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Discontinued Operations | 6 Months Ended
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Jun. 30, 2025
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations | Discontinued Operations Sale of Fleet Segment On April 1, 2025, VSE completed the previously announced sale of its Fleet segment for a total consideration of up to $230 million (the “Fleet Sale”). This consideration is comprised of $136.1 million of cash, net of $4.8 million cash divested, and is subject to post-close net working capital adjustments. The Company also received a $25 million seller note and an earn-out payment of up to $65 million, subject to the achievement of certain milestones. The seller note is scheduled to mature in July 2030. See Note (11) "Fair Value Measurements" for information regarding the fair value of the earn-out. The Fleet Sale is consistent with the Company's long-term strategy of transforming to a pure-play aviation business focused on higher margin and higher growth aftermarket parts distribution and MRO businesses. During the six months ended June 30, 2025, the Company recorded a total loss of $47.0 million, inclusive of $3.8 million of transaction fees. The loss was comprised of a pre-tax impairment charge on the Fleet assets held-for-sale of $33.7 million and a pre-tax loss on the Fleet Sale of $13.3 million, which was primarily attributable to a $8.3 million adjustment of a deferred tax liability related to the pre-tax impairment from the first quarter of 2025 and the impact of working capital adjustments of $5.0 million. The total loss is included in (loss) income from discontinued operations, net of tax in the consolidated statements of operations. Sale of Federal and Defense Segment In February 2024, VSE entered into two separate agreements to sell substantially all the Federal and Defense segment's operational assets ("FDS Sale") for cash consideration of $42.9 million. The FDS Sale is consistent with the Company's long-term strategic growth strategy of transforming to a pure-play aviation business focused on higher margin and higher growth aftermarket parts distribution and MRO businesses. The Company recorded a pre-tax loss on the FDS Sale of $0.2 million during the six months ended June 30, 2025 related to a settlement of net working capital, and a pre-tax loss of $12.7 million and transaction fees of $2.5 million for the six months ended June 30, 2024. All such losses and transaction fees are included in (loss) income from discontinued operations, net of tax in the consolidated statements of operations. The components of (loss) income from discontinued operations, net of tax for the three and six months ended June 30, 2025 and 2024, consist of the following (in thousands):
|  | For the three months ended June 30, |  | For the six months ended June 30,
|  | 2025 |  | 2024 |  | 2025 |  | 2024
Revenues |  | $ | — |  |  | $ | 73,131 |  |  | $ | 75,358 |  |  | $ | 178,556 |
Costs and operating expenses |  | 36 |  |  | 69,601 |  |  | 71,865 |  |  | 174,853 |
(Loss) income from discontinued operations |  | (36) |  |  | 3,530 |  |  | 3,493 |  |  | 3,703 |
Other impairment |  | — |  |  | — |  |  | 33,708 |  |  | 4,204 |
Loss on the sale of discontinued operations |  | 13,251 |  |  | — |  |  | 13,495 |  |  | 12,663 |
Total (loss) income before income taxes |  | (13,287) |  |  | 3,530 |  |  | (43,710) |  |  | (13,164) |
(Benefit) provision for income taxes |  | (2,846) |  |  | 1,019 |  |  | (10,328) |  |  | (3,522) |
(Loss) income from discontinued operations, net of tax |  | $ | (10,441) |  |  | $ | 2,511 |  |  | $ | (33,382) |  |  | $ | (9,642) |
The assets and liabilities reported as held-for-sale consist of the following (in thousands):
|  | December 31,
| 2024
Assets |
| Cash and cash equivalents | $ | (475) |
| Receivables, net | 39,459 |
| Inventories | 142,259 |
| Prepaid expenses and other current assets | 11,057 |
| Property and equipment, net | 14,546 |
| Intangible assets, net | 124 |
| Goodwill | 63,190 |
| Operating lease right-of-use assets | 10,101 |
| Other assets | 2,559 |
| Total assets held-for-sale | $ | 282,820 |
Liabilities |
| Accounts payable | $ | 42,099 |
| Accrued expenses and other current liabilities | 9,446 |
| Long-term operating lease obligations | 8,645 |
| Deferred tax liabilities | 8,010 |
| Total liabilities held-for-sale | $ | 68,200 |
Selected financial information related to cash flows from discontinued operations is as follows (in thousands):
|  | For the six months ended June 30,
|  | 2025 |  | 2024
Depreciation and amortization |  | $ | 731 |  |  | $ | 1,675 |
Stock-based compensation (a) |  | $ | (225) |  |  | $ | 425 |
Purchases of property and equipment |  | $ | 208 |  |  | $ | 1,738 |
(a) Stock-based compensation benefit was recognized during the six months ended June 30, 2025 due to forfeitures in the period.

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent + Details
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