| Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
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 |
|
| Other assets |
|
214 |
|
| Property and equipment, net |
|
6,434 |
|
| Intangible asset - customer related |
|
59,000 |
|
| Goodwill |
|
40,201 |
|
| Operating lease right-of-use assets |
|
7,832 |
|
| 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 adjusted preliminary purchase price is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
| Receivables |
|
$ |
27,379 |
|
| Contract assets |
|
2,925 |
|
| Inventories |
|
37,686 |
|
Prepaid expenses and other current assets |
|
2,723 |
|
| Property and equipment, net |
|
10,301 |
|
| Intangible asset - customer related |
|
41,900 |
|
| Goodwill |
|
96,024 |
|
| Operating lease right-of-use assets |
|
14,141 |
|
| Total assets acquired |
|
233,079 |
|
| Accounts payable |
|
(27,750) |
|
| Accrued expense and other current liabilities |
|
(6,153) |
|
| Deferred tax liabilities |
|
(10) |
|
| Long-term operating lease obligations |
|
(10,300) |
|
| Total liabilities assumed |
|
(44,213) |
|
| 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 |
|
|
| Business Acquisition, Pro Forma Information |
The unaudited consolidated pro forma results of operations are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
2025 |
|
2024 |
Revenue |
|
$ |
256,045 |
|
|
$ |
187,054 |
|
Income from continuing operations |
|
$ |
13,968 |
|
|
$ |
4,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
|
|
|
|
|
Revenue |
|
$ |
256,045 |
|
|
$ |
200,758 |
|
|
|
|
|
|
|
Income from continuing operations (a)
|
|
$ |
14,559 |
|
|
$ |
7,447 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) The after-tax impact of acquisition expenses incurred during the three months ended March 31, 2025 were adjusted for in the current period. |
|