DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2024

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

NOTE D – DISCONTINUED OPERATIONS

On February 28, 2023, the Company sold FleetNet, a wholly owned subsidiary of the Company, for an initial aggregate cash purchase price of $101.1 million, which was 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. The purchase price was adjusted during the second quarter of 2023, resulting in an aggregate adjusted cash purchase price of $100.9 million. After adjustments, the pre-tax gain recognized in 2023 and 2024 totaled $70.2 million and $0.8 million, respectively. The financial results of FleetNet have been accounted for as discontinued operations for all periods presented.

The financial results from discontinued operations for the years ended December 31 are summarized in the following table:

	2024		2023		2022
	(in thousands)
Revenues	$	—	$	55,929	$	295,043
Operating expenses
Gain on sale of business(1)		(806)		(70,201)		—
Other		—		54,623		290,300
		(806)		(15,578)		290,300
Operating income		806		71,507		4,743
Other income, net(2)		—		17		109
Income from discontinued operations before income taxes		806		71,524		4,852
Income tax provision		206		18,255		1,291
Income from discontinued operations, net of tax	$	600	$	53,269	$	3,561

(1) The 2024 period includes the reversal of an employee-related contingent liability that expired one year after disposition, per the purchase agreement. The 2023 period includes transaction costs of $3.8 million consisting of consulting fees, professional fees, and employee-related expenses, as well as the resolution of certain post-close contingencies in the second quarter of 2023.

(2) The 2023 and 2022 periods include interest expense, which is immaterial.

Cash flows from discontinued operations of FleetNet for the years ended December 31 were as follows:

	2024		2023		2022
	(in thousands)
Net cash provided by operating activities(1)	$	—	$	762	$	2,825
Net cash used in investing activities(2)		—		(397)		(3,329)
Net cash provided by (used in) financing activities		—		(473)		560
Net increase (decrease) in cash and cash equivalents	$	—	$	(108)	$	56

(1) Includes depreciation and amortization expense of $0.4 million and $1.9 million for the years ended December 31, 2023 and 2022, respectively. Also includes share-based compensation expense for the year ended December 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 $1.4 million for the years ended December 31, 2023 and 2022, respectively. Excludes the proceeds from the sale of discontinued operations, which are included in cash flows from continuing operations.