VSE Corporation Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Fair Value Measurements

Fair Value Measurements

6 Months Ended

Jun. 30, 2025

The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis and the level they fall within the fair value hierarchy (in thousands):


Amounts Recorded at Fair Value	Financial Statement Classification	Fair Value Hierarchy	Fair Value June 30, 2025		Fair Value December 31, 2024
Non-COLI assets held in Deferred Supplemental Compensation Plan(a)	Other assets	Level 1	$	659	$	629
Interest rate swaps	Other assets	Level 2	$	1,225	$	4,093
Earn-out receivable	Earn-out receivable	Level 3	$	23,300	$	—
(a) Non-Company Owned Life Insurance ("COLI") assets held in the Company's deferred supplemental compensation plan consist of equity funds with fair value based on observable inputs such as quoted prices for identical assets in active markets and changes in fair value are recorded as selling, general and administrative expenses.

The carrying amounts of cash and cash equivalents, receivables, accounts payable and amounts included in prepaid expenses and other current assets and accrued expenses and other current liabilities that meet the definition of a financial instrument approximate fair value due to their relatively short maturity. The carrying value of the note receivable approximates fair value as the stated interest income effectively offsets the time value of money, resulting in minimal discounting impact. The carrying value of the Company's outstanding debt obligations approximates its fair value. The fair value of the note receivable and long-term debt are calculated using Level 2 inputs based on interest rates available for debt with terms and maturities similar to the Company's existing debt arrangements.

In connection with the sale of the Fleet segment in April 2025, the Company may receive up to $65 million in earn-out payments should the Fleet segment achieve certain milestones during 2025. The initial fair value of the earn-out receivable was determined using a modified Black-Scholes model. The modified Black-Scholes model is based on significant inputs not observed in the market and thus represents a Level 3 measurement. The significant unobservable inputs include a selected asset volatility of 65%, which was selected in part based on the median of guideline public companies analyzed, and a discount rate of 17.4%. Changes in these assumptions could result in a material change to the amount of the fair value measurement. Pursuant to the sale agreement, half of the earn-out amount, if any, is due to the Company by December 31, 2026, with the second half due by June 30, 2027.

The following table presents the changes in the fair value of the earn-out receivable:


	Earn-out Receivable
Balance as of December 31, 2024	$	—
Sale date fair value of earn-out	29,200
Subsequent fair value adjustments	(5,900)
Balance as of June 30, 2025	$	23,300

The sale date fair value of the earn-out receivable was utilized in calculating the Company's impairment loss on Fleet assets classified as held-for-sale, which was recognized during the first quarter of 2025 and is included in (loss) income from discontinued operations, net of tax, in the consolidated statements of operations. Following the Fleet sale, any subsequent fair value adjustments to the earn-out receivable will be recorded within selling, general and administrative expenses in the consolidated statements of operations.