SAH on NYSE

Sonic Automotive

Logo: Sonic Automotive, Public domain, via Wikimedia Commons6

American automotive retailing company

Sonic Automotive is a Fortune 500 company based in Charlotte, North Carolina, and is the fifth largest automotive retailer in the United States as measured by total revenues. The company was founded by O Bruton Smith and completed its initial public offering on the NYSE in 1997. Sonic Automotive operates in 24 states with more than 100 dealerships representing over 25 different brands of automobiles.3 Its shares trade on NYSE under the symbol SAH.1 Wikipedia text CC BY-SA 4.0

$60.31 down 3.72 (5.81%)Price as of Oct 21, 2026 at 18:59 UTC

Last updated Oct 21, 2026.

Overview

$15.2BRevenue, fiscal 20257
$118.7MNet income, fiscal 20257
Jan 1, 1997Founded1

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  • TickerSAH on NYSE1
  • Industryautomotive industry1
  • HeadquartersCharlotte1
  • Websitewww.sonicautomotive.com
  • Legal formDelaware corporation1
  • Incorporated inDE8
  • Business address4401 Colwick Road, Charlotte, Nc 282118
  • Filer categoryLarge accelerated filer8
  • LEI549300NTLRGJ2JCBZU034
  • StatusActive4
  • LEI statusIssued and current4
  • Registered addressC/O THE CORPORATION TRUST COMPANY, 19801 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 27143194

Sonic Automotive is a Fortune 500 company based in Charlotte, North Carolina, and is the fifth largest automotive retailer in the United States as measured by total revenues. The company was founded by O Bruton Smith and completed its initial public offering on the NYSE in 1997.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

15.7%Gross margin7
2.4%Operating margin7
0.8%Net margin7
6.5%Revenue growth, 20257
11.1%Return on equity7
1.46×Debt to equity7
$417.5MFree cash flow7

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Retail New Vehicles brought in 47% of the revenue Sonic Automotive broke down this way in fiscal 2025.

  1. Retail New Vehicles$7.0B747%up 8% from 2024
  2. Used Vehicles$4.9B732%up 2% from 2024
  3. Parts, Service and Collision Repair$2.0B713%up 9% from 2024
  4. Finance, Insurance, And Other, Net$798.9M75%up 13% from 2024
  5. Wholesale Vehicles$314.1M72%up 9% from 2024
  6. Fleet New Vehicles$101.5M71%up 7% from 2024
Products and services by year
Products and services202320242025
Retail New Vehicles$6.3B$6.5B$7.0B
Used Vehicles$5.2B$4.8B$4.9B
Parts, Service and Collision Repair$1.8B$1.8B$2.0B
Finance, Insurance, And Other, Net$683.7M$707.8M$798.9M
Wholesale Vehicles$318.8M$287.1M$314.1M
Fleet New Vehicles$92.2M$95.3M$101.5M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue84¢$12.8B
  • Selling, general and admin11¢$1.7B
  • Other costs4¢$531.9M
  • Income tax0¢$54.1M
  • Profit1¢$118.7M

Out of $15.2B in revenue.7

Where each dollar of operating cash went, fiscal 2025

  • Capital spending26¢$149.9M
  • Dividends paid9¢$48.8M
  • Share buybacks15¢$82.4M
  • Kept or used elsewhere50¢$286.3M

Out of $567.4M of cash from operations.7

Financial statements

Revenue11121314157$15.2B in 2025+52% since 2018
0$5.0B$10.0B$15.0B$20.0B2018: $10.0B$10.0B20182019: $10.5B$10.5B2019+5%2020: $9.8B$9.8B2020−7%2021: $12.4B$12.4B2021+27%2022: $14.0B$14.0B2022+13%2023: $14.4B$14.4B2023+3%2024: $14.2B$14.2B2024−1%2025: $15.2B$15.2B2025+7%
Gross profit11121314157$2.4B in 2025+65% since 2018
0$1.0B$2.0B$3.0B2018: $1.4B$1.4B20182019: $1.5B$1.5B2019+5%2020: $1.4B$1.4B2020−6%2021: $1.9B$1.9B2021+34%2022: $2.3B$2.3B2022+21%2023: $2.2B$2.2B2023−3%2024: $2.2B$2.2B2024−2%2025: $2.4B$2.4B2025+9%
Operating income11121314157$367.5M in 2025+107% since 2018
0$200.0M$400.0M$600.0M2018: $177.7M$177.7M20182019: $307.7M$307.7M2019+73%2020: $33.9M$33.9M2020−89%2021: $538.4M$538.4M2021+1488%2022: $314.0M$314.0M2022−42%2023: $423.6M$423.6M2023+35%2024: $461.5M$461.5M2024+9%2025: $367.5M$367.5M2025−20%
Net income11121314157$118.7M in 2025+130% since 2018
-$200.0M0$200.0M$400.0M2018: $51.6M$51.6M20182019: $144.1M$144.1M2019+179%2020: -$51.4M-$51.4M20202021: $348.9M$348.9M20212022: $88.5M$88.5M2022−75%2023: $178.2M$178.2M2023+101%2024: $216.0M$216.0M2024+21%2025: $118.7M$118.7M2025−45%

Every line of the income statement as filed: the last 3 fiscal years, latest first.7

Period ending2025-12-312024-12-312023-12-31
Total revenues$15.2B$14.2B$14.4B
Total cost of sales-$12.8B-$12.0B-$12.1B
Gross profit$2.4B$2.2B$2.2B
Selling, general and administrative expenses-$1.7B-$1.6B-$1.6B
Impairment charges$173.8M$3.9M$79.3M
Depreciation and amortization-$163.4M-$150.4M-$142.3M
Operating income$367.5M$461.5M$423.6M
Interest expense, floor plan-$84.7M-$86.9M-$67.2M
Interest expense, other, net-$110.1M-$118.0M-$114.6M
Other income (expense), net$100.0K-$500.0K$100.0K
Total other expense-$194.7M-$205.4M-$181.7M
Income before taxes$172.8M$256.1M$241.9M
Provision for income taxes - expense-$54.1M$40.1M$63.7M
Net income$118.7M$216.0M$178.2M
Earnings (loss) per common share (usd per share)$3.49$6.34$5.09
Weighted average common shares outstanding (in shares)34.0M shares34.1M shares35.0M shares
Earnings (loss) per common share (usd per share)$3.42$6.18$4.97
Weighted average common shares outstanding (in shares)34.7M shares35.0M shares35.9M shares

Compare Sonic Automotive with another company

Corporate structure

Sonic Automotive sits at the top of its group. 4 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Sonic Automotive

  • Sonic Automotive Charlotte, North Carolina, United States
    • Car Cash of Subsidiary · North Carolina, United States
    • Sonic Automotive of Subsidiary · Nevada, United States
    • Sonic of Subsidiary · Texas, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Sonic Automotive reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Accumulated depreciation$1.1B7 Dec 31, 2025$1.0B7 Dec 31, 2024+8.3%
Property and equipment, net$1.6B7 Dec 31, 2025$1.6B7 Dec 31, 2024−2.7%
Finance-lease assets$328.4M7 Dec 31, 2025$317.2M7 Dec 31, 2024+3.5%
Operating-lease assets (leased space)$279.1M7 Dec 31, 2025$224.3M7 Dec 31, 2024+24.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$6.3M7 Dec 31, 2025$44.0M7 Dec 31, 2024−85.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$421.8M7 Dec 31, 2025$358.5M7 Dec 31, 2024+17.7%
Intangible assets, net (excluding goodwill)$454.1M7 Dec 31, 2025$430.3M7 Dec 31, 2024+5.5%

Inventory

ItemLatestA year beforeChange
Inventory, total$2.0B7 Dec 31, 2025$2.0B7 Dec 31, 2024+2.8%

Properties, in its own words

Our principal executive offices are located at a property owned by us at 4401 Colwick Road, Charlotte, North Carolina 28211, and our telephone number at that location is (704) 566-2400.

Our dealerships are generally located along major U.S. or interstate highways. One of the principal factors we consider in evaluating a potential acquisition is its location. We prefer to acquire dealerships or build dealership facilities located along major thoroughfares, which can be easily visited by prospective guests. For information regarding the states in which we operate and the breakdown of our stores among our operating segments, see the discussion under the heading “Our Business” in “Item 1. Business.”

The rest of Item 2

We lease a significant number of the properties utilized by our dealership operations from affiliates of Capital Automotive Real Estate Services, Inc. and other individuals and entities. Under the terms of our franchise and dealer agreements, each of our dealerships must maintain an appropriate appearance and design of its dealership facility and is restricted in its ability to relocate. The properties utilized by our dealership operations that are owned by us or one of our subsidiaries are pledged as security for the Credit Facilities, the Mortgage Facility and Sidecar Facility or other mortgage financing arrangements. We believe that our facilities are adequate for our current needs.

Item 2 of the 10-K filed Feb 23, 2026.21

The story

Founded by Bruton Smith on Jan 1, 1997.1

Sonic Automotive was launched as a public company in November 1997 by O Bruton Smith. At the time, the company had 20 stores, representing 15 brands and several hundred employees. The Smith family holds over 30% of the total shares outstanding but has over 80% of the voting power because of a dual-class structure with Super-voting stock.

Sonic ranked 300th on the 2022 Fortune 500 list. The company also is a member of the Russell 2000 Index.

From Wikipedia’s article on Sonic Automotive, shared under CC BY-SA 4.0.9

Leadership

Who has led Sonic Automotive, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (16)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Car Cash of North Carolina, Inc. NC10
  • Sonic Automotive of Nevada, Inc. NV10
  • Sonic of Texas, Inc. TX10

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Acquisitions

In 2001, Sonic made its entrance into the Oklahoma City market with the purchase of Boyd Chevrolet and Steve Bailey Honda.

In 2002, Sonic acquired the sixteen-location Michigan-based Don Massey Dealerships. This brought the company to 134 total locations, making it the second-largest automotive retailer at the time. The acquisition also brought Sonic to 23 total Cadillac dealerships, representing between 5-7% of the brand's total revenue.

In July 2003, Sonic agreed to purchase eighteen dealerships, including the Momentum Automotive Group in Houston, Texas. Sonic's presence in the Houston area had traditionally been with domestic brands, but the acquisition of Momentum added BMW, Jaguar, and Audi brands to the company's portfolio. This sale also represented the first direct acquisition of a Saturn franchise by a retail automotive group, with the purchase of two Bay Area Saturn stores.

Sonic purchased two dealerships from PPE Houston in January 2007. The acquisition of the Land Rover and Jaguar stores brought Sonic to 173 franchises and 37 collision repair centers.

Read the full text

Sonic halted its acquisition strategy during the Great Recession but returned to acquiring new locations in order to drive growth in 2013.

In November 2014, Sonic traded one of its Don Massey Cadillac locations in Lone Tree, CO, to the Denver-based John Elway Automotive Group in exchange for the John Elway Chevrolet location and the associated real estate. The trade came about as a way for the brand to acquire a strong-performing Chevrolet franchise, as well as a plot of land beside the dealership on which the new Murray Imports BMW location could be built.

Sonic purchased the four AutoMatch USA used car locations in Florida and Georgia in 2016. These locations were rebranded under Sonic's EchoPark brand.

In October 2017, Sonic sold its Capitol Chevrolet & Hyundai franchise in Columbia, SC to the Stivers Automotive Group.

In May 2018, Sonic sold its Lone Star Ford franchise in Houston, TX to the Doggett Auto Group. The store was renamed Doggett Ford and moved into a new facility alongside Doggett's John Deere equipment dealership.

Sonic sold two dealerships to Graham Holdings in February 2019. The Lexus of Rockville store was renamed Ourisman Lexus of Rockville, as Graham has partnered with Chris Ourisman, president of the Ourisman Auto Group, to manage the locations. The Honda location in Vienna, Virginia, has been renamed Ourisman Honda of Tysons Corner.

In December 2021, Sonic acquired RFJ Auto Partners, a top 15 dealership group with approximately $3.2 billion in total annual revenues, adding 33 locations in six states to the Sonic Automotive portfolio.

Sonic acquired two franchises throughout 2022, the first being Sun Chevrolet in Chittenango, New York coming in January, and the second, Audi Owings Mills coming aboard in August.

In February 2023, Sonic Automotive acquired the Black Hills Harley-Davidson franchise in Rapid City, South Dakota, home of the Sturgis Motorcycle Rally. The Audi of New Orleans dealership was added to the Sonic portfolio in December of 2024.

From Wikipedia’s article on Sonic Automotive, shared under CC BY-SA 4.0.9

Timeline

  1. Jul 30, 20268-K Results of operations; Regulation FD disclosure43
  2. May 8, 20268-K Executive or director change44
  3. May 1, 20268-K Executive or director change; Shareholder vote45
  4. Apr 30, 20268-K Results of operations; Regulation FD disclosure46
  5. Apr 2, 20268-K Entered a material agreement; New debt or obligation47
  6. Feb 18, 20268-K Results of operations; Regulation FD disclosure48
  7. Feb 13, 20268-K Executive or director change49
  8. Oct 23, 20258-K Results of operations; Regulation FD disclosure50
  9. Jul 24, 20258-K Results of operations; Regulation FD disclosure51
  10. Apr 24, 20258-K Results of operations; Regulation FD disclosure52
  11. Apr 24, 20258-K Shareholder vote53
  12. Feb 12, 20258-K Results of operations; Regulation FD disclosure54
  13. Nov 3, 2015New chief executive Bryan Scott Smith becomes CEO22
  14. Feb 13, 2006New chief executive Bruton Smith becomes CEO23
  15. Jan 1, 1997Founded Founded1

Calendar

Coming up

  1. Oct 29, 2026 · Before the openReports results for the quarter ending Sep/2026 A year earlier it reported $1.41 a share, on Oct 23, 2025.55

When it reported results

  1. Jul 30, 2026Reported quarterly or annual results43
  2. Apr 30, 2026Reported quarterly or annual results46
  3. Feb 18, 2026Reported quarterly or annual results48
  4. Oct 23, 2025Reported quarterly or annual results50
  5. Jul 24, 2025Reported quarterly or annual results51
  6. Apr 24, 2025Reported quarterly or annual results52
  7. Feb 12, 2025Reported quarterly or annual results54
  8. Oct 24, 2024Reported quarterly or annual results56

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

271 filings to the SEC since October 2021: 5 annual reports, 17 quarterly reports, 54 major events, 137 insider forms, 17 large holders, 41 other. The latest 20:

  1. Oct 9, 20264 PRIMARY DOCUMENT EDGAR
  2. Oct 7, 20264 PRIMARY DOCUMENT EDGAR
  3. Oct 6, 20264 PRIMARY DOCUMENT EDGAR
  4. Oct 6, 20264 PRIMARY DOCUMENT EDGAR
  5. Jul 30, 202610-Q EDGAR
  6. Jul 30, 20268-K EDGAR
  7. Jun 17, 2026SCHEDULE 13D/A EDGAR
  8. Jun 10, 2026144 EDGAR
  9. Jun 10, 20264 EDGAR
  10. Jun 9, 2026144 EDGAR
  11. Jun 8, 2026144 EDGAR
  12. Jun 8, 20264 EDGAR
  13. Jun 3, 20264 EDGAR
  14. Jun 1, 20264 EDGAR
  15. May 28, 2026144 EDGAR
  16. May 8, 20268-K EDGAR
  17. May 6, 20264 EDGAR
  18. May 6, 20264 EDGAR
  19. May 6, 20264 EDGAR
  20. May 5, 2026S-8 EDGAR

The 271 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

46 open-market trades by officers, directors and large owners since October 2021: 8 buys and 38 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 10, 2026DYKE JEFFPresidentSale35,114$85.22$3.0MForm 4
Jun 9, 2026DYKE JEFFPresidentSale14,886$85.13$1.3MForm 4
Jun 8, 2026DYKE JEFFPresidentSale50,000$82.97$4.1MForm 4
Jun 2, 2026Byrd HeathEVP and CFOSale5,061$85.00$430.2KForm 4
May 28, 2026Byrd HeathEVP and CFOSale9,526$85.00$809.7KForm 4
Feb 17, 2026Rusnak Paul P.10% ownerBuy11,481$59.95$688.3KForm 4
Feb 13, 2026Rusnak Paul P.10% ownerBuy48,540$59.92$2.9MForm 4
Feb 12, 2026Rusnak Paul P.10% ownerBuy11,483$59.97$688.6KForm 4
Feb 11, 2026Rusnak Paul P.10% ownerBuy1,931$59.98$115.8KForm 4
Feb 10, 2026Rusnak Paul P.10% ownerBuy7,827$59.96$469.3KForm 4
Feb 5, 2026Rusnak Paul P.10% ownerBuy18,738$59.98$1.1MForm 4
Jun 2, 2025DYKE JEFFPresidentSale576$70.02$40.3KForm 4
May 30, 2025DYKE JEFFPresidentSale31,152$70.05$2.2MForm 4
May 29, 2025DYKE JEFFPresidentSale1,838$70.00$128.7KForm 4
May 28, 2025DYKE JEFFPresidentSale16,434$70.03$1.2MForm 4
Jul 18, 2024Byrd HeathEVP and CFOSale19,827$60.00$1.2MForm 4
Jun 12, 2024Byrd HeathEVP and CFOSale2,480$60.00$148.8KForm 4
Jun 12, 2024DYKE JEFFPresidentSale16,734$60.00$1.0MForm 4
May 28, 2024DYKE JEFFPresidentSale15,000$56.76$851.4KForm 4
May 15, 2024SMITH DAVID BRUTONChairman and CEOSale16,646$59.36$988.1KForm 4

All 46 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025David Bruton Smith$1.7M$11.8M63
2025Jeff Dyke$1.5M$9.4M63
2025Heath R. Byrd$1.0M$6.5M63
2024Chairman and$1.3M$9.9M63
2024President$1.2M$7.9M63
2024Executive VicePresident$930.0K$6.2M63
2023Chief Executive Officer$1.3M$7.5M63
2023President$1.2M$5.5M63
2023and Chief Financial Officer$930.0K$4.3M63

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.2,406,210$204.0M0.0%−101,800
Dimensional Fund Advisors LP1,334,018$113.1M0.0%+20,161
Vanguard Portfolio Management LLC760,863$64.5M0.0%−68,011
State Street Corp634,362$54.1M0.0%−41,490
Nomura Asset Management International Inc.588,516$49.9M0.1%−46,410
Vanguard Capital Management LLC536,078$45.5M0.0%−41,815
Westwood Holdings Group Inc494,907$42.0M0.3%−112,975
Invesco Ltd.388,304$32.9M0.0%−61,875
Nuveen, LLC386,136$32.7M0.0%+70,639
American Century Companies Inc366,892$31.1M0.0%+142,790
Geode Capital Management, LLC325,171$27.6M0.0%−35,770
Jpmorgan Chase & Co294,753$25.0M0.0%+272,485
Charles Schwab Investment Management Inc277,547$23.5M0.0%−49,130
Morgan Stanley273,431$23.2M0.0%+90,490
Northern Trust Corp234,242$19.9M0.0%−17,181
Bridgeway Capital Management, LLC223,776$19.0M0.3%+25,802
D. E. Shaw & Co., Inc.204,779$17.4M0.0%+124,320
Two Sigma Investments, LP196,402$16.7M0.0%−40,931
Goldman Sachs Group Inc195,215$16.6M0.0%+44,838
Bank of New York Mellon Corp192,741$16.3M0.0%−7,791
Hotchkis & Wiley Capital Management LLC183,076$15.5M0.0%−34,310
Empowered Funds, LLC156,371$13.3M0.1%+25,069
Heartland Advisors Inc147,598$12.5M0.6%+24,373
Bank Of America Corp /de/130,802$11.1M0.0%+511
Jacobs Levy Equity Management, Inc121,722$10.3M0.0%−94,858

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Sonic Automotive is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSONIC AUTOMOTIVE INC2
  • CIK0001043509
  • Employer ID (EIN)56-201079021
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company21
  • Incorporated inDelaware21
  • Fiscal year endsDecember 312
  • Industry code (SIC)5500 Retail-Auto Dealers & Gasoline Stations2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business address4401 Colwick Road, Charlotte, NC 282112
  • Phone704-566-24002
  • Shares outstanding21,546,494 Common Class A shares; 12,029,375 Common Class B shares as of Feb 23, 202221
  • Public float$1.6B as of Jun 30, 202521
  • AuditorGrant Thornton LLP, Charlotte, North Carolina PCAOB ID 248; it also attests to the company’s internal control over financial reporting21
  • On EDGAR sinceAug 8, 19972
  • Filings1,679 in all: 4 (714), 8-K (296), SC 13G/A (116), 10-Q (87), 5 (51), SC 13G (48), DEF 14A (30), 3 (29)2
    All 51 form types

    10-K (28), CORRESP (27), S-8 (27), UPLOAD (27), 144 (19), DEFA14A (15), S-3/A (12), ARS (11), S-8 POS (11), 8-K/A (10), S-4 (10), S-4/A (10), S-3 (8), EFFECT (7), PRE 14A (7), S-1/A (7), 425 (6), 10-Q/A (5), 4/A (5), 424B3 (5), 424B5 (5), SC 13D (5), SC 13D/A (5), SC TO-I/A (4), SCHEDULE 13G/A (4), 3/A (3), 424B2 (3), 424B4 (3), 8-A12B (2), NT 10-K (2), PRER14A (2), REGDEX (2), 10-K/A (1), 10-K405 (1), 144/A (1), 305B2 (1), D (1), FWP (1), PX14A6G (1), S-1 (1), S-3MEF (1), SC TO-I (1), SCHEDULE 13D/A (1)

  • Latest filingsAnnual report (10-K) Feb 23, 2026
    Quarterly report (10-Q) Jul 30, 2026
    Proxy statement (DEF 14A) Mar 6, 2026
    Latest 8-K (8-K) Jul 30, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.01 per shareSAHNew York Stock Exchange

From the cover page of the 10-K filed Feb 23, 2026 (Section 12(b) of the Exchange Act).21

Risk factors and legal proceedings

The risks Sonic Automotive names in Item 1A of its 10-K filed Feb 23, 2026: 36 risks under these headings, as written.21

  • Risks Related to the Retail Automotive Industry
  • Competition among automotive retailers and the use of the internet in automotive retail may reduce our profit margins on vehicle sales and related businesses.
  • Challenges to the business model of our franchised dealerships from existing automobile manufacturers and the effect of new companies entering into the automotive space may affect our ability to grow or maintain the business over the long term.
  • Our dealers depend upon new vehicle sales and, therefore, their success depends in large part upon consumer demand for and manufacturer supply of particular vehicles.
  • Our business is dependent upon access to quality sources of used vehicle inventory. Our business sales and results of operations could be materially adversely affected by obstacles that prevent the efficient acquisition and liquidation of used vehicle inventory.
  • Our business is dependent on global economies and supply chains that could be adversely affected by natural and man-made disasters, adverse weather and public health crises.
  • A decline of available financing or rising financing costs in the consumer automotive lending market may adversely affect our vehicle unit sales volume.
  • Our business may be adversely affected by tariffs, import product restrictions and foreign trade risks that may impair our ability to sell the products that we offer profitably.
  • Our facilities and operations are subject to extensive governmental laws and regulations. If we are found to be in violation of, or subject to liabilities under, any of these laws or regulations or if new laws or regulations are enacted that adversely affect our operations, then our business, operating results, financial condition, cash flows and prospects could suffer.
  • Changes in consumer demand toward fuel-efficient hybrid vehicles, plug-in hybrid electric vehicles and battery electric vehicles, and resulting shifts by manufacturers to meet demand, could disrupt our ongoing business or have a material adverse effect on our overall business and results of operations.
  • Risks Related to Our Growth Strategy
  • Our investment in new business strategies, services and technologies is inherently risky and could disrupt our ongoing business or have a material adverse effect on our overall business and results of operations.
The other 26 risks
  • Our ability to make acquisitions, execute our growth strategy for each of our business segments and grow organically may be restricted by our ability to obtain capital, the terms of the instruments governing our long-term debt and the need to obtain consent from manufacturers.
  • We may not adequately anticipate all of the demands that growth through strategic acquisitions or brand development will impose or be able to determine the actual financial condition of dealerships we acquire until after we complete the acquisition and take control of the dealerships. Failure to effectively integrate acquired businesses with our existing operations could adversely affect our future operating results.
  • Risks Related to Our Relationships with Vehicle Manufacturers
  • Our operations may be adversely affected if one or more of our manufacturer franchise or dealer agreements is terminated or not renewed.
  • Our failure to meet a manufacturer’s customer satisfaction, financial and sales performance or facility requirements may adversely affect our profitability and our ability to acquire new dealerships.
  • If state dealer franchise laws are repealed or weakened, our dealerships may be more susceptible to termination, non-renewal or renegotiation of their franchise and dealer agreements.
  • Our sales volume and profit margin on each sale may be materially adversely affected if manufacturers reduce or discontinue their incentive programs.
  • Our sales volume may be materially adversely affected if manufacturer-affiliated captive finance companies change their customer financing programs or are unable to provide floor plan financing.
  • Our parts and service sales volume and margins are dependent on manufacturer warranty programs.
  • Adverse conditions affecting one or more key manufacturers or lenders may negatively impact our results of operations.
  • Manufacturer stock ownership restrictions may impair our ability to maintain or renew franchise or dealer agreements or to issue additional equity.
  • Risks Related to Our Sources of Financing and Liquidity
  • Our significant indebtedness could materially adversely affect our financial health, limit our ability to finance future acquisitions, expansion plans and capital expenditures and prevent us from fulfilling our financial obligations.
  • We may not have sufficient funds to meet our obligation to repay all or a substantial portion of the outstanding principal amount of our indebtedness when it becomes due.
  • Our ability to make interest and principal payments when due to holders of our debt securities depends upon our future performance and our receipt of sufficient funds from our subsidiaries.
  • Our use of hedging transactions could limit our financial gains or result in financial losses.
  • Risks Related to the Ownership of Our Common Stock
  • Concentration of voting power and anti-takeover provisions of our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws, Delaware law and our franchise and dealer agreements may reduce the likelihood of a potential change of control from a third party. At the same time, such voting power concentration also could increase the likelihood of a change of control notwithstanding other factors.
  • Potential conflicts of interest between us and our officers or directors could adversely affect our future performance.
  • Our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws designate the state and federal courts of Delaware as the exclusive forums for certain claims against the Company, which could increase the costs of bringing a claim or limit the ability of a stockholder to bring a claim in a judicial forum viewed by a stockholder as favorable.
  • General Risk Factors
  • Our business will be harmed if overall consumer demand suffers from a severe or sustained downturn.
  • The outcome of legal and administrative proceedings we are or may become involved in could have a material adverse effect on our business, financial condition, results of operations, cash flows or prospects.
  • Climate change legislation or regulations restricting emission of greenhouse gases could result in increased operating costs and reduced demand for the vehicles we sell.
  • Employee attrition, the loss of key personnel and limited management and personnel resources could adversely affect our operations and growth.
  • Natural disasters, adverse weather and other events can disrupt our business.
  • Security breaches and other disruptions to our information systems could compromise our confidential, competitive or otherwise sensitive information and expose us to liability, disrupt our business operations and otherwise negatively affect our business, including our reputation, results from operations and financial condition.
  • We may be subject to substantial withdrawal liability assessments in the future related to a multiemployer pension plan to which certain of our dealerships make contributions pursuant to collective bargaining agreements.
  • Tax positions may exist related to our tax filings that could be challenged by governmental agencies and result in higher income tax expenses and affect our overall liquidity if we are unable to successfully defend these tax positions.
  • Impairment of our goodwill, other intangible assets or other long-lived assets could have a material adverse impact on our earnings.

Legal proceedings

For information regarding legal proceedings, see the discussion under the heading “Legal Proceedings” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The opening of Item 3, Legal Proceedings.21

Sources

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