DISCONTINUED OPERATIONS

6 Months Ended

Jun. 30, 2023

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

NOTE C – DISCONTINUED OPERATIONS

On February 28, 2023, the Company sold FleetNet, a wholly owned subsidiary of the Company, for an aggregate adjusted cash purchase price of $100.9 million, and recorded a pre-tax gain on sale of $70.2 million, or $52.3 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 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 financial results of FleetNet have been accounted for as discontinued operations for all periods presented.

The following table summarizes the financial results from discontinued operations:

	Three Months Ended				Six Months Ended
	June 30				June 30
	2023		2022		2023		2022
	(in thousands)
Revenues	$	—	$	71,237	$	55,929	$	138,220
Operating expenses
Gain on sale of business(1)		(1,132)		—		(70,215)		—
Other		—		69,930		54,623		134,928
		(1,132)		69,930		(15,592)		134,928
Operating income		1,132		1,307		71,521		3,292
Other income, net(2)		—		9		17		17
Income from discontinued operations before income taxes		1,132		1,316		71,538		3,309
Income tax provision		289		397		18,259		829
Income from discontinued operations, net of tax	$	843	$	919	$	53,279	$	2,480

(1) The gain recognized for the three and six months ended June 30, 2023 includes post-closing adjustments, including the resolution of certain post-close contingencies in the second quarter of 2023. The total pre-tax gain of $70.2 million for the six months ended June 30, 2023, includes transaction costs of $3.8 million consisting of consulting fees, professional fees, and employee-related expenses.

(2) Includes interest income, net of interest expense, of which the amounts are immaterial for all periods presented.

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:

	Six Months Ended
	June 30
	2023		2022
	(in thousands)
Net cash provided by (used in) operating activities(1)	$	762	$	(1,301)
Net cash used in investing activities(2)		(397)		(2,187)
Net cash provided by (used in) financing activities		(473)		3,544
Net increase (decrease) in cash and cash equivalents	$	(108)	$	56

(1) Includes depreciation and amortization expense of $0.4 million and $0.9 million for the six months ended June 30, 2023 and 2022, respectively. Also includes share-based compensation expense for the six months ended June 30, 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 $1.4 million for the six months ended June 30, 2023 and 2022, respectively. Excludes the proceeds from the sale of discontinued operations, which are included in cash flows from continuing operations.