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 ) 28 Consolidated Balance Sheets as of December 31, 202 3 and 2 0 2 2 30 Consolidated Statements of Income for the years ended December 31, 202 3 , 202 2 and 20 21 31 Consolidated Statements of Comprehensive Income for the years ended December 31, 202 3 , 202 2 and 20 21 32 Consolidated Statements of Stockholders' Equity for the years ended December 31, 202 3 , 202 2 and 20 21 33 Consolidated Statements of Cash Flows for the years ended December 31, 202 3 , 202 2 and 20 21 34 Notes to Consolidated Financial Statements 36 -27- 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, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, 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 7, 2024 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 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. Our audit procedures related to the write-down of inventories, within the Aviation Segment, 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. -28- Table of Contents • 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 7, 2024 -29- Table of Contents VSE Corporation and Subsidiaries Consolidated Balance Sheets As of December 31, (in thousands, except share and per share amounts) 2023 2022 Assets Current assets: Cash and cash equivalents $ 7,768 $ 305 Receivables, net 127,958 90,599 Contract assets 8,049 7,409 Inventories 500,864 380,438 Other current assets 36,389 15,202 Current assets held-for-sale 93,002 54,925 Total current assets 774,030 548,878 Property and equipment, net 58,076 40,501 Intangible assets, net 114,130 86,558 Goodwill 351,781 217,262 Operating lease right-of-use assets 28,684 21,558 Other assets 23,637 29,019 Non-current assets held-for-sale — 56,013 Total assets $ 1,350,338 $ 999,789 Liabilities and Stockholders' equity Current liabilities: Current portion of long-term debt $ 22,500 $ 10,000 Accounts payable 173,036 128,504 Accrued expenses and other current liabilities 36,383 31,889 Dividends payable 1,576 1,282 Current liabilities held-for-sale 53,391 52,929 Total current liabilities 286,886 224,604 Long-term debt, less current portion 406,844 276,300 Deferred compensation 7,939 7,398 Long-term operating lease obligations 24,959 19,154 Deferred tax liabilities 6,985 4,759 Non-current liabilities held-for-sale — 18,048 Total liabilities 733,613 550,263 Commitments and contingencies (Note 13) Stockholders' equity: Common stock, par value $ 0.05 per share, authorized 23,000,000 shares; issued and outstanding 15,756,918 and 12,816,613 respectively 788 641 Additional paid-in capital 229,103 92,620 Retained earnings 384,702 351,297 Accumulated other comprehensive income 2,132 4,968 Total stockholders' equity 616,725 449,526 Total liabilities and stockholders' equity $ 1,350,338 $ 999,789 The accompanying notes are an integral part of these financial statements. -30- Table of Contents VSE Corporation and Subsidiaries Consolidated Statements of Income For the years ended December 31, (in thousands, except share and per share amounts) 2023 2022 2021 Revenues: Products $ 693,035 $ 554,010 $ 397,343 Services 167,453 115,438 84,041 Total revenues 860,488 669,448 481,384 Costs and operating expenses: Products 605,682 495,965 382,056 Services 144,813 100,509 82,824 Selling, general and administrative expenses 7,619 3,635 3,454 Amortization of intangible assets 14,378 15,735 15,755 Total costs and operating expenses 772,492 615,844 484,089 Operating income (loss) 87,996 53,604 ( 2,705 ) Interest expense, net 31,083 17,893 12,063 Income (loss) from continuing operations before income taxes 56,913 35,711 ( 14,768 ) Provision (benefit) for income taxes 13,761 9,052 ( 3,768 ) Net income (loss) from continuing operations 43,152 26,659 ( 11,000 ) (Loss) income from discontinued operations, net of tax ( 4,018 ) 1,400 18,966 Net income $ 39,134 $ 28,059 $ 7,966 Earnings (loss) per share: Basic Continuing operations $ 3.05 $ 2.09 $ ( 0.88 ) Discontinued operations ( 0.28 ) 0.11 1.51 $ 2.77 $ 2.20 $ 0.63 Diluted Continuing operations $ 3.04 $ 2.08 $ ( 0.87 ) Discontinued operations ( 0.28 ) 0.11 1.50 $ 2.76 $ 2.19 $ 0.63 Weighted average shares outstanding: Basic 14,130,334 12,780,117 12,551,459 Diluted 14,184,729 12,827,894 12,632,874 The accompanying notes are an integral part of these financial statements. -31- Table of Contents VSE Corporation and Subsidiaries Consolidated Statements of Comprehensive Income For the years ended December 31, 2023 2022 2021 (in thousands) Net income $ 39,134 $ 28,059 $ 7,966 Other comprehensive income, net of tax: Change in fair value of interest rate swap agreements, net of tax ( 2,836 ) 5,144 1,027 Total other comprehensive (loss) income, net of tax ( 2,836 ) 5,144 1,027 Comprehensive income $ 36,298 $ 33,203 $ 8,993 The accompanying notes are an integral part of these financial statements. -32- Table of Contents VSE Corporation and Subsidiaries Consolidated Statements of Stockholders' Equity Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Common Stock (in thousands) Shares Amount Balance at December 31, 2020 11,055 $ 553 $ 31,870 $ 325,097 $ ( 1,203 ) $ 356,317 Net income — — — 7,966 — 7,966 Issuance of common stock 1,599 80 51,937 — 52,017 Stock-based compensation 73 3 4,708 — — 4,711 Other comprehensive income, 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 Other comprehensive income, 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 Net income — — — 39,134 — 39,134 Issuance of common stock 2,846 142 128,968 — — 129,110 Stock-based compensation 94 5 7,515 — — 7,520 Other comprehensive loss, net of tax — — — — ( 2,836 ) ( 2,836 ) Dividends declared ($ 0.40 per share) — — — ( 5,729 ) — ( 5,729 ) Balance at December 31, 2023 15,757 $ 788 $ 229,103 $ 384,702 $ 2,132 $ 616,725 The accompanying notes are an integral part of these financial statements. -33- Table of Contents VSE Corporation and Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, (in thousands) 2023 2022 2021 (a) (a) (a) Cash flows from operating activities: Net income $ 39,134 $ 28,059 $ 7,966 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization 23,416 24,602 24,589 Amortization of debt issuance costs 1,544 968 1,011 Deferred taxes ( 1,979 ) ( 1,139 ) ( 4,356 ) Stock-based compensation 7,738 4,465 3,932 Provision for inventory 742 1,094 24,420 Gain (loss) on sale of property and equipment — 122 ( 64 ) Changes in operating assets and liabilities, net of impact of acquisitions: Receivables ( 25,923 ) ( 26,606 ) ( 9,413 ) Contract assets 5,148 ( 6,425 ) ( 5,542 ) Inventories ( 87,529 ) ( 59,099 ) ( 80,021 ) Other current assets and other assets ( 3,191 ) 2,563 ( 7,435 ) Operating lease assets and liabilities, net ( 390 ) ( 486 ) ( 651 ) Accounts payable and deferred compensation 23,913 36,193 33,210 Accrued expenses and other current and noncurrent liabilities ( 4,452 ) 3,740 ( 5,248 ) Net cash (used in) provided by operating activities ( 21,829 ) 8,051 ( 17,602 ) Cash flows from investing activities: Purchases of property and equipment ( 18,666 ) ( 11,212 ) ( 10,520 ) Proceeds from the sale of property and equipment — — 68 Proceeds from payments on notes receivable 1,557 8,835 2,906 Earn-out obligation payments — — ( 750 ) Cash paid for acquisitions, net of cash acquired ( 218,581 ) — ( 53,336 ) Net cash used in investing activities ( 235,690 ) ( 2,377 ) ( 61,632 ) Cash flows from financing activities: Borrowings on bank credit facilities 844,262 520,223 491,567 Repayments on bank credit facilities ( 699,872 ) ( 518,347 ) ( 458,294 ) Proceeds from issuance of common stock 130,020 899 52,017 Earn-out obligation payments — ( 1,250 ) — Payment of debt financing costs ( 2,890 ) ( 1,113 ) ( 808 ) Payment of taxes for equity transactions ( 1,113 ) ( 1,015 ) ( 681 ) Dividends paid ( 5,436 ) ( 5,111 ) ( 4,427 ) Net cash provided by (used in) financing activities 264,971 ( 5,714 ) 79,374 Net increase (decrease) in cash and cash equivalents 7,452 ( 40 ) 140 Cash and cash equivalents, beginning of period 478 518 378 Cash and cash equivalents, end of period $ 7,930 $ 478 $ 518 (a) The cash flows related to discontinued operations and held-for-sale assets and liabilities have not been segregated and remain included in the major classes of assets and liabilities. Accordingly, the Consolidated Statements of Cash Flows include the results of continuing and discontinued operations. The accompanying notes are an integral part of these financial statements. -34- Table of Contents VSE Corporation and Subsidiaries Consolidated Statements of Cash Flows (continued) For the years ended December 31, (in thousands) 2023 2022 2021 Supplemental disclosures of cash flow information: Cash paid for: Interest $ 35,039 $ 16,423 $ 12,146 Income taxes $ 13,944 $ 10,332 $ 7,536 Non-cash investing and financing activities: Earn-out obligation in connection with acquisitions $ — $ — $ 1,250 The accompanying notes are an integral part of these financial statements. -35- Table of Contents VSE Corporation and Subsidiaries Notes to Consolidated Financial Statements (1) Nature of Business and Summary of Significant Accounting Policies Nature of Business VSE Corporation (collectively, with its consolidated subsidiaries), "VSE," the "Company," "us," "we," or "our" is a diversified aftermarket products and services company. Our operations include aircraft and airframe parts supply and distribution, supply chain and inventory management services; MRO of aircraft components and engine accessories; vehicle fleet sustainment programs; vehicle fleet parts supply and distribution. We serve commercial and government markets. We operate in two reportable segments aligned with our operating segments: Aviation and Fleet. Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and include the assets, liabilities, results of operations and cash flows our parent company and our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In May 2023, we entered into a definitive agreement to sell our Federal and Defense segment which we mutually agreed to terminate in September 2023, with neither party paying any termination fees. In February 2024, we entered into two separate agreements to sell substantially all of the Federal and Defense segment assets. See Note (3) "Discontinued Operations" and Note (18) "Subsequent Events" for further information. The consolidated financial statements reflect the Federal and Defense segment's results of operations as discontinued operations, and the related assets and liabilities as held-for-sale for all periods presented. Certain reclassifications have been made to the prior period financial information to reflect discontinued operations presentation. Unless otherwise noted, amounts and disclosures throughout these Notes to Consolidated Financial Statements relate solely to continuing operations and exclude all discontinued operations. Summary of Significant Accounting Policies 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, time-vested 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. There were no antidilutive common stock equivalents excluded from the diluted per share calculation. -36- Table of Contents The weighted-average number of shares outstanding used to compute basic and diluted EPS were as follows: Years Ended December 31, 2023 2022 2021 Basic weighted average common shares outstanding 14,130,334 12,780,117 12,551,459 Effect of dilutive shares 54,395 47,777 81,415 Diluted weighted average common shares outstanding 14,184,729 12,827,894 12,632,874 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. As of December 31, 2023, we held approximately $ 6.0 million of cash in foreign bank accounts, primarily in connection with our acquisition of Desser Holding Company LLC ("Desser Aerospace"). Refer to Note (2) "Acquisitions," for details regarding our acquisitions. 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. Concentrations 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. 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 -37- Table of Contents 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. 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 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. Receivables and Contract Assets Receivables are recorded at amounts earned less an allowance. We review our receivables regularly to determine if there are any potentially uncollectible accounts. Contract assets include unbilled 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. Contract assets 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 contract assets. 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 adjustments to historical loss data. In addition, we also record allowances 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, considering 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 $ 0.4 million, $ 0.3 million, and $ 0.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. -38- Table of Contents 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 net gains of $ 0.6 million and $ 22 thousand for the years ended December 31, 2023 and 2022, respectively, and a net loss of $ 0.6 million for the year ended December 31, 2021. 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 reported in other comprehensive income 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 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, operating lease right-of-use 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 and the carrying amount of the asset exceeds its estimated future undiscounted cash flows. When the carrying -39- Table of Contents amount of the asset exceeds its estimated future undiscounted cash flows, an impairment loss is recognized to reduce the asset’s carrying amount to its estimated fair value based on the present value of its estimated future cash flows. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This guidance is required to be adopted by us beginning with the annual period of 2024. We are currently evaluating the impact that adoption of ASU 2023-07 may have on our consolidated financial statements and disclosure. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. This guidance is required to be adopted by us in the first quarter of 2025. We are currently evaluating the impact that adoption of ASU 2023-09 may have on our consolidated financial statements and disclosure. (2) Acquisitions Fiscal 2023 Precision Fuel Components, LLC On February 1, 2023, our Aviation segment acquired Precision Fuel Components, LLC ("Precision Fuel") for a purchase price of $ 11.7 million. Precision Fuel provides MRO services for engine accessory and fuel systems supporting the business and general aviation ("B&GA") market. Our acquisition of Precision Fuel expanded our MRO capabilities and client base. Precision Fuel operating results are included in the accompanying consolidated financial statements beginning on the acquisition date. The acquisition was not material to our consolidated financial statements. The final allocation of the purchase price resulted in net tangible assets of $ 3.2 million, goodwill of $ 4.8 million, and contract and customer-related intangible asset of $ 3.8 million, which is being amortized over a period of five years . During the year ended December 31, 2023, we incurred $ 0.2 million of acquisition-related expenses related to the acquisition of Precision Fuel, which are included in selling, general and administrative expenses. Desser Aerospace On July 3, 2023, we completed the acquisition of Desser Holding Company LLC ("Desser Aerospace"), a global aftermarket solutions provider of specialty distribution and MRO services. We purchased Desser Aerospace for a preliminary cash consideration of $ 133.7 million, which included $ 9.5 million as an estimated net working capital adjustment (subject to post-closing adjustments). Concurrent with the closing of the transaction, we immediately sold, in a separate transaction, Desser Aerospace’s propriety solutions businesses to Loar Group Inc. (“Loar”) for a cash consideration of $ 31.8 million, which included $ 1.8 million as an estimated net working capital adjustment (the “Loar Sale”). The purchase price for Desser Aerospace was allocated on a preliminary basis, among assets acquired, and liabilities assumed, at fair value based on the best available information on the acquisition date, with the excess purchase price recorded as goodwill. The fair values of the non-financial assets acquired, and liabilities assumed, were determined based on preliminary estimates, assumptions, and other information compiled by management, including independent valuations utilizing established industry valuation techniques. We have not yet finalized the determination of the fair values allocated to various assets and liabilities, including, but not limited to, working capital and income taxes. Therefore, the allocation of the total consideration for the acquisition to the tangible and identifiable intangible assets acquired, and liabilities assumed, is preliminary until we obtain final information regarding their fair values, which could potentially result in changes to the Desser Aerospace opening balance sheet. Adjustments or changes to goodwill, assets or liabilities remain possible. -40- Table of Contents During the fourth quarter of 2023, we adjusted the purchase price allocation as a result of certain measurement period adjustments to acquired assets and liabilities assumed due to updated valuation reports received from our external valuation specialist, revisions to internal estimates, and new information obtained about facts and circumstances that existed as of the acquisition date. The measurement period adjustments included: an increase in the purchase price of $ 0.6 million, a decrease in inventories of $ 8.0 million, a decrease in accounts payable of $ 4.6 million, and a decrease in net other tangible assets of $ 1.0 million. These adjustments resulted in an increase to goodwill of $ 5.0 million. The adjusted preliminary purchase price is as follows (in thousands): Receivables $ 7,383 Inventories 31,112 Other current assets 515 Property and equipment 2,527 Intangible assets 21,950 Goodwill 55,681 Operating lease right-of-use-assets 6,680 Total assets acquired 125,848 Accounts payable ( 10,128 ) Accrued expenses and other current liabilities ( 5,793 ) Long-term operating lease obligations ( 5,937 ) Deferred tax liabilities ( 4,307 ) Other long-term liabilities — Total liabilities assumed ( 26,165 ) Net assets acquired, excluding cash $ 99,683 Cash consideration, net of cash acquired $ 101,870 Estimated post-close adjustment ( 2,187 ) Total $ 99,683 Goodwill resulting from the acquisition of Desser Aerospace reflects the strategic advantage of expanding our specialty distribution and MRO services to new customers. The value attributed to goodwill and customer relationships is not fully deductible for income tax purposes. The estimated value attributed to the customer relationship intangible assets is being amortized on a straight-line basis using a weighted average useful life of 8.5 years. The operating results of Desser Aerospace were included in our consolidated results of operations from the date of acquisition. From the date of acquisition, our consolidated revenues and operating income include $ 48.5 million and $ 4.8 million, respectively, for Desser Aerospace. Desser Aerospace's operating income does not include the impact of acquisition-related expenses incurred by VSE Corporation. We incurred $ 3.2 million of acquisition-related expenses related to the Desser Aerospace acquisition during the year ended December 31, 2023, which are included in selling, general and administrative expenses. The following unaudited pro forma financial information presents the combined results of operations for Desser Aerospace and VSE Corporation for the years ended December 31, 2023, and 2022, respectively. The unaudited consolidated pro forma results of operations are as follows (in thousands): For the years ended December 31, 2023 2022 Revenue $ 908,243 $ 749,489 Income from continuing operations $ 46,265 $ 25,541 The unaudited pro forma combined financial information presented above has been prepared from historical financial statements that have been adjusted to give effect to the acquisition of Desser Aerospace as though it had occurred on January 1, -41- Table of Contents 2022 and includes adjustments for intangible asset amortization; interest expense and debt issuance costs on long-term debt; acquisition and other transaction costs; and certain costs allocated from the former parent. The unaudited pro forma financial information is not intended to reflect the actual results of operations that would have occurred if the acquisition had occurred on January 1, 2022, nor is it indicative of future operating results. Honeywell Fuel Control Systems On September 27, 2023, our Aviation segment entered into an Asset Purchase and License Agreement with Honeywell International Inc. ("Honeywell"), for a purchase price of $ 105.0 million, to exclusively manufacture, sell, market, distribute, and repair certain Honeywell fuel control systems (the "Honeywell FCS Acquisition"). The purchase price of this acquisition was funded by borrowings under our revolving credit facility. This agreement expands existing distribution and MRO capabilities supporting certain Honeywell fuel control systems and associated subcomponents. The acquisition was accounted for as a business combination under ASC 805, Business Combinations . The purchase price for the acquisition was allocated on a preliminary basis, among assets acquired, at fair value based on the best available information on the acquisition date, with the excess purchase price recorded as goodwill. The fair values of the non-financial assets acquired were determined based on preliminary estimates, assumptions, and other information compiled by management, including independent valuations utilizing established industry valuation techniques. We have not yet finalized the purchase price allocation related to this acquisition due to the fact that while legal control has occurred, we have not received physical possession of the prepaid inventory and property and equipment, and thus these assets will be subject to settlement adjustments upon transfer as outlined in the Asset Purchase and License Agreement with Honeywell. Therefore, the allocation of the total consideration for the acquisition is preliminary until we obtain final information regarding their fair values, which could potentially result in changes in the fair values and an adjustment to goodwill. During the fourth quarter of 2023, we adjusted the purchase price allocation as a result of certain measurement period adjustments to acquired assets due to updated valuation report received from our external valuation specialist. The measurement period adjustments included: a decrease in intangible assets of $ 1.1 million and a corresponding increase to goodwill. The adjusted preliminary purchase price allocation is as follows (in thousands): Other current assets (a) $ 12,000 Property and equipment 2,714 Intangible assets 16,200 Goodwill 74,086 Total assets acquired $ 105,000 Cash consideration $ 105,000 Total consideration $ 105,000 (a) Represents prepaid inventory consisting of finished goods acquired but not in our physical possession as of the acquisition date. Goodwill resulting from the acquisition reflects the expected synergies from the acquisition. The value attributed to goodwill and customer relationship is deductible for income tax purposes. The estimated value attributed to the customer relationship intangible asset is being amortized on a straight-line basis using a useful life of 10 years. We incurred $ 0.3 million of acquisition-related expenses related to the Honeywell FCS Acquisition during the year ended December 31, 2023, which are included in selling, general and administrative expenses. The pro-forma impact of the acquisition is not material to the Company’s results of operations. Fiscal 2021 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 B&GA aircraft families. The acquisition expands our existing B&GA focus and further diversifies our existing product and platform offerings to include additional airframe components, while expanding our customer base of regional and global B&GA customers. The cash -42- Table of Contents purchase price for Global Parts was approximately $ 40.0 million, net of cash acquired, which was funded using our existing bank revolving loan. The purchase price included $ 2.0 million of contingent consideration. We completed the purchase accounting valuation for this transaction in 2021 and the final purchase price allocation was as follows (in thousands): Receivables $ 6,410 Inventories 13,240 Other current assets 620 Property and equipment 368 Intangibles assets 16,000 Goodwill 10,019 Operating lease right-of-use-assets 3,043 Deferred tax assets 1,775 Accounts payable ( 6,112 ) Accrued expenses and other current liabilities ( 1,936 ) Long-term operating lease obligations ( 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. (3) Discontinued Operations In May 2023, we entered into a definitive agreement to sell our Federal and Defense segment which we mutually agreed to terminate in September 2023, with neither party paying any termination fees. As discussed in Note (18) "Subsequent Events," in February 2024, we entered into two separate agreements to sell substantially all of the Federal and Defense segment assets. The results of operations for the Federal and Defense segment are reported in income from discontinued operations within the consolidated statements of operations for the years ended December 31, 2023, 2022, and 2021, and the related assets and liabilities are presented within assets and liabilities held-for-sale on the consolidated balance sheets as of December 31, 2023, and 2022. -43- Table of Contents The results of operations from discontinued operations for the years ended December 31, 2023, 2022 and 2021, consist of the following (in thousands): For the years ended December 31, 2023 2022 2021 Revenues $ 252,466 $ 280,314 $ 269,469 Costs and operating expenses 258,125 278,779 245,250 (Loss) income from discontinued operations before income taxes ( 5,659 ) 1,535 24,219 (Benefit) provision for income taxes ( 1,641 ) 135 5,253 Net (loss) income from discontinued operations $ ( 4,018 ) $ 1,400 $ 18,966 The assets and liabilities reported as held-for-sale consist of the following (in thousands): December 31, December 31, 2023 2022 Assets Cash and cash equivalents $ 162 $ 173 Receivables, net 10,805 14,340 Contract assets 25,109 30,898 Inventories 472 270 Other current assets 6,154 9,244 Property and equipment, net 6,102 7,467 Intangible assets, net 3,505 4,066 Goodwill 31,575 31,575 Operating lease right-of-use assets 9,097 12,854 Other assets 21 51 Total assets held-for-sale (a) $ 93,002 $ 110,938 Liabilities Accounts payable $ 20,893 $ 31,096 Accrued expenses and other current liabilities 19,537 21,833 Long-term operating lease obligations 8,942 13,186 Deferred tax liabilities 4,019 4,862 Total liabilities held-for-sale (a) $ 53,391 $ 70,977 (a) Amounts have been classified as current for the current period consolidated balance sheet and as current and non-current in the consolidated balance sheet for the prior year period. Selected financial information related to cash flows from discontinued operations is as follows (in thousands): For the years ended December 31, 2023 2022 2021 Depreciation and amortization $ 2,289 $ 3,576 $ 4,584 Purchases of property and equipment $ 295 $ 331 $ 540 Stock-based compensation $ 139 $ 63 $ 91 -44- Table of Contents (4) Revenue Recognition Disaggregated Revenue Our revenues are derived from the delivery of products to our customers and from services performed for commercial and government customers. A summary of revenues by customer for each of our operating segments for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands): Year Ended December 31, 2023 Aviation Fleet Total Commercial $ 539,592 $ 150,835 $ 690,427 DoD — 209 209 Other government 4,428 165,424 169,852 Total $ 544,020 $ 316,468 $ 860,488 Year Ended December 31, 2022 Commercial $ 403,155 $ 104,162 $ 507,317 DoD — 3,286 3,286 Other government 4,957 153,888 158,845 Total $ 408,112 $ 261,336 $ 669,448 Year Ended December 31, 2021 Commercial $ 245,380 $ 73,606 $ 318,986 DoD — 12,689 12,689 Other government 2,472 147,237 149,709 Total $ 247,852 $ 233,532 $ 481,384 A summary of revenues by type for each of our operating segments for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands): Year Ended December 31, 2023 Aviation Fleet Total Repair $ 157,154 $ — $ 157,154 Distribution 386,866 316,468 703,334 Total $ 544,020 $ 316,468 $ 860,488 Year Ended December 31, 2022 Repair $ 107,399 $ — $ 107,399 Distribution 300,713 261,336 562,049 Total $ 408,112 $ 261,336 $ 669,448 Year Ended December 31, 2021 Repair $ 75,725 $ — $ 75,725 Distribution 172,127 233,532 405,659 Total $ 247,852 $ 233,532 $ 481,384 -45- Table of Contents Contract Balances Contract balances were as follows (in thousands): As of December 31, Financial Statement Classification 2023 2022 Billed and billable receivables Receivables, net (a) $ 127,958 $ 90,599 Contract assets - unbilled receivables Contract assets $ 8,049 $ 7,409 Contract liabilities Accrued expenses and other current liabilities $ 2,785 $ 963 (a) Net of allowance of $ 3.4 million and $ 2.0 million as of December 31, 2023 and 2022, respectively. During fiscal 2023 and 2022, respectively, we recognized $ 0.9 million and $ 0.8 million of revenue that was included in a previously recorded contract liability as of the beginning of the period. Performance Obligations We applied the practical expedient for our 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. (5) Property and Equipment Property and equipment, net consisted of the following as of December 31, 2023 and 2022 (in thousands): 2023 2022 Buildings and building improvements $ 24,555 $ 20,868 Computer equipment 8,309 7,037 Furniture, fixtures, equipment and other (a) 54,883 37,218 Leasehold improvements 6,151 4,438 Land and land improvements 1,617 1,617 95,515 71,178 Less accumulated depreciation and amortization ( 37,439 ) ( 30,677 ) Total property and equipment, net $ 58,076 $ 40,501 (a) Other includes construction in progress. Depreciation and amortization expense for the years ended December 31, 2023, 2022 and 2021 was $ 6.8 million, $ 5.3 million, and $ 4.2 million, respectively. (6) Goodwill and Intangible Assets Goodwill Changes in goodwill for the years ended December 31, 2023 and 2022 by operating segment were as follows (in thousands): Fleet Aviation Total Balance as of December 31, 2021 $ 63,190 $ 154,072 $ 217,262 Balance as of December 31, 2022 $ 63,190 $ 154,072 $ 217,262 Goodwill acquired — 134,519 134,519 Balance as of December 31, 2023 $ 63,190 $ 288,591 $ 351,781 Goodwill increased during the year ended December 31, 2023 in connection with acquisitions completed during the period as discussed in Note (2) "Acquisitions." There were no impairments of goodwill during the years ended December 31, 2023, 2022 and 2021. -46- Table of Contents Intangible Assets Intangible assets consisted of the following (in thousands): Cost Accumulated Amortization Net Intangible Assets December 31, 2023 Contract and customer-related $ 241,090 $ ( 127,022 ) $ 114,068 Trade names 8,670 ( 8,608 ) 62 Total $ 249,760 $ ( 135,630 ) $ 114,130 December 31, 2022 Contract and customer-related $ 199,140 $ ( 113,796 ) $ 85,344 Trade names 8,670 ( 7,456 ) 1,214 Total $ 207,810 $ ( 121,252 ) $ 86,558 The increase in the gross carrying amount of contract and customer-related intangibles during the year ended December 31, 2023 relates to customer relationship intangible assets recognized in connection with acquisitions completed during the year as discussed in Note (2) "Acquisitions." There were no impairment losses during the years ended December 31, 2023, 2022 and 2021. The weighted-average useful life for all intangible assets of December 31, 2023 is 13.9 years. The estimated future annual amortization expense related to intangible assets are as follows (in thousands): Year Ending December 31, 2024 $ 13,313 2025 13,278 2026 13,154 2027 11,407 2028 10,574 Thereafter 52,404 Total $ 114,130 (7) Debt Long-term debt consisted of the following (in thousands): December 31, 2023 2022 Bank credit facility - term loan $ 300,000 $ 100,000 Bank credit facility - revolving facility 133,000 188,610 Principal amount of long-term debt 433,000 288,610 Less: debt issuance costs ( 3,656 ) ( 2,310 ) Total long-term debt 429,344 286,300 Less: current portion ( 22,500 ) ( 10,000 ) Long-term debt, net of current portion $ 406,844 $ 276,300 We have a credit agreement with a bank group from which we borrow amounts under the agreement to provide working capital support, fund letters of credit, and finance acquisitions. The credit agreement includes term and revolving facilities. The revolving facility provides for revolving loans and letters of credit. On July 2, 2023, we entered into a fifth amendment to our credit agreement which provided for the following: (i) the extension of a new term loan in the aggregate principal amount of $ 90.0 million, (ii) a reduction in our capacity to incur incremental revolving or term loan credit facilities from $ 100.0 million to $ 25.0 million; (iii) quarterly amortization payments for the new term loan in the amount of $ 2.25 million; (iv) an increase in the maximum Total Funded Debt to EBITDA Ratio from 4.50 x to 5.00 x, with such ratios decreasing thereafter; (v) the addition of a tier to the top of the pricing grid if the Total Funded Debt to -47- Table of Contents EBITDA ratio exceeds 4.50 x; and (vi) expressly permitting the Desser Aerospace acquisition and the subsequent and simultaneous sale of the propriety solutions businesses to Loar (the "Loar Sale"). The net proceeds received under the new term loan were used to fund a portion of the cash consideration for the Desser Aerospace acquisition. On December 28, 2023, we entered into a sixth amendment to our credit agreement which provided for the following: (i) an increase in the aggregate principal amount of the term loan to $ 300 million and an extension of the maturity date by one year to October 7, 2026; (ii) a modification to the amortization payments on the term loan from $ 5.0 million quarterly to $ 7.5 million quarterly, commencing with the first quarterly amortization payment due on April 1, 2024; and (iii) an extension of the maturity date of the revolving credit facility by one year to October 7, 2026. The maximum amount of credit available under the credit agreement for revolving loans and letters of credit is $ 350 million. We may elect to increase the maximum availability of the term loan facility, the revolving facility, or both facilities up to an aggregate additional amount of $ 25 million subject to lender approvals. The credit agreement also provides for letters of credit aggregating up to $ 25 million. Borrowings under our credit 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. As of December 31, 2023, the interest rate on our outstanding term debt and weighted average interest rate on our aggregate outstanding revolver debt was 8.21 % and 8.25 %, respectively. We had letters of credit outstanding of $ 0.8 million and $ 1.0 million as of December 31, 2023 and 2022, respectively. Future required term loan and revolving facility payments as of December 31, 2023 are as follows (in thousands): Year Ending December 31, Term Revolving Facility Total 2024 $ 30,000 $ — $ 30,000 2025 30,000 — 30,000 2026 240,000 133,000 373,000 Total $ 300,000 $ 133,000 $ 433,000 The credit 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, 2023. (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, 2023 were (in thousands): Notional Amount Paid Fixed Rate Receive Variable Rate Settlement and Termination Interest rate swap (a) $ 150,000 2.8 % 1-month term SOFR Monthly through October 31, 2027 Interest rate swap (b) $ 100,000 4.5 % 1-month term SOFR Monthly through July 31, 2026 (a) In July 2022, we executed forward-starting fixed interest rate swap, the tenor of which began on October 31, 2022. (b) In July 2023, we executed a fixed interest rate swap that hedges the variability in interest payments on floating rate debt. 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 -48- Table of Contents transactions. For the years ended December 31, 2023 and 2022, we reclassified $ 3.8 million and $ 0.3 million, respectively, from accumulated other comprehensive income to interest expense, net. 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, 2023. (9) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2023 2022 Accrued compensation and benefits $ 15,734 $ 13,942 Accrued customer rebates and royalties 5,545 6,240 Current portion of lease liabilities 4,957 3,182 Other 10,147 8,525 Total $ 36,383 $ 31,889 (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. The total number of shares authorized for issuance under this plan was 1,875,000 and, as of December 31, 2023, 591,337 shares remained available for issuance. As of December 31, 2023, we have outstanding stock-settled bonus awards, time-vested stock awards, and performance share awards under this plan. Stock-settled bonus awards are a fixed dollar-denominated award. On the first anniversary of the grant date, the total fixed dollar value of the award is converted into shares based on our closing stock price on the date of conversion. Vesting occurs over a three-year service period in three equal tranches. Beginning with the 2023 stock-settled bonus awards, the first vesting occurs one year after the award is converted into shares. For awards granted prior to 2023, the first vesting occurs one year after the grant date. On each vesting date, 100 % of the vested award is paid in stock. 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. Time-vested 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 stock annually as part of their compensation and the stock vests immediately upon grant. 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 200 % of the specified target shares beginning in 2023. 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, 2023, 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 $ 0.1 million. As of December 31, 2023, 500,000 shares of VSE common stock are authorized for issuance under the ESPP. -49- Table of Contents 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): 2023 2022 2021 Stock-settled bonus awards $ 1,166 $ 1,186 $ 820 Time-vested stock awards 2,639 2,089 2,273 Performance share awards 3,807 1,067 784 Total $ 7,612 $ 4,342 $ 3,877 Tax benefit recognized from stock-based compensation $ 1,899 $ 1,083 $ 967 Stock-Settled Bonus Awards In March 2023, the employees eligible for the 2022 awards, 2021 awards, and the 2020 awards received a total of 27,252 shares of common stock. The grant-date fair value of these awards was $ 42.23 per share. The total compensation cost related to non-vested stock-settled bonus awards not yet recognized was approximately $ 1.6 million with a weighted average amortization period of 2 years as of December 31, 2023. The total fair value of stock-settled bonus awards that vested in the years ended December 31, 2023, 2022 and 2021 was $ 1.2 million, $ 0.9 million, and $ 0.9 million, respectively. Time-Vested Stock Awards Time-vested stock award activity for the year ended December 31, 2023 was: Number of Shares Weighted Average Grant Date Fair Value Unvested as of December 31, 2022 63,925 $ 43.01 Granted 60,295 $ 45.78 Vested ( 25,684 ) $ 43.13 Forfeited ( 693 ) $ 43.30 Unvested as of December 31, 2023 97,843 $ 44.68 The grant date fair value of time-vested 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 time-vested stock awards granted for the years ended December 31, 2023, 2022 and 2021 was $ 45.78 , $ 43.01 , and $ 41.90 , respectively. As of December 31, 2023 there was $ 3.0 million of unrecognized compensation cost related to time-vested stock awards, which is expected to be recognized over a weighted-average period of 2.0 years. The total fair value of time-vested stock awards that vested in the years ended December 31, 2023, 2022 and 2021 was $ 1.2 million, $ 1.7 million, and $ 1.7 million, respectively. Performance Share Awards Performance Share award activity for the year ended December 31, 2023 was: Number of Shares Weighted Average Grant Date Fair Value Unvested as of December 31, 2022 72,161 $ 42.88 Granted 121,844 $ 42.23 Vested ( 25,723 ) $ 42.83 Forfeited — $ — Unvested as of December 31, 2023 168,282 $ 42.41 The actual number of shares to be issued upon vesting range between 0 - 200 % of the target number of shares granted. The weighted average grant date fair value of the performance share awards granted for the year ended December 31, 2023 was $ 42.83 . As of December 31, 2023 there was $ 2.6 million of unrecognized compensation cost related to performance share -50- Table of Contents awards, which is expected to be recognized over a weighted-average period of 1.4 years. The total fair value of performance share awards that vested in the year ended December 31, 2023 was $ 1.1 million . (11) Income Taxes We are subject to U.S. federal income tax as well as income tax in multiple state and local jurisdictions. With few exceptions, the statute of limitations for these jurisdictions is no longer open for audit or examinations for the years before 2018 for federal and state income taxes in the U.S. 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, 2023, 2022 and 2021 were as follows (in thousands): 2023 2022 2021 Current: Federal $ 11,556 $ 9,483 $ ( 8 ) State 2,205 1,485 ( 193 ) Foreign 1,138 35 1,066 14,899 11,003 865 Deferred: Federal ( 1,148 ) ( 1,890 ) ( 3,600 ) State 3 ( 61 ) ( 1,033 ) Foreign 7 — — ( 1,138 ) ( 1,951 ) ( 4,633 ) Provision for income taxes $ 13,761 $ 9,052 $ ( 3,768 ) The differences between the amount of tax computed at the federal statutory rate of 21% in 2023, 2022 and 2021, and the provision for income taxes from continuing operations for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands): 2023 2022 2021 Tax at statutory federal income tax rate $ 11,952 $ 7,499 $ ( 3,102 ) Increases (decreases) in tax resulting from: State taxes, net of federal tax benefit 2,019 1,459 ( 482 ) Permanent differences, net ( 193 ) 287 ( 350 ) Tax credits ( 461 ) ( 418 ) ( 160 ) Prior year true-up adjustment 269 ( 45 ) 19 Valuation allowance 77 324 331 Other provision adjustments 98 ( 54 ) ( 24 ) Provision for income taxes $ 13,761 $ 9,052 $ ( 3,768 ) -51- Table of Contents The tax effect of temporary differences representing deferred tax assets and liabilities as of December 31, 2023 and 2022 was as follows (in thousands): 2023 2022 Deferred compensation and accrued paid leave $ 3,003 $ 3,881 Accrued expense 1,429 1,053 Inventory reserve 13,980 12,934 Operating lease liabilities 6,249 5,544 Stock-based compensation 1,697 869 Capitalized inventory 1,335 1,128 US operating and capital loss carryforward 7,637 6,040 Disallowed interest expense 1,663 236 Tax credit carryforward 1,492 1,640 Foreign country operating loss carryforward 806 749 39,291 34,074 Valuation allowance (a) ( 9,906 ) ( 8,337 ) Total gross deferred tax assets 29,385 25,737 Interest rate swaps ( 708 ) ( 1,651 ) Depreciation ( 2,925 ) ( 3,091 ) Goodwill and intangible assets ( 26,666 ) ( 20,355 ) Operating lease right-of-use assets ( 5,939 ) ( 5,313 ) Other ( 132 ) ( 86 ) Total gross deferred tax liabilities ( 36,370 ) ( 30,496 ) Net deferred tax liabilities $ ( 6,985 ) $ ( 4,759 ) (a) 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. (b) 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 2019. As of December 31, 2023, we had 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. The Organization for Economic Co-operation and Development has issued Pillar Two model rules introducing a new global minimum tax of 15% intended to be effective on January 1, 2024. While the US has not yet adopted the Pillar Two rules, many countries took steps to incorporate Pillar Two model rule concepts into their domestic laws in 2023. Considering that we do not have material operations in jurisdictions with tax rates lower than the Pillar Two minimum, we do not expect these rules will significantly increase our global tax costs. We will continue to monitor US and global legislative action related to Pillar Two for future potential impacts. (12) Leases Our operating lease cost was as follows for the years ended December 31, (in thousands): 2023 2022 2021 Operating lease cost (a) $ 6,480 $ 2,714 $ 1,731 (a) Excludes short-term lease expense, which is not material. Our lease arrangements do not contain any material residual guarantees, variable payment provisions, or restrictive covenants. -52- Table of Contents The table below summarizes future minimum lease payments under operating leases, recorded on the balance sheet, as of December 31, 2023 (in thousands): Year ending December 31, 2024 $ 6,555 2025 6,959 2026 6,079 2027 5,119 2028 4,612 Thereafter 6,448 Minimum lease payments 35,772 Less: imputed interest ( 5,856 ) Present value of minimum lease payments 29,916 Less: current portion of lease liabilities (a) ( 4,957 ) Long-term lease liabilities $ 24,959 (a) The 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): 2023 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 5,045 $ 2,441 $ 1,474 Right-of-use assets obtained in exchange for new operating lease liabilities $ 11,812 $ 11,876 $ 8,182 The weighted-average discount rate was 5.9 % and 5.4 % and the weighted-average remaining lease term was 5.7 years and 6.0 years as of December 31, 2023, and 2022, 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. 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, whether relating to government contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties imposed, 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. 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. -53- Table of Contents (14) Business Segments and Customer Information Segment Information The sale of the Federal and Defense segment is intended to allow us to focus on a long-term strategic growth strategy focused on higher margin and higher growth aftermarket parts distribution and MRO businesses. Following the completion of the Federal and Defense segment sale transaction, management of our business operations is conducted under two reportable operating segments: Aviation Our Aviation segment provides aftermarket MRO and distribution services to commercial, business and general aviation, cargo, military and defense, and rotorcraft customers globally. Core services include parts distribution, MRO services including fuel controls, avionics, pneumatics, hydraulics, wheel and brake, and 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, and the United States Postal Service ("USPS"). 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. 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. Our segment information is as follows (in thousands): For the years ended December 31, 2023 2022 2021 Revenues: Aviation $ 544,020 $ 408,112 $ 247,852 Fleet 316,468 261,336 233,532 Total revenues $ 860,488 $ 669,448 $ 481,384 Operating income (loss): Aviation $ 71,168 $ 36,416 $ ( 14,373 ) Fleet 31,257 23,911 20,426 Corporate/unallocated expenses (a) ( 14,429 ) ( 6,723 ) ( 8,758 ) Total operating income (loss) $ 87,996 $ 53,604 $ ( 2,705 ) Depreciation and amortization expense: Aviation $ 16,080 $ 13,174 $ 11,374 Fleet 5,300 8,783 9,679 Total depreciation and amortization $ 21,380 $ 21,957 $ 21,053 Capital expenditures: Aviation $ 16,467 $ 5,961 $ 7,468 Fleet 2,198 5,502 1,669 Corporate 269 861 843 Total capital expenditures $ 18,934 $ 12,324 $ 9,980 (a) Certain corporate costs previously allocated to the Federal and Defense business for segment reporting purposes did not qualify for classification within discontinued operations and have been reallocated to continuing operations. -54- Table of Contents December 31, 2023 2022 Total assets: Aviation $ 950,143 $ 637,615 Fleet 274,382 218,138 Corporate 32,811 33,097 Assets held-for-sale 93,002 110,939 Total assets $ 1,350,338 $ 999,789 Customer Information Our revenues are derived from the delivery of products and services performed for commercial and government customers. Revenues from the USPS, reported within our Fleet segment, represented 19 %, 23 %, and 30 % of consolidated revenues for 2023, 2022 and 2021, respectively. Our customers also include various other commercial entities and government agencies. See Note (4) "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. 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. 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, 2023 2022 2021 United States $ 656,767 $ 557,615 $ 399,423 Other Countries (a) 203,721 111,833 81,961 Total revenue $ 860,488 $ 669,448 $ 481,384 (a) No individual country, other than disclosed above, exceeded 10% of our total revenue for any period presented. (15) Capital 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 July 2023, we entered into an underwriting agreement with William Blair & Company, L.L.C and RBC Capital Markets, acting as representatives of several underwriters, relating to the issuance and sale of 2,846,250 shares of the Company's common stock at a public offering price of $ 48.50 per share. The issuance and sale of shares pursuant to the agreement was executed in two transactions, with the first transaction closing on July 24, 2023, and the second transaction, which represented shares issued and sold pursuant to the underwriters' exercise of their option to purchase additional shares, closing on July 28, 2023. We received proceeds of $ 129.1 million in connection with the offering, net of issuance costs. (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 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 $ 1.6 million, $ 1.7 million, and $ 1.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. -55- Table of Contents (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." The fair value measurements were estimated using significant inputs that are not observable in the market and thus represent a Level 3 measurement. The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023, and December 31, 2022 and the level they fall within the fair value hierarchy (in thousands): Fair Value December 31, Amounts Recorded at Fair Value Financial Statement Classification Fair Value Hierarchy 2023 2022 Non-COLI assets held in Deferred Supplemental Compensation Plan (a) Other assets Level 1 $ 594 $ 539 Interest rate swaps Other assets Level 2 $ 2,840 $ 6,620 (a) 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. (18) Subsequent Events Sale of Federal and Defense Segment In February 2024, we entered into two separate agreements to sell substantially all the Federal and Defense operational assets ("FDS Sale") for cash proceeds of $ 44.0 million, which included $ 10.0 million of an estimated net working capital adjustment (subject to post-closing adjustments). The FDS Sale excluded our Alexandria, VA headquarters and the Greensboro MRO facility. We estimate incurring a non-cash impairment loss of approximately $ 4.2 million related to the cancellation of a contract at the Greensboro MRO facility. Acquisition of Turbine Controls, Inc. On February 29, 2024, we signed a definitive agreement to acquire Turbine Controls, Inc. ("TCI"), a leading provider of aftermarket MRO support services for complex engine components, as well as engine and airframe accessories, across commercial and military applications. The acquisition will allow our Aviation segment to broaden OEM Authorized MRO capabilities, expand into new markets, and serve new customers. Total consideration is approximately $ 120.0 million, comprising $ 110.0 million in cash and $ 10.0 million in shares of VSE common stock, subject to certain post-closing and working capital adjustments. The acquisition is expected to close in the second quarter of 2024, subject to customary closing conditions. -56- Table of Contents ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.