Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 18, 2021 | Jun. 30, 2020 | |
Document and Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
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 | 2020 | ||
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 | No | ||
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 | $ 916.8 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the registrant’s 2021 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 | 29,797,727 | ||
Class B Common stock | |||
Document and Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 12,029,375 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current Assets: | ||
Cash and cash equivalents | $ 170,313 | $ 29,103 |
Receivables, net | 371,666 | 432,742 |
Inventories | 1,247,254 | 1,517,875 |
Other current assets | 93,334 | 37,890 |
Total current assets | 1,882,567 | 2,017,610 |
Property, Plant and Equipment, Net | 1,120,526 | 1,097,247 |
Goodwill | 213,977 | 475,791 |
Intangible Assets, Net (Excluding Goodwill) | 64,300 | 64,300 |
ROU assets | 330,322 | 337,842 |
Finance Lease, Right-of-Use Asset | 60,121 | 34,691 |
Other Assets | 74,180 | 43,554 |
Total Assets | 3,745,993 | 4,071,035 |
Current Liabilities: | ||
Notes payable - floor plan - trade | 585,225 | 860,871 |
Notes payable - floor plan - non-trade | 739,019 | 678,223 |
Trade accounts payable | 105,098 | 135,217 |
Operating Lease, Liability, Current | 42,339 | 43,332 |
Finance Lease, Liability, Current | 3,515 | 1,564 |
Accrued interest | 8,496 | 10,830 |
Other accrued liabilities | 279,477 | 266,211 |
Current maturities of long-term debt | 68,244 | 69,908 |
Total current liabilities | 1,831,413 | 2,066,156 |
Long-Term Debt | 651,823 | 636,978 |
Deferred Tax and Other Liabilities, Noncurrent | 345 | 8,927 |
Other Long-Term Liabilities | 88,753 | 73,746 |
Operating Lease, Liability, Noncurrent | 296,564 | 304,151 |
Finance Lease, Liability, Noncurrent | 62,290 | 36,313 |
Commitments and Contingencies | ||
Stockholders’ Equity: | ||
Class A Convertible Preferred Stock, none issued | 0 | 0 |
Paid-in capital | 767,599 | 755,904 |
Retained Earnings (Accumulated Deficit) | 721,770 | 790,158 |
Accumulated other comprehensive income (loss) | (3,616) | (2,062) |
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 | (671,725) | (600,004) |
Total Stockholders’ Equity | 814,805 | 944,764 |
Total Liabilities and Stockholders’ Equity | 3,745,993 | 4,071,035 |
Dividends, Common Stock | 12,191 | |
Retained Earnings | ||
Stockholders’ Equity: | ||
Total Stockholders’ Equity | 721,770 | 790,158 |
Class A common stock | ||
Stockholders’ Equity: | ||
Common stock, value | 656 | 647 |
Dividends, Common Stock | 12,430 | |
Class A common stock | Retained Earnings | ||
Stockholders’ Equity: | ||
Dividends, Common Stock | 12,191 | 12,430 |
Class B common stock | ||
Stockholders’ Equity: | ||
Common stock, value | 121 | 121 |
Dividends, Common Stock | 4,812 | 4,812 |
Class B common stock | Retained Earnings | ||
Stockholders’ Equity: | ||
Dividends, Common Stock | $ 4,812 | $ 4,812 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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 | 65,607,628 | 64,733,667 |
Common stock, shares outstanding | 29,797,727 | 31,105,000 |
Treasury stock, shares | 35,809,901 | 33,628,667 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | |||
Total revenues | $ 9,767,042,000 | $ 10,454,343,000 | $ 9,951,630,000 |
Cost of Sales: | |||
Total cost of sales | (8,343,397,000) | (8,933,326,000) | (8,505,505,000) |
Gross profit | 1,423,645,000 | 1,521,017,000 | 1,446,125,000 |
Selling, general and administrative expenses | (1,028,666,000) | (1,099,374,000) | (1,145,325,000) |
Impairment charges | 270,017,000 | 20,768,000 | 29,514,000 |
Depreciation and amortization | (91,023,000) | (93,169,000) | (93,623,000) |
Operating income (loss) | 33,939,000 | 307,706,000 | 177,663,000 |
Other income (expense): | |||
Interest expense, floor plan | (27,228,000) | (48,519,000) | (48,398,000) |
Interest expense, other, net | (41,572,000) | (52,953,000) | (54,059,000) |
Other income (expense), net | 97,000 | (6,589,000) | 106,000 |
Total other income (expense) | (68,703,000) | (108,061,000) | (102,351,000) |
Income (loss) from continuing operations before taxes | (34,764,000) | 199,645,000 | 75,312,000 |
Provision for income taxes for continuing operations - benefit (expense) | (15,900,000) | (55,108,000) | (22,922,000) |
Income (loss) from continuing operations | (50,664,000) | 144,537,000 | 52,390,000 |
Discontinued operations: | |||
Income (loss) from discontinued operations before taxes | (1,002,000) | (554,000) | (1,017,000) |
Provision for income taxes for discontinued operations - benefit (expense) | 281,000 | 154,000 | 277,000 |
Income (loss) from discontinued operations | (721,000) | (400,000) | (740,000) |
Net income (loss) | $ (51,385,000) | $ 144,137,000 | $ 51,650,000 |
Basic earnings (loss) per common share: | |||
Earnings (loss) per share from continuing operations (usd per share) | $ (1.19) | $ 3.36 | $ 1.23 |
Earnings (loss) per share from discontinued operations (usd per share) | (0.02) | (0.01) | (0.02) |
Earnings (loss) per common share (usd per share) | $ (1.21) | $ 3.35 | $ 1.21 |
Weighted average common shares outstanding (in shares) | 42,483 | 43,016 | 42,708 |
Diluted earnings (loss) per common share: | |||
Earnings (loss) per share from continuing operations (usd per share) | $ (1.19) | $ 3.31 | $ 1.22 |
Earnings (loss) per share from discontinued operations (usd per share) | (0.02) | (0.01) | (0.02) |
Earnings (loss) per common share (usd per share) | $ (1.21) | $ 3.30 | $ 1.20 |
Weighted average common shares outstanding (in shares) | 42,483 | 43,710 | 42,950 |
EchoPark Total Impairment [Member] | |||
Cost of Sales: | |||
Impairment charges | $ 0 | $ 19,667,000 | $ 1,600,000 |
Franchised Dealership Impairment [Member] | |||
Cost of Sales: | |||
Impairment charges | 270,017,000 | 27,932,000 | |
New vehicles | |||
Revenues: | |||
Total revenues | 4,281,223,000 | 4,889,171,000 | 4,974,097,000 |
Cost of Sales: | |||
Total cost of sales | (4,047,132,000) | (4,656,084,000) | (4,732,595,000) |
Used vehicles | |||
Revenues: | |||
Total revenues | 3,564,832,000 | 3,489,972,000 | 2,973,498,000 |
Cost of Sales: | |||
Total cost of sales | (3,458,834,000) | (3,342,576,000) | (2,830,510,000) |
Wholesale vehicles | |||
Revenues: | |||
Total revenues | 197,378,000 | 202,946,000 | 217,625,000 |
Cost of Sales: | |||
Total cost of sales | (198,249,000) | (207,378,000) | (228,874,000) |
Total vehicles | |||
Revenues: | |||
Total revenues | 8,043,433,000 | 8,582,089,000 | 8,165,220,000 |
Cost of Sales: | |||
Total cost of sales | (7,704,215,000) | (8,206,038,000) | (7,791,979,000) |
Parts, service and collision repair | |||
Revenues: | |||
Total revenues | 1,233,735,000 | 1,395,303,000 | 1,380,887,000 |
Cost of Sales: | |||
Total cost of sales | (639,182,000) | (727,288,000) | (713,526,000) |
Finance, insurance and other, net | |||
Revenues: | |||
Total revenues | $ 489,874,000 | $ 476,951,000 | $ 405,523,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (51,385) | $ 144,137 | $ 51,650 |
Other comprehensive income (loss) before taxes: | |||
Change in fair value of interest rate swap and rate cap agreements | 1,476 | (3,819) | 2,173 |
Amortization of terminated interest rate swap agreements | (1,912) | (2,484) | (429) |
Pension actuarial income (loss) | (1,843) | (2,670) | 2,368 |
Total other comprehensive income (loss) before taxes | (2,279) | (8,973) | 4,112 |
Provision for income tax benefit (expense) related to components of other comprehensive income (loss) | 725 | 2,678 | (1,186) |
Other comprehensive income (loss) | (1,554) | (6,295) | 2,926 |
Comprehensive income (loss) | $ (52,939) | $ 137,842 | $ 54,576 |
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 stockCommon stock | Class A common stockTreasury Stock | Class A common stockRetained Earnings | Class B common stock | Class B common stockCommon stock | Class B common stockRetained Earnings |
Beginning Balance at Dec. 31, 2017 | $ 786,760 | $ 732,854 | $ 625,356 | $ 1,307 | $ 635 | $ (573,513) | $ 121 | ||||
Beginning Balance, Shares at Dec. 31, 2017 | 63,457 | 32,290 | 12,029 | ||||||||
Shares awarded under stock compensation plans | 352 | 345 | $ 7 | ||||||||
Shares awarded under stock compensation plans, shares | 740 | ||||||||||
Purchases of treasury stock | (24,110) | $ (24,110) | |||||||||
Purchases of treasury stock, shares | (1,186) | ||||||||||
Change in fair value of interest rate swap and rate cap agreements net of tax expense | 1,284 | 1,284 | |||||||||
Pension accrual income, net of tax | 1,642 | 1,642 | |||||||||
Restricted stock amortization | 11,853 | 11,853 | |||||||||
Net income (loss) | 51,650 | 51,650 | |||||||||
Stockholders' Equity, Other | 3,918 | ||||||||||
Dividends declared | (7,346) | $ (7,346) | $ (2,887) | $ (2,887) | |||||||
Ending Balance at Dec. 31, 2018 | 823,116 | 745,052 | 670,691 | 4,233 | $ 642 | $ (597,623) | $ 121 | ||||
Ending Balance, Shares at Dec. 31, 2018 | 64,197 | 33,476 | 12,029 | ||||||||
Shares awarded under stock compensation plans | 60 | 55 | $ 5 | ||||||||
Shares awarded under stock compensation plans, shares | 537 | ||||||||||
Purchases of treasury stock | (2,381) | $ (2,381) | |||||||||
Purchases of treasury stock, shares | (153) | ||||||||||
Change in fair value of interest rate swap and rate cap agreements net of tax expense | (4,359) | (4,359) | |||||||||
Pension accrual income, net of tax | (1,936) | (1,936) | |||||||||
Restricted stock amortization | 10,797 | 10,797 | |||||||||
Net income (loss) | 144,137 | 144,137 | |||||||||
Stockholders' Equity, Other | (7,428) | ||||||||||
Dividends declared | $ (12,430) | (12,430) | (4,812) | (4,812) | |||||||
Ending Balance at Dec. 31, 2019 | 944,764 | 755,904 | 790,158 | (2,062) | $ 647 | $ (600,004) | $ 121 | ||||
Ending Balance, Shares at Dec. 31, 2019 | 64,734 | 33,629 | 12,029 | ||||||||
Shares awarded under stock compensation plans | 0 | (9) | $ 9 | ||||||||
Shares awarded under stock compensation plans, shares | 874 | ||||||||||
Purchases of treasury stock | (71,721) | $ (71,721) | |||||||||
Purchases of treasury stock, shares | (2,181) | ||||||||||
Change in fair value of interest rate swap and rate cap agreements net of tax expense | (218) | (218) | |||||||||
Pension accrual income, net of tax | (1,336) | (1,336) | |||||||||
Restricted stock amortization | 11,704 | 11,704 | |||||||||
Net income (loss) | (51,385) | ||||||||||
Dividends declared | (12,191) | $ (12,191) | $ (4,812) | $ (4,812) | |||||||
Ending Balance at Dec. 31, 2020 | $ 814,805 | $ 767,599 | $ 721,770 | $ (3,616) | $ 656 | $ (671,725) | $ 121 | ||||
Ending Balance, Shares at Dec. 31, 2020 | 65,608 | 35,810 | 12,029 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Tax effect on fair value of interest rate swap and rate cap agreements | $ 218 | $ 1,944 | $ (460) |
Tax expense (benefit) associated with change in pension actuarial (income) loss | $ 507 | $ 734 | $ (726) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ (51,385,000) | $ 144,137,000 | $ 51,650,000 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization of property and equipment | 87,571,000 | 89,949,000 | 93,617,000 |
Provision for bad debt expense | 728,000 | 522,000 | 531,000 |
Other amortization | 4,000 | 5,000 | 617,000 |
Debt issuance cost amortization | 2,900,000 | 2,478,000 | 2,418,000 |
Stock-based compensation expense | 11,704,000 | 10,797,000 | 11,853,000 |
Deferred income taxes | (33,677,000) | (20,845,000) | (20,606,000) |
Net distributions from equity investee | 93,000 | (101,000) | (225,000) |
Asset impairment charges | 270,017,000 | 20,768,000 | 29,514,000 |
Loss (gain) on disposal of dealerships and property and equipment | (7,298,000) | (75,318,000) | (43,164,000) |
Loss (gain) on exit of leased dealerships | 0 | (170,000) | 1,709,000 |
Gain (Loss) on Extinguishment of Debt | 0 | 6,690,000 | 0 |
Changes in assets and liabilities that relate to operations: | |||
Receivables | 64,812,000 | 4,652,000 | 50,351,000 |
Inventories | 278,098,000 | (78,523,000) | (78,701,000) |
Other assets | (11,368,000) | 47,472,000 | 11,288,000 |
Notes payable - floor plan - trade | (275,646,000) | 39,797,000 | 16,836,000 |
Trade accounts payable and other liabilities | (55,474,000) | (21,396,000) | 15,987,000 |
Total adjustments | 332,464,000 | 26,777,000 | 92,025,000 |
Net cash provided by (used in) operating activities | 281,079,000 | 170,914,000 | 143,675,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of businesses, net of cash acquired | (19,747,000) | 0 | 0 |
Purchases of land, property and equipment | (127,183,000) | (125,576,000) | (163,619,000) |
Proceeds from sales of property and equipment | 37,105,000 | 10,841,000 | 19,554,000 |
Proceeds from sales of dealerships | 9,641,000 | 250,711,000 | 128,734,000 |
Proceeds from Life Insurance Policy | 0 | 805,000 | 0 |
Net cash provided by (used in) investing activities | (100,184,000) | 136,781,000 | (15,331,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net (repayments) borrowings on notes payable - floor plan - non-trade | 60,796,000 | (34,743,000) | 3,868,000 |
Borrowings on revolving credit facilities | 460,916,000 | 482,488,000 | 918,967,000 |
Repayments on revolving credit facilities | (460,916,000) | (482,488,000) | (993,967,000) |
Proceeds from issuance of long-term debt | 57,880,000 | 109,088,000 | 21,072,000 |
Debt issuance costs | (2,681,000) | (1,427,000) | (144,000) |
Principal payments and repurchase of long-term debt | (44,920,000) | (40,274,000) | (45,053,000) |
Repurchase of debt securities | 0 | (294,095,000) | 0 |
Purchases of treasury stock | (71,721,000) | (2,381,000) | (24,110,000) |
Issuance of shares under stock compensation plans | 0 | 60,000 | 352,000 |
Dividends paid | (17,133,000) | (15,493,000) | (9,827,000) |
Net cash provided by (used in) financing activities | (39,685,000) | (284,446,000) | (128,842,000) |
Reduction of Finance Lease Liabilities | (21,906,000) | (5,181,000) | 0 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 141,210,000 | 23,249,000 | (498,000) |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 29,103,000 | 5,854,000 | 6,352,000 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 170,313,000 | 29,103,000 | 5,854,000 |
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) | (218,000) | (4,359,000) | 1,284,000 |
Cash paid (received) during the period for: | |||
Income taxes | 56,844,000 | 72,752,000 | 35,217,000 |
Interest, including amount capitalized | 69,337,000 | 104,204,000 | 98,126,000 |
Tax effect on fair value of interest rate swap and rate cap agreements | $ 218,000 | $ 1,944,000 | $ (460,000) |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Cash Flows [Abstract] | |||
Tax effect on fair value of interest rate swap and rate cap agreements | $ 218 | $ 1,944 | $ (460) |
Statement of Income (Statement)
Statement of Income (Statement) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||
Nonrecurring Compensation Expense | $ 32,500 | $ 32,500 | ||
Pre-tax charge related to the extinguishment of debt | $ 0 | $ (6,690) | $ 0 |
Business Acquisitions and Dispo
Business Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Acquisitions and Dispositions | 2. Business Acquisitions and Dispositions Acquisitions We acquired two pre-owned businesses for approximately $19.7 million and opened seven new EchoPark stores during 2020. We did not acquire any businesses and opened one new EchoPark store in 2019. We opened one manufacturer-awarded luxury franchised dealership and three new EchoPark stores in 2018. Acquisitions are included in the consolidated financial statements from the date of acquisition. Dispositions We disposed of one mid-line import franchised dealership and terminated two luxury franchises in 2020, which generated net cash from dispositions of approximately $9.6 million. We disposed of one luxury franchised dealership and nine mid-line import franchised dealerships in 2019, which generated net cash from dispositions of approximately $250.7 million. We disposed of two luxury franchised dealerships and five mid-line import franchised dealerships in 2018, which generated net cash from dispositions of approximately $128.7 million. Additionally, we terminated one luxury franchised dealership and ceased operations at a previously acquired pre-owned store in Florida and four stores in our EchoPark Segment in 2018. In conjunction with dealership dispositions, we have agreed to indemnify the buyers from certain liabilities and costs arising from operations or events that occurred prior to sale but which may or may not have been known at the time of sale, including environmental liabilities and liabilities resulting from the breach of representations or warranties made under the agreements. See Note 12, “Commitments and Contingencies,” for further discussion. Prior to our adoption of ASU 2014-08 beginning with our Quarterly Report on Form 10-Q for the period ended June 30, 2014, individual dealership franchises sold, terminated or classified as held for sale were reported as discontinued operations. The results of operations of these dealership franchises sold or terminated on or prior to March 31, 2014 are reported as discontinued operations for all periods presented. Dealership franchises sold after March 31, 2014 have not been reclassified to discontinued operations since they did not meet the criteria in ASU 2014-08. Income (loss) from operations and lease exit accrual adjustments and charges associated with disposed dealerships classified as discontinued operations were as follows: Year Ended December 31, 2020 2019 2018 (In thousands) Income (loss) from operations before taxes $ (1,002) $ (554) $ (610) Lease exit accrual adjustments and charges — — (407) Income (loss) from discontinued operations before taxes $ (1,002) $ (554) $ (1,017) Revenues and other operating results associated with disposed dealerships that remain in continuing operations were as follows: Year Ended December 31, 2020 2019 2018 (In thousands) Income (loss) from operations before taxes and items below $ (2,580) $ 2,717 $ (5,158) Gain (loss) on disposal of dealerships (1) 3,095 74,812 39,307 Lease exit accrual adjustments and charges — 170 (408) Impairment charges — — (8,137) Income (loss) before taxes $ 515 $ 77,699 $ 25,604 Total revenues $ 52,138 $ 419,469 $ 884,581 (1) Included in selling, general and administrative expenses in the accompanying consolidated statements of operations. In the ordinary course of business, we evaluate our dealership franchises for possible disposition based on various strategic and performance criteria. As of December 31, 2020, we did not have any franchises classified as held for sale; however, in the future, we may sell franchises that are not currently held for sale. |
Inventories and Related Notes P
Inventories and Related Notes Payable - Floor Plan | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Inventories and Related Notes Payable - Floor Plan Inventories consist of the following: December 31, 2020 December 31, 2019 (In thousands) New vehicles $ 648,448 $ 983,123 Used vehicles 413,209 319,791 Service loaners 128,531 152,278 Parts, accessories and other 57,066 62,683 Net inventories $ 1,247,254 $ 1,517,875 We finance all of our new and certain of our used vehicle inventory through standardized floor plan facilities with either a syndicate of financial institutions and manufacturer-affiliated finance companies or directly with individual manufacturer-affiliated finance companies and other lending institutions. The new and used vehicle floor plan facilities bear interest at variable rates based on either LIBOR or prime rates, depending on the lender arrangement. The weighted-average interest rate for our new vehicle floor plan facilities was 1.72%, 3.03% and 3.10% for 2020, 2019 and 2018, 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 2020, 2019 and 2018, we recognized a reduction in cost of sales of approximately $40.6 million, $41.5 million and $42.2 million, respectively, related to manufacturer floor plan assistance. The weighted-average interest rate for our used vehicle floor plan facilities was 2.02%, 3.10% and 2.98% for 2020, 2019 and 2018, 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, 2020. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net consists of the following: December 31, 2020 December 31, 2019 (In thousands) Land $ 375,297 $ 373,301 Buildings and improvements 1,028,016 969,609 Furniture, fixtures and equipment 365,222 346,260 Construction in progress 34,767 50,928 Total, at cost 1,803,302 1,740,098 Less accumulated depreciation (673,082) (616,611) Subtotal 1,130,220 1,123,487 Less assets held for sale (1) (9,694) (26,240) Property and equipment, net $ 1,120,526 $ 1,097,247 (1) Classified in other current assets in the accompanying consolidated balance sheets. Interest capitalized in conjunction with construction projects and software development was approximately $0.8 million, $1.6 million and $1.5 million for 2020, 2019 and 2018, respectively. As of December 31, 2020, commitments for facility construction projects totaled approximately $56.9 million. During 2020, 2019 and 2018, property and equipment impairment charges were recorded as noted in the following table: Franchised Dealerships Segment EchoPark Segment Consolidated Year Ended December 31, (In thousands) 2020 $ 2,017 $ — $ 2,017 2019 $ 1,101 $ 19,667 $ 20,768 2018 $ 25,832 $ 1,582 $ 27,414 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Pursuant to the applicable accounting pronouncements, we were required to evaluate the recoverability of our indefinite lived intangible assets during the first quarter of 2020 as a result of the effects of the COVID-19 pandemic on our operations and market value. Based on this evaluation, we determined the carrying value of the goodwill related to our franchised dealership reporting unit was greater than the fair value of the reporting unit. Accordingly, we recorded a non-cash goodwill impairment charge of $268.0 million and a corresponding income tax benefit of $51.3 million to reduce the carrying value to fair value as of March 31, 2020. We utilized the DCF method, using unobservable inputs (Level 3) to estimate Sonic’s enterprise value as of March 31, 2020 and reconciled the discounted cash flows to Sonic's market capitalization, using quoted market price inputs (Level 1). The significant assumptions in our DCF model include projected earnings, a discount rate (and estimates in the discount rate inputs), control premium factors and residual growth rates. Based on the improvement in our business operations and market value during the second, third and fourth quarters of 2020, our future forecast expectations, and the results of our qualitative test, it was determined to be more likely than not that the fair value of our reporting units exceeded the carrying value. The changes in the carrying amount of franchise assets and goodwill for 2020 and 2019 were as follows: Franchise Assets Net Goodwill (In thousands) Balance at December 31, 2018 $ 65,700 $ 509,592 (1) Reductions from dispositions (1,400) (33,801) Balance at December 31, 2019 $ 64,300 $ 475,791 (1) Additions through current year acquisitions — 6,680 Reductions from dispositions — (494) Reductions from impairment — (268,000) Balance at December 31, 2020 $ 64,300 $ 213,977 (2) (1) Net of accumulated impairment losses of $796.7 million. (2) Net of accumulated impairment losses of $1.1 billion. Other Intangible Assets |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term debt consists of the following: December 31, 2020 December 31, 2019 (In thousands) 2016 Revolving Credit Facility (1) $ — $ — 6.125% Senior Subordinated Notes due 2027 (the “6.125% Notes”) 250,000 250,000 2019 Mortgage Facility (2) 100,906 109,088 Mortgage notes to finance companies - fixed rate, bearing interest from 2.41% to 7.03% 212,135 194,535 Mortgage notes to finance companies - variable rate, bearing interest at 1.50 to 2.90 percentage points above one-month or three-month LIBOR 164,889 161,345 Subtotal $ 727,930 $ 714,968 Debt issuance costs (7,863) (8,082) Total debt 720,067 706,886 Less current maturities (68,244) (69,908) Long-term debt $ 651,823 $ 636,978 (1) The interest rate on the 2016 Revolving Credit Facility (as defined below) was 150 basis points above LIBOR at both December 31, 2020 and 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes for continuing operations - benefit (expense) consists of the following: Year Ended December 31, 2020 2019 2018 (In thousands) Current: Federal $ (33,819) $ (62,016) $ (37,028) State (16,549) (12,563) (7,411) Total current (50,368) (74,579) (44,439) Deferred 34,468 19,471 21,517 Total provision for income taxes for continuing operations - benefit (expense) $ (15,900) $ (55,108) $ (22,922) The reconciliation of the U.S. statutory federal income tax rate with our federal and state overall effective income tax rate from continuing operations is as follows: Year Ended December 31, 2020 2019 2018 U.S. statutory federal income tax rate 21.00 % 21.00 % 21.00 % Effective state income tax rate (8.44) % 4.10 % 4.60 % Valuation allowance adjustments 7.45 % (0.18) % 0.20 % Uncertain tax positions (0.63) % (0.45) % 0.17 % Effect of goodwill impairment (60.22) % 0.00 % 0.00 % Non-deductible compensation (7.13) % 1.48 % 3.06 % Tax credits 7.37 % 0.00 % 0.00 % Other (5.13) % 1.65 % 1.41 % Effective income tax rate (45.73) % 27.60 % 30.44 % 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 are as follows: December 31, 2020 December 31, 2019 (In thousands) Deferred tax assets: Accruals and reserves $ 32,920 $ 27,271 State net operating loss carryforwards 8,965 10,771 Basis difference in property and equipment 9,941 20,923 Interest and state taxes associated with the liability for uncertain income tax positions 987 938 Fair value of interest rate swaps and interest rate caps 1,354 1,153 Basis difference in liabilities related to right-of-use assets 98,447 93,808 Basis difference in inventories 427 — Other 1,904 2,146 Total deferred tax assets 154,945 157,010 Deferred tax liabilities: Basis difference in inventories — (804) Basis difference in goodwill (24,497) (61,397) Basis difference in right-of-use assets (95,078) (90,679) Other (1,603) (2,316) Total deferred tax liabilities (121,178) (155,196) Valuation allowance (5,184) (7,775) Net deferred tax asset (liability) $ 28,583 $ (5,961) Net long-term deferred tax asset balances were approximately $28.9 million and $3.0 million at December 31, 2020 and 2019, respectively, and are recorded in other assets on the accompanying consolidated balance sheets. Net long-term deferred tax liability balances were approximately $0.3 million and $8.9 million at December 31, 2020 and 2019, respectively, and are recorded in deferred income taxes on the accompanying consolidated balance sheets. We have approximately $203.5 million in gross state net operating loss carryforwards that will expire between 2021 and 2039. 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, 2020, we had recorded a valuation allowance amount of approximately $5.2 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. At January 1, 2020, we had liabilities of approximately $4.4 million recorded related to unrecognized tax benefits. Included in the liabilities related to unrecognized tax benefits at January 1, 2020, was approximately $0.5 million related to interest and penalties which we have estimated may be paid as a result of our tax positions. It is our policy to classify the expense related to interest and penalties to be paid on underpayments of income taxes within income tax expense. A summary of the changes in the liability related to our unrecognized tax benefits is presented below. 2020 2019 2018 (In thousands) Unrecognized tax benefit liability, January 1 (1) $ 3,839 $ 4,901 $ 4,645 New positions — — — Prior period positions: Increases 1,749 1,795 7 Decreases (2,230) (2,697) (199) Increases from current period positions 774 582 714 Settlements — (653) — Lapse of statute of limitations (8) (8) (69) Other (89) (81) (197) Unrecognized tax benefit liability, December 31 (2) $ 4,035 $ 3,839 $ 4,901 (1) Excludes accrued interest and penalties of $0.5 million, $0.6 million and $0.6 million at January 1, 2020, 2019 and 2018, respectively. (2) Excludes accrued interest and penalties of $0.5 million, $0.5 million and $0.6 million at December 31, 2020, 2019 and 2018, respectively. Approximately $4.0 million and $3.8 million of the unrecognized tax benefits as of December 31, 2020 and 2019, respectively, would ultimately affect the income tax rate if recognized. Included in the December 31, 2020 recorded liability is approximately $0.5 million related to interest and penalties which we have estimated may be paid as a result of our tax positions. We do not anticipate any significant changes in our unrecognized tax benefit liability within the next 12 months. Sonic and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. Sonic’s 2017 through 2020 U.S. federal income tax returns remain open to examination by the U.S. Internal Revenue Service. Sonic and its subsidiaries’ state income tax returns remain open to examination by state taxing authorities for years ranging from 2015 to 2020. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
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. Sonic’s Executive Chairman, Mr. O. Bruton Smith, is also the Executive Chairman of Speedway Motorsports, and Mr. Smith’s son, Mr. Marcus G. Smith, a director and a greater than 10% beneficial owner of Sonic, is the Chief Executive Officer and President of Speedway Motorsports, a director of Speedway Motorsports, and an Executive Vice President of Sonic Financial Corporation (“SFC”), which is the largest stockholder of Sonic. Total purchases from Oil-Chem by our dealerships were approximately $1.4 million in 2020, and approximately $1.6 million in both 2019 and 2018. 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) for approximately $0.6 million in 2020, and approximately $0.9 million in both 2019 and 2018; and (2) vehicle sales to various Speedway Motorsports subsidiaries for approximately $0.1 million in 2020, and approximately $0.2 million in both 2019 and 2018. We participate in various aircraft-related transactions with SFC, a privately held company controlled by Mr. O. Bruton Smith and his family. 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 $0.6 million in 2020, and approximately $0.3 million in both 2019 and 2018 in transactions with SFC. In October 2019, the Company and Lincoln Harris, LLC (“Lincoln Harris”) entered into a Facility Management Services Agreement, pursuant to which Lincoln Harris agreed to provide maintenance, repair and other facility management services to Sonic’s Charlotte area franchised dealerships. Mr. John W. Harris III, a Sonic director, serves as President and as a director of Lincoln Harris. Fees paid to Lincoln Harris by Sonic pursuant to the Facility Management Services Agreement were approximately $0.4 million in 2020. |
Capital Structure and Per Share
Capital Structure and Per Share Data | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 or 2019. 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 charter. The two classes of common stock share equally in dividends and in the event of liquidation. Share Repurchases - Prior to December 31, 2019, our Board of Directors had authorized us to expend up to $695.0 million to repurchase shares of our Class A Common Stock. In 2020, our Board of Directors approved an additional $60.0 million of share repurchase authorization. As of December 31, 2020, we had repurchased a total of approximately 35.8 million shares of Class A Common Stock at an average price per share of approximately $18.76 and had redeemed and retired 13,801.5 shares of the Preferred Stock at an average price of $1,000 per share. As of December 31, 2020, we had approximately $69.5 million remaining under our Board’s share repurchase authorization. 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. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Substantially all of our employees are eligible to participate in a 401(k) plan. Contributions by us to our 401(k) plans were approximately $8.4 million, $8.9 million and $9.2 million in 2020, 2019 and 2018, 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. 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 ranging from six months to 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 Class A Common Stock after considering cash flow, market conditions and other factors; however, there is no guarantee that this will occur in future periods. 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 thousands, except per share data, term in years) Balance at December 31, 2019 — $ — — $ — 0.0 $ — Granted 2,273 $ 16.76 - 16.76 $ 16.76 Forfeited (6) $ 16.76 - 16.76 $ 16.76 Balance at December 31, 2020 2,267 $ 16.76 - 16.76 $ 16.76 9.3 $ 49,434 Year Ended December 31, 2020 2019 2018 (In thousands) Weighted-average grant date fair value of options granted $ 4.17 $ — $ — Intrinsic value of stock options exercised $ — $ 426 $ 3,564 We recognize compensation expense within selling, general and administrative expenses related to the stock options granted under the Stock Plans. $2.3 million of stock option compensation expense was recognized during 2020 and no stock option compensation expense was recognized during 2019 or 2018. 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 thousands, except per share data) Balance at December 31, 2019 2,347 $ 19.34 Granted 69 $ 22.64 Forfeited (3) $ 14.77 Vested (862) $ 19.60 Balance at December 31, 2020 1,551 $ 18.31 During 2020, approximately 2,273,000 stock options were awarded to our executive officers and other key associates under the 2012 Plan. These 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 2020, approximately 69,000 restricted stock awards 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 expire 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 $11.7 million, $10.8 million and $11.9 million in 2020, 2019 and 2018, respectively. Tax benefits recognized related to restricted stock unit and restricted stock award compensation expense were approximately $2.5 million, $2.9 million and $3.0 million for 2020, 2019 and 2018, respectively. Total compensation cost related to non-vested restricted stock units and restricted stock awards not yet recognized at December 31, 2020 was approximately $28.3 million and is expected to be recognized over a weighted-average period of approximately 5.5 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 included 13 active or former members of senior management at December 31, 2020. 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, 2020 2019 Change in projected benefit obligation: (In thousands) Obligation at January 1 $ 18,008 $ 13,326 Service cost 2,373 1,731 Interest cost 532 575 Actuarial loss (gain) 1,843 2,641 Amendments/settlements/curtailments loss (gain) — — Benefits paid (265) (265) Obligation at December 31 (1) $ 22,491 $ 18,008 Accumulated benefit obligation $ 17,476 $ 13,694 (1) As of December 31, 2020, approximately $0.4 million is included in other accrued liabilities and approximately $22.1 million is included in other long-term liabilities in the accompanying consolidated balance sheet as of such date. As of December 31, 2019, approximately $0.4 million is included in other accrued liabilities and approximately $17.6 million is included in other long-term liabilities in the accompanying consolidated balance sheet as of such date. Year Ended December 31, 2020 2019 (In thousands) Change in fair value of plan assets: Plan assets at January 1 $ — $ — Actual return on plan assets — — Employer contributions 265 265 Benefits paid (265) (265) Plan assets at December 31 — — Funded status recognized $ (22,491) $ (18,008) The following table provides the cost components of the SERP: Year Ended December 31, 2020 2019 (In thousands) Service cost $ 2,373 $ 1,731 Interest cost 532 575 Net pension expense (benefit) $ 2,905 $ 2,306 The weighted-average assumptions used to determine the benefit obligation and net periodic benefit costs consist of: As of December 31, 2020 2019 Discount rate 2.25 % 2.99 % 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 thousands) 2021 $ 360 2022 $ 360 2023 $ 360 2024 $ 360 2025 $ 360 2026 - 2030 $ 2,554 Multiemployer Benefit Plan Four 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”) and the International Brotherhood of Teamsters (the “IBT”). The AI Pension Plan is a “multiemployer plan” as defined under the Employee Retirement Income Security Act of 1974, as amended, and our four dealership subsidiaries are among approximately 153 employers that are obligated to make contributions to the AI Pension Plan pursuant to collective bargaining agreements with the IAM, the IBT and other unions. 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 2020, 2019 and 2018 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, 2020 and 2019 is for the plan’s year-end at December 31, 2019 and 2018, 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 decreased 5.5% from December 31, 2018 to December 31, 2019 and decreased 18.6% from December 31, 2019 to December 31, 2020, affecting the period-to-period comparability of the contributions for 2020, 2019 and 2018. Pension Protection Act Zone Status FIP/RP Status Sonic Contributions Surcharge Imposed Collective Bargaining Agreement Expiration Date Pension Fund EIN/Pension Plan Number 2020 2019 Pending /Implemented Year Ended December 31, 2020 2019 2018 (In thousands) AI Pension Plan 94-1133245 Red Red RP Implemented $159 $181 $176 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, 2020 and 2019. 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, |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
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, 2020 and 2019 are as follows: Fair Value Based on Significant Other Observable Inputs (Level 2) December 31, 2020 December 31, 2019 (In thousands) Assets: Cash surrender value of life insurance policies (1) $ 35,739 $ 32,799 Interest rate caps designated as hedges (2) — 97 Total assets $ 35,739 $ 32,896 Liabilities: Deferred compensation plan (3) $ 20,685 $ 17,890 Total liabilities $ 20,685 $ 17,890 (1) Included in other assets in the accompanying consolidated balance sheets. (2) As of December 31, 2020, the amount included in other assets was not material to the accompanying consolidated balance sheet as of such date. As of December 31, 2019, approximately $0.1 million was included in other assets in the accompanying consolidated balance sheet as of such date. (3) Included in other long-term liabilities in the accompanying consolidated balance sheets. The carrying value of assets and liabilities measured at fair value on a non-recurring basis but not completely adjusted to fair value in the accompanying consolidated balance sheet as of December 31, 2020, are included in the table below. Certain components of long-lived assets held and used have been adjusted to fair value through impairment charges as discussed in Note 4, “Property and Equipment,” and Note 5, “Intangible Assets and Goodwill.” As of December 31, 2020 and 2019, 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. At December 31, 2020 and 2019, the fair value and carrying value of Sonic ’ s significant fixed rate long-term debt were as follows: December 31, 2020 December 31, 2019 Fair Value Carrying Value Fair Value Carrying Value (In thousands) 6.125% Notes (1) $ 263,438 $ 250,000 $ 261,250 $ 250,000 Mortgage Notes (2) $ 215,928 $ 212,135 $ 195,962 $ 194,535 (1) As determined by market quotations as of December 31, 2020 and 2019, respectively (Level 2). (2) As determined by the DCF method (Level 2). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Guarantees and Indemnifications 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 sale of our dealerships, we generally agree to indemnify the buyer from certain liabilities and costs arising subsequent to the date of sale, including environmental exposure and exposure resulting from the breach of representations or warranties made in accordance with the agreements. While our exposure with respect to environmental remediation and repairs is difficult to quantify, our maximum exposure associated with these general indemnifications was approximately $25.0 million at December 31, 2020. 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, 2020. 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. Included in other accrued liabilities and other long-term liabilities in the accompanying consolidated balance sheet as of December 31, 2020 were approximately $0.3 million and $0.2 million, respectively, in reserves that Sonic was holding for pending proceedings. Included in other accrued liabilities and other long-term liabilities in the accompanying consolidated balance sheet as of December 31, 2019 were approximately $1.2 million and $0.3 million, respectively, for such reserves. Except as reflected in such reserves, Sonic is currently unable to estimate a range of reasonably possible loss, or a range of reasonably possible loss in excess of the amount accrued, for pending proceedings. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2020 | |
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 thousands) Balance at December 31, 2017 $ 1,750 $ (443) $ 1,307 Other comprehensive income before reclassifications (1) 1,517 1,642 3,159 Amounts reclassified out of accumulated other comprehensive income (loss) (2) (233) — (233) Net current-period other comprehensive income 1,284 1,642 2,926 Balance at December 31, 2018 $ 3,034 $ 1,199 $ 4,233 Other comprehensive income (loss) before reclassifications (3) (1,646) (1,935) (3,581) Amounts reclassified out of accumulated other comprehensive income (loss) (4) (2,714) — (2,714) Net current-period other comprehensive income (loss) (4,360) (1,935) (6,295) Balance at December 31, 2019 $ (1,326) $ (736) $ (2,062) Other comprehensive income (loss) before reclassifications (5) 1,140 (1,336) (196) Amounts reclassified out of accumulated other comprehensive income (loss) (6) (1,358) — (1,358) Net current-period other comprehensive income (loss) (218) (1,336) (1,554) Balance at December 31, 2020 $ (1,544) $ (2,072) $ (3,616) (1) Net of tax expense of $548 related to gains on cash flow hedges and tax expense of $726 related to the defined benefit pension plan. (2) Net of tax benefit of $88 related to gains on cash flow hedges. (3) Net of tax benefit of $836 related to gains on cash flow hedges and tax benefit of $734 related to the defined benefit pension plan. (4) Net of tax benefit of $1,108 related to gains on cash flow hedges. (5) Net of tax expense of $337 related to cash flow hedges and tax benefit of $507 related to the defined benefit pension plan. (6) Net of tax benefit of $555 related to 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, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information As of December 31, 2020, Sonic had two operating segments: (1) retail automotive franchises that sell new vehicles and buy and sell used vehicles, sell replacement parts, perform vehicle maintenance, warranty and repair services, and arrange finance and insurance products (the “Franchised Dealerships Segment”); and (2) pre-owned vehicle specialty retail locations that provide guests an opportunity to search our nationwide inventory, purchase a pre-owned vehicle, select finance and insurance products and sell their current vehicle to us (the “EchoPark Segment”). Sonic has determined that its operating segments also represent its reportable segments. The reportable segments identified above are the business activities of Sonic for which discrete financial information is available and for which operating results are regularly reviewed by Sonic ’ s chief operating decision maker to assess operating performance and allocate resources. Sonic’s chief operating decision maker is a group of three individuals consisting of: (1) the Company’s Chief Executive Officer; (2) the Company’s President; and (3) the Company’s Chief Financial Officer. Reportable segment financial information for the year ended December 31, 2020 are as follows: Year Ended December 31, 2020 2019 2018 Segment Revenues: (In thousands) Franchised Dealerships Segment Revenues: New vehicles $ 4,281,223 $ 4,889,171 $ 4,974,097 Used vehicles 2,345,936 2,493,467 2,370,799 Wholesale vehicles 168,655 180,020 197,184 Parts, service and collision repair 1,194,394 1,366,550 1,364,559 Finance, insurance and other, net 357,848 363,117 344,814 Franchised Dealerships Segment revenues $ 8,348,056 $ 9,292,325 $ 9,251,453 EchoPark Segment Revenues: Used vehicles $ 1,218,896 $ 996,505 $ 602,699 Wholesale vehicles 28,723 22,926 20,441 Parts, service and collision repair 39,341 28,753 16,328 Finance, insurance and other, net 132,026 113,834 60,709 EchoPark Segment revenues $ 1,418,986 $ 1,162,018 $ 700,177 Total consolidated revenues $ 9,767,042 $ 10,454,343 $ 9,951,630 Year Ended December 31, 2020 2019 2018 Segment Income (Loss) (1): (In thousands) Franchised Dealerships Segment (2) $ 231,175 $ 211,267 $ 157,413 EchoPark Segment (3) 4,078 9,146 (52,587) Total segment income (loss) $ 235,253 $ 220,413 $ 104,826 Impairment charges (4) (270,017) (20,768) (29,514) Income (loss) from continuing operations before taxes $ (34,764) $ 199,645 $ 75,312 New and Used Vehicle Unit Sales Volume: Franchised Dealerships Segment 195,145 226,760 232,885 EchoPark Segment 57,161 49,520 29,437 Total new and used vehicle unit sales volume 252,306 276,280 262,322 (1) Segment income (loss) for each segment is defined as income (loss) from continuing operations before taxes and impairment charges. (2) For the year ended December 31, 2020, the above amount includes approximately $4.0 million of pre-tax net gain on the disposal of franchised dealerships. For the year ended December 31, 2019, the above amount includes approximately $76.0 million of pre-tax net gain on the disposal of franchised dealerships, offset partially by approximately $7.2 million of pre-tax net loss on the extinguishment of debt and approximately $6.3 million of pre-tax executive transition costs. For the year ended December 31, 2018, the above amount includes approximately $38.9 million of pre-tax net gain on the disposal of franchised dealerships, offset partially by approximately $4.0 million of pre-tax storm-related physical damage costs, approximately $1.7 million of pre-tax legal costs, approximately $1.6 million of pre-tax executive transition costs and approximately $1.4 million of pre-tax lease exit charges. (3) For the year ended December 31, 2020, the above amount includes approximately $5.2 million of pre-tax net gain on the disposal of land and buildings at former EchoPark Locations. For the year ended December 31, 2018, the above amount includes approximately $32.5 million of pre-tax long-term compensation-related charges. (4) For the year ended December 31, 2020, the above amount includes approximately$270.0 million of pre-tax impairment charges for the Franchised Dealerships Segment. For the year ended December 31, 2019, the above amount includes approximately $1.1 million of pre-tax impairment charges for the Franchised Dealerships Segment and approximately $19.7 million of pre-tax impairment charges for the EchoPark Segment. For the year ended December 31, 2018, the above amount includes approximately $27.9 million of pre-tax impairment charges for the Franchised Dealerships Segment and approximately$1.6 million of pre-tax impairment charges for the EchoPark Segment. Year Ended December 31, 2020 2019 2018 (In thousands) Impairment charges: Franchised Dealerships Segment $ 270,017 $ 1,101 $ 27,932 EchoPark Segment — 19,667 1,582 Total impairment charges $ 270,017 $ 20,768 $ 29,514 Year Ended December 31, 2020 2019 2018 (In thousands) Depreciation and amortization: Franchised Dealerships Segment $ 79,929 $ 82,636 $ 85,849 EchoPark Segment 11,094 10,533 7,774 Total depreciation and amortization $ 91,023 $ 93,169 $ 93,623 Year Ended December 31, 2020 2019 2018 (In thousands) Floor plan interest expense: Franchised Dealerships Segment $ 24,066 $ 45,055 $ 46,126 EchoPark Segment 3,162 3,464 2,272 Total floor plan interest expense $ 27,228 $ 48,519 $ 48,398 Year Ended December 31, 2020 2019 2018 (In thousands) Interest expense, other, net Franchised Dealerships Segment $ 40,624 $ 51,231 $ 52,396 EchoPark Segment 948 1,722 1,663 Total interest expense, other, net $ 41,572 $ 52,953 $ 54,059 Year Ended December 31, 2020 2019 2018 (In thousands) Capital expenditures: Franchised Dealerships Segment $ 92,340 $ 89,332 $ 116,854 EchoPark Segment 34,843 36,244 46,765 Total capital expenditures $ 127,183 $ 125,576 $ 163,619 December 31, 2020 2019 (In thousands) Assets: Franchised Dealerships Segment $ 3,096,811 $ 3,797,878 EchoPark Segment 478,869 244,054 Corporate and other: Cash and cash equivalents 170,313 29,103 Total assets $ 3,745,993 $ 4,071,035 |
Leases, Codification Topic 842
Leases, Codification Topic 842 | 12 Months Ended |
Dec. 31, 2020 | |
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 ROU asset and lease liabilities as appropriate. As a result of the adoption of ASC Topic 842, “Leases,” on January 1, 2019, we are required to recognize a ROU asset and a lease liability in the accompanying consolidated balance sheets at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at reduced cost using the effective interest method. 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 determined 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. 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 LIBOR 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). The new lease standard 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, 2020 and 2019: Twelve Months Ended December 31, 2020 Twelve Months Ended December 31, 2019 Lease Expense (In thousands) Finance lease expense Reduction of right-of-use assets $ 3,448 $ 3,213 Interest on lease liabilities 5,432 5,097 Operating lease expense (1) 65,856 68,367 Short-term lease expense (1) 1,464 1,570 Variable lease expense 5,185 2,120 Sublease income (12,187) (14,207) Total $ 69,198 $ 66,160 (1) Included in operating cash flows in the accompanying consolidated statements of cash flows. Twelve Months Ended December 31, 2020 Twelve Months Ended December 31, 2019 Other Information (In thousands) Cash paid for amounts included in the measurement of lease liabilities Financing cash flows for finance leases $ 21,906 $ 5,181 Operating cash flows for finance leases $ 5,432 $ 5,097 Operating cash flows for operating leases $ 65,834 $ 69,834 Right-of-use assets obtained in exchange for lease liabilities Finance leases $ 35,056 $ 10,926 Operating leases (1) $ 50,046 $ 22,055 (1) Includes the impact of reclassification of right-of-use assets from operating leases to finance leases due to remeasurement. December 31, 2020 December 31, 2019 Other Information Weighted-average remaining lease term (in years) Finance leases 11.3 11.8 Operating leases 9.7 9.5 Weighted-average discount rate Finance leases 13.89 % 18.74 % Operating leases 6.60 % 6.69 % Undiscounted Lease Cash Flows Under ASC Topic 842 as of December 31, 2020 Finance Operating Receipts from Subleases Year Ending December 31, (In thousands) 2021 $ 9,891 $ 62,935 $ (8,956) 2022 9,909 56,233 (6,103) 2023 9,978 54,167 (6,103) 2024 10,105 48,872 (5,042) 2025 10,213 42,460 (1,916) Thereafter 60,712 203,171 (2,354) Total $ 110,808 $ 467,838 $ (30,474) Less: Present value discount (45,003) (128,935) Lease liabilities $ 65,805 $ 338,903 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies (Policies) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | |
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 total revenue). As a result of the way we manage our business, we had two reportable segments as of December 31, 2020: (1) the Franchised Dealerships Segment and (2) the EchoPark 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, 2020, we operated 84 stores in the Franchised Dealerships Segment and 16 stores in the EchoPark Segment. The Franchised Dealerships Segment consists of 96 new vehicle franchises (representing 21 different brands of cars and light trucks) and 14 collision repair centers in 12 states. The Franchised Dealerships Segment provides comprehensive 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 extended warranties, service contracts, financing, insurance and other aftermarket products (collectively, “finance and insurance” or “F&I”) for our guests. The EchoPark Segment sells used cars and light trucks and arranges F&I product sales for our guests in pre-owned vehicle specialty retail locations. Our EchoPark business generally operates independently from our franchised dealerships business (except for 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. | ||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements - In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Accounting Standards Codification (“ASC”) Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendment in this update replaced the previous incurred loss impairment methodology of recognizing credit losses when a loss is probable, with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to assess credit loss estimates. This ASU was effective for fiscal years beginning after December 15, 2019. We adopted this ASU as of January 1, 2020 and the effects of this ASU did not materially impact our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 provides optional guidance for a limited period of time to ease potential accounting impact associated with transitioning away from reference rates that are expected to be discontinued, such as the London InterBank Offered Rate (“LIBOR”). The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. The amendments in ASU 2020-04 could be adopted beginning January 1, 2020 and are effective through December 31, 2022. We do not currently have any contracts that have been modified, amended or renegotiated to accommodate a transition to a new reference rate, but we will continue to evaluate any such modifications or amendments to our contracts to determine the applicability of this standard on our consolidated financial statements and related financial statement disclosures. | ||||
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 - We classify cash and all highly liquid investments with a maturity of three months or less at the date of purchase, including short-term time deposits and government agency and corporate obligations, as cash and cash equivalents. | ||||
Revenue Recognition | Revenue Recognition - Revenue is recognized when a customer obtains control of promised goods or services and in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. ASC Topic 606, “Revenue from Contracts with Customers,” applies a five-step model that includes: (1) identifying the contract(s) with the customer; (2) identifying the performance obligation(s) in the contract(s); (3) determining the transaction price; (4) allocating the transaction price to the performance obligation(s) in the contract(s); and (5) recognizing revenue as the performance obligation(s) are satisfied. The standard also requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. We do not include the cost of obtaining contracts within the related revenue streams since we elected the practical expedient to expense the costs to obtain a contract when incurred. Management has evaluated our established business processes, revenue transaction streams and accounting policies, and identified our material revenue streams to be: (1) the sale of new vehicles; (2) the sale of used vehicles to retail customers; (3) the sale of wholesale used vehicles at third-party auctions; (4) the arrangement of vehicle financing and the sale of service, warranty and other insurance contracts; and (5) the performance of vehicle maintenance and repair services and the sale of related parts and accessories. Generally, performance conditions are satisfied when the associated vehicle is either delivered or returned to a customer and customer acceptance has occurred, or over time as the maintenance and repair services are performed. We do not have any revenue streams with significant financing components as payments are typically received within a short period of time following completion of the performance obligation(s). Retrospective finance and insurance revenues (“F&I retro revenues”) are recognized when the product contract has been executed with the end customer and are estimated each reporting period based on the expected value method using historical and projected data. F&I retro revenues, which represent variable consideration, subject to constraint, are to be included in the transaction price and recognized when or as the performance obligation is satisfied. F&I retro revenues can vary based on a variety of factors, including number of contracts and history of cancellations and claims. Accordingly, we utilize this historical and projected data to constrain the consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved. We record revenue when vehicles are delivered to customers, when vehicle service work is performed and when parts are delivered. Conditions for completing a sale include having an agreement with the customer, including pricing, and it being probable that the proceeds from the sale will be collected. Receivables, net in the accompanying consolidated balance sheet as of December 31, 2020 and 2019 include approximately $3.9 million and $5.1 million, respectively, related to work in process, and approximately $21.7 million and $12.9 million, respectively, related to contract assets from F&I retro revenue recognition. Changes in contract assets from December 31, 2019 to December 31, 2020 were primarily due to ordinary business activity, including the receipt of cash for amounts earned and recognized in prior periods. We arrange financing for our guests through various financial institutions and receive a commission from the financial institution either in a flat fee amount or in an amount equal to the difference between the interest rates charged to our guests and the predetermined interest rates set by the financial institution. We also receive commissions from the sale of various insurance contracts and non-recourse third-party extended service contracts. Under these contracts, the applicable manufacturer or third-party warranty company is directly liable for all warranties provided within the contract. We may be assessed a chargeback fee in the event of early cancellation of a loan or insurance contract by the guest. Finance and insurance commission revenue is recorded net of estimated chargebacks at the time of sale. As of December 31, 2020 and 2019, the amounts recorded as allowances for finance, insurance and service contract commission chargeback reserves were approximately $34.2 million and $32.0 million, respectively, and were classified as other accrued liabilities and other long-term liabilities in the accompanying consolidated balance sheets. | ||||
Floor Plan Assistance | Floor Plan Assistance - We receive floor plan assistance payments 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 vehicle is sold. Amounts recognized as a reduction of cost of sales were approximately $40.6 million, $41.5 million and $42.2 million for 2020, 2019 and 2018, 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 $179.7 million and $230.9 million at December 31, 2020 and 2019, 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, 2020 and 2019. | ||||
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, leasehold and land improvements 10-30 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. See Note 4, “Property and Equipment,” for a 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, 2020, we utilized interest rate cap agreements to limit our exposure to increases in LIBOR rates 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 October 1 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. Pursuant to the applicable accounting pronouncements, we were required to evaluate the recoverability of our indefinite lived intangible assets during the first quarter of 2020 as a result of the effects of the COVID-19 pandemic on our operations and market value. Based on this evaluation, we determined the carrying value of the goodwill related to our franchised dealership reporting unit was greater than the fair value of the reporting unit. Accordingly, we recorded a non-cash goodwill impairment charge of $268.0 million to reduce the carrying value to fair value as of March 31, 2020. We utilized the DCF method, using unobservable inputs (Level 3) to estimate Sonic’s enterprise value as of March 31, 2020 and reconciled the discounted cash flows to Sonic’s market capitalization, using quoted market price inputs (Level 1). The significant assumptions in our DCF model include projected earnings, a discount rate (and estimates in the discount rate inputs), control premium factors and residual growth rates. Based on the improvement in our business operations and market value during the second, third and fourth quarters of 2020, our future forecast expectations, and the results of our qualitative test, it was determined to be more likely than not that the fair value of our reporting units exceeded the carrying value. | ||||
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. Franchise and dealer agreements acquired on or after July 1, 2001 have been included in other intangible assets, net on the accompanying consolidated balance sheets. Prior to July 1, 2001, franchise and dealer agreements were recorded and amortized as part of goodwill and remain as part of goodwill on the accompanying consolidated balance sheets. In accordance with ASC Topic 350, “Intangibles - Goodwill and Other,” we evaluate other intangible assets for impairment annually (as of October 1 each year) or more frequently if indications of impairment exist. We utilized a DCF model to estimate the fair value of the franchise assets for each of our franchises with recorded franchise assets. The significant assumptions in our DCF model include projected revenue, projected operating margin, a discount rate (and estimates in the discount rate inputs) and residual growth rates. In projecting the franchises’ revenue and growth rates, we developed many assumptions which may include, but are not limited to, revenue growth, internal revenue enhancement initiatives, cost control initiatives, internal investment programs (such as training, technology and infrastructure) and inventory floor plan borrowing rates. Our expectation of revenue growth is in part driven by our estimates of new vehicle industry sales volume in future periods. We believe the historic and projected industry sales volume is a good general indicator of growth or contraction in the retail automotive industry. Based on the October 1, 2020 impairment test, we determined that the fair value of the franchise assets exceeded the carrying value of the franchise assets for all of our franchises, resulting in no franchise asset impairment charges during 2020. See Note 5, “Intangible Assets and Goodwill,” for further discussion of franchise and dealer agreements. | ||||
Insurance Reserves | Insurance Reserves - We have various self-insured and high deductible casualty and other insurance programs which require the Company to make estimates in determining the ultimate liability it may incur for claims arising under these programs. These insurance reserves are estimated by management using actuarial evaluations based on historical claims experience, claims processing procedures, medical cost trends and, in certain cases, a discount factor. As of December 31, 2020 and 2019, we had approximately $25.8 million and $23.1 million, respectively, reserved for such programs. | ||||
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. | ||||
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. At times, amounts invested with financial institutions 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 $80.2 million and $94.8 million at December 31, 2020 and 2019, respectively, and receivables from financial institutions (which include manufacturer- affiliated finance companies and commercial banks), totaling approximately $208.8 million and $258.7 million at December 31, 2020 and 2019, respectively. 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. We purchase our new vehicle inventory from various automobile manufacturers at the prevailing prices available to all franchised dealerships. In addition, we finance a substantial portion of our new vehicle inventory with manufacturer-affiliated 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 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, 2020 and 2019, 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. 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 $42.2 million, $60.8 million and $63.1 million for 2020, 2019 and 2018, 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 $19.2 million, $25.3 million and $26.7 million for 2020, 2019 and 2018, respectively. | ||||
Segment Information | Segment Information - We have determined we have two reportable segments: (1) the Franchised Dealerships Segment and (2) the EchoPark Segment, for purposes of reporting financial condition and results of operations. The Franchised Dealerships Segment is comprised of retail automotive franchises that sell new vehicles and buy and sell used vehicles, sell replacement parts, perform vehicle maintenance, warranty and repair services, and arrange finance and insurance products. The EchoPark Segment is comprised of pre-owned vehicle specialty retail locations that provide guests an opportunity to search our nationwide inventory, purchase a pre-owned vehicle, select finance and insurance products and sell their current vehicle to us. Earnings Per Share - 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. | ||||
Revenue Decline | 6.00% | 19.00% | 3.00% | ||
Revenue Increase | 2.00% | ||||
COVID19 Description [Text Block] | COVID 19 - The COVID-19 pandemic negatively impacted the global economy beginning in the first quarter of 2020 and continued throughout the remainder of 2020. The impact on the economy affected both consumer demand and supply of manufactured goods as many countries around the world and states and municipalities in the U.S. mandated restrictions on citizen movements (i.e., shelter-in-place or stay-at-home orders) or on in-person retail trade or manufacturing activities at physical locations. As a result, many businesses curtailed operations and furloughed or terminated employees. In the U.S., the federal government passed several relief measures, including the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and the Families First Coronavirus Response Act, in an attempt to provide short-term relief to families and businesses as a result of the economic impacts of the COVID-19 pandemic. This broader economic backdrop resulting from the COVID-19 pandemic had a direct impact on our business and operations in 2020. As a result of the pandemic and related shelter-in-place or stay-at-home orders, we transitioned many of our teammates to remote work arrangements. In situations where a teammate’s role did not permit remote work (e.g., service repair technicians), we implemented staggered work hours, social distancing and other safety measures to promote the health and safety of our teammates and guests. As a result of the systems and infrastructure we had in place prior to the pandemic, we were largely able to maintain our back-office operations, financial reporting and internal control processes with minimal disruption or changes in the effectiveness of such processes. All of our store operations were impacted by the COVID-19 pandemic to varying degrees. During the end of the first quarter of 2020 and the first two months of the second quarter of 2020, the majority of our stores were not permitted to conduct retail sales of new and used vehicles at our physical locations. Those locations could offer virtual sales transactions with “contactless” delivery to customers but experienced lower consumer demand as a result of the initial onset of the pandemic and state and local governmental restrictions on business and consumer activities. Due to the critical nature of automotive repair, our fixed operations were deemed “essential” by governmental agencies and have largely been able to continue to conduct business so far, while adjusting operations to comply with state and local standards for safety and social distancing to promote the health and safety of our teammates and guests. As a result, in the first quarter and second quarter of 2020, we experienced a decrease in total revenues of 3% and 19%, respectively, as compared to the applicable prior year quarter. Beginning in the latter part of the second quarter of 2020, vehicle sales and fixed operations repair activity began to improve as state and local jurisdictions relaxed their shelter-in-place or stay-at-home orders and consumer activity began to recover into the third quarter of 2020. For the third quarter of 2020, total revenues decreased 6% compared to the prior year quarter. As of December 31, 2020, most of such restrictions had been relaxed; however, our stores remain subject to certain health and safety policies and practices that may affect the way we sell vehicles and interact with our guests. For the fourth quarter of 2020, total revenues increased 2% compared to the prior year quarter. The ongoing effects of the COVID-19 pandemic continue to evolve. While we currently expect to see continued economic recovery in the fiscal year ending December 31, 2021, the ongoing pandemic may cause changes in consumer behaviors, including a potential reduction in consumer spending for vehicles and automotive repairs, especially if the pandemic worsens or the regulatory environment changes in response to the pandemic. This may lead to increased asset recovery and valuation risks, such as impairment of additional indefinite lived intangible assets. In addition, uncertainties in the global economy may negatively impact our suppliers and other business partners, which may interrupt our vehicle and parts inventory supply chain and require other changes to our operations. These and other factors may adversely impact our revenues, operating income and earnings per share financial measures. | ||||
Non-deductible Goodwill | $ 82,400 | ||||
Income Tax Benefit Goodwill Impairment | $ 51,300 |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Range of Estimated Useful Lives | The range of estimated useful lives is as follows: Buildings, leasehold and land improvements 10-30 years Furniture, fixtures and equipment 3-10 years |
Business Acquisitions and Dis_2
Business Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Revenues and Other Activities Associated with Disposed Dealerships Classified as Discontinued Operations | Income (loss) from operations and lease exit accrual adjustments and charges associated with disposed dealerships classified as discontinued operations were as follows: Year Ended December 31, 2020 2019 2018 (In thousands) Income (loss) from operations before taxes $ (1,002) $ (554) $ (610) Lease exit accrual adjustments and charges — — (407) Income (loss) from discontinued operations before taxes $ (1,002) $ (554) $ (1,017) |
Revenues and Other Activities Associated with Disposed Dealerships That Remain in Continuing Operations | Revenues and other operating results associated with disposed dealerships that remain in continuing operations were as follows: Year Ended December 31, 2020 2019 2018 (In thousands) Income (loss) from operations before taxes and items below $ (2,580) $ 2,717 $ (5,158) Gain (loss) on disposal of dealerships (1) 3,095 74,812 39,307 Lease exit accrual adjustments and charges — 170 (408) Impairment charges — — (8,137) Income (loss) before taxes $ 515 $ 77,699 $ 25,604 Total revenues $ 52,138 $ 419,469 $ 884,581 |
Business Acquisitions and Dispositions | 2. Business Acquisitions and Dispositions Acquisitions We acquired two pre-owned businesses for approximately $19.7 million and opened seven new EchoPark stores during 2020. We did not acquire any businesses and opened one new EchoPark store in 2019. We opened one manufacturer-awarded luxury franchised dealership and three new EchoPark stores in 2018. Acquisitions are included in the consolidated financial statements from the date of acquisition. Dispositions We disposed of one mid-line import franchised dealership and terminated two luxury franchises in 2020, which generated net cash from dispositions of approximately $9.6 million. We disposed of one luxury franchised dealership and nine mid-line import franchised dealerships in 2019, which generated net cash from dispositions of approximately $250.7 million. We disposed of two luxury franchised dealerships and five mid-line import franchised dealerships in 2018, which generated net cash from dispositions of approximately $128.7 million. Additionally, we terminated one luxury franchised dealership and ceased operations at a previously acquired pre-owned store in Florida and four stores in our EchoPark Segment in 2018. In conjunction with dealership dispositions, we have agreed to indemnify the buyers from certain liabilities and costs arising from operations or events that occurred prior to sale but which may or may not have been known at the time of sale, including environmental liabilities and liabilities resulting from the breach of representations or warranties made under the agreements. See Note 12, “Commitments and Contingencies,” for further discussion. Prior to our adoption of ASU 2014-08 beginning with our Quarterly Report on Form 10-Q for the period ended June 30, 2014, individual dealership franchises sold, terminated or classified as held for sale were reported as discontinued operations. The results of operations of these dealership franchises sold or terminated on or prior to March 31, 2014 are reported as discontinued operations for all periods presented. Dealership franchises sold after March 31, 2014 have not been reclassified to discontinued operations since they did not meet the criteria in ASU 2014-08. Income (loss) from operations and lease exit accrual adjustments and charges associated with disposed dealerships classified as discontinued operations were as follows: Year Ended December 31, 2020 2019 2018 (In thousands) Income (loss) from operations before taxes $ (1,002) $ (554) $ (610) Lease exit accrual adjustments and charges — — (407) Income (loss) from discontinued operations before taxes $ (1,002) $ (554) $ (1,017) Revenues and other operating results associated with disposed dealerships that remain in continuing operations were as follows: Year Ended December 31, 2020 2019 2018 (In thousands) Income (loss) from operations before taxes and items below $ (2,580) $ 2,717 $ (5,158) Gain (loss) on disposal of dealerships (1) 3,095 74,812 39,307 Lease exit accrual adjustments and charges — 170 (408) Impairment charges — — (8,137) Income (loss) before taxes $ 515 $ 77,699 $ 25,604 Total revenues $ 52,138 $ 419,469 $ 884,581 (1) Included in selling, general and administrative expenses in the accompanying consolidated statements of operations. In the ordinary course of business, we evaluate our dealership franchises for possible disposition based on various strategic and performance criteria. As of December 31, 2020, we did not have any franchises classified as held for sale; however, in the future, we may sell franchises that are not currently held for sale. |
Inventories and Related Notes_2
Inventories and Related Notes Payable - Floor Plan (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | Inventories consist of the following: December 31, 2020 December 31, 2019 (In thousands) New vehicles $ 648,448 $ 983,123 Used vehicles 413,209 319,791 Service loaners 128,531 152,278 Parts, accessories and other 57,066 62,683 Net inventories $ 1,247,254 $ 1,517,875 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment, Net | Property and equipment, net consists of the following: December 31, 2020 December 31, 2019 (In thousands) Land $ 375,297 $ 373,301 Buildings and improvements 1,028,016 969,609 Furniture, fixtures and equipment 365,222 346,260 Construction in progress 34,767 50,928 Total, at cost 1,803,302 1,740,098 Less accumulated depreciation (673,082) (616,611) Subtotal 1,130,220 1,123,487 Less assets held for sale (1) (9,694) (26,240) Property and equipment, net $ 1,120,526 $ 1,097,247 (1) Classified in other current assets in the accompanying consolidated balance sheets. |
Property and Equipment Impairment Charges | During 2020, 2019 and 2018, property and equipment impairment charges were recorded as noted in the following table: Franchised Dealerships Segment EchoPark Segment Consolidated Year Ended December 31, (In thousands) 2020 $ 2,017 $ — $ 2,017 2019 $ 1,101 $ 19,667 $ 20,768 2018 $ 25,832 $ 1,582 $ 27,414 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Franchise Assets and Goodwill | The changes in the carrying amount of franchise assets and goodwill for 2020 and 2019 were as follows: Franchise Assets Net Goodwill (In thousands) Balance at December 31, 2018 $ 65,700 $ 509,592 (1) Reductions from dispositions (1,400) (33,801) Balance at December 31, 2019 $ 64,300 $ 475,791 (1) Additions through current year acquisitions — 6,680 Reductions from dispositions — (494) Reductions from impairment — (268,000) Balance at December 31, 2020 $ 64,300 $ 213,977 (2) (1) Net of accumulated impairment losses of $796.7 million. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Future Maturities of Long-Term Debt | Future maturities of long-term debt are as follows: Principal Year Ending December 31, (In thousands) 2021 $ 68,244 2022 51,417 2023 73,699 2024 115,842 2025 86,155 Thereafter 332,573 Total $ 727,930 |
Debt Instrument [Line Items] | |
Financial Covenants Include Required Specified Ratios | We were in compliance with the financial covenants under the 2016 Credit Facilities, the 2019 Mortgage Facility and the 2020 Line of Credit Facility as of December 31, 2020. Financial covenants include required specified ratios (as each is defined in the 2016 Credit Facilities, the 2019 Mortgage Facility and the 2020 Line of Credit) 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, 2020 actual 1.18 2.07 2.78 |
Summary of Interest Received and Paid under Term of Cash Flow Swap | . Notional Amount Cap Rate (1) Receive Rate (1) (2) Start Date Maturing Date (In millions) $ 312.5 2.000% one-month LIBOR July 1, 2019 June 30, 2020 $ 250.0 3.000% one-month LIBOR July 1, 2019 June 30, 2020 $ 225.0 3.000% one-month LIBOR July 1, 2020 June 30, 2021 $ 150.0 2.000% one-month LIBOR July 1, 2020 July 1, 2021 $ 250.0 3.000% one-month LIBOR July 1, 2021 July 1, 2022 (1) Under these interest rate caps, no payment from the counterparty will occur unless the stated receive rate exceeds the stated cap rate, in which case a net payment to us from the counterparty, based on the spread between the receive rate and the cap rate, will be recognized as a reduction of interest expense, other, net in the accompanying consolidated statements of operations. (2) The one-month LIBOR rate was approximately 0.144% at December 31, 2020. |
Long-Term Debt | Long-term debt consists of the following: December 31, 2020 December 31, 2019 (In thousands) 2016 Revolving Credit Facility (1) $ — $ — 6.125% Senior Subordinated Notes due 2027 (the “6.125% Notes”) 250,000 250,000 2019 Mortgage Facility (2) 100,906 109,088 Mortgage notes to finance companies - fixed rate, bearing interest from 2.41% to 7.03% 212,135 194,535 Mortgage notes to finance companies - variable rate, bearing interest at 1.50 to 2.90 percentage points above one-month or three-month LIBOR 164,889 161,345 Subtotal $ 727,930 $ 714,968 Debt issuance costs (7,863) (8,082) Total debt 720,067 706,886 Less current maturities (68,244) (69,908) Long-term debt $ 651,823 $ 636,978 (1) The interest rate on the 2016 Revolving Credit Facility (as defined below) was 150 basis points above LIBOR at both December 31, 2020 and 2019. |
Debt Disclosure [Text Block] | Long-Term Debt Long-term debt consists of the following: December 31, 2020 December 31, 2019 (In thousands) 2016 Revolving Credit Facility (1) $ — $ — 6.125% Senior Subordinated Notes due 2027 (the “6.125% Notes”) 250,000 250,000 2019 Mortgage Facility (2) 100,906 109,088 Mortgage notes to finance companies - fixed rate, bearing interest from 2.41% to 7.03% 212,135 194,535 Mortgage notes to finance companies - variable rate, bearing interest at 1.50 to 2.90 percentage points above one-month or three-month LIBOR 164,889 161,345 Subtotal $ 727,930 $ 714,968 Debt issuance costs (7,863) (8,082) Total debt 720,067 706,886 Less current maturities (68,244) (69,908) Long-term debt $ 651,823 $ 636,978 (1) The interest rate on the 2016 Revolving Credit Facility (as defined below) was 150 basis points above LIBOR at both December 31, 2020 and 2019. (2) The interest rate on the 2019 Mortgage Facility (as defined below) was 150 and 200 basis points above LIBOR at December 31, 2020 and 2019, respectively. Future maturities of long-term debt are as follows: Principal Year Ending December 31, (In thousands) 2021 $ 68,244 2022 51,417 2023 73,699 2024 115,842 2025 86,155 Thereafter 332,573 Total $ 727,930 2016 Credit Facilities On November 30, 2016, we entered into an amended and restated syndicated revolving credit facility (the “2016 Revolving Credit Facility”) and amended and restated syndicated new and used vehicle floor plan credit facilities (the “2016 Floor Plan Facilities” and, together with the 2016 Revolving Credit Facility, the “2016 Credit Facilities”). The amendment and restatement of the 2016 Credit Facilities extended the scheduled maturity date, increased availability under the 2016 Revolving Credit Facility by $25.0 million and increased availability under the 2016 Floor Plan Facilities by $215.0 million, among other things. On September 17, 2020, the 2016 Credit Facilities were amended to extend the scheduled maturity date for one additional year, to November 30, 2022. Availability under the 2016 Revolving Credit Facility is calculated as the lesser of $245.5 million or a borrowing base calculated based on certain eligible assets, less the aggregate face amount of any outstanding letters of credit under the 2016 Revolving Credit Facility (the “2016 Revolving Borrowing Base”). The 2016 Revolving Credit Facility may be increased at our option up to $295.5 million upon satisfaction of certain conditions. As of December 31, 2020, the 2016 Revolving Borrowing Base was approximately $227.7 million based on balances as of such date which will go into effect upon filing of this Annual Report on Form 10-K. As of December 31, 2020, we had no outstanding borrowings and approximately $13.0 million in outstanding letters of credit under the 2016 Revolving Credit Facility, resulting in total borrowing availability of approximately $214.7 million under the 2016 Revolving Credit Facility. The 2016 Floor Plan Facilities are comprised of a new vehicle revolving floor plan facility (as amended, the “2016 New Vehicle Floor Plan Facility”) and a used vehicle revolving floor plan facility (as amended, the “2016 Used Vehicle Floor Plan Facility”), subject to a borrowing base, in a combined amount of up to $966.0 million. We may, under certain conditions, request an increase in the 2016 Floor Plan Facilities to a maximum borrowing limit of up to $1.216 billion, which shall be allocated between the 2016 New Vehicle Floor Plan Facility and the 2016 Used Vehicle Floor Plan Facility as we request, with no more than 40% of the aggregate commitments allocated to the commitments under the 2016 Used Vehicle Floor Plan Facility. During the second quarter of 2020, we amended the 2016 Floor Plan Facilities to convert the 2016 Used Vehicle Floor Plan Facility from a borrowing base calculation of availability to a vehicle identification number (“VIN”)-specific floor plan borrowing and payoff process, which provides additional borrowing flexibility. Outstanding obligations under the 2016 Floor Plan Facilities are guaranteed by us and certain of our subsidiaries and are secured by a pledge of substantially all of our and our subsidiaries’ assets. The amounts outstanding under the 2016 Credit Facilities bear interest at variable rates based on specified percentages above LIBOR. We have agreed under the 2016 Credit Facilities not to pledge any assets to any third parties (other than those explicitly allowed to be pledged by the amended terms of the 2016 Credit Facilities), including other lenders, subject to certain stated exceptions, including floor plan financing arrangements. In addition, the 2016 Credit Facilities contain certain negative covenants, including covenants which could restrict or prohibit indebtedness, liens, the payment of dividends, capital expenditures and material dispositions and acquisitions of assets, as well as other customary covenants and default provisions. Specifically, the 2016 Credit Facilities permit cash dividends on our Class A and Class B Common Stock so long as no Event of Default (as defined in the 2016 Credit Facilities) has occurred and is continuing and provided that we remain in compliance with all financial covenants under the 2016 Credit Facilities. 6.125% Notes On March 10, 2017, we issued $250.0 million in aggregate principal amount of unsecured senior subordinated 6.125% Notes which mature on March 15, 2027. The 6.125% Notes were issued at a price of 100.0% of the principal amount thereof. Balances outstanding under the 6.125% Notes are guaranteed by all of our domestic operating subsidiaries. These guarantees are full and unconditional and joint and several. The parent company has no independent assets or operations. The non-domestic operating subsidiary that is not a guarantor is considered to be minor. Interest on the 6.125% Notes is payable semi-annually in arrears on March 15 and September 15 of each year. We may redeem the 6.125% Notes, in whole or in part, at any time on or after March 15, 2022 at the following redemption prices, which are expressed as percentages of the principal amount: Redemption Price Beginning on March 15, 2022 103.063 % Beginning on March 15, 2023 102.042 % Beginning on March 15, 2024 101.021 % Beginning on March 15, 2025 and thereafter 100.000 % Before March 15, 2022, we may redeem all or a part of the 6.125% Notes at a redemption price equal to 100.0% of the aggregate principal amount of the 6.125% Notes redeemed, plus the Applicable Premium (as defined in the indenture governing the 6.125% Notes) and accrued and unpaid interest, if any, to the redemption date. The indenture governing the 6.125% Notes also provides that holders of the 6.125% Notes may require us to repurchase the 6.125% Notes at a purchase price equal to 101.0% of the par value of the 6.125% Notes, plus accrued and unpaid interest, if any, to the date of purchase if we undergo a Change of Control (as defined in the indenture governing the 6.125% Notes). The indenture governing the 6.125% Notes contains certain specified restrictive covenants. We have agreed not to pledge any assets to any third-party lender of senior subordinated debt except under certain limited circumstances. We also have agreed to certain other limitations or prohibitions concerning the incurrence of other indebtedness, guarantees, liens, certain types of investments, certain transactions with affiliates, mergers, consolidations, issuance of preferred stock, cash dividends to stockholders, distributions, redemptions and the sale, assignment, lease, conveyance or disposal of certain assets. Specifically, the indenture governing the 6.125% Notes limits our ability to pay quarterly cash dividends on our Class A and Class B Common Stock in excess of $0.12 per share. We may only pay quarterly cash dividends on our Class A and Class B Common Stock if we comply with the terms of the indenture governing the 6.125% Notes. We were in compliance with all restrictive covenants in the indenture governing the 6.125% Notes as of December 31, 2020. Our obligations under the 6.125% Notes may be accelerated by the holders of 25% of the outstanding principal amount of the 6.125% Notes then outstanding if certain events of default occur, including: (1) defaults in the payment of principal or interest when due; (2) defaults in the performance, or breach, of our covenants under the 6.125% Notes; and (3) certain defaults under other agreements under which we or our subsidiaries have outstanding indebtedness in excess of $50.0 million. 2019 Mortgage Facility On November 22, 2019, we entered into a delayed draw-term loan credit agreement which is scheduled to mature on November 22, 2024 (the “2019 Mortgage Facility”). Under the 2019 Mortgage Facility, Sonic has a maximum borrowing limit of $112.2 million, which varies based on the appraised value of the collateral underlying the 2019 Mortgage Facility. The amount available for borrowing under the 2019 Mortgage Facility is subject to compliance with a borrowing base. The borrowing base is calculated based on 75% of the appraised value of certain eligible real estate designated by Sonic and owned by certain of our subsidiaries. Based on balances as of December 31, 2020, we had approximately $100.9 million of outstanding borrowings under the 2019 Mortgage Facility, resulting in total remaining borrowing availability of approximately $11.3 million under the 2019 Mortgage Facility. Amounts outstanding under the 2019 Mortgage Facility bear interest at (1) a specified rate above LIBOR (as defined in the 2019 Mortgage Facility), ranging from 1.50% to 2.75% per annum according to a performance-based pricing grid determined by the Company’s Consolidated Total Lease Adjusted Leverage Ratio (as defined in the 2019 Mortgage Facility) as of the last day of the immediately preceding fiscal quarter (the “Performance Grid”); or (2) a specified rate above the Base Rate (as defined in the 2019 Mortgage Facility), ranging from 0.50% to 1.75% per annum according to the Performance Grid. Interest on the 2019 Mortgage Facility is paid monthly in arrears calculated using the Base Rate plus the Applicable Rate (as defined in the 2019 Mortgage Facility) according to the Performance Grid. Repayment of principal is paid quarterly commencing on March 31, 2020 through September 30, 2024 at a rate of 2.50% of the aggregate initial principal amount. A balloon payment of the remaining balance will be due at the November 22, 2024 maturity date. Prior to the November 22, 2024 maturity date, the Company reserves the right to prepay the principal amount outstanding at any time without premium or penalty provided the prepayment amount exceeds $0.5 million. The 2019 Mortgage Facility contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants, including covenants which could restrict or prohibit indebtedness, liens, the payment of dividends and other restricted payments, capital expenditures and material dispositions and acquisitions of assets, as well as other customary covenants and default provisions. Specifically, the 2019 Mortgage Facility permits quarterly cash dividends on our Class A and Class B Common Stock up to $0.10 per share so long as no Event of Default (as defined in the 2019 Mortgage Facility) has occurred and is continuing and provided that we remain in compliance with all financial covenants under the 2019 Mortgage Facility. Mortgage Notes to Finance Companies As of December 31, 2020, the weighted-average interest rate of other outstanding mortgage notes (excluding the 2019 Mortgage Facility) was 3.52% and the total outstanding mortgage principal balance of these notes (excluding the 2019 Mortgage Facility) was approximately $377.0 million. These mortgage notes require monthly payments of principal and interest through their respective maturities, are secured by the underlying properties and contain certain cross-default provisions. Maturity dates for these mortgage notes range between 2021 and 2033. 2020 Line of Credit Facility On June 23, 2020, we entered into a line of credit agreement with Ally Bank which is scheduled to mature on June 22, 2021 (the “2020 Line of Credit Facility”). The 2020 Line of Credit Facility has borrowing availability of up to $57.0 million, which can be used for general corporate purposes. The amount available for borrowing under the 2020 Line of Credit Facility is directly tied to the appraised value of certain real estate properties of the Company which are used as collateral for any funds drawn under the 2020 Line of Credit Facility. As of December 31, 2020, we had no outstanding borrowings under the 2020 Line of Credit Facility, resulting in $57.0 million remaining borrowing availability under the 2020 Line of Credit Facility. The 2020 Line of Credit Facility contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants, including covenants which could restrict or prohibit indebtedness, liens, the payment of dividends and other restricted payments, capital expenditures and material dispositions and acquisitions of assets, as well as other usual and customary covenants and default provisions. Specifically, the 2020 Line of Credit Facility permits quarterly cash dividends on our Class A and Class B Common Stock up to $0.10 per share so long as no Event of Default (as defined in the 2020 Line of Credit Facility) has occurred and is continuing and provided that we remain in compliance with all financial covenants under the 2020 Line of Credit Facility. Covenants We have agreed under the 2016 Credit Facilities, the 2019 Mortgage Facility and the 2020 Line of Credit Facility not to pledge any assets to any third parties (other than those explicitly allowed to be pledged by the amended terms of the 2016 Credit Facilities, the 2019 Mortgage Facility and the 2020 Line of Credit Facility), including other lenders, subject to certain stated exceptions, including floor plan financing arrangements. In addition, the 2016 Credit Facilities, the 2019 Mortgage Facility and the 2020 Line of Credit Facility contain certain negative covenants, including covenants which could restrict or prohibit indebtedness, liens, the payment of dividends and other restricted payments, capital expenditures and material dispositions and acquisitions of assets, as well as other customary covenants and default provisions. We were in compliance with the financial covenants under the 2016 Credit Facilities, the 2019 Mortgage Facility and the 2020 Line of Credit Facility as of December 31, 2020. Financial covenants include required specified ratios (as each is defined in the 2016 Credit Facilities, the 2019 Mortgage Facility and the 2020 Line of Credit) 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, 2020 actual 1.18 2.07 2.78 The 2016 Credit Facilities, the 2019 Mortgage Facility and the 2020 Line of Credit Facility contain events of default, including cross defaults to other material indebtedness, change of control events and other events of default customary for syndicated commercial credit facilities. Upon the future occurrence of an event of default, we could be required to immediately repay all outstanding amounts under the 2016 Credit Facilities, the 2019 Mortgage Facility and the 2020 Line of Credit Facility. After giving effect to the applicable restrictions on the payment of dividends under our debt agreements, as of December 31, 2020, we had approximately $303.3 million of net income and retained earnings free of such restrictions. We were in compliance with all restrictive covenants as of December 31, 2020. In addition, many of our facility leases are governed by a guarantee agreement between the landlord and us that contains financial and operating covenants. The financial covenants under the guarantee agreement are identical to those under the 2016 Credit Facilities, the 2019 Mortgage Facility and the 2020 Line of Credit Facility with the exception of one additional financial covenant related to the ratio of EBTDAR to Rent (as defined in the guarantee agreement) with a required ratio of no less than 1.50 to 1.00. As of December 31, 2020, the ratio was 6.93 to 1.00. Derivative Instruments and Hedging Activities As of both December 31, 2020 and 2019, we had interest rate cap agreements designated as hedging instruments to limit our exposure to increases in LIBOR rates above certain levels. Under the terms of these interest rate cap agreements, interest rates reset monthly. We paid cash premiums of approximately $2.8 million and $1.9 million in 2018 and 2017, respectively, upon entering into new interest rate cap agreements, and the cash premiums were reflected in operating cash flows for the periods in which the premiums were paid. The total unamortized premium amounts related to the outstanding interest rate caps were approximately $2.2 million and $3.7 million as of December 31, 2020 and 2019, respectively, and will be amortized into income as a reduction of interest expense, other, net in the accompanying consolidated statements of operations over the remaining term of the interest rate cap agreements. The fair value of the outstanding interest rate cap positions at December 31, 2020 was not material to the accompanying consolidated balance sheet as of such date. The fair value of the outstanding interest rate cap positions at December 31, 2019 was a net asset of approximately $0.1 million, included in other assets in the accompanying consolidated balance sheet as of such date. Notional Amount Cap Rate (1) Receive Rate (1) (2) Start Date Maturing Date (In millions) $ 312.5 2.000% one-month LIBOR July 1, 2019 June 30, 2020 $ 250.0 3.000% one-month LIBOR July 1, 2019 June 30, 2020 $ 225.0 3.000% one-month LIBOR July 1, 2020 June 30, 2021 $ 150.0 2.000% one-month LIBOR July 1, 2020 July 1, 2021 $ 250.0 3.000% one-month LIBOR July 1, 2021 July 1, 2022 (1) Under these interest rate caps, no payment from the counterparty will occur unless the stated receive rate exceeds the stated cap rate, in which case a net payment to us from the counterparty, based on the spread between the receive rate and the cap rate, will be recognized as a reduction of interest expense, other, net in the accompanying consolidated statements of operations. (2) The one-month LIBOR rate was approximately 0.144% at December 31, 2020. The interest rate caps are designated as cash flow hedges, and the changes in the fair value of these instruments are recorded in total other comprehensive income (loss) before taxes in the accompanying consolidated statements of comprehensive operations and are disclosed in the supplemental schedule of non-cash financing activities in the accompanying consolidated statements of cash flows. There was no incremental interest income (the excess of interest received over interest paid) related to the interest rate caps for 2020. The incremental interest income (the excess of interest received over interest |
6.125% Notes | |
Debt Instrument [Line Items] | |
Redemption Price, Percentage | We may redeem the 6.125% Notes, in whole or in part, at any time on or after March 15, 2022 at the following redemption prices, which are expressed as percentages of the principal amount: Redemption Price Beginning on March 15, 2022 103.063 % Beginning on March 15, 2023 102.042 % Beginning on March 15, 2024 101.021 % Beginning on March 15, 2025 and thereafter 100.000 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes for Continuing Operations - Benefit (Expense) | The provision for income taxes for continuing operations - benefit (expense) consists of the following: Year Ended December 31, 2020 2019 2018 (In thousands) Current: Federal $ (33,819) $ (62,016) $ (37,028) State (16,549) (12,563) (7,411) Total current (50,368) (74,579) (44,439) Deferred 34,468 19,471 21,517 Total provision for income taxes for continuing operations - benefit (expense) $ (15,900) $ (55,108) $ (22,922) |
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 from continuing operations is as follows: Year Ended December 31, 2020 2019 2018 U.S. statutory federal income tax rate 21.00 % 21.00 % 21.00 % Effective state income tax rate (8.44) % 4.10 % 4.60 % Valuation allowance adjustments 7.45 % (0.18) % 0.20 % Uncertain tax positions (0.63) % (0.45) % 0.17 % Effect of goodwill impairment (60.22) % 0.00 % 0.00 % Non-deductible compensation (7.13) % 1.48 % 3.06 % Tax credits 7.37 % 0.00 % 0.00 % Other (5.13) % 1.65 % 1.41 % Effective income tax rate (45.73) % 27.60 % 30.44 % |
Components of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities are as follows: December 31, 2020 December 31, 2019 (In thousands) Deferred tax assets: Accruals and reserves $ 32,920 $ 27,271 State net operating loss carryforwards 8,965 10,771 Basis difference in property and equipment 9,941 20,923 Interest and state taxes associated with the liability for uncertain income tax positions 987 938 Fair value of interest rate swaps and interest rate caps 1,354 1,153 Basis difference in liabilities related to right-of-use assets 98,447 93,808 Basis difference in inventories 427 — Other 1,904 2,146 Total deferred tax assets 154,945 157,010 Deferred tax liabilities: Basis difference in inventories — (804) Basis difference in goodwill (24,497) (61,397) Basis difference in right-of-use assets (95,078) (90,679) Other (1,603) (2,316) Total deferred tax liabilities (121,178) (155,196) Valuation allowance (5,184) (7,775) Net deferred tax asset (liability) $ 28,583 $ (5,961) |
Summary of Changes in Liability Related to Unrecognized Tax Benefits | A summary of the changes in the liability related to our unrecognized tax benefits is presented below. 2020 2019 2018 (In thousands) Unrecognized tax benefit liability, January 1 (1) $ 3,839 $ 4,901 $ 4,645 New positions — — — Prior period positions: Increases 1,749 1,795 7 Decreases (2,230) (2,697) (199) Increases from current period positions 774 582 714 Settlements — (653) — Lapse of statute of limitations (8) (8) (69) Other (89) (81) (197) Unrecognized tax benefit liability, December 31 (2) $ 4,035 $ 3,839 $ 4,901 (1) Excludes accrued interest and penalties of $0.5 million, $0.6 million and $0.6 million at January 1, 2020, 2019 and 2018, respectively. (2) Excludes accrued interest and penalties of $0.5 million, $0.5 million and $0.6 million at December 31, 2020, 2019 and 2018, respectively. |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 thousands, except per share data, term in years) Balance at December 31, 2019 — $ — — $ — 0.0 $ — Granted 2,273 $ 16.76 - 16.76 $ 16.76 Forfeited (6) $ 16.76 - 16.76 $ 16.76 Balance at December 31, 2020 2,267 $ 16.76 - 16.76 $ 16.76 9.3 $ 49,434 |
Schedule Intrinsic Value of Options Exercised | Year Ended December 31, 2020 2019 2018 (In thousands) Weighted-average grant date fair value of options granted $ 4.17 $ — $ — Intrinsic value of stock options exercised $ — $ 426 $ 3,564 |
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 thousands, except per share data) Balance at December 31, 2019 2,347 $ 19.34 Granted 69 $ 22.64 Forfeited (3) $ 14.77 Vested (862) $ 19.60 Balance at December 31, 2020 1,551 $ 18.31 |
Status of Supplemental Executive Retirement Plan | The following table sets forth the status of the SERP: Year Ended December 31, 2020 2019 Change in projected benefit obligation: (In thousands) Obligation at January 1 $ 18,008 $ 13,326 Service cost 2,373 1,731 Interest cost 532 575 Actuarial loss (gain) 1,843 2,641 Amendments/settlements/curtailments loss (gain) — — Benefits paid (265) (265) Obligation at December 31 (1) $ 22,491 $ 18,008 Accumulated benefit obligation $ 17,476 $ 13,694 (1) As of December 31, 2020, approximately $0.4 million is included in other accrued liabilities and approximately $22.1 million is included in other long-term liabilities in the accompanying consolidated balance sheet as of such date. As of December 31, 2019, approximately $0.4 million is included in other accrued liabilities and approximately $17.6 million is included in other long-term liabilities in the accompanying consolidated balance sheet as of such date. |
Schedule of Funded Status | Year Ended December 31, 2020 2019 (In thousands) Change in fair value of plan assets: Plan assets at January 1 $ — $ — Actual return on plan assets — — Employer contributions 265 265 Benefits paid (265) (265) Plan assets at December 31 — — Funded status recognized $ (22,491) $ (18,008) |
Cost Components of Supplemental Executive Retirement Plan | The following table provides the cost components of the SERP: Year Ended December 31, 2020 2019 (In thousands) Service cost $ 2,373 $ 1,731 Interest cost 532 575 Net pension expense (benefit) $ 2,905 $ 2,306 |
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, 2020 2019 Discount rate 2.25 % 2.99 % 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 thousands) 2021 $ 360 2022 $ 360 2023 $ 360 2024 $ 360 2025 $ 360 2026 - 2030 $ 2,554 |
Schedule of Multiemployer Pension Plans Affecting Period-to-Period Comparability of Contributions | Our participation in the AI Pension Plan for 2020, 2019 and 2018 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, 2020 and 2019 is for the plan’s year-end at December 31, 2019 and 2018, 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 decreased 5.5% from December 31, 2018 to December 31, 2019 and decreased 18.6% from December 31, 2019 to December 31, 2020, affecting the period-to-period comparability of the contributions for 2020, 2019 and 2018. Pension Protection Act Zone Status FIP/RP Status Sonic Contributions Surcharge Imposed Collective Bargaining Agreement Expiration Date Pension Fund EIN/Pension Plan Number 2020 2019 Pending /Implemented Year Ended December 31, 2020 2019 2018 (In thousands) AI Pension Plan 94-1133245 Red Red RP Implemented $159 $181 $176 Yes Between |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019 are as follows: Fair Value Based on Significant Other Observable Inputs (Level 2) December 31, 2020 December 31, 2019 (In thousands) Assets: Cash surrender value of life insurance policies (1) $ 35,739 $ 32,799 Interest rate caps designated as hedges (2) — 97 Total assets $ 35,739 $ 32,896 Liabilities: Deferred compensation plan (3) $ 20,685 $ 17,890 Total liabilities $ 20,685 $ 17,890 (1) Included in other assets in the accompanying consolidated balance sheets. (2) As of December 31, 2020, the amount included in other assets was not material to the accompanying consolidated balance sheet as of such date. As of December 31, 2019, approximately $0.1 million was included in other assets in the accompanying consolidated balance sheet as of such date. |
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis | The carrying value of assets and liabilities measured at fair value on a non-recurring basis but not completely adjusted to fair value in the accompanying consolidated balance sheet as of December 31, 2020, are included in the table below. Certain components of long-lived assets held and used have been adjusted to fair value through impairment charges as discussed in Note 4, “Property and Equipment,” and Note 5, “Intangible Assets and Goodwill.” |
Fair Value and Carrying Value of Fixed Rate Long-Term Debt | he fair value and carrying value of Sonic ’ s significant fixed rate long-term debt were as follows: December 31, 2020 December 31, 2019 Fair Value Carrying Value Fair Value Carrying Value (In thousands) 6.125% Notes (1) $ 263,438 $ 250,000 $ 261,250 $ 250,000 Mortgage Notes (2) $ 215,928 $ 212,135 $ 195,962 $ 194,535 (1) As determined by market quotations as of December 31, 2020 and 2019, 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, 2020 | |
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 thousands) Balance at December 31, 2017 $ 1,750 $ (443) $ 1,307 Other comprehensive income before reclassifications (1) 1,517 1,642 3,159 Amounts reclassified out of accumulated other comprehensive income (loss) (2) (233) — (233) Net current-period other comprehensive income 1,284 1,642 2,926 Balance at December 31, 2018 $ 3,034 $ 1,199 $ 4,233 Other comprehensive income (loss) before reclassifications (3) (1,646) (1,935) (3,581) Amounts reclassified out of accumulated other comprehensive income (loss) (4) (2,714) — (2,714) Net current-period other comprehensive income (loss) (4,360) (1,935) (6,295) Balance at December 31, 2019 $ (1,326) $ (736) $ (2,062) Other comprehensive income (loss) before reclassifications (5) 1,140 (1,336) (196) Amounts reclassified out of accumulated other comprehensive income (loss) (6) (1,358) — (1,358) Net current-period other comprehensive income (loss) (218) (1,336) (1,554) Balance at December 31, 2020 $ (1,544) $ (2,072) $ (3,616) (1) Net of tax expense of $548 related to gains on cash flow hedges and tax expense of $726 related to the defined benefit pension plan. (2) Net of tax benefit of $88 related to gains on cash flow hedges. (3) Net of tax benefit of $836 related to gains on cash flow hedges and tax benefit of $734 related to the defined benefit pension plan. (4) Net of tax benefit of $1,108 related to gains on cash flow hedges. (5) Net of tax expense of $337 related to cash flow hedges and tax benefit of $507 related to the defined benefit pension plan. (6) Net of tax benefit of $555 related to cash flow hedges. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended | ||
Dec. 31, 2020USD ($)retail_Units | Dec. 31, 2019USD ($)retail_Units | Dec. 31, 2018USD ($)retail_Units | |
Segment Reporting Information [Line Items] | |||
Total capital expenditures | $ 127,183,000 | $ 125,576,000 | $ 163,619,000 |
Legal Costs | 1,700,000 | ||
EchoPark Capital Expenditures | 34,843,000 | 36,244,000 | 46,765,000 |
Franchised Dealerships Capital Expenditures | 92,340,000 | 89,332,000 | 116,854,000 |
EchoPark Interest Expense, Other, Net | 948,000 | 1,722,000 | 1,663,000 |
Franchised Segment Interest Expense, Other, Net | 40,624,000 | 51,231,000 | 52,396,000 |
Lease exit expense | 1,400,000 | ||
Gain on EchoPark Disposal | 5,200,000 | ||
Gain on Franchise Disposal | 4,000,000 | 76,000,000 | 38,900,000 |
Debt Extinguishment Costs | 7,200,000 | ||
Executive transition costs | 6,300,000 | 1,600,000 | |
Franchised Dealerships Storm Damage Charges | 4,000,000 | ||
EchoPark Segment Assets | 478,869,000 | 244,054,000 | |
Franchised Dealerships Segment Assets | 3,096,811,000 | 3,797,878,000 | |
EchoPark Depreciation and Amortization | 11,094,000 | 10,533,000 | 7,774,000 |
Franchised Dealerships Depreciation and Amortization | 79,929,000 | 82,636,000 | 85,849,000 |
EchoPark Floorplan Exp | 3,162,000 | 3,464,000 | 2,272,000 |
Franchised Dealerships Floorplan Exp | $ 24,066,000 | $ 45,055,000 | $ 46,126,000 |
Segment Retail Units | retail_Units | 252,306 | 276,280 | 262,322 |
EchoPark Retail Units | retail_Units | 57,161 | 49,520 | 29,437 |
Franchised Dealerships Retail Units | retail_Units | 195,145 | 226,760 | 232,885 |
Segment Income | $ 235,253,000 | $ 220,413,000 | $ 104,826,000 |
EchoPark Segment Income | 4,078,000 | 9,146,000 | (52,587,000) |
Franchised Dealerships Segment Income | 231,175,000 | 211,267,000 | 157,413,000 |
EchoPark Segment Revenue | 1,418,986,000 | 1,162,018,000 | 700,177,000 |
EchoPark F&I Revenue | 132,026,000 | 113,834,000 | 60,709,000 |
EchoPark Fixed Ops Revenue | 39,341,000 | 28,753,000 | 16,328,000 |
EchoPark Wholesale Revenue | 28,723,000 | 22,926,000 | 20,441,000 |
EchoPark Used Vehicle Revenue | 1,218,896,000 | 996,505,000 | 602,699,000 |
Franchised Dealerships Segment Revenue | 8,348,056,000 | 9,292,325,000 | 9,251,453,000 |
Franchised Dealerships F&I Revenue | 357,848,000 | 363,117,000 | 344,814,000 |
Franchised Dealerships Fixed Ops Revenue | 1,194,394,000 | 1,366,550,000 | 1,364,559,000 |
Franchised Dealerships New Vehicle Revenue | 4,281,223,000 | 4,889,171,000 | 4,974,097,000 |
Franchised Dealerships Used Vehicle Revenue | 2,345,936,000 | 2,493,467,000 | 2,370,799,000 |
Franchised Dealerships Wholesale Revenue | $ 168,655,000 | $ 180,020,000 | $ 197,184,000 |
Leases, Codification Topic 842
Leases, Codification Topic 842 (Tables) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease Cash [Abstract] | ||
Finance Lease, Principal Payments | $ 21,906,000 | $ 5,181,000 |
Finance Lease, Interest Payment on Liability | 5,432,000 | 5,097,000 |
Operating Lease, Payments | 65,834,000 | 69,834,000 |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | 35,056,000 | 10,926,000 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 50,046,000 | $ 22,055,000 |
Lease Other Information [Abstract] | ||
Finance Lease, Weighted Average Remaining Lease Term | 11 years 3 months 18 days | 11 years 9 months 18 days |
Operating Lease, Weighted Average Remaining Lease Term | 9 years 8 months 12 days | 9 years 6 months |
Finance Lease, Weighted Average Discount Rate, Percent | 13.89% | 18.74% |
Operating Lease, Weighted Average Discount Rate, Percent | 6.60% | 6.69% |
Finance Lease, Liability, Payment, Due [Abstract] | ||
Finance Lease, Liability, Payments, Due Next Twelve Months | $ 9,891,000 | |
Finance Lease, Liability, Payments, Due Year Two | 9,909,000 | |
Finance Lease, Liability, Payments, Due Year Three | 9,978,000 | |
Finance Lease, Liability, Payments, Due Year Four | 10,105,000 | |
Finance Lease, Liability, Payments, Due Year Five | 10,213,000 | |
Finance Lease, Liability, Payments, Due after Year Five | 60,712,000 | |
Finance Lease, Liability, Payment, Due | 110,808,000 | |
Finance Lease, Liability, Undiscounted Excess Amount | 45,003,000 | |
Finance Lease, Liability, Current | 3,515,000 | $ 1,564,000 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months | 62,935,000 | |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 56,233,000 | |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 54,167,000 | |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 48,872,000 | |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 42,460,000 | |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 203,171,000 | |
Lessee, Operating Lease, Liability, Payments, Due | 467,838,000 | |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 128,935,000 | |
Operating lease liabilities | 338,903,000 | |
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract] | ||
Lessor, Operating Lease, Payments to be Received, Next Twelve Months | 8,956,000 | |
Lessor, Operating Lease, Payments to be Received, Two Years | 6,103,000 | |
Lessor, Operating Lease, Payments to be Received, Three Years | 6,103,000 | |
Lessor, Operating Lease, Payments to be Received, Four Years | 5,042,000 | |
Lessor, Operating Lease, Payments to be Received, Five Years | 1,916,000 | |
Lessor, Operating Lease, Payments to be Received, Thereafter | 2,354,000 | |
Lessor, Operating Lease, Payments to be Received | 30,474,000 | |
Lease, Cost [Abstract] | ||
Finance Lease, ROU Asset, Amortization | 3,448,000 | 3,213,000 |
Finance Lease, Interest Expense | 5,432,000 | 5,097,000 |
Operating Lease, Cost | 65,856,000 | 68,367,000 |
Short-term Lease, Cost | 1,464,000 | 1,570,000 |
Variable Lease, Cost | 5,185,000 | 2,120,000 |
Sublease Income | 12,187,000 | 14,207,000 |
Lease, Cost | $ 69,198,000 | $ 66,160,000 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)Statereporting_unitStoreDealershipsSegmentBrandCollision | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of operating segments | Segment | 2 | ||
Number of new vehicle dealerships | Dealerships | 96 | ||
Number of states | State | 12 | ||
Number of different brands of cars and light trucks | Brand | 21 | ||
Number of collision repair centers | Collision | 14 | ||
Operating lease liabilities | $ 338,903 | ||
ROU assets | 330,322 | $ 337,842 | |
Revenue allowances for commission reserves | 34,200 | 32,000 | |
Amount recognized for floor plan assistance | $ 40,600 | 41,500 | $ 42,200 |
Term for funding of finance contracts | 10 days | ||
Contracts in transit included in receivables, net | $ 179,700 | 230,900 | |
Receivables, net | $ 371,666 | 432,742 | |
Number of reporting units | reporting_unit | 2 | ||
Goodwill | $ 213,977 | 475,791 | 509,592 |
Insurance reserves | 25,800 | 23,100 | |
Concentrations of credit risk with respect to receivables are limited primarily to receivables from automobile manufacturers | 80,200 | 94,800 | |
Advertising expense | 42,200 | 60,800 | 63,100 |
Cooperative manufacturer credits advertising expenses | $ 19,200 | 25,300 | $ 26,700 |
Number of reportable Segment | Segment | 2 | ||
Income Tax Benefit Goodwill Impairment | $ 51,300 | ||
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 | 208,800 | $ 258,700 | |
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 | $ 0 | ||
Dealership | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of dealership that is accounted for under the equity method | 50.00% | ||
Franchised dealerships | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Goodwill | $ 147,300 | ||
EchoPark | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Goodwill | $ 66,700 | ||
Franchised dealerships | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of Stores | Store | 84 | ||
EchoPark | |||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||
Number of Stores | Store | 16 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | |||
Total revenues | $ 9,767,042,000 | $ 10,454,343,000 | $ 9,951,630,000 |
Cost of Sales: | |||
Work in process | 3,900,000 | 5,100,000 | |
Total cost of sales | (8,343,397,000) | (8,933,326,000) | (8,505,505,000) |
Operating income (loss) | 33,939,000 | 307,706,000 | 177,663,000 |
Assets: | |||
Receivables, net | 371,666,000 | 432,742,000 | |
Liabilities: | |||
Other accrued liabilities | 279,477,000 | 266,211,000 | |
Stockholders’ Equity: | |||
Retained Earnings (Accumulated Deficit) | 721,770,000 | 790,158,000 | |
Parts, service and collision repair | |||
Revenues: | |||
Total revenues | 1,233,735,000 | 1,395,303,000 | 1,380,887,000 |
Cost of Sales: | |||
Total cost of sales | (639,182,000) | (727,288,000) | (713,526,000) |
Finance, insurance and other, net | |||
Revenues: | |||
Total revenues | 489,874,000 | 476,951,000 | $ 405,523,000 |
ASU 2014-09 | Finance, insurance and other, net | |||
Assets: | |||
Contract with Customer, Asset, Net, Current | $ 21,700,000 | $ 12,900,000 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Range of Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2020 | |
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 | 30 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_3
Business Acquisitions and Dispositions - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)storeDealerships | Dec. 31, 2019USD ($)store | Dec. 31, 2018USD ($)DealershipsBusinessstore | |
Business Acquisition [Line Items] | |||
Number of franchise dealerships opened | 1 | ||
Number of EchoPark opened | 7 | 3 | |
Number of businesses acquired | 2 | ||
Number of franchises disposed | 1 | 2 | |
Number of franchises disposed mid-line | 1 | 9 | 5 |
Cash generated from disposition | $ | $ 9,600 | $ 250,700 | $ 128,700 |
Number of franchises terminated | Dealerships | 2 | 1 | |
Number of dealerships held for sale | 0 | ||
Payments to Acquire Businesses, Gross | $ | $ 19,700 | ||
Number of EchoPark closed | Dealerships | 4 |
Business Acquisitions and Dis_4
Business Acquisitions and Dispositions - Revenues and Other Activities Associated with Disposed Dealerships Classified as Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income (loss) from discontinued operations before taxes | $ (1,002) | $ (554) | $ (1,017) |
Discontinued operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income (loss) from operations before taxes | (1,002) | (554) | (610) |
Lease exit accrual adjustments and charges | 0 | 0 | (407) |
Income (loss) from discontinued operations before taxes | $ (1,002) | $ (554) | $ (1,017) |
Business Acquisitions and Dis_5
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income (loss) from operations before taxes and items below | $ (2,580) | $ 2,717 | $ (5,158) |
Gain (loss) on disposal of dealerships (1) | 3,095 | 74,812 | 39,307 |
Lease exit accrual adjustments and charges | 0 | 170 | (408) |
Impairment charges | 0 | 0 | (8,137) |
Income (loss) before taxes | 515 | 77,699 | 25,604 |
Total revenues | $ 52,138 | $ 419,469 | $ 884,581 |
Inventories and Related Notes_3
Inventories and Related Notes Payable - Floor Plan - Components of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
New vehicles | $ 648,448 | $ 983,123 |
Used vehicles | 413,209 | 319,791 |
Service loaners | 128,531 | 152,278 |
Parts, accessories and other | 57,066 | 62,683 |
Net inventories | $ 1,247,254 | $ 1,517,875 |
Inventories and Related Notes_4
Inventories and Related Notes Payable - Floor Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |||
Average interest rate for new vehicle floor plan facilities | 1.72% | 3.03% | 3.10% |
Amount recognized for floor plan assistance | $ 40.6 | $ 41.5 | $ 42.2 |
Average interest rate for used vehicle floor plan facilities | 2.02% | 3.10% | 2.98% |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation | $ (673,082) | $ (616,611) |
Subtotal | 1,130,220 | 1,123,487 |
Less assets held for sale | (9,694) | (26,240) |
Property and equipment, net | 1,120,526 | 1,097,247 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total, at cost | 375,297 | 373,301 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total, at cost | 1,028,016 | 969,609 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total, at cost | 365,222 | 346,260 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total, at cost | 34,767 | 50,928 |
Property, Plant and Equipment, Net, Excluding Capital Leased Assets | ||
Property, Plant and Equipment [Line Items] | ||
Total, at cost | $ 1,803,302 | $ 1,740,098 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Interest capitalized in conjunction with construction projects and software development | $ 0.8 | $ 1.6 | $ 1.5 |
Commitments for facility construction projects | $ 56.9 |
Property and Equipment - Impair
Property and Equipment - Impairment Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Franchise PPE Impair | $ 2,017 | $ 1,101 | $ 25,832 |
EchoPark PPE Impair | 0 | 19,667 | 1,582 |
Property and equipment impairment charges | $ 2,017 | $ 20,768 | $ 27,414 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Changes in Carrying Amount of Franchise Assets and Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Goodwill | |||
Beginning balance | $ 475,791,000 | $ 475,791,000 | $ 509,592,000 |
Additions through current year acquisitions | 6,680,000 | ||
Reductions from dispositions | (494,000) | (33,801,000) | |
Reductions from impairment | (268,000,000) | (268,000,000) | |
Ending balance | 213,977,000 | 475,791,000 | |
Net of accumulated impairment losses | 1,100,000,000 | 796,700,000 | |
Net of accumulated impairment losses | 1,100,000,000 | 796,700,000 | |
Franchise assets | |||
Franchise Assets | |||
Beginning balance | $ 64,300,000 | 64,300,000 | 65,700,000 |
Additions through current year acquisitions | 0 | ||
Reductions from dispositions | 0 | (1,400,000) | |
Reductions from impairment | 0 | ||
Ending balance | 64,300,000 | $ 64,300,000 | |
Continuing operations | Franchise assets | |||
Franchise Assets | |||
Reductions from impairment | $ 0 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Income Tax Benefit Goodwill Impairment | $ 51,300,000 | |||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill impairment | $ 268,000,000 | 268,000,000 | ||
Income Tax Expense (Benefit) | 15,900,000 | $ 55,108,000 | $ 22,922,000 | |
Income Tax Benefit Goodwill Impairment | 51,300,000 | |||
Franchise assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Indefinite life Intangible asset, impairment charge | 0 | |||
Franchise assets | Continuing operations | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Indefinite life Intangible asset, impairment charge | $ 0 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 10, 2017 |
Debt Instrument [Line Items] | |||
Mortgage notes to finance companies - fixed rate, bearing interest from 2.41% to 7.03% | $ 727,930 | $ 714,968 | |
Debt issuance costs | (7,863) | (8,082) | |
Total debt | 720,067 | 706,886 | |
Less current maturities | (68,244) | (69,908) | |
Long-Term Debt | 651,823 | 636,978 | |
Mortgage notes | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Percentage Bearing Fixed Interest, Amount | 212,135 | 194,535 | |
Long-term Debt, Percentage Bearing Variable Interest, Amount | 164,889 | 161,345 | |
Mortgage notes to finance companies - fixed rate, bearing interest from 2.41% to 7.03% | 377,000 | ||
2019 Mortgage Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Percentage Bearing Variable Interest, Amount | 100,906 | 109,088 | |
2016 Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
2016 Revolving Credit Facility | 0 | 0 | |
6.125% Notes | |||
Debt Instrument [Line Items] | |||
Senior Subordinated Notes | 250,000 | 250,000 | |
Total debt | $ 250,000 | $ 250,000 | |
Stated interest rate on debt agreement | 6.125% | 6.125% | 6.125% |
2019 Mortgage Facility [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate on debt agreement | 2.50% | ||
2019 Mortgage Facility Outstanding | $ 100,900 | ||
Debt Instrument, Unused Borrowing Capacity, Amount | 11,300 | ||
Long Term Debt Prepayment | $ 500 |
Long-Term Debt - Future Maturit
Long-Term Debt - Future Maturities of Long-Term Debt (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2019 | $ 68,244 |
2020 | 51,417 |
2021 | 73,699 |
2022 | 115,842 |
2023 | 86,155 |
Thereafter | 332,573 |
Total | $ 727,930 |
Long-Term Debt Long-Term Debt -
Long-Term Debt Long-Term Debt - 2016 Credit Facilities (Details) - USD ($) | Nov. 30, 2016 | Dec. 31, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | |||
Maximum Borrowing 2019 Mortgage Facility | $ 112,200,000 | ||
2016 Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
2016 Revolving Credit Facility | 0 | $ 0 | |
Revolving Credit Facility | 2016 Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Increased availability under borrowing facility | $ 25,000,000 | ||
Current borrowing capacity | 245,500,000 | ||
Maximum borrowing capacity | 295,500,000 | ||
Borrowing base | 227,700,000 | ||
2016 Revolving Credit Facility | 0 | ||
Letters of credit outstanding amount | 13,000,000 | ||
Borrowing availability amount | 214,700,000 | ||
Revolving Credit Facility | 2016 Floor Plan Facilities | |||
Line of Credit Facility [Line Items] | |||
Increased availability under borrowing facility | $ 215,000,000 | ||
Current borrowing capacity | 966,000,000 | ||
Maximum borrowing capacity | $ 1,216,000,000 | ||
Revolving Credit Facility | 2016 Used Vehicle Floor Plan Facility | |||
Line of Credit Facility [Line Items] | |||
Allocation of credit facility increase, percentage | 40.00% |
Long-Term Debt - Notes Narrativ
Long-Term Debt - Notes Narrative (Details) - USD ($) | Mar. 10, 2017 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Outstanding mortgage principal balance | $ 727,930,000 | $ 714,968,000 | |
Outstanding Balance 2020 LOC | 0 | ||
Maximum Borrowing 2020 Line of Credit Facility | 57,000,000 | ||
Remaining Availability 2020 LOC | 57,000,000 | ||
Long-term Debt, Gross | $ 727,930,000 | $ 714,968,000 | |
Mortgage notes | |||
Debt Instrument [Line Items] | |||
Debt weighted average interest rate on note | 3.52% | ||
Outstanding mortgage principal balance | $ 377,000,000 | ||
Long-term Debt, Gross | $ 377,000,000 | ||
6.125% Notes | |||
Debt Instrument [Line Items] | |||
Stated interest rate on debt agreement | 6.125% | 6.125% | 6.125% |
Principal amount | $ 250,000,000 | ||
Notes issued at a price of principal amount | 100.00% | ||
Notes redemption price percentage of the par value due to change of control | 101.00% | ||
Debt instrument maximum allowed dividends per share (usd per share) | $ 0.12 | ||
Outstanding principal amount of the 6.125% notes | 25.00% | ||
6.125% Notes | Minimum | |||
Debt Instrument [Line Items] | |||
Indebtedness with outstanding balance under other agreements | $ 50,000,000 | ||
2019 Mortgage Facility [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate on debt agreement | 2.50% | ||
DividendRestrictionMaximumAmountPerShare | $ 0.10 | ||
Percent of Collateralized Real Estate | 75.00% | ||
2019 Mortgage Facility [Member] | Maximum | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread LIBOR | 2.75% | ||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
2019 Mortgage Facility [Member] | Minimum | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread LIBOR | 1.50% | ||
Debt Instrument, Basis Spread on Variable Rate | 0.50% |
Long-Term Debt - Redemption Pri
Long-Term Debt - Redemption Price, Percentage (Details) - 6.125% Notes | 12 Months Ended |
Dec. 31, 2020 | |
Beginning on March 15, 2022 | |
Debt Instrument, Redemption [Line Items] | |
Redemption Price | 103.063% |
Beginning on March 15, 2023 | |
Debt Instrument, Redemption [Line Items] | |
Redemption Price | 102.042% |
Beginning on March 15, 2024 | |
Debt Instrument, Redemption [Line Items] | |
Redemption Price | 101.021% |
Beginning on March 15, 2025 and thereafter | |
Debt Instrument, Redemption [Line Items] | |
Redemption Price | 100.00% |
Long-Term Debt - Financial Cove
Long-Term Debt - Financial Covenants Include Required Specified Ratios (Details) | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | |
Minimum Consolidated Liquidity Ratio | 118.00% |
Minimum Consolidated Fixed Charge Coverage Ratio | 207.00% |
Maximum Consolidated Total Lease Adjusted Leverage Ratio | 278.00% |
Required ratio | |
Line of Credit Facility [Line Items] | |
Minimum Consolidated Liquidity Ratio | 105.00% |
Minimum Consolidated Fixed Charge Coverage Ratio | 120.00% |
Maximum Consolidated Total Lease Adjusted Leverage Ratio | 575.00% |
Long-Term Debt Long-Term Debt_2
Long-Term Debt Long-Term Debt - Covenants (Details) - 2016 Credit facility | Dec. 31, 2020USD ($) |
Line of Credit Facility [Line Items] | |
Minimum EBTDAR to rent ratio | 693.00% |
Required ratio | |
Line of Credit Facility [Line Items] | |
Minimum EBTDAR to rent ratio | 150.00% |
Minimum | |
Line of Credit Facility [Line Items] | |
Net income and retained earnings free of restrictions | $ 303,300,000 |
Long-Term Debt - Derivative Ins
Long-Term Debt - Derivative Instruments and Hedging Activities Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivatives, Fair Value [Line Items] | ||||
Cash premiums paid | $ 2,800 | $ 1,900 | ||
Unamortized premium | $ 2,200 | $ 3,700 | ||
Incremental interest expense | 0 | 1,200 | $ 200 | |
Net benefit expected to be reclassified | $ 0 | |||
Designated as hedging instrument | Interest rate swap | ||||
Derivatives, Fair Value [Line Items] | ||||
Derivative liability, fair value of interest rate swap and cap positions | $ 100 |
Long-Term Debt - Summary of Int
Long-Term Debt - Summary of Interest Received and Paid under Term of Cash Flow Swap (Details) | Dec. 31, 2020USD ($) |
Derivatives, Fair Value [Line Items] | |
Payment of interest rate | $ 0 |
One-month LIBOR rate | 0.144% |
Cash Flow Swap C | |
Derivatives, Fair Value [Line Items] | |
Notional Amount | $ 225,000,000 |
Pay Rate | 3.00% |
Cash Flow Swap D | |
Derivatives, Fair Value [Line Items] | |
Notional Amount | $ 150,000,000 |
Pay Rate | 2.00% |
Cash Flow Swap E | |
Derivatives, Fair Value [Line Items] | |
Notional Amount | $ 250,000,000 |
Pay Rate | 3.00% |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ (33,819) | $ (62,016) | $ (37,028) |
State | (16,549) | (12,563) | (7,411) |
Total current | (50,368) | (74,579) | (44,439) |
Deferred | 34,468 | 19,471 | 21,517 |
Total provision for income taxes for continuing operations - benefit (expense) | $ (15,900) | $ (55,108) | $ (22,922) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Income Taxes [Line Items] | |||
Net long-term deferred tax asset | $ 28,900 | $ 3,000 | |
Gross deferred tax assets related to state net operating loss carryforwards | 203,500 | ||
Valuation allowance related to certain state net operating loss carryforward deferred tax assets | 5,200 | ||
Liabilities recorded related to unrecognized tax benefits | $ 4,400 | ||
Liabilities related to interest and penalties | 500 | $ 500 | |
Unrecognized tax benefit that would affect income tax rate if recognized | 4,000 | 3,800 | |
Net Long-term Deferred Tax Liability | $ 300 | $ 8,900 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
U.S. statutory federal income tax rate | 21.00% | 21.00% | 21.00% |
Effective state income tax rate | (8.44%) | 4.10% | 4.60% |
Valuation allowance adjustments | 7.45% | (0.18%) | 0.20% |
Uncertain tax positions | (0.63%) | (0.45%) | 0.17% |
Effect of goodwill impairment | (60.22%) | 0.00% | 0.00% |
Non-deductible compensation | (7.13%) | 1.48% | 3.06% |
Other | (5.13%) | 1.65% | 1.41% |
Effective Income Tax Rate Reconciliation, Percent, Total | (45.73%) | 27.60% | 30.44% |
Effective Income Tax Rate Reconciliation, Tax Credit, Percent | 7.37% | 0.00% | 0.00% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Accruals and reserves | $ 32,920 | $ 27,271 |
State net operating loss carryforwards | 8,965 | 10,771 |
Basis difference in property and equipment | 9,941 | 20,923 |
Fair value of interest rate swaps | 1,354 | 1,153 |
Deferred Tax Assets Basis Difference Related to ROU Assets | 98,447 | 93,808 |
Interest and state taxes associated with the liability for uncertain income tax positions | 987 | 938 |
Other | 1,904 | 2,146 |
Deferred Tax Assets, Net of Valuation Allowance, Total | 154,945 | 157,010 |
Deferred Tax Assets, Inventory | 427 | 0 |
Deferred tax liabilities: | ||
Basis difference in inventories | 0 | (804) |
Basis difference in goodwill | (24,497) | (61,397) |
Deferred Tax Liability Basis Difference in ROU Assets | (95,078) | (90,679) |
Other | (1,603) | (2,316) |
Total deferred tax liabilities | (121,178) | (155,196) |
Valuation allowance | (5,184) | (7,775) |
Net deferred tax asset (liability) | $ (28,583) | $ (5,961) |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes in Liability Related to Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Unrecognized tax benefit liability, Beginning Balance | $ 3,839 | $ 4,901 | $ 4,645 | |
New positions | 0 | 0 | 0 | |
Prior period positions: | ||||
Increases | 1,749 | 1,795 | 7 | |
Decreases | (2,230) | (2,697) | (199) | |
Increases from current period positions | 774 | 582 | 714 | |
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities | 0 | 653 | 0 | |
Lapse of statute of limitations | (8) | (8) | (69) | |
Other | (89) | (81) | (197) | |
Unrecognized tax benefit liability, Ending Balance | 4,035 | 3,839 | 4,901 | |
Accrued interest and penalties | $ 500 | $ 500 | $ 600 | $ 600 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SFC | |||
Related Party Transaction [Line Items] | |||
Aggregate annual rent for leased aircraft usage | $ 0.6 | $ 0.3 | $ 0.3 |
Oil-Chem | |||
Related Party Transaction [Line Items] | |||
Purchase from related party | 1.4 | 1.6 | 1.6 |
SMISC Holdings, Inc. | |||
Related Party Transaction [Line Items] | |||
Purchase from related party | 0.6 | 0.9 | 0.9 |
SMI subsidiaries | |||
Related Party Transaction [Line Items] | |||
Vehicle sales to related party | 0.1 | $ 0.2 | $ 0.2 |
Lincoln Harris, LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Expenses from Transactions with Related Party | $ 0.4 | ||
Minimum | Mr. Marcus G. Smith | SFC | |||
Related Party Transaction [Line Items] | |||
Ownership percentage | 10.00% |
Capital Structure and Per Sha_2
Capital Structure and Per Share Data - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)ClassVote$ / sharesshares | Dec. 31, 2019USD ($)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 | $ | $ 60,000,000 | $ 695,000,000 |
Common stock class A, shares repurchased | 35,809,901 | 33,628,667 |
Common stock class A, share repurchase price per share (in dollars per share) | $ / shares | $ 18.76 | |
Remaining authorized amount | $ | $ 69,500,000 | |
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 | Jan. 01, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Earnings Per Share [Abstract] | ||||
Weighted Average Shares (in shares) | 42,483 | 43,016 | 42,708 | |
Weighted Average Shares, Diluted (in shares) | 42,483 | 43,710 | 42,950 | |
Income (Loss) From Continuing Operations | $ (50,664) | $ 144,537 | $ 52,390 | |
Income (Loss) From Continuing Operations, Basic, Per Share Amount (usd per share) | $ (1.19) | $ 3.36 | $ 1.23 | |
Income (Loss) From Continuing Operations, Diluted (usd per share) | $ (1.19) | $ 3.31 | $ 1.22 | |
Income (Loss) From Discontinued Operations, Earnings (loss), Amount | $ (721) | $ (400) | $ (740) | |
Income (Loss) From Discontinued Operations, Basic earnings (loss), Per Share Amount (usd per share) | $ (0.02) | $ (0.01) | $ (0.02) | |
Income (Loss) From Discontinued Operations, Diluted earnings (loss), Per Share Amount (usd per share) | $ (0.02) | $ (0.01) | $ (0.02) | |
Net Income (Loss), Amount | $ (51,385) | $ (51,385) | $ 144,137 | $ 51,650 |
Earnings (loss) per common share (usd per share) | $ (1.21) | $ 3.35 | $ 1.21 | |
Earnings (loss) per common share (usd per share) | $ (1.21) | $ 3.30 | $ 1.20 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) | 12 Months Ended | ||||||
Dec. 31, 2020USD ($)PlansMembersEmployershares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2020shares | Jun. 30, 2019shares | Jun. 30, 2017shares | Jun. 30, 2014shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of active stock compensation plans | Plans | 2 | ||||||
Restricted stock shares | shares | 69,000 | ||||||
Number of employers obligated to make contribution under multiemployer plan | Employer | 153 | ||||||
Number of employee increase / (decrease) under multiemployer benefit percentage | (18.60%) | 5.50% | |||||
Total contributions of multi employer Plan | 5.00% | ||||||
SERP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Members of senior management | Members | 13 | ||||||
Options | Selling, general and administrative expenses | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ | $ 2,300,000 | $ 2,300,000 | $ 2,300,000 | ||||
Restricted stock units and restricted stock awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Tax benefit recognized | $ | 2,500,000 | 2,900,000 | 3,000,000 | ||||
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 | $ | 11,700,000 | 10,800,000 | 11,900,000 | ||||
Restricted stock units and restricted stock awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense not yet recognized | $ | $ 28,300,000 | ||||||
Total compensation cost related to non-vested options expected to be recognized over weighted average period | 5 years 6 months | ||||||
401(k) plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Employer contribution | $ | $ 8,400,000 | $ 8,900,000 | $ 9,200,000 | ||||
2012 Formula Plan | Restricted stock awards | Board of Directors | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock shares | shares | 69,000 | ||||||
2012 Formula Plan | Class A common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized | shares | 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 | 2,273,000 | ||||||
2012 Plan | Class A common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized | shares | 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 | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock award vesting period | 6 months | ||||||
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding Beginning Balance | 0 | ||
Options Outstanding Forfeited | (6,000) | ||
Options Outstanding Exercisable | 2,267,000 | ||
Options Outstanding Ending Balance | 0 | ||
Weighted Average Exercise Price Per Share, Beginning Balance | $ 0 | ||
Weighted Average Exercise Price Per Share, Forfeited | 16.76 | ||
Weighted Average Exercise Price Per Share, Ending Balance | $ 16.76 | $ 0 | |
Weighted Average Remaining Contractual Term | 9 years 3 months 18 days | 0 years | |
Aggregate Intrinsic Value, Beginning Balance | $ 49,434 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 2,273,000 | ||
Intrinsic value of stock options exercised | $ 0 | $ 426 | $ 3,564 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise Price Per Share, Beginning Balance | $ 0 | ||
Exercise Price Per Share, Forfeited | 16.76 | ||
Exercise Price Per Share, Ending Balance | 16.76 | $ 0 | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise Price Per Share, Beginning Balance | 0 | ||
Exercise Price Per Share, Forfeited | 16.76 | ||
Exercise Price Per Share, Ending Balance | $ 16.76 | $ 0 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Non-vested Restricted Stock Awards and Restricted Stock Units, Beginning Balance | 2,347 | ||
Non-vested Restricted Stock Awards and Restricted Stock Units, Granted | 69 | ||
Non-vested Restricted Stock Awards and Restricted Stock Units, Forfeited | (3) | ||
Non-vested Restricted Stock Awards and Restricted Stock Units, Vested | (862) | ||
Non-vested Restricted Stock Awards and Restricted Stock Units, Ending Balance | 1,551 | ||
Weighted Average Grant Date Fair Value per Share, Beginning Balance | $ 19.34 | ||
Weighted Average Grant Date Fair Value per Share, Granted | 22.64 | ||
Weighted Average Grant Date Fair Value per Share, Forfeited | 14.77 | ||
Weighted Average Grant Date Fair Value per Share, Vested | 19.60 | ||
Weighted Average Grant Date Fair Value per Share, Ending Balance | 18.31 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 4,170 | $ 0 | $ 0 |
Employee Benefit Plans - Stat_3
Employee Benefit Plans - Status of Supplemental Executive Retirement Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
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 | 88,753 | 73,746 |
Other accrued liabilities | 279,477 | 266,211 |
SERP | ||
Change in projected benefit obligation: | ||
Obligation at beginning of year | 18,008 | 13,326 |
Service cost | 2,373 | 1,731 |
Interest cost | 532 | 575 |
Actuarial loss (gain) | 1,843 | 2,641 |
Amendments/settlements/curtailments loss (gain) | 0 | 0 |
Benefits paid | (265) | (265) |
Obligation at end of year | 22,491 | 18,008 |
Accumulated benefit obligation | 17,476 | 13,694 |
Change in fair value of plan assets: | ||
Plan assets at January 1 | 0 | 0 |
Employer contributions | 265 | 265 |
Benefits paid | (265) | (265) |
Plan assets at December 31 | 0 | 0 |
Funded status recognized | (22,491) | (18,008) |
Other Long-Term Liabilities | 22,100 | 17,600 |
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, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 2,373 | $ 1,731 |
Interest cost | 532 | 575 |
Net pension expense (benefit) | $ 2,905 | $ 2,306 |
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, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Discount rate | 2.25% | 2.99% |
Rate of compensation increase | 3.00% | 3.00% |
Employee Benefit Plans - Estima
Employee Benefit Plans - Estimated Future Benefit Payments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Retirement Benefits [Abstract] | |
2019 | $ 360 |
2020 | 360 |
2021 | 360 |
2022 | 360 |
2023 | 360 |
2026 - 2030 | $ 2,554 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Multi-Employer Pension Plans Affecting Period-to-Period Comparability of Contributions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
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 | $ 159 | $ 181 | $ 176 |
Surcharge Imposed | Yes | ||
Collective-Bargaining Agreement Expiration Date | BetweenOctober 2021and February 2022 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Recorded at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other assets | ||
Assets: | ||
Cash flow swaps and interest rate caps designated as hedges | $ 100 | |
Fair Value Based on Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash surrender value of life insurance policies | $ 35,739 | 32,799 |
Cash flow swaps and interest rate caps designated as hedges | 0 | 97 |
Total assets | 35,739 | 32,896 |
Liabilities: | ||
Deferred compensation plan | 20,685 | 17,890 |
Total liabilities | $ 20,685 | $ 17,890 |
Fair Value Measurements - Ass_2
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Of Assets And Liabilities Measured On Non Recurring Basis [Line Items] | ||||
Total Gain (loss) on long-lived assets held and used | $ (2,017,000) | $ (20,768,000) | $ (27,414,000) | |
Total Gain (loss) on goodwill | $ (268,000,000) | $ (268,000,000) |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value and Carrying Value of Fixed Rate Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 10, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt, Carrying Value | $ 720,067 | $ 706,886 | |
6.125% Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt, Fair Value | 263,438 | 261,250 | |
Long-term Debt, Carrying Value | $ 250,000 | $ 250,000 | |
Stated interest rate on debt agreement | 6.125% | 6.125% | 6.125% |
Mortgage Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Long-term Debt, Fair Value | $ 215,928 | $ 195,962 | |
Long-term Debt, Carrying Value | $ 212,135 | $ 194,535 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Contingencies And Commitments [Line Items] | ||
Maximum exposure associated with general indemnifications | $ 25 | |
Contingent liability reserve balance after reduction | 4.3 | |
Other accrued liabilities | ||
Contingencies And Commitments [Line Items] | ||
Amount reserved for pending proceedings | 0.3 | $ 1.2 |
Other long-term liabilities | ||
Contingencies And Commitments [Line Items] | ||
Amount reserved for pending proceedings | $ 0.2 | $ 0.3 |
Dealership | ||
Contingencies And Commitments [Line Items] | ||
Joint venture ownership percentage | 50.00% | |
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 - Summary of Lease Exit Accruals (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease exit expense | $ 1,400 |
Commitments and Contingencies_3
Commitments and Contingencies - Financial Covenants Related to Amended Subordination and Guaranty Agreement (Details) | Dec. 31, 2020 |
Subordination Agreement And Additional Financial Covenant [Line Items] | |
Minimum Consolidated Liquidity Ratio | 118.00% |
Minimum Consolidated Fixed Charge Coverage Ratio | 207.00% |
Maximum Consolidated Total Lease Adjusted Leverage Ratio | 278.00% |
Required ratio | |
Subordination Agreement And Additional Financial Covenant [Line Items] | |
Minimum Consolidated Liquidity Ratio | 105.00% |
Minimum Consolidated Fixed Charge Coverage Ratio | 120.00% |
Maximum Consolidated Total Lease Adjusted Leverage Ratio | 575.00% |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | $ 944,764 | $ 823,116 | $ 786,760 |
Other comprehensive income (loss) before reclassifications | (196) | (3,581) | 3,159 |
Amounts reclassified out of accumulated other comprehensive income (loss) | (1,358) | (2,714) | (233) |
Other comprehensive income (loss) | (1,554) | (6,295) | 2,926 |
Ending Balance | 814,805 | 944,764 | 823,116 |
Other comprehensive income (loss) before reclassifications, tax expense | 337 | (836) | 548 |
Amounts reclassified out of accumulated other comprehensive income (loss), tax expense | (555) | (1,108) | (88) |
Other comprehensive income (loss) before reclassifications, tax expense | 337 | (836) | 548 |
Tax benefit associated with change in pension actuarial loss | (507) | (734) | 726 |
Amounts reclassified out of accumulated other comprehensive income (loss), tax expense | (555) | (1,108) | (88) |
Gains and (Losses) on Cash Flow Hedges | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (1,326) | 3,034 | 1,750 |
Other comprehensive income (loss) before reclassifications | 1,140 | (1,646) | 1,517 |
Amounts reclassified out of accumulated other comprehensive income (loss) | (1,358) | (2,714) | (233) |
Other comprehensive income (loss) | (218) | (4,360) | 1,284 |
Ending Balance | (1,544) | (1,326) | 3,034 |
Defined Benefit Pension Plan | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (736) | 1,199 | (443) |
Other comprehensive income (loss) before reclassifications | (1,336) | (1,935) | 1,642 |
Amounts reclassified out of accumulated other comprehensive income (loss) | 0 | 0 | 0 |
Other comprehensive income (loss) | (1,336) | (1,935) | 1,642 |
Ending Balance | (2,072) | (736) | 1,199 |
Accumulated Other Comprehensive Income (Loss) | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (2,062) | 4,233 | 1,307 |
Ending Balance | $ (3,616) | $ (2,062) | $ 4,233 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2020Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Information - Summary o
Segment Information - Summary of Reportable Operating Segment (Details) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2019USD ($) | Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | $ 33,939,000 | $ 307,706,000 | $ 177,663,000 | ||
Interest expense, other, net | (41,572,000) | (52,953,000) | (54,059,000) | ||
Other income (expense), net | 97,000 | (6,589,000) | 106,000 | ||
Income (loss) from continuing operations before taxes | (34,764,000) | 199,645,000 | 75,312,000 | ||
Segment Schedule Footnotes | |||||
Asset impairment charges | (270,017,000) | (20,768,000) | (29,514,000) | ||
Executive transition costs | 6,300,000 | 1,600,000 | |||
Nonrecurring Compensation Expense | $ 32,500,000 | 32,500,000 | |||
Gain (Loss) on Extinguishment of Debt | 0 | 6,690,000 | 0 | ||
Total floor plan interest expense | 27,228,000 | 48,519,000 | 48,398,000 | ||
Depreciation, Depletion and Amortization, Nonproduction | 91,023,000 | 93,169,000 | 93,623,000 | ||
Total assets | 3,745,993,000 | 4,071,035,000 | |||
Cash and cash equivalents | 170,313,000 | 29,103,000 | 5,854,000 | $ 6,352,000 | |
Goodwill | 213,977,000 | 475,791,000 | 509,592,000 | ||
Intangible Assets, Net (Excluding Goodwill) | $ 64,300,000 | 64,300,000 | |||
Number of operating segments | Segment | 2 | ||||
Segment Income | $ 235,253,000 | 220,413,000 | 104,826,000 | ||
EchoPark Segment Income | 4,078,000 | 9,146,000 | (52,587,000) | ||
Segment Retail Units Sold | |||||
Franchised Dealerships New Vehicle Revenue | 4,281,223,000 | 4,889,171,000 | 4,974,097,000 | ||
Franchised Dealerships Used Vehicle Revenue | 2,345,936,000 | 2,493,467,000 | 2,370,799,000 | ||
Franchised Dealerships Wholesale Revenue | 168,655,000 | 180,020,000 | 197,184,000 | ||
Franchised Dealerships Fixed Ops Revenue | 1,194,394,000 | 1,366,550,000 | 1,364,559,000 | ||
Franchised Dealerships F&I Revenue | 357,848,000 | 363,117,000 | 344,814,000 | ||
Franchised Dealerships Segment Revenue | 8,348,056,000 | 9,292,325,000 | 9,251,453,000 | ||
EchoPark Used Vehicle Revenue | 1,218,896,000 | 996,505,000 | 602,699,000 | ||
EchoPark Wholesale Revenue | 28,723,000 | 22,926,000 | 20,441,000 | ||
EchoPark Fixed Ops Revenue | 39,341,000 | 28,753,000 | 16,328,000 | ||
EchoPark F&I Revenue | 132,026,000 | 113,834,000 | 60,709,000 | ||
EchoPark Segment Revenue | 1,418,986,000 | 1,162,018,000 | 700,177,000 | ||
Total revenues | 9,767,042,000 | 10,454,343,000 | 9,951,630,000 | ||
EchoPark Total Impairment [Member] | |||||
Segment Schedule Footnotes | |||||
Asset impairment charges | 0 | (19,667,000) | (1,600,000) | ||
Franchised Dealership Impairment [Member] | |||||
Segment Schedule Footnotes | |||||
Asset impairment charges | (270,017,000) | (27,932,000) | |||
Franchised Dealerships [Member] | |||||
Segment Schedule Footnotes | |||||
Asset impairment charges | $ (270,000,000) | (1,101,000) | |||
PreOwnedStoreMember [Member] | |||||
Segment Schedule Footnotes | |||||
Asset impairment charges | (1,582,000) | ||||
Operating segments | Income (loss) from continuing operations before taxes | EchoPark Segment revenues | |||||
Segment Schedule Footnotes | |||||
Asset impairment charges | $ (19,700,000) | ||||
Operating segments | Income (loss) from continuing operations before taxes | Franchised Dealership Impairment [Member] | |||||
Segment Schedule Footnotes | |||||
Asset impairment charges | $ (1,100,000) |
Summary of Quarterly Financial
Summary of Quarterly Financial Data (Unaudited) - Consolidated Statements of Income by Quarter (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Quarterly Financial Information Disclosure [Abstract] | ||||
Gross profit | $ 1,423,645 | $ 1,521,017 | $ 1,446,125 | |
Net income (loss) | $ (51,385) | $ (51,385) | $ 144,137 | $ 51,650 |
Earnings (loss) per common share - Basic (usd per share) | $ (1.21) | $ 3.35 | $ 1.21 | |
Earnings (loss) per common share - Diluted (usd per share) | $ (1.21) | $ 3.30 | $ 1.20 | |
Executive transition costs | $ 6,300 | $ 1,600 |
Summary of Quarterly Financia_2
Summary of Quarterly Financial Data (Unaudited) - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Unaudited Quarterly Financial Data [Line Items] | ||||
Asset impairment charges | $ 270,017,000 | $ 20,768,000 | $ 29,514,000 | |
Executive transition costs | 6,300,000 | 1,600,000 | ||
Long-term compensation costs | $ 32,500,000 | 32,500,000 | ||
Pre-tax charge related to the extinguishment of debt | 0 | (6,690,000) | $ 0 | |
Franchised dealerships | ||||
Condensed Unaudited Quarterly Financial Data [Line Items] | ||||
Asset impairment charges | $ 270,000,000 | $ 1,101,000 |
Leases, Codification Topic 84_2
Leases, Codification Topic 842 (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating lease liabilities | $ 338,903 | |
Finance Lease, Liability | 65,805 | |
Lessee, Lease, Description [Line Items] | ||
Property, Plant and Equipment, Net | 1,120,526 | $ 1,097,247 |
Intangible Assets, Net (Excluding Goodwill) | 64,300 | 64,300 |
Other Liabilities, Current | 279,477 | 266,211 |
Long-Term Debt | 651,823 | 636,978 |
Other Liabilities, Noncurrent | $ 88,753 | $ 73,746 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)store | Dec. 31, 2018USD ($)Business | |
Subsequent Event [Line Items] | |||
Number of franchises disposed | 1 | 2 | |
Cash generated from disposition | $ 9.6 | $ 250.7 | $ 128.7 |
Uncategorized Items - sah-20201
Label | Element | Value |
Retained Earnings [Member] | ||
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | $ (51,385,000) |