VSE : Investor Day Presentation

VSE Corporation

Investor Day 2023

November 14, 2023

vsecorp.com

Introduction

VSE Investor Day Agenda

	Welcome and Introductions	Michael Perlman	9:00 AM
	VP, Investor Relations & Communications
	Introduction to VSE Corporation	John Cuomo
	President and CEO
	Business Segment Overview - Aviation	Ben Thomas
	Group President, Aviation
	Business Segment Overview - Fleet	Chad Wheeler
	Group President, Fleet
	Break
	People & Culture	Krista Stafford
	Chief HR Officer
	M&A Case Study	John Cuomo
	President and CEO
	Financial Overview / Long-Term Outlook	Steve Griffin
	Chief Financial Officer
	Q&A	Executive Management Team
	Lunch		12:00 PM
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VSE Executive Leadership

Experienced and Proven Management Team Supporting Winning Culture

Speakers

Introduction

Speakers Featured in Videos

Pedro Gonzalez | VP, GM Aviation

John Cuomo

President & CEO

Joined in 2019

Ben Thomas

Group President - Aviation

Joined in 2020

Krista Stafford

Chief HR Officer

Joined in 2020

Steve Griffin

SVP & CFO

Joined in 2020

Chad Wheeler

Group President - Fleet

Joined in 1991

Michael Perlman

VP, Investor Relations

Joined in 2023

Michael Prkic | Director of Operations- Aviation

Ian Franklin | VP - Aviation Services

Toby Lavine | VP, MRO Services BG&A

Chelsie Angel | Director, Product Line - Aviation

Shane Sleek | Director, Analytics - Fleet

Deanna Kiel | Sr. Director, USPS

Bryce McLay | Director, N.A. Sales - Fleet

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vsecorp.com

Introduction

Forward-LookingStatements

This presentation contains statements that, to the extent they are not recitations of historical fact, constitute "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. All such statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of such safe harbor provisions. "Forward-looking" statements, as such term is defined by the SEC in its rules, regulations and releases, represent VSE Corporation's (the "Company") expectations or beliefs, including, but not limited to, statements concerning its operations, economic performance, financial condition, growth and acquisition strategies, investments and future operational plans . Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "forecast," "seek," "plan," "predict," "project," "could," "estimate," "might," "continue," "seeking" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements.

These statements speak only as of the date of this presentation and the Company undertakes no ongoing obligation, other than that imposed by law, to update these statements. These statements appear in a number of places in this presentation, and relate to, among other things, the Company's intent, belief or current expectations with respect to: its future financial condition, results of operations or prospects; our business and growth strategies; and our financing plans and forecasts. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those contained in or implied by the forward-looking statements as a result of various factors, some of which are unknown, including, without limitation the factors identified in the Company's reports filed with the SEC including its Annual Report on Form 10-K for the year ended December 31, 2022.

Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this document also contains Non-GAAP financial measures. We consider Adjusted Net Income, Adjusted EPS (Diluted), EBITDA, Adjusted EBITDA, trailing-twelve month Adjusted EBITDA, net debt and free cash flow (FCF) as non-GAAP financial measures and important indicators of performance and useful metrics for management and investors to evaluate our business's ongoing operating performance on a consistent basis across reporting periods. Adjusted Net Income represents Net Income adjusted for discrete items. Adjusted EPS (Diluted) is computed by dividing net income, adjusted for the discrete items and the related tax impacts, by the diluted weighted average number of common shares outstanding. EBITDA represents net income before interest expense, income taxes, amortization of intangible assets and depreciation and other amortization. Adjusted EBITDA represents EBITDA adjusted for discrete items. Net debt is defined as total debt less cash and cash equivalents. Free cash flow represents operating cash flow less capital expenditures. Net leverage ratio is calculated as net debt divided by trailing twelve month Adjusted EBITDA. The reasons why we believe these measures provide useful information to investors and a reconciliation of these measures to the most directly comparable GAAP measures and other information relating to these Non-GAAP measures are included in the supplemental schedules attached.

The Company presented forward-looking statements regarding Adjusted EBITDA, Adjusted EBITDA margin. These non-GAAP financial measures are derived by excluding certain amounts, expenses or income, from the corresponding financial measure determined in accordance with GAAP. The determination of the amounts that are excluded from this non-GAAP financial measure is a matter of management judgment and depends upon, among other factors, the nature of the underlying expense or income amounts recognized in a given period in reliance on the exception provided by item 10(e)(1)(i)(B) of Regulation S-K. We are unable to present a quantitative reconciliation of forward-looking Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and net debt to its most directly comparable forward-looking GAAP financial measure because such information is not available, and management cannot reliably predict all of the necessary components of such GAAP measure without unreasonable effort or expense. In addition, we believe such reconciliation would imply a degree of precision that would be confusing or misleading to investors. The unavailable information could have a significant impact on the company's future financial results. These non-GAAP financial measures are a preliminary estimate and are subject to risks and uncertainties, including, among others, changes in connection with quarter-end and year-end adjustments. Any variation between the company's actual results and the preliminary financial data set forth above may be material.

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Introduction

Key Themes

1VSE Repositioned and Ready to Scale

Business Transformation and Near-Term Results Validate Investment Thesis

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Introduction

Key Themes

2Robust & Fragmented End Markets

Aviation and Fleet Aftermarkets Support Short

and Long-Term Organic and Inorganic Growth

Opportunities

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Introduction

Key Themes

3Differentiation

Products, Technical Capabilities, Service and

Industry-Leading Team and Culture

Establish Unique Position in the Market

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Introduction

Key Themes

4Growth and Financial Performance

Commitment to Outpace Market Growth While Improving Profitability

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The VSE Transformation Story

John Cuomo - President and CEO

vsecorp.com

VSE Corporation Overview

Phase

1

Setting the

Foundation &

Strategy

Validation

Phase

2

Program

Execution &

Strategy

Expansion

VSE Transformation Story

Phase

3

Refocusing

Two Distinct

End Marketsa

Driving Above-

Market Growth

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