Greetings, and welcome to the VSE Corporation’s Second Quarter 2021 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded. It is now my pleasure to introduce Noel Ryan, Investor Relations. Thank you. You may begin.

Thank you. Welcome to VSE Corporation's second quarter 2021 results conference call. Leading the call today are our President and CEO, John Cuomo; and Chief Financial Officer, Steve Griffin. The presentation we are sharing today is on our website and we encourage you to follow along accordingly. Today's discussion contains forward-looking statements about future business and financial expectations. Actual results may differ significantly from those projected in today's forward-looking statements, due to various risks and uncertainties, including the risks described in our periodic reports filed with the SEC. Except as required by law we undertake no obligation to update our forward-looking statements. We are using non-GAAP financial measures in our presentation. The appropriate GAAP financial reconciliations are incorporated into our presentation where available, which is posted on our website. All percentages in today's discussion refer to year-over-year progress, except where noted. At the conclusion of our prepared remarks, we will open the line for questions. And with that, I would like to turn the call over to John Cuomo for his prepared remarks.

Thank you, Noel. Welcome everyone and thank you for taking the time to join our call today. Let's begin on Slide 3 of our conference call materials. We continued to advance our business transformation and revenue growth and diversification strategies during the quarter. We continue to take share and focus on high margin verticals, while capitalizing on gaps within under-served, fragmented markets where our differentiated technical expertise and integrated suite of products and services remain key competitive advantages. Excluding non-recurring items, total revenue increased by 18% year-over-year. Adjusted EBITDA increased by 10% year-over-year, and adjusted net income increased by 16% versus the prior year period. Further, all business segments had sequential quarter-over-quarter revenue growth. Within our aviation segment, a combination of new contract wins and share gains within the business and general aviation market, distribution product expansions and new program launches, MRO service capability expansion, and a gradual ongoing recovery in air travel supported strong organic growth throughout the business. Aviation segment revenue, excluding the CT divestiture, increased by 52% on a year-over-year basis, representing the fourth consecutive quarter of sequential revenue improvement. Adjusted distribution revenue increased by more than 90% on a year-over-year, while repair improved 16% when compared to the prior year period. On balance, aviation generated adjusted EBITDA of $4 million versus $1.2 million in the prior year period. As we’ve indicated on prior calls, the business in the general aviation market remains a key growth opportunity and focus area for VSE. The market is fragmented, creating complexity for the large number of owner operators who want an integrated solution provider, capable of supplying a comprehensive array of aftermarket parts and MRO services. During the last year, our team focused on creating a business and general aviation platform that encompasses the full breadth of nose to tail products and services required by business jet customers, one that builds upon our well-established MRO capabilities and parts distribution business. Last quarter, we announced a major engine accessories and distribution agreement in this market. A brief update, we have progressed quickly with program implementation and began successfully supporting customers under this agreement from our Kansas and Miami centers of excellence in the month of June. Earlier this week, we announced the acquisition of Kansas-based Global Parts Group, a fully integrated aftermarket distribution and MRO service provider supporting this market. Stocking more than 95,000 part numbers, Global Parts Distribution focuses on supporting airframe components, while its repair capabilities extend to hydraulics and pneumatics. From a strategic perspective, this acquisition achieved several important objectives. First, it significantly expands the product distribution offering and repair capabilities across a diverse base of global business and general aviation customers, including airframe, serving to round out our B&GA solutions portfolio. Global Parts currently serves more than 3,000 small and medium-sized business jet customers across more than 100 platforms, very few of whom are currently VSE customers. Second, this acquisition is expected to generate significant revenue synergies, as both new and existing business jet customers leverage the full breadth of our combined repair and distribution capabilities. Finally, this transaction further positions VSE as a consolidator of high-quality, complementary business and general aviation assets. Given the fragmented nature of the B&GA services industry, we see the opportunity to continue to add higher quality complementary assets to our portfolio as we build a best-in-class solution for business jet customers. In 2020, Global Parts generated approximately $65 million in revenue. While the EBITDA margin profile of this business is below our long-term aviation segment average, we see opportunities to bring the margin profile in line with the segment average as the business is integrated. Turning to a review of our fleet segment, excluding a non-recurring pandemic-related PPP order in the prior year period, fleet revenue increased 12% on a year-over-year basis in the second quarter, driven by continued growth in our e-commerce fulfillment business. Commercial revenue increased by more than 100% on a year-over-year basis in the second quarter, representing 30% of total segment revenue in the period. Given the considerable growth evidenced in the commercial fleet business, we have and will continue to invest in expanded distribution capabilities to support further scale. Given supply chain-related challenges caused by the pandemic, many fleet customers have turned to our Wheeler Fleet Solutions as their solution, given our large on-hand inventory selection and industry-leading service. In our federal business, revenue increased 7% on a year-over-year basis in the second quarter, driven by a combination of organic growth and contributions from the recent HAECO Special Services or HSS acquisition. Both bookings and funded backlog improved materially versus the prior year period driven by maritime services and the contributions from HSS. The HSS integration has been seamless, with the business performing on plan during the first several months post-acquisition. Within federal defense, our strategic focus remains on developing higher value services and capabilities in support of both on and off-base maintenance. To that end, we recently leveraged the capabilities and expertise gained through the HSS acquisition to develop what we now refer to as the aircraft maintenance and modernization division within our federal segment. This division is currently supporting government customers with maintenance and modification services, including scheduled and unscheduled maintenance checks, avionics and structural modifications, and upgrades and conversions for government and military aircraft. Again, similar to our approach within the aviation segment, we are developing bundled niche market solutions that support margins above historical averages while positioning VSE higher on the value chain. Over the last 60 days, we added two new contract field team programs to this division, supporting the Navy’s E-2D aircraft and the Navy's MH-60 helicopter maintenance, both in Southern Virginia. In summary, our second quarter results reflect continued progress on our business transformation strategy. We delivered another consecutive quarter of profitable growth, completed our second acquisition in the last six months, and continued to add strong experienced industry talent to our team with plans to announce our chief legal officer appointment shortly. We have made significant strides in recent quarters, successfully navigating through a global pandemic, growing our product distribution and services capabilities while building our presence within growing higher margin adjacent markets. As we look to the second half of the year, we intend to build on this momentum with a strong focus on program execution and new business integration and realizing the results of both. With that, I'll hand it over to Steve for a review of our financials.

Thanks, John. Turning to Slides 5 and 6 of the conference call materials for an overview of our second quarter performance. We reported $175 million in revenue in the second quarter, an increase of 4% from the prior year period. Excluding the divestiture of CT Aerospace and a non-recurring order for PPE in the second quarter 2020, total revenue increased 18.1% on a year-over-year basis in the second quarter. On an adjusted basis, revenue increased across all three reporting segments on both the sequential and year-over-year basis in the second quarter. The year-over-year improvement was driven by both new program wins and share gains within the aviation segment, organic and inorganic growth within our federal segment, and continued commercial and e-commerce fulfillment growth within our fleet segment. Turning to Slide 7, Aviation segment revenue, excluding the 2020 divestiture of CT Aerospace, increased by more than 50% year-over-year in the second quarter. Both our repair and distribution businesses grew on a year-over-year basis, with distribution revenue up more than 90% on a year-over-year basis, excluding the divestitures in the prior year period, given improved end-market demand and new contract wins. During the second quarter, our Aviation segment recognized an increase to its inventory valuation reserve, resulting in a non-cash $23.7 million pre-tax loss related primarily to Aviation segment inventories purchased before 2019. The reserve is primarily driven by the significant decline in global air travel related to the COVID-19 pandemic that resulted in lower demand for certain aviation products in international regions, primarily in the Asia-Pacific region. We do not anticipate this lower international demand to materially impact the recovery of our Aviation segment. At this time, we do not anticipate any further material inventory reserve adjustments. Turning to Slide 8, within our fleet segment, revenue excluding a non-recurring order for PPE during the second quarter of 2020 increased 12% versus the prior year period, as higher commercial revenue more than offset a decline in the Department of Justice and U.S. Postal Service work. Commercial revenue increased 107% versus the second quarter 2020, driven by a 161% increase in e-commerce fulfillment revenues. While our commercial revenues are on average slightly lower margin than the U.S. Postal Service revenues, we remain focused on driving absolute growth in EBITDA dollars within commercial given what we believe remains a significant growth opportunity for us. Turning to Slide 9, within our federal and defense segment, revenue increased 7% year-over-year and 6% on a sequential basis, driven mainly by contributions from HAECO Special Services and strong revenue performance on a U.S. Navy program. Federal and Defense segment bookings increased 138% year-over-year due to maritime services and HAECO Special Services contributions, while funded backlog increased 31% versus the prior year period, due to maritime services contributions. Turning to Slide 10, in July, we amended and extended our existing loan agreement with our commercial banking syndicate. This amendment extends the maturity of our existing arrangement from early 2023 until 2024. This agreement provides us flexibility to further our business transformation, demonstrate profitable revenue growth from our most recent aviation distribution awards, and pursue immediately accretive strategic acquisitions. At second quarter-end, we had $140 million in cash and unused commitment availability under our $350 million credit facility. The company's existing credit facility includes a $100 million accordion provision, subject to customary lender commitment approvals. As of June 30, VSE had total net debt outstanding of $275 million and approximately $70 million of trailing 12-month adjusted EBITDA, resulting in net leverage of 3.9 times. Over the near-to-medium term, we expect working capital investments and new program inventory will convert into incremental revenue and EBITDA, resulting in a decline in net leverage at or below 2.5 times by year-end 2022. I've now been with VSE for nine months, and I'm motivated by the progress that our teams have made on our organic and inorganic strategy, while also improving internal processes. Our teams have worked hard over the last two years to position VSE to respond with agility and speed to customers and market opportunities. I'm excited by this momentum and the depth of talent in VSE. With that, I'll hand it back over to John.

Thanks, Steve. In summary, our second quarter results were strong. We achieved sequential revenue growth across all business segments while continuing to lay the groundwork required to capture additional share in higher-value segments of the market. Our leadership team has completed a second successful bolt-on acquisition while winning several new contract awards, growing backlog, and continuing to execute on the contract wins over the last year. I'm proud of the progress and the outstanding VSE team. Operator, we are now ready for the question-and-answer portion of our call.

Thank you. Our first question comes from the line of Michael Ciarmoli with Truist. Please proceed with your questions.

Hey, good morning, guys. Thanks for tuning in to the questions. Nice quarter, nice results. John, just, you know, Aviation, obviously, you know, we're seeing this domestic recovery. I think, you know, you guys put up a positive, you know, adjusted operating margin, I think it was the first time here in five quarters. You know, how should we think about the Aviation margin trajectory? I mean, if you want to talk to the EBITDA margin, but as we continue to recover here, it sounds like it should build from these levels. It sounds like Global Parts, you know, you might have some work to do there to lift the margin, but anything you can help us with on that go-forward margin profile in Aviation?

Sure. Steve, you want to address those for Mike?

Yeah, I think Mike, you're seeing us start to gain some scale as the revenue comes back, and that's improving the overall margin rates as we're – as you know, we kept some of the investment in the business so that we could scale as the market recovers. So, you should expect our margin rates to continue to recover, you know, in line with how the market recovers. As you mentioned, Global Parts does have a slightly lower margin rate than our overall, you know, historic average and where we've given targets to in terms of the Aviation portfolio, but we do expect opportunities to improve that margin rate, but you know, towards the second half, we'll obviously absorb that and continue to grow from there.

Okay, on Global Parts, what's the path for margin expansion? You know, what levers were they not pricing accordingly? Is there, you know, some pruning of the product portfolio, you know, what specific – or is it more bundled solutions? What are the levers you can pull there to drive the margins within Global Parts?

Yes, all the above. So, this is not a deal where there's cost takeout from a synergy perspective. We see this as, we’re keeping the facility, we’ll expand the facility as a business in general aviation center of excellence. We see a tremendous amount of revenue synergies in the lack of overlap of BGA customers to the ability to take our existing products selling through their channels, and vice versa. As you know, I come from, you know, my background, a very strong school of product margin focus, and deploying some of those best practices with the team here both on product and cost and price margin efforts. We feel very comfortable that we'll get that business to a different margin profile as we enter 2022.

Okay, okay. And then just on the – you took the inventory reserve, can you just elaborate a little bit more? I think you said it was tied more to the Asia Pacific region, were there specific platforms that were retired? I'm just surprised, I guess. I mean, it seems like traffic, you know, picking up there, you don't have the international or the big, heavy, widebody exposure. What else can you tell us about the inventory there?

Yeah, it's a – in the second quarter, we evaluated our access and obsolescence policy, obviously driven by COVID-19. And in light of that, we're also looking specifically at certain regions, Asia Pacific being one of them. And there were a couple distribution deals entered into prior to 2019. Where the, you know, the revenue expectations were at levels higher than what our anticipated forecasts are now for those product lines. And that's just lowered our overall demand forecast for those product lines. It's not, you know, I wouldn't necessarily call it out to any one specific program or platform. It shows that it is just tied to the overall market and the expectations of recovery in those certain regions. A couple notes that I would say first off is, we don't anticipate any incremental or any additional reserves at this time. I would also say that we don't anticipate these reserves to affect our go forward strategy or execution in our aviation business, as they're not material in terms of the overall revenue contribution to the business historically. And then just lastly, you know, I've worked in very capital-intensive businesses with, you know, an aerospace inventory model before. And I just think this is the right approach for us from a policy and revenue perspective as we move forward and continue to grow that side of our business.

Got it. Last one for me, and I'll jump off here. But if I strip out the inventory reserve, and I think you guys talked about it, especially with the engine deal, investing in new inventory, it looks like that core inventory was up – 6% or 7%, just how to think about, you know, future working capital, and maybe second half free cash flow, if you can give any color there?

Yeah, so you've noticed, obviously, we've made investments, as we previously described, that we would, in the first half of this year to continue to execute on the programs that we've been awarded. Just to recall those, the Pratt & Whitney APU deal; the Triumph deal, which was announced last year, and then also the larger deal, which is the Pratt & Whitney Canada Engine Accessory deal that we announced this year, which is going to be a usage of $56 million. I’d say we're on the way in terms of building up the necessary inventory levels to support those programs. You know, we've already communicated there will be free cash flow negation for the year. In the second half, we expect to see some of the contributions of those programs to take effect, but at this time, we don't share any further guidance than that.

What I think is – yeah I think it's helpful to share a, kind of as you look at 2022. Yeah, I mean, in terms of I mean, look, these investments are obviously going to bear fruit as we start to execute on the programs headed on to 2022, which is a significant opportunity for us there. In many ways, they're almost like an acquisition in terms of the amount of inventory brought on and we see, you know, great traction in the marketplace. I think, Mike, we may have cut you off. I think you were about to ask maybe about how far are we into the Pratt & Whitney deal?

Yeah, yeah.

Yeah, go ahead.

More than 50% into that. We've stood up the locations on the east coast. We've also stood up the locations in the central region. And then in the second half of the year, we'll be standing up our location and going live on the West Coast.

Got it. Got it. Perfect. Thanks, guys. I'll jump back in the queue.

Thanks Mike.

Thank you. Our next questions come from a line of Louie DiPalma with William Blair. Please proceed with your question.

Good morning, John, Steve, and Noel.

Good morning, Louie.

With the Global Parts acquisition, you've discussed how the Business Aviation and General Aviation market is very attractive, because of its fragmentation, over the long-term, what do you envision in terms of your revenue composition between business aviation, commercial, and defense in terms of parts distribution and repair?

I’d say, we're not ready to answer that question yet, but I would say, you know, for the long term, expect to see a level of balance between both the distribution of products within those market segments, as well as the MRO capabilities that we have within those market segments. Right now, as we see the market, both recovering faster and business in general aviation, and we're seeing opportunities both organically and inorganically to support those gaps, you're going to see that percentage from a market perspective skew much more to BGA in the near-term, but expect it to be more balanced in the long-term.

Got you. And in a previous answer, you discussed the Aviation margin. Is there a general timeline in terms of when you would anticipate the Aviation margin to return back to close to the levels of 2019? And should it be around when the Pratt & Whitney Canada deal matures? Or is there any other color you can provide in terms of just the overall trajectory of the aviation margin?

Yeah, Louie. What we've communicated in the past and it's still true today is, we'll see those aviation margin rates recovered to their pre-COVID levels, when both the repair and the distribution businesses recovered to their pre-COVID levels. So, obviously, you've seen that the distribution business has recovered since COVID, mostly driven by market share gains and the new programs that we've been awarded. The repair business is not quite there yet, and so what I would communicate is, as the repair business starts to scale, we start to see the revenue increase and obviously cover some of the fixed costs in that business. That's when you should see the margin rates get back to their pre-COVID levels. We haven't necessarily articulated when we expect the repair business to get back to its pre-COVID levels. But I'd say, we're on track with our internal forecasts as to what we would expect to see in terms of our recovery profile ahead of the market.

Steve that makes sense, and on that topic for the repair division, pro forma for the divestiture of the engine turbine business, how much is the repair division or how much was it down in the second quarter versus the comparable 2019 quarter?

So, repair on an adjusted basis, excluding the CT business is, actually on a year-over-year basis, it's up 16% versus the second quarter of 2020, up 4% versus the first quarter of 2021. Still down, though, versus the pre-COVID level.

Yeah, do you have a percentage of how much is down versus that the 2019 pre-COVID level on an adjusted basis?

No, I can get that for you, though.

Thanks. That's it for me. Thanks.

Thank you. And our next questions come from the line of Jeff Van Sinderen with B. Riley. Please proceed with your questions.

Good morning, everyone. If you can shift gears for a second, can you speak more about the growth in the commercial fleet business, e-com fulfillment, and then any thoughts on outlook for that segment, including contribution margin outlook?

Sure, you know, from a strategic perspective, you know, really pleased with the results when I came on board here two years ago, you know, the first priority for that business, it's such an outstanding distribution platform was to focus on customer diversification when it's such a high concentration with two customers. So, really pleased to see the continued progress and how positively the market is responding to our product and service offerings in that business. So, you know, we speak about acquisitions. For that business, we decided rather than acquiring a business, to build internal capabilities and build a team internally to manage that. And it's been quite successful. Now, it's about scaling that business for the operating costs that we put in. So, Steve, do you want to, kind of give a little bit more guidance, I mean, or clarity on kind of how we should look at it from a margin perspective?

Yeah, certainly from a margin perspective, as we grow the commercial side of our business, it is at an overall lower margin rate than our U.S. Postal Service business. So, we have seen some margin decline as a result of that as we grow that business. But there are also significant investments we're making to grow that commercial business, which we believe we'll be able to scale on. And as we grow the revenue, we'll be able to get to more normalized levels in terms of the margin rate. We haven't given long-term guidance other than to say, you know, somewhere in the teens is where we've been. You know, we've been on the high teens range, but as we make shifts towards a more balanced profile of revenue, we'll see that come down. And we're confident in our ability to drive that scale in terms of the investments we've made in the business.

Okay, great. And then I think you mentioned bookings and backlog increasing in the fed and defense business, any more color you can give us on developments around new contracts and renewals there?

Yeah, I mean, from a market perspective, I'd say there's still, it's slow in terms of award. So, the backlog is building, the pipeline of new business opportunities is building, but both are – our renewals keep getting extended and new programs – the award dates keep getting pushed out. So, there's a little bit of a lag in actually seeing the realization of both awards and renewals on the re-compete, but very pleased that first to report, you know, growth and backlog at the quarter, specifically around our maritime business, and through some of our existing contract vehicles. And really, that's from a strategic perspective, taking our HAECO Special Services acquisition and building an internal division that is solely focused on aircraft maintenance and modernization, and with our contract field team program, being able to have two awards that were won in the, you know, late first and early second quarter, and being able to execute on both of those in June and July of this year to support that new division.

Okay, good to hear. And then just one last final one, if I could, any thoughts on how the jet fuel supply issues can impact your business, if at all?

John’s looking at me.

I mean, we look at risk factors. I would say, we don't look at that as a primary risk factor at this point in time. What we're seeing in our business in general aviation customers is, you know, those aircraft are flying, and we're not seeing any impact there whatsoever. And in fact, a few down days could help us in terms of getting some of the maintenance activity moving. And we continue to see, you know, even with the Delta variant, we've continued to see domestic travel quite strong. International travel and our international work continues to be lagging very much in comparison to both domestic, commercial, and business in general aviation, and we haven't really seen those trends stray very much in the last few months.

Okay, thanks for taking my questions and best of luck.

Thank you.

Thank you. Our next questions come from the line of Austin Moeller with Canaccord Genuity. Please proceed with your questions.

Good morning, everyone. My first question is for Steve, I know where the revolver capacities stood as of June 30, but can you indicate to what degree you may have had to draw from the revolver for the Global Parts acquisition?

Yeah, I mean, I believe we've announced that the Global Parts acquisition was $38 million total purchase price for cash. So, that's the drawdown associated with that which you'll see take effect in the third quarter here. You'll also note that we extended and amended our debt agreement with our term load a syndicate as part of that agreement, which is a subsequent event. Just to give you a little bit of color and context around it, as we looked at our overall capital structure, we're certainly considering everything as part of our transformation. But one of the things that we would love to be able to do is, make sure that we've got the time and the space to continue to work on our transformation, make the investments in our business and realize some of the revenue and profitability growth drivers based on the investments we've made. And our historic agreement would have become current in the first quarter of 2021. And so by extending the agreement by 18 months, it really does give us the time that we need. You noticed, in terms of the overall unused commitments of $140 million, we feel that that's appropriate for us as we continue to execute now on the programs that we've won in the Global Parts acquisition. So, through the second half of this year, really gives us the time to work with those businesses, realize the revenue opportunities, and drive the profitable growth, and, you know, really give us another 12 months to 18 months before we make any further decisions around how we capitalize the business?

Okay, great. And then, on the aviation business, I know you didn't call out any specific aircraft platforms as being specifically relevant to the inventory reserve, but can you maybe indicate what the age of the aircraft involved were? Where those, you know, considerably older aircraft?

I mean, I'd say they're mid-to-old, I wouldn't necessarily highlight them. What I would focus on is the region is primarily affected by Asia, which in and of itself tends to be more wide-body focused international travel driven. That's what I would say.

Okay. And I know you guys aren't anticipating any more changes in the inventory reserve at this time, but do you have any concerns about the Delta variant potentially further impacting Asia-Pacific travel or protracting that over an extended period of time?

We don't see any impact to the reserve based on the recent variant.

Okay. And then how would you expect an increase in the defense budget? You know, the Senate Armed Services Committee proposed a $25 billion increase above the Biden administration request? How do you think that might impact demand in the federal defense business for you?

I think from a positive perspective, you know, the thing that we love the best is, we keep all things moving. And you'll see less retirements if the spend is in the services and maintenance areas that we support. So, I would say, you know, a big portion of our revenue is treaty-based and not budget-based. So, we are a little bit less subject to some of the budgetary constraints that some of our competitors might be, but that said, it's always an opportunity for us when budgets increase.

Okay, great. Thank you, guys.

Thanks, Austin.

Thank you. Our next question is coming from the line of Michael Ciarmoli with Truist. Please proceed with your questions.

Hey, guys, thanks for taking the follow-up here. Just on Global Parts, I think you mentioned in your call out there 65 million revenue run rate in 2020, what was the pre-COVID? What was the 2019 run rate? Can you give us color on what the first half year has been running at just for modeling purposes, as we think about layering that in?

Yeah, we haven't necessarily. I don't know that we're necessarily ready to share the early part of this year's numbers, but we shared the $65 million. I'd say they were down in the mid-single-digit range a little bit versus the 2019 levels. You know, they had a pretty strong business in general aviation business, which helped to lead them throughout the COVID period.

Steve, I would say, it's not a hockey stick of 2021 plan.

Agreed. Mike, as you're looking at it, it's relatively consistent 2021 plan. Because of the platform that they're on, the 2021 revenue has been relatively consistent.

21 consistent. Okay. Got it. Thanks, guys.

Thank you. There are no further questions at this time. I'd like to hand the call back over to John Cuomo for any closing comments.

Thanks for the time today. Appreciate your continued interest and support in VSE. Have a great rest of your day everybody. Thank you.

Thank you so much. That does conclude today's conference. Thank you for your participation. You may disconnect your lines at this time.