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vsecorp.com Acquisition Announcement VSE to Acquire Precision Aviation Group January 29, 2026
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vsecorp.com Forward-Looking Statements This presentation contains statements that, to the extent they are not recitations of historical fact, constitute “forward lo oking 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 sa fe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and this statement is included 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”, or “VSE”) expectations or beliefs, including, but not limited to, s tatements concerning the expected financial and other benefits of the proposed acquisition of GenNx/PAG IntermediateCo Inc. (“PAG”), the expected timeline of the proposed acquisition of PAG and the Company’s operations, economic performance, f inancial condition, growth and acquisition strategies, investments and future operational plans. Without limiting the generality of the foregoing, words suc h 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 comp arable 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 as a result of new information, future events or otherwise. These statements relate to, among other things, the Company's intent, belief or current expectati ons with respect to: the acquisition of PAG, including anticipated financing and the closing timeline related thereto; its future financial condition, results of operations or prospects; VSE's business and grow th strategies; and VSE's 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, certai n of which are beyond VSE's control, 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 ar e unknown, including, without limitation, risks related to: the performance of the aviation aftermarket; global economic and political conditions; supply chain delays and disruptions; competition from existin g and new competitors; losses related to investments in inventory and facilities; interruptions in VSE's operations; challenges related to workforce management or any failure to attract or retain a skilled w orkforce; VSE's ability to consummate the acquisition of PAG within the time frame VSE expects, if at all; VSE's ability to realize the expected strategic benefits and cost synergies from the acquisition of P AG, after taking into account any business disruption, maintenance of customer, employee, or supplier relationships, or management distraction during the integration process or other factors beyond VSE's c ontrol; the accuracy of VSE's assumptions related to the acquisition of PAG; the significant expenses that have been incurred and will be incurred in connection with acquisition of PAG, whether or not the a cquisition of PAG is completed; VSE's ability to finance the acquisition of PAG on acceptable terms, or at all; VSE's ability to consummate, successfully integrate, and achieve the strategic and other objecti ves, including any expected synergies, relating to recently completed acquisitions, including the acquisition of Aero 3, Inc.; access to and the performance of third -party package delivery companies; prolonged pe riods of inflation and VSE's ability to mitigate the impact thereof; future business conditions resulting in impairments; VSE's ability to successfully divest businesses and to transition facilities in connecti on therewith; VSE's work on large government programs; health epidemics, pandemics and similar outbreaks; compliance with government rules and regulations, including tariffs and environmental and pollution ri sk; VSE's ability to mitigate the impacts of increased costs related to tariffs; litigation and legal actions arising from VSE's operations; technology and cybersecurity threats and incidents; VSE's outstan ding indebtedness, including the expected increase in indebtedness upon completion of the acquisition of PAG; market volatility in the debt and equity capital markets; VSE's ability to continue to pay dividen ds at current levels or at all; VSE's published financial guidance; VSE's preliminary financial estimates, which represent management's current estimates and are subject to change; restrictions and limitations t hat may stem from financing arrangements VSE enters into or assume in the future, or from the redemptions and repurchases VSE may undertake if the acquisition of PAG is not consummated; and the other factors identified in VSE's reports filed or expected to be filed with the Securities and Exchange Commission (the "SEC"), including VSE's Annual Report on Form 10 -K for the year ended December 31, 2024, and the Compan y's Quarterly Reports on Form 10 -Q for the quarterly periods ended March 31, 2025, June 30, 2025, and September 30, 2025. You are advised, however, to consult any further disclosures VSE makes on related subjects in the Company's periodic reports on Forms 10 -K, 10-Q or 8-K filed with or furnished to the SEC. Safe Harbor Statement Pg. 1
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vsecorp.com VSE to Acquire Precision Aviation Group (“PAG”) PAG adds new complementary capabilities and scale, strengthening VSE’s pure-play aviation aftermarket platform with additional differentiated proprietary repair solutions Transformational Scale and Global Footprint ▪ Pro forma network: 60 locations, including 47 repair (MRO) facilities and 11 distribution centers of excellence worldwide ▪ Industry leading global footprint improves customer proximity, turnaround times, AOG response, and supply chain responsiveness Expanded, Pure-Play Aviation Aftermarket and Proprietary Capabilities Portfolio ▪ Creates a scaled MRO and new and used parts distribution platform across engines, components, accessories, avionics, APUs, and wheels & brakes ▪ Inventory-backed differentiated model enables rapid component replacement, reducing aircraft downtime and improving fleet readiness Enhanced End-Market and Customer Diversification ▪ Highly diversified customer base: 10,000+ active PAG customers ▪ Broad end-market exposure across commercial, cargo, Business and General Aviation (B&GA), rotorcraft, engine lessors, OEMs, and defense, increasing resilience through market cycles Structural Revenue and Margin Expansion ▪ Meaningfully scales VSE Aviation aftermarket revenue: ~50% increase in estimated FY2025 revenue ▪ VSE consolidated Adj. EBITDA(1) margin expected to exceed 20% over the next few years as integration and synergy initiatives progress ▪ Higher repair and proprietary content mix supports margin expansion Multiple Synergy and Value-Creation Levers ▪ Multiple synergy, integration, and value-creation levers identified ▪ Diligenced capture plan to deliver $15M+ in annualized synergies over the next few years as integration and synergy actions progress Pg. 2 (1) Non-GAAP measure. See additional information in the Appendix at the end of this presentation regarding non-GAAP financial measures; combined Adj. EBITDA includes $15M expected annualized synergies
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vsecorp.com VSE Transformation Summary VSE repositioned as pure-play provider of aviation aftermarket parts and services Key Completed Strategic Actions Strong Financial Performance Divested Non-Core Segments ▪ Federal & Defense (2024) ▪ Fleet (2025) Disciplined M&A and Integration ▪ Eight aviation acquisitions completed since 2021 ▪ Built comprehensive aftermarket platform (Distribution, MRO, Proprietary Solutions) ▪ Demonstrated synergy realization driving tangible cost and operating efficiencies and expanding Adj. EBITDA(1) margins post-integration Improved Operational Performance ▪ Accelerated growth and capacity for future growth ▪ Expanded margins ▪ Gained market share ▪ Improved delivery performance and turn-times Transition to ONE VSE ▪ Aligned organization to focused aviation strategy ▪ Proven, repeatable integration playbook - successfully integrating systems, processes, and organizations Scaled to $1B+ revenue aviation business Aviation Segment Revenue ($M) Consolidated VSE Adj. EBITDA(1) Margin (2) (1) Non-GAAP measure. See additional information in the Appendix at the end of this presentation regarding non-GAAP financial measures (2) 2025 Revenue and Adj. EBITDA based on mid-point of Preliminary-Unaudited range of $1.101B to $1.115B for revenue and $176M to $184M for Adj. EBITDA; includes partial year contribution from Aero 3 beginning on 12/24/2025 (3) 2019 Adj. EBITDA represents consolidated VSE Adj. EBITDA inclusive of subsequently divested segments and does not include an adjustment for stock-based compensationPg. 3 Transformation and Strategic Actions Position VSE for a Transformational Transaction Supported by Disciplined M&A and Proven Integration and Synergy Capture (1)(2)Non-core divestitures and an aviation- focused portfolio drive margin expansion (3) 2025 Preliminary2019A $1,108 $225 2025 Preliminary2019A 12.1% 16.3%
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vsecorp.com Components Exchanges and Used Serviceable Material Engine Accessories and Components Wheel and Brake New Parts 31 Locations 7 Countries 20 MRO Facilities 11 Distribution Facilities Who is VSE Today Leading global provider of aviation distribution and repair services for the commercial and business & general aviation aftermarkets Market Segment Capability Pg. 4 Note: Locations / geographic presence and employee count as of 12/31/2025 (1) VSE preliminary estimated 2025 business mix inclusive of full-year contribution from Aero 3 and Turbine Weld Platform Type MRO ~41% Distribution ~59% Commercial ~54% Business & General Aviation ~46% Engine ~59% Non-Engine ~41% Key Customers Repair Distribution Primary Capabilities Proprietary Solutions OEM Solutions Alternate Sourcing Business Mix(1) ~1,600 Employees
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vsecorp.com 29 Locations 6 Countries 175,000+ Repairs Annually ~$615M (1) Revenue Primary Capabilities Commercial ~29% Business & General Aviation(3) ~58% Military & Other ~13% Who is PAG Today Best-in-class global provider of aviation aftermarket MRO services, distribution, and supply chain solutions Key Customers (1) PAG full year 2025 preliminary estimated adjusted revenue includes pre-acquisition revenue from companies acquired by PAG during the period (2) PAG estimated revenue mix for the 12 months ended June 30, 2025, inclusive of pre-acquisition revenue from companies acquired by PAG and excludes certain non-recurring items (3) Business & General Aviation includes Civil rotorcraft (4) Designated Engineering RepresentativePg. 5 Engine ~33% Non-Engine ~67% Avionics DER(4) Repair Components Reverse Engineering Engines and APUs In-House Manufacturing Repair Parts / Service Proprietary Solutions Used Serviceable Materials Used Serviceable Material Exchanges Business Mix(2) ~1,000 Employees Market Segment Platform Type
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vsecorp.com 60 Locations 8 Countries 11 / 47 Distribution / Repair Locations(1) >20% Adj. EBITDA Margin(2) Expected Who are VSE and PAG Together Scaled, differentiated, and higher-margin aviation aftermarket platform Pg. 6 Key Customers (1) Two remaining locations are PAG corporate / sales locations (2) Non-GAAP measure. See additional information in the Appendix at the end of this presentation regarding non-GAAP financial measures. Inclusive of $15M in expected annualized synergies. Adj. EBITDA margin expected to exceed 20% over the next few years as integration and synergy initiatives progress (3) VSE preliminary estimated 2025 business mix inclusive of full-year contribution from Aero 3 and Turbine Weld; PAG adjusted revenue does not represent pro forma financial information prepared in accordance with Article 11 of Regulation S-X (4) Business & General Aviation includes Civil rotorcraft for PAG Airlines / Operators / Lessors OEMs Defense ~2,600 Employees MROs MRO ~62% Distribution ~38%Commercial ~45% Business & General Aviation(4) ~50% Military & Other ~5% Engine ~49% Non-Engine ~51% Business Mix(3) Market Segment Capability Platform Type
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vsecorp.com Diversified Across Four Complementary Business Units End Market Diversification(1) Geographic Diversification Customer and Partner Diversification Business & General Aviation(2) ~58% Commercial ~29% Military & Other ~13% 10,000+ Active Customers Extensive OEM Ecosystem Across All Market Segments and Capabilities 29 Locations “Global Presence, Local Support” North America South America Europe Asia Australia Strategic Rationale Highly Diversified Aviation Aftermarket Platform Differentiated, High-Margin Business ▪ Wheels & Brakes ▪ Hydraulics ▪ Pneumatics ▪ Starter generators ▪ Landing gear Component Services ▪ Full engine testing and overhaul ▪ Engine subcomponent repair and overhaul Engine Services ▪ Comprehensive avionics accessory repair ▪ Engine / flight-control systems, navigation, comms, and radar Avionics Services ▪ Structural parts, circuit boards, subassemblies ▪ DER repair, reverse engineering, and in-house manufacturing Proprietary Solutions Durable, Best-in-Class Margins ▪ >20% adj. EBITDA(3) margins ▪ Durable, recurring demand ▪ 100% aftermarket Integrated Solutions, Proprietary Content and IP ▪ 2,000+ unique DER repair capabilities ▪ Inventory to support maintenance service model ▪ Continuous development of new DER capabilities Multiple Margin Expansion Levers ▪ Cross-selling across high margin projects / services ▪ Expansion of DER for increased value capture Pg. 7 (1) PAG estimated revenue mix for the 12 months ended June 30, 2025, inclusive of pre-acquisition revenue from companies acquired by PAG and excludes certain non-recurring items (2) B&GA includes Civil rotorcraft (3) Non-GAAP measure. See additional information in the Appendix at the end of this presentation regarding non-GAAP financial measures; PAG adj. EBITDA margin for the past two years has been greater than 20% 21
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vsecorp.com DER / Proprietary Repairs OEM Solutions Alternative Sourcing / Reverse Engineering VSE + PAG Pg. 8 Distribution (New Parts) Wheel & Brake Landing Gear Component Repair Parts MRO and Exchange Services Proprietary Solutions Commercial Engine Component / Accessory Used Serviceable Material AvionicsB&GA / Rotorcraft Engine Accessory Engine and APU MRO Creating an integrated aviation aftermarket platform with highly diversified capabilities and proprietary solutions
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vsecorp.com Integration and Synergy Capture Opportunity Pg. 9 ▪ VSE to deploy its proven “integration playbook” to drive synergies ─ Cross-selling ─ Insourcing of product support and repairs ─ Operational and cost efficiencies ─ Procurement savings ─ Network optimization ─ Working capital and supply chain improvements >$15M Expected Annualized Synergy Opportunity Over the Next Few Years VSE’s consolidated Adjusted EBITDA margin(1) is expected to exceed 20% over the next few years as integration and synergy initiatives progress (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 VSE’s Track Record of Successful Acquisitions and Integration Pg. 10 Fuel Control Systems(1) ▪ 8 aviation acquisitions completed since 2021 ▪ ~$1B of capital deployed ▪ Strong post-acquisition organic growth and margin expansion ▪ Proven, repeatable integration playbook – successfully integrating systems, processes, and organizations ▪ Integration and synergy realization consistently on or ahead of schedule Integration Playbook (1) Asset purchase and perpetual license agreement with Honeywell to exclusively manufacture and support certain of Honeywell’s fuel control systems
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vsecorp.com Transaction Summary Pg. 11 Consideration and Valuation ▪ VSE to acquire Precision Aviation Group for approximately $2.025B upfront consideration ─ Comprised of $1.75B in cash and approximately $275M(1) of equity consideration ─ Up to $125M in additional contingent earnout consideration(2), based on PAG’s 2026 adj. EBITDA(3)(4) performance ▪ Inclusive of full run-rate synergies(5), the total upfront consideration represents approximately 13.5x PAG’s expected adj. EBITDA(3)(4)(5) for the full year period ended December 31, 2025 Financial Benefits ▪ Expected to be immediately accretive to VSE consolidated Adj. EBITDA(3) margin ▪ Greater than $15M of expected annualized synergy opportunities over the next few years ▪ VSE consolidated Adj. EBITDA(3)(5) margin expected to exceed 20% over the next few years as integration and synergy initiatives progress Financing ▪ Cash portion of the upfront consideration is supported by a fully committed bridge facility Upfront Equity Consideration and Lock-Up ▪ Approximately $275M upfront equity consideration issued to GenNx360 Capital Partners, a repeat partner to VSE following the Aero 3 acquisition in 2025, further aligning with a long-term value-creation sponsor ▪ Lock-up period expiring in three equal parts six-, 12-, and 18-months post-closing Timeline ▪ Transaction subject to regulatory approvals and customary closing conditions ▪ Expected closing in the second quarter of 2026 (1) Issued to GenNx360 Capital Partners. (2) Payable in cash or equity consideration at VSE’s sole discretion (3) Non-GAAP measure. See additional information in the Appendix at the end of this presentation regarding non-GAAP financial measures (4) PAG adj. EBITDA is defined to include pre acquisition EBITDA from companies acquired by PAG during the period and exclude certain non-recurring items (5) Inclusive of $15M of expected annualized synergies
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vsecorp.com VSE Consolidated Preliminary 4Q’25 and Full Year 2025 Financial Results Pg. 12 (1) Non-GAAP measure. See additional information in the Appendix at the end of this presentation regarding non-GAAP financial measures Fourth Quarter 2025 (Preliminary-Unaudited) Full Year 2025 (Preliminary-Unaudited) Revenue ~$290 to ~$304 million ~$1,101 to ~$1,115 million Operating Income ~$27 to ~$34 million ~$84 to ~$91 million Adjusted EBITDA(1) ~$45 to ~$53 million ~$176 to ~$184 million • The Company expects to report a sequential quarterly improvement in free cash flow in the fourth quarter, resulting in positive free cash flow(1) for the full year 2025.
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vsecorp.com Appendix
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vsecorp.com In addition to the financial measures prepared in accordance with generally accepted accounting principles (“GAAP”), this pre sentation also contains non-GAAP financial measures. These measures provide useful information to investors. The Company consider VSE adjusted EBITDA, VSE adjusted EBITDA margin, PAG adjusted revenue, PAG adjusted EBITDA and PAG adjusted EBITDA margin as non-GAAP financial measures and important indicators of performance and useful metrics for management and investors to evaluate VSE's ongoing operating performance on a consistent basis across reporting periods. These non-GAAP financial measures, however, should not be considered in isolation or as a substitute for performance measures pr epared in accordance with GAAP. VSE adjusted EBITDA represents estimated operating income before depreciation and amortization expenses and excluding other non -recurring adjustments. VSE. Adjusted EBITDA margin represents estimated operating income before depreciation and amortization expenses as a percentage of revenue. PAG adjusted revenue for the twelve months ended December 31, 2025, includes pre-acquisition revenue from companies acquired by PAG during the period. PAG adjusted EBITDA represents estimated operating income before depreciation and amortization expenses an d includes the pre-acquisition portion of EBITDA from companies acquired by PAG during the trailing twelve months ended December 31, 2025, that is not included in historical results, anticipated synerg ies, and excludes certain non-recuring items. PAG adjusted EBITDA margin represents estimated operating income before depreciation and amortization expenses and includes the pre -acquisition portion of EBITDA from companies acquired by PAG, that is not included in historical results, and excludes certain non-recurring items, as a percentage of revenue. PAG adjusted EBITDA and PAG adjusted EBITDA margi n do not represent pro forma financial information prepared in accordance with Article 11 of Regulation S-X. Management believes EBITDA provides useful information about the Company’s operating performa nce as it isolates non-cash depreciation and amortization charges as well as interest expense and income taxes, which are non-operating items. Additionally, VSE Adjusted EBITDA, VSE Adjusted EBITDA margin, PAG adjusted EBITDA and PAG adjusted EBITDA margin are present ed as forward-looking non-GAAP financial measures based solely on information available to us as of the date of this presentation and may differ materially from VSE's actual operating results as a result of developments that occur after the date of this presentation. The determination of the amounts that are excluded from these non -GAAP financial measures is a matter of management judgment and dep ends upon, among other factors, the nature of the underlying expense, income amounts or anticipated synergies recognized in a given period. VSE is unable to present a quantitative reconciliation of the aforementioned forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures because such information is not available, and management cannot rel iably predict all of the necessary components of such GAAP measures without unreasonable effort or expense. For the same reasons, VSE is unable to address the probable significance of the unava ilable information. In addition, the Company believes such reconciliation would imply a degree of precision that would be confusing or misleading to investors. The unavailable information could have a sign ificant 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 connectio n 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. Non-GAAP Financial Measures Pg. 14
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vsecorp.com GAAP to Non-GAAP Reconciliations Preliminary-Unaudited Three Months Ended December 31, 2025 Twelve Months Ended December 31, 2025 ($ in millions) Low High Low High VSE Estimated Operating income ~$ 27 ~$ 34 ~$ 84 ~$ 91 Depreciation and amortization 10 11 39 40 Other non-recurring adjustments(1) 8 9 53 54 Estimated Adjusted EBITDA ~$ 45 ~$ 53 ~$ 176 ~$ 184 Revenues ~ 290 ~ 304 ~ 1,101 ~ 1,115 Estimated Adjusted EBITDA Margin ~ 15.5% ~ 17.4% ~ 16.0% ~ 16.5% VSE Consolidated Adjusted EBITDA Pg.15 (1) Adjustments for discrete items, including stock-based compensation, acquisition, integration and restructuring costs, and other non-recurring expenses. Note: Numbers may not sum due to rounding
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vsecorp.com GAAP to Non-GAAP Reconciliations VSE Consolidated EBITDA and Adjusted EBITDA Pg. 16 ($ in thousands) Year ended December 31, 2019 Net income from continuing operations $ 37,024 Interest expense, net 13,830 Income taxes 9,403 Amortization of intangible assets 19,317 Depreciation and other amortization 6,996 EBITDA 86,570 Earn-out adjustment 1,900 Acquisition related and executive succession costs 2,549 Adjusted EBITDA $ 91,019 Total Revenues $ 752,627 Adjusted EBITDA Margin 12.1%