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DISCONTINUED OPERATIONS | 3 Months Ended
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Mar. 31, 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 total pre-tax gain recognized in 2023 and the first quarter of 2024 was $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 | ​
​ | ​ | March 31 | ​
​ |  | 2024 |  | 2023 |
​ | ​ | (in thousands) | ​
Revenues | ​ | $ | — | ​ | $ | 55,929 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating expenses | ​ | ​ | ​ | ​ | ​ | ​ | ​
Gain on sale of business(1) | ​ | ​ | (806) | ​ | ​ | (69,083) | ​
Other | ​ | ​ | — | ​ | ​ | 54,623 | ​
​ | ​ | ​ | (806) | ​ | ​ | (14,460) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating income | ​ | ​ | 806 | ​ | ​ | 70,389 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other income, net(2) | ​ | ​ | — | ​ | ​ | 17 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Income from discontinued operations before income taxes | ​ | ​ | 806 | ​ | ​ | 70,406 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Income tax provision | ​ | ​ | 206 | ​ | ​ | 17,970 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Income from discontinued operations, net of tax | ​ | $ | 600 | ​ | $ | 52,436 | ​
(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 $4.4 million consisting of consulting fees, professional fees, and employee-related expenses prior to resolution of certain post-close contingencies in second quarter 2023.
(2) | The 2023 period includes interest expense, which is immaterial.
​ ​ Cash flows from discontinued operations of FleetNet were as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​
​ | ​ | March 31 | ​
​ |  | 2024 |  | 2023 | ​
​ | ​ | (in thousands) | ​
Net cash provided by operating activities(1) | ​ | $ | — | ​ | $ | 762 | ​
Net cash used in investing activities(2) | ​ | ​ | — | ​ | ​ | (398) | ​
Net cash used in financing activities | ​ | ​ | — | ​ | ​ | (472) | ​
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.
​

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//360/tableOfContent + Details
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