Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | ||
Mar. 31, 2014 | Apr. 17, 2014 | Apr. 17, 2014 | |
Common Class A [Member] | Common Class B [Member] | ||
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Mar-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q1 | ' | ' |
Entity Registrant Name | 'SONIC AUTOMOTIVE INC | ' | ' |
Entity Central Index Key | '0001043509 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 40,532,948 | 12,029,375 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues: | ' | ' |
New vehicles | $1,146,620 | $1,143,056 |
Used vehicles | 559,816 | 526,182 |
Wholesale vehicles | 41,598 | 51,792 |
Total vehicles | 1,748,034 | 1,721,030 |
Parts, service and collision repair | 318,771 | 296,642 |
Finance, insurance and other, net | 69,581 | 65,494 |
Total revenues | 2,136,386 | 2,083,166 |
Cost of Sales: | ' | ' |
New vehicles | -1,079,947 | -1,076,586 |
Used vehicles | -519,123 | -488,152 |
Wholesale vehicles | -41,691 | -52,995 |
Total vehicles | -1,640,761 | -1,617,733 |
Parts, service and collision repair | -166,625 | -152,413 |
Total cost of sales | -1,807,386 | -1,770,146 |
Gross profit | 329,000 | 313,020 |
Selling, general and administrative expenses | -263,973 | -245,824 |
Impairment charges | -3 | -15 |
Depreciation and amortization | -14,381 | -12,134 |
Operating income (loss) | 50,643 | 55,047 |
Other income (expense): | ' | ' |
Interest expense, floor plan | -4,689 | -5,213 |
Interest expense, other, net | -13,818 | -14,359 |
Other income (expense), net | 97 | 95 |
Total other income (expense) | -18,410 | -19,477 |
Income (loss) from continuing operations before taxes | 32,233 | 35,570 |
Provision for income taxes - benefit (expense) | -12,249 | -13,873 |
Income (loss) from continuing operations | 19,984 | 21,697 |
Discontinued operations: | ' | ' |
Income (loss) from operations and the sale of dealerships | -965 | -738 |
Income tax benefit (expense) | 367 | 332 |
Income (loss) from discontinued operations | -598 | -406 |
Net income (loss) | $19,386 | $21,291 |
Basic earnings (loss) per common share: | ' | ' |
Earnings (loss) per share from continuing operations | $0.38 | $0.41 |
Earnings (loss) per share from discontinued operations | ($0.01) | ($0.01) |
Earnings (loss) per common share | $0.37 | $0.40 |
Weighted average common shares outstanding | 52,418 | 52,586 |
Diluted earnings (loss) per common share: | ' | ' |
Earnings (loss) per share from continuing operations | $0.38 | $0.41 |
Earnings (loss) per share from discontinued operations | ($0.02) | ($0.01) |
Earnings (loss) per common share | $0.36 | $0.40 |
Weighted average common shares outstanding | 52,946 | 52,931 |
Dividends declared per common share | $0.03 | $0.03 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' |
Net income (loss) | $19,386 | $21,291 |
Other comprehensive income (loss) before taxes: | ' | ' |
Change in fair value of interest rate swap agreements | 1,673 | 2,881 |
Provision for income tax benefit (expense) related to components of other comprehensive income (loss) | -636 | -1,094 |
Other comprehensive income (loss) | 1,037 | 1,787 |
Comprehensive income (loss) | $20,423 | $23,078 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and cash equivalents | $2,139 | $3,016 |
Receivables, net | 303,799 | 354,138 |
Inventories | 1,269,996 | 1,282,138 |
Other current assets | 112,782 | 92,893 |
Total current assets | 1,688,716 | 1,732,185 |
Property and Equipment, net | 701,141 | 702,011 |
Goodwill | 477,034 | 476,315 |
Other Intangible Assets, net | 86,678 | 87,866 |
Other Assets | 51,880 | 52,793 |
Total Assets | 3,005,449 | 3,051,170 |
Current Liabilities: | ' | ' |
Notes payable - floor plan - trade | 631,591 | 681,030 |
Notes payable - floor plan - non-trade | 546,069 | 570,661 |
Trade accounts payable | 108,329 | 126,025 |
Accrued interest | 12,552 | 12,653 |
Other accrued liabilities | 178,599 | 185,951 |
Current maturities of long-term debt | 20,540 | 18,216 |
Total current liabilities | 1,497,680 | 1,594,536 |
Long-Term Debt | 764,510 | 730,157 |
Other Long-Term Liabilities | 77,836 | 81,286 |
Deferred Income Taxes | 37,945 | 31,552 |
Commitments and Contingencies | ' | ' |
Stockholders' Equity: | ' | ' |
Class A convertible preferred stock, none issued | ' | ' |
Paid-in capital | 688,901 | 685,782 |
Retained earnings | 302,436 | 284,368 |
Accumulated other comprehensive income (loss) | -7,545 | -8,582 |
Treasury stock, at cost; 21,277,922 Class A shares held at March 31, 2014 and 20,900,264 Class A shares held at December 31, 2013 | -357,054 | -348,666 |
Total stockholders' equity | 627,478 | 613,639 |
Total Liabilities and Stockholders' Equity | 3,005,449 | 3,051,170 |
Common Class A [Member] | ' | ' |
Stockholders' Equity: | ' | ' |
Common stock, value | 619 | 616 |
Total stockholders' equity | 619 | 616 |
Common Class B [Member] | ' | ' |
Stockholders' Equity: | ' | ' |
Common stock, value | 121 | 121 |
Total stockholders' equity | $121 | $121 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Convertible preferred stock issued | 0 | 0 |
Common Class A [Member] | ' | ' |
Common stock, par value | 0.01 | 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 61,890,712 | 61,584,248 |
Common stock, shares outstanding | 40,612,790 | 40,683,984 |
Treasury stock, shares | 21,277,922 | 20,900,264 |
Common Class B [Member] | ' | ' |
Common stock, par value | 0.01 | 0.01 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 12,029,375 | 12,029,375 |
Common stock, shares outstanding | 12,029,375 | 12,029,375 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Paid-In Capital [Member] | Retained Earnings / (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Common Class A [Member] | Common Class A [Member] | Common Class B [Member] |
In Thousands | Treasury Stock [Member] | ||||||
Beginning Balance at Dec. 31, 2013 | $613,639 | $685,782 | $284,368 | ($8,582) | $616 | ($348,666) | $121 |
Beginning Balance, shares at Dec. 31, 2013 | ' | ' | ' | ' | 61,584 | -20,900 | 12,029 |
Shares awarded under stock compensation plans | 879 | 876 | ' | ' | 3 | ' | ' |
Shares awarded under stock compensation plans, shares | ' | ' | ' | ' | 307 | ' | ' |
Purchases of treasury stock | -8,388 | ' | ' | ' | ' | -8,388 | ' |
Purchases of treasury stock, shares | ' | ' | ' | ' | ' | -378 | ' |
Income tax benefit associated with stock compensation plans | 56 | 56 | ' | ' | ' | ' | ' |
Fair value of interest rate swap agreements, net of tax expense of $636 | 1,037 | ' | ' | 1,037 | ' | ' | ' |
Restricted stock amortization | 2,187 | 2,187 | ' | ' | ' | ' | ' |
Net income (loss) | 19,386 | ' | 19,386 | ' | ' | ' | ' |
Dividends ($0.025 per share) | -1,318 | ' | -1,318 | ' | ' | ' | ' |
Ending Balance at Mar. 31, 2014 | $627,478 | $688,901 | $302,436 | ($7,545) | $619 | ($357,054) | $121 |
Ending Balance, shares at Mar. 31, 2014 | ' | ' | ' | ' | 61,891 | -21,278 | 12,029 |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Parenthetical) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 |
Tax effect on fair value of interest rate swap agreements | $636 |
Dividends per share | $0.03 |
Common Class A [Member] | ' |
Tax effect on fair value of interest rate swap agreements | 636 |
Common Class B [Member] | ' |
Tax effect on fair value of interest rate swap agreements | 636 |
Treasury Stock [Member] | Common Class A [Member] | ' |
Tax effect on fair value of interest rate swap agreements | 636 |
Retained Earnings / (Accumulated Deficit) [Member] | ' |
Dividends per share | $0.03 |
Accumulated Other Comprehensive Income (Loss) [Member] | ' |
Tax effect on fair value of interest rate swap agreements | $636 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income (loss) | $19,386 | $21,291 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' |
Depreciation and amortization of property, plant and equipment | 14,379 | 12,133 |
Provision for bad debt expense | 80 | 19 |
Other amortization | 390 | 390 |
Debt issuance cost amortization | 663 | 794 |
Debt discount amortization, net of premium amortization | 24 | -26 |
Stock - based compensation expense | 2,187 | 1,127 |
Deferred income taxes | 5,758 | 6,811 |
Equity interest in earnings of investee | -49 | -79 |
Asset impairment charges | 3 | 15 |
Loss (gain) on disposal of dealerships and property and equipment | -807 | -12 |
Loss on exit of leased dealerships | 421 | 788 |
Changes in assets and liabilities that relate to operations: | ' | ' |
Receivables | 50,259 | 64,355 |
Inventories | 12,095 | 35,992 |
Other assets | -16,304 | 34,885 |
Notes payable - floor plan - trade | -49,439 | -42,117 |
Trade accounts payable and other liabilities | -24,782 | -47,529 |
Total adjustments | -5,122 | 67,546 |
Net cash provided by (used in) operating activities | 14,264 | 88,837 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchase of businesses, net of cash acquired | -2,573 | ' |
Purchases of land, property and equipment | -21,549 | -59,337 |
Proceeds from sales of property and equipment | 2,572 | 172 |
Proceeds from sales of dealerships | 3,117 | ' |
Net cash provided by (used in) investing activities | -18,433 | -59,165 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Net (repayments) borrowings on notes payable - floor plan - non-trade | -24,592 | -30,548 |
Borrowings on revolving credit facilities | 48,509 | 45,819 |
Repayments on revolving credit facilities | -48,509 | -51,995 |
Proceeds from issuance of long-term debt | 40,422 | 19,200 |
Principal payments on long-term debt | -3,768 | -3,084 |
Purchases of treasury stock | -8,388 | -9,120 |
Income tax benefit (expense) associated with stock compensation plans | 56 | 204 |
Issuance of shares under stock compensation plans | 879 | 728 |
Dividends paid | -1,317 | ' |
Net cash provided by (used in) financing activities | 3,292 | -28,796 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -877 | 876 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 3,016 | 3,371 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 2,139 | 4,247 |
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES: | ' | ' |
Change in fair value of cash flow hedging instruments (net of tax expense of $636 and $1,094 in the first quarters ended March 31, 2014 and 2013, respectively) | 1,037 | 1,787 |
Cash paid (received) during the period for: | ' | ' |
Interest, including amount capitalized | 18,111 | 28,057 |
Income taxes | $2,688 | $10,685 |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement Of Cash Flows [Abstract] | ' | ' |
Tax benefit/ expense on change in fair value of cash flow hedging instruments | $636 | $1,094 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Accounting Policies [Abstract] | ' | ||||
Summary of Significant Accounting Policies | ' | ||||
1. Summary of Significant Accounting Policies | |||||
Basis of Presentation – The accompanying Unaudited Condensed Consolidated Financial Statements for the first quarters ended March 31, 2014 and 2013, have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). These Unaudited Condensed Consolidated Financial Statements reflect, in the opinion of management, all material normal recurring adjustments necessary to fairly state the financial position and the results of operations for the periods presented. The results for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year, because the first quarter normally contributes less operating profit than the second, third and fourth quarters. These interim financial statements should be read in conjunction with the audited Consolidated Financial Statements of Sonic Automotive, Inc. (“Sonic” or the “Company”) for the year ended December 31, 2013, which were included in Sonic’s Annual Report on Form 10-K. | |||||
Recent Accounting Pronouncements – In April 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update that amended the reporting requirements for discontinued operations. The amendments in this accounting standard update raise the threshold for a disposal to qualify as a discontinued operation and require new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. This accounting standard update is effective for interim and annual filings beginning with the quarter ending March 31, 2015. Early adoption is permitted. Sonic expects that the adoption of this accounting standard update will impact the presentation of certain items in its consolidated financial position, results of operations and other disclosures. | |||||
Principles of Consolidation – All of Sonic’s dealership and non-dealership subsidiaries are wholly owned and consolidated in the accompanying Unaudited Condensed Consolidated Financial Statements except for one fifty-percent owned dealership that is accounted for under the equity method. All material intercompany balances and transactions have been eliminated in the accompanying Unaudited Condensed Consolidated Financial Statements. | |||||
Lease Exit Accruals – Lease exit accruals relate to facilities Sonic has ceased using in its operations. The accruals represent the present value of the lease payments, net of estimated or actual sublease proceeds, for the remaining life of the operating leases and other accruals necessary to satisfy the lease commitment to the landlord. These situations could include the relocation of an existing facility or the sale of a dealership whereby the buyer will not be subleasing the property for either the remaining term of the lease or for an amount of rent equal to Sonic’s obligation under the lease. Please see Note 12, “Commitments and Contingencies,” to the Consolidated Financial Statements in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2013 for further discussion. | |||||
A summary of the activity of these operating lease exit accruals consists of the following: | |||||
(In thousands) | |||||
Balance, December 31, 2013 | $ | 27,234 | |||
Lease exit expense (1) | 421 | ||||
Payments (2) | (2,021 | ) | |||
Balance, March 31, 2014 | $ | 25,634 | |||
-1 | Expense of approximately $0.1 million is recorded in interest expense, other, net, and expense of approximately $0.3 million is recorded in income (loss) from operations and the sale of dealerships in the accompanying Unaudited Condensed Consolidated Statements of Income. | ||||
-2 | Amount is recorded as an offset to rent expense in selling, general and administrative expenses, with approximately $0.2 million in continuing operations and $1.8 million in income (loss) from operations and the sale of dealerships in the accompanying Unaudited Condensed Consolidated Statements of Income. | ||||
Income Tax Expense – The overall effective tax rate from continuing operations was 38.0% and 39.0% for the first quarters ended March 31, 2014 and 2013, respectively. Sonic expects the effective tax rate for continuing operations in future periods to fall within a range of 38.0% to 40.0%. |
Business_Acquisitions_and_Disp
Business Acquisitions and Dispositions | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Acquisitions and Dispositions | ' | ||||||||
2. Business Acquisitions and Dispositions | |||||||||
Acquisitions – Sonic acquired one luxury franchise during the first quarter ended March 31, 2014 for an aggregate purchase price of approximately $2.6 million. The balance sheet as of March 31, 2014 includes preliminary allocations of the purchase price of these acquisitions to the assets and liabilities acquired based on their estimated fair market values at the date of acquisition and are subject to final adjustment. | |||||||||
Dispositions – Sonic disposed of one luxury franchise during the first quarter ended March 31, 2014, which generated net cash from disposition of approximately $1.9 million. The operating results of material disposed dealerships and terminated facilities are included in the income (loss) from discontinued operations in the accompanying Unaudited Condensed Consolidated Statements of Income. As of March 31, 2014, there were no dealerships held for sale. | |||||||||
Revenues and other activities associated with dealerships classified as discontinued operations were as follows: | |||||||||
First Quarter Ended March 31, | |||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
Income (loss) from operations | $ | (588 | ) | $ | (34 | ) | |||
Gain (loss) on disposal | (45 | ) | (37 | ) | |||||
Lease exit accrual adjustments and charges | (332 | ) | (667 | ) | |||||
Pre-tax income (loss) | $ | (965 | ) | $ | (738 | ) | |||
Total revenues | $ | 0 | $ | — |
Inventories
Inventories | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
3. Inventories | |||||||||
Inventories consist of the following: | |||||||||
March 31, 2014 | December 31, 2013 | ||||||||
(In thousands) | |||||||||
New vehicles | $ | 902,744 | $ | 938,263 | |||||
Used vehicles | 193,999 | 171,909 | |||||||
Service loaners | 111,525 | 108,136 | |||||||
Parts, accessories and other | 61,728 | 63,830 | |||||||
Net inventories | $ | 1,269,996 | $ | 1,282,138 | |||||
Property_and_Equipment
Property and Equipment | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
4. Property and Equipment | |||||||||
Property and equipment consists of the following: | |||||||||
March 31, 2014 | December 31, 2013 | ||||||||
(In thousands) | |||||||||
Land | $ | 199,826 | $ | 194,639 | |||||
Building and improvements | 571,560 | 569,619 | |||||||
Office equipment and fixtures | 137,451 | 135,221 | |||||||
Parts and service equipment | 72,973 | 70,950 | |||||||
Company vehicles | 8,203 | 8,002 | |||||||
Construction in progress | 32,718 | 27,716 | |||||||
Total, at cost | 1,022,731 | 1,006,147 | |||||||
Less accumulated depreciation | (313,425 | ) | (300,035 | ) | |||||
Subtotal | 709,306 | 706,112 | |||||||
Less assets held for sale | (8,165 | ) | (4,101 | ) | |||||
Property and equipment, net | $ | 701,141 | $ | 702,011 | |||||
In the first quarters ended March 31, 2014 and 2013, capital expenditures were approximately $21.5 million and $59.3 million, respectively. Capital expenditures were primarily related to real estate acquisitions, construction of new dealerships, building improvements and equipment purchased for use in Sonic’s dealerships. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Goodwill and Intangible Assets | ' | ||||||||
5. Goodwill and Intangible Assets | |||||||||
Franchise | Net | ||||||||
Assets | Goodwill | ||||||||
(In thousands) | |||||||||
Balance, December 31, 2013 | 79,535 | 476,315 | (1) | ||||||
Additions through current year acquisitions | 0 | 1,252 | |||||||
Reductions from dispositions | (800 | ) | (533 | ) | |||||
Balance, March 31, 2014 | $ | 78,735 | $ | 477,034 | (1) | ||||
-1 | Net of accumulated impairment losses of $796,725. | ||||||||
At December 31, 2013, Sonic had approximately $8.3 million of definite life intangibles related to favorable lease agreements. After the effect of amortization of the definite life intangibles, the balance recorded at March 31, 2014 was approximately $7.9 million and was included in other intangible assets, net, in the accompanying Unaudited Condensed Consolidated Balance Sheets. Additions through current year acquisitions are preliminary allocations subject to change upon the finalization of purchase accounting. |
LongTerm_Debt
Long-Term Debt | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
Long-Term Debt | ' | ||||||||||||
6. Long-Term Debt | |||||||||||||
Long-term debt consists of the following: | |||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||
(In thousands) | |||||||||||||
2011 Revolving Credit Facility (1) | $ | 0 | $ | — | |||||||||
7.0% Senior Subordinated Notes due 2022 (the “7.0% Notes”) | 200,000 | 200,000 | |||||||||||
5.0% Senior Subordinated Notes due 2023 (the “5.0% Notes”) | 300,000 | 300,000 | |||||||||||
Notes payable to a finance company bearing interest from 9.52% to 10.52% (with a weighted average of 10.19%) | 6,843 | 7,629 | |||||||||||
Mortgage notes to finance companies-fixed rate, bearing interest from 3.51% to 7.03% | 155,763 | 157,571 | |||||||||||
Mortgage notes to finance companies-variable rate, bearing interest at 1.25 to 3.50 percentage points above one-month LIBOR | 119,141 | 79,893 | |||||||||||
Net debt discount and premium (2) | (1,804 | ) | (1,800 | ) | |||||||||
Other | 5,107 | 5,080 | |||||||||||
Total debt | $ | 785,050 | $ | 748,373 | |||||||||
Less current maturities | (20,540 | ) | (18,216 | ) | |||||||||
Long-term debt | $ | 764,510 | $ | 730,157 | |||||||||
-1 | The interest rate on the revolving credit facility was 2.00% above LIBOR at March 31, 2014 and 2.00% above LIBOR at December 31, 2013. | ||||||||||||
-2 | March 31, 2014 includes $1.6 million discount associated with the 7.0% Notes, $0.3 million premium associated with notes payable to a finance company and $0.5 million discount associated with mortgage notes payable. December 31, 2013 includes $ 1.6 million discount associated with the 7.0% Notes, $0.4 million premium associated with the notes payable to a finance company and $0.6 million discount associated with mortgage notes payable. | ||||||||||||
2011 Credit Facilities | |||||||||||||
Sonic has a syndicated revolving credit agreement (the “2011 Revolving Credit Facility”) and syndicated new and used vehicle floor plan credit facilities (the “2011 Floor Plan Facilities”), collectively the “2011 Credit Facilities,” which are scheduled to mature on August 15, 2016. | |||||||||||||
Availability under the 2011 Revolving Credit Facility is calculated as the lesser of $175.0 million or a borrowing base calculated based on certain eligible assets, less the aggregate face amount of any outstanding letters of credit under the 2011 Revolving Credit Facility (the “2011 Revolving Borrowing Base”). The 2011 Revolving Credit Facility may be increased at Sonic’s option to $225.0 million upon satisfaction of certain conditions. | |||||||||||||
As of March 31, 2014, the 2011 Revolving Borrowing Base was approximately $147.1 million. Sonic had no outstanding borrowings as of March 31, 2014 and $29.2 million in outstanding letters of credit under the 2011 Revolving Credit Facility, resulting in total borrowing availability of $117.8 million under the 2011 Revolving Credit Facility based on balances as of March 31, 2014. | |||||||||||||
The 2011 Floor Plan Facilities are comprised of a new vehicle revolving floor plan facility (the “2011 New Vehicle Floor Plan Facility”) and a used vehicle revolving floor plan facility, subject to a borrowing base (the “2011 Used Vehicle Floor Plan Facility”), in a combined amount up to $605.0 million. Sonic may, under certain conditions, request an increase in the 2011 Floor Plan Facilities of up to $175.0 million, which shall be allocated between the 2011 New Vehicle Floor Plan Facility and the 2011 Used Vehicle Floor Plan Facility as Sonic requests, with no more than 15% of the aggregate commitments allocated to the commitments under the 2011 Used Vehicle Floor Plan Facility. Outstanding obligations under the 2011 Floor Plan Facilities are guaranteed by Sonic and certain of its subsidiaries and are secured by a pledge of substantially all of the assets of Sonic and its subsidiaries. The amounts outstanding under the 2011 Credit Facilities bear interest at variable rates based on specified percentages above LIBOR. | |||||||||||||
7.0% Senior Subordinated Notes | |||||||||||||
On July 2, 2012, Sonic issued $200.0 million in aggregate principal amount of unsecured senior subordinated 7.0% Notes which mature on July 15, 2022. The 7.0% Notes were issued at a price of 99.11% of the principal amount thereof, resulting in a yield to maturity of 7.125%. Interest is payable semi-annually in arrears on January 15 and July 15 of each year. Sonic may redeem the 7.0% Notes in whole or in part at any time after July 15, 2017 at the following redemption prices, which are expressed as percentages of the principal amount: | |||||||||||||
Redemption | |||||||||||||
Price | |||||||||||||
Beginning on July 15, 2017 | 103.5 | % | |||||||||||
Beginning on July 15, 2018 | 102.333 | % | |||||||||||
Beginning on July 15, 2019 | 101.167 | % | |||||||||||
Beginning on July 15, 2020 and thereafter | 100 | % | |||||||||||
In addition, on or before July 15, 2015, Sonic may redeem up to 35% of the aggregate principal amount of the 7.0% Notes at 107% of the par value of the 7.0% Notes plus accrued and unpaid interest with proceeds from certain equity offerings. The indenture also provides that holders of the 7.0% Notes may require Sonic to repurchase the 7.0% Notes at 101% of the par value of the 7.0% Notes, plus accrued and unpaid interest, if Sonic undergoes a Change of Control (as defined in the indenture). | |||||||||||||
The indenture governing the 7.0% Notes contains certain specified restrictive covenants. Sonic has agreed not to pledge any assets to any third party lender of senior subordinated debt except under certain limited circumstances. Sonic also has 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 Sonic’s 7.0% Notes limits Sonic’s ability to pay quarterly cash dividends on Sonic’s Class A and B common stock in excess of $0.10 per share. Sonic may only pay quarterly cash dividends on Sonic’s Class A and B common stock if Sonic complies with the terms of the indenture governing the 7.0% Notes. Sonic was in compliance with all restrictive covenants as of March 31, 2014. | |||||||||||||
Balances outstanding under Sonic’s 7.0% Notes are guaranteed by all of Sonic’s operating domestic subsidiaries. These guarantees are full and unconditional and joint and several. The parent company has no independent assets or operations. The non-domestic and non-operating subsidiaries that are not guarantors are considered to be minor. | |||||||||||||
Sonic’s obligations under the 7.0% Notes may be accelerated by the holders of 25% of the outstanding principal amount of the 7.0% 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 Sonic’s covenants under the 7.0% Notes; and (3) certain defaults under other agreements under which Sonic or its subsidiaries have outstanding indebtedness in excess of $35.0 million. | |||||||||||||
5.0% Senior Subordinated Notes | |||||||||||||
On May 9, 2013, Sonic issued $300.0 million in aggregate principal amount of unsecured senior subordinated 5.0% Notes which mature on May 15, 2023. The 5.0% Notes were issued at 100.0% of the principal amount thereof. Interest is payable semi-annually in arrears on May 15 and November 15 of each year. Sonic may redeem the 5.0% Notes in whole or in part at any time after May 15, 2018 at the following redemption prices, which are expressed as percentages of the principal amount: | |||||||||||||
Redemption | |||||||||||||
Price | |||||||||||||
Beginning on May 15, 2018 | 102.5 | % | |||||||||||
Beginning on May 15, 2019 | 101.667 | % | |||||||||||
Beginning on May 15, 2020 | 100.833 | % | |||||||||||
Beginning on May 15, 2021 and thereafter | 100 | % | |||||||||||
In addition, on or before May 15, 2016, Sonic may redeem up to 35% of the aggregate principal amount of the 5.0% Notes at 105% of the par value of the 5.0% Notes plus accrued and unpaid interest with proceeds from certain equity offerings. On or before May 15, 2018, Sonic may redeem all or a part of the aggregate principal amount of the 5.0% Notes at a redemption price equal to 100% of the principal amount of the 5.0% Notes redeemed plus an applicable premium (as defined in the Indenture) and any accrued and unpaid interest as of the redemption date. The indenture also provides that holders of the 5.0% Notes may require Sonic to repurchase the 5.0% Notes at 101% of the par value of the 5.0% Notes, plus accrued and unpaid interest, if Sonic undergoes a Change of Control, as defined in the indenture. | |||||||||||||
The indenture governing the 5.0% Notes contains certain specified restrictive covenants. Sonic has agreed not to pledge any assets to any third party lender of senior subordinated debt except under certain limited circumstances. Sonic also has 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 Sonic’s 5.0% Notes limits Sonic’s ability to pay quarterly cash dividends on Sonic’s Class A and B common stock in excess of $0.10 per share. Sonic may only pay quarterly cash dividends on Sonic’s Class A and B common stock if Sonic complies with the terms of the indenture governing the 5.0% Notes. Sonic was in compliance with all restrictive covenants as of March 31, 2014. | |||||||||||||
Balances outstanding under Sonic’s 5.0% Notes are guaranteed by all of Sonic’s operating domestic subsidiaries. These guarantees are full and unconditional and joint and several. The parent company has no independent assets or operations. The non-domestic and non-operating subsidiaries that are not guarantors are considered to be minor. | |||||||||||||
Sonic’s obligations under the 5.0% Notes may be accelerated by the holders of 25% of the outstanding principal amount of the 5.0% 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 Sonic’s covenants under the 5.0% Notes; and (3) certain defaults under other agreements under which Sonic or its subsidiaries have outstanding indebtedness in excess of $50.0 million. | |||||||||||||
Notes Payable to a Finance Company | |||||||||||||
Three notes payable (due October 2015 and August 2016) were assumed in connection with an acquisition in 2004 (the “Assumed Notes”). Sonic recorded the Assumed Notes at fair value using an interest rate of 5.35%. The interest rate used to calculate the fair value was based on a quoted market price for notes with similar terms as of the date of assumption. As a result of calculating the fair value, a premium of $7.3 million was recorded that will be amortized over the lives of the Assumed Notes. At March 31, 2014, the outstanding principal balance on the Assumed Notes was approximately $6.8 million with a remaining unamortized premium balance of approximately $0.3 million. | |||||||||||||
Mortgage Notes | |||||||||||||
Sonic has mortgage financing totaling approximately $274.9 million in aggregate, related to 29 of its dealership properties. These mortgage notes require monthly payments of principal and interest through maturity and are secured by the underlying properties. Maturity dates range between 2014 and 2033. The weighted average interest rate was 3.79% at March 31, 2014. | |||||||||||||
Covenants | |||||||||||||
Sonic was in compliance with the covenants under the 2011 Credit Facilities as of March 31, 2014. Financial covenants include required specified ratios (as each is defined in the 2011 Credit Facilities) of: | |||||||||||||
Covenant | |||||||||||||
Minimum | Minimum | Maximum | |||||||||||
Consolidated | Consolidated | Consolidated | |||||||||||
Liquidity | Fixed Charge | Total Lease | |||||||||||
Ratio | Coverage | Adjusted Leverage | |||||||||||
Ratio | Ratio | ||||||||||||
Required ratio | 1.05 | 1.2 | 5.5 | ||||||||||
March 31, 2014 actual | 1.2 | 1.89 | 4.08 | ||||||||||
The 2011 Credit Facilities contain events of default, including cross-defaults to other material indebtedness, change of control events and events of default customary for syndicated commercial credit facilities. Upon the future occurrence of an event of default, Sonic could be required to immediately repay all outstanding amounts under the 2011 Credit Facilities. | |||||||||||||
In addition, many of Sonic’s facility leases are governed by a guarantee agreement between the landlord and Sonic that contains financial and operating covenants. The financial covenants are identical to those under the 2011 Credit Facilities with the exception of one financial covenant related to the ratio of EBTDAR to Rent (as defined in the lease agreements) with a required ratio of no less than 1.50 to 1.00. As of March 31, 2014, the ratio was 3.57 to 1.00. | |||||||||||||
Derivative Instruments and Hedging Activities | |||||||||||||
Sonic has interest rate cash flow swap agreements to effectively convert a portion of its LIBOR-based variable rate debt to a fixed rate. The fair value of these swap positions at March 31, 2014 was a net liability of approximately $14.5 million, with $11.1 million included in other accrued liabilities and $6.4 million included in other long-term liabilities, offset partially by an asset of approximately $3.0 million included in other assets in the accompanying Unaudited Condensed Consolidated Balance Sheets. The fair value of these swap positions at December 31, 2013 was a liability of approximately $16.3 million, with $11.6 million included in other accrued liabilities and $8.4 million included in other long-term liabilities, offset partially by an asset of approximately $3.7 million included in other assets in the accompanying Unaudited Condensed Consolidated Balance Sheets. Under the terms of these cash flow swaps, Sonic will receive and pay interest based on the following: | |||||||||||||
Notional | Pay | Receive Rate (1) | Maturing Date | ||||||||||
Amount | Rate | ||||||||||||
(In millions) | |||||||||||||
$ | 2.9 | 7.1 | % | one-month LIBOR + 1.50% | 10-Jul-17 | ||||||||
$ | 9.1 | 4.655 | % | one-month LIBOR | December 10, 2017 | ||||||||
$ | 7.7 | (2) | 6.86 | % | one-month LIBOR + 1.25% | 1-Aug-17 | |||||||
$ | 100 | 3.28 | % | one-month LIBOR | 1-Jul-15 | ||||||||
$ | 100 | 3.3 | % | one-month LIBOR | 1-Jul-15 | ||||||||
$ | 6.6 | (2) | 6.41 | % | one-month LIBOR + 1.25% | September 12, 2017 | |||||||
$ | 50 | 2.767 | % | one-month LIBOR | 1-Jul-14 | ||||||||
$ | 50 | 3.24 | % | one-month LIBOR | 1-Jul-15 | ||||||||
$ | 50 | 2.61 | % | one-month LIBOR | 1-Jul-14 | ||||||||
$ | 50 | 3.07 | % | one-month LIBOR | 1-Jul-15 | ||||||||
$ | 100 | (3) | 2.065 | % | one-month LIBOR | 30-Jun-17 | |||||||
$ | 100 | (3) | 2.015 | % | one-month LIBOR | 30-Jun-17 | |||||||
$ | 200 | (3) | 0.788 | % | one-month LIBOR | 1-Jul-16 | |||||||
$ | 50 | (4) | 1.32 | % | one-month LIBOR | 1-Jul-17 | |||||||
$ | 250 | (5) | 1.887 | % | one-month LIBOR | 30-Jun-18 | |||||||
-1 | The one-month LIBOR rate was 0.152% at March 31, 2014. | ||||||||||||
-2 | Changes in fair value are recorded through earnings. | ||||||||||||
-3 | The effective date of these forward-starting swaps is July 1, 2015. | ||||||||||||
-4 | The effective date of this forward-starting swap is July 1, 2016. | ||||||||||||
-5 | The effective date of this forward-starting swap is July 3, 2017. | ||||||||||||
For the cash flow swaps not designated as hedges (changes in the fair value are recognized through earnings) and amortization of amounts in accumulated other comprehensive income (loss) related to terminated cash flow swaps, certain benefits and charges were included in interest expense, other, net, in the accompanying Unaudited Condensed Consolidated Statements of Income. For the quarters ended March 31, 2014 and 2013, these items were a benefit of approximately $0.1 million and $0.2 million, respectively. | |||||||||||||
For the cash flow swaps that qualify as cash flow hedges, the changes in the fair value of these swaps have been recorded in other comprehensive income (loss), net of related income taxes, in the accompanying Unaudited Condensed Consolidated Statements of Comprehensive Income and is disclosed in the supplemental schedule of non-cash financing activities in the accompanying Unaudited Condensed Consolidated Statements of Cash Flows. The incremental interest expense (the difference between interest paid and interest received) related to these cash flow swaps was approximately $2.9 million and $2.9 million for the quarters ended March 31, 2014 and 2013, respectively, and is included in interest expense, other, net, in the accompanying Unaudited Condensed Consolidated Statements of Income and the interest paid amount disclosed in the supplemental disclosures of cash flow information in the accompanying Unaudited Condensed Consolidated Statements of Cash Flows. The estimated net expense expected to be reclassified out of accumulated other comprehensive income (loss) into results of operations during the next twelve months is approximately $6.9 million. |
Per_Share_Data_and_Stockholder
Per Share Data and Stockholders' Equity | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||||||||||||||
Per Share Data and Stockholders' Equity | ' | ||||||||||||||||||||||||||||
7. Per Share Data and Stockholders’ Equity | |||||||||||||||||||||||||||||
The calculation of diluted earnings per share considers the potential dilutive effect of options and shares under Sonic’s stock compensation plans. Certain of Sonic’s non-vested restricted stock and restricted stock units contain rights to receive non-forfeitable dividends, and thus, are considered participating securities and are included in the two-class method of computing earnings per share. The following table illustrates the dilutive effect of such items on earnings per share for the first quarters ended March 31, 2014 and 2013: | |||||||||||||||||||||||||||||
First Quarter Ended March 31, 2014 | |||||||||||||||||||||||||||||
Income (Loss) | Income (Loss) | ||||||||||||||||||||||||||||
From Continuing | From Discontinued | ||||||||||||||||||||||||||||
Operations | Operations | Net Income (Loss) | |||||||||||||||||||||||||||
Weighted | Amount | Per | Amount | Per | Amount | Per | |||||||||||||||||||||||
Average | Share | Share | Share | ||||||||||||||||||||||||||
Shares | Amount | Amount | Amount | ||||||||||||||||||||||||||
(In thousands, except per share amounts) | |||||||||||||||||||||||||||||
Earnings (loss) and shares | 52,418 | $ | 19,984 | $ | (598 | ) | $ | 19,386 | |||||||||||||||||||||
Effect of participating securities: | |||||||||||||||||||||||||||||
Non-vested restricted stock and stock units | (63 | ) | 0 | (63 | ) | ||||||||||||||||||||||||
Basic earnings (loss) and shares | 52,418 | $ | 19,921 | $ | 0.38 | $ | (598 | ) | $ | (0.01 | ) | $ | 19,323 | $ | 0.37 | ||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||||||||||||
Stock compensation plans | 528 | ||||||||||||||||||||||||||||
Diluted earnings (loss) and shares | 52,946 | $ | 19,921 | $ | 0.38 | $ | (598 | ) | $ | (0.02 | ) | $ | 19,323 | $ | 0.36 | ||||||||||||||
First Quarter Ended March 31, 2013 | |||||||||||||||||||||||||||||
Income (Loss) | Income (Loss) | ||||||||||||||||||||||||||||
From Continuing | From Discontinued | ||||||||||||||||||||||||||||
Operations | Operations | Net Income (Loss) | |||||||||||||||||||||||||||
Weighted | Amount | Per | Amount | Per | Amount | Per | |||||||||||||||||||||||
Average | Share | Share | Share | ||||||||||||||||||||||||||
Shares | Amount | Amount | Amount | ||||||||||||||||||||||||||
(In thousands, except per share amounts) | |||||||||||||||||||||||||||||
Earnings (loss) and shares | 52,586 | $ | 21,697 | $ | (406 | ) | $ | 21,291 | |||||||||||||||||||||
Effect of participating securities: | |||||||||||||||||||||||||||||
Non-vested restricted stock and stock units | (170 | ) | — | (170 | ) | ||||||||||||||||||||||||
Basic earnings (loss) and shares | 52,586 | $ | 21,527 | $ | 0.41 | $ | (406 | ) | $ | (0.01 | ) | $ | 21,121 | $ | 0.4 | ||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||||||||||||
Stock compensation plans | 345 | ||||||||||||||||||||||||||||
Diluted earnings (loss) and shares | 52,931 | $ | 21,527 | $ | 0.41 | $ | (406 | ) | $ | (0.01 | ) | $ | 21,121 | $ | 0.4 | ||||||||||||||
In addition to the stock options included in the table above, options to purchase approximately 0.6 million shares and 0.9 million shares of Class A common stock were outstanding during the quarters ended March 31, 2014 and 2013, respectively, but were not included in the computation of diluted earnings per share because the options were not dilutive. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Contingencies | ' |
8. Contingencies | |
Legal and Other Proceedings | |
Sonic is involved, and expects to continue to be involved, in numerous 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 was approximately $0.3 million and $0.9 million, at both March 31, 2014 and December 31, 2013, respectively, in reserves that Sonic was holding for pending proceedings. 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. | |
Guarantees and Indemnification Obligations | |
In accordance with the terms of Sonic’s operating lease agreements, Sonic’s 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, Sonic has generally agreed to indemnify the lessor in the event of a breach of the lease by the lessee. | |
In connection with dealership dispositions, certain of Sonic’s dealership 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 sub-lessee does not perform. In the event the sub-lessees do not perform under their obligations Sonic remains liable for the lease payments. Please see Note 12, “Commitments and Contingencies,” to the Consolidated Financial Statements in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2013 for further discussion. | |
In accordance with the terms of agreements entered into for the sale of Sonic’s franchises, Sonic generally agrees to indemnify the buyer from certain exposure 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 agreement. While Sonic’s exposure with respect to environmental remediation and repairs is difficult to quantify, Sonic’s maximum exposure associated with these general indemnifications was approximately $10.1 million and $14.0 million at March 31, 2014 and December 31, 2013, respectively. These indemnifications expire within a period of one to two years following the date of sale. The estimated fair value of these indemnifications was not material and the amount recorded for this contingency was not significant at March 31, 2014. Sonic also guarantees the floor plan commitments of its 50% owned joint venture, the amount of which was approximately $2.8 million at both March 31, 2014 and December 31, 2013, respectively. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
9. 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. | |||||||||||||||||
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 property, plant and equipment and other intangibles and those used in the reporting unit valuation in the annual 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 Unaudited Condensed Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013 are as follows: | |||||||||||||||||
Fair Value Based on | |||||||||||||||||
Significant Other Observable | |||||||||||||||||
Inputs (Level 2) | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
(In thousands) | |||||||||||||||||
Assets: | |||||||||||||||||
Cash surrender value of life insurance policies (1) | $ | 25,481 | $ | 25,301 | |||||||||||||
Cash flow swaps designated as hedges (1) | 2,963 | 3,707 | |||||||||||||||
Total assets | $ | 28,444 | $ | 29,008 | |||||||||||||
Liabilities: | |||||||||||||||||
Cash flow swaps designated as hedges (2) | $ | 15,579 | $ | 17,995 | |||||||||||||
Cash flow swaps not designated as hedges (3) | 1,902 | 2,046 | |||||||||||||||
Deferred compensation plan (4) | 15,219 | 14,842 | |||||||||||||||
Total liabilities | $ | 32,700 | $ | 34,883 | |||||||||||||
-1 | Included in other assets in the accompanying Unaudited Condensed Consolidated Balance Sheets. | ||||||||||||||||
-2 | As of March 31, 2014, approximately $10.4 million and $5.2 million were included in other accrued liabilities and other long-term liabilities, respectively, in the accompanying Unaudited Condensed Consolidated Balance Sheets. As of December 31, 2013, approximately $10.6 million and $7.4 million were included in other accrued liabilities and other long-term liabilities, respectively, in the accompanying Unaudited Condensed Consolidated Balance Sheets. | ||||||||||||||||
-3 | As of March 31, 2014, approximately $0.7 million and $1.2 million were included in other accrued liabilities and other long-term liabilities, respectively, in the accompanying Unaudited Condensed Consolidated Balance Sheets . As of December 31, 2013, approximately $1.0 million was included in both other accrued liabilities and other long-term liabilities, respectively, in the accompanying Unaudited Condensed Consolidated Balance Sheets. | ||||||||||||||||
-4 | Included in other long-term liabilities in the accompanying Unaudited Condensed Consolidated Balance Sheets. | ||||||||||||||||
There were no instances in the first quarter ended March 31, 2014 which required a fair value measurement of assets ordinarily measured at fair value on a non-recurring basis. Therefore, the carrying value of assets measured at fair value on a non-recurring basis in the accompanying Unaudited Condensed Consolidated Balance Sheets as of March 31, 2014 have not changed since December 31, 2013. | |||||||||||||||||
As of March 31, 2014 and December 31, 2013, the fair values of Sonic’s financial instruments including receivables, notes receivable from finance contracts, notes payable – floor plan, trade accounts payable, borrowings under the revolving credit facilities and certain mortgage notes approximate their carrying values due either to length of maturity or existence of variable interest rates that approximate prevailing market rates. | |||||||||||||||||
The fair value and carrying value of Sonic’s fixed rate long-term debt was as follows: | |||||||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||||||
Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||
(In thousands) | |||||||||||||||||
7.0% Notes (1) | $ | 220,000 | $ | 198,448 | $ | 218,000 | $ | 198,414 | |||||||||
5.0% Notes (1) | $ | 294,000 | $ | 300,000 | $ | 285,000 | $ | 300,000 | |||||||||
Mortgage Notes (2) | $ | 163,263 | $ | 155,763 | $ | 165,381 | $ | 157,571 | |||||||||
Assumed Notes (2) | $ | 6,847 | $ | 7,128 | $ | 7,636 | $ | 7,993 | |||||||||
Other (2) | $ | 4,783 | $ | 5,107 | $ | 4,774 | $ | 5,080 | |||||||||
-1 | As determined by market quotations as of March 31, 2014 and December 31, 2013, respectively (Level 1). | ||||||||||||||||
-2 | As determined by discounted cash flows (Level 3). |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||||
10. Accumulated Other Comprehensive Income (Loss) | |||||||||||||
The change in accumulated other comprehensive income (loss) for the first quarter ended March 31, 2014 is as follows: | |||||||||||||
Changes in Accumulated Other Comprehensive | |||||||||||||
Income (Loss) by Component for the First | |||||||||||||
Quarter Ended March 31, 2014 | |||||||||||||
Gains and | Defined | Total | |||||||||||
Losses on | Benefit | Accumulated | |||||||||||
Cash Flow | Pension | Other | |||||||||||
Hedges | Plan | Comprehensive | |||||||||||
Income (Loss) | |||||||||||||
(In thousands) | |||||||||||||
Balance at December 31, 2013 | $ | (8,859 | ) | $ | 277 | $ | (8,582 | ) | |||||
Other comprehensive income (loss) before reclassifications (1) | (805 | ) | 0 | (805 | ) | ||||||||
Amounts reclassified out of accumulated other comprehensive income (loss) (2) | 1,842 | 0 | 1,842 | ||||||||||
Net current-period other comprehensive income (loss) | 1,037 | 0 | 1,037 | ||||||||||
Balance at March 31, 2014 | $ | (7,822 | ) | $ | 277 | $ | (7,545 | ) | |||||
-1 | Net of tax benefit of $493. | ||||||||||||
-2 | Net of tax expense of $1,129. | ||||||||||||
See the heading “Derivative Instruments and Hedging Activities” in Note 6, “Long-Term Debt,” for further discussion of Sonic’s cash flow hedges. For further discussion of Sonic’s defined benefit pension plan, see Note 10, “Employee Benefit Plans,” to the Consolidated Financial Statements in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2013. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Accounting Policies [Abstract] | ' | ||||
Basis of Presentation | ' | ||||
Basis of Presentation – The accompanying Unaudited Condensed Consolidated Financial Statements for the first quarters ended March 31, 2014 and 2013, have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and applicable rules and regulations of the Securities and Exchange Commission (“SEC”). These Unaudited Condensed Consolidated Financial Statements reflect, in the opinion of management, all material normal recurring adjustments necessary to fairly state the financial position and the results of operations for the periods presented. The results for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year, because the first quarter normally contributes less operating profit than the second, third and fourth quarters. These interim financial statements should be read in conjunction with the audited Consolidated Financial Statements of Sonic Automotive, Inc. (“Sonic” or the “Company”) for the year ended December 31, 2013, which were included in Sonic’s Annual Report on Form 10-K. | |||||
Recent Accounting Pronouncements | ' | ||||
Recent Accounting Pronouncements – In April 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update that amended the reporting requirements for discontinued operations. The amendments in this accounting standard update raise the threshold for a disposal to qualify as a discontinued operation and require new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. This accounting standard update is effective for interim and annual filings beginning with the quarter ending March 31, 2015. Early adoption is permitted. Sonic expects that the adoption of this accounting standard update will impact the presentation of certain items in its consolidated financial position, results of operations and other disclosures. | |||||
Principles of Consolidation | ' | ||||
Principles of Consolidation - All of Sonic’s dealership and non-dealership subsidiaries are wholly owned and consolidated in the accompanying Unaudited Condensed Consolidated Financial Statements except for one fifty-percent owned dealership that is accounted for under the equity method. All material intercompany balances and transactions have been eliminated in the accompanying Unaudited Condensed Consolidated Financial Statements. | |||||
Lease Exit Accruals | ' | ||||
Lease Exit Accruals – Lease exit accruals relate to facilities Sonic has ceased using in its operations. The accruals represent the present value of the lease payments, net of estimated or actual sublease proceeds, for the remaining life of the operating leases and other accruals necessary to satisfy the lease commitment to the landlord. These situations could include the relocation of an existing facility or the sale of a dealership whereby the buyer will not be subleasing the property for either the remaining term of the lease or for an amount of rent equal to Sonic’s obligation under the lease. Please see Note 12, “Commitments and Contingencies,” to the Consolidated Financial Statements in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2013 for further discussion. | |||||
A summary of the activity of these operating lease exit accruals consists of the following: | |||||
(In thousands) | |||||
Balance, December 31, 2013 | $ | 27,234 | |||
Lease exit expense (1) | 421 | ||||
Payments (2) | (2,021 | ) | |||
Balance, March 31, 2014 | $ | 25,634 | |||
-1 | Expense of approximately $0.1 million is recorded in interest expense, other, net, and expense of approximately $0.3 million is recorded in income (loss) from operations and the sale of dealerships in the accompanying Unaudited Condensed Consolidated Statements of Income. | ||||
-2 | Amount is recorded as an offet to rent expense in selling, general and administrative expenses, with approximately $0.2 million in continuing operations and $1.8 million in income (loss) from operations and the sale of dealerships in the accompanying Unaudited Condensed Consolidated Statements of Income. | ||||
Income Tax Expense | ' | ||||
Income Tax Expense – The overall effective tax rate from continuing operations was 38.0% and 39.0% for the first quarters ended March 31, 2014 and 2013, respectively. Sonic expects the effective tax rate for continuing operations in future periods to fall within a range of 38.0% to 40.0%. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Accounting Policies [Abstract] | ' | ||||
Summary of Operating Lease Exit Accruals | ' | ||||
A summary of the activity of these operating lease exit accruals consists of the following: | |||||
(In thousands) | |||||
Balance, December 31, 2013 | $ | 27,234 | |||
Lease exit expense (1) | 421 | ||||
Payments (2) | (2,021 | ) | |||
Balance, March 31, 2014 | $ | 25,634 | |||
-1 | Expense of approximately $0.1 million is recorded in interest expense, other, net, and expense of approximately $0.3 million is recorded in income (loss) from operations and the sale of dealerships in the accompanying Unaudited Condensed Consolidated Statements of Income. | ||||
-2 | Amount is recorded as an offset to rent expense in selling, general and administrative expenses, with approximately $0.2 million in continuing operations and $1.8 million in income (loss) from operations and the sale of dealerships in the accompanying Unaudited Condensed Consolidated Statements of Income. |
Business_Acquisitions_and_Disp1
Business Acquisitions and Dispositions (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Results Associated with Dealerships Classified as Discontinued Operations | ' | ||||||||
Revenues and other activities associated with dealerships classified as discontinued operations were as follows: | |||||||||
First Quarter Ended March 31, | |||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
Income (loss) from operations | $ | (588 | ) | $ | (34 | ) | |||
Gain (loss) on disposal | (45 | ) | (37 | ) | |||||
Lease exit accrual adjustments and charges | (332 | ) | (667 | ) | |||||
Pre-tax income (loss) | $ | (965 | ) | $ | (738 | ) | |||
Total revenues | $ | 0 | $ | — |
Inventories_Tables
Inventories (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Components of Inventories | ' | ||||||||
Inventories consist of the following: | |||||||||
March 31, 2014 | December 31, 2013 | ||||||||
(In thousands) | |||||||||
New vehicles | $ | 902,744 | $ | 938,263 | |||||
Used vehicles | 193,999 | 171,909 | |||||||
Service loaners | 111,525 | 108,136 | |||||||
Parts, accessories and other | 61,728 | 63,830 | |||||||
Net inventories | $ | 1,269,996 | $ | 1,282,138 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Components of Property and Equipment | ' | ||||||||
Property and equipment consists of the following: | |||||||||
March 31, 2014 | December 31, 2013 | ||||||||
(In thousands) | |||||||||
Land | $ | 199,826 | $ | 194,639 | |||||
Building and improvements | 571,560 | 569,619 | |||||||
Office equipment and fixtures | 137,451 | 135,221 | |||||||
Parts and service equipment | 72,973 | 70,950 | |||||||
Company vehicles | 8,203 | 8,002 | |||||||
Construction in progress | 32,718 | 27,716 | |||||||
Total, at cost | 1,022,731 | 1,006,147 | |||||||
Less accumulated depreciation | (313,425 | ) | (300,035 | ) | |||||
Subtotal | 709,306 | 706,112 | |||||||
Less assets held for sale | (8,165 | ) | (4,101 | ) | |||||
Property and equipment, net | $ | 701,141 | $ | 702,011 | |||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Changes in Carrying Amount of Franchise Assets and Goodwill | ' | ||||||||
Franchise | Net | ||||||||
Assets | Goodwill | ||||||||
(In thousands) | |||||||||
Balance, December 31, 2013 | 79,535 | 476,315 | (1) | ||||||
Additions through current year acquisitions | 0 | 1,252 | |||||||
Reductions from dispositions | (800 | ) | (533 | ) | |||||
Balance, March 31, 2014 | $ | 78,735 | $ | 477,034 | (1) | ||||
-1 | Net of accumulated impairment losses of $796,725. |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Long-Term Debt | ' | ||||||||||||
Long-term debt consists of the following: | |||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||
(In thousands) | |||||||||||||
2011 Revolving Credit Facility (1) | $ | 0 | $ | — | |||||||||
7.0% Senior Subordinated Notes due 2022 (the “7.0% Notes”) | 200,000 | 200,000 | |||||||||||
5.0% Senior Subordinated Notes due 2023 (the “5.0% Notes”) | 300,000 | 300,000 | |||||||||||
Notes payable to a finance company bearing interest from 9.52% to 10.52% (with a weighted average of 10.19%) | 6,843 | 7,629 | |||||||||||
Mortgage notes to finance companies-fixed rate, bearing interest from 3.51% to 7.03% | 155,763 | 157,571 | |||||||||||
Mortgage notes to finance companies-variable rate, bearing interest at 1.25 to 3.50 percentage points above one-month LIBOR | 119,141 | 79,893 | |||||||||||
Net debt discount and premium (2) | (1,804 | ) | (1,800 | ) | |||||||||
Other | 5,107 | 5,080 | |||||||||||
Total debt | $ | 785,050 | $ | 748,373 | |||||||||
Less current maturities | (20,540 | ) | (18,216 | ) | |||||||||
Long-term debt | $ | 764,510 | $ | 730,157 | |||||||||
-1 | The interest rate on the revolving credit facility was 2.00% above LIBOR at March 31, 2014 and 2.00% above LIBOR at December 31, 2013. | ||||||||||||
-2 | March 31, 2014 includes $1.6 million discount associated with the 7.0% Notes, $0.3 million premium associated with notes payable to a finance company and $0.5 million discount associated with mortgage notes payable. December 31, 2013 includes $ 1.6 million discount associated with the 7.0% Notes, $0.4 million premium associated with the notes payable to a finance company and $0.6 million discount associated with mortgage notes payable. | ||||||||||||
Financial Covenants Include Required Specified Ratios | ' | ||||||||||||
Sonic was in compliance with the covenants under the 2011 Credit Facilities as of March 31, 2014. Financial covenants include required specified ratios (as each is defined in the 2011 Credit Facilities) of: | |||||||||||||
Covenant | |||||||||||||
Minimum | Minimum | Maximum | |||||||||||
Consolidated | Consolidated | Consolidated | |||||||||||
Liquidity | Fixed Charge | Total Lease | |||||||||||
Ratio | Coverage | Adjusted Leverage | |||||||||||
Ratio | Ratio | ||||||||||||
Required ratio | 1.05 | 1.2 | 5.5 | ||||||||||
March 31, 2014 actual | 1.2 | 1.89 | 4.08 | ||||||||||
Summary of Interest Received and Paid under Term of Cash Flow Swap | ' | ||||||||||||
Under the terms of these cash flow swaps, Sonic will receive and pay interest based on the following: | |||||||||||||
Notional | Pay | Receive Rate (1) | Maturing Date | ||||||||||
Amount | Rate | ||||||||||||
(In millions) | |||||||||||||
$ | 2.9 | 7.1 | % | one-month LIBOR + 1.50% | 10-Jul-17 | ||||||||
$ | 9.1 | 4.655 | % | one-month LIBOR | December 10, 2017 | ||||||||
$ | 7.7 | (2) | 6.86 | % | one-month LIBOR + 1.25% | 1-Aug-17 | |||||||
$ | 100 | 3.28 | % | one-month LIBOR | 1-Jul-15 | ||||||||
$ | 100 | 3.3 | % | one-month LIBOR | 1-Jul-15 | ||||||||
$ | 6.6 | (2) | 6.41 | % | one-month LIBOR + 1.25% | September 12, 2017 | |||||||
$ | 50 | 2.767 | % | one-month LIBOR | 1-Jul-14 | ||||||||
$ | 50 | 3.24 | % | one-month LIBOR | 1-Jul-15 | ||||||||
$ | 50 | 2.61 | % | one-month LIBOR | 1-Jul-14 | ||||||||
$ | 50 | 3.07 | % | one-month LIBOR | 1-Jul-15 | ||||||||
$ | 100 | (3) | 2.065 | % | one-month LIBOR | 30-Jun-17 | |||||||
$ | 100 | (3) | 2.015 | % | one-month LIBOR | 30-Jun-17 | |||||||
$ | 200 | (3) | 0.788 | % | one-month LIBOR | 1-Jul-16 | |||||||
$ | 50 | (4) | 1.32 | % | one-month LIBOR | 1-Jul-17 | |||||||
$ | 250 | (5) | 1.887 | % | one-month LIBOR | 30-Jun-18 | |||||||
-1 | The one-month LIBOR rate was 0.152% at March 31, 2014. | ||||||||||||
-2 | Changes in fair value are recorded through earnings. | ||||||||||||
-3 | The effective date of these forward-starting swaps is July 1, 2015. | ||||||||||||
-4 | The effective date of this forward-starting swap is July 1, 2016. | ||||||||||||
-5 | The effective date of this forward-starting swap is July 3, 2017. | ||||||||||||
7.0% Senior Subordinated Notes Due 2022 [Member] | ' | ||||||||||||
Redemption Price, Percentage | ' | ||||||||||||
Sonic may redeem the 7.0% Notes in whole or in part at any time after July 15, 2017 at the following redemption prices, which are expressed as percentages of the principal amount: | |||||||||||||
Redemption | |||||||||||||
Price | |||||||||||||
Beginning on July 15, 2017 | 103.5 | % | |||||||||||
Beginning on July 15, 2018 | 102.333 | % | |||||||||||
Beginning on July 15, 2019 | 101.167 | % | |||||||||||
Beginning on July 15, 2020 and thereafter | 100 | % | |||||||||||
5.0% Senior Subordinated Notes due 2023 [Member] | ' | ||||||||||||
Redemption Price, Percentage | ' | ||||||||||||
Sonic may redeem the 5.0% Notes in whole or in part at any time after May 15, 2018 at the following redemption prices, which are expressed as percentages of the principal amount: | |||||||||||||
Redemption | |||||||||||||
Price | |||||||||||||
Beginning on May 15, 2018 | 102.5 | % | |||||||||||
Beginning on May 15, 2019 | 101.667 | % | |||||||||||
Beginning on May 15, 2020 | 100.833 | % | |||||||||||
Beginning on May 15, 2021 and thereafter | 100 | % |
Per_Share_Data_and_Stockholder1
Per Share Data and Stockholders' Equity (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||||||||||||||
Dilutive Effect on Earnings Per Share | ' | ||||||||||||||||||||||||||||
The following table illustrates the dilutive effect of such items on earnings per share for the first quarters ended March 31, 2014 and 2013: | |||||||||||||||||||||||||||||
First Quarter Ended March 31, 2014 | |||||||||||||||||||||||||||||
Income (Loss) | Income (Loss) | ||||||||||||||||||||||||||||
From Continuing | From Discontinued | ||||||||||||||||||||||||||||
Operations | Operations | Net Income (Loss) | |||||||||||||||||||||||||||
Weighted | Amount | Per | Amount | Per | Amount | Per | |||||||||||||||||||||||
Average | Share | Share | Share | ||||||||||||||||||||||||||
Shares | Amount | Amount | Amount | ||||||||||||||||||||||||||
(In thousands, except per share amounts) | |||||||||||||||||||||||||||||
Earnings (loss) and shares | 52,418 | $ | 19,984 | $ | (598 | ) | $ | 19,386 | |||||||||||||||||||||
Effect of participating securities: | |||||||||||||||||||||||||||||
Non-vested restricted stock and stock units | (63 | ) | 0 | (63 | ) | ||||||||||||||||||||||||
Basic earnings (loss) and shares | 52,418 | $ | 19,921 | $ | 0.38 | $ | (598 | ) | $ | (0.01 | ) | $ | 19,323 | $ | 0.37 | ||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||||||||||||
Stock compensation plans | 528 | ||||||||||||||||||||||||||||
Diluted earnings (loss) and shares | 52,946 | $ | 19,921 | $ | 0.38 | $ | (598 | ) | $ | (0.02 | ) | $ | 19,323 | $ | 0.36 | ||||||||||||||
First Quarter Ended March 31, 2013 | |||||||||||||||||||||||||||||
Income (Loss) | Income (Loss) | ||||||||||||||||||||||||||||
From Continuing | From Discontinued | ||||||||||||||||||||||||||||
Operations | Operations | Net Income (Loss) | |||||||||||||||||||||||||||
Weighted | Amount | Per | Amount | Per | Amount | Per | |||||||||||||||||||||||
Average | Share | Share | Share | ||||||||||||||||||||||||||
Shares | Amount | Amount | Amount | ||||||||||||||||||||||||||
(In thousands, except per share amounts) | |||||||||||||||||||||||||||||
Earnings (loss) and shares | 52,586 | $ | 21,697 | $ | (406 | ) | $ | 21,291 | |||||||||||||||||||||
Effect of participating securities: | |||||||||||||||||||||||||||||
Non-vested restricted stock and stock units | (170 | ) | — | (170 | ) | ||||||||||||||||||||||||
Basic earnings (loss) and shares | 52,586 | $ | 21,527 | $ | 0.41 | $ | (406 | ) | $ | (0.01 | ) | $ | 21,121 | $ | 0.4 | ||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||||||||||||
Stock compensation plans | 345 | ||||||||||||||||||||||||||||
Diluted earnings (loss) and shares | 52,931 | $ | 21,527 | $ | 0.41 | $ | (406 | ) | $ | (0.01 | ) | $ | 21,121 | $ | 0.4 | ||||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Assets or Liabilities Recorded at Fair Value | ' | ||||||||||||||||
Assets and liabilities recorded at fair value in the accompanying Unaudited Condensed Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013 are as follows: | |||||||||||||||||
Fair Value Based on | |||||||||||||||||
Significant Other Observable | |||||||||||||||||
Inputs (Level 2) | |||||||||||||||||
March 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
(In thousands) | |||||||||||||||||
Assets: | |||||||||||||||||
Cash surrender value of life insurance policies (1) | $ | 25,481 | $ | 25,301 | |||||||||||||
Cash flow swaps designated as hedges (1) | 2,963 | 3,707 | |||||||||||||||
Total assets | $ | 28,444 | $ | 29,008 | |||||||||||||
Liabilities: | |||||||||||||||||
Cash flow swaps designated as hedges (2) | $ | 15,579 | $ | 17,995 | |||||||||||||
Cash flow swaps not designated as hedges (3) | 1,902 | 2,046 | |||||||||||||||
Deferred compensation plan (4) | 15,219 | 14,842 | |||||||||||||||
Total liabilities | $ | 32,700 | $ | 34,883 | |||||||||||||
-1 | Included in other assets in the accompanying Unaudited Condensed Consolidated Balance Sheets. | ||||||||||||||||
-2 | As of March 31, 2014, approximately $10.4 million and $5.2 million were included in other accrued liabilities and other long-term liabilities, respectively, in the accompanying Unaudited Condensed Consolidated Balance Sheets. As of December 31, 2013, approximately $10.6 million and $7.4 million were included in other accrued liabilities and other long-term liabilities, respectively, in the accompanying Unaudited Condensed Consolidated Balance Sheets. | ||||||||||||||||
-3 | As of March 31, 2014, approximately $0.7 million and $1.2 million were included in other accrued liabilities and other long-term liabilities, respectively, in the accompanying Unaudited Condensed Consolidated Balance Sheets . As of December 31, 2013, approximately $1.0 million was included in both other accrued liabilities and other long-term liabilities, respectively, in the accompanying Unaudited Condensed Consolidated Balance Sheets. | ||||||||||||||||
-4 | Included in other long-term liabilities in the accompanying Unaudited Condensed Consolidated Balance Sheets. | ||||||||||||||||
Fair Value and Carrying Value of Fixed Rate Long-Term Debt | ' | ||||||||||||||||
The fair value and carrying value of Sonic’s fixed rate long-term debt was as follows: | |||||||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||||||
Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||
(In thousands) | |||||||||||||||||
7.0% Notes (1) | $ | 220,000 | $ | 198,448 | $ | 218,000 | $ | 198,414 | |||||||||
5.0% Notes (1) | $ | 294,000 | $ | 300,000 | $ | 285,000 | $ | 300,000 | |||||||||
Mortgage Notes (2) | $ | 163,263 | $ | 155,763 | $ | 165,381 | $ | 157,571 | |||||||||
Assumed Notes (2) | $ | 6,847 | $ | 7,128 | $ | 7,636 | $ | 7,993 | |||||||||
Other (2) | $ | 4,783 | $ | 5,107 | $ | 4,774 | $ | 5,080 | |||||||||
-1 | As determined by market quotations as of March 31, 2014 and December 31, 2013, respectively (Level 1). | ||||||||||||||||
-2 | As determined by discounted cash flows (Level 3). |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Summary of Changes in Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||||
The change in accumulated other comprehensive income (loss) for the first quarter ended March 31, 2014 is as follows: | |||||||||||||
Changes in Accumulated Other Comprehensive | |||||||||||||
Income (Loss) by Component for the First | |||||||||||||
Quarter Ended March 31, 2014 | |||||||||||||
Gains and | Defined | Total | |||||||||||
Losses on | Benefit | Accumulated | |||||||||||
Cash Flow | Pension | Other | |||||||||||
Hedges | Plan | Comprehensive | |||||||||||
Income (Loss) | |||||||||||||
(In thousands) | |||||||||||||
Balance at December 31, 2013 | $ | (8,859 | ) | $ | 277 | $ | (8,582 | ) | |||||
Other comprehensive income (loss) before reclassifications (1) | (805 | ) | 0 | (805 | ) | ||||||||
Amounts reclassified out of accumulated other comprehensive income (loss) (2) | 1,842 | 0 | 1,842 | ||||||||||
Net current-period other comprehensive income (loss) | 1,037 | 0 | 1,037 | ||||||||||
Balance at March 31, 2014 | $ | (7,822 | ) | $ | 277 | $ | (7,545 | ) | |||||
-1 | Net of tax benefit of $493. | ||||||||||||
-2 | Net of tax expense of $1,129. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Summary of Operating Lease Exit Accruals (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Accounting Policies [Abstract] | ' |
Beginning balance | $27,234 |
Lease exit expense | 421 |
Payments | -2,021 |
Ending balance | $25,634 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Summary of Operating Lease Exit Accruals (Parenthetical) (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Accounting Policies [Abstract] | ' |
Component of lease exit expense in interest expense, other, net | $0.10 |
Component of lease exit expense in income (loss) from operations and the sale of dealerships | 0.3 |
Component of lease exit payments in selling, general and administrative expenses | 0.2 |
Component of lease exit payments in income (loss) from operations and the sale of dealerships | $1.80 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Significant Accounting Policies [Line Items] | ' | ' |
Effective tax rate from continuing operations | 38.00% | 39.00% |
Maximum [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Expected effective tax rate for continuing operations Range | 40.00% | ' |
Minimum [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Expected effective tax rate for continuing operations Range | 38.00% | ' |
Business_Acquisitions_and_Disp2
Business Acquisitions and Dispositions - Additional Information (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Franchise | |
Dealerships | |
Business Combinations [Abstract] | ' |
Purchase price for franchise operations and underlying assets, including real estate, acquired | $2,573,000 |
Number of luxury franchises | 1 |
Number of luxury franchises disposed | 1 |
Cash generated from disposition | $1,900,000 |
Number of dealerships held for sale | 0 |
Business_Acquisitions_and_Disp3
Business Acquisitions and Dispositions - Results Associated with Dealerships Classified as Discontinued Operations (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Business Combinations [Abstract] | ' | ' |
Income (loss) from operations | ($588) | ($34) |
Gain (loss) on disposal | -45 | -37 |
Lease exit accrual adjustments and charges | -332 | -667 |
Pre-tax income (loss) | -965 | -738 |
Total revenues | ' | ' |
Inventories_Components_of_Inve
Inventories - Components of Inventories (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
New vehicles | $902,744 | $938,263 |
Used vehicles | 193,999 | 171,909 |
Service loaners | 111,525 | 108,136 |
Parts and accessories and other | 61,728 | 63,830 |
Net inventories | $1,269,996 | $1,282,138 |
Property_and_Equipment_Compone
Property and Equipment - Components of Property and Equipment (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Total, at cost | $1,022,731 | $1,006,147 |
Less accumulated depreciation | -313,425 | -300,035 |
Subtotal | 709,306 | 706,112 |
Less assets held for sale | -8,165 | -4,101 |
Property and equipment, net | 701,141 | 702,011 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total, at cost | 199,826 | 194,639 |
Building and Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total, at cost | 571,560 | 569,619 |
Office Equipment and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total, at cost | 137,451 | 135,221 |
Parts and Service Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total, at cost | 72,973 | 70,950 |
Company Vehicles [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total, at cost | 8,203 | 8,002 |
Construction in Progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total, at cost | $32,718 | $27,716 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Property Plant And Equipment [Abstract] | ' | ' |
Capital expenditure | $21.50 | $59.30 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Changes in Carrying Amount of Franchise Assets and Goodwill (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Indefinite-lived Intangible Assets [Line Items] | ' |
Net Goodwill, Beginning balance | $476,315 |
Net Goodwill, Additions through current year acquisitions | 1,252 |
Net Goodwill, Reductions from dispositions | -533 |
Net Goodwill, Ending balance | 477,034 |
Franchise Assets [Member] | ' |
Indefinite-lived Intangible Assets [Line Items] | ' |
Franchise Assets, Beginning balance | 79,535 |
Franchise Assets, Additions through current year acquisitions | ' |
Franchise Agreements, Reductions from dispositions | -800 |
Franchise Assets, Ending balance | $78,735 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Changes in Carrying Amount of Franchise Assets and Goodwill (Parenthetical) (Detail) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
Net of accumulated impairment losses | $796,725 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Additional Information (Detail) (Lease Agreements [Member], USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Lease Agreements [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Definite life intangibles | $7.90 | $8.30 |
LongTerm_Debt_LongTerm_Debt_De
Long-Term Debt - Long-Term Debt (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Total debt | $785,050 | $748,373 |
Less current maturities | -20,540 | -18,216 |
Long-Term Debt | 764,510 | 730,157 |
2011 Revolving Credit Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 29,200 | ' |
7.0% Senior Subordinated Notes Due 2022 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 200,000 | 200,000 |
5.0% Senior Subordinated Notes due 2023 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 300,000 | 300,000 |
Notes Payable to Finance Company [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 6,843 | 7,629 |
Mortgage Loan at Fix Interest Rate [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 155,763 | 157,571 |
Mortgage Loan at Variable Interest Rate [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | 119,141 | 79,893 |
Net Debt Discount and Premium [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | -1,804 | -1,800 |
Other [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt | $5,107 | $5,080 |
LongTerm_Debt_LongTerm_Debt_Pa
Long-Term Debt - Long-Term Debt (Parenthetical) (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Interest on notes | 5.00% | ' |
7.0% Senior Subordinated Notes Due 2022 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Discount associated with notes | $1.60 | $1.60 |
Interest on notes | 7.00% | 7.00% |
5.0% Senior Subordinated Notes due 2023 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest on notes | 5.00% | 5.00% |
Notes Payable to Finance Company [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Premium associated with notes | 0.3 | 0.4 |
Mortgage Notes Payable [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Discount associated with notes | $0.50 | $0.60 |
Minimum [Member] | Notes Payable to Finance Company [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest on notes | 9.52% | ' |
Minimum [Member] | Mortgage Loan at Fix Interest Rate [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest on notes | 3.51% | ' |
Minimum [Member] | Mortgage Loan at Variable Interest Rate [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest on notes | 1.25% | ' |
Maximum [Member] | Notes Payable to Finance Company [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest on notes | 10.52% | ' |
Maximum [Member] | Mortgage Loan at Fix Interest Rate [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest on notes | 7.03% | ' |
Maximum [Member] | Mortgage Loan at Variable Interest Rate [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest on notes | 3.50% | ' |
Weighted Average [Member] | Notes Payable to Finance Company [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest on notes | 10.19% | ' |
2011 Revolving Credit Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate | 2.00% | 2.00% |
LongTerm_Debt_Additional_Infor
Long-Term Debt - Additional Information (Detail) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | 9-May-13 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Jul. 02, 2012 | Mar. 31, 2014 | Jul. 02, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Note | Assumed Notes [Member] | 2011 Credit Facility [Member] | 2011 Revolving Credit Facility [Member] | 2011 New Vehicle Floor Plan Facility [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | 2011 Used Vehicle Floor Plan Facility [Member] | 2011 Used Vehicle Floor Plan Facility [Member] | 7.0% Senior Subordinated Notes Due 2022 [Member] | 7.0% Senior Subordinated Notes Due 2022 [Member] | 7.0% Senior Subordinated Notes Due 2022 [Member] | Senior Subordinated Notes [Member] | Senior Subordinated Notes [Member] | 5.0% Senior Subordinated Notes due 2023 [Member] | 5.0% Senior Subordinated Notes due 2023 [Member] | Mortgage Notes [Member] | Required Ratio [Member] | Required Ratio [Member] | Derivative Instruments and Hedging Activities [Member] | Derivative Instruments and Hedging Activities [Member] | Derivative Instruments and Hedging Activities [Member] | Derivative Instruments and Hedging Activities [Member] | Derivative Instruments and Hedging Activities [Member] | Derivative Instruments and Hedging Activities [Member] | Derivative Instruments and Hedging Activities [Member] | Derivative Instruments and Hedging Activities [Member] | Derivative Instruments and Hedging Activities [Member] | ||||
2011 Credit Facility [Member] | 2011 Revolving Credit Facility [Member] | 2011 Credit Facility [Member] | 2011 New Vehicle Floor Plan Facility [Member] | Maximum [Member] | Property | Maximum [Member] | Minimum [Member] | Other Accrued Liabilities [Member] | Other Accrued Liabilities [Member] | Other Long-Term Liabilities [Member] | Other Long-Term Liabilities [Member] | Other Assets [Member] | Other Assets [Member] | |||||||||||||||||||
2011 New Vehicle Floor Plan Facility [Member] | 2011 Credit Facility [Member] | 2011 Credit Facility [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date of 2011 revolving credit facility and floor plan facility | ' | ' | ' | ' | ' | 15-Aug-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increased borrowing capacity | ' | ' | ' | ' | ' | ' | $225,000,000 | ' | ' | $175,000,000 | ' | $605,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing base | ' | ' | ' | ' | ' | ' | 147,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit outstanding amount | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
9.0% convertible notes | 785,050,000 | ' | 748,373,000 | ' | 6,800,000 | ' | 29,200,000 | ' | ' | ' | ' | ' | ' | 200,000,000 | 200,000,000 | ' | ' | ' | 300,000,000 | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing availability amount | ' | ' | ' | ' | ' | ' | 117,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in credit facility borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 175,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocation of credit facility increase, percentage | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest on notes | 5.00% | ' | ' | ' | 5.35% | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | 7.00% | ' | ' | ' | 5.00% | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes maturity date | 15-May-23 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15-Jul-22 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes issued at a price of principal amount | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 99.11% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes issued yield maturity, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.13% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest payable description | 'Semi-annually in arrears on May 15 and November 15 of each year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Semi-annually in arrears on January 15 and July 15 of each year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes redeemed percentage of aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | ' | ' | ' | ' | 35.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes redemption price percentage of the par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 107.00% | ' | ' | ' | ' | 105.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes redemption price percentage of the par value due to change of control | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument maximum allowed dividends per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restrictive covenants under 2011 credit facilities and 7 % notes with 5% notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Specifically, the indenture governing Sonic's 7.0% Notes limits Sonic's ability to pay quarterly cash dividends on Sonic's Class A and B common stock in excess of $0.10 per share. Sonic may only pay quarterly cash dividends on Sonic's Class A and B common stock if Sonic complies with the terms of the indenture governing the 7.0% Notes | ' | ' | ' | ' | 'Specifically, the indenture governing Sonic's 5.0% Notes limits Sonic's ability to pay quarterly cash dividends on Sonic's Class A and B common stock in excess of $0.10 per share. Sonic may only pay quarterly cash dividends on Sonic's Class A and B common stock if Sonic complies with the terms of the indenture governing the 5.0% Notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding principal amount of the 7.0% notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Indebtedness with outstanding balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000,000 | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt default description under 5% and 7% notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Sonic's obligations under the 7.0% Notes may be accelerated by the holders of 25% of the outstanding principal amount of the 7.0% 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 Sonic's covenants under the 7.0% Notes; and (3) certain defaults under other agreements under which Sonic or its subsidiaries have outstanding indebtedness in excess of $35.0 million | ' | ' | ' | ' | 'Sonic's obligations under the 5.0% Notes may be accelerated by the holders of 25% of the outstanding principal amount of the 5.0% 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 Sonic's covenants under the 5.0% Notes; and (3) certain defaults under other agreements under which Sonic or its subsidiaries have outstanding indebtedness in excess of $50.0 million | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes redemption price percentage of the principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of notes payable | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes payable due date | ' | ' | ' | ' | 'October 2015 and August 2016 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Between 2014 and 2033 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Premium recorded on notes payable | ' | ' | ' | ' | 7,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining unamortized premium balance | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt weighted average interest rate on note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.79% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Mortgage financing aggregate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 274,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Mortgage financing related to dealership properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
EBTDAR to rent ratio | ' | ' | ' | ' | ' | ' | ' | ' | 3.57 | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.5 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of swap positions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,500,000 | ' | 16,300,000 | 11,100,000 | 11,600,000 | ' | ' | 3,000,000 | 3,700,000 |
Fair value of swap positions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,400,000 | 8,400,000 | ' | ' |
Benefits and charges related to cash flow swaps not designated as hedges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' |
Incremental interest expense | 2,900,000 | 2,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net expense expected to be reclassified | $6,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_Redemption_Price
Long-Term Debt - Redemption Price, Percentage (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Beginning on July 15, 2017 [Member] | 7.0% Senior Subordinated Notes Due 2022 [Member] | ' |
Debt Instrument, Redemption [Line Items] | ' |
Redemption Price | 103.50% |
Beginning on July 15, 2018 [Member] | 7.0% Senior Subordinated Notes Due 2022 [Member] | ' |
Debt Instrument, Redemption [Line Items] | ' |
Redemption Price | 102.33% |
Beginning on July 15, 2019 [Member] | 7.0% Senior Subordinated Notes Due 2022 [Member] | ' |
Debt Instrument, Redemption [Line Items] | ' |
Redemption Price | 101.17% |
Beginning on July 15, 2020 and Thereafter [Member] | 7.0% Senior Subordinated Notes Due 2022 [Member] | ' |
Debt Instrument, Redemption [Line Items] | ' |
Redemption Price | 100.00% |
Beginning on May 15, 2018 [Member] | 5.0% Senior Subordinated Notes due 2023 [Member] | ' |
Debt Instrument, Redemption [Line Items] | ' |
Redemption Price | 102.50% |
Beginning on May 15, 2019 [Member] | 5.0% Senior Subordinated Notes due 2023 [Member] | ' |
Debt Instrument, Redemption [Line Items] | ' |
Redemption Price | 101.67% |
Beginning on May 15, 2020 [Member] | 5.0% Senior Subordinated Notes due 2023 [Member] | ' |
Debt Instrument, Redemption [Line Items] | ' |
Redemption Price | 100.83% |
Beginning on May 15, 2021 and Thereafter [Member] | 5.0% Senior Subordinated Notes due 2023 [Member] | ' |
Debt Instrument, Redemption [Line Items] | ' |
Redemption Price | 100.00% |
LongTerm_Debt_Financial_Covena
Long-Term Debt - Financial Covenants Include Required Specified Ratios (Detail) | Mar. 31, 2014 |
Debt Disclosure [Abstract] | ' |
Required Minimum Consolidated Liquidity Ratio | 1.05 |
Required Minimum Consolidated Fixed Charge Coverage Ratio | 1.2 |
Required Maximum Consolidated Total Lease Adjusted Leverage Ratio | 5.5 |
Actual Minimum Consolidated Liquidity Ratio | 1.2 |
Actual Minimum Consolidated Fixed Charge Coverage Ratio | 1.89 |
Actual Maximum Consolidated Total Lease Adjusted Leverage Ratio | 4.08 |
LongTerm_Debt_Summary_of_Inter
Long-Term Debt - Summary of Interest Received and Paid under Term of Cash Flow Swap (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Derivatives, Fair Value [Line Items] | ' |
Receive Rate | 'One-month LIBOR |
Variable Interest Rate | 0.15% |
Cash Flow Swap [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Notional Amount | 2.9 |
Pay Rate | 7.10% |
Receive Rate | 'one-month LIBOR + 1.50% |
Variable Interest Rate | 1.50% |
Maturing Date | 10-Jul-17 |
Cash Flow Swap 1 [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Notional Amount | 9.1 |
Pay Rate | 4.66% |
Receive Rate | 'one-month LIBOR |
Maturing Date | 10-Dec-17 |
Cash Flow Swap 2 [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Notional Amount | 7.7 |
Pay Rate | 6.86% |
Receive Rate | 'one-month LIBOR + 1.25% |
Variable Interest Rate | 1.25% |
Maturing Date | 1-Aug-17 |
Cash Flow Swap 3 [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Notional Amount | 100 |
Pay Rate | 3.28% |
Receive Rate | 'one-month LIBOR |
Maturing Date | 1-Jul-15 |
Cash Flow Swap 4 [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Notional Amount | 100 |
Pay Rate | 3.30% |
Receive Rate | 'one-month LIBOR |
Maturing Date | 1-Jul-15 |
Cash Flow Swap 5 [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Notional Amount | 6.6 |
Pay Rate | 6.41% |
Receive Rate | 'one-month LIBOR + 1.25% |
Variable Interest Rate | 1.25% |
Maturing Date | 12-Sep-17 |
Cash Flow Swap 6 [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Notional Amount | 50 |
Pay Rate | 2.77% |
Receive Rate | 'one-month LIBOR |
Maturing Date | 1-Jul-14 |
Cash Flow Swap 7 [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Notional Amount | 50 |
Pay Rate | 3.24% |
Receive Rate | 'one-month LIBOR |
Maturing Date | 1-Jul-15 |
Cash Flow Swap 8 [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Notional Amount | 50 |
Pay Rate | 2.61% |
Receive Rate | 'one-month LIBOR |
Maturing Date | 1-Jul-14 |
Cash Flow Swap 9 [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Notional Amount | 50 |
Pay Rate | 3.07% |
Receive Rate | 'one-month LIBOR |
Maturing Date | 1-Jul-15 |
Cash Flow Swap 10 [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Notional Amount | 100 |
Pay Rate | 2.07% |
Receive Rate | 'one-month LIBOR |
Maturing Date | 30-Jun-17 |
Cash Flow Swap 11 [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Notional Amount | 100 |
Pay Rate | 2.02% |
Receive Rate | 'one-month LIBOR |
Maturing Date | 30-Jun-17 |
Cash Flow Swap 12 [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Notional Amount | 200 |
Pay Rate | 0.79% |
Receive Rate | 'one-month LIBOR |
Maturing Date | 1-Jul-16 |
Cash Flow Swap 13 [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Notional Amount | 50 |
Pay Rate | 1.32% |
Receive Rate | 'one-month LIBOR |
Maturing Date | 1-Jul-17 |
Cash Flow Swap 14 [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Notional Amount | 250 |
Pay Rate | 1.89% |
Receive Rate | 'one-month LIBOR |
Maturing Date | 30-Jun-18 |
LongTerm_Debt_Summary_of_Inter1
Long-Term Debt - Summary of Interest Received and Paid under Term of Cash Flow Swap (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Derivatives, Fair Value [Line Items] | ' |
One-month LIBOR rate | 0.15% |
Receive Rate | 'One-month LIBOR |
Swap agreement effective date | 1-Jul-15 |
Cash Flow Swap 13 [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Receive Rate | 'one-month LIBOR |
Swap agreement effective date | 1-Jul-16 |
Cash Flow Swap 14 [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Receive Rate | 'one-month LIBOR |
Swap agreement effective date | 3-Jul-17 |
Per_Share_Data_and_Stockholder2
Per Share Data and Stockholders' Equity - Dilutive Effect on Earnings Per Share (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share [Abstract] | ' | ' |
Weighted Average Shares, Earning (loss) and shares | 52,418 | 52,586 |
Weighted Average Shares, Stock compensation plans | 528 | 345 |
Weighted Average Shares, Diluted earnings (loss) and shares | 52,946 | 52,931 |
Income (Loss) From Continuing Operations, Amount | $19,984 | $21,697 |
Participating securities income (loss) from continuing operations non-vested restricted stock and stock units | -63 | -170 |
Income (Loss) From Continuing Operations, Basic | 19,921 | 21,527 |
Income (Loss) From Continuing Operations Diluted, Amount | 19,921 | 21,527 |
Income (Loss) From Continuing Operations, Basic earnings (loss), Per Share Amount | $0.38 | $0.41 |
Income (Loss) From Continuing Operations, Diluted earnings (loss), Per Share Amount | $0.38 | $0.41 |
Dilutive effect on earnings per share | -598 | -406 |
Income (Loss) From Discontinued Operations, Basic earnings (loss), Amount | -598 | -406 |
Income (Loss) From Discontinued Operations, Diluted earnings (loss), Amount | -598 | -406 |
Income (Loss) From Discontinuing Operations, Basic earnings (loss), Per Share Amount | ($0.01) | ($0.01) |
Income (Loss) From Discontinued Operations, Diluted earnings (loss), Per Share Amount | ($0.02) | ($0.01) |
Net Income (Loss), Amount | 19,386 | 21,291 |
Participating securities income (loss) from continuing operations non-vested restricted stock and stock units | -63 | -170 |
Net Income (Loss), Basic, Amount | 19,323 | 21,121 |
Net Income (Loss), Diluted, Amount | $19,323 | $21,121 |
Net Income (Loss), Basic, Per Share Amount | $0.37 | $0.40 |
Net Income (Loss), Diluted, Per Share Amount | $0.36 | $0.40 |
Per_Share_Data_and_Stockholder3
Per Share Data and Stockholders' Equity - Additional Information (Detail) (Common Class A [Member]) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Common Class A [Member] | ' | ' |
Capital Structure and Per Share Data [Line Items] | ' | ' |
Antidilutive stock options excluded in computation of diluted earnings per share | 0.6 | 0.9 |
Contingencies_Additional_Infor
Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Contingencies And Commitments [Line Items] | ' | ' |
Maximum exposure associated with general indemnifications | $10.10 | $14 |
General indemnifications minimum expiration period | '1 year | ' |
General indemnifications maximum expiration period | '2 years | ' |
Joint venture ownership percentage | 50.00% | ' |
Contingent liability reserve balance after reduction | 2.8 | 2.8 |
Other Accrued Liabilities [Member] | ' | ' |
Contingencies And Commitments [Line Items] | ' | ' |
Amount reserved for pending proceedings | 0.3 | 0.3 |
Other Long-Term Liabilities [Member] | ' | ' |
Contingencies And Commitments [Line Items] | ' | ' |
Amount reserved for pending proceedings | $0.90 | $0.90 |
Fair_Value_Measurements_Assets
Fair Value Measurements - Assets or Liabilities Recorded at Fair Value (Detail) (Significant Other Observable Inputs (Level 2) [Member], USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Assets: | ' | ' |
Cash surrender value of life insurance policies | $25,481 | $25,301 |
Cash flow swaps designated as hedges | 2,963 | 3,707 |
Total assets | 28,444 | 29,008 |
Liabilities: | ' | ' |
Cash flow swaps designated as hedges | 15,579 | 17,995 |
Cash flow swaps not designated as hedges | 1,902 | 2,046 |
Deferred compensation plan | 15,219 | 14,842 |
Total liabilities | $32,700 | $34,883 |
Fair_Value_Measurements_Assets1
Fair Value Measurements - Assets or Liabilities Recorded at Fair Value (Parenthetical) (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Cash Flow Swaps Designated as Hedges [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Amount included in other accrued liabilities | $10.40 | $10.60 |
Amount included in other long-term liabilities | 5.2 | 7.4 |
Cash Flow Swaps Not Designated as Hedges [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Amount included in other accrued liabilities | 0.7 | 1 |
Amount included in other long-term liabilities | $1.20 | $1 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value and Carrying Value of Fixed Rate Long-Term Debt (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
7.0% Senior Subordinated Notes Due 2022 [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long-term Debt, Fair Value | $220,000 | $218,000 |
Long-term Debt, Carrying Value | 198,448 | 198,414 |
5.0% Senior Subordinated Notes due 2023 [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long-term Debt, Fair Value | 294,000 | 285,000 |
Long-term Debt, Carrying Value | 300,000 | 300,000 |
Mortgage Loan at Fix Interest Rate [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long-term Debt, Fair Value | 163,263 | 165,381 |
Long-term Debt, Carrying Value | 155,763 | 157,571 |
Assumed Notes [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long-term Debt, Fair Value | 6,847 | 7,636 |
Long-term Debt, Carrying Value | 7,128 | 7,993 |
Other [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long-term Debt, Fair Value | 4,783 | 4,774 |
Long-term Debt, Carrying Value | $5,107 | $5,080 |
Fair_Value_Measurements_Fair_V1
Fair Value Measurements - Fair Value and Carrying Value of Fixed Rate Long-Term Debt (Parenthetical) (Detail) | Mar. 31, 2014 | Dec. 31, 2013 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Stated interest rate on debt agreement | 5.00% | ' |
7.0% Senior Subordinated Notes Due 2022 [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Stated interest rate on debt agreement | 7.00% | 7.00% |
5.0% Senior Subordinated Notes due 2023 [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Stated interest rate on debt agreement | 5.00% | 5.00% |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Loss) - Summary of Changes in Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Gains and Losses on Cash Flow Hedges [Member] | Defined Benefit Pension Plan [Member] | Defined Benefit Pension Plan [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' | ' |
Balance at December 31, 2013 | ($8,582) | ' | ($8,859) | $277 | $277 |
Other comprehensive income (loss) before reclassifications | -805 | ' | -805 | ' | ' |
Amounts reclassified out of accumulated other comprehensive income (loss) | 1,842 | ' | 1,842 | ' | ' |
Other comprehensive income (loss) | 1,037 | 1,787 | 1,037 | ' | ' |
Balance at March 31, 2014 | ($7,545) | ' | ($7,822) | $277 | $277 |
Accumulated_Other_Comprehensiv3
Accumulated Other Comprehensive Income (Loss) - Summary of Changes in Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Equity [Abstract] | ' |
Other comprehensive income (loss) before reclassifications, tax benefit | $493 |
Amounts reclassified out of accumulated other comprehensive income (loss), tax expense | $1,129 |