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UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-13395 SONIC AUTOMOTIVE, INC. (Exact name of registrant as specified in its charter) DELAWARE 56-201079 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5401 E. Independence Blvd., Charlotte, North Carolina 28212 (Address of principal executive offices) (Zip Code) (704) 532-3320 (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No As of August 13, 1999, there were 23,446,847 shares of Class A Common Stock and 12,300,000 shares of Class B Common Stock outstanding. INDEX TO FORM 10-Q <TABLE> <CAPTION> PAGE ---- <S> <C> PART I - FINANCIAL INFORMATION ITEM 1. Consolidated Financial Statements (Unaudited) 3 Consolidated Statements of Income - Three-month periods ended June 30, 1998 and June 30, 1999 Consolidated Statements of Income - Six-month periods ended June 30, 1998 and June 30, 1999 Consolidated Balance Sheets - December 31, 1998 and June 30, 1999 Consolidated Statement of Stockholders' Equity - Six-month period ended June 30, 1999 Consolidated Statements of Cash Flows - Six-month periods ended June 30, 1998 and June 30, 1999 Notes to Unaudited Consolidated Financial Statements ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 15 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 22 PART II - OTHER INFORMATION ITEM 2. Changes in Securities and Use of Proceeds 22 ITEM 4. Submission of Matters to a Vote of Security Holders 23 ITEM 6. Exhibits and Reports on Form 10-Q 24 SIGNATURES 25 </TABLE> PART I - FINANCIAL INFORMATION ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS. SONIC AUTOMOTIVE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Dollars and shares in thousands except per share amounts) (Unaudited) <TABLE> <CAPTION> THREE MONTHS ENDED JUNE 30, 1998 1999 -------------- --------------- <S> <C> <C> REVENUES: Vehicle sales $ 339,531 $ 632,154 Parts, service and collision repair 39,175 74,401 Finance and insurance (Note 1) 7,426 16,975 -------------- --------------- Total revenues 386,132 723,530 COST OF SALES (Note 1) 337,868 629,269 -------------- --------------- GROSS PROFIT 48,264 94,261 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 34,475 67,429 DEPRECIATION AND AMORTIZATION 1,010 2,244 -------------- --------------- OPERATING INCOME 12,779 24,588 OTHER INCOME AND EXPENSE: Interest expense, floor plan 3,679 4,926 Interest expense, other 1,677 3,748 Other income 7 316 -------------- --------------- Total other expense 5,349 8,358 -------------- --------------- INCOME BEFORE INCOME TAXES 7,430 16,230 PROVISION FOR INCOME TAXES 2,762 6,129 -------------- --------------- NET INCOME $ 4,668 $ 10,101 ============== =============== BASIC EARNINGS PER SHARE (Note 6) $ 0.21 $ 0.34 ============== =============== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 22,555 30,095 ============== =============== DILUTED EARNINGS PER SHARE (Note 6) $ 0.20 $ 0.30 ============== =============== WEIGHTED AVERAGE NUMBER OF DILUTED SHARES OUTSTANDING 23,717 34,088 ============== =============== </TABLE> See notes to unaudited consolidated financial statements. 3 SONIC AUTOMOTIVE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Dollars and shares in thousands except per share amounts) (Unaudited) <TABLE> <CAPTION> SIX MONTHS ENDED JUNE 30, 1998 1999 -------------- --------------- <S> <C> <C> REVENUES: Vehicle sales $ 569,110 $ 1,153,421 Parts, service and collision repair 68,311 134,026 Finance and insurance (Note 1) 12,690 29,535 -------------- --------------- Total revenues 650,111 1,316,982 COST OF SALES (Note 1) 567,689 1,144,646 -------------- --------------- GROSS PROFIT 82,422 172,336 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 60,392 124,643 DEPRECIATION AND AMORTIZATION 1,825 4,151 -------------- --------------- OPERATING INCOME 20,205 43,542 OTHER INCOME AND EXPENSE: Interest expense, floor plan 6,555 9,397 Interest expense, other 2,761 7,391 Other income 15 324 -------------- --------------- Total other expense 9,301 16,464 -------------- --------------- INCOME BEFORE INCOME TAXES 10,904 27,078 PROVISION FOR INCOME TAXES 4,100 10,290 -------------- --------------- NET INCOME $ 6,804 $ 16,788 ============== =============== BASIC EARNINGS PER SHARE (Note 6) $ 0.30 $ 0.62 ============== =============== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 22,527 27,259 ============== =============== DILUTED EARNINGS PER SHARE (Note 6) $ 0.29 $ 0.54 ============== =============== WEIGHTED AVERAGE NUMBER OF DILUTED SHARES OUTSTANDING 23,274 31,044 ============== =============== </TABLE> See notes to unaudited consolidated financial statements. 4 SONIC AUTOMOTIVE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS <TABLE> <CAPTION> JUNE 30, DECEMBER 31, 1999 1998 (UNAUDITED) --------------- ------------ --- (IN THOUSANDS) <S> <C> <C> ASSETS CURRENT ASSETS: Cash and cash equivalents $ 51,834 $ 60,526 Receivables (net of allowance for doubtful accounts of $700,000 and $1,104,000 at December 31, 1998 and June 30, 1999, respectively) 39,902 48,232 Inventories (Note 3) 264,971 368,197 Deferred income taxes 1,702 1,702 Due from affiliates (Note 5) 1,471 5,119 Other current assets 4,961 4,948 --------------- ------------ --- Total current assets 364,841 488,724 PROPERTY AND EQUIPMENT, NET 26,250 36,019 GOODWILL, NET (Notes 1 and 2) 180,081 258,509 OTHER ASSETS 4,931 5,950 --------------- ------------ --- TOTAL ASSETS $ 576,103 $ 789,202 =============== =============== </TABLE> See notes to unaudited consolidated financial statements. 5 CONSOLIDATED BALANCE SHEETS <TABLE> <CAPTION> JUNE 30, DECEMBER 31, 1999 1998 (UNAUDITED) -------------- --------------- (IN THOUSANDS) <S> <C> <C> LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable - floor plan $ 228,158 $ 303,965 Trade accounts payable 14,994 17,922 Accrued interest 7,058 7,702 Other accrued liabilities 27,763 30,048 Payable to affiliates (Note 5) 628 572 Payable for acquisitions 2,385 275 Current maturities of long-term debt 4,700 604 -------------- --------------- Total current liabilities 285,686 361,088 LONG-TERM DEBT (Note 4) 131,337 123,437 PAYABLE FOR ACQUISITIONS 275 275 PAYABLE TO THE COMPANY'S CHAIRMAN (Note 5) 5,500 5,500 PAYABLE TO AFFILIATES (Note 5) 3,625 3,400 DEFERRED INCOME TAXES 4,066 5,660 INCOME TAX PAYABLE 3,185 3,104 COMMITMENTS AND CONTINGENCIES (Note 7) STOCKHOLDERS' EQUITY (Note 6): Preferred Stock, $.10 par, 3.0 million shares authorized; 300,000 shares designated as Class A Convertible Preferred Stock, liquidation preference $1,000 per share, of which 22,179 shares are issued and outstanding at December 31, 1998 and 22,830 shares are issued and outstanding at June 30, 1999 20,431 20,991 Class A Common Stock, $.01 par, 100.0 million shares authorized; 11,959,274 shares issued and outstanding at December 31, 1998 and 21,565,585 shares issued and outstanding at June 30, 1999 120 216 Class B Common Stock, $.01 par (convertible into Class A Common Stock), 30.0 million shares authorized; 12,400,000 shares issued and outstanding at December 31, 1998 and 12,300,000 shares issued and outstanding at June 30, 1999 124 123 Paid-in capital 87,011 213,877 Retained earnings 34,743 51,531 -------------- --------------- Total stockholders' equity 142,429 286,738 -------------- --------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 576,103 $ 789,202 ============== =============== </TABLE> See notes to unaudited consolidated financial statements. 6 SONIC AUTOMOTIVE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Dollars and shares in thousands) (Unaudited) <TABLE> <CAPTION> PREFERRED CLASS A CLASS B STOCK COMMON STOCK COMMON STOCK PAID-IN SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL ---------- --------------- ----------- ---------- ----------- --------- - ------------- <S> <C> <C> <C> <C> <C> <C> <C> BALANCE AT DECEMBER 31, 1998 22 $ 20,431 11,959 $ 120 12,400 $ 124 $ 87,011 Issuance of Preferred Stock (Note 2) 44 38,849 - - - - - Issuance of Common Stock (Note 2) - - 6,243 62 - - 87,474 Shares awarded under stock compensation plans - - 161 2 - - 1,134 Conversion of Preferred Stock (44) (38,289) 3,103 31 - - 38,258 Conversion of Class B Common Stock - - 100 1 (100) (1) - Net income - - - - - - - BALANCE AT ---------- --------------- ----------- ---------- ----------- --------- - ------------- JUNE 30,1999 22 $ 20,991 21,566 $ 216 12,300 $ 123 $213,877 ========== =============== =========== ========== =========== ========== ============= <CAPTION> TOTAL RETAINED STOCKHOLDERS' EARNINGS EQUITY ------------- ---------------- <S> <C> <C> BALANCE AT DECEMBER 31, 1998 $ 34,743 $ 142,429 Issuance of Preferred Stock (Note 2) - 38,849 Issuance of Common Stock (Note 2) - 87,536
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