Sonic Automotive, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Capital Structure and Per Share Data

Capital Structure and Per Share Data

12 Months Ended

Dec. 31, 2018

Preferred Stock - We have 3,000,000 shares of “blank check” preferred stock authorized with such designations, rights and preferences as may be determined from time to time by our Board of Directors. our Board of Directors has designated 300,000 shares of preferred stock as Class A Convertible Preferred Stock, par value $0.10 per share (the “Preferred Stock”), which is divided into 100,000 shares of Series I Preferred Stock, 100,000 shares of Series II Preferred Stock and 100,000 shares of Series III Preferred Stock. There were no shares of Preferred Stock issued or outstanding at December 31, 2018 or 2017.

Common Stock - We have two classes of common stock. We authorized 100,000,000 shares of Class A Common Stock at a par value of $0.01 per share. Class A Common Stock entitles its holder to one vote per share. We have also authorized 30,000,000 shares of Class B Common Stock at a par value of $0.01 per share. Class B Common Stock entitles its holder to 10 votes per share, except in certain circumstances. Each share of Class B Common Stock is convertible into one share of Class A Common Stock either upon voluntary conversion at the option of the holder, or automatically upon the occurrence of certain events, as provided in our charter. The two classes of common stock share equally in dividends and in the event of liquidation.

Share Repurchases - Prior to December 31, 2018, our Board of Directors had authorized us to expend up to $695.0 million to repurchase shares of our Class A Common Stock. As of December 31, 2018, we had repurchased a total of approximately 33.5 million shares of Class A Common Stock at an average price per share of approximately $17.85 and had redeemed 13,801.5 shares of the Preferred Stock at an average price of $1,000 per share. As of December 31, 2018, we had approximately $83.6 million remaining under our Board’s authorization.

Per Share Data - The calculation of diluted earnings per share considers the potential dilutive effect of stock options and shares under our stock compensation plans and Class A Common Stock purchase warrants. Certain of our non-vested restricted stock and restricted stock units contain rights to receive non-forfeitable dividends and, thus, are considered participating securities and are included in the two-class method of computing earnings per share. The following table illustrates the dilutive effect of such items on earnings per share for 2018, 2017 and 2016:


	Year Ended December 31, 2018
		Income (Loss)						Income (Loss)
		From Continuing Operations						From Discontinued Operations						Net Income (Loss)
	Weighted Average Shares	Amount		Per Share Amount		Amount		Per Share Amount		Amount		Per Share Amount
	(In thousands, except per share amounts)
Earnings (loss) and shares	42,708	$	52,390			$	(740)			$	51,650
Effect of participating securities:
Non-vested restricted stock		(50)				—				(50)
Basic earnings (loss) and shares	42,708	$	52,340	$	1.23	$	(740)	$	(0.02)	$	51,600	$	1.21
Effect of dilutive securities:
Stock compensation plans	242
Diluted earnings (loss) and shares	42,950	$	52,340	$	1.22	$	(740)	$	(0.02)	$	51,600	$	1.20


	Year Ended December 31, 2017
		Income (Loss)						Income (Loss)
		From Continuing Operations						From Discontinued Operations						Net Income (Loss)
	Weighted Average Shares	Amount		Per Share Amount		Amount		Per Share Amount		Amount		Per Share Amount
	(In thousands, except per share amounts)
Earnings (loss) and shares	43,997	$	94,153			$	(1,170)			$	92,983
Effect of participating securities:
Non-vested restricted stock		(85)				—				(85)
Basic earnings (loss) and shares	43,997	$	94,068	$	2.14	$	(1,170)	$	(0.03)	$	92,898	$	2.11
Effect of dilutive securities:
Stock compensation plans	361
Diluted earnings (loss) and shares	44,358	$	94,068	$	2.12	$	(1,170)	$	(0.03)	$	92,898	$	2.09


	Year Ended December 31, 2016
		Income (Loss)						Income (Loss)
		From Continuing Operations						From Discontinued Operations						Net Income (Loss)
	Weighted Average Shares	Amount		Per Share Amount		Amount		Per Share Amount		Amount		Per Share Amount
	(In thousands, except per share amounts)
Earnings (loss) and shares	45,637	$	94,516			$	(1,323)			$	93,193
Effect of participating securities:
Non-vested restricted stock and restricted stock units		(52)				—				(52)
Basic earnings (loss) and shares	45,637	$	94,464	$	2.07	$	(1,323)	$	(0.03)	$	93,141	$	2.04
Effect of dilutive securities:
Stock compensation plans	311
Diluted earnings (loss) and shares	45,948	$	94,464	$	2.06	$	(1,323)	$	(0.03)	$	93,141	$	2.03