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

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

Date of Report (Date of earliest event reported): July 29, 2020

VSE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
 
0-3676
 
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 July 29 2020, VSE Corporation (the “Company”) issued a press release reporting its financial results for the second quarter ended June 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 July 29, 2020, entitled, "VSE Corporation Announces Second Quarter 2020 Results."

99.2 VSE Corporation Earnings Presentation for the Second 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:
July 29, 2020
By:
/s/ Thomas R. Loftus
 
 
 
Thomas R. Loftus
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
 






vselogonewa01.jpg
VSE Corporation Announces Second Quarter 2020 Results

ALEXANDRIA, Va., July 29, 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 second quarter 2020.

SECOND QUARTER 2020 SUMMARY RESULTS AS COMPARED TO THE SECOND QUARTER 2019

Total Revenues of $168.7 million decreased 10.8%
Total Revenues, excluding the impact Prime Turbines divestiture, decreased 6.8%
GAAP Net Loss of $22.6 million decreased $32.5 million due to a non-cash impairment charge
Adjusted Net Income of $6.6 million decreased 35.8%
Total Adjusted EBITDA of $17.2 million decreased 27.1%
GAAP EPS (Diluted) of $(2.05)/share decreased $2.94/share
Adjusted EPS (Diluted) of $0.60/share decreased $0.33/share
Operating Cash Flow of $16.0 million increased $13.0 million
Free Cash Flow(1) of $14.9 million increased $17.6 million

(1) Cash provided by operating activities less capital expenditures

For the three months ended June 30, 2020, the Company reported total revenue of $168.7 million, versus $189.1 million for the same period ended 2019. Total revenue in the second quarter 2020, excluding contributions from Prime Turbines, an Aviation segment subsidiary sold in February 2020, was $168.7 million, versus $181.1 million in the same period of 2019. The Company reported adjusted net income of $6.6 million or $0.60 per adjusted diluted share, compared to $10.3 million or $0.93 per adjusted diluted share in the prior-year period. Adjusted EBITDA declined to $17.2 million in second quarter 2020, versus $23.7 million for the same period in 2019. The Company generated $14.9 million in free cash flow during the second quarter 2020, versus $(2.7) million in the prior-year period. VSE reduced total debt outstanding by $13.2 million during the second quarter 2020.

Aviation segment revenue, excluding Prime Turbines, declined 31% on a year-over-year basis in the second quarter 2020. Revenue passenger miles at major airline customers declined materially on a year-over-year basis due to the impact of the COVID-19 pandemic, resulting in lower demand for aftermarket supply and MRO services during the second quarter. Federal & Defense segment revenue declined 18.7% on a year-over-year basis primarily due to the completion of DoD program work in January 2020. Fleet segment revenue increased 32.4% on a year-over-year basis due primarily to a large, non-recurring order for COVID-19 related personal protective equipment (PPE) supplies from a government customer.

During the three months ended June 30, 2020, VSE recognized (1) a non-cash impairment charge of $30.9 million as the fair value of its Aviation reporting unit was below its carrying value due to the current decline in global aviation demand for aftermarket distribution and MRO services associated with the pandemic; and (2) a non-cash impairment charge of $2.8 million for intangible assets related to CT Aerospace assets. This resulted in a $33.7 million goodwill and intangible asset non-cash impairment charge for the three and six months ended June 30, 2020.


STRATEGY UPDATE

VSE continued to execute on a multi-year strategy during the second quarter that includes new business development initiatives across each of its aftermarket supply chain and MRO end-markets, the divestiture of non-core, lower-margin businesses, the integration of acquired assets, increased balance sheet discipline and targeted cost reductions to enhance the overall efficiency of the organization.

New business development. All business segments reported new business development successes during the second quarter. The Federal & Defense segment won both new contract awards and recompete awards. During the first half of 2020, Federal & Defense segment won more than $116 million in new customer awards, versus





$32 million in the same period of 2019. For this segment, the total number of contract bids increased by more than 30% in the first half of 2020, when compared to the first half of 2019. The Fleet segment grew commercial sales by 67.5% in the second quarter. Also, during the quarter, the Aviation segment added new MRO capabilities and entered into new agreements to support distribution product line growth.

Divestiture of non-core assets. During the second quarter 2020, VSE completed the sale of assets related to CT Aerospace, a provider of engine acquisition and leasing, spare and insurable parts inventories. VSE sold the assets for the full book value of all inventory. In accordance with the Company’s recently disclosed strategic plan, the go-to-market focus of the Aviation segment will concentrate on higher growth component and engine accessory MRO and parts distribution to support the Commercial and Business and General Aviation markets.

Balance sheet discipline. During the second quarter, VSE generated positive free cash flow that was used to continue to pay its quarterly cash dividend and reduce total debt outstanding. VSE also acted to reduce working capital requirements during the period, including an initiative to reduce inventory levels across the business.

Targeted cost reductions. As previously announced in April 2020, VSE reduced approximately $13 million in annualized costs from the organization. These reductions were mainly focused on the Company’s Aviation segment as VSE took action to align its cost structure with the current demand environment. Total cost reduction impact in the second quarter was $1 million, and approximately $6 million is expected in the second half of 2020.


MANAGEMENT COMMENTARY

“During the last twelve months, we positioned VSE to become a leaner, scalable, more profitable business with differentiated value propositions capable of achieving sustained growth,” stated John Cuomo, President and CEO of VSE Corporation. “While the COVID-19 pandemic presents a unique set of near-term challenges for our business, we quickly adapted to the current environment through a series of targeted divestitures, cost reductions and new business development initiatives. Our go-to-market strategy continues to gain traction, as evidenced by multiple new contract awards and successful recompetes announced in recent months. On a combined basis, we expect these collective actions will position us to generate positive adjusted net income and free cash flow for the full-year 2020.”

“We currently anticipate sequential (quarter-over-quarter) growth in Aviation segment revenue and earnings during the third quarter of 2020," continued Cuomo. "In recent quarters, we have taken decisive action to improve the efficiency of our Aviation segment. These actions include an ongoing program to integrate our business units, which will reduce our go-to-market Aviation entities from seven to two, thereby establishing market-leading business units that serve distribution and MRO customers. Additionally, this includes the exiting of three Aviation site locations, and the reduction of more than $13 million of annualized costs from the Company.

“While the pace of recovery in our Aviation segment will be gradual and uncertain, we have created a strong foundation for growth as market conditions improve, including the continued expansion of MRO capabilities and distribution product offerings” stated Cuomo. “Before year-end 2020, we intend to name a new head of Aviation that will help to lead this business into its next phase of growth.”

“New business development remains our top management priority across each reporting segment,” continued Cuomo. “Bidding activity within our Federal & Defense segment increased on a year-over-year basis in the first half of 2020, resulting in multiple new wins and successful recompetes. During July 2020 alone, we announced more than $42 million in new bookings. In our Fleet segment, commercial revenue increased by 67.5% on a year-over-year basis. During the second quarter, we added new products and capabilities in our Aviation and Fleet segments, both of which will support revenue and earnings growth in the second half of 2020.”

“Cash and liquidity increased on both a sequential and year-over-year basis in the second quarter, while net debt declined to the lowest level in nearly two years,” continued Cuomo. “We are well capitalized to support the growth of our business, while maintaining a high level of balance sheet discipline. We remain focused on achieving increased capital efficiency through improved inventory and cash management, while balancing customer requirements to ensure the highest level of service on a global scale.”









SEGMENT RESULTS

AVIATION
Distribution & MRO Services

VSE’s Aviation segment provides aftermarket distribution and maintenance, repair and overhaul ("MRO") 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 Prime Turbines, decreased 31% year-over-year to $32.2 million in the second quarter 2020, versus $47.0 million in the same period in 2019. 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 activity. The Aviation segment recorded an operating loss of 34.4 million in the second quarter, versus operating income of $5.2 million in the prior-year period. The operating loss was due to a 33.7 million non-cash impairment charge and $0.7 million non-cash loss for the sale of CT Aerospace assets. Adjusted EBITDA decreased 86.0% to $1.2 million in the second quarter 2020.


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 32.4% year-over-year to $71.2 million in the second quarter 2020. Revenues from sales to other government customers increased approximately $15.3 million or 36.3%. Other government customer revenue included pass-through sales of approximately $19.5 million for partial fulfillment of a non-recurring $26.6 million order for COVID-19 PPE supplies. Revenues from commercial customers increased approximately $3.4 million or 67.5%, driven by growth in the e-commerce fulfillment business. Operating income declined 7.2% year-over-year to $7.0 million in the second quarter 2020. Fleet segment Adjusted EBITDA decreased 7.1% year-over-year in the second quarter 2020 to $9.6 million. Adjusted EBITDA margin for the segment was 13.5%. After the 510 basis point impact as a result of the PPE order and allocated corporate costs in the second quarter, the Adjusted EBITDA margin was 18.6%.
 

FEDERAL & DEFENSE
Logistics & Sustainment Services

VSE's Federal & Defense segment provides aftermarket MRO and logistics services to improve operational readiness and 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 18.7% year-over-year to $65.3 million in the second quarter of 2020. Operating income increased 33.9% year-over-year to $6.8 million in the second quarter 2020. Federal & Defense segment Adjusted EBITDA increased 29.0% year-over-year in the second quarter 2020 to $7.5 million.

Federal & Defense segment bookings decreased 37.5% year-over-year to $45 million, while funded backlog declined 36.4% year-over-year to $171 million. The decline in funded backlog was attributable to the expiration of a contract in January 2020 and delay of new business awards. During the month of July, we announced $42 million of new bookings. The Company continues to be focused on revitalizing this business with an emphasis on growing backlog and developing a channel of new customer activity in the current year.









FINANCIAL RESOURCES AND LIQUIDITY

As of June 30, 2020, the Company had $184 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 June 30, 2020, VSE had total net debt outstanding of $260 million and $88 million of trailing-twelve months Adjusted EBITDA.

On June 29, 2020, VSE amended its credit facility with its bank group to provide increased financial covenant flexibility given market volatility resulting from the COVID-19 pandemic. Prior to the Amendment, VSE was in compliance with all of its financial covenants as of June 29, 2020, as defined under the credit facility. The Amendment provided, among other things, (i) an increase to the maximum Total Funded Debt to EBITDA Ratio permitted for certain periods; (ii) an adjustment to the definition of the Fixed Charge Coverage Ratio; and (iii) an adjustment to the ranges of the interest rates and commitment fee payable to the banks. The Amendment does not modify the loan commitments or extend the term. For more information, please refer to the Current Report on Form 8-K filed with the SEC on June 29, 2020.


CONFERENCE CALL

A conference call will be held Thursday, July 30, 2020 at 11:00 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=140478

To listen to a replay of the teleconference through August 13, 2020:
Domestic Replay:    (844) 512-2921
International Replay:     (412) 317-6671
Replay PIN Number:    13706117






























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.


SECOND QUARTER RESULTS
(in thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2020
 
2019
 
% Change
 
2020
 
2019
 
% Change
Revenues
 
$
168,715

 
$
189,111

 
(10.8
)%
 
$
346,133

 
$
359,030

 
(3.6
)%
Operating (loss) income
 
$
(21,910
)
 
$
16,416

 
(233.5
)%
 
$
(12,176
)
 
$
28,229

 
(143.1
)%
Net (loss) income
 
$
(22,624
)
 
$
9,898

 
(328.6
)%
 
$
(19,292
)
 
$
16,501

 
(216.9
)%
EPS (Diluted)
 
$
(2.05
)
 
$
0.89

 
(330.3
)%
 
$
(1.75
)
 
$
1.50

 
(216.7
)%

Second Quarter Segment Results

The following is a summary of revenues and operating (loss) income for the three and six months ended June 30, 2020 and June 30, 2019:
(in thousands)
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2020
 
2019
 
% Change
 
2020
 
2019
 
% Change
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
Aviation
 
$
32,221

 
$
54,997

 
(41.4
)%
 
$
90,301

 
$
104,367

 
(13.5
)%
Fleet
 
71,222

 
53,805

 
32.4
 %
 
124,426

 
105,509

 
17.9
 %
Federal & Defense
 
65,272

 
80,309

 
(18.7
)%
 
131,406

 
149,154

 
(11.9
)%
Total Revenues
 
$
168,715

 
$
189,111

 
(10.8
)%
 
$
346,133

 
$
359,030

 
(3.6
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating (Loss) Income:
 
 
 
 
 
 
 
 
 
 
 
 
Aviation
 
$
(34,387
)
 
$
5,204

 
(760.8
)%
 
$
(36,267
)
 
$
8,252

 
(539.5
)%
Fleet
 
7,014

 
7,557

 
(7.2
)%
 
13,920

 
14,545

 
(4.3
)%
Federal & Defense
 
6,772

 
5,059

 
33.9
 %
 
11,696

 
8,444

 
38.5
 %
Corporate/unallocated expenses
 
(1,309
)
 
(1,404
)
 
(6.8
)%
 
(1,525
)
 
(3,012
)
 
(49.4
)%
Operating (Loss) Income
 
$
(21,910
)
 
$
16,416

 
(233.5
)%
 
$
(12,176
)
 
$
28,229

 
(143.1
)%
 
 
 
 
 
 
 
 
 
 
 
 
 


The Company reported total capital expenditures in the second quarter of $1.1 million.
















NON-GAAP FINANCIAL INFORMATION

Reconciliation of Adjusted Net Income and Adjusted EPS to Net (Loss) Income
 
(in thousands)
 
Three months ended June 30,
 
Six months ended June 30,
 
 
 
2020
 
2019
 
% Change
 
2020
 
2019
 
% Change
Net (Loss) Income
 
$
(22,624
)
 
$
9,898

 
(328.6
)%
 
$
(19,292
)
 
$
16,501

 
(216.9
)%
Adjustments to Net (Loss) Income:
 
 
 
 
 
 
 
 
 
 
 

 
Acquisition and CEO Transition Costs
 

 
505

 
 %
 

 
1,626

 
 %
 
Earn-out adjustment
 
(1,700
)
 

 
 %
 
(1,399
)
 

 
 %
 
Loss on sale of a business entity and certain assets
 
678

 

 
 %
 
8,214

 

 
 %
 
Gain on sale of property
 

 

 

 
(1,108
)
 

 
 %
 
Severance
 
739

 

 
 %
 
739

 

 
 %
 
Goodwill and intangible impairment
 
33,734

 

 
 %
 
33,734

 

 
 %
 
 
10,827

 
10,403

 
4.1
 %
 
20,888

 
18,127

 
15.2
 %
 
Tax impact of adjusted items
 
(4,230
)
 
(126
)
 
 %
 
(4,466
)
 
(406
)
 
 %
Adjusted Net Income
 
$
6,597

 
$
10,277

 
(35.8
)%
 
$
16,422

 
$
17,721

 
(7.3
)%
Weighted Average Dilutive Shares
 
11,041

 
11,073

 
 %
 
11,021

 
11,024

 
 %
Adjusted EPS (Diluted)
 
$
0.60

 
$
0.93

 
(35.5
)%
 
$
1.49

 
$
1.61

 
(7.5
)%


Reconciliation of Consolidated EBIDTA and Adjusted EBITDA to Net (Loss) Income
(in thousands)
 
Three months ended June 30,
 
Six months ended June 30,
 
 
 
2020
 
2019
 
% Change
 
2020
 
2019
 
% Change
Net (Loss) Income
 
$
(22,624
)
 
$
9,898

 
(328.6
)%
 
$
(19,292
)
 
$
16,501

 
(216.9
)%
 
Interest Expense
 
3,072

 
3,398

 
(9.6
)%
 
6,558

 
6,556

 
 %
 
Income Taxes
 
(2,358
)
 
3,120

 
(175.6
)%
 
558

 
5,172

 
(89.2
)%
 
Amortization of Intangible Assets
 
4,464

 
4,980

 
(10.4
)%
 
9,187

 
9,971

 
(7.9
)%
 
Depreciation and Other Amortization
 
1,231

 
1,752

 
(29.7
)%
 
2,752

 
3,499

 
(21.3
)%
EBITDA
 
(16,215
)
 
23,148

 
(170.0
)%
 
(237
)
 
41,699

 
(100.6
)%
 
Acquisition and CEO transition costs
 

 
505

 
 %
 

 
1,626

 
 %
 
Earn-out adjustment
 
(1,700
)
 

 
 %
 
(1,399
)
 

 
 %
 
Loss on sale of a business entity and certain assets
 
678

 

 
 %
 
8,214

 

 
 %
 
Gain on sale of property
 

 

 
 %
 
(1,108
)
 

 
 %
 
Severance
 
739

 

 
 %
 
739

 

 
 %
 
Goodwill and intangible impairment
 
33,734

 

 
 %
 
33,734

 

 
 %
Adjusted EBITDA
 
$
17,236

 
$
23,653

 
(27.1
)%
 
$
39,943

 
$
43,325

 
(7.8
)%
 
 
 
 
 
 
 
 
 
 
 
 





Reconciliation of Segment EBITDA and Adjusted EBITDA to Operating (Loss) Income
(in thousands)
 
Three months ended June 30,
 
Six months ended June 30,
 
 
 
2020
 
2019
 
% Change
 
2020
 
2019
 
% Change
Aviation
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating (Loss) Income
 
$
(34,387
)
 
$
5,204

 
(760.8
)%
 
$
(36,267
)
 
$
8,252

 
(539.5
)%
 
Depreciation and Amortization
 
2,472

 
3,189

 
(22.5
)%
 
5,538

 
6,419

 
(13.7
)%
EBITDA
 
$
(31,915
)
 
$
8,393

 
(480.3
)%
 
(30,729
)
 
14,671

 
(309.5
)%
 
Earn-out adjustment
 
(1,700
)
 

 
 %
 
(1,399
)
 

 
 %
 
Loss on sale of a business entity and certain assets
 
678

 

 
 %
 
8,214

 

 
 %
 
Gain on sale of property
 

 

 
 %
 
(1,108
)
 

 
 %
 
Severance
 
382

 

 
 %
 
382

 

 
 %
 
Goodwill and intangible asset impairment
 
33,734

 

 
 %
 
33,734

 

 
 %
Adjusted EBITDA
 
1,179

 
8,393

 
(86.0
)%
 
$
9,094

 
$
14,671

 
(38.0
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
Fleet
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Income
 
$
7,014

 
$
7,557

 
(7.2
)%
 
$
13,920

 
$
14,545

 
(4.3
)%
 
Depreciation and Amortization
 
2,572

 
2,761

 
(6.8
)%
 
5,244

 
5,555

 
(5.6
)%
EBITDA and Adjusted EBITDA
 
$
9,586

 
$
10,318

 
(7.1
)%
 
$
19,164

 
$
20,100

 
(4.7
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Federal & Defense
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Income
 
$
6,772

 
$
5,059

 
33.9
 %
 
$
11,696

 
$
8,444

 
38.5
 %
 
Depreciation and Amortization
 
649

 
780

 
(16.8
)%
 
1,388

 
1,628

 
(14.7
)%
EBITDA
 
$
7,421

 
$
5,839

 
27.1
 %
 
$
13,084

 
$
10,072

 
29.9
 %
 
Severance
 
$
112

 
$

 
 %
 
$
112

 
$

 
 %
Adjusted EBITDA
 
$
7,533

 
$
5,839

 
29.0
 %
 
$
13,196

 
$
10,072

 
31.0
 %


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 June 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 July 30, 2020 for more details on our 2020 second quarter 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)
 
June 30,
 
December 31,
 
2020
 
2019
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
213

 
$
734

Receivables, net
58,615

 
70,630

Unbilled receivables, net
41,859

 
46,279

Inventories, net
223,134

 
218,627

Other current assets
30,257

 
19,071

Total current assets
354,078

 
355,341

 
 
 
 
Property and equipment, net
36,987

 
43,465

Intangible assets, net
111,912

 
132,175

Goodwill
238,126

 
276,450

Operating lease right-of-use asset
21,395

 
20,943

Other assets
25,064

 
17,490

Total assets
$
787,562

 
$
845,864

 
 
 
 
Liabilities and Stockholders' equity
 

 
 

Current liabilities:
 

 
 

Current portion of long-term debt
$
18,504

 
$
16,883

Accounts payable
76,183

 
68,099

Current portion of earn-out obligation
3,600

 
31,700

Accrued expenses and other current liabilities
47,472

 
46,514

Dividends payable
994

 
987

Total current liabilities
146,753

 
164,183

 
 
 
 
Long-term debt, less current portion
241,612

 
253,128

Deferred compensation
20,535

 
18,146

Long-term operating lease obligations
24,272

 
24,441

Earn-out obligation, less current portion

 
5,000

Deferred tax liabilities
11,436

 
17,865

Total liabilities
444,608

 
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, respectively
552

 
549

Additional paid-in capital
31,494

 
29,411

Retained earnings
312,965

 
334,246

Accumulated other comprehensive loss
(2,057
)
 
(1,105
)
Total stockholders' equity
342,954

 
363,101

Total liabilities and stockholders' equity
$
787,562

 
$
845,864







VSE Corporation and Subsidiaries

Unaudited Consolidated Statements of (Loss) Income
(in thousands except share and per share amounts)
 
 
For the three months ended June 30,
 
For the six months ended June 30,
 
 
2020
 
2019
 
2020
 
2019
Revenues:
 
 
 
 
 
 
 
 
Products
 
$
85,747

 
$
76,959

 
$
162,089

 
$
150,700

Services
 
82,968

 
112,152

 
184,044

 
208,330

Total revenues
 
168,715

 
189,111

 
346,133

 
359,030

 
 
 
 
 
 
 
 
 
Costs and operating expenses:
 
 

 
 

 
 
 
 
Products
 
76,522

 
65,255

 
142,049

 
128,112

Services
 
73,932

 
101,472

 
164,690

 
190,348

Selling, general and administrative expenses
 
1,295

 
988

 
1,543

 
2,370

Amortization of intangible assets
 
4,464

 
4,980

 
9,187

 
9,971

Total costs and operating expenses
 
156,213

 
172,695

 
317,469

 
330,801

 
 
 
 
 
 
 
 
 
 
 
12,502

 
16,416

 
28,664

 
28,229

 
 
 
 
 
 
 
 
 
Loss on sale of a business entity and certain assets
 
(678
)
 

 
(8,214
)
 

Gain on sale of property
 

 

 
1,108

 

Goodwill and intangible asset impairment
 
(33,734
)
 

 
(33,734
)
 

 
 
 
 
 
 
 
 
 
Operating (loss) income
 
(21,910
)
 
16,416

 
(12,176
)
 
28,229

 
 
 
 
 
 
 
 
 
Interest expense, net
 
3,072

 
3,398

 
6,558

 
6,556

 
 
 
 
 
 
 
 
 
(Loss) income before income taxes
 
(24,982
)
 
13,018

 
(18,734
)
 
21,673

 
 
 
 
 
 
 
 
 
Provision for income taxes
 
(2,358
)
 
3,120

 
558

 
5,172

 
 
 
 
 
 
 
 
 
Net (loss) income
 
$
(22,624
)
 
$
9,898

 
$
(19,292
)
 
$
16,501

 
 
 
 
 
 
 
 
 
Basic (loss) earnings per share
 
$
(2.05
)
 
$
0.91

 
$
(1.75
)
 
$
1.51

 
 
 
 
 
 
 
 
 
Basic weighted average shares outstanding
 
11,041,235

 
10,969,899

 
11,020,720

 
10,945,172

 
 
 
 
 
 
 
 
 
Diluted (loss) earnings per share
 
$
(2.05
)
 
$
0.89

 
$
(1.75
)
 
$
1.50

 
 
 
 
 
 
 
 
 
Diluted weighted average shares outstanding
 
11,041,235

 
11,072,745

 
11,020,720

 
11,023,685

 
 
 
 
 
 
 
 
 
Dividends declared per share
 
$
0.09

 
$
0.09

 
$
0.18

 
$
0.17







VSE Corporation and Subsidiaries

Unaudited Consolidated Statements of Cash Flows
(in thousands)
 
 
For the six months ended June 30,
 
 
2020
 
2019
Cash flows from operating activities:
 
 
 
 
Net (loss) income
 
$
(19,292
)
 
$
16,501

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
12,403

 
13,637

Deferred taxes
 
(2,980
)
 
(312
)
Stock-based compensation
 
1,313

 
1,982

Loss on sale of a business entity and certain assets
 
8,214

 

Gain on sale of property and equipment
 
(1,000
)
 

Goodwill and intangible asset impairment
 
33,734

 

Earn-out obligation fair value adjustment
 
(1,399
)
 

  Changes in operating assets and liabilities, net of impact of acquisitions:
 
 

 
 

Receivables
 
4,588

 
(6,599
)
Unbilled receivables
 
193

 
(4,706
)
Inventories
 
(19,884
)
 
(23,942
)
Other current assets and noncurrent assets
 
(8,320
)
 
(3,914
)
Accounts payable and deferred compensation
 
11,512

 
14,149

Accrued expenses and other current and noncurrent liabilities
 
3,726

 
(2,744
)
 
 
 
 
 
Net cash provided by operating activities
 
22,808

 
4,052

 
 
 
 
 
Cash flows from investing activities:
 
 

 
 

Purchases of property and equipment
 
(1,828
)
 
(6,303
)
Proceeds from the sale of property and equipment
 
2,424

 
4

Proceeds from the sale of a business entity and certain assets
 
20,753

 

Cash paid for acquisitions, net of cash acquired
 

 
(112,660
)
 
 
 
 
 
Net cash provided by (used in) investing activities
 
21,349

 
(118,959
)
 
 
 
 
 
Cash flows from financing activities:
 
 

 
 

Borrowings on loan agreement
 
235,118

 
300,726

Repayments on loan agreement
 
(244,843
)
 
(182,516
)
Earn-out obligation payments
 
(31,701
)
 

Payment of debt financing costs
 
(636
)
 

Payments of taxes for equity transactions
 
(635
)
 
(955
)
Dividends paid
 
(1,981
)
 
(1,750
)
 
 
 
 
 
Net cash (used in) provided by financing activities
 
(44,678
)
 
115,505

 
 
 
 
 
Net (decrease) increase in cash and cash equivalents
 
(521
)
 
598

Cash and cash equivalents at beginning of period
 
734

 
162

Cash and cash equivalents at end of period
 
$
213

 
$
760




VSE Corporation Earnings Presentation Second Quarter 2020 30 July 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


 
UPDATE ON KEY STRATEGIC PRIORITIES New business development, divestiture of non-core assets, targeted cost reductions and capital discipline Business Development Aviation Asset Divestitures Cost Reductions Capital Discipline > Federal & Defense: 1H:20 > In 2Q20, completed the sale of > As previously announced on > Generated significant q/q free awards totaled $116 million, up assets related to CT Aerospace, April 30, VSE reduced cash flow growth during the from $32 million in 1H:19 a business focused on engine approximately $13 million in second quarter; Reduced debt acquisition and leasing, spare annualized costs, mainly within outstanding by $13 million > Federal & Defense: contract and insurable parts inventories the Aviation segment bidding activity +30% y/y in > In June 2020, secured increased 1H:20, compared to the same > This divestiture follows VSE’s > Total cost reductions were $1 financial covenant flexibility period in 1H:19 sale of Prime Turbines in 1Q20 million in the second quarter given recent volatility resulting and are expected to be from COVID-19 > Federal & Defense: $42 million > Focused on migrating up the approximately $6 million in the in new bookings with the DoD value chain toward higher- second half of 2020 > Currently we have sufficient and another federal agency in margin distribution product and liquidity on hand to support the July 2020 MRO service offerings ongoing growth of the business > Aviation: 2-year exclusive > Integrating 7 Aviation VSE distribution agreement with business units into 2 operating Honeywell in July 2020 to units (MRO and Distribution) support B&GA market under VSE Aviation brand > Fleet: Commercial business +67% in 2Q and +~100% on a TTM basis; Received non- recurring $26 million COVID-19 PPE order in 2Q20 3 RAISE THE BAR


 
2Q20 CONSOLIDATED PERFORMANCE COVID-related softness in Aviation segment offset relative stability in government businesses > Total Revenue: $168.7 million (10.8% y/y); excluding Prime Turbines (6.8%) Total Revenue > Commercial Customer Revenue: $40.2 million (32% y/y) > Government Customer Revenue: $128.5 million (1% y/y) > GAAP net income: ($22.6) million or ($2.05) per share Net Income > GAAP net income includes $33.7 million goodwill & intangible asset impairment in Aviation segment > Adjusted net income: $6.6 million or $0.60 per share > Total adjusted EBITDA of $17.2 million (27.1% y/y) Adjusted EBITDA > Aviation ($7.2) million y/y; Fleet ($0.7) million y/y; Federal Services +$1.7 million y/y > Operating cash flow: $16.0 million, up +$13.0 million y/y Cash Flow > Free cash flow: $14.9 million, up $17.6 million y/y > Total cash and availability +5% Q/Q to $184 million Balance Sheet > Reduced total debt outstanding by $13 million q/q in 2Q20 > Net debt to TTM adjusted EBITDA as of 6/30/20 was 3.0x 4 RAISE THE BAR


 
GAAP FINANCIAL SUMMARY 2Q20 and TTM(1) – Y/Y Comparisons Performance Update Total Revenue Operating Income (Loss) ($MM) ($MM) > Total revenue, less Prime $709.0 $739.7 $57.0 Turbines, was $168.7 million 2Q20, versus $181.1 million in $16.4 $19.1 the same period of 2019, a ($21.9) decrease of 6.8% on a y/y basis $189.1 $168.7 Non-Recurring Items (Included in GAAP) 2Q19 2Q20 TTM 2Q19 TTM 2Q20 2Q19 2Q20 TTM 2Q19 TTM 2Q20 > $33.7 million non-cash goodwill Net Income (Loss) Diluted Earnings (Loss) Per Share and intangible asset charge in ($MM) ($ Per Share) Aviation segment $35.8 $3.26 > $1.7 million earn-out adjustment st $9.9 $0.89 benefit on 1 Choice Aerospace $1.2 ($22.6) ($2.05) $0.11 > $0.7 million severance cost > $0.7 million loss on sale of assets 2Q19 2Q20 TTM 2Q19 TTM 2Q20 2Q19 2Q20 TTM 2Q19 TTM 2Q20 (1) TTM is defined as the trailing twelve (12) month period ended June 30, 2020 and June 30, 2019, respectively 5 RAISE THE BAR


 
NON-GAAP FINANCIAL SUMMARY 2Q20 and TTM – Y/Y Comparisons Adjusted Net Income Adjusted Diluted Earnings Per Share Non-GAAP Performance Update ($MM) ($ Per Share) $38.9 $36.1 $3.29 $3.51 > Adjusted Net Income (36%) y/y in 2Q10 and +7% on a TTM basis $10.3 $0.93 > Adjusted EBITDA (27%) y/y in $6.6 $0.60 2Q20 and +5% on a TTM basis 2Q19 2Q20 TTM 2Q19 TTM 2Q20 2Q19 2Q20 TTM 2Q19 TTM 2Q20 Adjusted EBITDA Adjusted EBITDA Margin ($MM) (%) $83.5 $87.8 12.5% 11.8% 11.9% 10.2% $23.7 $17.2 2Q19 2Q20 TTM 2Q19 TTM 2Q20 2Q19 2Q20 TTM 2Q19 TTM 2Q20 6 RAISE THE BAR


 
2Q19 vs. 2Q20 PERFORMANCE BRIDGE Y/Y Comparisons Total Revenue Bridge Revenue Variance Analysis ($MM) $189.1 ($22.8) > Aviation: Lower revenue ($15.0) $17.4 $168.7 passenger miles at major airline customers resulted in lower demand for aftermarket part supply and MRO support > Federal & Defense: Impacted by a contract expiration with a DoD customer in January 2020 > Fleet: Benefited from a large, Total Adjusted EBITDA Bridge non-recurring order for COVID- ($MM) related PPE supplies from a $23.7 government customer ($7.2) ($0.7) ($0.3) $1.7 $17.2 7 RAISE THE BAR


 
AVIATION Aviation Segment Revenue Declined 31% Y/Y Due to Impact of COVID-19 Aviation Segment Revenue Segment Performance Update Aviation Segment Operating Income (Loss) ($MM) ($MM) Aviation Segment Revenue, as Reported Aviation Operating Income, as Reported > Strategic Focus: Building Aviation Operating Income, Less Prime Turbines scalable foundation for growth; Aviation Segment Revenue, Less Prime Turbines $14.2 $13.7 new segment leader by year-end $210.4 $181.2 $191.5 $5.2 $4.3 $155.0 ($34.4) ($34.4) ($26.7) ($28.2) > Brand Alignment: Reducing go- to-market entities from 7 to 2; $55.0 $47.0 bifurcating the business into $32.2 $32.2 distribution and MRO sub- segments under one VSE Aviation 2Q19 2Q20 TTM 2Q19 TTM 2Q20 brand 2Q19 2Q20 TTM 2Q19 TTM 2Q20 > Site Closures: Exiting 3 of 7 Aviation Segment Adjusted EBITDA Aviation Segment Adjusted EBITDA Margin Aviation operating sites ($MM) (%) > Cost Reductions: Reduction-in- Aviation Adjusted EBITDA, as Reported Aviation Adjusted EBITDA Margin, as Reported force to align with the current Aviation Adjusted EBITDA, Less Prime Turbines Aviation Adjusted EBITDA Margin, Less Prime Turbines demand environment $25.1 $23.9 $24.6 $22.6 15.7% 15.4% 15.3% 13.9% > Business Development: New 11.7% 11.8% distribution product additions and $8.4 $7.4 3.7% 3.7% MRO capabilities to support 2H20 $1.2 $1.2 and 2021 growth 2Q19 2Q20 TTM 2Q19 TTM 2Q20 2Q19 2Q20 TTM 2Q19 TTM 2Q20 8 RAISE THE BAR


 
FLEET Commercial Sales +67% Y/Y in 2Q20 Fleet Segment Revenue Fleet Segment Operating Income Segment Performance Update ($MM) ($MM) > Strategic Focus: Commercial Fleet Segment Revenue, as Reported Fleet Segment Op Income, as Reported fleet and e-Commerce market Fleet Segment Revenue, Less COVID PPE Order Fleet Segment Op Income, Less PPE Order & Corp Allocation expansion opportunity $233.4 $29.4 $29.4 $210.2 $210.2 $213.9 $29.2 $29.2 > Revenue of $19.5 million from non-recurring COVID- $71.2 19 PPE order from $53.8 $53.8 $51.7 $7.6 $7.6 $7.0 $7.0 government customer had an adverse impact on margin; net 2Q19 2Q20 TTM 2Q19 TTM 2Q20 2Q19 2Q20 TTM 2Q19 TTM 2Q20 profit from one-time order offset by higher allocated Fleet Segment Adjusted EBITDA Fleet Segment Adjusted EBITDA Margin corporate costs ($MM) (%) Fleet Segment Adjusted EBITDA, as Reported Fleet Segment Adjusted EBITDA Margin, as Reported > Commercial sales increased Fleet Segment Adjusted EBITDA Margin, Less PPE Order & Corp Allocation 67% y/y in 2Q20 and 91% in Fleet Segment Adjusted EBITDA, Less PPE Order & Corp Allocation 1H20 vs 1H19 19.3% 19.3% 19.4% 19.4% $40.9 $40.9 $40.0 $40.0 18.6% 17.1% 18.7% > Core USPS business remains 13.5% stable, but not a growth engine $10.4 $10.4 $9.6 $9.6 2Q19 2Q20 TTM 2Q19 TTM 2Q20 2Q19 2Q20 TTM 2Q19 TTM 2Q20 9 RAISE THE BAR


 
FEDERAL & DEFENSE 2Q20 and TTM – Y/Y Comparisons Federal & Defense Segment Revenue Federal & Defense Segment Operating Income Segment Performance Update ($MM) ($MM) > Strategic Focus: Segment is $317.5 $295.8 performing to internal forecast. “Shrink to Grow” and “Keep the $21.4 Core” focus in 2020, while $18.2 building the business $80.3 development pipeline in both $65.3 $5.1 $6.8 new and existing markets > Growing Sales Pipeline: 2Q19 2Q20 TTM 2Q19 TTM 2Q20 2Q19 2Q20 TTM 2Q19 TTM 2Q20 Significant y/y growth in both new awards, recompete wins Federal & Defense Segment Adjusted EBITDA Federal & Defense Segment Adjusted EBITDA Margin and bidding activity; bidding ($MM) (%) activity is +30% y/y in 1H:20 $24.5 $20.5 11.5% 8.3% > Strong Operating Margin: 7.2% Increase in profit dollars as a 6.5% result of favorable contract mix $5.8 $7.5 > Momentum into 3Q20: Announced $42 million in new 2Q19 2Q20 TTM 2Q19 TTM 2Q20 bookings during July 2020 2Q19 2Q20 TTM 2Q19 TTM 2Q20 10 RAISE THE BAR


 
MAINTAINING BALANCE SHEET OPTIONALITY $184 Million of Availability on Lending Facilities; 3.0x Net Leverage Ratio Total Net Debt Balance Sheet Update (6/30/20) Free Cash Flow ($ MM) ($ MM) > Debt Reduction: Reduced debt $31.6 $278.3 outstanding by $13 million q/q $19.0 $259.9 in 2Q20 given strong free cash $14.9 generation ($2.7) > Increased Liquidity: Significant y/y increase in availability on credit facility 2Q19 2Q20 TTM 2Q19 TTM 2Q20 2Q19 2Q20 > Flexible Debt Covenants: Ratio of Net Debt to TTM Unused Commitments on Term Loan Recently negotiated increased Adjusted EBITDA(1) and Revolving Credit Facility ($ MM) flexibility with bank group on key $184.0 covenants as a proactive 3.3 x 3.0 x measure during COVID-19 2.5 x $94.9 pandemic 2Q19 2Q20 Long-Term 2Q19 2Q20 Target (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 June 30, 2020 2019 % Change Net Income ($22,624) $9,898 (329)% Adjustments to Net Income: Acquisition and CEO transition costs — 505 Earn-out adjustment (1,700) — Loss on sale of a business entity and certain assets 678 — Severance 739 — Goodwill and intangible asset impairment 33,734 — Tax impact of adjusted items (1) (4,230) (126) Adjusted Net Income $6,597 $10,277 (36)% Diluted weighted average shares 11,041 11,073 Adjusted EPS (Diluted) $0.60 $0.93 (36)% (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 June 30, 2020 2019 % Change Net Income ($22,624) $9,898 (329)% Interest expense 3,072 3,398 (10)% Income taxes (2,358) 3,120 (176)% Amortization of intangible assets 4,464 4,980 (10)% Depreciation and other amortization 1,231 1,752 (30)% EBITDA ($16,215) 23,148 (170)% Acquisition and CEO transition costs — 505 Earn-out adjustment (1,700) — Loss on sale of a business entity and certain assets 678 — Severance 739 Goodwill and intangible asset impairment 33,734 — Adjusted EBITDA $17,236 $23,653 (27)% 14 RAISE THE BAR


 
GAAP TO NON-GAAP RECONCILIATIONS Segment EBITDA and Adjusted EBITDA (in thousands) Three Months Ended June 30, 2020 2019 % Change Aviation: Operating Income ($34,387) $5,204 (761)% Depreciation and Amortization 2,472 3,189 (23)% EBITDA ($31,915) $8,393 (480)% Earn-out adjustment (1,700) — Loss on sale of a business entity and certain assets 678 — Severance 382 — Goodwill and intangible asset impairment 33,734 — Adjusted EBITDA $1,179 $8,393 (86)% Fleet: Operating Income $7,014 $7,557 (7)% Depreciation and Amortization 2,572 2,761 (7)% EBITDA and Adjusted EBITDA $9,586 $10,318 (7)% Federal & Defense: Operating Income $6,772 $5,059 34% Depreciation and Amortization 649 780 (17)% EBITDA $7,421 $5,839 27% Severance 112 — 29% Adjusted EBITDA $7,533 $5,839 15 RAISE THE BAR


 
GAAP TO NON-GAAP RECONCILIATIONS Net Leverage Ratio (in thousands) June 30, 2020 2019 Principal amount of debt $263,075 $280,944 Less: Debt issuance costs (2,959) (1,868) Less: Cash and cash equivalents (213) (760) Net Debt $259,903 $278,316 TTM Adjusted EBITDA(1) $87,754 $83,452 Net Leverage Ratio 3.0x 3.3x (1) TTM Adjusted EBITDA is defined as Adjusted EBITDA for the most recent twelve (12) month period ending June 30, 2020 and June 30, 2019, respectively 16 RAISE THE BAR


 
CORPORATE OVERVIEW 17


 
CORPORATE PROFILE Pure-Play Aftermarket and 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 ~2,100 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 76% Government + 24% Commercial Customer Mix in 2Q20 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 Chad Wheeler Tom Loftus Elizabeth Huggins President, President and CEO President, COO, Chief Financial Officer VP of Strategy, Chief of Federal & Defense Wheeler Bros., Inc. Staff Services ▪ More than 20 years of ▪ More than 25 years of ▪ More than 30 years of ▪ More than 40 years of ▪ More than 16 years aerospace distribution experience in the supply chain industry aerospace, experience in and services market aerospace/defense experience federal/defense and aerospace industry experience industry supply chain manufacturing and ▪ President and COO of distribution distribution for global ▪ Appointed Chief ▪ Joined VSE as Wheeler Bros. since experience organizations Executive Officer and President of Federal & 2013 President of VSE Defense Services in ▪ CFO of VSE ▪ Joined VSE as Chief of ▪ Executive Corporation April 2019 Corporation since Staff and Corporate management of 2019 March 2002 Vice President of ▪ Extensive leadership operations, Strategy in 2019 ▪ Previously served as experience with DoD government contract ▪ Manages the financial Vice President and and Federal Agencies administration, supply and accounting ▪ Leads initiatives General Manager of providing Engineering, chain initiatives and operations for the including strategic Boeing Distribution Logistics, and business development consolidated planning and business Services Sustainment solutions corporation development worldwide 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 managing 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