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SONIC AUTOMOTIVE INC (SAH) FY 2024 MD&A

Verbatim Item 7 Management's Discussion and Analysis from SONIC AUTOMOTIVE INC's 10-K for fiscal year 2024. Filing date: 2025-02-19. Report date: 2024-12-31. Accession: 0001043509-25-000003.

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.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high.

Company profile: SAH · All MD&A years: index · Previous year: FY 2023 · Next year: FY 2025

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. For comparison and discussion of our results of operations for the year ended December 31, 2023 (“2023”) to our results of operations for the year ended December 31, 2022 (“2022”), 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 2023.

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, 2024 (“2024”) compared to 2023. 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. The following discussion of EchoPark Segment used vehicles, wholesale vehicles, and finance, insurance and other, net is on a reported basis, except where otherwise noted. 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 or acquisition. 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 same store basis, except where otherwise noted. All currently operating stores in the Powersports Segment are included within the same store group as of the first full month following the first anniversary of the store’s opening or acquisition.

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, 2024: (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, 2024, we operated 108 stores in the Franchised Dealerships Segment, 18 stores in the EchoPark Segment, and 15 stores in the Powersports Segment. The Franchised Dealerships Segment consists of 133 new vehicle franchises (representing 25 different brands of cars and light trucks) and 16 collision repair centers in 18 states. The EchoPark Segment consists of 18 stores operating in 10 states. The Powersports Segment consists of 11 franchises and four authorized retail outlets in three states.

The Franchised Dealerships Segment provides comprehensive sales and services, including: (1) sales of both new and used cars and light trucks; (2) sales of replacement parts and performance of vehicle maintenance, manufacturer warranty repairs, and paint and collision repair services (collectively, “Fixed Operations”); and (3) arrangement of third-party financing, extended warranties, service contracts, insurance and other aftermarket products (collectively, “F&I”) for our guests. The EchoPark Segment sells used cars and light trucks and arranges third-party F&I product sales for our guests in pre-owned vehicle specialty retail locations and does not offer customer-facing Fixed Operations services. The Powersports Segment offers guests: (1) sales of both new and used powersports vehicles (such as motorcycles, personal watercraft and all-terrain vehicles); (2) Fixed Operations activities; and (3) F&I services. All three segments generally operate independently of one another with the exception of certain shared back-office functions and corporate overhead costs.

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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 16.1 million vehicles in 2024, an increase of 4%, compared to approximately 15.5 million vehicles in 2023, according to the Power Information Network (“PIN”) from J.D. Power. We currently estimate the 2025 new vehicle industry volume will be between 16.1 million vehicles (flat compared to 2024) and 16.5 million vehicles (an increase of 2% compared to 2024). The effects of 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 economic conditions, natural disasters or other unforeseen circumstances could cause the actual 2025 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 industry retail new vehicle seasonally adjusted annual rate of unit sales volume (the “retail new vehicle SAAR”) (which excludes fleet new vehicle sales). According to PIN from J.D. Power, the retail new vehicle SAAR increased 3%, to approximately 13.1 million vehicles, in 2024, from approximately 12.7 million vehicles in 2023.

CDK Outage

On June 19, 2024, CDK Global (“CDK”), a third-party provider of certain information systems, notified us that CDK had suspended certain systems used by us in response to a cybersecurity incident impacting CDK (the “CDK outage”). As a result, we experienced disruptions to our dealer management system (the “DMS”), our customer relationship management system (the “CRM”) and other systems that support sales, inventory and accounting functions (collectively with the DMS and CRM the “Affected Systems”). On June 26, 2024, CDK began restoring access to certain of the Affected Systems. We performed internal risk assessments and data validation procedures on the Affected Systems, and beginning June 30, 2024, we resumed processing transactions in the DMS. As of July 31, 2024, we regained access to all of the Affected Systems, including the CRM and inventory management applications.

During the CDK outage, all of our dealerships remained open and operating, utilizing workaround solutions to minimize the disruption caused by the CDK outage. However, the lack of access to the Affected Systems disrupted the efficient execution of our dealership operations and affected our ability to manage inventory, track customer leads, deliver vehicles and complete transactions with customers in a typical transaction timeframe. Despite the workarounds employed by the Company, the CDK outage significantly impaired our ability to sell both new and used vehicles within both our Franchised Dealership and EchoPark Segments in the second and third fiscal quarters of 2024. The lower volume of vehicles sold as a result of the CDK outage also negatively impacted F&I revenue within both segments during these periods. Additionally, our Fixed Operations revenue within the Franchised Dealerships Segment was negatively impacted by the lack of access to certain systems used to process services during these periods. We estimate the disruption from the CDK outage negatively impacted reported income before taxes by approximately $47.2 million during 2024 which includes approximately $13.4 million in additional compensation expenses incurred as a result of the incident.

Impairment Charges

Impairment charges were approximately $3.9 million and $79.3 million in 2024 and 2023, respectively. Impairment charges for 2024 included approximately $2.7 million in the EchoPark Segment related to fixed assets, lease right-of-use assets, and other contractual obligations related to abandoned property as a result of our decisions to indefinitely suspend operations at certain EchoPark locations, and approximately $1.2 million of property and equipment impairment charges related to the Franchised Dealerships Segment. Impairment charges for 2023 included approximately $78.3 million in the EchoPark Segment related to fixed assets, lease right-of-use assets, and other contractual obligations related to abandoned property as a result of our decisions to indefinitely suspend operations at certain EchoPark locations, and approximately $1.0 million of property and equipment impairment charges related to the Franchised Dealerships Segment.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Franchised Dealerships Segment

As a result of the acquisition, disposition, termination or closure of several franchised dealership stores in 2023 and 2024, 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 2024 compared to 2023. 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.

Same store retail new vehicle revenue increased 4% in 2024, primarily driven by a 5% increase in retail new vehicle unit sales volume, offset partially by a 1% decrease in retail new vehicle average selling price. Retail new vehicle gross profit decreased 27% in 2024, due primarily to increased price competition resulting from higher levels of available inventory and higher cost of goods sold per unit, which combined to drive lower retail new vehicle gross profit per unit. Retail new vehicle gross profit per unit decreased $1,468 per unit, or 30%, to $3,387 per unit. On a trailing quarter cost of sales basis, our reported Franchised Dealerships Segment new vehicle inventory days’ supply was approximately 46 days as of December 31, 2024, compared to 37 days as of December 31, 2023, as a result of increased manufacturer production levels and lower consumer demand resulting from affordability challenges.

Same store retail used vehicle revenue decreased 4% in 2024, driven by a 6% decrease in retail used vehicle average selling price, offset partially by a 2% increase in retail used vehicle unit sales volume. Retail used vehicle gross profit decreased 7% in 2024, primarily due to lower retail used vehicle gross profit per unit. Retail used vehicle gross profit per unit decreased $154 per unit, or 9%, to $1,477 per unit in 2024, due primarily to higher inventory acquisition costs and lower selling prices due to increased price competition as a result of ongoing consumer affordability challenges, including the effect of higher interest rates. Same store wholesale vehicle gross profit (loss) worsened by approximately $2.0 million, to a gross loss of $4.3 million during 2024, due primarily to a $95 per unit, or 81%, increase in wholesale vehicle gross loss 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 31 days as of December 31, 2024, compared to 29 days as of December 31, 2023.

Same store Fixed Operations revenue increased 6%, driven primarily by increased capacity as a result of additional technicians and higher parts and labor costs that were passed along to consumers, despite being negatively affected by the CDK outage. Fixed Operations gross profit increased 7% in 2024, driven primarily by higher warranty revenue contribution and higher warranty gross margin. Fixed Operations gross margin increased 70 basis points, to 50.4%, in 2024, driven primarily by an increase in warranty revenue contribution and higher warranty gross margin.

Same store F&I revenue increased 2% in 2024, driven by a 4% increase in combined new and used retail unit sales volume, offset partially by a decrease in F&I gross profit per unit. F&I gross profit per retail unit decreased $36 per unit, or 1%, to $2,377 per unit, in 2024, driven by changes in the mix of F&I products sold.

EchoPark Segment

Unless otherwise noted, all discussion of increases or decreases are for 2024 compared to 2023. 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 or acquisition.

Reported total revenues decreased 13% in 2024, driven primarily by a 9% decrease in average retail used vehicle selling price and a 6% decrease in total vehicle unit sales volume (retail used vehicles and wholesale vehicles combined). Reported total gross profit increased 28% in 2024, primarily due to an $452 increase in retail used vehicle gross profit (loss) per unit and a $395 increase in F&I gross profit per unit, partially offset by the decrease in retail used vehicle unit sales volume.

Same market total revenues increased 4% in 2024, driven primarily by a 10% increase in retail used vehicle unit sales volume, offset partially by a 7% decrease in average selling price per used retail unit. Same market total gross profit increased 48% in 2024, driven primarily by a 271% increase in retail used vehicle gross profit per unit.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Reported retail used vehicle revenue decreased 14%, due to a 9% decrease in average retail used vehicle unit selling prices and a 6% decrease in retail used vehicle unit sales volume. F&I revenue increased 9% in 2024, driven primarily by a 16% increase in F&I gross profit per retail unit. Reported combined retail used vehicle and F&I gross profit per unit increased $846 per unit, or 39%, to $3,029 per unit in 2024, primarily due to increases in F&I revenue.

Reported wholesale vehicle gross profit decreased approximately $2.2 million in 2024, primarily due to a 257% decrease in wholesale vehicle gross profit per unit. 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 38 days as of December 31, 2024, as compared to 36 days as of December 31, 2023

Powersports Segment

Same store retail new vehicle revenue decreased 9% in 2024, primarily driven by a 14% decrease in retail new vehicle unit sales volume, offset partially by a 5% increase in retail new vehicle average selling price. Retail new vehicle gross profit decreased 33% in 2024, as a result of lower retail new vehicle unit sales volume and lower retail new vehicle gross profit per unit. Retail new vehicle gross profit per unit decreased $743 per unit, 22%, to $2,687 per unit, due primarily to higher inventory invoice costs. On a trailing quarter cost of sales basis, our reported Powersports Segment new vehicle inventory days’ supply was approximately 178 days as of December 31, 2024, compared to 183 days as of December 31, 2023. We believe that the level of new vehicle inventory days’ supply in our Powersports Segment should be in the 90- to 120-day range, depending on seasonality (typically the second and third quarters have more demand and lower days’ supply compared to the first and fourth quarters).

Reported retail new vehicle revenue decreased 7% in 2024, primarily driven by a 12% decrease in retail new vehicle unit sales volume, offset partially by a 6% increase in retail new vehicle average selling price. Retail new vehicle gross profit decreased 31% in 2024, as a result of lower retail new vehicle unit sales volume and lower retail new vehicle gross profit per unit. Retail new vehicle gross profit per unit decreased $722 per unit, or 21%, to $2,713 per unit, due primarily to higher inventory invoice costs.

Same store used vehicle revenue increased 12% in 2024, primarily driven by a 17% increase in retail used vehicle average selling price. Retail used vehicle gross profit decreased 4% in 2024, as a result of lower retail used vehicle unit sales volume. Retail used vehicle gross profit per unit increased $34 per unit, or 1%, to $2,420 per unit. On a trailing quarter cost of sales basis, our reported Powersports Segment used vehicle inventory days’ supply was approximately 115 days as of December 31, 2024, compared to 118 days as of December 31, 2023. 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 (typically the second and third quarter has more demand and lower days’ supply compared to the first and fourth quarters).

Reported retail used vehicle revenue increased 14% in 2024, primarily driven by a 16% increase in retail used vehicle average selling price. Retail used vehicle gross profit decreased 2% in 2024, as a result of lower retail used vehicle unit sales volume. Retail used vehicle gross profit per unit increased $3 per unit, or flat, to $2,397 per unit.

Same store Fixed Operations revenue decreased 6% and Fixed Operations gross profit decreased 8% in 2024, driven primarily by lower repair order volume. Fixed Operations gross margin decreased 100 basis points to 46.0% in 2024, driven primarily by a decrease in customer pay revenue contribution and lower customer pay gross margin.

Reported Fixed Operations revenue decreased 4% and Fixed Operations gross profit decreased 6% in 2024, driven primarily by lower repair order volume. Fixed Operations gross margin decreased 100 basis points to 46.0% in 2024, driven primarily by a decrease in customer pay revenue contribution and lower customer pay gross margin.

Same store F&I revenue decreased 3% in 2024, driven primarily by an 11% decrease in combined retail new and used vehicle unit sales volume, offset partially by a 9% increase in F&I gross profit per retail unit. F&I gross profit per retail unit increased $89 per unit, or 9%, to $1,106 per unit in 2024.

Reported F&I revenue decreased 1% in 2024, driven primarily by a 9% decrease in combined retail new and used vehicle unit sales volume, offset partially by a 7% increase in F&I gross profit per retail unit. F&I gross profit per retail unit increased $75 per unit, or 7%, to $1,092 per unit in 2024.

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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,
202420232022
Revenues:
New vehicles46.4%44.5%40.9%
Used vehicles33.6%36.3%39.4%
Wholesale vehicles2.0%2.2%3.5%
Parts, service and collision repair13.0%12.2%11.4%
Finance, insurance and other, net5.0%4.8%4.8%
Total revenues100.0%100.0%100.0%
Cost of sales84.6%84.4%83.5%
Gross profit15.4%15.6%16.5%
Selling, general and administrative expenses11.1%11.1%11.1%
Impairment charges%0.6%2.3%
Depreciation and amortization1.1%1.0%0.9%
Operating income3.2%2.9%2.2%
Interest expense, floor plan0.6%0.5%0.2%
Interest expense, other, net0.8%0.8%0.6%
Income (loss) before taxes1.8%1.7%1.4%
Provision for income taxes - benefit (expense)0.3%0.4%0.7%
Net income (loss)1.5%1.2%0.6%

Results of Operations - Consolidated

As a result of the acquisition, disposition, termination or closure of several franchised dealership stores in 2023 and 2024, 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 automobiles to luxury automobiles 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.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

U.S. retail new vehicle industry volume, fleet new vehicle industry volume, and total new vehicle industry volume were as follows:

Year Ended December 31,Better / (Worse)
20242023% Change
(In millions of vehicles)
U.S. industry volume - Retail new vehicle (1)13.112.73%
U.S. industry volume - Fleet new vehicle3.02.87%
U.S. industry volume - Total new vehicle (1)16.115.54%

(1) Source: PIN from J.D. Power

We currently estimate the 2025 new vehicle industry volume will be between 16.1 million vehicles (flat compared to 2024) and 16.5 million vehicles (an increase of 2% compared to 2024). The effects of 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 economic conditions, natural disasters or other unforeseen circumstances could cause the actual 2025 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)
20242023Change% Change
(In millions, except unit and per unit data)
Reported new vehicle:
Retail new vehicle revenue$6,507.5$6,304.6$202.93%
Fleet new vehicle revenue95.392.23.13%
Total new vehicle revenue$6,602.8$6,396.8$206.03%
Retail new vehicle gross profit$388.4$535.4$(147.0)(27)%
Fleet new vehicle gross profit3.04.0(1.0)(25)%
Total new vehicle gross profit$391.4$539.4$(148.0)(27)%
Retail new vehicle unit sales115,694112,1103,5843%
Fleet new vehicle unit sales1,8052,000(195)(10)%
Total new vehicle unit sales117,499114,1103,3893%
Revenue per new retail unit$56,247$56,236$11%
Revenue per new fleet unit$52,786$46,094$6,69215%
Total revenue per new unit$56,194$56,058$136%
Gross profit per new retail unit$3,358$4,776$(1,418)(30)%
Gross profit per new fleet unit$1,636$1,989$(353)(18)%
Total gross profit per new unit$3,331$4,727$(1,396)(30)%
Retail gross profit as a % of revenue6.0%8.5%(250)bps
Fleet gross profit as a % of revenue3.1%4.3%(120)bps
Total new vehicle gross profit as a % of revenue5.9%8.4%(250)bps

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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. Depending on the mix of inventory sourcing (trade-ins or purchases from customers 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 recent trends in the used vehicle environment.

Our consolidated reported retail used vehicle results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Reported retail used vehicle:
Revenue$4,780.1$5,213.6$(433.5)(8)%
Gross profit$170.7$151.2$19.513%
Unit sales173,257176,147(2,890)(2)%
Revenue per unit$27,590$29,598$(2,008)(7)%
Gross profit per unit$985$859$12615%
Gross profit as a % of revenue3.6%2.9%70bps

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. In recent years, 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) will continue to return toward long-term normalized levels in the long run, but may continue to experience volatility into 2025 or beyond. 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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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)
20242023Change% Change
(In millions, except unit and per unit data)
Reported wholesale vehicle:
Revenue$287.1$318.8$(31.7)(10)%
Gross profit (loss)$(6.0)$(2.6)$(3.4)(131)%
Unit sales32,22332,330(107)%
Revenue per unit$8,910$9,860$(950)(10)%
Gross profit (loss) per unit$(186)$(80)$(106)(133)%
Gross profit (loss) as a % of revenue(2.1)%(0.8)%(130)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. 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. 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.

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 battery electric vehicles) 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 certified pre-owned 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.

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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)
20242023Change% Change
(In millions)
Reported Fixed Operations:
Revenue
Customer pay$846.8$822.8$24.03%
Warranty290.1240.150.021%
Wholesale parts194.0208.6(14.6)(7)%
Internal, sublet and other515.6488.027.66%
Total revenue$1,846.5$1,759.5$87.05%
Gross profit
Customer pay$472.8$459.9$12.93%
Warranty178.0141.436.626%
Wholesale parts34.537.2(2.7)(7)%
Internal, sublet and other243.6235.58.13%
Total gross profit$928.9$874.0$54.96%
Gross profit as a % of revenue
Customer pay55.8%55.9%(10)bps
Warranty61.4%58.9%250bps
Wholesale parts17.8%17.8%bps
Internal, sublet and other47.2%48.3%(105)bps
Total gross profit as a % of revenue50.3%49.7%60bps

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. We do not have direct credit risk for the vehicle financing, extended warranties and service contracts that we sell. 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;

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•guests with substandard credit frequently do not have direct access to potential sources of sub-prime financing; and

•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)
20242023Change% Change
(In millions, except unit and per unit data)
Reported F&I:
Revenue$707.8$683.7$24.14%
Total combined retail new and used vehicle unit sales288,951288,257694%
Gross profit per retail unit (excludes fleet)$2,450$2,372$783%

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 2023 and 2024, 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. Please refer to the tables and discussion on the following pages for a comparison and discussion of financial results on a comparable store basis.

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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)
20242023Change% Change
(In millions, except unit data)
Retail new vehicle revenue:
Same store$6,409.0$6,163.8$245.24%
Acquisitions, open points, dispositions and holding company16.551.2(34.7)NM
Total as reported$6,425.5$6,215.0$210.53%
Fleet new vehicle revenue:
Same store$95.3$91.3$4.04%
Acquisitions, open points, dispositions and holding company0.9(0.9)NM
Total as reported$95.3$92.2$3.13%
Total new vehicle revenue:
Same store$6,504.3$6,255.1$249.24%
Acquisitions, open points, dispositions and holding company16.552.1(35.6)NM
Total as reported$6,520.8$6,307.2$213.63%
Retail new vehicle gross profit:
Same store$376.4$514.9$(138.5)(27)%
Acquisitions, open points, dispositions and holding company0.53.8(3.3)NM
Total as reported$376.9$518.7$(141.8)(27)%
Fleet new vehicle gross profit:
Same store$3.0$4.0$(1.0)(25)%
Acquisitions, open points, dispositions and holding companyNM
Total as reported$3.0$4.0$(1.0)(25)%
Total new vehicle gross profit:
Same store$379.3$518.9$(139.6)(27)%
Acquisitions, open points, dispositions and holding company0.63.8(3.2)NM
Total as reported$379.9$522.7$(142.8)(27)%
Retail new vehicle unit sales:
Same store111,138106,0475,0915%
Acquisitions, open points, dispositions and holding company3121,210(898)NM
Total as reported111,450107,2574,1934%
Fleet new vehicle unit sales:
Same store1,8051,971(166)(8)%
Acquisitions, open points, dispositions and holding company29(29)NM
Total as reported1,8052,000(195)(10)%
Total new vehicle unit sales:
Same store112,943108,0184,9255%
Acquisitions, open points, dispositions and holding company3121,239(927)NM
Total as reported113,255109,2573,9984%

NM = Not Meaningful

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Our Franchised Dealerships Segment reported new vehicle results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Reported new vehicle:
Retail new vehicle revenue$6,425.5$6,215.0$210.53%
Fleet new vehicle revenue95.392.23.13%
Total new vehicle revenue$6,520.8$6,307.2$213.63%
Retail new vehicle gross profit$376.9$518.7$(141.8)(27)%
Fleet new vehicle gross profit3.04.0(1.0)(25)%
Total new vehicle gross profit$379.9$522.7$(142.8)(27)%
Retail new vehicle unit sales111,450107,2574,1934%
Fleet new vehicle unit sales1,8052,000(195)(10)%
Total new vehicle unit sales113,255109,2573,9984%
Revenue per new retail unit$57,654$57,945$(291)(1)%
Revenue per new fleet unit$52,786$46,094$6,69215%
Total revenue per new unit$57,576$57,728$(152)%
Gross profit per new retail unit$3,382$4,836$(1,454)(30)%
Gross profit per new fleet unit$1,636$1,989$(353)(18)%
Total gross profit per new unit$3,354$4,784$(1,430)(30)%
Retail gross profit as a % of revenue5.9%8.3%(240)bps
Fleet gross profit as a % of revenue3.1%4.3%(120)bps
Total new vehicle gross profit as a % of revenue5.8%8.3%(250)bps

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Our Franchised Dealerships Segment same store new vehicle results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Same store new vehicle:
Retail new vehicle revenue$6,409.0$6,163.8$245.24%
Fleet new vehicle revenue95.391.34.04%
Total new vehicle revenue$6,504.3$6,255.1$249.24%
Retail new vehicle gross profit$376.4$514.9$(138.5)(27)%
Fleet new vehicle gross profit3.04.0(1.0)(25)%
Total new vehicle gross profit$379.3$518.9$(139.6)(27)%
Retail new vehicle unit sales111,138106,0475,0915%
Fleet new vehicle unit sales1,8051,971(166)(8)%
Total new vehicle unit sales112,943108,0184,9255%
Revenue per new retail unit$57,667$58,123$(456)(1)%
Revenue per new fleet unit$52,786$46,359$6,42714%
Total revenue per new unit$57,589$57,908$(319)(1)%
Gross profit per new retail unit$3,387$4,855$(1,468)(30)%
Gross profit per new fleet unit$1,636$2,042$(406)(20)%
Total gross profit per new unit$3,359$4,804$(1,445)(30)%
Retail gross profit as a % of revenue5.9%8.4%bps
Fleet gross profit as a % of revenue3.1%4.4%bps
Total new vehicle gross profit as a % of revenue5.8%8.3%bps

Retail new vehicle revenue increased 4%, due primarily to a 5% increase in retail new vehicle unit sales volume, partially offset by a 1% decrease in retail new vehicle average selling price. Retail new vehicle gross profit decreased approximately $138.5 million, or 27%, as a result of lower retail new vehicle gross profit per unit. Retail new vehicle gross profit per unit decreased $1,468 per unit, or 30%, to $3,387 per unit, due primarily to increased price competition as a result of higher levels of available inventory than in the prior year and higher inventory invoice costs. On a trailing quarter cost of sales basis, our reported Franchised Dealerships Segment new vehicle inventory days’ supply was approximately 46 and 37 days as of December 31, 2024 and 2023, respectively.

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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)
20242023Change% Change
(In millions, except unit data)
Retail used vehicle revenue:
Same store$2,905.6$3,021.3$(115.7)(4)%
Acquisitions, open points, dispositions and holding company14.229.0(14.8)NM
Total as reported$2,919.8$3,050.3$(130.5)(4)%
Retail used vehicle gross profit:
Same store$149.9$161.6$(11.7)(7)%
Acquisitions, open points, dispositions and holding company0.31.3(1.0)NM
Total as reported$150.2$162.9$(12.7)(8)%
Retail used vehicle unit sales:
Same store101,46599,0632,4022%
Acquisitions, open points, dispositions and holding company5111,147(636)NM
Total as reported101,976100,2101,7662%

NM = Not Meaningful

Our Franchised Dealerships Segment reported retail used vehicle results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Reported retail used vehicle:
Revenue$2,919.8$3,050.3$(130.5)(4)%
Gross profit$150.2$162.9$(12.7)(8)%
Unit sales101,976100,2101,7662%
Revenue per unit$28,632$30,439$(1,807)(6)%
Gross profit per unit$1,473$1,626$(153)(9)%
Gross profit as a % of revenue5.1%5.3%(20)bps

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Our Franchised Dealerships Segment same store retail used vehicle results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Same store retail used vehicle:
Revenue$2,905.6$3,021.3$(115.7)(4)%
Gross profit$149.9$161.6$(11.7)(7)%
Unit sales101,46599,0632,4022%
Revenue per unit$28,636$30,498$(1,862)(6)%
Gross profit per unit$1,477$1,631$(154)(9)%
Gross profit as a % of revenue5.8%8.3%(250)bps

Retail used vehicle revenue decreased approximately $115.7 million, or 4%, driven primarily by a 6% decrease in retail used vehicle average selling price, partially offset by a 2% increase in retail used vehicle unit sales volume. Retail used vehicle gross profit decreased approximately $11.7 million, or 7%, driven primarily by a $154 per unit, or 9% decrease in retail used vehicle gross profit per unit, partially offset by a 2% increase in retail used vehicle unit sales volume during 2024.

On a trailing quarter cost of sales basis, our reported Franchised Dealerships Segment used vehicle inventory days’ supply was approximately 31 and 29 days as of December 31, 2024 and 2023, respectively.

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)
20242023Change% Change
(In millions, except unit data)
Total wholesale vehicle revenue:
Same store$188.2$202.1$(13.9)(7)%
Acquisitions, open points, dispositions, and holding company0.72.4(1.7)NM
Total as reported$188.9$204.5$(15.6)(8)%
Total wholesale vehicle gross profit (loss):
Same store$(4.3)$(2.3)$(2.0)(87)%
Acquisitions, open points, dispositions, and holding company(0.3)(1.0)0.7NM
Total as reported$(4.6)$(3.3)$(1.3)(39)%
Total wholesale vehicle unit sales:
Same store20,90720,3245833%
Acquisitions, open points, dispositions, and holding company111278(167)NM
Total as reported21,01820,6024162%

NM = Not Meaningful

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Our Franchised Dealerships Segment reported wholesale vehicle results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Reported wholesale vehicle:
Revenue$188.9$204.5$(15.6)(8)%
Gross profit (loss)$(4.6)$(3.3)$(1.3)(39)%
Unit sales21,01820,6024162%
Revenue per unit$8,987$9,933$(946)(10)%
Gross profit (loss) per unit$(214)$(156)$(58)(37)%
Gross profit (loss) as a % of revenue(2.4)%(1.6)%(80)bps

Our Franchised Dealerships Segment same store wholesale vehicle results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Same store wholesale vehicle:
Revenue$188.2$202.1$(13.9)(7)%
Gross profit (loss)$(4.3)$(2.3)$(2.0)(87)%
Unit sales20,90720,3245833%
Revenue per unit$9,000$9,942$(942)(9)%
Gross profit (loss) per unit$(212)$(117)$(95)(81)%
Gross profit (loss) as a % of revenue(2.4)%(1.2)%(120)bps

Same store wholesale vehicle revenue decreased 7%, driven primarily by a 9% decrease in wholesale vehicle revenue per unit, offset partially by a 3% increase in wholesale vehicle unit sales volume in 2024. The increase in wholesale vehicle unit sales volume was driven by a continued increase in the supply of new vehicle inventory resulting in a sales mix with higher retail new and used vehicle sales volume. Wholesale vehicle gross loss worsened by approximately $2.0 million, driven primarily by a $95 per unit increase in wholesale vehicle gross loss per unit during 2024.

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)
20242023Change% Change
(In millions)
Total Fixed Operations revenue:
Same store$1,796.6$1,700.3$96.36%
Acquisitions, open points, dispositions and holding company6.313.9(7.6)NM
Total as reported$1,802.9$1,714.2$88.75%
Total Fixed Operations gross profit:
Same store$904.6$844.5$60.17%
Acquisitions, open points, dispositions and holding company4.38.2(3.9)NM
Total as reported$908.9$852.7$56.27%

NM = Not Meaningful

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Our Franchised Dealerships Segment reported Fixed Operations results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions)
Reported Fixed Operations:
Revenue
Customer pay$839.0$810.8$28.23%
Warranty286.3238.847.520%
Wholesale parts193.2207.8(14.6)(7)%
Internal, sublet and other484.4456.827.66%
Total revenue$1,802.9$1,714.2$88.75%
Gross profit
Customer pay$470.0$453.6$16.44%
Warranty175.1140.734.424%
Wholesale parts34.237.1(2.9)(8)%
Internal, sublet and other229.6221.38.34%
Total gross profit$908.9$852.7$56.27%
Gross profit as a % of revenue
Customer pay56.0%55.9%10bps
Warranty61.2%58.9%230bps
Wholesale parts17.7%17.8%(10)bps
Internal, sublet and other47.4%48.5%(115)bps
Total gross profit as a % of revenue50.4%49.7%70bps

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Our Franchised Dealerships Segment same store Fixed Operations results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions)
Same store Fixed Operations:
Revenue
Customer pay$835.7$804.7$31.04%
Warranty285.3236.349.021%
Wholesale parts192.5206.9(14.4)(7)%
Internal, sublet and other483.1452.430.77%
Total revenue$1,796.6$1,700.3$96.36%
Gross profit
Customer pay$468.2$450.3$17.94%
Warranty174.6139.535.125%
Wholesale parts34.136.9(2.8)(8)%
Internal, sublet and other227.7217.89.95%
Total gross profit$904.6$844.5$60.17%
Gross profit as a % of revenue
Customer pay56.0%56.0%bps
Warranty61.2%59.0%220bps
Wholesale parts17.7%17.8%(10)bps
Internal, sublet and other47.1%48.1%(101)bps
Total gross profit as a % of revenue50.4%49.7%70bps

Fixed Operations revenue increased approximately $96.3 million, or 6%, and Fixed Operations gross profit increased approximately $60.1 million, or 7%. Customer pay gross profit increased approximately $17.9 million, or 4%, warranty gross profit increased approximately $35.1 million, or 25%, wholesale parts gross profit decreased approximately $2.8 million, or 8%, and internal, sublet and other gross profit increased approximately $9.9 million, or 5%. Results have also been positively impacted by increased capacity realized through our efforts to hire and retain additional service technicians, with a net increase in service technician headcount of 335 technicians in 2024. As a result, we expect to continue to see growth in Fixed Operations revenues and gross profit in 2025.

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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)
20242023Change% Change
(In millions, except unit and per unit data)
Total F&I revenue:
Same store$505.3$494.8$10.52%
Acquisitions, open points, dispositions and holding company1.53.8(2.3)NM
Total as reported$506.8$498.6$8.22%
Total F&I gross profit per retail unit (excludes fleet):
Same store$2,377$2,413$(36)(1)%
Reported$2,374$2,403$(29)(1)%
Total combined retail new and used vehicle unit sales:
Same store212,603205,1107,4934%
Acquisitions, open points, dispositions and holding company8232,357(1,534)NM
Total as reported213,426207,4675,9593%

NM = Not Meaningful

Our Franchised Dealerships Segment reported F&I results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Reported F&I:
Revenue$506.8$498.6$8.22%
Total combined retail new and used vehicle unit sales213,426207,4675,9593%
Gross profit per retail unit (excludes fleet)$2,374$2,403$(29)(1)%

Our Franchised Dealerships Segment same store F&I results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Same store F&I:
Revenue$505.3$494.8$10.52%
Total combined retail new and used vehicle unit sales212,603205,1107,4934%
Gross profit per retail unit (excludes fleet)$2,377$2,413$(36)(1)%

F&I revenue increased 2%, due to an increase in combined retail new and used vehicle unit sales volume, offset partially by lower F&I gross profit per retail unit. F&I gross profit per retail unit decreased $36 per unit to $2,377 per unit, primarily due to a decrease in gross profit per finance contract and lower service contract and other aftermarket contract penetration rates.

Finance contract revenue increased 1%, primarily due to a 130-basis point increase in the combined new and used vehicle finance contract penetration rate. Service contract revenue increased 4%, primarily due to a 2% increase in gross profit per service contract, offset partially by a 90-basis point decrease in the service contract penetration rate. Other aftermarket contract revenue increased 4%, driven primarily by a 5% increase in gross profit per other aftermarket contract, offset partially by a 1% decrease in the other aftermarket contract volume.

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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 or acquisition. Same market results may vary significantly from reported results due to store closures during 2023 and 2024, as the closed stores are not included in same market results.

On June 22, 2023, Sonic announced a plan to indefinitely suspend operations at eight EchoPark locations and 14 related delivery/buy centers. In addition, during the third quarter of 2023, we closed three Northwest Motorsport locations within the EchoPark Segment. In January 2024, we closed the remaining seven Northwest Motorsport stores. In light of these closures, we believe the following discussion of EchoPark Segment results on a same market basis provides a meaningful year-over-year comparison.

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 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 (loss) 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.

The following table provides a reconciliation of EchoPark Segment reported basis, same market basis and new market/closed market basis for retail used vehicles:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit data)
Total retail used vehicle revenue:
Same market$1,828.3$1,788.6$39.72%
New markets/closed markets9.7355.2(345.5)NM
Total as reported$1,838.0$2,143.8$(305.8)(14)%
Total retail used vehicle gross profit (loss):
Same market$15.6$(8.3)$23.9288%
New markets/closed markets(0.4)(8.8)8.4NM
Total as reported$15.2$(17.1)$32.3189%
Total retail used vehicle unit sales:
Same market68,69062,6056,08510%
New markets/closed markets36311,071(10,708)NM
Total as reported69,05373,676(4,623)(6)%

NM = Not Meaningful

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The following table provides a reconciliation of EchoPark Segment reported basis, same market basis and new market/ closed market basis for F&I:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions)
Total F&I revenue:
Same market$195.5$149.4$46.131%
New markets/closed markets(1.5)28.5(30.0)(105)%
Total as reported$194.0$177.9$16.19%

Our EchoPark Segment reported retail used vehicle and F&I results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Reported retail used vehicle and F&I:
Retail used vehicle revenue$1,838.0$2,143.8$(305.8)(14)%
Retail used vehicle gross profit (loss)$15.2$(17.1)$32.3189%
Retail used vehicle unit sales69,05373,676(4,623)(6)%
Retail used vehicle revenue per unit$26,617$29,098$(2,481)(9)%
F&I revenue$194.0$177.9$16.19%
Combined retail used vehicle gross profit and F&I revenue$209.2$160.8$48.430%
Total retail used vehicle and F&I gross profit per unit$3,029$2,183$84639%

Our EchoPark Segment same market retail used vehicle and F&I results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Same market retail used vehicle and F&I:
Retail used vehicle revenue$1,828.3$1,788.6$39.72%
Retail used vehicle gross profit (loss)$15.6$(8.3)$23.9288%
Retail used vehicle unit sales68,69062,6056,08510%
Retail used vehicle revenue per unit$26,617$28,569$(1,952)(7)%
F&I revenue$195.5$149.4$46.131%
Combined retail used vehicle gross profit and F&I revenue$211.1$141.1$70.050%
Total retail used vehicle and F&I gross profit per unit$3,074$2,253$82136%

Used vehicle revenue increased approximately $39.7 million, or 2%, due to a 10% increase in used vehicle unit sales volume, partially offset by a 7% decrease in used vehicle revenue per unit. Combined used vehicle gross profit and F&I revenue increased approximately $70.0 million, or 50%, due to an $821, or 36%, increase in total used vehicle and F&I gross profit per unit. The increase in combined retail used vehicle and F&I gross profit per unit was due primarily to higher F&I penetration rates, an improvement in inventory acquisition costs as a result of paying lower wholesale auction prices, and sourcing a higher percentage of inventory from non-auction sources.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Within F&I revenue, finance contract gross profit increased approximately $3.7 million, or 9%, due to a 10% increase in retail unit sales volume, partially offset by a 1% decrease in gross profit per finance contract and a 20-basis point decrease in finance contract penetration rate. Service contract gross profit increased approximately $4.4 million, or 14%, due to a 3% increase in total service contracts and a 11% increase in gross profit per service contract, partially offset by a 310-basis point decrease in service contract penetration rate. Other aftermarket product contract gross profit increased approximately $40.0 million, or 138%, due to a 91% increase in total aftermarket contracts, a 24% increase in gross profit per aftermarket contract, and a 7,790-basis point increase in other aftermarket product contract penetration rate as a result of our efforts to offer a wider range of F&I products to our guests.

On a trailing quarter cost of sales basis, our reported used vehicle inventory days’ supply in our EchoPark Segment was approximately 38 and 36 days as of December 31, 2024 and 2023, respectively. 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.

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/closed market basis for wholesale vehicles:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit data)
Total wholesale vehicle revenue:
Same market$92.6$88.3$4.35%
New markets/closed markets3.223.4(20.2)NM
Total as reported$95.8$111.7$(15.9)(14)%
Total wholesale vehicle gross profit (loss):
Same market$(0.6)$1.6$(2.2)(138)%
New markets/closed markets(0.7)(0.7)NM
Total as reported$(1.3)$0.9$(2.2)(244)%
Total wholesale vehicle unit sales:
Same market10,8509,3751,47516%
New markets/closed markets2092,137(1,928)NM
Total as reported11,05911,512(453)(4)%

NM = Not Meaningful

Our EchoPark Segment reported wholesale vehicle results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Reported wholesale vehicle:
Revenue$95.8$111.7$(15.9)(14)%
Gross profit (loss)$(1.3)$0.9$(2.2)(244)%
Unit sales11,05911,512(453)(4)%
Revenue per unit$8,663$9,693$(1,030)(11)%
Gross profit (loss) per unit$(113)$72$(185)(257)%
Gross profit (loss) as a % of revenue(1.3)%0.7%(200)bps

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SONIC AUTOMOTIVE, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our EchoPark Segment same market wholesale vehicle results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Same market wholesale vehicle:
Revenue$92.6$88.3$4.35%
Gross profit (loss)$(0.6)$1.6$(2.2)(138)%
Unit sales10,8509,3751,47516%
Revenue per unit$8,537$9,417$(880)(9)%
Gross profit (loss) per unit$(61)$174$(235)(135)%
Gross profit (loss) as a % of revenue(0.7)%1.8%(250)bps

Same market wholesale vehicle revenue increased 5%, driven primarily by a 16% increase in same market wholesale vehicle unit sales volume, offset partially by an $880, or 9%, decrease in same market wholesale vehicle revenue per unit. Same market wholesale vehicle gross profit decreased approximately $2.2 million, due primarily to a decrease in same market wholesale vehicle gross profit per unit of $235 per unit. As we adjust the inventory mix of nearly-new versus older model year vehicles sold at retail going forward, the levels of wholesale vehicle revenue and gross profit may vary.

Results of Operations - Powersports Segment

Our Powersports Segment consists of eight stores acquired during 2022, five stores acquired in the first quarter of 2023, and two stores acquired in the fourth quarter of 2024. As a result of these acquisitions, 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 reported basis, except where otherwise noted. Our Powersports Segment results are subject to seasonal variations, such that the second and third quarters are generally expected to contribute higher revenues and segment income than the first and fourth quarters.

New Vehicles - Powersports Segment

The following table provides a reconciliation of Powersports Segment reported basis and same store basis for retail new vehicles:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit data)
Total retail new vehicle revenue:
Same store$80.3$88.4$(8.1)(9)%
Acquisitions1.70.21.5NM
Total as reported$82.0$88.6$(6.6)(7)%
Total retail new vehicle gross profit:
Same store$11.2$16.6$(5.4)(33)%
Acquisitions0.30.3NM
Total as reported$11.5$16.6$(5.1)(31)%
Total retail new vehicle unit sales:
Same store4,1714,835(664)(14)%
Acquisitions73766NM
Total as reported4,2444,842(598)(12)%

NM = Not Meaningful

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SONIC AUTOMOTIVE, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Powersports Segment reported retail new vehicle results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Reported retail new vehicle:
Revenue$82.0$88.6$(6.6)(7)%
Gross profit$11.5$16.6$(5.1)(31)%
Unit sales4,2444,842(598)(12)%
Revenue per unit$19,313$18,301$1,0126%
Gross profit per unit$2,713$3,435$(722)(21)%
Gross profit as a % of revenue14.0%18.8%(480)bps

Our Powersports Segment same store new vehicle results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Same store new vehicle:
Revenue$80.3$88.4$(8.1)(9)%
Gross profit$11.2$16.6$(5.4)(33)%
Unit sales4,1714,835(664)(14)%
Revenue per unit$19,262$18,288$9745%
Gross profit per unit$2,687$3,430$(743)(22)%
Gross profit as a % of revenue14.0%18.8%(480)bps

Same store retail new vehicle revenue decreased 9%, due primarily to a 14% decrease in retail new vehicle unit sales volume, partially offset by an 5% increase in retail new vehicle average selling price. Same store retail new vehicle gross profit decreased approximately $5.4 million, or 33%, as a result of lower retail new vehicle unit sales volume and lower retail new vehicle gross profit per unit. Same store retail new vehicle gross profit per unit decreased $743 per unit, or 22%, to $2,687 per unit, due primarily to higher inventory invoice costs and changes in brand mix.

On a trailing quarter cost of sales basis, our reported Powersports Segment new vehicle inventory days’ supply was approximately 178 days as of December 31, 2024. 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 (typically the second and third quarters have more demand and lower days’ supply compared to the first and fourth quarters).

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SONIC AUTOMOTIVE, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Used Vehicles - Powersports Segment

The following table provides a reconciliation of Powersports Segment reported basis and same store basis for retail used vehicles:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit data)
Retail used vehicle revenue:
Same store$21.3$19.0$2.312%
Acquisitions1.00.50.5NM
Total as reported$22.3$19.5$2.814%
Retail used vehicle gross profit:
Same store$5.1$5.3$(0.2)(4)%
Acquisitions0.20.10.1NM
Total as reported$5.3$5.4$(0.1)(2)%
Retail used vehicle unit sales:
Same store2,1252,218(93)(4)%
Acquisitions1034360NM
Total as reported2,2282,261(33)(1)%

NM = Not Meaningful

52

SONIC AUTOMOTIVE, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Powersports Segment reported retail used vehicle results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Reported retail used vehicle:
Revenue$22.3$19.5$2.814%
Gross profit$5.3$5.4$(0.1)(2)%
Unit sales2,2282,261(33)(1)%
Revenue per unit$10,011$8,616$1,39516%
Gross profit per unit$2,397$2,394$3%
Gross profit as a % of revenue23.9%27.8%(390)bps

Our Powersports Segment same store retail used vehicle results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Same store retail used vehicle:
Revenue$21.3$19.0$2.312%
Gross profit$5.1$5.3$(0.2)(4)%
Unit sales2,1252,218(93)(4)%
Revenue per unit$10,045$8,562$1,48317%
Gross profit per unit$2,420$2,386$341%
Gross profit as a % of revenue24.1%27.9%(380)bps

Same store retail used vehicle revenue increased 12%, due primarily to a 17% increase in retail used vehicle average selling price, partially offset by a 4% decrease in retail used vehicle unit sales volume. Same store retail used vehicle gross profit decreased approximately $0.2 million, or 4%, due primarily to lower retail used vehicle unit sales volume. Same store retail used vehicle gross profit per unit increased $34 per unit, or 1%, to $2,420 per unit, due primarily to changes in inventory mix and variations between wholesale and retail market pricing.

On a trailing quarter cost of sales basis, our reported Powersports Segment used vehicle inventory days’ supply was approximately 115 days as of December 31, 2024. 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 (typically the second and third quarters have more demand and lower days’ supply compared to the first and fourth quarters).

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SONIC AUTOMOTIVE, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Wholesale Vehicles - Powersports Segment

The following table provides a reconciliation of Powersports Segment reported basis and same store basis for wholesale vehicles:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit data)
Total wholesale vehicle revenue:
Same store$2.5$2.6$(0.1)(4)%
Acquisitions(0.2)(0.2)NM
Total as reported$2.3$2.6$(0.3)(12)%
Total wholesale vehicle gross profit (loss):
Same store$(0.2)$(0.3)$0.133.3%
Acquisitions(0.1)0.1(0.2)NM
Total as reported$(0.3)$(0.2)$(0.1)(50)%
Total wholesale vehicle unit sales:
Same store143215(72)(33)%
Acquisitions312NM
Total as reported146216(70)(32)%

NM = Not Meaningful

Our Powersports Segment reported wholesale vehicle results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Reported wholesale vehicle:
Revenue$2.3$2.6$(0.3)(12)%
Gross profit (loss)$(0.3)$(0.2)$(0.1)(50)%
Unit sales146216(70)(32)%
Revenue per unit$16,430$11,810$4,62039%
Gross profit (loss) per unit$(1,647)$(947)$(700)(74)%
Gross profit (loss) as a % of revenue(10.0)%(8.0)%(200)bps

NM = Not Meaningful

54

SONIC AUTOMOTIVE, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Powersports Segment same store wholesale vehicle results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except per unit data)
Same store wholesale vehicle:
Revenue$2.5$2.6$(0.1)(4)%
Gross profit (loss)$(0.2)$(0.3)$0.133%
Unit sales143215(72)(33)%
Revenue per unit$16,713$11,858$4,85541%
Gross profit (loss) per unit$(1,682)$(951)$(731)(77)%
Gross profit (loss) as a % of revenue(10.1)%(8.0)%(210)bps

NM = Not Meaningful

Same store wholesale vehicle revenue decreased approximately $0.1 million, and same store wholesale vehicle gross profit increased approximately $0.1 million, driven by changes in wholesale unit sales volume and wholesale gross profit per unit.

Fixed Operations - Powersports Segment

The following table provides a reconciliation of Powersports Segment reported basis and same store basis for Fixed Operations:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions)
Total Fixed Operations revenue:
Same store$42.4$45.0$(2.6)(6)%
Acquisitions1.20.30.9300%
Total as reported$43.6$45.3$(1.7)(4)%
Total Fixed Operations gross profit:
Same store$19.5$21.2$(1.7)(8)%
Acquisitions0.60.10.5500%
Total as reported$20.1$21.3$(1.2)(6)%

NM = Not Meaningful

55

SONIC AUTOMOTIVE, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Powersports Segment reported Fixed Operations results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions)
Reported Fixed Operations:
Revenue
Customer pay$7.8$12.0$(4.2)(35)%
Warranty3.81.32.5192%
Wholesale parts0.80.8%
Internal, sublet and other31.231.2%
Total revenue$43.6$45.3$(1.7)(4)%
Gross profit
Customer pay$2.8$6.3$(3.5)(56)%
Warranty2.90.72.2314%
Wholesale parts0.20.10.1100%
Internal, sublet and other14.214.2%
Total gross profit$20.1$21.3$(1.2)(6)%
Gross profit as a % of revenue
Customer pay35.4%52.4%(1,700)bps
Warranty75.9%52.5%2,340bps
Wholesale parts26.5%14.3%1,220bps
Internal, sublet and other45.5%45.5%bps
Total gross profit as a % of revenue46.0%47.0%(100)bps

NM = Not Meaningful

56

SONIC AUTOMOTIVE, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Powersports Segment same store Fixed Operations results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions)
Same store Fixed Operations:
Revenue
Customer pay$7.5$11.9$(4.4)(37)%
Warranty3.71.32.4185%
Wholesale parts0.80.8%
Internal, sublet and other30.431.0(0.6)(2)%
Total revenue$42.4$45.0$(2.6)(6)%
Gross profit
Customer pay$2.6$6.2$(3.6)(58)%
Warranty2.80.72.1300%
Wholesale parts0.20.10.1100%
Internal, sublet and other13.914.2(0.3)(2)%
Total gross profit$19.5$21.2$(1.7)(8)%
Gross profit as a % of revenue
Customer pay34.7%52.3%(1,760)bps
Warranty76.2%52.4%2,380bps
Wholesale parts26.7%14.3%1,240bps
Internal, sublet and other45.7%45.8%(8)bps
Total gross profit as a % of revenue46.0%47.0%(100)bps

NM = Not Meaningful

Same store Fixed Operations revenue decreased approximately $2.6 million and same store Fixed Operations gross profit decreased approximately $1.7 million. Same store customer pay revenue decreased approximately $4.4 million and same store customer pay gross profit decreased approximately $3.6 million. Same store warranty revenue increased approximately $2.4 million and same store warranty gross profit increased approximately $2.1 million. Same store wholesale parts revenue remained flat year over year and same store wholesale parts gross profit increased approximately 0.1 million. Same store internal, sublet and other revenue decreased approximately $0.6 million and same store internal, sublet and other gross profit decreased approximately $0.3 million.

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SONIC AUTOMOTIVE, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

F&I - Powersports Segment

The following table provides a reconciliation of Powersports Segment reported basis and same store basis for F&I:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Total F&I revenue:
Same store$7.0$7.2$(0.2)(3)%
Acquisitions0.10.1100%
Total as reported$7.1$7.2$(0.1)(1)%
Total F&I gross profit per retail unit (excludes fleet):
Same store$1,106$1,017$899%
Reported$1,092$1,017$757%
Total combined retail new and used vehicle unit sales:
Same store6,2967,053(757)(11)%
Acquisitions17650126252%
Total as reported6,4727,103(631)(9)%

NM = Not Meaningful

Our Powersports Segment reported F&I results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Reported F&I:
Revenue$7.1$7.2$(0.1)(1)%
Total combined retail new and used vehicle unit sales6,4727,103(631)(9)%
Gross profit per retail unit (excludes fleet)$1,092$1,017$757%

Our Powersports Segment same store F&I results were as follows:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions, except unit and per unit data)
Same Store F&I:
Revenue$7.0$7.2$(0.2)(3)%
Total combined retail new and used vehicle unit sales6,2967,053(757)(11)%
Gross profit per retail unit (excludes fleet)$1,106$1,017$899%

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SONIC AUTOMOTIVE, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Same store F&I revenue decreased approximately $0.2 million, or 3%, primarily due to a 11% decrease in total combined retail new and used vehicle unit sales volume, offset partially by a 9% increase in F&I gross profit per retail unit. F&I gross profit per retail unit increased $89 per unit, or 9%, to $1,106 per unit, primarily due to an increase in the finance contract penetration rates.

Same store finance contract revenue decreased 11%, primarily due to lower retail new and used vehicle unit sales volume, offset partially by a 160-basis point increase in the combined new and used vehicle finance contract penetration rate. Same store service contract revenue increased 24%, primarily due to a 40% increase in gross profit per service contract, offset partially by a 20-basis point decrease in the service contract penetration rate and a 11% decrease in retail new and used vehicle service contract unit sales volume. Same store other aftermarket contract revenue decreased 32%, driven primarily by a 22% decrease in gross profit per other aftermarket contract and a lower retail new and used vehicle unit sales volume.

59

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) before taxes and impairment charges. See above for tables and discussion of results by reportable segment.

Year Ended December 31,Better / (Worse)
20242023Change% Change
Segment Revenues:(In millions, except unit data)
Franchised Dealerships Segment Revenues:
Retail new vehicles$6,425.5$6,215.0$210.53%
Fleet new vehicles95.392.23.13%
Total new vehicles$6,520.8$6,307.2$213.63%
Used vehicles2,919.83,050.3(130.5)(4)%
Wholesale vehicles188.9204.5(15.6)(8)%
Parts, service and collision repair1,802.91,714.288.75%
Finance, insurance and other, net506.8498.68.22%
Franchised Dealerships Segment revenues$11,939.2$11,774.8$164.41%
EchoPark Segment Revenues:
Retail new vehicles$$1.0$(1.0)(100)%
Used vehicles1,838.02,143.8(305.8)(14)%
Wholesale vehicles95.8111.7(15.9)(14)%
Finance, insurance and other, net194.0177.916.19%
EchoPark Segment revenues$2,127.8$2,434.4$(306.6)(13)%
Powersports Segment Revenues:
Retail new vehicles$82.0$88.6$(6.6)(7)%
Used vehicles22.319.52.814%
Wholesale vehicles2.32.6(0.3)(12)%
Parts, service and collision repair43.645.3(1.7)(4)%
Finance, insurance and other, net7.17.2(0.1)(1)%
Powersports Segment revenues$157.3$163.2$(5.9)(4)%
Total consolidated revenues$14,224.3$14,372.4$(148.1)(1)%
Segment Income (Loss) (1):
Franchised Dealerships Segment (2)$257.6$448.0$(190.4)(43)%
EchoPark Segment (3)3.5(132.5)136.0103%
Powersports Segment (4)(1.1)5.7(6.8)(119)%
Total consolidated income (loss)$260.0$321.2$(61.2)(19)%
Impairment charges (5)(3.9)(79.3)75.495%
Income (loss) before taxes$256.1$241.9$14.26%
Segment Retail New and Used Vehicle Unit Sales Volume:
Franchised Dealerships Segment213,426207,4675,9593%
EchoPark Segment69,05373,687(4,634)(6)%
Powersports Segment6,4727,103(631)(9)%
Total consolidated retail new and used vehicle unit sales volume288,951288,257694%

(1)Segment income (loss) for each segment is defined as income (loss) before taxes and impairment charges.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(2)For 2024, amount includes approximately $13.0 million of pre-tax charges related to excess compensation as a result of the CDK outage, approximately $8.3 million of pre-tax charges related to storm damage, approximately $3.5 million of pre-tax gain related to the acquisition of the remaining equity interest in a joint venture, $10.0 million of pre-tax gain related to the CDK outage cyber claim payment, and approximately $2.2 million of pre-tax charges related to severance and long-term compensation expense. For 2023, amount includes approximately $20.9 million of pre-tax gain related to acquisitions and dispositions and approximately $1.9 million of pre-tax charges related to storm damage.

(3)For 2024, amount includes approximately $3.0 million of pre-tax gain on exit of leased properties, approximately $2.9 million of pre-tax charges for severance and long-term compensation expense, approximately $2.1 million of pre-tax gain on real estate dispositions, approximately $2.1 million of pre-tax charges related to closed store accrued expenses related to the indefinite suspension of operations at certain EchoPark locations, and approximately $0.4 million of pre-tax charges related to excess compensation as a result of the CDK outage. For 2023, amount includes approximately $10.0 million of pre-tax charges related to used vehicle inventory valuation adjustments, $5.1 million of pre-tax charges for long-term compensation expense, approximately $4.3 million of pre-tax lease exit charges and approximately $0.3 million of pre-tax loss related to acquisitions and dispositions.

(4)For 2024, amount includes approximately $0.5 million of pre-tax charges related to severance and long-term compensation expense.

(5)For 2024, amount includes approximately $1.2 million of pre-tax property and equipment charges for the Franchised Dealerships Segment and approximately $2.7 million of pre-tax property and equipment charges for real estate held for sale in the EchoPark Segment. For 2023, amount includes approximately $1.0 million of pre-tax franchise asset and property and equipment impairment charges for the Franchised Dealerships Segment and approximately $78.3 million of pre-tax impairment charges related to fixed assets, lease right-of-use assets, and other contractual obligations related to abandoned property 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 information technology expenses, which may not change in proportion to gross profit levels.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table sets forth information related to our consolidated reported SG&A expenses:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions)
SG&A expenses:
Compensation$1,013.9$1,016.3$2.4%
Advertising84.592.27.78%
Rent36.646.19.521%
Other442.0445.93.91%
Total SG&A expenses$1,577.0$1,600.5$23.51%
SG&A expenses as a % of gross profit:
Compensation46.2%45.3%(90)bps
Advertising3.9%4.1%20bps
Rent1.7%2.1%40bps
Other20.1%19.8%(30)bps
Total SG&A expenses as a % of gross profit71.9%71.3%(60)bps

Overall SG&A expenses decreased in dollar amount and increased as a percentage of gross profit, primarily due to an increase in compensation expense as a percent of gross profit due to lower gross profit as a result of a decrease in new vehicle gross profit per unit as new vehicle inventory returned toward normalized levels. Compensation expense decreased in dollar amount due to a decrease in fixed compensation expense, and increased as a percentage of gross profit as a result of lower new vehicle gross profit. Advertising expense decreased in both dollar amount and as a percentage of gross profit, due primarily to lower levels of advertising spent in the EchoPark Segment. 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 and the disposal or sublease of certain non-operating stores during the year. Other SG&A expenses decreased in dollar amount as a result of ongoing efforts to optimize expenses. However, these expenses increased as a percentage of gross profit, primarily due to an increase in expenses related to information technology and building maintenance as well as an increase in real estate tax expenses, combined with lower gross profit levels.

For the Franchised Dealerships Segment, SG&A expenses for 2024 included approximately $11.0 million of pre-tax charges related to excess compensation as a result of the CDK outage, approximately $8.3 million of pre-tax charges related to storm damage, approximately $3.5 million of pre-tax gain related to the acquisition of equity interest in a joint venture, $10.0 million of pre-tax gain related to the CDK outage cyber claim payment, and approximately $2.2 million of pre-tax charges related to severance and long-term compensation expense. For the Franchised Dealerships Segment, SG&A expenses for 2023, included approximately $20.9 million of pre-tax gain related to acquisitions and dispositions and approximately $1.9 million of pre-tax charges related to storm damage. For the EchoPark Segment, SG&A expenses for 2024 included approximately $3.0 million of pre-tax gain on exit of leased properties, approximately $2.9 million of pre-tax charges for severance and long-term compensation expense, approximately $2.1 million of pre-tax gain on real estate dispositions, approximately $2.1 million of pre-tax charges related to closed store accrued expenses related to the indefinite suspension of operations at certain EchoPark locations, and approximately $0.4 million of pre-tax charges related to excess compensation as a result of the CDK outage. For the EchoPark Segment, SG&A expenses for 2023, included approximately $5.1 million of pre-tax charges for long-term compensation expense, approximately $4.3 million of pre-tax lease exit charges and approximately $0.3 million of pre-tax loss related to acquisitions and dispositions. For the Powersports Segment, SG&A expenses for 2024 included $0.5 million of pre-tax charges related to severance and long-term compensation expense.

Impairment Charges - Consolidated

Impairment charges were approximately $3.9 million and $79.3 million in 2024 and 2023, respectively. Impairment charges for 2024 primarily related to fixed assets, lease right-of-use assets, and other contractual obligations related to abandoned property as a result of our decisions to indefinitely suspend operations at certain EchoPark locations and to close certain Northwest Motorsport stores during 2023 and 2024.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Depreciation and Amortization - Consolidated

Depreciation expense increased approximately $8.1 million, or 5.7%, in 2024, 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

We typically maintain a floor plan deposit balance (as shown in the table below under the heading “Liquidity and Capital Resources”) that earns interest income based on the agreed upon floor plan interest rate, effectively reducing the net used vehicle floor plan interest expense. The below discussion of interest expense, floor plan includes the effect of interest income earned on the floor plan deposit balance, unless otherwise noted. Our interest expense, floor plan fluctuates with changes in our outstanding borrowing and associated interest rates, which are variable based on SOFR or the U.S. prime rate, plus a rate spread.

Interest expense, floor plan for new vehicles increased approximately $27.5 million. The average interest rate applied to the new vehicle floor plan increased in the 12 months ended December 31, 2024, resulting in $2.2 million of the overall increase. The average new vehicle floor plan notes payable balance increased approximately $414.0 million, which resulted in $25.3 million of the overall increase.

Interest expense, floor plan for used vehicles decreased approximately $7.8 million, including the effect of interest income earned on the floor plan deposit balance, which contributed to $4.3 million of this decrease. Excluding the effect of interest income earned on the floor plan deposit balance, interest expense, floor plan for used vehicles decreased approximately $3.5 million. Excluding the effect of interest income earned on the floor plan deposit balance, the average interest rate applied to the used vehicle floor plan increased in the 12 months ended December 31, 2024, offsetting $0.6 million of that decrease. The average used vehicle floor plan notes payable balance decreased approximately $57.0 million, which reduced used vehicle floor plan interest expense by approximately $4.1 million.

Interest Expense, Other, Net - Consolidated

Interest expense, other, net is summarized in the table below:

Year Ended December 31,Better / (Worse)
20242023Change% Change
(In millions)
Stated/coupon interest$91.0$91.0$%
Deferred loan cost amortization5.76.50.812%
Interest rate hedge expense (benefit)0.61.00.440%
Capitalized interest(2.6)(2.2)0.418%
Interest on finance lease liabilities22.418.4(4.0)(22)%
Other interest0.9(0.1)(1.0)(1000)%
Total interest expense, other, net$118.0$114.6$(3.4)(3)%

Interest expense, other, net increased approximately $3.4 million, or 3%, primarily related to higher interest on finance lease liabilities as a result of a higher average interest rate environment in 2024 compared to 2023.

Provision for Income Taxes - Consolidated

The overall effective tax rate was 15.7% and 26.3% for 2024 and 2023, respectively. Income tax expense for 2024 includes the effect of an out of period adjustment related to franchise assets of $31.0 million, a $1.6 million charge related to charges in uncertain tax positions, and a $4.7 million charge related to non-deductible executive compensation, partially offset by a $1.4 million benefit related to vested or exercised stock compensation awards. 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.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Estimates

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.

Goodwill and Other Intangible Assets

In accordance with Accounting Standards Codification (“ASC”) Topic 350, “Intangibles - Goodwill and Other,” we test goodwill for impairment at least annually (as of April 30 of each year) or more frequently if indications of impairment exist. The ASC also states that if an entity determines, based on an assessment of certain qualitative factors, that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then a quantitative goodwill impairment test is unnecessary.

For purposes of goodwill impairment testing, we have three reporting units, which consist of (1) our traditional franchised dealerships, (2) our EchoPark stores and (3) our powersports stores (these reporting units also represent our reportable segments). The carrying value of our goodwill totaled approximately $358.5 million at December 31, 2024, approximately $331.2 million of which was related to our franchised dealerships reporting unit and approximately $27.3 million of which was related to our powersports reporting unit. 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 April 30, 2024 annual test, we determined no impairment existed for any of our reporting units as of April 30, 2024. We tested our reporting units for impairment using the discounted cash flow method that utilizes inputs, including, projected revenues, margin, terminal growth rates, discount rates and a market capitalization reconciliation. See Note 1, “Description of Business and Summary of Significant Accounting Policies,” to the accompanying consolidated financial statements for further discussion.

In accordance with ASC Topic 350, “Intangibles - Goodwill and Other,” we evaluate franchise assets for impairment annually (as of April 30 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 April 30, 2024, each of our franchise assets’ fair value exceeded its carrying value and no franchise asset impairment charges were recorded in the accompanying consolidated statements of operations. The carrying value of our franchise assets totaled approximately $430.3 million at December 31, 2024, 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.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, 2024 and 2023 include approximately $8.0 million and $12.0 million, respectively, related to contract assets from F&I retro revenue recognition. Changes in contract assets from December 31, 2023 to December 31, 2024 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 future chargebacks in the period in which the product or service was sold. 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, 2024 by approximately $4.2 million. Our estimate of chargebacks was approximately $62.9 million as of December 31, 2024, compared to approximately $57.5 million as of December 31, 2023, with the increase primarily driven by higher F&I revenues and higher projected cancellation rates. 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.

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, 2024, there were approximately $5.5 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 $5.0 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.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, 2024 and 2023, we had recorded a valuation allowance amount of approximately $6.2 million and $6.3 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 November 2023, the FASB issued ASU 2023-07, “Segment Reporting (ASC Topic 280): Improvements to Reportable Segment Disclosures.” The amendments require the disclosure of significant segment expenses as well as expanded interim disclosures, along with other changes to segment disclosure requirements. The standard will be effective for fiscal years beginning after December 15, 2023, and interim periods beginning on or after December 15, 2024. We have implemented the provisions of the ASU 2023-07. See Note 14, “Segment Information,” to the accompanying consolidated financial statements for the expanded disclosures required by ASC Topic 280.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (ASC Topic 740): Improvements to Income Tax Disclosures.” The amendments require the disclosure of a reconciliation between income tax expense from continuing operations and the amount computed by multiplying income from continuing operations before income taxes by the applicable statutory rate as well as an annual disaggregation of the income tax rate reconciliation between certain specified categories by both percentage and reported amounts, along with other changes to income tax disclosure requirements. The standard will be effective for fiscal years beginning after December 15, 2024, and interim periods for fiscal years beginning after December 15, 2025.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)”. The amendments require the disclosure of specified information about certain costs and expenses including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil and gas producing activities. It also requires the disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively as well as the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The standard will be effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently evaluating the impact that the adoption of the provisions of the ASU will have on our consolidated financial statements.

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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. 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, 2024, we had approximately $340.9 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, 2024 and 2023:

December 31, 2024December 31, 2023
(In millions)
Cash and cash equivalents$44.0$28.9
Floor plan deposit balance340.0345.0
Availability under the Revolving Credit Facility338.5298.6
Availability under the Mortgage Facility139.1173.0
Total available liquidity resources$861.6$845.5

We maintain a floor plan deposit balance (as shown in the table above) that offsets interest based on the agreed upon floor plan interest rate, effectively reducing the net used 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 $340.0 million as of December 31, 2024 and approximately $345.0 million as of December 31, 2023 are classified as other current assets in the accompanying consolidated balance sheets as of December 31, 2024 and 2023.

Long-Term Debt and Credit Facilities

Credit Facilities

On October 7, 2022, we amended our Fifth Amended, Restated and Consolidated Credit Agreement (the “Fifth A&R Credit Agreement”), originally dated as of April 14, 2021, entered into by, among others, the Company and Bank of America, N.A., as administrative agent, which provides for a syndicated revolving credit facility (the “Revolving Credit Facility”) and our syndicated new and used vehicle floor plan credit facilities (the “Floor Plan Facilities” and, together with the Revolving Credit Facility, the “Credit Facilities”) to, among other things: (i) replace the London InterBank Offered Rate (“LIBOR”)-based Eurodollar reference interest rate option with Term SOFR; (ii) 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 Revolving Credit Facility; (iii) amend the minimum amount of commitments under the Revolving Credit Facility and the proportion that such commitments may compose of the total commitments made by the lenders under the Credit Facilities; and (iv) adjust aspects of the offset account used for voluntary reductions to interest under the Floor Plan Facilities.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

On March 13, 2024, we amended and restated the Fifth A&R Credit Agreement (the “Sixth A&R Credit Agreement”) to, among other things, (1) extend the scheduled maturity dates to March 13, 2029, with a permitted one-year extension option thereafter; and (2) reduce the aggregate commitments to $2.4 billion. The commitment under the new vehicle revolving floor plan facility was increased to $1.35 billion, the commitment under the used vehicle revolving floor plan facility was reduced to $700.0 million and the commitment under the Revolving Credit Facility remained at $350.0 million. The Amendment includes an accordion feature in which the aggregate commitments may be increased, at the Company’s option, up to $450.0 million allocated between the three facilities on a pro rata basis. The Sixth A&R Credit Agreement contains a provision indicating that the Revolving Credit Facility commitments cannot be reduced below $50.0 million and may not consist of more than 40% of the aggregate commitments.

In addition, the Sixth A&R Credit Agreement (1) increased the basket for quarterly dividends from $0.12 to $0.18 per share of qualified capital stock; (2) provided additional flexibility for the Company to make asset sales and repurchases of its qualified capital stock; (3) removed the covenant requiring the Company to maintain a specified consolidated liquidity ratio; and (4) amended the definition of “Adjusted Term SOFR” to clarify that it is inclusive of a 10-basis point credit spread adjustment. Amounts outstanding under the Credit Facilities bear interest at rates based upon specified credit spreads above Adjusted Term SOFR.

Availability under the Revolving Credit Facility is calculated as the lesser of the current $350.0 million commitment or a borrowing base (the "Revolving Borrowing Base") collateralized by certain eligible assets, less any outstanding letters of credit and borrowings. As of December 31, 2024, the Revolving Borrowing Base was $350.0 million and we had $11.5 million in outstanding letters of credit and no outstanding borrowings, resulting in $338.5 million of availability under the Revolving Credit Facility.

Our obligations under the Credit Facilities are guaranteed by the Company and certain of our subsidiaries and are secured by a pledge of substantially all of the assets of the Company and the guarantors. We have agreed under the 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 Credit Facilities), including other lenders, subject to certain stated exceptions, including floor plan financing arrangements. In addition, the 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 Credit Facilities permit quarterly cash dividends on our Class A and Class B Common Stock up to $0.18 per share so long as no Event of Default (as defined in the Sixth A&R Credit Agreement) has occurred and is continuing and provided that we remain in compliance with all financial covenants under the Credit Facilities. In addition, dividends greater than $0.18 per share are permitted subject to the limitations on restricted payments set forth in the Credit Facilities.

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. 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 acquisition of RFJ Auto Partners, Inc. and its subsidiaries (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.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The 4.625% Notes are 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:

YearRedemption Price
2024102.313%
2025101.156%
2026100.000%

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. 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:

YearRedemption Price
2026102.438%
2027101.625%
2028100.813%
2029100.000%

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.

Mortgage Facility

On November 22, 2019, we entered into a Credit Agreement between, among others, the Company and PNC Bank, National Association, as administrative agent, providing for a delayed draw term loan facility (the “Mortgage Facility”). On November 17, 2022, in connection with the closing of an amendment to the Mortgage Facility, we incurred a $320.0 million term loan and used a portion of the proceeds to repay a prior term loan and retained the remainder for working capital needs. The lenders under the Mortgage Facility committed to providing, upon the terms set forth in the amendment and upon the pledging of sufficient collateral, delayed draw-term loans in an aggregate principal amount up to $85.0 million (the “Delayed Draw Credit Facility”) and revolving loans. The amendment also (1) replaced the LIBOR-based Eurodollar reference interest rate option with one-month Term SOFR; and (2) made changes to the pricing grid, specifying credit spreads based on our Consolidated Total Lease Adjusted Leverage Ratio (as defined in the Mortgage Facility). As permitted by the Delayed Draw Credit Facility, we incurred a $7.0 million term loan on November 18, 2022.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

On March 22, 2024, we entered into an amendment to the Mortgage Facility to conform to the terms of the Sixth A&R Credit Agreement, including (1) adding certain specified share exchange transactions as permitted restricted payments and dispositions; (2) removing the covenant requiring the Company to maintain a specified consolidated liquidity ratio; and (3) increasing the basket for quarterly dividends from $0.12 to $0.18 per share of qualified capital stock.

On May 17, 2024, we incurred and additional $78.0 million term loan as required under the Delayed Draw Credit Facility in order to achieve full utilization.

Interest on the Mortgage Facility and Sidecar Facility (together, the "Mortgage Facilities") is paid monthly in arrears. Amortizing principal payments are scheduled to be 1.875% of the cumulative amount drawn on the Mortgage Facilities each quarter end through September 30, 2027, with the remaining balances due on the November 17, 2027 maturity date. We have the right to prepay outstanding principal on the Mortgage Facilities at any time without premium or penalty provided the prepayment amount exceeds $0.5 million.

The Mortgage Facilities 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 Mortgage Facilities permits quarterly cash dividends on our Class A and Class B Common Stock up to $0.18 per share so long as no Event of Default (as defined in the Mortgage Facility) has occurred and is continuing and provided that we remain in compliance with all financial covenants under the Mortgage Facility.

On December 27, 2024, we entered into a Credit Agreement between, among others, the Company and PNC Bank, National Association, as administrative agent, which established a syndicated mortgage loan facility (the “Sidecar Facility”) providing an incremental $149.1 million of term loan commitments. The Sidecar Facility matures on November 17, 2027. Though the Sidecar Facility is distinct and separate from the Mortgage Facility, the two facilities contain similar terms and conditions, are coterminous, and use the same interest rate and pricing grid.

As of December 31, 2024, we had $366.8 million of outstanding borrowings and $95.0 million available for revolving loans under the Mortgage Facility. In addition, we had no outstanding borrowings and $44.1 million available for future term loans under the Sidecar Facility based upon the appraised value of the underlying pledged collateral at closing.

Mortgage Notes to Finance Companies

As of December 31, 2024, the weighted-average interest rate of our other outstanding mortgage notes (excluding the Mortgage Facility) was 3.70% (a decrease from 5.14% as of December 31, 2023) and the total outstanding mortgage principal balance of these notes (excluding the Mortgage Facility) was approximately $96.1 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 2025 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 captive 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 6.51% and 6.49% for 2024 and 2023, 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 $65.6 million and $59.2 million in manufacturer assistance in 2024 and 2023, respectively, and recognized in cost of sales approximately $64.2 million and $58.7 million in manufacturer assistance in 2024 and 2023, 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 $1.9 billion as of December 31, 2024 is classified as current liabilities in the accompanying consolidated balance sheet as of such date.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Covenants

The Credit Facilities Mortgage 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. The Credit Facilities and the Mortgage Facilities also contain limitations on our ability to pledge assets to third parties, subject to certain stated exceptions.

We were in compliance with the financial covenants under the Credit Facilities and Mortgage Facilities as of December 31, 2024, which include the following:

Covenant
ConsolidatedFixed ChargeCoverageRatioConsolidatedTotal LeaseAdjusted LeverageRatio
Required Ratio≥1.20≤5.75
Ratio as of December 31, 20242.153.07

The Credit Facilities and the Mortgage Facilities contain events of default, including cross defaults to other material indebtedness, change of control events and other events of default customary for syndicated commercial credit facilities. Upon the future occurrence of an event of default, we could be required to immediately repay all outstanding amounts under the Credit Facilities and the Mortgage Facilities.

After giving effect to the applicable restrictions on the payment of dividends under our debt agreements, as of December 31, 2024, we had approximately $340.9 million of net income and retained earnings free of such restrictions. We were in compliance with all restrictive covenants as of December 31, 2024.

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 Credit Facilities and the Mortgage Facilities with the exception of one additional financial covenant related to the ratio of EBITDAR 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, 2024, the ratio was 12.88 to 1.00.

See Note 6, “Long-Term Debt,” to the accompanying consolidated financial statements for discussion of the Credit Facilities.

Acquisitions and Dispositions

During 2024, we acquired two businesses in our Franchised Dealerships Segment and one business (consisting of two locations) in our Powersports Segment for approximately $55.3 million, including inventory acquired and subsequently funded by floor plan notes payable. We terminated two luxury franchised dealerships and disposed of two mid-line import franchised dealerships, in addition to closing the remaining seven Northwest Motorsport stores within the EchoPark Segment. 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.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Capital expenditures for 2024 were approximately $187.3 million, including approximately $182.5 million related to our Franchised Dealerships Segment, approximately $1.0 million related to our EchoPark Segment and approximately $3.9 million related to our Powersports Segment. Of the total capital expenditures, approximately $119.6 million was related to facility construction projects, approximately $19.0 million was related to acquisitions of real estate (land and buildings), and approximately $48.8 million was for other fixed assets utilized in our operations. All of the $187.3 million in gross capital expenditures in 2024 was funded through cash from operations. As of December 31, 2024, commitments for facility construction projects totaled approximately $23.3 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 2024, we repurchased approximately 0.6 million shares of our Class A Common Stock for approximately $34.4 million in open-market transactions at prevailing market prices and in connection with tax withholding on the vesting of equity compensation awards. As of December 31, 2024, our total remaining repurchase authorization was approximately $252.3 million. Under the 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, 2024, we had approximately $340.9 million of net income and retained earnings free of such restrictions.

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 and covenant compliance, the current economic environment and other factors considered by our Board of Directors and management to be 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 $1.25 per share during 2024. Subsequent to December 31, 2024, our Board of Directors approved a cash dividend on all outstanding shares of Class A and Class B Common Stock of $0.35 per share for stockholders of record on March 14, 2025 to be paid on April 15, 2025. The 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 has occurred and is continuing and provided that we remain in compliance with all financial covenants under the Credit Facilities. In addition, dividends greater than $0.18 per share are permitted subject to the limitations on restricted payments set forth in the 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, 2024, we had approximately $340.9 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 and 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 dividend policy in the future. 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 $109.2 million for 2024. The cash provided by operations for 2024 consisted primarily of net income (less non-cash items) and an increase in other assets and trade accounts payable, partially offset by a decrease in inventories. Net cash used in operating activities was approximately $15.7 million for 2023. The cash used in operations for 2023 consisted primarily of an increase in inventories and an increase in receivables, offset partially by net income (less non-cash items), an increase in notes payable - floor plan - trade and an increase in trade accounts payable.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We arrange our inventory floor plan financing through both manufacturer captive finance companies and a syndicate of manufacturer-affiliated captive 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 captive 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 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 provided by combined trade and non-trade floor plan financing was approximately $269.6 million for 2024. Net cash used in combined trade and non-trade floor plan financing was approximately $372.1 million for 2023. 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 $367.3 million and $319.2 million for 2024 and 2023, respectively.

Cash Flows from Investing Activities - Net cash used in investing activities was approximately $178.3 million and $218.7 million for 2024 and 2023, respectively. The use of cash during 2024 was comprised primarily of the purchase of land, property and equipment and the purchase of three businesses (including real property), net of cash acquired, offset partially by the proceeds from the sale of two franchised dealerships. The use of cash during 2023 was comprised primarily of the purchase of a powersports business (including real property), net of cash acquired, and purchases of land, property and equipment, offset partially by the proceeds from the sale of four franchised dealerships.

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.

Cash Flows from Financing Activities - Net cash provided by financing activities was approximately $84.3 million and $34.1 million for 2024 and 2023, respectively. For 2024, cash provided by financing activities was comprised primarily of net borrowings on notes payable - floor plan - non-trade, offset partially by scheduled principal payments of long-term debt. For 2023, cash provided by financing activities was comprised primarily of net borrowings on notes payable - floor plan - non-trade, offset partially by the repurchases of treasury stock and scheduled principal payments of long-term debt.

During 2024, we generated net proceeds from mortgage financing (excluding the effects of any refinancing with zero net proceeds) in the amount of approximately $78.0 million as required under the Delayed Draw Credit Facility in order to achieve full utilization.

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. We believe adjusted EBITDA enables our operating performance to be compared across reporting periods on a consistent basis by excluding non-floor plan financing costs, non-cash items such as depreciation and amortization, stock-based compensation expense, and impairment charges, and other items that may affect the comparability of reporting periods, including, but not limited to, gains or losses from acquisitions or dispositions, facility exit costs, severance and long-term compensation charges, and storm damage charges. This non-GAAP financial measure is reconciled to net income (loss) (the nearest comparable GAAP financial measure) in the table below:

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Year Ended December 31, 2024Year Ended December 31, 2023
Franchised Dealerships SegmentEchoPark SegmentPowersports SegmentTotalFranchised Dealerships SegmentEchoPark SegmentPowersports SegmentTotal
(In millions)
Net income (loss)$216.0$178.2
Income tax (benefit) expense40.163.7
Income (loss) before taxes$256.4$0.8$(1.1)$256.1$447.0$(210.8)$5.7$241.9
Non-floor plan interest (1)107.02.62.6112.2103.23.21.7108.1
Depreciation & amortization (2)130.021.64.3155.9118.826.63.4148.8
Stock-based compensation expense21.321.323.323.3
Loss (gain) on exit of leased dealerships(3.0)(3.0)4.34.3
Impairment charges1.22.73.91.078.379.3
Loss on debt extinguishment0.60.6
Severance and long-term compensation charges2.22.90.55.65.15.1
Acquisition and disposition-related (gain) loss(3.8)(2.5)(6.3)(20.7)0.3(20.4)
Closed store accrued expenses2.12.1
Storm damage charges8.38.31.91.9
Used vehicle inventory valuation adjustment10.010.0
Excess compensation related to CDK outage13.00.413.4
Cyber insurance proceeds(10.0)(10.0)
Adjusted EBITDA (3)$526.2$27.6$6.3$560.1$674.5$(83.0)$10.8$602.3

(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.

Future Liquidity Outlook

Our future contractual obligations are as follows, based on the earlier of stated contractual obligation or possible expected payment date:

2025Thereafter
(In millions)
Notes payable - floor plan$1,939.3$
Long-term debt (1)76.11,536.8
Letters of credit11.5
Estimated interest payments on floor plan facilities (2)19.6
Estimated interest payments on long-term debt77.7352.4
Operating leases (net of sublease proceeds)47.3338.5
Construction contracts23.3
Other purchase obligations (3)1.73.2
Liability for uncertain tax positions (4)0.55.0
Total$2,197.1$2,235.9

(1)Long-term debt amounts consist only of principal obligations, excluding debt issuance costs.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(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, 2024 floor plan facility balance, the weighted-average interest rate for the three months ended December 31, 2024 of 6.09% and the assumption that floor plan balances at December 31, 2024 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 Credit Facilities (or any replacements thereof), the Mortgage Facilities (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 a subsequent recovery of inventory levels, in addition to the effects of other macroeconomic conditions, this historical seasonality did not play out in 2023 or 2024 and may not hold true in 2025. 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.

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, 2024, our future gross minimum lease payments related to properties subleased to buyers of sold dealerships totaled approximately $3.7 million. Future sublease payments expected to be received related to these lease payments were approximately $3.9 million at December 31, 2024.

In accordance with the terms of agreements entered into for the sale of our dealerships, we generally agree to indemnify the buyer from certain liabilities and costs arising subsequent to the date of sale, including environmental exposure and exposure resulting from the breach of representations or warranties made in accordance with the agreements. While our exposure with respect to environmental remediation is difficult to quantify, our maximum exposure associated with these general indemnifications was approximately $2.2 million as of December 31, 2024 and there was not any material exposure with respect to these indemnifications as of December 31, 2023. These indemnifications typically expire within a period of one to three years following the date of sale.

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.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

There were no significant liabilities related to legal matters as of December 31, 2024 and December 31, 2023.

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