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

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

Discontinued Operations

Discontinued Operations

12 Months Ended

Dec. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

In February 2024, we entered into two separate agreements to sell substantially all of the Federal and Defense segment assets for a cash consideration of $43.0 million, including amounts in escrow, subject to post-closing adjustments. The FDS Sale is consistent with our long-term strategic growth strategy focused on higher margin and higher growth aftermarket parts distribution and MRO businesses.

We recorded a pre-tax loss on the FDS Sale of $15.2 million and transaction fees of $2.5 million during the year ended December 31, 2024, which are included in (loss) income from discontinued operations, net of tax in the consolidated statements of income.

The results of operations for the Federal and Defense segment are reported in (loss) income from discontinued operations, net of tax within the consolidated statements of income for the years ended December 31, 2024, 2023, and 2022, and the related assets and liabilities are presented within assets and liabilities held-for-sale on the consolidated balance sheets as of December 31, 2023.

The components of (loss) income from discontinued operations, net of tax consist of the following (in thousands):


	For the years ended December 31,
	2024		2023		2022
Revenues	$	26,268	$	252,466	$	280,314
Costs and operating expenses	34,684		258,125		278,779
(Loss) income from discontinued operations before income taxes	(8,416)		(5,659)		1,535
Other FDS impairment	4,204		—		—
Loss on the sale of discontinued operations	15,199		—		—
(Loss) income from discontinued operations before income taxes	(27,819)		(5,659)		1,535
(Benefit) provision for income taxes	(6,645)		(1,641)		135
(Loss) income from discontinued operations, net of tax	$	(21,174)	$	(4,018)	$	1,400

The assets and liabilities reported as held-for-sale consist of the following (in thousands):


		As of December 31,
		2023
Assets
	Cash and cash equivalents	$	162
	Receivables, net	10,805
	Contract assets	25,109
	Inventories	472
	Prepaid expenses and other current assets	6,154
	Property and equipment, net	6,102
	Intangible assets, net	3,505
	Goodwill	31,575
	Operating lease right-of-use assets	9,097
	Other assets	21
	Total assets held-for-sale (a)	$	93,002
Liabilities
	Accounts payable	$	20,893
	Accrued expenses and other current liabilities	19,537
	Long-term operating lease obligations	8,942
	Deferred tax liabilities	4,019
	Total liabilities held-for-sale (a)	$	53,391
(a) Amounts were classified as current for the prior period consolidated balance sheet.

Certain assets and liabilities previously reported as held-for-sale were excluded from the FDS sale and were reclassified in 2024 as held and used, at their respective fair values, on the consolidated balance sheets. The reclassification related to our Alexandria, VA headquarters office space and consisted of an operating lease right-of-use-asset of $7.1 million, property and equipment of $2.6 million, and an operating lease obligation of $11.0 million. In 2024, we vacated the headquarters office space, resulting in a write down of the associated lease right-of-use asset and property and equipment, and then subsequently terminated the lease for the vacated headquarters office space. See Note (12) "Leases" for further information.

The FDS Sale resulted in the divestiture of certain government contracts requiring novation. Until the novation process is finalized, we continue to receive cash collections related to these contracts, which are due to the purchaser. As of December 31, 2024, we have recorded a $0.3 million liability for these collections within accrued expenses and other current liabilities on our consolidated balance sheets.

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


	For the years ended December 31,
	2024		2023		2022
Depreciation and amortization	$	150	$	2,289	$	3,576
Purchases of property and equipment	$	—	$	295	$	331
Stock-based compensation	$	—	$	139	$	63