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DISCONTINUED OPERATIONS | 6 Months Ended
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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.
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