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Second Quarter 2026 Results Conference Call August 6 , 2026 VSECORP.COM VSE CORPORATION
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vsecorp.com Introduction Pg.2 This document 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, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 this statement is included for purposes of such safe harbor provisions. “Forward-looking” statements, as such term is defined by the Securities and Exchange Commission (the “SEC”) in its rules, regulations and releases, represent VSE’s expectations or beliefs, including, but not limited to, statements concerning the expected financial and other benefits of the acquisition of PAG, VSE’s 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 document and VSE 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, VSE’s future financial condition, results of operations or prospects; VSE’s business and growth 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, certain 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 are 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 existing 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 workforce; the significant expenses that have been incurred and will be incurred in connection with acquisition of PAG;VSE’s ability to successfully integrate and achieve the strategic and other objectives and benefits, including any expected synergies, relating to recently completed acquisitions, including the acquisition of PAG; access to and the performance of third-party package delivery companies; prolonged periods 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 connection 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 risk; 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 outstanding indebtedness, including the 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 dividends at current levels or at all; VSE’s published financial guidance; restrictions and limitations that may stem from financing arrangements VSE enters into or assumes in the future; and the other factors identified in VSE’s reports filed or expected to be filed with the SEC, including VSE’s Annual Report on Form 10-K for the year ended December 31, 2025. Forward-Looking Statements
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vsecorp.com Q2 2026 Highlights Q2 2026 Highlights Acquisitions Completed, Record Performance Delivered, Integration Underway Largest Acquisition Completed ■ PAG advances VSE’s strategy to become the world’s leading independent provider of aviation aftermarket distribution and repair services ■ Completed NorthStar acquisition, expanding engine-related MRO and aftermarket support capabilities Record Revenue and Profitability Delivered ■ Revenue increased 65% and Adjusted EBITDA(1) increased 98% year-over-year ■ Strong organic revenue remains broad based across both repair and distribution ■ Record 19.2% Adjusted EBITDA margin (1) reinforces the path to margins above 20% over time ■ Raised full-year revenue and Adjusted EBITDA margin(1) guidance, reflecting confidence in the market conditions and combined platform Integration Execution and Synergy Capture Underway ■ Established business plans, integration governance and executive-owned workstreams across the combined platform ■ Advancing insourcing, joint sales, channel alignment and operating-efficiency opportunities ■ Early execution is validating the synergy and margin-expansion opportunities (1) Non-GAAP measures. See additional information in the Appendix at the end of this presentation regarding non-GAAP financial measures.
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vsecorp.com Q2 2026 Highlights Q2 2026: Acquisitions Closed, Integration Underway Pg.4 Precision Aviation Group (“PAG”) Closed May 5, 2026 • Acquired PAG in a transaction valued at approximately $2.025 billion in cash and equity • Materially expands VSE’s scale, global reach, proprietary content and repair capabilities across commercial, business and general aviation, rotorcraft, OEM, and defense end markets • Integration execution underway across sales-channel alignment, insourcing, systems, joint commercial opportunities and other revenue and margin synergies NorthStar Technologies (“NorthStar”) Closed April 1, 2026 Strategic Impact Transforms the scale and breadth of the VSE Aviation aftermarket platform Strategic Impact Deepens aftermarket engine and OEM supported supply-chain capabilities • Adds engine-related MRO, third-party logistics and component-support capabilities to VSE’s aftermarket platform • Expands VSE’s participation across multiple engine platforms and deepens its role within OEM aftermarket supply chains • Integration actions completed and underway include rebranding to VSE Aviation, aligning leadership, and launching initiatives to expand logistics, repair capacity and engine- component support
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vsecorp.com Financial Highlights Consolidated Second Quarter 2026 Financial Highlights Record Results Demonstrate Strength of VSE Platform Pg.5 Revenue of $449 million increased 65% year-over-year, including ~14% organic growth Growth was driven by new business wins, expanded product and repair capabilities, market share gains, increased share of wallet, and contributions from recent acquisitions Adjusted EBITDA(1) of $86M (19.2% margin), increased 98% year- over-year Adjusted EBITDA margin of 19.2% increased approximately 320 basis points, reflecting favorable mix, strong operating execution, synergy realization from prior acquisitions, and contributions from PAG Adjusted net income of $55 million increased 101%, while Adjusted diluted EPS of $1.75 increased 33% year-over-year 2Q’26 $449M 2Q’26 Revenue $86M (19.2%) 2Q’26 Adj. EBITDA $ (Margin %)(1) $1.75 2Q’26 Adj. Diluted EPS(1) (1) Non-GAAP measures, which reflect a change in the definition of Adjusted Net Income and Adjusted EPS (Diluted). See additional information in the Appendix at the end of this presentation regarding non-GAAP financial measures. (excludes discontinued operations)
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vsecorp.com Consolidated Results Consolidated Second Quarter 2026 Results Note: The change in revenue by channel and margin may be different than reported due to rounding 2Q’25 vs. 2Q’26 Revenue Growth Adj. EBITDA Growth(1) +65% +98% Adj. EPS Growth(1) +33% 2Q’25 2Q’26 2Q’25 2Q’26 2Q’25 2Q’26 $14M $29M $43M $86M $1.32 $1.75 Net Income Adj. EBITDA(1) Adj. EPS(1) 16.0% 19.2% 2Q’25 2Q’26 Revenue by Sales Channel 2Q’25 2Q’26 Distribution MRO 2Q’25 2Q’26 Revenue +17% +149% $174M $203M $99M $246M$272M $449M (1) Non-GAAP measure, which reflects a change in definition for Adjusted EPS. See additional information in the Appendix at the end of this presentation regarding non-GAAP financial measures. Pg.6 (excludes discontinued operations)
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vsecorp.com Balance Sheet Balance Sheet Review as of June 30, 2026 Strong free cash flow and 2.4x Adjusted Net Leverage ratio following the PAG acquisition Pg.7 Adjusted Net Leverage(1) Total Debt outstanding was $967 million Revolver availability was ~$500 million Adjusted Net Leverage ratio is 2.4x as of 2Q’262.0x 3Q’25 1.1x 4Q’25 (1) Non-GAAP measure. See additional information in the Appendix at the end of this presentation regarding non -GAAP financial measures. <3.0x 1Q’26 Pro Forma PAG Acquisition Free Cash Flow was $19 million in 2Q’26, driven by strong profitability and disciplined working capital management 2.4x Q2’26 Adjusted Net Leverage ratio expected to continue to improve in 2H’26, supported by stronger free cash flow
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vsecorp.com FY 2026 Guidance Increases 2026 Guidance(1) Guidance increase reflects record first-half performance, continued organic growth, integration progress, and stronger visibility into demand and program activity Pg.8 2025 2026 – Prior Guidance 2026 – Updated Guidance ~$1.1B +57-61% ▪ Revenue growth driven by strength in commercial engine aftermarket, new business wins, execution on new distribution awards, expanded product and repair capabilities, and contributions from recent acquisitions ▪ Organic margin expansion driven by integration synergies, operating leverage, program optimization, and increased MRO utilization ▪ Recent acquisitions expected to be accretive to VSE’s full year consolidated Adjusted EBITDA margin Revenue Growth Consolidated Adjusted EBITDA % 2025 16.4% 18.1-18.5% +61-64% 2026 – Prior Guidance 2026 – Updated Guidance 18.7-19.0% Includes PAG AcquisitionIncludes PAG Acquisition (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 2026 Priorities 2026 Priorities Execute acquisition integrations and accelerate synergy realization Implement newly awarded distribution and OEM programs across core platforms Expand engine focused MRO capacity to capture incremental demand Advance and convert the organic growth pipeline Enhance systems and processes to support scale and future integrations Advance PAG integration across sales channels, insourcing, systems, organization, and joint commercial opportunities 2 3 4 5 6 1
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vsecorp.com Appendix
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vsecorp.com Debt Refinancing Refinancing Update – New Term Loan B and Upsized Revolver $900M New Term Loan B + $500M Revolver (Undrawn at Close) as of June 30, 2026 Pg.11 Prior Debt Facilities Enhanced cash flow Expanded borrowing capacity Extended maturity Strong institutional support New Debt Facilities Term Loan B $900M Revolver $500M Term Loan A $300M Revolver $400M Improved scalability and operating flexibility Attractive pricing Undrawn TEU Amortizing Notes $67M
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vsecorp.com FY 2026 Guidance 2026 Updated Guidance Modeling Items Pg.12 Additional FY’26 Modeling Items Stock-based Compensation Depreciation & Amortization Interest Expense, Net (1) ~$18-$19 million ~$96-$100 million ~$36-$39 million Tax Rate ~25% Capital Expenditures as a percentage of sales ~2-2.5% (1) Excludes interest income on note receivable.
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vsecorp.com In addition to the financial measures prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"), thi s earnings presentation also contains non-GAAP financial measures. These measures provide useful information to investors. VSE considers Adjusted Net Income from Continuing Operations, Adjusted EPS (Diluted) from Continuing Operations, EBITDA from Continuing Operations, Adjusted EBITDA from Continuing Operations, Adjusted EBITDA margin from Continuing Operations, Acquisition Adjusted EBITDA from Continuing Operations, TTM Adjusted EBITD A from Continuing Operations, TTM Acquisition Adjusted EBITDA from Continuing Operations, net debt, net leverage ratio, adjusted net leverage ratio, and free cash flow as non -GAAP financial measures and important indicators of performance and useful metrics for management and investors to evaluate VSE’s business’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 prepared in accordance with GAAP. Adjusted Net Income from Continuing Operations represents Net Income adjusted for acquisition-related costs, amortization of intangible assets, stock-based compensation, other discrete items, and related tax impact. Management believes these acquisition -related costs and other discrete items provide useful information about nonrecurring costs and benefits to help users meaningfully evaluate and compare the Company's quarterly and year -to-date performance against prior periods. Adjusted EPS (Diluted) from Continuing Operations is computed by dividing net income, adjusted for the discrete items as identified above and the related tax impact s, by the diluted weighted average number of common shares outstanding. Beginning with the second quarter of 2026, Adjusted Net Income from Continuing Operations and Adjusted EPS (Diluted) from Con tinuing Operations now include adjustments for amortization of intangible assets and stock-based compensation, with retrospective adjustments included for prior periods presented. Management believes th ese adjustments provide useful information to evaluate VSE's ongoing operating performance on a consistent basis. EBITDA from Continuing Operations represents net income before interest expense, income taxes, amortization of intangible assets and depreciation and other amortization. Management believes EBITDA from Continuing Operations provides useful information about the Company's operating performance as it isolates non-cash depreciation and amortization charges as well as interest expense and income taxes, which are non -operating items. Adjusted EBITDA from Continuing Operations represen ts EBITDA from Continuing Operations (as defined above) adjusted for non - cash stock-based compensation and discrete items as identified above. Adjusted EBITDA margin from Continuing Operations represen ts Adjusted EBITDA from Continuing Operations as a percentage of revenue. Acquisition Adjusted EBITDA from Continuing Operations represents Adjusted EBITDA from Continuing Operations plus th e pre-acquisition portion of EBITDA from Continuing Operations for the trailing twelve months. TTM Adjusted EBITDA from Continuing Operations represents Adjusted EBITDA from Continuing Operations as defined above for the trailing twelve months. TTM Acquisition Adjusted EBITDA from Continuing Operations includes pre-acquisition portion of EBITDA from Continuing Operations for the trailing twelve months that is not included in historical results. TTM Acquisition Adjusted EBITDA from Continuing Operations does not reflect all adjustments that would otherwise be required in connection with the pr eparation of pro forma financial statements in accordance with Article 11 of Regulation S-X. Net debt is defined as principal amount of debt less debt issuance costs and less cash and cash equivalents. Fre e cash flow represents operating cash flow less capital expenditures. Capital expenditures include purchases of property and equipment. Net leverage ratio is calculated as net debt divided by TTM Adjusted EBITDA from continuing operations. Adjusted Net leverage ratio is calculated as net debt divided by TTM Acquisition Adjusted EBITDA from Continuing Operations. Additionally, Adjusted EBITDA margin is also presented as a forward -looking non-GAAP financial measure, defined as estimated ope rating income before depreciation and amortization expenses as a percentage of revenue. This measure is based solely on information available to VSE as of the date of this earnings presentat ion and may differ materially from VSE’s actual operating results as a result of developments that occur after the date of this earnings release. 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, income amounts or anticipated synergies recognized in a give n period. VSE is unable to present a quantitative reconciliation of forward -looking VSE Adjusted EBITDA from Continuing Operations to net income because certain information regarding the Company ’s provision for income taxes is not available, and management cannot reliably predict all of the necessary components of net income at this time without unreasonable effort or expense. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The unavailable information could have a significant impact on the Company’s future financial results. Reconciliations of these measures to the most directly comparable GAAP measures and other informa tion relating to these non-GAAP measures is included in the supplemental schedules attached. These non -GAAP measures, however, have limitations as analytical tools and should not be considered in isolation or as a substitute for performance prepared in accordance with GAAP. Non-GAAP Financial Measures Pg. 13
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vsecorp.com Appendix GAAP to Non-GAAP Reconciliations EBITDA from Continuing Operations and Adjusted EBITDA from Continuing Operations Pg.14 ($ in thousands) Three months ended June 30, 2026 2025 % Change Net income from continuing operations $ 28,523 $ 13,638 109.1% Interest expense, net 5,230 6,445 (18.9)% Provision for income taxes 10,732 2,430 341.6% Amortization of intangible assets 18,450 6,487 184.4% Depreciation and other amortization 5,524 3,147 75.5% EBITDA from continuing operations 68,459 32,147 113.0% Acquisition, integration and restructuring costs 9,047 1,832 393.8% Divestiture-related restructuring costs - 432 (100.0%) Earn-out receivable adjustment - 5,900 (100.0%) Loss on debt extinguishment 4,473 - -% Stock-based compensation 4,045 3,141 28.8% Adjusted EBITDA from continuing operations $ 86,024 $ 43,452 98.0% Net Income margin from continuing operations 6.4% 5.0% 1.4% Adjusted EBITDA margin from continuing operations 19.2% 16.0% 3.2%(excludes discontinued operations)
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vsecorp.com Appendix GAAP to Non-GAAP Reconciliations Adjusted Net Income from Continuing Operations and Adjusted EPS (Diluted) from Continuing Operations Pg.15 Calculation uses an estimated statutory tax rate on non-GAAP tax deductible adjustments. Three months ended June 30, ($ in thousands, except per share data) 2026 2025 % Change Net Income from continuing operations $ 28,523 $ 13,638 109.1% Adjustments to net income from continuing operations: Acquisition, integration and restructuring costs 9,047 1,832 393.8% Divestiture-related restructuring costs - 432 (100.0)% Interest income on note receivable (688) - -% Earn-out receivable adjustment - 5,900 (100.0)% Loss on debt extinguishment 4,473 - -% Debt issuance costs - 491 (100.0)% Amortization of intangible assets 18,450 6,487 184.4% Stock-based compensation 4,045 3,141 28.8% 63,850 31,921 100.0% Tax impact on adjusted items (8,814) (4,562) 93.2% Adjusted Net Income from continuing operations $ 55,036 $ 27,359 101.2% Weighted Average Diluted Shares 31,385 20,731 51.4% GAAP EPS (Diluted) $ 0.91 $ 0.66 37.9% Adjusted EPS (Diluted) from continuing operations $ 1.75 $ 1.32 32.6%
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vsecorp.com Appendix GAAP to Non-GAAP Reconciliations Balance Sheet Pg.16 (1) TTM Adjusted EBITDA from continuing operations is defined as Adjusted EBITDA from continuing operations for the most recent twelve (12) month period. (2) Net Leverage Ratio and Adjusted Net Leverage Ratio as of March 31, 2026 are not meaningful due to cash and cash equivalents exceeding debt. (3) TTM Acquisition Adjusted EBITDA from continuing operations includes pre-acquisition portion of EBITDA for the trailing twelve months that is not included in historical results. Reconciliation of Operating Cash Flow to Free Cash Flows ($ in thousands) June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 Net cash provided by (used in) operating activities $ 27,557 $ (62,264) $ 37,642 $ 24,089 Capital expenditures (8,870) (6,457) (6,768) (6,049) Free Cash Flow $ 18,687 $ (68,721) $ 30,874 $ 18,040 Reconciliation of Debt to Net Debt ($ in thousands) June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 Principal amount of debt $ 966,668 $ 366,342 $ 296,250 $ 359,741 Debt issuance costs (19,711) (5,367) (3,446) (3,645) Cash and cash equivalents (75,360) (1,239,407) (69,358) (8,784) Net Debt $ 871,597 $ (878,432) $ 223,446 $ 347,312 Net Leverage Ratio ($ in thousands) June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 Net Debt $ 871,597 $ (878,432) $ 223,446 $ 347,312 TTM Adjusted EBITDA from continuing operations (1) $ 240,573 $ 198,001 $ 182,924 $ 164,463 Net Leverage Ratio (2) 3.6x NM 1.2x 2.1x TTM Acquisition Adjusted EBITDA from continuing operations (3) $ 370,179 $ 217,995 $ 209,128 $ 171,564 Adjusted Net Leverage Ratio (2) 2.4x NM 1.1x 2.0x