10.	Employee Benefit Plans

Substantially all of the employees of Sonic are eligible to participate in a 401(k) plan. Contributions by Sonic to the 401(k) plan were approximately $7.2 million, $4.4 million and $1.6 million in the years ended December 31, 2013, 2012 and 2011, respectively.

Stock Compensation Plans

Sonic currently has three active stock compensation plans: the Sonic Automotive, Inc. 2004 Stock Incentive Plan (the “2004 Plan”), the Sonic Automotive, Inc. 2012 Stock Incentive Plan (the “2012 Plan”), and the Sonic Automotive, Inc. 2012 Formula Restricted Stock Plan for Non-Employee Directors (the “2012 Formula Plan”). Effective February 19, 2014, new grants of equity awards under the 2004 Plan were no longer permitted. Stock options outstanding, non-vested restricted stock awards and restricted stock units previously granted under the 2004 Plan were unaffected by this change in plan status. Sonic has two additional terminated plans with outstanding grants as of December 31, 2013: the Sonic Automotive, Inc. Formula Stock Option Plan for Independent Directors (the “Formula Plan”) and the Sonic Automotive, Inc. 1997 Stock Option Plan (the “1997 Plan”). Collectively, these are referred to as the “Stock Plans.” During the second quarter of 2009, Sonic’s stockholders approved an increase in the number of shares of Sonic’s Class A common stock authorized for issuance under the 2004 Plan to 5,000,000 shares. During the first quarter of 2012, Sonic’s stockholders voted to approve the 2012 Plan and the 2012 Formula Plan, with authorization for issuance of 300,000 shares and 2,000,000 shares for the 2012 Formula Plan and the 2012 Plan, respectively. Simultaneously, the Sonic Automotive, Inc. 2005 Formula Restricted Stock Plan for Non-Employee Directors (the “2005 Formula Plan”) was terminated (there were no outstanding grants under this plan as of December 31, 2013).

The Stock Plans were adopted by the Board of Directors in order to attract and retain key personnel. Under the 2012 Plan and the 2004 Plan, options to purchase shares of Class A common stock may be granted to key employees of Sonic and its subsidiaries and to officers, directors, consultants and other individuals providing services to Sonic. The options are granted at the fair market value of Sonic’s Class A common stock at the date of grant, typically vest over a period ranging from six months to three years, are exercisable upon vesting and expire ten years from the date of grant. The 2012 Plan and the 2004 Plan also authorized the issuance of non-vested restricted stock awards and restricted stock units. Non-vested restricted stock award and restricted stock unit grants under the 2012 Plan and the 2004 Plan typically vest over a period ranging from one to three years. The 2012 Formula Plan provides for grants of non-vested restricted stock awards to non-employee directors and restrictions on those shares expire on the earlier of the first anniversary of the grant date or the day before the next annual meeting of Sonic’s stockholders. Individuals holding non-vested restricted stock awards under the 2012 Plan, the 2012 Formula Plan and the 2004 Plan have voting rights and certain grants may receive dividends on non-vested shares. Individuals holding restricted stock units under the 2012 Plan and the 2004 Plan do not have voting rights and certain grants may receive dividends on non-vested shares. Sonic issues new shares of Class A common stock to employees and directors to satisfy its option exercise and stock grant obligations. To offset the effects of these transactions, Sonic will periodically buy back shares of Class A common stock after considering cash flow, market conditions and other factors.

A summary of the status of the options related to the Stock Plans is presented below:

 

		Options Outstanding				Exercise Price Per Share												Weighted Average Exercise Price Per Share				Weighted Average Remaining Contractual Term				Aggregate Intrinsic Value
		(In thousands, except per share data, term in years)
Balance at December 31, 2012			1,755			$	1.81				—				30.07			$	18.67				3.4			$	8,372
Exercised			(173	)			1.81				—				23.78				14.15
Forfeited			(64	)			19.23				—				30.07				27.00
Balance at December 31, 2013			1,518			$	1.81				—				30.07			$	18.83				2.5			$	9,831
Exercisable			1,518			$	1.81				—				30.07			$	18.83				2.5			$	9,831

 

		Year Ended December 31,
		2013				2012				2011
		(In thousands, except per option data)
Intrinsic value of options exercised		$	1,657			$	7,427			$	4,039
Fair value of options vested		$	—			$	426			$	444

Sonic recognizes compensation expense within selling, general and administrative expenses related to the options in the Stock Plans. No compensation expense was recognized during the year ended December 31, 2013 as all previous option grants were completely vested prior to December 31, 2012. Sonic recognized compensation expense related to the options in the Stock Plans of approximately $0.1 million and $0.4 million in the years ended December 31, 2012 and 2011, respectively. Tax benefits recognized related to the compensation expenses were approximately $0.1 million and $0.2 million for the years ended December 31, 2012 and 2011, respectively.

 

A summary of the status of non-vested restricted stock award and restricted stock unit grants related to the Stock Plans is presented below:

 

		Non-vested Restricted Stock Awards and Restricted Stock Units				Weighted Average Grant Date Fair Value
		(Shares in thousands)
Balance at December 31, 2012			827			$	15.53
Granted			561			$	23.10
Forfeited(1)			(193	)		$	20.64
Vested			(390	)		$	13.78
Balance at December 31, 2013			805			$	20.42

 

(1)	Includes estimated forfeiture of restricted stock units granted to certain executive officers during the year ended December 31, 2013. This forfeiture was based on estimated achievement of specified earnings per share performance for the year ended December 31, 2013, to be certified during 2014.

During the year ended December 31, 2013, approximately 538,000 restricted stock units were awarded to Sonic’s executive officers and other key associates under the 2004 Plan. These awards were made in connection with establishing the objective performance criteria for the year ended December 31, 2013 incentive compensation and vest over one to three years. The restricted stock units awarded to executive officers and other key associates are subject to forfeiture, in whole or in part, based upon specified measures of Sonic’s earnings per share performance for the year ended December 31, 2013, continuation of employment and compliance with any restrictive covenants contained in any agreement between Sonic and the respective officer and other key associates. Also in the year ended December 31, 2013, approximately 23,000 non-vested restricted stock awards were granted to Sonic’s Board of Directors pursuant to the 2012 Formula Plan and vest on the earlier of the first anniversary of the grant date or the day before the next annual meeting of Sonic’s stockholders. Sonic recognized compensation expense within selling, general and administrative expenses related to non-vested restricted stock awards and restricted stock units of approximately $7.2 million, $5.0 million and $3.3 million in the years ended December 31, 2013, 2012 and 2011, respectively. Tax benefits recognized related to the compensation expenses were approximately $2.7 million, $1.9 million and $1.2 million for the years ended December 31, 2013, 2012 and 2011, respectively. Total compensation cost related to non-vested restricted stock awards and restricted stock units not yet recognized at December 31, 2013 was approximately $10.2 million and is expected to be recognized over a weighted average period of approximately 1.7 years.

Supplemental Executive Retirement Plan

On December 7, 2009, the Compensation Committee of Sonic’s Board of Directors approved and adopted the Sonic Automotive, Inc. Supplemental Executive Retirement Plan (the “SERP”) to be effective as of January 1, 2010. The SERP is a nonqualified deferred compensation plan that is unfunded for federal tax purposes. The SERP includes 9 active members of senior management at December 31, 2013. The purpose of the SERP is to attract and retain key members of management by providing a retirement benefit in addition to the benefits provided by Sonic’s tax-qualified and other nonqualified deferred compensation plans.

 

The following table sets forth the status of the SERP:

 

		Year Ended December 31,
		2013				2012
		(In thousands)
Change in projected benefit obligation:
Obligation at January 1, 2013		$	4,411			$	2,392
Service cost			1,967				1,638
Interest cost			169				105
Actuarial loss (gain)			(1,191	)			276
Benefits paid			(93	)			—
Obligation at December 31, 2013(1)		$	5,263			$	4,411
Accumulated benefit obligation		$	4,089			$	3,420

 

(1)	Included in other long-term liabilities in the accompanying Consolidated Balance Sheets.

 

		Year Ended December 31,
		2013				2012
		(In thousands)
Change in fair value of plan assets:
Plan assets at January 1, 2013		$	—			$	—
Employer contributions			93				—
Benefits paid			(93	)			—
Plan assets at December 31, 2013			—				—
Funded status recognized		$	(5,263	)		$	(4,411	)

The following table provides the cost components of the SERP:

 

		Year Ended December 31,
(In thousands)		2013				2012
Service cost		$	1,967			$	1,638
Interest cost			169				105
Net Pension expense (benefit)		$	2,136			$	1,743

The weighted average assumptions used to determine the benefit obligation and net periodic benefit costs consist of:

 

		As of December 31,
		2013				2012
Discount rate			4.85	%			3.85	%
Rate of compensation increase			3.00	%			3.00	%

 

The estimated future benefit payments expected to be paid for each of the next five years and the sum of the payments expected for the next five years thereafter are:

 

Year Ending December 31,		Estimated Future Benefit Payments
		(In thousands)
2014		$	179
2015		$	131
2016		$	131
2017		$	131
2018		$	131
2019 - 2023		$	1,227

Multi-Employer Benefit Plan

Six of Sonic’s dealership subsidiaries currently make fixed-dollar contributions to the Automotive Industries Pension Plan (the “AI Pension Plan”) pursuant to collective bargaining agreements between Sonic’s subsidiaries and the International Association of Machinists (the “IAM”) and the International Brotherhood of Teamsters (the “IBT”). The AI Pension Plan is a “multi-employer pension plan” as defined under the Employee Retirement Income Security Act of 1974, as amended, and Sonic’s six dealership subsidiaries are among approximately 200 employers that make contributions to the AI Pension Plan pursuant to collective bargaining agreements with the IAM and IBT. The risks of participating in this multi-employer pension plan are different from single-employer plans in the following aspects:

 

•

assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers;

 

•

if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and

 

•

if Sonic chooses to stop participating in the multi-employer pension plan, Sonic may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

 

Sonic’s participation in the AI Pension Plan for the years ended December 31, 2013, 2012 and 2011 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employee Identification Number (the “EIN”). Unless otherwise noted, the most recent Pension Protection Act of 2006 (the “PPA”) zone status available in the years ended December 31, 2013 and 2012 is for the plan’s year-end at December 31, 2012, and December 31, 2011, respectively. The zone status is based on information that Sonic received from the AI Pension Plan. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a Financial Improvement Plan (the “FIP”) or a Rehabilitation Plan (the “RP”) is either pending or has been implemented. The last column lists the expiration dates of the collective-bargaining agreements to which the plan is subject. The number of employees covered by Sonic’s multi-employer plans decreased 5.1% from December 31, 2011 to December 31, 2012 and increased 7.1% from December 31, 2012 to December 31, 2013, affecting the period-to-period comparability of the contributions for years ended December 31, 2013, 2012 and 2011.

 

EIN/Pension Plan Number

Pension Protection Act Zone Status

FIP/RP Status

Sonic Contributions

Surcharge Imposed

Collective- Bargaining Agreement Expiration Date(1)

Pension Fund

2013

2012

Pending / Implemented

Year Ended December 31,

2013

2012

2011

(In thousands)

AI Pension Plan

94-1133245

Red

Red

RP Implemented

$135

$120

$120

Yes

Between August 31, 2014 and November 29, 2017

 

(1)

Collective bargaining agreement expiration dates vary by union and dealership. Dates shown represent the range of the earliest and latest stated expirations for our union employees, noting certain of our collective bargaining agreements are expired as of December 31, 2013 and are currently under negotiation.

Sonic’s participating dealership subsidiaries were not listed in the AI Pension Plan’s Form 5500 as providing more than 5% of the total contributions for the plan years ended December 31, 2012 and December 31, 2011. In June 2006, Sonic received information that the AI Pension Plan was substantially underfunded as of December 31, 2005. In July 2007, Sonic received updated information that the AI Pension Plan continued to be substantially underfunded as of December 31, 2006, with the amount of such underfunding increasing versus year end 2005. In March 2008, the Board of Trustees of the AI Pension Plan notified participants, participating employers and local unions that the AI Pension Plan’s actuary, in accordance with the requirements of the PPA, had issued a certification that the AI Pension Plan is in Critical Status effective with the plan year commencing January 1, 2008. In conjunction with the AI Pension Plan’s Critical Status, the Board of Trustees of the AI Pension Plan adopted a rehabilitation plan that implements reductions or eliminations of certain adjustable benefits that were previously available under the AI Pension Plan (including some forms of early retirement benefits, and disability and death benefits, among other items), and also implemented a requirement on all participating employers to increase employer contributions to the AI Pension Plan for a seven year period which commenced in 2013. Under applicable federal law, any employer contributing to a multi-employer pension plan that completely ceases participating in the plan while the plan is underfunded is subject to payment of such employer’s assessed share of the aggregate unfunded vested benefits of the plan. In certain circumstances, an employer can be assessed withdrawal liability for a partial withdrawal from a multi-employer pension plan. In addition, if the financial condition of the AI Pension Plan were to continue to deteriorate to the point that the AI Pension Plan is forced to terminate and be administered by the Pension Benefit Guaranty Corporation (the “PBGC”), the participating employers could be subject to assessments by the PBGC to cover the participating employers’ assessed share of the unfunded vested benefits. If any of these adverse events were to occur in the future, it could result in a substantial withdrawal liability assessment to Sonic.