VSE Corporation Quarterly report pursuant to Section 13 or 15(d)

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2024

The preliminary purchase price allocation is as follows (in thousands):



Receivables	$	9,122
Contract assets	16,193
Inventories	5,512
Other current assets	570
Other assets	214
Property and equipment, net	6,434
Intangible asset - customer related	59,000
Goodwill	40,095
Operating lease right-of-use assets	7,832
Total assets acquired	144,972
Accounts payable	(9,764)
Accrued expense and other current liabilities	(5,680)
Long-term operating lease obligations	(7,339)
Total liabilities assumed	(22,783)
Net assets acquired, excluding cash	$	122,189

Cash consideration, net of cash acquired	$	112,189
VSE Common stock, at fair value	10,000
Total	$	122,189

The final purchase price allocation is as follows (in thousands):



Receivables	$	7,383
Inventories	31,228
Other current assets	515
Property and equipment	2,527
Intangible assets	21,950
Goodwill	53,942
Operating lease right-of-use assets	6,679
Total assets acquired	124,224
Accounts payable	(10,128)
Accrued expenses and other current liabilities	(5,793)
Long-term operating lease obligations	(5,937)
Deferred tax liabilities	(2,666)
Total liabilities assumed	(24,524)
Net assets acquired, excluding cash	$	99,700

Cash consideration	$	101,870
Post-close adjustment	(2,170)
Total	$	99,700

The final purchase price allocation is as follows (in thousands):



Other current assets (a)	$	11,500
Property and equipment	2,714
Intangible assets	16,200
Goodwill	74,586
Total assets acquired	$	105,000

Cash consideration	$	105,000
Total consideration	$	105,000
(a) Represents prepaid inventory consisting of finished goods acquired but not in our physical possession as of the acquisition date.

The unaudited consolidated pro forma results of operations are as follows (in thousands):


	Three months ended September 30,		Nine months ended September 30,
	2024	2023	2024	2023
Revenue	273,613	253,508	812,893	686,520
Income from continuing operations	11,739	11,262	21,712	26,378

The unaudited consolidated pro forma results of operations are as follows (in thousands):


	Nine months ended September 30, 2023
Revenue	$	672,918
Income from continuing operations	$	31,377