Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.



In connection with the integration of the dealerships acquired by Sonic
Automotive Inc. (the "Company") from RFJ Auto Partners, Inc. on December 6, 2021
(the "RFJ Acquisition") and the preparation of the Company's unaudited condensed
consolidated financial statements for the quarter ended September 30, 2022, the
Company identified an error in the application of Accounting Standards
Codification (ASC) 606, Revenue from Contracts with Customers, related to
principal (gross accounting) versus agent accounting (net accounting) for
certain fleet transactions occurring at one (1) of the 33 automotive retail
stores acquired in the RFJ Acquisition. It was determined that the Company
should have applied net accounting to certain fleet transactions where our
previously issued financial statements accounted for the transactions on a gross
basis. The result of this error overstated both fleet new vehicle revenues and
fleet new vehicle cost of sales along with associated subtotals, in the
Company's unaudited condensed consolidated financial statements included in the
Company's Quarterly Report on Form 10-Q for the quarters ended March 31, 2022
and June 30, 2022 (the "Affected 10-Qs"). The error did not affect gross profit
or net income, or any liquidity measure or the Company's compliance with the
financial covenants contained in any of its material debt obligations.

Upon an analysis of the identified misstatements and after discussion with the
Company's management and KPMG LLP, the Company's independent registered public
accounting firm ("KPMG"), on October 26, 2022, the Audit Committee of the
Company's Board of Directors (the "Audit Committee") concluded, that the
Company's unaudited condensed consolidated financial statements included in the
Affected 10-Qs should not be relied upon.

Contemporaneously with this Current Report on Form 8-K, the Company intends to
restate the unaudited condensed consolidated financial statements included in
the Affected 10-Qs for the three months ended March 31, 2022 and the three and
six months ended June 30, 2022, which were initially filed with the Affected
10-Qs, in order to correct the identified misstatements contained therein. The
tables below reflect the sections of the Company's unaudited condensed
consolidated financial statements that were impacted by the error:

                                   Three Months Ended March 31, 2022
(Dollars in millions)       As Reported          Adjustments       As Restated
Revenues:
Fleet new vehicles      $       148.6           $     (130.4)     $      18.2
Total new vehicles      $     1,499.9           $     (130.4)     $   1,369.5
Total vehicles          $     3,039.5           $     (130.4)     $   2,909.1
Total revenues          $     3,586.6           $     (130.4)     $   3,456.2

Cost of sales:
Fleet new vehicles      $      (147.8)          $      130.4      $     (17.4)
Total new vehicles      $    (1,331.4)          $      130.4      $  (1,201.0)
Total vehicles          $    (2,821.4)          $      130.4      $  (2,691.0)
Total cost of sales     $    (3,015.3)          $      130.4      $  (2,884.9)
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                                            Three Months Ended June 30, 2022                                    Six Months Ended June 30, 2022
(Dollars in millions)            As Reported             Adjustments          As Restated           As Reported           Adjustments          As Restated
Revenues:
Fleet new vehicles           $       166.4             $     (146.6)         $      19.8          $      315.0          $     (277.0)         $      38.0
Total new vehicles           $     1,510.7             $     (146.6)         $   1,364.1          $    3,010.6          $     (277.0)         $   2,733.6
Total vehicles               $     3,081.5             $     (146.6)         $   2,934.9          $    6,121.0          $     (277.0)         $   5,844.0
Total revenues               $     3,652.8             $     (146.6)         $   3,506.2          $    7,239.4          $     (277.0)         $   6,962.4

Cost of sales:
Fleet new vehicles           $      (165.5)            $      146.6          $     (18.9)         $     (313.2)         $      277.0          $     (36.2)
Total new vehicles           $    (1,341.5)            $      146.6          $  (1,194.9)         $   (2,672.8)         $      277.0          $  (2,395.8)
Total vehicles               $    (2,864.0)            $      146.6          $  (2,717.4)         $   (5,685.4)         $      277.0          $  (5,408.4)
Total cost of sales          $    (3,064.0)            $      146.6          $  (2,917.4)         $   (6,079.3)         $      277.0          $  (5,802.3)



The Company's management has determined that a material weakness existed in the
Company's internal control over financial reporting for the quarters ended March
31, 2022, June 30, 2022 and September 30, 2022. Such material weakness and the
Company's remediation plan will be described in the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2022.

The Company's management and the Audit Committee have discussed the matters disclosed in this Item 4.02 with KPMG, the Company's independent registered public accounting firm.

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