Forward Looking Statements

This quarterly report on Form 10-Q (“Form 10-Q”) contains statements that, to the extent they are not recitations of historical fact, constitute "forward looking statements" ~~under federal securities laws.~~within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All such statements are intended to be ~~subject to~~covered by the safe harbor protection provided by applicable securities laws. For discussions identifying some important factors that could cause actual results of VSE Corporation ("VSE," the "Company," "us," "our," or "we") to differ materially from those anticipated in the forward lookingprovisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this ~~report, see VSE's discussions captioned "Business," "Risk~~statement for purposes of such safe harbor provisions.

“Forward-looking” statements, as such term is defined by the Securities Exchange Commission (the “SEC”) in its rules, regulations and releases, represent our expectations or beliefs, including, but not limited to, statements concerning our operations, economic performance, financial condition, the impact of widespread health developments, such as the ongoing COVID-19 outbreak, the health and economic impact thereof and the governmental, commercial, consumer and other responses thereto, growth and acquisition strategies, investments and future operational plans. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “forecast,” “seek,” “plan,” “predict,” “project,” “could,” “estimate,” “might,” “continue,” “seeking” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors, including, but not limited to, those identified elsewhere in this document, including in Item 1A, Risk Factors,~~" "Management's~~ Item 2, Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations, and ~~"Notes~~Item 3, Quantitative and Qualitative Disclosures About Market Risk, as well as with respect to ~~Consolidated Financial Statements" contained~~the risks described in ~~VSE's~~Item 1A, Risk Factors, to our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2020 filed with the ~~Securities and Exchange Commission ("SEC")~~SEC on March ~~1, 2017 ("2016~~5, 2021 (“2020 Form 10-K"). All forward-looking statements made herein are qualified by these cautionary statements and risk factors and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized.

Readers are cautioned not to place undue reliance on these forward ~~looking statements,~~looking-statements, which reflect management's analysis only as of the date hereof. ~~We undertake~~The Company undertakes no obligation to publicly revise ~~publicly~~ these ~~forward looking~~forward-looking statements to reflect events or circumstances that occur or arise after the date hereof. Readers should carefully review the risk factors described in our 2016 Form 10-K and in the reports and other documents the Company files from time to time with the SEC, including this and other Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K that we have filed or will file with the SEC subsequent to our 2016 Form 10-K.

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Table of Contents

PART I. Financial Information

Item 1. Financial Statements

VSE Corporation and Subsidiaries

Unaudited Consolidated Balance Sheets

(in thousands except share and per share amounts)


	March 31,		December 31,
	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	347	$	378
Receivables, net	63,552		55,471
Unbilled receivables, net	43,694		22,358
Inventories, net	282,771		253,422
Other current assets	29,169		23,328
Total current assets	419,533		354,957

Property and equipment, net	38,318		36,363
Intangible assets, net	105,914		103,595
Goodwill	238,126		238,126
Operating lease - right-of-use assets	22,181		20,515
Other assets	29,016		26,525
Total assets	$	853,088	$	780,081

Liabilities and Stockholders' equity
Current liabilities:
Current portion of long-term debt	$	21,316	$	20,379
Accounts payable	73,816		72,682

Accrued expenses and other current liabilities	50,882		45,172
Dividends payable	1,142		995
Total current liabilities	147,156		139,228

Long-term debt, less current portion	232,247		230,714
Deferred compensation	17,186		16,027

Long-term operating lease obligations	23,673		22,815

Deferred tax liabilities	16,523		14,897
Other long-term liabilities	2,000		83
Total liabilities	438,785		423,764

Commitments and contingencies (Note 6)	0		0

Stockholders' equity:
Common stock, par value $0.05 per share, authorized 15,000,000 shares; issued and outstanding 12,691,570 and 11,055,037, respectively	635		553
Additional paid-in capital	85,296		31,870
Retained earnings	329,064		325,097
Accumulated other comprehensive loss	(692)		(1,203)
Total stockholders' equity	414,303		356,317
Total liabilities and stockholders' equity	$	853,088	$	780,081

September 30, 2017 December 31, 2016
Assets
Current assets:
Cash and cash equivalents $ 472
$ 428
Receivables, net 72,874
101,218
Inventories, net 135,525
136,340
Other current assets 24,376
20,477
Total current assets 233,247
258,463

Property and equipment, net 56,857
62,061
Intangible assets, net 114,913
126,926
Goodwill 198,622
198,622
Other assets 15,405
15,767
Total assets $ 619,044
$ 661,839

Liabilities and Stockholders' equity

Current liabilities:

Current portion of long-term debt $ 25,710
$ 21,023
Accounts payable 48,560
93,999
Accrued expenses and other current liabilities 47,852
32,772
Dividends payable —
648
Total current liabilities 122,122
148,442

Long-term debt, less current portion 155,083
193,621
Deferred compensation 15,749
12,751
Long-term lease obligations, less current portion 20,917
21,959
Deferred tax liabilities 27,981
29,872
Total liabilities 341,852
406,645

Commitments and contingencies

Stockholders' equity:

Common stock, par value $0.05 per share, authorized 15,000,000 shares; issued and outstanding 10,838,435 and 10,798,927, respectively 542
540
Additional paid-in capital 24,455
22,876
Retained earnings 252,061
231,733
Accumulated other comprehensive income 134
45
Total stockholders' equity 277,192
255,194
Total liabilities and stockholders' equity $ 619,044
$ 661,839

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Table of Contents

VSE Corporation and Subsidiaries

Unaudited Consolidated Statements of Income

(in thousands except share and per share amounts)


	For the three months ended March 31,
		2021		2020
Revenues:
Products		$	78,580	$	76,342
Services		86,401		101,076
Total revenues		164,981		177,418

Costs and operating expenses:
Products		70,712		65,527
Services		80,340		90,758
Selling, general and administrative expenses		38		248
Amortization of intangible assets		4,288		4,723
Total costs and operating expenses		155,378		161,256

		9,603		16,162

Loss on sale of a business entity and certain assets		0		(7,536)
Gain on sale of property		0		1,108


Operating income		9,603		9,734

Interest expense, net		3,030		3,486

Income before income taxes		6,573		6,248

Provision for income taxes		1,462		2,916

Net income		$	5,111	$	3,332

Basic earnings per share		$	0.42	$	0.30

Basic weighted average shares outstanding		12,076,509		11,000,204

Diluted earnings per share		$	0.42	$	0.30

Diluted weighted average shares outstanding		12,171,828		11,100,506

Dividends declared per share		$	0.09	$	0.09

For the three months ended September 30, For the nine months ended September 30,
2017 2016 2017 2016
Revenues:
Products $ 82,314
$ 87,060
$ 260,585
$ 254,325
Services 91,850
85,720
304,733
222,564
Total revenues 174,164
172,780
565,318
476,889

Costs and operating expenses:

Products 68,678
70,884
217,606
207,001
Services 88,989
83,599
293,083
215,409
Selling, general and administrative expenses 255
652
1,178
4,173
Amortization of intangible assets 4,005
4,022
12,013
12,063
Total costs and operating expenses 161,927
159,157
523,880
438,646

Operating income 12,237
13,623
41,438
38,243

Interest expense, net 2,347
2,509
7,158
7,406

Income before income taxes 9,890
11,114
34,280
30,837

Provision for income taxes 3,251
4,026
12,541
11,228

Net income $ 6,639
$ 7,088
$ 21,739
$ 19,609

Basic earnings per share $ 0.61
$ 0.66
$ 2.01
$ 1.82

Basic weighted average shares outstanding 10,838,435
10,798,684
10,833,237
10,792,046

Diluted earnings per share $ 0.61
$ 0.65
$ 2.00
$ 1.81

Diluted weighted average shares outstanding 10,856,675
10,826,007
10,855,983
10,819,697

Dividends declared per share $ —
$ —
$ 0.130
$ 0.115

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Table of Contents

VSE Corporation and Subsidiaries

Unaudited Consolidated Statements of Comprehensive Income

(in thousands)


	For the three months ended March 31,
		2021		2020
Net income		$	5,111	$	3,332

Change in fair value of interest rate swap agreements, net of tax		511		(873)

Other comprehensive income (loss), net of tax		511		(873)

Comprehensive income		$	5,622	$	2,459

For the three months ended September 30, For the nine months ended September 30,
2017 2016 2017 2016
Net income $ 6,639
$ 7,088
$ 21,739
$ 19,609

Change in fair value of interest rate swap agreements 20
337
89
(235 )

Other comprehensive (loss) income, net of tax 20
337
89
(235 )

Comprehensive income $ 6,659
$ 7,425
$ 21,828
$ 19,374

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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VSE Corporation and Subsidiaries

Unaudited Consolidated Statements of ~~Cash Flows~~Stockholders' Equity

(in ~~thousands)~~thousands except per share data)


	Three months ended March 31, 2021
				Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Common Stock
	Shares	Amount
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	—	—		—		5,111		—		5,111
Stock-based compensation	37	2		1,489		—		—		1,491
Other comprehensive gain, net of tax	—	—		—		—		511		511
Dividends declared ($0.09 per share)	—	—		—		(1,144)		—		(1,144)
Balance at March 31, 2021	12,691	$	635	$	85,296	$	329,064	$	(692)	$	414,303

For the nine months ended September 30,
2017 2016
Cash flows from operating activities:
Net income $ 21,739
$ 19,609
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 19,584
19,515
Deferred taxes (1,947 ) (3,047 )
Stock-based compensation 1,935
1,747
Earn-out obligation adjustment —
(1,329 )
Changes in operating assets and liabilities:

Receivables, net 28,344
(7,636 )
Inventories, net 815
(19,812 )
Other current assets and noncurrent assets (3,392 ) (8,015 )
Accounts payable and deferred compensation (42,441 ) 19,651
Accrued expenses and other current liabilities 15,916
8,639
Long-term lease obligations (1,042 ) (930 )

Net cash provided by operating activities 39,511
28,392

Cash flows from investing activities:

Purchases of property and equipment (2,387 ) (5,438 )
Proceeds from the sale of property and equipment 689
74
Cash paid for acquisitions, net of cash acquired —
(63 )

Net cash used in investing activities (1,698 ) (5,427 )

Cash flows from financing activities:

Borrowings on loan agreement 258,657
231,139
Repayments on loan agreement (292,913 ) (232,608 )
Earn-out obligation payments —
(18,515 )
Payments on capital lease obligations (954 ) (835 )
Payments of taxes for equity transactions (500 ) (499 )
Dividends paid (2,059 ) (1,834 )

Net cash used in financing activities (37,769 ) (23,152 )

Net increase (decrease) in cash and cash equivalents 44
(187 )
Cash and cash equivalents at beginning of period 428
740
Cash and cash equivalents at end of period $ 472
$ 553


	Three months ended March 31, 2020
				Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive 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 income	—	—		—		3,332		—		3,332
Stock-based compensation	59	2		1,833		—		—		1,835
Other comprehensive loss, net of tax	—	—		—		—		(873)		(873)
Dividends declared ($0.09 per share)	—	—		—		(994)		—		(994)
Balance at March 31, 2020	11,029	$	551	$	31,244	$	336,584	$	(1,978)	$	366,401

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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VSE Corporation and Subsidiaries

Unaudited Consolidated Statements of Cash Flows

(in thousands)


	For the three months ended March 31,
	2021		2020
Cash flows from operating activities:
Net income	$	5,111	$	3,332
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,944		6,475
Deferred taxes	1,457		1,592
Stock-based compensation	1,415		897
Loss on sale of a business entity and certain assets	0		7,536
Gain on sale of property and equipment	0		(1,127)



Earn-out obligation fair value adjustment	0		301
Changes in operating assets and liabilities, net of impact of acquisitions:
Receivables	(2,787)		(163)
Unbilled receivables	(17,341)		(2,041)
Inventories	(28,910)		(8,255)
Other current assets and noncurrent assets	(10,306)		2,777
Accounts payable and deferred compensation	1,051		395
Accrued expenses and other current and noncurrent liabilities	7,999		(4,961)




Net cash (used in) provided by operating activities	(36,367)		6,758

Cash flows from investing activities:
Purchases of property and equipment	(2,109)		(724)
Proceeds from the sale of property and equipment	14		2,424
Proceeds from payments on notes receivable	412		427
Proceeds from the sale of a business entity and certain assets	0		20,700

Cash paid for acquisitions, net of cash acquired	(14,785)		0

Net cash (used in) provided by investing activities	(16,468)		22,827

Cash flows from financing activities:
Borrowings on loan agreement	146,431		131,148
Repayments on loan agreement	(144,257)		(127,692)
Proceeds from issuance of common stock, net of underwriters' discounts and issuance costs	52,017		0
Earn-out obligation payments	0		(31,701)


Payments of taxes for equity transactions	(390)		(543)
Dividends paid	(997)		(988)

Net cash provided by (used in) financing activities	52,804		(29,776)

Net decrease in cash and cash equivalents	(31)		(191)
Cash and cash equivalents at beginning of period	378		734
Cash and cash equivalents at end of period	$	347	$	543


Supplemental disclosure of noncash investing and financing activities:
Notes receivable from the sale of a business entity and certain assets	$	12,496	$	7,461

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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VSE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2017~~March 31, 2021

Table of Contents

(1) ~~Nature of Business and~~ Basis of Presentation

Our accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and in accordance with the instructions to SEC Form 10-Q and Article 10 of SEC Regulation S-X. ~~Accordingly, they~~Therefore, such financial statements do not include all of the information and footnotes required by U.S. ~~generally accepted accounting principles~~GAAP for complete financial ~~statements.~~statements and should be read in conjunction with the consolidated financial statements and footnotes thereto included in our 2020 Form 10-K. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, ~~2017. For further information refer to the consolidated financial statements and footnotes thereto included in our 2016 Form 10-K.~~2021.

The preparation of financial statements in conformity with U.S. ~~generally accepted accounting principles~~GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities 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 include accruals for contract disallowance reserves, award fee revenues, costs to complete on fixed price contracts, and recoverability of goodwill and intangible ~~assets,~~assets.

Coronavirus (COVID-19) Pandemic

On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus disease, known as COVID-19, as a global pandemic. The pandemic and ~~earn-out obligations.~~

~~Recently Adopted Accounting Pronouncements~~

~~Effective January 1, 2017,~~the containment and mitigation efforts by governments to attempt to control its spread created uncertainties and disruptions in the economic and financial markets. The pandemic triggered a decline in demand for our Aviation segment products and services beginning with the second quarter of 2020 and continuing through the end of the first quarter of 2021. Our results of operations for the first quarter of 2021 continue to reflect the adverse impact from the COVID-19 pandemic. Although demand has improved since the onset of the pandemic, it remains below demand during the first quarter of 2020. The extent to which the impact of COVID-19 may continue to have an adverse effect on our future business and results of operations is highly uncertain and unpredictable. However, we ~~adopted~~believe that with the ~~Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU)~~ ~~No. 2016-09,~~ ~~Improvements~~global vaccination effort underway, that may generate an increase in commercial air travel and result in a gradual recovery in demand for our Aviation segment products and services commencing toward the second half of 2021. We are closely monitoring the effects and risks of COVID-19 to ~~Employee Share-Based Payment Accounting~~, which is intended to simplify the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. We have elected to account for forfeitures as they occur. ~~The adoption of ASU 2016-09 did not have a significant~~assess its impact on our ~~consolidated~~business, financial ~~position,~~condition and results of operations. We maintain a robust continuity plan to adequately respond to situations such as the COVID-19 pandemic, including a framework for remote work arrangements, in order to effectively maintain operations, ~~or cash flows.~~including financial reporting systems, internal controls over financial reporting and disclosure controls and procedures.

~~Effective~~Underwritten Public Offering

On January ~~1, 2017,~~29, 2021, we ~~adopted~~ ~~ASU No. 2015-11,~~ ~~Simplifying~~entered into an underwriting agreement relating to the ~~Measurement~~issuance and sale of ~~Inventory, which clarifies that, for inventories measured~~1,428,600 shares of the Company's common stock, at the ~~lower~~public offering price of ~~cost~~$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 ~~net realizable value, net realizable value should be determined based on~~offering related expenses.

(2) Acquisition and Divestitures

Acquisition

On March 1, 2021, we acquired HAECO Special Services, LLC ("HSS") from HAECO Airframe Services, LLC, a division of HAECO Americas ("HAECO") for the ~~estimated selling prices in~~purchase price of $14.8 million, subject to post-closing and working capital adjustments. HSS is a leading provider of fully integrated maintenance, repair and overhaul ("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 Department of Defense ("DoD") contract specifically for the ~~ordinary course~~sustainment of ~~business less reasonably predictable costs of completion, disposal, and transportation.~~the U.S. Air Force ("USAF") KC-10 fleet. The ~~adoption of ASU 2015-11 did~~acquisition was not ~~have a~~ significant ~~impact on~~to our consolidated financial ~~position,~~statements. HSS operating results ~~of operations or cash flows.~~

~~In January 2017, the FASB issued ASU No. 2017-04,~~ ~~Simplifying the Test for Goodwill Impairment, which eliminates the requirement to determine the fair value of individual assets~~are included in our Federal and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in ASU 2017-04, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis with early adoption permitted. ~~We elected to early adopt ASU 2017-04 effective April 1, 2017 and will apply the new standard to our 2017 annual goodwill impairment test, as well as any interim tests. The adoption~~ ~~is not expected to have a significant impact on our consolidated financial position, results of operations or cash flows.~~

~~Stock Split Effected in Form of Stock Dividend~~

In May 2016, our Board of Directors approved a two-for-one stock split effected in the form of a stock dividend ("Stock Split"). The Stock Split had a record date of July 20, 2016 and the stock distribution occurred on August 3, 2016. All references made to share or per share amountsDefense segment in the accompanying unaudited consolidated financial statements beginning on the acquisition date of March 1, 2021.

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VSE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021

Table of Contents

The allocation of the total consideration for the acquisition to the tangible and ~~disclosures~~identifiable intangible assets acquired and liabilities assumed is preliminary until we obtain final information regarding their fair values. Based on preliminary estimates, we allocated approximately $8.2 million to the fair value of net tangible assets (including $9.2 million of accounts receivable) and $6.6 million to customer relationship intangible asset, which is being amortized over approximately 4 years from the acquisition date.

Divestitures

Prime Turbines Sale

In January 2020, VSE’s subsidiary VSE Aviation, Inc. entered into 2 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 the first quarter of 2020 which was reflected within loss on sale of a business entity and certain assets in the consolidated statements of income. As of March 31, 2021 and December 31, 2020, the total outstanding balance of the note receivable from PTB was $5.8 million and $6.1 million, respectively, which represent the present value of the consideration to be received with an imputed interest rate discount, of which $1.5 million and $1.4 million were current as of March 31, 2021 and December 31, 2020, respectively. The note receivable balance is included in other assets and other current assets in our consolidated balance sheets.

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 the second quarter of 2020. As of March 31, 2021 and December 31, 2020, the total outstanding balance of the note receivable from Legacy Turbines was $6.4 million, net of a variable discount of $275 thousand, of which $1.3 million was current as of March 31, 2021 and December 31, 2020. The note receivable balance is included in other assets and other current assets in our consolidated balance sheet.

(3) Revenue

Disaggregated Revenue

Our revenues are derived from the delivery of products to our customers and from contract services performed for the DoD or federal civilian agencies. Our customers also include various other government agencies and commercial clients.

A summary of revenues for our operating segments by customer for the three months ended March 31, 2021 are as follows (in thousands):


	Three months ended March 31, 2021
	Aviation		Fleet		Federal and Defense		Total
Commercial	$	44,346	$	14,437	$	318	$	59,101
DoD	0		3,102		42,786		45,888
Other government	25		37,208		22,759		59,992
	$	44,371	$	54,747	$	65,863	$	164,981

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VSE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021

Table of Contents

A summary of revenues for our operating segments by customer for the three months ended March 31, 2020 are as follows (in thousands):


	Three months ended March 31, 2020
	Aviation		Fleet		Federal and Defense		Total
Commercial	$	58,050	$	8,822	$	422	$	67,294
DoD	0		4,567		59,567		64,134
Other government	30		39,815		6,145		45,990
	$	58,080	$	53,204	$	66,134	$	177,418

A summary of revenues for our operating segments by type for the three months ended March 31, 2021 is as follows (in thousands):


	Three months ended March 31, 2021
	Aviation		Fleet		Federal and Defense		Total
Repair	$	18,316	$	0	$	0	$	18,316
Distribution	26,055		54,747		0		80,802
Cost Plus Contract	0		0		16,551		16,551
Fixed Price Contract	0		0		23,931		23,931
T&M Contract	0		0		25,381		25,381
Total	$	44,371	$	54,747	$	65,863	$	164,981

A summary of revenues for our operating segments by type for the three months ended March 31, 2020 is as follows (in thousands):


	Three months ended March 31, 2020
	Aviation		Fleet		Federal and Defense		Total
Repair	$	32,808	$	0	$	0	$	32,808
Distribution	25,272		53,204		0		78,476
Cost Plus Contract	0		0		19,681		19,681
Fixed Price Contract	0		0		38,916		38,916
T&M Contract	0		0		7,537		7,537
Total	$	58,080	$	53,204	$	66,134	$	177,418

Contract Balances

Billed receivables, unbilled receivables (contract assets), and contract liabilities are the results of revenue recognition, customer billing, and timing of payment receipts. Billed receivables, net, represent unconditional rights to consideration under the terms of the contract and include amounts billed and currently due from our customers. Unbilled receivables represent our right to consideration in exchange for goods or services that we have ~~been retroactively adjusted~~transferred to ~~reflect~~ the ~~Stock Split.~~customer prior to us having the right to payment for such goods or services. Contract liabilities are recorded when customers remit contractual cash payments in advance of us satisfying related performance obligations under contractual arrangements, including those with performance obligations to be satisfied over a period of time.

We present our unbilled receivables and contract liabilities on a contract-by-contract basis. If a contract liability exists, it is netted against the unbilled receivables balance for that contract. Unbilled receivables increased from $22.4 million at December 31, 2020 to $43.7 million at March 31, 2021, primarily due to revenue recognized on a U.S. Department of Justice contract for the first quarter of 2021 which was subsequently billed in the second quarter of 2021. Contract liabilities, which are included in accrued expenses and other current liabilities in our consolidated balance sheet, increased from $10.1 million at December 31, 2020 to

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~~(2)~~VSE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021

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$16.0 million at March 31, 2021, primarily due to advance payments received in excess of revenue recognized. For the three months ended March 31, 2021 and March 31, 2020, we recognized revenue that was previously included in the beginning balance of contract liabilities of $860 thousand and $700 thousand, respectively.

Performance Obligations

Our performance obligations are satisfied either at a point in time or over time as work progresses. The majority of our revenue recognized at a point in time is for the sale of vehicle and aircraft parts in our Fleet and Aviation segments. Revenues from products and services transferred to customers at a point in time accounted for approximately 49% of our revenues for the three months ended March 31, 2021 and 43% of our revenues for the three months ended March 31, 2020. Revenues from products and services transferred to customers over time accounted for approximately 51% of our revenues for the three months ended March 31, 2021 and 57% of our revenues for the three months ended March 31, 2020, primarily related to revenues in our Federal and Defense segment and MRO services in our Aviation segment.

As of March 31, 2021, the aggregate amount of transaction prices allocated to unsatisfied or partially unsatisfied performance obligations was $188 million. Performance obligations expected to be satisfied within one year and greater than one year are 90% and 10%, 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 three months ended March 31, 2021 and March 31, 2020, revenue recognized from performance obligations satisfied in prior periods was not material.

(4) Debt

Long-term debt consisted of the following (in thousands):


	March 31,		December 31,
	2021		2020
Bank credit facility - term loan	$	73,300	$	77,988
Bank credit facility - revolver loans	182,335		175,473
Principal amount of long-term debt	255,635		253,461
Less debt issuance costs	(2,072)		(2,368)
Total long-term debt	253,563		251,093
Less current portion	(21,316)		(20,379)
Long-term debt, less current portion	$	232,247	$	230,714

We have a loan agreement with a group of banks that ~~was amended~~expires in January ~~2015~~2023. We borrow amounts under the loan agreement to ~~fund our Aviation Acquisition and~~ provide working capital ~~for our continuing operations.~~support, fund letters of credit and finance acquisitions. The loan agreement ~~which expires in January 2020, is comprised of a~~includes term ~~loan facility~~ and a revolving loan ~~facility.~~facilities. The revolving loan facility provides for revolving loans and letters of credit. The fair value of outstanding debt as of March 31, 2021 under our bank loan facilities approximates its carrying value using Level 2 inputs based on market data on companies with a corporate rating similar to ours that have recently priced credit facilities.

Our required term and revolver loan payments after March 31, 2021 are as follows (in thousands):


2021	16,875
2022	22,500
2023*	216,260
Total	$	255,635

*Includes the revolver loan required payment of $182.3 million.

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VSE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2017~~March 31, 2021

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Our required term loan payments after September 30, 2017 are approximately $5.6 million in 2017, $28.1 million in 2018, $30.0 million in 2019, and $36.3 million in 2020. The amount of term loan borrowings outstanding as of September 30, 2017 was $100.0 million.

The maximum amount of credit available ~~to us~~ under the loan agreement for revolving loans and letters of credit as of ~~September 30, 2017~~March 31, 2021 was ~~$150~~$350 million. ~~We may borrow and repay the revolving loan borrowings as our cash flows require or permit.~~ We pay an unused commitment fee and fees on letters of credit that are issued. We had ~~approximately $82.1 million in revolving loan amounts outstanding and no~~$803 thousand letters of credit outstanding as of ~~September 30, 2017. We had approximately $100.4 million in revolving loan amounts outstanding~~March 31, 2021 and no0 letters of credit outstanding as of December 31, ~~2016.~~2020.

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 ~~$75~~$100 million.

Total bank loan borrowed funds outstanding, including term loan borrowings and revolving loan borrowings, were approximately $182.1 million and $216.3 million, as of September 30, 2017 and December 31, 2016, respectively. These amounts exclude unamortized deferred financing costs of approximately $1.3 million and $1.7 million as of September 30, 2017 and December 31, 2016, respectively,which are being amortized over a five-year period through July 2020. The fair value of outstanding debt as of September 30, 2017 under our bank loan facilities approximates its carrying value using Level 2 inputs based on market data on companies with a corporate rating similar to ours that have recently priced credit facilities.

We pay interest on the term loan borrowings and revolving loan borrowings at LIBOR plus a base margin or at a base rate (typically the prime rate) plus a base margin. As of ~~September 30, 2017,~~March 31, 2021, the LIBOR base margin was ~~2.00%~~3.00% and the base rate base margin was ~~0.75%~~1.75%. The base margins increase or decrease in increments as our Total Funded Debt/EBITDA Ratio increases or decreases.

~~The loan agreement requires us to have~~We use interest rate hedges on a portion of ~~the outstanding term loan for the first three years after the January 2015 amendment date~~our debt. The amount of ~~the agreement. We executed~~our debt with interest rate swap agreements ~~in February 2015 that complied with the loan agreement. The notional amount of the interest rate swap agreements~~was $75 million and $145 million as of ~~September 30, 2017 was $85 million.~~March 31, 2021 and December 31, 2020, respectively.

After taking into account the impact of interest rate swap agreements, as of ~~September 30, 2017,~~March 31, 2021, interest rates on portions of our outstanding debt ranged from ~~3.24%~~3.75% to ~~5.00%~~6.36%, and the effective interest rate on our aggregate outstanding debt was ~~3.36%~~4.13%.

Interest expense incurred on bank loan borrowings and interest rate hedges was approximately ~~$1.8~~$2.7 million and ~~$2.0~~$3.4 million for the ~~quarters ended September 30, 2017 and 2016, respectively. Interest expense incurred on bank loan borrowings and interest rate hedges was approximately $5.6 millionand$5.8 millionfor the nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, respectively.

The loan agreement contains collateral requirements to secure our ~~borrowings and other~~ 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/EBITDA Ratio ~~which decreases over time,~~ and a minimum Fixed Charge Coverage Ratio. We were in compliance with required ratios and other terms and conditions as of March 31, 2021. We continue to monitor the impacts of COVID-19 on our results of operations and liquidity relative to compliance with financial covenants; at ~~September 30, 2017.~~this time, we expect that we will remain in compliance with such covenants over the next twelve months.

~~(3)~~(5) Earnings Per Share

Basic earnings per share ("EPS") ~~has been~~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 an assumed vesting of restricted stock awards.


	Three months ended March 31,
		2021	2020
Basic weighted average common shares outstanding		12,076,509	11,000,204
Effect of dilutive shares		95,319	100,302
Diluted weighted average common shares outstanding		12,171,828	11,100,506

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Basic weighted average common shares outstanding 10,838,435
10,798,684
10,833,237
10,792,046
Effect of dilutive shares 18,240
27,323
22,746
27,651
Diluted weighted average common shares outstanding 10,856,675
10,826,007
10,855,983
10,819,697

~~VSE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~September 30, 2017~~

Table of our revenue categories and evaluating the effect of adoption on our consolidated financial statements by assessing a selection of contracts. Based on the assessment we have completed thus far, we believe the primary impacts of adopting the new standard will be on (1) the timing of when we recognize revenue on our contracts with award fees, which is currently based on when we receive customer authorization will change to recognition of the award fees as the performance obligation is satisfied ~~resulting in revenue being recognized earlier in the contract period, (2) the timing of when we recognize revenues and costs on~~ ~~MRO services for aviation clients and~~ certain fixed price delivery contracts will change from the date of delivery to recognition over time as progress is made to satisfy the performance obligation, and (3) the pattern in which we recognize revenue on certain fixed price services contracts may change from a straight-line basis over the contract period to measuring progress using input measures, such as costs incurred. While we have identified these areas of change under the new standard, we are also identifying and implementing changes to our business processes, systems and controls to support adoption of the new standard in 2018. The new standard requires additional detailed disclosures regarding the company’s contracts with customers, including disclosure of remaining unsatisfied performance obligations, in the first quarter 2018 which we are continuing to assess. The new standard will be effective beginning January 1, 2018 and we intend to implement the standard with the modified retrospective approach, which recognizes the cumulative effect of application recognized on that date. The cumulative catch-up adjustment that will be recorded through shareholders’ equity on January 1, 2018 is still being quantified. We will continue evaluating the impact of the standard on our contract portfolio through the date of adoption.Contents

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

~~Executive~~General Overview

Our Business

We are a diversified aftermarket products and services company ~~that assists our clients in sustaining, extending the service life~~providing repair services, parts distribution, logistics, supply chain management and ~~improving the performance of their~~consulting services for land, sea and air transportation ~~equipment~~assets to government and ~~other assets and systems.~~commercial markets. We provide ~~sustainment~~logistics and distribution services for ~~mission critical~~ legacy systems and equipment and professional and technical services to the ~~United States Government (the "government"),~~government, including the ~~United States~~ Department of Defense ("DoD"), ~~the United States Postal Service ("USPS"), and other~~ federal civilian agencies, and to commercial ~~customers~~ and other customers. ~~Our largest customers are the DoD and USPS.~~ Our operations include supply chain management solutions, ~~and~~ parts supply ~~for vehicle fleets; parts supply~~and distribution, and maintenance, repair and overhaul ~~(“MRO”~~("MRO") services for vehicle fleet, aviation, ~~clients;~~and other customers. We also provide vehicle and equipment maintenance and ~~refurbishment; logistics; engineering;~~refurbishment, logistics, engineering support, energy ~~and environmental services;~~services, IT and health care IT ~~solutions;~~solutions, and consulting services.

Acquisition and Divestitures

In March 2021, we acquired HAECO Special Services, LLC ("HSS"), in an all cash transaction. HSS is a leading provider of fully integrated MRO support solutions for military and government aircraft. HSS offers scheduled depot maintenance, contract field deployment and unscheduled drop-in maintenance for the DoD primarily for the sustainment of the U.S. Air Force ("USAF") KC-10 fleet. The experienced workforce of HSS includes approximately 250 employeesoperating from two hangar locations in Greensboro, North Carolina. HSS is a subsidiary of VSE Corporation under our Federal & Defense Services segment.

In February 2020, we sold our subsidiary Prime Turbines, LLC ("Prime Turbines") and certain related inventory assets for $20.0 million in cash and a $8.3 million note receivable to be paid over a period from 2020 through 2024. Our Aviation segment discontinued turboprop engine MRO services, and will concentrate on higher growth potential component/accessory repair and parts distribution while further expanding our presence within the global commercial and general aviation markets. Prime Turbines' revenues totaled less than 1% of our revenue for 2020.

In June 2020, we sold all of the inventory of our subsidiary CT Aerospace, LLC ("CT Aerospace") for a $6.9 million note receivable to be paid to us over a period from 2020 through 2025. Our Aviation segment discontinued sales and leasing of engines and supply of used serviceable engine parts. CT Aerospace's revenues totaled less than 1% of our revenue for 2020.

See Note (2) "Acquisition and Divestitures" to our Consolidated Financial Statements included in Item 1 of this filing for additional information regarding our acquisition and divestitures.

Public Offering of Common Stock

In February 2021, we completed an underwritten public offering of common stock through the issuance of 1,599,097 shares of common stock, including an additional 170,497 shares that were issued pursuant to the underwriters' exercise of their option to purchase additional shares, at an offering price of $35.00 per share. We received net proceeds of approximately $52 million, after deducting underwriting discounts and other offering expenses of approximately $4 million. The net proceeds will be used for general corporate purposes, including financing strategic acquisitions and working capital requirements for new program launches.

Organization and Segments

Our operations are conducted within three reportable segments aligned with our ~~management groups: 1) Supply Chain Management; 2)~~operating segments: (1) Aviation; (2) Fleet; and 3)(3) Federal ~~Services. Beginning~~and Defense. We provide more information about each of these reportable segments under Item 1, "Business-History and Organization” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 ("2020 Form 10-K").

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Concentration of Revenues


		(in thousands)
	Three months ended March 31,
Source of Revenues			2021		%	2020		%
Commercial			$	59,101	36	$	67,294	38
DoD			45,888		28	64,134		36
Other government			59,992		36	45,990		26
Total			$	164,981	100	$	177,418	100

COVID-19 Discussion

Forward Looking Information

Disclosures that address business and operating considerations associated with the COVID-19 pandemic are made under highly uncertain conditions and may involve forward looking information that is based on assumptions and expectations regarding future events. For additional discussion on the uncertainties and business risks associated with the COVID-19 pandemic, refer to Item 1A, "Risk Factors" of our 2020 Form 10-K.

Demand for Products and Services, Operating Results, and Financial Condition

All of our businesses have remained operational since the onset of the COVID-19 pandemic through the end of the first quarter of 2021, and we continue to operate with limited disruption. We have experienced varying levels of reduction in ~~2017,~~demand for our services and products, and have adjusted our cost structure to support the current and near-term forecasted demand environment. The majority of the cost reductions occurred within our Aviation segment, as a decline in commercial aircraft revenue passenger miles contributed to a reduction in demand for aftermarket parts and MRO services. We currently anticipate demand levels within the Aviation segment will remain at decreased levels through the first half of 2021, pending a recovery in the broader market. This decrease in demand adversely impacted our operating results for 2020 and the first quarter of 2021, and we ~~have combined~~expect it will adversely impact our ~~former IT, Energy~~operating results for the first half of 2021.

While current conditions raise the potential for a decline in performance for our Fleet segment and ~~Management Consulting Group with~~ our Federal ~~Services Group.~~

~~Supply Chain Management Group~~ -and Defense segment, we anticipate limited disruption in demand for the products and services they offer, as compared to other industries, due to the nature of their government, defense and e-commerce customer bases. Our ~~Supply Chain Management Group provides sourcing, acquisition, scheduling, transportation, shipping, logistics, data management,~~parts supply for truck fleets, including the United States Postal Service ("USPS") delivery vehicles and ~~other~~our DoD program services, ~~to assist our clients with supply chain management efforts. Operations of this group are~~provide support for the essential services conducted by our ~~wholly owned~~customers.

We have not experienced a material adverse change in our financial condition at this time as a result of the COVID-19 pandemic; however, a prolonged disruption in the demand for our products and services could have an adverse impact on our operating results and cause a material adverse change in our financial condition. We will continue to evaluate the nature and extent of future impacts of the COVID-19 pandemic on our business.

Capital, Financial Resources, Credit Losses, and Liquidity

Our debt capital and liquidity position have not experienced a material adverse change resulting from the COVID-19 pandemic at this time, and we are meeting our obligations in a timely manner. We currently have sufficient cash flows and unused loan commitments to meet our obligations in the near term. Weakness in our Aviation segment customer markets has caused a delay in receivables collections and an increase in bad debt expense. This trend may continue in future periods. We do not anticipate receivables collections to negatively impact our Fleet or Federal and Defense segments.

We have a loan agreement with a bank group comprised of ten banks, including multiple large banks and multiple regional banks. Our revolving credit facility under this loan agreement provides $350 million in loan commitments, of which we have currently borrowed approximately 52%. The potential for additional declines in our earnings may impact our financial covenant ratios in future periods. Accordingly, in the second quarter of 2020 we amended the loan agreement to provide increased financial covenant flexibility through the end of 2021.

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Material Impairments, Restructuring Charges

Due to the continued market volatility caused by the COVID-19 pandemic, we performed an interim impairment analysis of our goodwill during the second quarter of 2020. Our interim analysis indicated that our reporting units in our Fleet and Federal and Defense segments had fair values substantially in excess of their carrying values, and we believe the COVID-19 pandemic induced economic crisis is not likely to have a material adverse impact on customer demand for products and services provided by these two segments. Accordingly, at this time we do not anticipate any impairments in these two business segments.

Our interim impairment analysis indicated that our VSE Aviation reporting unit, within our Aviation segment, had a fair value less than its carrying value and had incurred an impairment. We recognized a goodwill impairment charge of $30.9 million for our VSE Aviation reporting unit in the second quarter of 2020. Prior to the onset of the COVID-19 pandemic, our Aviation segment was performing strongly. Our VSE Aviation reporting unit experienced lower customer demand in 2020 and the first quarter of 2021 as compared to 2019, and we expect it will continue to experience lower customer demand during the first half of 2021, but we believe market opportunities will increase for us in the longer term. Accordingly, at this time we do not anticipate any further material impairments in our Aviation segment. However, should the magnitude and duration of the downturn be greater than we anticipated in our analysis, there could be further impairment.

Balance Sheet Asset Valuation

Our goodwill and intangible assets could be impacted by changes in economic conditions affecting our revenue projections and the market valuation of public companies. See "Material Impairments" above for further details. We do not believe that there are or will be significant changes in judgments in determining the fair value of other assets on our balance sheet or that our ability to timely account for them will be negatively impacted. While the COVID-19 pandemic may cause some delays in collecting some of our accounts receivable and potentially give rise to some bad debt write offs, we do not expect this to have a material impact on our accounts receivable. We have made opportunistic purchases of aviation parts, resulting in an increase in our inventory levels. While the COVID-19 pandemic has slowed demand for our products, we do not expect a material adverse impact to the carrying value of our inventory. If we experience further slowness in demand or if the lower level of demand lasts significantly longer than we anticipate, our inventory may be subject to valuation adjustments.

Administrative Continuity and Reporting Systems

We have modified our workforce policies, procedures and capabilities for most of our administrative personnel to work remotely, including our financial reporting personnel. This remote work arrangement is working as intended and has not had any adverse effect on our ability to maintain financial operations, including financial reporting systems, internal control over financial reporting, and disclosure controls and procedures.

Business Continuity Plans

As the COVID-19 pandemic continues to drive global uncertainty, we remain focused on protecting the safety of our employees, continuing to serve our customers with the highest quality product and repair services, and on upholding the strength of the business.

Our business operations are deemed critical and essential by the Federal and State governments. All of our repair, distribution and base operations facilities remain open and operational, and we continue to deliver products and services to customers without interruption. We implemented virus prevention protocols consistent with guidelines issued by the U.S. Centers for Disease Control and Prevention, and mandated remote working where practicable.

We do not anticipate any material expenditures or resource constraints in supporting our operations at this time.

Impact on Supply Chain

Major customers and suppliers of our Fleet, Federal and Defense, and Aviation segments remain open and continue to operate. Our Fleet segment customers provide essential services, and we, along with our suppliers, play a key role in keeping truck fleets operable. Our Federal and Defense segment customers continue their mission critical essential services. Our Aviation segment customers continue to operate, albeit at lower rates. While the overall economic downturn may cause some slowness in every industry, we do not anticipate any parts availability concerns, disruptions in our supply of materials or resources, or an adverse impact on our procurement capabilities or product costs.

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Health and Safety

The health and safety of our employees, customers and communities are of primary concern. We have taken significant steps to protect our workforce including but not limited to, working remotely. For our locations with an active on-site workforce, we implemented virus prevention protocols consistent with guidelines issued by the U.S. Centers for Disease Control and Prevention and are following local ordinances and guidance. We have taken steps at our facilities to ensure additional employee safety, including implementing separate operational shifts, strict social distancing requirements, providing personal protective equipment and stringent requirements for cleaning and sanitizing at our work sites. Our operations have not been materially impacted by any constraints or other impacts on our human capital resources and productivity and we do not expect any such material impact.

Travel Restrictions

Travel restrictions and border closures may limit the manner in which our sales and support staff service our customers. We do not anticipate this will have a material impact on our ability to continue to operate.

Business Trends

The following discussion provides a brief description of some of the key business factors impacting our results of operations detailed by segment.

Aviation Segment

The COVID-19 pandemic caused a reduction in global demand for air travel and decreased revenue passenger miles, which had an adverse impact on demand for our Aviation products and services. This caused a steep decline in our Aviation revenues in the second quarter of 2020. While decreased demand resulted in year over year revenue declines for subsequent quarters, we have seen sustained sequential quarterly revenue increases since the second quarter of 2020, including through the first quarter of 2021. We believe that this trend will continue into the second half of 2021. We have initiated several new distribution growth initiatives that have resulted in a 18% first quarter year over year distribution revenue increase, excluding prior year period revenue from divested business.

In the first quarter of 2020, we divested our Prime Turbines subsidiary, ~~Wheeler Bros., Inc.,~~a business offering turboprop engine MRO services. In the second quarter of 2020, we sold all of the inventory assets of our CT Aerospace subsidiary, a business offering turboprop engine and engine parts sales. We will no longer offer these services, focusing instead on higher-growth component/accessory repair and parts distribution.

We expect that the current disruption in market conditions will result in strategic opportunities for near and long-term growth. We intend to continue pursuing these opportunities, which ~~supports~~may require future investment.

Fleet Segment

Our Fleet segment continues to focus on both its core USPS and DoD customer base and commercial customer diversification. We are expanding our presence in both new and existing markets, including e-commerce solutions, private brand product sales, traditional parts supply, supply chain services, and just-in-time inventory programs to new commercial customers. Commercial customer revenue continues to see a strong growth trend, increasing approximately 64% during the ~~USPS,~~first quarter of 2021 compared to the same period in 2020, driven by a115% increase in e-commerce fulfillment revenues.

We believe the COVID-19 pandemic is likely to continue to have a limited adverse impact on revenues for this segment of our business, as demand from our commercial truck ~~fleets,~~fleet customers and ~~DoD with fleet management~~our e-commerce platforms has continued to see growth.

Federal and sustainment solutions, managed inventory services, and other vehicle parts solutions. The primary revenue source for this group is the USPS Managed Inventory Program ("MIP") that supplies vehicle parts and mission critical supply chain support for the USPS truck fleet.Defense Segment

~~Aviation Group~~ - Our Aviation Group provides parts supply and distribution, supply chain solutions, and MRO services for general aviation jet aircraft engines and engine accessories. This group offers a range of complimentary services and supplies to a diversified client base of corporate and private aircraft owners, regional airlines, aviation manufacturers, other aviation MRO providers, cargo transporters, and agricultural clients.

~~Federal Services Group~~ - Our Federal Services Group provides foreign military sales services, refurbishment services to extend and enhance the life of existing vehicles and equipment, fleet-wide ship and aircraft support, aircraft sustainment and maintenance, and other technical, management, engineering, logistics, maintenance, configuration management, prototyping, technology, and field support services to the U.S. Navy and Marine Corps, U.S. Army and Army Reserve, U.S. Air Force, and other customers. Significant workgrowth efforts for this ~~group include assistance~~segment have focused on redefining VSE in the federal marketplace, expanding our capability and product offerings and broadening our markets and offerings to ~~the U.S. Navy~~capture new business, and investing in ~~executing its Foreign Military Sales (“FMS”) Program for surface ships sold, leased or granted~~business development to ~~foreign countries,~~build our Red River Army Depot Equipment Related Services Program (“RRAD ERS”) providing on-site logistics support for Red River Army Depot at Texarkana, Texas, our Fort Benning Logistics Support Services Program supporting base operationscontract backlog in current and ~~logistics at Fort Benning, Georgia,~~new markets. Strong revenue performance in our U.S. ~~Army Reserve vehicle refurbishment~~Department of Justice program and ~~various vehicle and equipment refurbishment, maintenance and sustainment programs for U.S. Army commands, and various task orders under~~new revenues from the U.S. Air Force ~~Contract Field Teams (“CFT”) Program.~~

~~Beginning~~work performed by our HSS acquisition enabled us to successfully keep first quarter revenue for this segment consistent with the same period of the prior year despite anticipated declines in ~~2017,~~ our ~~Federal Services Group includes~~U.S. Army work due to program completions and a decline in our wholly owned subsidiaries Energetics Incorporated ("Energetics") and Akimeka, LLC ("Akimeka"). Energetics provides technical, policy, business, and management support in areas of energy modernization, clean and efficient energy, climate change mitigation, and infrastructure protection. Akimeka offers solutions in fields that include medical logistics, medical command and control, e-health, information assurance, public safety, enterprise architecture development, business continuity, program and portfolio management, network IT services, cloud managed services, systems design and integration, quality assurance services, and product and process improvement services. Energetics and Akimeka clients include various DoD and federal civilian agencies, including the United States Departments of Energy, Homeland Security, Commerce, Treasury, and Interior; the Social Security Administration; the National Institutes of Health; customers in the military health system; and other government agencies and commercial clients.

U.S. Navy work.

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Concentration of Revenues
(dollars in thousands)
For the nine months ended September 30,
2017 2016
Source of Revenue Revenues % Revenues %
USPS $ 136,261
24 $ 135,025
28
FMS Program 130,306
23 95,258
20
Other 298,751
53 246,606
52
Total revenues $ 565,318
100 $ 476,889
100

We expect the COVID-19 pandemic to continue to have a limited adverse impact on revenues for this segment, as the U.S. government is expected to maintain critical DoD preparedness programs.

~~Management Outlook~~

Financial Statement Presentation

The following discussion provides a brief description of certain key items that appear in our consolidated financial statements:

Revenues

Revenues are derived from the delivery of products and from professional and technical services performed through various ordering agreements and contract agreements. Our ~~sharpened focus~~Federal and Defense segment's revenue results from services provided on longer term ~~growth in recent years has produced year over year increases in consolidated revenue~~contracts, including cost-type, fixed-price, and time and materials. Revenues from these contract types result from work performed on these contracts and from costs for materials and other work-related contract allowable costs. Revenues from our Aviation and Fleet segment are derived from repair and distribution services primarily through ~~the third quarter~~shorter term purchase orders from customers.

Costs and Operating Expenses

Costs and operating expenses consist primarily of ~~2017. Our Federal Services Group has been the primary driver~~cost of inventory and delivery of our ~~2017 increases,~~products sold; direct costs, including labor, material, and ~~our Supply Chain Management Group has also contributed to~~supplies used in the ~~increase. We are pursuing initiatives in each~~performance of our ~~groups to sustain~~contract work; indirect costs associated with our ~~growth.~~

~~Revenue on~~direct contract costs; sales, general, and administrative expenses associated with our ~~FMS Program~~operating segments and corporate management; and certain costs and charges arising from nonrecurring events outside the ordinary course of business. These costs will generally increase or decrease in conjunction with our level of products sold or contract work performed. Costs and operating expenses also include expense for amortization of intangible assets acquired through our acquisitions. Expense for amortization of acquisition related intangible assets is included in the ~~first nine months~~segment results in which the acquisition is included. Segment results also include expense for an allocation of ~~2017 increased 37% year over year,~~corporate management costs. We reduced controllable costs during 2020 in line with the anticipated decrease in demand resulting ~~in part~~ from the transfer of two frigates to Taiwan completed in March 2017, and from intensified marketing efforts to support FMS client countries. Revenue from our equipment sustainment, refurbishment, logistics support, and parts supply services for our U.S. Army clients also increased. Our contract funded backlog remains strong, which we believe should continue to benefit our DoD revenues. We are well positioned in our pursuit of opportunities to expand our services supporting our traditional government clients, and to capture new work for which our Federal Services Group can team with our Aviation Group to provide enhanced competencies to a wider range of government and international clients.COVID-19 pandemic.

We have directed resources and management efforts to diversify and expand our Supply Chain Management Group operational capacity, market channels, and client base. It is notable that revenue growth for this group has been provided by growth of parts sales to the DoD and increased supply chain and inventory management support for commercial vehicle fleets. Parts sales to DoD and other government agencies have increased 83% and revenue from commercial customers has increased 25% on a year to date basis through the third quarter of 2017. Through our direct marketing efforts, we are capturing and on-boarding new commercial customers at an accelerated pace. Our commercial client base now includes companies in food distribution, oil field services, waste management, linen and uniform, commercial long haul shipping, bus transportation, and other clients that have vehicle fleets required to meet mission critical delivery or service schedules. We are also capturing new customers and increasing revenue using e-commerce solutions. We are in the beginning stages in our relationship with many of these new clients, and we look forward to further developing these relationships and adding new clients to grow our revenues from commercial markets.

We continue to closely monitor the USPS delivery vehicle procurement efforts and are positioning ourselves to support both newly procured vehicles as they are placed in service and old vehicles that remain in service. Overall, USPS buying levels of parts and services provided by our Supply Chain Management Group to support the current vehicle fleet have been steady. While we cannot predict with certainty the impact of the USPS new delivery vehicle deployment on our future revenues, we believe that our years of service and knowledge of this client’s needs strategically position us to continue to serve as a key strategic vehicle fleet sustainment partner. We will remain agile and support this client during its complex vehicle procurement initiative.

Our Aviation Group is pursuing multiple opportunities to promote future revenue growth. This includes teaming with our Federal Services Group to provide aviation related logistics, material sourcing, and maintenance, repair and overhaul (“MRO”) support to our U.S. and international government client base, and extending our gas turbine MRO competency to maritime applications. We are pursuing new aviation supply chain and distribution agreements with key original equipment manufacturers and adding new MRO engine programs to our offerings. We are expanding our geographic distribution footprint and strengthening our international business development efforts through key strategic relationships and hiring initiatives.

We have reduced our bank debt during the second and third quarters of 2017 by approximately $35 million and our leverage ratio has declined. We anticipate further progress in this regard as we go forward.

Bookings and Funded Backlog

Revenues for federal government contract work performed by our Federal ~~Services Group~~and Defense segment depend on contract funding (“("bookings”), and bookings generally occur when contract funding documentation is received. Funded contract backlog is an indicator of potential future revenue. While bookings and funded contract backlog generally result in revenue, we may occasionally have funded contract backlog that expires or is de-obligated upon contract completion and does not generate revenue.

For the first quarter of 2021, Federal and Defense segment bookings decreased 6% year-over-year to $63 million, while total funded backlog declined 6% year-over-year to $188 million. The decline in funded backlog was primarily attributable to the completion of certain DoD contracts in 2020. The current management team is focused on revitalizing this business, with an emphasis on growing backlog to promote future revenue growth.

A summary of our bookings and revenues for our Federal ~~Services Group~~and Defense segment for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, and funded contract backlog as of ~~September 30, 2017~~March 31, 2021 and ~~2016 was~~2020 is as follows (in millions):


	2021		2020
Bookings	$	63	$	67
Revenues	$	66	$	66
Funded Contract Backlog	$	188	$	201

2017 2016
Bookings $ 398
$ 405
Revenues $ 306
$ 225
Funded Contract Backlog $ 403
$ 400

~~Recently Issued Accounting Pronouncements~~

~~For a description of recently announced accounting standards, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see~~ ~~Recently Issued Accounting Pronouncements~~ ~~in Note 9 of the Notes to our Unaudited Consolidated Financial Statements in this report.~~

Critical Accounting Policies, Estimates and Judgments

Our consolidated financial statements are prepared in accordance with United States generally accepted accounting principles ~~generally accepted in the United States,~~("U.S. GAAP"), which require us to make estimates and assumptions. ~~See~~Certain critical accounting policies affect the more significant accounts, particularly those that involve judgments, estimates and assumptions used in the preparation of our ~~2016 Form 10-K for a full discussion~~consolidated financial statements. The development and selection of these critical accounting policies have been determined by our management. We have reviewed our critical accounting policies and estimates with the audit committee of our board of directors. Due to the significant judgment involved in selecting certain of the assumptions used in these policies, it is possible that

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different parties could choose different assumptions and reach different conclusions. We consider our policies relating to the following matters to be critical accounting policies.

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 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.

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 ~~Contract Type~~our employees and our subcontractors and from costs for materials and other work-related costs allowed under our contracts.

~~Federal government~~Revenues on cost-type contracts are recorded as contract allowable costs are incurred and fees are earned. Variable consideration, typically in the form of award fees, 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 byover the period. Revenue is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our ~~Federal Services Group under three general government~~performance obligations. Incurred cost represents work performed, which corresponds with the transfer of control to the customer. For such contracts, we estimate total costs at the inception of the contract ~~types. Revenues~~based on our assumptions of the cost elements required to complete the associated tasks of the contract and assess the effects 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 ~~Supply Chain Management~~subcontractors. These cost estimates are subject to change as we perform under the contract and ~~Aviation groups~~as a result, the timing of revenues and amount of profit on a contract may change as there are ~~generated under ordering or sales agreements,~~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 ~~this revenue~~materials 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.

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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 ~~classified~~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 ~~government contract type.~~the Defense Contract Audit Agency. Our ~~revenues~~indirect cost rates have been audited and approved for 2017 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.

Business Combinations

We account for business combinations under the acquisition method of accounting. The purchase price of each business acquired is allocated to the tangible and intangible assets acquired and the liabilities assumed based on information regarding their respective fair values on the date of acquisition. Any excess of the purchase price over the fair value of the separately identifiable assets acquired and liabilities assumed is allocated to goodwill. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, and market multiples, among other items. We determine the fair values of intangible assets acquired generally in consultation with third-party valuation advisors. The valuation of assets acquired and liabilities assumed requires a number of judgments and is subject to revision as additional information about the fair values becomes available. We will recognize any adjustments to provisional amounts that are ~~classified~~identified during the period not to exceed twelve months from the acquisition date (the "measurement period") in which the adjustments are determined. Acquisition costs are expensed as ~~follows (dollars~~incurred. The results of operations of businesses acquired are included in ~~thousands):~~the consolidated financial statements from their dates of acquisition.

As part of the agreement to acquire certain subsidiaries, we may be obligated to pay contingent consideration should the acquired entity meet certain earnings objectives subsequent to the date of acquisition. As of the acquisition date, contingent consideration is recorded at fair value as determined through the use of a probability-based scenario analysis approach. Under this approach, a set of potential future subsidiary earnings is estimated based on various revenue growth rate assumptions for each scenario. A probability of likelihood is then assigned to each potential future earnings estimate and the resultant contingent consideration is calculated and discounted using a weighted average discount rate. The fair value is measured each reporting period subsequent to the acquisition date and any changes are recorded within cost and operating expenses within our consolidated statement of income. Changes in either the revenue growth rates, related earnings or the discount rate could result in a material change to the amount of the contingent consideration accrued.

Nine months ended September 30,
Contract Type 2017 % 2016 %
Cost-type $ 163,275
29 $ 122,892
26
Fixed-price 72,941
13 52,895
11
Time and materials 69,436
12 48,724
10
Total Federal Services revenues 305,652
54 224,511
47
Supply Chain Management and Aviation revenues 259,666
46 252,378
53
Total revenues $ 565,318
100 $ 476,889
100

Goodwill and Intangible Assets

Goodwill is subject to a review for impairment at least annually. We perform an annual review of goodwill for impairment during the fourth quarter and whenever events or other changes in circumstances indicate that the carrying value may not be fully recoverable. We estimate the fair value of our reporting units using a weighting of fair values derived from the income approach ~~market approach,~~ and ~~comparative transactions approach with the heaviest weighting placed on the income~~market approach. Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on our estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on a weighted average cost of capital adjusted for the relevant risk associated with the characteristics of the business and the projected cash flows.

In the second quarter of 2020, due to the significant decline in our market capitalization as well as an overall stock market decline amid market volatility as a result of the COVID-19 pandemic, we performed an interim impairment test utilizing a quantitative assessment approach. Based on the assessment, our VSE Aviation reporting unit was determined to be impaired and a $30.9 million impairment charge was recognized. This impairment charge resulted from changes to estimates and assumptions of the expected future cash flows for the reporting unit, which were adversely impacted by reduced global air travel and decreased passenger miles caused by the COVID-19 pandemic. As of the most recent annual goodwill impairment testing date in the fourth quarter of ~~2016, we~~2020, for which a qualitative assessment approach was utilized, it was determined that it is more likely than not that the fair value of our reporting units exceeded their carrying value. As described in our 2020 Form 10-K, there was uncertainty surrounding the macroeconomic factors impacting the VSE Aviation reporting unit and a downturn in these factors or a change in the long-term revenue growth or profitability for this reporting unit could increase the likelihood of a future impairment.

Our VSE Aviation reporting unit had approximately $144 million of goodwill as of March 31, 2021. The goodwill balance of this reporting unit continues to be at risk for future impairment for the reasons discussed above.

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We performed ~~our annual goodwill~~a quarterly assessment to identify potential indicators of impairment ~~analysis~~ for each of our reporting units ~~with goodwill. The results~~during the first quarter of 2021. Based on our assessment performed, we did not identify any impairment indicators for any reporting unit during the first quarter of 2021 and determined that it was not more likely than not that the carrying value of any of the ~~impairment analysis indicated that our~~ reporting units ~~had~~exceeded their respective fair ~~values substantially in excess~~values. We will continue to closely monitor the operational performance of ~~their carrying values with~~these reporting units and the ~~exception~~impacts of ~~our Akimeka and VSE Aviation reporting units.~~

~~The~~COVID-19 on the fair value of goodwill.

We also review our ~~Akimeka reporting unit, within our Federal Services Group, exceeded its~~long-lived assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying ~~value by approximately 7% as~~amounts of ~~our 2016 annual goodwill~~the assets may not be fully recoverable. During the first quarter of 2021, we performed a quarterly assessment to identify potential indicators of impairment ~~analysis. Akimeka had experienced a reduction in services performed in prior years due to a decline in services ordered by clients on contracts and a loss~~ of ~~work performed on expiring contracts for which~~ the ~~follow-on work was often awarded to small businesses as set-aside contracts.~~long-lived assets with finite lives. Based on ~~these circumstances and Akimeka's revenues and operating income for~~our assessment, we did not identify any impairment indicators during the first ~~nine months~~quarter of ~~2017, we performed an interim goodwill impairment during the third quarter. The result of this impairment analysis shows~~2021 that Akimeka’s fair value exceeded its carrying value by approximately 12%. Based on the results of our analysis, our assessment is that we remain at risk of a future goodwill impairment if there is further deterioration of projected cash flows or negative changes in market factors, such as an increase in the weighted average cost of capital used in the income approach or decreases in the market multiples used in the market approach. The carrying value of Akimeka as of September 30, 2017 included goodwill of approximately $29.8 million.

The fair value of our VSE Aviation reporting unit, within our Aviation Group, exceeded its carrying value by approximately 10% as of our 2016 annual goodwill impairment analysis. While there has not been a significant contract or customer loss, VSE Aviation’s revenue and operating income for the first nine months of 2017 did not meet our cash flow projections utilized in our 2016 annual impairment analysis. This decrease was primarily related to a decreased demand for new parts and slower than anticipated development of new business opportunities. We believe that these conditions are temporary andmay indicate that the ~~overall outlook for our Aviation business remains consistent with our long-term projections. However, based on the current operating performance, we have determined that VSE Aviation is at risk~~carrying amount of ~~a future goodwill impairment if there are future declines in our projections or if we are unsuccessful in implementing our revenue growth plans. Additionally, the fair value could~~long-lived assets may not be adversely affected by other market factors such as an increase in the weighted average cost of capital used in the income approach or decreases in the market multiples used in the market approach. The carrying value of our VSE Aviation reporting unit included goodwill of approximately $104.5 million as of September 30, 2017.recoverable.

As of ~~September 30, 2017,~~March 31, 2021, we ~~have~~had no intangible assets with indefinite lives and we had an aggregate of approximately ~~$199~~$238 million of goodwill associated with our acquisitions.

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 and capital 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.

Recently Issued Accounting Pronouncements

For a description of recently announced accounting standards, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see "Recently Issued Accounting Pronouncements” in Note (11) of the Notes to our Unaudited Consolidated Financial Statements in Item 1 of this report.

Results of Operations

~~Our results~~The following discussion of ~~operations are as follows (dollars in thousands):~~our Results of Operations and Liquidity and Capital Resources includes a comparison of the first quarter of 2021 to the first quarter of 2020.


	Three months					Change
	ended March 31,						Three
		2021		2020				Months
Revenues		$	164,981	$	177,418			$	(12,437)
Costs and operating expenses		155,378		161,256				(5,878)
Loss on sale of a business entity and certain assets		—		(7,536)				7,536
Gain on sale of property		—		1,108				(1,108)

Operating income		9,603		9,734				(131)
Interest expense, net		3,030		3,486				(456)
Income before income taxes		6,573		6,248				325
Provision for income taxes		1,462		2,916				(1,454)
Net income		$	5,111	$	3,332			$	1,779

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Three months Nine months Change
ended September 30, ended September 30, Three Nine
2017 2016 2017 2016 Months Months
Revenues $ 174,164
$ 172,780
$ 565,318
$ 476,889
$ 1,384
$ 88,429
Costs and operating expenses 161,927
159,157
523,880
438,646
2,770
85,234
Operating income 12,237
13,623
41,438
38,243
(1,386 ) 3,195
Interest expense, net 2,347
2,509
7,158
7,406
(162 ) (248 )
Income before income taxes 9,890
11,114
34,280
30,837
(1,224 ) 3,443
Provision for income taxes 3,251
4,026
12,541
11,228
(775 ) 1,313
Net income $ 6,639
$ 7,088
$ 21,739
$ 19,609
$ (449 ) $ 2,130
Quarter Ended March 31, 2021 Compared to Quarter Ended March 31, 2020

Revenues

Our revenues ~~increased~~decreased approximately $1$12.4 million or ~~1%, for the third quarter of 2017, and approximately $88 million or 19%~~ 7.0%for the first ~~nine months~~quarter of ~~2017, as~~2021 compared to the same ~~periods of 2016. Revenues from our Federal Services Group increased~~period for the ~~third quarter~~prior year. The decrease in revenues resulted from a decrease in our Aviation segment of approximately $13.7 million and ~~for the first nine months. Revenues from~~an increase in our ~~Supply Chain Management Group were~~Fleet segment of approximately $1.5 million. Our Federal and Defense segment revenue was substantially unchanged from the same period in the prior year. See "Segment Operating Results" for ~~the third quarter and increased for the first nine months. Revenues from~~a breakdown of our ~~Aviation Group decreased for the third quarter and for the first nine months.~~results of operations by segment.

Costs and operating expenses consist primarily of cost of inventory and delivery of our products sold; direct costs including labor, material, and supplies used in the performance of our contract work; indirect costs associated with our direct contract costs; sales, general, and administrative expenses associated with our operating groups and corporate management; and certain costs and charges arising from nonrecurring events outside the ordinary course of business. These costs will generally increase or decrease in conjunctionOperating Expenses

with our level of products sold or contract work performed. Costs and operating expenses also include expense for amortization of intangible assets acquired through our acquisitions. Expense for amortization of acquisition related intangible assets is included in the segment results in which the acquisition is included. Segment results also include expense for an allocation of corporate management costs.

Our costs and operating expenses ~~increased~~decreased approximately $3$5.9 million or ~~2% for the third quarter of 2017, and approximately $85 million or 19%~~3.6% for the first ~~nine months~~quarter of ~~2017, as~~2021 compared to the same ~~periods of 2016.~~period for the prior year. Costs and operating expenses for our ~~Federal Services~~operating segments increase and ~~Supply Chain Management groups increased for~~decrease in conjunction with the ~~third quarter~~level of business activity and ~~for the first nine months.~~revenues generated by each segment. Costs and operating expenses for 2020 included approximately $300 thousand of earn-out adjustment expense.

Loss on Sale of a Business Entity and Certain Assets

Loss on sale of a business entity and certain assets of $7.5 million in 2020 is comprised of the difference between the carrying value on our ~~Aviation Group decreased~~books for our Prime Turbines, LLC business and the ~~third quarter~~sale price upon divestiture, plus the difference between the carrying value on our books of inventory sold that is used to support the operations of our divested Prime Turbines, LLC business and ~~for~~ the ~~first nine months.~~sale price of the inventory upon divestiture.

Gain on Sale of Property

Gain on sale of property in 2020 is comprised of $1.1 million associated with the sale of a Miami, Florida real estate holding.

Operating Income

Our operating income decreased approximately $1$0.1 million or ~~10% for the third quarter of 2017, and increased approximately $3 million or 8%~~1% for the first ~~nine months~~quarter of ~~2017, as~~2021 compared to the same ~~periods of 2016.~~period for the prior year. Operating income ~~from~~for 2020 was decreased by $7.5 million due to the loss on the sale of Prime Turbines LLC and certain assets and increased by approximately $1.1 million related to the gain on the sale of the real estate holding in Miami, Florida. Operating income increased approximately $1.5 million for our Aviation segment, decreased approximately $1.2 million for our Fleet segment, and increased approximately $101 thousand for our Federal ~~Services Group increased for the third quarter~~ and ~~for the first nine months of 2017. Operating income from our Supply Chain Management and Aviation groups decreased for the third quarter and for the first nine months of 2017.~~Defense segment.

~~Changes in revenues, costs and operating expenses, and operating income are further discussed in the summaries of our segment results that follow.~~Interest Expense

Interest expense decreased approximately ~~$248~~$456 thousand for the first ~~nine months~~quarter of ~~2017, as~~2021 compared to the same period ~~of 2016,~~for the prior year due ~~primarily~~ to a decrease in our average level of bank borrowing in 2017. Interest expense also includes interest associated with capitalized construction costs related to our executive and administrative headquarters facility lease. The amount of interest expense associated with this capital lease inamounts borrowed.

Provision for Income Taxes

Our effective tax rate was 22.2% for the first ~~nine months~~quarter of ~~2017 was approximately $1.1 million, as compared to $1.2 million~~ 2021 and 46.7%for the same period of ~~2016.~~

Our effective tax rate was 36.6% and 36.4% for the nine months ended September 30, 2017 and 2016, respectively. Income tax expense during interim periods is based on our estimated annual effective income tax rate plus any discrete items that are recorded in the period in which they occur.2020. Our tax rate is affected by discrete items that may occur in any given year but may not be consistent from year to year.

~~Supply Chain Management Group Results~~

Capital gains tax treatment, state income taxes, certain tax credits and other items caused differences between our statutory U.S. Federal income tax rate and our effective tax rate. Other permanent differences and federal and state tax credits such as foreign derived intangible income ("FDII") deduction, the work opportunity tax credit, and educational improvement tax credits provide benefit to our tax rates. The ~~results of operations for our Supply Chain Management Group are as follows (dollars in thousands):~~

Three months Nine months Change
ended September 30, ended September 30, Three Nine
2017 2016 2017 2016 Months Months
Revenues $ 51,174
$ 51,152
$ 163,663
$ 152,080
$ 22
$ 11,583
Costs and operating expenses 42,996
42,403
138,052
125,480
593
12,572
Operating income $ 8,178
$ 8,749
$ 25,611
$ 26,600
$ (571 ) $ (989 )
Profit percentage 16.0 % 17.1 % 15.6 % 17.5 %

Revenues for our Supply Chain Management Group remained substantially unchanged for the third quarter of 2017 and increased approximately $11.6 million or 8% for the nine months ended September 30, 2017, as compared to the same periods of 2016. Revenues from sales to the USPS decreased approximately $600 thousand for the third quarter and increased approximately $1.2 million for the nine months. Revenues from sales to other customers, including sales to government and commercial customers, increased approximately $638 thousand or 10% for the third quarter and approximately $10.3 million or 60% for the nine months. Costs and operating expenses increased by approximately $593 thousand or 1% for the third quarter and approximately $12.6 million or 10%higher effective tax rate for the first ~~nine months,~~quarter of 2020 primarily resulted from a full valuation allowance established to offset the capital loss benefit in connection with our sale of Prime Turbines due to a lack of anticipated capital gain income in the ~~increase in revenues.~~carryforward period.

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Segment Operating income decreased by approximately $571 thousand or 7% for the third quarter of 2017 and decreased approximately $989 thousand or 4% for the first nine months of 2017. Lower margins were attributable to increased competition for our USPS vehicle parts sales and to lower margins typically associated with DoD sales.Results

Aviation ~~Group~~Segment Results

The results of operations for our Aviation ~~Group~~segment are ~~as follows (dollars in~~(in thousands):


	Three months							Change
	ended March 31,								Three
		2021			2020					Months
Revenues		$	44,371		$	58,080				$	(13,709)
Costs and operating expenses		44,703			53,532					(8,829)
Loss on sale of a business entity and certain assets		—			(7,536)					7,536
Gain on sale of property		—			1,108					(1,108)

Operating loss		$	(332)		$	(1,880)				$	1,548
Loss percentage		(0.7)		%	(3.2)		%

Three months Nine months Change
ended September 30, ended September 30, Three Nine
2017 2016 2017 2016 Months Months
Revenues $ 31,059
$ 34,688
$ 96,003
$ 100,298
$ (3,629 ) $ (4,295 )
Costs and operating expenses 29,076
30,738
89,105
90,402
(1,662 ) (1,297 )
Operating income $ 1,983
$ 3,950
$ 6,898
$ 9,896
$ (1,967 ) $ (2,998 )
Profit percentage 6.4 % 11.4 % 7.2 % 9.9 %

Revenues for our Aviation ~~Group~~segment decreased approximately ~~$3.6~~$13.7 million or ~~10% for the third quarter of 2017 and decreased approximately $4.3 million or 4% for the nine months ended September 30, 2017, as~~ 24%compared to the same ~~periods~~period of ~~2016.~~the prior year. Repair revenues decreased approximately $14.5 million, partially offset by an increase in distribution revenues of approximately $783 thousand. The revenue declines are primarily attributable to 1) the impact of the COVID-19 pandemic on the broader aviation markets that has lowered demand from our Aviation customers, 2) the divestiture of Prime Turbines in February 2020 and 3) the sale of all of CT Aerospace inventory in June 2020. We did not have revenue for these two divested businesses for the first quarter of 2021 compared to combined revenues for these businesses of approximately $7.9 million for the first quarter of 2020. Revenues ~~were adversely affected by a decrease in~~for our Aviation segment non-divested businesses decreased approximately $5.8 million or 12% for the ~~demand in our parts distribution businesses.~~first quarter of 2021 compared to the same period of the prior year.

Costs and operating expenses decreased by approximately ~~$1.7~~$8.8 million or ~~5% for the third quarter of 2017 and decreased approximately $1.3 million or 1%~~16% for the first ~~nine months of 2017, primarily~~quarter due to the ~~decrease~~decreased demand for our products and services, cost reduction actions implemented in ~~revenues. For~~response to the ~~first nine months~~reduction in demand, and the elimination of ~~2016,~~ costs and expenses associated with our divested businesses. Costs and operating expenses ~~were reduced by~~for this segment included expenses for amortization of intangible assets associated with acquisitions, allocated corporate costs, and a reduction in expense for valuation adjustments to accrued earn-out obligations associated with acquisitions. Expense for amortization of intangible assets was approximately ~~$1.3~~$2.1 million for athe first quarter of 2021 compared to approximately $2.5 million for the first quarter of 2020. Allocated corporate costs were approximately $2.0 million for the first quarter of 2021 compared to approximately $2.1 million for the first quarter of 2020. There was no expense for earn-out valuation adjustments for the first quarter of 2021 compared to earn-out valuation adjustment toexpense of approximately $300 thousand in the ~~accrued earn-out obligation~~first quarter of 2020.

Loss on sale of a business entity and certain assets of$7.5 millionfor the first quarter of 2020 is comprised of the difference between the carrying value on our books for our Prime Turbines business and certain associated assets and the sale price upon divestiture in the first quarter of 2020.

Gain on sale of property for the first quarter of 2020 is comprised of approximately $1.1 million associated with the ~~acquisition~~sale of ~~our aviation businesses and were increased by approximately $300 thousand due to expense associated with~~ a ~~settlement agreement.~~Miami, Florida real estate holding.

~~Our operating income~~Operating loss decreased approximately $2$1.5 million or ~~50% for the third quarter of 2017, and approximately $3 million or 30%~~82% for the first ~~nine months~~quarter of ~~2017, as~~2021 compared to the same ~~periods~~period for the prior year. Components of ~~2016. Factors affecting~~ the change in operating loss included the elimination of profits from our ~~operating income~~divested businesses in 2020 of approximately $1.2 million, a decline in profits for ~~the third quarter included~~our continuing businesses in 2021 due to a decrease in demand for products and services associated with the ~~demand~~COVID-19 pandemic, a$7.5 million loss on the divestiture of Prime Turbines and associated assets in 2020 and a$1.1 million gain on the sale of a real estate property in 2020.

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Fleet Segment Results

The results of operations for our ~~parts distribution businesses and decreases in operating income from engine MRO services. Factors affecting the change in~~Fleet segment are (in thousands):


	Three months							Change
	ended March 31,								Three
		2021			2020					Months
Revenues		$	54,747		$	53,204				$	1,543
Costs and operating expenses		49,006			46,298					2,708
Operating income		$	5,741		$	6,906				$	(1,165)
Profit percentage		10.5		%	13.0		%

Revenues for our ~~operating income~~Fleet segment increased approximately $1.5 million or 3% for the first ~~nine months included~~quarter of 2021 compared to the first quarter of 2020. Revenues from commercial customers increased approximately $5.6 million or 64%, driven by growth in our e-commerce fulfillment business. Revenues from sales to DoD customers decreased approximately $1.5 million or 32%, and revenues from sales to other government customers decreased approximately $2.6 million or 7% primarily due to decreased demand from these customers.

Costs and operating expenses increased approximately $2.7 million or 6%, primarily due to increased revenues. Costs and operating expenses for this segment include expense for amortization of intangible assets associated with acquisitions and allocated corporate costs. Expense for amortization of intangible assets was approximately $1.8 million for the first quarter of 2021 and approximately $2.0 million for the first quarter of 2020. Expense for allocated corporate costs was approximately $2.3 million for the first quarter of 2021 and approximately $1.8 million for the first quarter of 2020.

Operating incomedecreased approximately $1.2 million or 17%for the first quarter of 2021, primarily due to a ~~decrease~~change in the ~~demand in our parts distribution businesses,~~mix of products sold, including increased commercial customer revenues and an increase in operating income from engine MRO services and engine accessories services, and the adjustments to 2016 operating income for the earn-out obligation valuation adjustment and the settlement agreement expense mentioned above.allocated corporate costs.

Federal ~~Services Group~~and Defense Segment Results

The results of operations for our Federal ~~Services Group~~and Defense segment are ~~as follows (dollars in~~(in thousands):


	Three months							Change
	ended March 31,								Three
		2021			2020					Months
Revenues		$	65,863		$	66,134				$	(271)
Costs and operating expenses		60,838			61,210					(372)
Operating income		$	5,025		$	4,924				$	101
Profit percentage		7.6		%	7.4		%

Three months Nine months Change
ended September 30, ended September 30, Three Nine
2017 2016 2017 2016 Months Months
Revenues $ 91,931
$ 86,940
$ 305,652
$ 224,511
$ 4,991
$ 81,141
Costs and operating expenses 89,338
85,290
295,149
219,470
4,048
75,679
Operating Income $ 2,593
$ 1,650
$ 10,503
$ 5,041
$ 943
$ 5,462
Profit percentage 2.8 % 1.9 % 3.4 % 2.2 %

Revenues and cost and operating expenses for our Federal ~~Services Group increased approximately $5.0 million or 6%~~and Defense segment were substantially unchanged from the same period in the prior year.Strong revenue performance in our U.S. Department of Justice program and new revenues from the U.S. Air Force work performed by our HSS acquisition enabled us to successfully keep first quarter revenue for this segment consistent with the ~~third quarter~~same period of ~~2017~~the prior year despite anticipated declines in our U.S. Army work due to program completions and ~~approximately $81.1 million or 36% for the nine months ended September 30, 2017, as~~a decline in our U.S. Navy work.

Operating income was substantially unchanged compared to the same periods of 2016. Items affecting our third quarter revenue on a year to year comparative basis include a net increase in revenues of approximately $7 million on various U. S. Army contracts, a decrease of approximately $6 million in revenues on our FMS Program, and changes in the level of work on other program efforts. Items affecting our first nine months revenue on a year to year comparative basis include an increase of approximately $35 million in revenues on our FMS Program, increased revenues of approximately $24 million due to the start of our RRAD ERS Program in the second quarter of ~~2016, and changes~~2020. We anticipate continued margin improvements driven by higher margins in ~~the level of work on other program efforts.~~our new work.

Costs and operating expenses increased approximately $4 million or 5% for the third quarter of 2017 and approximately $75.7 million or 34% for the first nine months of 2017, as compared to the same periods of 2016. The increases in costs and operating expenses are primarily attributable to the increased level of work associated with our revenue increases.

Operating income increased by approximately $943 thousand or 57% for the third quarter of 2017 and approximately $5 million or 108% for the first nine months of 2017, compared to the same periods of 2016. The increases in operating income resulted primarily from an increase of award fees earned on our FMS Program of approximately $2.3 million for the first nine months; from an improvement in profit margins on vehicle and equipment refurbishment, maintenance, and sustainment work supporting various U.S. Army and Army Reserve programs; and from increases in revenues. Award fee evaluations on our FMS program occur three times per year. We typically recognize award fee revenue and income on this program in the first, second, and fourth quarters each year. Operating income was adversely affected by a contract related loss of approximately $1.2 million for the third quarter and approximately $1.6 million for the first nine months of 2017. We expect no further loss on this contract prior to its expected completion in the fourth quarter of 2017.

Financial Condition

There has been no material adverse change in our financial condition in the first ~~nine months~~quarter of ~~2017.~~2021. Our bank debt increased approximately $2.2 million and we had $167 million of unused bank loan commitments as of March 31, 2021. In February 2021, we completed an underwritten public offering of common stock, generating gross proceeds of approximately $56 million and net proceeds of approximately $52 million through the issuance of 1,599,097 shares of common stock. Changes to other asset and liability accounts were primarily due ~~primarily~~ to our ~~earnings,~~earnings; our level of business ~~activity,~~activity; the timing and level of inventory purchases to

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support new distribution programs, contract delivery schedules, and subcontractor and vendor payments required to perform our contract ~~work, and~~work; the timing of ~~associated billings to~~government contract funding awarded; and collections from our customers.

Liquidity and Capital Resources

Cash Flows

Cash and cash equivalents ~~increased~~decreased approximately ~~$44~~$31 thousand during the first ~~nine~~three months of ~~2017.~~2021.

Cash used in operating activities was approximately $36.4 million in the first three months of 2021 compared to cash provided by operating activities ~~increased~~of approximately ~~$11.1~~$6.8 million in the ~~first nine months~~same period of ~~2017 as compared to~~ the ~~first nine months of 2016.~~prior year. The change ~~is primarily attributable to~~was comprised of an increase of approximately ~~$6.3~~$1.8 million in cash provided by net income, a decrease of approximately $6.9 million in other non-cash operating activities and a decrease of approximately $38.0 million due to changes in the levels of operating assets and ~~liabilities, an increase~~liabilities.

Inventories and accounts receivable represent a significant amount of our assets, and accounts payable represent a significant amount of our operating liabilities. Cash used related to increases in inventory was approximately ~~$2.7~~$28.9 million, cash used related to increases in ~~non-cash operating activities,~~receivables and ~~an increase~~unbilled receivables was approximately $20.1 million, and cash used by increases in accounts payable and deferred compensation was approximately $1.1 million for the first quarter of ~~approximately $2.1 million~~2021. The increased cash outflow related to increases in ~~cash provided by net income.~~

inventory levels over the prior year were primarily due to a required investment in new inventory in order to support recent distribution program wins and program launches within our Aviation segment. A significant portion of ~~our~~accounts receivable and accounts payable ~~decreases in~~result from the ~~first nine months~~use of ~~2017 resulted from payments for inventory purchases made by our Aviation Group and subcontractor~~subcontractors to perform work ~~performed~~ on our ~~FMS program in 2016. Our~~contracts and from the purchase of materials and inventory to fulfill contract obligations and distribution agreements. Accordingly, our levels of ~~inventory,~~ accounts receivable and accounts payable may fluctuate depending on the timing of material and inventory purchases, services ordered, ~~and products sold,~~product sales, government funding delays, the timing of billings received from subcontractors and materials vendors, and the timing of payments received for services. Such timing differences have the potential to cause significant increases and decreases in our inventory, accounts receivable, and accounts payable ~~balances~~ in short time periods, and accordingly, can cause ~~significant~~ increases or decreases in our cash provided by operations. We have recently experienced and expect to continue to experience delays in some of our Aviation segment receivables as a result of the COVID-19 economic down-turn.

Cashused in investing activities ~~decreased~~was approximately ~~$3.7~~$16.5 million in the first ~~nine months~~quarter of ~~2017 as~~2021 compared to cash provided by investing activities of approximately $22.8 million in the ~~first nine months~~same period of ~~2016. Cash~~the prior year. In 2021 approximately $14.8 million was used for the acquisition of HSS. In 2020 approximately $23.6 million was provided by proceeds from the divestiture of our Prime Turbines business and CT Aerospace inventory and the sale of a Miami, Florida real estate holding. Other cash used in investing activities consisted primarily of purchases of property and equipment.

Cash provided by financing activities was approximately $52.8 million in the first quarter of 2021 compared to cash used in financing activities ~~increased~~of approximately ~~$14.6~~$29.8 million in the ~~first nine months~~same period of ~~2017 as compared to~~2020. In 2021, we received approximately $52.0 million in proceeds from the ~~first nine months~~February 2021 public offering of ~~2016. Cash~~our common stock, net of underwriters' discounts and issuance costs. In 2020, approximately $31.7 million was used ~~in financing activities in 2017 consisted primarily of bank borrowing repayments and~~for the payment of ~~dividends. Cash used in financing activities in 2016 consisted primarily of~~an earn-out obligation ~~payments associated~~in connection with the acquisition of our ~~aviation businesses~~1st Choice Aerospace subsidiary in 2019. Other financing activities consisted primarily of borrowing and repayment of debt and payment of dividends.

We paid cash dividends totaling approximately ~~$2.1~~$1.0 million or ~~$0.19~~$0.09 per sharein the first ~~nine months~~quarter of ~~2017. Our~~2021. Pursuant to our bank loan agreement, our payment of cash dividends is subject to ~~restrictions in our loan agreement, including a restriction on the~~ annual ~~aggregate amount of dividends we may pay.~~restrictions. We have paid cash dividends each year since ~~1973 and have increased our dividend each year since 2004.~~1973.

Liquidity

Our internal sources of liquidity are primarily from operating activities, specifically from changes in our level of revenues and associated inventory, accounts receivable and accounts payable, and from profitability. Significant increases or decreases in revenues and inventory, accounts receivable and accounts payable can ~~impact~~affect our liquidity. Our inventory and accounts payable levels can be affected by the timing of large opportunistic inventory ~~purchases.~~purchases and by distributor agreement requirements. Our accounts receivable and accounts payable levels can be affected by changes in the level of contract work we perform, by the timing of large materials purchases and subcontractor efforts

used in our contracts, and by delays in the award of contractual coverage and funding and payments. Government funding delays can cause delays in our ability to invoice for revenues earned, presenting a potential negative impact on our days sales outstanding.

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We also purchase property and equipment; invest in expansion, improvement, and maintenance of our operational and administrative facilities; and invest in the acquisition of other companies.

We have considered the effects of the COVID-19 pandemic on our liquidity and capital resources, and we currently do not expect a material adverse impact on our ability to meet future liquidity needs. See “COVID-19 Discussion-Capital, Financial Resources, Credit Losses, and Liquidity” and Item 1A, "Risk Factors" of our 2020 Form 10-K for additional details regarding risks related to the impact of COVID-19 on our liquidity and capital resources. As discussed in greater detail below, under the terms of our existing loan agreement, we are required to maintain certain financial covenants. The COVID-19 pandemic has disrupted the demand for our Aviation segment products and services and further disruption is possible. Accordingly, we amended our existing loan agreement with our banks in the second quarter of 2020 to provide increased financial covenant flexibility.

Our external financing consists of a loan agreement with a bank group that ~~provides for~~expires in January 2023. The loan agreement includes a term loan facility and a revolving loan facility. The revolving loan facility provides for revolving loans and letters of credit. The termination date of the loan agreement is January 2020. This agreement was implemented in January 2015 concurrent with the acquisition of our aviation businesses. Our outstanding debt of approximately $180.8 million as of September 30, 2017 was net of unamortized deferred financing costs of approximately $1.3 million.

The term loan requires quarterly installment payments. Our required term loan payments after ~~September 30, 2017~~March 31, 2021 are approximately ~~$5.6~~$16.9 million in ~~2017, $28.1~~2021, $22.5 million in ~~2018, $30.0~~2022, and $33.9 million in ~~2019, and $36.3 million in 2020.~~2023. The amount of term loan borrowings outstanding as of ~~September 30, 2017~~March 31, 2021 was ~~$100~~$73.3 million.

The maximum amount of credit available to us under our loan agreement for revolving loans and letters of credit as of ~~September 30, 2017~~March 31, 2021 was ~~$150~~$350 million. ~~We may borrow and repay the revolving loan borrowings as our cash flows require or permit.~~ We pay an unused commitment fee and fees on letters of credit that are issued. We had approximately ~~$82.1~~$182.3 million in revolving loan amounts outstanding and no$803 thousand of letters of credit outstanding as of September 30, 2017. The timing of certain payments made and collections received associated with our inventory, subcontractor, and materials requirements and other operating expenses can cause fluctuations in our outstanding revolving loan amounts. Delays in government funding of our work performed can also cause additional borrowing requirements.March 31, 2021.

Under ~~our~~the loan agreement we may elect to increase the maximum availability of the term loan facility, the revolving loan facility, or a combination of both facilities, upsubject to ancustomary lender commitment approvals. The aggregate ~~additional amount~~limit of ~~$75~~incremental increases is $100 million.

We pay interest on the term loan borrowings and revolving loan borrowings at LIBOR plus a base margin or at a base rate (typically the prime rate) plus a base margin. The applicable LIBOR rate has a floor of 0.75%. As of ~~September 30, 2017,~~March 31, 2021, the LIBOR base margin was ~~2.00%~~3.00% and the base rate base margin was ~~0.75%~~1.75%. The base margins increase or decrease in steps as our Total Funded Debt/EBITDA Ratio increases or decreases.

~~Our loan agreement requires us to have~~We use interest rate hedges on a portion of ~~the outstanding term loan for the first three years of the agreement. We executed compliant interest rate hedges in February 2015.~~our debt. As of ~~September 30, 2017, the effective interest rate on our hedged debt was 3.25% and~~March 31, 2021, interest rates on portions of our outstanding ~~unhedged~~ debt ranged from ~~3.24%~~3.75% to ~~5.00%. The~~6.36%, and the effective interest rate on our aggregate outstanding debt was ~~3.36%~~4.13%.

~~Our~~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~~The restrictive covenants ~~include~~require that we maintain a Fixed Charge Coverage Ratio of not less than 1.20 to 1.00 and a maximum Total Funded ~~Debt/~~Debt to EBITDA Ratio ~~which decreases~~that varies over ~~time, and a minimum Fixed Charge Coverage Ratio.~~future periods as indicated in the table below. We were in compliance with ~~the financial covenants~~required ratios and other terms and conditions as of March 31, 2021. We continue to monitor the impacts of COVID-19 on our results of operations and liquidity relative to compliance with financial covenants; at ~~September 30, 2017.~~

this time, we expect that we will remain in compliance with such covenants over the next twelve months.



Testing Period		~~Current~~ Maximum Total Funded Debt to EBITDA Ratio	~~Actual Ratio~~
~~Total Funded Debt/EBITDA Ratio~~First Amendment Effective Date (November 26, 2019) through and including March 31, 2020	3.50 to 1.00
From April 1, 2020 through and including September 30, 2020	~~3.00~~4.00 to 1.00
From October 1, 2020 through and including March 31, 2021	4.25 to 1.00
From April 1, 2021 through and including June 30, 2021	~~2.19~~4.00 to 1.00
From July 1, 2021 through and including September 30, 2021	3.75 to 1.00
From October 1, 2021 through and including December 31, 2021	3.50 to 1.00
From January 1, 2022 and thereafter	3.25 to 1.00



	~~Minimum Ratio~~	~~Actual Ratio~~
~~Fixed Charge Coverage Ratio~~	~~1.20 to 1~~	~~1.99 to 1~~

We currently do not use public debt security financing.

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Inflation and Pricing

Most of our contracts ~~under which services are performed for the government~~ provide for estimates of future labor costs to be escalated for any option periods, while the non-labor costs in our contracts are normally considered reimbursable at cost. Our property and equipment ~~consists~~consist principally of land, buildings and improvements, shop and warehouse equipment, computer systems equipment, and furniture and fixtures. We do not expect the overall impact of inflation on replacement costs of our property and equipment to be material to our future results of operations or financial condition.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

Disclosures About Market Risk

Interest Rates

Our bank loan agreement provides available borrowing to us at variable interest rates. Accordingly, future interest rate changes could potentially put us at risk for a material adverse impact on future earnings and cash flows. To mitigate the risks associated with future interest rate movements we have employed interest rate hedges to fix the rate on a portion of our outstanding borrowings for various periods. ~~The resulting fixed rates on this portion of our debt have given us protection against interest rate increases.~~

In February 2015, we entered into a LIBOR based interest rate swap on our term loan for a term of four years with a notional amount of $100 million. The swap amount on our term loan decreases in increments on an annual basis. As of September 30, 2017, the amount of the term loan swap was $60 million and with the term loan swap in place, we pay an effective interest rate of 1.25% plus our base margin. Also in February 2015,2019, we entered into a LIBOR based interest rate swap on our revolving loan for a term of three years with a notional amount of $75 million. This swap amount decreases in increments on an annual basis to $45 million for the second year and to $25 ~~million. As of September 30, 2017, with~~million for the ~~revolving loan swap in place, we~~third year. We pay an effective interest rate of ~~1.25%~~2.805% plus our base ~~margin.~~margin on the debt matched to this swap.

In March 2020, we entered into a LIBOR based interest rate swap on our revolving loan for a term of two years with a notional amount of $50 million. We pay an effective interest rate of 0.73% plus our base margin on the debt matched to this swap.

LIBOR is used as a reference rate for borrowings under our loan agreement and related interest rate swap agreements. LIBOR is expected to be phased out in the future, and the option to select some LIBOR tenors may no longer be available under our loan agreement after December 31, 2021. Other LIBOR tenors, including those that we most commonly use, may no longer be available under our loan agreement after June 30, 2023. At this time, there is no definitive information regarding the future transition of LIBOR to a replacement rate; however, we continue to monitor the developments with respect to the potential discontinuance of LIBOR and intend to work with our bank group to minimize the impact of such discontinuance on our financial condition and results of operations. The consequences of the discontinuance of LIBOR cannot be entirely predicted but could result in an increase in our variable rate debt.

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VSE CORPORATIONS AND SUBSIDIARIES

Item 3. Quantitative and Qualitative Disclosures About Market Risks

See "Disclosures About Market Risk" in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Item 4. Controls and Procedures

As of the end of the period covered by this report, based on management's evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in ensuring that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There ~~was~~have been no ~~change~~changes in our internal control over financial reporting during ~~our third~~the first quarter of fiscal ~~2017~~2021 that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

PART II. Other Information

Item 1. Legal Proceedings

~~In 2012,~~None.

Item 1A. Risk Factors

There have been no material changes to the ~~estates of five deceased individuals and their relatives filed complaints~~previously disclosed risk factors in ~~a state court~~our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 ("2020 Form 10-K”). The risk factors disclosed in Hawaii against VSE and other entities and individuals for unspecified damages, alleging that the explosion of fireworks and diesel fuel that killed the five individuals in April 2011 was caused by negligence of VSE and the other defendants. The five deceased plaintiffs were employees of a vendor retained by VSE to dispose of fireworks and other explosives seized by the federal government. In September 2017, VSEour 2020 Form 10-K should be considered together with ~~its insurance carriers, agreed~~information included in ~~principle with all of~~this Quarterly Report on Form 10-Q for the ~~plaintiffs~~quarter ended March 31, 2021 and should not be considered the only risks to ~~settle this litigation. The settlement documents~~which we are ~~being finalized and the settlement will be fully funded by VSE’s insurers, resulting in no material adverse effect on our results of operations, financial condition, or cash flows.~~exposed.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We did not purchase any of our equity securities during the period covered by this report.

VSE's loan agreement prohibits VSE from paying cash dividends, except that if there is no event of default, no act, event or condition that would constitute an event of default with the giving of notice or the passage of time, or both, and no covenant breach would occur giving effect to the payment of the dividend, VSE may pay cash dividends that do not exceed $6 million in the aggregate in any fiscal year.

Item 5. Other Information

On April 26, 2021, VSE Corporation (the “Company”) and Thomas M. Kiernan, the Company’s Vice President, General Counsel and Secretary, entered into a Separation and Release Agreement (the “Separation Agreement”). Under the terms of the Separation Agreement, Mr. Kiernan will step down from his position as the Company’s Vice President, General Counsel and Secretary, effective July 2, 2021. Under the Separation Agreement, in addition to certain accrued compensation, the Company will pay Mr. Kiernan a lump sum cash payment equal to $663,305, contingent upon his execution of a customary release of claims. Mr. Kiernan has also agreed to certain customary confidentiality and non-competition obligations.

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The foregoing description of the Separation Agreement is not complete and is qualified by reference to the full text of the Separation Agreement, a copy of which is filed herewith as Exhibit 10.1.

Item 6. Exhibits



(a) Exhibits
Exhibit 10.1						Separation and Release Agreement dated as of April 26, 2021, by and between VSE Corporation and Thomas M. Kiernan
Exhibit 31.1						Section 302 CEO Certification
Exhibit 31.2						Section 302 CFO and PAO Certification
Exhibit 32.1						Section 906 CEO Certification
Exhibit 32.2						Section 906 CFO and PAO Certification
Exhibit 101.INS						XBRL Instance Document
Exhibit 101.SCH						XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB						XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE						XBRL Taxonomy Extension Presentation Document
Exhibit 104						The cover page from this Quarterly Report on Form 10-Q, formatted in inline XBRL.

Pursuant to the requirements of the Exchange Act, VSE has omitted all other items contained in "Part II. Other Information" because such other items are not applicable or are not required if the answer is negative or because the information required to be reported therein has been previously reported.

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VSE CORPORATION AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			VSE CORPORATION

Date:	April 29, 2021	By:	~~VSE CORPORATION~~/s/ John A. Cuomo
~~Date:~~	~~October 27, 2017~~	~~By:~~	~~/s/ M.~~John A. ~~Gauthier~~Cuomo
			~~M. A. Gauthier~~
	Director, Chief Executive Officer and President
			~~President and Chief Operating Officer~~(Principal Executive Officer)



Date:	~~October 27, 2017~~April 29, 2021	By:	/s/ ~~T. R. Loftus~~Stephen D. Griffin
			~~T. R. Loftus~~Stephen D. Griffin
			~~Executive~~Senior Vice President and
	Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)

~~-26-~~

-34-



~~DELAWARE~~	~~54-0649263~~
~~(State or Other Jurisdiction of~~	~~(I.R.S. Employer~~
~~Incorporation or Organization)~~	~~Identification No.)~~



Delaware			54-0649263
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)



	TABLE OF CONTENTS


		Page
PART I

ITEM 1.	Financial Statements

	Unaudited Consolidated Balance Sheets as of ~~September 30, 2017~~March 31 , 202 1 and December 31, ~~2016~~2 020	4

	Unaudited Consolidated Statements of Income for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31 , 202 1 and ~~2016~~2 02 0	5

	Unaudited Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31 , 202 1 and ~~2016~~20 20	6
	��
	Unaudited Consolidated Statements of Stockholders' Equity for the three months ended March 31 , 202 1 and 20 20	7

	Unaudited Consolidated Statements of Cash Flows for the ~~nine~~ three months ended ~~September 30, 2017~~March 31 , 202 1 and ~~2016~~20 20	78

	Notes to Unaudited Consolidated Financial Statements	89

ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1518

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risks	2432

ITEM 4.	Controls and Procedures	2432

PART II

ITEM 1.	Legal Proceedings	2432

ITEM 1A.	Risk Factors	32

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2432

ITEM 6.5.	~~Exhibits, Financial Statements and Schedules~~Other Information	2532

ITEM 6.	Exhibits	33

Signatures		2634


	Fleet		Federal and Defense		Aviation		Total
Balance as of December 31, 2020	$	63,190	$	30,883	$	144,053	$	238,126



Balance as of March 31, 2021	$	63,190	$	30,883	$	144,053	$	238,126



	Three months ended September 30,								Nine months ended September 30,
Customer	2017		%		2016		%		2017		%		2016		%
U.S. Postal Service	$	43,833	25.2	%	$	44,433	25.7	%	$	136,261	24.1	%	$	135,025	28.3	%

U.S. Navy	38,895		22.3	%	43,424		25.1	%	143,421		25.4	%	109,884		23.0	%
U.S. Army	45,717		26.3	%	40,155		23.3	%	150,217		26.6	%	96,656		20.2	%
U.S. Air Force	2,967		1.7	%	757		0.4	%	5,807		1.0	%	2,614		0.6	%
Total - DoD	87,579		50.3	%	84,336		48.8	%	299,445		53.0	%	209,154		43.8	%

Commercial aviation	30,637		17.6	%	32,489		18.8	%	94,706		16.8	%	98,099		20.6	%
Other commercial	2,833		1.6	%	2,720		1.6	%	9,270		1.6	%	7,807		1.6	%
Total - Commercial	33,470		19.2	%	35,209		20.4	%	103,976		18.4	%	105,906		22.2	%

Other civilian agencies	9,282		5.3	%	8,802		5.1	%	25,636		4.5	%	26,804		5.7	%

Total	$	174,164	100	%	$	172,780	100	%	$	565,318	100	%	$	476,889	100	%


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	September 30, 2017		December 31, 2016
Assets
Current assets:
Cash and cash equivalents	$	472	$	428
Receivables, net	72,874		101,218
Inventories, net	135,525		136,340
Other current assets	24,376		20,477
Total current assets	233,247		258,463

Property and equipment, net	56,857		62,061
Intangible assets, net	114,913		126,926
Goodwill	198,622		198,622
Other assets	15,405		15,767
Total assets	$	619,044	$	661,839

Liabilities and Stockholders' equity
Current liabilities:
Current portion of long-term debt	$	25,710	$	21,023
Accounts payable	48,560		93,999
Accrued expenses and other current liabilities	47,852		32,772
Dividends payable	—		648
Total current liabilities	122,122		148,442

Long-term debt, less current portion	155,083		193,621
Deferred compensation	15,749		12,751
Long-term lease obligations, less current portion	20,917		21,959
Deferred tax liabilities	27,981		29,872
Total liabilities	341,852		406,645

Commitments and contingencies
Stockholders' equity:
Common stock, par value $0.05 per share, authorized 15,000,000 shares; issued and outstanding 10,838,435 and 10,798,927, respectively	542		540
Additional paid-in capital	24,455		22,876
Retained earnings	252,061		231,733
Accumulated other comprehensive income	134		45
Total stockholders' equity	277,192		255,194
Total liabilities and stockholders' equity	$	619,044	$	661,839



	For the three months ended September 30,				For the nine months ended September 30,
	2017		2016		2017		2016
Revenues:
Products	$	82,314	$	87,060	$	260,585	$	254,325
Services	91,850		85,720		304,733		222,564
Total revenues	174,164		172,780		565,318		476,889

Costs and operating expenses:
Products	68,678		70,884		217,606		207,001
Services	88,989		83,599		293,083		215,409
Selling, general and administrative expenses	255		652		1,178		4,173
Amortization of intangible assets	4,005		4,022		12,013		12,063
Total costs and operating expenses	161,927		159,157		523,880		438,646

Operating income	12,237		13,623		41,438		38,243

Interest expense, net	2,347		2,509		7,158		7,406

Income before income taxes	9,890		11,114		34,280		30,837

Provision for income taxes	3,251		4,026		12,541		11,228

Net income	$	6,639	$	7,088	$	21,739	$	19,609

Basic earnings per share	$	0.61	$	0.66	$	2.01	$	1.82

Basic weighted average shares outstanding	10,838,435		10,798,684		10,833,237		10,792,046

Diluted earnings per share	$	0.61	$	0.65	$	2.00	$	1.81

Diluted weighted average shares outstanding	10,856,675		10,826,007		10,855,983		10,819,697

Dividends declared per share	$	—	$	—	$	0.130	$	0.115



	Three months						Nine months
	2017			2016			2017			2016
Revenues:
Supply Chain Management Group	$	51,174		$	51,152		$	163,663		$	152,080
Aviation Group	31,059			34,688			96,003			100,298
Federal Services Group	91,931			86,940			305,652			224,511
Total revenues	$	174,164		$	172,780		$	565,318		$	476,889

Operating income:
Supply Chain Management Group	$	8,178		$	8,749		$	25,611		$	26,600
Aviation Group	1,983			3,950			6,898			9,896
Federal Services Group	2,593			1,650			10,503			5,041
Corporate/unallocated expenses	(517		)	(726		)	(1,574		)	(3,294		)
Operating income	$	12,237		$	13,623		$	41,438		$	38,243



	Supply Chain Management		Federal Services		Aviation		Total
Balance as of December 31, 2016	$	63,190	$	30,883	$	104,549	$	198,622

Balance as of September 30, 2017	$	63,190	$	30,883	$	104,549	$	198,622


	Cost		Accumulated Amortization		Accumulated Impairment Loss		Net Intangible Assets
March 31, 2021
Contract and customer-related	$	219,801	$	(114,635)	$	(3,814)	$	101,352
Acquired technologies	12,400		(11,069)		0		1,331
Trade names	18,770		(15,539)		0		3,231
Total	$	250,971	$	(141,243)	$	(3,814)	$	105,914

December 31, 2020
Contract and customer-related	$	213,194	$	(110,917)	$	(3,814)	$	98,463
Acquired technologies	12,400		(10,787)		0		1,613
Trade names	18,770		(15,251)		0		3,519
Total	$	244,364	$	(136,955)	$	(3,814)	$	103,595


Amounts Recorded at Fair Value	Financial Statement Classification	Fair Value Hierarchy	Fair Value March 31, 2021		Fair Value December 31, 2020
Non-COLI assets held in Deferred Supplemental Compensation Plan	Other assets	Level 1	$	1,142	$	1,120
Interest rate swap agreements	Accrued expenses	Level 2	$	923	$	1,603



Concentration of Revenues
(dollars in thousands)
	For the nine months ended September 30,
	2017			2016
Source of Revenue	Revenues		%	Revenues		%
USPS	$	136,261	24	$	135,025	28
FMS Program	130,306		23	95,258		20
Other	298,751		53	246,606		52
Total revenues	$	565,318	100	$	476,889	100



	Nine months ended September 30,
Contract Type	2017		%	2016		%
Cost-type	$	163,275	29	$	122,892	26
Fixed-price	72,941		13	52,895		11
Time and materials	69,436		12	48,724		10
Total Federal Services revenues	305,652		54	224,511		47
Supply Chain Management and Aviation revenues	259,666		46	252,378		53
Total revenues	$	565,318	100	$	476,889	100