Exhibit 99.2

VSE Corporation and Subsidiaries
Unaudited Pro Forma Condensed Combined Financial Information

Table of Contents
 
 
 
 
Item
 
Page
Unaudited Condensed Combined Financial Statements
 
2
Unaudited Pro Forma Condensed Combined Balance Sheet
 
3
Unaudited Pro Forma Condensed Combined Statement Of Income
 
5
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
 
6






Unaudited Pro Forma Condensed Combined Financial Statements

On January 10, 2019, VSE Corporation ("VSE") and its wholly owned subsidiary VSE Aviation, Inc. ("VSE Aviation") completed an acquisition of 1st Choice Aerospace Inc. ("1st Choice Aerospace"), two privately owned aviation companies with operations in Florida and Kentucky that provide component maintenance, repair and overhaul ("MRO") services and products for new generation and legacy commercial aircraft.

The unaudited pro forma statements of income for the year ended December 31, 2018 combines the historical consolidated statement of income of VSE for the year ended December 31, 2018 and historical unaudited statement of income of 1st Choice Aerospace for the year ended December 31, 2018. The unaudited pro forma condensed consolidated statements of income are presented as if VSE's acquisition of 1st Choice Aerospace (the "Acquisition") had occurred on January 1, 2018.

The historical consolidated financial information of VSE and the financial information of 1st Choice Aerospace have been adjusted in the unaudited pro forma financial statements to give effect to pro forma events that are (1) directly attributable to the Acquisition, (2) factually supportable and (3) with respect to the statements of income, expected to have a continuing impact on the combined results. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the accompanying notes thereto. In addition, the unaudited pro forma condensed consolidated financial information was based on and should be read in conjunction with the historical audited consolidated financial statements for the year ended December 31, 2018 and the related notes of VSE included in its Annual Report on Form 10-K.

The unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and are not intended to represent what the actual results of operations or the financial position of VSE would have been had the Acquisition been completed as of the dates indicated. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future financial position or operating results of VSE nor does it reflect any operational efficiency that may have been achieved if the Acquisition had occurred on January 1, 2018.

The unaudited pro forma condensed consolidated financial information has been prepared using the acquisition method of accounting which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date. We believe that the fair values assigned to the assets acquired and the liabilities assumed, as reflected in the pro forma financial statements, are based on reasonable assumptions. However, all components of the purchase price allocation are considered preliminary. VSE's judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed can materially impact the results of operations.






VSE Corporation and Subsidiaries
Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2018
(in thousands)

 
 
VSE*
 
1st Choice Aerospace**
 
Adjustments
 
 
 
Pro Forma as Adjusted
Assets
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
162

 
$
796

 
 
 
 
 
$
958

Accounts receivables, net
 
60,004

 
6,757

 
 
 
 
 
66,761

Unbilled receivables, net
 
41,255

 

 
1,089

 
(1)
 
42,344

Inventories, net
 
166,392

 
7,271

 
(654
)
 
(1)
 
173,009

Other current assets
 
13,407

 
382

 
 
 
 
 
13,789

Total current assets
 
281,220

 
15,206

 

 
 
 
296,861

Property and equipment, net
 
49,606

 
4,044

 
 
 
 
 
53,650

Intangible assets, net
 
94,892

 

 
63,000

 
(2)
 
157,892

Goodwill
 
198,622

 

 
60,010

 
(2)
 
258,632

Other assets
 
14,488

 
333

 
 
 
 
 
14,821

Total assets
 
$
638,828

 
$
19,583

 
 
 
 
 
$
781,856

 
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders' equity
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
 
$
9,466

 
$

 
 
 
 
 
$
9,466

Accounts payable
 
57,408

 
2,788

 
 
 
 
 
60,196

Current portion of earn-out obligation
 

 

 
11,000

 
(3)
 
11,000

Accrued expenses and other current liabilities
 
37,133

 
2,184

 
 
 
 
 
39,317

Dividends payable
 
871

 

 
 
 
 
 
871

Total current liabilities
 
104,878

 
4,972

 
 
 
 
 
120,850

 
 
 
 
 
 
 
 
 
 
 
Long-term debt, less current portion
 
151,133

 
8,466

 
104,590

 
(4) (5)
 
264,189

Deferred compensation
 
17,027

 

 
 
 
 
 
17,027

Long-term lease obligations, less current portion
 
18,913

 

 
 
 
 
 
18,913

Earn-out obligation, less current portion
 

 

 
14,000

 
(3)
 
14,000

Deferred tax liabilities
 
18,482

 

 
 
 
 
 
18,482

Total liabilities
 
310,433

 
13,438

 
 

 
 
 
453,461

 
 
 
 
 
 
 
 
 
 
 
Stockholders' equity:
 
 
 
 
 
 

 
 
 
 
Common stock
 
544

 
151

 
(151
)
 
(6)
 
544

Additional paid-in capital
 
26,632

 
2,699

 
(2,699
)
 
(6)
 
26,632

Retained earnings
 
301,073

 
3,295

 
(3,295
)
 
(6)
 
301,073

Accumulated other comprehensive income
 
146

 

 
 
 
 
 
146

Total stockholders' equity
 
328,395

 
6,145

 
 
 
 
 
328,395

Total liabilities and equity
 
$
638,828

 
$
19,583

 
 
 
 
 
$
781,856


The accompanying notes are an integral part of 
these unaudited pro forma condensed combined financial statements.






*
 
As presented in VSE's annual report on Form 10-K for the year ended December 31, 2018.
**
 
Per 1st Choice Aerospace's unaudited historical balance sheet as of December 31, 2018.
 
 
 
Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet:
(1)
 
To reflect the impact of the adoption and ongoing effects of the accounting treatment of ASC Topic 606.
(2)
 
To reflect the estimated fair value of acquired intangible assets and residual goodwill.
(3)
 
To reflect the Acquisition date fair value of the earn-out obligation.
(4)
 
To eliminate 1st Choice Aerospace’s historical debt paid off at closing.
(5)
 
To reflect the borrowings from revolving loan facilities to fund the Acquisition.
(6)
 
To eliminate the historical additional paid-in capital and retained earnings of 1st Choice Aerospace.






VSE Corporation and Subsidiaries
Unaudited Pro Forma Condensed Combined Statement of Income
For the Year Ended December 31, 2018
(in thousands, except share and per share amounts)

 
 
VSE*
 
1st Choice Aerospace**
 
Adjustments
 
 
 
Pro Forma as Adjusted
Revenue:
 
 
 
 
 
 
 
 
 
 
Products
 
$
360,505

 
$

 
$

 
 
 
$
360,505

Services
 
336,713

 
46,129

 
469

 
(7)
 
383,311

Total revenue
 
697,218

 
46,129

 
469

 
 
 
743,816

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
 
Products
 
303,881

 

 

 
 
 
303,881

Services
 
321,076

 
25,380

 
12,014

 
(7) (8)
 
358,470

Selling, general and administrative expenses
 
3,714

 
11,947

 
(12,646
)
 
(8) (9)
 
3,015

Amortization of intangible assets
 
16,017

 

 
4,124

 
(10)
 
20,141

Total operating costs and expenses
 
644,688

 
37,327

 
3,492

 
 
 
685,507

Gain on sale of contract
 
1,700

 
 
 
 
 
 
 
1,700

Income (loss) from operations
 
54,230

 
8,802

 
(3,023
)
 
 
 
60,009

Interest expense, net
 
8,982

 
427

 
3,621

 
(11)
 
13,030

Income before provision from income taxes
 
45,248

 
8,375

 
(6,644
)
 
 
 
46,979

Provision for income taxes
 
10,168

 
40

 
349

 
(12)
 
10,557

Net income
 
$
35,080

 
$
8,335

 
$
(6,993
)
 
 
 
$
36,422

Net income per share:
 
 
 
 
 
 
 
 
 
 
Basic
 
$
3.23

 
 
 
 
 
 
 
$
3.35

Diluted
 
$
3.21

 
 
 
 
 
 
 
$
3.33

Weighted-average number of shares used in per share amounts:
 
 
 
 
 
 
 
 
 
 
Basic
 
10,876,201

 
 
 
 
 
 
 
10,876,201

Diluted
 
10,936,057

 
 
 
 
 
 
 
10,936,057


The accompanying notes are an integral part of 
these unaudited pro forma condensed combined financial statements.
 
 
 
 
*
 
As presented in VSE's annual report on Form 10-K for the year ended December 31, 2018.
**
 
Per 1st Choice Aerospace's unaudited historical statement of income for the year ended December 31, 2018.
 
 
 
Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Income:
(7)
 
To reflect the revenue recognition impact of the adoption and ongoing effects of the accounting treatment of ASC Topic 606.
(8)
 
To reflect the reclassification of $11,732 of certain operational costs of 1st Choice Aerospace from selling, general and administrative expenses to product costs to conform to VSE's income statement presentation.
(9)
 
To reflect the elimination of VSE and 1st Choice Aerospace acquisition related costs of $914.
(10)
 
To reflect the amortization of the preliminary fair values of acquired intangible assets for the year ended December 31, 2018.
(11)
 
To eliminate 1st Choice Aerospace’s historical interest expense and reflect estimated interest expense associated with borrowings from revolving loan facilities to fund the Acquisition.
(12)
 
To reflect the tax effects of the pro forma adjustments and the historical pre-tax income of 1st Choice Aerospace at the estimated effective income tax rate that would have been in effect had the Acquisition closed on January 1, 2018.













(1) Acquisition Transaction

On January 10, 2019, VSE Corporation ("VSE") and its wholly owned subsidiary VSE Aviation, Inc. ("VSE Aviation") completed an acquisition of 1st Choice Aerospace Inc. ("1st Choice Aerospace"), two privately owned aviation companies with operations in Florida and Kentucky that provide component maintenance, repair and overhaul (“MRO”) services and products for new generation and legacy commercial aircraft.
The acquisition of 1st Choice Aerospace was accounted for under FASB Accounting Standards Codification Topic 805 (ASC 805), Business Combinations. The fair values of assets acquired and the liabilities assumed are based on preliminary estimates of fair values as of the acquisition date. Preliminary fair value estimates may change as additional information becomes available. There can be no assurance that the final determination will not result in material changes from these preliminary amounts.

Cash paid at closing included the purchase price of $112 million and an estimated net working capital adjustment of approximately $1 million. The total estimated acquisition consideration used in preparing the unaudited pro forma condensed consolidated financial statements is as follows (in thousands):
 
 
Cash consideration
$
113,056

Acquisition date fair value of earn-out obligation
25,000

Total consideration
$
138,056


(2) Preliminary Allocation of Purchase Price

We performed a preliminary allocation of purchase price to the net identifiable assets acquired based on their estimated fair values as of January 10, 2019, with the excess recognized as goodwill. The allocation of the purchase price shown in the table below is preliminary and subject to change based on finalizing our detailed valuations. We allocated the purchase price as follows (in thousands):
Description
 
Fair Value
Cash and cash equivalents
 
$
796

Accounts receivable
 
7,846

Inventories
 
6,617

Other current assets
 
382

Property and equipment
 
4,044

Intangibles - customer-related
 
55,000

Intangibles - trade name
 
8,000

Other assets
 
333

Current liabilities
 
(4,972
)
 
 
 
Net identifiable assets acquired
 
78,046

Goodwill
 
60,010

 
 
 
Total consideration
 
$
138,056

 
 
 
Cash consideration
 
$
113,056

Acquisition date fair value of earn-out obligation
 
25,000

Total consideration
 
$
138,056

The value attributed to customer-related and trade name intangibles is being amortized on a straight-line basis over useful lives of 17 years and 9 years, respectively.