of accumulated other comprehensive income (loss), tax expense | (200) | ||
Gains and (Losses) on Cash Flow Hedges | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (900) | (500) | (1,500) |
Other comprehensive income (loss) before reclassifications | 600 | (400) | 1,000 |
Amounts reclassified out of accumulated other comprehensive income (loss) | (500) | 0 | 0 |
Other comprehensive income (loss) | 100 | (400) | 1,000 |
Ending Balance | (800) | (900) | (500) |
Defined Benefit Pension Plan | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | 2,500 | (800) | (2,100) |
Other comprehensive income (loss) before reclassifications | (100) | 3,300 | 1,300 |
Amounts reclassified out of accumulated other comprehensive income (loss) | 0 | 0 | 0 |
Other comprehensive income (loss) | (100) | 3,300 | 1,300 |
Ending Balance | 2,400 | 2,500 | (800) |
Accumulated Other Comprehensive Income (Loss) | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | 1,600 | (1,300) | (3,600) |
Ending Balance | $ 1,600 | 1,600 | (1,300) |
Tax benefit associated with change in pension actuarial loss | $ 1,300 | $ 500 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting [Abstract] | |||
Number of operating segments | Segment | 3 | ||
Debt Extinguishment Costs | $ 15,500 | ||
Nonrecurring Compensation Expense | 6,500 | ||
Gain (Loss) on Disposition of Property Plant Equipment | $ 9,100 | ||
Loss on Property Damage | $ (1,900) | ||
Gain on Franchise Disposal | $ 20,900 | $ 1,800 | |
Gain (loss) pre-tax loss on long-term compensation expense | $ 4,400 |
Segment Information - Summary o
Segment Information - Summary of Reportable Operating Segment (Details) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | $ 423,600,000 | $ 314,000,000 | $ 538,400,000 | ||
Interest expense, other, net | (114,600,000) | (89,900,000) | (48,000,000) | ||
Other income (expense), net | 100,000 | 200,000 | (15,500,000) | ||
Income (loss) before taxes | 241,900,000 | 190,000,000 | 458,200,000 | ||
Segment Schedule Footnotes | |||||
Asset impairment charges | 79,300,000 | 320,400,000 | 100,000 | ||
Nonrecurring Compensation Expense | 6,500,000 | ||||
Total floor plan interest expense | 67,200,000 | 34,300,000 | 16,700,000 | ||
Depreciation, Depletion and Amortization, Nonproduction | 142,300,000 | 127,500,000 | 101,100,000 | ||
Total assets | $ 5,364,600,000 | 5,364,600,000 | 4,978,300,000 | ||
Cash and cash equivalents | 28,900,000 | 28,900,000 | 229,200,000 | 299,400,000 | $ 170,300,000 |
Goodwill | 253,800,000 | 253,800,000 | 231,000,000 | 416,400,000 | |
Intangible Assets, Net (Excluding Goodwill) | 417,400,000 | $ 417,400,000 | 396,700,000 | ||
Number of operating segments | Segment | 3 | ||||
Segment Income | $ 321,200,000 | 510,400,000 | 458,300,000 | ||
EchoPark Segment Income | (132,500,000) | (133,900,000) | (72,000,000) | ||
Powersports Segment Segment Income | 5,700,000 | 2,700,000 | 0 | ||
Segment Retail Units Sold | |||||
Franchised Dealerships Used Vehicle Revenue | 3,050,300,000 | 3,391,500,000 | 2,901,000,000 | ||
Franchised Dealerships Wholesale Revenue | 204,500,000 | 314,000,000 | 257,200,000 | ||
Franchised Dealerships Fixed Ops Revenue | 1,714,200,000 | 1,588,000,000 | 1,340,400,000 | ||
Franchised Dealerships F&I Revenue | 498,600,000 | 510,100,000 | 443,500,000 | ||
Franchised Dealerships Segment Revenue | 11,774,800,000 | 11,484,600,000 | 10,051,100,000 | ||
EchoPark New Vehicle Revenue | 1,000,000 | 9,200,000 | 9,000,000 | ||
EchoPark Used Vehicle Revenue | 2,143,800,000 | 2,116,800,000 | 2,032,600,000 | ||
EchoPark Wholesale Revenue | 111,700,000 | 170,600,000 | 110,000,000 | ||
EchoPark F&I Revenue | 177,900,000 | 166,400,000 | 193,700,000 | ||
EchoPark Segment Revenue | 2,434,400,000 | 2,463,000,000 | 2,345,300,000 | ||
Powersports Used Vehicle Revenue | 19,500,000 | 7,100,000 | 0 | ||
Powersports Wholesale Vehicle Revenue | 2,600,000 | 300,000 | 0 | ||
Powersports Fixed Ops Revenue | 45,300,000 | 11,700,000 | 0 | ||
Powersports F&I Revenue | 7,200,000 | 2,600,000 | 0 | ||
Powersports Segment Revenues | 163,200,000 | 53,500,000 | 0 | ||
Total revenues | 14,372,400,000 | 14,001,100,000 | 12,396,400,000 | ||
EchoPark Segment Assets | 667,900,000 | 667,900,000 | 267,600,000 | ||
PowerSport Segment Assets [Domain] | 212,000,000 | 212,000,000 | 117,800,000 | ||
Powersport Interest Expense, Other, Net | 1,700,000 | 1,000,000 | 0 | ||
Powersports Floorplan Exp | 600,000 | 0 | 0 | ||
Powersports Depreciation and Amortization | 3,400,000 | 1,000,000 | 0 | ||
Debt Extinguishment Costs | 15,500,000 | ||||
Gain (Loss) on Disposition of Property Plant Equipment | 9,100,000 | ||||
Gain (loss) pre-tax loss on long-term compensation expense | 4,400,000 | ||||
Powersports Capital Expenditures | 6,900,000 | 200,000 | 0 | ||
Echo Park [Member] | |||||
Segment Schedule Footnotes | |||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 19,700,000 | ||||
Asset impairment charges | 16,700,000 | ||||
Property, Plant and Equipment | Echo Park [Member] | |||||
Segment Schedule Footnotes | |||||
Asset impairment charges | $ 10,200,000 | ||||
Fleet new vehicles | |||||
Segment Retail Units Sold | |||||
Total revenues | 92,200,000 | 99,400,000 | 124,600,000 | ||
Total new vehicles | |||||
Segment Retail Units Sold | |||||
Total revenues | 6,396,800,000 | 5,722,000,000 | 5,118,000,000 | ||
Retail new vehicles | |||||
Segment Retail Units Sold | |||||
Powersports New Vehicle Revenue | 88,600,000 | 31,800,000 | 0 | ||
Total revenues | 6,304,600,000 | 5,622,600,000 | 4,993,400,000 | ||
Echo Park [Member] | |||||
Segment Schedule Footnotes | |||||
Asset impairment charges | 204,900,000 | 100,000 | |||
Echo Park [Member] | Property, Plant and Equipment | |||||
Segment Schedule Footnotes | |||||
Asset impairment charges | 78,300,000 | ||||
EchoPark Total Impairment [Member] | |||||
Segment Schedule Footnotes | |||||
Asset impairment charges | 78,300,000 | 204,900,000 | |||
Franchised Dealership Impairment [Member] | |||||
Segment Schedule Footnotes | |||||
Asset impairment charges | 1,000,000 | 0 | |||
Franchised Dealership Impairment [Member] | Property, Plant and Equipment | |||||
Segment Schedule Footnotes | |||||
Asset impairment charges | 1,000,000 | ||||
FranchisedDealershipMember [Member] | Fleet new vehicles | |||||
Segment Retail Units Sold | |||||
Total revenues | 92,200,000 | 99,400,000 | 124,600,000 | ||
FranchisedDealershipMember [Member] | TotalNewVehicle | |||||
Segment Retail Units Sold | |||||
Total revenues | 6,307,200,000 | 5,681,000,000 | 5,109,000,000 | ||
FranchisedDealershipMember [Member] | Retail new vehicles | |||||
Segment Retail Units Sold | |||||
Total revenues | $ 6,215,000,000 | 5,581,600,000 | 4,984,400,000 | ||
Franchised Dealerships [Member] | |||||
Segment Schedule Footnotes | |||||
Asset impairment charges | $ 115,500,000 | ||||
PreOwnedStoreMember [Member] | |||||
Segment Schedule Footnotes | |||||
Asset impairment charges | $ 100,000 |
Summary of Quarterly Financial
Summary of Quarterly Financial Data (Unaudited) - Consolidated Statements of Income by Quarter (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jan. 01, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | ||||
Gross profit | $ 2,245,700 | $ 2,317,000 | $ 1,914,300 | |
Net income (loss) | $ 178,200 | $ 178,200 | $ 88,500 | $ 348,900 |
Earnings (loss) per common share - Basic (usd per share) | $ 5.09 | $ 2.29 | $ 8.43 | |
Earnings (loss) per common share - Diluted (usd per share) | $ 4.97 | $ 2.23 | $ 8.06 |
Summary of Quarterly Financia_2
Summary of Quarterly Financial Data (Unaudited) - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Unaudited Quarterly Financial Data [Line Items] | |||
Asset impairment charges | $ 79,300,000 | $ 320,400,000 | $ 100,000 |
Long-term compensation costs | $ 6,500,000 | ||
Franchised dealerships | |||
Condensed Unaudited Quarterly Financial Data [Line Items] | |||
Asset impairment charges | $ 115,500,000 |
Leases, Codification Topic 84_2
Leases, Codification Topic 842 (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease liabilities | $ 249,100 | |
Finance Lease, Liability | 264,700 | |
Lessee, Lease, Description [Line Items] | ||
Finance Lease, Principal Payments | 14,300 | $ 8,400 |
Finance Lease, Interest Payment on Liability | 18,400 | 13,100 |
Operating Lease, Payments | 48,200 | 54,300 |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | 49,300 | 137,700 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 17,000 | $ 7,900 |
Finance Lease, Weighted Average Remaining Lease Term | 12 years 3 months 18 days | 12 years 2 months 12 days |
Operating Lease, Weighted Average Remaining Lease Term | 10 years 7 months 6 days | 9 years 2 months 12 days |
Finance Lease, Weighted Average Discount Rate, Percent | 7.59% | 7.39% |
Operating Lease, Weighted Average Discount Rate, Percent | 7.02% | 6.43% |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 store | Dec. 31, 2021 USD ($) | Jan. 01, 2022 USD ($) $ / shares shares | |
Subsequent Event [Line Items] | ||||
Number of franchises disposed | store | 0 | |||
Cash generated from disposition | $ 52,200 | $ 6,600 | ||
Subsequent Class A Common Stock Repurchase | shares | 0 | |||
Subsequent Class A Common Stock Repurchase Ave Price | $ / shares | $ 0 | |||
Subsequent Class A Common Stock Repurchase Amount | $ 0 |
Uncategorized Items - sah-20231
Label | Element | Value |
Echo Park [Member] | ||
Real Estate, Fair Value | sah_RealEstateFairValue | $ 55,500,000 |
Retained Earnings [Member] | ||
Net Income (Loss) | us-gaap_NetIncomeLoss | $ 178,200,000 |