vsec-20201028
0000102752false00001027522020-10-282020-10-28

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): October 28, 2020

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 October 28 2020, VSE Corporation (the “Company”) issued a press release reporting its financial results for the third quarter ended September 30, 2020. 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
 
99.1 Press release dated October 28, 2020, entitled, "VSE Corporation Announces Third Quarter 2020 Results."

99.2 VSE Corporation Earnings Presentation for the Third Quarter 2020






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:
October 28, 2020
By:
/s/ Thomas R. Loftus
Thomas R. Loftus
Executive Vice President and Chief Financial Officer



vselogonewa011a.jpg
VSE Corporation Announces Third Quarter 2020 Results

Aviation Segment Reports Quarter-over-Quarter Revenue Growth, Driven by New Business Wins
New Landing Gear Initiative Accelerated by $100 million Aviation Distribution Contract Award
Positive Net Income and Free Cash Flow from Operations; Second Consecutive Quarter of Debt Reduction


ALEXANDRIA, Va., October 28, 2020 - 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 third quarter 2020.


THIRD QUARTER 2020 RESULTS
(as compared to the third quarter 2019)

Total Revenues of $165.5 million declined 16.5%
Total Revenues, excluding divestitures, declined 12.0% (1)
GAAP Net Income of $8.1 million declined $2.4 million
Adjusted Net Income of $6.8 million declined $4.1 million
Total Adjusted EBITDA of $18.0 million declined $6.5 million
GAAP EPS (Diluted) of $0.73/share declined $0.22/share
Adjusted EPS (Diluted) of $0.62/share declined $0.37/share
Operating Cash Flow of $12.4 million during the third quarter 2020
Free Cash Flow of $11.3 million during the third quarter 2020 (2)
Total Debt reduced by $10.4 million during the third quarter 2020

(1) Excludes the previously announced divestitures of Prime Turbines and CT Aerospace
(2) Cash provided by operating activities less capital expenditures

For the three months ended September 30, 2020, the Company reported total revenue of $165.5 million, versus $198.3 million for the same period ended 2019. The Company reported adjusted net income of $6.8 million or $0.62 per adjusted diluted share, compared to $10.9 million or $0.99 per adjusted diluted share in the prior-year period. Adjusted EBITDA declined to $18.0 million in the third quarter 2020, versus $24.5 million for the same period in 2019. The Company generated $11.3 million in free cash flow during the third quarter 2020. VSE reduced total debt outstanding by $10.4 million during the third quarter 2020.

Aviation segment revenue, excluding the previously announced divestiture of Prime Turbines and CT Aerospace assets, declined 26.0% on a year-over-year basis in the third quarter 2020, as lower revenue passenger miles at major airline customers resulted in reduced commercial MRO activity. On a sequential quarter basis, excluding Prime Turbines and CT Aerospace, Aviation segment revenue increased 16.1%, supported by market share gains in our distribution business, and early indications of stabilization within the business and general aviation market customers. Federal & Defense segment revenue declined 21.7% on a year-over-year basis primarily due to the completion of a DoD program during the first quarter 2020. Fleet segment revenue increased 15.1% on a year-over-year basis due to growth within the commercial fleet business, together with a non-recurring order for personal protective equipment (PPE) from a government customer.


STRATEGY UPDATE

VSE continued to execute on a multi-year business transformation strategy during the third quarter, one that includes improved organizational design, rebranding and consolidation of business entities, new business development initiatives, the introduction of new products and services, and a continued focus on disciplined balance sheet management.




New business development. Within the Aviation segment, VSE announced an exclusive distribution agreement with a leading global manufacturer of hydraulic landing gear components. The agreement, which is scheduled to commence in the first quarter of 2021, has a total estimated value of approximately $100 million over five years. The Federal & Defense segment won both new contracts and recompete awards during the third quarter. Within this segment, the total number of contract bids increased by more than 46% during the first nine months of 2020 when compared to the same period in 2019. The Fleet segment grew commercial sales by 107.3% in the third quarter, when compared to the prior-year period.

Aviation product and service line expansion. Earlier this year, VSE launched an Aviation Landing Gear initiative. The Company is developing a comprehensive landing gear solution suite for global airline and MRO customers that includes services such as gear sales, exchanges and repair management, together with the distribution of proprietary and specialty products, kitting, 24/7 AOG service and other just-in-time value added services. This solution suite, coupled with the newly announced OEM product partnership, simplifies the sourcing process, while reducing working capital requirements for customers.

Balance sheet discipline. VSE is committed to maintaining sufficient liquidity to support the long-term growth of the business, while continuing to support a quarterly cash dividend and conservative net leverage profile. As of September 30, 2020, the Company had $190 million in cash and excess availability under its line of credit. During the third quarter, VSE reduced total debt outstanding by $10.4 million, due to free cash flow generated from operations in the period.


MANAGEMENT COMMENTARY

“During the third quarter, we further advanced a multi-year business transformation plan in support of our long-term strategy, while effectively navigating the near-term, pandemic-related disruption to the global aviation market,” stated John Cuomo, President and CEO of VSE Corporation. “In recent months, we streamlined our organizational structure, improved systems and processes to support business expansion, won multiple new customer awards and recompetes, introduced new product and service lines within underserved niche markets, and removed fixed overhead from operations, consistent with cost reductions announced earlier this year.”

“Our Aviation, Federal & Defense and Fleet segments each reported sequential revenue growth in the third quarter, as compared to the second quarter, excluding the previously announced divestitures and a non-recurring PPE order from a government customer,” continued Cuomo. “We generated positive free cash flow from operations for the third consecutive quarter, supporting a $10.4 million reduction in our debt outstanding. With more than $190 million in cash and excess availability on our credit facilities, we believe we are well-capitalized to support the growth of the business.”

“While our team is intensely focused on repositioning the business for long-term growth, we’ve continued to execute against near-term performance objectives, as reflected by our strong third quarter results. Fleet segment commercial sales increased by more than 100% on a year-over-year basis in the third quarter, providing further validation for our commercial market expansion strategy, while in the Federal & Defense segment, we won new contracts and recompete awards, supported by increased bidding and business development activities.”

“Within our Aviation segment, the introduction of new product and service lines in niche markets remains an integral part of our long-term organic growth strategy,” continued Cuomo. “We launched a landing gear solution pilot program for global airline and MRO customers earlier this year, and we enhanced this offering with a recently announced five-year exclusive distribution agreement with a leading global manufacturer of landing gear parts and components. The agreement, which is scheduled to commence during the first quarter of 2021, has a total estimated value of approximately $100 million over five years. We look forward to this new partnership and to providing a full solution suite of landing gear products and service solutions for our global customers.”

“Looking ahead to the fourth quarter, we expect to generate sequential revenue growth within our Aviation segment, as continued market share gains and a continued gradual recovery within our business and general aviation markets serve to offset lower repair activity with commercial airline customers,” continued Cuomo. “During a period of market disruption and uncertainty, our aviation customers continue to focus on reducing fixed overhead and working capital requirements. As a trusted, well-capitalized partner with proven global supply chain and MRO solutions, customers are turning to VSE to help them better compete with next-level operating efficiency. Looking forward, our aviation team remains focused on achieving margin expansion and above-market organic growth through targeted share gains.”




“In October, we announced the appointment of two new senior executives to our leadership team,” continued Cuomo. “We are excited to welcome Steve Griffin, our incoming CFO, and Ben Thomas, our new President of the Aviation segment, as they join a world-class team committed to building market-leading positions in both new and existing markets.”


SEGMENT RESULTS

AVIATION
Distribution & MRO Services

VSE’s Aviation segment provides aftermarket MRO and distribution services to commercial, cargo, business and general aviation, military/defense and rotorcraft customers globally. Core services include parts distribution, component and engine accessory MRO services, rotable exchange and supply chain services.

Aviation segment revenue, less contributions from divested Prime Turbines and CT Aerospace businesses, decreased 26% year-over-year to $36.2 million in the third quarter 2020. The year-over-year revenue decline was attributable to the adverse impact of the COVID-19 pandemic on commercial air traffic, resulting in lower customer demand. On a sequential basis, Aviation segment revenue, less contributions from Prime Turbines and CT Aerospace, increased 16.1%, when compared to the second quarter 2020. The Aviation segment recorded operating income of $1.6 million in the third quarter, versus operating income of $6.6 million in the prior-year period. Adjusted EBITDA decreased 75.9% to $2.4 million in the third quarter 2020. On a sequential basis, Aviation segment Adjusted EBITDA increased 102%.


FLEET
Distribution & Fleet Services

VSE's Fleet segment provides parts, inventory management, e-commerce fulfillment, logistics, supply chain support and other services to support the commercial aftermarket medium- and heavy-duty truck market, the United States Postal Service (USPS), and the United States Department of Defense. Core services include parts distribution, sourcing, IT solutions, customized fleet logistics, warehousing, kitting, just-in-time supply chain management, alternative product sourcing, engineering and technical support.

Fleet segment revenue increased 15.1% year-over-year to $63.7 million in the third quarter 2020. Revenues included pass-through sales of approximately $7.1 million for the completion of a non-recurring $26.6 million order for COVID-19 PPE supplies.

Revenues from commercial customers increased approximately $6.5 million or 107.3%, driven by growth in the e-commerce fulfillment business. Operating income declined 16.0% year-over-year to $6.6 million in the third quarter of 2020 due to customer and product mix for the quarter. Fleet segment Adjusted EBITDA decreased 15.0% year-over-year in the third quarter 2020 to $9.0 million.

FEDERAL & DEFENSE
Logistics & Sustainment Services

VSE's Federal & Defense segment provides aftermarket MRO and logistics services to improve operational readiness and to extend the life cycle of military vehicles, ships and aircraft for the U.S. Armed Forces, federal agencies and international defense customers. Core services include base operations support, procurement, supply chain management, vehicle, maritime and aircraft sustainment services, IT services and energy consulting.

Federal & Defense segment revenue declined 21.7% year-over-year to $65.6 million in the third quarter of 2020 primarily due to the completion of a DoD program during the first quarter 2020. Operating income increased 49.1% year-over-year to $6.7 million in the third quarter. Federal & Defense segment Adjusted EBITDA increased 40.6% year-over-year to $7.4 million in the third quarter.

Federal & Defense segment third quarter bookings increased 23.9% year-over-year to $83 million. Funded backlog declined 29.8% year-over-year to $177 million. The decline in funded backlog was attributable to the expiration of a



contract in the first quarter 2020 and the delay of new business awards. The Company continues to be focused on revitalizing this business, with an emphasis on growing backlog and developing a channel of new customer activity.


FINANCIAL RESOURCES AND LIQUIDITY

As of September 30, 2020, the Company had $190 million in cash and unused commitment availability under its $350 million revolving credit facility maturing in 2023. The Company’s existing credit facility includes a $100 million accordion provision, subject to customary lender commitment approvals. As of September 30, 2020, VSE had total net debt outstanding of $250 million and $81 million of trailing-twelve months Adjusted EBITDA.


CONFERENCE CALL

A conference call will be held Thursday, October 29, 2020 at 8:30 A.M. ET 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 a 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.

To participate in the live teleconference:

Domestic Live:        (877) 407-0789
International Live:     (201) 689-8562
Audio Webcast:     http://public.viavid.com/index.php?id=141402

To listen to a replay of the teleconference through November 12, 2020:

Domestic Replay:    (844) 512-2921
International Replay:     (412) 317-6671
Replay PIN Number:    13709168






























THIRD QUARTER RESULTS
(in thousands, except per share data)
Three months ended September 30,Nine months ended September 30,
20202019% Change20202019% Change
Revenues$165,505 $198,326 (16.5)%$511,638 $557,356 (8.2)%
Operating income$14,185 $17,215 (17.6)%$2,009 $45,444 (95.6)%
Net income (loss)$8,108 $10,527 (23.0)%$(11,184)$27,028 (141.4)%
EPS (Diluted)$0.73 $0.95 (23.2)%$(1.01)$2.45 (141.2)%




THIRD QUARTER SEGMENT RESULTS

The following is a summary of revenues and operating income (loss) for the three and nine months ended September 30, 2020 and September 30, 2019:
(in thousands)Three months ended September 30,Nine months ended September 30,
20202019% Change20202019% Change
Revenues:
Aviation $36,218 $59,186 (38.8)%$126,519 $163,553 (22.6)%
Fleet 63,719 55,369 15.1 %188,145 160,878 16.9 %
Federal & Defense 65,568 83,771 (21.7)%196,974 232,925 (15.4)%
Total Revenues$165,505 $198,326 (16.5)%$511,638 $557,356 (8.2)%
Operating Income (Loss):
Aviation $1,586 $6,568 (75.9)%$(34,680)$14,820 (334.0)%
Fleet 6,589 7,843 (16.0)%20,509 22,388 (8.4)%
Federal & Defense 6,746 4,524 49.1 %18,441 12,968 42.2 %
Corporate/unallocated expenses(736)(1,720)(57.2)%(2,261)(4,732)(52.2)%
Operating Income$14,185 $17,215 (17.6)%$2,009 $45,444 (95.6)%


The Company reported $1.1 million and $3.0 million of total capital expenditures for three and nine months ended September 30, 2020, 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. 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.










NON-GAAP FINANCIAL INFORMATION

Reconciliation of Adjusted Net Income and Adjusted EPS to Net Income (Loss)
(in thousands)Three months ended September 30,Nine months ended September 30,
20202019% Change20202019% Change
Net Income (Loss) $8,108 $10,527 (23.0)%$(11,184)$27,028 (141.4)%
Adjustments to Net Income (Loss):
Acquisition and CEO Transition Costs— 518 — %— 2,290 — %
Earn-out adjustment(1,695)— — %(3,095)— — %
Loss on sale of a business entity and certain assets— — — %8,214 — — %
Gain on sale of property— — — (1,108)— — %
Severance— — — %739 — — %
Goodwill and intangible impairment— — — %33,734 — — %
6,413 11,045 (41.9)%27,300 29,318 (6.9)%
Tax impact of adjusted items423 (126)— %(4,043)(533)— %
Adjusted Net Income$6,836 $10,919 (37.4)%$23,257 $28,785 (19.2)%
Weighted Average Dilutive Shares11,100 11,060 — %11,028 11,036 — %
Adjusted EPS (Diluted)$0.62 $0.99 (37.4)%$2.11 $2.61 (19.2)%




Reconciliation of Consolidated EBITDA and Adjusted EBITDA to Net Income (Loss)
(in thousands)Three months ended September 30,Nine months ended September 30,
20202019% Change20202019% Change
Net Income (Loss)$8,108 $10,527 (23.0)%$(11,184)$27,028 (141.4)%
Interest Expense3,530 3,706 (4.7)%10,088 10,262 (1.7)%
Income Taxes2,547 2,982 (14.6)%3,105 8,154 (61.9)%
Amortization of Intangible Assets4,158 5,014 (17.1)%13,345 14,985 (10.9)%
Depreciation and Other Amortization1,351 1,739 (22.3)%4,103 5,637 (27.2)%
EBITDA19,694 23,968 (17.8)%19,457 66,066 (70.5)%
Acquisition and CEO transition costs— 518 — %— 2,290 — %
Earn-out adjustment(1,695)— — %(3,095)— — %
Loss on sale of a business entity and certain assets— — — %8,214 — — %
Gain on sale of property— — — %(1,108)— — %
Severance— — — %739 — — %
Goodwill and intangible impairment— — — %33,734 — — %
Adjusted EBITDA$17,999 $24,486 (26.5)%$57,941 $68,356 (15.2)%








Reconciliation of Segment EBITDA and Adjusted EBITDA to Operating Income (Loss)
(in thousands)Three months ended September 30,Nine months ended September 30,
20202019% Change20202019% Change
Aviation
Operating Income (Loss)$1,586 $6,568 (75.9)%$(34,680)$14,820 (334.0)%
Depreciation and Amortization2,493 3,314 (24.8)%8,031 9,733 (17.5)%
EBITDA4,079 9,882 (58.7)%(26,649)24,553 (208.5)%
Earn-out adjustment(1,695)— — %(3,095)— — %
Loss on sale of a business entity and certain assets— — — %8,214 — — %
Gain on sale of property— — — %(1,108)— — %
Severance— — — %382 — — %
Goodwill and intangible asset impairment— — — %33,734 — — %
Adjusted EBITDA$2,384 $9,882 (75.9)%$11,478 $24,553 (53.3)%
Fleet
Operating Income$6,589 $7,843 (16.0)%$20,509 $22,388 (8.4)%
Depreciation and Amortization2,378 2,711 (12.3)%7,622 8,266 (7.8)%
EBITDA and Adjusted EBITDA$8,967 $10,554 (15.0)%$28,131 $30,654 (8.2)%
Federal & Defense
Operating Income$6,746 $4,524 49.1 %$18,441 $12,968 42.2 %
Depreciation and Amortization638 728 (12.4)%2,026 2,356 (14.0)%
EBITDA$7,384 $5,252 40.6 %$20,467 $15,324 33.6 %
Severance— — — %112 — — %
Adjusted EBITDA$7,384 $5,252 40.6 %$20,579 $15,324 34.3 %




The non-GAAP Financial Information set forth in this document is not calculated in accordance with U.S. generally accepted accounting principles ("GAAP") under SEC Regulation G. We consider Adjusted Net Income, Adjusted EPS (Diluted), EBITDA, Adjusted EBITDA, trailing-twelve months Adjusted EBITDA 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 executive succession costs, 1st Choice Aerospace acquisition-related costs including any earn-out adjustments, loss on sale of a business entity and certain assets, gain on sale of property, 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, and trailing-twelve months Adjusted EBITDA is defined as Adjusted EBITDA for the most recent twelve (12) month period ending September 30, 2020. Free cash flow represents operating cash flow less capital expenditures.









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 maintenance, repair and overhaul (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 us 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 September 30, 2020 for more details on our third quarter 2020 results. Also, refer to VSE’s Annual Report on Form 10-K for the year ended December 31, 2019 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 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 Securities Exchange Commission (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, 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 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, 2019. 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
(720) 778-2415
[email protected]



VSE Corporation and Subsidiaries

Unaudited Consolidated Balance Sheets
(in thousands except share and per share amounts)
September 30,December 31,
20202019
Assets
Current assets:
Cash and cash equivalents$551 $734 
Receivables, net59,135 70,630 
Unbilled receivables, net26,953 46,279 
Inventories, net230,816 218,627 
Other current assets24,874 19,071 
Total current assets342,329 355,341 
Property and equipment, net36,264 43,465 
Intangible assets, net107,754 132,175 
Goodwill238,126 276,450 
Operating lease right-of-use asset21,399 20,943 
Other assets24,759 17,490 
Total assets$770,631 $845,864 
Liabilities and Stockholders' equity  
Current liabilities:  
Current portion of long-term debt$19,441 $16,883 
Accounts payable63,011 68,099 
Current portion of earn-out obligation1,905 31,700 
Accrued expenses and other current liabilities48,746 46,514 
Dividends payable994 987 
Total current liabilities134,097 164,183 
Long-term debt, less current portion230,580 253,128 
Deferred compensation18,905 18,146 
Long-term operating lease obligations24,136 24,441 
Earn-out obligation, less current portion— 5,000 
Deferred tax liabilities12,456 17,865 
Total liabilities420,174 482,763 
Commitments and contingencies
Stockholders' equity:  
Common stock, par value $0.05 per share, authorized 15,000,000 shares; issued and outstanding 11,043,246 and 10,970,123, respectively552 549 
Additional paid-in capital31,494 29,411 
Retained earnings320,080 334,246 
Accumulated other comprehensive loss(1,669)(1,105)
Total stockholders' equity350,457 363,101 
Total liabilities and stockholders' equity$770,631 $845,864 




VSE Corporation and Subsidiaries

Unaudited Consolidated Statements of Income (Loss)
(in thousands except share and per share amounts)
 For the three months ended September 30,For the nine months ended September 30,
 2020201920202019
Revenues:
Products$80,942 $79,467 $243,031 $230,167 
Services84,563 118,859 268,607 327,189 
Total revenues165,505 198,326 511,638 557,356 
Costs and operating expenses:  
Products72,526 67,675 214,575 195,788 
Services73,751 107,881 238,441 298,228 
Selling, general and administrative expenses885 541 2,428 2,911 
Amortization of intangible assets4,158 5,014 13,345 14,985 
Total costs and operating expenses151,320 181,111 468,789 511,912 
14,185 17,215 42,849 45,444 
Loss on sale of a business entity and certain assets— — (8,214)— 
Gain on sale of property— — 1,108 — 
Goodwill and intangible asset impairment— — (33,734)— 
Operating income 14,185 17,215 2,009 45,444 
Interest expense, net3,530 3,706 10,088 10,262 
Income (loss) before income taxes10,655 13,509 (8,079)35,182 
Provision for income taxes2,547 2,982 3,105 8,154 
Net income (loss)$8,108 $10,527 $(11,184)$27,028 
Basic earnings (loss) per share$0.73 $0.96 $(1.01)$2.47 
Basic weighted average shares outstanding11,043,246 10,970,123 11,028,283 10,953,581 
Diluted earnings (loss) per share$0.73 $0.95 $(1.01)$2.45 
Diluted weighted average shares outstanding11,100,356 11,060,081 11,028,283 11,035,951 
Dividends declared per share$0.09 $0.09 $0.27 $0.26 




VSE Corporation and Subsidiaries

Unaudited Consolidated Statements of Cash Flows
(in thousands)
For the nine months ended September 30,
 20202019
Cash flows from operating activities:
Net (loss) income$(11,184)$27,028 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization18,213 20,622 
Deferred taxes(2,089)(1,230)
Stock-based compensation1,723 2,592 
Loss on sale of a business entity and certain assets8,214 — 
Gain on sale of property and equipment(928)— 
Goodwill and intangible asset impairment33,734 — 
Earn-out obligation fair value adjustment(3,094)— 
  Changes in operating assets and liabilities, net of impact of acquisitions:  
Receivables4,068 (2,380)
Unbilled receivables15,099 (12,896)
Inventories(27,566)(29,540)
Other current assets and noncurrent assets(2,119)(481)
Accounts payable and deferred compensation(3,290)11,793 
Accrued expenses and other current and noncurrent liabilities4,454 1,931 
Net cash provided by operating activities35,235 17,439 
Cash flows from investing activities:  
Purchases of property and equipment(2,956)(7,689)
Proceeds from the sale of property and equipment2,847 
Proceeds from the sale of a business entity and certain assets20,753 — 
Cash paid for acquisitions, net of cash acquired— (112,660)
Net cash provided by (used in) investing activities20,644 (120,345)
Cash flows from financing activities:  
Borrowings on loan agreement340,679 382,501 
Repayments on loan agreement(360,794)(274,969)
Earn-out obligation payments(31,701)— 
Payment of debt financing costs(636)— 
Payments of taxes for equity transactions(635)(955)
Dividends paid(2,975)(2,738)
Net cash (used in) provided by financing activities(56,062)103,839 
Net (decrease) increase in cash and cash equivalents(183)933 
Cash and cash equivalents at beginning of period734 162 
Cash and cash equivalents at end of period$551 $1,095 


VSEC Third Quarter 2020 Conference Call 29 October 2020


 
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 Securities Exchange Commission (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, 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 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, 2019. 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. 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, net leverage ratio, trailing-twelve month Adjusted EBITDA 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’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, and free cash flow represents operating cash flow less capital expenditures. Net leverage ratio is calculated as net debt (total principal debt less cash) 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 RAISE THE BAR


 
BUSINESS UPDATE Focused on business improvement, new business development and long-term strategy execution ORGANIC GROWTH INORGANIC GROWTH Business Development Product Line Expansion Change Management Acquisition Focus . Aviation: $100 million, 5-year . Aviation: Launched Landing . Incoming CFO: Announced . Launched initiative seeking exclusive distribution agreement Gear Initiative: Steve Griffin as Chief Financial accretive, net leverage-neutral with major landing gear Officer successor (Q4 2020) acquisition targets components manufacturer (1) Comprehensive landing . New Segment President: . Targeting “bolt-on” integration gear solution suite for Appointed Ben Thomas as of complementary assets into . Federal & Defense: Contract global airline and MRO President of Aviation segment existing business segment bidding activity +46% y/y YTD customers; structure 2020; won recompetes YTD . Aviation MRO system 2020, in addition to new contract (2) Parts distribution of integration/migration and . Current focus on aviation and awards proprietary and specialty corporate standardization, federal services, with products; system integrations and entity concentration on capabilities . Fleet: Non-USPS revenue consolidations in process and/or customer expansion (3) Services include: gear sales, increased +54% y/y in 3Q20 and . COVID-related cost reductions +48% on a TTM basis exchanges, repair management, kitting, 24/7 complete (announced April AOG service 2020) 3 RAISE THE BAR


 
3Q20 CONSOLIDATED PERFORMANCE Generated positive net income and free cash flow, while reducing debt outstanding • $165.5 million (16.5% y/y); excluding Prime Turbines and CT Aerospace (12.0% y/y) Sequential Revenue Growth • Q/Q revenue growth across all three segments in 3Q20, excluding non-recurring items • Commercial customer revenue of $49 million (22% y/y); Government customer revenue of $116.5 million (14% y/y) Sustained Profitability • GAAP net income of $8.1 million, or $0.73 per diluted share • Adjusted net income of $6.8 million, or $0.62, per diluted share • Operating cash flow of $12.4 million (7.4% y/y); free cash flow of $11.3 million (6.3% y/y); TTM 3Q20 Positive Free Cash Flow free cash flow of $30.9 million • Total adjusted EBITDA of $18.0 million (26.5% y/y); Aviation: $2.4 (75.9% y/y); Fleet: $9.0 million (15.0% y/y); FDS: $7.4 million, +40.6% y/y • Total cash and availability +3.3% q/q to $190.0 million Targeted Debt Reduction • Reduced total debt outstanding by $10.4 million q/q in 3Q20 • Net debt to TTM adjusted EBITDA as of 9/30/2020 was 3.1x 4 RAISE THE BAR


 
GAAP FINANCIAL SUMMARY 3Q20 and TTM(1) – Y/Y comparisons Total Revenue Operating Income (Loss)(2) • Y/Y revenue growth in Fleet ($MM) ($MM) offset by declines in Aviation $738.4 $706.9 and Federal & Defense $58.5 • Q/Q growth across all $198.3 $165.5 segments, less non-recurring $17.2 $14.2 $16.9 items: Aviation +16.1%, Fleet +9.5%, Federal & Defense +1% 3Q19 3Q20 TTM 3Q19 TTM 3Q20 3Q19 3Q20 TTM 3Q19 TTM 3Q20 • TTM 3Q20 results include $33.7 Net Income (Loss)(2) Diluted Earnings (Loss) Per Share(2) million non-cash impairment taken in Aviation segment in ($MM) ($ Per Share) 2Q20 $36.3 $3.29 • Maintained profitability during a $10.5 $8.1 $0.95 period of pandemic-related $0.73 disruption ($1.3) ($0.11) 3Q19 3Q20 TTM 3Q19 TTM 3Q20 3Q19 3Q20 TTM 3Q19 TTM 3Q20 (1) TTM is defined as the trailing twelve (12) month period ended September 30, 2020 and September 30, 2019, respectively. (2) Includes $33.7 million non-cash impairment within the Aviation segment during the second quarter 2020. 5 RAISE THE BAR


 
NON-GAAP FINANCIAL SUMMARY 3Q20 and TTM – Y/Y comparisons Adjusted Net Income Adjusted Diluted Earnings Per Share • Adjusted net income (38%) y/y ($MM) ($ Per Share) in 3Q20; (9%) on a TTM 3Q20 basis $38.3 $3.48 $34.8 $3.15 • Adjusted EBITDA (27%) y/y in $10.9 $0.99 3Q20 and (8%) on a TTM 3Q20 $6.8 $0.62 basis 3Q19 3Q20 TTM 3Q19 TTM 3Q20 3Q19 3Q20 TTM 3Q19 TTM 3Q20 • Adjusted EBITDA margin growth Adjusted EBITDA Adjusted EBITDA Margin in Federal & Defense offset by margin contraction in both ($MM) (%) $87.7 Aviation and Fleet $81.0 12.3% 11.9% 11.5% • 3Q20 adjusted net income 10.9% results exclude $1.3 million of $24.5 $18.0 non-recurring tax adjusted impact from the 1st Choice Aerospace earnout 3Q19 3Q20 TTM 3Q19 TTM 3Q20 3Q19 3Q20 TTM 3Q19 TTM 3Q20 6 RAISE THE BAR


 
CONSOLIDATED PERFORMANCE BRIDGE 3Q19 vs. 3Q20 – Y/Y comparisons Total Revenue Bridge • Aviation: Y/Y revenue decline ($MM) attributable to the adverse impact of the COVID-19 pandemic on commercial air $198.3 traffic, resulting in lower $8.4 $165.5 customer activity ($23.0) ($18.2) • Federal & Defense: Y/Y revenue decline attributable to previously disclosed contract expiration with DoD customer in 1Q20 Total Adjusted EBITDA Bridge ($MM) • Fleet: Y/Y revenue growth supported by higher sales from $24.5 commercial fleet, eCommerce $2.1 $0.5 $18.0 fulfillment and completion of ($7.5) non-recurring PPE order ($1.6) 7 RAISE THE BAR


 
AVIATION Revenue declined due to COVID impact on air travel, but increased +16% q/q Aviation Segment Revenue Aviation Segment Operating Income (Loss) • Strategic Focus: Build scalable ($MM) foundation for growth; target ($MM) share gains; new product and $18.6 $17.8 service introductions $206.4 $187.4 $169.9 $6.6 $6.0 $163.6 $1.6 $1.6 ($31.6) $0.4 • $59.2 Sequential Growth: 3Q20 $48.9 $36.2 $36.2 revenue, less divestitures, increased 16% q/q due to share gains in distribution business & 3Q19 3Q20 TTM 3Q19 TTM 3Q20 3Q19 3Q20 TTM 3Q19 TTM 3Q20 recovery in B&GA Aviation Segment Revenue, as Reported Aviation Operating Income, as Reported Aviation Segment Revenue, Less Prime Turbines & CT Aerospace Aviation Op. Income, Less Prime Turbines, CT Aerospace & Impairment • Business Development: Announced $20 million distribution agreement w/ Aviation Segment Adjusted EBITDA Aviation Segment Adjusted EBITDA Margin Honeywell in July; $100 million ($MM) (%) landing gear distribution $30.6 16.7% 18.2% 17.1% agreement with major OEM in $28.0 14.8% $17.1 $14.5 9.1% 8.5% October $9.9 $8.9 6.6% 6.6% $2.4 $2.4 • New Leadership: Ben Thomas 3Q19 3Q20 TTM 3Q19 TTM 3Q20 3Q19 3Q20 TTM 3Q19 TTM 3Q20 named new President of Aviation Adjusted EBITDA, as Reported Aviation Adjusted EBITDA Margin, as Reported Aviation segment in October 2020 Aviation Adjusted EBITDA, Less Prime Turbines & CT Aerospace Aviation Adjusted EBITDA Margin, Less Prime Turbines & CT Aerospace 8 RAISE THE BAR


 
FLEET 107% y/y growth in commercial (eCommerce fulfillment) offset lower USPS revenue in Q3 Fleet Segment Revenue Fleet Segment Operating Income • Strategic Focus: Commercial ($MM)(1) ($MM)(1) fleet and e-commerce fulfillment market expansion $241.8 $29.5 $29.5 opportunity $213.7 $213.7 $215.2 $27.9 $27.9 $55.4 $55.4 $63.7 $56.6 $7.8 $7.8 $6.6 $6.6 • Shifting Sales Mix: Increased mix of lower margin commercial revenue 3Q19 3Q20 TTM 3Q19 TTM 3Q20 3Q19 3Q20 TTM 3Q19 TTM 3Q20 Fleet Segment Revenue, as Reported Fleet Segment Op Income, as Reported Fleet Segment Revenue, less non-recurring PPE order impact Fleet Segment Op Income, less non-recurring PPE order impact • Non-USPS Revenue Growth: Increased ~54% y/y, supported Fleet Segment Adjusted EBITDA Fleet Segment Adjusted EBITDA Margin by commercial fleet and other government customers ($MM)(1) $40.7 $40.7 $38.4 $38.4 (%)(1) 19.1% 19.1% 19.0% 19.0% 17.8% 14.1% 15.9% 15.9% • Rebranding Initiative: Wheeler $10.6 $10.6 $9.0 $9.0 Bros. rebranded to Wheeler Fleet Solutions – repositioned 3Q19 3Q20 TTM 3Q19 TTM 3Q20 for commercial fleet market 3Q19 3Q20 TTM 3Q19 TTM 3Q20 Fleet Segment Adjusted EBITDA, as Reported Fleet Segment Adjusted EBITDA Margin, as Reported Fleet Segment Adjusted EBITDA, less non-recurring PPE order impact Fleet Segment Adjusted EBITDA Margin, less non-recurring PPE order impact (1) Excludes non-recurring impact of PPE equipment order from a government customer; excludes revenue and corporate allocation impact. 9 RAISE THE BAR


 
FEDERAL & DEFENSE Y/Y improvement in both margin realization and Adjusted EBITDA in 3Q20 Federal & Defense Segment Revenue Federal & Defense Segment Operating Income ($MM) ($MM) $318.2 $23.6 • Strategic Focus: Expand market $277.6 focus; increase bidding activity; $16.5 grow funded backlog; build pipeline of new contract awards and successful recompetes $83.8 $6.7 $65.6 $4.5 • Increased Bidding Activity: Nine 3Q19 3Q20 TTM 3Q19 TTM 3Q20 3Q19 3Q20 TTM 3Q19 TTM 3Q20 months ended 2020, total contracts bids increased 46% Federal & Defense Segment Adjusted EBITDA Federal & Defense Segment Adjusted EBITDA Margin y/y ($MM) (%) 11.3% $26.5 9.5% $19.9 • Margin Expansion: Favorable 6.3% 6.3% contract mix supported 500 bps expansion in adjusted EBITDA $7.4 margin $5.3 3Q19 3Q20 TTM 3Q19 TTM 3Q20 3Q19 3Q20 TTM 3Q19 TTM 3Q20 10 RAISE THE BAR


 
MAINTAINING BALANCE SHEET OPTIONALITY Second consecutive quarter of debt reduction; ~$190 million of excess availability on lending facilities Free Cash Flow Total Net Debt • Strategic Focus: Long term ($ MM) ($ MM) target to reduce net leverage to below 3x; ROIC-driven capital $35.5 $30.9 $267.4 allocation strategy $249.4 • Free Cash Flow: Despite lower revenue base, free cash flow $12.0 $11.3 declined only marginally on a y/y basis in 3Q20 3Q19 3Q20 TTM 3Q19 TTM 3Q20 3Q19 3Q20 • Debt Reduction: Reduced total outstanding debt by $10.4 million in 3Q20, driven by Ratio of Net Debt to TTM Unused Commitments on Term Loan positive free cash flow Adjusted EBITDA(1) and Revolving Credit Facility ($ MM) generation 3.1 x 3.1 x $190.0 2.5 x • Strong liquidity profile: Total $103.0 availability on lending facilities increased $87 million y/y to approximately $190 million 3Q19 3Q20 Long-Term Target 3Q19 3Q20 (1) Net Debt is defined as total debt less cash and cash equivalents; TTM Adjusted EBITDA is defined as Adjusted EBITDA for the most recent twelve (12) calendar months. 11 RAISE THE BAR


 
APPENDIX 12


 
GAAP TO NON-GAAP RECONCILIATIONS Adjusted Net Income and Adjusted EPS (Diluted) (in thousands) Three Months Ended September 30, 2020 2019 % Change Net Income $8,108 $10,527 (23)% Adjustments to Net Income: Acquisition and CEO transition costs — 518 Earn-outadjustment (1,695) — Tax impact of adjusted items (1) 423 (126) Adjusted Net Income $6,836 $10,919 (37)% Diluted weighted average shares 11,100 11,060 Adjusted EPS (Diluted) $0.62 $0.99 (37)% (1) Calculation uses an estimated statutory tax rate on non-GAAP tax deductible adjustments. 13 RAISE THE BAR


 
GAAP TO NON-GAAP RECONCILIATIONS EBITDA and Adjusted EBITDA (in thousands) Three Months Ended September 30, 2020 2019 % Change Net Income $8,108 $10,527 (23)% Interest expense 3,530 3,706 (5)% Income taxes 2,547 2,982 (15)% Amortization of intangible assets 4,158 5,014 (17)% Depreciation and other amortization 1,351 1,739 (22)% EBITDA $19,694 $23,968 (18)% Acquisition and CEO transition costs — 518 Earn-out adjustment (1,695) — Adjusted EBITDA $17,999 $24,486 (27)% 14 RAISE THE BAR


 
GAAP TO NON-GAAP RECONCILIATIONS Segment EBITDA and Adjusted EBITDA (in thousands) Three Months Ended September 30, 2020 2019 % Change Aviation: Operating Income $1,586 $6,568 (76)% Depreciation and Amortization 2,493 3,314 (25)% EBITDA $4,079 $9,882 (59)% Earn-out adjustment (1,695) — Adjusted EBITDA $2,384 $9,882 (76)% Fleet: Operating Income $6,589 $7,843 (16)% Depreciation and Amortization 2,378 2,711 (12)% EBITDA and Adjusted EBITDA $8,967 $10,554 (15)% Federal & Defense: Operating Income $6,746 $4,524 49% Depreciation and Amortization 638 728 (12)% EBITDA and Adjusted EBITDA $7,384 $5,252 41% 15 RAISE THE BAR


 
GAAP TO NON-GAAP RECONCILIATIONS Net Leverage Ratio (in thousands) September 30, 2020 2019 Principal amount of debt $252,685 $270,266 Less: Debt issuance costs (2,664) (1,735) Less: Cash and cash equivalents (551) (1,095) NetDebt $249,470 $267,436 TTM Adjusted EBITDA(1) $81,036 $87,690 Net Leverage Ratio 3.1x 3.1x (1) TTM Adjusted EBITDA is defined as Adjusted EBITDA for the most recent twelve (12) month period ending September 30, 2020 and September 30, 2019, respectively. 16 RAISE THE BAR


 
CORPORATE OVERVIEW 17


 
CORPORATE PROFILE Pure-Play Aftermarket & MRO Services Company Providing 2019 2019 Aftermarket Revenue Adj. EBITDA Services $750+M since 1959 $90+M Public Company Active Worldwide NASDAQ: Customers Facilities Employees ~1,900 VSEC 6,200+ 55+ 18 RAISE THE BAR


 
DIVERSIFIED REVENUE MIX AVIATION FLEET FEDERAL & DEFENSE Distribution & MRO Services Distribution & Fleet Services Logistics & Sustainment Services » Aftermarket repair and distribution » Aftermarket support, parts supply, » Aftermarket maintenance, repair and services to commercial, cargo, inventory management, e-commerce overhaul (MRO) and logistics for general aviation, military/defense fulfillment for medium- and heavy-duty military vehicles, ships and aircraft for and rotorcraft customers globally truck/fleet owners federal and defense agencies » Supply chain and parts distribution » Customized fleet logistics » Base operations support (BOS) » Maintenance, repair and overhaul » Parts distribution and warehousing » Procurement and supply chain (MRO) services management » Just-in-Time supply chain management » Component and engine accessory » Aircraft, vehicle and marine maintenance » Kitting; alternative product sourcing sustainment services » Rotable exchanges and sales » Engineering and technical support » IT services and energy consulting 100% Aftermarket Services 19 RAISE THE BAR


 
STRATEGIC OVERVIEW Our Unique Value Proposition Pure-Play Aftermarket Technical Expertise Independent, focused parts and Team of industry experts with technical and services provider transportation asset repair experience Customer- & Supplier-Centric Agile Ability to offer bespoke offerings to Lean operating model, support customers and suppliers empowered business units Experience Transportation Asset Experience 60+ year history of proven performance, Support for land, sea and air transportation aftermarket service excellence assets from new-generation to legacy and end-of-life assets 20 RAISE THE BAR


 
CORPORATE LEADERSHIP TEAM Robert Moore John Cuomo Tom Loftus Elizabeth Huggins Krista Stafford Ben Thomas Chad Wheeler President, President and CEO Chief Financial Officer VP of Strategy, Chief Human Resources President, President, Federal & Defense Chief of Staff Officer Aviation Wheeler Fleet Solutions Services . . . 20+ years of aerospace . 40+ years of . 17+ years of . 15+ years of experience . 25+ years of 11+ years experience 30+ years of supply distribution and aerospace, federal/ experience in business in Human Resources, experience in the in the aerospace chain industry aftermarket experience services market defense and supply development, Learning and aerospace/ defense distribution & services industry experience chain distribution integration and Organizational industry . President of Fleet experience aerospace consulting Development sectors . Appointed Chief . Joined VSE as segment/Wheeler . Executive Officer and . CFO of VSE . Joined VSE as Chief of . Joined VSE as the Chief President of Federal & Appointed President since 2013 of VSE Aviation President of VSE Corporation since Staff and Corporate Human Resources Defense Services in . Executive October 2020 Corporation April 2019 2002; retiring Dec. 31, Vice President of Officer January 2020 2019 management of 2020 Strategy in 2019 . . Previously served as . Previously served as . Extensive leadership Previously managed operations, aftermarket growth government contract Vice President and . Manages the financial . Leads strategic Vice President, Human experience with DoD strategies for Boeing administration, supply General Manager of and accounting planning, growth and Resources at Boeing and Federal agencies Boeing Distribution operations for the business development Distribution Services providing Engineering, Global Services and chain initiatives and KLX Aerospace business development Services consolidated initiatives Logistics and corporation Sustainment solutions Solutions 21 RAISE THE BAR


 
INVESTMENT OPPORTUNITY Diversified Aftermarket/MRO Play with Stable End-Market Exposure Experience Leadership Balance 60+ years of aftermarket experience CEO from KLX-Boeing, public- Stable, balanced customer mix; and service excellence supporting company experienced growth leader; ~60% government revenue 80% recompete success rate on Chairman is former Commander-in- balanced with ~40% higher-margin multi-year government contracts Chief, NORAD & U.S. Northern potential commercial customers Command Agile Focused Well-Capitalized Entrepreneurial and decentralized Shift toward leveraging core Efficient capital structure and organization aligned to support competencies to support customer, liquidity to support growth; customers, suppliers and product and service organic growth targeting net leverage below 3x shareholders opportunities 22 RAISE THE BAR


 
GROWTH STRATEGY 23


 
STRATEGIC OVERVIEW Roadmap for Growth Organic Growth Factors Inorganic Growth Requirements . Increase market penetration of new/existing accounts Focused, disciplined acquisition strategy targeting: . Geographic expansion outside North America . Product, customer, service or geographic expansion . Targeted growth of new product additions . Full integration into existing business segment . Expand repair, logistic and capability service offering . Financially accretive approach and process . Focus on select, higher margin offerings . Net leverage neutral acquisitions 24 RAISE THE BAR


 
AVIATION SEGMENT OVERVIEW AVIATION Key Customers Providing aftermarket MRO and distribution services to commercial, cargo, business and general aviation, military/defense and rotorcraft customers globally. Offerings include: 1. Parts distribution and supply chain services 2. Component and engine accessory maintenance 3. Maintenance, repair and overhaul (MRO) services 4. Rotable exchanges and sales 25 RAISE THE BAR


 
AVIATION SEGMENT >> MRO CAPABILITY DEVELOPMENT New MRO offerings to support broadest range of aircraft components and engine accessory repair; specifically in fuel and hydraulics, engine components and accessories, interiors, auxiliary power units (APU), avionics >> DISTRIBUTION PRODUCT EXPANSION GROWTH New proprietary OEM product additions to support aftermarket airframe, engine and interior platforms FACTORS >> INTERNATIONAL EXPANSION Expansion in core aerospace markets for MRO and distribution >> NEW CUSTOMERS Market share gain for existing MRO and distribution capabilities with new Commercial and B&GA customers, and new market expansion into aerospace defense markets 26 RAISE THE BAR


 
FLEET SEGMENT OVERVIEW FLEET (formerly Supply Chain Management Group) Key Customers Providing parts, sourcing, inventory management, e-commerce fulfillment, logistics, supply chain management and other services to federal and commercial aftermarket truck and fleet owners. Offerings include: 1. High-duty cycle, medium- and heavy-duty vehicle parts distribution 2. Just-in-Time supply chain management 3. Customized fleet logistics and IT solutions 4. Technical support, engineering, sourcing, warehousing and kitting 27 RAISE THE BAR


 
FLEET SEGMENT >> CUSTOMER DIVERSIFICATION Expansion of commercial customer base to support new medium to large, high-duty cycle fleet customers >> SHARE OF WALLET EXPANSION Product expansion to existing Just-in-Time clients GROWTH >> MAINTAIN THE CORE FACTORS Continue to support USPS fleet and DoD vehicle parts >> PRODUCT EXPANSION Addition of both new product offerings and growth in private label product >> GEOGRAPHIC EXPANSION Geographic expansion beyond Northeast United States 28 RAISE THE BAR


 
FEDERAL & DEFENSE SEGMENT OVERVIEW FEDERAL & DEFENSE (formerly Federal Services Group) Key Customers Providing aftermarket maintenance, repair and overhaul (MRO) and logistics services to improve operational readiness and the useful life of military vehicles, marine vessels and aircraft for the U.S. armed forces, federal agencies and international defense customers. Offerings include: 1. Equipment maintenance, repair and overhaul services 2. Base operations support 3. Transportation and freight services 4. Logistics, procurement and supply chain support 5. Engineering and technical solutions 6. IT and Energy consulting services 29 RAISE THE BAR


 
FEDERAL & DEFENSE SEGMENT >> INVESTMENT Expand core business development and contracting solutions to increase share of budget with current and new customers >> LEVERAGE CORE COMPETENCY Expand base operations support for U.S. Air Force, U.S. Army and U.S Navy GROWTH >> MARKET EXPANSION Increase military aviation services with product/supply chain and repair services; transition toward higher mix of fixed-price contracts FACTORS >> CAPABILITY DEVELOPMENT Broaden DoD logistics/supply chain offering to support market demand >> INTERNATIONAL GROWTH Utilize success in foreign markets to support foreign military sales opportunities >> CONSULTING EXPANSION IT and Energy consulting services growth 30 RAISE THE BAR


 
AVIATION SEGMENT >> INDEPENDENCE Niche single-source aftermarket focus with only repair and distribution capabilities >> AGILITY WHY WE Organization structure provides rapid response, reliable support and bespoke support for customers and OEM supplier partners WIN >> TECHNICAL EXPERTISE Distribution and MRO product knowledge to support OEM product lines with application focus and repair with in-house testing and technical expertise >> INVENTORY & PLANNING Right-sized inventory forecasting model to capture unplanned aftermarket demand for parts supply, rotables and repair 31 RAISE THE BAR


 
FLEET SEGMENT >> UNIQUE MARKET OFFERING Stocking Distributor + Technology Solutions + Consigned Parts Provider >> NICHE CUSTOMER FOCUS Medium to large, high-duty cycle, delivery and vocational fleets; 500,000 stocking SKUs and 700+ manufacturers represented WHY WE >> PROPRIETARY INVENTORY MANAGEMENT WIN Just-in-Time inventory and fleet management software and systems >> TECHNICAL CAPABILITIES Reverse engineering, design analysis, rapid prototyping, short-run production and in-house testing >> PRIVATE LABEL PARTS Customized engineered solutions, alternatives for out of service product, and quality sourced at tier one level 32 RAISE THE BAR


 
FEDERAL & DEFENSE SEGMENT >> PAST PERFORMANCE 60+ year history of program execution and past performance across all land, sea and air transportation platforms >> INDUSTRY EXPERTISE Technical, subject matter-experienced team with extensive repair knowledge to support difficult-to-maintain assets WHY WE >> LEGACY ASSET SPECIALIST WIN Product sourcing, supply chain and logistics for legacy and end of lifecycle assets >> EXTENSIVE CAPBILITIES Diverse capability offering to support programs from base operations support to supply chain and repair, IT and consulting >> CAPABLITIY CUSTOMIZATION Partnering with customers for tailor-made solutions aligned with their specific mission needs 33 RAISE THE BAR