DISCONTINUED OPERATIONS AND OTHER DIVESTITURES

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS AND OTHER DIVESTITURES

Brazil Discontinued Operations

On November 12, 2021, the Company entered into an agreement to effect the Brazil Disposal. The sale price of approximately BRL 510.0 million included a holdback amount as of July 1, 2022 (the “Brazil Disposition Date”), for general representations and warranties, of BRL 115.0 million, 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. This amount has been included in the proceeds received.

On the Brazil Disposition Date, the Company closed on the Brazil Disposal. The Company recorded a total net loss of $87.5 million on the Brazil Disposal, of which $10.0 million was recognized during the year ended December 31, 2022 and $77.5 million was recognized during the year ended December 31, 2021. The loss on sale is presented as part of the results within Discontinued Operations.

Upon sale of a foreign entity, amounts recorded within Accumulated other comprehensive income (loss) (“AOCI”) on the Consolidated Balance Sheets are required to be reclassified into earnings on the date of disposition. For purposes of determining the net gain or loss on the Brazil Disposal, the Company included the currency translation adjustments recorded in AOCI as a loss of $122.8 million attributable to the Brazil Disposal Group. The loss on sale indicated an impairment of assets, however, the loss was entirely the result of the reclassification of the translation adjustment from AOCI. Prior to the Brazil Disposition Date, the Company recorded a valuation allowance against the assets held for sale for the Brazil Disposal to reflect the expected loss not attributable to a particular asset within the Brazil Disposal Group. On and following the Brazil Disposition Date, the Company reclassified into earnings the currency translation loss attributable to the Brazil Disposal Group. The currency translation loss was offset by the reversal of the previously recorded valuation allowance.

In addition, the purchase price of the Brazil Disposal is denominated in BRL, which is subject to foreign currency exchange risk. In order to partially mitigate this risk, the Company entered into a foreign currency derivative for the conversion of BRL to USD in the form of a costless collar which protects the Company from significant downside exposure on $70.0 million of the expected purchase consideration. Losses associated with the foreign currency derivative are presented as incremental costs to sell in the table below and are fully offset by corresponding foreign currency impacts to the fair value of proceeds from the disposition. On June 30, 2022, the Company settled the foreign currency derivative for a loss of $8.4 million.

Subsequent to the Brazil Disposition Date, the Company received additional proceeds for working capital adjustments related to the Brazil Disposal of $4.1 million. The resulting gain was recognized within Discontinued Operations and included within the net loss recorded for the year ended December 31, 2022 as described above.

Additionally, the Buyer, with the Company’s approval, entered into a tax settlement associated with the Brazil Disposal with the Brazilian tax authority for BRL 23.0 million or approximately $4.5 million. The settlement was accrued within Accrued expenses and other current liabilities on the Consolidated Balance Sheet and recorded as Provision for income taxes within Discontinued Operations and included within the net loss recorded for the year ended December 31, 2022. The settlement will be paid out of the existing Brazil Disposal Escrow balance within one year.

As of December 31, 2023, the Company had a remaining receivable balance of $21.1 million associated with the Brazil Disposal Escrow recorded in Other long-term assets on the Consolidated Balance Sheet, of which $4.3 million is expected to be paid to settle the Company’s portion of accrued liabilities retained subsequent to the Brazil Disposition Date, including the tax settlement described above.

The following table summarizes the fair value of the proceeds received from the disposition and net carrying value of the assets disposed as of December 31, 2022 (in millions):


Fair value of proceeds from disposition	$	92.5
Net assets disposed	48.8
Gain before currency translation adjustments	43.7
Amount of currency translation loss recorded in AOCI	(122.8)
Incremental costs to sell	8.4
Net loss on the Brazil Disposal	$	(87.5)

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


	Years Ended December 31,
	2023		2022		2021
REVENUES:
New vehicle retail sales	$	—	$	109.0	$	205.6
Used vehicle retail sales	—		44.0		58.1
Used vehicle wholesale sales	—		10.1		11.3
Parts and service sales	—		23.8		38.7
Finance, insurance and other, net	—		3.3		6.1
Total revenues	—		190.2		319.8
COST OF SALES:
New vehicle retail sales	—		98.5		184.9
Used vehicle retail sales	—		41.2		53.1
Used vehicle wholesale sales	—		10.0		10.5
Parts and service sales	—		14.5		22.0
Total cost of sales	—		164.2		270.6
GROSS PROFIT	—		26.1		49.2
Selling, general and administrative expenses	2.0		15.1		34.3
Depreciation and amortization expense	—		0.9		1.5
Asset impairments	—		6.3		77.5
(LOSS) INCOME FROM DISCONTINUED OPERATIONS	(2.0)		3.7		(64.1)

Floorplan interest expense	—		1.4		1.1
Other interest (income) expense, net	(2.6)		(1.8)		0.9
Loss on extinguishment of debt	—		—		3.8
Other expenses	—		1.5		—
INCOME (LOSS) BEFORE INCOME TAXES — DISCONTINUED OPERATIONS	0.6		2.6		(69.9)
Provision for income taxes	1.0		5.3		3.4
NET LOSS — DISCONTINUED OPERATIONS	$	(0.4)	$	(2.7)	$	(73.3)

Cash flows from operating and investing activities for the Brazil Discontinued Operations were immaterial for the year ended December 31, 2023. Cash flows from operating and investing activities for the Brazil Discontinued Operations for the prior periods were as follows (in millions):


	Years Ended December 31,
	2022		2021
Net cash provided by operating activities — discontinued operations	$	26.6	$	5.2
Net cash provided by (used in) investing activities — discontinued operations	$	59.1	$	(1.5)

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


	As of December 31,
	2023		2022




Prepaid expenses	$	0.7	$	—
Other current assets	—		1.3





Other long-term assets	21.1		22.8



Total assets of discontinued operations	$	21.8	$	24.1






Accrued expenses and other current liabilities	$	4.3	$	7.8
Total liabilities of discontinued operations	$	4.3	$	7.8

Assets and Liabilities Held for Sale

Assets and liabilities classified as held for sale consisted of the following (in millions):


	As of December 31,
	2023		2022
Current assets classified as held for sale

Prime Acquisition (1)	$	—	$	9.8
Other (2)	99.1		43.8
Total current assets classified as held for sale	$	99.1	$	53.6



Current liabilities classified as held for sale

Prime Acquisition (1)	$	—	$	1.1
Other	7.2		3.7
Total current liabilities classified as held for sale	$	7.2	$	4.8

(1) For additional details on current assets and current liabilities classified as held for sale in connection with the Prime Acquisition, refer to Note 3. Acquisitions.

(2) Includes $39.8 million and $13.4 million of goodwill reclassified to assets held for sale as of December 31, 2023 and December 31, 2022, respectively.

Other Divestitures

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

During the year ended December 31, 2023, the Company recorded a net pre-tax gain totaling $16.3 million related to the disposition of eleven dealerships representing fifteen franchises in the U.S. The dispositions reduced goodwill by $52.9 million. The Company also terminated two franchises in the U.S.

During the year ended December 31, 2022, the Company recorded a net pre-tax gain totaling $30.8 million related to the disposition of five dealerships, representing five franchises, as well as a collision center in the U.S. The dispositions reduced goodwill by $37.3 million. The Company also terminated one franchise representing one dealership in the U.K.

During the year ended December 31, 2021, the Company recorded a net pre-tax gain totaling $4.4 million related to the disposition of three dealerships, representing three franchises and one franchise within an existing dealership in the U.S. The dispositions reduced goodwill by $4.0 million. The Company terminated one franchise within an existing dealership in the U.S. The Company also terminated one dealership representing one franchise in the U.K.

In February 2024, the Company disposed of six dealerships, representing ten franchises, as well as a collision center in the U.S. Assets and liabilities associated with this disposition were recorded within Current assets and current liabilities classified as held for sale in the Consolidated Balance Sheets as of December 31, 2023 and are included in the table above. The disposition will reduce goodwill by approximately $39.8 million.