v3.26.1
Acquisitions (Tables)
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Purchase Price Consideration
The preliminary purchase price consideration is as follows (in thousands):

Cash paid (a)
$1,770,370 
Less: Cash acquired(22,215)
Cash consideration paid, net of cash acquired$1,748,155 
Equity consideration, at fair value (b)
238,002 
Contingent earn-out consideration, at acquisition date fair value (c)
33,850 
Total purchase consideration$2,020,007 
(a) Reflects cash paid to the seller, subject to working capital adjustments.
(b) Reflects an in-kind payment in the form of 1,415,752 shares of newly issued equity of a VSE subsidiary, exchangeable for shares of the Company's common stock following an initial lock-up period. The shares were fair valued based upon the closing stock price of the Company as of May 4, 2026.
(c) Reflects contingent earn-out consideration with an acquisition-date fair value of $33.9 million. The contingent earn-out provides for up to $125.0 million in additional consideration, payable in cash or equity at the Company's sole discretion, based on PAG's 2026 adjusted EBITDA performance. See Note (11) "Fair Value Measurements" for further information related to the contingent earn-out consideration.
Schedule of Purchase Price Allocation
The preliminary purchase price allocation is as follows (in thousands):
Receivables$73,338 
Contract assets14,689 
Inventories199,968 
Prepaid expenses and other current assets
10,391 
Property and equipment, net66,387 
Intangible asset - customer related650,000 
Goodwill1,167,042 
Operating lease right-of-use assets34,281 
Other assets16 
     Total assets acquired 2,216,112 
Accounts payable(53,077)
Accrued expenses and other current liabilities(27,880)
Long-term operating lease obligations(27,644)
Deferred tax liabilities(82,928)
Other long-term liabilities(4,576)
     Total liabilities assumed(196,105)
Net assets acquired, excluding cash$2,020,007 
The adjusted preliminary purchase price allocation is as follows (in thousands):
Receivables$12,244 
Contract assets1,324 
Inventories54,626 
Prepaid expenses and other current assets
880 
Property and equipment, net4,404 
Intangible assets - customer related94,000 
Goodwill212,075 
Operating lease right-of-use assets5,163 
Other assets4,159 
     Total assets acquired 388,875 
Accounts payable(9,262)
Accrued expenses and other current liabilities(4,570)
Long-term operating lease obligations(3,664)
Deferred tax liabilities(20,009)
Other long-term liabilities
(4,971)
     Total liabilities assumed(42,476)
Net assets acquired, excluding cash$346,399 
Schedule of Business Combination, Pro Forma Information
The following table presents unaudited pro forma combined financial information for PAG and VSE Corporation for the three and six months ended June 30, 2026 and June 30, 2025, as if the acquisition of PAG had occurred on January 1, 2025 (in thousands):

Three months ended June 30,Six months ended June 30,
2026202520262025
Revenue
$505,310 $418,683 $984,631 $805,380 
Net income from continuing operations$35,035 $20,356 $70,451 $27,442 
The unaudited consolidated pro forma results of operations are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
20252025
Revenue
$300,094 $579,975 
Net income from continuing operations$16,820 $32,219