vsec-20230308
0000102752false00001027522023-03-082023-03-08

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): March 8, 2023

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)
6348 Walker Lane
Alexandria,
Virginia
22310
(Address of Principal Executive Offices)
(Zip Code)

(703) 960-4600
(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. ☐




VSE CORPORATION

Item 2.02 Results of Operations and Financial Condition

On March 8, 2023, VSE Corporation (the “Company”) issued a press release reporting its financial results for the fourth quarter and full year ended December 31, 2022. 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 and related conference call materials are being furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are hereby incorporated by reference.

The information in the preceding paragraph, as well as Exhibits 99.1 and 99.2, 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
 
104Cover 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:
March 8, 2023
By:
/s/ Farinaz S. Tehrani
Farinaz S. Tehrani
Chief Legal Officer and Corporate Secretary


Exhibit 99.1

vselogonewa01a.jpg


VSE Corporation Announces Fourth Quarter and Full Year 2022 Results


ALEXANDRIA, Va., March 8, 2023 - VSE Corporation (NASDAQ: VSEC; “VSE”, or the “Company”), a leading provider of aftermarket distribution and maintenance, repair and overhaul ("MRO") services for land, sea and air transportation assets for government and commercial markets, today announced results for the fourth quarter and full year 2022.

FOURTH QUARTER 2022 RESULTS
(As compared to the Fourth Quarter 2021)

Total Revenues of $234.3 million increased 11%
GAAP Net Income of $4.8 million decreased 22%
GAAP EPS (Diluted) of $0.38 decreased 22%
Adjusted EPS(1) (Diluted) of $0.68 increased 28%
Adjusted EBITDA(1) of $22.9 million increased 29%

FULL-YEAR 2022 RESULTS
(As compared to the Full-Year 2021)

Total Revenues of $949.8 million increased 26%
GAAP Net Income of $28.1 million increased 252%
GAAP EPS (Diluted) of $2.19 increased 248%
Adjusted EPS(1) (Diluted) of $2.91 increased 32%
Adjusted EBITDA(1) of $92.1 million increased 27%

(1) Non-GAAP measure, see additional information at the end of this release regarding non-GAAP financial measures


MANAGEMENT COMMENTARY

"We completed a defining year in our company's history by delivering strong fourth quarter and full year results as we advanced our business transformation strategies, culminating in significant year-over-year growth, robust new business wins, and record full year revenue in our Aviation and Fleet segments,” stated John Cuomo, President and CEO of VSE Corporation. “These successful fourth quarter results were underpinned by continued program execution excellence and commercial market momentum.”

“In the fourth quarter, our Aviation segment revenue grew by nearly 30% versus the prior-year period, with segment margin reaching 2019 levels, driven by an increased mix of higher-margin repair revenue,” continued Cuomo. “Both our Aviation distribution and MRO businesses are now performing above pre-pandemic levels, with Aviation representing nearly 70% of total fourth quarter profit for VSE.”

“Our Aviation segment completed the acquisition of Precision Fuel Components in February 2023,” continued Cuomo. “This transaction expands our MRO capabilities within the B&GA and rotorcraft markets, supporting our value proposition to provide VSE Aviation customers access to differentiating, full-service, on-demand repair and distribution solutions. We will remain an opportunistic acquirer of complementary, accretive Aviation assets that enhance our capabilities within high-value, underserved portions of the market.”

“Our Fleet segment reported commercial revenue growth of approximately 20% in the fourth quarter, with commercial fleet revenue representing nearly 40% of total segment revenue in the period,” continued Cuomo. “In January 2023, we announced the opening of a new distribution and e-commerce fulfillment center in the greater Memphis, Tennessee area. This 450,000 square-foot distribution center more than doubles the existing warehouse



footprint of VSE’s Fleet segment, providing our Wheeler Fleet Solutions subsidiary the capacity required to meet the growing demand for our aftermarket products across e-commerce fulfillment and commercial fleet customers. We anticipate this distribution center will contribute approximately $50 million in new, incremental sales to our Fleet segment in 2023.”

"We remain well positioned to grow, and in 2022, we reduced our net leverage ratio by nearly a full turn driven by stronger earnings led by Aviation and Fleet.  Interest expense increased in the fourth quarter due to a higher Federal Funds Rate and the timing of cash flow in the quarter," stated Stephen Griffin, CFO of VSE Corporation. "We utilized our strong operating and free cash flow to drive reduction in our debt in the fourth quarter, while strategically investing over $10 million in inventory for new distribution programs set to launch in 2023. We remain focused on disciplined capital allocation, while seeking to invest in accretive, value-enhancing growth opportunities."


STRATEGIC UPDATE

In 2022, VSE continued to successfully execute on its multi-year business transformation plan of establishing a leading aftermarket parts distribution and MRO services platform in high-growth, fragmented market segments.

New Business and Long-Term, Sustainable Revenue Channels

On February 1, 2023, the Aviation segment acquired Precision Fuel Components, a leading provider of MRO services for engine accessory and fuel systems supporting the business and general aviation (“B&GA”) market. This transaction expands VSE Aviation’s MRO capabilities in B&GA and rotorcraft markets, while positioning the Company to capitalize on higher-margin technical service opportunities.

In January 2023, the Fleet segment opened a new, state-of-the-art e-commerce fulfillment and distribution center in the Memphis, Tennessee area to expand capacity and support faster, same-day order-to-delivery times; to allow for additional shipping carrier options; and to continue the highest level of service for commercial aftermarket parts distribution. The new facility is expected to contribute approximately $50 million in incremental commercial sales to the Fleet segment in 2023.

The Federal & Defense segment is actively investing in business development to ensure sustainable long-term growth. In 2022, business development resources increased five times over 2021, with a focus on core capability competencies and new customer channels. This deliberate, strategic approach resulted in a 60% expansion in the pipeline for new business opportunities. As of December 31, 2022, the segment submitted bids totaling $1.5 billion, now currently awaiting award.

Growing Profit

Aviation operating income and adjusted EBITDA grew to $12.3 million and $15.8 million in the fourth quarter, an increase of 173% and 102%, respectively, versus the prior-year period. The strong execution of new programs, as well as market recovery and growth within MRO activities, propelled the business and resulted in a year-over-year margin expansion of +500bps, driving positive outcomes for the quarter.

Fleet operating income and adjusted EBITDA grew to $5.6 million and $7.9 million in the fourth quarter, an increase of 6% and 4% versus the prior-year period, respectively. The increase is driven by a successful commercial expansion strategy and stable revenue from the USPS. Growing adjusted EBITDA remains a key priority for this segment. The margin compression in the fourth quarter was primarily driven by $0.6 million in anticipated pre-launch expenses for the new Memphis-area distribution center.

Optimizing Legacy Programs

During the fourth quarter, the Aviation segment commenced inventory purchases for a previously announced expansion into the Asia Pacific region supporting its existing Pratt & Whitney Canada distribution agreement. As part of the expanded agreement, VSE Aviation will provide engine spare parts and exchange support for accessories to B&GA engine customers, operators, and maintenance providers in the Asia Pacific region.

Fleet segment revenue from USPS increased to $39.8 million, up 6% in the fourth quarter versus the prior-year period. As the provider of maintenance services for all vehicle types in the 230,000+ USPS fleet, the Fleet segment continues to fulfill its critical role as a key partner in USPS operations, supporting the complexity of its supply chain and providing parts solutions for older long-lived vehicles (LLV), commercial off-the-shelf vehicles (COTS), and next-generation delivery vehicles (NGDV).




In March 2023, the Federal & Defense segment received a 6-month contract extension to its Naval Sea Systems Command (NAVSEA) program. The contract extension allows the segment to continue providing Foreign Military Sales (FMS) and Follow-on Technical Support (FOTS) services to NAVSEA, which has a funded backlog greater than $125 million.


SEGMENT RESULTS

Aviation segment revenue increased 29% year-over-year to a record $107.2 million in the fourth quarter 2022. The year-over-year revenue growth was attributable to share gains within the B&GA market and continued commercial aftermarket recovery, supported by global air traffic recovery. Aviation distribution and repair revenue increased 22% and 53% respectively in the fourth quarter versus the prior-year period. The Aviation segment reported operating income of $12.3 million in the fourth quarter, compared to $4.5 million in the same period of 2021. Segment adjusted EBITDA increased by 102% in the fourth quarter to $15.8 million, versus $7.8 million in the prior-year period. Adjusted EBITDA margins were 14.7%, an increase of 528 basis points versus the prior year period, driven by the execution of new program awards and strong MRO results.

Fleet segment revenue increased 7% year-over-year to $64.8 million in the fourth quarter of 2022. Revenues from commercial customers increased 19% on a year-over-year basis, driven by growth in commercial fleet demand and e-commerce fulfillment sales. Commercial revenue represented approximately 40% of total Fleet segment revenue in the period for the fourth consecutive quarter. The Fleet segment reported operating income of $5.6 million in the fourth quarter, compared to $5.3 million in the same period of 2021. Segment adjusted EBITDA increased 4% year-over-year to $7.9 million, while adjusted EBITDA margin was 12.2%, a decline of 41 basis points versus the prior-year period, primarily driven by planned $0.6 million in pre-launch expenses for the new e-commerce fulfillment and distribution center in the Memphis area.

Federal & Defense segment revenue decreased 7% year-over-year to $62.3 million in the fourth quarter 2022, driven by decline in U.S. Army work due to program completions, partially offset by increases in a Foreign Military Sales (FMS) program with the U.S. Navy. The Federal & Defense segment reported an operating loss of $4.6 million in the fourth quarter 2022, primarily due to a contract loss recognized in the current quarter. The loss is related to a specific fixed-price, non-DoD contract with a foreign customer that is not considered indicative of ongoing business operations and strategy. We expect no further loss related to this contract, which was completed in 2022. Segment adjusted EBITDA declined 77% year-over-year to $0.8 million in the period, given a higher mix of cost-plus contracts and program completion expenses. Funded backlog increased 1% year-to-date to $187 million, while bookings decreased 6% on a year-to-date basis.


FINANCIAL RESOURCES AND LIQUIDITY

As of December 31, 2022, the Company had $160 million in cash and unused commitment availability under its $350 million revolving credit facility maturing in 2025. As of December 31, 2022, VSE had total net debt outstanding of $286 million and $92 million of trailing-twelve months Adjusted EBITDA.






FOURTH QUARTER AND FULL YEAR RESULTS
(in thousands, except per share data)
Three months ended December 31,For the years ended December 31,
20222021% Change20222021% Change
Revenues$234,323 $210,178 11.5 %$949,762 $750,853 26.5 %
Operating income$11,794 $10,739 9.8 %$55,131 $21,520 156.2 %
Net income (loss)$4,848 $6,200 (21.8)%$28,059 $7,966 252.2 %
EPS (Diluted)$0.38 $0.49 (22.4)%$2.19 $0.63 247.6 %
SEGMENT RESULTS
The following is a summary of revenues and operating income (loss) for the three and twelve months ended December 31, 2022 and December 31, 2021:
Three months ended December 31,For the years ended December 31,
(in thousands)20222021% Change20222021% Change
Revenues:
Aviation$107,178 $82,842 29.4 %$408,112 $247,852 64.7 %
Fleet64,810 60,460 7.2 %261,336 233,532 2.9 %
Federal and Defense62,335 66,876 (6.8)%280,314 269,469 4.0 %
Total revenues$234,323 $210,178 11.5 %$949,762 $750,853 26.5 %
Operating income (loss):
Aviation$12,327 $4,512 173.2 %$36,416 $(14,373)(353.4)%
Fleet5,625 5,298 6.2 %23,911 20,426 17.1 %
Federal and Defense(4,608)2,487 (285.3)%(805)19,897 (104.0)%
Corporate/unallocated expenses(1,550)(1,558)(0.5)%(4,391)(4,430)(0.9)%
Operating income$11,794 $10,739 9.8 %$55,131 $21,520 156.2 %
The Company reported total capital expenditures in the fourth quarter and full year 2022 of $3.8 million and $11.2 million, respectively.
















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
Reconciliation of Adjusted Net Income and Adjusted EPS to Net Income
Three months ended December 31,For the years ended December 31,
(in thousands)20222021% Change20222021% Change
Net income $4,848 $6,200 (21.8)%$28,059 $7,966 252.2 %
Adjustments to net income:
Acquisition and restructuring costs1,091 387 181.9 %2,076 1,809 14.8 %
Inventory reserve— — — %— 24,420 (100.0)%
Non-recurring professional fees— 357 (100.0)%329 357 (7.8)%
Contract loss (1)
4,100 — — %7,582 — — %
Russia/Ukraine conflict (2)
— — — %2,335 — — %
10,039 6,944 44.6 %40,381 34,552 16.9 %
Tax impact of adjusted items(1,296)(186)596.8 %(3,077)(6,639)(53.7)%
Adjusted net income$8,743 $6,758 29.4 %$37,304 $27,913 33.6 %
Weighted average dilutive shares12,862 12,810 0.4 %12,828 12,633 1.5 %
Adjusted EPS (Diluted)$0.68 $0.53 28.3 %$2.91 $2.21 31.7 %
(1) Contract loss related to a specific fixed-price, non-DoD contract with a foreign customer is not considered indicative of ongoing business operations and strategy.
(2) Adjustment represents a non-cash charge recorded to reduce the carrying amount of accounts receivable and inventory related to the Russia/Ukraine military conflict.



Reconciliation of Consolidated EBITDA and Adjusted EBITDA to Net Income
Three months ended December 31,For the years ended December 31,
(in thousands)20222021% Change20222021% Change
Net income$4,848 $6,200 (21.8)%$28,059 $7,966 252.2 %
Interest expense5,586 3,593 55.5 %17,885 12,069 48.2 %
Income taxes1,360 946 43.8 %9,187 1,485 518.7 %
Amortization of intangible assets4,233 4,670 (9.4)%17,639 18,482 (4.6)%
Depreciation and other amortization1,719 1,635 5.1 %6,963 6,018 15.7 %
EBITDA17,746 17,044 4.1 %79,733 46,020 73.3 %
Acquisition and restructuring costs1,091 387 181.9 %2,076 1,809 14.8 %
Inventory reserve— — — %— 24,420 (100.0)%
Non-recurring professional fees— 357 (100.0)%329 357 (7.8)%
Contract loss (1)
4,100 — — %7,582 — — %
Russia/Ukraine conflict (2)
— — — %2,335 — — %
Adjusted EBITDA$22,937 $17,788 28.9 %$92,055 $72,606 26.8 %
(1) Contract loss related to a specific fixed-price, non-DoD contract with a foreign customer is not considered indicative of ongoing business operations and strategy.
(2) Adjustment represents a non-cash charge recorded to reduce the carrying amount of accounts receivable and inventory related to the Russia/Ukraine military conflict.















Reconciliation of Segment EBITDA and Adjusted EBITDA to Operating Income (Loss)
Three months ended December 31,For the years ended December 31,
(in thousands)20222021% Change20222021% Change
Aviation
Operating income (loss)$12,327 $4,512 173.2 %$36,416 $(14,373)(353.4)%
Depreciation and amortization3,143 2,898 8.5 %12,701 11,068 14.8 %
EBITDA15,470 7,410 108.8 %49,117 (3,305)53.4 %
Acquisition and restructuring costs281 387 (27.4)%668 888 (24.8)%
Inventory reserve— — — %— 23,727 (100.0)%
Russia/Ukraine conflict (2)
— — — %2,335 — — %
Adjusted EBITDA$15,751 $7,797 102.0 %$52,120 $21,310 144.6 %
Fleet
Operating income$5,625 $5,298 6.2 %$23,911 $20,426 17.1 %
Depreciation and amortization2,055 2,336 (12.0)%8,666 9,369 (7.5)%
EBITDA7,680 7,634 0.6 %32,577 29,795 9.3 %
Acquisition and restructuring costs236 — — %590— — %
Inventory reserve— — — %— 693(100.0)%
Adjusted EBITDA$7,916 $7,634 3.7 %$33,167 $30,488 8.8 %
Federal and Defense
Operating (loss) income$(4,608)$2,487 (285.3)%$(805)$19,897 (104.0)%
Depreciation and amortization755 1,072 (29.6)%3,235 4,063 (20.4)%
EBITDA(3,853)3,559 (208.3)%2,430 23,960 (89.9)%
Contract loss (1)
4,100 — — %7,582 — — %
Acquisition and restructuring costs574 — — %796 — — %
Adjusted EBITDA$821 $3,559 (76.9)%$10,808 $23,960 (54.9)%
(1) Contract loss related to a specific fixed-price, non-DoD contract with a foreign customer is not considered indicative of ongoing business operations and strategy.
(2) Adjustment represents a non-cash charge recorded to reduce the carrying amount of accounts receivable and inventory related to the Russia/Ukraine military conflict.

Three months ended December 31,For the years ended December 31,
(in thousands)20222021% Change20222021% Change
Adjusted EBITDA Summary
Aviation$15,751 $7,797 102.0 %$52,120 $21,310 144.6 %
Fleet7,916 7,634 3.7 %33,167 30,488 8.8 %
Federal and Defense821 3,559 (76.9)%10,808 23,960 (54.9)%
Adjusted Corporate expenses (1)
(1,551)(1,202)29.0 %(4,040)(3,152)28.2 %
Adjusted EBITDA $22,937 $17,788 28.9 %$92,055 $72,606 26.8 %
(1) Includes certain adjustments not directly attributable to any of our segments.



Reconciliation of Operating Cash to Free Cash Flow
Three months ended December 31,For the years ended December 31,
(in thousands)2022202120222021
Net cash provided by (used in) operating activities$12,257 $12,921 $8,051 $(17,602)
Capital expenditures(3,796)(2,914)(11,212)(10,520)
Free cash flow$8,461 $10,007 $(3,161)$(28,122)

Reconciliation of Debt to Net Debt
For the years ended December 31,
(in thousands)20222021
Principal amount of debt$288,610 $286,734 
Debt issuance costs(2,310)(2,165)
Cash and cash equivalents(478)(518)
Net debt$285,822 $284,051 
The non-GAAP Financial Information set forth in this document is not calculated in accordance with GAAP under SEC Regulation G. We consider Adjusted Net Income, Adjusted EPS (Diluted), EBITDA, Adjusted EBITDA, net debt and free cash flow as non-GAAP financial measures and important indicators of performance and useful metrics for management and investors to evaluate our 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 including any earn-out adjustments, loss on sale of a business entity and certain assets, gain on sale of property, other discrete items, and related tax impact. 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. Adjusted EBITDA represents EBITDA (as defined above) adjusted for discrete items as identified above. Net debt is defined as total debt less cash and cash equivalents. Free cash flow represents operating cash flow less capital expenditures.





CONFERENCE CALL

A conference call will be held Thursday, March 9, 2023 at 8:30 A.M. EST to review the Company’s financial results, discuss recent events and conduct a question-and-answer session.

A 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. To listen to the live broadcast, go to the site at least 15 minutes prior to the scheduled start time to register, download and install any necessary audio software.

To participate in the live teleconference:

Domestic Live:    
(877) 407-0789
International Live:
(201) 689-8562
Audio Webcast:
https://viavid.webcasts.com/starthere.jsp?ei=1595094&tp_key=8f7e49ac4b


To listen to a replay of the teleconference through March 23, 2023:
Domestic Replay:    
(844) 512-2921
International Replay:
(412) 317-6671
Replay PIN Number:
13735917


ABOUT VSE CORPORATION

VSE is a leading provider of aftermarket distribution and repair services for land, sea and air transportation assets for government and commercial markets. Core services include MRO services, parts distribution, supply chain management and logistics, engineering support, and consulting and training services for global commercial, federal, military and defense customers. VSE also provides information technology and energy consulting services. For additional information regarding VSE’s services and products, visit www.vsecorp.com.

Please refer to the Form 10-K that will be filed with the Securities and Exchange Commission (SEC) on or about March 9, 2023 for more details on our fourth quarter and full year 2022 results. 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 we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we 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 our expectations or beliefs, including, but not limited to, statements concerning our operations, economic performance, financial condition, the impact of widespread health developments, such as the ongoing COVID-19 outbreak, the health and economic impact thereof, and the governmental, including federal contractor vaccine mandates, commercial, consumer and other responses thereto, 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 our control, and actual results may differ materially depending on a variety of important factors, including, but not limited to, the uncertainty surrounding the ongoing COVID-19 outbreak and the impacts thereof, risks related to our work on large government programs, our ability to successfully integrate recently acquired businesses, risk related to the performance of the aviation aftermarket, global economic and political conditions, prolonged periods of inflation and our ability to mitigate the impact thereof, our dependence on third-party package delivery companies, risks related to technology security and cyber-attack, risks related to our outstanding indebtedness, and the other factors identified in our reports filed or expected to be filed with the SEC including our Annual Report on Form 10-K for the year ended December 31, 2022. 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. We undertake 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

Noel Ryan, IRC
(720) 778-2415
[email protected]







V S E c o r p .c o m VSEC Fourth Quarter and Full-Year 2022 Results Conference Call March 2023


 
This presentation contains statements that, to the extent they are not recitations of historical fact, constitute "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. All such statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of such safe harbor provisions. “Forward-looking” statements, as such term is defined by the SEC in its rules, regulations and releases, represent VSE Corporation’s (the “Company”) expectations or beliefs, including, but not limited to, statements concerning its 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 speak only as of the date of this presentation and the Company undertakes no ongoing obligation, other than that imposed by law, to update these statements. These statements appear in a number of places in this presentation, and relate to, among other things, the Company’s intent, belief or current expectations with respect to: its future financial condition, results of operations or prospects; our business and growth strategies; and our financing plans and forecasts. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those contained in or implied by the forward-looking statements as a result of various factors, some of which are unknown, including, without limitation the factors identified in the Company’s reports filed with the SEC including its Annual Report on Form 10-K for the year ended December 31, 2022. Forward-Looking Statements Non-GAAP Financial Measures In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this document also contains Non-GAAP financial measures. We consider Adjusted Net Income, Adjusted EPS (Diluted), EBITDA, Adjusted EBITDA, trailing-twelve month Adjusted EBITDA, net debt and free cash flow (FCF) as non-GAAP financial measures and important indicators of performance and useful metrics for management and investors to evaluate our business’s ongoing operating performance on a consistent basis across reporting periods. Adjusted Net Income represents Net Income adjusted for discrete items. Adjusted EPS (Diluted) is computed by dividing net income, adjusted for the discrete items 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. Adjusted EBITDA represents EBITDA adjusted for discrete items. Net debt is defined as total debt less cash and cash equivalents. Free cash flow represents operating cash flow less capital expenditures. Net leverage ratio is calculated as net debt divided by trailing twelve month Adjusted EBITDA. The reasons why we believe 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 are included in the supplemental schedules attached. 2


 
2022 Overview Record-setting year with growth in revenue and profitability Total VSE > Total Revenue: $949.8M, +26% Y/Y > Net Income: $28.1M, +252% Y/Y > Adjusted EBITDA: $92.1M, +27% Y/Y; record year Aviation > Revenue: $408.1M +65% Y/Y; record year > Operating Income: $36.4, NM(1) Y/Y > Adjusted EBITDA: $52.1M, +145% Y/Y Federal & Defense > Revenue: $280.3M, +4% Y/Y > Operating Income: $(0.8)M, (104)% Y/Y > Adjusted EBITDA: $10.8M, (55)% Y/Y Fleet > Revenue: $261.3M, +12% Y/Y; record year > Operating Income: $23.9M, +17 Y/Y > Adjusted EBITDA: $33.2M, +9% Y/Y Balance Sheet > Net leverage ratio reduction to 3.1x from 3.9x > Operating cash flow: $8.1M; Free cash flow: $(3.2)M > Amended and extended credit facility to support growth New commercial growth and operational execution driving record revenue and earnings (1) Not Meaningful as prior period was a net loss 3


 
Key Strategic Priorities Update Continued focus on new business development and program execution to drive growth Well-positioned strategic priorities set the foundation for strong performance and continued growth Building Sustainable Revenue > Aviation: Acquired Precision Fuel Components, provider of MRO services for engine accessory and fuel systems supporting the B&GA market. Expands Aviation’s MRO capabilities in the Rotorcraft market, while positioning Aviation to capitalize on higher- margin technical service opportunities > Fleet: Opened a new e-commerce fulfillment and distribution center in the Memphis area. The state-of-the-art distribution center supports growing demand from e- commerce and commercial fleet clients; expected to contribute ~$50M revenue in 2023 > Federal & Defense: Business development team expansion (increased resources by 5x compared to 2021), leading to 60% expansion of new business opportunities pipeline; $1.5 billion total bids submitted, awaiting award Growing Profit Optimizing Legacy Programs > Aviation: Launched expansion to Pratt & Whitney Canada distribution agreement to support Asia-Pacific. This program expands Aviation’s international presence and builds on the success of recent program execution excellence > Fleet: Continued growth in product offerings for all USPS vehicle types, driving stable USPS revenue and earnings contribution > Federal & Defense: Received 6-month contract extension for the Naval Sea Systems Command (NAVSEA) program. The contract extension into mid-August 2023 allows the segment to continue providing Foreign Military Sales (FMS) and Follow-on Technical Support (FOTS) services to NAVSEA, which has a funded backlog greater than $125M > Aviation: Operating income increased to $12.3M in 4Q’22, +173% Y/Y, with record-breaking Adjusted EBITDA of $15.8M in 4Q’22, +102% Y/Y. Results achieved through execution of newly awarded distribution programs, increased MRO activity, and margin-enhancing continuous improvement projects > Fleet: Operating income increased to $5.6M in 4Q’22, +6% Y/Y. Adjusted EBITDA grew to $7.9M in 4Q’22, +4% Y/Y. Results fueled by steady contributions from USPS and increasing demand from e-commerce and commercial fleet customers 4


 
VSE Financial Summary 2022 Revenue +26%, Adjusted EBITDA +27%, Adjusted Net Income +34% year-over-year; Aviation and Fleet key growth drivers for 2022 and 2023 ($ in millions except EPS) 4Q Quarter-to-Date 4Q'22 4Q’21 vs. 4Q'21 Revenue $234.3 $210.2 +11% Net Income $4.8 $6.2 (22)% Adjusted EBITDA $22.9 $17.8 +29% Adjusted EBITDA % 9.8% 8.5% +1.3 pts Operating Income $11.8 $10.7 +10% Adjusted Net Income $8.7 $6.8 +29% Diluted EPS $0.38 $0.49 (22)% Adjusted Diluted EPS $0.68 $0.53 +28% Revenue ▪ +11% 4Q’22 Y/Y ▪ +26% 2022 Y/Y Revenue growth driven by strong Aviation execution and Fleet commercial growth Adjusted EBITDA ▪ +29% 4Q’22 Y/Y ▪ +27% 2022 Y/Y Aviation MRO, Aviation distribution, and Fleet revenue growth drove increases, partially offset by Federal & Defense 5 Year-to-Date 2022 2021 vs. 2021 $949.8 $750.9 +26% $28.1 $8.0 +252% $92.1 $72.6 +27% 9.7% 9.7% -- $55.1 $21.5 +156% $37.3 $27.9 +34% $2.19 $0.63 +248% $2.91 $2.21 +32%


 
Consolidated Performance Bridge Strong progress in building long-term revenue; Aviation and Fleet segments propel EBITDA growth ▪ Aviation segment revenue and profit growth supported by successful program execution, improved end-market demand, and expansion in both distribution and MRO capabilities ▪ Fleet segment revenue and EBITDA growth supported by higher sales in commercial fleet and e-commerce fulfillment and USPS contributions ▪ Federal & Defense segment performance impacted by contract completions and negative mix shift between cost-plus and fixed-price awards Revenue Operating Income Adj. EBITDA Adj. EBITDA Margin % 4Q’21 QTD $210.2 $10.7 $17.8 8.5% Aviation 24.4 7.8 8.0 +2.5 pts Fleet 4.3 0.3 0.3 (0.1) pts FDS (4.6) (7.0) (2.8) (1.0) pts Corporate — — (0.4) (0.1) pts 4Q'22 $234.3 $11.8 $22.9 9.8% Revenue Operating Income Adj. EBITDA Adj. EBITDA Margin % 2021 $750.9 $21.5 $72.6 9.7% Aviation 160.3 50.8 30.8 +1.7 pts Fleet 27.8 3.5 2.7 (0.1) pts FDS 10.8 (20.7) (13.2) (1.5) pts Corporate — (0.8) (0.1) pts 2022 $949.8 $55.1 $92.1 9.7% 6


 
Aviation Segment Above-market revenue growth and strong margin expansion in 2022; Well-positioned for 2023 with new distribution programs and expanded MRO capabilities to drive diversified, sustainable growth ($ in millions) Quarter-to-Date 4Q'22 4Q'21 vs. 4Q'21 Revenue $107.2 $82.8 +29% Operating income (loss) $12.3 $4.5 +173% Adjusted EBITDA $15.8 $7.8 +102% Adjusted EBITDA % 14.7% 9.4% +5.3 pts Revenue by Type: Distribution $77.1 $63.2 +22% Repair (MRO) $30.1 $19.7 +53% (1) Not Meaningful as prior period was a net loss Y/Y Comparisons: ▪ Revenue +29% 4Q’22 Y/Y and +65% 2022 Y/Y led by organic growth from distribution awards, contributions from Global Parts along with an increases in MRO revenue ▪ Aviation distribution and MRO revenue increased 22% and 53%, respectively, in the fourth quarter 2022 versus the prior-year period ▪ Adjusted EBITDA +102% 4Q’22 Y/Y and +145% 2022 Y/Y driven by contributions from new program wins, positive impacts from MRO recovery, and Global Parts acquisition contributions 2023 Assumptions: ▪ Revenue Growth +7% to +15% Y/Y ▪ Adjusted EBITDA % of 12-14% driven by revenue mix and commercial recovery 7 Year-to-Date 2022 2021 vs. 2021 $408.1 $247.9 +65% $36.4 $(14.4) NM(1) $52.1 $21.3 +145% 12.8% 8.6% +4.2 pts $300.7 $172.1 +75% $107.4 $75.7 +42%


 
Fleet Segment Execution of commercial revenue diversification strategy continues to deliver above-market growth and Adjusted EBITDA expansion ($ in millions) Quarter-to-Date 4Q'22 4Q'21 vs 4Q’21 Revenue $64.8 $60.5 +7% Operating income $5.6 $5.3 +6% Adjusted EBITDA $7.9 $7.6 +4% Adjusted EBITDA % 12.2% 12.6% (0.4) pts Revenue by Type: Other Government $39.8 $37.4 +6% DoD $0.1 $2.2 (95)% Commercial $24.9 $20.8 +19% Y/Y Comparisons: ▪ Revenue +7% 4Q’22 Y/Y and +12% 2022 Y/Y driven by growth in commercial and e-commerce sales ▪ Revenue diversification continues as Commercial customers account for 40% of Fleet revenue in 2022, up from 32% in 2021 ▪ Adjusted EBITDA increased +4% 4Q’22 Y/Y and +9% 2022 Y/Y. 4Q’22 includes $0.6M in pre-launch expenses for the new Memphis e-commerce fulfillment and distribution center 2023 Assumptions: ▪ Revenue Growth +12% to +20% Y/Y ▪ Adjusted EBITDA % of 11-13% with margin improvements expected as Memphis distribution center scales Year-to-Date 2022 2021 vs 2021 $261.3 $233.5 +12% $23.9 $20.4 +17% $33.2 $30.5 +9% 12.7% 13.1% (0.4)pts $153.9 $147.2 +5% $3.3 $12.7 (74)% $104.2 $73.6 +42% 8


 
Federal & Defense Segment New business development focus includes growth in 2023 pipeline and backlog to support 2024 revenue growth and margin expansion ($ in millions) Quarter-to-Date 4Q'22 4Q'21 vs 4Q’21 Revenue $62.3 $66.9 (7)% Operating income (loss) $(4.6) $2.5 (285)% Adjusted EBITDA $0.8 $3.6 (77)% Adjusted EBITDA % 1.3% 5.3% (4.0)pts Contract Backlog: Bookings $60 $119 (50)% Backlog $187 $185 +1% Y/Y Comparisons: ▪ Revenue decreased (7)% 4Q’22 Y/Y and increased +4% 2022 Y/Y, driven by U.S. Navy growth, offset by U.S. Army contract completion ▪ Operating income includes non-recurring loss on a specific non-DoD fixed-price contract with foreign customer. The contract, completed in 2022, is not indicative of future ongoing business operations and strategy with no further losses anticipated. ▪ Adjusted EBITDA decline due to shift of cost- plus vs. fixed-price contract and the impact of contract completions 2023 Assumptions: ▪ Revenue Decline (5%) to (10%) Y/Y ▪ Adjusted EBITDA % of 1-3% driven by contract mix of cost-plus and fixed-price awards Year-to-Date 2022 2021 vs 2021 $280.3 $269.5 +4% $(0.8) $19.9 (104)% $10.8 $24.0 (55)% 3.9% 8.9% (5.0)pts $294 $314 (6)% $187 $185 +1% 9


 
Balance Sheet Optionality Reduced net leverage in 2022 through increased EBITDA and disciplined cash management ▪ Operating and free cash flow in 4Q’22 includes the acquisition of $10M in inventory to support expanded Pratt & Whitney distribution agreement in the Asia Pacific region ▪ Capital allocation priorities include financing bolt-on acquisitions and working capital needs for strategic investments to support growth prospects, such as new program launches and Fleet’s new distribution center ▪ Sufficient liquidity and unused commitment availability under $450M credit facility (due 2025) to support growth initiatives Quarter-to-Date ($ in millions) 4Q'22 4Q’21 Operating Cash Flow $12.3 $12.9 Free Cash Flow $8.5 $10.0 Debt (less Cash) $286 $284 Net Leverage Ratio 3.1x 3.9x Unused Commitments $160 $122 Year-to-Date 2022 2021 $8.1 $(17.6) $(3.2) $(28.1) 10


 
Appendix


 
GAAP to Non-GAAP Reconciliations Adjusted Net Income and Adjusted EPS (Diluted) Calculation uses an estimated statutory tax rate on non-GAAP tax deductible adjustments. (in thousands, except per share data) 1Q2021 2Q2021 3Q2021 4Q2021 1Q2022 2Q2022 3Q2022 4Q2022 Net income (loss) $ 5,111 $ (12,366) $ 9,021 $ 6,200 $ 6,244 $ 7,548 $ 9,419 $ 4,848 Adjustments to net income (loss): Acquisition, integration and restructuring costs 310 236 876 387 287 344 353 1,091 Inventory reserve — 24,420 84 — — — — — Non-recurring professional fees — — — 357 218 — 111 — Contract loss — — — — 3,482 — — 4,100 Russia/Ukraine conflict — — — — — 2,335 — — 5,421 12,290 9,981 6,944 10,231 10,227 9.883 10,039 Tax impact on adjusted items (78) (5,315) (240) (186) (997) (669) (116) (1,296) Adjusted Net Income $ 5,343 $ 6,975 $ 9,741 $ 6,758 $ 9,234 $ 9,558 $ 9,767 $ 8,743 Weighted Average Diluted Shares 12,172 12,702 12,775 12,810 12,803 12,811 12,834 12,862 Adjusted EPS (Diluted) $ 0.44 $ 0.55 $ 0.76 $ 0.53 $ 0.72 $ 0.75 $ 0.76 $ 0.68 12


 
GAAP to Non-GAAP Reconciliations EBITDA and Adjusted EBITDA (in thousands, except per share data) 1Q2021 2Q2021 3Q2021 4Q2021 1Q2022 2Q2022 3Q2022 4Q2022 Net income (loss) $ 5,111 $ (12,366) $ 9,021 $ 6,200 $ 6,244 $ 7,548 $ 9,419 $ 4,848 Interest expense, net 3,030 2,666 2,780 3,593 3,609 3,872 4,818 5,586 Income taxes 1,462 (3,014) 2,091 946 2,061 2,731 3,035 1,360 Amortization of intangible assets 4,288 4,603 4,921 4,670 4,736 4,437 4,233 4,233 Depreciation and other amortization 1,360 1,424 1,599 1,635 1,600 1,659 1,986 1,719 EBITDA 15,251 (6,687) 20,412 17,044 18,250 20,247 23,491 17,746 Acquisition, integration and restructuring costs 310 236 876 387 287 344 353 1,091 Inventory reserve — 24,420 — — — — — — Non-recurring professional fees — — — 357 218 — 111 — Contract loss — — — — 3,482 — — 4,100 Russia/Ukraine conflict — — — — — 2,335 — — Adjusted EBITDA $ 15,561 $ 17,969 $ 21,288 $ 17,788 $22,237 $ 22,926 $ 23,955 $ 22,937 13


 
GAAP to Non-GAAP Reconciliations Segment EBITDA and Adjusted EBITDA (in thousands) 1Q2021 2Q2021 3Q2021 4Q2021 1Q2022 2Q2022 3Q2022 4Q2022 Aviation Operating income (loss) $ (332) $ (22,272) $ 3,719 $ 4,512 $ 7,622 $ 6,450 $ 10,017 $ 12,327 Depreciation and amortization 2,554 2,554 3,062 2,898 3,035 3,110 3,413 3,143 EBITDA 2,222 (19,718) 6,781 7,410 10,657 9,560 13,430 15,470 Acquisition, integration and restructuring costs — — 501 387 206 40 140 281 Inventory reserve — 23,727 — — — — — — Russsdfsd Russia/Ukraine conflict — — — — — 2,335 — — Adjusted EBITDA $ 2,222 $ 4,009 $ 7,282 $ 7,797 $ 10,863 $ 11,935 $ 13,570 $ 15,751 Fleet Operating income $ 5,741 $ 4,000 $ 5,387 $ 5,298 $ 6,381 $ 5,366 $ 6,539 $ 5,625 Depreciation and amortization 2,340 2,348 2,345 2,336 2,328 2,246 2,037 2,055 EBITDA $ 8,081 $ 6,348 $ 7,732 $ 7,634 $ 8,709 $ 7,612 $ 8,576 $ 7,680 Acquisition, integration and restructuring costs — — — — 81 129 143 236 Inventory reserve — 693 — — — — — — Adjusted EBITDA $ 8,081 $ 7,041 $ 7,732 $ 7,634 $ 8,790 $ 7,741 $ 8,719 $ 7,916 Federal and Defense Operating income (loss) $ 5,025 $ 6,999 $ 5,386 $ 2,487 $ (688) $ 2,552 $ 1,939 $ (4,608) Depreciation and amortization 754 1,124 1,112 1,072 973 739 769 755 EBITDA 5,779 $ 8,123 $ 6,498 $ 3,559 $ 285 $ 3,291 $ 2,708 $ (3,853) Contract loss — — — — 3,482 — — 4,100 Acquisition, integration and restructuring costs — — — — — 152 70 574 Adjusted EBITDA $ 5,779 $ 8,123 $ 6,498 $ 3,559 $ 3,767 $ 3,443 $ 2,778 $ 821 14


 
GAAP to Non-GAAP Reconciliations Balance Sheet (1) TTM Adjusted EBITDA is defined as Adjusted EBITDA for the most recent twelve (12) month period Reconciliation of Operating Cash Flow to Free Cash Flows Three Months Ended (in thousands) 31-Mar-21 30-Jun-21 30-Sep-21 31-Dec-21 31-Mar-22 30-Jun-22 30-Sep-22 31-Dec-22 Net cash (used in) provided by operating activities $ (36,367) $ (17,601) $ 23,445 $ 12,921 $ (18,174) $ (1,964) $ 15,932 $ 12,257 Capital expenditures (2,109) (3,049) (2,448) (2,914) (1,269) (1,477) (4,670) (3,796) Free Cash Flow $ (38,476)$ (20,650) $ 20,997 $ 10,007 $ (19,443) $ (3,441) $ 11,262 $ 8,461 Reconciliation of Debt to Net Debt Three Months Ended (in thousands) 31-Mar-21 30-Jun-21 30-Sep-21 31-Dec-21 31-Mar-22 30-Jun-22 30-Sep-22 31-Dec-22 Principal amount of debt $ 255,635 $ 276,983 $ 296,584 $ 286,734 $ 305,800$ 310,356 $ 299,230$ 288,610 Debt issuance costs (2,072) (1,776) (2,375) (2,165) (1,956) (1,746) (1,537) (2,310) Cash and cash equivalents (347) (337) (383) (518) (498) (371) (90) (478) Net Debt $ 253,216 $ 274,870 $ 293,826 $ 284,051 $ 303,346 $ 308,239 $ 297,603 $ 285,822 Net Leverage Ratio Three Months Ended (in thousands) 31-Mar-21 30-Jun-21 30-Sep-21 31-Dec-21 31-Mar-22 30-Jun-22 30-Sep-22 31-Dec-22 Net Debt $ 253,216 $ 274,870 $ 293,826 $ 284,051 $ 303,346 $ 308,239 $ 297,603 $ 285,822 TTM Adjusted EBITDA (1) 68,052 68,819 72,191 72,606 79,366 84,348 86,906 92,055 Net Leverage Ratio 3.7x 4.0x 4.1x 3.9x 3.8x 3.7x 3.4x 3.1x 15


 
V S E c o r p .c o m Pure-play independent aftermarket service provider with strong organic & inorganic growth opportunities Investment Highlights 3 Distinct End Markets $37M Adj. Net Income ~2,000 Employees $950M Revenue 63+ Years Aftermarket Services $92M Adj. EBITDA Global provider of aftermarket distribution, maintenance, repair, and overhaul (“MRO”), and other services Fragmented end-markets provide for market share capture and high-return acquisition opportunities Strong customer/supplier relationships with embedded services enhance long-term opportunities and revenue stability Cultural transformation driving higher margin sustainable growth Balanced commercial and defense customer base provides resilience through economic and market cycles Note: Figures above reflect TTM 12/31/2022 16


 
V S E c o r p .c o m VSE Executive Team VSE Senior Leadership John Cuomo President and CEO ▪ 21+ years of aerospace distribution and services market industry experience ▪ Appointed Chief Executive Officer and President of VSE Corporation in 2019 ▪ Previously served as Vice President and General Manager of Boeing Distribution Services and Group President, KLX Aerospace Solutions Stephen Griffin Chief Financial Officer ▪ 12+ years of senior finance leadership, most recently as CFO for GE Aviation Engine Services ▪ Appointed CFO of VSE Corporation in November 2020 ▪ Manages the financial and accounting operations for the consolidated corporation Chad Wheeler Group President, Wheeler Fleet Solutions Ben Thomas Group President, Aviation Krista Stafford Chief Human Resources Officer Background & ResponsibilitiesBackground & Responsibilities Farinaz Tehrani Chief Legal Officer 17


 
Aviation Segment Overview Refocused Strategy: Higher growth, higher-margin commercial and B&GA distribution and MRO MRO Capability Development ▪ New MRO offerings to support range of components and engine accessory repairs including: fuel and hydraulics, engine components and accessories, interiors, auxiliary power units, and avionics Distribution Product Expansion ▪ New proprietary OEM product additions to support aftermarket landing gear, airframes, engine accessories, avionics, and interiors International Expansion ▪ Expansion in core aerospace markets for MRO and distribution Business and General Aviation (B&GA) ▪ Ability to support underserved B&GA market niche with proprietary part distribution and component and accessory MRO Growth Drivers ✓ Commercial and business & general aviation proprietary product distribution ✓ Supply chain & logistics services ✓ Component & engine MRO services ✓ Rotable exchanges and sales Key Capabilities Representative Customers 18


 
Fleet Segment Overview Refocused Strategy: High growth Class 4-8 commercial distribution and e-commerce Commercial Customer Diversification ▪ Expansion of commercial customer base to support new medium to large, high-duty cycle fleet customers Wallet Share Expansion ▪ Product expansion to existing just-in-time clients E-commerce ▪ Customized technology platform to support class 4-8 vehicle parts E-commerce Fulfillment ▪ Inventory sales through 3rd-party channels Product Expansion ▪ Addition of both new product offerings and growth in private label product Growth Drivers ✓ High-duty cycle, Class 4-8 (medium to heavy) vehicle parts distribution ✓ Just-in-time supply chain management ✓ E-commerce & e-commerce fulfillment ✓ Customized fleet logistics & IT solutions ✓ Technical support, engineering, sourcing, warehousing & kitting ✓ Private label products Key Capabilities Representative Customers 19


 
Federal & Defense Segment Overview Refocused Strategy: Higher margin, differentiated supply chain, MRO and technical services Market Expansion ▪ Increase military aviation services with products, supply chain and repair services Capability Development ▪ Broaden DoD logistics and supply chain offering to support underserved market demand International Growth ▪ Utilize success in foreign markets to support foreign military sales opportunities Consulting/Technical Expansion ▪ IT and Clean Energy consulting services Leverage Core Competency ▪ Expand base operations support for U.S. Air Force, U.S. Army and U.S. Navy Growth Drivers ✓ Transportation asset MRO services ✓ Base operations support ✓ Transportation & freight services ✓ Logistics, procurement & supply chain support ✓ Engineering & technical solutions ✓ IT & Clean Energy consulting services Key Capabilities Representative Customers 20


 
Unique Value Proposition Differentiation drives market share gains, long-term sustainable revenue & margin expansion End-User and OEM-Centric Ability to offer bespoke solutions to support critical link between end-users and Original Equipment Manufacturers (“OEMs”) Agility Lean operating model and decentralized business units support on-demand customer requirements Pure-Play Aftermarket Uniquely positioned in the market as independent parts and services provider Transportation Asset Experience Support for land, sea, and air transportation assets to new-generation platforms, legacy platforms and end-of- life assets Performance Experience 63+ year history of proven performance and aftermarket service excellence Proprietary Technology Proprietary software and solutions provide embedded customer offerings and key decision- making data to drive customer benefits 21


 
Investment Opportunity Unique, pure-play independent aftermarket services company poised for growth Strategic Market Positioning, Strong Growth Strategy, Proven Execution Experience Mission-critical Aftermarket Services Cultural Transformation Driving Growth Strong Customer Relationships New Experienced Management Team Fragmented End-markets Well-balanced Business Segments 22