Core Viewpoint - VSE Corporation has successfully completed the acquisition of GenNx/AeroRepair IntermediateCo Inc., enhancing its position in the aviation aftermarket distribution and repair services sector [1] Group 1: Acquisition Details - The acquisition involves Aero 3, Inc., which is a diversified global Maintenance, Repair and Overhaul (MRO) service provider [1] - Aero 3 is a portfolio company of GenNx360 Capital Partners, indicating a strategic partnership that may enhance VSE's service offerings [1] Group 2: Strategic Implications - This acquisition is expected to strengthen VSE's capabilities in the MRO sector, potentially leading to increased market share and service diversification [1] - The move aligns with VSE's strategy to expand its footprint in the aviation aftermarket services industry [1]

Core Points - VSE Corporation, a leading provider of aviation aftermarket distribution and repair services, announced participation in the Baird 2025 Global Industrials Conference [1] - The conference will take place in Chicago, IL, on November 11, 2025 [1] - John Cuomo, President and CEO of VSE Corporation, is scheduled to present at 9:05 AM Central Time [1]

Core Viewpoint - VSE Corporation has priced its public offering of common stock, aiming to raise approximately $384 million to fund its acquisition of Aero 3 and support future strategic acquisitions [1][2]. Group 1: Offering Details - VSE Corporation is offering 2,352,941 shares of common stock at a price of $170.00 per share [1]. - The underwriters have a 30-day option to purchase an additional 352,941 shares [1]. - The offering is expected to close on October 29, 2025, pending customary closing conditions [1]. Group 2: Use of Proceeds - The net proceeds from the offering are expected to be approximately $384 million after deducting underwriting discounts and commissions [2]. - VSE intends to use the proceeds to fund the cash consideration for the acquisition of Aero 3, support potential future strategic acquisitions, and for general corporate purposes [2]. Group 3: Underwriters - Jefferies and Morgan Stanley are acting as joint lead book-running managers for the offering [3]. - RBC Capital Markets and William Blair are serving as joint book-runners, while Truist Securities, B. Riley Securities, and Stifel are additional book-runners [3]. - KeyBanc Capital Markets, Benchmark, a StoneX Company, and Jones are co-managers for the offering [3]. Group 4: Company Overview - VSE Corporation is a leading provider of aviation aftermarket distribution and repair services, focused on enhancing the productivity and longevity of high-value assets [6]. - The company is headquartered in Miramar, Florida, and supports engine component and airframe accessory part distribution and repair services for commercial and business aviation operators [6].

Financial Performance Highlights - Revenue for Q3 2025 reached $283 million, a 39% increase compared to Q3 2024, driven by growth in Aviation distribution and MRO businesses, as well as contributions from recent acquisitions[13] - Adjusted EBITDA for Q3 2025 was $47 million, representing 16.7% of revenue, a 58% increase from Q3 2024, attributed to execution on distribution programs, increased MRO activity, strong performance from OEM licensed manufacturing programs, and contributions from acquisitions[13] - Adjusted Net Income for Q3 2025 was $20 million, and Adjusted diluted earnings per share was $0.99, representing increases of 111% and 87%, respectively[13] - Adjusted Net Leverage stood at 20x, driven by Adjusted EBITDA growth and Free Cash Flow of $18 million[13] Aviation Segment Performance - Aviation segment revenue grew by 39% from Q3 2024 to Q3 2025[18] - Aviation segment operating income increased by 50% from Q3 2024 to Q3 2025[18] - Aviation segment Adjusted EBITDA increased by 51% from Q3 2024 to Q3 2025[18] Guidance and Balance Sheet - Revenue guidance for full year 2025 increased to 38% to 40% year-over-year growth[21] - Aviation Adjusted EBITDA Margin guidance for full year 2025 increased to 170% to 1725%[21] - Net Debt outstanding as of September 30, 2025, was $347 million[23] - Cash and Revolver availability as of September 30, 2025, was $347 million[23] Strategic Initiatives - VSE acquired Aero 3, expanding its portfolio of aftermarket Wheel & Brake (W&B) services[6, 10] - The company is focused on integrating acquired businesses and capturing synergies, with integration initiatives progressing on or ahead of schedule toward mid-2026 completion[12, 25]

Financial Data and Key Metrics Changes - Total adjusted sales grew 13% to $740 million year over year, with organic sales growth at 17% when excluding landing gear sales from the previous year [9][10] - Adjusted EBITDA increased 18% to $86.7 million, with adjusted EBITDA margins rising to 11.7% from 11.3% [9] - Adjusted diluted EPS increased by 27% to $1.08 from $0.85 in the same quarter last year [10] Business Line Data and Key Metrics Changes - Parts supply sales grew 27% to $318 million, with adjusted EBITDA of $43.8 million, up 34%, and adjusted EBITDA margin increasing to 13.8% from 13.1% [10][11] - Repair and engineering sales decreased 1% to $215 million, but organic sales growth was 8% when excluding landing gear divestiture, with adjusted EBITDA of $28.1 million, up 1% [11][12] - Integrated solutions sales increased by 10% year over year to $185 million, with adjusted EBITDA of $14.2 million, up 5% [12] Market Data and Key Metrics Changes - Adjusted sales growth to government customers increased 21%, while adjusted organic sales to commercial customers increased 15% [9] - Total commercial sales accounted for 71% of total sales, with government sales making up the remaining 29% [9] Company Strategy and Development Direction - The company is focused on driving growth through market share capture and new business, improving margins through cost efficiency, and increasing intellectual property through software investments [5][15] - The acquisition of Aerostrat is expected to enhance software capabilities and expand the reach of Trax software solutions [8][14] - The company aims to continue strengthening its offerings with targeted acquisitions to accelerate its strategy [15][16] Management's Comments on Operating Environment and Future Outlook - Management expects sales growth of 7% to 10% for Q2, with organic sales growth approaching 10% for the full fiscal year [15] - The company is encouraged by the additional assets coming to market, which is expected to drive growth in the USM business [31] - Management highlighted the importance of maintaining cash positivity while investing in inventory to support growth [37] Other Important Information - The company invested over $50 million in inventory to support future growth, particularly in parts supply [14] - Net debt leverage increased slightly from 2.72 times to 2.82 times due to organic and inorganic investments [13] Q&A Session Summary Question: What is behind the slight uptick in full-year expectations? - Management indicated that parts supply is leading the way with a strong quarter showing 27% organic growth [18] Question: Can you comment on the pipeline for new distribution agreements? - Management noted that the majority of recent wins have been from taking market share, with a different exclusive distribution model resonating well [19][20] Question: Do you expect to outgrow the market within distribution? - Management confirmed the expectation to maintain growth above market rates in distribution [24] Question: What are the cross-selling opportunities within repair and engineering? - Management stated that they are in the early stages of executing a cross-selling strategy, with a long pipeline of opportunities [26] Question: Has the trend in USM sales continued into the current quarter? - Management confirmed a meaningful growth in USM business, driven by a loosening supply of assets [31] Question: What is the margin opportunity for parts supply with more USM available? - Management indicated that while USM margins have been depressed, they expect margins to expand as more supply comes to market [32] Question: Is there an agreement with Aerostrat employees to retain key personnel? - Management confirmed an earnout agreement for key team members to incentivize retention [33] Question: What is the company's exposure to engine-related aftermarket services? - Management highlighted significant exposure, with 80% of USM parts being engine-related [41] Question: How far along is Trax in becoming a digital marketplace? - Management stated that they are actively investing in making Trax a digital marketplace, with announcements expected in the first half of 2026 [45]

Financial Data and Key Metrics Changes - Total adjusted sales grew 13% to $740 million year over year, with organic sales growth at 17% when excluding landing gear sales from the previous year [10][11] - Adjusted EBITDA increased 18% to $86.7 million, with adjusted EBITDA margins rising to 11.7% from 11.3% [10] - Adjusted diluted EPS increased by 27% to $1.08 from $0.85 in the same quarter last year [11] Business Line Data and Key Metrics Changes - Parts supply sales grew 27% to $318 million, with adjusted EBITDA of $43.8 million, up 34%, and adjusted EBITDA margin increasing to 13.8% from 13.1% [11][12] - Repair and engineering sales decreased 1% to $215 million, but organic sales growth was 8% when excluding landing gear divestiture, with adjusted EBITDA of $28.1 million, up 1% [12] - Integrated solutions sales increased by 10% year over year to $185 million, with adjusted EBITDA of $14.2 million, up 5% [13] Market Data and Key Metrics Changes - Adjusted sales growth to government customers increased 21%, while adjusted organic sales to commercial customers increased 15% [10] - Total commercial sales accounted for 71% of total sales, with government sales making up the remaining 29% [10] Company Strategy and Development Direction - The company is focused on driving growth through market share capture and new business, improving margins through cost efficiency, and increasing intellectual property through software investments [6][16] - The acquisition of Aerostrat is expected to enhance software capabilities and expand the reach of Trax software solutions [9][15] - The company aims to strengthen its offerings with targeted acquisitions to accelerate its strategy [16][17] Management's Comments on Operating Environment and Future Outlook - Management expects sales growth of 7% to 10% for Q2, with full fiscal year organic sales growth approaching 10% [16] - The company is well positioned in attractive segments of the growing aviation aftermarket, with unique distribution and repair capabilities [16] Other Important Information - The company invested over $50 million in inventory to support future growth, particularly in parts supply [15][37] - Net debt leverage increased slightly from 2.72 times to 2.82 times due to organic and inorganic investments [14] Q&A Session Summary Question: What is behind the slight uptick in full-year expectations? - Management indicated that parts supply is leading the way with a strong quarter showing 27% organic growth [19] Question: Can you comment on the pipeline for new distribution agreements? - The majority of recent wins have been from taking market share, with a different exclusive distribution model resonating well with OEMs [20][21] Question: Do you still expect to outgrow the market within distribution? - Management confirmed the expectation to maintain growth above market rates in distribution [25] Question: Can you discuss cross-selling opportunities within repair and engineering? - Management noted they are in the early stages of executing a cross-selling strategy, with a long pipeline of opportunities [26][28] Question: Has the trend in USM sales continued into the current quarter? - Management observed a meaningful growth in USM business, driven by a loosening supply of assets [31] Question: What is the margin opportunity for parts supply if more USM comes available? - Management expects margins to expand as more supply comes onto the market, although current margins are tighter than historical levels [32] Question: Is there an agreement with Aerostrat employees to ensure retention? - There is a three-year earnout associated with the acquisition to incentivize key team members to stay [33] Question: What is the company's exposure to engine-related aftermarket services? - Management stated that 80% of USM parts business is engine-related, indicating significant exposure in this area [41] Question: How far along is Trax in becoming a digital marketplace? - Management is actively investing in making Trax a digital marketplace, with expected announcements in the first half of 2026 [45]

Financial Performance - VSE achieved record revenue of $272 million in Q2 2025, a 41% increase year-over-year, driven by strong performance in aviation distribution and MRO businesses [17][21] - Adjusted EBITDA rose 52% to $43 million, with an adjusted EBITDA margin of 16%, reflecting a 110 basis point improvement from the previous year [21][17] - Adjusted net income increased by 149% to $20 million, with adjusted diluted earnings per share rising to $0.97, a 106% increase [21][19] Business Segment Performance - The Aviation segment generated $272 million in revenue, a 41% increase, with distribution revenue up 50% and MRO revenue up 27% [22][21] - Organic revenue growth in the Aviation segment was approximately 13% when excluding recent acquisitions [22] - Adjusted EBITDA for the Aviation segment increased by 48% to $47 million, representing 17.1% of revenue, driven by favorable pricing and product mix [23][21] Market Environment - The second quarter began with softness in the aftermarket due to tariff uncertainties, but activity rebounded in May and June [15] - The aviation aftermarket, particularly in the engine segment, is expected to remain strong, with engine-related MRO and distribution revenue accounting for over 50% of total aviation revenue [16][17] Company Strategy and Industry Competition - VSE completed the sale of its fleet segment, focusing on higher growth and higher margin distribution and MRO services within the aviation aftermarket [7][6] - The company is prioritizing integration of recent acquisitions to unlock efficiencies and enhance customer value, with a focus on capturing synergies [29][30] - VSE is expanding repair capabilities and increasing capacity across operations to meet strong demand [28][30] Management Commentary on Operating Environment and Future Outlook - Management expressed confidence in continued strength in the aviation aftermarket, particularly in the engine segment, and highlighted targeted investments to capitalize on growth [16][28] - The company reaffirmed its full-year 2025 Aviation segment revenue growth guidance of 35% to 40% and raised adjusted EBITDA margin guidance to 16.5% to 17% [24][25] Other Important Information - VSE secured a new $700 million credit facility, providing financial flexibility to support growth initiatives [9] - The company generated approximately $6 million in free cash flow during the quarter, an improvement of $28 million year-over-year [26][27] Q&A Session Summary Question: Can you discuss organic growth expectations for the second half of the year? - Management indicated that organic growth is expected to continue, with engine markets outperforming component markets, particularly in commercial aviation [35][36] Question: What are the synergies expected from recent acquisitions? - Management noted that significant cost synergies have already been captured, with ongoing opportunities for margin expansion as integrations progress [68][70] Question: How sustainable is the free cash flow generation? - Management highlighted a strong cash generation in the first half and anticipated continued improvement in free cash flow in the second half, driven by better working capital management [44][45] Question: What is the outlook for the Honeywell fuel control program? - Management stated that the program is performing well, but further growth opportunities will be evaluated after achieving full implementation [72][73] Question: What is the strategy for the USM business moving forward? - The company plans to shift the USM business towards a used and repair model, focusing on margin expansion rather than transactional parts trading [46][50]

Financial Performance - VSE achieved record revenue of $272 million in Q2 2025, a 41% increase year-over-year, driven by strong performance in aviation distribution and MRO businesses [16][18] - Adjusted EBITDA increased by 52% to $43 million, with an adjusted EBITDA margin of 16%, reflecting a 110 basis point improvement from the prior year [16][18] - Adjusted net income reached $20 million, with adjusted net income per diluted share of $0.97, marking increases of 149% and 106% respectively [16][19] Business Segment Performance - Aviation segment revenue also increased by 41% to $272 million, with distribution revenue up 50% and MRO revenue up 27% [20] - Organic revenue growth in the aviation segment was approximately 13% when excluding recent acquisitions [20] - The company is focusing on higher margin product lines, leading to a reduction in less profitable used serviceable material (USM) revenue by about 20% on a run rate basis [11][20] Market Environment - The aviation aftermarket showed resilience, with a rebound in activity in May and June after initial softness due to tariff uncertainties [15] - Engine-related MRO and distribution revenue now represents over 50% of total aviation revenue, indicating strong demand in this segment [15] Company Strategy and Development Direction - VSE completed the sale of its fleet segment, transitioning to a pure play aviation aftermarket company, and is now focused on higher growth and higher margin opportunities [6][25] - The company is prioritizing integration of recent acquisitions, including Turbine Weld and Kaelstrom, to unlock efficiencies and enhance customer value [26] - VSE is also capturing cost synergies from acquisitions, with $4 million in identified cost savings already being realized [12][26] Management Commentary on Operating Environment and Future Outlook - Management expressed confidence in continued strength in the aviation aftermarket, particularly in the engine segment, and anticipates revenue growth of 35% to 40% for the full year 2025 [22][15] - The company is raising its full-year adjusted EBITDA margin guidance to 16.5% to 17%, reflecting a higher margin product mix [22] Other Important Information - VSE secured a new $700 million credit facility, providing financial flexibility to support growth initiatives [7] - The company generated approximately $6 million in free cash flow during the quarter, an improvement of about $28 million compared to the previous year [24] Q&A Session Summary Question: Can you discuss organic growth expectations for the second half of the year? - Management indicated that organic growth is expected to be in the low to mid-teens, with engine markets outperforming component markets [32][34] Question: What are the synergies from recent acquisitions? - Management noted that synergies from Kaelstrom are being realized ahead of schedule, contributing to strong margins [36][62] Question: How sustainable is the free cash flow generation? - Management expects strong improvement in free cash flow in the second half of the year, driven by better working capital management [42] Question: What is the strategy for the USM business? - The company is shifting the USM business to focus on higher margin product lines and integrating it with repair capabilities [45][84] Question: What are the opportunities in the hydraulics market? - Management sees potential in the hydraulics market, emphasizing faster turnaround times and quality in supporting OEM authorized work [73] Question: What is the outlook for engine aftermarket demand? - Management believes that engine aftermarket demand will continue to outpace component demand in the near to mid-term due to supply chain constraints [77]

Financial Performance Highlights - Second quarter 2025 revenue reached $272 million, a 41% increase driven by growth in Aviation distribution and MRO businesses, as well as contributions from recent acquisitions[11] - Adjusted EBITDA for the second quarter 2025 was $43 million, representing 16% of revenue, a 52% increase due to distribution program execution, increased MRO activity, strong OEM licensed manufacturing program performance, and acquisitions[11] - Adjusted Net Income for the second quarter 2025 was $20 million, and Adjusted diluted earnings per share was $0.97, representing increases of 149% and 106% respectively[11] Business Developments - The company completed the sale of the Fleet segment, repositioning itself as a pure-play Aviation Aftermarket business[6] - Turbine Weld Industries ("Turbine Weld") was acquired, expanding MRO engine component capabilities[6] - A new 5-year authorized services center agreement was signed with Eaton to support aftermarket MRO for Eaton hydraulics across the Americas[6] Balance Sheet and Capital Structure - Adjusted Net Leverage was 2.2x, including the Fleet sale and acquisition of Turbine Weld[11, 23] - Net Debt outstanding was $362 million, while cash and revolver availability was $333 million[23] - Second quarter 2025 Free Cash Flow was $6 million, driven by disciplined working capital management and record profitability[23] FY 2025 Guidance - Revenue Guidance: Reaffirming 35% to 40% year-over-year growth[20] - Aviation Adjusted EBITDA Margin Guidance: Increasing to 16.5% to 17%, the high-end of previously provided range[20]

FY25 Financial Performance - Adjusted sales increased by 20% from $2.3 billion in FY24 to $2.8 billion in FY25[10] - Adjusted EBITDA increased by 34% from $242 million in FY24 to $324 million in FY25[10] - Adjusted EPS increased by 17% from $3.33 in FY24 to $3.91 in FY25[10] - Net leverage decreased from 3.30x in FY24 to 2.72x in FY25[10] Q4 FY25 Financial Performance - Adjusted EPS increased by 32% from $0.88 in Q4 FY24 to $1.16 in Q4 FY25[14] - Adjusted sales increased by 12% from $658.8 million in Q4 FY24 to $735.8 million in Q4 FY25[14] - Adjusted operating income increased by 25% from $61.3 million in Q4 FY24 to $76.9 million in Q4 FY25[14] - Adjusted EBITDA increased by 19% from $76.4 million in Q4 FY24 to $90.9 million in Q4 FY25[14] Segment Performance in Q4 FY25 - Parts Supply sales increased by 17% from $260.3 million in Q4 FY24 to $305.5 million in Q4 FY25[14] - Integrated Solutions sales increased by 10% from $165.8 million in Q4 FY24 to $181.5 million in Q4 FY25[14]