Quarterly report pursuant to Section 13 or 15(d)


3 Months Ended
Mar. 31, 2015
Acquisition [Abstract]  
(2) Acquisition

On January 28, 2015, we acquired four businesses that specialize in maintenance, repair and overhaul ("MRO") services and parts supply for corporate and regional jet aircraft engines and engine accessories. The businesses acquired include Air Parts & Supply Co., Kansas Aviation of Independence, L.L.C., Prime Turbines LLC, and CT Aerospace LLC (the "Aviation Acquisition"). These four businesses will operate as a combined group managed by our recently formed wholly owned subsidiary VSE Aviation, Inc ("VAI"). The Aviation Acquisition provides diversification by adding more service offerings and broadening our client base.

The initial purchase consideration paid at closing for the Aviation Acquisition was approximately $189 million (subject to adjustment). We may also be required to make additional purchase price payments of up to $40 million if the Aviation Acquisition meets certain financial targets during the first two post-closing years. An additional $5 million purchase price consideration will be payable if certain of the acquired business surpass certain financial targets during any 12 consecutive month period in 2014 and 2015. Of the payment made at closing, $18 million was deposited into an escrow account to secure the sellers' indemnification obligations (the "Indemnification Amount"). Any remaining Indemnification Amount at the end of the indemnification period not encumbered as a result of one or more indemnification claims will be distributed to the sellers. VAI's results of operations are included in the accompanying consolidated financial statements beginning January 28, 2015. VAI had revenues of approximately $22.8 million and operating income of approximately $2.1 million from the acquisition date through March 31, 2015.

We are in the process of finalizing our valuation of the assets acquired and liabilities assumed. The fair values assigned to the earn-out obligation and intangible assets acquired were based on preliminary estimates, assumptions, and other information compiled by management, including independent valuations that utilized established valuation techniques. Based on our provisional valuation, the total estimated consideration of approximately $189 million, which included an estimated final cash and net working capital and other adjustments of approximately $5 million. During March 2015, we accrued an estimated $2.9 million of additional net working capital and other adjustments owed to the sellers which was recorded as additional goodwill. The total estimated purchase price has been allocated to assets acquired (including identifiable intangible assets and goodwill) and liabilities assumed (including deferred taxes on identifiable intangible assets that are not deductible for income tax purposes), as follows (in thousands):

Fair Value
Accounts Receivable
Prepaid expenses and other current assets
Property and equipment
Customer relationships
Trade name
Accounts payable
Accrued expenses and other current liabilities
Long-term deferred tax liability
Cash consideration
Acquisition date fair value of earn-out obligation

The estimated value attributed to customer relationships is being amortized on a straight-line basis using weighted average useful lives of approximately 14 years. The estimated value attributed to trade name is being amortized on a straight-line basis over nine years. None of the value attributed to goodwill, customer relationships and trade name is deductible for income tax purposes. The amount of goodwill recorded for the Aviation Acquisition was approximately $101.7 million and reflects the strategic advantage of expanding our supply chain management and MRO capabilities through the addition of new service offerings to new markets.
We incurred approximately $300 thousand of acquisition-related expenses during the three months ended March 31, 2015 which are included in selling, general and administrative expenses.
The following pro forma results are prepared for comparative purposes only and do not necessarily reflect the results that would have occurred had the Aviation Acquisition occurred at the beginning of the periods presented or the results which may occur in the future. The following unaudited pro forma results of operations assume the Aviation Acquisition had occurred on January 1, 2014 (in thousands except per share amounts):

Three Months
ended March 31,
Income from continuing operations
Basic earnings per share
Diluted earnings per share