DISCONTINUED OPERATIONS

3 Months Ended

Mar. 31, 2023

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

NOTE C – DISCONTINUED OPERATIONS

On February 28, 2023, the Company sold FleetNet, an indirect wholly owned subsidiary of the Company, for an aggregate cash purchase price of $101.1 million, subject to certain tax and other customary adjustments and recorded a pre-tax gain on sale of $69.1 million, or $51.4 million, net of tax. FleetNet provided roadside repair solutions and vehicle maintenance management services for commercial and private fleets through a network of third-party service providers. The financial results of FleetNet have been accounted for as discontinued operations for all periods presented. The sale of FleetNet allows the Company to focus on growing its continuing operations, as FleetNet was no longer core to the Company’s growth initiatives.

The following table summarizes the financial results from discontinued operations:

	Three Months Ended March 31
	2023		2022
	(in thousands)
Revenues	$	55,929	$	66,983
Operating expenses
Gain on sale of business(1)		(69,083)		—
Other		54,623		64,998
		(14,460)		64,998
Operating income		70,389		1,985
Other income, net(2)		17		8
Income from discontinued operations before income taxes		70,406		1,993
Income tax provision		17,970		432
Income from discontinued operations, net of tax	$	52,436	$	1,561

(1) Includes estimated transaction costs of $4.4 million consisting of consulting fees, professional fees, and employee-related expenses.

(2) Includes interest expense, which is immaterial for the three months ended March 31, 2023 and 2022.

The following table summarizes the assets and liabilities from discontinued operations:

	December 31, 2022
	(in thousands)
Cash and cash equivalents	$	108
Accounts receivable, net		63,022
Other current assets		1,606
Total current assets of discontinued operations	$	64,736
Property, plant and equipment, net		10,350
Goodwill		630
Intangible assets, net		63
Other long-term assets		54
Total long-term assets of discontinued operations	$	11,097
Accounts payable		47,687
Income taxes payable		613
Accrued expenses		3,365
Total current liabilities of discontinued operations	$	51,665
Deferred tax liability		781
Total long-term liabilities of discontinued operations	$	781

Cash flows from discontinued operations of FleetNet were as follows:

	Three Months Ended March 31
	2023		2022
	(in thousands)
Net cash provided by (used in) operating activities(1)	$	762	$	(749)
Net cash used in investing activities(2)		(398)		(1,062)
Net cash provided by (used in) financing activities		(472)		1,867
Net increase (decrease) in cash and cash equivalents	$	(108)	$	56

(1) Includes depreciation and amortization expense of $0.4 million for the three-month periods ended March 31, 2023 and 2022. Also includes share-based compensation expense for the three months ended March 31, 2023 of $0.3 million, which is included in the “Pre-tax gain on sale of discontinued operations” line of the consolidated statements of cash flows.

(2) Includes purchases of property, plant and equipment of $0.1 million and $0.7 million for the three months ended March 31, 2023 and 2022, respectively.