DISCONTINUED OPERATIONS

6 Months Ended

Jun. 30, 2024

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 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 the first quarter of 2024 totaled $70.2 million and $0.8 million, respectively. 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 allowed 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
	2024		2023		2024		2023
	(in thousands)
Revenues	$	—	$	—	$	—	$	55,929
Operating expenses
Gain on sale of business(1)		—		(1,132)		(806)		(70,215)
Other		—		—		—		54,623
		—		(1,132)		(806)		(15,592)
Operating income		—		1,132		806		71,521
Other income, net(2)		—		—		—		17
Income from discontinued operations before income taxes		—		1,132		806		71,538
Income tax provision		—		289		206		18,259
Income from discontinued operations, net of tax	$	—	$	843	$	600	$	53,279

(1) The 2024 period includes the reversal of an employee-related contingent liability that expired one-year after disposition, per the purchase agreement. The six months ended June 30, 2023 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 second quarter 2023.

(2) The six months ended June 30, 2023 includes interest expense, which is immaterial.

Cash flows from discontinued operations of FleetNet were as follows:

	Six Months Ended
	June 30
	2024		2023
	(in thousands)
Net cash provided by operating activities(1)	$	—	$	762
Net cash used in investing activities(2)		—		(397)
Net cash used in financing activities		—		(473)
Net decrease in cash and cash equivalents	$	—	$	(108)

(1) The 2023 period includes depreciation and amortization expense of $0.4 million and share-based compensation expense 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) The 2023 period includes purchases of property, plant and equipment of $0.1 million. Excludes the proceeds from the sale of discontinued operations, which are included in cash flows from continuing operations.