Sonic Automotive Inc 8-K/A, filed Feb 18, 2022
Sonic Automotive Inc (SAH)
8-K/A
2022-02-18
For: 2021-12-06
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Added on
April 08, 2026
About this 8-K/A
Sonic Automotive Inc filed this 8-K/A on February 18, 2022, reporting on events of December 6, 2021.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
FORM 8-K/A
(Amendment No. 1)
____________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2021
____________________________________
(Exact name of registrant as specified in its charter)
____________________________________
(State or other jurisdiction
of incorporation)
(Commission File Number) | (IRS Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
Registrant’s telephone number, including area code: (704) 566-2400
Not Applicable
(Former name or former address, if changed since last report.)
____________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
As previously disclosed, on December 6, 2021 (the “Closing Date”), Sonic Automotive, Inc. (“Sonic”) completed the acquisition of RFJ Auto Partners, Inc. (“RFJ Auto”) pursuant to the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”) dated as of September 17, 2021, by and among Sonic, a subsidiary of Sonic (“Merger Sub”), RFJ Auto and The Resolute Fund III, L.P., solely in its capacity as the representative of RFJ Auto’s equityholders. On the Closing Date, pursuant to the Merger Agreement and upon the terms and subject to the conditions therein, RFJ Auto merged with and into Merger Sub, with RFJ Auto surviving the merger and becoming a direct, wholly owned subsidiary of Sonic.
This Amendment No. 1 to the Current Report on Form 8-K filed by the Company on December 9, 2021 (the “Original Form 8-K”) amends the Original Form 8-K to include the financial statements required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b). Except as provided herein, the disclosures made in the Original Form 8-K remain unchanged.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited consolidated balance sheets of RFJ Auto Partners, Inc. and its subsidiaries as of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders’ equity and cash flows of RFJ Auto Partners, Inc. and its subsidiaries for each of the years in the two-year period ended December 31, 2020 and the notes related thereto, together with the report thereon of Dixon Hughes Goodman LLP included in the audited consolidated financial statements, are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
The unaudited condensed consolidated balance sheet of RFJ Auto Partners, Inc. and its subsidiaries as of September 30, 2021 and 2020, the related condensed consolidated statements of operations, stockholders’ equity and cash flows for the nine months ended September 30, 2021 and 2020, and the notes related thereto, are filed as Exhibit 99.2 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma combined statement of operations of Sonic Automotive, Inc. for the year ended December 31, 2020 and condensed combined statements of operations of Sonic Automotive, Inc. for the nine months ended September 30, 2021, the unaudited pro forma condensed combined balance sheet of Sonic Automotive, Inc. as of September 30, 2021, and the notes related thereto, are filed as Exhibit 99.3 hereto and are incorporated herein by reference.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 23.1 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 99.3 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SONIC AUTOMOTIVE, INC. | ||||||||
| February 18, 2022 | By: | /s/ STEPHEN K. COSS | ||||||
| Stephen K. Coss | ||||||||
| Senior Vice President and General Counsel | ||||||||
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements on Forms S-8 (Nos. 333-81059, 333-81053, 333-69907, 333-69899, 333-65447, 333-49113, 333-69901, 333-95791, 333-46272, 333-46274, 333-102052, 333-102053, 333-109411, 333-117065, 333-124370, 333-142435, 333-142436, 333-159674, 333-159675, 333-180814, 333-180815, 333-204027, 333-217504, 333-232177, 333-256891), of Sonic Automotive, Inc. of our report dated February 11, 2022, with respect to the consolidated financial statements of RFJ Auto Partners, Inc. and Subsidiaries, as of and for the years ended December 31, 2020 and 2019, which report is included in Sonic Automotive Inc.'s current report on Form 8-K dated February 18, 2022. Our audit report contains an emphasis of a matter paragraph that refers to the change in the accounting method for goodwill and presentation of redeemable preferred shares to be in accordance with accounting principles generally accepted in the United States of America for public business entities.
/s/ Dixon Hughes Goodman LLP
Fort Worth, Texas
February 18, 2022
Exhibit 99.2
| RFJ Auto Partners, Inc. and Subsidiaries | ||
| Condensed Consolidated Financial Statements | ||
| (Unaudited) | ||
| SEPTEMBER 30, 2021 and 2020 | ||
Exhibit 99.2
| RFJ AUTO PARTNERS, INC. AND SUBSIDIARIES | ||||||||
| TABLE OF CONTENTS | ||||||||
| SEPTEMBER 30, 2021 AND 2020 | ||||||||
| Condensed Consolidated Financial Statements (Unaudited) | ||||||||
| Condensed Consolidated Balance Sheets | 1 | |||||||
| Condensed Consolidated Statements of Operations | 2 | |||||||
| Condensed Consolidated Statements of Stockholders' Equity | 3 | |||||||
| Condensed Consolidated Statements of Cash Flows | 4 | |||||||
| Notes to Condensed Consolidated Financial Statements | 5-18 | |||||||
Exhibit 99.2
| RFJ AUTO PARTNERS, INC. AND SUBSIDIARIES | ||||||||||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) | ||||||||||||||
| SEPTEMBER 30, 2021 AND DECEMBER 31, 2020 | ||||||||||||||
| (IN THOUSANDS OF DOLLARS) | ||||||||||||||
| ASSETS | September 30, 2021 | December 31, 2020 | ||||||||||||
| CURRENT ASSETS | ||||||||||||||
| Cash and cash equivalents | $57,862 | $18,389 | ||||||||||||
| Contracts in transit | 24,171 | 30,803 | ||||||||||||
| Receivables, net | 47,441 | 55,524 | ||||||||||||
| Inventories, net | 227,801 | 301,255 | ||||||||||||
| Rental and loan vehicles | 2,662 | 2,864 | ||||||||||||
| Other current assets | 2,429 | 3,101 | ||||||||||||
| TOTAL CURRENT ASSETS | 362,366 | 411,936 | ||||||||||||
| Property and equipment, net | 119,556 | 122,964 | ||||||||||||
| Goodwill (as adjusted for 2020) | 104,575 | 104,575 | ||||||||||||
| Franchise rights | 62,593 | 63,176 | ||||||||||||
| Deferred tax asset (as adjusted for 2020) | 476 | 476 | ||||||||||||
| Other noncurrent assets | 529 | 476 | ||||||||||||
| TOTAL NONCURRENT ASSETS (as adjusted for 2020) | 287,729 | 291,667 | ||||||||||||
| TOTAL ASSETS (as adjusted for 2020) | $650,095 | $703,603 | ||||||||||||
| LIABILITIES, REDEEMABLE PREFERRED SHARES AND STOCKHOLDERS' EQUITY (as adjusted for 2020) | ||||||||||||||
| CURRENT LIABILITIES | ||||||||||||||
| Floor plan notes payable - trade | $23,149 | $53,578 | ||||||||||||
| Floor plan notes payable - non-trade | 201,186 | 266,478 | ||||||||||||
| Accounts payable | 23,624 | 30,745 | ||||||||||||
| Accrued expenses | 44,960 | 44,120 | ||||||||||||
| Current maturities of long-term debt | 14,849 | 12,433 | ||||||||||||
| Allowance for contingent charges | 9,375 | 9,266 | ||||||||||||
| TOTAL CURRENT LIABILITIES | 317,143 | 416,620 | ||||||||||||
| Long-term debt, less current maturities | 167,578 | 184,590 | ||||||||||||
| Allowance for contingent charges, less current portion | 6,495 | 6,558 | ||||||||||||
| Deferred tax liability (as adjusted for 2020) | - | - | ||||||||||||
| TOTAL NONCURRENT LIABILITIES (as adjusted for 2020) | 174,073 | 191,148 | ||||||||||||
| REDEEMABLE PREFERRED SHARES (as adjusted for 2020) | 70,512 | 70,512 | ||||||||||||
| STOCKHOLDERS' EQUITY | ||||||||||||||
| Paid-in capital (as adjusted for 2020) | 28,549 | 28,419 | ||||||||||||
| Notes receivable from stockholder | (3,482) | (3,482) | ||||||||||||
| Retained earnings (as adjusted for 2020) | 63,495 | 581 | ||||||||||||
| Treasury stock | (195) | (195) | ||||||||||||
| TOTAL STOCKHOLDERS' EQUITY (as adjusted for 2020) | $88,367 | $25,323 | ||||||||||||
| TOTAL LIABILITIES, REDEEMABLE PRFERRED SHARES AND STOCKHOLDERS' EQUITY (as adjusted for 2020) | $650,095 | $703,603 | ||||||||||||
1
Exhibit 99.2
| RFJ AUTO PARTNERS, INC. AND SUBSIDIARIES | |||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||
| NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020 | |||||||||||
| (IN THOUSANDS OF DOLLARS) | |||||||||||
| 2021 | 2020 | ||||||||||
| SALES | $2,266,222 | $1,877,211 | |||||||||
| COST OF SALES | 2,089,171 | 1,743,391 | |||||||||
| GROSS PROFIT FROM SALES | 177,051 | 133,820 | |||||||||
| FINANCING, INSURANCE, SERVICE CONTRACT AND OTHER INCOME, NET | 96,721 | 79,003 | |||||||||
| GROSS PROFIT | 273,772 | 212,823 | |||||||||
| EXPENSES | |||||||||||
| Variable selling | 67,028 | 54,230 | |||||||||
| Advertising | 10,594 | 9,244 | |||||||||
| Floor plan interest | 5,342 | 10,459 | |||||||||
| Personnel | 56,050 | 47,146 | |||||||||
| Semi-fixed | 23,515 | 21,421 | |||||||||
| Fixed | 20,172 | 18,618 | |||||||||
| TOTAL EXPENSES | 182,701 | 161,118 | |||||||||
| INCOME FROM OPERATIONS | 91,071 | 51,705 | |||||||||
| OTHER EXPENSES | |||||||||||
| Interest expense, other than floor plan | 6,474 | 6,916 | |||||||||
| Other income | (861) | (567) | |||||||||
| TOTAL OTHER EXPENSES | 5,613 | 6,349 | |||||||||
| INCOME BEFORE INCOME TAXES | 85,458 | 45,356 | |||||||||
| Income tax expense | 22,544 | 12,667 | |||||||||
| NET INCOME | $62,914 | $32,689 | |||||||||
2
Exhibit 99.2
| RFJ AUTO PARTNERS, INC. AND SUBSIDIARIES | |||||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) | |||||||||||||||||
| NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020 | |||||||||||||||||
| (IN THOUSANDS OF DOLLARS) | |||||||||||||||||
| Paid-in Capital | Notes Receivable from Stockholder | Retained (Deficit)/ Earnings | Treasury Stock | Total | |||||||||||||
| Balance at December 31, 2019 (as adjusted) | $28,729 | ($3,482) | ($20,549) | ($195) | $4,503 | ||||||||||||
| Shares repurchased | (300) | - | - | - | (300) | ||||||||||||
| Stock option compensation | 130 | - | - | - | 130 | ||||||||||||
| Net Income | - | - | 32,689 | - | 32,689 | ||||||||||||
| Balance at September 30, 2020 | $28,559 | ($3,482) | $12,140 | ($195) | $37,022 | ||||||||||||
| Paid-in Capital | Notes Receivable from Stockholder | Retained Earnings | Treasury Stock | Total | |||||||||||||
| Balance at December 31, 2020 (as adjusted) | $28,419 | ($3,482) | $581 | ($195) | $25,323 | ||||||||||||
| Stock option compensation | 130 | - | - | 130 | |||||||||||||
| Net income | - | - | 62,914 | - | 62,914 | ||||||||||||
| Balance at September 30, 2021 | $28,549 | ($3,482) | $63,495 | ($195) | $88,367 | ||||||||||||
3
Exhibit 99.2
| RFJ AUTO PARTNERS, INC. AND SUBSIDIARIES | |||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | |||||||||||
| NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020 | |||||||||||
| (IN THOUSANDS OF DOLLARS) | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | 2021 | 2020 | |||||||||
| Net Income | $62,914 | $32,689 | |||||||||
| Adjustments to reconcile net income to net cash | |||||||||||
| provided by operating activities: | |||||||||||
| Depreciation | 4,436 | 4,452 | |||||||||
| Increase/(decrease) in reserve for contingent charges | 46 | (369) | |||||||||
| Stock option compensation | 130 | 130 | |||||||||
| Franchise rights impairment | 493 | - | |||||||||
| Gain on sale of property and equipment | (1,234) | (21) | |||||||||
| Change in operating assets and liabilities: | |||||||||||
| Contracts in transit | 6,632 | 11,375 | |||||||||
| Receivables | 8,083 | (10,907) | |||||||||
| Inventories and rental and loan vehicles | 72,283 | 153,583 | |||||||||
| Other assets | 618 | 132 | |||||||||
| Floor plan notes payable - trade | (30,429) | (524) | |||||||||
| Accounts payable | (7,043) | (8,084) | |||||||||
| Accrued expenses | 870 | 21,140 | |||||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | 117,799 | 203,596 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Purchase of property and equipment | (3,726) | (1,841) | |||||||||
| Proceeds from sale of property and equipment | 1,897 | 54 | |||||||||
| Proceeds from sale of dealerships, net of cash sold | 110 | - | |||||||||
| Acquisition of dealerships | - | (56,201) | |||||||||
| NET CASH USED IN INVESTING ACTIVITIES | (1,719) | (57,988) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Decrease in floor plan notes payable - non-trade | (63,928) | (145,626) | |||||||||
| Proceeds on (principal payments)/refinancing on long-term debt | (12,679) | 41,591 | |||||||||
| Payments on repurchase of stock | - | (300) | |||||||||
| NET CASH USED BY FINANCING ACTIVITIES | (76,607) | (104,335) | |||||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | 39,473 | 41,273 | |||||||||
| CASH AND CASH EQUIVALENTS, BEGINNING | 18,389 | 20,100 | |||||||||
| CASH AND CASH EQUIVALENTS, ENDING | $57,862 | $61,373 | |||||||||
| 0 | (2) | ||||||||||
| 0 | |||||||||||
| Supplemental Cash Flow Information | |||||||||||
| Cash paid during the year for: | |||||||||||
| Interest | $14,863 | $11,967 | |||||||||
| Income taxes, net | $28,168 | $929 | |||||||||
| See accompanying notes to the unaudited condensed consolidated financial statements | |||||||||||
4
RFJ AUTO PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
NOTE A – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNT POLICIESOrganization and Nature of Business
RFJ Auto Partners Inc. and Subsidiaries, the “Company”, a C Corporation was established on March 5, 2014. The Company is comprised of franchised dealerships with many different brands. Through the dealer agreements, the Company markets new vehicles, replacement parts, service, and financing and leasing. In addition, it also retails and wholesales used vehicles. The dealer agreement specifies the location of the dealership and designates the specific market area in which the dealer may operate; however, there is no guarantee of exclusivity within this market area. The specified market areas for the Company are in the states of Texas, Missouri, Idaho, Washington, Indiana, Montana and New Mexico. Franchises include Alfa Romeo, Chrysler, Dodge, Jeep, Ram, GMC, Buick, Chevrolet, Cadillac, Ford, Hyundai, Nissan, Toyota, Lexus, Mazda, Maserati and Honda.
On September 17, 2021, Sonic Automotive, Inc., a Delaware corporation (“Sonic”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RFJMS, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Sonic (“Merger Sub”), the Company, and The Resolute Fund III, L.P., a Delaware limited partnership, solely in its capacity as the representative of the Company’s equity holders, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a direct, wholly owned subsidiary of Sonic.
Subject to the terms and conditions of the Merger Agreement and other customary adjustments set forth in the Merger Agreement, the purchase price payable by Sonic pursuant to the Merger Agreement is expected to be (i) approximately $700 million for the goodwill and other intangible assets and real estate assets of the Company and each of its subsidiaries (collectively, the “Company Entities”) plus (ii) the sum of the values, as determined in accordance with the terms of the Merger Agreement, of each the parts and accessories inventory, the fixed assets and equipment, the supplies and the repair work-in-process of the Company Entities, plus (iii) the value of the new and used vehicle inventories of the Company Entities. Additional information related to the agreement is contained in a Form 8-K filed by Sonic with the United States Securities and Exchange Commission on September 22, 2021.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and the Subsidiaries. All significant intercompany balances and transactions have been eliminated and select items have been reclassified to conform with presentation adopted in the current year.
Changes in Accounting Principles
Goodwill
Previously, the Company had adopted the provisions of the accounting alternative provided by the Financial Accounting Standards Board (FASB) Account Standards Update (ASU) No. 2014-02 Accounting for Goodwill. This accounting alternative allows entities to elect to amortize goodwill over 10 years, or a shorter period if it is determined that another useful life is more appropriate. As such, the Company amortized goodwill using the straight-line method over 10 years, and evaluated goodwill for impairment for its reporting units whenever events occurred, or circumstances changed, that indicated that fair value of the Company may be below its carrying amount (“triggering events”).
5
RFJ AUTO PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
The Company elected to change the accounting method for goodwill effective January 1, 2019, in order for the consolidated financial statement presentation to be in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for public business entities. Accordingly, the Company retrospectively adjusted its financial statements to remove goodwill amortization, and evaluated whether the carrying amount of its reporting unit exceeded fair value for all periods since the previous election of ASU No. 2014-02.
Preferred Shares
Previously, the Company included the par value and additional paid in capital associated with its redeemable preferred shares as a component of stockholders’ equity. In order to comply with GAAP requirements for public business entities, and in accordance with ASC 480-10-S99, effective January 1, 2019, the Company changed the presentation of these preferred shares to be included in temporary equity.
The changes in accounting principles were applied retrospectively. The effect on the consolidated financial statements is summarized below:
Consolidated Balance Sheet as of December 31, 2020: | As Previously Reported | Retrospective Adjustment | As Adjusted | ||||||||
| Goodwill | 100,339 | 4,236 | 104,575 | ||||||||
Deferred tax asset | — | 476 | 476 | ||||||||
Total noncurrent assets | 286,955 | 4,712 | 291,667 | ||||||||
Total assets | 698,891 | 4,712 | 703,603 | ||||||||
Deferred tax liability | 2,751 | (2,751) | — | ||||||||
Total noncurrent liabilities | 193,899 | (2,751) | 191,148 | ||||||||
Redeemable preferred shares | — | 70,512 | 70,512 | ||||||||
Paid-in-capital | 98,931 | (70,512) | 28,419 | ||||||||
Retained (deficit) earnings | (6,882) | 7,463 | 581 | ||||||||
Total stockholders' equity | 88,372 | (63,049) | 25,323 | ||||||||
Total liabilities, redeemable preferred shares stockholders' equity | 698,891 | 4,712 | 703,603 | ||||||||
| Consolidated Statement of Stockholders' Equity as of December 31, 2020: | As Previously Reported | Retrospective Adjustment | As Adjusted | ||||||||
Paid-in capital | 98,931 | (70,512) | 28,419 | ||||||||
Retained (deficit) earnings | (6,882) | 7,463 | 581 | ||||||||
Total stockholders' equity | 88,372 | (63,049) | 25,323 | ||||||||
6
RFJ AUTO PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
Interim Financial Statements The accompanying unaudited condensed consolidated financial statements for the nine month periods ended September 30, 2021 and 2020, are unaudited and have been prepared in accordance with generally accepted accounting principals for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the nine month period ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ended December 31, 2021. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the years ended December 31, 2020 and 2019.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the Untied States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. Actual results could differ form those estimates.
Inventories
The cost of new vehicles for a subsidiary acquired during 2015 is determined using the last-in, first-out (LIFO) method. All inventories are valued at the lower of cost or net realizable value. The cost of all other new vehicles, used vehicles, parts and accessories, and other inventories is determined on a specific identification basis.
Goodwill and Franchise Rights
In connection with business acquisitions, the Company assigned a portion of the consideration paid to goodwill and franchise rights. Goodwill is the excess of cost over fair value of identifiable net assets acquired through business purchases. In accordance with ASC Topic 350, “Intangibles – Goodwill and Other”, the Company is required to test goodwill and franchise rights with an indefinite life for impairment at least annually, or more frequently if indication of impairment exists. If these assets are considered to be impaired, they will be adjusted to fair value.
Revenue Recognition
Revenues are recognized upon satisfaction of the Company's performance obligations under contracts with customers and are recognized in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services, as detailed below.
Revenues from vehicle sales are recorded at a point in time when vehicles are delivered, which is when transfer of title, risks and rewards of ownership, and control are considered passed to the customer.
Revenues from vehicle and parts sales and from service operations are recognized at the time the vehicle or parts are delivered to the customer or the service is completed. The Company satisfies its performance obligation over time for certain service work performed over time. The Company recognizes revenue for service work in process based on the labor hours expended and parts utilized to perform and complete the services to date, for which the Company has an enforceable right to payment.
7
RFJ AUTO PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
The Company arranges financing for customers through various financial institutions and receives financing fees based on the difference between loan rates charged to customers and predetermined financing rates set by the financial institutions. The Company recognizes income from finance and insurance commissions as the contracts are sold and recognizes a reserve for anticipated losses of finance and insurance commission income resulting from early payoffs of customer loans and repossessions. The provision is based on management’s evaluation of industry trends and historical experience.The Company also receives commissions from the sale of non-recourse third-party extended service contracts to customers. Under these contracts, the third-party warranty company is directly liable for all warranties provided. Commission revenue is recorded net of estimated chargebacks at the time of sale. Commission expense related to the sale of warranties is charged to expense upon recognition of revenue.
The following table summarizes revenue and cost of sales with customers for the nine month periods ended
September 30:
2021 | 2020 | ||||||||||
New Vehicle Sales | $ 1,303,798 | $ 1,139,827 | |||||||||
Used Vehicle Sales | 833,159 | 622,385 | |||||||||
Parts and Service Sales | 118,871 | 106,773 | |||||||||
Other Sales | 10,394 | 8,226 | |||||||||
2,266,222 | 1,877,211 | ||||||||||
Finance, insurance, service contract and other income, net | 96,721 | 79,003 | |||||||||
Total | $ 2,362,943 | $ 1,956,214 | |||||||||
2021 | 2020 | ||||||||||
New Vehicle Cost of Sales | $ 1,239,615 | $ 1,097,047 | |||||||||
Used Vehicle Cost of Sales | 779,334 | 584,242 | |||||||||
Parts and Service Cost of Sales | 70,222 | 62,102 | |||||||||
Total | $ 2,089,171 | $ 1,743,391 | |||||||||
Fair Value Measurements
In certain circumstances, specific assets and liabilities may be required to be recognized at fair value. Fair Value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability under a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:
Level 1 | Observable inputs such as quoted prices in active markets for identical assets or liabilities | ||||
Level 2 | Inputs other than quoted prices in active markets that are either directly or indirectly observable | ||||
Level 3 | Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions | ||||
8
RFJ AUTO PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
Recently Issued Accounting Standards:
Leases
In February 2016, the FASB issued ASU 2016-02, "Leases". Under the new standard, lessees will need to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short term lease). The liability will be equal to the present value of lease payments. For income statement purposes, the FASB continued the dual model, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). Classification will be based on criteria that are largely similar to those applied to current lease accounting. This guidance requires enhanced disclosures, must be adopted using a modified retrospective transition model, and provides for certain practical expedients. The Company is currently evaluating the impact on its financial statements upon the adoption of this new standard which is not required before January 1, 2022.
Reference Rate Reform
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides optional expedients and exceptions for companies that have contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform. The optional expedients and exceptions are intended to ease the financial reporting burdens mainly related to contract modification accounting, hedge accounting and lease accounting. In January 2021, the FASB issued ASU 2021-01 which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The guidance is effective for all entities as of March 12, 2020 and will apply through December 31, 2022. LIBOR is used as an interest rate “benchmark” in the majority of the Company’s floor plan notes payable. The Company will apply the relief described as its arrangements are modified and does not expect the adoption will have an impact on the Company’s consolidated financial statements due to the relief provided.
NOTE B – ACQUISITIONS
On May 27, 2020, the Company entered into a Dealership Asset Purchase Agreement (the “Asset Agreement”) to acquire all assets and assume certain liabilities of a Lexus Dealership in Mishawaka, Indiana. The aggregate purchase price of the acquisition was $11,987. The transaction closed on July 30, 2020.
The acquisition has been accounted for as a business combination and the purchase price was allocated primarily to franchise rights and other tangible assets. Actual results of operations of the Lexus Dealership are in included in the consolidated financial statements of the Company from the date of acquisition.
The Company, through its subsidiary RFJ Auto T-Properties, LLC, acquired the property associated with the dealership.
10
RFJ AUTO PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
The final allocation of the purchase price to assets and liabilities based upon fair value determinations was as follows:
Inventories | $ | 3,301 | |||
Rental and loan vehicles | 926 | ||||
Property and equipment | 3,373 | ||||
Goodwill | 1,087 | ||||
| Franchise rights | 3,312 | ||||
| Other assets and liabilities, net | (12) | ||||
| Total net assets acquired | $ | 11,987 | |||
The fair value of consideration paid as of the acquisition date was as follows:
Cash | $ 5,032 | ||||
Floor plan financed by the Company's Lender | 3,985 | ||||
Real estate long-term debt | 2,970 | ||||
Total net assets acquired | $ 11,987 | ||||
On February 29, 2020, in accordance with the Unit Purchase Agreement (the “Unit Agreement”), the Company acquired certain assets and assumed certain liabilities, as well as all of the outstanding membership units of 11 used car dealerships in the state of Washington for an aggregate purchase price of $48,422. The acquisition allowed the Company to expand its brand presence in the Pacific Northwest.
The acquisition has been accounted for as a business combination and the purchase price was allocated primarily to goodwill and other tangible assets. Actual results of operations of Northwest Motorsports are in included in the consolidated financial statements of the Company from the date of acquisition.
The final allocation of the purchase price to asset and liabilities based upon fair value determinations was as follows:
Cash | $ | 223 | |||
Contracts in transit | 14,745 | ||||
Receivables, net | 1,875 | ||||
Inventories, net | 56,835 | ||||
| Other current assets | 748 | ||||
| Property and equipment | 3,719 | ||||
| Goodwill | 45,348 | ||||
| Floor plan notes payable - non-trade | (50,017) | ||||
| Accounts payable | (14,427) | ||||
| Accrued expenses | (6,718) | ||||
| Allowance for contingent charges | (3,909) | ||||
| Total net assets acquired | $ | 48,422 | |||
11
RFJ AUTO PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
The fair value of consideration paid as of the acquisition date was as follows:
Cash consideration | $ | 43,000 | |||
Fair value of seller note | 5,422 | ||||
Total purchase consideration | $ | 48,422 | |||
NOTE C – RECEIVABLES
Receivables consisted of the following at:
| September 30, 2021 | December 31, 2020 | |||||||
| Fleet | $ | 12,425 | $ | 23,531 | ||||
| Vehicles | 9,819 | 7,402 | ||||||
| Customers | 469 | 545 | ||||||
| Factory | 6,339 | 11,891 | ||||||
| Finance commissions | 3,041 | 3,728 | ||||||
| Related party | 1,787 | 1,713 | ||||||
| Other | 15,343 | 8,538 | ||||||
| 49,222 | 57,348 | |||||||
| Allowance for doubtful accounts | (1,781) | (1,824) | ||||||
| Receivables, net | $ | 47,441 | $ | 55,524 | ||||
NOTE D – INVENTORIES
Inventories consisted of the following at:
| September 30, 2021 | December 31, 2020 | |||||||
| New vehicles | $ | 75,438 | $ | 185,260 | ||||
| LIFO reserve | (4,435) | (6,141) | ||||||
| New vehicles, net | 71,003 | 179,119 | ||||||
| Used vehicles | 148,893 | 114,558 | ||||||
| Parts, accessories and other | 7,905 | 7,578 | ||||||
| Inventories, net | $ | 227,801 | $ | 301,255 | ||||
12
RFJ AUTO PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
NOTE E – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at:
September 30, 2021 | December 31, 2020 | ||||||||||
Land | $ 31,578 | $ 33,837 | |||||||||
Buildings | 68,232 | 68,159 | |||||||||
Equipment | 9,264 | 9,225 | |||||||||
Leaseholds improvements | 22,204 | 21,487 | |||||||||
Furniture and fixtures | 9,393 | 8,901 | |||||||||
Vehicles | 3,438 | 3,149 | |||||||||
Property and equipment, gross | 144,109 | 144,758 | |||||||||
Accumulated depreciation and amortization | (26,079) | (22,097) | |||||||||
118,030 | 122,661 | ||||||||||
Construction in progress | 1,526 | 303 | |||||||||
Property and equipment, net | $ 119,556 | $ 122,964 | |||||||||
NOTE F – GOODWILL AND FRANCHISE RIGHTS
As part of the purchase in the nine months ended September 30, 2020, the Company acquired goodwill and franchise rights totaling $46,435 and $3,312, respectively.
During the nine month period ended September 30, 2021, the Company recognized a franchise rights impairment loss in other expenses of $493.
NOTE G – FLOOR PLAN NOTES PAYABLE
The Company has a floor plan financing agreement with Ally Bank, which has a stated limit of $378,044 for new vehicles and $168,897 for used vehicles. From time to time total borrowings exceed stated limits due to the timing of floor plan draws for vehicle shipments from the manufacturer. These limits may vary from year to year as stores are acquired or divested.
The agreement is collateralized by all property and equipment, inventories and all other accounts, collateral rights, chattel paper and general intangibles, and proceeds of any and all of the foregoing, whether owned now or hereafter acquired by the Company. The interest rate under the agreement at September 30, 2021 and December 31, 2020, was 1-month LIBOR (0.08% and 0.14% at September 30, 2021 and December 31, 2020, respectively) plus 2.75%, which was 2.83% and 2.89%, respectively.
The Company has a number of floorplan financing agreements with Toyota Financial Services, which have a combined stated limit of $37,450 for new vehicles and $11,405 for used vehicles. From time to time total borrowings exceed stated limits due to the timing of floor plan draws for vehicle shipments from the manufacturer. The agreement is collateralized by all property and equipment, inventories, and all other accounts, contract rights, chattel paper and general intangibles, and proceeds of any and all of the foregoing, whether owned now or hereafter acquired by the Company. The interest rate under the agreement at September 30,
2021 and December 31, 2020 was 3-month LIBOR (0.13% and 0.24% at September 30, 2021 and December
31, 2020, respectively) plus 1.50% to 2.00% for new vehicles which was between 1.63% and 2.13% and between 1.74% and 2.24% respectively. The interest rate under the agreement at September 30, 2021 and
13
RFJ AUTO PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
December 31, 2020, for used vehicles was 3-month LIBOR plus from 1.50% to 2.50%, which was between1.63% and 2.63% and between 1.74% and 2.74%, respectively.
The Company has a floor plan financing agreement with Ford Motor Credit Company, which has a stated limit of
$15,850 for new vehicles and $3,100 for used vehicles. From time to time total borrowings exceed stated limits due to the timing of floor plan draws for vehicle shipments from the manufacturer. The agreement is collateralized by all property and equipment, inventories, and all other accounts, contract rights, chattel paper and general intangibles, and proceeds of any and all of the foregoing whether owned now or hereafter acquired by the Company. The interest rate under the agreement was Prime plus 1.50% for a total of 4.75% at September 30, 2021 and December 31, 2020, for both new and used vehicles.
NOTE H – INCOME TAXES
The Company files a consolidated federal income tax return with the IRS and file tax returns in various state and local jurisdictions. The Company is subject to examination by federal and state taxing authorities for the tax years 2017-2020.
NOTE I – LONG TERM DEBT
Long-term debt consisted of the following at:
September 30, 2021 | December 31, 2020 | ||||||||||
Commercial Loan and Security Agreement notes payable | $ 51,051 | $ 57,551 | |||||||||
Mortgage notes | 79,911 | 84,205 | |||||||||
Working capital notes | 22,224 | 24,038 | |||||||||
Term Loan | 25,313 | 26,550 | |||||||||
Seller's note | 3,928 | 4,679 | |||||||||
Total debt | 182,427 | 197,023 | |||||||||
Less current portion of debt | (14,849) | (12,433) | |||||||||
Total long-term debt | $ 167,578 | $ 184,590 | |||||||||
Commercial Loan and Security Agreement
The Company's interim tax provision is determined using an estimated annual effective tax rate (“AETR”) and is adjusted for discrete taxable events and/or adjustments that occurred during the reporting period. The Company recognized income tax expense of $22,544 or 26.4%, for the nine month period ended September 30, 2021 and income tax expense of $12,667, or 27.9%, for the nine month period ended September 30, 2020. The Company did not have any discrete taxable events requiring adjustments to the tax expense in the current period.
In July of 2014, the Company entered into a Commercial Loan and Security Agreement (the “CLSA”) with the
lender. The proceeds from the CLSA were used for working capital, general corporate expenses, capital expenditures, and acquisition purposes. On November 15, 2019, the Company amended the CLSA, paid down
$5,385 of certain Working Capital Notes, and extended the maturity date of the CLSA to November 2024. The amended stated fixed rate of the CLSA is 5.47% per annum and is secured by certain asset of the Company. As of September 30, 2021 and December 31, 2020, the balance was $51,051 and $57,551, respectively.
14
RFJ AUTO PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
Mortgage NotesThe Company has multiple mortgage agreements with finance companies affiliated with the Company’s vehicle manufacturers and the lender. In June 2020, the Company refinanced certain mortgage agreements extending the maturity date and adding additional borrowings. As of September 30, 2021 and December 31, 2020, the Company had total mortgage notes payable outstanding of $79,911 and $84,205, respectively, which are collateralized by the associated real estate. The stated fixed and variable rates of the mortgage agreements range from 2.52% to 5.62% and have a maturity date ranging from April 2022 to July 2039.
Working Capital Notes
The Company has two working capital notes with a finance company affiliated with the Company’s vehicle manufacturer and one with the lender. The proceeds of the working capital notes were used for working capital, general corporate expenses and acquisition purposes. The stated fixed and variable interest rates of the working capital notes range from 2.69% to 4.47%. As of September 30, 2021 and December 31, 2020, the balance was
$21,951 and $23,677 with the finance company and $273 and $361 with the lender, respectively.
Term Loan
On February 29, 2020, the Company entered into a Commercial Loan and Security Agreement (the “Ally Loan Agreement") between Ally Bank and RFJ Auto Partners Holdings, Inc., for which a new term loan (the “Ally Term Loan”) was entered into amounting to $34,000. The principal of $34,000 had a payment due of $7,000 (“the Bridge Repayment”) on July 1, 2020 and quarterly principal payments of $450 commencing on July 1, 2020, with a balloon payment on its maturity date of March 1, 2025. The Ally Term Loan is secured by certain asset of the Company and bears interest at 5.68% until the Bridge Repayment is paid and 5.18% thereafter. The proceeds from the Ally Term Loan was used by the Company to fund part of the purchase consideration paid for the acquisition of the Washington dealerships. As of As of September 30, 2021 and December 31, 2020, the balance was $25,313 and $26,550, respectively.
Seller Note
On February 29, 2020, in connection with the Unit Agreement, the Company issued a promissory note in the principal amount of $5,155 with a maturity date of March 1, 2025 to the seller (the “Seller Note”). On June 12,
2020, the amount due under the Seller Note was amended and increased to $5,422. The stated interest rate on the amended Seller Note was 5.25% per annum with monthly principal and interest payments totaling $103 per month. The Seller Note is an unsecured obligation of the Company and is guaranteed by a subsidiary of the Company. As of September 30, 2021 and December 31, 2020, the balance was $3,927 and $4,679, respectively.
The Company is subject to financial covenants. At September 30, 2021 and December 31, 2020, the Company was in compliance with all financial covenants.
15
RFJ AUTO PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
NOTE J – STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED SHARES
The Company had 200,000 shares of Series A preferred stock authorized and 70,512.11 shares issued and outstanding at a par value of $0.001 (actual) at September 30, 2021 and December 31, 2020. The Company had 100,000 shares of common stock authorized with 27,986.62 shares issued and outstanding at a par value of $0.001 (actual) at September 30, 2021 and December 31, 2020. An additional 100,000 shares of preferred stock with no series designation have been authorized and are outstanding as of September 30, 2021 and December 31, 2020. The Company had 2,000 shares of Series B preferred stock authorized at a par value of $0.001 and had 761.61 shares issued and outstanding at September 30, 2021 and December 31, 2020. Of the shares of common stock issued and outstanding, 3,482.42 shares are restricted as to transfer and forfeiture at September 30, 2021 and December 31, 2020. The preferred shares have liquidation preference over the common shares whereby the preferred shares are mandatorily redeemable upon change in control at the liquidation value of $1 per share. In addition, the holders of the preferred stock shall be entitled to receive, when, as and if declared by the Board of Directors, annual dividends of 10%, compounded semi-annually, of the liquidation value. The preferred shares have accumulated $61,266 and $51,565 of dividends at September 30, 2021 and December 31, 2020, respectively. On December 16, 2020, the Company repurchased 26,743.09 preferred shares at the liquidation value including accrued dividends for a total of $50,000. No additional dividends have been declared as of September 30, 2021, therefore, no provision for the preferred dividends have been recorded.
NOTE K – DISCRETIONARY CONTRIBUTION 401(K) PLAN
The Company participates in a discretionary contribution 401(k) plan. All employees who meet certain age and length of service requirements are eligible to participate in their designated plan. Matching contributions are made on a discretionary basis by the Company and are recorded net of any forfeitures by individuals that terminated employment with the Company before the required vesting period. Matching contributions, net of forfeitures, included in operating expense for the nine month periods ended September 30, 2021 and 2020, were
$1,044 and $768, respectively.
NOTE L – COMMITMENTS AND CONTINGENCIES
The Company sells customer installment contracts to financial institutions without recourse and sells extended warranties without recourse. Some buyers of the contracts and warranties retain portions of the commissions as reserves against early payoffs. These amounts are normally recorded on the condensed consolidated balance sheets as finance commission receivable. As of September 30, 2021, substantially all the recourse contracts have been collected by the financial institutions. The allowance for contingent charges at September, 2021 and December 31, 2020, was $15,870 and $15,824, respectively.
The Company facilities are subject to federal, state and local provisions regulating the discharge of materials into the environment. Compliance with these provisions has not had, nor does the Company expect such compliance to have, any material effect upon the capital expenditures, net income, financial condition or competitive position of the Company. Management believes that its current practices and procedures for the control and disposition of such materials comply with the applicable federal and state requirements.
16
RFJ AUTO PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
The Company purchases substantially all its new vehicles and parts from the manufacturer at the prevailing prices charged by the automobile manufacturer to all franchised dealers. The Company’s sales volume could be adversely impacted by the manufacturer’s inability to supply it with an adequate supply of vehicles and/or parts due to unforeseen circumstances or as a result of an unfavorable allocation of vehicles. As a part of the Company’s relationship with the manufacturer, it participates in various programs with regard to vehicle allocation, advertising, interest and other incentive programs. These programs are generally on a “turn-to-turn” basis, which rewards new vehicle volume, and are subject to change by the manufacturer at any time. In addition, the manufacturer’s sales and service agreements contain provisions which generally limit, without consent off the manufacturer, changes in dealership management and ownership, dealership location, place certain financial restrictions, and provide for termination of the franchise agreement by the manufacturer in certain instances.The Company is involved in certain legal matters that it considers incidental to its business. In management’s opinion, none of these legal matters will have a material effect on the Company’s financial position or the results of operations.
NOTE M – FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts are estimated fair values of the Company’s financial instruments, none of which are held for trading purposes, as of September 30, 2021 are as follows:
| Amount | Fair value | ||||||||||
| Financial assets: | |||||||||||
| Cash and cash equivalents | $ | 57,862 | $ | 57,862 | |||||||
| Financial liabilities: | |||||||||||
Floor plan notes payable, trade | 23,149 | 23,149 | |||||||||
Floor plan notes payable, non-trade | 201,186 | 201,186 | |||||||||
Long-term debt | 182,427 | 166,173 | |||||||||
The carrying amounts are estimated fair values of the Company's financial instruments, none of which are held for trading purposes, as of December 31, 2020 are as follows:
| Amount | Fair value | ||||||||||
| Financial assets: | |||||||||||
| Cash and cash equivalents | $ | 18,389 | $ | 18,389 | |||||||
| Financial liabilities: | |||||||||||
Floor plan notes payable, trade | 53,579 | 53,578 | |||||||||
Floor plan notes payable, non-trade | 266,478 | 266,478 | |||||||||
Long-term debt | 197,023 | 173,957 | |||||||||
17
RFJ AUTO PARTNERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2021 AND 2020
(IN THOUSANDS OF DOLLARS, EXCEPT UNIT DATA)
The carrying amounts shown in the above table are included in the condensed consolidated balance sheets under the indicted captions. The carrying amount of cash and cash equivalents, and floor plan notes payable, trade and non-trade, approximate fair value because the interest rates fluctuate with market rates. The fair value of long-term debt is based on the discounted cash flows from management’s estimate of the Company’s marginal borrowing rates as of September 30, 2021 and December 31, 2020.NOTE N – NON QUALIFIED STOCK OPTION PLANS
The Board of Directors approved the adoption of the 2014 Non-qualified Stock Option Plan (the "Plan). The Plan authorizes the grant of options to purchase an aggregate of 1,055 shares of the Company's common stock to certain directors and key employees of the Company and its Subsidiaries. The plan is administered by a committee consisting of the Board or such individual Directors who shall from time to time be designated by the Board. Under the plan certain options vest based on the passage of time and continued employment, while other options vest based on the attainment of specific performance criteria.
Management has used the Black-Scholes option pricing model to determine the options' fair value. Because the performance vested options are based on a change in control event, which has not occurred as of September 30, 2021 no compensation expense was recorded for these options related to a change in control. Compensation cost related to the time vested options is recognized using the straight-line method over the requisite period of service.
NOTE O – EVALUATION OF SUBSEQUENT EVENTS
The Company has evaluated the effect subsequent events would have on the condensed consolidated financial statements through February 16, 2022 which is the date the condensed consolidated financial statements were available to be issued.
On December 6, 2021 The Company completed the Merger pursuant to the previously referenced Merger Agreement with Sonic Automotive, Inc. ("Sonic"). Details of this Merger agreement are as filed by Sonic under Exhibit 2.1 to Sonic's Current Report on Form 8-K filed on September 22, 2021.
NOTE P – COVID 19
In March 2020, the World Health Organization declared the outbreak of COVID-19, a novel strain of Coronavirus, a pandemic. The Coronavirus outbreak has had far reaching and unpredictable impacts on the global economy, supply chains, financial markets, and global business operations in a variety of industries. Governments have taken substantial action to contain the spread of the virus including mandating social distancing, suspension of certain gatherings, and shuttering of certain nonessential businesses. The extent to which it will impact the Company going forward will depend on a variety of factors, including the duration and continued spread of the outbreak, its impact on customers, employees and vendors, as well as governmental, regulatory and private sector responses. Furthermore, the pandemic may have a significant impact on management's accounting estimates and assumptions. The financial statements do not reflect any adjustments as a result of the increase in economic uncertainty.
18
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The unaudited pro forma condensed combined financial statements (referred to as the “pro forma financial statements”) presented below are derived from the historical consolidated financial statements of Sonic Automotive, Inc. and its subsidiaries (collectively, the “Company” or “Sonic”), and RFJ Auto Partners, Inc. (collectively with its subsidiaries, “RFJ Auto”), as adjusted to reflect (i) the issuance and sale on October 27, 2021 of (a) $650,000,000 aggregate principal amount of Sonic’s 4.625% Senior Notes due 2029 (the “2029 Notes”) and (b) $500,000,000 aggregate principal amount of Sonic’s 4.875% Senior Notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “2021 Notes”), (ii) the redemption (the “Redemption”) of $250,000,000 aggregate principal amount of Sonic’s previously outstanding 6.125% Senior Subordinated Notes due 2027 (the “6.125% Notes”) and (iii) the acquisition of RFJ Auto pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 17, 2021, by and among Sonic, RFJ Auto and the other parties thereto, pursuant to which on December 6, 2021 Sonic acquired the new and used automotive retail business of RFJ Auto, together with the associated real estate, inventory and other related assets (the “Acquisition” and, collectively with the issuance and sale of the 2021 Notes and the Redemption, the “Transactions”).
The unaudited pro forma condensed combined balance sheet as of September 30, 2021, assumes that the Transactions occurred on September 30, 2021.
The unaudited pro forma condensed combined statements of income for the twelve months ended December 31, 2021 and the nine months ended September 30, 2021 and September 30, 2020, assume that the Transactions occurred on January 1, 2020.
The following unaudited pro forma condensed combined financial information should be read in conjunction with the following financial statements:
•the audited consolidated financial statements of Sonic as of December 31, 2020 and for the three years ended December 31, 2020;
•the unaudited consolidated financial statements of Sonic as of and for the nine months ended September 30, 2021 and 2020;
•the audited combined and consolidated financial statements of RFJ Auto as of and for the two years ended December 31, 2020; and
•the unaudited combined and consolidated financial statements of RFJ Auto as of and for the nine months ended September 30, 2021 and 2020
The pro forma adjustments reported in these unaudited pro forma condensed combined financial statements are based upon available information and certain assumptions that the Company’s management believes are reasonable. The unaudited pro forma condensed combined financial information of Sonic, after giving effect to the Acquisition (the “Combined Company”) is presented for informational purposes only and is not intended to represent or be indicative of what the results of operations or financial condition would have been had the Transactions actually occurred on the dates indicated, nor is it meant to be indicative of future results of operations or financial condition for any future period or as of any future date. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial statements.
COMBINED COMPANY
Pro Forma Condensed Combined Balance Sheet
As of September 30, 2021
(in thousands)
(unaudited)
| Sonic | RFJ Auto Reported | Reclass | RFJ Auto Reclassed | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||||||||||
| Current Assets: | ||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 220,082 | $ | 57,862 | $ | 57,862 | $ | 112,711 | a | $ | 390,655 | |||||||||||||||||||||||||||
| Contracts in transit | — | 24,171 | (24,171) | — | — | — | ||||||||||||||||||||||||||||||||
| Receivables, net | 278,008 | 47,441 | 24,171 | 71,612 | 13,102 | b | 338,551 | |||||||||||||||||||||||||||||||
| Inventories | 850,469 | 230,463 | 230,463 | 4,566 | b | 1,085,498 | ||||||||||||||||||||||||||||||||
| Other current assets | 123,404 | 2,429 | 2,429 | (57) | b | 125,776 | ||||||||||||||||||||||||||||||||
| Total current assets | 1,471,963 | 362,366 | 362,366 | 106,151 | 1,940,480 | |||||||||||||||||||||||||||||||||
| Property and Equipment, net | 1,232,236 | 119,556 | 119,556 | 9,976 | c | 1,361,768 | ||||||||||||||||||||||||||||||||
| Goodwill | 237,575 | 104,575 | 104,575 | 470,701 | c | 812,851 | ||||||||||||||||||||||||||||||||
| Other Intangible Assets, net | 77,500 | 62,593 | 62,593 | (62,593) | c | 77,500 | ||||||||||||||||||||||||||||||||
| Operating Right-of-Use Lease Assets | 313,425 | — | — | 56,587 | d | 370,012 | ||||||||||||||||||||||||||||||||
| Finance Right-of-Use Lease Assets | 84,267 | — | — | — | 84,267 | |||||||||||||||||||||||||||||||||
| Other Assets | 88,997 | 1,005 | 1,005 | — | 90,002 | |||||||||||||||||||||||||||||||||
| Total assets | $ | 3,505,963 | $ | 650,095 | $ | 650,095 | $ | 580,822 | $ | 4,736,880 | ||||||||||||||||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||||||||||||||||||
| Current Liabilities: | ||||||||||||||||||||||||||||||||||||||
| Notes payable - floor plan - trade | $ | 28,605 | $ | 23,149 | $ | 23,149 | $ | — | $ | 51,754 | ||||||||||||||||||||||||||||
| Notes payable - floor plan - non-trade | 867,152 | 201,186 | 201,186 | (1,890) | b | 1,066,448 | ||||||||||||||||||||||||||||||||
| Trade accounts payable | 105,181 | 23,624 | 23,624 | (2,745) | b | 126,060 | ||||||||||||||||||||||||||||||||
| Operating short-term lease liabilities | 39,684 | — | — | 37,433 | d | 77,117 | ||||||||||||||||||||||||||||||||
| Finance short-term lease liabilities | 35,684 | — | — | — | 35,684 | |||||||||||||||||||||||||||||||||
| Accrued interest | 3,431 | — | 1,127 | 1,127 | (638) | e | 2,793 | |||||||||||||||||||||||||||||||
| Other accrued liabilities | 295,282 | 44,960 | 8,248 | 53,208 | 2,328 | b | 342,570 | |||||||||||||||||||||||||||||||
| Allowance for contingent charges | — | 9,375 | (9,375) | — | — | — | ||||||||||||||||||||||||||||||||
| Current maturities of long-term debt | 53,383 | 14,849 | 14,849 | (14,849) | a | 53,383 | ||||||||||||||||||||||||||||||||
| Total current liabilities | 1,428,402 | 317,143 | 317,143 | 10,264 | 1,755,809 | |||||||||||||||||||||||||||||||||
| Long-Term Debt | 637,774 | 167,578 | 167,578 | 720,907 | a f | 1,526,259 | ||||||||||||||||||||||||||||||||
| Other Long-Term Liabilities | 96,420 | 6,495 | 6,495 | — | 102,915 | |||||||||||||||||||||||||||||||||
| Operating Long-Term Lease Liabilities | 278,315 | — | — | 19,154 | d | 297,469 | ||||||||||||||||||||||||||||||||
| Finance Long-Term Lease Liabilities | 59,303 | — | — | — | 59,303 | |||||||||||||||||||||||||||||||||
| Deferred Income Taxes | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| Commitments and Contingencies | ||||||||||||||||||||||||||||||||||||||
| Stockholders’ Equity: | ||||||||||||||||||||||||||||||||||||||
| Total Stockholders’ Equity | 1,005,749 | 158,879 | 158,879 | (169,503) | f | 995,125 | ||||||||||||||||||||||||||||||||
| Total Liabilities and Stockholders’ Equity | $ | 3,505,963 | $ | 650,095 | $ | 650,095 | $ | 580,822 | $ | 4,736,880 | ||||||||||||||||||||||||||||
COMBINED COMPANY
Pro Forma Condensed Statements of Income
For the Nine Months Ended September 30, 2021
(in thousands, except per share amounts)
(unaudited)
| Sonic | RFJ Auto Reported | RFJ Auto Reclassed | Pro Forma Combined Company | ||||||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, 2021 | For the Nine Months Ended September 30, 2021 | Reclasses | For the Nine Months Ended September 30, 2021 | Pro Forma Adjustments | For the Nine Months Ended September 30, 2021 | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Revenues | $ | — | $ | 2,266,222 | $ | (2,266,222) | $ | — | $ | — | $ | — | |||||||||||||||||||||||
| New vehicles | 3,766,133 | 1,309,664 | 1,309,664 | (26,075) | b | 5,049,722 | |||||||||||||||||||||||||||||
| Used vehicles | 3,666,286 | 734,963 | 734,963 | (13,288) | b | 4,387,961 | |||||||||||||||||||||||||||||
| Wholesale vehicles | 256,701 | 102,724 | 102,724 | (6,919) | b | 352,506 | |||||||||||||||||||||||||||||
| Total vehicles | 7,689,120 | 2,147,351 | (46,282) | 9,790,189 | |||||||||||||||||||||||||||||||
| Parts, service and collision repair | 1,036,736 | 118,871 | 118,871 | (2,846) | b | 1,152,761 | |||||||||||||||||||||||||||||
| Finance, insurance and other, net | 486,000 | 96,721 | — | 96,721 | (909) | b | 581,812 | ||||||||||||||||||||||||||||
| Total revenues | 9,211,856 | 2,362,943 | (50,037) | 11,524,762 | |||||||||||||||||||||||||||||||
| Cost of Sales: | |||||||||||||||||||||||||||||||||||
| Cost of sales | (2,089,171) | 2,089,171 | — | ||||||||||||||||||||||||||||||||
| New vehicles | (3,462,795) | — | (1,239,615) | (1,239,615) | 24,821 | b | (4,677,589) | ||||||||||||||||||||||||||||
| Used vehicles | (3,580,944) | — | (677,057) | (677,057) | 12,285 | b | (4,245,716) | ||||||||||||||||||||||||||||
| Wholesale vehicles | (250,072) | — | (102,277) | (102,277) | 6,986 | b | (345,363) | ||||||||||||||||||||||||||||
| Total vehicles | (7,293,811) | (2,018,949) | 44,092 | (9,268,668) | |||||||||||||||||||||||||||||||
| Parts, service and collision repair | (534,325) | — | (70,222) | (70,222) | 1,613 | b | (602,934) | ||||||||||||||||||||||||||||
| Total cost of sales | (7,828,136) | (2,089,171) | (2,089,171) | 45,705 | (9,871,602) | ||||||||||||||||||||||||||||||
| Gross profit | 1,383,720 | 273,772 | 273,772 | (4,332) | 1,653,160 | ||||||||||||||||||||||||||||||
| Total expenses | (182,701) | 182,701 | — | ||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | (931,349) | — | (172,534) | (172,534) | 3,563 | b d | (1,100,320) | ||||||||||||||||||||||||||||
| Impairment charges | — | — | — | — | (493) | g | (493) | ||||||||||||||||||||||||||||
| Depreciation and amortization | (73,687) | — | (4,436) | (4,436) | (606) | b | (78,729) | ||||||||||||||||||||||||||||
| Operating income (loss) | 378,684 | 91,071 | 96,802 | (1,868) | 473,618 | ||||||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||||||||
| Interest expense, floor plan | (12,781) | — | (5,731) | (5,731) | 296 | b e | (18,216) | ||||||||||||||||||||||||||||
| Interest expense, other, net | (30,180) | (6,474) | — | (6,474) | (24,035) | e | (60,689) | ||||||||||||||||||||||||||||
| Amortization expense | — | — | — | ||||||||||||||||||||||||||||||||
| Other income (expense), net | 100 | 861 | — | 861 | — | 961 | |||||||||||||||||||||||||||||
| Total other income (expense) | (42,861) | (5,613) | (11,344) | (23,739) | (77,944) | ||||||||||||||||||||||||||||||
| Income (loss) from continuing operations before taxes | 335,823 | 85,458 | 85,458 | (25,607) | 395,674 | ||||||||||||||||||||||||||||||
| Provision for income taxes for continuing operations - benefit (expense) | (83,452) | (22,544) | (22,544) | 6,244 | h | (99,752) | |||||||||||||||||||||||||||||
| Income (loss) from continuing operations | 252,371 | 62,914 | 62,914 | (19,363) | 295,922 | ||||||||||||||||||||||||||||||
| Discontinued operations: | — | ||||||||||||||||||||||||||||||||||
| Income (loss) from discontinued operations before taxes | 241 | — | — | — | 241 | ||||||||||||||||||||||||||||||
| Provision for income taxes for discontinued operations - benefit (expense) | (60) | — | — | — | (60) | ||||||||||||||||||||||||||||||
| Income (loss) from discontinued operations | 181 | — | — | — | 181 | ||||||||||||||||||||||||||||||
| Net income (loss) | $ | 252,552 | $ | 62,914 | $ | 62,914 | $ | (19,363) | $ | 296,103 | |||||||||||||||||||||||||
| Basic earnings (loss) per common share: | |||||||||||||||||||||||||||||||||||
| Earnings (loss) per share from continuing operations | $ | 6.07 | $ | 7.12 | |||||||||||||||||||||||||||||||
| Earnings (loss) per share from discontinued operations | 0.01 | 0 | |||||||||||||||||||||||||||||||||
| Earnings (loss) per common share | $ | 6.08 | $ | 7.12 | |||||||||||||||||||||||||||||||
| Weighted average common shares outstanding | 41,561 | 41,561 | |||||||||||||||||||||||||||||||||
| Diluted earnings (loss) per common share: | |||||||||||||||||||||||||||||||||||
| Earnings (loss) per share from continuing operations | $ | 5.81 | $ | 6.82 | |||||||||||||||||||||||||||||||
| Earnings (loss) per share from discontinued operations | 0.01 | 0 | |||||||||||||||||||||||||||||||||
| Earnings (loss) per common share | $ | 5.82 | $ | 6.82 | |||||||||||||||||||||||||||||||
| Weighted average common shares outstanding | 43,416 | 43,416 | |||||||||||||||||||||||||||||||||
COMBINED COMPANY
Pro Forma Condensed Statements of Income
For the Nine Months Ended September 30, 2020
(in thousands, except per share amounts)
(unaudited)
| Sonic | RFJ Auto Reported | RFJ Auto Reclassed | Pro Forma Combined Company | ||||||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, 2020 | For the Nine Months Ended September 30, 2020 | Reclasses | For the Nine Months Ended September 30, 2020 | Pro Forma Adjustments | For the Nine Months Ended September 30, 2020 | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Revenues | $ | — | $ | 1,877,211 | $ | (1,877,211) | $ | — | $ | — | $ | — | |||||||||||||||||||||||
| New vehicles | 2,957,794 | — | 1,144,262 | 1,144,262 | (34,362) | b | 4,067,694 | ||||||||||||||||||||||||||||
| Used vehicles | 2,604,957 | — | 556,685 | 556,685 | (12,827) | b | 3,148,815 | ||||||||||||||||||||||||||||
| Wholesale vehicles | 138,221 | — | 69,491 | 69,491 | (2,832) | b | 204,880 | ||||||||||||||||||||||||||||
| Total vehicles | 5,700,972 | 1,770,438 | (50,021) | 7,421,389 | |||||||||||||||||||||||||||||||
| Parts, service and collision repair | 914,667 | — | 106,773 | 106,773 | (3,429) | b | 1,018,011 | ||||||||||||||||||||||||||||
| Finance, insurance and other, net | 352,848 | 79,003 | — | 79,003 | (858) | b | 430,993 | ||||||||||||||||||||||||||||
| Total revenues | 6,968,487 | 1,956,214 | (54,308) | 8,870,393 | |||||||||||||||||||||||||||||||
| Cost of Sales: | |||||||||||||||||||||||||||||||||||
| Cost of sales | — | (1,743,391) | 1,743,391 | — | |||||||||||||||||||||||||||||||
| New vehicles | (2,804,314) | — | (1,097,047) | (1,097,047) | 33,786 | b | (3,867,575) | ||||||||||||||||||||||||||||
| Used vehicles | (2,517,421) | — | (513,478) | (513,478) | 12,160 | b | (3,018,739) | ||||||||||||||||||||||||||||
| Wholesale vehicles | (136,260) | — | (70,763) | (70,763) | 2,934 | b | (204,089) | ||||||||||||||||||||||||||||
| Total vehicles | (5,457,995) | (1,681,288) | 48,880 | (7,090,403) | |||||||||||||||||||||||||||||||
| Parts, service and collision repair | (475,964) | — | (62,103) | (62,103) | 2,118 | b | (535,949) | ||||||||||||||||||||||||||||
| Total cost of sales | (5,933,959) | (1,743,391) | (1,743,391) | 50,998 | (7,626,352) | ||||||||||||||||||||||||||||||
| Gross profit | 1,034,528 | 212,823 | 212,823 | (3,310) | 1,244,041 | ||||||||||||||||||||||||||||||
| Total expenses | — | (161,118) | 161,118 | — | |||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | (769,688) | — | (146,207) | (146,207) | 3,372 | b d | (912,524) | ||||||||||||||||||||||||||||
| Impairment charges | (268,859) | — | — | — | — | (268,859) | |||||||||||||||||||||||||||||
| Depreciation and amortization | (67,879) | — | (4,452) | (4,452) | (592) | b | (72,923) | ||||||||||||||||||||||||||||
| Operating income (loss) | (71,898) | 51,705 | 62,164 | (531) | (10,265) | ||||||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||||||||
| Interest expense, floor plan | (21,821) | — | (10,459) | (10,459) | 629 | b e | (31,651) | ||||||||||||||||||||||||||||
| Interest expense, other, net | (31,523) | (6,916) | — | (6,916) | (39,156) | e | (77,595) | ||||||||||||||||||||||||||||
| Amortization expense | — | — | — | ||||||||||||||||||||||||||||||||
| Other income (expense), net | 100 | 567 | — | 567 | — | 667 | |||||||||||||||||||||||||||||
| Total other income (expense) | (53,244) | (6,349) | (16,808) | (38,527) | (108,579) | ||||||||||||||||||||||||||||||
| Income (loss) from continuing operations before taxes | (125,142) | 45,356 | 45,356 | (39,058) | (118,844) | ||||||||||||||||||||||||||||||
| Provision for income taxes for continuing operations - benefit (expense) | 16,995 | (12,667) | — | (12,667) | 10,011 | h | 14,339 | ||||||||||||||||||||||||||||
| Income (loss) from continuing operations | (108,147) | 32,689 | 32,689 | (29,047) | (104,505) | ||||||||||||||||||||||||||||||
| Discontinued operations: | — | ||||||||||||||||||||||||||||||||||
| Income (loss) from discontinued operations before taxes | (808) | — | — | — | — | (808) | |||||||||||||||||||||||||||||
| Provision for income taxes for discontinued operations - benefit (expense) | 231 | — | — | — | — | 231 | |||||||||||||||||||||||||||||
| Income (loss) from discontinued operations | (577) | — | — | — | (577) | ||||||||||||||||||||||||||||||
| Net income (loss) | $ | (108,724) | $ | 32,689 | $ | 32,689 | $ | (29,047) | $ | (105,082) | |||||||||||||||||||||||||
| Basic earnings (loss) per common share: | |||||||||||||||||||||||||||||||||||
| Earnings (loss) per share from continuing operations | $ | (2.53) | $ | (2.45) | |||||||||||||||||||||||||||||||
| Earnings (loss) per share from discontinued operations | (0.02) | (0.01) | |||||||||||||||||||||||||||||||||
| Earnings (loss) per common share | $ | (2.55) | $ | (2.46) | |||||||||||||||||||||||||||||||
| Weighted average common shares outstanding | 42,687 | 42,687 | |||||||||||||||||||||||||||||||||
| Diluted earnings (loss) per common share: | |||||||||||||||||||||||||||||||||||
| Earnings (loss) per share from continuing operations | $ | (2.53) | $ | (2.45) | |||||||||||||||||||||||||||||||
| Earnings (loss) per share from discontinued operations | (0.02) | (0.01) | |||||||||||||||||||||||||||||||||
| Earnings (loss) per common share | $ | (2.55) | $ | (2.46) | |||||||||||||||||||||||||||||||
| Weighted average common shares outstanding | 42,687 | 42,687 | |||||||||||||||||||||||||||||||||
COMBINED COMPANY
Pro Forma Condensed Statements of Income
For the Twelve Months Ended December 31, 2020
(in thousands, except per share amounts)
(unaudited)
| Sonic | RFJ Auto Reported | RFJ Auto Reclassed | Pro Forma Combined Company | ||||||||||||||||||||||||||||||||
| For the Year Ended December 31, 2020 | For the Year Ended December 31, 2020 | Reclasses | For the Year Ended December 31, 2020 | Pro Forma Adjustments | For the Year Ended December 31, 2020 | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Revenues | $ | — | $ | 2,729,076 | $ | (2,729,076) | $ | — | $ | — | $ | — | |||||||||||||||||||||||
| New vehicles | 4,281,223 | — | 1,755,603 | 1,755,603 | (48,764) | b | 5,988,062 | ||||||||||||||||||||||||||||
| Used vehicles | 3,564,832 | — | 734,591 | 734,591 | (16,594) | b | 4,282,829 | ||||||||||||||||||||||||||||
| Wholesale vehicles | 197,378 | — | 96,582 | 96,582 | (4,693) | b | 289,267 | ||||||||||||||||||||||||||||
| Total vehicles | 8,043,433 | — | 2,586,776 | (70,051) | 10,560,158 | ||||||||||||||||||||||||||||||
| Parts, service and collision repair | 1,233,735 | — | 142,300 | 142,300 | (4,485) | b | 1,371,550 | ||||||||||||||||||||||||||||
| Finance, insurance and other, net | 489,874 | 105,516 | — | 105,516 | (1,135) | b | 594,255 | ||||||||||||||||||||||||||||
| Total revenues | 9,767,042 | 2,834,592 | (75,671) | 12,525,963 | |||||||||||||||||||||||||||||||
| Cost of Sales: | |||||||||||||||||||||||||||||||||||
| Cost of sales | — | (2,551,942) | 2,551,942 | — | |||||||||||||||||||||||||||||||
| New vehicles | (4,047,132) | (1,692,621) | (1,692,621) | 47,500 | b | (5,692,253) | |||||||||||||||||||||||||||||
| Used vehicles | (3,458,834) | (678,968) | (678,968) | 15,783 | b | (4,122,019) | |||||||||||||||||||||||||||||
| Wholesale vehicles | (198,249) | (98,183) | (98,183) | 4,815 | b | (291,617) | |||||||||||||||||||||||||||||
| Total vehicles | (7,704,215) | (2,469,772) | 68,098 | (10,105,889) | |||||||||||||||||||||||||||||||
| Parts, service and collision repair | (639,182) | (82,170) | (82,170) | 2,688 | b | (718,664) | |||||||||||||||||||||||||||||
| Total cost of sales | (8,343,397) | 2,551,942 | (2,551,942) | 70,786 | (10,824,553) | ||||||||||||||||||||||||||||||
| Gross profit | 1,423,645 | 282,650 | 282,650 | (4,885) | 1,701,410 | ||||||||||||||||||||||||||||||
| Total expenses | — | (211,888) | 211,888 | — | |||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | (1,028,666) | (191,053) | (191,924) | 3,815 | b d | (1,216,775) | |||||||||||||||||||||||||||||
| Impairment charges | (270,017) | (871) | (871) | — | (270,888) | ||||||||||||||||||||||||||||||
| Depreciation and amortization | (91,023) | (5,867) | (5,867) | (807) | b | (97,697) | |||||||||||||||||||||||||||||
| Operating income (loss) | 33,939 | 70,762 | 83,988 | (1,877) | 116,050 | ||||||||||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||||||||||||||
| Interest expense, floor plan | (27,228) | — | (13,226) | (13,226) | 585 | b e | (39,869) | ||||||||||||||||||||||||||||
| Interest expense, other, net | (41,572) | (8,985) | — | (8,985) | (46,924) | e | (97,481) | ||||||||||||||||||||||||||||
| Amortization expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Other income (expense), net | 97 | (279) | — | (279) | — | (182) | |||||||||||||||||||||||||||||
| Total other income (expense) | (68,703) | (9,264) | (22,490) | (46,339) | (137,532) | ||||||||||||||||||||||||||||||
| Income (loss) from continuing operations before taxes | (34,764) | 61,498 | 61,498 | (48,216) | (21,482) | ||||||||||||||||||||||||||||||
| Provision for income taxes for continuing operations - benefit (expense) | (15,900) | (17,111) | — | (17,111) | 12,295 | h | (20,716) | ||||||||||||||||||||||||||||
| Income (loss) from continuing operations | (50,664) | 44,387 | 44,387 | (35,921) | (42,198) | ||||||||||||||||||||||||||||||
| Discontinued operations: | — | ||||||||||||||||||||||||||||||||||
| Income (loss) from discontinued operations before taxes | (1,002) | — | — | — | (1,002) | ||||||||||||||||||||||||||||||
| Provision for income taxes for discontinued operations - benefit (expense) | 281 | — | — | — | 281 | ||||||||||||||||||||||||||||||
| Income (loss) from discontinued operations | (721) | — | — | — | (721) | ||||||||||||||||||||||||||||||
| Net income (loss) | $ | (51,385) | $ | 44,387 | $ | 44,387 | $ | (35,921) | $ | (42,919) | |||||||||||||||||||||||||
| Basic earnings (loss) per common share: | |||||||||||||||||||||||||||||||||||
| Earnings (loss) per share from continuing operations | $ | (1.19) | $ | (0.99) | |||||||||||||||||||||||||||||||
| Earnings (loss) per share from discontinued operations | (0.02) | (0.02) | |||||||||||||||||||||||||||||||||
| Earnings (loss) per common share | $ | (1.21) | $ | (1.01) | |||||||||||||||||||||||||||||||
| Weighted average common shares outstanding | 42,483 | 42,483 | |||||||||||||||||||||||||||||||||
| Diluted earnings (loss) per common share: | |||||||||||||||||||||||||||||||||||
| Earnings (loss) per share from continuing operations | $ | (1.19) | $ | (0.99) | |||||||||||||||||||||||||||||||
| Earnings (loss) per share from discontinued operations | (0.02) | (0.02) | |||||||||||||||||||||||||||||||||
| Earnings (loss) per common share | $ | (1.21) | $ | (1.01) | |||||||||||||||||||||||||||||||
| Weighted average common shares outstanding | 42,483 | 42,483 | |||||||||||||||||||||||||||||||||
1.Basis of Presentation
The unaudited pro forma condensed combined financial information includes pro forma adjustments that are (1) directly attributable to the Transactions, (2) factually supportable and (3) with respect to the unaudited pro forma condensed combined statements of income, expected to have a continuing impact on the operating results of the Combined Company.
The Acquisition was accounted for by Sonic as a business combination using the acquisition method of accounting under ASC Topic 805, Business Combinations. Under the acquisition method of accounting, the purchase price was allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition, with any excess purchase price allocated to goodwill. To date, Sonic has estimated a preliminary allocation of the purchase price to the assets acquired and liabilities assumed in the Transactions, and the final allocation of such purchase price will be determined as further information becomes available. The final purchase price allocation may differ from that reflected in the following unaudited pro forma condensed combined financial statements, and these differences may be material.
The unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2021, assumes that the Transactions occurred on September 30, 2021. The unaudited pro forma condensed combined statements of income for the twelve months ended December 30, 2020 and the nine months ended September 30, 2021 and 2020, assume that the Transactions occurred on January 1, 2020.
The pro forma adjustments reported in these unaudited pro forma condensed combined financial statements are based upon available information and certain assumptions that the Company’s management believes are reasonable. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not intended to represent or be indicative of what the results of operations or financial condition would have been had the Transactions actually occurred on the dates indicated, nor is it meant to be indicative of future results of operations or financial condition for any future period or as of any future date. The unaudited pro forma condensed combined financial information of the Combined Company should be read in conjunction with the audited and unaudited historical financial statements and related notes of the Company and of RFJ Auto.
Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information.
2.Sources of Purchase Price
The Company acquired substantially all of the assets of, and certain real property related to, RFJ Auto, including goodwill and franchise rights intangible assets, real estate and leaseholds, and parts and fixed assets, and assume substantially all of the liabilities of RFJ Auto, in each case subject to certain adjustments described in the Merger Agreement. We paid approximately $968.7 million to fund the purchase consideration for the Acquisition (including vehicle inventory that we acquired), which includes approximately $18.5 million in transaction fees and expenses related to the Acquisition. We financed the Acquisition using (1) a portion of the net proceeds of the issuance and sale of the 2021 Notes, borrowings under the Company’s amended and restated syndicated new and used vehicle floor plan credit facilities (the “2021 Floor Plan Facilities”), and cash on hand. The consideration is subject to customary post close adjustments.
3.Purchase Price Allocation
Under the acquisition method of accounting, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed. The following allocation of the preliminary purchase price to acquired identifiable assets and assumed liabilities is based on the preliminary valuation of the tangible and identifiable intangible assets acquired and liabilities assumed in the Acquisition as of September 30, 2021, used by management to prepare the unaudited pro forma condensed combined financial information. The following table summarizes the allocation of the estimated purchase price based on preliminary estimates of fair value:
| (in millions) | |||||
| Cash | $ | 23.6 | |||
| Receivables | 31.4 | ||||
| Inventories | 235 | ||||
| Other current assets | 4.4 | ||||
| Property and equipment | 129.7 | ||||
| Goodwill and intangible franchise assets | 574.2 | ||||
| Total assets acquired | 998.3 | ||||
| Trade accounts payable | (11.2) | ||||
| Other accrued liabilities | (36.9) | ||||
| Total liabilities assumed | (48.1) | ||||
| Net assets acquired | $ | 950.2 | |||
The fair value of the property and equipment acquired is summarized below:
| Fair Value (in millions) | Estimated Life | |||||||||||||
| Land | $ | 31.7 | N/A | |||||||||||
| Buildings | 89 | 20 years | ||||||||||||
| Furniture, fixtures and equipment | 8.8 | 3–10 years | ||||||||||||
| Total | $ | 129.5 | ||||||||||||
The final purchase price allocation will be determined once the Company has completed the detailed valuations and necessary calculations, and is subject to customary post close consideration adjustments pursuant to the Merger Agreement. New and used vehicle inventories at the RFJ Auto dealerships vary significantly from time to time. The estimated inventories shown in the purchase price allocation above was derived from the unaudited historical financial statements for RFJ Auto as of September 30, 2021, and the actual value of vehicle inventories acquired will depend on the actual new and used vehicle inventories at the RFJ Auto dealerships on the closing date of the Acquisition.
The estimated fair values of assets acquired and liabilities assumed were based upon preliminary analysis performed for the preparation of the unaudited pro forma condensed combined financial information and are subject to the final valuations that will be completed after consummation of the Acquisition. These estimates and assumptions are subject to change within the measurement period as additional information is obtained. A decrease in the fair value of the assets acquired or liabilities assumed in the Acquisition from the preliminary valuations presented would result in a dollar-for-dollar corresponding increase in the amount of goodwill resulting from the Acquisition. In addition, if the value of the property and equipment and other intangible assets is higher than the amount included in these unaudited pro forma condensed combined financial statements, it may result in higher depreciation and amortization expense than is presented herein. Any such increases could be material and could result in the Company’s actual future financial condition or results of operations differing materially from that
presented herein. As a result, the final purchase price allocation may differ materially from the preliminary purchase price allocation.
4.Reclassifications
After the Acquisition, the accounting policies applicable to RFJ Auto will be conformed to those of the Company. The Company has identified preliminary adjustments to the presentation of the historical financial statements of RFJ Auto to those of the Company based upon currently available information and assumptions management believes to be reasonable. The following reclassifications were made in the “Reclasses” column of the unaudited pro forma condensed statements of income in order to conform with the corresponding treatment for the Company’s financial reporting:
•Contracts in transit of $24.2 million were reclassified to receivables, net to conform to RFJ Auto reported amounts to the Company’s presentation.
•Accrued interest of $1.1 million was reclassified from other accrued liabilities to accrued interest to conform RFJ Auto reported amounts to the Company’s presentation.
•Allowance for contingent charges of $9.4 million were reclassified from allowance for contingent charges to other accrued liabilities to conform RFJ Auto reported amounts to the Company’s presentation.
•RFJ Auto’s revenues and cost of sales were reclassified to conform with the Company’s presentation to separately reflect revenues and cost of sales from new vehicles, used vehicles, wholesale vehicles, parts, and service and collision repair. Revenues from the arrangement of extended warranties, service contracts, financing, insurance and other aftermarket products were reclassified to be a separate caption within total revenues.
•RFJ Auto’s total expenses were reclassified to selling, general and administrative expenses, impairment, depreciation and amortization, and interest expense, floor plan to conform with the Company’s presentation as follows:
Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | Twelve Months Ended December 31, 2020 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Selling, general and administrative expenses | $ | 172,534 | $ | 146,207 | $ | 191,924 | |||||||||||
| Impairment charges | — | — | 871 | ||||||||||||||
| Depreciation and Amortization | 4,436 | 4,452 | 5,867 | ||||||||||||||
| Interest expense, floor plan | 5,731 | 10,459 | 13,226 | ||||||||||||||
| RFJ Auto total expenses, as presented | $ | 182,701 | $ | 161,118 | $ | 211,888 | |||||||||||
•RFJ Auto’s amortization expense was reclassified to depreciation and amortization to conform with the Company’s presentation.
Management of the Company is currently in the process of conducting a more detailed review of accounting policies used in the historical financial statements of RFJ Auto to determine if differences in accounting policies require any further reclassification to conform to the Company’s accounting policies and classifications. As a result, we may identify additional differences between the accounting policies of the Company and RFJ Auto that, when conformed, could have a material impact on these unaudited pro forma condensed combined financial statements.
5.Pro forma adjustments
The pro forma adjustments set forth in the unaudited pro forma condensed combined financial information reflect the following:
a.Cash provided by the Transactions of $170.6 million less RFJ Auto’s cash and cash equivalents of $57.9 million not included in the Transactions and RFJ Auto’s long-term debt $167.6 million and current maturities of long-term debt of $14.8 million not assumed by the Company have been eliminated from the proforma condensed combined proforma balance sheet as of September 30, 2021.
b.Two RFJ Auto dealerships were divested by RFJ Auto prior to the closing of the Acquisition and, therefore, were excluded from the Merger Agreement. The financial position and results of operations of these disposed dealerships have been eliminated from the pro forma condensed combined financial statements for all periods presented.
c.The preliminary estimate of fair value of assets acquired and liabilities assumed, as described in Footnote 3 to the unaudited pro forma condensed combined financial statements, and the elimination of the historical intangible assets and goodwill of RFJ Auto of $62.6 million and $104.6 million, respectively.
d.The historical financial statements of RFJ Auto do not reflect the adoption of ASC 842, Leases. In order to conform the presentation of lease accounting, these unaudited pro forma condensed consolidated financial statements reflect the right of use assets and lease liabilities for operating leases and related incremental rent expense of RFJ Auto.
e.Adjustments to indebtedness as a result of the issuance of $1,150.0 million aggregate principal amount of 2021 Notes, a portion of the net proceeds of which were used to fund the Acquisition, and related debt issuance costs of $14.2 million less the redemption of the of the Company’s 6.125% Notes of $247.3 million and related elimination of accrued interest of $0.6 million.
The resulting interest expense adjustments related to the financing transactions, including interest on incremental borrowings, amortization of estimated debt issuance costs, write-off of costs associated with the 6.125% Notes and reductions as a result of the RFJ Auto indebtedness which were not assumed by the Company.
The impact on interest includes the following:
Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | Twelve Months Ended December 31, 2020 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Premium on redemption of 6.125% Notes and other costs | $ | — | $ | (15,544) | $ | (15,544) | |||||||||||
| Elimination of interest on 6.125% Notes | 11,786 | 11,767 | 15,694 | ||||||||||||||
| Interest on RFJ Auto indebtedness not assumed | 6,474 | 6,916 | 8,985 | ||||||||||||||
| Interest on new borrowings | (40,828) | (40,828) | (54,438) | ||||||||||||||
| Amortization of deferred financing costs of new borrowings | (1,467) | (1,467) | (1,621) | ||||||||||||||
| Total pro forma adjustment to interest expense, other, net | $ | (24,035) | $ | (39,156) | $ | (46,924) | |||||||||||
f.Represents the elimination of RFJ Auto’s stockholders’ equity, the premium on redemption of the 6.125% Notes and other transaction costs, net of tax of $12.1 million.
g.Represents the reclass of impairment charges included in RFJ Auto’s selling, general and administrative expenses.
h.Tax impact of applicable pro forma adjustments affecting income utilizing a fully blended rate of 25%.