GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS

Goodwill

During the fourth quarter of 2023, the Company determined that a triggering event occurred in relation to the depressed market price of the Company’s common stock and corresponding significant decline in the Company’s market capitalization. As a result, the Company performed a quantitative goodwill impairment test.

The Company calculated the estimated fair value of the reporting unit using an equity market capitalization approach, leveraging our outstanding share price adjusted for preferred stock equity and applying a 30% control premium. As a result of this test, we determined that the carrying value of the reporting unit exceeded its fair value, resulting in an impairment charge of $118.0 million, which represented the entirety of the goodwill balance previously recorded. The non-cash impairment charge was recognized as impairment charges during the year ended December 31, 2023.

The changes in the carrying amount of goodwill during 2023 were as follows (in thousands):

Balance as of December 31, 2022	$	83,460
Acquisitions	40,735
Measurement period adjustments related to prior acquisitions	(6,225)
Goodwill impairment	(117,970)
Balance as of December 31, 2023	$	—

Intangible Assets

Intangible assets and related accumulated amortization were as follows:

	December 31, 2024						December 31, 2023
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Asset Value		Gross Carrying Amount		Accumulated Amortization		Net Asset Value
Amortizable intangible assets:
Manufacturer relationships	$	45,649	$	25,204	$	20,445	$	71,849	$	26,968	$	44,881
Customer relationships	10,050		5,655		4,395		10,395		4,893		5,502
Non-compete agreements	230		213		17		230		167		63
	55,929		31,072		24,857		82,474		32,028		50,446
Non-amortizable intangible assets:
Trade names and trademarks	30,100		—		30,100		30,100		—		30,100
Total	$	86,029	$	31,072	$	54,957	$	112,574	$	32,028	$	80,546

Our manufacturer and customer relationships are amortized over their estimated useful lives on a straight-line basis. The estimated useful lives are 8 to 13 years for both the manufacturer and customer relationships.

During the year ended December 31, 2024, we recorded impairment charges of $17.7 million for the impairment of definite-lived intangible assets associated with the dealerships held for sale, of which, $17.5 million related to manufacturer relationships definite-lived intangible assets. These assets which were not included in the sale of the dealerships, were determined to not be recoverable as the result of minimal cash flows expected to be generated between the held for sale date and the expected closing of the sales. The Company determined that the fair value of these definite-lived intangible assets approximated zero as they could not be transferred to other dealerships or otherwise disposed. See Note 10 - Assets Held for Sale for additional information on the dealerships held for sale.

Amortization expense related to intangible assets was as follows:

	Year Ended December 31,
(In thousands)	2024		2023
Amortization expense	$	7,909	$	7,558

Future amortization of intangible assets is as follows:

(In thousands)
2025	$	5,007
2026	4,328
2027	4,018
2028	4,018
2029	4,015
Thereafter	3,471
Total	$	24,857

As of December 31, 2024, the weighted average remaining amortization period was 13 years.