SONIC AUTOMOTIVE INC
For the period ended Apr 30, 2026. Filed Apr 30, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Apr 30, 2026 · Filed Apr 30, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Unaudited Condensed Consolidated Financial Statements
- Summary of Significant Accounting Policies
Basis of Presentation– The accompanying unaudited condensed consolidated financial statements of Sonic Automotive, Inc. and its wholly owned subsidiaries (collectively referred to herein as “Sonic,” the “Company,” “we,” “us” or “our”) for the three months ended March 31, 2026 and 2025 are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (the “U.S.”) (“GAAP”) for interim financial information and applicable rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect, in the opinion of management, all material normal, recurring adjustments necessary to fairly state the financial position, results of operations and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2025. Due to rounding, segment level financial data may not sum to consolidated results.
Recent Accounting Pronouncements– Please refer to Note 1, “Description of Business and Summary of Significant Accounting Policies,” to the consolidated financial statements in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2025 for further discussion of recent accounting pronouncements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (ASC Topic 740): Improvements to Income Tax Disclosures.” The amendments require the disclosure of a reconciliation between income tax expense from continuing operations and the amount computed by multiplying income from continuing operations before income taxes by the applicable statutory rate as well as an annual disaggregation of the income tax rate reconciliation between certain specified categories by both percentage and reported amounts, along with other changes to income tax disclosure requirements. The standard will be effective for fiscal years beginning after December 15, 2024, and interim periods for fiscal years beginning after December 15, 2025. We have implemented the provisions of ASU 2023-09. See Note 7, “Income Taxes,” to the consolidated financial statements in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2025 for the additional disclosures required by ASC Topic 740.
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.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States. The bill contains a range of tax reforms affecting businesses, including the immediate expensing of research and development expenditures, 100% bonus depreciation on qualified property, and various other provisions effective in tax years 2026 through 2029. After evaluating the OBBBA’s provisions, we have determined that the impact of these changes on its consolidated financial statements for the current reporting period is immaterial. Provisions taking effect in 2026 will affect the deductibility of executive compensation and charitable contributions and will contribute to a higher overall income tax rate. We will continue to monitor future guidance and assess any additional implications for subsequent periods.
Principles of Consolidation– All of our dealership and non-dealership subsidiaries are wholly owned and consolidated in the accompanying unaudited condensed consolidated financial statements. All material intercompany balances and transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. Certain amounts and percentages may not compute due to rounding.
Revenue Recognition –Revenue is recognized when a customer obtains control of promised goods or services and in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. We do not include the cost of obtaining contracts within the related revenue streams since we elected the practical expedient to expense the costs to obtain a contract when incurred.
Management has evaluated our established business processes, revenue transaction streams and accounting policies, and identified our material revenue streams to be: (1) the sale of new vehicles; (2) the sale of used vehicles to retail customers; (3) the sale of wholesale used vehicles at third-party auctions; (4) the arrangement of third-party vehicle financing and the sale of third-party service, warranty and other insurance contracts; and (5) the performance of vehicle maintenance and repair services and the sale of related parts and accessories. The transaction price for a retail vehicle sale is specified in the contract with the customer and encompasses both cash and non-cash considerations. In the context of a retail vehicle sale, customers frequently trade in their existing vehicles. The value of this trade-in is determined based on its stand-alone selling price as specified in the contract, utilizing various third-party pricing sources. There are no other non-cash forms of consideration associated with retail sales, and sales are reported net of sales tax and other similar assets. Generally, performance obligations are satisfied when the associated vehicle is either delivered to a customer and customer acceptance has occurred, over time as the maintenance and repair services are performed, or at the time of wholesale and retail parts sales. We do not have any revenue streams with significant financing components as payments are typically received within a short period of time following completion of the performance obligation(s).
Retrospective finance and insurance revenues (“F&I retro revenues”) are recognized when the product contract has been executed with the end customer and the transaction price is estimated each reporting period based on the expected value method using historical and projected data. F&I retro revenues can vary based on a variety of factors, including number of contracts and history of cancellations and claims. Accordingly, we utilize this historical and projected data to constrain the consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
We record revenue when vehicles are delivered to customers, as vehicle service work is performed and when parts are delivered. Conditions for completing a sale include having an agreement with the customer, including pricing, and it being probable that the proceeds from the sale will be collected.
The accompanying unaudited condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 include approximately $5.8 million and $7.0 million, respectively, related to contract assets from F&I retro revenues recognition, which are recorded in receivables, net. In addition, we recorded approximately $10.2 million related to contract assets from F&I retro revenues recognition in other assets as of both March 31, 2026 and December 31, 2025. Changes in contract assets from December 31, 2025 to March 31, 2026 were primarily due to ordinary business activity, including the receipt of cash for amounts earned and recognized in prior periods. Please refer to Note 1, “Description of Business and Summary of Significant Accounting Policies,” to the consolidated financial statements in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2025 for further discussion of our revenue recognition policies and processes.
Earnings Per Share– The calculation of diluted earnings per share considers the potential dilutive effect of outstanding restricted stock units, restricted stock and stock options granted under Sonic’s stock compensation plans (and any non-forfeitable dividends paid on such awards).
- Business Acquisitions and Dispositions
During the three months ended March 31, 2026 and the three months ended March 31, 2025, we didnot acquire any businesses.
During the three months ended March 31, 2026, we disposed ofthree mid-line import franchised dealerships andone domestic franchised dealership. The disposal of these four franchised dealerships and related real estate generated net cash of approximately $40.2 million and $18.5 million, respectively, for combined gross proceeds of $58.7 million and generated a pre-tax gain on disposal of approximately $5.1 million. During the three months ended March 31, 2025, we terminatedone franchise within the Powersports Segment.
- Inventories
Inventories consist of the following:
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| (In millions) | ||
| New vehicles | $1,193.5 | $1,140.1 |
| Used vehicles | 570.6 | 523.8 |
| Service loaners (1) | 246.2 | 233.1 |
| Parts, accessories and other | 113.3 | 115.9 |
| Inventories | $2,123.6 | $2,012.9 |
(1)Service loaner inventory includes approximately $34.9 million and $35.7 million as of March 31, 2026 and December 31, 2025, respectively, related to vehicles that are leased directly from the manufacturer on a short-term basis. A corresponding liability is included within notes payable - floor plan - trade on the accompanying unaudited condensed consolidated balance sheets.
- Property and Equipment
Property and equipment, net consists of the following:
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| (In millions) | ||
| Land | $463.1 | $470.1 |
| Buildings and improvements | 1,543.4 | 1,556.8 |
| Furniture, fixtures and equipment | 579.0 | 565.7 |
| Construction in progress | 74.1 | 59.3 |
| Total, at cost | 2,659.6 | 2,651.9 |
| Less accumulated depreciation | (1,112.9) | (1,087.0) |
| Subtotal | 1,546.7 | 1,564.9 |
| Less assets held for sale (1) | (0.9) | (2.0) |
| Property and equipment, net | $1,545.8 | $1,562.9 |
(1)Classified in other current assets in the accompanying unaudited condensed consolidated balance sheets.
Capital expenditures were approximately $37.0 million and $45.0 million in the three months ended March 31, 2026 and 2025, respectively. Capital expenditures in all periods were primarily related to construction of new franchised dealerships and powersports stores, and building improvements and equipment purchased for use in our franchised dealerships, EchoPark and powersports stores. Certain capital expenditures are recognized in the Franchised Dealerships Segment to better monitor project development costs prior to transferring the capitalized asset balance to the appropriate entity or operating segment upon project completion. Assets held for sale as of March 31, 2026 and December 31, 2025 consisted of real property not currently used in operations that we expect to dispose of in the next 12 months.
Fixed asset impairment charges for the three months ended March 31, 2026 were approximately $0.4 million, which was related to the impairment of a construction project that was canceled. Fixed asset impairment charges for the three months ended March 31, 2025 were approximately $0.2 million, which was related to property held for sale.
During the current quarter, the estimated useful lives of buildings and improvement assets were evaluated based on historical experience and industry practices. As a result, certain building and improvement assets were adjusted, resulting in a reduction of approximately $4.6 million in quarterly depreciation expense for the three months ended March 31, 2026.
- Goodwill and Intangible Assets
The changes in the carrying amount of goodwill for the year ended December 31, 2025 and the three months ended March 31, 2026 were as follows:
| Franchised Dealerships Segment | EchoPark Segment | Powersports Segment | Total | |
|---|---|---|---|---|
| (In millions) | ||||
| Balance at December 31, 2024 (1) | $331.2 | $— | $27.3 | $358.5 |
| Additions through current year acquisitions | 64.2 | — | — | 64.2 |
| Reductions from dispositions | (0.7) | — | — | (0.7) |
| Prior year acquisition allocations | (0.2) | — | — | (0.2) |
| Balance at December 31, 2025 (1) | $394.5 | $— | $27.3 | $421.8 |
| Reductions from dispositions | (3.0) | — | — | (3.0) |
| Balance at March 31, 2026 (1) | $391.5 | $— | $27.3 | $418.8 |
(1)Net of accumulated impairment losses of $1.1 billion and $202.9 million related to the Franchised Dealerships Segment and the EchoPark Segment, respectively.
The changes in the carrying amount of franchise assets for the year ended December 31, 2025 and the three months ended March 31, 2026 were as follows:
| Franchised Dealerships Segment | EchoPark Segment | Powersports Segment | Total | |
|---|---|---|---|---|
| (In millions) | ||||
| Balance at December 31, 2024 | $382.6 | $— | $47.7 | $430.3 |
| Additions through current year acquisitions | 202.0 | — | — | 202.0 |
| Reductions from dispositions | (5.1) | — | (0.7) | (5.8) |
| Reductions from impairment | (165.9) | — | (6.5) | (172.4) |
| Balance at December 31, 2025 | $413.6 | $— | $40.5 | $454.1 |
| Reductions from dispositions | (17.2) | — | — | (17.2) |
| Balance at March 31, 2026 | $396.4 | $— | $40.5 | $436.9 |
- Long-Term Debt
Long-term debt consists of the following:
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| (In millions) | ||
| Revolving Credit Facility (1) | $— | $— |
| 4.625% Senior Notes due 2029 (the “4.625% Notes”) | 650.0 | 650.0 |
| 4.875% Senior Notes due 2031 (the “4.875% Notes”) | 500.0 | 500.0 |
| Mortgage Facility and Sidecar Facility (2) | 432.0 | 455.8 |
| Bridge Facility (3) | 150.0 | — |
| Mortgage notes to finance companies - fixed rate, bearing interest at 4.40% | 14.9 | 29.4 |
| Subtotal | $1,746.9 | $1,635.2 |
| Debt issuance costs | (19.3) | (19.8) |
| Total debt | 1,727.6 | 1,615.4 |
| Less current maturities | (192.5) | (52.4) |
| Long-term debt | $1,535.1 | $1,563.0 |
(1)The interest rate on the Revolving Credit Facility (as defined below) was 125 basis points above one-month Adjusted Term SOFR (as defined in the Credit Facilities) at both March 31, 2026 and December 31, 2025.
(2)The interest rate on the Mortgage Facility and Sidecar Facility (each as defined below) was 150 basis points above one-month Adjusted Term SOFR (as defined in each of the Mortgage Facility and Sidecar Facility) at both March 31, 2026 and December 31, 2025.
(3)The interest rate on the Bridge Facility (as defined below) was 250 basis points above one-month Term SOFR (as defined in the Bridge Facility) at March 31, 2026.
Credit Facilities
Our 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 (as amended to date, the “Credit Agreement”), provides for a syndicated revolving credit facility (the “Revolving Credit Facility”) and syndicated new and used vehicle floor plan facilities (the “Floor Plan Facilities” and, together with the Revolving Credit Facility, the “Credit Facilities”). The Credit Facilities are guaranteed by the Company and certain of its subsidiaries and are secured by a pledge of substantially all of the guarantors’ assets subject to certain exceptions, including floor plan agreements with various manufacturer-affiliated captive finance companies.
On March 13, 2024, we amended and restated our Credit Agreement (the “Sixth Credit Facility Amendment”) to extend the maturity date to March 13, 2029, with an optional one-year extension. The Sixth Credit Facility Amendment includes aggregate commitments of $2.4 billion and includes an accordion feature allowing for an increase in the commitments of up to $450.0 million allocated between the three facilities on a pro rata basis. Under the Sixth Credit Facility Amendment, the Revolving Credit Facility commitment can neither be reduced below $50.0 million nor consist of more than 40% of the aggregate commitments under the Credit Facilities.
In addition, the Sixth Credit Facility Amendment increased the basket for unrestricted quarterly dividends from $0.12 to $0.18 per share of qualified capital stock, provided additional flexibility for the Company to make asset sales and repurchases of its qualified capital stock, removed the consolidated liquidity ratio covenant, and clarified that “Adjusted Term SOFR” (as defined in the Credit Agreement) is inclusive of a 10 basis point credit spread adjustment. Amounts outstanding under the Credit Facilities bear interest at Adjusted Term SOFR plus credit spreads indicated by our Consolidated Total Lease Adjusted Leverage Ratio (as defined in the Credit Agreement).
As of March 31, 2026, the aggregate commitments consisted of $1.5 billion for the new vehicle floor plan, $550.0 million for the used vehicle floor plan and $350.0 million for the Revolving Credit Facility. Availability under the Revolving Credit Facility is calculated as the lesser of the $350.0 million commitment or a borrowing base collateralized by eligible assets, less any outstanding letters of credit and borrowings. As of March 31, 2026, the Revolving Borrowing Base was $306.3 million and we had $11.7 million in outstanding letters of credit andno borrowings, resulting in $294.6 million of availability.
Senior Notes
On October 27, 2021, we issued two series of Senior Notes: $650.0 million bearing interest at 4.625% and maturing on November 15, 2029 (the “4.625% Notes”) and $500.0 million bearing interest at 4.875% and maturing on November 15, 2031 (the “4.875% Notes” and together with the 4.625% Notes, the “Senior Notes”). We used the net proceeds from the issuances to fund the acquisition of RFJ Auto Partners, Inc. and its subsidiaries and to repay existing debt.
The Senior Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company’s domestic operating subsidiaries. Under certain circumstances, the guarantees of the subsidiaries comprising the EchoPark Business (as defined in the indentures governing the Senior Notes (the “Indentures”)) may be released. The Indentures contain customary restrictive covenants and default provisions. Interest on the Senior Notes is payable semi-annually in arrears on May 15 and November 15 of each year.
The Senior notes are redeemable, in whole or in part, at any time during the twelve-month period beginning on November 15 of each year at the redemption prices (expressed as percentages of the principal amount thereof) set forth below:
| Redemption Price | ||
|---|---|---|
| Year | 4.625% Notes | 4.875% Notes |
| 2025 | 101.156% | No Call |
| 2026 | 100.000% | 102.438% |
| 2027 | 100.000% | 101.625% |
| 2028 | 100.000% | 100.813% |
| 2029 and thereafter | 100.000% | |
Before November 15, 2026, we may redeem all or part of the 4.875% Notes, subject to a make-whole premium.
Mortgage Facility and Sidecar Facility
On November 22, 2019, we entered into an agreement between, among others, the Company and PNC Bank, N.A., as administrative agent, providing for both revolving credit and delayed draw term loans (as amended to date, the “Mortgage Facility”).
On March 22, 2024, we amended the Mortgage Facility to conform to the terms of the Sixth Credit Facility Amendment.
On May 17, 2024, we incurred a $78.0 million term loan as required under the Mortgage Facility in order to achieve full term loan utilization.
On December 27, 2024, we entered into an agreement, which established a syndicated mortgage loan facility (the “Sidecar Facility”) providing an incremental $149.1 million of term loan commitments. Though the Sidecar Facility is distinct and separate from the Mortgage Facility, the two facilities contain similar terms and conditions, are coterminous, and use one month Adjusted Term SOFR as a base rate with the same pricing grid.
On October 24, 2025, we incurred an additional $149.1 million term loan as required under the Sidecar Facility in order to achieve full utilization.
Interest on the Mortgage Facility and Sidecar Facility is paid monthly in arrears. Amortizing principal payments are 1.875% of the cumulative amount drawn on the term loan portion of Mortgage Facility and Sidecar Facility 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 either facility at any time without premium or penalty provided that the prepayment amount exceeds $0.5 million.
As of March 31, 2026, we had $291.6 million of outstanding term borrowings and $95.0 million available for revolving loans under the Mortgage Facility. In addition, we had $140.3 million of outstanding term borrowings under the Sidecar Facility.
Bridge Facility
On March 27, 2026, we entered into a Bridge Facility Credit Agreement with PNC Bank, N.A. as administrative agent and lender, which provided for a senior unsecured term loan facility in an aggregate principal amount of $150.0 million (the “Bridge Facility”). We borrowed the full $150.0 million available on the closing date. The Bridge Facility contains certain covenants and events of default which are similar to the Mortgage Facility and Sidecar Facility and will mature on the earlier of the date that is 364 days after the closing date or the occurrence of a refinancing of the Mortgage Facility. Amounts outstanding under the Bridge Facility bear interest at a rate equal to Term SOFR plus 2.50% per annum which is paid monthly in arrears. We have the right to prepay outstanding principal under the Bridge Facility at any time without premium or penalty provided that the prepayment amount exceeds $0.5 million.
Mortgage Notes to Finance Companies
Our mortgage notes (excluding the Mortgage Facility, Sidecar Facility, and Bridge Facility) had a weighted-average interest rate of 4.40% and a combined principal balance of $14.9 million as of March 31, 2026. These mortgage notes require monthly payments of principal and interest through their respective maturities, are secured by underlying properties or other collateral and contain certain cross-default provisions. These mortgage notes mature in 2028.
Covenants
The Credit Facilities, Mortgage Facility, Sidecar Facility and Bridge Facility each contain covenants which could prohibit indebtedness, liens, the payment of excess dividends and other restricted payments, capital expenditures and material dispositions and acquisitions of assets. The facilities contain other covenants and default provisions, including cross defaults to other material indebtedness, change of control events and other events of default customary for commercial credit facilities. Upon the occurrence of an event of default, we could be required to repay all outstanding amounts under these facilities. The facilities permit quarterly cash dividends on our Class A and Class B Common Stock up to $0.18 per share so long as no continuing Event of Default (as defined within each applicable agreement) has occurred and provided that we remain in compliance with all financial covenants. Dividends greater than $0.18 per share are subject to the limitations on restricted payments set forth in each agreement. After giving effect to the applicable restrictions, as of March 31, 2026, we had approximately $282.0 million of net income and retained earnings free of such restrictions.
Financial covenants for the Credit Facilities, Mortgage Facility, Sidecar Facility and Bridge Facility include a minimum Consolidated Fixed Charge Coverage Ratio (as defined in each agreement) of 1.20 to 1.00 and a maximum Consolidated Total Lease Adjusted Leverage Ratio (as defined in each agreement) of 5.75 to 1.00. Similar financial covenants apply to our Senior Notes as well as to certain facility leases and their related guaranty agreements. We remain in compliance with all restrictive covenants as of March 31, 2026.
Derivative Instruments and Hedging Activities
As of March 31, 2026, we had interest rate cap agreements with the following notional amounts, cap rates and maturities to help limit our exposure to potentially increasing interest rates on the Floor Plan Facilities and Mortgage Facility. Settlements are evaluated monthly and paid by the counterparties when one-month Term SOFR exceeds the cap rate. Payments are calculated based on the notional amounts multiplied by the difference between one-month Term SOFR and the cap rates and are recognized as a reduction in interest expense. The total unamortized premium amount related to the outstanding interest rate caps was $2.5 million as of March 31, 2026 which will be amortized as a reduction in interest expense over each cap’s remaining term. The fair value of the outstanding interest rate caps was $0.3 million at March 31, 2026 included in other assets in the accompanying unaudited condensed consolidated balance sheets.
| Notional Amount | Cap Rate (1) | Receive Rate (1) | Start Date | Maturing Date |
|---|---|---|---|---|
| (In millions) | ||||
| $400.0 | 5.500% | one-month Term SOFR | March 13, 2025 | December 31, 2026 |
| $200.0 | 5.500% | one-month Term SOFR | March 17, 2025 | November 17, 2027 |
| $400.0 | 5.500% | one-month Term SOFR | March 13, 2025 | December 29, 2028 |
(1) One-month Term SOFR was approximately 3.66% at March 31, 2026.
The interest rate caps have been designated and qualify as cash flow hedges and, as a result, changes in the fair value of these instruments are recorded in total other comprehensive income (loss) before taxes in the accompanying consolidated statements of comprehensive operations.
For further discussion, see Note 6, “Long-Term Debt,” to the consolidated financial statements in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2025.
- Commitments and Contingencies
Guarantees and Indemnification Obligations
In accordance with the terms of our operating lease agreements, our dealership subsidiaries, acting as lessees, generally agree to indemnify the lessor from certain exposure arising as a result of the use of the leased premises, including environmental exposure and repairs to leased property upon termination of the lease. In addition, we have generally agreed to indemnify the lessor in the event of a breach of the lease by the lessee.
In connection with dealership dispositions and facility relocations, certain of our subsidiaries have assigned or sublet to the buyer their interests in real property leases associated with such dealerships. In general, the subsidiaries retain responsibility for the performance of certain obligations under such leases, including rent payments and repairs to leased property upon termination of the lease, to the extent that the assignee or the sublessee does not perform. In the event an assignee or a sublessee does not perform its obligations, Sonic remains liable for such obligations.
In accordance with the terms of agreements entered into for the sales of our dealerships, we generally agree to indemnify the buyer from certain liabilities and costs arising subsequent to the date of sale, including environmental exposure and exposure resulting from the breach of representations or warranties made in accordance with the agreements. While our exposure with respect to environmental remediation is difficult to quantify, our maximum exposure associated with these general indemnifications was approximately $13.7 million as of March 31, 2026 and $3.0 million as of December 31, 2025. These indemnifications typically expire within a period ofone tothree years following the date of sale. The estimated fair value of these indemnifications was not material and the amount recorded for this contingency was not significant at March 31, 2026.
Legal Matters
Sonic is involved, and expects to continue to be involved, in various legal and administrative proceedings arising out of the conduct of its business, including regulatory investigations and private civil actions brought by plaintiffs purporting to represent a potential class or for which a class has been certified. Although Sonic vigorously defends itself in all legal and administrative proceedings, the outcomes of pending and future proceedings arising out of the conduct of Sonic’s business, including litigation with customers, employment-related lawsuits, contractual disputes, class actions, purported class actions and actions brought by governmental authorities, cannot be predicted with certainty. An unfavorable resolution of one or more of these matters could have a material adverse effect on Sonic’s business, financial condition, results of operations, cash flows or prospects.
There were no significant liabilities recorded related to legal matters as of March 31, 2026 and December 31, 2025.
- Fair Value Measurements
Assets and liabilities recorded at fair value in the accompanying unaudited condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 were as follows:
| Fair Value Based on Significant Other Observable Inputs (Level 2) | ||
|---|---|---|
| March 31, 2026 | December 31, 2025 | |
| (In millions) | ||
| Assets: | ||
| Cash surrender value of life insurance policies (1) | $53.8 | $53.2 |
| Interest rate caps designated as hedges (2) | 0.3 | 0.1 |
| Total assets | $54.1 | $53.3 |
(1)Included in other assets in the accompanying unaudited condensed consolidated balance sheets.
(2)Included in other current assets in the accompanying unaudited condensed balance sheets.
As of March 31, 2026 and December 31, 2025, the fair values of Sonic’s financial instruments, including receivables, notes receivable from finance contracts, notes payable – floor plan, trade accounts payable and borrowings under our variable interest rate credit facilities approximated their carrying values due either to length of maturity or existence of variable interest rates that approximate prevailing market rates.
As of March 31, 2026 and December 31, 2025, the fair value and the carrying value of Sonic’s significant fixed rate long-term debt were as follows:
| March 31, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Fair Value | Carrying Value | Fair Value | Carrying Value | |
| (In millions) | ||||
| 4.875% Notes (1) | $471.3 | $500.0 | $478.8 | $500.0 |
| 4.625% Notes (1) | $625.6 | $650.0 | $630.5 | $650.0 |
| Mortgage Notes (2) | $14.6 | $14.9 | $28.7 | $29.4 |
(1)As determined by market quotations from similar securities as of March 31, 2026 and December 31, 2025, respectively (Level 2).
(2)As determined by the DCF method (Level 2).
For further discussion of Sonic’s fair value measurements, see Note 11, “Fair Value Measurements,” to the consolidated financial statements in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2025.
- Segment Information
As of March 31, 2026, Sonic hadthree operating segments: (1) the Franchised Dealerships Segment; (2) the EchoPark Segment; and (3) the Powersports Segment. Refer to Note 1, “Description of Business and Summary of Significant Accounting Policies,” to the consolidated financial statements in Sonic’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional discussion of our operating segments. Sonic has determined that its operating segments also represent its reportable segments.
The reportable segments identified above are the business activities of Sonic for which discrete financial information is available and for which operating results are regularly reviewed by Sonic’s chief operating decision maker to assess operating performance and allocate resources. Sonic’s chief operating decision maker is a group of three individuals consisting of: (1) the Company’s Chief Executive Officer; (2) the Company’s President; and (3) the Company’s Chief Financial Officer. The chief operating decision makers evaluate segment performance and allocate resources using metrics such as segment gross profit and segment income. These segment profit metrics are consistent across all segments and align with the way we measure profit on a consolidated basis. The accounting policies applied to segments follow those for the Company as a whole.
Reportable segment financial information for the three months ended March 31, 2026 and 2025 were as follows:
Franchised Dealerships Segment - Reported
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (In millions) | ||
| Revenues: | ||
| Retail new vehicles | $1,585.2 | $1,636.9 |
| Fleet new vehicles | 20.7 | 22.1 |
| Used vehicles | 768.7 | 745.6 |
| Wholesale vehicles | 43.9 | 54.6 |
| Parts, service and collision repair | 509.3 | 467.4 |
| Finance, insurance and other, net | 139.3 | 130.6 |
| Cost of sales: | ||
| Retail new vehicles | (1,504.0) | (1,550.2) |
| Fleet new vehicles | (20.3) | (21.5) |
| Used vehicles | (728.2) | (705.7) |
| Wholesale vehicles | (45.7) | (55.6) |
| Parts, service and collision repair | (248.2) | (230.2) |
| Segment gross profit | $520.7 | $494.0 |
| Selling, general and administrative expenses: | ||
| Compensation | (240.1) | (226.4) |
| Advertising | (18.7) | (15.8) |
| Rent | (12.4) | (9.7) |
| Other (1) | (103.2) | (74.0) |
| Depreciation and amortization | (31.7) | (33.4) |
| Other income (expense): | ||
| Interest expense, floor plan | (16.0) | (16.3) |
| Interest expense, other, net | (27.3) | (26.6) |
| Other income (expense), net | 0.1 | 0.1 |
| Segment income | $71.4 | $91.9 |
(1)Other selling, general and administrative expenses include various fixed and variable expenses, including gain or loss on disposal of franchises, facility repairs and maintenance, utilities, property taxes, certain customer-related costs such as gasoline and service loaners, and insurance, training, legal and information technology expenses.
EchoPark Segment - Reported
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (In millions) | ||
| Revenues: | ||
| Used vehicles | $491.8 | $473.7 |
| Wholesale vehicles | 27.3 | 27.3 |
| Finance, insurance and other, net | 61.4 | 58.7 |
| Cost of Sales: | ||
| Used vehicles | (485.5) | (468.3) |
| Wholesale vehicles | (27.1) | (27.5) |
| Segment gross profit | $67.9 | $63.9 |
| Selling, general and administrative expenses: | ||
| Compensation | (26.9) | (25.9) |
| Advertising | (8.3) | (7.7) |
| Rent | 2.7 | (0.7) |
| Other (1) | (10.2) | (10.5) |
| Depreciation and amortization | (5.7) | (5.2) |
| Other income (expense): | ||
| Interest expense, floor plan | (3.0) | (3.1) |
| Interest expense, other, net | (0.3) | (0.4) |
| Other income (expense), net | — | (0.1) |
| Segment income (loss) | $16.2 | $10.3 |
(1)Other selling, general and administrative expenses include various fixed and variable expenses, including facility repairs and maintenance, utilities, property taxes, certain customer-related costs such as gasoline, and insurance, training, legal and information technology expenses.
Powersports Segment - Reported
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (In millions) | ||
| Revenues: | ||
| Retail new vehicles | $22.3 | $19.4 |
| Used vehicles | 9.2 | 5.7 |
| Wholesale vehicles | 0.2 | 0.8 |
| Parts, service and collision repair | 7.4 | 7.0 |
| Finance, insurance and other, net | 1.8 | 1.5 |
| Cost of Sales: | ||
| Retail new vehicles | (19.1) | (16.7) |
| Used vehicles | (7.6) | (4.6) |
| Wholesale vehicles | (0.2) | (1.0) |
| Parts, service and collision repair | (3.9) | (3.6) |
| Segment gross profit | $10.1 | $8.5 |
| Selling, general and administrative expenses: | ||
| Compensation | (7.3) | (6.2) |
| Advertising | (0.3) | (0.2) |
| Rent | — | 0.2 |
| Other (1) | (2.3) | (3.4) |
| Depreciation and amortization | (1.2) | (1.2) |
| Other income (expense): | ||
| Interest expense, floor plan | (0.4) | (0.5) |
| Interest expense, other, net | (0.7) | (0.7) |
| Other income (expense), net | 0.1 | — |
| Segment income (loss) | $(2.0) | $(3.5) |
(1)Other selling, general and administrative expenses include various fixed and variable expenses, including gain or loss on disposal of franchises, facility repairs and maintenance, utilities, property taxes, certain customer-related costs such as gasoline, insurance, training, legal and information technology expenses.
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (In millions) | ||
| Segment Income (Loss) (1): | ||
| Franchised Dealerships Segment (2) | $71.4 | $91.9 |
| EchoPark Segment (3) | 16.2 | 10.3 |
| Powersports Segment (4) | (2.0) | (3.5) |
| Total segment income | $85.6 | $98.7 |
| Impairment charges (5) | (0.4) | (1.4) |
| Income before taxes | $85.1 | $97.4 |
(1)Segment income (loss) for each segment is defined as income (loss) before taxes and impairment charges. Due to rounding, segment level financial data may not sum to consolidated results.
(2)For the three months ended March 31, 2026, amount includes approximately $5.1 million of pre-tax gain related to dispositions. For the three months ended March 31, 2025, amount includes approximately $30.0 million of pre-tax benefit in cyber insurance proceeds related to a cybersecurity incident impacting certain of our information systems provided by CDK Global in the second quarter of 2024 (the “CDK outage”), approximately $0.9 million of pre-tax charges related to storm damage, and approximately $0.3 million of pre-tax charges related to disposition losses.
(3)For the three months ended March 31, 2026, amount includes approximately $3.6 million of pre-tax gain related to the termination of leases. For the three months ended March 31, 2025, amount includes approximately $0.2 million of pre-tax gain on sale of EchoPark property.
(4)For the three months ended March 31, 2025, amount includes approximately $0.9 million of pre-tax charges related to disposition losses.
(5)For the three months ended March 31, 2026, amount includes approximately $0.4 million of non-cash pre-tax impairment charges related to construction-in-progress projects for the Franchised Dealerships Segment. For the three months ended March 31, 2025, amount includes approximately $0.2 million of pre-tax property and equipment charges for real estate held for sale in the EchoPark Segment and approximately $1.1 million of pre-tax property, equipment and right-of-use asset charges for the Powersports Segment.
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (In millions) | ||
| Segment Capital Expenditures: | ||
| Franchised Dealerships Segment | $35.9 | $44.5 |
| EchoPark Segment | 0.7 | 0.2 |
| Powersports Segment | 0.4 | 0.3 |
| Total capital expenditures | $37.0 | $45.0 |
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| (In millions) | ||
| Segment Assets: | ||
| Franchised Dealerships Segment | $4,939.3 | $4,933.9 |
| EchoPark Segment | 562.7 | 506.1 |
| Powersports Segment | 234.9 | 224.4 |
| Corporate and other: | ||
| Cash and cash equivalents | 5.7 | 6.3 |
| Floor plan deposit balance | 375.0 | 300.0 |
| Total assets | $6,117.6 | $5,970.7 |
- Subsequent Events
Subsequent to March 31, 2026, in an effort to expand and diversify our business, we acquired one business (consisting of six locations) in our Powersports Segment for an aggregate gross purchase price of $66.2 million, including goodwill, inventory, real estate and other assets. The businesses were acquired as of April 13, 2026 and April 20, 2026 and dealership locations include San Diego Harley-Davidson (San Diego, California), Falcon’s Fury Harley-Davidson (Conyers, Georgia), Space Coast Harley-Davidson (Palm Bay, Florida), Treasure Coast Harley-Davidson (Stuart, Florida), Raging Bull Harley-Davidson (Durham, North Carolina), in addition to one authorized retail outlet location, Cocoa Beach Harley-Davidson (Cocoa Beach, Florida).
Additionally, subsequent to March 31, 2026, we repurchased approximately 0.1 million shares of our Class A Common Stock for approximately $6.2 million. During this period, Sonic’s Board of Directors increased the Company’s share repurchase authorization by $500.0 million for future repurchases of shares of our Class A Common Stock, resulting in current remaining availability of approximately $528.0 million.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.