VSE Corporation Annual report [Section 13 and 15(d), not S-K Item 405]

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2024

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



Receivables	$	9,122
Contract assets	16,193
Inventories	5,512
Prepaid expenses and other current assets	570
Other assets	214
Property and equipment, net	6,434
Intangible asset - customer related	59,000
Goodwill	40,201
Operating lease right-of-use assets	7,832
Total assets acquired	145,078
Accounts payable	(9,764)
Accrued expense and other current liabilities	(5,624)
Long-term operating lease obligations	(7,339)
Total liabilities assumed	(22,727)
Net assets acquired, excluding cash	$	122,351

Cash consideration, net of cash acquired	$	112,351
VSE common stock, at fair value	10,000
Total	$	122,351

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



Receivables	$	27,379
Contract assets	2,925
Inventories	37,686
Prepaid expenses and other current assets	2,723
Property and equipment, net	10,301
Intangible asset - customer related	41,900
Goodwill	100,711
Operating lease right-of-use assets	10,793
Total assets acquired	234,418
Accounts payable	(27,750)
Accrued expense and other current liabilities	(6,096)
Deferred tax liabilities	(201)
Long-term operating lease obligations	(9,348)
Total liabilities assumed	(43,395)
Net assets acquired, excluding cash	$	191,023

Cash consideration, net of cash acquired	$	170,756
VSE common stock, at fair value	20,267
Total	$	191,023

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


Receivables	$	7,383
Inventories	31,228
Prepaid expenses and 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, net of cash acquired	$	101,870
Post-close adjustment	(2,170)
Total	$	99,700

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


Prepaid expenses and 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):


	For the years ended December 31,
	2024		2023
Revenue	$	1,111,915	$	949,019
Income from continuing operations	$	37,226	$	38,981

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


	For the years ended December 31,
	2024		2023
Revenue	$	1,244,344	$	1,021,260
Income from continuing operations	$	45,241	$	48,528

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


	For the years ended December 31,
	2024		2023
Revenue	$	1,080,132	$	908,243
Income from continuing operations	$	36,498	$	46,265