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

Acquisitions (Tables)

v3.25.4
Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination, Recognized Asset Acquired and Liability Assumed
The preliminary purchase price allocation is as follows (in thousands):
Receivables $ 12,244 
Contract assets 1,825 
Inventories 54,267 
Prepaid expenses and other current assets
 880 
Property and equipment, net 4,704 
Intangible assets - customer related
 94,000 
Goodwill 214,519 
Operating lease right-of-use assets 5,163 
Other assets 4,159 
     Total assets acquired 391,761 
Accounts payable (9,262)
Accrued expense and other current liabilities (6,218)
Long-term operating lease obligations (3,664)
Deferred tax liabilities
 (21,247)
Other long-term liabilities
 (4,971)
     Total liabilities assumed (45,362)
Net assets acquired, excluding cash $ 346,399 
The final purchase price allocation is as follows (in thousands):
Receivables $ 27,379 
Contract assets 2,925 
Inventories 42,589 
Prepaid expenses and other current assets
 2,538 
Property and equipment, net 10,301 
Intangible asset - customer related 41,900 
Goodwill 83,922 
Operating lease right-of-use assets 14,141 
Deferred tax assets
 7,624 
     Total assets acquired 233,319 
Accounts payable (27,750)
Accrued expense and other current liabilities (6,403)
Long-term operating lease obligations (10,300)
     Total liabilities assumed (44,453)
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 
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 
Property and equipment, net 6,434 
Intangible asset - customer related 59,000 
Goodwill 40,201 
Operating lease right-of-use assets 7,832 
Other assets 214 
     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 
The final purchase price allocation is as follows (in thousands):

Prepaid expenses and other current assets (a)
$ 11,500 
Property and equipment
 2,714 
Intangible assets
 16,200 
Goodwill
 74,586 
Total assets acquired
 $ 105,000 
Cash consideration
 $ 105,000 
Total consideration
 $ 105,000 
(a) Represents prepaid inventory consisting of finished goods acquired but not in the Company's physical possession as of the acquisition date.
The final purchase price allocation is as follows (in thousands):

Receivables
 $ 7,383 
Inventories 31,228 
Prepaid expenses and other current assets
 515 
Property and equipment 2,527 
Intangible assets
 21,950 
Goodwill 53,942 
Operating lease right-of-use-assets 6,679 
      Total assets acquired
 124,224 
Accounts payable (10,128)
Accrued expenses and other current liabilities (5,793)
Long-term operating lease obligations
 (5,937)
Deferred tax liabilities
 (2,666)
      Total liabilities assumed
 (24,524)
Net assets acquired, excluding cash $ 99,700 
Cash consideration, net of cash acquired
 $ 101,870 
Post-close adjustment
 (2,170)
Total
 $ 99,700 
Schedule of Business Acquisition, Pro Forma Information The unaudited consolidated pro forma results of operations are as follows (in thousands):
For the years ended December 31,
2025 2024
Revenue
 $ 1,222,244  $ 901,940 
Income from continuing operations
 $ 66,489  $ 29,217 
The unaudited consolidated pro forma results of operations are as follows (in thousands):
For the years ended December 31,
2024 2023
Revenue
 $ 950,468  $ 704,792 
Income from continuing operations
 $ 28,145  $ 19,941 
The following unaudited pro forma financial information presents the combined results of operations for TCI and VSE Corporation for the years ended December 31, 2024, and 2023, respectively. The unaudited consolidated pro forma results of operations are as follows (in thousands):

For the years ended December 31,
2024 2023
Revenue
 $ 818,039  $ 632,551 
Income from continuing operations
 $ 20,130  $ 10,394 
The following unaudited pro forma financial information presents the combined results of operations for Desser Aerospace and VSE Corporation for the year ended December 31, 2023. The unaudited consolidated pro forma results of operations are as follows (in thousands):
For the year ended December 31,
2023
Revenue
 $ 591,775 
Income from continuing operations
 $ 17,678