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INTANGIBLE FRANCHISE RIGHTS AND GOODWILL | 9 Months Ended
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Sep. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract] |
INTANGIBLE FRANCHISE RIGHTS AND GOODWILL | INTANGIBLE FRANCHISE RIGHTS AND GOODWILL The Company evaluates its intangible assets, which include franchise rights and goodwill, for impairment annually, or more frequently if events or circumstances indicate possible impairment. During the three months ended September 30, 2025, the Company elected to terminate franchise agreements associated with ten JLR dealerships in the U.K. Formal notice of termination was provided to JLR, with an effective date of termination of August 2027. As a result of the termination notice, the Company recorded a corresponding intangible franchise rights impairment charge of $18.1 million in the U.K. segment for the three months ended September 30, 2025. The U.K. economy continues to face challenges, including persistent inflation, elevated interest rates, rising energy costs and a slowdown in consumer spending. These factors have contributed to margin compression and increased operating expenses within the automotive retail industry. The economic challenges in the U.K., coupled with the termination of franchise agreements described above, constituted a triggering event indicating that goodwill and intangible franchise rights may be impaired during the three months ended September 30, 2025. As a result of the triggering event described above, the Company performed a quantitative assessment on the goodwill associated with the U.K. reporting unit to determine whether the fair values of the U.K. reporting unit were less than their carrying values. When a quantitative impairment assessment is performed, the Company estimates the fair value of goodwill using a combination of the market approach and the income approach, also referred to as the discounted cash flow approach, consistent with the Company’s historical approach for performing such assessments. The Company weighs the market approach and the income approach equally in the fair value model. For the market approach, the Company utilizes recent market multiples of guideline companies for both revenue and pre-tax net income. The income approach measures fair value by discounting expected future cash flows at a weighted average cost of capital (“WACC”) that proportionately weights the cost of debt and equity. Significant assumptions in the model include revenue growth rates, future earnings before interest, taxes, depreciation and amortization margins, the fair value of non-operating assets, the WACC and terminal growth rates. The Company used a five-year projection period which aligns with the Company’s strategic plan. Key considerations in the assumed growth rates include industry seasonally-adjusted annual rates of vehicle sales projections, market share performance, macroeconomic conditions including consumer confidence levels, unemployment rates and gross domestic product growth and internal measures such as historical financial performance, cost control and planned capital expenditures. Beyond the five forecasted years, the terminal value is determined using a perpetuity growth rate based on long-term inflation projections for each reporting unit. Significant inputs to the WACC include the risk-free rate, an adjustment for stock market risk, an adjustment for company size risk and country risk adjustments for the U.K. Each of the significant assumptions to the fair value model are considered level 3 inputs within the fair value hierarchy as described further in Note 8. Financial Instruments and Fair Value Measurements. Developing these assumptions requires applying management’s knowledge of the industry, recent transactions and reasonable performance expectations for its operations. As a result of the quantitative assessment for the U.K. reporting unit as of August 31, 2025, the Company recorded a goodwill impairment charge of $93.0 million for the three months ended September 30, 2025. Based on the triggering event as described above, the Company examined its intangible franchise rights balance associated with the U.K. reporting unit and identified certain U.K. dealerships’ intangible franchise rights requiring further quantitative assessment.. To perform the intangible franchise rights quantitative assessment, the Company estimated the fair values of the respective franchise rights using a discounted cash flow, or income approach, following the income approach as described for Goodwill. This resulted in additional franchise rights impairment charges, unrelated to the OEM notification described above, of $5.4 million for the three months ended September 30, 2025, bringing total intangible franchise rights impairment charges, excluding impairments associated with restructuring charges, to $23.5 million and $23.9 million for the three and nine months ended September 30, 2025, respectively. The impairment charges were recognized within Asset impairments in the Company’s Condensed Consolidated Statements of Operations. As of September 30, 2025, subsequent to the impairments described above, the U.K. reporting unit had $220.3 million and $121.9 million of goodwill and intangible franchise rights, respectively.

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