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vsecorp.com Third Quarter 2025 Results Conference Call October 27, 2025
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vsecorp.com Introduction Pg.2 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, 2024. Forward-Looking Statements 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, Acquisition Adjusted EBITDA, trailing-twelve month Adjusted EBITDA, Segment Adjusted EBITDA, trailing-twelve month Acquisition Adjusted EBITDA, Adjusted unallocated corporate costs, net debt, adjusted net leverage, 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. TTM Adjusted EBITDA represents Adjusted EBITDA for the trailing twelve months. TTM Acquisition Adjusted EBITDA includes pre-acquisition portion of EBITDA for the trailing twelve months that is not included in historical results. Adjusted unallocated corporate costs represents Unallocated corporate costs before depreciation and other amortization, adjusted for non-cash stock-based compensation and 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. Adjusted Net leverage ratio is calculated as net debt divided by trailing twelve month Acquisition 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 has presented forward-looking statements regarding Adjusted EBITDA margin. This non-GAAP financial measure is 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 margin 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. This non-GAAP financial measure is a preliminary estimate and is 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 preliminary financial data set forth above may be material.
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vsecorp.com Aero 3 | Acquisition Announcement and Overview Pg.3 VSE Acquires Market Leading Aviation Wheel & Brake Platform with Highly Attractive EBITDA Margin Profile Wheel & Brake MRO Distribution Proprietary Solutions Full-Service Wheel & Brake (“W&B”) Maintenance, Repairs, Overhauls, Exchanges and Sales ~75% of Revenue Leading Market Position in W&B Repair Commercial Aftermarket Customer Base Strong Global Footprint – 9 Repair Stations OEM-Aligned Distribution with Global Inventory of Factory New Wheel and Brake Components ~20% of Revenue OEM Focused Strategy - Collins Distributorship Global Inventory of 10,000+ OEM certified parts Engineering and Production of Proprietary Repair Solutions and Manufactured Aircraft Components ~5% of Revenue Proprietary Content In-house Engineering Support Comprehensive Suite of Solutions to Support the Complete Range of W&B Service Demand for Aircraft Operators Wheel repair Wheel overhaul Brake overhaul Specialty DER repairs New wheel & brake parts Global program management 24/7 response to AOG Advanced exchange program Specialty machining repairs Supply chain management Aero 3 Acquisition
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vsecorp.com Acquisition Strategic Rationale Strategic Rationale: VSE + Aero 3 Distribution MRO Services New Parts Repair Tire Distribution Proprietary Programs and Exchange Solutions (New/Used/Repair) Wheel and Brake MRO and Distribution Aligns with VSE Aviation’s OEM- Centric Strategy and Deepens OEM Alignment Integrates and drive synergies with Desser Acquisition, Expands MRO Capabilities & Facilities - 9 Additional MRO Facilities Accelerates Growth of Differentiated, High-Margin Proprietary Solutions Increases Exposure and Market Leadership in Global W&B Aftermarket Services Expanded Aftermarket Solutions Expands VSE’s Portfolio of Aftermarket Wheel & Brake (“W&B”) Services Pg.4 Established Market Leader in W&B MRO and Distribution, Backed by Industry-Leading Team
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vsecorp.com Highlights Third Quarter Highlights Pg.5 Organic Growth - New and Renewal Program Awards Program Implementation and Business Integration Progress Renewal AMETEK Sensors and Fluid Management Systems and Hughes Treitler Contract Renewals: Extended exclusive global distribution agreements including sensors and controls line replaceable units and piece parts, oil coolers, and heat exchangers New Win Eaton Used Serviceable Material Distribution Program: New distribution program for used serviceable material, complementing the existing hydraulic systems repair agreement New Win Bridgestone Aircraft Tire Distribution Agreement: Awarded global distribution agreement providing access to new and retread tire programs supporting Boeing, Airbus, and regional aircraft operators New Win Defense MRO Expansion with V2X: Signed new long-term agreement to provide MRO services for engine fuel control units powering the U.S. Navy’s TH-73 Thrasher helicopter fleet New Win LuminUltra Partnership: Partnered with LuminUltra to distribute BugCount® Fuel, an innovative microbial fuel contamination testing solution for the aerospace market across North America Current Programs Strong execution on acquisition integration and OEM-licensed program implementation, with all synergy capture and integration initiatives progressing on or ahead of schedule toward mid-2026 completion
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vsecorp.com Financial Highlights Consolidated Third Quarter 2025 Financial Performance Highlights Pg.6 Revenue of $283 million increased 39% from 3Q24 to 3Q25 driven by balanced growth from Aviation distribution and MRO businesses and contributions from recent acquisitions Adjusted EBITDA(1) of $47 million or 16.7% of revenue increased 58% from 3Q24 to 3Q25driven by execution on distribution programs, increase in MRO activity, strong performance from OEM licensed manufacturing program and contributions from acquisitions Adjusted Net Income(1) of $20 million, and Adjusted diluted earnings per share of $0.99; increased 111% and 87%, respectively Adjusted Net Leverage(1) 2.0x driven by Adjusted EBITDA Growth and Free Cash Flow of $18 million (excludes discontinued operations) 3Q’25 $283M 3Q’25 Revenue $47M (16.7%) 3Q’25 Adj. EBITDA $ (Margin %)(1) 2.0x 3Q’25 Adj. Net Leverage(1) $0.99 3Q’25 Adj. Diluted EPS(1) (1) Non-GAAP measure. See additional information in the Appendix at the end of this presentation regarding non -GAAP financial measures
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vsecorp.com Consolidated Results Consolidated Third Quarter 2025 Results Pg.7 3Q’24 3Q’25 3Q’24 3Q’25 3Q’24 3Q’25 3Q’24 3Q’25 3Q’24 vs. 3Q’25 Revenue Growth Adj. EBITDA Growth(1) +39% +58% Adj. EPS Growth(1) +87% $204M $283M $20M $10M $30M $47M $0.53 $0.99 Revenue Operating Income(2) Adj. EBITDA(1) Adj. EPS(1) (excludes discontinued operations) 14.7% 16.7% Note: The change in margin may be different than reported due to rounding (1) Non-GAAP measure. See additional information in the Appendix at the end of this presentation regarding non-GAAP financial measures (2) Operating income was negatively impacted by an approximate $23 million non-cash fair value adjustment to the earn-out receivable associated with the Fleet business sale
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vsecorp.com Aviation Segment Results Aviation Segment Third Quarter 2025 Results Pg.8 3Q’24 3Q’25 Revenue by Sales Channel 3Q’24 3Q’25 Distribution MRO 3Q’24 3Q’25 Revenue Profitability 3Q’24 3Q’253Q’24 3Q’25 Operating Income Adjusted EBITDA(1) 3Q’24 vs. 3Q’25 Revenue Growth Operating Income Growth +39% +50% Adj. EBITDA Growth(1) +51% +49% +25% 17.8% 16.4% $118M $176M $85M $107M $25M $38M $33M $50M $204M $283M Note: Numbers many not sum due to rounding (1) Non-GAAP measure. See additional information in the Appendix at the end of this presentation regarding non -GAAP financial measures
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vsecorp.com FY 2025 Guidance Increase to Full Year 2025 Guidance Pg.9 Additional 4Q’25 Modeling Items Adjusted Unallocated Corporate Costs Stock-based Compensation Depreciation & Amortization Interest Expense Tax Rate ~$4 million ~$3 million ~$11 million ~$5 million ~25% ▪ Revenue Guidance: Increased to 38 to 40% Y-O-Y Growth ▪ Aviation Adjusted EBITDA Margin Guidance: Increased to 17.0 to 17.25% (1) Guidance assumes current market conditions and no significant changes in tariffs or macroeconomic conditions (1)
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vsecorp.com Balance Sheet Balance Sheet Review as of September 30, 2025 Pg.10 Adjusted Net Leverage(1) 3.0- 3.25x Long-term Target Net Debt outstanding was $347 million Cash and Revolver availability was $347 million 3Q 2025 Free Cash Flow of $18 million supported by strong profitability and solid working capital management Adjusted Net Leverage was 2.0x 2.5x 4Q’24 2.2x 1Q’25* *Pro forma Fleet sale 2.2x 2Q’25 2.0x 3Q’25 (1) Non-GAAP measure. See additional information in the Appendix at the end of this presentation regarding non -GAAP financial measures
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vsecorp.com 2025 Priorities 2025 Priorities Pg.11 Integrate Acquired Businesses Capture Synergies from Acquired Businesses Accelerate MRO Capacity to Support Growth Opportunities Advance OEM Licensed Manufacturing Transition Grow Organic Sales Pipeline Welcome Aero 3 to VSE Family 1 2 3 4 5 6
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vsecorp.com Investment Highlights Pg.12 Attractive and Expanding Aviation Aftermarket Large, resilient end-markets with long-term growth and share gain potential across all aviation sectors. Customer-Centric Culture with Deep Technical Expertise Strong product line leadership and service-driven culture ensure performance execution and customer and supplier loyalty. Strategic Transformation Creates Growth Platform Shift to a pure-play aviation model supported by key investments sets the stage for long-term growth. Differentiated Model Driving Stakeholder Value Unique integration of MRO, parts distribution, and manufacturing delivers full-service solutions. Multiple Paths to Organic Growth Growth through OEM partnerships, new distribution products, geographic expansion, and added MRO and services capabilities. Disciplined, Value-Driven M&A Strategy Proven ability to acquire and integrate businesses that accelerate growth and create value. 1 2 3 4 5 6 Investment Highlights
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vsecorp.com Appendix
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vsecorp.com A B C D E For Full Year 2024 (As a % of Total Revenue) Diversified Business Mix Pg.14 Attractive Diversified Business Mix A U.S. - East 29% B U.S. - Midwest 12% C Canada 12% D U.S. - Southwest 10% E United Kingdom 9% F U.S. - West 6% G Europe 5% H Other 18% A Narrow-body 45% B Regional 20% C Wide-body 15% D Various 14% E Business-Jet 4% F Military 2% A Customer 1 6% B Customer 2-5 10% C Customer 6-10 12% D Customer 11-20 13% E All Others 59% A B CD E F G H A B C D E F Customer Aircraft Type Region Select Customers For Full Year 2024 (As a % of Total Revenue) For Full Year 2024 (As a % of Total Revenue) Note: Numbers many not sum due to rounding
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vsecorp.com Appendix GAAP to Non-GAAP Reconciliations EBITDA and Adjusted EBITDA Pg.15 ($ in thousands, except per share data) Three months ended September 30, 2025 2024 % Change Net income from continuing operations $ 3,591 $ 8,742 (58.9)% Interest expense, net 4,339 8,987 (51.7)% Income taxes 2,157 2,343 (7.9)% Amortization of intangible assets 6,687 4,778 40.0% Depreciation and other amortization 3,504 2,212 58.4% EBITDA 20,278 27,062 (25.1)% Acquisition, integration and restructuring costs 732 1,682 (56.5)% Severance costs - 58 NM Lease abandonment benefit - (612) NM Divestiture-related restructuring (benefits) costs (204) 178 NM Earn-out receivable fair value adjustments 23,300 - NM Stock-based compensation 3,245 1,525 112.8% Adjusted EBITDA $ 47,351 $ 29,893 58.4% (excludes discontinued operations)
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vsecorp.com Appendix GAAP to Non-GAAP Reconciliations Adjusted Net Income and Adjusted EPS (Diluted) Pg.16 Calculation uses an estimated statutory tax rate on non-GAAP tax deductible adjustments. ($ in thousands, except per share data) Three months ended September 30, 2025 2024 % Change Net Income from continuing operations $ 3,591 $ 8,742 (58.9)% Adjustments: Acquisition, integration and restructuring costs 732 1,682 (56.5)% Severance costs - 58 NM Lease abandonment benefit - (612) NM Divestiture-related restructuring (benefits) costs (204) 178 NM Earn-out receivable fair value adjustments 23,300 - NM Interest income on note receivable (1,342) - NM 26,077 10,048 159.5% Tax impact of adjusted items (5,610) (326) NM Adjusted Net Income from continuing operations $ 20,467 $ 9,722 110.5% Weighted Average Diluted Shares 20,757 18,479 12.3% GAAP EPS (Diluted) $ 0.17 $ 0.47 (63.8)% Adjusted EPS (Diluted) $ 0.99 $ 0.53 86.8% (excludes discontinued operations)
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vsecorp.com Appendix GAAP to Non-GAAP Reconciliations Segment EBITDA and Segment Adjusted EBITDA Pg.17 Three months ended September 30, ($ in thousands) 2025 2024 % Change Aviation Operating income $ 38,240 $ 25,435 50.3% Depreciation and amortization 10,182 6,951 46.5% EBITDA 48,422 32,386 49.5% Acquisition, integration and restructuring costs 490 150 226.7% Severance costs - 58 NM Stock-based compensation 1,444 706 104.5% Adjusted EBITDA $ 50,356 $ 33,300 51.2%
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vsecorp.com Appendix GAAP to Non-GAAP Reconciliations Segment EBITDA and Adjusted EBITDA Pg.18 Three months ended September 30, ($ in thousands) 2025 2024 % Change Corporate Unallocated corporate costs $ 28,153 $ 5,363 424.9% Depreciation and amortization (9) (39) (76.9)% EBITDA 28,144 5,324 428.6% Acquisition, integration and restructuring costs (242) (1,532) (84.2)% Lease abandonment benefit - 612 NM Divestiture-related restructuring (benefits) costs 204 (178) NM Earn-out receivable fair value adjustments (23,300) - NM Stock-based compensation (1,801) (819) 119.9% Adjusted unallocated corporate costs $ 3,005 $ 3,407 (11.8)%
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vsecorp.com Appendix GAAP to Non-GAAP Reconciliations Balance Sheet Pg.19 (1) TTM Adjusted EBITDA is defined as Adjusted EBITDA for the most recent twelve (12) month period. TTM Adjusted EBITDA and Cash and cash equivalents for the period ended December 31, 2024 only do not include any adjustment to reclassify amounts from the Fleet segment. (2) TTM Acquisition Adjusted EBITDA includes pre-acquisition portion of EBITDA for the trailing twelve months that is not included in historical results. (3) Adjusted Net Leverage Ratio as of March 31, 2025 only includes a $140 million reduction of net debt. This amount represents the initial cash proceeds from the Fleet sale in April 2025, which were utilized to pay down existing borrowings. Reconciliation of Operating Cash Flow to Free Cash Flows ($ in thousands) September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 Net cash provided by (used in) operating activities 24,089 11,891 (46,632) 55,375 Capital expenditures (6,049) (5,589) (2,875) (3,265) Free Cash Flow 18,040 6,302 (49,507) 52,110 Reconciliation of Debt to Net Debt ($ in thousands) September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 Principal amount of debt 359,741 383,000 467,000 432,500 Debt issuance costs (3,645) (3,844) (1,994) (2,327) Cash and cash equivalents (8,784) (16,906) (5,711) (29,030) Net Debt 347,312 362,250 459,295 401,143 Net Leverage Ratio ($ in thousands) September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 Net Debt 347,312 362,250 459,295 401,143 TTM Adjusted EBITDA (1) 164,463 147,003 132,267 136,294 Net Leverage Ratio 2.1x 2.5x 3.5x 2.9x TTM Acquisition Adjusted EBITDA (2) 171,564 162,287 $146,876 158,752 Adjusted Net Leverage Ratio (3) 2.0x 2.2x 2.2x 2.5x