SONIC AUTOMOTIVE INC (SAH) FY 2022 MD&A
This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements and related notes thereto and “Item 1A. Risk Factors” included in this Annual Report on Form 10-K. The financial and statistical data contained in the following discussion for all periods presented reflects our December 31, 2022 classification of dealerships between continuing and discontinued operations in accordance with “Presentation of Financial Statements” in the Accounting Standards Codification (the “ASC”). For comparison and discussion of our results of operations for the year ended December 31, 2021 (“2021”) to our results of operations for the year ended December 31, 2020 (“2020”), please refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for 2021.
Unless otherwise noted, we present the discussion in this Management’s Discussion and Analysis of Financial Condition and Results of Operations on a consolidated basis. To the extent that we believe a discussion of the differences among reportable segments will enhance a reader’s understanding of our financial condition, cash flows and other changes in financial condition and results of operations, the differences are discussed separately.
Unless otherwise noted, all discussion of increases or decreases are for the year ended December 31, 2022 (“2022”) compared to 2021. The following discussion of Franchised Dealerships Segment new vehicles, used vehicles, wholesale vehicles, parts, service and collision repair, and finance, insurance and other, net is on a same store basis, except where otherwise noted. All currently operating franchised dealership stores are included within the same store group as of the first full month following the first anniversary of the store’s opening or acquisition. All currently operating EchoPark stores in a local geographic market are included within the same market group as of the first full month following the first anniversary of the market’s opening. The following discussion of Powersports Segment new vehicles, used vehicles, wholesale vehicles, parts, service and collision repair, and finance, insurance and other, net is on a reported basis.
Overview
We are one of the largest automotive retailers in the U.S. (as measured by reported total revenue). As a result of the way we manage our business, we had three reportable segments as of December 31, 2022: (1) the Franchised Dealerships Segment; (2) the EchoPark Segment; and (3) the Powersports Segment. For management and operational reporting purposes, we group certain businesses together that share management and inventory (principally used vehicles) into “stores.” As of December 31, 2022, we operated 111 stores in the Franchised Dealerships Segment, 52 stores in the EchoPark Segment, and eight stores in the Powersports Segment. The Franchised Dealerships Segment consists of 142 new vehicle franchises (representing 28 different brands of cars and light trucks) and 17 collision repair centers in 18 states. The EchoPark Segment operates in 21 states, including 11 Northwest Motorsport pre-owned vehicle stores acquired in the RFJ Acquisition in December 2021 that are included in the EchoPark Segment. Under our current EchoPark growth plan, we plan to continue to increase our physical and digital footprint as we build out a nationwide EchoPark distribution network expected to reach 90% of the U.S. population by 2025.
The Franchised Dealerships Segment provides comprehensive sales and services, including: (1) sales of both new and used cars and light trucks; (2) sales of replacement parts and performance of vehicle maintenance, manufacturer warranty repairs, and paint and collision repair services (collectively, “Fixed Operations”); and (3) arrangement of third-party financing, extended warranties, service contracts, insurance and other aftermarket products (collectively, “finance and insurance” or “F&I”) for our guests. The EchoPark Segment sells used cars and light trucks and arranges third-party F&I product sales for our guests in pre-owned vehicle specialty retail locations, and does not offer customer-facing Fixed Operations services. The Powersports Segment offers guests: (1) sales of both new and used powersports vehicles (such as motorcycles, personal watercraft and all-terrain vehicles); (2) Fixed Operations activities; and (3) F&I services. All three segments generally operate independently of one another with the exception of certain shared back-office functions and corporate overhead costs.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Executive Summary
Retail Automotive Industry Performance
The U.S. retail automotive industry’s total new vehicle (retail and fleet combined) unit sales volume was approximately 13.7 million vehicles in 2022, a decrease of 9%, compared to approximately 15.0 million vehicles in 2021, according to the Power Information Network (“PIN”) from J.D. Power. We currently estimate the 2023 new vehicle industry volume will be between 14.0 million vehicles (an increase of 2.2% compared to 2022) and 15.0 million vehicles (an increase of 9.5% compared to 2022). The ongoing effects of supply chain disruptions as a result of the COVID-19 pandemic, availability of new and used vehicle inventory, interest rates, changes in consumer confidence, availability of consumer financing, manufacturer inventory production levels, incentive levels from automotive manufacturers or shifts in such levels, or timing of consumer demand as a result of natural disasters or other unforeseen circumstances could cause the actual 2023 new vehicle industry volume to vary from expectations. Many factors, including brand and geographic concentrations as well as the industry sales mix between retail and fleet new vehicle unit sales volume, have caused our past results to differ from the industry’s overall trend. Our new vehicle sales strategy focuses on our retail new vehicle sales (as opposed to fleet new vehicle sales) and, as a result, we believe it is appropriate to compare our retail new vehicle unit sales volume to the retail new vehicle industry volume (which excludes fleet new vehicle sales). According to PIN from J.D. Power, industry retail new vehicle unit sales volume decreased 11%, to approximately 11.7 million vehicles, in 2022, from approximately 13.1 million vehicles in 2021.
Impact of COVID-19 and Supply Chain Disruptions
The global automotive supply chain has been significantly disrupted since the onset of the COVID-19 pandemic, primarily related to the production of semiconductors and other components that are used in many modern automobiles, in addition to workforce-related production delays and stoppages. As a result, automobile manufacturing has operated for multiple years at lower than usual production levels, reducing the amount of new vehicle inventory and certain parts inventory available to our dealerships. These inventory constraints have led to low new and used vehicle inventory and a high new and used vehicle pricing environment, which drove retail new vehicle unit sales volumes lower across the industry since the onset of the COVID-19 pandemic. New vehicle and certain parts production levels began to improve in late 2022; however, there is a risk that higher production levels and new vehicle inventory on hand may not result in incremental retail new vehicle sales volume, which could cause actual 2023 new vehicle industry volume to vary from our expectations.
Impairment Charges
Impairment charges were approximately $320.4 million and $0.1 million in 2022 and 2021, respectively. Impairment charges for 2022 include approximately $202.9 million of goodwill impairment charges related to the EchoPark Segment, approximately $116.4 million of franchise asset impairment charges, of which approximately $114.4 million is related to the Franchised Dealerships Segment and approximately $2.0 million is related to the EchoPark Segment, and approximately $1.1 million of charges related to the abandonment of certain construction projects in the Franchised Dealerships Segment. Impairment charges for 2021 include approximately $0.1 million of charges related to operating lease right-of-use asset impairment for a former EchoPark location.
Franchised Dealerships Segment
As a result of the acquisition, disposition, termination or closure of several franchised dealership stores in 2021 and 2022, the change in consolidated reported amounts from period to period may not be indicative of the current or future operational or financial performance of our current group of operating stores. Unless otherwise noted, all discussion of increases or decreases are for 2022 compared to 2021. The following discussion is on a same store basis (which excludes results from disposed stores), except where otherwise noted. All currently operating franchised dealership stores are included within the same store group as of the first full month following the first anniversary of the store’s opening or acquisition.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Retail new vehicle revenue decreased 2% in 2022, primarily driven by a 14% decrease in retail new vehicle unit sales volume, offset partially by a 14% increase in retail new vehicle average selling price. Retail new vehicle gross profit increased 25% in 2022, as a result of higher retail new vehicle gross profit per unit, offset partially by lower retail new vehicle unit sales volume. Retail new vehicle gross profit per unit increased $2,060 per unit, or 45%, to $6,630 per unit, due primarily to higher retail new vehicle average selling prices due in part to inventory shortages as a result of vehicle manufacturer supply chain disruptions and production delays. Many of our new vehicles are being pre-ordered and delivered to customers shortly after the vehicles arrive at our stores. On a trailing quarter cost of sales basis, our reported Franchised Dealerships Segment new vehicle inventory days’ supply was approximately 24 days as of December 31, 2022, compared to 16 days as of December 31, 2021 (11 days excluding the effect of the RFJ Acquisition in December 2021, which contributed less than one month of trailing cost of sales to the days’ supply calculation). The level of new vehicle inventory on hand continues to be below our target level as a result of the ongoing vehicle manufacturer supply chain disruptions and production delays described above, and while we anticipate that manufacturer production and new vehicle inventory levels will begin to improve in 2023, we expect that new vehicle inventory levels will remain lower than historical levels throughout 2023.
Retail used vehicle revenue increased 3% in 2022, driven by a 16% increase in retail used vehicle average selling price, offset partially by an 11% decrease in retail used vehicle unit sales volume. Retail used vehicle gross profit decreased 19% in 2022, due to a decrease in retail used vehicle gross profit per unit of $164 per unit, or 9%, to $1,605 per unit, in addition to lower retail used vehicle unit sales volume. Wholesale vehicle gross profit (loss) worsened by approximately $13.1 million, to gross loss of $5.1 million during 2022, due primarily to a $584 per unit, or 181%, decrease in wholesale vehicle gross profit per unit as a result of changes in pricing and demand for vehicles at wholesale auction. We generally focus on maintaining used vehicle inventory days’ supply in the 25- to 35-day range, which may fluctuate seasonally, in order to limit our exposure to market pricing volatility. On a trailing quarter cost of sales basis, our reported Franchised Dealerships Segment used vehicle inventory days’ supply was approximately 26 days as of December 31, 2022, compared to 42 days as of December 31, 2021 (36 days excluding the effect of the RFJ Acquisition in December 2021, which contributed less than one month of trailing cost of sales to the days’ supply calculation).
Fixed Operations revenue increased 10% and Fixed Operations gross profit increased 9% in 2022. Fixed Operations gross margin decreased 40 basis points, to 49.8%, in 2022, driven primarily by a decrease in warranty and internal, sublet and other revenue contribution and lower customer pay gross margin.
F&I revenue decreased 1% in 2022, driven primarily by a 12% decrease in combined retail new and used vehicle unit sales volume, offset partially by higher F&I gross profit per retail unit. F&I gross profit per retail unit increased $264 per unit, or 12%, to $2,415 per unit, in 2022. We believe that our proprietary software applications, playbook processes and guest-centric selling approach enable us to optimize F&I gross profit and penetration rates (the number of F&I products sold per vehicle) across our F&I product lines.
EchoPark Segment
Unless otherwise noted, all discussion of increases or decreases are for 2022 compared to 2021. The following discussion is on a reported basis, except where otherwise noted as being on a same market basis. All currently operating EchoPark stores in a local geographic market are included within the same market group as of the first full month following the first anniversary of the market’s opening.
Reported total revenues increased 5% in 2022, driven primarily by continued expansion of our nationwide distribution network and a 26% increase in retail used vehicle average selling price. Reported total gross profit increased 18% in 2022, primarily due to higher retail used vehicle gross profit per unit, offset partially by a decrease in retail used vehicle unit sales volume.
Reported retail used vehicle revenue increased approximately $84.2 million, or 4%, due to a 26% increase in retail used vehicle revenue per unit, partially offset by an 18% decrease in retail used vehicle unit sales volume. F&I revenue decreased 14% in 2022, driven primarily by an 18% decrease in retail used vehicle unit sales volume, offset partially by higher retail used vehicle average selling prices. Combined retail used vehicle and F&I gross profit per unit increased $884 per unit, or 50%, to $2,657 per unit in 2022. The increase in combined retail used vehicle and F&I gross profit per unit was primarily due to strategic actions taken to diversify our inventory sourcing mix and to reduce used vehicle inventory acquisition costs, benefiting retail used vehicle gross profit per unit.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Wholesale vehicle gross profit decreased by approximately $6.0 million in 2022, due to a decrease in wholesale vehicle unit sales volume and declining wholesale auction prices. We generally focus on maintaining EchoPark Segment used vehicle inventory days’ supply in the 30- to 40-day range, which may fluctuate seasonally, in order to limit our exposure to market pricing volatility. On a trailing quarter cost of sales basis, our reported used vehicle inventory days’ supply in our EchoPark Segment was approximately 40 days as of December 31, 2022, as compared to 70 days as of December 31, 2021 (39 days excluding the acquisition of 11 Northwest Motorsport pre-owned vehicle stores in the RFJ Acquisition in December 2021, which contributed less than one month of trailing cost of sales to the days’ supply calculation).
Same market total revenues decreased 17% in 2022, driven primarily by a 33% decrease in retail used vehicle unit sales volume as we strategically adjusted our retail used vehicle unit sales volume to manage overall segment income (loss) levels; offset partially by an increase in retail used vehicle average selling price. Same market total gross profit decreased 21% in 2022, due primarily to lower retail used vehicle unit sales volume, offset partially by a 21% increase in EchoPark Segment same market combined retail used vehicle and F&I gross profit per unit, to $2,109 per unit.
Powersports Segment
During the first quarter of 2022, we acquired one powersports store and, during the third quarter of 2022, we acquired seven additional powersports stores. During 2022, reported total revenue was $53.5 million and reported total gross profit was $16.8 million.
Reported retail new vehicle revenue was $31.8 million and reported retail new vehicle gross profit was $6.4 million, based on a retail new vehicle average selling price of approximately $20,000 and a retail new vehicle gross profit per unit of $3,974 per unit. On a trailing quarter cost of sales basis, our reported Powersports Segment new vehicle inventory days’ supply was approximately 119 days as of December 31, 2022. We believe that in a normal production environment, the level of new vehicle inventory days’ supply in our Powersports Segment should be in the 90- to 120-day range, depending on seasonality.
Reported retail used vehicle revenue was $7.1 million and reported retail used vehicle gross profit was $2.0 million, based on a retail used vehicle average selling price of $12,093 and a retail used vehicle gross profit per unit of $3,349 per unit. On a trailing quarter cost of sales basis, our reported Powersports Segment used vehicle inventory days’ supply was approximately 141 days as of December 31, 2022. Going forward, we generally expect to maintain a used vehicle inventory days’ supply in our Powersports Segment in the 75- to 100-day range, depending on seasonality.
Reported Fixed Operations revenue was $11.7 million and reported Fixed Operations gross profit was $5.8 million. Customer pay revenue was $5.5 million and customer pay gross profit was $3.3 million. Warranty revenue was $0.7 million and warranty gross profit was $0.4 million. Wholesale parts revenue was $0.3 million and there was no wholesale parts gross profit. Internal, sublet and other revenue was $5.2 million and internal, sublet and other gross profit was $2.1 million.
Reported F&I revenue was $2.6 million, based on F&I gross profit per retail unit of $1,205.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The following table summarizes the percentages of total revenues represented by certain items reflected in our consolidated statements of operations:
| Percentage of Total Revenues | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year Ended December 31, | ||||||||
| 2022 | 2021 | 2020 | ||||||
| Revenues: | ||||||||
| New vehicles | 40.9 | % | 41.3 | % | 43.8 | % | ||
| Used vehicles | 39.4 | % | 39.3 | % | 36.5 | % | ||
| Wholesale vehicles | 3.5 | % | 3.0 | % | 2.0 | % | ||
| Parts, service and collision repair | 11.4 | % | 11.3 | % | 12.6 | % | ||
| Finance, insurance and other, net | 4.8 | % | 5.1 | % | 5.1 | % | ||
| Total revenues | 100.0 | % | 100.0 | % | 100.0 | % | ||
| Cost of sales | 83.5 | % | 84.6 | % | 85.4 | % | ||
| Gross profit | 16.5 | % | 15.4 | % | 14.6 | % | ||
| Selling, general and administrative expenses | 11.1 | % | 10.3 | % | 10.5 | % | ||
| Impairment charges | 2.3 | % | — | % | 2.8 | % | ||
| Depreciation and amortization | 0.9 | % | 0.8 | % | 0.9 | % | ||
| Operating income | 2.2 | % | 4.3 | % | 0.3 | % | ||
| Interest expense, floor plan | 0.2 | % | 0.1 | % | 0.3 | % | ||
| Interest expense, other, net | 0.6 | % | 0.4 | % | 0.4 | % | ||
| Other income (expense), net | 0.0 | % | 0.1 | % | 0.0 | % | ||
| Income (loss) from continuing operations before taxes | 1.4 | % | 3.7 | % | (0.4) | % | ||
| Provision for income taxes for continuing operations - benefit (expense) | 0.7 | % | 0.9 | % | 0.2 | % | ||
| Income (loss) from continuing operations | 0.6 | % | 2.8 | % | (0.6) | % |
Results of Operations - Consolidated
As a result of the acquisition, disposition, termination or closure of several franchised dealership stores in 2021 and 2022, the change in consolidated reported amounts from period to period may not be indicative of the current or future operational or financial performance of our current group of operating stores.
New Vehicles - Consolidated
New vehicle revenues include the sale of new vehicles, including new powersports vehicles, to retail customers, as well as the sale of fleet vehicles to businesses for use in their operations. New vehicle revenues and gross profit can be influenced by vehicle manufacturer incentives to consumers (which vary from cash-back incentives to low interest rate financing, among other things), the availability of consumer credit and the level and type of manufacturer-to-dealer incentives, as well as manufacturers providing adequate inventory allocations to our dealerships to meet consumer demand. The automobile manufacturing industry is cyclical and historically has experienced periodic downturns characterized by oversupply and weak demand, both within specific brands and in the industry as a whole. As an automotive retailer, we seek to mitigate the effects of this sales cycle by maintaining a diverse brand mix of dealerships. Our brand diversity allows us to offer a broad range of products at a wide range of prices from lower-priced economy vehicles to luxury vehicles and powersports vehicles.
The U.S. retail automotive industry’s new vehicle unit sales volume below reflects all brands marketed or sold in the U.S. This industry sales volume includes brands we do not sell and markets in which we do not operate, therefore changes in our new vehicle unit sales volume may not trend directly in line with changes in the industry new vehicle unit sales volume. We believe that the retail new vehicle industry sales volume is a more meaningful metric for comparing our new vehicle unit sales volume to the industry due to our minimal fleet vehicle business.
U.S. retail new vehicle industry volume, fleet new vehicle industry volume, and total new vehicle industry volume were as follows:
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
| Year Ended December 31, | Better / (Worse) | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | % Change | ||||||
| (In millions of vehicles) | ||||||||
| U.S. industry volume - Retail new vehicle (1) | 11.7 | 13.1 | (11) | % | ||||
| U.S. industry volume - Fleet new vehicle | 2.0 | 1.9 | 5 | % | ||||
| U.S. industry volume - Total new vehicle (1) | 13.7 | 15.0 | (9) | % |
(1) Source: PIN from J.D. Power
We currently estimate the 2023 new vehicle industry volume will be between 14.0 million vehicles (an increase of 2.2% compared to 2022) and 15.0 million vehicles (an increase of 9.5% compared to 2022). The ongoing effects of supply chain disruptions as a result of the COVID-19 pandemic, availability of new and used vehicle inventory, interest rates, changes in consumer confidence, availability of consumer financing, manufacturer inventory production levels, incentive levels from automotive manufacturers or shifts in such levels, or timing of consumer demand as a result of natural disasters or other unforeseen circumstances could cause the actual 2023 new vehicle industry volume to vary from expectations.
Our consolidated reported new vehicle results (combined retail and fleet data) were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit and per unit data) | ||||||||||||||
| Reported new vehicle: | ||||||||||||||
| Retail new vehicle revenue | $ | 5,622.6 | $ | 4,993.4 | $ | 629.2 | 13 | % | ||||||
| Fleet new vehicle revenue | 99.4 | 124.6 | (25.2) | (20) | % | |||||||||
| Total new vehicle revenue | $ | 5,722.0 | $ | 5,118.0 | $ | 604.0 | 12 | % | ||||||
| Retail new vehicle gross profit | $ | 662.8 | $ | 459.8 | $ | 203.0 | 44 | % | ||||||
| Fleet new vehicle gross profit | 4.9 | 1.6 | 3.3 | 206 | % | |||||||||
| Total new vehicle gross profit | $ | 667.7 | $ | 461.4 | $ | 206.3 | 45 | % | ||||||
| Retail new vehicle unit sales | 101,168 | 99,943 | 1,225 | 1 | % | |||||||||
| Fleet new vehicle unit sales | 2,115 | 3,543 | (1,428) | (40) | % | |||||||||
| Total new vehicle unit sales | 103,283 | 103,486 | (203) | NM | ||||||||||
| Revenue per new retail unit | $ | 55,577 | $ | 49,963 | $ | 5,614 | 11 | % | ||||||
| Revenue per new fleet unit | $ | 47,011 | $ | 35,159 | $ | 11,852 | 34 | % | ||||||
| Total revenue per new unit | $ | 55,402 | $ | 49,456 | $ | 5,946 | 12 | % | ||||||
| Gross profit per new retail unit | $ | 6,552 | $ | 4,600 | $ | 1,952 | 42 | % | ||||||
| Gross profit per new fleet unit | $ | 2,293 | $ | 454 | $ | 1,839 | 405 | % | ||||||
| Total gross profit per new unit | $ | 6,464 | $ | 4,459 | $ | 2,005 | 45 | % | ||||||
| Retail gross profit as a % of revenue | 11.8 | % | 9.2 | % | 260 | bps | ||||||||
| Fleet gross profit as a % of revenue | 4.9 | % | 1.3 | % | 360 | bps | ||||||||
| Total new vehicle gross profit as a % of revenue | 11.7 | % | 9.0 | % | 270 | bps |
NM = Not Meaningful
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For further analysis of new vehicle results, see the tables and discussion under the headings “New Vehicles - Franchised Dealerships Segment” and “New Vehicles - Powersports Segment” in the Franchised Dealerships Segment and Powersports Segment sections, respectively, below.
Used Vehicles - Consolidated
Used vehicle revenues include the sale of used vehicles, including used powersports vehicles, to retail customers and at wholesale. Used vehicle revenues are directly affected by a number of factors, including consumer demand for used vehicles, the pricing and level of manufacturer incentives on new vehicles, the number and quality of trade-ins and lease turn-ins available to our dealerships, the availability and pricing of used vehicles acquired at wholesale auction, and the availability of consumer credit.
As a result of low levels of new vehicle inventory and a heightened demand for used vehicles (both by retail consumers and dealers at wholesale auction), used vehicle prices reached an all-time high during the first half of 2022, and remained at elevated levels during the second half of 2022. Depending on the mix of inventory sourcing (trade-in versus wholesale auction), the days’ supply of used vehicle inventory, and the pricing strategy employed by the dealership, retail used vehicle gross profit per unit and retail used vehicle gross profit as a percentage of revenue may vary significantly from historical levels given the current used vehicle environment.
Our consolidated reported retail used vehicle results were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit and per unit data) | ||||||||||||||
| Reported retail used vehicle: | ||||||||||||||
| Revenue | $ | 5,515.4 | $ | 4,933.6 | $ | 581.8 | 12 | % | ||||||
| Gross profit | $ | 180.8 | $ | 133.0 | $ | 47.8 | 36 | % | ||||||
| Unit sales | 173,209 | 183,292 | (10,083) | (6) | % | |||||||||
| Revenue per unit | $ | 31,842 | $ | 26,609 | $ | 5,233 | 20 | % | ||||||
| Gross profit per unit | $ | 1,044 | $ | 720 | $ | 324 | 45 | % | ||||||
| Gross profit as a % of revenue | 3.3 | % | 2.7 | % | 60 | bps |
For further analysis of used vehicle results, see the tables and discussion under the headings “Used Vehicles - Franchised Dealerships Segment,” “Used Vehicles and F&I - EchoPark Segment” and “Used Vehicles - Powersports Segment” in the Franchised Dealerships Segment, EchoPark Segment and Powersports Segment sections, respectively, below.
Wholesale Vehicles - Consolidated
Wholesale vehicle revenues are affected by retail new and used vehicle unit sales volume and the associated trade-in volume, as well as short-term, temporary and seasonal fluctuations in wholesale auction pricing. Since the beginning of the COVID-19 pandemic in March 2020, wholesale vehicle prices and supply at auction have experienced periods of volatility, impacting our wholesale vehicle revenues and related gross profit (loss), as well as our retail used vehicle revenues and related gross profit. We believe that the current wholesale vehicle price environment is not sustainable in the long term and expect that average wholesale vehicle pricing and related gross profit (loss) may begin to return toward long-term normalized levels in 2023. Wholesale vehicle revenues are also significantly affected by our corporate inventory management strategy and policies, which are designed to optimize our total used vehicle inventory and expected gross profit levels and minimize inventory carrying risks.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our consolidated reported wholesale vehicle results were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit and per unit data) | ||||||||||||||
| Reported wholesale vehicle: | ||||||||||||||
| Revenue | $ | 484.9 | $ | 367.2 | $ | 117.7 | 32 | % | ||||||
| Gross profit (loss) | $ | (3.1) | $ | 9.8 | $ | (12.9) | (132) | % | ||||||
| Unit sales | 35,323 | 36,795 | (1,472) | (4) | % | |||||||||
| Revenue per unit | $ | 13,727 | $ | 9,980 | $ | 3,747 | 38 | % | ||||||
| Gross profit (loss) per unit | $ | (87) | $ | 266 | $ | (353) | (133) | % | ||||||
| Gross profit (loss) as a % of revenue | (0.6) | % | 2.7 | % | (330) | bps |
For further analysis of wholesale vehicle results, see the tables and discussion under the headings “Wholesale Vehicles - Franchised Dealerships Segment,” “Wholesale Vehicles - EchoPark Segment” and “Wholesale Vehicles - Powersports Segment” in the Franchised Dealerships Segment, EchoPark Segment and Powersports Segment sections, respectively, below.
Fixed Operations - Consolidated
Parts, service and collision repair revenues consist of repairs and maintenance requested and paid by customers (“customer pay”), warranty repairs (manufacturer-paid), wholesale parts (sales of parts and accessories to third-party automotive repair businesses), and internal, sublet and other. Internal, sublet and other primarily relates to preparation and reconditioning work performed on vehicles in inventory that are later sold to a third party and may vary based on used vehicle inventory and sales volume from period to period. When that work is performed by one of our dealerships or stores, the work is classified as internal. In the event the work is performed by a third party on our behalf, it is classified as sublet. Parts and service revenue is driven by the volume and mix of warranty repairs versus customer pay repairs, available service capacity (a combination of service bay count and technician availability), vehicle quality, manufacturer recalls, customer loyalty, and prepaid or manufacturer-paid maintenance programs.
We believe that, over time, vehicle quality will continue to improve, but vehicle complexity and the associated demand for repairs by qualified technicians at manufacturer-affiliated dealerships may result in market share gains that could offset any revenue lost from improvement in vehicle quality. We also believe that, over the long term, we have the ability to continue to optimize service capacity and customer retention at our dealerships and stores to further increase Fixed Operations revenues. Manufacturers continue to extend new vehicle warranty periods (in particular for BEVs) and have also begun to include regular maintenance items in the warranty or complimentary maintenance program coverage. These factors, over the long term, combined with the extended manufacturer warranties on CPO vehicles, should facilitate growth in our parts and service business. Barriers to long-term growth may include reductions in the rate paid by manufacturers to dealers for warranty repair work performed, as well as the improved quality and design of vehicles that may affect the level and frequency of future customer pay or warranty-related repair revenues.
The COVID-19 pandemic initially had a negative effect on our consolidated Fixed Operations revenues, as travel restrictions, government-imposed stay-at-home and shelter-in-place orders, and fewer workers undertaking a daily commute combined to substantially decrease the number of miles driven in the U.S., which decreased the demand for maintenance, repairs and collision services beginning in March 2020. As government-imposed restrictions were relaxed and consumers resumed normal levels of driving, we experienced a recovery in Fixed Operations revenues and are currently operating at or above pre-pandemic levels in the majority of our markets.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our consolidated reported Fixed Operations results were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions) | ||||||||||||||
| Reported Fixed Operations: | ||||||||||||||
| Revenue | ||||||||||||||
| Customer pay | $ | 672.8 | $ | 602.3 | $ | 70.5 | 12 | % | ||||||
| Warranty | 228.0 | 214.8 | 13.2 | 6 | % | |||||||||
| Wholesale parts | 199.2 | 158.8 | 40.4 | 25 | % | |||||||||
| Internal, sublet and other | 499.7 | 364.5 | 135.2 | 37 | % | |||||||||
| Total revenue | $ | 1,599.7 | $ | 1,340.4 | $ | 259.3 | 19 | % | ||||||
| Gross profit | ||||||||||||||
| Customer pay | $ | 389.7 | $ | 341.9 | $ | 47.8 | 14 | % | ||||||
| Warranty | 132.8 | 125.0 | 7.8 | 6 | % | |||||||||
| Wholesale parts | 35.9 | 28.0 | 7.9 | 28 | % | |||||||||
| Internal, sublet and other | 234.1 | 178.2 | 55.9 | 31 | % | |||||||||
| Total gross profit | $ | 792.5 | $ | 673.1 | $ | 119.4 | 18 | % | ||||||
| Gross profit as a % of revenue | ||||||||||||||
| Customer pay | 57.9 | % | 56.8 | % | 110 | bps | ||||||||
| Warranty | 58.3 | % | 58.2 | % | 10 | bps | ||||||||
| Wholesale parts | 18.0 | % | 17.8 | % | 20 | bps | ||||||||
| Internal, sublet and other | 46.8 | % | 48.9 | % | (210) | bps | ||||||||
| Total gross profit as a % of revenue | 49.5 | % | 50.2 | % | (70) | bps |
For further analysis of Fixed Operations results, see the tables and discussion under the headings “Fixed Operations - Franchised Dealerships Segment” and “Fixed Operations - Powersports Segment” in the Franchised Dealerships Segment and Powersports Segment sections, respectively, below.
F&I - Consolidated
Finance, insurance and other, net revenues include commissions for arranging third-party vehicle financing and insurance, sales of third-party extended warranties and service contracts for vehicles, and sales of other aftermarket products. In connection with vehicle financing, extended warranties and service contracts, other aftermarket products and insurance contracts, we receive commissions from the third-party providers for originating these contracts. F&I revenues are recognized net of actual and estimated future chargebacks and other costs associated with originating contracts (as a result, reported F&I revenues and F&I gross profit are the same amount, resulting in a 100% gross margin for F&I). F&I revenues are affected by the level of new and retail used vehicle unit sales volume, the age and average selling price of vehicles sold, the level of manufacturer financing specials or leasing incentives, and our F&I penetration rates for each type of F&I product. The F&I penetration rate represents the number of finance contracts, extended warranties and service contracts, other aftermarket products or insurance contracts that we are able to originate per vehicle sold, expressed as a percentage.
Yield spread premium is another term for the commission earned by our dealerships for arranging vehicle financing for consumers. The amount of the commission could be zero, a flat fee or an actual spread between the interest rate charged to the consumer and the interest rate provided by the third-party direct financing source (e.g., a commercial bank, credit union or manufacturer captive finance company). We have established caps on the potential yield spread premium our dealerships can earn with all finance sources. We believe the yield spread premium we earn for arranging vehicle financing represents value to the consumer in numerous ways, including the following:
•lower cost, below-market financing is often available only from the manufacturers’ captives and franchised dealers;
•ease of access to multiple high-quality lending sources;
•lease-financing alternatives are largely available only from manufacturers’ captives or other indirect lenders;
•guests with substandard credit frequently do not have direct access to potential sources of sub-prime financing; and
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
•guests with significant “negative equity” in their current vehicle (i.e., the guest’s current vehicle is worth less than the balance of their vehicle loan or lease obligation) frequently are unable to pay off the loan on their current vehicle and finance the purchase or lease of a replacement new or used vehicle without the assistance of a franchised dealership’s network of lending sources.
Our consolidated reported F&I results were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit and per unit data) | ||||||||||||||
| Reported F&I: | ||||||||||||||
| Revenue | $ | 679.1 | $ | 637.2 | $ | 41.9 | 7 | % | ||||||
| Total combined retail new and used vehicle unit sales | 274,377 | 283,235 | (8,858) | (3) | % | |||||||||
| Gross profit per retail unit (excludes fleet) | $ | 2,475 | $ | 2,250 | $ | 225 | 10 | % |
For further analysis of F&I results, see the tables and discussion under the headings “F&I - Franchised Dealerships Segment,” “Used Vehicles and F&I - EchoPark Segment” and “F&I - Powersports Segment” in the Franchised Dealerships Segment, EchoPark Segment and Powersports Segment sections, respectively, below.
Results of Operations - Franchised Dealerships Segment
As a result of the acquisition, disposition, termination or closure of several franchised dealership stores in 2022 and 2021, the change in reported amounts from period to period may not be indicative of the current or future operational or financial performance of our current group of operating stores. The following discussion of new vehicles, used vehicles, wholesale vehicles, parts, service and collision repair, and finance, insurance and other, net is on a same store basis (which excludes results from disposed stores), except where otherwise noted.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
New Vehicles - Franchised Dealerships Segment
The following table provides a reconciliation of Franchised Dealerships Segment reported basis and same store basis for new vehicles:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit data) | ||||||||||||||
| Retail new vehicle revenue: | ||||||||||||||
| Same store | $ | 4,794.4 | $ | 4,901.8 | $ | (107.4) | (2) | % | ||||||
| Acquisitions, open points, dispositions and holding company | 787.2 | 82.6 | 704.6 | NM | ||||||||||
| Total as reported | $ | 5,581.6 | $ | 4,984.4 | $ | 597.2 | 12 | % | ||||||
| Fleet new vehicle revenue: | ||||||||||||||
| Same store | $ | 85.1 | $ | 62.7 | $ | 22.4 | 36 | % | ||||||
| Acquisitions, open points, dispositions and holding company | 14.3 | 61.9 | (47.6) | NM | ||||||||||
| Total as reported | $ | 99.4 | $ | 124.6 | $ | (25.2) | (20) | % | ||||||
| Total new vehicle revenue: | ||||||||||||||
| Same store | $ | 4,879.5 | $ | 4,964.5 | $ | (85.0) | (2) | % | ||||||
| Acquisitions, open points, dispositions and holding company | 801.5 | 144.5 | 657.0 | NM | ||||||||||
| Total as reported | $ | 5,681.0 | $ | 5,109.0 | $ | 572.0 | 11 | % | ||||||
| Retail new vehicle gross profit: | ||||||||||||||
| Same store | $ | 561.3 | $ | 449.2 | $ | 112.1 | 25 | % | ||||||
| Acquisitions, open points, dispositions and holding company | 94.0 | 9.5 | 84.5 | NM | ||||||||||
| Total as reported | $ | 655.3 | $ | 458.7 | $ | 196.6 | 43 | % | ||||||
| Fleet new vehicle gross profit: | ||||||||||||||
| Same store | $ | 3.6 | $ | 1.6 | $ | 2.0 | 125 | % | ||||||
| Acquisitions, open points, dispositions and holding company | 1.3 | — | 1.3 | NM | ||||||||||
| Total as reported | $ | 4.9 | $ | 1.6 | $ | 3.3 | 206 | % | ||||||
| Total new vehicle gross profit: | ||||||||||||||
| Same store | $ | 564.9 | $ | 450.8 | $ | 114.1 | 25 | % | ||||||
| Acquisitions, open points, dispositions and holding company | 95.3 | 9.5 | 85.8 | NM | ||||||||||
| Total as reported | $ | 660.2 | $ | 460.3 | $ | 199.9 | 43 | % | ||||||
| Retail new vehicle unit sales: | ||||||||||||||
| Same store | 84,663 | 98,311 | (13,648) | (14) | % | |||||||||
| Acquisitions, open points, dispositions and holding company | 14,761 | 1,504 | 13,257 | NM | ||||||||||
| Total as reported | 99,424 | 99,815 | (391) | — | % | |||||||||
| Fleet new vehicle unit sales: | ||||||||||||||
| Same store | 1,853 | 1,590 | 263 | 17 | % | |||||||||
| Acquisitions, open points, dispositions and holding company | 262 | 1,953 | (1,691) | NM | ||||||||||
| Total as reported | 2,115 | 3,543 | (1,428) | (40) | % | |||||||||
| Total new vehicle unit sales: | ||||||||||||||
| Same store | 86,516 | 99,901 | (13,385) | (13) | % | |||||||||
| Acquisitions, open points, dispositions and holding company | 15,023 | 3,457 | 11,566 | NM | ||||||||||
| Total as reported | 101,539 | 103,358 | (1,819) | (2) | % |
NM = Not Meaningful
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Franchised Dealerships Segment reported new vehicle results were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit and per unit data) | ||||||||||||||
| Reported new vehicle: | ||||||||||||||
| Retail new vehicle revenue | $ | 5,581.6 | $ | 4,984.4 | $ | 597.2 | 12 | % | ||||||
| Fleet new vehicle revenue | 99.4 | 124.6 | (25.2) | (20) | % | |||||||||
| Total new vehicle revenue | $ | 5,681.0 | $ | 5,109.0 | $ | 572.0 | 11 | % | ||||||
| Retail new vehicle gross profit | $ | 655.3 | $ | 458.7 | $ | 196.6 | 43 | % | ||||||
| Fleet new vehicle gross profit | 4.9 | 1.6 | 3.3 | 206 | % | |||||||||
| Total new vehicle gross profit | $ | 660.2 | $ | 460.3 | $ | 199.9 | 43 | % | ||||||
| Retail new vehicle unit sales | 99,424 | 99,815 | (391) | — | % | |||||||||
| Fleet new vehicle unit sales | 2,115 | 3,543 | (1,428) | (40) | % | |||||||||
| Total new vehicle unit sales | 101,539 | 103,358 | (1,819) | (2) | % | |||||||||
| Revenue per new retail unit | $ | 56,139 | $ | 49,937 | $ | 6,202 | 12 | % | ||||||
| Revenue per new fleet unit | $ | 47,002 | $ | 35,159 | $ | 11,843 | 34 | % | ||||||
| Total revenue per new unit | $ | 55,948 | $ | 49,430 | $ | 6,518 | 13 | % | ||||||
| Gross profit per new retail unit | $ | 6,591 | $ | 4,595 | $ | 1,996 | 43 | % | ||||||
| Gross profit per new fleet unit | $ | 2,292 | $ | 454 | $ | 1,838 | 405 | % | ||||||
| Total gross profit per new unit | $ | 6,502 | $ | 4,453 | $ | 2,049 | 46 | % | ||||||
| Retail gross profit as a % of revenue | 11.7 | % | 9.2 | % | 250 | bps | ||||||||
| Fleet gross profit as a % of revenue | 4.9 | % | 1.3 | % | 360 | bps | ||||||||
| Total new vehicle gross profit as a % of revenue | 11.6 | % | 9.0 | % | 260 | bps |
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Franchised Dealerships Segment same store new vehicle results were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit and per unit data) | ||||||||||||||
| Same store new vehicle: | ||||||||||||||
| Retail new vehicle revenue | $ | 4,794.4 | $ | 4,901.8 | $ | (107.4) | (2) | % | ||||||
| Fleet new vehicle revenue | 85.1 | 62.7 | 22.4 | 36 | % | |||||||||
| Total new vehicle revenue | $ | 4,879.5 | $ | 4,964.5 | $ | (85.0) | (2) | % | ||||||
| Retail new vehicle gross profit | $ | 561.3 | $ | 449.2 | $ | 112.1 | 25 | % | ||||||
| Fleet new vehicle gross profit | 3.6 | 1.6 | 2.0 | 125 | % | |||||||||
| Total new vehicle gross profit | $ | 564.9 | $ | 450.8 | $ | 114.1 | 25 | % | ||||||
| Retail new vehicle unit sales | 84,663 | 98,311 | (13,648) | (14) | % | |||||||||
| Fleet new vehicle unit sales | 1,853 | 1,590 | 263 | 17 | % | |||||||||
| Total new vehicle unit sales | 86,516 | 99,901 | (13,385) | (13) | % | |||||||||
| Revenue per new retail unit | $ | 56,629 | $ | 49,860 | $ | 6,769 | 14 | % | ||||||
| Revenue per new fleet unit | $ | 45,939 | $ | 39,472 | $ | 6,467 | 16 | % | ||||||
| Total revenue per new unit | $ | 56,401 | $ | 49,695 | $ | 6,706 | 13 | % | ||||||
| Gross profit per new retail unit | $ | 6,630 | $ | 4,570 | $ | 2,060 | 45 | % | ||||||
| Gross profit per new fleet unit | $ | 1,938 | $ | 969 | $ | 969 | 100 | % | ||||||
| Total gross profit per new unit | $ | 6,529 | $ | 4,512 | $ | 2,017 | 45 | % | ||||||
| Retail gross profit as a % of revenue | 11.7 | % | 9.2 | % | 250 | bps | ||||||||
| Fleet gross profit as a % of revenue | 4.2 | % | 2.5 | % | 170 | bps | ||||||||
| Total new vehicle gross profit as a % of revenue | 11.6 | % | 9.1 | % | 250 | bps |
Retail new vehicle revenue decreased 2%, due primarily to a 14% decrease in retail new vehicle unit sales volume, offset partially by a 14% increase in retail new vehicle average selling price. Retail new vehicle gross profit increased approximately $112.1 million, or 25%, as a result of higher retail new vehicle gross profit per unit, offset partially by lower retail new vehicle unit sales volume. Retail new vehicle gross profit per unit increased $2,060 per unit, or 45%, to $6,630 per unit, due primarily to inventory shortages as a result of vehicle manufacturer supply chain and production delays as a result of the COVID-19 pandemic, which have generally increased the average selling prices of such vehicles.
On a trailing quarter cost of sales basis, our reported Franchised Dealerships Segment new vehicle inventory days’ supply was approximately 24 and 16 days as of December 31, 2022 and 2021, respectively (note that the December 31, 2021 days’ supply was 11 days excluding the effect of the RFJ Acquisition in December 2021, which contributed less than one month of trailing cost of sales to the days’ supply calculation). The level of new vehicle inventory on hand continues to be below our target level as a result of the ongoing vehicle manufacturer supply chain disruptions and production delays described above, and while we anticipate that manufacturer production and new vehicle inventory levels will begin to improve in 2023, we expect that new vehicle inventory levels will remain lower than historical levels throughout 2023.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Used Vehicles - Franchised Dealerships Segment
The following table provides a reconciliation of Franchised Dealerships Segment reported basis and same store basis for retail used vehicles:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit data) | ||||||||||||||
| Retail used vehicle revenue: | ||||||||||||||
| Same store | $ | 2,955.6 | $ | 2,860.8 | $ | 94.8 | 3 | % | ||||||
| Acquisitions, open points, dispositions and holding company | 435.9 | 40.2 | 395.7 | NM | ||||||||||
| Total as reported | $ | 3,391.5 | $ | 2,901.0 | $ | 490.5 | 17 | % | ||||||
| Retail used vehicle gross profit: | ||||||||||||||
| Same store | $ | 149.1 | $ | 184.2 | $ | (35.1) | (19) | % | ||||||
| Acquisitions, open points, dispositions and holding company | 25.3 | 3.9 | 21.4 | NM | ||||||||||
| Total as reported | $ | 174.4 | $ | 188.1 | $ | (13.7) | (7) | % | ||||||
| Retail used vehicle unit sales: | ||||||||||||||
| Same store | 92,939 | 104,084 | (11,145) | (11) | % | |||||||||
| Acquisitions, open points, dispositions and holding company | 15,573 | 1,373 | 14,200 | NM | ||||||||||
| Total as reported | 108,512 | 105,457 | 3,055 | 3 | % |
NM = Not Meaningful
Our Franchised Dealerships Segment reported retail used vehicle results were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit and per unit data) | ||||||||||||||
| Reported retail used vehicle: | ||||||||||||||
| Revenue | $ | 3,391.5 | $ | 2,901.0 | $ | 490.5 | 17 | % | ||||||
| Gross profit | $ | 174.4 | $ | 188.1 | $ | (13.7) | (7) | % | ||||||
| Unit sales | 108,512 | 105,457 | 3,055 | 3 | % | |||||||||
| Revenue per unit | $ | 31,254 | $ | 27,509 | $ | 3,745 | 14 | % | ||||||
| Gross profit per unit | $ | 1,607 | $ | 1,784 | $ | (177) | (10) | % | ||||||
| Gross profit as a % of revenue | 5.1 | % | 6.5 | % | (140) | bps |
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Franchised Dealerships Segment same store retail used vehicle results were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit and per unit data) | ||||||||||||||
| Same store retail used vehicle: | ||||||||||||||
| Revenue | $ | 2,955.6 | $ | 2,860.8 | $ | 94.8 | 3 | % | ||||||
| Gross profit | $ | 149.1 | $ | 184.2 | $ | (35.1) | (19) | % | ||||||
| Unit sales | 92,939 | 104,084 | (11,145) | (11) | % | |||||||||
| Revenue per unit | $ | 31,801 | $ | 27,485 | $ | 4,316 | 16 | % | ||||||
| Gross profit per unit | $ | 1,605 | $ | 1,769 | $ | (164) | (9) | % | ||||||
| Gross profit as a % of revenue | 5.0 | % | 6.4 | % | (140) | bps |
Retail used vehicle revenue increased approximately $94.8 million, or 3%, driven primarily by a 16% increase in retail used vehicle average selling price, offset partially by an 11% decrease in retail used vehicle unit sales volume. Retail used vehicle gross profit decreased approximately $35.1 million, or 19%, driven primarily by an 11% decrease in retail used vehicle unit sales volume. Retail used vehicle gross profit per unit decreased $164 per unit, or 9%, to $1,605 per unit.
On a trailing quarter cost of sales basis, our reported Franchised Dealerships Segment used vehicle inventory days’ supply was approximately 26 and 42 days as of December 31, 2022 and 2021, respectively (note that the December 31, 2021 days’ supply was 36 days excluding the effect of the RFJ Acquisition in December 2021, which contributed less than one month of trailing cost of sales to the days’ supply calculation).
Wholesale Vehicles - Franchised Dealerships Segment
The following table provides a reconciliation of Franchised Dealerships Segment reported basis and same store basis for wholesale vehicles:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit data) | ||||||||||||||
| Total wholesale vehicle revenue: | ||||||||||||||
| Same store | $ | 256.9 | $ | 249.2 | $ | 7.7 | 3 | % | ||||||
| Acquisitions, open points, dispositions and holding company | 57.1 | 8.0 | 49.1 | NM | ||||||||||
| Total as reported | $ | 314.0 | $ | 257.2 | $ | 56.8 | 22 | % | ||||||
| Total wholesale vehicle gross profit (loss): | ||||||||||||||
| Same store | $ | (5.1) | $ | 8.0 | $ | (13.1) | (164) | % | ||||||
| Acquisitions, open points, dispositions and holding company | (1.2) | (7.4) | 6.2 | NM | ||||||||||
| Total as reported | $ | (6.3) | $ | 0.6 | $ | (6.9) | NM | |||||||
| Total wholesale vehicle unit sales: | ||||||||||||||
| Same store | 19,533 | 24,683 | (5,150) | (21) | % | |||||||||
| Acquisitions, open points, dispositions and holding company | 4,519 | 445 | 4,074 | NM | ||||||||||
| Total as reported | 24,052 | 25,128 | (1,076) | (4) | % |
NM = Not Meaningful
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Franchised Dealerships Segment reported wholesale vehicle results were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit and per unit data) | ||||||||||||||
| Reported wholesale vehicle: | ||||||||||||||
| Revenue | $ | 314.0 | $ | 257.2 | $ | 56.8 | 22 | % | ||||||
| Gross profit (loss) | $ | (6.3) | $ | 0.6 | $ | (6.9) | NM | |||||||
| Unit sales | 24,052 | 25,128 | (1,076) | (4) | % | |||||||||
| Revenue per unit | $ | 13,052 | $ | 10,236 | $ | 2,816 | 28 | % | ||||||
| Gross profit (loss) per unit | $ | (260) | $ | 24 | $ | (284) | NM | |||||||
| Gross profit (loss) as a % of revenue | (2.0) | % | 0.2 | % | (220) | bps |
NM = Not Meaningful
Our Franchised Dealerships Segment same store wholesale vehicle results were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit and per unit data) | ||||||||||||||
| Same store wholesale vehicle: | ||||||||||||||
| Revenue | $ | 256.9 | $ | 249.2 | $ | 7.7 | 3 | % | ||||||
| Gross profit (loss) | $ | (5.1) | $ | 8.0 | $ | (13.1) | (164) | % | ||||||
| Unit sales | 19,533 | 24,683 | (5,150) | (21) | % | |||||||||
| Revenue per unit | $ | 13,151 | $ | 10,094 | $ | 3,057 | 30 | % | ||||||
| Gross profit (loss) per unit | $ | (261) | $ | 323 | $ | (584) | (181) | % | ||||||
| Gross profit (loss) as a % of revenue | (2.0) | % | 3.2 | % | (520) | bps |
Same store wholesale vehicle revenue increased 3%, driven primarily by a 30% increase in wholesale vehicle revenue per unit as a result of excess demand from dealerships and rental car companies in the wholesale auction market due to the impact of new vehicle inventory shortages during 2022. Wholesale vehicle gross profit worsened by approximately $13.1 million, driven primarily by a $584 per unit decrease in wholesale vehicle gross profit per unit as a result of declining wholesale auction market prices throughout 2022.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Fixed Operations - Franchised Dealerships Segment
The following table provides a reconciliation of Franchised Dealerships Segment reported basis and same store basis for Fixed Operations:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions) | ||||||||||||||
| Total Fixed Operations revenue: | ||||||||||||||
| Same store | $ | 1,458.6 | $ | 1,327.8 | $ | 130.8 | 10 | % | ||||||
| Acquisitions, open points, dispositions and holding company | 129.4 | 12.6 | 116.8 | NM | ||||||||||
| Total as reported | $ | 1,588.0 | $ | 1,340.4 | $ | 247.6 | 18 | % | ||||||
| Total Fixed Operations gross profit: | ||||||||||||||
| Same store | $ | 725.8 | $ | 666.3 | $ | 59.5 | 9 | % | ||||||
| Acquisitions, open points, dispositions and holding company | 60.9 | 6.8 | 54.1 | NM | ||||||||||
| Total as reported | $ | 786.7 | $ | 673.1 | $ | 113.6 | 17 | % |
NM = Not Meaningful
Our Franchised Dealerships Segment reported Fixed Operations results were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions) | ||||||||||||||
| Reported Fixed Operations: | ||||||||||||||
| Revenue | ||||||||||||||
| Customer pay | $ | 667.3 | $ | 600.3 | $ | 67.0 | 11 | % | ||||||
| Warranty | 227.3 | 213.8 | 13.5 | 6 | % | |||||||||
| Wholesale parts | 198.9 | 158.8 | 40.1 | 25 | % | |||||||||
| Internal, sublet and other | 494.5 | 367.5 | 127.0 | 35 | % | |||||||||
| Total revenue | $ | 1,588.0 | $ | 1,340.4 | $ | 247.6 | 18 | % | ||||||
| Gross profit | ||||||||||||||
| Customer pay | $ | 386.4 | $ | 341.0 | $ | 45.4 | 13 | % | ||||||
| Warranty | 132.4 | 125.0 | 7.4 | 6 | % | |||||||||
| Wholesale parts | 35.9 | 28.0 | 7.9 | 28 | % | |||||||||
| Internal, sublet and other | 232.0 | 179.1 | 52.9 | 30 | % | |||||||||
| Total gross profit | $ | 786.7 | $ | 673.1 | $ | 113.6 | 17 | % | ||||||
| Gross profit as a % of revenue | ||||||||||||||
| Customer pay | 57.9 | % | 56.9 | % | 100 | bps | ||||||||
| Warranty | 58.2 | % | 58.3 | % | (10) | bps | ||||||||
| Wholesale parts | 18.0 | % | 17.8 | % | 20 | bps | ||||||||
| Internal, sublet and other | 46.9 | % | 48.7 | % | (180) | bps | ||||||||
| Total gross profit as a % of revenue | 49.5 | % | 50.2 | % | (70) | bps |
45
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Franchised Dealerships Segment same store Fixed Operations results were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions) | ||||||||||||||
| Same store Fixed Operations: | ||||||||||||||
| Revenue | ||||||||||||||
| Customer pay | $ | 688.0 | $ | 594.8 | $ | 93.2 | 16 | % | ||||||
| Warranty | 214.3 | 213.0 | 1.3 | 1 | % | |||||||||
| Wholesale parts | 186.0 | 157.5 | 28.5 | 18 | % | |||||||||
| Internal, sublet and other | 370.3 | 362.5 | 7.8 | 2 | % | |||||||||
| Total revenue | $ | 1,458.6 | $ | 1,327.8 | $ | 130.8 | 10 | % | ||||||
| Gross profit | ||||||||||||||
| Customer pay | $ | 385.8 | $ | 338.6 | $ | 47.2 | 14 | % | ||||||
| Warranty | 125.7 | 123.9 | 1.8 | 1 | % | |||||||||
| Wholesale parts | 33.6 | 28.0 | 5.6 | 20 | % | |||||||||
| Internal, sublet and other | 180.7 | 175.8 | 4.9 | 3 | % | |||||||||
| Total gross profit | $ | 725.8 | $ | 666.3 | $ | 59.5 | 9 | % | ||||||
| Gross profit as a % of revenue | ||||||||||||||
| Customer pay | 56.1 | % | 56.9 | % | (80) | bps | ||||||||
| Warranty | 58.7 | % | 58.2 | % | 50 | bps | ||||||||
| Wholesale parts | 18.1 | % | 17.8 | % | 30 | bps | ||||||||
| Internal, sublet and other | 48.8 | % | 48.5 | % | 30 | bps | ||||||||
| Total gross profit as a % of revenue | 49.8 | % | 50.2 | % | (40) | bps |
Fixed Operations revenue increased approximately $130.8 million, or 10%, and Fixed Operations gross profit increased approximately $59.5 million, or 9%. Customer pay gross profit increased approximately $47.2 million, or 14%, warranty gross profit increased approximately $1.8 million, or 1%, wholesale parts gross profit increased approximately $5.6 million, or 20%, and internal, sublet and other gross profit increased approximately $4.9 million, or 3%. As consumer activity and vehicle miles driven have continued to improve from pandemic-induced lows in early 2020, we experienced a recovery in Fixed Operations activity (in particular, related to customer pay repairs), and are currently operating at or above pre-pandemic levels in the majority of our markets, and expect to continue to see growth in Fixed Operations revenues in 2023.
46
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
F&I - Franchised Dealerships Segment
The following table provides a reconciliation of Franchised Dealerships Segment reported basis and same store basis for F&I:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit and per unit data) | ||||||||||||||
| Total F&I revenue: | ||||||||||||||
| Same store | $ | 429.0 | $ | 435.3 | $ | (6.3) | (1) | % | ||||||
| Acquisitions, open points, dispositions and holding company | 81.1 | 8.2 | 72.9 | NM | ||||||||||
| Total as reported | $ | 510.1 | $ | 443.5 | $ | 66.6 | 15 | % | ||||||
| Total F&I gross profit per retail unit (excludes fleet): | ||||||||||||||
| Same store | $ | 2,415 | $ | 2,151 | $ | 264 | 12 | % | ||||||
| Reported | $ | 2,453 | $ | 2,160 | $ | 293 | 14 | % | ||||||
| Total combined retail new and used vehicle unit sales: | ||||||||||||||
| Same store | 177,602 | 202,395 | (24,793) | (12) | % | |||||||||
| Acquisitions, open points, dispositions and holding company | 30,334 | 2,877 | 27,457 | NM | ||||||||||
| Total as reported | 207,936 | 205,272 | 2,664 | 1 | % |
NM = Not Meaningful
Our Franchised Dealerships Segment reported F&I results were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit and per unit data) | ||||||||||||||
| Reported F&I: | ||||||||||||||
| Revenue | $ | 510.1 | $ | 443.5 | $ | 66.6 | 15 | % | ||||||
| Total combined retail new and used vehicle unit sales | 207,936 | 205,272 | 2,664 | 1 | % | |||||||||
| Gross profit per retail unit (excludes fleet) | $ | 2,453 | $ | 2,160 | $ | 293 | 14 | % |
47
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Franchised Dealerships Segment same store F&I results were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit and per unit data) | ||||||||||||||
| Same store F&I: | ||||||||||||||
| Revenue | $ | 429.0 | $ | 435.3 | $ | (6.3) | (1) | % | ||||||
| Total combined retail new and used vehicle unit sales | 177,602 | 202,395 | (24,793) | (12) | % | |||||||||
| Gross profit per retail unit (excludes fleet) | $ | 2,415 | $ | 2,151 | $ | 264 | 12 | % |
F&I revenues decreased approximately $6.3 million, or 1%, primarily due to a 12% decrease in retail new and used vehicle unit sales volume. F&I gross profit per retail unit increased $264 per unit, or 12%, to $2,415 per unit, primarily due to an increase in gross profit per finance contract. Finance contract revenue decreased 6%, primarily due to lower retail new and used vehicle unit sales volume and a 490-basis point decrease in the combined new and used vehicle finance contract penetration rate. Service contract revenue decreased 2%, primarily due to lower retail new and used vehicle unit sales volume, offset partially by a 290-basis point increase in the service contract penetration rate and a 4% increase in gross profit per service contract. Other aftermarket contract revenue increased 9%, driven primarily by an 11% increase in gross profit per other aftermarket contract and a 1,770-basis point increase in the other aftermarket contract penetration rate, offset partially by lower retail new and used vehicle unit sales volume.
Results of Operations - EchoPark Segment
All currently operating EchoPark stores in a local geographic market are included within the same market group as of the first full month following the first anniversary of the market’s opening. Due to the ongoing expansion of our EchoPark Segment, same market results may vary significantly from reported results due to newly opened markets that began operations in the last 13 months.
Used Vehicles and F&I - EchoPark Segment
Our EchoPark operating strategy focuses on maximizing total used vehicle-related gross profit (based on a combination of retail used vehicle unit sales volume, front-end retail used vehicle gross profit (loss) per unit and F&I gross profit per retail unit) rather than realizing traditional levels of front-end retail used vehicle gross profit (loss) per unit. As such, we believe the best per unit measure of gross profit performance at our EchoPark stores is a combined total gross profit per retail unit, which includes both front-end retail used vehicle gross profit (loss) and F&I gross profit per retail unit sold. See the discussion under the heading “Results of Operations - Consolidated” for additional discussion of the macro drivers of used vehicle revenues and F&I revenues.
All Fixed Operations activity at our EchoPark stores supports our used vehicle inventory reconditioning operations and EchoPark stores do not currently perform customer pay repairs or maintenance work and are not permitted to perform manufacturer-paid warranty repairs. As such, reconditioning amounts that are classified as Fixed Operations revenues and cost of sales in our Franchised Dealerships Segment are presented as used vehicle cost of sales for the EchoPark Segment.
48
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table provides a reconciliation of EchoPark Segment reported basis, same market basis and new market basis for retail used vehicles:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit data) | ||||||||||||||
| Total retail used vehicle revenue: | ||||||||||||||
| Same market | $ | 1,623.2 | $ | 1,993.9 | $ | (370.7) | (19) | % | ||||||
| New markets | 493.6 | 38.7 | 454.9 | NM | ||||||||||
| Total as reported | $ | 2,116.8 | $ | 2,032.6 | $ | 84.2 | 4 | % | ||||||
| Total retail used vehicle gross profit (loss): | ||||||||||||||
| Same market | $ | (14.3) | $ | (56.8) | $ | 42.5 | 75 | % | ||||||
| New markets | 18.7 | 1.6 | 17.1 | NM | ||||||||||
| Total as reported | $ | 4.4 | $ | (55.2) | $ | 59.6 | 108 | % | ||||||
| Total retail used vehicle unit sales: | ||||||||||||||
| Same market | 51,336 | 76,838 | (25,502) | (33) | % | |||||||||
| New markets | 12,771 | 997 | 11,774 | NM | ||||||||||
| Total as reported | 64,107 | 77,835 | (13,728) | (18) | % |
49
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table provides a reconciliation of EchoPark Segment reported basis, same market basis and new market basis for F&I:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions) | ||||||||||||||
| Total F&I revenue: | ||||||||||||||
| Same market | $ | 123.0 | $ | 190.8 | $ | (67.8) | (36) | % | ||||||
| New markets | 43.4 | 2.9 | 40.5 | NM | ||||||||||
| Total as reported | $ | 166.4 | $ | 193.7 | $ | (27.3) | (14) | % |
Our EchoPark Segment reported retail used vehicle and F&I results were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit and per unit data) | ||||||||||||||
| Reported retail used vehicle and F&I: | ||||||||||||||
| Retail used vehicle revenue | $ | 2,116.8 | $ | 2,032.6 | $ | 84.2 | 4 | % | ||||||
| Retail used vehicle gross profit (loss) | $ | 4.4 | $ | (55.2) | $ | 59.6 | 108 | % | ||||||
| Retail used vehicle unit sales | 64,107 | 77,835 | (13,728) | (18) | % | |||||||||
| Retail used vehicle revenue per unit | $ | 33,019 | $ | 26,114 | $ | 6,905 | 26 | % | ||||||
| F&I revenue | $ | 166.4 | $ | 193.7 | $ | (27.3) | (14) | % | ||||||
| Combined retail used vehicle gross profit and F&I revenue | $ | 170.8 | $ | 138.5 | $ | 32.3 | 23 | % | ||||||
| Total retail used vehicle and F&I gross profit per unit | $ | 2,657 | $ | 1,773 | $ | 884 | 50 | % |
Our EchoPark Segment same market retail used vehicle and F&I results were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit and per unit data) | ||||||||||||||
| Same market retail used vehicle and F&I: | ||||||||||||||
| Retail used vehicle revenue | $ | 1,623.2 | $ | 1,993.9 | $ | (370.7) | (19) | % | ||||||
| Retail used vehicle gross profit (loss) | $ | (14.3) | $ | (56.8) | $ | 42.5 | 75 | % | ||||||
| Retail used vehicle unit sales | 51,336 | 76,838 | (25,502) | (33) | % | |||||||||
| Retail used vehicle revenue per unit | $ | 31,619 | $ | 25,949 | $ | 5,670 | 22 | % | ||||||
| F&I revenue | $ | 123.0 | $ | 190.8 | $ | (67.8) | (36) | % | ||||||
| Combined retail used vehicle gross profit and F&I revenue | $ | 108.7 | $ | 134.0 | $ | (25.3) | (19) | % | ||||||
| Total retail used vehicle and F&I gross profit per unit | $ | 2,109 | $ | 1,741 | $ | 368 | 21 | % |
Reported retail used vehicle revenue increased approximately $84.2 million, or 4%, due to a 26% increase in retail used vehicle revenue per unit, partially offset by an 18% decrease in retail used vehicle unit sales volume. Reported combined retail used vehicle gross profit and F&I revenue increased approximately $32.3 million, or 23%, due to an $884, or 50%, increase in total retail used vehicle and F&I gross profit per unit, offset partially by lower retail used vehicle unit sales volume. The increase in total retail used vehicle and F&I gross profit per unit was due primarily to improvement in inventory acquisition cost as a result of sourcing a higher percentage of inventory from non-auction sources, in addition to expanding our inventory to include older vehicles, which typically earn a higher gross profit per unit.
50
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Within F&I revenue, reported finance contract gross profit decreased approximately $3.5 million, or 6%, due to lower retail used vehicle unit sales volume and a 1,200-basis point decrease in finance contract penetration rate. Reported service contract gross profit decreased approximately $15.5 million, or 15%, due to lower retail used vehicle unit sales volume and a 780-basis point decrease in service contract penetration rate. Reported other aftermarket product contract gross profit decreased approximately $7.6 million, or 22%, due to lower retail used vehicle unit sales volume and a 940-basis point decrease in other aftermarket product contract penetration rate. We believe that the decrease in penetration rates across F&I products was driven by the rapid increase in interest rates in 2022 amid near-record high used vehicle prices, which combined to create affordability concerns for our guests and limited their ability to obtain a desirable finance rate or to purchase and finance additional F&I products. We believe this trend is transitory and expect F&I product penetration rates to normalize once the interest rate environment becomes more stable.
On a trailing quarter cost of sales basis, our reported used vehicle inventory days’ supply in our EchoPark Segment was approximately 40 and 70 days as of December 31, 2022 and 2021, respectively (note that the December 31, 2021 days’ supply was 39 days excluding the effect of the RFJ Acquisition in December 2021, which contributed less than one month of trailing cost of sales to the days’ supply calculation). We generally focus on maintaining EchoPark Segment used vehicle inventory days’ supply in the 30- to 40-day range, which may fluctuate seasonally, in order to limit our exposure to market pricing volatility. The elevated level of used vehicle inventory days’ supply as of December 31, 2022 was due primarily to the acquisition of 11 Northwest Motorsport pre-owned vehicle stores in the RFJ Acquisition in December 2021 that have not been fully integrated into the EchoPark inventory management strategy and typically carry a higher days’ supply of inventory.
Same market retail used vehicle revenue decreased approximately $370.7 million, or 19%, due to a 33% decrease in retail used vehicle unit sales volume. Same market combined retail used vehicle gross profit and F&I revenue decreased approximately $25.3 million, or 19%, due to lower retail used vehicle unit sales volume. The increase in total retail used vehicle and F&I gross profit per unit was due primarily to improvement in inventory acquisition cost as a result of sourcing a higher percentage of inventory from non-auction sources, in addition to expanding our inventory to include older vehicles, which typically earn a higher gross profit per unit.
Wholesale Vehicles - EchoPark Segment
See the discussion under the heading “Results of Operations - Consolidated” for additional discussion of the macro drivers of wholesale vehicle revenues.
The following table provides a reconciliation of EchoPark Segment reported basis, same market basis and new market basis for wholesale vehicles:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit data) | ||||||||||||||
| Total wholesale vehicle revenue: | ||||||||||||||
| Same market | $ | 149.3 | $ | 108.7 | $ | 40.6 | 37 | % | ||||||
| New markets | 21.3 | 1.3 | 20.0 | NM | ||||||||||
| Total as reported | $ | 170.6 | $ | 110.0 | $ | 60.6 | 55 | % | ||||||
| Total wholesale vehicle gross profit (loss): | ||||||||||||||
| Same market | $ | 3.7 | $ | 9.4 | $ | (5.7) | (61) | % | ||||||
| New markets | (0.5) | (0.2) | (0.3) | (150) | % | |||||||||
| Total as reported | $ | 3.2 | $ | 9.2 | $ | (6.0) | (65) | % | ||||||
| Total wholesale vehicle unit sales: | ||||||||||||||
| Same market | 9,466 | 11,546 | (2,080) | (18) | % | |||||||||
| New markets | 1,770 | 121 | 1,649 | NM | ||||||||||
| Total as reported | 11,236 | 11,667 | (431) | (4) | % |
51
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our EchoPark Segment reported wholesale vehicle results were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit and per unit data) | ||||||||||||||
| Reported wholesale vehicle: | ||||||||||||||
| Revenue | $ | 170.6 | $ | 110.0 | $ | 60.6 | 55 | % | ||||||
| Gross profit (loss) | $ | 3.2 | $ | 9.2 | $ | (6.0) | (65) | % | ||||||
| Unit sales | 11,236 | 11,667 | (431) | (4) | % | |||||||||
| Revenue per unit | $ | 15,190 | $ | 9,428 | $ | 5,762 | 61 | % | ||||||
| Gross profit (loss) per unit | $ | 283 | $ | 789 | $ | (506) | (64) | % | ||||||
| Gross profit (loss) as a % of revenue | 1.9 | % | 8.4 | % | (650) | bps |
Our EchoPark Segment same market wholesale vehicle results were as follows:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions, except unit and per unit data) | ||||||||||||||
| Same market wholesale vehicle: | ||||||||||||||
| Revenue | $ | 149.3 | $ | 108.7 | $ | 40.6 | 37 | % | ||||||
| Gross profit (loss) | $ | 3.7 | $ | 9.4 | $ | (5.7) | (61) | % | ||||||
| Unit sales | 9,466 | 11,546 | (2,080) | (18) | % | |||||||||
| Revenue per unit | $ | 15,763 | $ | 9,418 | $ | 6,345 | 67 | % | ||||||
| Gross profit (loss) per unit | $ | 393 | $ | 811 | $ | (418) | (52) | % | ||||||
| Gross profit (loss) as a % of revenue | 2.5 | % | 8.6 | % | (610) | bps |
Reported wholesale vehicle revenue increased 55%, driven primarily by a $5,762, or 61%, increase in reported wholesale vehicle revenue per unit as a result of excess demand from dealerships and rental car companies, offset partially by a 4% decrease in reported wholesale vehicle unit sales volume. Reported wholesale vehicle gross profit decreased by approximately $6.0 million, due primarily to lower reported wholesale vehicle unit sales volume and a decrease in reported wholesale vehicle gross profit per unit of $506 per unit, due to declining wholesale auction market prices throughout 2022.
Same market wholesale vehicle revenue increased 37%, driven primarily by a $6,345, or 67%, increase in same market wholesale vehicle revenue per unit as a result of excess demand from dealerships and rental car companies, offset partially by a 18% decrease in same market wholesale vehicle unit sales volume. Same market wholesale vehicle gross profit decreased by approximately $5.7 million, due primarily to lower wholesale vehicle unit sales volume and a decrease in same market wholesale vehicle gross profit per unit of $418 per unit, due to declining wholesale auction market prices throughout 2022.
Results of Operations - Powersports Segment
Our Powersports Segment consists of eight stores acquired during 2022. As a result, there is no comparative prior period data for our 2022 Powersports Segment results of operations, and the 2022 results may not be indicative of the current or future operational or financial performance of our current group of operating stores since the reported results do not include a full year of operations. The following discussion of new vehicles, used vehicles, wholesale vehicles, parts, service and collision repair, and finance, insurance and other, net is on a reported basis, except where otherwise noted.
52
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
New Vehicles - Powersports Segment
Our Powersports Segment reported retail new vehicle results were as follows:
| Year Ended December 31, | Better / (Worse) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | ||||||||||
| (In millions, except unit and per unit data) | |||||||||||||
| Reported retail new vehicle: | |||||||||||||
| Revenue | $ | 31.8 | $ | — | $ | 31.8 | NM | ||||||
| Gross profit | $ | 6.4 | $ | — | $ | 6.4 | NM | ||||||
| Unit sales | 1,592 | — | 1,592 | NM | |||||||||
| Revenue per unit | $ | 19,999 | $ | — | $ | 19,999 | NM | ||||||
| Gross profit per unit | $ | 3,974 | $ | — | $ | 3,974 | NM | ||||||
| Gross profit as a % of revenue | 19.9 | % | — | % | NM |
NM = Not Meaningful
Reported retail new vehicle revenue was $31.8 million and reported retail new vehicle gross profit was $6.4 million, based on a reported retail new vehicle average selling price of approximately $20,000 and reported retail new vehicle gross profit per unit of $3,974 per unit.
On a trailing quarter cost of sales basis, our reported Powersports Segment new vehicle inventory days’ supply was approximately 119 days as of December 31, 2022. We believe that in a normal production environment, the level of new vehicle inventory days’ supply in our Powersports Segment should be in the 90- to 120-day range, depending on seasonality.
Used Vehicles - Powersports Segment
Our Powersports Segment reported retail used vehicle results were as follows:
| Year Ended December 31, | Better / (Worse) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | ||||||||||
| (In millions, except unit and per unit data) | |||||||||||||
| Reported retail used vehicle: | |||||||||||||
| Revenue | $ | 7.1 | $ | — | $ | 7.1 | NM | ||||||
| Gross profit | $ | 2.0 | $ | — | $ | 2.0 | NM | ||||||
| Unit sales | 590 | — | 590 | NM | |||||||||
| Revenue per unit | $ | 12,093 | $ | — | $ | 12,093 | NM | ||||||
| Gross profit per unit | $ | 3,349 | $ | — | $ | 3,349 | NM | ||||||
| Gross profit as a % of revenue | 27.7 | % | — | % | NM |
NM = Not Meaningful
Reported retail used vehicle revenue was $7.1 million and reported retail used vehicle gross profit was $2.0 million, based on a reported retail used vehicle average selling price of $12,093 and reported retail used vehicle gross profit per unit of $3,349 per unit. On a trailing quarter cost of sales basis, our reported Powersports Segment used vehicle inventory days’ supply was approximately 141 days as of December 31, 2022. Going forward, we generally expect to maintain a used vehicle inventory days’ supply in our Powersports Segment in the 75- to 100-day range, depending on seasonality.
53
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Wholesale Vehicles - Powersports Segment
Our Powersports Segment reported wholesale vehicle results were as follows:
| Year Ended December 31, | Better / (Worse) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | ||||||||||
| (In millions, except unit and per unit data) | |||||||||||||
| Reported wholesale vehicle: | |||||||||||||
| Revenue | $ | 0.3 | $ | — | $ | 0.3 | NM | ||||||
| Gross profit (loss) | $ | — | $ | — | $ | — | NM | ||||||
| Unit sales | 35 | — | 35 | NM | |||||||||
| Revenue per unit | $ | 7,752 | $ | — | $ | 7,752 | NM | ||||||
| Gross profit (loss) per unit | $ | (60) | $ | — | $ | (60) | NM | ||||||
| Gross profit (loss) as a % of revenue | (0.8) | % | — | % | NM |
NM = Not Meaningful
Reported wholesale vehicle revenue was $0.3 million based on reported wholesale vehicle revenue per unit of $7,752 per unit. Reported wholesale vehicle gross profit was $0.0 million, resulting in reported wholesale vehicle gross loss per unit of $60 per unit.
Fixed Operations - Powersports Segment
Our Powersports Segment reported Fixed Operations results were as follows:
| Year Ended December 31, | Better / (Worse) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | ||||||||||
| (In millions) | |||||||||||||
| Reported Fixed Operations: | |||||||||||||
| Revenue | |||||||||||||
| Customer pay | $ | 5.5 | $ | — | $ | 5.5 | NM | ||||||
| Warranty | 0.7 | — | 0.7 | NM | |||||||||
| Wholesale parts | 0.3 | — | 0.3 | NM | |||||||||
| Internal, sublet and other | 5.2 | — | 5.2 | NM | |||||||||
| Total revenue | $ | 11.7 | $ | — | $ | 11.7 | NM | ||||||
| Gross profit | |||||||||||||
| Customer pay | $ | 3.3 | $ | — | $ | 3.3 | NM | ||||||
| Warranty | 0.4 | — | 0.4 | NM | |||||||||
| Wholesale parts | — | — | — | NM | |||||||||
| Internal, sublet and other | 2.1 | — | 2.1 | NM | |||||||||
| Total gross profit | $ | 5.8 | $ | — | $ | 5.8 | NM | ||||||
| Gross profit as a % of revenue | |||||||||||||
| Customer pay | 59.0 | % | — | % | NM | ||||||||
| Warranty | 66.0 | % | — | % | NM | ||||||||
| Wholesale parts | 14.0 | % | — | % | NM | ||||||||
| Internal, sublet and other | 65.6 | % | — | % | NM | ||||||||
| Total gross profit as a % of revenue | 50.1 | % | — | % | NM |
NM = Not Meaningful
Reported Fixed Operations revenue was $11.7 million and reported Fixed Operations gross profit of $5.8 million. Customer pay revenue was $5.5 million and customer pay gross profit was $3.3 million. Warranty revenue was $0.7 million and warranty gross profit was $0.4 million. Wholesale parts revenue was $0.3 million and there was no wholesale parts gross profit. Internal, sublet and other revenue was $5.2 million and internal, sublet and other gross profit was $2.1 million.
54
SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
F&I - Powersports Segment
Our Powersports Segment reported F&I results were as follows:
| Year Ended December 31, | Better / (Worse) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | ||||||||||
| (In millions, except unit and per unit data) | |||||||||||||
| Reported F&I: | |||||||||||||
| Revenue | $ | 2.6 | $ | — | $ | 2.6 | NM | ||||||
| Unit sales | 2,182 | — | 2,182 | NM | |||||||||
| Gross profit per retail unit (excludes fleet) | $ | 1,205 | $ | — | $ | 1,205 | NM |
NM = Not Meaningful
Reported F&I revenue was $2.6 million and reported gross profit per retail unit was $1,205 per unit. The combined new and used vehicle finance contract penetration rate was 59%, the combined new and used vehicle service contract penetration rate was 39% and the total other aftermarket product contract penetration rate was 67%.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Segment Results Summary
In the following table of financial data, total segment income (loss) of the reportable segments is reconciled to consolidated income (loss) from continuing operations before taxes and impairment charges. See above for tables and discussion of results by reportable segment.
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| Segment Revenues: | (In millions, except unit data) | |||||||||||||
| Franchised Dealerships Segment Revenues: | ||||||||||||||
| Retail new vehicles | $ | 5,581.6 | $ | 4,984.4 | $ | 597.2 | 12 | % | ||||||
| Fleet new vehicles | 99.4 | 124.6 | (25.2) | (20) | % | |||||||||
| Total new vehicles | $ | 5,681.0 | $ | 5,109.0 | $ | 572.0 | 11 | % | ||||||
| Used vehicles | 3,391.5 | 2,901.0 | 490.5 | 17 | % | |||||||||
| Wholesale vehicles | 314.0 | 257.2 | 56.8 | 22 | % | |||||||||
| Parts, service and collision repair | 1,588.0 | 1,340.4 | 247.6 | 18 | % | |||||||||
| Finance, insurance and other, net | 510.1 | 443.5 | 66.6 | 15 | % | |||||||||
| Franchised Dealerships Segment revenues | $ | 11,484.6 | $ | 10,051.1 | $ | 1,433.5 | 14 | % | ||||||
| EchoPark Segment Revenues: | ||||||||||||||
| Retail new vehicles | $ | 9.2 | $ | 9.0 | $ | 0.2 | 2 | % | ||||||
| Used vehicles | 2,116.8 | 2,032.6 | 84.2 | 4 | % | |||||||||
| Wholesale vehicles | 170.6 | 110.0 | 60.6 | 55 | % | |||||||||
| Finance, insurance and other, net | 166.4 | 193.7 | (27.3) | (14) | % | |||||||||
| EchoPark Segment revenues | $ | 2,463.0 | $ | 2,345.3 | $ | 117.7 | 5 | % | ||||||
| Powersports Segment Revenues: | ||||||||||||||
| Retail new vehicles | $ | 31.8 | $ | — | $ | 31.8 | NM | |||||||
| Used vehicles | 7.1 | — | 7.1 | NM | ||||||||||
| Wholesale vehicles | 0.3 | — | 0.3 | NM | ||||||||||
| Parts, service and collision repair | 11.7 | — | 11.7 | NM | ||||||||||
| Finance, insurance and other, net | 2.6 | — | 2.6 | NM | ||||||||||
| Powersports Segment revenues | $ | 53.5 | $ | — | $ | 53.5 | NM | |||||||
| Total consolidated revenues | $ | 14,001.1 | $ | 12,396.4 | $ | 1,604.7 | 13 | % | ||||||
| Segment Income (Loss) (1): | ||||||||||||||
| Franchised Dealerships Segment (2) | $ | 641.6 | $ | 530.3 | $ | 111.3 | 21 | % | ||||||
| EchoPark Segment (3) | (133.9) | (72.0) | (61.9) | (86) | % | |||||||||
| Powersports Segment | 2.7 | — | 2.7 | NM | ||||||||||
| Total consolidated income (loss) | $ | 510.4 | $ | 458.3 | $ | 52.1 | 11 | % | ||||||
| Impairment charges (4) | (320.4) | (0.1) | (320.3) | NM | ||||||||||
| Income (loss) from continuing operations before taxes | $ | 190.0 | $ | 458.2 | $ | (268.2) | (59) | % | ||||||
| Segment Retail New and Used Vehicle Unit Sales Volume: | ||||||||||||||
| Franchised Dealerships Segment | 207,936 | 205,272 | 2,664 | 1 | % | |||||||||
| EchoPark Segment | 64,259 | 77,963 | (13,704) | (18) | % | |||||||||
| Powersports Segment | — | — | — | NM | ||||||||||
| Total consolidated retail new and used vehicle unit sales volume | 272,195 | 283,235 | (11,040) | (4) | % | |||||||||
| NM = Not Meaningful |
(1)Segment income (loss) for each segment is defined as income (loss) from continuing operations before taxes and impairment charges.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(2)For 2022, amount includes approximately $9.1 million of pre-tax net gain on disposal of property, plant, and equipment, partially offset by an approximately $4.4 million pre-tax net loss for long-term compensation-related expenses. For 2021, amount includes approximately $15.5 million of pre-tax net loss on the extinguishment of debt and approximately $3.0 million of pre-tax net loss on the acquisition of franchised dealerships, partially offset by approximately $1.8 million of pre-tax net gain on the disposal of franchised dealerships.
(3)For 2021, amount includes approximately $6.5 million of pre-tax net loss for long-term compensation-related expenses.
(4)For 2022, amount includes approximately $115.5 million of pre-tax franchise asset and property and equipment impairment charges for the Franchised Dealerships Segment and approximately $204.9 million of pre-tax goodwill and franchise asset impairment charges for the EchoPark Segment. For 2021, amount includes approximately $0.1 million of pre-tax property and equipment impairment charges for the EchoPark Segment.
Selling, General and Administrative (“SG&A”) Expenses - Consolidated
Consolidated SG&A expenses are comprised of four major groups: compensation expense, advertising expense, rent expense and other expense. Compensation expense primarily relates to store personnel who are paid a commission or a salary plus commission and support personnel who are generally paid a fixed salary. Commissions paid to store personnel typically vary depending on gross profits realized and sales volume objectives. Due to the salary component for certain store and corporate personnel, gross profits and compensation expense do not change in direct proportion to one another. Advertising expense and other expense vary based on the level of actual or anticipated business activity and the number of dealerships in operation. Rent expense typically varies with the number of store locations owned, investments made for facility improvements and interest rates. Other expense includes various fixed and variable expenses, including gain on disposal of franchises, certain customer-related costs such as gasoline and service loaners, and insurance, training, legal and IT expenses, which may not change in proportion to gross profit levels.
The following table sets forth information related to our consolidated reported SG&A expenses:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions) | ||||||||||||||
| SG&A expenses: | ||||||||||||||
| Compensation | $ | 1,014.8 | $ | 834.5 | $ | (180.3) | (22) | % | ||||||
| Advertising | 95.4 | 61.6 | (33.8) | (55) | % | |||||||||
| Rent | 51.0 | 53.2 | 2.2 | 4 | % | |||||||||
| Other | 393.9 | 325.4 | (68.5) | (21) | % | |||||||||
| Total SG&A expenses | $ | 1,555.1 | $ | 1,274.7 | $ | (280.4) | (22) | % | ||||||
| SG&A expenses as a % of gross profit: | ||||||||||||||
| Compensation | 43.8 | % | 43.6 | % | (20) | bps | ||||||||
| Advertising | 4.1 | % | 3.2 | % | (90) | bps | ||||||||
| Rent | 2.2 | % | 2.8 | % | 60 | bps | ||||||||
| Other | 17.0 | % | 17.0 | % | — | bps | ||||||||
| Total SG&A expenses as a % of gross profit | 67.1 | % | 66.6 | % | (50) | bps |
Overall SG&A expenses increased in both dollar amount and as a percentage of gross profit, primarily due to an increase in compensation expense as a result of higher levels of gross profit and increased advertising expense related to our EchoPark Segment expansion. Compensation expense increased in both dollar amount and as a percentage of gross profit, primarily due to higher overall gross profit levels and the effects of industry-wide wage inflation. Advertising expense increased in both dollar amount and as a percentage of gross profit, due primarily to higher levels of advertising spend at EchoPark to support our growth strategy. Rent expense decreased in both dollar amount and as a percentage of gross profit, primarily due to the purchase of several properties that were previously leased. Other SG&A expenses increased in dollar amount and immaterially changed as a percentage of gross profit, primarily due to higher gross profit levels and a continued focus on expense optimization.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Other SG&A expenses for 2022 include approximately $9.1 million of net gain on the disposal of real estate. Compensation expenses for 2022 include approximately $4.4 million of long-term compensation charges. Other SG&A expenses for 2021 include approximately $3.0 million of acquisition expenses, offset partially by a $1.8 million net gain on the disposal of franchised dealerships. Compensation expenses for 2021 include approximately $6.5 million of long-term compensation charges.
Impairment Charges - Consolidated
Impairment charges were approximately $320.4 million and $0.1 million in 2022 and 2021, respectively. Impairment charges for 2022 include approximately $202.9 million of goodwill impairment charges related to the EchoPark Segment, approximately $116.4 million of franchise asset impairment charges, of which approximately $114.4 million is related to the Franchised Dealerships Segment and approximately $2.0 million is related to the EchoPark Segment, and approximately $1.1 million of charges related to the abandonment of certain construction projects in the Franchised Dealerships Segment. Impairment charges for 2021 include approximately $0.1 million of charges related to operating lease right-of-use asset impairment for a former EchoPark location.
Depreciation and Amortization - Consolidated
Depreciation expense increased approximately $26.4 million, or 26.1%, in 2022, due primarily to acquisitions and completed construction projects and purchases of fixed assets for use in our franchised dealerships and EchoPark stores.
Interest Expense, Floor Plan - Consolidated
Interest expense, floor plan for new vehicles increased approximately $4.8 million, or 60.9%. The average new vehicle floor plan interest rate was 1.09% in 2022, an increase from 0.74% in 2021, the effect of which resulted in an increase in new vehicle floor plan interest expense of approximately $4.1 million. The average new vehicle floor plan notes payable balance increased approximately $93.3 million, the effect of which increased new vehicle floor plan interest expense by approximately $0.7 million.
Interest expense, floor plan for used vehicles increased approximately $12.8 million, or 144.1%. The average used vehicle floor plan interest rate was 3.87% in 2022, up from 1.75% in 2021, the effect of which resulted in an increased in used vehicle floor plan interest expense of approximately $11.9 million. The average used vehicle floor plan notes payable balance increased approximately $52.0 million, the effect of which increased used vehicle floor plan interest expense by approximately $0.9 million.
Interest Expense, Other, Net - Consolidated
Interest expense, other, net is summarized in the table below:
| Year Ended December 31, | Better / (Worse) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | % Change | |||||||||||
| (In millions) | ||||||||||||||
| Stated/coupon interest | $ | 72.3 | $ | 37.0 | $ | (35.3) | (95) | % | ||||||
| Deferred loan cost amortization | 5.2 | 3.3 | (1.9) | (58) | % | |||||||||
| Interest rate hedge expense (benefit) | 0.7 | 1.5 | 0.8 | 53 | % | |||||||||
| Capitalized interest | (1.6) | (1.8) | (0.2) | (11) | % | |||||||||
| Interest on finance lease liabilities | 13.1 | 7.4 | (5.7) | (77) | % | |||||||||
| Other interest | 0.2 | 0.6 | 0.4 | 67 | % | |||||||||
| Total interest expense, other, net | $ | 89.9 | $ | 48.0 | $ | (41.9) | (87) | % |
Interest expense, other, net increased approximately $41.9 million, or 87.3%, primarily due an increase in principal borrowings related to the issuance of the 4.625% Notes and the 4.875% Notes in October 2021, as well as an increase in borrowings under the 2019 Mortgage Facility in October 2022.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Provision for Income Taxes - Consolidated
The overall effective tax rate from continuing operations was 53.4% and 23.9% for 2022 and 2021, respectively. Income tax expense for 2022 includes the effect of a federal charge of $47.2 million primarily related to the non-deductible portion of the $319.3 million goodwill and franchise asset impairment charges, a $4.1 million charge related to non-deductible executive compensation and a $1.4 million charge related to the increase of the valuation allowance for state net operating loss carryforwards, partially offset by a $4.9 million benefit related to vested or exercised stock compensation awards, a $0.2 million benefit related to changes in uncertain tax positions and a $0.1 million benefit related to tax credits. Our effective tax rate varies from year to year based on the level of taxable income, the distribution of taxable income between states in which the Company operates and other tax adjustments.
Use of Estimates and Critical Accounting Policies
The preparation of financial statements in conformity with GAAP requires Sonic’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the accompanying consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Critical accounting policies are those that management has determined are most important to the portrayal of our financial position and results of operations and require the most subjective judgments or estimates. See Note 1, “Description of Business and Summary of Significant Accounting Policies,” to the accompanying consolidated financial statements for additional discussion regarding our critical accounting policies and estimates.
Goodwill and Other Intangible Assets
In accordance with ASC Topic 350, “Intangibles - Goodwill and Other,” we test goodwill for impairment at least annually (as of October 1 of each year) or more frequently if indications of impairment exist. The ASC also states that if an entity determines, based on an assessment of certain qualitative factors, that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then a quantitative goodwill impairment test is unnecessary.
For purposes of goodwill impairment testing, we have three reporting units, which consist of (1) our traditional franchised dealerships, (2) our EchoPark stores and (3) our powersports stores (these reporting units also represent our reportable segments). In evaluating goodwill for impairment, if the fair value of a reporting unit is less than its carrying value, the difference would represent the amount of the required goodwill impairment. As a result of our October 1, 2022 annual test, we determined that the carrying value of the EchoPark reporting unit exceeded the fair value of the reporting unit. We tested our reporting units for impairment using the discounted cash flow (“DCF”) method that utilizes inputs, including, projected revenues, margin, terminal growth rates, discount rates and a market capitalization reconciliation. We determined that the franchised dealership reporting unit passed by significant margin, but the EchoPark reporting unit was impaired. Based on this assessment, we determined that the EchoPark reporting unit goodwill amount of $202.9 million should be fully impaired and recorded such impairment in the accompanying consolidated statements of operations during the fourth quarter of 2022. We determined that no impairment existed for either the franchised dealerships or powersports reporting units as of October 1, 2022. After the effect of impairment charges, the carrying value of our goodwill totaled approximately $231.0 million at December 31, 2022, approximately $221.8 million of which was related to our franchised dealership reporting unit and approximately $9.2 million of which was related to our powersports reporting unit. See Note 1, “Description of Business and Summary of Significant Accounting Policies,” to the accompanying consolidated financial statements for further discussion.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In accordance with ASC Topic 350, “Intangibles - Goodwill and Other,” we evaluate franchise assets for impairment annually (as of October 1 of each year) or more frequently if indicators of impairment exist. We estimate the fair value of our franchise assets using a multi-period excess earnings method (“MPEEM”) model. The MPEEM model used contains inherent uncertainties, including significant estimates and assumptions related to projected revenue, projected operating margins, a discount rate (and estimates in the discount rate inputs) and residual growth rates. We are subject to financial risk to the extent that our franchise assets become impaired due to deterioration of the underlying businesses. The risk of a franchise asset impairment charge may increase to the extent the underlying businesses’ actual earnings or projected earnings experience a significant decline, or the required discount rate increases (reducing the fair value of expected future cash flows). As a result of our impairment testing as of October 1, 2022, we determined that several of our franchise assets’ fair values did not exceed the carrying value, resulting in $116.4 million in franchise asset impairment charges recorded in the accompanying consolidated statements of operations during the fourth quarter of 2022. After the effect of impairment charges, the carrying value of our franchise assets totaled approximately $396.7 million at December 31, 2022, and is included in other intangible assets, net in the accompanying consolidated balance sheet as of such date. See Note 1, “Description of Business and Summary of Significant Accounting Policies,” to the accompanying consolidated financial statements for further discussion. More recently acquired franchise assets are at a greater risk of impairment than older franchise assets which have significant clearance between fair value and recorded balances. Many factors affect the valuation of franchise assets such as the discount rate and projected revenue amounts. Unfavorable changes in these factors increases the risk of future impairments.
Finance, Insurance and Service Contracts
We arrange financing for our guests through various financial institutions and receive a commission from the financial institution either in a flat fee amount or in an amount equal to the difference between the interest rates charged to our guests and the predetermined interest rates set by the financial institution. We also receive commissions from the sale of various insurance contracts and non-recourse third-party extended service contracts. Under these contracts, the applicable manufacturer or third-party warranty company is directly liable for all warranties provided within the contract. Retrospective finance and insurance revenues (“F&I retro revenues”) are recognized when the product contract has been executed with the end customer and the transaction is estimated each reporting period based on the expected value method using historical and projected data. F&I retro revenues can vary based on a variety of factors, including numbers of contracts and history of cancellations and claims. Accordingly, we utilize this historical and projected data to constrain the consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Receivables, net in the accompanying consolidated balance sheets as of December 31, 2022 and 2021 include approximately $38.7 million and $34.9 million, respectively, related to contract assets from F&I retro revenue recognition. Changes in contract assets from December 31, 2021 to December 31, 2022 were primarily due to ordinary business activity, including the receipt of cash for amounts earned and recognized in prior periods. Historically, our actual F&I retro revenue amounts earned have not been materially different from our recorded estimates.
In the event a customer terminates a financing, insurance or extended service contract prior to the scheduled maturity date, we may be required to return a portion of the commission revenue originally recorded as income by Sonic to the third-party provider (known as a “chargeback”). The commission revenue for the sale of these products and services is recorded net of estimated chargebacks at the time of sale. Our estimate of future chargebacks is established based on our historical chargeback rates, termination provisions of the applicable contracts and data provided by the third-party underwriter of the contracts. While expected chargeback rates vary depending on the type of contract sold, a 100-basis point change in the estimated chargeback rates used in determining our estimates of future chargebacks would have changed our estimated reserve for chargebacks at December 31, 2022 by approximately $3.4 million. Our estimate of chargebacks was approximately $54.1 million as of December 31, 2022, compared to approximately $60.5 million as of December 31, 2021, primarily driven by higher F&I revenues and the RFJ Acquisition included beginning in December 2021. Our chargeback reserve estimate is influenced by the level of F&I revenues and the timing and number of early contract termination events, such as vehicle repossessions, loan refinancing, and early pay-offs. If these events become more or less common, or if there is a shift in the timing of these cancellations, the resulting impact could affect our estimated reserve for chargebacks and could have a material adverse impact on our operating results, financial position and cash flows. Historically, our actual chargeback experience has not been materially different from our recorded estimates.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Income Taxes
As a matter of course, we are regularly audited by various taxing authorities and, from time to time, these audits result in proposed assessments where the ultimate resolution may result in us owing additional taxes. Management believes that our tax positions comply, in all material respects, with applicable tax law and that we have adequately provided for any reasonably foreseeable outcome related to these matters. From time to time, we engage in transactions in which the tax consequences may be subject to uncertainty. Examples of such transactions include business acquisitions and disposals, including consideration paid or received in connection with such transactions. Significant judgment is required in assessing and estimating the tax consequences of these transactions. We determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. A tax position that does not meet the more-likely-than-not recognition threshold is measured to determine the amount of benefit to be recognized in the consolidated financial statements. The tax position is measured at the largest amount of benefit that is likely to be realized upon ultimate settlement. We adjust our estimates periodically because of ongoing examinations by and settlements with the various taxing authorities, as well as changes in tax laws, regulations and precedent.
At December 31, 2022, there were approximately $5.6 million in reserves that we had provided for these matters (including estimates related to possible interest and penalties) with approximately $0.5 million included in other accrued liabilities and approximately $5.1 million recorded in other long-term liabilities in the accompanying consolidated balance sheet as of such date. The effects on our consolidated financial statements of income tax uncertainties are discussed in Note 7, “Income Taxes,” to the accompanying consolidated financial statements.
We periodically review all deferred tax asset positions (including state net operating loss carryforwards) to determine whether it is more likely than not that the deferred tax assets will be realized. Certain factors considered in evaluating the potential for realization of deferred tax assets include the time remaining until expiration (related to state net operating loss carryforwards) and various sources of taxable income that may be available under the tax law to realize a tax benefit related to a deferred tax asset. This evaluation requires management to make certain assumptions about future profitability, the execution of tax strategies that may be available to us and the likelihood that these assumptions or execution of tax strategies would occur. This evaluation is highly judgmental. The results of future operations, regulatory framework of the taxing authorities and other related matters cannot be predicted with certainty. Therefore, actual realization of these deferred tax assets may be materially different from management’s estimate.
As of December 31, 2022 and 2021, we had recorded a valuation allowance amount of approximately $5.6 million and $4.1 million, respectively, related to certain state net operating loss carryforward deferred tax assets as we determined that we would not be able to generate sufficient state taxable income in the related entities to realize the accumulated net operating loss carryforward balances.
We make certain estimates, judgments and assumptions in the calculation of our provision for income taxes, in the resulting tax liabilities and in the recoverability of deferred tax assets. These estimates, judgments and assumptions are updated quarterly by our management based on available information and take into consideration estimated income taxes based on prior year income tax returns, changes in income tax law, our income tax strategies and other factors. If our management receives information which causes us to change our estimate of the year-end liability, the amount of expense or expense reduction required to be recorded in any particular quarter could be material to our operating results, financial position and cash flows.
Recent Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (ASC Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 provides optional guidance for a limited period of time to ease potential accounting impact associated with transitioning away from reference rates that are expected to be discontinued, such as LIBOR. The amendments in this ASU apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued. The amendments in ASU 2020-04 were effective through December 31, 2022. In January 2021, the FASB issued ASU 2021-01 which clarifies that certain optional expedients and exceptions in ASC Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. Certain of our existing contracts have been modified, amended or renegotiated to accommodate a transition to a new reference rate, and we will continue to evaluate any such modifications or amendments to our contracts to determine the applicability of this standard on our consolidated financial statements and related financial statement disclosures.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
We require cash to fund debt service, lease obligations, working capital requirements, facility improvements and other capital improvements, and dividends on our common stock and to finance acquisitions and otherwise invest in our business. We rely on cash flows from operations, borrowings under our revolving credit and floor plan borrowing arrangements, real estate mortgage financing, asset sales and offerings of debt and equity securities to meet these requirements. We were in compliance with all restrictive covenants under our debt agreements as of December 31, 2022 and expect to be in compliance for at least the next 12 months. We closely monitor our available liquidity and projected future operating results in order to remain in compliance with the restrictive covenants under the 2021 Credit Facilities, the 2019 Mortgage Facility, the indentures governing the 4.625% Notes and the 4.875% Notes, and our other debt obligations and lease arrangements. However, our liquidity could be negatively affected if we fail to comply with the financial covenants in our existing debt or lease arrangements. After giving effect to the applicable restrictions on the payment of dividends under our debt agreements, as of December 31, 2022, we had approximately $331.0 million of net income and retained earnings free of such restrictions. Cash flows provided by our dealerships are derived from various sources. The primary sources include individual consumers, automobile manufacturers, automobile manufacturers’ captive finance subsidiaries and other financial institutions. Disruptions in these cash flows could have a material adverse impact on our operations and overall liquidity.
Because the majority of our consolidated assets are held by our dealership subsidiaries, the majority of our cash flows from operations are generated by these subsidiaries. As a result, our cash flows and our ability to service our obligations depend to a substantial degree on the results of operations of these subsidiaries, their contractual obligations and capital requirements, and their ability to provide us with cash.
We had the following liquidity resources available as of December 31, 2022 and 2021:
| December 31, 2022 | December 31, 2021 | |||||
|---|---|---|---|---|---|---|
| (In millions) | ||||||
| Cash and cash equivalents | $ | 229.2 | $ | 299.4 | ||
| Availability under the 2021 Revolving Credit Facility | 292.9 | 281.4 | ||||
| Availability under the 2019 Mortgage Facility (1) | — | 22.2 | ||||
| Floor plan deposit balance | 272.0 | 99.8 | ||||
| Total available liquidity resources | $ | 794.1 | $ | 702.8 |
(1)There are $173.0 million of additional lender commitments available under the 2019 Mortgage Facility subject to the appraisal and pledging of additional collateral.
We participate in a program with two of our lender partners wherein we maintain a floor plan deposit balance (as shown in the table above) with the lender that earns interest based on the agreed upon rate, effectively reducing the net new vehicle floor plan interest expense with the lender. This deposit balance is not designated as a prepayment of notes payable - floor plan, nor is it our intent to use this amount to offset principal amounts owed under notes payable - floor plan in the future, although we have the right and ability to do so. The deposit balances of approximately $272.0 million as of December 31, 2022 and approximately $99.8 million as of December 31, 2021 are classified as other current assets in the accompanying consolidated balance sheets as of December 31, 2022 and 2021.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Long-Term Debt and Credit Facilities
2021 Credit Facilities
On April 14, 2021, we entered into an amended and restated syndicated revolving credit facility (the “2021 Revolving Credit Facility”) and amended and restated syndicated new and used vehicle floor plan credit facilities (the “2021 Floor Plan Facilities” and, together with the 2021 Revolving Credit Facility, the “2021 Credit Facilities”). The amendment and restatement of the 2021 Credit Facilities extended the scheduled maturity dates to April 14, 2025. On October 8, 2021, we entered into an amendment to the 2021 Credit Facilities (the “Credit Facility Amendment”) to, among other things: (1) increase the aggregate commitments under the 2021 Revolving Credit Facility to the lesser of $350.0 million (which may be increased at the Company’s option up to $400.0 million upon satisfaction of certain conditions) and the applicable revolving borrowing base, and the 2021 Floor Plan Facilities to $2.6 billion (which, under certain conditions, may be increased at the Company’s option up to $2.9 billion that may be allocated between the 2021 New Vehicle Floor Plan Facility (as defined below) and the 2021 Used Vehicle Floor Plan Facility (as defined below) as the Company requests, with no more than 40% of the aggregate commitments allocated to the commitments under the 2021 Used Vehicle Floor Plan Facility); and (2) permit the issuance of the 4.625% Notes and the 4.875% Notes. On October 7, 2022, we entered into an amendment to the 2021 Credit Facilities (the “Second Credit Facility Amendment”) to, among other things: (1) replace the 2021 Credit Facilities’ LIBOR-based Eurodollar reference interest rate option with a reference interest rate option based upon one-month Term SOFR (as defined in the 2021 Credit Facilities); (2) amend the provisions relating to the basis for inclusion of real property owned by the Company or certain of its subsidiaries in the borrowing base for the 2021 Revolving Credit Facility; (3) amend the minimum amount for commitments under the 2021 Revolving Credit Facility and the proportion that such commitments under the 2021 Revolving Credit Facility may compose of the total commitments made by the lenders; and (4) adjust aspects of the offset account used for voluntary reductions to loans under the 2021 Floor Plan Facilities.
As amended, availability under the 2021 Revolving Credit Facility is calculated as the lesser of $350.0 million or a borrowing base calculated based on certain eligible assets, less the aggregate face amount of any outstanding letters of credit under the 2021 Revolving Credit Facility (the “2021 Revolving Borrowing Base”). The 2021 Revolving Credit Facility may be increased at our option up to $400.0 million upon satisfaction of certain conditions. As of December 31, 2022, the 2021 Revolving Borrowing Base was approximately $305.4 million based on balances as of such date. As of December 31, 2022, we had no outstanding borrowings and approximately $12.5 million in outstanding letters of credit under the 2021 Revolving Credit Facility, resulting in $292.9 million remaining borrowing availability under the 2021 Revolving Credit Facility.
The 2021 Floor Plan Facilities are composed of a new vehicle revolving floor plan facility (as amended, the “2021 New Vehicle Floor Plan Facility”) and a used vehicle revolving floor plan facility (as amended, the “2021 Used Vehicle Floor Plan Facility”), in a combined amount of up to $2.6 billion. We may, under certain conditions, request an increase in the 2021 Floor Plan Facilities to a maximum borrowing limit of up to $2.9 billion, which shall be allocated between the 2021 New Vehicle Floor Plan Facility and the 2021 Used Vehicle Floor Plan Facility as we request, with no more than 40% of the aggregate commitments allocated to the commitments under the 2021 Used Vehicle Floor Plan Facility.
Our obligations under the 2021 Credit Facilities are guaranteed by us and certain of our subsidiaries and are secured by a pledge of substantially all of our and our subsidiaries’ assets. As of the dates presented in the accompanying consolidated financial statements, the amounts outstanding under the 2021 Credit Facilities bear interest at variable rates based on specified percentages above one-month Term SOFR. We have agreed under the 2021 Credit Facilities not to pledge any assets to any third parties (other than those explicitly allowed to be pledged by the amended terms of the 2021 Credit Facilities), including other lenders, subject to certain stated exceptions, including floor plan financing arrangements. In addition, the 2021 Credit Facilities contain certain negative covenants, including covenants which could restrict or prohibit indebtedness, liens, the payment of dividends and other restricted payments, capital expenditures and material dispositions and acquisitions of assets, as well as other customary covenants and default provisions. Specifically, the 2021 Credit Facilities permit quarterly cash dividends on our Class A and Class B Common Stock up to $0.12 per share so long as no Event of Default (as defined in the 2021 Credit Facilities) has occurred and is continuing and provided that we remain in compliance with all financial covenants under the 2021 Credit Facilities. Additional dividends are permitted subject to the limitations on restricted payments set forth in the 2021 Credit Facilities.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
4.625% Notes
On October 27, 2021, we issued $650.0 million in aggregate principal amount of 4.625% Notes, which will mature on November 15, 2029. The 4.625% Notes were issued at a price of 100% of the principal amount thereof. Sonic used the net proceeds from the issuance of the 4.625% Notes, along with the net proceeds of the 4.875% Notes, to fund the RFJ Acquisition and to repay existing debt.
The 4.625% Notes were issued under an Indenture, dated as of October 27, 2021 (the “2029 Indenture”), by and among the Company, certain subsidiary guarantors named therein (collectively, the “Guarantors”) and U.S. Bank National Association, as trustee (the “trustee”). The 4.625% Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis initially by all of the Company’s domestic operating subsidiaries. The parent company has no independent assets or operations. The non-domestic operating subsidiary that is not a guarantor is considered minor. Under certain circumstances set forth in the 2029 Indenture, the guarantees of the certain subsidiaries of the Company comprising the EchoPark Business (as defined in the 2029 Indenture) may be released. The 2029 Indenture also provides substantial flexibility for the Company to enter into fundamental transactions involving the EchoPark Business. The 2029 Indenture provides that interest on the 4.625% Notes will be payable semi-annually in arrears on May 15 and November 15 of each year beginning May 15, 2022. The 2029 Indenture also contains other restrictive covenants and default provisions common for an issue of senior notes of this nature.
The 4.625% Notes will be redeemable at the Company’s option, in whole or in part, at any time on or after November 15, 2024 at the redemption prices (expressed as percentages of the principal amount thereof) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, if redeemed during the 12-month period beginning on November 15 of the years set forth below:
| Year | Redemption Price | ||
|---|---|---|---|
| 2024 | 102.313 | % | |
| 2025 | 101.156 | % | |
| 2026 | 100.000 | % |
Before November 15, 2024, the Company may redeem all or a part of the 4.625% Notes, subject to payment of a make-whole premium. In addition, the Company may redeem on or before November 15, 2024 up to an aggregate of 35% of the aggregate principal of the 4.625% Notes at a price equal to 104.625% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, with the net cash proceeds from certain equity offerings.
4.875% Notes
On October 27, 2021, we issued $500.0 million in aggregate principal amount of 4.875% Notes, which will mature on November 15, 2031. The 4.875% Notes were issued at a price of 100% of the principal amount thereof. Sonic used the net proceeds from the issuance of the 4.875% Notes, along with the net proceeds of the 4.625% Notes, to fund the RFJ Acquisition and to repay existing debt.
The 4.875% Notes were issued under an Indenture, dated as of October 27, 2021 (the “2031 Indenture”), by and among the Company, the Guarantors and the trustee. The 4.875% Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis initially by all of the Company’s domestic operating subsidiaries. The parent company has no independent assets or operations. The non-domestic operating subsidiary that is not a guarantor is considered minor. Under certain circumstances set forth in the 2031 Indenture, the guarantees of the certain subsidiaries of the Company comprising the EchoPark Business (as defined in the 2031 Indenture) may be released. The 2031 Indenture also provides substantial flexibility for the Company to enter into fundamental transactions involving the EchoPark Business. The 2031 Indenture provides that interest on the 4.875% Notes will be payable semi-annually in arrears on May 15 and November 15 of each year beginning May 15, 2022. The 2031 Indenture also contains other restrictive covenants and default provisions common for an issue of senior notes of this nature.
The 4.875% Notes will be redeemable at the Company’s option, in whole or in part, at any time on or after November 15, 2026 at the redemption prices (expressed as percentages of the principal amount thereof) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, if redeemed during the 12-month period beginning on November 15 of the years set forth below:
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
| Year | Redemption Price | ||
|---|---|---|---|
| 2026 | 102.438 | % | |
| 2027 | 101.625 | % | |
| 2028 | 100.813 | % | |
| 2029 | 100.000 | % |
Before November 15, 2026, the Company may redeem all or a part of the 4.875% Notes, subject to payment of a make-whole premium. In addition, the Company may redeem on or before November 15, 2026 up to an aggregate of 35% of the aggregate principal of the 4.875% Notes at a price equal to 104.875% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, with the net cash proceeds from certain equity offerings.
2019 Mortgage Facility
On November 22, 2019, we entered into a delayed draw-term loan credit agreement, which was scheduled to mature on November 22, 2024 (the “2019 Mortgage Facility”). On October 11, 2021, we entered into an amendment to the 2019 Mortgage Facility to permit the consummation of the RFJ Acquisition and the issuance of the 4.625% Notes and the 4.875% Notes. On November 17, 2022, we entered into an amendment to the 2019 Mortgage Facility to, among other things, extend the scheduled maturity date to November 17, 2027.
On November 17, 2022, in connection with the closing of the amendment, the Company incurred a term loan under the 2019 Mortgage Facility with a principal amount of $320.0 million, with a portion of the proceeds used to repay the entire $77.6 million principal amount of the prior term loan. In addition, the lenders under the 2019 Mortgage Facility committed to providing, upon the terms set forth in the amendment and upon the pledging of sufficient collateral by the Company, delayed draw-term loans in an aggregate principal amount up to $85.0 million (the “Delayed Draw Credit Facility”), and revolving loans in an aggregate principal amount not to exceed $95.0 million outstanding. On November 18, 2022, the Company incurred a term loan under the Delayed Draw Credit Facility with a principal amount of $7.0 million. The aggregate commitments of the lenders under the 2019 Mortgage Facility equal a total of $500.0 million, upon satisfaction of the conditions set forth in the 2019 Mortgage Facility. The amendment also amended the 2019 Mortgage Facility to, among other things: (1) replace the 2019 Mortgage Facility’s LIBOR-based Eurodollar reference interest rate option with a reference interest rate option based upon one-month Term SOFR (as defined in the 2019 Mortgage Facility); and (2) make changes to the pricing grid for loans incurred under the 2019 Mortgage Facility, which price is based on an incremental interest margin calculated based on the Company’s Consolidated Total Lease Adjusted Leverage Ratio (as defined in the 2019 Mortgage Facility).
Under the 2019 Mortgage Facility, Sonic has a maximum borrowing limit of $500.0 million, which varies based on the appraised value of the collateral underlying the 2019 Mortgage Facility. Based on balances as of December 31, 2022, we had approximately $327.0 million of outstanding borrowings under the 2019 Mortgage Facility and additional lender commitments of $173.0 million subject to the appraisal and pledging of additional collateral.
Amounts outstanding under the 2019 Mortgage Facility bear interest at: (1) a specified rate above one-month Term SOFR (as defined in the 2019 Mortgage Facility), ranging from 1.25% to 2.25% per annum according to a performance-based pricing grid determined by the Company’s Consolidated Total Lease Adjusted Leverage Ratio as of the last day of the immediately preceding fiscal quarter (the “Performance Grid”); or (2) a specified rate above the Base Rate (as defined in the 2019 Mortgage Facility), ranging from 0.25% to 1.25% per annum according to the Performance Grid. Interest on the 2019 Mortgage Facility is paid monthly in arrears calculated using the Base Rate plus the Applicable Rate (as defined in the 2019 Mortgage Facility) according to the Performance Grid. Scheduled repayment of outstanding principal is paid quarterly commencing on March 31, 2023 through December 31, 2024 at a rate of 1.25% of the aggregate initial principal amount, and increases to 1.875% in March 2025 until the maturity date at November 17, 2027. A balloon payment of the remaining balance will be due at the November 17, 2027 maturity date. Prior to the November 17, 2027 maturity date, the Company reserves the right to prepay the principal amount outstanding at any time without premium or penalty provided the prepayment amount exceeds $0.5 million. Additional dividends are permitted subject to the limitations on restricted payments set forth in the 2021 Credit Facilities.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The 2019 Mortgage Facility contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants, including covenants which could restrict or prohibit indebtedness, liens, the payment of dividends and other restricted payments, capital expenditures and material dispositions and acquisitions of assets, as well as other customary covenants and default provisions. Specifically, the 2019 Mortgage Facility permits quarterly cash dividends on our Class A and Class B Common Stock up to $0.12 per share so long as no Event of Default (as defined in the 2019 Mortgage Facility) has occurred and is continuing and provided that we remain in compliance with all financial covenants under the 2019 Mortgage Facility.
Mortgage Notes to Finance Companies
As of December 31, 2022, the weighted-average interest rate of our other outstanding mortgage notes (excluding the 2019 Mortgage Facility) was 5.14% (an increase from 3.50% as of December 31, 2021) and the total outstanding mortgage principal balance of these notes (excluding the 2019 Mortgage Facility) was approximately $302.6 million. These mortgage notes require monthly payments of principal and interest through their respective maturities, are secured by the underlying properties and contain certain cross-default provisions. Maturity dates for these mortgage notes range from 2023 to 2033.
Floor Plan Facilities
We finance all of our new and certain of our used vehicle inventory through standardized floor plan facilities with: (1) certain manufacturer captive finance companies (classified as notes payable - floor plan - trade in the accompanying consolidated balance sheets) and (2) a syndicate of manufacturer-affiliated finance companies and commercial banks (classified as notes payable - floor plan - non-trade in the accompanying consolidated balance sheets). These floor plan facilities are due on demand and currently bear interest at variable rates based on either one-month Term SOFR or prime plus an additional spread, as applicable. The weighted-average interest rate for our new and used vehicle floor plan facilities was 1.99% and 1.06% for 2022 and 2021, respectively.
We receive floor plan assistance in the form of direct payments or credits from certain manufacturers. Floor plan assistance received is capitalized in inventory and recorded as a reduction of cost of sales when the associated inventory is sold. We received approximately $52.2 million and $43.5 million in manufacturer assistance in 2022 and 2021, respectively, and recognized in cost of sales approximately $51.5 million and $46.5 million in manufacturer assistance in 2022 and 2021, respectively. Interest payments under each of our floor plan facilities are due monthly and we are generally not required to make principal repayments prior to the sale of the associated vehicles. The total notes payable - floor plan balance of approximately $1.2 billion as of December 31, 2022 is classified as current liabilities in the accompanying consolidated balance sheet as of such date.
Covenants and Default Provisions
Non-compliance with covenants, including a failure to make any payment when due, under the 2021 Credit Facilities, the 2019 Mortgage Facility, our floor plan agreements with various manufacturer-affiliated finance companies, operating lease agreements, mortgage notes to finance companies and the 2029 Indenture and the 2031 Indenture (collectively, the “Significant Debt Agreements”) could result in a default and an acceleration of our repayment obligation under the 2021 Credit Facilities. A default under the 2021 Credit Facilities or the 2019 Mortgage Facility would constitute a default under the floor plan facilities we have in place with affiliates of Ford Motor Company (collectively, the “Ford Floor Plan Facilities”) and could entitle these lenders to accelerate our repayment obligations under one or more of the floor plan facilities. Certain defaults under the 2021 Credit Facilities, the 2019 Mortgage Facility and one or more of the Ford Floor Plan Facilities or certain other debt obligations would not result in a default under the 2029 Indenture or the 2031 Indenture, unless our repayment obligations under the 2021 Credit Facilities, the 2019 Mortgage Facility, one or more of the Ford Floor Plan Facilities or such other debt obligations were accelerated. An acceleration of our repayment obligation under any of the Significant Debt Agreements could result in an acceleration of our repayment obligations under our other Significant Debt Agreements. The failure to repay principal amounts of the Significant Debt Agreements when due would create cross-default situations related to other indebtedness. The 2021 Credit Facilities and the 2019 Mortgage Facility include the following financial covenants:
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
| Covenant | |||||||
|---|---|---|---|---|---|---|---|
| MinimumConsolidatedLiquidityRatio | MinimumConsolidatedFixed ChargeCoverageRatio | MaximumConsolidatedTotal LeaseAdjusted LeverageRatio | |||||
| Required ratio | 1.05 | 1.20 | 5.75 | ||||
| December 31, 2022 actual | 1.38 | 1.87 | 2.31 |
In addition, many of our facility leases are governed by a guarantee agreement between the landlord and us that contains financial and operating covenants. The financial covenants under the guarantee agreement are identical to those under the 2021 Credit Facilities and the 2019 Mortgage Facility with the exception of one additional financial covenant related to the ratio of EBTDAR to Rent (as defined in the guarantee agreement) with a required ratio of no less than 1.50 to 1.00. As of December 31, 2022, the ratio was 13.66 to 1.00.
We were in compliance with all of the restrictive and financial covenants in all of our floor plan agreements, long-term debt facilities and lease agreements as of December 31, 2022. After giving effect to the applicable restrictions on the payment of dividends and certain other transactions under our debt agreements, as of December 31, 2022, we had at least $331.0 million of net income and retained earnings free of such restrictions. See Note 6, “Long-Term Debt,” to the accompanying consolidated financial statements for further discussion of the 2021 Credit Facilities.
Acquisitions and Dispositions
During 2022, we acquired two businesses in our Franchised Dealerships Segment and two businesses (consisting of eight locations) in our Powersports Segment for approximately $102.3 million, including inventory acquired and subsequently funded by floor plan notes payable. We did not dispose of any businesses in 2022. See Note 2, “Business Acquisitions and Dispositions,” to the accompanying consolidated financial statements for further discussion.
Capital Expenditures
Our capital expenditures include the purchase of land and buildings, the construction of new franchised dealerships, EchoPark and powersports stores and collision repair centers, building improvements and equipment purchased for use in our franchised dealerships and EchoPark and powersports stores. We selectively construct or improve new franchised dealership facilities to maintain compliance with manufacturers’ image requirements. We typically finance these projects through cash flows from operations, new mortgages or our credit facilities.
Capital expenditures for 2022 were approximately $227.1 million, including approximately $130.3 million related to our Franchised Dealerships Segment, approximately $96.6 million related to our EchoPark Segment and approximately $0.2 million related to our Powersports Segment. Of the total capital expenditures, approximately $109.8 million was related to facility construction projects, approximately $72.9 million was related to acquisitions of real estate (land and buildings), and approximately $44.4 million was for other fixed assets utilized in our operations. All of the $227.1 million in gross capital expenditures in 2022 was funded through mortgage financing with borrowings under the 2019 Mortgage Facility. As of December 31, 2022, commitments for facility construction projects totaled approximately $28.8 million.
Share Repurchase Program
Our Board of Directors has authorized us to repurchase shares of our Class A Common Stock. Historically, we have used our share repurchase authorization to offset dilution caused by the exercise of stock options or the vesting of equity compensation awards and to maintain our desired capital structure. During 2022, we repurchased approximately 5.6 million shares of our Class A Common Stock for approximately $261.9 million in open-market transactions at prevailing market prices and in connection with tax withholding on the vesting of equity compensation awards. During 2022, our Board of Directors approved an additional $500.0 million of share repurchase authorization. As of December 31, 2022, our total remaining repurchase authorization was approximately $464.3 million. Subsequent to December 31, 2022, we repurchased an additional 194,294 shares of Class A Common Stock for approximately $9.6 million, resulting in current remaining availability of approximately $454.8 million. Under the 2021 Credit Facilities, share repurchases are permitted to the extent that no event of default exists and we do not exceed the restrictions set forth in our debt agreements. After giving effect to the applicable restrictions on share repurchases and certain other transactions under our debt agreements, as of December 31, 2022, we had at least $331.0 million of net income and retained earnings free of such restrictions.
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SONIC AUTOMOTIVE, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our share repurchase activity is subject to the business judgment of our Board of Directors and management, taking into consideration our historical and projected results of operations, financial condition, cash flows, capital requirements, covenant compliance, the current economic environment and other factors considered relevant. These factors are considered each quarter and will be scrutinized as our Board of Directors and management determine our share repurchase policy in the future.
Dividends
Our Board of Directors approved four quarterly cash dividends on all outstanding shares of Class A and Class B Common Stock totaling $1.03 per share during 2022. Subsequent to December 31, 2022, our Board of Directors approved a cash dividend on all outstanding shares of Class A and Class B Common Stock of $0.28 per share for stockholders of record on March 15, 2023 to be paid on April 14, 2023. The 2021 Credit Facilities permit quarterly cash dividends on our Class A and Class B Common Stock up to $0.12 per share so long as no Event of Default (as defined in the 2021 Credit Facilities) has occurred and is continuing and provided that we remain in compliance with all financial covenants under the 2021 Credit Facilities. Additional dividends are permitted subject to the limitations on restricted payments set forth in the 2021 Credit Facilities. The 2029 Indenture and the 2031 Indenture also contain restrictions on our ability to pay dividends. After giving effect to the applicable restrictions on share repurchases and certain other transactions under our debt agreements, as of December 31, 2022, we had at least $331.0 million of net income and retained earnings free of such restrictions. The declaration and payment of any future dividend is subject to the business judgment of our Board of Directors, taking into consideration our historical and projected results of operations, financial condition, cash flows, capital requirements, covenant compliance, share repurchases, the current economic environment and other factors considered by our Board of Directors to be relevant. These factors are considered each quarter and will be scrutinized as our Board of Directors determines our future dividend policy. There is no guarantee that additional dividends will be declared and paid at any time in the future. See Note 6, “Long-Term Debt,” to the accompanying consolidated financial statements for a description of restrictions on the payment of dividends.
Cash Flows
Cash Flows from Operating Activities - Net cash provided by operating activities was approximately $406.1 million and $306.3 million for 2022 and 2021, respectively. The cash provided by operations for 2022 consisted primarily of net income (less non-cash items), a decrease in inventories, and an increase in notes payable - floor plan - trade, offset partially by an increase in receivables and an increase in the floor plan deposit balance. The cash provided by operations for 2021 consisted primarily of net income (less non-cash items) and a decrease in inventories, offset partially by a decrease in notes payable - floor plan - trade (as a result of the amendment to the 2021 Credit Facilities, which reclassified certain notes payable - floor plan balances from trade to non-trade).
We arrange our inventory floor plan financing through both manufacturer captive finance companies and a syndicate of manufacturer-affiliated finance companies and commercial banks. Our floor plan financed with manufacturer captives is recorded in the consolidated balance sheets as notes payable - floor plan - trade (with the change in balance being reflected in operating cash flows). Our dealerships that obtain floor plan financing from a syndicate of manufacturer-affiliated finance companies and commercial banks record their obligation in the consolidated balance sheets as notes payable - floor plan - non-trade (with the change in balance being reflected in financing cash flows).
Due to the presentation differences for changes in trade floor plan financing and non-trade floor plan financing in the consolidated statements of cash flows, decisions made by us to move dealership floor plan financing arrangements from one finance source to another may cause significant variations in operating and financing cash flows without affecting our overall liquidity, working capital or cash flows. Upon entering into the 2021 Floor Plan Facilities in April 2021, the majority of our outstanding floor plan liabilities were reclassified from trade floor plan liabilities to non-trade floor plan liabilities, resulting in a significant reclassification of related floor plan liability cash flows from operating activities to financing activities.
Net cash used in combined trade and non-trade floor plan financing was approximately $40.8 million and $55.8 million for 2022 and 2021, respectively. Accordingly, if all changes in floor plan notes payable were classified as an operating activity (to align changes in floor plan liability balances with the associated changes in inventory balances for cash flow classification), the result would have been net cash provided by operating activities of approximately $340.2 million and $745.9 million for 2022 and 2021, respectively.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cash Flows from Investing Activities - Net cash used in investing activities was approximately $299.7 million and $1.3 billion for 2022 and 2021, respectively. The use of cash during 2022 was comprised primarily of purchases of businesses, net of cash acquired, and purchases of land, property and equipment, offset partially by proceeds from the sale of property and equipment. The use of cash during 2021 was comprised primarily of purchases of businesses, net of cash acquired, and purchases of land, property and equipment, offset partially by proceeds from the sale of property and equipment and proceeds from the sale of franchised dealerships. See Note 2, “Business Acquisitions and Dispositions,” to the accompanying consolidated financial statements for additional discussion.
The significant components of capital expenditures relate primarily to dealership renovations, the purchase of certain existing dealership facilities which had previously been financed under long-term operating leases, and the purchase and development of new real estate parcels for the relocation of existing dealerships and the construction of EchoPark stores. During 2022 and 2021, we generated net proceeds from mortgage financing (excluding the effects of any refinancing with zero net proceeds) in the amount of approximately $327.0 million and $16.5 million, respectively, to purchase certain existing dealership facilities and to fund certain capital expenditures.
Cash Flows from Financing Activities - Net cash used in financing activities was approximately $176.6 million for 2022. Net cash provided by financing activities was approximately $1.1 billion for 2021. For 2022, cash used in financing activities was comprised primarily of the repurchases of treasury stock, scheduled principal payments and repayments of long-term debt, the reduction of finance lease liabilities and net repayments on notes payable - floor plan - non-trade, offset partially by proceeds from the issuance of long-term debt. For 2021, cash provided by financing activities was comprised primarily of proceeds from the issuance of the 4.625% Notes and the 4.875% Notes, net borrowings on notes payable - floor plan - non-trade (as a result of the reclassification of certain floor plan liabilities from trade to non-trade) and proceeds from mortgage notes, offset partially by the extinguishment of the 6.125% Senior Subordinated Notes due 2027, repurchases of treasury stock and scheduled principal payments of long-term debt.
One metric that management uses to measure operating performance is Adjusted EBITDA (a non-GAAP financial measure) for each of our reportable segments and on a consolidated basis. This non-GAAP financial measure is reconciled to net income (loss) (the nearest comparable GAAP financial measure) in the table below:
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Franchised Dealerships Segment | EchoPark Segment | Powersports Segment | Total | Franchised Dealerships Segment | EchoPark Segment | Powersports Segment | Total | |||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Net income (loss) | $ | 88.5 | $ | 348.9 | ||||||||||||||||||||||
| Income tax (benefit) expense | 101.5 | 109.3 | ||||||||||||||||||||||||
| Income (loss) before taxes | $ | 526.1 | $ | (338.8) | $ | 2.7 | $ | 190.0 | $ | 530.3 | $ | (72.1) | $ | — | $ | 458.2 | ||||||||||
| Non-floor plan interest (1) | 80.0 | 3.7 | 1.0 | 84.7 | 43.0 | 1.7 | — | 44.7 | ||||||||||||||||||
| Depreciation & amortization (2) | 107.0 | 24.8 | 0.9 | 132.7 | 87.9 | 16.4 | — | 104.3 | ||||||||||||||||||
| Stock-based compensation expense | 16.0 | — | — | 16.0 | 15.0 | — | — | 15.0 | ||||||||||||||||||
| Impairment charges | 115.5 | 204.9 | — | 320.4 | — | 0.1 | — | 0.1 | ||||||||||||||||||
| Loss on debt extinguishment | — | — | — | — | 15.6 | — | — | 15.6 | ||||||||||||||||||
| Long-term compensation charges | 4.4 | — | — | 4.4 | — | 8.0 | — | 8.0 | ||||||||||||||||||
| Acquisition and disposition-related (gain) loss | (9.7) | — | — | (9.7) | — | (0.4) | — | (0.4) | ||||||||||||||||||
| Adjusted EBITDA (3) | $ | 839.3 | $ | (105.4) | $ | 4.6 | $ | 738.5 | $ | 691.8 | $ | (46.3) | $ | — | $ | 645.5 |
(1)Includes interest expense, other, net in the accompanying consolidated statements of operations, net of any amortization of debt issuance costs or net debt discount/premium included in (2) below.
(2)Includes the following line items from the accompanying consolidated statements of cash flows: depreciation and amortization of property and equipment; debt issuance cost amortization; and debt discount amortization, net of premium amortization.
(3)Adjusted EBITDA is a non-GAAP financial measure.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Future Liquidity Outlook
Our future contractual obligations are as follows, based on the earlier of stated contractual obligation or possible expected payment date:
| 2023 | Thereafter | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | ||||||||||||||
| Notes payable - floor plan | $ | 1,227.6 | $ | — | ||||||||||
| Long-term debt (1) | 79.5 | 1,700.1 | ||||||||||||
| Letters of credit | 12.5 | — | ||||||||||||
| Estimated interest payments on floor plan facilities (2) | 6.7 | — | ||||||||||||
| Estimated interest payments on long-term debt | 30.4 | 83.1 | ||||||||||||
| Operating leases (net of sublease proceeds) | 57.2 | 316.5 | ||||||||||||
| Construction contracts | 28.8 | — | ||||||||||||
| Other purchase obligations (3) | 2.2 | 2.0 | ||||||||||||
| Liability for uncertain tax positions (4) | 0.5 | 5.1 | ||||||||||||
| Total | $ | 1,445.4 | $ | 2,106.8 |
(1)Long-term debt amounts consist only of principal obligations, excluding debt issuance costs.
(2)Floor plan facility balances are correlated with the amount of vehicle inventory and are generally due at the time that a vehicle is sold. Estimated interest payments were calculated using the December 31, 2022 floor plan facility balance, the weighted-average interest rate for the three months ended December 31, 2022 of 1.09% and the assumption that floor plan balances at December 31, 2022 would be relieved within 60 days in connection with the sale of the associated vehicle inventory.
(3)Other purchase obligations include contracts for real estate purchases, office supplies, utilities, acquisition-related obligations and various other items or other services.
(4)Amount represents recorded liability, including interest and penalties, related to “Accounting for Uncertain Income Tax Positions” in the ASC. See Note 1, “Description of Business and Summary of Significant Accounting Policies,” and Note 7, “Income Taxes,” to the accompanying consolidated financial statements.
We believe our best sources of liquidity for operations and debt service remain cash flows generated from operations combined with the availability of borrowings under our floor plan facilities (or any replacements thereof), the 2021 Credit Facilities (or any replacements thereof), the 2019 Mortgage Facility (or any replacements thereof) and real estate mortgage financing, selected dealership and other asset sales and our ability to raise funds in the capital markets through offerings of debt or equity securities. Because the majority of our consolidated assets are held by our dealership subsidiaries, the majority of our cash flows from operations are generated by these subsidiaries. As a result, our cash flows and our ability to service our obligations depend to a substantial degree on the results of operations of these subsidiaries, their contractual obligations and capital requirements, and their ability to provide us with cash.
Seasonality
Our operations are subject to seasonal variations. Due in part to our franchised dealerships brand mix, the first quarter historically has contributed less operating profit than the second and third quarters, while the fourth quarter historically has contributed the highest operating profit of any quarter. Due to the abnormal effects of the COVID-19 pandemic on the automotive supply chain and inventory levels, in addition to the effects of a potential economic recession, this historical seasonality did not play out in 2022 and may not hold true in 2023. Weather conditions and the timing of manufacturer incentive programs and model changeovers cause seasonality and may adversely affect vehicle demand and, consequently, our profitability. Comparatively, parts and service demand has historically remained stable throughout the year.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Guarantees and Indemnification Obligations
In connection with the operation and disposition of our dealerships, we have entered into various guarantees and indemnification obligations. When we sell dealerships, we attempt to assign any related lease to the buyer of the dealership to eliminate any future liability. However, if we are unable to assign the related leases to the buyer, we will attempt to sublease the leased properties to the buyer at a rate equal to the terms of the original leases. In the event we are unable to sublease the properties to the buyer with terms at least equal to our leases, we may be required to record lease exit accruals. As of December 31, 2022, our future gross minimum lease payments related to properties subleased to buyers of sold dealerships totaled approximately $10.4 million. Future sublease payments expected to be received related to these lease payments were approximately $10.3 million at December 31, 2022.
In accordance with the terms of agreements entered into for the sale of our dealerships, we generally agree to indemnify the buyer from certain liabilities and costs arising subsequent to the date of sale, including environmental exposure and exposure resulting from the breach of representations or warranties made in accordance with the agreements. These indemnifications typically expire within a period of one to three years following the date of sale. While our exposure with respect to environmental remediation and repairs is difficult to quantify, we did not have any remaining exposure as of December 31, 2022 and had exposure of $4.0 million as of December 31, 2021.
We also guarantee the floor plan commitments of our 50%-owned joint venture, and the amount of such guarantee was approximately $4.3 million at December 31, 2022. We expect the aggregate amount of the obligations we guarantee to fluctuate based on dealership disposition activity. Although we seek to mitigate our exposure in connection with these matters, these guarantees and indemnification obligations, including environmental exposures and the financial performance of lease assignees and sublessees, cannot be predicted with certainty. An unfavorable resolution of one or more of these matters could have a material adverse effect on our liquidity and capital resources. See Note 12, “Commitments and Contingencies,” to the accompanying consolidated financial statements for further discussion regarding these guarantees and indemnification obligations.
Legal Proceedings
We are involved, and expect to continue to be involved, in various legal and administrative proceedings arising out of the conduct of our 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 we vigorously defend ourselves in all legal and administrative proceedings, the outcomes of pending and future proceedings arising out of the conduct of our 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 our business, financial condition, results of operations, cash flows or prospects.
Included in other accrued liabilities and other long-term liabilities in the accompanying consolidated balance sheet as of December 31, 2022 were approximately $0.4 million and $0.3 million, respectively, in reserves that we were holding for pending proceedings. Included in other accrued liabilities and other long-term liabilities in the accompanying consolidated balance sheet as of December 31, 2021 were approximately $1.5 million and $0.3 million, respectively, for such reserves. Except as reflected in such reserves, we are 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. See Note 12, “Commitments and Contingencies,” to the accompanying consolidated financial statements for further discussion regarding these legal matters.
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