Document and Entity Information - shares |
6 Months Ended | |
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Jun. 30, 2022 |
Apr. 27, 2022 |
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Document Information [Line Items] | ||
Entity Registrant Name | SONIC AUTOMOTIVE, INC. | |
Entity Central Index Key | 0001043509 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q/A | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | SAH | |
Amendment Flag | true | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
City Area Code | (704) | |
Entity Address, Address Line One | 4401 Colwick Road | |
Entity Address, Postal Zip Code | 28211 | |
Entity Tax Identification Number | 56-2010790 | |
Local Phone Number | 566-2400 | |
Entity File Number | 1-13395 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Address, City or Town | Charlotte, | |
Entity Address, State or Province | NC | |
Document Quarterly Report | true | |
Error Correction [Text Block] |
EXPLANATORY NOTE
Unless the context requires otherwise, references to “we,” “us,” “our,” and “Sonic,” refer to Sonic Automotive, Inc. and its subsidiaries.
We have prepared this Amendment No. 1 (this “Amendment”) to our Quarterly Report on Form 10-Q for the quarter and six month periods ended June 30, 2022, which was originally filed with the Securities and Exchange Commission on July 28, 2022 (the “Original 10-Q”) to reflect the restatement of our previously issued Condensed Consolidated Statements of Operations for the quarter ended June 30, 2022.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Sonic’s principal executive officer and principal financial officer are filed as exhibits 31.1, 31.2, 32.1 and 32.2 to this Form 10-Q/A.
Internal Control over Financial Reporting
In connection with this restatement, Sonic has re-evaluated the effectiveness of our disclosure controls and procedures for the three months ended June 30, 2022. Management has concluded that, in light of the error described below, a material weakness exists in certain internal controls over financial reporting related to the revenue recognition process at a single dealership acquired in December 2021. Based upon such re-evaluation, and due to such material weakness, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2022.
Background of the Restatement
On October 28, 2022, we filed a Current Report on Form 8-K under Item 4.02 with the Securities and Exchange Commission relating to previously issued financial statements as described below. As indicated in the Current Report on Form 8-K under Item 4.02, we determined that a restatement was necessary due to the effect of an error in its Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2022. The impact on the 2021 consolidated financial statements was immaterial.
During the quarter ended September 30, 2022, we identified an error related to the revenue recognition process at a single dealership acquired in December 2021. Specifically, we did not apply the guidance in ASC 606 Revenue from Contracts with Customers related to transactions which required net reporting of certain fleet sales transactions within the Condensed Consolidated Statements of Operations. The effect of the error was an overstatement of fleet revenue and an equal overstatement of fleet cost of sales. No other financial statements were affected and there was no impact on note disclosures, unless related to the items in the table below.
The tables below reflect the sections of the Sonic’s condensed consolidated statements of operations that were impacted by the error.
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Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 27,236,398 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,029,375 |