Quarterly report [Sections 13 or 15(d)]

Discontinued Operations

v3.25.2
Discontinued Operations
6 Months Ended
Jun. 30, 2025
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations Discontinued Operations
Sale of Fleet Segment

On April 1, 2025, VSE completed the previously announced sale of its Fleet segment for a total consideration of up to $230 million (the “Fleet Sale”). This consideration is comprised of $136.1 million of cash, net of $4.8 million cash divested, and is subject to post-close net working capital adjustments. The Company also received a $25 million seller note and an earn-out payment of up to $65 million, subject to the achievement of certain milestones. The seller note is scheduled to mature in July 2030. See Note (11) "Fair Value Measurements" for information regarding the fair value of the earn-out. The Fleet Sale is consistent with the Company's long-term strategy of transforming to a pure-play aviation business focused on higher margin and higher growth aftermarket parts distribution and MRO businesses.

During the six months ended June 30, 2025, the Company recorded a total loss of $47.0 million, inclusive of $3.8 million of transaction fees. The loss was comprised of a pre-tax impairment charge on the Fleet assets held-for-sale of $33.7 million and a pre-tax loss on the Fleet Sale of $13.3 million, which was primarily attributable to a $8.3 million adjustment of a deferred tax liability related to the pre-tax impairment from the first quarter of 2025 and the impact of working capital adjustments of $5.0 million. The total loss is included in (loss) income from discontinued operations, net of tax in the consolidated statements of operations.

Sale of Federal and Defense Segment

In February 2024, VSE entered into two separate agreements to sell substantially all the Federal and Defense segment's operational assets ("FDS Sale") for cash consideration of $42.9 million. The FDS Sale is consistent with the Company's long-term strategic growth strategy of transforming to a pure-play aviation business focused on higher margin and higher growth aftermarket parts distribution and MRO businesses. The Company recorded a pre-tax loss on the FDS Sale of $0.2 million during the six months ended June 30, 2025 related to a settlement of net working capital, and a pre-tax loss of $12.7 million and transaction fees of $2.5 million for the six months ended June 30, 2024. All such losses and transaction fees are included in (loss) income from discontinued operations, net of tax in the consolidated statements of operations.

The components of (loss) income from discontinued operations, net of tax for the three and six months ended June 30, 2025 and 2024, consist of the following (in thousands):
For the three months ended June 30, For the six months ended June 30,
2025 2024 2025 2024
Revenues $ —  $ 73,131  $ 75,358  $ 178,556 
Costs and operating expenses
36  69,601  71,865  174,853 
(Loss) income from discontinued operations (36) 3,530  3,493  3,703 
Other impairment —  —  33,708  4,204 
Loss on the sale of discontinued operations 13,251  —  13,495  12,663 
Total (loss) income before income taxes (13,287) 3,530  (43,710) (13,164)
(Benefit) provision for income taxes (2,846) 1,019  (10,328) (3,522)
(Loss) income from discontinued operations, net of tax $ (10,441) $ 2,511  $ (33,382) $ (9,642)
The assets and liabilities reported as held-for-sale consist of the following (in thousands):
December 31,
2024
Assets
Cash and cash equivalents $ (475)
Receivables, net
39,459 
Inventories 142,259 
Prepaid expenses and other current assets 11,057 
Property and equipment, net 14,546 
Intangible assets, net 124 
Goodwill 63,190 
Operating lease right-of-use assets 10,101 
Other assets 2,559 
    Total assets held-for-sale $ 282,820 
Liabilities
Accounts payable $ 42,099 
Accrued expenses and other current liabilities 9,446 
Long-term operating lease obligations 8,645 
Deferred tax liabilities 8,010 
    Total liabilities held-for-sale $ 68,200 

Selected financial information related to cash flows from discontinued operations is as follows (in thousands):

For the six months ended June 30,
2025 2024
Depreciation and amortization $ 731  $ 1,675 
Stock-based compensation (a)
$ (225) $ 425 
Purchases of property and equipment $ 208  $ 1,738 
(a) Stock-based compensation benefit was recognized during the six months ended June 30, 2025 due to forfeitures in the period.