VSE CORP 10-K

ITEM 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) 31 Consolidated Balance Sheets as of December 31, 2022 and 2021 33 Consolidated Statements of Income (Loss) for the years ended December 31, 2022, 2021 and 2020 34 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2022, 2021 and 2020 35 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2022, 2021 and 2020 36 Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 37 Notes to Consolidated Financial Statements 39 -30- Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders VSE Corporation Opinion on the financial statements We have audited the accompanying consolidated balance sheets of VSE Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of income (loss), comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule included under Item 15.2 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 9, 2023 expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Assessment of the write-down of Aviation inventories As described further in Note 1 to the consolidated financial statements, the Company records inventory within its Aviation Segment at the lower of cost or net realizable value. The Company periodically evaluates the carrying value of inventory which requires the write-down of slow-moving inventory for excess or obsolete inventory based on certain inputs and assumptions used to determine the net realizable value. These assumptions include future demand and sales patterns. Changes in these assumptions could have a significant impact on the valuation of the inventory for the Aviation Segment. The principal considerations for our determination that the assessment of the write-down of inventories, within the Aviation Segment, is a critical audit matter are the magnitude of the inventory balance in the Aviation Segment and that the inputs and assumptions used in determining the write-down are subject to significant management judgement. The inputs and assumptions used in determining the write-down of slow-moving inventory includes the future demand and sales patterns, the identification of specific inventories associated with aircraft with declining usage trends and the impact of recently executed distribution agreements. The assessment of these inputs required a high degree of auditor judgement in evaluating the future customer demand for slow moving inventory. -31- Table of Contents Our audit procedures related to the write-down of inventory included the following, among others. • We tested the design and operating effectiveness of controls relating to the Company’s inventory process, including controls over the Company’s evaluation of the impact on the estimate of net realizable value based on the number of days transpiring from the date the inventory was original received, historical sales of the inventory, specific inventories identified to relate to aircraft with declining usage and the approval and evaluation of new distribution agreements. • We assessed the recovery rates applied to slow moving inventory are consistent with management’s forecasted demand. • We assessed the identification of specific inventory with declining usage trends by evaluating external industry information. • We conducted sensitivity analysis around the reserve assumptions applied to aged inventory included in the perpetual listing as of year-end. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2019. Arlington, Virginia March 9, 2023 -32- Table of Contents VSE Corporation and Subsidiaries Consolidated Balance Sheets (in thousands, except share and per share amounts) As of December 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 478 $ 518 Receivables, net 103,193 76,587 Unbilled receivables 38,307 31,882 Inventories 380,707 322,702 Other current assets 26,193 32,304 Total current assets 548,878 463,993 Property and equipment, net 47,969 42,486 Intangible assets, net 90,624 108,263 Goodwill 248,837 248,753 Operating lease - right-of-use assets 34,412 27,327 Other assets 29,069 27,736 Total assets $ 999,789 $ 918,558 Liabilities and Stockholders' equity Current liabilities: Current portion of long-term debt $ 10,000 $ 14,162 Accounts payable 159,600 115,064 Accrued expenses and other current liabilities 53,722 49,465 Dividends payable 1,282 1,273 Total current liabilities 224,604 179,964 Long-term debt, less current portion 276,300 270,407 Deferred compensation 7,398 14,328 Long-term operating lease obligations 32,340 27,168 Deferred tax liabilities 9,621 9,108 Other long-term liabilities — 250 Total liabilities 550,263 501,225 Commitments and contingencies (Note 13) Stockholders' equity: Common stock, par value $ 0.05 per share, authorized 23,000,000 shares; issued and outstanding 12,816,613 and 12,726,659 respectively 641 636 Additional paid-in capital 92,620 88,515 Retained earnings 351,297 328,358 Accumulated other comprehensive income (loss) 4,968 ( 176 ) Total stockholders' equity 449,526 417,333 Total liabilities and stockholders' equity $ 999,789 $ 918,558 The accompanying notes are an integral part of these financial statements. -33- Table of Contents VSE Corporation and Subsidiaries Consolidated Statements of Income (Loss) (in thousands, except share and per share amounts) For the years ended December 31, 2022 2021 2020 Revenues: Products $ 562,482 $ 400,935 $ 318,324 Services 387,280 349,918 343,335 Total revenues 949,762 750,853 661,659 Costs and operating expenses: Products 503,932 385,065 283,814 Services 367,897 322,161 302,458 Selling, general and administrative expenses 5,163 3,625 3,120 Amortization of intangible assets 17,639 18,482 17,504 Total costs and operating expenses 894,631 729,333 606,896 55,131 21,520 54,763 Loss on sale of a business entity and certain assets — — ( 8,214 ) Gain on sale of property — — 1,108 Goodwill and intangible asset impairment — — ( 33,734 ) Operating income 55,131 21,520 13,923 Interest expense, net 17,885 12,069 13,496 Income before income taxes 37,246 9,451 427 Provision for income taxes 9,187 1,485 5,598 Net income (loss) $ 28,059 $ 7,966 $ ( 5,171 ) Basic earnings (loss) per share $ 2.20 $ 0.63 $ ( 0.47 ) Basic weighted average shares outstanding 12,780,117 12,551,459 11,034,256 Diluted earnings (loss) per share $ 2.19 $ 0.63 $ ( 0.47 ) Diluted weighted average shares outstanding 12,827,894 12,632,874 11,034,256 The accompanying notes are an integral part of these financial statements. -34- Table of Contents VSE Corporation and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) (in thousands) For the years ended December 31, 2022 2021 2020 Net income (loss) $ 28,059 $ 7,966 $ ( 5,171 ) Change in fair value of interest rate swap agreements, net of tax 5,144 1,027 ( 98 ) Other comprehensive income (loss), net of tax 5,144 1,027 ( 98 ) Comprehensive income (loss) $ 33,203 $ 8,993 $ ( 5,269 ) The accompanying notes are an integral part of these financial statements. -35- Table of Contents VSE Corporation and Subsidiaries Consolidated Statements of Stockholders' Equity (in thousands except per share data) Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Common Stock Shares Amount Balance at December 31, 2019 10,970 $ 549 $ 29,411 $ 334,246 $ ( 1,105 ) $ 363,101 Net loss — — — ( 5,171 ) — ( 5,171 ) Stock-based compensation 85 4 2,459 — — 2,463 Change in fair value of interest rate swap agreements, net of tax — — — — ( 98 ) ( 98 ) Dividends declared ($ 0.36 per share) — — — ( 3,978 ) — ( 3,978 ) Balance at December 31, 2020 11,055 553 31,870 325,097 ( 1,203 ) 356,317 Issuance of common stock 1,599 80 51,937 — — 52,017 Net income — — — 7,966 — 7,966 Stock-based compensation 73 3 4,708 — — 4,711 Change in fair value of interest rate swap agreements, net of tax — — — — 1,027 1,027 Dividends declared ($ 0.37 per share) — — — ( 4,705 ) — ( 4,705 ) Balance at December 31, 2021 12,727 636 88,515 328,358 ( 176 ) 417,333 Net income — — — 28,059 — 28,059 Stock-based compensation 90 5 4,105 — — 4,110 Change in fair value of interest rate swap agreements, net of tax — — — — 5,144 5,144 Dividends declared ($ 0.40 per share) — — — ( 5,120 ) — ( 5,120 ) Balance at December 31, 2022 12,817 $ 641 $ 92,620 $ 351,297 $ 4,968 $ 449,526 The accompanying notes are an integral part of these financial statements. -36- Table of Contents VSE Corporation and Subsidiaries Consolidated Statements of Cash Flows (in thousands) For the years ended December 31, 2022 2021 2020 Cash flows from operating activities: Net income (loss) $ 28,059 $ 7,966 $ ( 5,171 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 25,570 25,600 24,135 Deferred taxes ( 1,139 ) ( 4,356 ) 106 Stock-based compensation 4,465 3,932 2,858 Provision for inventory 1,094 24,420 — Loss on sale of a business entity and certain assets — — 8,214 Loss (gain) on sale of property and equipment 122 ( 64 ) ( 1,051 ) Goodwill and intangible asset impairment — — 33,734 Earn-out obligation fair value adjustment — — ( 4,999 ) Changes in operating assets and liabilities, net of impact of acquisitions: Receivables ( 26,606 ) ( 9,413 ) 7,732 Unbilled receivables ( 6,425 ) ( 5,542 ) 19,694 Inventories ( 59,099 ) ( 80,021 ) ( 50,172 ) Other current assets and noncurrent assets ( 4,522 ) ( 14,247 ) ( 1,722 ) Accounts payable and deferred compensation 36,193 33,210 3,503 Accrued expenses and other current and noncurrent liabilities 10,339 913 ( 1,100 ) Net cash provided by (used in) operating activities 8,051 ( 17,602 ) 35,761 Cash flows from investing activities: Purchases of property and equipment ( 11,212 ) ( 10,520 ) ( 4,427 ) Proceeds from the sale of property and equipment — 68 2,875 Proceeds from payments on notes receivable 8,835 2,906 1,856 Proceeds from sale of a business entity and certain assets — — 19,915 Earn-out obligation payments — ( 750 ) Cash paid for acquisitions, net of cash acquired — ( 53,336 ) — Net cash (used in) provided by investing activities ( 2,377 ) ( 61,632 ) 20,219 Cash flows from financing activities: Borrowings on loan agreement 520,223 491,567 432,999 Repayments on loan agreement ( 518,347 ) ( 458,294 ) ( 452,338 ) Proceeds from issuance of common stock 899 52,017 — Earn-out obligation payments ( 1,250 ) — ( 31,701 ) Payment of debt financing costs ( 1,113 ) ( 808 ) ( 636 ) Payment of taxes for equity transactions ( 1,015 ) ( 681 ) ( 690 ) Dividends paid ( 5,111 ) ( 4,427 ) ( 3,970 ) Net cash (used in) provided by financing activities ( 5,714 ) 79,374 ( 56,336 ) Net (decrease) increase in cash and cash equivalents ( 40 ) 140 ( 356 ) Cash and cash equivalents at beginning of year 518 378 734 Cash and cash equivalents at end of year $ 478 $ 518 $ 378 The accompanying notes are an integral part of these financial statements. -37- Table of Contents Supplemental cash flow disclosures: Cash paid for interest $ 16,423 $ 12,146 $ 13,936 Cash paid for income taxes $ 10,332 $ 7,536 $ 4,759 Supplemental disclosure of noncash investing and financing activities: Notes receivable from the sale of a business entity and certain assets $ — $ — $ 12,852 Earn-out obligation in connection with acquisitions $ — $ 1,250 $ — The accompanying notes are an integral part of these financial statements. -38- Table of Contents VSE Corporation and Subsidiaries Notes to Consolidated Financial Statements December 31, 2022 (1) Nature of Business and Summary of Significant Accounting Policies Nature of Business The term "VSE," the "Company," "us," "we," or "our" means VSE and its subsidiaries and divisions unless the context indicates operations of only VSE as the parent company. Our operations include aftermarket supply chain management solutions and parts supply for vehicle fleets; maintenance, repair, and overhaul ("MRO") services and parts supply for aviation clients; vehicle and equipment maintenance and refurbishment; logistics; engineering; energy services; IT and health care IT solutions; and consulting services. We serve the United States Government (the "government"), including the United States Department of Defense ("DoD"), federal civilian agencies, and other commercial customers. Principles of Consolidation and Basis of Presentation The consolidated financial statements consist of the operations of our parent company and our wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States ("U.S. GAAP") requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the financial statements may include, but are not limited to, fair value measurements, inventory provisions, collectability of receivables, estimated profitability of long-term contracts, valuation allowances on deferred tax assets, fair value of goodwill and other intangible assets and contingencies. Stock-Based Compensation We issue stock-based awards as compensation to employees and directors. Stock-based awards include stock-settled bonus awards, vesting stock awards and performance share awards. We recognize stock-based compensation expense over the underlying award’s requisite service period, as measured using the award’s grant date fair value. Our policy is to recognize forfeitures as they occur. For performance share awards, we assess the probability of achieving the performance conditions at each reporting period end and adjust compensation expense based on the number of shares we expect to ultimately issue. Earnings Per Share Basic earnings per share ("EPS") is computed by dividing net income by the weighted average number of shares of common stock outstanding during each period. Shares issued during the period are weighted for the portion of the period that they were outstanding. Our calculation of diluted earnings per common share includes the dilutive effects for the assumed vesting of outstanding stock-based awards. As a result of incurring a net loss for the year ended December 31, 2020, potential dilutive shares were excluded from diluted loss per share as the effect would have been anti-dilutive. The antidilutive common stock equivalents excluded from the diluted per share calculation were not material. Years Ended December 31, 2022 2021 2020 Basic weighted average common shares outstanding 12,780,117 12,551,459 11,034,256 Effect of dilutive shares 47,777 81,415 — Diluted weighted average common shares outstanding 12,827,894 12,632,874 11,034,256 Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Due to the short maturity of these instruments, the carrying values on our consolidated balance sheets approximate fair value. -39- Table of Contents Property and Equipment Property and equipment is recorded at cost, net of accumulated depreciation and amortization. Depreciation and amortization is generally provided on the straight-line method over the estimated useful lives of the various assets. Property and equipment is generally depreciated over the following estimated useful lives: computer equipment, furniture, other equipment from three to 15 years; and buildings and land improvements from 15 to 20 years. Amortization of leasehold improvements is provided by the straight-line method over the lesser of their useful life or the remaining term of the lease. Leases We determine at inception whether an arrangement that provides us control over the use of an asset is a lease. Substantially all of our leases are long-term operating leases for facilities with fixed payment terms. We recognize a right-of-use ("ROU") asset and a lease liability upon commencement of our operating leases. The initial lease liability is equal to the future fixed minimum lease payments discounted using our incremental borrowing rate, on a secured basis. The lease term includes option renewal periods and early termination payments when it is reasonably certain that we will exercise those rights. The initial measurement of the ROU asset is equal to the initial lease liability plus any initial indirect costs and prepayments, less any lease incentives. We recognize lease costs on a straight-line basis over the remaining lease term, except for variable lease payments that are expensed in the period in which the obligation for those payments is incurred. Leases with an initial term of 12 months or less with purchase options or extension options that are not reasonably certain to be exercised are not recorded on the balance sheet. Operating lease cost is included in costs and operating expenses on our consolidated statement of income. Concentration of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist primarily of our trade receivables. Our trade receivables consist of amounts due from various commercial entities and government clients. We believe that concentrations of credit risk with respect to trade receivables are limited due to the large number of customers comprising the customer base and their dispersion across many different geographic regions. Contracts with the government, either as a prime or subcontractor, accounted for approximately 47 %, 57 %, and 69 % of revenues for the years ended December 31, 2022, 2021 and 2020, respectively. The credit risk, with respect to contracts with the government, is limited due to the creditworthiness of the respective governmental entity. We perform ongoing credit evaluations and monitoring of the financial condition of all our customers. We maintain an allowance for credit losses based upon several factors, including historical collection experience, current aging status of the customer accounts and financial condition of our customers. Revenue Recognition We account for revenue in accordance with ASC 606. The unit of account in ASC 606 is a performance obligation. At the inception of each contract with a customer, we determine our performance obligations under the contract and the contract's transaction price. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is defined as the unit of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when the performance obligation is satisfied. The majority of our contracts have a single performance obligation as the promise to transfer the respective goods or services is not separately identifiable from other promises in the contracts and is, therefore, not distinct. For product sales, each product sold to a customer typically represents a distinct performance obligation. Our performance obligations are satisfied over time as work progresses or at a point in time based on transfer of control of products and services to our customers. Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and therefore are accounted for as part of the existing contract. Substantially all our Fleet segment revenues from the sale of vehicle parts to customers are recognized at the point in time of the transfer of control to the customer. Sales returns and allowances for vehicle parts are not significant. Our Aviation segment revenues result from the sale of aircraft parts and performance of MRO services for private and commercial aircraft owners, other aviation MRO providers, and aviation original equipment manufacturers. Our Aviation segment recognizes revenues for the sale of aircraft parts at a point in time when control is transferred to the customer, which -40- Table of Contents usually occurs when the parts are shipped. Our Aviation segment recognizes revenues for MRO services over time as the services are transferred to the customer. MRO services revenue recognized is measured based on the cost-to-cost input method, as costs incurred reflect the work completed, and therefore the services transferred to date. Sales returns and allowances are not significant. Our Federal and Defense segment revenues result from professional and technical services, which we perform for customers on a contract basis. Revenue is recognized for performance obligations over time as we transfer the services to the customer. The three primary types of contracts used are cost-type, fixed-price and time-and-materials. Revenues result from work performed on these contracts by our employees and our subcontractors and from costs for materials and other work-related costs allowed under our contracts. Revenues on cost-plus contracts are recorded as contract allowable costs are incurred and fees are earned. Variable consideration is included in the estimated transaction price, to the extent that it is probable that a significant reversal will not occur, when there is a basis to reasonably estimate the amount of the fee. These estimates are based on historical award experience, anticipated performance and our best judgment based on current facts and circumstances. Revenues on fixed-price contracts are recorded as work is performed over the period. We generally recognize revenue using the time-elapsed output method for our fixed-price service offering performance obligations. For certain deliverable-based fixed-price performance obligations, revenue is recognized over time using costs incurred to date relative to total estimated costs at completion. For such contracts, we estimate total costs at the inception of the contract based on our assumptions of the cost elements required to complete the associated tasks of the contract and assess the impact of the risks on our estimates of total costs to complete the contract. Our cost estimates are based on assumptions that include the complexity of the work, our employee labor costs, the cost of materials and the performance of our subcontractors. These cost estimates are subject to change as we perform under the contract and as a result, the timing of revenues and amount of profit on a contract may change as there are changes in estimated costs to complete the contract. Such adjustments are recognized on a cumulative catch-up basis in the period we identify the changes. Revenues for time and materials ("T&M") contracts are recorded based on the amount for which we have the right to invoice our customers, because the amount directly reflects the value of our work performed for the customer. Revenues are recorded on the basis of contract allowable labor hours worked multiplied by the contract defined billing rates, plus the direct costs and indirect cost burdens associated with materials and subcontract work used in performance on the contract. Generally, profits on time and materials contracts result from the difference between the cost of services performed and the contract defined billing rates for these services. Revenues related to work performed on government contracts at risk, which is work performed at the customer's request prior to the government formalizing funding, is not recognized until it can be reliably estimated, and its realization is probable. A substantial portion of contract and administrative costs are subject to audit by the Defense Contract Audit Agency. Our indirect cost rates have been audited and approved for 2021 and prior years with no material adjustments to our results of operations or financial position. While we maintain reserves to cover the risk of potential future audit adjustments based primarily on the results of prior audits, we do not believe any future audits will have a material adverse effect on our results of operations, financial position, or cash flows. Receivables and Unbilled Receivables Receivables are recorded at amounts earned less an allowance. We review our receivables regularly to determine if there are any potentially uncollectible accounts. The majority of our receivables are from government agencies, where there is minimal credit risk. Unbilled receivables include amounts typically resulting from sales under contracts when the cost-to-cost method of revenue recognition is utilized, and revenue recognized exceeds the amount billed to the customer. The amounts may not exceed their estimated net realizable value. Unbilled receivables are classified as current based on our contract operating cycle. Allowance for Credit Losses We establish allowances for credit losses on our accounts receivable and unbilled receivables. To measure expected credit losses, we have disaggregated pools of receivable balances by segment. Within each segment, receivables exhibit similar risk characteristics. In determining the amount of the allowance for credit losses, we consider historical collectability based on past due status. We also consider current market conditions and forecasts of future economic conditions to inform potential -41- Table of Contents adjustments to historical loss data. In addition, we also record allowance for credit losses for specific receivables that are deemed to have a higher risk profile than the rest of the respective pool of receivables, such as concerns about a specific customer's inability to meet its financial obligation to us. The adequacy of these allowances is assessed quarterly through consideration of factors on a collective basis where similar characteristics exist and on an individual basis. Inventories Inventories are stated at the lower of cost or net realizable value using the first-in, first-out ("FIFO") method. Inventories consist primarily of finished goods replacement parts for our Fleet and Aviation segments, and also include related purchasing, storage and handling costs. Inventories for our Aviation segment consist primarily of aftermarket parts for distribution, and general aviation engine accessories and parts, and also include related purchasing, overhaul labor, storage and handling costs. We periodically evaluate the carrying value of inventory, giving consideration to factors such as its physical condition, sales patterns and expected future demand in order to estimate the amount necessary to write down any slow moving, obsolete or damaged inventory. These estimates could vary significantly from actual amounts based upon future economic conditions, customer inventory levels or competitive factors that were not foreseen or did not exist when the estimated write-downs were made. During 2021, we recorded a $ 24.4 million provision for inventory within cost and operating expenses primarily related to slow moving and excess quantities of Aviation segment inventory supporting certain international region distribution programs entered into prior to 2019. Deferred Compensation Plans We established the VSE Corporation Deferred Supplemental Compensation Plan ("DSC Plan") for the benefit of certain key management employees to be incentivized and rewarded based on overall company performance. We recognized DSC Plan expenses of $ 0.3 million, $ 0.4 million and $ 1.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. We invest in corporate owned life insurance ("COLI") products and in mutual funds that are held in a Rabbi Trust to fund the DSC Plan obligations. The COLI investments are recorded at cash surrender value and the mutual fund investments are recorded at fair value. The DSC Plan assets are included in other assets on the accompanying consolidated balance sheets. Gains and losses recognized on the changes in fair value of the investments are recorded as selling, general and administrative expenses on the accompanying consolidated statements of income. We recorded a net gain of $ 22 thousand and net losses of $ 0.6 million and $ 0.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Derivative Instruments Derivative instruments are recorded on the consolidated balance sheets at fair value. Unrealized gains and losses on derivatives designated as cash flow hedges are report in other comprehensive income (loss) and reclassified into earnings in a manner that matches the timing of the earnings impact of the hedged transactions. Income Taxes Income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. This method also requires the recognition of future tax benefits, such as net operating loss carryforwards, to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The carrying value of net deferred tax assets is based on assumptions regarding our ability to generate sufficient future taxable income to utilize these deferred tax assets. Business Combinations We allocate the purchase price of acquired entities to the underlying tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values, with any excess recorded as goodwill. The operating results of acquired businesses are included in our results of operations beginning as of their effective acquisition dates. For contingent -42- Table of Contents consideration arrangements, a liability is recognized at fair value as of the acquisition date with subsequent fair value adjustments recorded in operations. Goodwill and Other Intangible Assets Goodwill represents the purchase price paid in excess of the fair value of net tangible and intangible assets acquired in a business combination. Goodwill is tested for potential impairment at the reporting unit level annually at the beginning of the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We estimate and compare the fair value of each reporting unit to its respective carrying value including goodwill. The fair value of our reporting units is determined using a combination of the income approach and the market approach, which involves the use of estimates and assumptions, including projected future operating results and cash flows, the cost of capital, and financial measures derived from observable market data of comparable public companies. If the fair value is less than the carrying value, the amount of impairment expense is equal to the difference between the reporting unit’s fair value and the reporting unit’s carrying value. Intangible assets with finite lives are amortized using the method that best reflects how their economic benefits are utilized or, if a pattern of economic benefits cannot be reliably determined, on a straight-line basis over their estimated useful lives. Intangible assets with finite lives are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment of Long-Lived Assets (Excluding Goodwill) We review our long-lived assets, including amortizable intangible assets and property and equipment, for impairment whenever events or changes in facts and circumstances indicate that their carrying values may not be fully recoverable. We assess impairment by comparing the estimated undiscounted future cash flows of the related asset to its carrying value. If an asset is determined to be impaired, we recognize an impairment charge in the current period for the difference between the fair value of the asset and its carrying value. Recent Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, "Revenue from Contracts with Customers," as if the acquirer had originated the contracts. The new standard is effective on a prospective basis for fiscal years and interim reporting periods within those fiscal years beginning after December 15, 2022, with early adoption permitted. We elected to early adopt this standard during the first quarter 2022 and will apply the guidance prospectively to business combinations entered into subsequent to adoption. In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We amended our loan agreement in October 2022, which is discussed in Note (7) "Debt". The change from LIBOR rates did not have a material impact on our consolidated financial statements. (2) Acquisitions and Divestitures Acquisitions Global Parts Group, Inc On July 26, 2021, our Aviation segment acquired Global Parts Group, Inc. ("Global Parts"), a privately owned company with operations in Augusta, Kansas. Global Parts provides distribution and MRO services for business and general aviation ("B&GA") aircraft families. The acquisition expands our existing B&GA focus and further diversifies our existing product and -43- Table of Contents platform offerings to include additional airframe components, while expanding our customer base of regional and global B&GA customers. The cash purchase price for Global Parts was approximately $ 40 million, net of cash acquired, which was funded using our existing bank revolving loan. The purchase price included $ 2 million of contingent consideration. Refer to Note (17) "Fair Value Measurements," for additional information regarding the earn-out obligation. We completed the purchase accounting valuation for this transaction in 2021 and recorded the final purchase price allocation as follows (in thousands): Description Fair Value Accounts receivable $ 6,410 Inventories 13,240 Prepaid expenses and other current assets 620 Property and equipment 368 Intangibles - customer related 16,000 Goodwill 10,019 Operating lease right-of-use-assets 3,043 Long-term deferred tax assets 1,775 Accounts payable ( 6,112 ) Accrued expenses and other current liabilities ( 1,936 ) Long-term operating lease liabilities ( 2,874 ) Net assets acquired, excluding cash $ 40,553 Cash consideration, net of cash acquired $ 38,553 Acquisition date estimated fair value of earn-out obligation 2,000 Total consideration $ 40,553 The value attributed to the customer relationship intangible asset is being amortized on a straight-line basis using a useful life of 15 years. No ne of the value attributed to goodwill and customer relationships was deductible for income tax purposes. Goodwill resulting from the acquisition reflects the strategic advantage of expanding our supply chain management capabilities through the diversification of our existing product and platform offerings to new customers. We incurred approximately $ 0.5 million of acquisition-related expenses associated with our Global Parts acquisition for the year ended December 31, 2021, which are included in selling, general and administrative expenses. Global Parts' results of operations are included in our Aviation segment in the accompanying consolidated financial statements beginning on the acquisition date of July 26, 2021. Had the acquisition occurred as of January 1, 2020, revenue and net income (loss) from consolidated operations, and basic and diluted earnings (loss) per share on a pro forma basis for the year ended December 31, 2021 and 2020 would not have been materially different than our reported amounts. HAECO Special Services, LLC On March 1, 2021, our Federal and Defense segment acquired HAECO Special Services, LLC ("HSS") from HAECO Airframe Services, LLC, a division of HAECO Americas ("HAECO") for the purchase price of $ 14.8 million. HSS is a leading provider of fully integrated MRO support solutions for military and government aircraft. HSS provides scheduled depot maintenance, contract field deployment and unscheduled drop-in maintenance for a United States DoD contract specifically for the sustainment of the U.S. Air Force ("USAF") KC-10 fleet. HSS operating results are included in our Federal and Defense segment in the accompanying consolidated financial statements beginning on the acquisition date of March 1, 2021. The acquisition was not material to our consolidated financial statements. -44- Table of Contents The final allocation of the purchase price resulted in approximately $ 7.0 million to the fair value of net tangible assets (including $ 9.2 million of accounts receivable), $ 0.7 million to goodwill, and $ 7.2 million to customer relationship intangible asset, which is being amortized over approximately 4 years from the acquisition date. We incurred approximately $ 0.3 million of acquisition-related expenses associated with our HSS acquisition for the year ended December 31, 2021, which are included in selling, general and administrative expenses. Divestitures Prime Turbines Sale In January 2020, VSE’s subsidiary VSE Aviation, Inc. entered into two definitive agreements to sell (1) Prime Turbines LLC ("Prime Turbines") and (2) certain related inventory assets to PTB Holdings USA, LLC ("PTB"). The transaction was completed on February 26, 2020 with cash proceeds of $ 20.0 million, including final working capital adjustments, and a note receivable of $ 8.3 million received as consideration. As a result of the sale of the business and inventory, we derecognized the assets and liabilities of Prime Turbines and recorded a $ 7.5 million loss in 2020 which is reflected within loss on sale of a business entity and certain assets in the consolidated statements of income. CT Aerospace Asset Sale In June 2020, VSE's subsidiary VSE Aviation, Inc. entered into an asset purchase agreement to sell CT Aerospace, LLC ("CT Aerospace") inventory and certain assets to Legacy Turbines, LLC ("Legacy Turbines") for $ 6.9 million, with a note receivable received as consideration. As a result of the sale, we recorded a $ 678 thousand loss in 2020, which is reflected within loss on sale of a business entity and certain assets in the consolidated statements of income. (3) Revenue Recognition Disaggregated Revenue Our revenues are derived from the delivery of products to our customers and from services performed for commercial customers, the DoD, and various other government agencies. A summary of revenues by customer for each of our operating segments for the years ended December 31, 2022, 2021 and 2020 were as follows (in thousands): Year Ended December 31, 2022 Fleet Aviation Federal and Defense Total Commercial $ 104,162 $ 403,155 $ 583 $ 507,900 DoD 3,286 — 224,436 227,722 Other government 153,888 4,957 55,295 214,140 Total $ 261,336 $ 408,112 $ 280,314 $ 949,762 Year Ended December 31, 2021 Commercial $ 73,606 $ 245,380 $ 3,332 $ 322,318 DoD 12,689 — 220,733 233,422 Other government 147,237 2,472 45,404 195,113 Total $ 233,532 $ 247,852 $ 269,469 $ 750,853 Year Ended December 31, 2020 Commercial $ 42,733 $ 163,695 $ 1,877 $ 208,305 DoD 20,744 1,093 214,560 236,397 Other government 178,693 282 37,982 216,957 Total $ 242,170 $ 165,070 $ 254,419 $ 661,659 -45- Table of Contents A summary of revenues by type for each of our operating segments for the year ended December 31, 2022, 2021 and 2020 were as follows (in thousands): Year Ended December 31, 2022 Fleet Aviation Federal and Defense Total Repair $ — $ 107,399 $ — $ 107,399 Distribution 261,336 300,713 — 562,049 Cost Plus Contract — — 139,958 139,958 Fixed Price Contract — — 98,674 98,674 T&M Contract — — 41,682 41,682 Total $ 261,336 $ 408,112 $ 280,314 $ 949,762 Year Ended December 31, 2021 Repair $ — $ 75,725 $ — $ 75,725 Distribution 233,532 172,127 — 405,659 Cost Plus Contract — — 93,694 93,694 Fixed Price Contract — — 105,495 105,495 T&M Contract — — 70,280 70,280 Total $ 233,532 $ 247,852 $ 269,469 $ 750,853 Year Ended December 31, 2020 Repair $ — $ 82,445 $ — $ 82,445 Distribution 242,170 82,625 — 324,795 Cost Plus Contract — — 79,064 79,064 Fixed Price Contract — — 138,406 138,406 T&M Contract — — 36,949 36,949 Total $ 242,170 $ 165,070 $ 254,419 $ 661,659 Contract Balances Receivables, net, represent rights to consideration, which are unconditional other than the passage of time. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets include unbilled receivables and contract retentions but exclude billed receivables. Contract liabilities include customer advances, billings in excess of revenues and deferred revenue. Contract assets and liabilities are recorded net on a contract-by-contract basis and are generally classified as current based on our contract operating cycle. Receivables, net and unbilled receivables as of December 31, 2022 and 2021, respectively, were as follows (in thousands): 2022 2021 Receivables, net (1) $ 103,193 $ 76,587 Unbilled receivables 38,307 31,882 Total $ 141,500 $ 108,469 (1) Net of allowance of $ 2.1 million and $ 1.7 million as of December 31, 2022 and 2021, respectively. Unbilled receivables increased to $ 38.3 million as of December 31, 2022 from $ 31.9 million as of December 31, 2021, primarily due to revenue recognized in excess of billings. Contract liabilities, which are included in accrued expenses and other current liabilities in our consolidated balance sheet, were $ 6.4 million as of December 31, 2022 and $ 7.1 million as of December 31, 2021. For the year ended December 31, 2022 and 2021, we recognized revenue of $ 3.9 million and $ 5.1 million, respectively, that was previously included in the beginning balance of contract liabilities. Performance Obligations Our performance obligations are satisfied either at a point in time or over time as work progresses. Revenues from products and services transferred to customers at a point in time are primarily related to the sales of vehicle and aircraft parts in our Fleet and Aviation segments. Revenue recognized at a point in time accounted for approximately 59 % and 54 % of our revenues for the -46- Table of Contents year ended December 31, 2022 and 2021, respectively. Revenues from products and services transferred to customers over time are primarily related to revenues in our Federal and Defense segment and MRO services in our Aviation segment. Revenues recognized over time accounted for approximately 41 % and 46 % of our revenues for the year ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the aggregate amount of transaction prices allocated to unsatisfied or partially unsatisfied performance obligations was $ 187 million. Performance obligations expected to be satisfied within one year and greater than one year are 97 % and 3 %, respectively. We have applied the practical expedient for certain parts sales and MRO services to exclude the amount of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which we recognize revenue in proportion to the amount we have the right to invoice for services performed. During the year ended December 31, 2022, revenue recognized from performance obligations satisfied in prior periods was not material. (4) Other Current Assets Other current assets consisted of the following as of December 31, 2022 and 2021 (in thousands): 2022 2021 Self insurance trust assets $ — $ 5,993 Current portion of notes receivable — 2,820 Vendor advances 14,998 14,552 Other 11,195 8,939 Total $ 26,193 $ 32,304 (5) Property and Equipment Property and equipment, net consisted of the following as of December 31, 2022 and 2021 (in thousands): 2022 2021 Buildings and building improvements $ 30,482 $ 29,596 Computer equipment 29,728 28,084 Furniture, fixtures, equipment and other 48,788 39,377 Leasehold improvements 7,495 7,164 Land and land improvements 4,681 4,726 121,174 108,947 Less accumulated depreciation and amortization ( 73,205 ) ( 66,461 ) Total property and equipment, net $ 47,969 $ 42,486 Depreciation and amortization expense for the years ended December 31, 2022, 2021 and 2020 was $ 7.1 million, $ 6.1 million and $ 5.6 million, respectively. -47- Table of Contents (6) Goodwill and Intangible Assets Changes in goodwill for the years ended December 31, 2022 and 2021 by operating segment were as follows (in thousands): Fleet Federal and Defense Aviation (1) Total Balance as of December 31, 2020 $ 63,190 $ 30,883 $ 144,053 $ 238,126 Goodwill acquired — 608 10,019 10,627 Balance as of December 31, 2021 $ 63,190 $ 31,491 $ 154,072 $ 248,753 Adjustments to goodwill — 84 — 84 Balance as of December 31, 2022 $ 63,190 $ 31,575 $ 154,072 $ 248,837 (1) As of December 2022 and 2021, the Aviation segment accumulated goodwill impairment loss was $ 30.9 million. Goodwill increased during the year ended December 31, 2021 in connection with acquisitions completed during the period as discussed in Note (2) "Acquisitions and Divestitures." There were no impairments of goodwill during the years ended December 31, 2022 and 2021. During the year ended December 31, 2020, we recognized a $ 30.9 million goodwill impairment charge resulting from the negative impact of the COVID-19 pandemic on our Aviation reporting unit. Intangible assets consisted of the following (in thousands): Cost Accumulated Amortization Net Intangible Assets December 31, 2022 Contract and customer-related $ 206,291 $ ( 116,881 ) $ 89,410 Trade names 8,670 ( 7,456 ) 1,214 Total $ 214,961 $ ( 124,337 ) $ 90,624 December 31, 2021 Contract and customer-related $ 221,796 $ ( 116,385 ) $ 105,411 Acquired technologies 12,400 ( 11,915 ) 485 Trade names 8,670 ( 6,303 ) 2,367 Total $ 242,866 $ ( 134,603 ) $ 108,263 Intangible assets with a gross carrying value of 27.9 million were fully amortized during the year and are no longer reflected in the intangible asset values as of December 31, 2022. There were no impairment losses during 2022 and 2021. We recognized an impairment expense, included in goodwill and intangible impairment, of $ 2.8 million within the Aviation segment during the second quarter of 2020 in connection with the sale of all of the inventory of our CT Aerospace subsidiary. Amortization expense for the years ended December 31, 2022, 2021 and 2020 was $ 17.6 million, $ 18.5 million and $ 17.5 million, respectively. The estimated future annual amortization expense related to intangible assets are as follows (in thousands): Year Ending December 31, 2023 $ 13,639 2024 10,059 2025 9,015 2026 8,190 2027 6,444 Thereafter 43,277 Total $ 90,624 -48- Table of Contents (7) Debt Long-term debt consisted of the following (in thousands): December 31, 2022 2021 Bank credit facility - term loan $ 100,000 $ 60,175 Bank credit facility - revolver loans 188,610 226,559 Principal amount of long-term debt 288,610 286,734 Less debt issuance costs ( 2,310 ) ( 2,165 ) Total long-term debt 286,300 284,569 Less current portion ( 10,000 ) ( 14,162 ) Long-term debt, net of current portion $ 276,300 $ 270,407 As of December 31, 2022, the interest rate on our outstanding term debt and weighted average interest rate on our aggregate outstanding revolver debt was 6.93 % and 7.01 %, respectively. Interest expense incurred on bank credit facilities was approximately $ 17.4 million, $ 11.2 million and $ 12.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. We have a loan agreement with a group of banks from which we borrow amounts under the loan agreement to provide working capital support, fund letters of credit, and finance acquisitions. The loan agreement includes term and revolving loan facilities. The revolving loan facility provides for revolving loans and letters of credit. The maximum amount of credit available under the loan agreement for revolving loans and letters of credit is $ 350 million. Under the loan agreement we may elect to increase the maximum availability of the term loan facility, the revolving loan facility, or both facilities up to an aggregate additional amount of $ 100 million subject to lender approvals. The loan agreement also provides for letters of credit aggregating up to $ 25 million. As of December 31, 2022 and 2021, we had approximately $ 1.0 million in letters of credit outstanding. On October 7, 2022, we entered into the Fourth Amendment to our loan agreement which, among other things, (i) extended the maturity date from July 23, 2024 to October 7, 2025; (ii) reset the aggregate principal amount of the term loan to $ 100 million, (iii) modified the quarterly amortization payments on the term loan from $ 3.75 million to $ 2.50 million, (iv) increased the maximum Total Funded Debt to EBITDA Ratio from 4.25 x to 4.50 x, with such ratios decreasing thereafter, (v) changed the benchmark rate from LIBOR to Secured Overnight Financing Rate (SOFR) with a SOFR floor of 0 %; and (vi) modified pricing to account for the change from LIBOR to SOFR. Borrowings under our loan agreement bear interest at a variable rate of interest based on Term SOFR or a base rate, plus in each case an applicable margin (based on our Total Funded Debt to EBITDA Ratio). The base rate for any day is a fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate plus .50 %; (ii) the Prime Rate and (iii) the sum of Term SOFR for a one month interest period, plus the difference between the additional Term SOFR interest margin for SOFR rate loans and the additional base rate interest margin for base rate loans. The applicable margins for SOFR loans ranges from 1.50 % to 3.75 % and .50 % to 2.75 % for base rate loans. We also pay a commitment fee with respect to undrawn amounts under the revolving loan facility ranging from .25 % to .50 % (based on our Total Funded Debt to EBITDA Ratio) and fees on letters of credit that are issued. We incurred and deferred $ 1.1 million of debt issuance costs in connection with the Fourth Amendment to our loan agreement, which are amortized to interest expense over the remaining term of the loan. Amortization of debt issuance costs was $ 1.0 million, $ 1.0 million, $ 1.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. Future required term and revolver loan payments as of December 31, 2022 are as follows (in thousands): Year Ending Term Revolver Total 2023 $ 10,000 $ — $ 10,000 2024 10,000 — 10,000 2025 80,000 188,610 268,610 Total $ 100,000 $ 188,610 $ 288,610 -49- Table of Contents The loan agreement contains collateral requirements to secure our loan agreement obligations, restrictive covenants, a limit on annual dividends, and other affirmative and negative covenants, conditions, and limitations. Restrictive covenants include a maximum Total Funded Debt to EBITDA Ratio and a minimum Fixed Charge Coverage Ratio. We were in compliance with required ratios and other terms and conditions as of December 31, 2022. (8) Derivative Instruments and Hedging Activities We are party to fixed interest rate swap instruments that are designated and accounted for as cash flow hedges to manage risks associated with interest rate fluctuations on a portion of our floating rate debt. Our derivative instruments designated as cash flow hedges as of December 31, 2022 were (in thousands): Notional Amount Paid Fixed Rate Receive Variable Rate Settlement and Termination Interest rate swap (1) $ 150,000 2.8 % 1-month term SOFR Monthly through October 31, 2027 (1) On July 22, 2022, we executed forward-starting fixed interest rate swap, the tenor of which began on October 31, 2022. These derivative instruments are recorded on the consolidated balance sheets at fair value. Unrealized changes in the fair value on cash flow hedges are recognized in other comprehensive income (loss) and the amounts are reclassified from accumulated other comprehensive income (loss) into earnings in a manner that matches the timing of the earnings impact of the hedged transactions. We estimate that we will reclassify $ 2.9 million of unrealized gains from accumulated other comprehensive income into earnings in the twelve months following December 31, 2022. (9) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Accrued compensation and benefits $ 23,298 $ 24,395 Contract liabilities 6,402 7,147 Accrued customer rebates and royalties 6,240 4,514 Current portion of lease liabilities 7,254 5,991 Other 10,528 7,418 Total $ 53,722 $ 49,465 (10) Stock-Based Compensation Plans The VSE Corporation 2006 Restricted Stock Plan, as amended (the "2006 Plan"), provides VSE's employees and directors the opportunity to receive various types of stock-based compensation and cash awards. In May 2020, the stockholders approved amendments to the 2006 Plan extending its term until May 6, 2027 and authorizing an additional 500,000 shares of our common stock for issuance under the 2006 Plan. As of December 31, 2022, we are authorized to issue up to 1,500,000 shares of our common stock and 598,637 shares remained available for issuance. As of December 31, 2022, we have outstanding stock-settled bonus awards, vesting stock awards, and performance share awards under this plan. Stock-settled bonus awards are a fixed dollar-denominated award that vests over a three-year service period in three equal tranches. As each tranche vests, the fixed dollar value of the vested portion of the award is converted into shares based on the closing market price of our stock at the date of conversion. On each vesting date, 100 % of the vested award is paid in stock that is subject to a two-year stock sales restriction. Expense is recognized on a straight-line basis over the requisite service period for each tranche, which results in an accelerated pattern for an award. Employee vesting stock awards generally vest over a three-year service period in equal installments on each anniversary of the grant date. Our directors receive a grant of vesting stock annually as part of their compensation and the stock vests immediately upon grant. -50- Table of Contents We grant performance share awards to certain employees under the 2006 Plan. Performance share awards are rights to receive shares of our stock on the satisfaction of service requirements and performance conditions. These awards vest ratably in equal installments over a three-year period on the anniversary of each grant date, subject to meeting the minimum service requirements and the achievement of certain annual or cumulative financial metrics of our performance, with the number of shares ultimately issued, if any, ranging up to 100 % of the specified target shares. If performance is below the minimum threshold level of performance, no shares will be issued. For all performance share awards granted, the annual and cumulative financial metrics are based on our achievement of a return on equity. During fiscal 2021, we established the Employee Stock Purchase Plan (ESPP) to allow eligible employees to purchase shares of our VSE common stock at a discount of up to 15 % of the fair market value on specified dates. For ESPP offerings in the year ended December 31, 2022, the purchase price was 12 % off the lesser of the fair market value on the date of the offering and the fair market value on the date of purchase, thereby resulting in stock compensation expense of $ 123 thousand. As of December 31, 2022, 500,000 shares of VSE common stock are authorized for issuance under the ESPP. Expense and Related Tax Benefits Recognized Stock-based compensation expense and related tax benefits recognized under the 2006 Plan for the years ended December 31, was as follows (in thousands): 2022 2021 2020 Stock-settled bonus awards $ 1,186 $ 820 $ 1,265 Vesting stock awards 2,089 2,273 1,593 Performance share awards 1,067 784 — Total $ 4,342 $ 3,877 $ 2,858 Tax benefit recognized from stock-based compensation $ 1,083 $ 967 $ 713 Stock-Settled Bonus Awards In March 2022, the employees eligible for the 2021 awards, 2020 awards and 2019 awards received a total of 21,871 shares of common stock. The grant-date fair value of these awards was $ 43.30 per share. The total compensation cost related to non-vested stock-settled bonus awards not yet recognized was approximately $ 0.9 million with a weighted average amortization period of 1.4 years as of December 31, 2022. The total fair value of stock-settled bonus awards that vested in the years ended December 31, 2022, 2021 and 2020 was $ 0.9 million, $ 0.9 million and $ 1.2 million, respectively. Vesting Stock Awards Vesting stock award activity for the year ended December 31, 2022 was: Number of Shares Weighted Average Grant Date Fair Value Unvested as of December 31, 2021 61,351 $ 38.80 Granted 46,463 $ 43.01 Vested ( 38,509 ) $ 36.37 Forfeited ( 5,380 ) $ 42.53 Unvested as of December 31, 2022 63,925 $ 43.01 The grant date fair value of vesting stock awards is based on the closing market price of our common stock on the grant date. The weighted average grant date fair value of the vesting stock awards granted for the years ended December 31, 2022, 2021 and 2020 was $ 43.01 , $ 41.90 and $ 33.68 , respectively. As of December 31, 2022 there was $ 2.0 million of unrecognized compensation cost related to vesting stock awards, which is expected to be recognized over a weighted-average period of 1.9 years. The total fair value of vesting stock awards that vested in the years ended December 31, 2022, 2021 and 2020 was $ 1.7 million, $ 1.7 million and $ 1.6 million, respectively. -51- Table of Contents Performance Share Awards Performance Share award activity for the year ended December 31, 2022 was: Number of Shares Weighted Average Grant Date Fair Value Unvested as of December 31, 2021 42,173 $ 42.01 Granted 51,441 $ 43.30 Vested ( 10,542 ) $ 42.01 Forfeited ( 10,911 ) $ 42.36 Unvested as of December 31, 2022 72,161 $ 42.88 The actual number of shares to be issued upon vesting range between 0 - 100 % of the target number of shares granted. The weighted average grant date fair value of the vesting stock awards granted for the year ended December 31, 2022 was $ 42.01 . As of December 31, 2022 there was $ 1.2 million of unrecognized compensation cost related to vesting stock awards, which is expected to be recognized over a weighted-average period of 1.5 years. The total fair value of vesting stock awards that vested in the year ended December 31, 2022 was $ 0.5 million . (11) Income Taxes We are subject to U.S. federal income tax as well as income tax in multiple state and local jurisdictions. We have concluded all U.S. federal income tax matters as well as material state and local tax matters for years through 2017. We file consolidated federal income tax returns that include all of our U.S. subsidiaries. The components of the provision for income taxes from continuing operations for the years ended December 31, 2022, 2021 and 2020 were as follows (in thousands): 2022 2021 2020 Current: Federal $ 8,880 $ 3,919 $ 4,086 State 1,411 856 1,262 Foreign 35 1,066 144 10,326 5,841 5,492 Deferred: Federal ( 1,050 ) ( 3,318 ) ( 78 ) State ( 89 ) ( 1,038 ) 163 Foreign — — 21 ( 1,139 ) ( 4,356 ) 106 Provision for income taxes $ 9,187 $ 1,485 $ 5,598 -52- Table of Contents The differences between the amount of tax computed at the federal statutory rate of 21% in 2022, 2021 and 2020, and the provision for income taxes from continuing operations for the years ended December 31, 2022, 2021 and 2020 were as follows (in thousands): 2022 2021 2020 Tax at statutory federal income tax rate $ 7,822 $ 1,985 $ 89 Increases (decreases) in tax resulting from: State taxes, net of federal tax benefit 1,523 383 ( 52 ) Permanent differences, net ( 52 ) ( 839 ) ( 1,406 ) Tax credits ( 579 ) ( 434 ) ( 195 ) Prior year true-up adjustment 189 83 397 Valuation allowance 338 331 6,716 Other provision adjustments ( 54 ) ( 24 ) 49 Provision for income taxes $ 9,187 $ 1,485 $ 5,598 The tax effect of temporary differences representing deferred tax assets and liabilities as of December 31, 2022 and 2021 was as follows (in thousands): 2022 2021 Deferred compensation and accrued paid leave $ 4,552 $ 5,422 Accrued Expense 1,158 — Inventory reserve 12,984 12,465 Operating Lease Liabilities 9,840 7,805 Stock-based compensation 942 775 Interest rate swaps — 58 Capitalized inventory 1,128 900 US operating and capital loss carryforward 6,040 6,045 Tax credit carryforward 1,537 1,411 Foreign country operating loss carryforward 749 892 Other 278 — 39,208 35,773 Valuation allowance (1) ( 8,337 ) ( 8,257 ) Total gross deferred tax assets 30,871 27,516 Interest rate swaps ( 1,652 ) — Depreciation ( 3,017 ) ( 3,895 ) Deferred revenues ( 1,087 ) ( 1,358 ) Goodwill and intangible assets ( 26,226 ) ( 24,836 ) Operating Lease Right-of-Use Assets ( 8,510 ) ( 6,375 ) Other — ( 160 ) Total gross deferred tax liabilities ( 40,492 ) ( 36,624 ) Net deferred tax liabilities $ ( 9,621 ) $ ( 9,108 ) (1) A valuation allowance was provided against US capital loss in connection with the stock sale of Prime Turbines, certain state net operating loss, tax credit, and foreign tax loss deferred tax assets arising from carryforwards of unused tax benefits. (2) Certain amounts from prior year have been reclassified to conform with current year presentation. We file income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. With few exceptions, the statute of limitations for these jurisdictions is no longer open for audit or examinations for the years before 2018. As of December 31, 2022, we have various tax losses and tax credits that may be applied against future taxable income. The majority of such tax attributes will expire in 2026 through 2034; however, some may be carried forward indefinitely. -53- Table of Contents (12) Leases Our operating lease cost included the following components for the year ended December 31, (in thousands): 2022 2021 2020 Operating lease cost $ 6,804 $ 5,868 $ 5,032 Short-term lease cost 204 202 622 Less: sublease income ( 294 ) ( 152 ) ( 666 ) Total lease cost, net $ 6,714 $ 5,918 $ 4,988 Our lease arrangements do not contain any material residual guarantees, variable payment provisions, or restrictive covenants. In 2020, we closed on a sale-leaseback agreement involving land and an office building utilized by our Aviation segment to conduct operations in Miami, Florida. Under the agreement, the land and building, with a net book value of $ 1.3 million was sold for a sale price of $ 2.6 million and leased back under a 6 -year term operating lease commencing upon the closing of the transaction. The lease provides us with an option to extend the lease upon the expiration of its term in April 2026 for two additional five-year periods. In connection with the sale and leaseback transaction, we recognized a gain of $ 1.1 million, net of selling expenses. The table below summarizes future minimum lease payments under operating leases, recorded on the balance sheet, as of December 31, 2022 (in thousands): Year ending December 31, 2023 $ 9,217 2024 9,424 2025 9,192 2026 7,785 2027 3,666 Thereafter 6,843 Minimum lease payments 46,127 Less: imputed interest ( 6,533 ) Present value of minimum lease payments 39,594 Less: current portion of lease liabilities (1) ( 7,254 ) Long-term lease liabilities $ 32,340 (1) Current portion of lease liabilities are presented within Accrued expenses and other current liabilities on our consolidated balance sheets. Refer to Note (9) "Accrued Expenses and Other Current Liabilities." Other supplemental operating lease information for the year ended December 31, was as follows (in thousands): 2022 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 7,372 $ 6,309 $ 3,681 Right-of-use assets obtained in exchange for new operating lease liabilities $ 12,295 $ 11,175 $ 4,728 The weighted-average remaining lease term and the weighted-average discount rate was 5.1 years and 5.5 % as of December 31, 2022, respectively, and 5.1 years and 4.8 % as of December 31, 2021, respectively. (13) Commitments and Contingencies We may have certain claims in the normal course of business, including legal proceedings, against us and against other parties. In our opinion, the resolution of these claims will not have a material adverse effect on our results of operations, financial position or cash flows. However, because the results of any legal proceedings cannot be predicted with certainty, the amount of loss, if any, cannot be reasonably estimated. -54- Table of Contents Further, from time-to-time, government agencies audit or investigate whether our operations are being conducted in accordance with applicable contractual and regulatory requirements. Government audits or investigations of us, whether relating to government contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed upon us, or could lead to suspension or debarment from future government contracting. Government investigations often take years to complete and many result in no adverse action against us. We believe, based upon current information, that the outcome of any such government disputes, audits and investigations will not have a material adverse effect on our results of operations, financial condition or cash flows. (14) Business Segments and Customer Information Segment Information Management of our business operations is conducted under three reportable operating segments: Aviation Our Aviation segment provides aftermarket repair and distribution services to commercial, business and general aviation, cargo, military and defense, and rotorcraft customers globally. Core services include parts distribution, engine accessory maintenance, MRO services, rotable exchange and supply chain services. Fleet Our Fleet segment provides parts, inventory management, e-commerce fulfillment, logistics, supply chain support and other services to support the commercial aftermarket medium- and heavy-duty truck market, the United States Postal Service ("USPS"), and the DoD. Core services include vehicle parts distribution, sourcing, IT solutions, customized fleet logistics, warehousing, kitting, just-in-time supply chain management, alternative product sourcing, and engineering and technical support. Federal and Defense Our Federal and Defense segment provides aftermarket MRO and logistics and sustainment services to improve operational readiness and extend the life cycle of military vehicles, ships and aircraft for the DoD, federal agencies and international defense customers. Core services include base operations support; procurement; supply chain management; vehicle, maritime and aircraft sustainment services; IT services and energy consulting. The operating segments reported below are our segments for which separate financial information is available and for which segment results are evaluated regularly by our Chief Executive Officer in deciding how to allocate resources and in assessing performance. We evaluate segment performance based on consolidated revenues and operating income. Net sales of our business segments exclude inter-segment sales as these activities are eliminated in consolidation. Corporate expenses are primarily selling, general and administrative expenses not allocated to segments. Corporate assets are primarily cash, property and equipment and investments held in separate trust. -55- Table of Contents Our segment information is as follows (in thousands): For the years ended December 31, 2022 2021 2020 Revenues Aviation $ 408,112 $ 247,852 $ 165,070 Fleet 261,336 233,532 242,170 Federal and Defense 280,314 269,469 254,419 Total revenues $ 949,762 $ 750,853 $ 661,659 Operating income (loss): Aviation $ 36,416 $ ( 14,373 ) $ ( 35,513 ) Fleet 23,911 20,426 26,659 Federal and Defense ( 805 ) 19,897 26,309 Corporate expenses ( 4,391 ) ( 4,430 ) ( 3,532 ) Operating income $ 55,131 $ 21,520 $ 13,923 Depreciation and amortization expense: Aviation $ 13,174 $ 11,374 $ 10,874 Fleet 8,783 9,679 10,260 Federal and Defense 3,613 4,547 3,001 Total depreciation and amortization $ 25,570 $ 25,600 $ 24,135 Capital expenditures: Aviation $ 5,961 $ 7,468 $ 3,445 Fleet 5,502 1,669 675 Federal and Defense 26 124 148 Corporate 1,162 1,259 159 Total capital expenditures $ 12,651 $ 10,520 $ 4,427 December 31, 2022 2021 Total assets: Aviation $ 637,615 $ 580,156 Fleet 218,138 182,089 Federal and Defense 93,728 92,571 Corporate 50,308 63,742 Total assets $ 999,789 $ 918,558 Customer Information Our revenues are derived from the delivery of products and services performed for commercial customers and the U.S. government, including the DoD and various other government agencies. The USPS revenues, reported within our Fleet segment, comprised approximately 16 %, 20 %, and 27 % of our consolidated revenues in 2022, 2021 and 2020, respectively. U.S. Navy revenues, reported within our Federal and Defense segment, comprised approximately 15 %, 13 %, and 16 % of our consolidated revenues in 2022, 2021 and 2020, respectively. Our customers also include various other commercial entities and government agencies. See Note (3) "Revenue Recognition" for revenue by customer. We do not measure revenue or profit by product or service lines, either for internal management or external financial reporting purposes, because it would be impractical to do so. Products offered and services performed are determined by contract requirements and the types of products and services provided for one contract bear no relation to similar products and services provided on another contract. Products and services provided vary when new contracts begin or current contracts expire. In many cases, more than one product or service is provided under a contract or contract task order. Accordingly, cost and revenue tracking are designed to best serve contract requirements and segregating costs and revenues by product or service lines in situations for which it is not required would be difficult and costly to both us and our customers. -56- Table of Contents Geographical Information Revenue by geography is based on the billing address of the customer. Our revenue by geographic area is as follows (in thousands): Years ended December 31, 2022 2021 2020 United States $ 837,929 $ 668,892 $ 598,142 Other Countries (1) 111,833 81,961 63,517 Total revenue $ 949,762 $ 750,853 $ 661,659 (1) No individual country, other than disclosed above, exceeded 10% of our total revenue for any period presented . (15) Capital Stock Common Stock Our common stock has a par value of $ 0.05 per share. Proceeds from common stock issuances that are greater than $ 0.05 per share are credited to additional paid in capital. Holders of common stock are entitled to one vote per common share held on all matters voted on by our stockholders. Stockholders of record are entitled to the amount of dividends declared per common share held. In 2021, we completed the issuance and sale of 1,428,600 shares of the Company's common stock, in a public offering at a price of $ 35.00 per share. The underwriters exercised their option to purchase an additional 170,497 shares. The transaction closed on February 2, 2021. We received net proceeds of approximately $ 52 million after deducting underwriting discounts, commissions and offering related expenses. (16) 401(k) Plan We maintain a defined contribution plan under Section 401(k) of the Internal Revenue Code of 1986, as amended, that covers substantially all of our employees. Under the provisions of our 401(k) plan, employees' eligible contributions are matched at rates specified in the plan documents. Our expense associated with this plan was approximately $ 7.1 million, $ 6.6 million and $ 5.9 million for the years ended December 31, 2022, 2021, and 2020, respectively. (17) Fair Value Measurements We utilize fair value measurement guidance prescribed by GAAP to value our financial instruments. The accounting standard for fair value measurements establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: observable inputs such as quoted prices in active markets (Level 1); inputs other than the quoted prices in active markets that are observable either directly or indirectly (Level 2); and unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions (Level 3). The carrying amounts of cash and cash equivalents, receivables, accounts payable and amounts included in other current assets and accrued expenses and other current liabilities that meet the definition of a financial instrument approximate fair value due to their relatively short maturity. The carrying value of our outstanding debt obligations approximates its fair value. The fair value of long-term debt is calculated using Level 2 inputs based on interest rates available for debt with terms and maturities similar to our existing debt arrangements. Non-financial assets acquired and liabilities assumed in business combinations were measured at fair value using income, market and cost valuation methodologies. See Note (2), "Acquisitions and Divestitures." The fair value measurements were estimated using significant inputs that are not observable in the market and thus represent a Level 3 measurement. -57- Table of Contents The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021 and the level they fall within the fair value hierarchy (in thousands): Amounts Recorded at Fair Value Financial Statement Classification Fair Value Hierarchy Fair Value December 31, 2022 Fair Value December 31, 2021 Non-COLI assets held in Deferred Supplemental Compensation Plan (1) Other assets Level 1 $ 539 $ 598 Interest rate swaps Other assets Level 2 $ 6,620 $ — Interest rate swaps Accrued expenses and other current liabilities Level 2 $ — $ 234 Earn-out obligation - short-term Accrued expenses and other current liabilities Level 3 $ — $ 1,000 Earn-out obligation - long-term Other long-term liabilities Level 3 $ — $ 250 (1) Non-COLI assets held in our deferred supplemental compensation plan consist of equity funds with fair value based on observable inputs such as quoted prices for identical assets in active markets and changes in fair value are recorded as selling, general and administrative expenses. Contingent Consideration In connection with the acquisition of Global Parts in July 2021, we were required to make earn-out obligation payments of up to $ 2.0 million should Global Parts meet certain financial targets during the twelve months following the acquisition and meet a certain milestone event on or before March 2023. Final settlement of the obligation was made during the third quarter of fiscal 2022. Changes in earn-out obligation measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2022 and 2021 are as follows (in thousands): Current portion Long-term portion Total Balance as of December 31, 2020 $ — $ — $ — Acquisition date fair value of contingent consideration 1,750 250 2,000 Earn-out payments ( 750 ) — ( 750 ) Balance as of December 31, 2021 1,000 250 1,250 Reclassifications from long-term to current 250 ( 250 ) — Earn-out payments ( 1,250 ) — ( 1,250 ) Balance as of December 31, 2022 $ — $ — $ — (18) Subsequent Events Acquisition of Precision Fuel Components, LLC On February 1, 2023, our Aviation segment acquired Precision Fuel Components, LLC ("Precision Fuel"), a privately owned company with operations out of Everett, Washington. Precision Fuel is a market-leading provider of MRO services for engine accessory and fuel systems supporting the B&GA market. The acquisition will expand the Aviation segment's repair capabilities across a diverse base of global rotorcraft, fixed wing, and B&GA customers and complement our existing service capabilities. The aggregate initial cash purchase price for Precision Fuel was approximately $ 11.8 million, subject to certain post-closing and working capital adjustments. ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. -58- Table of Contents