DISCONTINUED OPERATIONS AND OTHER DIVESTITURES

3 Months Ended

Mar. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS AND OTHER DIVESTITURES

Brazil Discontinued Operations

On July 1, 2022, the Company closed on the disposition of the Brazil Disposal Group. The sale price of approximately BRL 510.0 million included a holdback amount of BRL 115.0 million, for general representations and warranties, to be held in escrow for a period of five years from the close of the transaction (the “Brazil Disposal Escrow”). At the conclusion of the five-year period, the remaining funds held in the Brazil Disposal Escrow will be released to the Company.

As of March 31, 2023, the Company had a remaining receivable balance of $22.0 million associated with the Brazil Disposal Escrow recorded in Other long-term assets on the Condensed Consolidated Balance Sheet, of which $6.5 million is expected to be paid to settle the Company’s portion of accrued liabilities retained subsequent to the date of disposal.

Results of the Brazil Discontinued Operations were as follows (in millions):


	Three Months Ended March 31,
	2023		2022
REVENUES:
New vehicle retail sales	$	—	$	48.6
Used vehicle retail sales	—		22.2
Used vehicle wholesale sales	—		5.3
Parts and service sales	—		10.7
Finance, insurance and other, net	—		1.5
Total revenues	—		88.3
COST OF SALES:
New vehicle retail sales	—		43.8
Used vehicle retail sales	—		20.6
Used vehicle wholesale sales	—		5.3
Parts and service sales	—		6.3
Total cost of sales	—		76.1
GROSS PROFIT	—		12.3
Selling, general and administrative expenses	0.8		8.7
Depreciation and amortization expense	—		0.4

(LOSS) INCOME FROM OPERATIONS — DISCONTINUED OPERATIONS	(0.8)		3.1
Floorplan interest expense	—		0.7
Other interest income, net	(0.7)		(0.1)


(LOSS) INCOME BEFORE INCOME TAXES — DISCONTINUED OPERATIONS	(0.1)		2.5
Provision for income taxes	0.2		0.7
NET (LOSS) INCOME — DISCONTINUED OPERATIONS	$	(0.3)	$	1.8

Cash flows from operating and investing activities for the Brazil Discontinued Operations were immaterial for the three months ended March 31, 2023. Cash flows from operating and investing activities for the Brazil Discontinued Operations in the prior period were as follows (in millions):


	Three Months Ended March 31,
	2022
Net cash used in operating activities — discontinued operations	$	11.8
Net cash used in investing activities — discontinued operations	$	(0.3)

Assets and liabilities of the Brazil Discontinued Operations were as follows (in millions):


	March 31, 2023		December 31, 2022




Prepaid expenses	$	1.2	$	—
Other current assets	—		1.3





Other long-term assets	22.0		22.8



Total assets of discontinued operations	$	23.2	$	24.1






Accrued expenses and other current liabilities	$	6.5	$	7.8
Total liabilities of discontinued operations	$	6.5	$	7.8

Other Divestitures

The Company’s divestitures generally consist of dealership assets and related real estate. Gains and losses on divestitures are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

During the three months ended March 31, 2023, the Company recorded a net pre-tax gain totaling $1.9 million related to the disposition of one dealership in the U.S. The disposition reduced goodwill by $2.1 million. The Company also terminated one franchise in the U.S.

During the three months ended March 31, 2022, the Company recorded a net pre-tax gain totaling $18.7 million related to the disposition of two dealerships in the U.S. The dispositions reduced goodwill by $17.0 million. Assets held for sale in the Condensed Consolidated Balance Sheets includes $11.3 million and $13.4 million of goodwill that has been reclassified to assets held for sale as of March 31, 2023 and December 31, 2022, respectively.