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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2025
vselogo2023.jpg
VSE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
000-03676
54-0649263
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
3361 Enterprise Way
Miramar,
Florida
33025
(Address of Principal Executive Offices)
(Zip Code)

(954) 430-6600
(Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $.05 per share
VSEC
The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02 Results of Operations and Financial Condition.

On July 30, 2025, the Company issued a press release reporting its financial results for the second quarter ended June 30, 2025. Additionally, the Company made available related materials to be discussed during the Company’s webcast and conference call referred to in such press release. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference.

The information in the preceding paragraph, as well as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or the Securities Act of 1933, as amended if such subsequent filing specifically references this Current Report on Form 8-K.


Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
Number
99.1
104
Cover Page Interactive Data File



VSE CORPORATION AND SUBSIDIARIES


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VSE CORPORATION
(Registrant)
Date:
July 30, 2025
By:
/s/ Adam R. Cohn
Adam R. Cohn
Chief Financial Officer
(Principal Financial Officer)

EX-99.1 2 vse-prxq2x2025earningsrele.htm VSE CORPORATION EX-99.1 - PRESS RELEASE DATED JULY 30, 2025 Document

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VSE Corporation Announces Second Quarter 2025 Results
Record Revenue and Record Profitability
Reaffirms 2025 Revenue Guidance and Increases Aviation Adjusted EBITDA Margin Guidance

MIRAMAR, FLORIDA, July 30, 2025 - VSE Corporation (NASDAQ: VSEC, "VSE", or the "Company"), a leading provider of aftermarket distribution and repair services, announced today results for the second quarter 2025.

SECOND QUARTER 2025 RESULTS(1)
(As compared to the Second Quarter 2024)

▪Total Revenues of $272.1 million increased 41.1%
▪GAAP Net Income(2) of $13.6 million
▪GAAP EPS (Diluted)(2) of $0.66
▪Adjusted EBITDA(3) of $43.5 million increased 51.9%
▪Adjusted Net Income(3) of $20.1 million increased 149.1%
▪Adjusted EPS (Diluted)(3) of $0.97 increased 106.4%

1 From continuing operations
2 Percentage change is not meaningful (NM)
3 Non-GAAP measure. See additional information at the end of this release regarding non-GAAP financial measures


MANAGEMENT COMMENTARY
"VSE delivered record revenue and profitability in the second quarter, underscoring the strength of our aviation-focused strategy and the continued momentum of our business transformation," said John Cuomo, President and CEO of VSE Corporation. "This quarter was marked by significant progress, including the divestiture of our Fleet segment and the acquisition of Turbine Weld Industries, a highly specialized MRO service provider for complex engine components. These strategic actions, combined with the ongoing integration of recent acquisitions, have sharpened our focus, expanded our capabilities, and strengthened our position in the high-growth, high-margin aviation aftermarket.”

Mr. Cuomo continued, "Our team continues to perform at a high level, delivering strong year-over-year sales growth and margin expansion, supported by robust end-market demand. Both our distribution and MRO businesses achieved record sales and profitability during the quarter, and we remain well-positioned to sustain this momentum as we enter the second half of the year."

"VSE’s second quarter results reflect continued operational discipline and strategic execution, with double-digit revenue growth, record margins, and positive free cash flow," said Adam Cohn, Chief Financial Officer of VSE Corporation. "Looking ahead, we are focused on driving improved free cash flow generation, optimizing our cost structure to support the streamlined aviation platform, and completing post-divestiture transition efforts."


SECOND QUARTER SEGMENT RESULTS
Aviation segment revenue increased 41.1% year-over-year to a record $272.1 million in the second quarter of 2025. The year-over-year revenue improvement was attributable to strong execution of new and existing distribution awards, the addition of new product lines and repair capabilities, and contributions from recent acquisitions, supported by solid end-market demand. Aviation distribution and MRO revenue increased 50.4% and 27.3%, respectively, in the second quarter of 2025, versus the prior-year period. The Aviation segment reported operating income of $35.1 million in the second quarter, compared to $24.5 million in the same period of 2024. Segment Adjusted EBITDA increased by 47.7% in the second quarter to a record $46.5 million, versus $31.5 million in the prior-year period. Adjusted EBITDA margin was 17.1%, an increase of approximately 80 basis points versus the prior-year period.






FINANCIAL RESOURCES AND LIQUIDITY
The Company generated $12 million of operating cash flow and $6 million of free cash flow in the second quarter of 2025. As of June 30, 2025, the Company had $333 million in cash and unused commitment availability under its $400 million revolving credit facility maturing in 2030. As of June 30, 2025, VSE had a total net debt outstanding of $362 million. Adjusted net leverage was approximately 2.2x as of the end of the second quarter.


GUIDANCE
VSE is reaffirming full-year 2025 revenue growth and increasing Aviation Adjusted EBITDA margin guidance to the high-end of the previously provided range:
•Full-year 2025 revenue growth is expected to be 35% to 40%, as compared to the prior year, to reflect both current business performance and current year contributions from the TCI and Kellstrom acquisitions.
•Aviation segment full-year 2025 Adjusted EBITDA margin is now expected to be between 16.5% to 17%, an increase from the previous guidance range of 16% to 17%.
•Guidance does not assume further tariff escalation or a global recession.





SECOND QUARTER RESULTS
Three months ended June 30, Six months ended June 30,
(in thousands, except per share data) 2025 2024 % Change 2025 2024 % Change
Revenues $ 272,139  $ 192,828  41.1  % $ 528,184  $ 355,211  48.7  %
Operating income $ 22,513  $ 2,602  765.2  % $ 47,017  $ 18,245  157.7  %
Net income (loss) from continuing operations $ 13,638  $ (5,288) NM $ 27,606  $ 254  NM
EPS (Diluted) $ 0.66  $ (0.31) NM $ 1.33  $ 0.01  NM

SECOND QUARTER SEGMENT RESULTS

Following the divestiture of the Fleet segment, the Company operates under a single reportable operating segment. The reconciliation below provides transitional disclosure of Aviation's results for the three and six months ended June 30, 2025 and 2024 to support comparability with prior period disclosures.
Three months ended June 30, Six months ended June 30,
(in thousands) 2025 2024 % Change 2025 2024 % Change
Revenues:
Aviation $ 272,139  $ 192,828  41.1  % $ 528,184  $ 355,211  48.7  %
Operating income:
Operating income $ 22,513  $ 2,602  765.2  % $ 47,017  $ 18,245  157.7  %
Unallocated corporate costs
$ 12,559  $ 21,866  (42.6) % $ 19,579  $ 28,533  (31.4) %
Aviation
$ 35,072  $ 24,468  43.3  % $ 66,596  $ 46,778  42.4  %






NON-GAAP MEASURES

In addition to the financial measures prepared in accordance with generally accepted accounting principles ("GAAP"), this earnings release also contains Non-GAAP financial measures. These measures provide useful information to investors, and a reconciliation of these measures to the most directly comparable GAAP measures and other information relating to these Non-GAAP measures is included in the supplemental schedules attached.


NON-GAAP FINANCIAL INFORMATION

Adjusted Net Income from Continuing Operations and Adjusted EPS
Three months ended June 30, Six months ended June 30,
(in thousands) 2025 2024 % Change 2025 2024 % Change
Net income (loss) from continuing operations $ 13,638  $ (5,288) NM $ 27,606  $ 254  NM
Adjustments to income from continuing operations:
Acquisition, integration and restructuring costs
1,832  1,099  66.7  % 4,697  3,283  43.1  %
Lease abandonment costs —  12,857  (100.0) % —  12,857  (100.0) %
Divestiture-related restructuring costs 432  3,861  (88.8) % 495  3,861  (87.2) %
Earn-out adjustment
5,900  —  —  % 5,900  —  —  %
Debt issuance costs
491  —  —  % 491  —  —  %
22,293  12,529  77.9  % 39,189  20,255  93.5  %
Tax impact of adjusted items (2,159) (4,445) (51.4) % (2,890) (4,990) (42.1) %
Adjusted net income from continuing operations
$ 20,134  $ 8,084  149.1  % $ 36,299  $ 15,265  137.8  %
Weighted average dilutive shares 20,731  17,202  20.5  % 20,736  16,571  25.1  %
Adjusted EPS (Diluted) $ 0.97  $ 0.47  106.4  % $ 1.75  $ 0.92  90.2  %

EBITDA and Adjusted EBITDA
Three months ended June 30, Six months ended June 30,
(in thousands) 2025 2024 % Change 2025 2024 % Change
Net income (loss) from continuing operations $ 13,638  $ (5,288) NM $ 27,606  $ 254  NM
Interest expense 6,445  9,826  (34.4) % 14,384  19,016  (24.4) %
Income taxes 2,430  (1,936) NM 5,027  (1,025) NM
Amortization of intangible assets 6,487  4,329  49.8  % 12,621  7,679  64.4  %
Depreciation and other amortization 3,147  1,753  79.5  % 6,187  3,514  76.1  %
EBITDA 32,147  8,684  270.2  % 65,825  29,438  123.6  %
Acquisition, integration and restructuring costs 1,832  1,099  66.7  % 4,697  3,283  43.1  %
Lease abandonment costs —  12,857  (100.0) % —  12,857  (100.0) %
Divestiture-related restructuring costs 432  3,861  (88.8) % 495  3,861  (87.2) %
Earn-out adjustment
5,900  —  —  % 5,900  —  —  %
Stock-based compensation
3,141  2,111  48.8  % 6,888  4,387  57.0  %
Adjusted EBITDA $ 43,452  $ 28,612  51.9  % $ 83,805  $ 53,826  55.7  %




Adjusted EBITDA Summary
(in thousands) Three months ended June 30, Six months ended June 30,
2025 2024 % Change 2025 2024 % Change
Aviation $ 46,522  $ 31,488  47.7  % $ 89,847  $ 59,915  50.0  %
Adjusted unallocated corporate costs (1)
(3,070) (2,876) 6.7  % (6,042) (6,089) (0.8) %
Adjusted EBITDA $ 43,452  $ 28,612  51.9  % $ 83,805  $ 53,826  55.7  %
(1) Includes certain adjustments not directly attributable to the Aviation segment.

Segment EBITDA and Adjusted EBITDA
Three months ended June 30, Six months ended June 30,
(in thousands) 2025 2024 % Change 2025 2024 % Change
Aviation
Operating income $ 35,072  $ 24,468  43.3  % $ 66,596  $ 46,778  42.4  %
Depreciation and amortization 9,626  6,034  59.5  % 18,792  10,968  71.3  %
EBITDA 44,698  30,502  46.5  % 85,388  57,746  47.9  %
Acquisition, integration and restructuring costs 556  474  17.3  % 1,900  909  109.0  %
Stock-based compensation
1,268  512  147.7  % 2,559  1,260  103.1  %
Adjusted EBITDA $ 46,522  $ 31,488  47.7  % $ 89,847  $ 59,915  50.0  %

Three months ended June 30, Six months ended June 30,
(in thousands) 2025 2024 % Change 2025 2024 % Change
Corporate
Unallocated corporate costs
$ 12,559  21,866  (42.6) % 19,579  28,533  (31.4) %
Depreciation and amortization (8) (48) (83.3) % (16) (225) (92.9) %
EBITDA 12,551  21,818  (42.5) % 19,563  28,308  (30.9) %
Acquisition, integration and restructuring costs (1,276) (625) 104.2  % (2,797) (2,374) 17.8  %
Lease abandonment costs —  (12,857) (100.0) % —  (12,857) (100.0) %
Divestiture-related restructuring costs (432) (3,861) (88.8) % (495) (3,861) (87.2) %
Earn-out adjustment
(5,900) —  —  % (5,900) —  —  %
Stock-based compensation
(1,873) (1,599) 17.1  % (4,329) (3,127) 38.4  %
Adjusted unallocated corporate costs
$ 3,070  $ 2,876  6.7  % $ 6,042  $ 6,089  (0.8) %


Free Cash Flow

Three months ended June 30, Six months ended June 30,
(in thousands) 2025 2024 2025 2024
Net cash provided by (used in) operating activities
$ 11,891  $ (17,528) $ (34,741) $ (96,588)
Capital expenditures (5,589) (3,945) (8,464) (11,674)
Free cash flow $ 6,302  $ (21,473) $ (43,205) $ (108,262)







Net Debt

(in thousands) June 30, 2025 December 31, 2024
Principal amount of debt $ 383,000  $ 432,500 
Debt issuance costs (3,844) (2,327)
Cash and cash equivalents (16,906) (29,030)
Net Debt $ 362,250  $ 401,143 


Net Leverage Ratio

($ in thousands) June 30, 2025 December 31, 2024
Net Debt $ 362,250  $ 401,143 
TTM Adjusted EBITDA (1)
$ 147,003  $ 136,294 
Net Leverage Ratio 2.5  x 2.9  x
TTM Acquisition Adjusted EBITDA (2)
$ 162,287  $ 158,752 
Adjusted Net Leverage Ratio
2.2  x 2.5  x
(1) TTM Adjusted EBITDA is defined as Adjusted EBITDA for the most recent twelve (12) month period. TTM Adjusted EBITDA and Cash and cash equivalents for the period ended December 31, 2024 only do not include any adjustment to reclassify amounts from the Fleet segment.
(2) TTM Acquisition Adjusted EBITDA includes pre-acquisition portion of EBITDA for the trailing twelve months that is not included in historical results.

The non-GAAP Financial Information set forth in this document is not calculated in accordance with GAAP under SEC Regulation G. The Company considers Adjusted Net Income, Adjusted EPS (Diluted), EBITDA, Adjusted EBITDA, Acquisition Adjusted EBITDA, TTM Adjusted EBITDA, TTM Acquisition Adjusted EBITDA, Adjusted unallocated corporate costs, net debt, adjusted net leverage ratio and free cash flow as non-GAAP financial measures and important indicators of performance and useful metrics for management and investors to evaluate the business' ongoing operating performance on a consistent basis across reporting periods. These non-GAAP financial measures, however, should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP. Adjusted Net Income represents Net Income adjusted for acquisition-related costs, other discrete items, and related tax impact. Management believes these acquisition-related costs and other discrete items provide useful information about nonrecurring costs and benefits to help users meaningfully evaluate and compare the Company's quarterly and year-to-date performance against prior periods. Adjusted EPS (Diluted) is computed by dividing net income, adjusted for the discrete items as identified above and the related tax impacts, by the diluted weighted average number of common shares outstanding. EBITDA represents net income before interest expense, income taxes, amortization of intangible assets and depreciation and other amortization. Management believes EBITDA provides useful information about the Company's operating performance as it isolates non-cash depreciation and amortization charges as well as interest expense and income taxes, which are non-operating items. Adjusted EBITDA represents EBITDA (as defined above) adjusted for non-cash stock-based compensation and discrete items as identified above. Acquisition Adjusted EBITDA represents Adjusted EBITDA plus the pre-acquisition portion of EBITDA for the trailing twelve months. TTM Adjusted EBITDA represents Adjusted EBITDA as defined above for the trailing twelve months. TTM Acquisition Adjusted EBITDA includes pre-acquisition portion of EBITDA for the trailing twelve months that is not included in historical results. Adjusted unallocated corporate costs represents Unallocated corporate costs before depreciation and other amortization, adjusted for non-cash stock-based compensation and discrete items as identified above. Net debt is defined as principal amount of debt less debt issuance costs and less cash and cash equivalents. Free cash flow represents operating cash flow less capital expenditures. Adjusted Net leverage ratio is calculated as net debt divided by trailing twelve month Acquisition Adjusted EBITDA.

The Company has presented forward-looking statements regarding Adjusted EBITDA margin. This non-GAAP financial measure is derived by excluding certain amounts, expenses or income, from the corresponding financial measure determined in accordance with GAAP. The determination of the amounts that are excluded from this non-GAAP financial measure is a matter of management judgment and depends upon, among other factors, the nature of the underlying expense or income amounts recognized in a given period in reliance on the exception provided by item 10(e)(1)(i)(B) of Regulation S-K. The Company is unable to present a quantitative reconciliation of forward-looking Adjusted EBITDA margin to its most directly comparable forward-looking GAAP financial measure because such information is not available, and management cannot reliably predict all of the necessary components of such GAAP measure without unreasonable effort or expense. In addition, the Company believes such reconciliation would imply a degree of precision that would be confusing or misleading to investors. The unavailable information could have a significant impact on the company's future financial results.



This non-GAAP financial measure is a preliminary estimate and is subject to risks and uncertainties, including, among others, changes in connection with quarter-end and year-end adjustments. Any variation between the company's actual results and preliminary financial data set forth above may be material.






CONFERENCE CALL

A conference call will be held Thursday, July 31, 2025 at 8:30 A.M. ET to review the Company’s financial results, discuss recent events and conduct a question-and-answer session.

An audio webcast of the conference call and accompanying presentation materials will be available in the Investor Relations section of VSE’s website at https://ir.vsecorp.com. A replay of the audio webcast will be available at the same location following the conclusion of the call.

Participants who will be dialing in for the conference call should register to obtain their dial in and passcode details. Participants may pre-register at any time. To listen to the live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software.

ABOUT VSE CORPORATION

VSE is a leading provider of Aviation distribution and repair services for the commercial and business and general aviation (BG&A) aftermarkets. Headquartered in Miramar, Florida, VSE is focused on significantly enhancing the productivity and longevity of its customers' high-value, business-critical assets. VSE’s aftermarket parts distribution and maintenance, repair, and overhaul (MRO) services support engine component and engine and airframe accessory part distribution and repair services for commercial and BG&A operators. For more detailed information, please visit VSE's website at www.vsecorp.com.

Please refer to the Form 10-Q that will be filed with the Securities and Exchange Commission ("SEC") on or about July 31, 2025 for more details on the Company's second quarter 2025 results. Also, refer to VSE’s Annual Report on Form 10-K for the year ended December 31, 2024 for further information and analysis of VSE’s financial condition and results of operations. VSE encourages investors and others to review the detailed reporting and disclosures contained in VSE’s public filings for additional discussion about the status of customer programs and contract awards, risks, revenue sources and funding, dependence on material customers, and management’s discussion of short- and long-term business challenges and opportunities.





FORWARD LOOKING STATEMENTS

This document contains certain forward-looking statements. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause VSE’s actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this document. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company can give no assurance that actual results will not differ materially from these expectations. “Forward-looking” statements, as such term is defined by the SEC in its rules, regulations and releases, represent the Company's expectations or beliefs, including, but not limited to, statements concerning the Company's operations, economic performance, financial condition, growth and acquisition strategies, investments and future operational plans. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “forecast,” “seek,” “plan,” “predict,” “project,” “could,” “estimate,” “might,” “continue,” “seeking” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve substantial risks and uncertainties, certain of which are beyond the Company's control, and actual results may differ materially depending on a variety of important factors, including, but not limited to, factors identified in the Company's reports filed or expected to be filed with the SEC including the Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent filings made with the SEC. All forward-looking statements made herein are qualified by these cautionary statements and risk factors and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Readers are cautioned not to place undue reliance on these forward looking-statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

INVESTOR CONTACT

Michael Perlman
VP, Investor Relations & Treasury
T: (954) 547-0480 M: (561) 281-0247
investors@vsecorp.com




VSE Corporation and Subsidiaries
Unaudited Consolidated Balance Sheets
(in thousands except share and per share amounts)
June 30, December 31,
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 16,906  $ 29,505 
Receivables (net of allowance of $4.8 million and $4.1 million, respectively)
183,208  158,104 
Contract assets
34,043  29,960 
Inventories 463,216  434,059 
Prepaid expenses and other current assets
56,246  30,899 
Current assets held-for-sale —  282,820 
Total current assets 753,619  965,347 
Property and equipment (net of accumulated depreciation of $27.1 million and $21.3 million, respectively)
80,243  71,041 
Intangible assets (net of accumulated amortization of $86.8 million and $82.7 million, respectively)
208,536  197,157 
Goodwill 428,665  428,263 
Operating lease right-of-use asset 43,748  43,225 
Note receivable 25,000  — 
Earn-out receivable 23,300  — 
Other assets 38,916  37,597 
Total assets $ 1,602,027  $ 1,742,630 
Liabilities and Stockholders' equity    
Current liabilities:    
Current portion of long-term debt $ 7,500  $ 30,000 
Accounts payable 140,465  145,492 
Accrued expenses and other current liabilities 52,012  52,749 
Dividends payable 2,068  2,059 
Current liabilities held-for-sale —  68,200 
Total current liabilities 202,045  298,500 
Long-term debt, less current portion 371,656  400,173 
Deferred compensation 7,540  7,262 
Long-term operating lease obligations 38,259  39,498 
Other long-term liabilities 3,000  9,011 
Total liabilities 622,500  754,444 
Commitments and contingencies
Stockholders' equity:    
Common stock, par value $0.05 per share, authorized 44,000,000 shares; issued and outstanding 20,676,320 and 20,590,496, respectively
1,034  1,030 
Additional paid-in capital 595,001  591,600 
Retained earnings 382,572  392,484 
Accumulated other comprehensive income 920  3,072 
Total stockholders' equity 979,527  988,186 
Total liabilities and stockholders' equity $ 1,602,027  $ 1,742,630 



VSE Corporation and Subsidiaries
Unaudited Consolidated Statements of Operations
(in thousands except share and per share amounts)
  Three months ended June 30, Six months ended June 30,
  2025 2024 2025 2024
Revenues:
Products $ 173,603  $ 115,448  $ 334,154  $ 223,471 
Services 98,536  77,380  194,030  131,740 
Total revenues 272,139  192,828  528,184  355,211 
Costs and operating expenses:    
Products 144,828  96,624  281,695  189,285 
Services 89,795  72,636  176,024  120,440 
Selling, general and administrative expenses 8,516  3,780  10,827  6,705 
Lease abandonment costs —  12,857  —  12,857 
Amortization of intangible assets 6,487  4,329  12,621  7,679 
Total costs and operating expenses 249,626  190,226  481,167  336,966 
Operating income 22,513  2,602  47,017  18,245 
Interest expense, net 6,445  9,826  14,384  19,016 
Income (loss) from continuing operations before income taxes 16,068  (7,224) 32,633  (771)
Provision (benefit) for income taxes 2,430  (1,936) 5,027  (1,025)
Net income (loss) from continuing operations 13,638  (5,288) 27,606  254 
(Loss) income from discontinued operations, net of tax (10,441) 2,511  (33,382) (9,642)
Net income (loss) $ 3,197  $ (2,777) $ (5,776) $ (9,388)
Earnings (loss) per share:
  Basic
     Continuing operations $ 0.66  $ (0.31) $ 1.34  $ 0.02 
     Discontinued operations (0.51) 0.15  (1.62) (0.59)
$ 0.15  $ (0.16) $ (0.28) $ (0.57)
  Diluted
     Continuing operations $ 0.66  $ (0.31) $ 1.33  $ 0.01 
     Discontinued operations (0.50) 0.15  (1.61) (0.58)
$ 0.16  $ (0.16) $ (0.28) $ (0.57)
Weighted average shares outstanding:
     Basic 20,670,239  17,152,661  20,644,215  16,468,288 
     Diluted 20,731,397  17,202,115  20,735,979  16,571,033 
Dividends declared per share $ 0.10  $ 0.10  $ 0.20  $ 0.20 




VSE Corporation and Subsidiaries
Unaudited Consolidated Statements of Cash Flows
(in thousands)
Six months ended June 30,
  2025 2024
(a)
(a)
Cash flows from operating activities:
Net loss $ (5,776) $ (9,388)
Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation and amortization 19,540  12,868 
  Amortization of debt issuance cost 1,067  665 
  Deferred taxes (3,474) (6,925)
  Stock-based compensation 6,663  4,812 
  Impairment and loss on sale of business segments 47,203  16,867 
  Loss on sale of property and equipment 10  421 
  Lease abandonment costs —  12,857 
  Earn-out receivable adjustment
5,900  — 
      Changes in operating assets and liabilities, net of impact of acquisitions:
  Receivables (30,051) (38,292)
  Contract assets (2,969) 6,240 
  Inventories (25,478) (25,408)
  Prepaid expenses and other current assets and other assets (26,144) (14,584)
  Operating lease assets and liabilities, net (1,573) (362)
  Accounts payable and deferred compensation (13,724) (47,047)
  Accrued expenses and other liabilities (5,935) (9,312)
      Net cash used in operating activities
(34,741) (96,588)
Cash flows from investing activities:
Purchases of property and equipment (8,464) (11,674)
Proceeds from the sale of business segments, net of cash divested 138,816  42,118 
Cash paid for acquisitions, net of cash acquired (47,739) (112,264)
      Net cash provided by (used in) investing activities 82,613  (81,820)
Cash flows from financing activities:
Borrowings on bank credit facilities
624,881  419,881 
Repayments on bank credit facilities
(674,381) (386,381)
Proceeds from issuance of common stock 463  161,692 
Payment of debt financing costs (2,584) — 
Payment of taxes for equity transactions (4,248) (2,545)
Dividends paid (4,127) (3,176)
      Net cash (used in) provided by financing activities (59,996) 189,471 
Net (decrease) increase in cash and cash equivalents (12,124) 11,063 
Cash and cash equivalents, beginning of period 29,030  7,930 
Cash and cash equivalents, end of period $ 16,906  $ 18,993 
Supplemental disclosure of noncash investing and financing activities:
Note receivable from the sale of business segment
$ 25,000  $ — 
Earn-out receivable from the sale of business segment
$ 29,200  $ — 

(a) The cash flows related to discontinued operations and held-for-sale assets and liabilities have not been segregated, and remain included in the major classes of assets and liabilities. Accordingly, the Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.