[PART I. Financial Information](index=4&type=section&id=PART%20I.%20Financial%20Information) This section presents unaudited consolidated financial statements and management's discussion and analysis [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements of VSE Corporation and its subsidiaries for the three months ended March 31, 2022, and December 31, 2021 (for balance sheet) or March 31, 2021 (for income, comprehensive income, stockholders' equity, and cash flow statements) It includes the balance sheets, income statements, comprehensive income statements, stockholders' equity statements, cash flow statements, and detailed notes explaining the company's operations, accounting policies, acquisitions, revenue recognition, debt, earnings per share, commitments, business segments, fair value measurements, and income taxes [Unaudited Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's assets, liabilities, and equity at specific quarter-end and year-end dates Unaudited Consolidated Balance Sheets Summary | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :--------------------------------- | :----------------------------- | :----------------------------- | | Total assets | $920,972 | $918,558 | | Total liabilities | $497,180 | $501,225 | | Total stockholders' equity | $423,792 | $417,333 | - Total assets increased slightly from **$918.6 million** at December 31, 2021, to **$921.0 million** at March 31, 2022 Total liabilities decreased from **$501.2 million** to **$497.2 million**, while total stockholders' equity increased from **$417.3 million** to **$423.8 million**[13](index=13&type=chunk) [Unaudited Consolidated Statements of Income](index=6&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Income) This section details the company's revenues, expenses, and net income for the three months ended March 31, 2022, and 2021 Unaudited Consolidated Statements of Income Summary | Metric | Three months ended March 31, 2022 (in thousands) | Three months ended March 31, 2021 (in thousands) | Change (%) | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :--------- | | Total revenues | $231,239 | $164,981 | 40.2% | | Operating income | $11,914 | $9,603 | 24.1% | | Net income | $6,244 | $5,111 | 22.2% | | Basic earnings per share | $0.49 | $0.42 | 16.7% | | Diluted earnings per share | $0.49 | $0.42 | 16.7% | | Dividends declared per share | $0.10 | $0.09 | 11.1% | - Total revenues increased by **40.2%** year-over-year, driven by growth in both product and service revenues Net income grew by **22.2%**, and basic and diluted EPS increased by **16.7%** to **$0.49**[15](index=15&type=chunk) [Unaudited Consolidated Statements of Comprehensive Income](index=7&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Comprehensive%20Income) This section presents the company's comprehensive income, including net income and other comprehensive income items, for the reporting periods Unaudited Consolidated Statements of Comprehensive Income Summary | Metric | Three months ended March 31, 2022 (in thousands) | Three months ended March 31, 2021 (in thousands) | | :--------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net income | $6,244 | $5,111 | | Change in fair value of interest rate swap agreements, net of tax | $176 | $511 | | Comprehensive income | $6,420 | $5,622 | - Comprehensive income increased to **$6.4 million** in **Q1 2022** from **$5.6 million** in **Q1 2021**, primarily due to higher net income, despite a smaller positive change in the fair value of interest rate swap agreements[17](index=17&type=chunk) [Unaudited Consolidated Statements of Stockholders' Equity](index=9&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) This section outlines changes in stockholders' equity, reflecting net income, dividends, and stock-based compensation Unaudited Consolidated Statements of Stockholders' Equity Summary | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :--------------------------------- | :----------------------------- | :----------------------------- | | Total Stockholders' Equity | $423,792 | $417,333 | | Net income | $6,244 | - | | Stock-based compensation | $1,317 | - | | Dividends declared | $(1,278) | - | - Stockholders' equity increased from **$417.3 million** at December 31, 2021, to **$423.8 million** at March 31, 2022, driven by net income and stock-based compensation, partially offset by dividends declared[19](index=19&type=chunk) [Unaudited Consolidated Statements of Cash Flows](index=11&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) This section details cash inflows and outflows from operating, investing, and financing activities for the reported periods Unaudited Consolidated Statements of Cash Flows Summary | Cash Flow Activity | Three months ended March 31, 2022 (in thousands) | Three months ended March 31, 2021 (in thousands) | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net cash used in operating activities | $(18,174) | $(36,367) | | Net cash provided by (used in) investing activities | $1,393 | $(16,468) | | Net cash provided by financing activities | $16,761 | $52,804 | | Net decreases in cash and cash equivalents | $(20) | $(31) | - Net cash used in operating activities significantly decreased from **$(36.4) million** in **Q1 2021** to **$(18.2) million** in **Q1 2022** Investing activities shifted from a net use of **$(16.5) million** to a net provision of **$1.4 million**, primarily due to the absence of a large acquisition payment seen in the prior year Financing activities provided less cash, decreasing from **$52.8 million** to **$16.8 million**, mainly due to the prior year's common stock offering[22](index=22&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the unaudited consolidated financial statements [(1) Nature of Operations and Basis of Presentation](index=12&type=section&id=%281%29%20Nature%20of%20Operations%20and%20Basis%20of%20Presentation) This note describes VSE Corporation's business segments and accounting principles - VSE Corporation is a diversified aftermarket products and services company operating in three segments: Aviation, Fleet, and Federal and Defense, providing repair, distribution, logistics, and supply chain management services[25](index=25&type=chunk) - The company early adopted ASU 2021-08, 'Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,' in **Q1 2022**, applying it prospectively to new business combinations[29](index=29&type=chunk) [(2) Acquisitions](index=12&type=section&id=%282%29%20Acquisitions) This note details recent acquisition activities, including purchase prices and integration - On July 26, 2021, VSE acquired Global Parts Group, Inc. for a preliminary purchase price of **$40 million**, including **$2 million** in contingent consideration[30](index=30&type=chunk) - On March 1, 2021, VSE acquired HAECO Special Services, LLC for **$14.8 million**, integrating its operations into the Federal and Defense segment[34](index=34&type=chunk) [(3) Revenue](index=14&type=section&id=%283%29%20Revenue) This note provides a breakdown of revenue by segment and type, with performance obligations Revenue Summary | Segment | Q1 2022 Revenue (in thousands) | Q1 2021 Revenue (in thousands) | | :---------------- | :----------------------------- | :----------------------------- | | Aviation | $93,290 | $44,371 | | Fleet | $67,030 | $54,747 | | Federal and Defense | $70,919 | $65,863 | | **Total** | **$231,239** | **$164,981** | Revenue Summary | Revenue Type | Q1 2022 Revenue (in thousands) | Q1 2021 Revenue (in thousands) | | :----------------- | :----------------------------- | :----------------------------- | | Repair | $22,363 | $18,316 | | Distribution | $137,957 | $80,802 | | Cost Plus Contract | $30,577 | $16,551 | | Fixed Price Contract | $18,361 | $23,931 | | T&M Contract | $21,981 | $25,381 | | **Total** | **$231,239** | **$164,981** | - Revenues from products and services transferred at a point in time accounted for approximately **60%** of total revenues in **Q1 2022**, up from **49%** in **Q1 2021**, primarily driven by sales of vehicle and aircraft parts[41](index=41&type=chunk) - As of March 31, 2022, the aggregate transaction price allocated to unsatisfied performance obligations was **$198 million**, with **92%** expected to be satisfied within one year[42](index=42&type=chunk) [(4) Debt](index=16&type=section&id=%284%29%20Debt) This note outlines the company's debt structure, including credit facilities and interest rates Debt Summary | Debt Type | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :-------------------------- | :----------------------------- | :----------------------------- | | Bank credit facility - term loan | $56,425 | $60,175 | | Bank credit facility - revolver loans | $249,375 | $226,559 | | Total long-term debt | $303,845 | $284,569 | - Total long-term debt increased to **$303.8 million** as of March 31, 2022, from **$284.6 million** at December 31, 2021, primarily due to increased revolving loan borrowings[45](index=45&type=chunk) - Interest rates on outstanding debt ranged from **4.00%** to **5.75%** as of March 31, 2022, with an effective interest rate of **4.09%** Interest rate swap agreements expired in February and March 2022, leaving no hedged portion of debt[46](index=46&type=chunk)[47](index=47&type=chunk) [(5) Earnings Per Share](index=16&type=section&id=%285%29%20Earnings%20Per%20Share) This note presents the calculation of basic and diluted earnings per share Earnings Per Share Summary | Metric | Three months ended March 31, 2022 | Three months ended March 31, 2021 | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Basic weighted average common shares outstanding | 12,741,394 | 12,076,509 | | Diluted weighted average common shares outstanding | 12,803,279 | 12,171,828 | - Basic and diluted weighted average common shares outstanding increased year-over-year, contributing to the EPS calculation[51](index=51&type=chunk) [(6) Commitments and Contingencies](index=17&type=section&id=%286%29%20Commitments%20and%20Contingencies) This note discloses legal proceedings, government audits, and other potential liabilities - The company is involved in various claims and legal proceedings in the normal course of business, but management believes their resolution will not have a material adverse effect on financial results[52](index=52&type=chunk) - Government audits and investigations are ongoing, but the company believes their outcome will not materially affect its operations, financial condition, or cash flows[53](index=53&type=chunk) [(7) Business Segments and Customer Information](index=18&type=section&id=%287%29%20Business%20Segments%20and%20Customer%20Information) This note provides financial data and strategic insights for operating segments and customer types - VSE operates through three segments: Aviation (aftermarket repair and distribution for various aviation customers), Fleet (parts, inventory management, and logistics for commercial and government fleets), and Federal and Defense (MRO and logistics for military and federal agencies)[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk) Business Segments and Customer Information Summary | Segment | Q1 2022 Revenues (in thousands) | Q1 2021 Revenues (in thousands) | Q1 2022 Operating Income (in thousands) | Q1 2021 Operating Income (in thousands) | | :---------------- | :----------------------------- | :----------------------------- | :-------------------------------------- | :-------------------------------------- | | Aviation | $93,290 | $44,371 | $7,622 | $(332) | | Fleet | $67,030 | $54,747 | $6,381 | $5,741 | | Federal and Defense | $70,919 | $65,863 | $(688) | $5,025 | | **Total** | **$231,239** | **$164,981** | **$11,914** | **$9,603** | Business Segments and Customer Information Summary | Customer | Q1 2022 Revenue (in thousands) | Q1 2022 (%) | Q1 2021 Revenue (in thousands) | Q1 2021 (%) | | :--------------- | :----------------------------- | :---------- | :----------------------------- | :---------- | | Commercial | $119,860 | 52% | $59,101 | 36% | | DoD | $52,124 | 22% | $45,888 | 28% | | Other government | $59,255 | 26% | $59,992 | 36% | | **Total** | **$231,239** | **100%** | **$164,981** | **100%** | [(8) Fair Value Measurements](index=20&type=section&id=%288%29%20Fair%20Value%20Measurements) This note details the fair value of financial instruments and earn-out obligations Fair Value Measurements Summary | Item | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :------------------------------------------------- | :----------------------------- | :----------------------------- | | Non-COLI assets held in Deferred Supplemental Compensation Plan | $577 | $598 | | Interest rate swap agreements | $0 | $234 | | Earn-out obligation - short-term | $750 | $1,000 | | Earn-out obligation - long-term | $0 | $250 | - The company's interest rate swap agreements expired in February and March **2022**, resulting in a fair value of **$0** as of March 31, **2022**[64](index=64&type=chunk) - The earn-out obligation related to the Global Parts acquisition decreased from **$1.3 million** at December 31, 2021, to **$0.8 million** at March 31, 2022, due to reclassification and payments[65](index=65&type=chunk) [(9) Income Taxes](index=21&type=section&id=%289%29%20Income%20Taxes) This note explains the effective tax rate and factors influencing the income tax provision Income Taxes Summary | Metric | Three months ended March 31, 2022 | Three months ended March 31, 2021 | | :---------------- | :-------------------------------- | :-------------------------------- | | Effective tax rate | 24.8% | 22.2% | - The effective tax rate increased to **24.8%** in **Q1 2022** from **22.2%** in **Q1 2021**, primarily due to a book expense related to the fair market value decrease in the COLI plan and a significantly lower tax deduction for foreign derived intangible income (FDII) in **2022**[69](index=69&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations for the three months ended March 31, 2022, compared to the same period in 2021 It covers business overview, recent acquisitions, the impact of COVID-19, business trends by segment, detailed consolidated and segment operating results, bookings and backlog, and liquidity and capital resources, including cash flows, debt, and market risks [Business Overview](index=22&type=section&id=Business%20Overview) This section describes VSE Corporation's diversified aftermarket products and services business - VSE Corporation is a diversified aftermarket products and services company, offering repair, parts distribution, logistics, supply chain management, and consulting services for land, sea, and air transportation assets across government and commercial markets[71](index=71&type=chunk) - Operations are structured into three reportable segments: Aviation, Fleet, and Federal and Defense[72](index=72&type=chunk) [Recent Acquisitions](index=22&type=section&id=Recent%20Acquisitions) This section refers to detailed information on recent acquisition activities in the financial statement notes - Information on recent acquisitions is detailed in Note (2) to the Consolidated Financial Statements[73](index=73&type=chunk) [Impact of the COVID-19 Pandemic](index=22&type=section&id=Impact%20of%20the%20COVID-19%20Pandemic) This section discusses the ongoing effects of the COVID-19 pandemic on operations and financial performance - The company experienced continued improvement in operating results during **Q1 2022**, with all facilities remaining operational and no interruptions in product and service delivery[74](index=74&type=chunk) [Business Trends](index=22&type=section&id=Business%20Trends) This section analyzes key operational and market trends impacting each business segment's performance [Aviation Segment](index=22&type=section&id=Aviation%20Segment) This section highlights revenue improvements and market share gains within the Aviation segment - The Aviation segment saw continued revenue improvement due to market recovery and share gains in the business & general aviation (B&GA) market[76](index=76&type=chunk) - Distribution revenue increased by **172%** and repair revenue by **22%** year-over-year in **Q1 2022**, benefiting from the Global Parts acquisition and new contract wins[77](index=77&type=chunk) - Key distribution agreements were extended, securing multi-year contracts for stable, recurring revenue[78](index=78&type=chunk) [Fleet Segment](index=22&type=section&id=Fleet%20Segment) This section details revenue growth from commercial fleet customers and diversification efforts - The Fleet segment continues to grow revenue from commercial fleet customers and e-commerce fulfillment sales, with commercial revenue increasing approximately **93%** year-over-year in **Q1 2022**[79](index=79&type=chunk)[82](index=82&type=chunk) - Commercial revenues now represent **41.6%** of total Fleet segment revenue, up from **26.4%** in **2021**, reflecting successful diversification efforts beyond the USPS[82](index=82&type=chunk) [Federal and Defense Segment](index=24&type=section&id=Federal%20and%20Defense%20Segment) This section reviews revenue performance, contract awards, and bookings for the Federal and Defense segment - The Federal and Defense segment achieved strong revenue performance, particularly from U.S. Air Force work via the HSS acquisition, despite declines in U.S. Army work[83](index=83&type=chunk) - A new 12-month, **$100 million** contract was awarded by Naval Sea Systems Command (NAVSEA) for Foreign Military Sales (FMS) and Follow-on Technical Support (FOTS)[83](index=83&type=chunk) - Bookings increased by **$29.0 million**, or **46%**, in **Q1 2022**, supporting a stable outlook for federal contracting revenue[83](index=83&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of the company's consolidated financial performance [Consolidated Results of Operations](index=24&type=section&id=Consolidated%20Results%20of%20Operations) This section summarizes the overall financial performance, including key revenue and income metrics Consolidated Results of Operations Summary | Metric | Q1 2022 (in thousands) | Q1 2021 (in thousands) | Change ($) | Change (%) | | :-------------------------- | :--------------------- | :--------------------- | :--------- | :--------- | | Revenues | $231,239 | $164,981 | $66,258 | 40.2% | | Costs and operating expenses | $219,325 | $155,378 | $63,947 | 41.2% | | Operating income | $11,914 | $9,603 | $2,311 | 24.1% | | Net income | $6,244 | $5,111 | $1,133 | 22.2% | [Revenues](index=24&type=section&id=Revenues) This section analyzes the drivers behind consolidated revenue growth across all segments - Consolidated revenues increased by **$66.3 million** (**40.2%**) year-over-year, with growth across all segments: Aviation (**$48.9 million**), Fleet (**$12.3 million**), and Federal and Defense (**$5.1 million**)[84](index=84&type=chunk)[85](index=85&type=chunk) [Costs and Operating Expenses](index=24&type=section&id=Costs%20and%20Operating%20Expenses) This section discusses changes in costs and operating expenses in relation to revenue growth - Costs and operating expenses increased by **$63.9 million** (**41.2%**) in line with the increase in revenues and business activity[84](index=84&type=chunk)[86](index=86&type=chunk) [Operating Income](index=24&type=section&id=Operating%20Income) This section examines factors contributing to the increase in consolidated operating income - Operating income increased by **$2.3 million** (**24.1%**) year-over-year, driven by strong performance in Aviation (**$8.0 million** increase) and Fleet (**$0.6 million** increase), partially offset by a decrease in Federal and Defense (**$5.7 million** decrease)[84](index=84&type=chunk)[87](index=87&type=chunk) [Interest Expense](index=26&type=section&id=Interest%20Expense) This section explains changes in interest expense due to fluctuations in borrowing rates - Interest expense increased by **$0.6 million** (**19.1%**) due to higher average interest rates on outstanding borrowings[84](index=84&type=chunk)[88](index=88&type=chunk) [Provision for Income Taxes](index=26&type=section&id=Provision%20for%20Income%20Taxes) This section details the effective tax rate and factors influencing the income tax provision - The effective tax rate increased to **24.8%** in **Q1 2022** from **22.2%** in **Q1 2021**, primarily due to a book expense related to the fair market value decrease in the COLI plan and a significantly lower tax deduction for FDII[89](index=89&type=chunk) [Segment Operating Results](index=26&type=section&id=Segment%20Operating%20Results) This section provides a detailed breakdown of financial performance for each operating segment [Aviation Segment Results](index=26&type=section&id=Aviation%20Segment%20Results) This section analyzes significant revenue growth and improved operating income within the Aviation segment Aviation Segment Results Summary | Metric | Q1 2022 (in thousands) | Q1 2021 (in thousands) | Change ($) | Change (%) | | :-------------------------- | :--------------------- | :--------------------- | :--------- | :--------- | | Revenues | $93,290 | $44,371 | $48,919 | 110% | | Operating income (loss) | $7,622 | $(332) | $7,954 | 2,396% | | Profit (loss) percentage | 8.2% | (0.7)% | | | - Aviation segment revenues surged by **110%** (**$48.9 million**) year-over-year, driven by **172%** distribution revenue growth from new contracts and the Global Parts acquisition, and **22%** repair revenue growth from market recovery[90](index=90&type=chunk) - The segment swung from an operating loss of **$(0.3) million** in **Q1 2021** to an operating income of **$7.6 million** in **Q1 2022**, reflecting significant revenue growth[90](index=90&type=chunk)[92](index=92&type=chunk) [Fleet Segment Results](index=26&type=section&id=Fleet%20Segment%20Results) This section reviews the revenue and operating income performance of the Fleet segment Fleet Segment Results Summary | Metric | Q1 2022 (in thousands) | Q1 2021 (in thousands) | Change ($) | Change (%) | | :-------------------------- | :--------------------- | :--------------------- | :--------- | :--------- | | Revenues | $67,030 | $54,747 | $12,283 | 22% | | Operating income | $6,381 | $5,741 | $640 | 11% | | Profit percentage | 9.5% | 10.5% | | | - Fleet segment revenues increased by **22%** (**$12.3 million**) year-over-year, primarily due to a **92.9%** increase in commercial customer sales, driven by e-commerce fulfillment business growth, partially offset by decreased DoD sales[93](index=93&type=chunk) - Operating income grew by **11%** (**$0.6 million**) due to increased commercial customer revenues, despite a slight decrease in profit percentage[93](index=93&type=chunk)[95](index=95&type=chunk) [Federal and Defense Segment Results](index=28&type=section&id=Federal%20and%20Defense%20Segment%20Results) This section discusses revenue and operating income changes in the Federal and Defense segment Federal and Defense Segment Results Summary | Metric | Q1 2022 (in thousands) | Q1 2021 (in thousands) | Change ($) | Change (%) | | :-------------------------- | :--------------------- | :--------------------- | :--------- | :--------- | | Revenues | $70,919 | $65,863 | $5,056 | 8% | | Operating income | $(688) | $5,025 | $(5,713) | (114)% | | Profit percentage | (1.0)% | 7.6% | | | - Federal and Defense segment revenues increased by **8%** (**$5.1 million**) year-over-year, driven by FMS program revenues with the U.S. Navy, partially offset by declines in U.S. Army work[96](index=96&type=chunk) - The segment reported an operating loss of **$(0.7) million** in **Q1 2022**, a significant decrease from **$5.0 million** operating income in **Q1 2021**, primarily due to a **$3.5 million** loss on a fixed-price, non-DoD contract caused by higher-than-anticipated supply chain costs[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) [Bookings and Funded Backlog](index=28&type=section&id=Bookings%20and%20Funded%20Backlog) This section overviews new contract awards and the total funded backlog for the Federal and Defense segment - Bookings for the Federal and Defense segment increased by **46%** year-over-year to **$92 million** in **Q1 2022**[100](index=100&type=chunk) - Total funded backlog for the Federal and Defense segment increased by **5%** year-over-year to **$198 million** as of March 31, **2022**[100](index=100&type=chunk) [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's ability to meet financial obligations and fund operations [Liquidity](index=28&type=section&id=Liquidity) This section describes the company's available cash, credit facilities, and loan covenant compliance - Primary internal liquidity sources are operating activities, while external financing comes from a bank loan agreement expiring in July **2024**, with a maximum credit availability of **$350 million** for revolving loans and letters of credit[101](index=101&type=chunk)[102](index=102&type=chunk) - As of March 31, **2022**, the company had **$56.4 million** in term loan borrowings, **$249.4 million** in revolving loan borrowings, and **$1.0 million** in outstanding letters of credit, with approximately **$100 million** of unused bank loan commitments[102](index=102&type=chunk) - The company was in compliance with all loan agreement covenants as of March 31, **2022**, and expects to remain so over the next twelve months[103](index=103&type=chunk) [Cash Flows](index=29&type=section&id=Cash%20Flows) This section analyzes changes in cash flows from operating, investing, and financing activities Cash Flows Summary | Cash Flow Activity | Q1 2022 (in thousands) | Q1 2021 (in thousands) | | :--------------------------------- | :--------------------- | :--------------------- | | Net cash used in operating activities | $(18,174) | $(36,367) | | Net cash provided by (used in) investing activities | $1,393 | $(16,468) | | Net cash provided by financing activities | $16,761 | $52,804 | - Net cash used in operating activities decreased by **$18.2 million** year-over-year due to strong cash collections, lower inventory purchases, and favorable timing of vendor payments[104](index=104&type=chunk) - Investing activities shifted to a net cash inflow of **$1.4 million** from an outflow of **$16.5 million**, primarily due to the absence of the HSS acquisition payment made in the prior year[105](index=105&type=chunk) - Financing activities provided **$36.0 million** less cash year-over-year, mainly due to the public common stock offering in February **2021** and lower net debt borrowings in the current period[106](index=106&type=chunk) - Cash dividends of **$1.3 million** (**$0.10** per share) were paid in **Q1 2022**, subject to annual restrictions under the bank loan agreement[107](index=107&type=chunk)[125](index=125&type=chunk) [Other Obligations and Commitments](index=29&type=section&id=Other%20Obligations%20and%20Commitments) This section confirms no material changes to other financial obligations and commitments - There have been no material changes to other obligations and commitments since the **2021** Annual Report on Form 10-K[108](index=108&type=chunk) [Inflation and Pricing](index=29&type=section&id=Inflation%20and%20Pricing) This section addresses the impact of inflation and pricing strategies on financial performance - No material changes to inflation and pricing disclosures from the most recently filed Annual Report on Form 10-K[109](index=109&type=chunk) [Off-Balance Sheet Arrangements](index=30&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of material off-balance sheet arrangements - The company does not have any off-balance sheet arrangements that are reasonably likely to have a material effect on its financial condition or results of operations[111](index=111&type=chunk) [Disclosures About Market Risk](index=30&type=section&id=Disclosures%20About%20Market%20Risk) This section details the company's exposure to market risks, particularly interest rate fluctuations - The company is exposed to interest rate risk due to variable interest rates on its bank loan agreement As of March 31, **2022**, there is no portion of debt covered by interest rate swaps, as previous hedges expired[112](index=112&type=chunk) [Critical Accounting Policies, Estimates and Judgments](index=30&type=section&id=Critical%20Accounting%20Policies%2C%20Estimates%20and%20Judgments) This section confirms no significant changes to critical accounting policies and estimates - No significant changes in critical accounting estimates were made during **Q1 2022** from those disclosed in the **2021** Annual Report on Form 10-K[114](index=114&type=chunk) [Recently Issued Accounting Pronouncements](index=30&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) This section refers to the notes for details on recently adopted or issued accounting standards - Details on recently announced accounting standards are provided in Note (1) of the Notes to Unaudited Consolidated Financial Statements[115](index=115&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risks](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risks) This section refers to the 'Disclosures About Market Risk' within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, for details on the company's exposure to market risks, particularly interest rate risk - Refer to 'Disclosures About Market Risk' in Item 2 for information on market risks[116](index=116&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the company's disclosure controls and procedures and reports on any changes in internal control over financial reporting during the quarter [Evaluation of Disclosure Controls and Procedures](index=30&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures as evaluated by management - As of March 31, **2022**, management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective[117](index=117&type=chunk) [Changes in Internal Control Over Financial Reporting](index=32&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section reports on any material changes to internal control over financial reporting - There have been no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[120](index=120&type=chunk) [PART II. Other Information](index=32&type=section&id=PART%20II.%20Other%20Information) This section covers legal proceedings, risk factors, equity sales, and a list of exhibits [Item 1. Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) This section states that there are no legal proceedings to report for the period - No legal proceedings to report[122](index=122&type=chunk) [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) This section indicates that there have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 - No material changes to previously disclosed risk factors from the **2021** Form 10-K[123](index=123&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section confirms no equity security purchases and outlines dividend payment restrictions - The company did not purchase any of its equity securities during the period[124](index=124&type=chunk) - VSE's loan agreement restricts cash dividends to an aggregate of **$6 million** per fiscal year, provided no event of default or covenant breach occurs[125](index=125&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Quarterly Report on Form 10-Q - The report includes various exhibits, such as Section 302 and 906 CEO/CFO certifications, and XBRL instance and taxonomy documents[127](index=127&type=chunk) [Signatures](index=34&type=section&id=Signatures) This section contains the official signatures of the company's authorized officers - The report was signed by John A. Cuomo, Director, Chief Executive Officer and President, and Stephen D. Griffin, Senior Vice President and Chief Financial Officer, on April 28, **2022**[131](index=131&type=chunk)

First Quarter 2022 Results Conference Call April 2022 Forward-Looking Statements This presentation contains statements that, to the extent they are not recitations of historical fact, constitute "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. All such statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigat ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _____ to _____ Commission File Number: 000-3676 VSE CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 54-0649263 (State or Other Jurisdictio ...

Fourth Quarter 2021 Results Conference Call March 2022 Forward-Looking Statements This presentation contains statements that, to the extent they are not recitations of historical fact, constitute "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. All such statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litiga ...

VSE Corporation (NASDAQ:VSEC) Q3 2021 Earnings Conference Call October 28, 2021 8:30 AM ET Company Participants Noel Ryan - IR John Cuomo - President and CEO Steve Griffin - CFO Conference Call Participants Ken Herbert - RBC Capital Markets Michael Ciarmoli - Truist Louis De Palma - William Blair Austin Moeller - Canaccord Jeff Van Sinderen - B. Riley Chris McGinnis - Sidoti & Company Operator Greetings. Welcome to the VSE Corporation Third Quarter 2021 Earnings Conference Call. [Operator Instructions] Plea ...

[PART I. Financial Information](index=4&type=section&id=PART%20I%20Financial%20Information) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements, including balance sheets, income statements, and cash flows [Unaudited Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Consolidated%20Balance%20Sheets) The company's assets, liabilities, and stockholders' equity show significant year-over-year growth Consolidated Balance Sheet Highlights (in thousands) | | Sep 30, 2021 | Dec 31, 2020 | Change | |---|---|---|---| | **Assets** | | | | | Total current assets | $459,861 | $354,957 | +$104,904 | | Total assets | $912,938 | $780,081 | +$132,857 | | **Liabilities** | | | | | Total current liabilities | $166,695 | $139,228 | +$27,467 | | Total liabilities | $501,917 | $423,764 | +$78,153 | | **Stockholders' Equity** | | | | | Total stockholders' equity | $411,021 | $356,317 | +$54,704 | [Unaudited Consolidated Statements of Income (Loss)](index=5&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Income%20(Loss)) Revenues increased, leading to a significant turnaround from net loss to net income for the nine-month period Consolidated Statements of Income (Loss) Highlights (in thousands, except per share) | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | |---|---|---|---|---| | Total revenues | $200,582 | $165,505 | $540,675 | $511,638 | | Total costs and operating expenses | $186,690 | $151,320 | $529,894 | $468,789 | | Operating income | $13,892 | $14,185 | $10,781 | $2,009 | | Net income (loss) | $9,021 | $8,108 | $1,766 | $(11,184) | | Basic earnings (loss) per share | $0.71 | $0.73 | $0.14 | $(1.01) | | Diluted earnings (loss) per share | $0.71 | $0.73 | $0.14 | $(1.01) | | Dividends declared per share | $0.09 | $0.09 | $0.27 | $0.27 | [Unaudited Consolidated Statements of Comprehensive Income (Loss)](index=6&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) Comprehensive income grew in Q3 and showed a significant positive swing for the nine-month period Consolidated Statements of Comprehensive Income (Loss) Highlights (in thousands) | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | |---|---|---|---|---| | Net income (loss) | $9,021 | $8,108 | $1,766 | $(11,184) | | Other comprehensive income (loss), net of tax | $173 | $388 | $836 | $(564) | | Comprehensive income (loss) | $9,194 | $8,496 | $2,602 | $(11,748) | [Unaudited Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity increased primarily due to a common stock issuance and net income Stockholders' Equity Changes (9 Months Ended Sep 30, 2021, in thousands) | Item | Shares | Common Stock Amount | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | |---|---|---|---|---|---|---| | Balance at Dec 31, 2020 | 11,055 | $553 | $31,870 | $325,097 | $(1,203) | $356,317 | | Issuance of common stock | 1,599 | $80 | $51,937 | — | — | $52,017 | | Net income | — | — | — | $1,766 | — | $1,766 | | Stock-based compensation | 50 | $2 | $3,515 | — | — | $3,517 | | Other comprehensive income, net of tax | — | — | — | — | $836 | $836 | | Dividends declared ($0.27 per share) | — | — | — | $(3,432) | — | $(3,432) | | Balance at Sep 30, 2021 | 12,704 | $635 | $87,322 | $323,431 | $(367) | $411,021 | [Unaudited Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flow from operations turned negative, while financing activities provided significant cash inflows Consolidated Statements of Cash Flows Highlights (9 Months Ended Sep 30, in thousands) | Cash Flow Activity | 2021 | 2020 | |---|---|---| | Net cash (used in) provided by operating activities | $(30,523) | $35,235 | | Net cash (used in) provided by investing activities | $(59,839) | $20,644 | | Net cash provided by (used in) financing activities | $90,367 | $(56,062) | | Net increase (decrease) in cash and cash equivalents | $5 | $(183) | | Cash and cash equivalents at end of period | $383 | $551 | [Notes to Unaudited Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) These notes detail the basis of presentation, acquisitions, revenue sources, debt, and other key financial items [(1) Basis of Presentation](index=15&type=section&id=(1)%20Basis%20of%20Presentation) Financials are prepared under U.S. GAAP for interim reporting, noting COVID-19 impacts and a recent stock offering - The unaudited consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and SEC Form 10-Q instructions[24](index=24&type=chunk)[25](index=25&type=chunk) - The COVID-19 pandemic continued to adversely impact the Aviation segment in the first nine months of 2021, with demand remaining below pre-pandemic levels[26](index=26&type=chunk) - In January 2021, the company completed a public offering of 1,599,097 shares of common stock at $35.00 per share, generating approximately **$52 million** in net proceeds[27](index=27&type=chunk)[99](index=99&type=chunk) [(2) Acquisitions and Divestitures](index=15&type=section&id=(2)%20Acquisitions%20and%20Divestitures) The company completed two strategic acquisitions in 2021 while having divested non-core assets in 2020 - Acquired HAECO Special Services, LLC (HSS) on March 1, 2021, for **$14.8 million**, enhancing the Federal and Defense segment's MRO support for military aircraft[28](index=28&type=chunk)[30](index=30&type=chunk) - Acquired Global Parts Group, Inc. on July 26, 2021, for approximately **$38 million cash**, expanding the Aviation segment's business and general aviation (B&GA) distribution and MRO services[32](index=32&type=chunk)[33](index=33&type=chunk) - Divested Prime Turbines LLC in February 2020 for **$20.0 million cash** and an **$8.3 million note receivable**, shifting the Aviation segment's focus to higher-growth areas[38](index=38&type=chunk)[39](index=39&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk) [(3) Revenue](index=17&type=section&id=(3)%20Revenue) Revenue is detailed by customer type and revenue stream, with commercial revenue showing strong growth Revenue by Customer (in thousands) | Customer | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | |---|---|---|---|---| | Commercial | $94,163 | $48,974 | $218,544 | $156,430 | | DoD | $60,862 | $56,935 | $173,501 | $185,956 | | Other government | $45,557 | $59,596 | $148,630 | $169,252 | | Total | $200,582 | $165,505 | $540,675 | $511,638 | Revenue by Type (in thousands) | Revenue Type | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | |---|---|---|---|---| | Repair | $18,714 | $17,280 | $56,051 | $66,936 | | Distribution | $114,678 | $82,657 | $282,031 | $247,728 | | Cost Plus Contract | $26,775 | $18,194 | $65,139 | $61,182 | | Fixed Price Contract | $25,729 | $32,937 | $82,090 | $107,932 | | T&M Contract | $14,686 | $14,437 | $55,364 | $27,860 | | Total | $200,582 | $165,505 | $540,675 | $511,638 | - Unbilled receivables increased from **$22.4 million** to **$30.8 million**, primarily due to the HSS acquisition and revenue recognition exceeding billings[49](index=49&type=chunk) - Approximately **57%** of revenues for the three and nine months ended September 30, 2021, were recognized at a point in time (product sales)[50](index=50&type=chunk) [(4) Debt](index=20&type=section&id=(4)%20Debt) Long-term debt increased to fund operations and acquisitions, with the company remaining in covenant compliance Long-term Debt (in thousands) | Debt Type | Sep 30, 2021 | Dec 31, 2020 | |---|---|---| | Bank credit facility - term loan | $63,925 | $77,988 | | Bank credit facility - revolver loans | $232,659 | $175,473 | | Principal amount of long-term debt | $296,584 | $253,461 | | Total long-term debt, less current portion | $280,047 | $230,714 | - On July 23, 2021, the company amended its loan agreement, **extending maturity dates to July 2024** and modifying financial covenants[55](index=55&type=chunk) - The company uses interest rate hedges on a portion of its debt (**$75 million** as of Sep 30, 2021), resulting in an effective interest rate of **3.90%** on aggregate outstanding debt[61](index=61&type=chunk) - The company was in compliance with all loan agreement covenants as of September 30, 2021, and expects to remain compliant for the next twelve months[63](index=63&type=chunk) [(5) Earnings Per Share](index=22&type=section&id=(5)%20Earnings%20Per%20Share) Weighted average shares outstanding increased due to the January 2021 public stock offering Weighted Average Common Shares Outstanding | Share Type | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | |---|---|---|---|---| | Basic weighted average common shares outstanding | 12,704,165 | 11,043,246 | 12,496,646 | 11,028,283 | | Diluted weighted average common shares outstanding | 12,774,636 | 11,100,356 | 12,573,076 | 11,028,283 | [(6) Commitments and Contingencies](index=23&type=section&id=(6)%20Commitments%20and%20Contingencies) The company faces various legal proceedings and government audits that are not expected to have a material adverse effect - The company is involved in various claims and legal proceedings in the normal course of business, but management believes their resolution will not have a material adverse effect on financial results[68](index=68&type=chunk) - Government audits and investigations are ongoing, but the company believes the outcome will not materially impact its financial condition or results of operations[69](index=69&type=chunk) [(7) Business Segments and Customer Information](index=23&type=section&id=(7)%20Business%20Segments%20and%20Customer%20Information) The Aviation segment showed strong revenue growth, while an inventory reserve impacted its operating income - The company operates in three reportable segments: **Aviation**, **Fleet**, and **Federal and Defense**[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk) Segment Revenues (in thousands) | Segment | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | |---|---|---|---|---| | Aviation | $73,124 | $36,218 | $165,010 | $126,519 | | Fleet | $60,268 | $63,719 | $173,072 | $188,145 | | Federal and Defense | $67,190 | $65,568 | $202,593 | $196,974 | | Total revenues | $200,582 | $165,505 | $540,675 | $511,638 | Segment Operating Income (Loss) (in thousands) | Segment | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | |---|---|---|---|---| | Aviation | $3,719 | $1,586 | $(18,885) | $(34,680) | | Fleet | $5,387 | $6,589 | $15,128 | $20,509 | | Federal and Defense | $5,386 | $6,746 | $17,410 | $18,441 | | Corporate/unallocated expenses | $(600) | $(736) | $(2,872) | $(2,261) | | Operating income | $13,892 | $14,185 | $10,781 | $2,009 | - Aviation segment operating income for the first nine months of 2021 was reduced by **$23.7 million** due to an inventory reserve expense related to the COVID-19 pandemic[74](index=74&type=chunk) Revenue by Customer Percentage | Customer | 3 Months Ended Sep 30, 2021 (%) | 3 Months Ended Sep 30, 2020 (%) | 9 Months Ended Sep 30, 2021 (%) | 9 Months Ended Sep 30, 2020 (%) | |---|---|---|---|---| | Commercial | 47% | 30% | 41% | 31% | | DoD | 30% | 34% | 32% | 36% | | Other government | 23% | 36% | 27% | 33% | | Total | 100% | 100% | 100% | 100% | [(8) Goodwill and Intangible Assets](index=24&type=section&id=(8)%20Goodwill%20and%20Intangible%20Assets) Goodwill and intangible assets increased due to recent acquisitions in the Aviation segment Goodwill Changes (9 Months Ended Sep 30, 2021, in thousands) | Segment | Balance as of Dec 31, 2020 | Increase from acquisitions | Balance as of Sep 30, 2021 | |---|---|---|---| | Fleet | $63,190 | — | $63,190 | | Federal and Defense | $30,883 | — | $30,883 | | Aviation | $144,053 | $2,700 | $146,753 | | Total | $238,126 | $2,700 | $240,826 | Intangible Assets, Net (in thousands) | Intangible Asset Type | Sep 30, 2021 | Dec 31, 2020 | |---|---|---| | Contract and customer-related | $113,619 | $98,463 | | Acquired technologies | $767 | $1,613 | | Trade names | $2,655 | $3,519 | | Total | $117,041 | $103,595 | - The increase in contract and customer-related intangibles is due to the HSS and Global Parts acquisitions[79](index=79&type=chunk) - Amortization expense for intangible assets was **$4.9 million** for Q3 2021 and **$13.8 million** for the first nine months of 2021[80](index=80&type=chunk) [(9) Fair Value Measurements](index=25&type=section&id=(9)%20Fair%20Value%20Measurements) The company details assets and liabilities measured at fair value, including a new earn-out obligation Financial Assets and Liabilities Measured at Fair Value (in thousands) | Item | Fair Value Hierarchy | Sep 30, 2021 | Dec 31, 2020 | |---|---|---|---| | Non-COLI assets held in Deferred Supplemental Compensation Plan | Level 1 | $1,299 | $1,120 | | Interest rate swap agreements | Level 2 | $490 | $1,603 | | Earn-out obligation - short-term | Level 3 | $1,000 | — | | Earn-out obligation - long-term | Level 3 | $250 | — | - Interest rate swap agreements are accounted for as highly effective cash flow hedges[82](index=82&type=chunk)[84](index=84&type=chunk) - The earn-out obligation for the Global Parts acquisition (up to **$2.0 million**) is measured at fair value using a probability-based scenario analysis (Level 3)[85](index=85&type=chunk) [(10) Income Taxes](index=26&type=section&id=(10)%20Income%20Taxes) The effective tax rate for 2021 reflects a shift from book loss to book income compared to 2020 Effective Tax Rates | Period | 2021 | 2020 | |---|---|---| | Three months ended Sep 30 | 18.8% | 23.9% | | Nine months ended Sep 30 | 23.4% | (38.4)% | - The difference in effective tax rates is primarily due to a significantly higher tax loss in 2020 and the shift from book loss in 2020 to book income in 2021[88](index=88&type=chunk) [(11) Recently Issued Accounting Pronouncements Not Yet Adopted](index=26&type=section&id=(11)%20Recently%20Issued%20Accounting%20Pronouncements%20Not%20Yet%20Adopted) The company is currently evaluating the impact of reference rate reform on its financial statements - The company is evaluating the impact of ASU 2020-04 (Reference Rate Reform) on its financial statements, particularly concerning the transition from LIBOR[89](index=89&type=chunk)[91](index=91&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, business trends, COVID-19 impacts, and critical accounting policies [General Overview](index=28&type=section&id=General%20Overview) The company provides diversified aftermarket services and has pursued strategic acquisitions and divestitures - VSE Corporation is a diversified aftermarket products and services company serving government and commercial markets[93](index=93&type=chunk) - Key acquisitions in 2021 include **Global Parts Group, Inc.** and **HAECO Special Services, LLC**, expanding MRO and distribution capabilities[94](index=94&type=chunk)[95](index=95&type=chunk) - Divestitures in 2020 included Prime Turbines, LLC and CT Aerospace, LLC inventory, allowing the Aviation segment to focus on higher-growth areas[96](index=96&type=chunk)[97](index=97&type=chunk) - A public offering of common stock in February 2021 generated **$52 million** in net proceeds for general corporate purposes[99](index=99&type=chunk) [COVID-19 Discussion](index=29&type=section&id=COVID-19%20Discussion) The pandemic continues to impact the Aviation segment, while supply chain and labor challenges persist - All businesses remained operational, but the Aviation segment experienced reduced demand due to decreased commercial airline travel[103](index=103&type=chunk) - The Fleet and Federal and Defense segments anticipate limited disruption due to their essential services customer bases[104](index=104&type=chunk) - The company recorded a **$30.9 million** goodwill impairment charge for the VSE Aviation reporting unit in Q2 2020 due to COVID-19 impacts[109](index=109&type=chunk) - An additional **$24.4 million** inventory reserve was recorded in Q2 2021 for the Aviation segment due to excess and slow-moving inventory[111](index=111&type=chunk) - Supply chain challenges persist, including material sourcing constraints, strained logistics capacity, and labor availability issues[116](index=116&type=chunk) - New federal contractor vaccination requirements could lead to attrition and labor challenges[118](index=118&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk) [Business Trends](index=31&type=section&id=Business%20Trends) All segments are pursuing strategic growth initiatives, with Aviation recovering and Federal and Defense growing its backlog - **Aviation Segment**: Experienced sustained sequential quarterly revenue increases, with **83%** year-over-year distribution revenue growth in the first nine months of 2021[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk) - **Fleet Segment**: Focused on commercial customer diversification, with commercial revenue increasing approximately **66%** in Q3 2021[129](index=129&type=chunk)[130](index=130&type=chunk) - **Federal and Defense Segment**: Bookings increased **20%** year-over-year to **$234 million** for the first nine months of 2021, with funded backlog up **23%** to **$218 million**[131](index=131&type=chunk)[132](index=132&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) [Financial Statement Presentation](index=34&type=section&id=Financial%20Statement%20Presentation) Revenue sources vary by segment, with costs and operating expenses generally fluctuating with business activity - Revenues are derived from product delivery and professional/technical services across the company's segments[133](index=133&type=chunk) - Costs and operating expenses include cost of goods sold, direct/indirect contract costs, SG&A, amortization, and nonrecurring charges[134](index=134&type=chunk) Federal and Defense Segment Bookings and Backlog (in millions) | Metric | 2021 (9 Months) | 2020 (9 Months) | |---|---|---| | Bookings | $234 | $195 | | Revenues | $203 | $197 | | Funded Contract Backlog (as of Sep 30) | $218 | $177 | [Critical Accounting Policies, Estimates and Judgments](index=34&type=section&id=Critical%20Accounting%20Policies,%20Estimates%20and%20Judgments) Key accounting policies involve significant estimates for revenue recognition, business combinations, goodwill, and income taxes - Revenue recognition follows ASC 606, with performance obligations satisfied either at a point in time or over time[139](index=139&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk)[145](index=145&type=chunk) - Business combinations are accounted for using the acquisition method, which involves significant management judgment and estimates[149](index=149&type=chunk) - Goodwill is reviewed for impairment annually, with the VSE Aviation reporting unit (**$147 million goodwill**) remaining at risk for future impairment[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) - Income taxes are accounted for under the asset and liability method, relying on assumptions about future taxable income[157](index=157&type=chunk)[158](index=158&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) Consolidated revenues grew, and operating income improved significantly for the nine-month period despite higher operating expenses Consolidated Results of Operations (in thousands) | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | Change (3 Months) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | Change (9 Months) | |---|---|---|---|---|---|---| | Revenues | $200,582 | $165,505 | +$35,077 | $540,675 | $511,638 | +$29,037 | | Costs and operating expenses | $186,690 | $151,320 | +$35,370 | $529,894 | $468,789 | +$61,105 | | Operating income | $13,892 | $14,185 | $(293) | $10,781 | $2,009 | +$8,772 | | Net income (loss) | $9,021 | $8,108 | +$913 | $1,766 | $(11,184) | +$12,950 | - Q3 2021 revenues increased **21.2%** YoY, driven by Aviation (**+102%**) and Federal and Defense (**+2%**), partially offset by Fleet (**-5%**)[163](index=163&type=chunk) - Q3 2021 operating income decreased **2.1%** YoY, with decreases in Federal and Defense and Fleet, partially offset by an increase in Aviation[165](index=165&type=chunk) - 9M 2021 revenues increased **5.7%** YoY, primarily from Aviation (**+30%**) and Federal and Defense (**+3%**), partially offset by Fleet (**-8%**)[168](index=168&type=chunk) - 9M 2021 operating income increased **437%** YoY, driven by Aviation, despite decreases in Fleet and Federal and Defense[169](index=169&type=chunk)[172](index=172&type=chunk)[173](index=173&type=chunk) - Interest expense decreased in both Q3 and 9M 2021 due to lower average interest rates on borrowings[166](index=166&type=chunk)[174](index=174&type=chunk) - The effective tax rate for 9M 2021 was **23.4%** compared to **(38.4)%** in 9M 2020, primarily due to the shift from book loss to book income[175](index=175&type=chunk) [Segment Operating Results](index=42&type=section&id=Segment%20Operating%20Results) Aviation revenue surged due to new contracts and acquisitions, while Fleet and Federal and Defense faced mixed results Aviation Segment Results (in thousands) | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | Change (3 Months) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | Change (9 Months) | |---|---|---|---|---|---|---| | Revenues | $73,124 | $36,218 | +$36,906 | $165,010 | $126,519 | +$38,491 | | Operating income (loss) | $3,719 | $1,586 | +$2,133 | $(18,885) | $(34,680) | +$15,795 | | Profit (loss) percentage | 5.1% | 4.4% | | (11.4)% | (27.4)% | | - Aviation revenue growth in Q3 2021 was **102%** YoY, driven by new distribution contracts and the Global Parts acquisition[177](index=177&type=chunk)[180](index=180&type=chunk) - Aviation operating loss decreased by **$15.8 million (46%)** for 9M 2021, impacted by a **$23.7 million** inventory reserve in Q2 2021 and a **$33.7 million** goodwill impairment in 2020[181](index=181&type=chunk)[184](index=184&type=chunk) Fleet Segment Results (in thousands) | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | Change (3 Months) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | Change (9 Months) | |---|---|---|---|---|---|---| | Revenues | $60,268 | $63,719 | $(3,451) | $173,072 | $188,145 | $(15,073) | | Operating income | $5,387 | $6,589 | $(1,202) | $15,128 | $20,509 | $(5,381) | | Profit percentage | 8.9% | 10.3% | | 8.7% | 10.9% | | - Fleet revenues decreased **5%** in Q3 2021 YoY, primarily due to a **$7.1 million** non-recurring COVID-19 related order in Q3 2020[185](index=185&type=chunk) - Fleet operating income decreased **26%** for 9M 2021, due to changes in product mix and a **$0.7 million** inventory valuation reserve[190](index=190&type=chunk) Federal and Defense Segment Results (in thousands) | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | Change (3 Months) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | Change (9 Months) | |---|---|---|---|---|---|---| | Revenues | $67,190 | $65,568 | +$1,622 | $202,593 | $196,974 | +$5,619 | | Operating income | $5,386 | $6,746 | $(1,360) | $17,410 | $18,441 | $(1,031) | | Profit percentage | 8.0% | 10.3% | | 8.6% | 9.4% | | - Federal and Defense revenues increased **2%** in Q3 2021 YoY, driven by new U.S. Air Force work from the HSS acquisition[192](index=192&type=chunk) - Federal and Defense operating income decreased **6%** for 9M 2021, primarily due to a less favorable mix of fixed-price awards[195](index=195&type=chunk) [Financial Condition](index=45&type=section&id=Financial%20Condition) The company's financial condition remains stable, supported by a recent stock offering and available credit - No material adverse change in financial condition in Q3 2021, with **$117 million** in unused bank loan commitments[196](index=196&type=chunk) - The February 2021 public offering generated **$52 million** in net proceeds, contributing to financial resources[196](index=196&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) Cash from operations decreased due to inventory investment, while financing activities provided significant capital - Cash and cash equivalents increased by **$5 thousand** during the first nine months of 2021[197](index=197&type=chunk) - Cash used in operating activities was **$30.5 million** in 9M 2021, a significant change from **$35.2 million** provided in 9M 2020, primarily due to increased inventory investment[198](index=198&type=chunk)[199](index=199&type=chunk) - Cash used in investing activities was **$59.8 million** in 9M 2021, mainly for the HSS and Global Parts acquisitions (**$53.2 million**)[202](index=202&type=chunk) - Cash provided by financing activities was **$90.4 million** in 9M 2021, largely from **$52.0 million** in common stock proceeds[203](index=203&type=chunk) - The company paid **$3.3 million** (**$0.27** per share) in cash dividends in 9M 2021[204](index=204&type=chunk) - The company has a loan agreement expiring in July 2024 and expects to remain compliant with financial covenants[208](index=208&type=chunk)[209](index=209&type=chunk)[210](index=210&type=chunk)[214](index=214&type=chunk) Maximum Total Funded Debt to EBITDA Ratio Covenants | Testing Period | Maximum Total Funded Debt to EBITDA Ratio | |---|---| | From July 23, 2021 through and including December 31, 2021 | 4.50 to 1.00 | | From January 1, 2022 through and including June 30, 2022 | 4.25 to 1.00 | | From July 1, 2022 through and including September 30, 2022 | 4.00 to 1.00 | | From October 1, 2022 through and including December 31, 2022 | 3.75 to 1.00 | | From January 1, 2023 through and including March 31, 2023 | 3.50 to 1.00 | | From April 1, 2023 and thereafter | 3.25 to 1.00 | [Item 3. Quantitative and Qualitative Disclosures About Market Risks](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risks) The company is exposed to interest rate risk from its variable-rate debt, which it mitigates with interest rate swaps - The company is exposed to variable interest rate risk on its bank loan agreement and uses LIBOR-based interest rate swaps to mitigate this[218](index=218&type=chunk)[219](index=219&type=chunk)[221](index=221&type=chunk) - The phase-out of LIBOR poses a risk, as the consequences of its discontinuance are uncertain and could lead to increased variable rate debt[222](index=222&type=chunk) [Item 4. Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were effective, noting changes related to the Global Parts acquisition - The CEO and CFO concluded that disclosure controls and procedures were effective as of September 30, 2021[225](index=225&type=chunk) - Internal control over financial reporting changed due to the Global Parts acquisition, with corporate functions integrated and control structures modified[226](index=226&type=chunk) - No other material changes to internal control over financial reporting occurred during Q3 2021[227](index=227&type=chunk) [PART II. Other Information](index=51&type=section&id=PART%20II%20Other%20Information) [Item 1. Legal Proceedings](index=51&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings for the period covered by this report - No legal proceedings were reported[229](index=229&type=chunk) [Item 1A. Risk Factors](index=51&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the Annual Report on Form 10-K - No material changes to previously disclosed risk factors in the 2020 Form 10-K[230](index=230&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=51&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase equity securities, and its dividend policy is restricted by its loan agreement - The company did not purchase any of its equity securities during the period[231](index=231&type=chunk) - VSE's loan agreement limits annual cash dividends to **$6 million**, contingent on no event of default or covenant breach[232](index=232&type=chunk) [Item 6. Exhibits](index=53&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including agreements and certifications - Exhibits include an Executive Employment Agreement, Section 302 and 906 CEO/CFO Certifications, and various XBRL taxonomy documents[234](index=234&type=chunk) [Signatures](index=54&type=section&id=Signatures) The report is duly signed on behalf of VSE Corporation by its CEO and CFO - The report was signed by John A. Cuomo, Director, Chief Executive Officer and President, and Stephen D. Griffin, Senior Vice President and Chief Financial Officer, on October 28, 2021[239](index=239&type=chunk)

VSE Corporation (NASDAQ:VSEC) Q2 2021 Earnings Conference Call July 29, 2021 8:30 AM ET Company Participants Noel Ryan - Investor Relations John Cuomo - President and Chief Executive Officer Steve Griffin - Senior Vice President and Chief Financial Officer Conference Call Participants Michael Ciarmoli - Truist Louie DiPalma - William Blair Jeff Van Sinderen - B. Riley Austin Moeller - Canaccord Genuity Operator Greetings, and welcome to the VSE Corporation’s Second Quarter 2021 Earnings Conference Call. At ...

Second Quarter 2021 Results Conference Call Forward-Looking Statements This presentation contains statements that, to the extent they are not recitations of historical fact, constitute "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. All such statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _____ to _____ Commission File Number: 000-03676 VSE CORPORATION (Exact Name of Registrant as Specified in its Charter) | Delaware | 54-0649263 | | --- | --- | | ...

Financial Data and Key Metrics Changes - The company reported $165 million in revenue for Q1 2021, down 7% year-over-year, but a decline of less than 3% when excluding 2020 divestitures in the Aviation segment [23] - Revenue grew 10% compared to Q4 2020, with all three segments showing sequential growth [23] - Adjusted EBITDA margin rates declined primarily due to COVID-19's impact on global revenue passenger miles [24] Business Line Data and Key Metrics Changes - Aviation segment revenue increased 15% quarter-over-quarter, marking the third consecutive quarter of growth, with adjusted EBITDA improving 61% sequentially [25] - Fleet segment revenue increased approximately 3% year-over-year, driven by a 64% increase in commercial revenue, particularly in e-commerce fulfillment [26] - Federal and Defense segment revenue was flat year-over-year but increased 15% compared to Q4 2020, benefiting from new contract awards and the recently acquired HAECO Special Services [27] Market Data and Key Metrics Changes - The Aviation segment's distribution revenue returned to pre-pandemic levels during Q1 2021, indicating a recovery in the aviation market [9] - The commercial revenue represented 26% of total Fleet revenue in Q1 2021, up from 17% in the prior year period, reflecting a successful customer diversification strategy [18] Company Strategy and Development Direction - The company is focused on business transformation through organic market share gains and new business wins across all segments, alongside inorganic growth from acquisitions [7] - A significant $1 billion, 15-year engine accessories agreement was announced, expected to generate approximately $12 million in revenue for 2021 and $45 million in 2022, with potential for over $60 million annually once fully implemented [10][14] - The company aims to build a pipeline of higher value flight-critical business, enhancing its service offerings and market share in the general aviation sector [12][15] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the recovery of the aviation market and anticipates continued sequential growth across all business segments throughout 2021 [32] - The company expects to be free cash flow negative for the full year 2021 due to significant working capital investments but anticipates cash conversion to accelerate in 2022 [29][30] Other Important Information - The integration of HAECO Special Services has progressed quickly, with expectations for it to contribute positively to revenue and profit [20] - The company invested approximately $35 million in inventory during Q1 2021 to support new programs, including $20 million related to the engine accessories agreement [28] Q&A Session Summary Question: Margin profile of the new distribution agreement - Management refrained from disclosing specific margin details but indicated that the agreement's contribution would ramp up into 2022 [39][40] Question: Pipeline of similar agreements - Management expressed confidence in the backlog and pipeline across all segments, noting that while there are significant awards, they are not as large as the recently announced agreement [42] Question: Sequential growth expectations - Management expects all three business segments to grow sequentially, maintaining confidence in the overall qualitative guidance for the year [43] Question: Contract value proposition and competition - The company highlighted its history and success in distribution and MRO activities as key differentiators in winning the new contract [51][52] Question: Cross-sell opportunities - Management indicated that there are opportunities for cross-selling and upselling, particularly as OEMs recognize the company's capabilities [54] Question: Distribution growth drivers - The growth in distribution was attributed to proprietary products and new business wins, alongside a general market recovery [56]