Quarterly report [Sections 13 or 15(d)]

Acquisitions

v3.25.2
Acquisitions
6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
2025 Acquisition

Turbine Weld Industries, LLC ("Turbine Weld")

On May 1, 2025, the Company acquired Turbine Weld for a total cash consideration of $49.9 million, net of cash acquired of $0.9 million. The acquisition purchase price was funded by borrowings under the Company's revolving credit facility. Turbine Weld is a specialized MRO service provider of complex technical and proprietary engine components for business and general aviation platforms. The acquisition strengthens the Company’s MRO portfolio of services by broadening technical capabilities and expanding the repair portfolio. The acquisition is not material to the Company's consolidated financial statements.

The preliminary allocation of the purchase price resulted in net tangible assets, excluding cash acquired, of $12.6 million, goodwill of $13.3 million, and a customer-related intangible asset of $24.0 million, which is being amortized over a period of 10
years. Goodwill resulting from the acquisition of Turbine Weld reflects the strategic advantage of expanding the Company's MRO services to new customers. The value attributed to goodwill and customer relationships is deductible for income tax purposes. The Company has not yet finalized the determination of the fair values allocated to various assets and liabilities, including, but not limited to, working capital. Therefore, the allocation of the total consideration for the acquisition to the tangible and identifiable intangible assets acquired, and liabilities assumed, is preliminary until the Company obtains final information regarding their fair values, which could potentially result in changes to the Turbine Weld opening balance sheet. Adjustments or changes to goodwill, assets or liabilities remain possible.

The Company incurred $1.0 million and $1.5 million in acquisition-related expenses related to the Turbine Weld acquisition during the three and six months ended June 30, 2025, respectively, which are included in selling, general and administrative expenses.

2024 Acquisitions

Turbine Controls, Inc. ("TCI")

On April 24, 2024, the Company completed the acquisition of TCI for a total consideration of $122.4 million. The total consideration consisted of cash consideration of $112.4 million, net of $1.2 million cash acquired, and in-kind payment in the form of shares of the Company's common stock with a value equal to approximately $10.0 million. The purchase price of this acquisition was funded by borrowings under the Company's revolving credit facility. TCI is a leading provider of aftermarket MRO support services for complex engine components, as well as engine and airframe accessories, across commercial and military applications. The acquisition presents an opportunity for the Company to accelerate its MRO strategy, including expanding the Company's repair capability offerings and adding several new OEM relationships.

The final 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 

Goodwill resulting from the acquisition of TCI reflects the strategic advantage of expanding the Company's MRO services to new customers. The value attributed to goodwill and customer relationships is deductible for income tax purposes. The estimated value attributed to the customer relationship intangible assets is being amortized on a straight-line basis using a useful life of 10 years.

The Company incurred $0.5 million and $2.0 million in acquisition-related expenses related to the TCI acquisition during the three and six months ended June 30, 2024, respectively, which are included in selling, general and administrative expenses.
The following unaudited pro forma financial information presents the combined results of operations for TCI and VSE Corporation for the three and six months ended June 30, 2025, and 2024, respectively. The unaudited consolidated pro forma results of operations are as follows (in thousands):

Three months ended June 30, Six months ended June 30,
2025 2024 2025 2024
Revenue
$ 272,139  $ 199,940  $ 528,184  $ 386,993 
Income (loss) from continuing operations
$ 13,638  $ (5,407) $ 27,606  $ 859 

The unaudited pro forma combined financial information presented above has been prepared from historical financial statements that have been adjusted to give effect to the acquisition of TCI as though it had occurred on January 1, 2023 and includes adjustments for intangible asset amortization; interest expense and debt issuance costs on long-term debt; and acquisition and other transaction costs. The unaudited pro forma financial information is not intended to reflect the actual results of operations that would have occurred if the acquisition had occurred on January 1, 2023, nor is it indicative of future operating results.

Kellstrom Aerospace Group, Inc. ("Kellstrom Aerospace")

On December 3, 2024, the Company completed the acquisition of Kellstrom Aerospace for a total consideration of approximately $188.9 million, consisting of cash consideration of $168.6 million, net of $10.6 million cash acquired, and in-kind payment in the form of shares of the Company's common stock with a value equal to approximately $20.3 million. The purchase price of this acquisition was funded by the Company's October 2024 underwritten public offering and borrowings under the Company's revolving credit facility. Kellstrom Aerospace is a diversified global distributor and service provider supporting the commercial aerospace engine aftermarket. The acquisition provides an opportunity to improve the Company's position in the commercial aviation aftermarket by expanding product and capability offerings both domestically and internationally, including participation in aircraft engine maintenance events.

The Company has not yet finalized the determination of the fair values allocated to various assets and liabilities, including, but not limited to, working capital and income taxes. Therefore, the allocation of the total consideration for the acquisition to the tangible and identifiable intangible assets acquired, and liabilities assumed, is preliminary until the Company obtains final information regarding their fair values, which could potentially result in changes to the Kellstrom Aerospace opening balance sheet. Adjustments or changes to goodwill, assets or liabilities remain possible.

During the six months ended June 30, 2025, the purchase price allocation was adjusted as a result of working capital and to reflect measurement period adjustments based on new information obtained about facts and circumstances that existed as of the acquisition date. Such adjustments resulted in a $12.9 million decrease to goodwill, driven by a $8.4 million increase to deferred tax assets, a $2.3 million fair value step up to operating lease right-of-use assets, and a $2.2 million working capital settlement which reduced net purchase consideration.
The adjusted 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 87,771 
Operating lease right-of-use assets 14,141 
Deferred tax assets 8,243 
     Total assets acquired 233,069 
Accounts payable (27,750)
Accrued expense and other current liabilities (6,153)
Long-term operating lease obligations (10,300)
     Total liabilities assumed (44,203)
Net assets acquired, excluding cash $ 188,866 
Cash consideration, net of cash acquired $ 168,599 
VSE common stock, at fair value
20,267 
Total $ 188,866 

Goodwill resulting from the Kellstrom Aerospace acquisition reflects the strategic advantage of growing the Company's distribution and MRO capabilities in the commercial aerospace aftermarket. The value attributed to goodwill and customer relationships is not deductible for income tax purposes. The estimated value attributed to the customer relationship intangible assets is being amortized on a straight-line basis using a useful life of 8 years.
Acquisition-related expenses related to the Kellstrom Aerospace acquisition totaled $0.7 million for the six months ended June 30, 2025, and are included in selling, general and administrative expenses.

The following unaudited pro forma financial information presents the combined results of operations for Kellstrom Aerospace and VSE Corporation for the six months ended June 30, 2025, and 2024, respectively. The unaudited consolidated pro forma results of operations are as follows (in thousands):

Three months ended June 30, Six months ended June 30,
2025 2024 2025 2024
Revenue
$ 272,139  $ 243,102  $ 528,184  $ 443,860 
Income (loss) from continuing operations
$ 13,638  $ (4,972) $ 28,199  $ 2,474 


The unaudited pro forma combined financial information presented above has been prepared from historical financial statements that have been adjusted to give effect to the acquisition of Kellstrom Aerospace as though it had occurred on January 1, 2023 and includes adjustments for intangible asset amortization; interest expense and debt issuance costs on long-term debt; and acquisition and other transaction costs. The unaudited pro forma financial information is not intended to reflect the actual results of operations that would have occurred if the acquisition had occurred on January 1, 2023, nor is it indicative of future operating results.