Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K

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


For the Fiscal Year Ended December 31, 2017       2022

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _____ to _____

Commission File Number:  0‑3676000-3676

vsec-20221231_g1.jpg
VSE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWAREDelaware54-0649263
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
6348 Walker Lane
Alexandria, VirginiaVirginia22310www.vsecorp.com22310
(Address of Principal Executive Offices)(Zip Code)(Webpage)


Registrant's Telephone Number, Including Area Code:  (703) 960-4600


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $.05$0.05 per shareVSECThe NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:  None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [ ] No
[x]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes [ ] No [x]


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [x] No [ ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒   No ☐
Yes [x]   No [ ]



Indicate by check mark if disclosure
Table of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]Contents

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitionthe definitions of "large accelerated filer," "accelerated filer"filer," "accelerated filer," "smaller reporting company," and "smaller reporting"emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]         Accelerated filer [x]    Non-accelerated filer [ ]     Smaller reporting company [ ]

Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transaction period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes [ ]    No [ ]


Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes [ ] No [x]


If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by a check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

The aggregate market value of outstanding voting stock held by non-affiliates of the Registrant as of June 30, 2017,2022, the last business day of the registrant's most recently completed second quarter, was approximately $384$396 million based on the last reported sales price of the registrant's common stock on Thethe NASDAQ Global Select Market as of that date.


Number of shares of Common Stock outstanding as of February 27, 2018: 10,849,947.28, 2023:12,835,927


DOCUMENTS INCORPORATED BY REFERENCE


Portions of Registrant's definitive proxy statement for the Annual Meeting of Stockholders expected to be held on May 3, 2023, which is expected to be filed with the Securities and Exchange Commission on or about April 30, 2018, are2, 2023, have been incorporated herein by reference into Part III of this report.

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TABLE OF CONTENTS
Page
ITEM 1
ITEM 1A
ITEM 1B
ITEM 2
ITEM 3
ITEM 4
ITEM 4(a)
ITEM 5
ITEM 6
ITEM 7
ITEM 7A
ITEM 8
ITEM 9
ITEM 9A
ITEM 9B
ITEM 9C
ITEM 10
ITEM 11
ITEM 12
ITEM 13
ITEM 14
ITEM 15
ITEM 16

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Table of Contents
Forward Looking Statements


This Annual Report on Form 10-K ("Form 10-K") 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 tocovered by the safe harbor protection provided by applicable securities laws. For discussions identifying some important factors that could cause actual VSE Corporation ("VSE," the "Company," "us," "our," or "we") results 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 include this filing, see below VSE's "Narrative Descriptionstatement for purposes of Business" (Items 1,such safe harbor provisions.

“Forward-looking” statements, as such term is defined by the Securities and Exchange Commission (the “SEC”) in its rules, regulations and releases, represent our expectations or beliefs, including, but not limited to, statements concerning our operations, economic performance, financial condition, growth and acquisition strategies, investments and future operational plans. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “forecast,” “seek,” “plan,” “predict,” “project,” “could,” “estimate,” “might,” “continue,” “seeking” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements, 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 in Item 1A, 2"Risk Factors” in this Form 10-K. All forward-looking statements made herein are qualified by these cautionary statements and 3),risk factors and Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations." 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 lookingforward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward lookingforward-looking statements to reflect events or circumstances that occur or arise after the date hereof. Readers should also carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including Quarterly Reports on Form 10-Q filed by the Company subsequent to this Form 10-K and any Current Reports on Form 8-K filed by the Company.


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Table of Contents
PART I


ITEM 1. Business




(a) General BackgroundHistory and Organization


We areVSE Corporation is a diversified aftermarket products and services andcompany providing repair services, parts distribution, logistics, supply chain management company that assists our clients in sustaining, extendingand consulting services for land, sea and air transportation assets to commercial and government markets. The terms "we," "us," "our," "VSE" and the service life,"Company" means VSE Corporation and improvingits operating businesses unless the performance of their transportation equipment, and other assets and systems.context indicates otherwise. We provide logistics and distribution services for legacy systems and equipment and professional and technical services to commercial customers; the United States Government (the "government"),government, including the United States Department of Defense ("DoD"), the United States Postal Service ("USPS"),; and federal civilian agencies, and commercial and other customers. Our largest customers are the DoD and the USPS.agencies. Our operations include supply chain management solutions, parts supply and distribution, and maintenance, repair and overhaul (“MRO”("MRO") services for vehicle fleet, aviation, maritime and other clients;customers. We also provide vehicle and equipment maintenancerefurbishment, logistics, engineering support, data management and refurbishment; logistics; engineering;healthcare IT solutions, and clean energy and environmental services; IT and health care IT solutions; and consulting services.

VSE was incorporated in Delaware in 1959 and the parent company serves as a centralized managing and consolidating entity for our three operating groups,segments: Aviation, Fleet and Federal and Defense, each of which consists of one or more wholly owned subsidiaries or unincorporated divisions that perform our services. VSE’s operating groups

We deliver trusted solutions to inspire the performance of tomorrow.

Aviation

Our Aviation segment accounted for 43%, 33%, and 25% of our consolidated revenues in 2022, 2021 and 2020, respectively. The Aviation segment provides international parts supply and distribution, supply chain solutions, and component and engine accessory MRO services supporting global aftermarket commercial and business and general aviation customers. This business offers a range of services to a diversified global client base of commercial airlines, regional airlines, cargo transporters, MRO integrators and providers, aviation manufacturers, corporate and private aircraft owners, and fixed-base operators ("FBOs").

In 2021, we acquired Global Parts Group, Inc. ("Global Parts"), which provides distribution and MRO services for business and general aviation ("B&GA") aircraft families. The acquisition expands our existing B&GA focus and further diversifies our product and platform offerings to include additional airframe components, while expanding our Supply Chain Management Group, Aviation Group,customer base of regional and Federal Services Group. The term "VSE" or "Company" means VSE and its subsidiaries and divisions unless the context indicates operations of only VSE as the parent company.global B&GA customers.


(b) Financial InformationFleet


Our Fleet segment accounted for 27%, 31%, and 37% of our consolidated revenues in 2022, 2021 and 2020, respectively. The Fleet segment provides parts distribution, inventory management, e-commerce fulfillment, logistics and other services to assist aftermarket commercial and government agencies with their supply chain management. Fleet segment operations are conducted within three reportable segments alignedunder the brand Wheeler Fleet Solutions, which supports government and commercial truck fleets with our operating groups: (1) Supply Chain Management, which generated approximately 28.2%parts, sustainment solutions and managed inventory services. Revenues for this business are derived from the sale of vehicle parts and mission critical supply chain services to support client truck fleets.

Federal and Defense

Our Federal and Defense segment accounted for 30%, 36%, and 38% of our consolidated revenues in 2017; (2) Aviation,2022, 2021 and 2020, respectively. The Federal and Defense segment provides aftermarket refurbishment and sustainment services to extend and maintain the life cycle of military vehicles, ships and aircraft for the DoD. The segment provides foreign military sales services, engineering, logistics, maintenance, configuration management, prototyping, technology, and field support services to the DoD and other customers. We also provide energy consulting services and IT solutions to various DoD, federal civilian agencies and commercial clients.

In 2021, we acquired HAECO Special Services, LLC ("HSS"), which generated approximately 17.7%offers scheduled depot maintenance, contract field deployment and unscheduled drop-in maintenance for the DoD, primarily for the sustainment of our revenues in 2017; and (3) Federal Services, which generated approximately 54.1%the U.S. Air Force ("USAF") KC-10 fleet.

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Table of our revenues in 2017. Additional financial information for our reportable segments appears in Item 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Item 8 "Financial Statements and Supplementary Data” of this Form 10-K.Contents


(c) Description of Business

Products and Services


We applyprovide a broad array of capabilities and resources to support our clients’ aftermarket transportation assets, vehicle fleets, aircraft, systems, equipment and processes. We focus on creating value by sustaining and extending the life and improving the performance of our client assets through core offerings in supply chain management, parts supply and distribution, MRO, equipment refurbishment, logistics and engineering. We also provide IT solutions health care IT, and energy consulting services.


Typical offerings include supply chain and inventory management services; vehicle fleet sustainment programs; vehicle fleet parts supply and distribution; MRO of aircraft enginescomponents and engine components;accessories; aircraft engineand airframe parts supply and distribution; engineering support for military vehicles; military equipment refurbishment and modification; ship MRO and follow-on technical support; logistics management support; machinery condition analysis; specification preparation for ship alterations; ship’s force crew training; life cycle support for ships; ship communication systems; energy conservation, energy efficiency, sustainable energy supply and electric power grid modernization projects; technology road-mapping;projects, IT enterprise architecture development, information assurance/business continuity, security riskinfrastructure and data management, and network services; medical logistics;IT data services for health and medical command and control.public safety. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below for more information regarding our business.

Revenues and Contracts


We offer our products and professional services through various ordering arrangements, including master service agreements (MSAs), commercial contracts, and federal contract awards. Our revenues are derived from the delivery of products and from contract services performed for our clients. We offercustomers for each of our products and professional and technical services through various ordering agreements and negotiated and competitive contract arrangements.three segments as follows:


Our Supply Chain Management Group revenues result from the sale of vehicle parts to the USPS and other government and commercial clients. We recognize revenue from the sale of vehicle parts when the customer takes ownership of the parts.


Our Aviation Groupsegment revenues result from the sale of aircraft parts and performance of MRO services forto private and commercial aircraft owners, other aviation MRO providers, and aviation original equipment manufacturers. We recognizeother clients.

Our Fleet segment revenues upon the shipment or delivery of products to customers based on when title or risk of loss transfers to the customer.

Our Federal Services Group revenues result primarily from cost plus fixed fee, cost plus award fee, time and materials, or fixed-price contracts with the government. Revenues result from work performed on these contracts by our own employees, from work performed by our subcontractors, and from costs of materials used in performing the work. Revenues on cost‑type contracts are recorded as allowable costs are incurred and fees are earned. Revenues for time and materials contracts are recorded on the basis of allowable labor hours worked multiplied by the contract defined billing rates, plus the cost of materials used in performance on the contract. Profits or losses on time and material contracts result from the difference between the costsale of services performed and the contract defined billing rates for these services. Revenue recognition methods on fixed-price contracts vary depending on the nature of the work and the contract terms. Revenues on fixed-price service contracts are recorded as work is performed, typically ratably over the service period. Revenues on fixed-price contracts that require delivery of specific items are recorded based on a price per unit as units are delivered.

The USPS, U.S. Navy, and U.S. Army are our largest customers. Our customers also include various otheraftermarket vehicle parts to government and commercial entities.clients.

  
Revenues by Customer
(dollars in thousands)
Years ended December 31,
Customer 2017 % 2016 % 2015 %
U.S. Postal Service $180,205
 23.7
 $181,215
 26.2
 $184,876
 34.6
          
  
U.S. Navy 206,644
 27.2
 190,155
 27.5
 98,887
 18.5
U.S. Army 188,462
 24.8
 139,764
 20.2
 80,086
 15.0
U.S. Air Force 7,123
 0.9
 3,482
 0.5
 3,558
 0.7
Total - DoD 402,229
 52.9
 333,401
 48.2
 182,531
 34.2
          
  
Commercial Aviation 126,960
 16.7
 131,067
 19.0
 119,729
 22.4
Other Commercial 12,498
 1.7
 10,721
 1.5
 4,653
 0.9
Total - Commercial 139,458
 18.4
 141,788
 20.5
 124,382
 23.3
             
Other Civilian Agencies 38,221
 5.0
 35,386
 5.1
 42,193
 7.9
  
       
  
Total $760,113
 100.0
 $691,790
 100.0
 $533,982
 100.0
Our Federal and Defense segment revenues result from providing professional and technical services primarily to U.S. government customers on a contract basis. The three primary types of contracts used are cost-type, fixed-price, and time-and-materials.


Customers

Our customers include various commercial entities and government clients. In 2022, our commercial customers represented 53% of our consolidated revenues, up from 43% and 31% in 2021 and 2020, respectively. Our consolidated revenue by customer type are as follows (in thousands):
Year ended December 31,
2022%2021%2020%
Commercial$507,900 53 $322,318 43 $208,305 31 
DoD227,722 24 233,422 31 236,397 36 
Other government (a)
214,140 23 195,113 26 216,957 33 
Total$949,762 100 $750,853 100 $661,659 100 
(a) Includes USPS revenue

Our largest customers by revenue for each of the last three fiscal years were the USPS and the U.S. Navy. The USPS revenues, reported within our Fleet segment, comprised approximately 16%, 20%, and 27% of our consolidated revenues in 2022, 2021 and 2020, respectively. The U.S. Navy revenue, reported within our Federal and Defense segment, comprised approximately 15%, 13%, and 16% of our consolidated revenues in 2022, 2021 and 2020, respectively.

Backlog

FundedOur funded backlog represents a measurethe estimated remaining value of work to be performed under firm contracts under our Federal and Defense segment. Bookings for our Aviation and Fleet segments occur at the time of sale, and therefore, these segments do not generally have funded contract backlog and backlog is not an indicator of their potential future revenues from work performed by our Federal Services Group on government contracts. Funded backlog is defined by us as the total value of contracts that has been appropriated and funded by the procuring agencies, less the amount of revenues that have already been recognized on such contracts. Our reported backlog is comprised of funding received by us in incremental amounts for work that is generally expected to be completed within six to 12 months following the award of the funding.revenues. Our funded backlog for our Federal Services Groupand Defense segment as of December 31, 2017,2022, 2021 and 2020 was approximately $324$187 million, $185 million and as of December 31, 2016 and 2015 it was approximately $322 million and $238$183 million, respectively. ChangesFor a complete description of our backlog, see "Bookings and Funded Backlog" in funded backlog on contracts are sometimes unpredictable due to uncertainties associated with changing government program priorities"Management's Discussion and availabilityAnalysis of funds, which is heavily dependent upon the congressional authorizationFinancial Condition and appropriation process. DelaysResults of Operations" in Part II of this process may temporarily diminish the availabilityreport.
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Table of funds for ongoing and planned work.Contents

In addition to funded backlog levels, we have contract ceiling amounts available for use on multiple award, indefinite delivery, indefinite quantity contracts with DoD and federal civilian agencies. While these contracts increase the opportunities available for us to pursue future work, the actual amount of future work is indeterminate until task orders are placed on the contracts. Frequently, these task orders are competitively awarded. Additionally, these task orders must be funded by the procuring agencies before we can perform work and begin generating revenues.



Marketing


Our marketing activities are conducted at the operating group level by each of our businesses by industry-specific sales representatives and professional marketing and business development staff and our professional staff of sales representatives, managers, and other personnel.staff. New customer contacts and information concerning new programs, requirements and opportunities become available through attendance atsales calls and client visits, negotiation with key business partners, and formal and informal briefings. We participate in various professional organizations and trade associations, and also attend industry trade shows and events through sales callsin order to increase our brand awareness and client servicing, through negotiation with key business partners, through formal and informal briefings, from participation in professional organizations, in the course of contract performance, and from literature published by government, trade associations, professional organizations and commercial entities.strengthen our service offerings.


PersonnelHuman Capital Resources


Workforce Demographics

Our employees have a variety of specialized experience, training and skills that provide the expertise required to service our clients. Some have high levels of education.customers. As of December 31, 2017,2022, we had 2,306 employees, a decrease from 2,523 as of December 31, 2016.employed over 2,000 employees. Principal employee categories include (a) mechanics and vehicle, aircraft and equipment technicians, (b) logisticians, (c) warehouse and sales personnel, (d) engineers and technicians in mechanical, electronic, industrial, energy and environmental services, and (e) information technology professionals in computer systems, applications and products, configuration, change and data management disciplines. The expertise required

Employee Health and Safety

We are committed to providing a safe working environment for our employees. Supported by our customers frequently includes knowledgeHealth, Environmental and Safety Program, we strive to minimize the risk of government regulationsinjury or illness to workers. We provide our employees with upfront and ongoing safety training to communicate and implement safety policies and procedures. We also provide our employees with any additional information, leadership, support and equipment needed to safely perform their job function.


Talent Acquisition, Retention and Development

We strive to attract and retain top talent at all levels of the company. To support this objective, we seek to provide opportunities for professional development and career growth and recognize and reward our employees for their contributions and accomplishments.

We encourage employees to provide feedback about their experience and we regularly conduct employee engagement surveys to gauge employee satisfaction and to understand the effectiveness of engaging our employees on all levels. These surveys provide valuable information on drivers of engagement and areas of improvement to help us maintain an employee-focused experience and culture. We also host quarterly town hall meetings to provide an open and frequent line of communication for all employees.

Company culture is a priority. We model our values and focus on our cultural beliefs through recognition, storytelling and creating experiences. Our people and teams remain a key market differentiator for our business.

We offer competitive pay and comprehensive benefits to attract, reward and retain a qualified and diverse workforce to achieve our vision and mission and meet the dynamic needs of employees and their families. In addition to competitive base pay, we offer bonus opportunities, a Company matched 401(k) plan, an employee stock purchase plan, healthcare insurance benefits, health savings and flexible spending accounts, paid time off, holiday pay, flexible work schedules, and education reimbursement and employee assistance programs.

Inclusion and Diversity

We embrace and encourage inclusion and strive to build a culture and company environment supporting inclusion and diversity. Our inclusion and diversity initiatives include our practices and policies on employee recruitment and hiring, professional training and development, employee engagement and the development of a work environment built on the premise of diversity and equity. In 2020, we formed the VSE Inclusion & Diversity Council ("I&D Council"), a leader-led group focused on creating a framework and action plan for inclusion and diversity related initiatives across the organization. Our I&D Council regularly hosts roundtable discussions aimed at increasing cultural awareness and promoting dialogue to encourage a culture that values inclusive behavior in our workplace. We also support employee resource groups, which are voluntary, employee-led groups that are open to all employees and provide a forum for diverse employees and allies from a variety of different backgrounds to share experiences and support our company's diversity initiatives. We believe our employee resource groups, which include Women in the Workforce, Pride, and Latinos Unidos, help foster a diverse and inclusive workplace, build
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awareness and drive change within our organization. Additionally, we actively seek initiatives and participate in outreach programs to assist individuals who have served in the U.S. Armed Forces. These efforts include an emphasis on hiring military veterans which we believe enhancesto enhance the quality of our workforce.Approximately 30%

Code of Business Conduct and Ethics

We are committed to the highest ethical standards and we expect all of our directors, officers and employees to comply with our standards and applicable laws and regulations in the conduct of our business. Our Code of Business Conduct and Ethics (the "Code") sets forth our policies and expectations on what is appropriate behavior and guides ethical business decisions that maintain a commitment to integrity. In addition, we require annual ethics and compliance training for all of our employees have previously served as membersto provide them with the knowledge necessary to maintain our standards of ethics and compliance.

Government Regulation and Supervision

Our businesses are subject to extensive regulation in the markets we serve. We work with numerous U.S. Armed Forces.government agencies and entities, including but not limited to, all branches of the DoD and the Federal Aviation Administration ("FAA"). Similar government authorities and regulations exist in the other countries in which we do business.


Commercial Aircraft

The FAA regulates the manufacture, repair and operation of all aircraft and aircraft parts operated in the United States. Its regulations are designed to ensure that all aircraft and aviation equipment are continuously maintained in proper condition to ensure safe operation of the aircraft. The inspection, maintenance and repair procedures for various types of aircraft and equipment are prescribed by these regulatory authorities and can be performed only by certified repair facilities utilizing certified technicians. Certification and conformance is required prior to installation of a part on an aircraft. The FAA requires that various maintenance routines be performed on aircraft components, and we currently satisfy these maintenance standards in our repair and overhaul services.

Government Contracts

We must comply with and are affected by a variety of laws and regulations relating to the award, administration, and performance of U.S. Government contracts. We are routinely audited and reviewed by the U.S. Government and its agencies, including the Defense Contract Audit Agency and the Defense Contract Management Agency. These agencies evaluate our contract performance, cost structures, and compliance with applicable laws, regulations, and standards, as well as review the adequacy of our business systems and processes relative to U.S. Government requirements. The U.S. Government has the ability to terminate contracts, in whole or in part, with little or no prior notice, for convenience or for default based on our failure to meet specified performance requirements. In the event of termination of a contract for convenience, we would be able to recover costs already incurred on the contract and receive profit on those costs up to the amount authorized under the contract, but not the anticipated profit that would have been earned had the contract been completed. Such a termination could also result in the cancellation of future work on the related program. Termination resulting from our default could expose us to various liabilities, including excess re-procurement costs, and could have a material effect on our ability to compete for future contracts.

For additional information on regulations and risks affecting our business, refer to Item 1A., "Risk Factors".

Competition


The supply chain, logistics,All of our businesses operate in highly competitive industries that include numerous competitors, many of which are larger in size and MRO services offered by our Supply Chain Management and Aviation groups and the federally contracted professional and technical services offered by our Federal Services Group are conducted in very competitive operating environments.

The vehicle parts aftermarket and aviation parts and servicing markets are fragmented, with many large and small competitors that compete for our customer base.

Large diversified federal contracting firms withhave greater financialname recognition, financials resources and larger technical staffs are capable of providing the same services offered by us. staff than we do. We also compete against smaller, more specialized competitors that concentrate their resources on narrower service offerings.

Government agencies emphasize awarding contracts on a competitive basis, as opposed to a sole source or other noncompetitive basis. Most of the significant contracts under which weour Federal and Defense segment currently performperforms services were either initially awarded on a competitive basis or have been renewed at least once on a competitive basis. There isThese contracts may be indefinite delivery/indefinite quantity type contracts for which the government makes awards for work among several other eligible contract holders, or they may be single award contracts with multiple option years that may or may not be exercised. Accordingly, there can be no assurance regarding the level of work we may obtain under some of these contracts. Government budgets, and in particular the budgets of certain government agencies, can also affect competition in our business.
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Table of Contents
A reallocation of government spending priorities or reallocation of work for small business set-aside programs that results in lower levels of potential business in the markets we serve or the services we offer willcan cause increased competition.


The extent of competition that we will encounter as a result of changing economic or competitive conditions, customer requirements or technological developments is unpredictable. We believe the principal competitive factors for our business are customer knowledge, technical and financial qualifications, past performance, government budgetary stress,priorities, sales force initiatives and price, which has been more heavily weighted in recent years.price.


Available Information


CopiesWe maintain an internet website at www.vsecorp.com. We make available free of charge through our publicly availablewebsite, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports are filed with or otherwise furnished to the Securities and Exchange Commission (“SEC”)SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. Such reports and amendments are also available free of charge through our website www.vsecorp.com as soon as reasonably practicable after the reports are electronically filed with the SEC. The information on or obtainable through our website is not intended to be incorporate into this Annual Report on Form 10-K. The SEC also maintains an internet website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.






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Table of Contents
ITEM 1A. Risk Factors


Our future results may differ materially from past results and from those projected in the forward-looking statements contained in this Form 10-K due to various uncertainties and risks, including those risks set forth below, non-recurringnonrecurring events and other important factors disclosed previously and from time to time in our other reports filed with the SEC.


Uncertain government budgetsOperational Risks

We face various risks related to health epidemics, pandemics and shifting government prioritiessimilar outbreaks, which could adversely affect our business.

We face a wide variety of risks related to health epidemics, pandemics and similar outbreaks, including COVID-19. The ongoing COVID-19 pandemic has adversely affected, and may continue to adversely affect, our operations, supply chains and distribution systems. The global aviation market experienced a significant decline during the peak of the COVID-19 pandemic, specifically in global commercial air travel, which had a significant impact on the parts distribution and maintenance, repair and overhaul services markets supporting general aviation and commercial aircraft. Our Aviation segment experienced the most impactful reduction in demand for our products and services during fiscal 2021 and fiscal 2020 compared to fiscal 2019, as a decline in commercial aircraft revenue passenger miles contributed to a reduction in demand for aftermarket parts and MRO services. While we have seen recovery in the overall demand for commercial air travel and currently expect that recovery to continue, any future outbreaks of COVID-19 or other epidemics, pandemics, crises or public health concerns in regions of the world where we have operations or sell products, together with governmental and regulatory responses thereto, could adversely impact the Aviation segment and our operating results.

The extent of the impact of COVID-19 or other epidemics, pandemics, crises or public health concerns on our business, including our ability to execute our near-term and long-term business strategies and initiatives in the expected time frame, will depend on numerous evolving factors that we cannot accurately predict or assess, including the negative impact it has on global and regional economies and economic activity; decisions by our customers to delay contract awards and fundingthe use of, or permanently retire, certain aircraft, demand levels for aviation disruption inventory, which could result in a and adversely affect our abilityresults of operations; write-down of existing inventory to continue work underadjust to current market trends; and disruption in demand, which adversely impacts our government contracts. Additionally, federal procurement directivescommercial customers in the Aviation segment. Any of these events could resultexacerbate the other risks and uncertainties described herein, or in our loss of work on current programs to small business set-asides and large multiple award contracts.

Our government business is subject to funding delays, terminations (including at the government's convenience), reductions, in-sourcing, extensions, and moratoriums associatedother reports filed with the government’s budgetingSEC from time to time, and contracting process. The federal procurement environment is unpredictablecould materially adversely affect our business, financial condition, results of operations and/or stock price.

Supply chain delays, disruptions, and potential geopolitical uncertainty could adversely affect our business operations and expenses

Due to current economic and geopolitical uncertainty and supply chain disruptions, our business could be adversely impacted by delays or the inability to source products and services for our customers. If our suppliers experience increased disruptions to their operations as a result of these dynamics, they may be unable to fill our supply needs in a timely, compliant and cost-effective manner. We have incurred and may in the future incur additional costs and delays in our business, including higher prices, schedule delays or the costs associated with identifying alternative suppliers. In instances where we may not be able to mitigate these consequences, our ability to perform work under new and existing contracts. We have experienced delays in contract awards and funding on our contracts in recent years that have adversely affected our ability to continue existing work and to replace expiring work. Additionally, our government business is subject to the risk that one or more of our potential contracts or contract extensions may be diverted byimpacted, which could result in reduced revenues and profits.

We continue to monitor these dynamics and assess potential implications to our business, supply chain and customers, and take certain actions in an effort to mitigate potential adverse impacts. Given the contracting agencyuncertainties, we are unable to a smallpredict the extent, nature or disadvantaged or minority-owned business pursuant to set-aside programs administered by the Small Business Administration, or may be bundled into large multiple award contracts for very large businesses. These risks can potentially have an adverse effect on our revenue growth and profit margins.duration of these impacts at this time.

Increased market competition resulting from decreases in government spending for contract services and government contracting award criteria could adversely affect our ability to sustain our revenue levels.

Pressure on government budgets may adversely affect the flow of work to federal contractors, particularly new programs. Competitor contractors that experience a loss of government work have tended to redirect their marketing efforts toward the types of work that we perform. This increase in competition for our service offerings has adversely affected our ability to win new work or successor contracts to continue work that is currently performed by us under expiring contracts. Unsuccessful bidders frequently protest contract awards, which can delay or reverse the contract awards. Additionally, the government has frequently used contract award criteria that emphasizes lowest price, technically acceptable bids, which further intensifies competition in our government markets.


Certain programs comprise a material portion of our revenue. Our work on large government programs presents a risk to revenue growth and sustainability and profit margins.


The eventual expiration of large government programs or the loss of or disruption of revenues on a single contract may reduce our revenues and profits. Such revenue losses could also erode profits on our remaining programs that would have to absorb a larger portion of the fixed corporate costs previously allocated to the expiring programs or discontinued contract work. Our USPS managed inventory program (“MIP”) and our foreign military sales program with the U.S. Navy (“FMS Program”)Program each constitute a material portion of our revenues.revenues and profits. This concentration of our revenue subjects us to the risk of material adverse revenue disruptions if customer operational decisions, government contractual or other issues prevent or delay the fulfillment of work requirements associated with these key programs. In recent years, revenue levels for our FMS Program have fluctuated widely enough to cause material changes in our
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overall revenue levels and affect our profit margins. Similarly, variations in volume and types of parts purchased by the USPS in recent years have caused changes in our profit margins.


The USPS has initiated a fleet replacement program for a next generation of the delivery vehicle fleet. The timing of both the roll out of a new fleet and the retirement of the current vehicles and their decision on how many of such vehicles will remain in the fleet could potentially have a significant affectimpact on our future revenues and profits.


Acquisitions, which are a part of our business strategy, present certain risks.

A key element of our business strategy is growth through the acquisition of additional companies. VSE is focused on acquiring complementary assets that add new products, new customers, and new capabilities or new geographic and/or operational competitive advantages in both new and existing markets within our core competencies. Our acquisition strategy is affected by, and poses a number of challenges and risks, including availability of suitable acquisition candidates, availability of capital, diversion of management’s attention, effective integration of the operations and personnel of acquired companies, potential write downs of acquired intangible assets, potential loss of key employees of acquired companies, use of a significant portion of our available cash, compliance with debt covenants and consummation of acquisitions on satisfactory terms.

We may not be able to successfully execute our acquisition strategy, and the failure to do so could have a material adverse effect on our business, financial condition and results of operations.

Changes in future business conditions could cause business investments, recorded goodwill, and/or purchased intangible assets to become impaired, resulting in substantial losses and write-downs that would reduce our operating income.

As part of our business strategy, we make acquisitions and investments following careful analysis and due diligence processes designed to achieve a desired return or strategic objective. Business acquisitions involve estimates, assumptions, and judgments to determine acquisition prices, which are allocated among acquired assets, including goodwill, based upon fair market values. Notwithstanding our analyses, due diligence processes, and business integration efforts, actual operating results of acquired businesses may vary significantly from initial estimates. In such events, we may be required to write down our carrying value of the related goodwill and/or purchased intangible assets. In addition, declines in the trading price of our common stock or the market as a whole can result in goodwill and/or purchased intangible asset impairment charges associated with our existing businesses.

As of December 31, 2022, goodwill and intangible assets, net of amortization, accounted for 25% and 9%, respectively, of our total assets. We test our goodwill for impairment annually in the fourth quarter or when evidence of potential impairment exists. We test acquired intangible assets for impairment whenever events or changes in circumstances indicate their carrying value may be impaired. The impairment tests are based on several factors requiring judgments. As a general matter, a significant decrease in expected cash flows or changes in market conditions may indicate potential impairment of recorded goodwill or intangible assets.

Adverse equity market conditions that result in a decline in market multiples and the trading price of our common stock, or other events, such as reductions in future contract awards or significant adverse changes in our operating margins or the operating results of acquired businesses that vary significantly from projected results on which purchase prices are based, could result in an impairment of goodwill or other intangible assets. Any such impairments that result in us recording additional goodwill or intangible asset impairment charges could have a material adverse effect on our financial position or results of operations.

Competition from existing and new competitors may harm our business.

The aviation and vehicle parts industries are highly fragmented, have several highly visible leading companies, and are characterized by intense competition. Some of our OEM competitors have greater name recognition than VSE or our subsidiaries, as well as complementary lines of business and financial, marketing and other resources that we do not have. In addition, OEMs, aircraft maintenance providers, leasing companies and U.S. Federal Aviation Administration ("FAA") certificated repair facilities may attempt to bundle their services and product offerings in the supply industry, thereby significantly increasing industry competition.

Pressure on government budgets may adversely affect the flow of work to federal contractors, particularly new programs. Competitor contractors that experience a loss of government work have tended to redirect their marketing efforts toward the types of work that we perform. This increase in competition for our service offerings may adversely affect our ability to win
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new work or successor contracts to continue work that is currently performed by us under expiring contracts. Unsuccessful bidders frequently protest contract awards, which can delay or reverse the contract awards. Additionally, the government has frequently used contract award criteria that emphasizes lowest price, technically acceptable bids, which further intensifies competition in our government markets.

Our success is highly dependent on the performance of the aviation aftermarket, which could be impacted by lower demand for business aviation and commercial air travel or airline fleet changes causing lower demand for our goods and services.

General global industry and economic conditions that affect the aviation industry may also affect our business. We are subject to macroeconomic cycles, and when recessions occur, we may experience reduced orders, payment delays, supply chain disruptions or other factors as a result of the economic challenges faced by our customers, prospective customers and suppliers. Further, the aviation industry has historically, from time to time, been subject to downward cycles which reduce the overall demand for jet engine and aircraft component replacement parts and repair and overhaul services, and such downward cycles result in lower sales and greater credit risk. Demand for commercial air travel can be influenced by airline industry profitability, world trade policies, government-to-government relations, terrorism, disease outbreaks, environmental constraints imposed upon aircraft operations, technological changes, price and other competitive factors. These global industry and economic conditions may have a material adverse effect on our business, financial condition and results of operations.

Global economic conditions and political factors could adversely affect our revenues.


Revenues from our government programs for which work is performed in or products delivered to foreign countries are subject to economic conditions in these countries and to political risks posed by ongoing foreign conflicts and potential terrorist activity. Services performed by our employees on our FMS Program are, to a certain extent, dependent on our placement of employees in a client country. Significant domestic and political unrest in client countries can constrain our ability to maintain consistent staffing levels, resulting in a fluctuating level of services performed by our employees. We cannot predict when these conditions will occur or the effect it will have on our FMS Program revenues. Regime changes in these countries can result in government restrictions upon the continuation of ongoing work.


Economic conditions in both the United States and foreign countries, and global prices and availability of oil and other commodities could potentially have an adverse effect on the demand for some of our services, including our aviation services.


Due toProlonged periods of inflation where we do not have adequate inflation protections in our customer contracts may adversely affect us by increasing costs beyond what we can recover through price increases.

Recently, inflation has increased throughout the natureU.S. economy. Inflation can adversely affect us by increasing the costs of labor, material and other costs. In addition, inflation is often accompanied by higher interest rates, which could increase the cost of our workoutstanding debt obligations. In an inflationary environment, depending on economic conditions, we could potentiallymay be exposedunable to legal actions arising fromraise prices enough to keep up with the rate of inflation, which would reduce our operations.

Our work includes many manual tasks, including warehousing, shippingprofit margins. Although we have minimized the effect of inflation on our business through contractual protections, the presence of longer pricing periods within our contracts increases the likelihood that there will be sustained or higher than anticipated increases in costs of labor or material. We have experienced, and packingcontinue to experience, increases in the prices of truck parts inventory, maintaining and repairing military and non-military vehicles and equipment, and maintaining and overhauling U.S. Navy ships. We also repair engines and engine accessories for general aviation jet aircraft. Some of our work efforts involve the handling of hazardous materials. These services may pose certain challenges that could cause us to be exposed to legallabor, materials and other liabilities arising from performance issues, work related incidents, or employee misconduct that result in damages, injury or death to third parties. Such eventscosts of providing service. Continued inflationary pressures could cause us to suffer financial losses and adversely affect our financial condition. (See Item 3. "Legal Proceedings” below.)

Technology security and cyber attack risks could potentially impact our financial results.profitability.

We face the threat to our computer systems of unauthorized access, computer hackers, computer viruses, malicious code, organized cyber-attacks and other security problems and system disruptions, including possible unauthorized access to our and our clients' proprietary or classified information.

Some of our contract work includes data management and technology services associated with Social Security Administration and military medical and health records. This exposes us to certain information and technology security risks. If there is a security breach of sensitive data in our custody or for which we provide services, we could possibly be held liable for damages to third parties related to such security breach and incur costs to prevent future incidents. We also provide refurbishment, maintenance and training services support to international clients directly and through DoD. Foreign nations with interests that conflict with the international clients we support could be motivated to conduct a cyber-attack to access information on these programs.

Costs associated with preventing or remediating information management security breaches have not had a material adverse effect on our capital expenditures, earnings, or competitive position. However, the occurrence of a future security breach event could potentially have such an adverse effect.

Acquisitions, which have been a part of our business strategy in recent years, present certain risks.

The acquisition of a business that subsequently does not meet expected operating and financial performance targets, the ineffective integration of an acquisition, our inability to service debt associated with an acquisition, or the failure to timely complete an acquisition could adversely affect our financial performance.


The nature of our operations and work performed by our employees present certain challenges related to work forceworkforce management.


Our financial performance is heavily dependent on the abilities of our operating and administrative staff with respect to technical skills, operating performance, pricing, cost management, safety, and administrative and compliance efforts. A wide diversity of contract types, nature of work, work locations, and legal and regulatory complexities challenges our administrative staff and skill sets. We also face challenges associated with our quality of workforce, quality of work, safety, and labor relations compliance. Our current and projected work in foreign countries exposes us to challenges associated with export and ethics compliance, local laws and customs, workforce issues, extended supply chain, political unrest and war zone threats. Failure to attract or retain an adequately skilled workforce, lack of knowledge or training in critical functions, or inadequate staffing levels can result in lost work, reduced profit margins, losses from cost overruns, performance deficiencies, workplace accidents, and regulatory noncompliance.


Our business could be adversely affected by incidents that could cause an interruption in our operations or impose a significant financial liability on us.


Disruption of our operations due to internal or external system or service failures, accidents or incidents involving employees or third parties working in high-risk locations, or natural disasters, health crisis, epidemics or pandemics, including the COVID-19
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pandemic, or other crises could adversely affect our financial performance and condition. The COVID-19 pandemic could potentially impact our global supply chain network for any of our segments. A fire, flood, earthquake, or other natural disaster, health crises, epidemic, pandemic or other crisis at or affecting physical facilities that support key revenue generating operations, or a procurement system or contractual delay could potentially interrupt the revenues from our operations.



Investments in inventory and facilities could cause losses if certain work is disrupted or discontinued.

We have made investments in inventory, facilities and lease commitments to support specific business programs, work requirements, and service offerings. A slowing or disruption of these business programs, work requirements, or service offerings that results in operating below intended levels could cause us to suffer financial losses.

We are subjectdependent on access to numerous government rules and regulations that could expose us to potential liabilities or work loss.

We must comply with and are affected by laws and regulations relating to the award, administration and performance of third party package delivery companies.

Our ability to provide efficient distribution of the products we sell to our customers is an integral component of our overall business strategy, both domestic and international. We do not maintain our own delivery networks, and instead rely on third‑party package delivery companies. We cannot assure that we will always be able to ensure access to preferred shipping and delivery companies or that these companies will continue to meet our needs or provide reasonable pricing terms. In addition, if the package delivery companies on which we rely on experience delays resulting from inclement weather or other disruptions, we may be unable to maintain products in inventory and deliver products to our customers on a timely basis, which may adversely affect our results of operations and financial condition.

Uncertain government budgets and shifting government priorities could delay contract awards and funding and adversely affect our ability to continue work under our government contracts. A violation of laws or regulationsAdditionally, federal procurement directives could result in our loss of work on current programs to small business set-asides and large multiple award contracts.

Our government business is subject to funding delays, terminations (including at the impositiongovernment's convenience), reductions, in-sourcing, extensions and moratoriums associated with the government’s budgeting and contracting process. The federal procurement environment is unpredictable and could adversely affect our ability to perform work under new and existing contracts. We have experienced delays in contract awards and funding on our contracts in recent years that have adversely affected our ability to continue existing work and to replace expiring work. Additionally, our government business is subject to the risk that one or more of fines and penalties or the termination ofour potential contracts or debarmentcontract extensions may be diverted by the contracting agency to a small or disadvantaged or minority-owned business pursuant to set-aside programs administered by the U.S. Small Business Administration, or may be bundled into large multiple award contracts for very large businesses. These risks can potentially have an adverse effect on our revenue growth and profit margins.

Changes to DoD business practices could have a material effect on DoD's procurement process and adversely impact our current programs and potential new awards.

The defense industry has experienced, and we expect will continue to experience, significant changes to business practices resulting from working or biddinggreater DoD focus on government contracts.

In some instances,affordability, efficiencies, business systems, recovery of costs, and a re-prioritization of available defense funds to key areas for future defense spending. The DoD continues to adjust its procurement practices, requirements criteria, and source selection methodology in an ongoing effort to reduce costs, gain efficiencies, and enhance program management and control. We expect the DoD's focus on business practices to impact the contracting environment in which we operate as we and others in the industry adjust our practices to address the DoD's initiatives and the reduced level of spending by the DoD. Depending on how these government contract laws and regulations impose terms or rights thatinitiatives are significantly more favorable to the government than those typically available to commercial parties in negotiated transactions. For example, the government may terminate any government contract or subcontract at its convenience,implemented, they could have an impact on our current programs, as well as for performance default.

A termination for defaultnew business opportunities with the DoD. As a result of certain of these initiatives, we experienced, and may continue to experience, a higher number of audits and/or lengthened periods of time required to close open audits. Such additional or lengthier audits could expose us to liability and have a material adverse effect on our ability to compete for future contractsbusiness, financial condition and orders. A termination for default could also impact our past performanceresults of operations.

Legal and ability to obtain new or additional work. In addition, the government could terminate a prime contract under which we are a subcontractor, irrespective of the quality of services provided by us as a subcontractor.Regulatory Risks

Additionally, our contract work that is performed by our subcontractors is subject to government compliance, performance requirements and financial risks. If any of our subcontractors fail to timely meet their contractual obligations or have regulatory compliance or other problems, our ability to fulfill our obligations as a prime contractor may be jeopardized.

The aviation industry is highly regulated by the U.S. Federal Aviation Administration ("FAA") and similar regulatory agencies in other countries. Aviation engines and engine components that we sell must meet certain airworthiness standards established by the FAA or the equivalent agencies in certain other countries. We also operate repair facilities that are licensed by the FAA and equivalent agencies of certain other countries to perform such services. New and more stringent regulations may be adopted in the future that could have an adverse effect on us.


Our business could be adversely affected by government audits or investigations.


Government agencies, including the Defense Contract Audit Agency, the Defense Contract Management Agency and the Department of Labor, routinely audit and investigate government contractors. These agencies review a contractor’s performance under its contracts, cost structure and compliance with applicable laws, regulations and standards. The government also may review the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the
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contractor’s purchasing, property, estimating, compensation and management information systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed and any such costs already reimbursed must be refunded.

The scope and rigor of government agency audits and investigations have increased in recent years, resulting in a greater likelihood that an audit or investigation may result in an adverse outcome. We have been subject to unfavorable findings and recommendations from various government agencies from time to time. We expect that government agencies will continue to rigorously audit and investigate us and there may be adverse or disputed findings, resulting in corrective action plans and/or settlements.

If an audit or investigation uncovers improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or debarment from doing business with the government. In addition, we could suffer serious harm to our reputation if allegations of impropriety were made. Performance of international work can expose us to risks associated with the Foreign Corrupt Practices Act and Export Control Act compliance.


InvestmentsWe are subject to numerous government rules and regulations that could expose us to potential liabilities or work loss.

We must comply with and are affected by laws and regulations relating to the award, administration and performance of government contracts. A violation of laws or regulations could result in the imposition of fines and penalties or the termination of contracts or debarment from working or bidding on government contracts.

In some instances, these government contract laws and regulations impose terms or rights that are significantly more favorable to the government than those typically available to commercial parties in negotiated transactions. For example, the government may terminate any government contract or subcontract at its convenience, as well as for performance default.

A termination for default could expose us to liability and have a material adverse effect on our ability to compete for future contracts and orders. A termination for default could also impact our past performance and ability to obtain new or additional work. In addition, the government could terminate a prime contract under which we are a subcontractor, irrespective of the quality of services provided by us as a subcontractor.

Additionally, our contract work that is performed by our subcontractors is subject to government compliance, performance requirements and financial risks. If any of our subcontractors fail to timely meet their contractual obligations or have regulatory compliance or other problems, our ability to fulfill our obligations as a prime contractor may be jeopardized.

The aviation industry is highly regulated by the FAA and similar regulatory agencies in other countries. Aviation engines, engine accessories and components that we sell must meet certain airworthiness standards established by the FAA or the equivalent agencies in certain other countries. We also operate repair facilities that are licensed by the FAA and equivalent agencies of certain other countries to perform such services. New and more stringent regulations may be adopted in the future that could have an adverse effect on us.

Lastly, border tariffs and new trade deals could have significant effects on our customers and, in turn, on our suppliers, which may impact our business.

Due to the nature of our work, we could potentially be exposed to legal actions arising from our operations.

Our work includes many manual tasks, including warehousing, shipping and packing of truck parts inventory, maintaining and repairing military and non-military vehicles, aircraft and equipment, and maintaining and overhauling U.S. Navy ships. Some of our work efforts involve the handling of hazardous materials. These services may pose certain challenges that could cause losses if certainus to be exposed to legal and other liabilities arising from performance issues, work is disruptedrelated incidents or discontinued.

We have made investmentsemployee misconduct that result in facilities and lease commitmentsdamages, injury or death to support specific business programs, work requirements, and service offerings. A slowing or disruption of these business programs, work requirements, or service offerings that results in operating below intended levelsthird parties. Such events could cause us to suffer financial losses.losses and adversely affect our financial condition. See Item 3, "Legal Proceedings” below.


Environmental and pollution risks could potentially impact our financial results.


Our operations are subject to and affected by a variety of existing federal, state, and local environmental protection laws and regulations. In addition, we could be affected by future laws or regulations, including those imposed in response to concerns over climate change, other aspects of the environment, or natural resources. We expect to incur future capital and operating costs to comply with current and future environmental laws and regulations, and such costs could be substantial, depending on
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the future proliferation of environmental rules and regulations and the extent to which we discover currently unknown environmental conditions.

Some of our contract work includes the use of chemical solvents and the handling of hazardous materials to maintain, repair, and refurbish vehicles, aircraft engines, and equipment. This exposes us to certain environmental and pollution risks. Various federal, state, and local environmental laws and regulations impose restrictions on the discharge of pollutants into the environment and establish standards for the transportation, storage, and disposal of toxic and hazardous wastes. Substantial fines, penalties, and criminal sanctions may be imposed for noncompliance, and certain environmental laws impose joint and several "strict liability" for remediation of spills and releases of oil and hazardous substances. Such laws and regulations impose liability upon a party for environmental cleanup and remediation costs and damage without regard to negligence or fault on the part of such party and could expose us to liability for the conduct of or conditions caused by third parties.

Costs associated with compliance with Federal, State and local provisions regulating the discharge of materials or that otherwise relate to the protection of the environment have not had a material adverse effect on our capital expenditures, earnings, or competitive position. However, we cannot predict the likelihood of such a material adverse effect should we experience the occurrence of a future environmental or pollution event.



The adoption of new environmental laws and regulations, stricter enforcement of existing laws and regulations, imposition of new cleanup requirements, discovery of previously unknown or more extensive contamination, litigation involving environmental impacts, our inability to recover related costs under our government contracts, or the financial insolvency of other responsible parties could cause us to incur costs that could have a material adverse effect on our financial position, results of operations, or cash flows.

Technology Risks

Technology security and cyber-attack risks could potentially impact our financial results.

We face the threat to our computer systems of unauthorized access, computer hackers, computer viruses, malicious code, organized cyber-attacks and other security problems and system disruptions, including possible unauthorized access to our and our clients' proprietary or classified information.

Some of our contract work includes data management and technology services associated with Social Security Administration and military medical and health records. This exposes us to certain information and technology security risks. If there is a security breach of sensitive data in our custody or for which we provide services, we could possibly be held liable for damages to third parties related to such security breach and incur costs to prevent future incidents. We also provide refurbishment, maintenance and training services support to international clients directly and through the DoD. Foreign nations with interests that conflict with the international clients we support could be motivated to conduct a cyber-attack to access information on these programs.

We maintain a cybersecurity risk management program to monitor and mitigate cybersecurity threats and an incident response plan for emerging threats.Costs associated with preventing or remediating information management security breaches or complying with related laws and regulations have not had a material adverse effect on our capital expenditures, earnings or competitive position. Additionally, we have obtained insurance that provides coverage for certain cybersecurity incidents. However, the occurrence of a future security breach event could potentially have such an adverse effect.

Financial Risks

There can be no assurance we will continue to pay dividends at current levels or in the future.

The payment of cash dividends and repurchases of our common stock are subject to limitations under applicable law and our bank loan agreement, and to the discretion of our board of directors, considered in the context of then current conditions, including our earnings, other operating results, and capital requirements. Declines in asset values or increases in liabilities, including liabilities associated with benefit plans and assets and liabilities associated with taxes, can reduce stockholders’ equity. A deficit in stockholders’ equity could limit our ability under Delaware law to pay dividends.





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Our debt exposes us to certain risks.

As of December 31, 2022, we had$286 million of total debt outstanding (net of unamortized debt issuance costs). The amount of our existing debt, combined with our ability to incur significant amounts of debt in the future, could have important consequences, including:

Increasing our vulnerability to adverse economic or industry conditions;
Requiring us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, strategic initiatives, and general corporate purposes;
Increasing our vulnerability to, and limiting our flexibility in planning for, or reacting to, changes in our business or the industries in which we operate;
Exposing us to the risk of higher interest rates on borrowings under our Credit Facility, which are subject to variable rates of interest;
Placing us at a competitive disadvantage compared to our competitors that have less debt; and
Limiting our ability to borrow additional funds.

Market volatility and adverse capital market conditions may affect our ability to access cost-effective sources of funding and may expose us to risks associated with the financial viability of suppliers and subcontractors.

The financial markets can experience high levels of volatility and disruption, reducing the availability of credit for certain issuers. We may access these markets from time to time to support certain business activities, including funding acquisitions and refinancing existing indebtedness. We may also access these markets to acquire credit support for our letters of credit. A number of factors could cause us to incur higher borrowing costs and experience greater difficulty accessing public and private markets for debt. These factors include disruptions or declines in the global capital markets and/or a decline in our financial performance, outlook, or credit ratings. The occurrence of any or all of these events may adversely affect our ability to fund our operations, meet contractual commitments, make future investments or desirable acquisitions, or respond to competitive challenges.


ITEM 1B. Unresolved Staff Comments


None.




ITEM 2. Properties


Our executive and administrative headquarters are located in a five-story building in Alexandria, Virginia, with approximately 95,000 square feet of office space leased by us through April 2027.

We own facilities located in an industrial park in Somerset, Pennsylvania that we use to conduct the operations of our Supply Chain Management Group. These properties consist of approximately 30 acres of land and buildings totaling approximately 271,000 square feet of office, engineering, and warehouse space.

We own two properties that we use to conduct the operations of our Aviation Group. We own and operate a property consisting of approximately one acre of land and a building with approximately 14,000 square feet of warehouse and office space in Miami, Florida. We own and operate a property consisting of a building with approximately 30,500 square feet of warehouse and office space in Independence, Kansas that is located on leased municipal airport land.

We own and operate two facilities in Ladysmith, Virginia. One of these properties consists of approximately 44 acres of land and multiple storage and vehicle maintenance buildings totaling approximately 56,000 square feet of space. The other property consists of 30 acres of land and buildings totaling approximately 13,500 square feet of space. We also own and operate two properties in Texarkana, Arkansas consisting of an aggregate of approximately 16 acres of land and buildings totaling approximately 114,000 square feet. We use these properties primarily to provide refurbishment services for military equipment, storage and maintenance.

We also provide services and products from facilities generally occupied under short-term leases primarily located near customer sites to facilitate communications and enhance program performance. As of December 31, 2017,2022, we owned or leased approximately 19 such facilities withbuilding space (including offices, warehouses, shops, and other facilities) at 30 locations. Our major operations are at the following locations:

Aviation - Doral and Miramar, Florida; Independence and Augusta, Kansas; Hebron, Kentucky; and Phoenix, Arizona
Fleet - Somerset, Pennsylvania; Olive Branch, Mississippi; and Grand Prairie, Texas
Federal and Defense - Alexandria, Virginia; Ladysmith, Virginia; Texarkana, Arkansas; Kahului, Hawaii; Columbia, Maryland; Greensboro, North Carolina; Charleston, South Carolina; and Sterling Heights, Michigan
Corporate - Alexandria, Virginia

The following is a total of approximately 319,000square feet of office, shop, and warehouse space. Our employees often provide services at customer facilities, limiting our requirement for additional space. We also provide services from locations outsidesummary of the United States, generally at foreign shipyards or U.S. military installations.square footage our of floor space as of December 31, 2022 (in thousands):



OwnedLeasedTotal
Aviation Segment91 180 271
Fleet Segment271 592 863
Federal and Defense Segment148 344 492
Corporate— 9595
Total510 1,211 1,721

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We consider our facilities to be in good operating condition and sufficient to meet our operational needs for the foreseeable future.


ITEM 3. Legal Proceedings
    

Hawaii Litigation

In 2012, the estates of five deceased individuals and their relatives filed complaints in a state court 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. Together with our insurance carriers, we settled this matter with all plaintiffs in 2017, resulting in no material adverse effect on our results of operations, financial condition, or cash flows.
Aviation Litigation

In November 2016, a lawsuit, Arrieta et al vs. Prime Turbines LLC et al, was filed in the District Court of Texas in Dallas County, by Edgar Arrieta, and four other plaintiffs against VSE subsidiaries, Kansas Aviation of Independence, L.L.C. and Prime Turbines LLC, and three other unrelated defendants. Since the lawsuit was filed, five other plaintiffs have joined the lawsuit. The other named defendants are Pratt & Whitney of Canada Corporation, Cessna Aircraft Company and Woodward Inc. The plaintiffs allege that on April 1, 2016, a plane crashed resulting in the death of three plaintiffs and serious injuries to six other plaintiffs and that VSE's subsidiaries were negligent in providing maintenance, service and inspection of the airplane engine prior to the crash. Plaintiffs are seeking monetary relief over $1.0 million from the defendants. The trial is scheduled for November 2018. VSE together with its insurance carrier, will aggressively defend the proceedings. While the results of legal proceedings cannot be predicted with certainty and the amount of loss, if any, cannot be reasonably estimated, we believe that the likelihood of this lawsuit having a material adverse effect on our results of operation, financial condition, or cash flows is remote.

In addition to the above-referenced Aviation Litigation, weWe may have certain claims in the normal course of business, including legal proceedings against us and against other parties. In our opinion, the resolution of these other claims will not have a material adverse effect on our results of operations, financial position or cash flows. However, because the results of any legal proceedings cannot be predicted with certainty, the amount of loss, if any, cannot be reasonably estimated.



Further, from time-to-time, government agencies investigate whether our operations are being conducted in accordance with applicable contractual and regulatory requirements. Government investigations of us, whether relating to government contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed upon us, or could lead to suspension or debarment from future government contracting. Government investigations often take years to complete and many result in no adverse action against us. We believe, based upon current information, that the outcome of any such government disputes and investigations will not have a material adverse effect on our results of operations, financial position,condition or cash flows.




ITEM 4. Mine Safety Disclosures


Not applicable.


ITEM 4(a).Executive Officers of Registrant

Our executive officers are listed below, as well as information concerning their age and positions held with VSE. There is no family relationships among any of our executive officers. The executive officers are appointed annually to serve until the first meeting of VSE's Board of Directors (the "Board") following the next annual meeting of stockholders and until their successors are elected and have qualified, or until death, resignation or removal, whichever is sooner.
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NameAgePosition with Registrant
Joseph R. Brown61President, Federal Services Group
Maurice A. Gauthier70Director, Chief Executive Officer, President and Chief Operating Officer
Paul W. Goffredi60President, VSE's subsidiary VSE Aviation, Inc.
Thomas M. Kiernan50Vice President, General Counsel and Secretary
Thomas R. Loftus62Executive Vice President and Chief Financial Officer
Chad Wheeler43President, VSE's subsidiary Wheeler Bros., Inc.

Mr. Brown was appointed the PresidentTable of the Federal Services Group in May 2015. Mr. Brown brings over 20 years of experience as a program and business unit manager at VSE. Mr. Brown leads a team whose primary focus is refurbishment services to extend and enhance the life of existing vehicles and equipment, fleet-wide ship and aircraft support, aircraft sustainment and maintenance, foreign military sales 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 U.S. and foreign military customers. Prior to joining VSE in 1996, Mr. Brown served 20 years active duty in the U.S. Navy. He earned a Bachelor of Business Administration from University of Maryland University College and an Associate of Science in Mechanical Engineering from the University of Tennessee at Knoxville.Contents

Mr. Gauthier has served as VSE's Chief Executive Officer, President and Chief Operating Officer since April 2008, and has served as a Board member since February 2009.

Mr. Goffredi has served as President and Chief Operating Officer of our subsidiary VSE Aviation, Inc. since January 2015, when VSE Aviation, Inc. acquired Prime Turbines LLC (including both U.S. and Germany-based operations), CT Aerospace LLC, Kansas Aviation of Independence, L.L.C. and Air Parts & Supply Co. (collectively, "the Aviation Acquisition"). His focus and background includes business development, strategic OEM and major customer relations, supply chain management, engine and material acquisition, and operational excellence and improvement. Prior to joining VSE, Mr. Goffredi served for three years as Chief Operating Officer for Killick Aerospace, and 13 years with BBA Aviation as Program Director for all Honeywell Engine Programs. Mr. Goffredi received a degree in Business Administration from Mesa State College (Colorado) and holds an MBA in Marketing and Finance from The University of St. Thomas (Texas).

Mr. Kiernan has served as VSE's Vice President, General Counsel and Secretary since November 2008.

Mr. Loftus has served as VSE's Chief Financial Officer and Executive Vice President since March 2002. Mr. Loftus has served in various roles of increasing responsibility at VSE since 1978, and served as VSE's Comptroller, Senior Vice President and Corporate Tax Director from March 1999 to February 2002.

Mr. Wheeler has served as President and Chief Operating Officer of Wheeler Bros., Inc. ("WBI") since July 2013. Since 1991, Mr. Wheeler has served in various roles at WBI, including Senior Vice President of Operations, Senior Vice President of Sales and Marketing, and Marketing and Sales Manager. While serving as Marketing and Sales Manager, Mr. Wheeler coordinated

implementation of WBI's Managed Inventory Program which is used at the USPS' Vehicle Maintenance Facilities throughout the country. Mr. Wheeler graduated summa cum laude from Indiana University of Pennsylvania in 1998 with a degree in Marketing.


PART II



ITEM 5. Market for Registrant's Common Equity, Related Stockholder Mattersand Issuer Purchases of Equity Securities

(a)Market Information


VSE common stock, par value $0.05 per share, is traded on Thethe NASDAQ Global Select Market ("NASDAQ"), trading symbol, "VSEC," Newspaper listing, "VSE."VSEC."


In May 2016, our Board approved a two-for-one stock split effected in the form of a stock dividend ("Common Stock Split"). The Stock Split had a record date of July 20, 2016 and stock distribution occurred on August 3, 2016. All share and per share amounts have been adjusted to give retroactive effect to the increased number of shares of common stock outstanding due to the Stock Split.- Dividend Paid Per Share

Dividend Paid Per Share
Quarter Ended20222021
March 31$0.10 $0.09 
June 30$0.10 $0.09 
September 30$0.10 $0.09 
December 31$0.10 $0.10 
For the Year$0.40 $0.37 
The following table sets forth the range of high and low sales price (based on information reported by The NASDAQ Global Select Market) and cash dividend per share information for our common stock for each quarter and annually during the last two years. Sales prices and cash dividend per share information have been adjusted for the Stock Split.
Holders
Quarter Ended High Low Dividends
2016:      
March 31 $35.60
 $26.38
 $0.055
June 30 35.98
 30.86
 0.060
September 30 38.23
 29.94
 0.060
December 31 42.69
 26.16
 0.060
For the Year $42.69
 $26.16
 $0.235
       
2017:  
  
  
March 31 $42.18
 $34.98
 $0.060
June 30 45.93
��38.90
 0.070
September 30 58.70
 41.95
 0.070
December 31 59.90
 45.12
 0.070
For the Year $59.90
 $34.98
 $0.270


(b)Holders

As ofof February 1, 2018,2023, VSE common stock, par value $0.05 per share, was held by approximately 241 216 stockholders of record. The number of stockholders of record is not representative of the number of beneficial holders because many of VSE's shares are held by depositories, brokers or nominees.


(c)Dividends


Pursuant to our bank loan agreement, (seeas discussed in Note 7, Debt, of "Notes(7) "Debt" to our Consolidated Financial Statements"Statements included in Item 8 of this annual report on Form 10-K),10-K, the payment of cash dividends is subject to annual rate restrictions. We have paid cash dividends each year since 1973 and have increased our dividend each year since 2004.1973.


(d)Certain Sales and Repurchases of VSE Common Stock


During the fiscal year covered by this Form 10-K, VSE did not sell any of its equity securities that were not registered under the Securities Act of 1933, as amended.Act. During the fourth quarter of the fiscal year covered by this Form 10-K, no purchases of equity securities of VSE were made by or on behalf of VSE or any "affiliated purchaser" (as defined in Exchange Act Rule 10b-18 (a)(3)) under the Exchange Act) other than 12,47323,044 shares of our restricted common stock that were voluntarily forfeited to VSE by participants in its 2006 Restricted Stock Plan (the "2006 Plan") to cover their personal tax liability for restrictedvesting stock awards.awards under the 2006 Plan.




(e)
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Equity Compensation Plan Information


We have two compensation plans approved by our stockholders under which our equity securities are authorized for issuance to employees and directors: (i)the 2006 Plan and the VSE Corporation 2004 Non-Employee Directors2021 Employee Stock Purchase Plan ("ESPP"). The following table sets forth the amounts of securities authorized for issuance under the 2006 Plan and (ii) the VSE Corporation 2006 Restricted Stock Plan.

AsESPP as of December 31, 2017, 132,357 shares2022.

Plan CategoryNumber of securities to be issued upon exercise of outstanding options, warrants and rightsWeighted-average exercise price of outstanding options, warrants and rightsNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(a)(b)(c)
Equity compensation plans approved by security holders136,086 $42.94 926,607 
Equity compensation plans not approved by security holders— $— — 
Total136,086 $42.94 926,607 

See Note (10) "Stock-Based Compensation Plans" to our Consolidated Financial Statements included in Item 8 of VSE common stock were availablethis annual report on Form 10-K for future issuance underadditional information regarding the VSE Corporation 2004 Non-Employee Directors Stock2006 Plan and 436,532 sharesthe ESPP.


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Table of VSE common stock were available for future issuance under the VSE Corporation 2006 Restricted Stock Plan.Contents


Performance Graph


Set forth below is a lineThe following graph comparingcompares the cumulative total return of VSEon our common stock with (a)(i) a performance index for the broad market, (Thethe NASDAQ Global Select Market)Market, on which VSEour common stock is traded, and (b)(ii) a published industry index. VSE common stock is traded on The NASDAQ Global Select Market,index, the S&P 500 Aerospace & Defense Index, and (iii) our industryprevious peer group is engineeringcomprised of the following: Heico Corporation, Dorman Products, Inc., V2X Inc., and technical services (formerly SIC Code 8711). Accordingly, the performance graph compares the cumulative total return for VSE common stock with (a) an index for The NASDAQ Global Select Market (U.S. companies) ("NASDAQ Index") and (b)CACI International Inc. Due to recent consolidations within our peer group.group, we replaced our peer group with the S&P 500 Aerospace & Defense index.



The graph assumes an initial investment of $100 on 12/31/17 and that all dividends have been reinvested. The comparisons are not intended to be indicative of future performance of our common stock.




vsec-20221231_g2.jpg
*$100 invested on 12/31/1217 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.














Performance Graph Table


 201720182019202020212022
VSE10062.2079.9782.00130.82101.58
NASDAQ Composite10097.16132.81192.47235.15158.65
S&P Aerospace & Defense10091.93119.81100.56113.86133.64
Previous Peer Group100125.18179.30199.71220.89228.02

 2012 2013 2014 2015 2016 2017
VSE100 197.84 273.38 259.75 326.82 410.02
NASDAQ Composite100 141.63 162.09 173.33 187.19 242.29
Peer Group100 152.19 158.10 173.87 190.30 211.15


ITEM 6. Selected Financial Data

(in thousands, except per share data)

[Reserved]
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 Years ended December 31,
 2017 2016 2015 2014 2013
          
Revenues$760,113
 $691,790
 $533,982
 $424,071
 $471,638
          
Income from continuing operations$39,096
 $26,793
 $24,918
 $20,489
 $23,990
Loss from discontinued operations
 
 
 (1,124) (1,138)
Net income$39,096
 $26,793
 $24,918
 $19,365
 $22,852
          
Basic earnings per share:         
Income from continuing operations$3.61
 $2.48
 $2.32
 $1.91
 $2.25
Loss from discontinued operations
 
 
 (0.10) (0.11)
Net income$3.61
 $2.48
 $2.32
 $1.81
 $2.14
          
Diluted earnings per share:         
Income from continuing operations$3.60
 $2.47
 $2.31
 $1.91
 $2.25
Loss from discontinued operations
 
 
 (0.10) (0.11)
Net income$3.60
 $2.47
 $2.31
 $1.81
 $2.14
          
Cash dividends per common share$0.270
 $0.235
 $0.215
 $0.195
 $0.175


Table of Contents
 As of December 31,
 2017 2016 2015 2014 2013
          
Working capital$134,563
 $110,021
 $100,780
 $33,037
 $46,828
          
Total assets$629,013
 $661,839
 $617,354
 $353,430
 $380,077
          
Long-term debt$165,614
 $193,621
 $215,243
 $23,483
 $64,221
          
Long-term lease obligations$20,581
 $21,959
 $23,251
 $24,584
 $25,721
          
Stockholders' equity$293,095
 $255,194
 $229,309
 $205,489
 $186,803

This consolidated summary of selected financial data should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this Form 10-K and with the Consolidated Financial Statements and related Notes included in Item 8 of this Form 10-K. The historical results set forth in this Item 6 are not necessarily indicative of VSE's future results of operations.


ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations


ExecutiveThe following discussion and analysis should be read in conjunction with our consolidated statements and related notes included in Item 8. "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. The following generally discusses 2022 and 2021 items and year-to-year comparisons between 2022 and 2021. Discussions of 2020 items and year-to-year comparisons between 2021 and 2020 that are not included in this Form 10-K can be found under Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for fiscal year ended December 31, 2021, filed with the SEC on March 11, 2022.

Business Overview

Customers and Services


We are a diversified aftermarket products and services andcompany providing repair services, parts distribution, logistics, supply chain management company that assists our clients in sustaining, extending the service life, and improving the performance of their transportation equipment, and other assets and systems. We provide logistics and distributionconsulting services for legacy systemsland, sea and equipmentair transportation assets to government and professional and technical services to the United States Government (the "government"), including the United States Department of Defense ("DoD"), the United States Postal Service ("USPS") and federal civilian agencies, and to commercial and other customers. Our largest customers are the DoD and the USPS. Our operations include supply chain management solutions, parts supply and distribution, and maintenance, repair, and overhaul (“MRO”) services for vehicle fleet, aviation, and other clients; vehicle and equipment maintenance and refurbishment; logistics; engineering; energy and environmental services; IT and health care IT solutions; and consulting services. See Item 1 “Business - Revenues and Contracts” above for revenues by customer.

Organization and Segments

markets. Our operations are conducted within three reportable segments aligned with our management groups: 1) Supply Chain Management; 2) Aviation;operating segments: Aviation, Fleet and 3) Federal Services. Beginningand Defense.

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

Our Aviation segment has seen favorable results due to successful investments in 2017, we havegrowth initiatives, resulting in a 65% increase in annual revenue, totaling $408 million. The expansion of our distribution services was driven by new initiatives offering comprehensive “tip-to-tail” product-line solutions. Our repair business experienced growth from both the recovery of the commercial market and increased market share in the business and general aviation sector. These factors, combined our former IT, Energy and Management Consulting Group with our Federal Services Group.growth initiatives, led to a 75% increase in distribution revenue and a 42% increase in repair revenue in 2022 compared to the prior period. In 2022, we secured key multi-year distribution deals for both domestic and new international markets. The new distribution initiatives are expected to bring in sustainable and recurring revenue with growth opportunities, contributing to future positive results. With continued growth in the distribution business and recovery in commercial markets, our focus is on investing in businesses and programs that will broaden our portfolio and reach new customers. The January 2023 acquisition of Precision Fuel Components expands our product offerings and customer base, offering strategic cross-selling opportunities and market share in niche B&GA related markets. The Aviation segment is expected to see continued growth due to progress on new initiatives, offering a favorable outlook for 2023.


Supply Chain Management Group- Fleet Segment

Our Supply Chain Management Group provides sourcing, acquisition, scheduling, transportation, shipping, logistics, data management,Fleet segment continues to see growth in revenue from commercial fleet customers and other services to assist our clients with supply chain management efforts. Operations of this group are conductede-commerce fulfillment, as the segment moves towards revenue diversification. Fleet is executing its revenue diversification strategy by our wholly owned subsidiary Wheeler Bros., Inc., which supports the USPS, commercial truck fleets,acquiring new customers and DoD with fleet management and sustainment solutions, and managed inventory services. The primary revenue source for this group is the USPS Managed Inventory Program ("MIP") that supplies vehicle parts and mission critical supply chain supportexpanding product options for the USPS vehicle fleet.

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 suppliese-commerce fulfillment business. Commercial customer revenue continues to a diversified client base of corporate and private aircraft owners, regional airlines, aviation manufacturers, 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 servicesexperience strong growth, increasing 42% in 2022 compared to the U.S. Navy and Marine Corps, U.S. Army and Army Reserve, U.S. Air Force, and other customers. Significant work efforts for this group include assistanceprior year. We anticipate continued growth as we extend our reach to meet the U.S. Navy in executing its Foreign Military Sales (“FMS”) Program for surface ships sold, leased or granted to foreign countries, 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 operations and logistics at Fort Benning, Georgia, and our U.S. Army Reserve vehicle refurbishment program and various vehicle and equipment refurbishment, maintenance and sustainment programs for U.S. Army commands.

Our Federal Services Group also provides energy and environmental consulting services and IT solutions and services with a focus on medical and health related fields for various DoD and federal civilian agencies, includingincreasing demand from the United States Departments of Energy; the Social Security Administration; the National Institutes of Health; customers in the military health system; and other government agencies and commercial clients.





Concentration of Revenues


(in thousands)
Years ended December 31,
Source of Revenues 2017 % 2016 % 2015 %
USPS $180,205
 24 $181,215
 26 $184,876
 35
FMS Program 185,556
 24 169,754
 25 76,476
 14
Other 394,352
 52 340,821
 49 272,630
 51
Total Revenues $760,113
 100 $691,790
 100 $533,982
 100

Management Outlook

We saw revenue growth in 2017 of 10% over 2016 revenues, which was up 30% over 2015 revenues. The improvement in ourmarket. In 2022, commercial revenues were again led by40% of total Fleet segment revenue compared to 18% in 2020, demonstrating the continued success of our Federal Services Grouprevenue diversification strategy. To support commercial revenue, Fleet opened a new distribution warehouse and e-commerce center of excellence in Olive Branch, MS (near Memphis, TN), in January 2023. The new facility, which doubles the existing warehouse space, enhances Fleet's geographical coverage and product offerings for which revenues increased by 16%. Increased revenuescustomers. The launch of the new location will allow Fleet to keep up with the growing demand for e-commerce fulfillment. Additionally, we generated steady revenue from our Supply Chain Management Group also contributed to our revenue growth in 2017. We are pursuing initiatives in eachsupport of our groups to sustain our growth.

Our 2017 Federal Services Group revenues increase resulted primarily from a full year of performance on our RRAD ERS Program as compared to a partial year of performance in its 2016 start-up year. Various smaller programs also contributed to revenue increases in this group. Our FMS Program remains the largest contributor to our Federal Services Group revenues and FMS Program revenues increased 9% over 2016. Our Federal Services Group revenues were supported by contract funding awards exceeding $400 million and funded contract backlog exceeding $300 million for the second consecutive year. However, funding activity has been clouded by federal government budget uncertainties in the fourth quarter of 2017 and early 2018. 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. Additionally, we have developed strong international business relationships through our decades of work with foreign client countries. We are extending these relationships to market our services to several international clients.

Our vehicle parts supply and inventory management support for the USPS delivery vehicle fleet continuesthrough supplying parts and managing inventory, with revenue increasing 4% in 2022 compared to provide steady revenues while increases in parts sales and supply chain and inventory management support services to our DoD and commercial clients have provided revenue growth in our Supply Chain Management Group. Sales from the Supply Chain Management Group to DoD increased 51% and revenue from commercial customers increased 25% in 2017 from the prior year. Our investment in resources and management efforts to diversify and expand our operational capacity, market channels, and client base has resulted in the capture and on-boarding of new commercial customers in 2017. 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 ourselvesready to support both newly procurednew vehicles as they are placed in serviceadded to the fleet and agingexisting vehicles that remainstill in service. While it will likely be several years before the planned custom next-generation delivery vehicle is placed in service in significant numbers, the USPS has begun some shorter term annual vehicle acquisitions through the procurement of commercial of-the-shelf ("COTS") mass-market vehiclesOur experience and the retirement of some of its aging COTS vehicles. While we cannot predict with certainty the impactunderstanding of the USPS delivery vehicle procurement and retirement transition cycle on our future revenues, we believe that our years of service and knowledge of this client’sUSPS's needs strategically position us to continue to serve asremain a key vehicle fleet sustainment partner. We willare committed to remain agile and support this clientsupporting the USPS during its complex vehicle transition initiatives.transition. We expect continued growth within our commercial channels, coupled with stable contributions from USPS.


Federal and Defense Segment

In 2022, our Federal and Defense segment experienced revenue growth driven by strong performance in our Naval Sea Systems Command (NAVSEA) program in providing Foreign Military Sales (FMS), with the transfer of a U.S. Navy ship to Bahrain
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Table of Contents
being a major contributor for the revenue increase. We look forwardexperienced margin impacts from an unfavorable contract mix and recognized a loss on a non-Department of Defense contract with a foreign customer that was completed in 2022. To address these challenges, the Federal and Defense segment is reshaping its presence in the federal market by investing in business development. This includes a change in leadership and a focus on maintaining core operations while expanding our client base and capabilities. We aim to achievingenhance our services and pursue new opportunities to support long-term growth for this segment.


Results of Operations

The following table summarizes our consolidated results from ourof operations (in thousands):


Years ended December 31,
 2022%2021%2020%
Revenues$949,762 100.0 $750,853 100.0 $661,659 100.0 
Costs and operating expenses894,631 94.2 729,333 97.1 606,896 91.7 
Loss on sale of business entity and certain assets— — — — (8,214)(1.2)
Gain on sale of property— — — — 1,108 0.2 
Goodwill and intangible asset impairment— — — — (33,734)(5.1)
Operating income55,131 5.8 21,520 2.9 13,923 2.2 
Interest expense, net17,885 1.9 12,069 1.6 13,496 2.0 
Income before income taxes37,246 3.9 9,451 1.3 427 0.2 
Provision for income taxes9,187 1.0 1,485 0.2 5,598 0.8 
Net income (loss)$28,059 2.9 $7,966 1.1 $(5,171)(0.6)

Revenues.Revenues increased $198.9 million, or 26.5%, in 2022 compared to 2021 due to revenue enhancement initiativesgrowth in our Aviation Groupsegment of $160.3 million, our Fleet segment of $27.8 million and our Federal and Defense segment of $10.8 million. See "Segment Operating Results" below for further information by segment. See Note (3) to the consolidated financial statements for information regarding sales by type and customer type for each of our segments.

Costs and Operating Expenses. Costs and operating expenses increased $165 million, or 23%, in 2018. In2022 compared to 2021. Costs and operating expenses for our operating segments increase and decrease in conjunction with our Federal Services Group, we began extending our gas turbine MRO competencythe level of business activity and revenues generated by each segment. See "Segment Operating Results" below for further information by segment.

Operating Income.Operating income increased $33.6 million, or 156%, in 2022 compared to maritime applications in 2017 and we are pursuing additional opportunities for this competency. We have also opened a Singapore office and signed an agreement with a key original equipment manufacturer that provides us the opportunity2021 attributable to expand our geographic distribution footprint and extend both current and new product lines to new markets. Revenues and operating incomeincreases of $50.8 million for our Aviation Group may experience fluctuationssegment and $3.5 million for our Fleet segment, partially offset by a decrease of $20.7 million for our Federal and Defense segment. See "Segment Operating Results" below for further information by segment.

Interest Expense.Interest expense increased approximately $5.8 million or 48.2% in 2022 compared to 2021 primarily due to higher average interest rates on borrowings outstanding.

Provision for Income Taxes.The effective tax rate was 24.7% in 2022 compared 15.7% in 2021. The increase in our effective tax rate primarily resulted from book expense in connection with a decline in the fair market demandvalue of our corporate owned life insurance ("COLI") assets in 2022 vs. book income recorded in 2021. For tax purposes, current year COLI book expense was reversed resulting in an unfavorable adjustment to the effective tax rate as opposed to a favorable adjustment reported in 2021.

Our tax rate is also affected by discrete items that may occur in any given year but may not be consistent from year to year. In addition to state income taxes, certain federal and state tax credits and permanent book-tax differences such as foreign derived intangible income ("FDII") deduction, I.R.C. Section 162(m) executive compensation limitation and unrealized investment income or loss from our COLI plan caused differences between the mixstatutory U.S. federal income tax rate and our effective tax rate.

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Table of products sold.Contents

Segment Operating Results


Public Law No. 115-97, enacted upon passageAviation Segment Results

The results of operations for our Aviation segment are as follows (in thousands):
 Years ended December 31,
2022%2021%2020%
Revenues$408,112 100.0 $247,852 100.0 $165,070 100.0 
Costs and operating expenses371,696 91.1 262,225 105.8 159,743 96.8 
Loss on sale of business entity and certain assets— — — — (8,214)(5.0)
Gain on sale of property— — — — 1,108 0.7 
Goodwill and intangible asset impairment— — — — (33,734)(20.4)
Operating income (loss)$36,416 8.9 $(14,373)(5.8)$(35,513)(21.5)

Revenues. Revenues increased $160 million, or 65%, in 2022 compared to 2021. Distribution revenue increased $129 million, or 75%, driven by contributions from recently initiated distribution contract wins and contributions from the acquisition of Global Parts (which occurred in the third quarter of the Tax Cuts and Jobs Act (the "Tax Act") on December 22, 2017, resultedprior year). Repair revenue increased $32 million, or 42%, driven by improved demand in a one-time reduction in our deferred tax liabilities that lowered our provision for income taxes and correspondingly increased our net income by approximately $10.6 million for 2017. This was a non-cash event for 2017end markets as a result of market recovery and share gains with business and general aviation customers.

Costs and Operating Expenses. Costs and operating expenses increased $109 million, or 42%, in 2022 compared to 2021 primarily due to revenues increase as noted above and a $2.3 million non-cash charge to write down accounts receivable and inventory related to the Tax Act loweringRussian and Ukrainian markets, partially offset by a decrease in costs due to the U.S.absence of a $23.7 million inventory valuation reserve recognized in the prior year. Costs and operating expenses for this segment include expenses for amortization of intangible assets associated with acquisitions and allocated corporate costs. Expense for amortization of intangible assets was approximately $9.3 million and $8.7 million for 2022 and 2021, respectively. Expense for allocated corporate costs was approximately $12.9 million and $8.8 million for 2022 and 2021, respectively.

Operating Income. Operating income tax rateincreased $50.8 million, or 353%, in 2022 compared to 2021 primarily due to contributions from 35% to 21% effective January 1, 2018.new distribution programs, increases in higher margin repair revenue, and contributions from the Global Parts acquisition.


Entering 2018, we have settled the Hawaii Litigation, as discussed in Item 3. "Legal Proceedings" above, with no material adverse effect on ourFleet Segment Results

The results of operations financial condition,for our Fleet segment are as follows (in thousands):
 Years ended December 31,
2022%2021%2020%
Revenues$261,336 100.0 $233,532 100.0 $242,170 100.0 
Costs and operating expenses237,425 90.9 213,106 91.3 215,511 89.0 
Operating income$23,911 9.1 $20,426 8.7 $26,659 11.0 

Revenues. Revenues increased $27.8 million, or cash flows.12%, in 2022 compared to 2021. The increase was primarily from commercial customers of $31 million, or 42%, and other government customers of $7 million, or 5%. These increases were partially offset by a decrease in sales to DoD customers of $9 million, or 74%.


Costs and Operating Expenses. Costs and operating expenses increased $24.3 million, or 11%, 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 $6.4 million for 2022 and $7.1 million for 2021. Expense for allocated corporate costs was $7.5 million for 2022 and $8.5 million for 2021.

Operating Income. Operating income increased $3.5 million, or 17%, in 2022 compared to 2021, primarily due to a change in mix of products sold, including increased commercial fleet customer and e-commerce fulfillment sales as described above.


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Table of Contents
Federal and Defense Segment Results

The results of operations for our Federal and Defense segment are as follows (in thousands):
 Years ended December 31,
2022%2021%2020%
Revenues$280,314 100.0 $269,469 100.0 $254,419 100.0 
Costs and operating expenses281,119 100.3 249,572 92.6 228,110 89.7 
Operating (loss) income$(805)(0.3)$19,897 7.4 $26,309 10.3 

Revenues. Revenues increased $11 million, or 4%, in 2022 compared to 2021 due to revenues from our Foreign Military Sales (FMS) program with the U.S. Navy, partially offset by declines in our U.S. Army work as a result of program completions.    

Costs and Operating Expenses. Costs and operating expenses increased $32 million, or 13%, in 2022 compared to 2021 due to increased revenue and a shift in our contract mix to a larger proportion of cost-plus contracts.

Operating (Loss) Income. Operating income decreased approximately $20.7 million, or 104%, in 2022 compared to 2021 primarily due to the completion of a U.S. Army program and a shift in our contract mix to a larger portion of cost-plus contracts, which generally provide lower profit margins compared to fixed-price and T&M contract types. Additionally, we recorded a $7.8 million loss in 2022 related to a specific fixed-price, non-DoD contract with a foreign customer. We reduced our bank debt during 2017 by approximately $43 million and our leverage ratio has declined. In January 2018 we amended our bank loan agreement to extend the maturity datehave completed work on our bank debt and increase the borrowing commitments. This strengthens our balance sheet, enhances our liquidity, and positions us to better support our current business and strategic efforts.this contract in 2022.


Bookings and Funded Backlog


Our funded backlog represents the estimated remaining value of work to be performed under firm contracts. Bookings for our Aviation and Fleet segments occur at the time of sale. Accordingly, our Aviation and Fleet segments do not generally have funded contract backlog and backlog is not an indicator of their potential future revenues.Revenues for federal government contract work performed by our Federal Services Groupand 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.


Changes in funded backlog on contracts are sometimes unpredictable due to uncertainties associated with changing government program priorities and availability of funds, which is heavily dependent upon the congressional authorization and appropriation process. Delays in this process may temporarily diminish the availability of funds for ongoing and planned work.

In addition to funded backlog levels, we have contract ceiling amounts available for use on multiple award, indefinite delivery, indefinite quantity contracts (IDIQ) with DoD and federal civilian agencies. While these contracts increase the opportunities available for us to pursue future work, the actual amount of future work is indeterminate until task orders are placed on the contracts. Frequently, these task orders are competitively awarded. Additionally, these task orders must be funded by the procuring agencies before we can perform work and begin generating revenues. We do not include in backlog estimates of revenues to be derived from IDIQ contracts, but rather record backlog and bookings when task orders are awarded and funded on these contracts.

A summary of our bookings, and revenues for our Federal Services Group for the years ended December 31, 2017, 2016 and 2015, and funded contract backlog for this group as of December 31, 2017, 2016our Federal and 2015Defense segment is as follows (in millions):
Year Ended December 31,
 202220212020
Bookings$294 $314 $270 
Revenues$280 $269 $254 
Funded Backlog$187 $185 $183 
 2017 2016 2015
Bookings$430
 $458
 $281
Revenues$411
 $353
 $217
Funded Backlog$324
 $322
 $238


Recently Issued Accounting Pronouncements


For the year ended December 31, 2022, Federal and Defense segment bookings decreased 6% year-over-year to $294 million, while total funded backlog increased 1% year-over-year to $187 million.

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Financial Condition

There has been no material adverse change in our financial condition in 2022. Our bank debt increased $2 million, and we had $160 million of unused bank loan commitments as of December 31, 2022. Changes to other asset and liability accounts were primarily due to our earnings; our level of business activity; the timing and level of inventory purchases to support new distribution programs, contract delivery schedules, and subcontractor and vendor payments required to perform our contract work; the timing of government contract funding awarded; and collections from our customers.

Liquidity and Capital Resources

Cash Flows

The following table summarizes our cash flows (in thousands):
Year ended December 31,
202220212020
Net cash provided by (used in) operating activities$8,051 $(17,602)$35,761 
Net cash (used in) provided by investing activities(2,377)(61,632)20,219 
Net cash (used in) provided by financing activities(5,714)79,374 (56,336)
Net (decrease) increase in cash and cash equivalents$(40)$140 $(356)

Cash provided by operating activities was $8.1 million in 2022 compared to cash used in operating activities of $17.6 million in 2021. The change was primarily due to lower use of cash for inventory purchases and timing of vendor payments, partially offset by increased accounts receivable as a descriptionresult of recently announced accounting standards, includingoverall revenue growth and timing of collections.

Cash used in investing activities decreased $59.3 million in 2022 compared to 2021 primarily due to cash paid for acquisitions, net of cash acquired, of $53.3 million related to the expected datesacquisitions of adoptionour HSS and estimated effects, if any,Global Parts subsidiaries in the prior year.

Cash used in financing activities was $5.7 million in 2022 as compared to cash provided by financing activities of $79.4 million in 2021. The change was primarily due to $52.0 million of proceeds received in the prior year related to our public underwritten offering of our common stock in February 2021 and overall lower net borrowings of our debt in 2022.

We paid cash dividends totaling approximately $5.1 million or $0.40 per share in 2022. Pursuant to our bank loan agreement, our payment of cash dividends is subject to annual restrictions. We have paid cash dividends each year since 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 affect our liquidity. Our inventory and accounts payable levels can be affected by the timing of large opportunistic inventory 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 consolidated financial statements, see "Recently Issued Accounting Pronouncements"days sales outstanding. In addition to operating cash flows, other significant factors that affect our overall management of liquidity include capital expenditures; investments in Note 1expansion; improvement and maintenance of our operational and administrative facilities; and investments in the acquisition of businesses.

Our primary source of external financing is our loan agreement with a bank group and includes a term loan facility and a revolving loan facility, with an aggregate maximum borrowing capacity of $350 million. Under the loan agreement we may elect to increase the maximum availability of the Notesterm loan facility, the revolving loan facility, or a combination of both facilities, subject to customary lender commitment approvals. The aggregate limit of increases is $100 million.

On October 7, 2022, we entered into a fourth amendment to our loan agreement which, among other things, provides for the following: (i) an extension of the maturity date from July 23, 2024 to October 7, 2025; (ii) a reset of the aggregate principal amount of the term loan to $100.0 million; (iii) a modification to the amortization payments on the term loan from $3.75 million quarterly to $2.50 million quarterly; (iv) an increase in the maximum total leverage ratio from 4.25x to 4.50x, with such
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ratios decreasing thereafter as indicated in the table below; (v) a change in the benchmark rate from LIBOR to SOFR with a SOFR floor of 0.00%; and (vi) a corresponding change in pricing to account for the change from LIBOR to SOFR.

Testing PeriodMaximum Total Funded Debt to EBITDA Ratio
From the Fourth Amendment Effective Date through and including June 30, 20234.50 to 1.00
From July 1, 2023 through and including December 31, 20234.25 to 1.00
From January 24, 2024 through and including June 30, 20244.00 to 1.00
From July 1, 2024 through and including September 30, 20243.75 to 1.00
From October 1, 2024 and thereafter3.50 to 1.00

See Note (7) "Debt" to our Consolidated Financial Statements for information regarding our loan agreement.

Other Obligations and Commitments

See Note (7) "Debt" to our Consolidated Financial Statements for information regarding our long-term debt obligations. We estimate cash requirements for interest payments on our bank loan debt to be approximately $20.6 million for 2023, $19.8 million for 2024 and $16.2 million for 2025. The estimates do not take into account future drawdowns and repayments on the debt or changes in this Form 10-K.the variable interest rate, and actual interest may be different. The estimates included variable rate interest obligations estimated based on rates as of December 31, 2022. The interest payments are estimated through the maturity date of our term loan. Interest payments under our revolver loans have been excluded because a reasonable estimate of timing and amount of cash out flows cannot be determined.



See Note (12) "Leases" to our Consolidated Financial Statements for information pertaining to future minimum lease payments relating to our operating and lease obligations.

Inflation and Pricing

Our Aviation and Fleet segments have experienced broad-based inflationary impacts consistent with overall trends in the aerospace and industrial distribution market, due primarily to increased materials, labor and services costs. The effect of these increased costs on total company net income has been mitigated with improved efficiency in our underlying business through productivity improvements and pass-through price increases. Our Federal and Defense segment has limited inflation risk as most of our contracts provide for estimates of future labor costs to be escalated for any option periods, while the non-labor costs in our contracts are typically reimbursable at cost. Given broader inflation in the economy, we are monitoring the risk inflation presents to active and future contracts.

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.

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. We believe the followingCertain critical accounting policies affect the more significant accounts, particularly those that involve judgments, estimates and assumptions used in the preparation of our consolidated financial statements. The development and selection of these critical accounting policies have been determined by our management. Due to the significant judgment involved in selecting certain of the assumptions used in these policies, it is possible that 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


RevenueWe 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
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is defined as the unit of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when persuasive evidencethe performance obligation is satisfied. The majority of an arrangement exists, delivery has occurredour contracts have a single performance obligation as the promise to transfer the respective goods or services have been rendered,is not separately identifiable from other promises in the feecontracts and is, fixedtherefore, 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 determinable,at a point in time based on transfer of control of products and collection is probable.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 of our Supply Chain Management GroupFleet segment revenues result from the sale of vehicle parts to clients. We recognize revenuecustomers 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 vehicleaircraft parts and performance of MRO services. 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 customer takes ownership ofparts are shipped. Our Aviation segment recognizes revenues for MRO services over time as the parts.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 Aviation GroupFederal and Defense segment revenues are recognized upon the shipment or delivery of products to customers based on when title or risk of loss transfers to the customer. Sales returnsresult from professional and allowances are not significant.

Substantially all of our Federal Services Group work is performedtechnical services, which we perform for our customers on a contract basis. Revenue is recognized for performance obligations over time as we transfer the services to the customer. The three primary types of contracts used are cost-type, fixed-price and time and materials. Revenues result from work performed on these contracts by our employees and our subcontractors and from costs for materials and other work relatedwork-related costs allowed under our contracts.


Revenues on cost-type contracts are recorded as contract allowable costs are incurred and fees are earned. Our FMS Program contractVariable consideration is included in the estimated transaction price, to the extent that it is probable that a significant reversal will not occur, when there is a cost plusbasis to reasonably estimate the amount of the fee. These estimates are based on historical award fee contract. This contract has terms that specify award fee payments that are determined byexperience, anticipated performance and level of contract activity. Award fees are made during the year through a contract modification authorizing the award fee that is issued subsequent to the period in which the work is performed. Award fee evaluations occur three times per yearour best judgment based on current facts and in 2017 and prior years we recognized award fee revenue and income in the period we received contractual notification of the award when the fees became fixed or determinable. We recognized award fee revenue and income in 2017 from three award fee notifications.circumstances.


Revenue recognition methods on fixed-price contracts will vary depending on the nature of the work and the contract terms. Revenues on fixed-price service contracts are recorded as work is performed typically ratably over the period. We generally recognize revenue using the time-elapsed output method for our fixed-price service period. Revenues onoffering performance obligations. For certain deliverable-based fixed-price performance obligations, revenue is recognized over time using costs incurred to date relative to total estimated costs at completion. For such contracts, that require deliverywe estimate total costs at the inception of specific items are recordedthe contract 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 subcontractors. These cost estimates are subject to change as we perform under the contract and as a price per unitresult, the timing of revenues and amount of profit on a contract may change as unitsthere are delivered.changes in estimated costs to complete the contract. Such adjustments are recognized on a cumulative catch-up basis in the period we identify the changes.


Revenues for time and materials 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.


A summary of revenues for our operating groups, including a summary by contract type for our Federal Services Group, for the years ended December 31 is presented below (in thousands).

Contract Type2017 Revenues % 
2016
Revenues
 % 
2015
Revenues
 %
Cost-type$230,981
 30.4 $207,047
 29.9 $100,447
 18.8
Fixed-price90,064
 11.8 75,213
 10.9 74,490
 13.9
Time and materials89,717
 11.8 70,589
 10.2 42,544
 8.0
Total Federal Services revenues410,762
 54.0 352,849
 51.0 217,481
 40.7
            
Supply Chain Management and Aviation revenues349,351
 46.0 338,941
 49.0 316,501
 59.3
Total revenues$760,113
 100.0 $691,790
 100.0 $533,982
 100.0

We will occasionally performRevenues related to work performed on government contracts at risk, which is work performed at the customer's request prior to the government formalizing contract funding, for such work. Revenue related to work performed at risk is not recognized until it can be reliably estimated, and its realization is probable.



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Inventory Valuation

Inventories are stated at the lower of cost or net realizable value using the first-in, first-out ("FIFO") method. Inventories for our Fleet segment consist primarily of vehicle replacement parts, and also include related purchasing, storage and handling costs. Inventories for our Aviation segment consist primarily of aftermarket parts for distribution, and general aviation engine accessories and parts, and also include related purchasing, overhaul labor, storage and handling costs. We recognize this “risk funding”periodically evaluate the carrying value of inventory, giving consideration to factors such as revenueits physical condition, sales patterns and expected future demand in order to estimate the amount necessary to write down any slow moving, obsolete or damaged inventory. These estimates could vary significantly from actual amounts based upon future economic conditions, customer inventory levels or competitive factors that were not foreseen or did not exist when the associatedestimated write-downs were made.

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 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 incurredexpensed as incurred. The results of operations of businesses acquired are included in 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 work is performed. We are at riskdiscount rate could result in a material change to the amount of loss for any risk funding not received. Revenues recognized as of December 31, 2017 include approximately $4.0 million for which we have not received formalized funding. We believe that we are entitled to reimbursement and expect to receive all of this funding.the contingent consideration accrued.


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. The goodwill impairment test is performed at the reporting unit level. We estimate and compare the fair value of each reporting unit to its respective carrying value including goodwill. If the fair value is less than the carrying value, the amount of impairment expense is equal to the difference between the reporting unit’s fair value and the reporting unit’s carrying value. Determining the fair value of a reporting unit requires the exercise of significant management judgments and the use of estimates and assumptions. We estimate the fair value of our reporting units using a weighting of fair values derived from the income approach and 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. Under the market approach, we estimate the fair value of a reporting unit based on multiples of earnings derived from observable market data of comparable public companies. We evaluate companies within our industry that have operations with observable and comparable economic characteristics and are similar in nature, scope and size to the reporting unit being compared. We analyze historical acquisitions in our industry to estimate a control premium that we incorporate into the fair value estimate of a reporting unit under the market approach. The carrying value of each reporting unit includes the assets and liabilities employed in its operations and goodwill. There are no significant allocations of amounts held at the Corporate level to the reporting units.


In the fourth quarter
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The results of our annual goodwill impairment analysis fortests in fiscal 2022 and 2021, respectively, indicated that the estimated fair value of each reporting unit exceeded its carrying value. There were no impairment charges recorded in the years ended December 31, 2022 and 2021.

In the second quarter of 2020, due to the significant decline in our reporting units utilizing the statutory tax rate in effect at the timemarket capitalization as well as an overall stock market decline amid market volatility as a result of the test. The results ofCOVID-19 pandemic, we performed an interim impairment test utilizing a quantitative assessment approach. Based on the impairment analysis indicated that our reporting units had fair values substantially in excess of their carrying values with the exception of our VSE Aviation and Akimeka reporting units.

The fair value ofassessment, our VSE Aviation reporting unit within our Aviation Group, approximated its carrying value as ofwas determined to be impaired and a $30.9 million impairment charge was recognized. Based on our annual goodwill impairment analysis. While there has not been a significant contract or customer loss, VSE Aviation’s revenues and operating income for 2017 did not meet our cash flow projections, primarily due to a decreased demand for new parts and

slower than anticipated development of new business opportunities. We believe that these conditions are temporary and that the overall outlook for our Aviation business remains consistent with our long-term projections. Under the income approach, we used a 12.5% discount rate (a 50 basis point increase from the discount rate used in the analysistest performed in the prior year),fourth quarter of 2020, for which a compounded annual revenue growth rate of 8% over a seven-year period, and a long-term revenue growth rate of 3% in the terminal year. Our compounded annual growth rate over the seven-year period is primarily based on projected organic growth, which is corroborated by market studies related to our aviation business, and significant initiatives, including international opportunities for parts distribution and gas turbine MRO services provided to our U.S. government customer. We believe the discount rate properly reflects the risks in our future cash flows assumptions including the riskqualitative assessment approach was utilized, it was determined that the new business opportunities take longer to develop or doit was more likely than not meet our expectations. Under the market approach, we estimated a fair value based on comparable companies' market multiples of revenues and earnings before interest, taxes, depreciation and amortization ("EBITDA") and factored in a control premium and applied such multiples to both of VSE Aviation's historical and one-year projected revenues and EBITDA. Becausethat the fair value of our VSE Aviation reporting unit approximated itsunits exceeded their carrying value, and no additional impairment was recognized.

Intangible assets with finite lives are amortized using the method that best reflects how their economic benefits are utilized or, if a negative changepattern of economic benefits cannot be reliably determined, on a straight-line basis over their estimated useful lives. Intangible assets with finite lives are assessed for impairment whenever events or changes in the key assumptions used in the annual impairment analysis or an increase incircumstances indicate that the carrying value may result in anot be recoverable.

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 impairmenttax consequences attributable to differences between the financial statement carrying amounts of this reporting unit's goodwill. For example, keeping all other assumptionsexisting assets and liabilities and their respective tax basis. This method also requires the same, an additional 50 basis points increaserecognition 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 discount rateyears in which those temporary differences are expected to be recovered or an increasesettled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the carrying value would likely result in an impairment inperiod that includes the reporting unit's goodwill.enactment date.
Due to the lower clearance at the annual impairment test and the increase in the carrying value resulting from the decrease in our deferred tax liabilities as a result of the Tax Act, we performed an interim goodwill impairment analysis as of December 31, 2017. In the interim impairment test, we used similar projections, adjusted for the impact of lower statutory tax rates due to the passage of the Tax Act , and utilized a discount rate of 13.0%, which reflected a 50 basis point increase from the discount rate utilized in our annual goodwill impairment analysis due to the changes in the calculation as a result of the Tax Act.The result of this impairment analysis shows that VSE Aviation’s fair value exceeded its carrying value by approximately 2%. Consistent with the annual impairment analysis, negative changes in key assumptions or an increase in the carrying value may result in a future impairment of the VSE Aviation reporting unit's goodwill.
Based on the results of the annual and interim impairment analysis performed, we have determined that VSE Aviation is at risk of a future goodwill impairment if there are future declines in our cash flow projections or if we are unsuccessful in implementing our revenue growth plans. Additionally, the fair value could be adversely affected by other market factors such as an increase in the discount rate used in the income approach or a decrease in the market multiples used in the market approach, or an increase in the carrying value of this reporting unit. The carrying value of our VSE Aviation reporting unit included goodwill of approximately $104.5 million as of December 31, 2017.
The fair value of our Akimeka reporting unit, within our Federal Services Group, exceeded its carrying value by approximately 12%. 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. These factors have been considered in the projections used in our impairment analysis. 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 discount rate used in the income approach or a decrease in the market multiples used in the market approach, or an increases in carrying value of this reporting unit. The carrying value of our Akimeka reporting unit included goodwill of approximately $29.8 million as of December 31, 2017.
We also review the recoverability of our long-lived intangible assets with finite lives when an indicator of impairment exists. For the same reasons discussed above, we assessed the recoverability of the long-lived intangible assets with finite lives of $110.9 million (of which $5.8 million relates to our Akimeka reporting unit and $65.5 million relates to our VSE Aviation reporting unit) as of December 31, 2017. Based on our analysis of estimated undiscounted future cash flows expected to result from the use of these long-lived intangible assets with finite lives, we determined that their carrying values were recoverable.
As of December 31, 2017, we have no intangible assets with indefinite lives and we had an aggregate of approximately $199 million of goodwill associated with our acquisitions.


Results of Operations
 
Revenues
(in thousands)
Years ended December 31,
 2017 % 2016 % 2015 %
Supply Chain Management Group$214,542
 28.2 $205,475
 29.7 $196,772
 36.8
Aviation Group134,809
 17.7 133,466
 19.3 119,729
 22.4
Federal Services Group410,762
 54.1 352,849
 51.0 217,481
 40.8
 $760,113
 100.0 $691,790
 100.0 $533,982
 100.0

Our revenues increased by approximately $68 million or 10% for the year ended December 31, 2017 as compared to the prior year. The change in revenues for this period resulted from an increase in our Federal Services Group of approximately $58 million, an increase in our Supply Chain Management Group of approximately $9 million, and an increase in our Aviation Group of approximately $1 million.

Our revenues increased by approximately $158 million or 30% for the year ended December 31, 2016 as compared to the prior year. The change in revenues for this period resulted from an increase in our Federal Services Group of approximately $135 million, an increase in our Aviation Group of approximately $14 million, and an increase in our Supply Chain Management Group of approximately $9 million.
 
Consolidated Statements of Income
(in thousands)
Years ended December 31,
 2017 % 2016 % 2015 %
Revenues$760,113
 100.0
 $691,790
 100.0
 $533,982
 100.0
Costs and operating expenses705,788
 92.9
 640,261
 92.6
 483,443
 90.5
Operating income54,325
 7.1
 51,529
 7.4
 50,539
 9.5
Interest expense, net9,240
 1.2
 9,855
 1.4
 9,544
 1.8
Income before income taxes45,085
 5.9
 41,674
 6.0
 40,995
 7.7
Provision for income taxes5,989
 0.8
 14,881
 2.1
 16,077
 3.0
Net income$39,096
 5.1
 $26,793
 3.9
 $24,918
 4.7

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 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 intangiblenet deferred tax 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 by approximately $66 million or 10% in 2017 as compared to 2016. The change in costs and operating expenses resulted primarily from an increase in our Federal Services Group of approximately $52 million, an increase in our Supply Chain Management Group of approximately $10 million, and an increase in our Aviation Groupof approximately $4 million.

Our costs and operating expenses increased by approximately $157 million or 32% in 2016 as compared to 2015. The change in costs and operating expenses resulted primarily from an increase in our Federal Services Group of approximately $134 million, an increase in our Supply Chain Management Group of approximately $10 million, and an increase in our Aviation Groupof approximately $12 million.

Our operating income increased by approximately $2.8 million or 5% in 2017 as compared to 2016. Operating group results included operating income increases for our Federal Services Group of approximately $5.6 million and operating income decreases for our Aviation Group of approximately $3.1 million and for our Supply Chain Management Group of approximately $878 thousand.


Our operating income increased by approximately $1.0 million or 2% in 2016 as compared to 2015. The change in operating income resulted primarily from changes in our operating group results and settlement of two material lawsuits. Operating group results included operating income increases for our Federal Services Group of approximately $994 thousand and for our Aviation Group of approximately $2.2 million and an operating income decrease for our Supply Chain Management Group of approximately $821 thousand. Our increase in revenue allowed us to spread our corporate infrastructure costs over a larger revenue base, which benefited our operating group income. The combined effect of the lawsuit settlements resulted in a decrease in operating income of approximately $1.9 million for 2016.
Interest expense decreased approximately $615 thousand in 2017 as compared to 2016 primarily due to the decline of our bank debt levels. Interest expense increased approximately $311 thousand in 2016 as compared to 2015, as our bank debt levels remained steady for most of the year. Interest expense also includes interest related to our executive and administrative headquarters facility lease. The amount of interest expense associated with our headquarters financing lease is approximately $1.5 million, $1.6 million and $1.6 million for 2017, 2016 and 2015, respectively.

Provision for Income Taxes
Our effective tax rate was 13.3% for 2017, 35.7% for 2016, and 39.2% for 2015. The Tax Act passed in December 2017 lowered our effective tax rate for 2017 and we expect a benefit to our effective tax rates and cash tax payments in future years. Due to the Tax Act, we recorded in the fourth quarter of 2017 a one-time reduction in our deferred tax liabilities that resulted in a reduction in our provision for income taxes of approximately $10.6 million for the year.

Our tax rate is also affected by discrete items that may occur in any given year, but may not be consistent from year to year. In addition to 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. Our effective tax rate for 2016 was reduced due to fair value changes of approximately $1.3 million to our Aviation Acquisition earn-out obligation. Approximately $900 thousand of transaction costs associated with our Aviation Acquisition that were not deductible for tax purposes resulted in an increase to our effective tax rate for 2015. Other permanent differences and federal and state tax credits such as the work opportunity tax credit and a state educational improvement tax credit provided benefit to our tax rates for 2017, 2016 and 2015.

Supply Chain Management Group Results

The results of operations for our Supply Chain Management Group are (in thousands):
 Years ended December 31,
 2017 % 2016 % 2015 %
Revenues$214,542
 100.0
 $205,475
 100.0 $196,772
 100.0
Costs and operating expenses180,788
 84.3
 170,843
 83.1 161,319
 82.0
Operating income$33,754
 15.7
 $34,632
 16.9 $35,453
 18.0

Revenues for our Supply Chain Management Group increased approximately $9 million or 4% for 2017, as compared to the prior year. The revenue increase resulted primarily from an increase in sales to DoD and commercial customers of approximately $9.6 million or 40%. Costs and operating expenses for our Supply Chain Management Group increased approximately $10 million or 6% and operating income decreased by approximately $878 thousand or 3% for 2017 as compared to the prior year. The increase in costs and operating expenses resulted primarily from an increase in products sold. The products sold associated with our increasing government and commercial customer revenues tend to lower our overall profit margins as our revenue mix changes. The decrease in operating income was primarily attributable to market competition and a change in the mix of products sold, and to increased costs associated with investments to support revenue growth.

Revenues for our Supply Chain Management Group increased approximately $9 million or 4% for 2016, as compared to the prior year. The revenue increase resulted primarily from an increase in sales to government and commercial customers of approximately $10.9 million, including sales of approximately $3.3 million from Ultra Seating Company, which we acquired in December 2015. Costs and operating expenses for our Supply Chain Management Group increased approximately $10 million or 6% and operating income decreased by approximately $821 thousand or 2% for 2016 as compared to the prior year. The increase in costs and operating expenses resulted primarily from an increase in products sold. The products sold associated with our increasing government and commercial customer revenues tends to lower our overall profit margins as our revenue mix changes. The decrease in operating income was primarily attributable to market competition and a change in the mix of products sold, and to increased costs associated with investments to support revenue growth.


Aviation Group Results

The results of operations for our Aviation Group since the acquisition date of January 28, 2015 are as follows (in thousands):
 Years ended December 31,
 2017 % 2016 % 2015 %
Revenues$134,809
 100.0
 $133,466
 $100.0
 $119,729
 100.0
Costs and operating expenses125,114
 92.8
 120,643
 90.4
 109,094
 91.1
Operating income$9,695
 7.2
 $12,823
 $9.6
 $10,635
 8.9

Revenues for our Aviation Group increased approximately $1 million or 1% for 2017 as compared to the prior year. The revenue increase was primarily related to new work from maritime gas turbine engine MRO services offset by a decrease in sales in our parts distribution business. Costs and operating expenses increased by approximately $4 million or 4% for 2017, primarily due to an increase in lower margin MRO related revenues. Costs and operating expenses for 2016 were reduced by approximately $1.3 million for a valuation adjustment to the accrued earn-out obligation associated with the acquisition of our aviation businesses and were increased by approximately $300 thousand due to expense associated with a settlement agreement. Our operating income decreased approximately $3 million or 24% for 2017, as compared to the prior year. Factors affecting the change in our operating income included a decrease in the demand in our parts distribution businesses, 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.

Our Aviation Group began operations upon the acquisition of our aviation businessesbased on January 28, 2015; therefore, the results for our Aviation Group include a full 12 months for 2016 and approximately 11 months for 2015. Accordingly, year over year comparisons for this group for 2016 should consider this variance.

Costs and operating expenses for this group include expense for amortization of intangible assets associated with the acquisition of our aviation businesses, allocated corporate costs, and valuation adjustments to the accrued earn-out obligation associated with the acquisition. Expense for amortization of intangible assets was approximately $6.6 million for 2017 and 2016 and approximately $6.1 million for 2015. Expense for allocated corporate costs was approximately $3.6 million, $3.9 million and $4.5 million for 2017, 2016 and 2015, respectively. Valuation adjustments to the accrued earn-out obligation decreased costs and operating expenses approximately $1.3 million for 2016 and $101 thousand for 2015.

Federal Services Group Results

The results of operations for our Federal Group are (in thousands):
 Years ended December 31,
 2017 % 2016 % 2015 %
Revenues$410,762
 100.0
 352,849
 100.0
 217,481
 100.0
Costs and operating expenses397,343
 96.7
 345,053
 97.8
 210,679
 96.9
Operating income$13,419
 3.3
 7,796
 2.2
 6,802
 3.1

Revenues for our Federal Services Group increased approximately $58 million or 16% and costs and operating expenses increased approximately $52 million or 15% for 2017, as compared to the prior year. Revenues for this group increased approximately $135 million or 62% and costs and operating expenses increased approximately $134 million or 64% for 2016, as compared to the prior year.

Significant items affecting changes in our revenues and costs and operating expenses for 2017 included an increase in revenue of approximately $25 million from the inclusion of a full year of revenue on our RRAD ERS Program in 2017 as compared to a partial year in 2016, an increase in revenue of approximately $16 million from our FMS Program services, an increase in revenue of approximately $3 million from our Ft. Benning Logistics Support Services Program, and increases in work and new work on various other contracts.

Operating income increased by approximately $5.6 million or 72% for 2017, as compared to 2016. The increase in operating income resulted primarily from an increase of award fees earned on our FMS Program of approximately $1.9 million; 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 resulting in a more favorable cost structure relative

to the increased revenue levels. Operating income was adversely affected by a contract related loss for our Energetics subsidiary of approximately $1.9 million. This contract has been completed and we expect no further loss.

Significant items affecting changes in our revenues and costs and operating expenses for 2016 included an increase in revenue of approximately $93 million from our FMS Program services, an increase in revenue of approximately $40 million associated with the startup of our RRAD ERS Program, and an increase in revenue of approximately $15 million from the inclusion of a full year for our Ft. Benning Logistics Support Services Program as compared to a partial year in 2015.

The operating income increase for 2016 resulted primarily from the increase in revenues and a more favorable balance of our cost structure relative to revenue levels for this group that improved margins on our existing work. These increases were reduced by losses associated with the start of new contract work that was won in a more competitive bidding environment that required us to price our services more aggressively to sustain and build our revenue levels.

Profit margins in this group have varied due to fluctuations in contract activity and the timing of contract award fees associated with our FMS Program. Award fee evaluations on our FMS Program occur three times per year and in 2017 and prior years we recognized award fee revenue and income in the period we received contractual notification of the award. We recognized award fee revenue and income in 2017 from three award fee notifications.


Financial Condition

There has been no material change in our financial condition in 2017. Changes to asset and liability accounts were due primarily to our earnings, our level of business activity, the timing of inventory purchases, contract delivery schedules, subcontractor and vendor payments required to perform our contract work, and the timing of associated billings to and collections from our customers. In January 2018, we amended our bank loan agreement to extend the maturity date, increase the amount of bank loan commitments available to us, implement a more favorable interest rate structure, and modify other terms and conditions.


Liquidity and Capital Resources

Cash Flows

Cash and cash equivalents increased by approximately $196 thousand during 2017.

Cash provided by operating activities increased by approximately $3.2 million in 2017 as compared to 2016. The change is attributable to an increase of approximately $12.3 million in cash provided by net income; a decrease of approximately $7.3 million in depreciation and amortization and other non-cash operating activities, and a decrease of approximately $1.8 million due to changes in the levels of operating assets and liabilities. Net income was increased and non-cash operating activities were decreased by approximately $10.6 million due to an adjustment to deferred tax liabilities arising from the enactment of the new federal tax legislation upon passage of the Tax Act in December 2017.

Our inventories and accounts receivable represent a significant amount of our assets, and our accounts payable represent a significant amount of our operating liabilities. Cash provided related to decreases in inventory was approximately $3.7 million, cash provided related to decreases in accounts receivable was approximately $2.9 million, and cash used by decreases in accounts payable and deferred compensation was approximately $23.6 million for 2017. A significant portion of our accounts receivable and accounts payable result from the use of subcontractors to perform work on our contracts and from the purchase of materials to fulfill our contract obligations. Accordingly, our levels of accounts receivable and accounts payable may fluctuate depending on the timing of services ordered and products sold, 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 in short time periods, and accordingly, can cause increases or decreases in our cash provided by operations.

Cash used in investing activities decreased approximately $3.5 million in 2017 as compared to 2016. Cash used in investing activities consisted primarily of purchases of property and equipment.

Cash used in financing activities increased approximately $6.2 million in 2017 as compared to 2016. Cash used in financing activities consisted primarily of net repayments of our bank loan borrowings. We used approximately $19 million in 2016 for payment of our final earn-out obligation associated with the 2015 acquisition of our aviation businesses.

Cash provided by operating activities increased by approximately $9.6 million in 2016 as compared to 2015. The change is attributable to an increase of approximately $10.2 million due to changes in the levels of operating assets and liabilities; an increase of approximately $1.9 million in cash provided by net income; and a decrease of approximately $2.5 million in depreciation and amortization and other non-cash operating activities.
Cash used in investing activities decreased approximately $199 million in 2016 as compared to 2015. Cash used in investing activities for 2015 included approximately $195 million for acquisitions.

Cash used in financing activities was approximately $41 million in 2016 as compared to cash provided by financing activities of approximately $168 million in 2015. This difference was primarily due to bank borrowing to finance our acquisitions in 2015. We used approximately $19 million in 2016 for payment of our final earn-out obligation associated with the 2015 acquisition of our aviation businesses.

We paid cash dividends totaling approximately $2.8 million or $0.26 per share during 2017. Pursuant to our bank loan agreement, our payment of cash dividends is subject to annual restrictions. We have paid cash dividends each year since 1973 and have increased our dividend each year since 2004.

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 affect our liquidity. Our inventory and accounts payable levels can be affected by the timing of large opportunistic inventory purchases. 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 inassumptions regarding our ability to invoicegenerate sufficient future taxable income to utilize these deferred tax assets within the carryback or carryforward periods provided for revenues earned, presentingin the tax law for each applicable tax jurisdiction. Deferred tax assets are evaluated quarterly to determine if valuation allowances are required or should be adjusted.

Recently Issued Accounting Pronouncements

For a potential negative impactdescription of recently announced accounting standards, including the expected dates of adoption and estimated effects, if any, on our days sales outstanding.

We also purchase propertyconsolidated financial statements, see "Nature of Business and equipment; investSignificant Accounting Policies-Recently Issued Accounting Pronouncements" in expansion, improvement, and maintenance of our operational and administrative facilities; and invest in the acquisition of other companies. In 2015, our acquisitions required a significant use of cash.

Our external financing consists of a loan agreement with a bank group that provides for a term loan, revolving loans, and letters of credit. The loan agreement, which expires in January 2020, is comprised of a term loan facility and a revolving loan facility. The revolving loan facility provides for revolving loans and letters of credit.

The maximum amount of credit available to us under the loan agreement for revolving loans and letters of credit as of December 31, 2017 was $150 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 $79.3 million in revolving loan amounts outstanding and no letters of credit outstanding as of December 31, 2017. We had approximately $100 million in revolving loan amounts outstanding and no of letters of credit outstanding as of December 31, 2016.

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 million.

Total bank loan borrowed funds outstanding, including term loan borrowings and revolving loan borrowings, were approximately $173.7 million and $216.3 million as of December 31, 2017 and 2016, respectively. These amounts exclude unamortized deferred financing costs of approximately $1.1 million and $1.7 million as of December 31, 2017 and 2016, respectively. The fair value of outstanding debt under our bank loan facilities as of December 31, 2017 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 December 31, 2017, the LIBOR base margin was 2.00% and the base rate base margin was 0.75%. 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 interest rate hedges on a portion of the outstanding term loan for the first three years of the agreement. We executed interest rate swap agreements in February 2015 that complied with these terms. The amount of swapped debt outstanding as of December 31, 2017 was $85 million.

After taking into account the impact of hedging instruments, as of December 31, 2017, interest rates on portions of our outstanding debt ranged from 3.25% to 5.25%, and the effective interest rate on our aggregate outstanding debt was 3.66%.

Interest expense incurred on bank loan borrowings and interest rate hedges was approximately $7.2 million, $7.8 million and $7.3 million during the years ended December��31, 2017, 2016 and 2015, respectively.

The loan agreement contains collateral requirements to secure our loan agreement obligations, restrictive covenants, a limit on annual dividends, and other affirmative and negative covenants, conditions and limitations. Restrictive covenants include a maximum Total Funded Debt/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 December 31, 2017.

Current Maximum RatioActual Ratio
Total Funded Debt/EBITDA Ratio2.75 to 12.02 to 1
Minimum RatioActual Ratio
Fixed Charge Coverage Ratio1.20 to 12.05 to 1

We currently do not use public debt security financing.

Contractual Obligations

Our contractual obligations as of December 31, 2017 are (in thousands):

  Payments Due by Period
Contractual Obligations Total Less than 1 year 1-3 years 4-5 years After 5 years
Bank loan debt $173,699
 $7,500
 $21,875
 $29,375
 $114,949
Operating leases, net of non-cancelable sublease income 5,461
 2,753
 1,871
 753
 84
Corporate headquarters lease, net of non-cancelable sublease income 43,972
 3,445
 8,659
 9,532
 22,336
Purchase obligations 162
 155
 7
 
 
Total $223,294
 $13,853
 $32,412
 $39,660
 $137,369

Estimated cash requirements for interest on our bank loan debt are approximately $5.1 million for 2018 and $3.0 million for 2019.

Bank Loan Amendment

In January 2018, we amended the loan agreement to extend our payment terms, increase the borrowing commitments available to us, and increase the bank group from six banks to nine banks. The termination date of the loan agreement after the amendment is January 2023 and the amount of our term loan borrowings outstanding after the January amendment is $100 million. After the amendment, our scheduled term loan payments are approximately $7.5 million in 2018, $10.0 million in 2019, $11.9 million in 2020, $14.4 million in 2021, $15.0 million in 2022 and $41.2 million in 2023.

The maximum amount of credit available to us for revolving loans and letters of credit after the amendment is $300 million. Under 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. The aggregate limit of incremental increases is $100 million after the amendment.

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. After the amendment the LIBOR base margin is 1.75% and the base rate base margin is 0.50%.

The loan agreement requires us to have interest rate hedges on a portion of the outstanding term loan for the first three years of the agreement and for the first three years after the amendment. We executed an interest rate hedge in February 2018 that extended our compliance with this requirement for an additional three years.

After the amendment, the maximum Total Funded Debt/EBITDA Ratio was fixed at 3.0 to 1, with a provision to increase the maximum ratio in the event of a material acquisition.

Operating lease commitments are primarily for leased facilities for office, shop, and warehouse space. Equipment and software leases are also included in these amounts.

We have a 15-year lease agreement relatedNote (1) to our executive and administrative headquarters facility. Terms of our lease agreement have required us to capitalize the construction costs of the leased building and account for the lease upon occupancyConsolidated Financial Statements included below in May 2012 under the finance method of lease accounting rules.Item 8.


Purchase obligations consist primarily of contractual commitments associated with our information technology systems. The table excludes contractual commitments for materials or subcontractor work purchased to perform government contracts. Such commitments for materials and subcontractors are reimbursable when used on the contracts, and generally are also reimbursable if a contract is “terminated for convenience” by the government pursuant to federal contracting regulations.


Inflation and Pricing

Most of our contracts 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 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.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risks


Interest Rates


Our bank loans provideloan agreement provides available borrowing to us at variable interest rates. Our interest expense is impacted by the overall global economic and interest rate environment. The inflationary environment has also resulted in central banks raising short-term 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

A hypothetical 1% increase to interest rates on this portion ofwould have increased interest expense by approximately $3.3 million, and would have decreased our net income and operating cash flows by a comparable amount.

For additional information related to our debt give us protection against interest rate increases.

In February 2015, we entered into a LIBOR basedand interest rate swap onagreements, see Note (7) and Note (8), respectively, to our term loan for a termConsolidated Financial Statements contained in this report.



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Table 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 December 31, 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, we entered into a LIBOR based interest rate swap on our revolving loan for a term of three years with a notional amount of $25 million. As of December 31, 2017, with the revolving loan swap in place, we pay an effective rate of 1.25% plus our base margin. In February 2018, we entered into a LIBOR based interest rate swap on our term loan for a term of three years with a notional amount of $10 million for the first year, increasing to $50 million for the second and third years.Contents

ITEM 8. Financial Statements and Supplementary Data





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Report of Independent Registered Public Accounting Firm



The Board of Directors and Stockholders of
VSE Corporation


Opinion on the Financial Statements

financial statements
We have audited the accompanying consolidated balance sheets of VSE Corporation (a Delaware corporation) and Subsidiariessubsidiaries (the Company)“Company”) as of December 31, 20172022 and 2016,2021, the related consolidated statements of income (loss), comprehensive income stockholders'(loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017,2022, and the related notes and financial statement schedule included under Item 15.2 (collectively referred to as the “consolidated financial“financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company atas of December 31, 20172022 and 2016,2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2022, in conformity with U.S.accounting principles generally accepted accounting principles.in the United States of America.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB)(“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017,2022, based on criteria established in the 2013 Internal Control-IntegratedControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework)(“COSO”), and our report dated March 7, 20189, 2023 expressed an unqualified opinion thereon.opinion.


Basis for Opinion

opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of the write-down of Aviation inventories

As described further in Note 1 to the consolidated financial statements, the Company records inventory within its Aviation Segment at the lower of cost or net realizable value. The Company periodically evaluates the carrying value of inventory which requires the write-down of slow-moving inventory for excess or obsolete inventory based on certain inputs and assumptions used to determine the net realizable value. These assumptions include future demand and sales patterns. Changes in these assumptions could have a significant impact on the valuation of the inventory for the Aviation Segment.

The principal considerations for our determination that the assessment of the write-down of inventories, within the Aviation Segment, is a critical audit matter are the magnitude of the inventory balance in the Aviation Segment and that the inputs and assumptions used in determining the write-down are subject to significant management judgement. The inputs and assumptions used in determining the write-down of slow-moving inventory includes the future demand and sales patterns, the identification of specific inventories associated with aircraft with declining usage trends and the impact of recently executed distribution agreements. The assessment of these inputs required a high degree of auditor judgement in evaluating the future customer demand for slow moving inventory.


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Our audit procedures related to the write-down of inventory included the following, among others.

We tested the design and operating effectiveness of controls relating to the Company’s inventory process, including controls over the Company’s evaluation of the impact on the estimate of net realizable value based on the number of days transpiring from the date the inventory was original received, historical sales of the inventory, specific inventories identified to relate to aircraft with declining usage and the approval and evaluation of new distribution agreements.
We assessed the recovery rates applied to slow moving inventory are consistent with management’s forecasted demand.
We assessed the identification of specific inventory with declining usage trends by evaluating external industry information.
We conducted sensitivity analysis around the reserve assumptions applied to aged inventory included in the perpetual listing as of year-end.


/s/ Ernst & YoungGRANT THORNTON LLP


We have served as the Company’s auditor since 2002.
2019.
Tysons,Arlington, Virginia
March 7, 20189, 2023


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VSE Corporation and Subsidiaries
Consolidated Balance Sheets


(in thousands, except share and per share amounts)
 As of December 31,
 20222021
Assets
Current assets:
Cash and cash equivalents$478 $518 
Receivables, net103,193 76,587 
Unbilled receivables38,307 31,882 
Inventories380,707 322,702 
Other current assets26,193 32,304 
Total current assets548,878 463,993 
Property and equipment, net47,969 42,486 
Intangible assets, net90,624 108,263 
Goodwill248,837 248,753 
Operating lease - right-of-use assets34,412 27,327 
Other assets29,069 27,736 
Total assets$999,789 $918,558 
Liabilities and Stockholders' equity  
Current liabilities:  
Current portion of long-term debt$10,000 $14,162 
Accounts payable159,600 115,064 
Accrued expenses and other current liabilities53,722 49,465 
Dividends payable1,282 1,273 
Total current liabilities224,604 179,964 
Long-term debt, less current portion276,300 270,407 
Deferred compensation7,398 14,328 
Long-term operating lease obligations32,340 27,168 
Deferred tax liabilities9,621 9,108 
Other long-term liabilities— 250 
Total liabilities550,263 501,225 
Commitments and contingencies (Note 13)
Stockholders' equity:  
Common stock, par value $0.05 per share, authorized 23,000,000 shares; issued and outstanding 12,816,613 and 12,726,659 respectively641 636 
Additional paid-in capital92,620 88,515 
Retained earnings351,297 328,358 
Accumulated other comprehensive income (loss)4,968 (176)
Total stockholders' equity449,526 417,333 
Total liabilities and stockholders' equity$999,789 $918,558 
 As of December 31,
 2017 2016
Assets   
Current assets:   
Cash and cash equivalents$624
 $428
Receivables, net98,337
 101,218
Inventories, net132,591
 136,340
Other current assets16,988
 20,477
Total current assets248,540
 258,463
    
Property and equipment, net55,146
 62,061
Intangible assets, net110,909
 126,926
Goodwill198,622
 198,622
Other assets15,796
 15,767
Total assets$629,013
 $661,839
    
Liabilities and Stockholders' equity 
  
Current liabilities: 
  
Current portion of long-term debt$6,960
 $21,023
Accounts payable66,015
 93,999
Accrued expenses and other current liabilities40,243
 32,772
Dividends payable759
 648
Total current liabilities113,977
 148,442
    
Long-term debt, less current portion165,614
 193,621
Deferred compensation16,323
 12,751
Long-term lease obligations, less current portion20,581
 21,959
Deferred tax liabilities19,423
 29,872
Total liabilities335,918
 406,645
    
Commitments and contingencies

 

    
Stockholders' equity: 
  
Common stock, par value $0.05 per share, authorized 15,000,000 shares; issued and outstanding 10,838,747 and 10,798,927 respectively542
 540
Additional paid-in capital24,470
 22,876
Retained earnings267,902
 231,733
Accumulated other comprehensive income181
 45
Total stockholders' equity293,095
 255,194
Total liabilities and stockholders' equity$629,013
 $661,839








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



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VSE Corporation and Subsidiaries
Consolidated Statements of Income (Loss)


(in thousands, except share and per share amounts)
 For the years ended December 31,
 202220212020
Revenues:
Products$562,482 $400,935 $318,324 
Services387,280 349,918 343,335 
Total revenues949,762 750,853 661,659 
Costs and operating expenses:   
Products503,932 385,065 283,814 
Services367,897 322,161 302,458 
Selling, general and administrative expenses5,163 3,625 3,120 
Amortization of intangible assets17,639 18,482 17,504 
Total costs and operating expenses894,631 729,333 606,896 
55,131 21,520 54,763 
Loss on sale of a business entity and certain assets— — (8,214)
Gain on sale of property— — 1,108 
Goodwill and intangible asset impairment— — (33,734)
Operating income55,131 21,520 13,923 
Interest expense, net17,885 12,069 13,496 
Income before income taxes37,246 9,451 427 
Provision for income taxes9,187 1,485 5,598 
Net income (loss)$28,059 $7,966 $(5,171)
Basic earnings (loss) per share$2.20 $0.63 $(0.47)
Basic weighted average shares outstanding12,780,117 12,551,459 11,034,256 
Diluted earnings (loss) per share$2.19 $0.63 $(0.47)
Diluted weighted average shares outstanding12,827,894 12,632,874 11,034,256 
 For the years ended December 31,
 2017 2016 2015
Revenues:     
Products$350,129
 $341,776
 $318,141
Services409,984
 350,014
 215,841
Total revenues760,113
 691,790
 533,982
      
Costs and operating expenses: 
  
  
Products291,769
 279,629
 258,009
Services395,573
 337,956
 206,570
Selling, general and administrative expenses2,429
 6,609
 3,288
Amortization of intangible assets16,017
 16,067
 15,576
Total costs and operating expenses705,788
 640,261
 483,443
      
Operating income54,325
 51,529
 50,539
      
Interest expense, net9,240
 9,855
 9,544
      
Income before income taxes45,085
 41,674
 40,995
      
Provision for income taxes5,989
 14,881
 16,077
      
Net income$39,096
 $26,793
 $24,918
      
Basic earnings per share:$3.61
 $2.48
 $2.32
      
Basic weighted average shares outstanding10,834,562
 10,793,723
 10,747,226
      
Diluted earnings per share:$3.60
 $2.47
 $2.31
      
Diluted weighted average shares outstanding10,867,834
 10,828,152
 10,787,270


























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



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VSE Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)


(in thousands)
 For the years ended December 31,
 202220212020
Net income (loss)$28,059 $7,966 $(5,171)
Change in fair value of interest rate swap agreements, net of tax5,144 1,027 (98)
Other comprehensive income (loss), net of tax5,144 1,027 (98)
Comprehensive income (loss)$33,203 $8,993 $(5,269)
 For the years ended December 31,
 2017 2016 2015
      
Net income$39,096
 $26,793
 $24,918
Change in fair value of interest rate swap agreements, net of tax136
 120
 (75)
Other comprehensive income (loss), net of tax136
 120
 (75)
Comprehensive income$39,232
 $26,913
 $24,843

























































































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



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VSE Corporation and Subsidiaries
Consolidated Statements of Stockholders' Equity


(in thousands except per share data)
Additional
Paid-In
Capital
Retained
Earnings
Accumulated Other Comprehensive Income (Loss)Total
Stockholders'
Equity
 Common Stock
 SharesAmount
Balance at December 31, 201910,970 $549 $29,411 $334,246 $(1,105)$363,101 
Net loss— — — (5,171)— (5,171)
Stock-based compensation85 2,459 — — 2,463 
Change in fair value of interest rate swap agreements, net of tax— — — — (98)(98)
Dividends declared ($0.36 per share)— — — (3,978)— (3,978)
Balance at December 31, 202011,055 553 31,870 325,097 (1,203)356,317 
Issuance of common stock1,599 80 51,937 — — 52,017 
Net income— — — 7,966 — 7,966 
Stock-based compensation73 4,708 — — 4,711 
Change in fair value of interest rate swap agreements, net of tax— — — — 1,027 1,027 
Dividends declared ($0.37 per share)— — — (4,705)— (4,705)
Balance at December 31, 202112,727 636 88,515 328,358 (176)417,333 
Net income— — — 28,059 — 28,059 
Stock-based compensation90 4,105 — — 4,110 
Change in fair value of interest rate swap agreements, net of tax— — — — 5,144 5,144 
Dividends declared ($0.40 per share)— — — (5,120)— (5,120)
Balance at December 31, 202212,817 $641 $92,620 $351,297 $4,968 $449,526 
     
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Stockholders'
Equity
 Common Stock    
 Shares Amount    
Balance at December 31, 201410,716
 $536
 $20,080
 $184,873
 $
 $205,489
Net income
 
 
 24,918
 
 24,918
Stock-based compensation35
 2
 1,288
 
 
 1,290
Change in fair value of interest rate swap agreements, net of tax
 
 
 
 (75) (75)
Dividends declared ($0.215 per share)
 
 
 (2,313) 
 (2,313)
Balance at December 31, 201510,751
 538
 21,368
 207,478
 (75) 229,309
Net income
 
 
 26,793
 
 26,793
Stock-based compensation48
 2
 1,508
 
 
 1,510
Change in fair value of interest rate swap agreements, net of tax
 
 
 
 120
 120
Dividends declared ($0.235 per share)
 
 
 (2,538) 
 (2,538)
Balance at December 31, 201610,799
 540
 22,876
 231,733
 45
 255,194
Net income
 
 
 39,096
 
 39,096
Stock-based compensation40
 2
 1,594
 
 
 1,596
Change in fair value of interest rate swap agreements, net of tax
 
 
 
 136
 136
Dividends declared ($0.27 per share)
 
 
 (2,927) 
 (2,927)
Balance at December 31, 201710,839
 $542
 $24,470
 $267,902
 $181
 $293,095




















































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



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VSE Corporation and Subsidiaries
Consolidated Statements of Cash Flows

(in thousands)
 For the years ended December 31,
 2017 2016 2015
Cash flows from operating activities:     
Net income$39,096
 $26,793
 $24,918
  Adjustments to reconcile net income to net cash provided by operating
    activities:
 
  
  
Depreciation and amortization25,882
 26,046
 25,541
Deferred taxes(10,534) (1,146) 84
Stock-based compensation3,068
 2,109
 2,081
Earn-out obligation adjustment
 (1,329) 426
Changes in operating assets and liabilities, net of impact of acquisitions: 
  
  
Receivables, net2,881
 (22,747) (8,139)
Inventories, net3,749
 (27,217) (10,381)
Other current assets and noncurrent assets3,681
 (13,020) 6,031
Accounts payable and deferred compensation(23,587) 54,743
 (362)
Accrued expenses and other current liabilities7,562
 4,253
 1,919
Long-term lease obligations(1,378) (1,292) (1,275)
Earn-out obligations
 
 (3,269)
      
Net cash provided by operating activities50,420
 47,193
 37,574
      
Cash flows from investing activities: 
  
  
Purchases of property and equipment(3,743) (6,546) (10,562)
Proceeds from the sale of property and equipment732
 143
 507
Cash paid for acquisitions, net of cash acquired
 (63) (195,135)
      
Net cash used in investing activities(3,011) (6,466) (205,190)
      
Cash flows from financing activities: 
  
  
Borrowings on loan agreement348,675
 321,630
 519,313
Repayments on loan agreement(391,285) (340,046) (333,222)
Earn-out obligation payments
 (18,515) (11,713)
Payment of debt financing costs
 
 (2,699)
Payments on financing lease obligations(1,287) (1,128) (986)
Payment of taxes for equity transactions(500) (499) (342)
Dividends paid(2,816) (2,481) (2,258)
      
Net cash (used in) provided by financing activities(47,213) (41,039) 168,093
      
      
Net increase (decrease) in cash and cash equivalents196
 (312) 477
Cash and cash equivalents at beginning of year428
 740
 263
Cash and cash equivalents at end of year$624
 $428
 $740

Supplemental cash flow disclosures:     
      
Cash paid for:     
Interest$7,606
 $8,230
 $6,621
Income taxes$16,346
 $18,886
 $15,949

 For the years ended December 31,
 202220212020
Cash flows from operating activities:
Net income (loss)$28,059 $7,966 $(5,171)
  Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:   
Depreciation and amortization25,570 25,600 24,135 
Deferred taxes(1,139)(4,356)106 
Stock-based compensation4,465 3,932 2,858 
Provision for inventory1,094 24,420 — 
Loss on sale of a business entity and certain assets— — 8,214 
Loss (gain) on sale of property and equipment122 (64)(1,051)
Goodwill and intangible asset impairment— — 33,734 
Earn-out obligation fair value adjustment— — (4,999)
Changes in operating assets and liabilities, net of impact of acquisitions:   
Receivables(26,606)(9,413)7,732 
Unbilled receivables(6,425)(5,542)19,694 
Inventories(59,099)(80,021)(50,172)
Other current assets and noncurrent assets(4,522)(14,247)(1,722)
Accounts payable and deferred compensation36,193 33,210 3,503 
Accrued expenses and other current and noncurrent liabilities10,339 913 (1,100)
Net cash provided by (used in) operating activities8,051 (17,602)35,761 
Cash flows from investing activities:   
Purchases of property and equipment(11,212)(10,520)(4,427)
Proceeds from the sale of property and equipment— 68 2,875 
Proceeds from payments on notes receivable8,835 2,906 1,856 
Proceeds from sale of a business entity and certain assets— — 19,915 
Earn-out obligation payments— (750)
Cash paid for acquisitions, net of cash acquired— (53,336)— 
Net cash (used in) provided by investing activities(2,377)(61,632)20,219 
Cash flows from financing activities:   
Borrowings on loan agreement520,223 491,567 432,999 
Repayments on loan agreement(518,347)(458,294)(452,338)
Proceeds from issuance of common stock899 52,017 — 
Earn-out obligation payments(1,250)— (31,701)
Payment of debt financing costs(1,113)(808)(636)
Payment of taxes for equity transactions(1,015)(681)(690)
Dividends paid(5,111)(4,427)(3,970)
Net cash (used in) provided by financing activities(5,714)79,374 (56,336)
Net (decrease) increase in cash and cash equivalents(40)140 (356)
Cash and cash equivalents at beginning of year518 378 734 
Cash and cash equivalents at end of year$478 $518 $378 
The accompanying notes are an integral part of these financial statements.



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Supplemental cash flow disclosures:   
Cash paid for interest$16,423 $12,146 $13,936 
Cash paid for income taxes$10,332 $7,536 $4,759 
Supplemental disclosure of noncash investing and financing activities:
Notes receivable from the sale of a business entity and certain assets$— $— $12,852 
Earn-out obligation in connection with acquisitions$— $1,250 $— 
















































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

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VSE Corporation and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 20172022


(1)  Nature of Business and Summary of Significant Accounting Policies


Nature of Business


The term "VSE," the "Company," "us," "we," or "our" means VSE and its subsidiaries and divisions unless the context indicates operations of only VSE as the parent company.


Our operations include aftermarket supply chain management solutions and parts supply for vehicle fleets; maintenance, repair, and overhaul ("MRO") services and parts supply for aviation clients; vehicle and equipment maintenance and refurbishment; logistics; engineering; energy and environmental services; IT and health care IT solutions; and consulting services. We provide logistics services for legacy systems and equipment and professional and technical services toserve the United States Government (the "government"), including the United States Postal Service ("USPS"), the United States Department of Defense ("DoD") and, federal civilian agencies, and toother commercial customers, and to other customers.


Principles of Consolidation and Basis of Presentation


The consolidated financial statements consist of the operations of our parent company and our wholly owned subsidiaries, Energetics Incorporated ("Energetics"), Akimeka, LLC ("Akimeka"), Wheeler Bros., Inc. ("WBI") and VSE Aviation, Inc. ("VSE Aviation"), and our unincorporated divisions.subsidiaries. All intercompany transactions have been eliminated in consolidation.


Use of Estimates in the Preparation of Financial Statements


The preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the United States ("U.S. GAAP") requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilitiescontingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the financial statements may include, accruals for contract disallowance reserves and recoverabilitybut are not limited to, fair value measurements, inventory provisions, collectability of receivables, estimated profitability of long-term contracts, valuation allowances on deferred tax assets, fair value of goodwill and other intangible assets.assets and contingencies.


Stock Split Effected in Form of Stock DividendStock-Based Compensation


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 resulting stock distribution occurred on August 3, 2016. All references made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the Stock Split.

Recently Adopted Accounting Pronouncements

Effective January 1, 2017, we adopted Accounting Standards Update (ASU) No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which is intended to simplify the accounting for share-based payment transactions, including the income tax consequences, classification ofWe issue stock-based awards as either equity or liabilitiescompensation to employees and classification ondirectors. Stock-based awards include stock-settled bonus awards, vesting stock awards and performance share awards. We recognize stock-based compensation expense over the statement of cash flows. We have electedunderlying award’s requisite service period, as measured using the award’s grant date fair value. Our policy is to account forrecognize forfeitures as they occur. The adoptionFor performance share awards, we assess the probability of ASU 2016-09 did not have a significant impact on our consolidated financial position, results of operations or cash flows.

Effective January 1, 2017, we adopted ASU No. 2015-11, Simplifyingachieving the Measurement of Inventory, whichclarifies that, for inventories measuredperformance conditions at the lower of costeach reporting period end and net realizable value, net realizable value should be determinedadjust compensation expense based on the estimated selling prices in the ordinary coursenumber of business less reasonably predictable costs of completion, disposal, and transportation. The adoption of ASU 2015-11 did not have a significant impact on our consolidated financial position, results of operations or cash flows.shares we expect to ultimately issue.

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 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


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ASU 2017-04 effective April 1, 2017 and applied the new standard to our 2017 annual goodwill impairment test, as well as any interim tests. The adoption did not have a significant impact on our consolidated financial position, results of operations or cash flows.

Stock-Based Compensation

We account for share-based awards in accordance with the applicable accounting rules that require the measurement and recognition of compensation expense for all share-based payment awards based on estimated fair values. The compensation expense, included in costs and operating expenses, is amortized over the requisite service period using the accelerated attribution method.


Earnings Per Share


Basic earnings per share ("EPS") is computed by dividing net income by the weighted average number of shares of common stock outstanding during each period. Shares issued during the period are weighted for the portion of the period that they were outstanding. Our calculation of diluted earnings per common share includes the dilutive effects for the assumed vesting of restrictedoutstanding stock-based awards. As a result of incurring a net loss for the year ended December 31, 2020, potential dilutive shares were excluded from diluted loss per share as the effect would have been anti-dilutive. The antidilutive common stock awards.equivalents excluded from the diluted per share calculation were not material.
 Years Ended December 31,
 202220212020
Basic weighted average common shares outstanding12,780,117 12,551,459 11,034,256 
Effect of dilutive shares47,777 81,415 — 
Diluted weighted average common shares outstanding12,827,894 12,632,874 11,034,256 
 Years Ended December 31,
 2017 2016 2015
Basic weighted average common shares outstanding10,834,562
 10,793,723
 10,747,226
Effect of dilutive shares33,272
 34,429
 40,044
Diluted weighted average common shares outstanding10,867,834
 10,828,152
 10,787,270


Cash and Cash Equivalents


We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Due to the short maturity of these instruments, the carrying values on our consolidated balance sheets approximate fair value.


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Property and Equipment


Property and equipment areis recorded at cost.cost, net of accumulated depreciation and amortization. Depreciation and amortization is generally provided on the straight-line method over the estimated useful lives of the various assets. Property and equipment is generally depreciated over the following estimated useful lives: computer equipment, furniture, other equipment is provided principally by the straight-line method over periods of 3from three to 15 years. Depreciation ofyears; and buildings and land improvements is provided by the straight-line method over periods of approximatelyfrom 15 to 20 years. Amortization of leasehold improvements is provided by the straight-line method over the lesser of their useful life or the remaining term of the lease. 


Leases

We determine at inception whether an arrangement that provides us control over the use of an asset is a lease. Substantially all of our leases are long-term operating leases for facilities with fixed payment terms. We recognize a right-of-use ("ROU") asset and a lease liability upon commencement of our operating leases. The initial lease liability is equal to the future fixed minimum lease payments discounted using our incremental borrowing rate, on a secured basis. The lease term includes option renewal periods and early termination payments when it is reasonably certain that we will exercise those rights. The initial measurement of the ROU asset is equal to the initial lease liability plus any initial indirect costs and prepayments, less any lease incentives.

We recognize lease costs on a straight-line basis over the remaining lease term, except for variable lease payments that are expensed in the period in which the obligation for those payments is incurred.

Leases with an initial term of 12 months or less with purchase options or extension options that are not reasonably certain to be exercised are not recorded on the balance sheet. Operating lease cost is included in costs and operating expenses on our consolidated statement of income.

Concentration of Credit Risk/Fair Value of Financial InstrumentsRisk


Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash, cash equivalents andour trade receivables. Contracts with theOur trade receivables consist of amounts due from various commercial entities and government either as a prime or subcontractor, accounted for approximately 82%, 80%, and 77% of revenues for the years ended December 31, 2017, 2016 and 2015, respectively.clients. We believe that concentrations of credit risk with respect to trade receivables are limited due to the large number of customers comprising the customer base and their dispersion across many different geographic regions. Contracts with the government, either as they are primarilya prime or subcontractor, accounted for approximately 47%, 57%, and 69% of revenues for the years ended December 31, 2022, 2021 and 2020, respectively. The credit risk, with respect to contracts with the government, receivables.is limited due to the creditworthiness of the respective governmental entity. We believe thatperform ongoing credit evaluations and monitoring of the fair market valuefinancial condition of all our customers. We maintain an allowance for credit losses based upon several factors, including historical collection experience, current aging status of the customer accounts and financial instruments, including debt, approximate book value.condition of our customers.

Revenues


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 persuasive evidencethe performance obligation is satisfied. The majority of an arrangement exists, delivery has occurredour contracts have a single performance obligation as the promise to transfer the respective goods or services have been rendered,is not separately identifiable from other promises in the feecontracts and is, fixedtherefore, 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 determinable,at a point in time based on transfer of control of products and collectability is probable.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 of our Supply Chain Management GroupFleet segment revenues result from the sale of vehicle parts to clients. We recognize revenuecustomers 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 vehicleaircraft 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
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usually occurs when the customer takes ownership ofparts are shipped. Our Aviation segment recognizes revenues for MRO services over time as the parts.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 Aviation GroupFederal and Defense segment revenues are recognized upon the shipment or delivery of products to customers based on when title or risk of loss transfers to the customer. Sales returnsresult from professional and allowances are not significant.


Substantially all of our Federal Services work is performedtechnical services, which we perform for our 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.time-and-materials. Revenues result from work performed on these contracts by our employees and our subcontractors and from costs for materials and other work relatedwork-related costs allowed under our contracts.


Revenues on cost-typecost-plus contracts are recorded as contract allowable costs are incurred and fees are earned. Our FMS Program contractVariable consideration is included in the estimated transaction price, to the extent that it is probable that a significant reversal will not occur, when there is a cost plusbasis to reasonably estimate the amount of the fee. These estimates are based on historical award fee contract. This contract has terms that specify award fee payments that are determined byexperience, anticipated performance and level of contract activity. Award fees are made during the year through a contract modification authorizing the award fee that is issued subsequent to the period in which the work is performed. We recognize award fee incomeour best judgment based on the FMS Program contract when the fees are fixed or determinable. Due to such timing,current facts and to fluctuations in the level of revenues, profits as a percentage of revenues on this contract will fluctuate from period to period.circumstances.


Revenue recognition methods on fixed-price contracts will vary depending on the nature of the work and the contract terms. Revenues on fixed-price service contracts are recorded as work is performed typically ratably over the period. We generally recognize revenue using the time-elapsed output method for our fixed-price service period. Revenues onoffering performance obligations. For certain deliverable-based fixed-price performance obligations, revenue is recognized over time using costs incurred to date relative to total estimated costs at completion. For such contracts, that require deliverywe estimate total costs at the inception of specific items are recordedthe contract based on our assumptions of the cost elements required to complete the associated tasks of the contract and assess the impact of the risks on our estimates of total costs to complete the contract. Our cost estimates are based on assumptions that include the complexity of the work, our employee labor costs, the cost of materials and the performance of our subcontractors. These cost estimates are subject to change as we perform under the contract and as a price per unitresult, the timing of revenues and amount of profit on a contract may change as unitsthere are delivered.changes in estimated costs to complete the contract. Such adjustments are recognized on a cumulative catch-up basis in the period we identify the changes.


Revenues for time and materials ("T&M") contracts are recorded based on the amount for which we have the right to invoice our customers, because the amount directly reflects the value of our work performed for the customer. Revenues are recorded on the basis of contract allowable labor hours worked multiplied by the contract defined billing rates, plus the direct costs and indirect cost burdens associated with materials and subcontract work used in performance on the contract. Generally, profits on time and materials contracts result from the difference between the cost of services performed and the contract defined billing rates for these services.


RevenueRevenues related to work performed on government contracts at risk, which is work performed at the customer's request prior to the government formalizing funding, is not recognized until it can be reliably estimated, and its realization is probable.


A substantial portion of contract and administrative costs are subject to audit by the Defense Contract Audit Agency. Our indirect cost rates have been audited and approved for 20132021 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 financial position.cash flows.


Receivables and Allowance for Doubtful AccountsUnbilled Receivables


Receivables are recorded at amounts earned less an allowance for doubtful accounts.allowance. We review our receivables regularly to determine if there are any potentially uncollectible accounts. The majority of our receivables are from government agencies, where there is minimal credit risk. 

Unbilled receivables include amounts typically resulting from sales under contracts when the cost-to-cost method of revenue recognition is utilized, and revenue recognized exceeds the amount billed to the customer. The amounts may not exceed their estimated net realizable value. Unbilled receivables are classified as current based on our contract operating cycle.

Allowance for Credit Losses

We recordestablish allowances for bad debtcredit losses on our accounts receivable and unbilled receivables. To measure expected credit losses, we have disaggregated pools of receivable balances by segment. Within each segment, receivables exhibit similar risk characteristics. In determining the amount of the allowance for credit losses, we consider historical collectability based on past due status. We also consider current market conditions and forecasts of future economic conditions to inform potential
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adjustments to historical loss data. In addition, we also record allowance for credit losses for specific receivables that are deemed to have a higher risk profile than the rest of the respective pool of receivables, such as concerns about a reductionspecific customer's inability to receivables and an increasemeet its financial obligation to bad debt expense. We assess theus. The adequacy of these reserves by considering generalallowances is assessed quarterly through consideration of factors such as the length of timeon a collective basis where similar characteristics exist and on an individual receivables are past due and historical collection experience.basis.


Inventories


Inventories for our Supply Chain Group are stated at the lower of cost or net realizable value using the first-in, first-out ("FIFO") method. Included in inventory areInventories consist primarily of finished goods replacement parts for our Fleet and Aviation segments, and also include related purchasing, storage and handling costs. Our inventory primarily consists of vehicle replacement parts.

Inventories for our Aviation Group are stated at lowersegment consist primarily of cost or net realizable value. Inventoriesaftermarket parts for our Aviation Group primarily consist ofdistribution, and general aviation jet aircraft engines and engine accessories and parts. The cost for purchased enginesparts, and parts is determined by the specific identification method. Included in inventory arealso include related purchasing, overhaul labor, storage and handling costs.

We also purchase aircraft enginesperiodically evaluate the carrying value of inventory, giving consideration to factors such as its physical condition, sales patterns and expected future demand in order to estimate the amount necessary to write down any slow moving, obsolete or damaged inventory. These estimates could vary significantly from actual amounts based upon future economic conditions, customer inventory levels or competitive factors that were not foreseen or did not exist when the estimated write-downs were made.

During 2021, we recorded a $24.4 million provision for disassemblyinventory within cost and operating expenses primarily related to slow moving and excess quantities of Aviation segment inventory supporting certain international region distribution programs entered into individual parts and components.prior to 2019.


Deferred Compensation Plans


We have a deferred compensation plan,established the VSE Corporation Deferred Supplemental Compensation Plan ("DSC Plan"), for the benefit of certain key management employees to provide incentivebe incentivized and reward for certain management employeesrewarded based on overall corporatecompany performance. We maintain the underlying assets of therecognized DSC Plan in a Rabbi Trustexpenses of $0.3 million, $0.4 million and changes in asset values are included in costs$1.0 million for the years ended December 31, 2022, 2021 and operating expenses on the accompanying consolidated statements of income. 2020, respectively.

We invest the assets held by the Rabbi Trust in both corporate owned life insurance ("COLI") products and in mutual funds.funds that are held in a Rabbi Trust to fund the DSC Plan obligations. The COLI investments are recorded at cash surrender value and the mutual

fund investments are recorded at fair value. The DSC Plan assets are included in other assets and the obligation to the participants is included in deferred compensation on the accompanying consolidated balance sheets.

Deferred compensation plan expense Gains and losses recognized on the changes in fair value of the investments are recorded as costsselling, general and operatingadministrative expenses inon the accompanying consolidated statements of incomeincome. We recorded a net gain of $22 thousand and net losses of $0.6 million and $0.9 million for the years ended December 31, 2017, 2016,2022, 2021 and 2015 was approximately $1.9 million, $1.7 million,2020, respectively.

Derivative Instruments

Derivative instruments are recorded on the consolidated balance sheets at fair value. Unrealized gains and $1.9 million, respectively.

Impairment of Long-Lived Assets

Long-lived assets include intangible assetslosses on derivatives designated as cash flow hedges are report in other comprehensive income (loss) and property and equipment to be held and used. We reviewreclassified into earnings in a manner that matches the carrying values of long-lived assets other than goodwill for impairment if events or changes in the facts and circumstances indicate that their carrying values may not be recoverable. We assess impairment by comparing the estimated undiscounted future cash flowstiming of the related asset to its carrying value. If an asset is determined to be impaired, we recognize an impairment charge in the current period for the difference between the fair valueearnings impact of the asset and its carrying value.hedged transactions.

No impairment charges related to long-lived assets, other than goodwill, were recorded in the years ended December 31, 2017, December 31, 2016 and December 31, 2015.


Income Taxes


Income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. This method also requires the recognition of future tax benefits, such as net operating loss carryforwards, to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


The carrying value of net deferred tax assets is based on assumptions regarding our ability to generate sufficient future taxable income to utilize these deferred tax assets.


Business Combinations

We allocate the purchase price of acquired entities to the underlying tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values, with any excess recorded as goodwill. The operating results of acquired businesses are included in our results of operations beginning as of their effective acquisition dates. For contingent
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consideration arrangements, a liability is recognized at fair value as of the acquisition date with subsequent fair value adjustments recorded in operations.

Goodwill and Other Intangible Assets


We test goodwillGoodwill represents the purchase price paid in excess of the fair value of net tangible and intangible assets acquired in a business combination. Goodwill is tested for potential impairment at the reporting unit level annually inat the beginning of the fourth quarter, andor whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.Goodwill is tested for impairment at the reporting unit level. A qualitative assessment can be performed to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, we

We estimate and compare the fair value of each reporting unit to its respective carrying value including goodwill. The fair value of our reporting units is determined using a quantitative assessment.combination of the income approach and the market approach, which involves the use of estimates and assumptions, including projected future operating results and cash flows, the cost of capital, and financial measures derived from observable market data of comparable public companies. If the fair value of the reporting unit exceeds its carrying value, goodwill is considered not impaired. If the fair value of the reporting unit is less than the carrying value, the amount of impairment expense is equal to the difference between the reporting unit’s fair value and the reporting unit’s carrying value.

Intangible assets with finite lives are amortized using the method that best reflects how their economic benefits are utilized or, if a pattern of economic benefits cannot be reliably determined, on a straight-line basis over their estimated useful lives.  Intangible assets with finite lives are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Impairment of Long-Lived Assets (Excluding Goodwill)

We review our long-lived assets, including amortizable intangible assets and property and equipment, for impairment whenever events or changes in facts and circumstances indicate that their carrying values may not be fully recoverable. We assess impairment by comparing the estimated undiscounted future cash flows of the related asset to its carrying value. If an asset is recorded asdetermined to be impaired, we recognize an impairment loss.

Forcharge in the quantitative assessment, we estimatecurrent period for the difference between the fair value of each reporting unit using a combination of an income approach using a discounted cash flow ("DCF") analysisthe asset and a market-based valuation approach based on as comparable public company trading values. Determining the fair value of a reporting unit requires the exercise of significant management judgments, including the amount and timing of projected future revenues, earnings and cash flows, discount rates, long-term growth rates, and comparable public company revenues and earnings multiples. The projected results used in our quantitative assessment are based on our best estimate as of the testing date of future revenues, earnings and cash flows after considering factors such as recent operating performance, general market and industry conditions, existing and expected future contracts, changes in working capital, and long-term business plans and growth initiatives. Theits carrying value of each reporting unit includes the assets and liabilities employed in its operations and goodwill. There are no significant allocations of amounts held at the Corporate level to the reporting units.value.


Based on our annual goodwill impairment analysis we performed in the fourth quarter of 2017, including an interim impairment analysis performed for the VSE Aviation reporting unit at year-end, the fair value of our reporting units exceeded their carrying values.


Intangible Assets

Intangible assets consist of the value of contract-related intangible assets, trade names and acquired technologies acquired in acquisitions. We amortize on a straight-line basis intangible assets acquired as part of acquisitions over their estimated useful lives unless their useful lives are determined to be indefinite. The amounts we record related to acquired intangibles are determined by us considering the results of independent valuations. Our contract-related intangibles are amortized over their estimated useful lives of approximately seven to 16 years with a weighted-average life of approximately 12.6 years as of December 31, 2017. We have four trade names that are amortized over an estimated useful life of approximately nine years. We have an acquired technologies intangible asset that is amortized over an estimated useful life of 11 years. The weighted-average life for all amortizable intangible assets is approximately 12.2 years as of December 31, 2017.

Recently IssuedRecent Adopted Accounting Pronouncements


In June 2016,October 2021, the FASB issued ASU No. 2016-13, Measurement of Credit Losses2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on FinancialInstruments, which changes the methodology for measuring credit losses on financial instruments andacquisition date in accordance with ASC 606, "Revenue from Contracts with Customers," as if the timing of when such losses are recorded.acquirer had originated the contracts. The new standard is effective on a prospective basis for fiscal years and interim reporting periods within those fiscal years beginning after December 15, 2019 with early adoption permitted for reporting periods beginning after December 15, 2018. We currently are assessing the impact that this standard will have on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The new standard is effective for reporting periods beginning after December 15, 20182022, with early adoption permitted. We currently are assessing the impact thatelected to early adopt this standard during the first quarter 2022 and will apply the guidance prospectively to business combinations entered into subsequent to adoption.

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We amended our loan agreement in October 2022, which is discussed in Note (7) "Debt". The change from LIBOR rates did not have a material impact on our consolidated financial statements.


In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts
(2) Acquisitions and Divestitures

Acquisitions

Global Parts Group, Inc

On July 26, 2021, our Aviation segment acquired Global Parts Group, Inc. ("Global Parts"), a privately owned company with Customers (Topic 606), which outlines a single comprehensive model for entities to useoperations in accounting for revenue arising from contracts with customersAugusta, Kansas. Global Parts provides distribution and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. The standard is required to be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract.
We performed a detailed review of our contract portfolio representative of our different businesses and compared historical accounting policies and practices to the new standard. Based on the assessment, 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 business and general aviation clients("B&GA") aircraft families. The acquisition expands our existing B&GA focus and certain fixedfurther diversifies our existing product and
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platform offerings to include additional airframe components, while expanding our customer base of regional and global B&GA customers.

The cash purchase price delivery contracts will change from the datefor Global Parts was approximately $40 million, net of deliverycash acquired, which was funded using our existing bank revolving loan. The purchase price included $2 million of contingent consideration. Refer 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 also implemented changes to our business processes, systems and controls to support adoption of the new standard in 2018. The new standard requiresNote (17) "Fair Value Measurements," for additional disclosuresinformation regarding the company’s contracts with customers, including disclosure of remaining unsatisfied performance obligations,earn-out obligation.

We completed the purchase accounting valuation for this transaction in 2021 and recorded the first quarter 2018, which we are continuing to assess. We adopted the new standard effective January 1, 2018 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. The cumulative effect of initially applying the new revenue standard is preliminarily estimated to be an increase to retained earnings of approximately $1.5 million.



(2)  Receivables, net

Total receivables, net of allowance for doubtful accounts of approximately $83 thousand and $30 thousand as of December 31, 2017 and 2016, respectively, werefinal purchase price allocation as follows (in thousands):

 2017 2016
Billed$55,760
 $55,669
Unbilled42,577
 45,549
Total receivables$98,337
 $101,218
DescriptionFair Value
Accounts receivable$6,410 
Inventories13,240 
Prepaid expenses and other current assets620 
Property and equipment368 
Intangibles - customer related16,000 
Goodwill10,019 
Operating lease right-of-use-assets3,043 
Long-term deferred tax assets1,775 
Accounts payable(6,112)
Accrued expenses and other current liabilities(1,936)
Long-term operating lease liabilities(2,874)
Net assets acquired, excluding cash$40,553 
Cash consideration, net of cash acquired$38,553 
Acquisition date estimated fair value of earn-out obligation2,000 
Total consideration$40,553 


The unbilled balance includes certain costs for work performed at risk but which we believe will be funded byvalue attributed to the government totaling approximately $4.0 million and $2.1 million ascustomer relationship intangible asset is being amortized on a straight-line basis using a useful life of December 31, 2017 and 2016, respectively. We expect to invoice substantially all unbilled receivables during 2018.


(3)  Other Current Assets and Other Assets

At December 31, 2017 and 2016, other current assets primarily consisted of vendor advances, prepaid rents and deposits, prepaid income taxes, software licenses, prepaid maintenance agreements and deferred contract costs. At December 31, 2017 and 2016, other assets primarily consisted of deferred compensation plan assets.

(4)  Property and Equipment

Property and equipment consisted15 years. None of the following asvalue attributed to goodwill and customer relationships was deductible for income tax purposes. Goodwill resulting from the acquisition reflects the strategic advantage of December 31, 2017expanding our supply chain management capabilities through the diversification of our existing product and 2016 (in thousands):platform offerings to new customers.
 2017 2016
Buildings and building improvements$53,049
 $52,972
Computer equipment27,775
 29,463
Furniture, fixtures, equipment and other30,704
 29,455
Leasehold improvements545
 545
Land and land improvements4,462
 4,214
 116,535
 116,649
Less accumulated depreciation and amortization(61,389) (54,588)
Total property and equipment, net$55,146
 $62,061

Depreciation and amortization expense for property and equipment for the years ended December 31, 2017, 2016 and 2015 was approximately $9.3 million, $9.4 million and $9.1 million, respectively.

(5) Acquisitions

Ultra Seating

On December 31, 2015, we acquired Ultra Seating Company ("Ultra Seating") for approximately $3.6 million, which represents cash consideration of $3.8 million adjusted for the settlement of pre-existing liabilities and a final working capital adjustment. Ultra Seating provides specialized seating for commercial trucks and buses. Ultra Seating is included in our Supply Chain Management Group.
We have completed our purchase price allocation and recognized fair values of assets acquired (including intangible assets), liabilities assumed and the amortization period for the intangible assets. We recordedincurred approximately $2.0$0.5 million of goodwill and approximately $1.5 million of intangible assets, primarily related to customer relationships and a trade name. During 2016, we recorded immaterial purchase accounting adjustments based on changes to management’s estimates and assumptions in regards to acquired intangible assets and assumed liabilities.
The pro forma effects, assumingacquisition-related expenses associated with our Global Parts acquisition of Ultra Seating had occurred as of January 1, 2015, were not material to our total revenues, net income or earnings per share for the year ended December 31, 2015.

VSE Aviation

On January 28, 2015, we acquired four related businesses that perform maintenance, repair and overhaul ("MRO") services and parts supply for general aviation jet aircraft engines and engine accessories. The acquired businesses include Air Parts & Supply Co., Kansas Aviation of Independence, L.L.C., Prime Turbines LLC (including U.S. and German-based operations), and CT Aerospace LLC (collectively, "the Aviation Acquisition"). These four businesses are operating as a combined group managed by our subsidiary VSE Aviation, Inc.

The initial purchase consideration paid at closing for the Aviation Acquisition was approximately $189 million, which included an estimated net working capital adjustment of approximately $5 million. Additional cash consideration of $2.4 million was paid to the sellers during the third quarter of 2015 based on the final working capital adjustment.

We were required under a post-closing-earn-out obligation contained in the Aviation Acquisition agreement to make additional purchase price payments of up to $40 million if the acquired businesses satisfied certain financial targets during the first two post-closing years. Consideration of $5 million was paid to the sellers in September 2015 because certain of the acquired businesses surpassed agreed upon financial targets during a 12- consecutive month period in 2014 and 2015. In July 2016, VSE and the sellers of the four aviation businesses agreed upon an early termination of the earn-out obligation and a final payment amount. VSE paid the sellers approximately $8.0 million as an earn-out payment in May 2016 and the final earn-out payment of approximately $10.5 million in July 2016.

We incurred approximately $528 thousand of acquisition-related expenses during the year ended December 31, 20152021, which are included in selling, general and administrative expenses.


The following VSE unaudited consolidated pro forma results are prepared as if the Aviation Acquisition had occurred on January 1, 2014. This information is for comparative purposes only and does not necessarily reflect the results that would have occurred or may occur in the future. The unaudited consolidated pro formaGlobal Parts' results of operations are included in our Aviation segment in the accompanying consolidated financial statements beginning on the acquisition date of July 26, 2021. Had the acquisition occurred as following (in thousands exceptof January 1, 2020, revenue and net income (loss) from consolidated operations, and basic and diluted earnings (loss) per share amounts)on a pro forma basis for the year ended December 31, 2021 and 2020 would not have been materially different than our reported amounts.

HAECO Special Services, LLC

On March 1, 2021, our Federal and Defense segment acquired HAECO Special Services, LLC ("HSS") from HAECO Airframe Services, LLC, a division of HAECO Americas ("HAECO") for the purchase price of $14.8 million. HSS is a leading provider of fully integrated MRO support solutions for military and government aircraft. HSS provides scheduled depot maintenance, contract field deployment and unscheduled drop-in maintenance for a United States DoD contract specifically for the sustainment of the U.S. Air Force ("USAF") KC-10 fleet. HSS operating results are included in our Federal and Defense segment in the accompanying consolidated financial statements beginning on the acquisition date of March 1, 2021. The acquisition was not material to our consolidated financial statements.

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The final allocation of the purchase price resulted in approximately $7.0 million to the fair value of net tangible assets (including $9.2 million of accounts receivable), $0.7 million to goodwill, and $7.2 million to customer relationship intangible asset, which is being amortized over approximately 4 years from the acquisition date.

We incurred approximately $0.3 million of acquisition-related expenses associated with our HSS acquisition for the year ended December 31, 2021, which are included in selling, general and administrative expenses.

Divestitures

Prime Turbines Sale
In January 2020, VSE’s subsidiary VSE Aviation, Inc. entered into two definitive agreements to sell (1) Prime Turbines LLC ("Prime Turbines") and (2) certain related inventory assets to PTB Holdings USA, LLC ("PTB"). The transaction was completed on February 26, 2020 with cash proceeds of $20.0 million, including final working capital adjustments, and a note receivable of $8.3 million received as consideration. As a result of the sale of the business and inventory, we derecognized the assets and liabilities of Prime Turbines and recorded a $7.5 million loss in 2020 which is reflected within loss on sale of a business entity and certain assets in the consolidated statements of income.
CT Aerospace Asset Sale
In June 2020, VSE's subsidiary VSE Aviation, Inc. entered into an asset purchase agreement to sell CT Aerospace, LLC ("CT Aerospace") inventory and certain assets to Legacy Turbines, LLC ("Legacy Turbines") for $6.9 million, with a note receivable received as consideration. As a result of the sale, we recorded a $678 thousand loss in 2020, which is reflected within loss on sale of a business entity and certain assets in the consolidated statements of income.

(3) Revenue Recognition

Disaggregated Revenue
Our revenues are derived from the delivery of products to our customers and from services performed for commercial customers, the DoD, and various other government agencies.

A summary of revenues by customer for each of our operating segments for the years ended December 31, 2022, 2021 and 2020 were as follows (in thousands):
Year Ended December 31, 2022FleetAviationFederal and DefenseTotal
Commercial$104,162 $403,155 $583 $507,900 
DoD3,286 — 224,436 227,722 
Other government153,888 4,957 55,295 214,140 
Total$261,336 $408,112 $280,314 $949,762 
Year Ended December 31, 2021
Commercial$73,606 $245,380 $3,332 $322,318 
DoD12,689 — 220,733 233,422 
Other government147,237 2,472 45,404 195,113 
Total$233,532 $247,852 $269,469 $750,853 
Year Ended December 31, 2020
Commercial$42,733 $163,695 $1,877 $208,305 
DoD20,744 1,093 214,560 236,397 
Other government178,693 282 37,982 216,957 
Total$242,170 $165,070 $254,419 $661,659 


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 Year Ended December 31,
 2015
Revenue$541,387
Income from continuing operations$25,267
Basic earnings per share$2.35
Diluted earnings per share$2.34
A summary of revenues by type for each of our operating segments for the year ended December 31, 2022, 2021 and 2020 were as follows (in thousands):

Year Ended December 31, 2022FleetAviationFederal and DefenseTotal
Repair$— $107,399 $— $107,399 
Distribution261,336 300,713 — 562,049 
Cost Plus Contract— — 139,958 139,958 
Fixed Price Contract— — 98,674 98,674 
T&M Contract— — 41,682 41,682 
Total$261,336 $408,112 $280,314 $949,762 
Year Ended December 31, 2021
Repair$— $75,725 $— $75,725 
Distribution233,532 172,127 — 405,659 
Cost Plus Contract— — 93,694 93,694 
Fixed Price Contract— — 105,495 105,495 
T&M Contract— — 70,280 70,280 
Total$233,532 $247,852 $269,469 $750,853 
Year Ended December 31, 2020
Repair$— $82,445 $— $82,445 
Distribution242,170 82,625 — 324,795 
Cost Plus Contract— — 79,064 79,064 
Fixed Price Contract— — 138,406 138,406 
T&M Contract— — 36,949 36,949 
Total$242,170 $165,070 $254,419 $661,659 
Contract Balances
Receivables, net, represent rights to consideration, which are unconditional other than the passage of time. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets include unbilled receivables and contract retentions but exclude billed receivables. Contract liabilities include customer advances, billings in excess of revenues and deferred revenue. Contract assets and liabilities are recorded net on a contract-by-contract basis and are generally classified as current based on our contract operating cycle.
Receivables, net and unbilled receivables as of December 31, 2022 and 2021, respectively, were as follows (in thousands):
 20222021
Receivables, net(1)
$103,193 $76,587 
Unbilled receivables38,307 31,882 
Total$141,500 $108,469 
(1) Net of allowance of $2.1 million and $1.7 million as of December 31, 2022 and 2021, respectively.
Unbilled receivables increased to $38.3 million as of December 31, 2022 from $31.9 million as of December 31, 2021, primarily due to revenue recognized in excess of billings.
Contract liabilities, which are included in accrued expenses and other current liabilities in our consolidated balance sheet, were $6.4 million as of December 31, 2022 and $7.1 million as of December 31, 2021. For the year ended December 31, 2022 and 2021, we recognized revenue of $3.9 million and $5.1 million, respectively, that was previously included in the beginning balance of contract liabilities.
Performance Obligations

Our performance obligations are satisfied either at a point in time or over time as work progresses. Revenues from products and services transferred to customers at a point in time are primarily related to the sales of vehicle and aircraft parts in our Fleet and Aviation segments. Revenue recognized at a point in time accounted for approximately 59% and 54% of our revenues for the
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year ended December 31, 2022 and 2021, respectively. Revenues from products and services transferred to customers over time are primarily related to revenues in our Federal and Defense segment and MRO services in our Aviation segment. Revenues recognized over time accounted for approximately 41% and 46% of our revenues for the year ended December 31, 2022 and 2021, respectively.
As of December 31, 2022, the aggregate amount of transaction prices allocated to unsatisfied or partially unsatisfied performance obligations was $187 million. Performance obligations expected to be satisfied within one year and greater than one year are 97% and 3%, respectively. We have applied the practical expedient for certain parts sales and MRO services to exclude the amount of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which we recognize revenue in proportion to the amount we have the right to invoice for services performed.

During the year ended December 31, 2022, revenue recognized from performance obligations satisfied in prior periods was not material.


(4)  Other Current Assets

Other current assets consisted of the following as of December 31, 2022 and 2021 (in thousands):
 20222021
Self insurance trust assets$— $5,993 
Current portion of notes receivable— 2,820 
Vendor advances14,998 14,552 
Other11,195 8,939 
Total$26,193 $32,304 


(5)  Property and Equipment

Property and equipment, net consisted of the following as of December 31, 2022 and 2021 (in thousands):
 20222021
Buildings and building improvements$30,482 $29,596 
Computer equipment29,728 28,084 
Furniture, fixtures, equipment and other48,788 39,377 
Leasehold improvements7,495 7,164 
Land and land improvements4,681 4,726 
 121,174 108,947 
Less accumulated depreciation and amortization(73,205)(66,461)
Total property and equipment, net$47,969 $42,486 

Depreciation and amortization expense for the years ended December 31, 2022, 2021 and 2020 was $7.1 million, $6.1 million and $5.6 million, respectively.


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(6)  Goodwill and Intangible Assets


Changes in goodwill for the years ended December 31, 20172022 and 2016 are2021 by operating segment were as follows (in thousands):
 FleetFederal and Defense
Aviation (1)
Total
Balance as of December 31, 2020$63,190 $30,883 $144,053 $238,126 
Goodwill acquired— 608 10,019 10,627 
Balance as of December 31, 2021$63,190 $31,491 $154,072 $248,753 
Adjustments to goodwill— 84 — 84 
Balance as of December 31, 2022$63,190 $31,575 $154,072 $248,837 
(1) As of December 2022 and 2021, the Aviation segment accumulated goodwill impairment loss was $30.9 million.
 Supply Chain Management Federal Services Aviation Total
Balance as of December 31, 2015$63,113
 $30,883
 $104,549
 $198,545
Increase from acquisitions77
 
 
 77
Balance as of December 31, 2016$63,190
 $30,883
 $104,549
 $198,622
Increase from acquisitions
 
 
 
Balance as of December 31, 2017$63,190
 $30,883
 $104,549
 $198,622


The resultsGoodwill increased during the year ended December 31, 2021 in connection with acquisitions completed during the period as discussed in Note (2) "Acquisitions and Divestitures." There were no impairments of our annualgoodwill during the years ended December 31, 2022 and 2021. During the year ended December 31, 2020, we recognized a $30.9 million goodwill impairment testing incharge resulting from the fourth quarternegative impact of 2017 indicated that the fair value ofCOVID-19 pandemic on our Aviation reporting units exceeded their carrying values.unit.


Intangible assets consistconsisted of the following (in thousands):
 CostAccumulated AmortizationNet Intangible Assets
December 31, 2022
Contract and customer-related$206,291 $(116,881)$89,410 
Trade names8,670 (7,456)1,214 
Total$214,961 $(124,337)$90,624 
December 31, 2021   
Contract and customer-related$221,796 $(116,385)$105,411 
Acquired technologies12,400 (11,915)485 
Trade names8,670 (6,303)2,367 
Total$242,866 $(134,603)$108,263 

Intangible assets with a gross carrying value of contract-related assets, technologies27.9 million were fully amortized during the year and trade names. are no longer reflected in the intangible asset values as of December 31, 2022. There were no impairment losses during 2022 and 2021. We recognized an impairment expense, included in goodwill and intangible impairment, of $2.8 million within the Aviation segment during the second quarter of 2020 in connection with the sale of all of the inventory of our CT Aerospace subsidiary.

Amortization expense for the years ended December 31, 2017, 20162022, 2021 and 20152020 was approximately $16.0$17.6 million, $16.1$18.5 million and $15.6$17.5 million, respectively.



The estimated future annual amortization expense related to intangible assets are as follows (in thousands):
Intangible assets were composed
Year Ending December 31,
2023$13,639 
202410,059 
20259,015 
20268,190 
20276,444 
Thereafter43,277 
Total$90,624 



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(7)  Debt

Long-term debt consisted of the following (in thousands):
December 31,
 20222021
Bank credit facility - term loan$100,000 $60,175 
Bank credit facility - revolver loans188,610 226,559 
Principal amount of long-term debt288,610 286,734 
Less debt issuance costs(2,310)(2,165)
Total long-term debt286,300 284,569 
Less current portion(10,000)(14,162)
Long-term debt, net of current portion$276,300 $270,407 
 Cost Accumulated Amortization Accumulated Impairment Loss Net Intangible Assets
December 31, 2017       
Contract and customer-related$173,094
 $(72,937) $(1,025) $99,132
Acquired technologies12,400
 (7,406) 
 4,994
Trade names16,670
 (9,887) 
 6,783
Total$202,164
 $(90,230) $(1,025) $110,909
        
December 31, 2016 
  
  
  
Contract and customer-related$173,094
 $(59,799) $(1,025) $112,270
Acquired technologies12,400
 (6,278) 
 6,122
Trade names16,670
 (8,136) 
 8,534
Total$202,164
 $(74,213) $(1,025) $126,926


Future expected amortizationAs of intangible assets is as followsDecember 31, 2022, the interest rate on our outstanding term debt and weighted average interest rate on our aggregate outstanding revolver debt was 6.93% and 7.01%, respectively. Interest expense incurred on bank credit facilities was approximately $17.4 million, $11.2 million and $12.7 million for the years endingended December 31, (in thousands):2022, 2021 and 2020, respectively.
 Amortization
2018$16,017
201915,953
202015,362
202114,998
202213,252
Thereafter35,327
Total$110,909


(7)  Debt


We have a loan agreement with a group of banks from which we borrow amounts under the loan agreement to provide working capital support, fund letters of credit, and finance acquisitions. The loan agreement which expires in January 2020, is comprised of aincludes term loan facility and a revolving loan facility.facilities. The revolving loan facility provides for revolving loans and letters of credit.

The maximum amount of credit available to us under the loan agreement for revolving loans and letters of credit as of December 31, 2017 was $150is $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 $79.3 million in revolving loan amounts outstanding and no letters of credit outstanding as of December 31, 2017. We had approximately $100 million in revolving loan amounts outstanding and no of letters of credit outstanding as of December 31, 2016.

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 subject to lender approvals. The loan agreement also provides for letters of credit aggregating up to $25 million.

Total bank loan borrowed funds outstanding including term loan borrowings and revolving loan borrowings were approximately $173.7 million and $216.3 million as As of December 31, 20172022 and 2016, respectively. These amounts exclude unamortized deferred financing costs2021, we had approximately $1.0 million in letters of approximately $1.1credit outstanding.

On October 7, 2022, we entered into the Fourth Amendment to our loan agreement which, among other things, (i) extended the maturity date from July 23, 2024 to October 7, 2025; (ii) reset the aggregate principal amount of the term loan to $100 million, and $1.7 million as of December 31, 2017 and 2016, respectively. The fair value of outstanding debt under our bank loan facilities as of December 31, 2017 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(iii) modified the quarterly amortization payments on the term loan borrowingsfrom $3.75 million to $2.50 million, (iv) increased the maximum Total Funded Debt to EBITDA Ratio from 4.25x to 4.50x, with such ratios decreasing thereafter, (v) changed the benchmark rate from LIBOR to Secured Overnight Financing Rate (SOFR) with a SOFR floor of 0%; and revolving(vi) modified pricing to account for the change from LIBOR to SOFR.

Borrowings under our loan borrowingsagreement bear interest at LIBOR plus a base marginvariable rate of interest based on Term SOFR or at a base rate, (typically the prime rate) plus a base margin. As of December 31, 2017, the LIBOR basein each case an applicable margin was 2.00% and the base rate base margin was 0.75%(based on our Total Funded Debt to EBITDA Ratio). The base rate for any day is a fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate plus .50%; (ii) the Prime Rate and (iii) the sum of Term SOFR for a one month interest period, plus the difference between the additional Term SOFR interest margin for SOFR rate loans and the additional base rate interest margin for base rate loans. The applicable margins increase or decrease in increments asfor SOFR loans ranges from 1.50% to 3.75% and .50% to 2.75% for base rate loans. We also pay a commitment fee with respect to undrawn amounts under the revolving loan facility ranging from .25% to .50% (based on our Total Funded Debt/Debt to EBITDA Ratio increases or decreases.Ratio) and fees on letters of credit that are issued.


TheWe incurred and deferred $1.1 million of debt issuance costs in connection with the Fourth Amendment to our loan agreement, requires uswhich are amortized to have interest rate hedges on a portionexpense over the remaining term of the outstanding term loanloan. Amortization of debt issuance costs was $1.0 million, $1.0 million, $1.1 million for the first three years of the agreement. We executed interest rate swap agreements in February 2015 that complied with these terms. The amount of swapped debt outstanding as of December 31, 2017 was $85 million.

After taking into account the impact of hedging instruments, as of December 31, 2017, interest rates on portions of our outstanding debt ranged from 3.25% to 5.25%, and the effective interest rate on our aggregate outstanding debt was 3.66%.

Interest expense incurred on bank loan borrowings and interest rate hedges was approximately $7.2 million, $7.8 million and $7.3 million during the years ended December 31, 2017, 20162022, 2021 and 2015,2020, respectively.


Future required term and revolver loan payments as of December 31, 2022 are as follows (in thousands):
Year EndingTermRevolverTotal
2023$10,000 $— $10,000 
202410,000 — 10,000 
202580,000 188,610 268,610 
Total$100,000 $188,610 $288,610 

-49-

The loan agreement contains collateral requirements to secure our loan agreement obligations, restrictive covenants, a limit on annual dividends, and other affirmative and negative covenants, conditions, and limitations. Restrictive covenants include a maximum Total Funded Debt/Debt to 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 December 31, 2017.2022.


Subsequent Event

In January 2018, we amended the loan agreement(8) Derivative Instruments and Hedging Activities

We are party to extend our payment terms, increase the borrowing commitments availablefixed interest rate swap instruments that are designated and accounted for as cash flow hedges to us, and increase the bank group from six banks to nine banks. The termination date of the loan agreement after the amendment is January 2023 and the amountmanage risks associated with interest rate fluctuations on a portion of our term loan borrowings outstanding after the January amendment is $100 million. After the amendment, our scheduled term loan payments are approximately $7.5 million in 2018, $10.0 million in 2019, $11.9 million in 2020, $14.4 million in 2021, $15.0 million in 2022 and $41.2 million in 2023. We classified our current portion of long-term debt in our consolidated balance sheetsfloating rate debt.

Our derivative instruments designated as cash flow hedges as of December 31, 2017, based2022 were (in thousands):

Notional AmountPaid Fixed RateReceive Variable RateSettlement and Termination
Interest rate swap(1)
$150,0002.8%1-month term SOFRMonthly through October 31, 2027
(1) On July 22, 2022, we executed forward-starting fixed interest rate swap, the tenor of which began on October 31, 2022.

These derivative instruments are recorded on these amended terms.

The maximum amount of credit available to us for revolving loansthe consolidated balance sheets at fair value. Unrealized changes in the fair value on cash flow hedges are recognized in other comprehensive income (loss) and letters of credit after the amendment is $300 million. Underamounts are reclassified from accumulated other comprehensive income (loss) into earnings in a manner that matches the loan agreement we may elect to increase the maximum availabilitytiming of the term loan facility, the revolving loan facility, or a combination of both facilities. The aggregate limit of incremental increases is $100 million after the amendment.

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. After the amendment the LIBOR base margin is 1.75% and the base rate base margin is 0.50%.

The loan agreement requires us to have interest rate hedges on a portionearnings impact of the outstanding term loan for the first three yearshedged transactions. We estimate that we will reclassify $2.9 million of the agreement and for the first three years after the amendment. We executed an interest rate hedge in February 2018 that extended our compliance with this requirement for an additional three years.

After the amendment, the maximum Total Funded Debt/EBITDA Ratio was fixed at 3.0 to 1, with a provision to increase the maximum ratiounrealized gains from accumulated other comprehensive income into earnings in the event of a material acquisition.twelve months following December 31, 2022.



(8)
(9) Accrued Expenses and Other Current Liabilities


Accrued expenses and other current liabilities consist primarily consisted of accrued compensation and benefits of approximately $23.3 million and $20.7 million as of December 31, 2017 and 2016, respectively. The accrued compensation and benefits amounts include bonus, salaries and related payroll taxes, vacation and deferred compensation.the following (in thousands):

December 31,
 20222021
Accrued compensation and benefits$23,298 $24,395 
Contract liabilities6,402 7,147 
Accrued customer rebates and royalties6,240 4,514 
Current portion of lease liabilities7,254 5,991 
Other10,528 7,418 
Total$53,722 $49,465 

(9)
(10) Stock-Based Compensation Plans


In 2006, our stockholders approved theThe VSE Corporation 2006 Restricted Stock Plan, for its directors, officers and other employeesas amended (the "2006 Plan")., provides VSE's employees and directors the opportunity to receive various types of stock-based compensation and cash awards. In May 2014,2020, the stockholders approved amendments to the 2006 Plan extending its term until May 6, 20212027 and authorizing an additional 500,000 shares of our common stock for issuance under the 2006 Plan. Under the 2006 Plan,As of December 31, 2022, we are authorized to issue up to 1,000,0001,500,000 shares of our common stock and as of December 31, 2017, 436,532598,637 shares remained available for issuanceissuance. As of December 31, 2022, we have outstanding stock-settled bonus awards, vesting stock awards, and performance share awards under this plan.

Stock-settled bonus awards are a fixed dollar-denominated award that vests over a three-year service period in three equal tranches. As each tranche vests, the 2006 Plan. The Compensation Committee is responsible for the administrationfixed dollar value of the 2006 Plan, and determines each recipient of an award under the 2006 Plan, the number of restricted shares of common stock subject to such award and the period of continued employment required for the vesting of such award. These terms are included in award agreements between VSE and the recipientsvested portion of the award.

During 2017, 2016 and 2015, non-employee directors were awarded 16,100, 17,600 and 18,000award is converted into shares of restricted stock, respectively, under the 2006 Plan. The weighted average grant-date fair value of these restricted stock grants was $39.85 per share, $30.89 per share, and $34.29 per share for the shares awarded in 2017, 2016 and 2015, respectively. The shares issued vested

immediately and, without the Compensation Committee's approval, cannot be sold, transferred, pledged or assigned before the second anniversary of the grant date. Compensation expense related to these grants was approximately $642 thousand, $544 thousand and $617 thousand during 2017, 2016 and 2015, respectively.

In January of every year since 2007, we have notified certain employees that they are eligible to receive awards of VSE stock under our 2006 Plan, based on the closing market price of our financial performance forstock at the respective fiscal years. These restricted stock awards are expensed and a corresponding liability is recorded on an accelerated basis over the vesting period of approximately three years. Upon issuance of shares on each vesting date, the liability is reduced and additional paid-in capital is increased. The date of award determination is expected to be in March 2018 for the 2017 awards. The date of award determination for the 2016 awards and the 2015 awards was March 1, 2017 and 2016, respectively.conversion. On each vesting date, 100% of the vested award is paid in stock that is subject to a two-year stock sales restriction. Expense is recognized on a straight-line basis over the requisite service period for each tranche, which results in an accelerated pattern for an award.

Employee vesting stock awards generally vest over a three-year service period in equal installments on each anniversary of the grant date. Our directors receive a grant of vesting stock annually as part of their compensation and the stock vests immediately upon grant.

-50-

We grant performance share awards to certain employees under the 2006 Plan. Performance share awards are rights to receive shares of our shares. Thestock on the satisfaction of service requirements and performance conditions. These awards vest ratably in equal installments over a three-year period on the anniversary of each grant date, subject to meeting the minimum service requirements and the achievement of certain annual or cumulative financial metrics of our performance, with the number of shares ultimately issued, if any, ranging up to 100% of the specified target shares. If performance is below the minimum threshold level of performance, no shares will be issued. For all performance share awards granted, the annual and cumulative financial metrics are based on our achievement of a return on equity.

During fiscal 2021, we established the Employee Stock Purchase Plan (ESPP) to allow eligible employees to purchase shares of our VSE common stock at a discount of up to 15% of the fair market value on specified dates. For ESPP offerings in the year ended December 31, 2022, the purchase price was 12% off the lesser of ourthe fair market value on the date of the offering and the fair market value on the date of purchase, thereby resulting in stock compensation expense of $123 thousand. As of December 31, 2022, 500,000 shares of VSE common stock onare authorized for issuance under the vesting date. The earned amount is expensed on an accelerated basis overESPP.

Expense and Related Tax Benefits Recognized

Stock-based compensation expense and related tax benefits recognized under the vesting period of approximately three years. On2006 Plan for the years ended December 31, was as follows (in thousands):

 202220212020
Stock-settled bonus awards$1,186 $820 $1,265 
Vesting stock awards2,089 2,273 1,593 
Performance share awards1,067 784 — 
Total$4,342 $3,877 $2,858 
Tax benefit recognized from stock-based compensation$1,083 $967 $713 

Stock-Settled Bonus Awards

In March 1, 2017,2022, the employees eligible for the 20162021 awards, 20152020 awards and 20142019 awards received a total of 23,50821,871 shares of common stock. The grant-date fair value of these awards was $40.14$43.30 per share.

The total stock-based compensation expense related to restricted stock awards for the years ended December 31, are as follows (in thousands):
 2017 2016 2015
Employees$2,416
 $1,555
 $1,423
Non-employee Directors642
 544
 617
Total$3,058
 $2,099
 $2,040

Employees are permitted to use a certain number of shares of restricted stock to cover their personal tax liability for restricted stock awards. We paid approximately $500 thousand, $499 thousand and $342 thousand, to cover this liability in the years ended December 31, 2017, 2016 and 2015, respectively. These payments are classified as financing cash flows on the consolidated statements of cash flows. The total compensation cost related to non-vested stock-settled bonus awards not yet recognized was approximately $2.3$0.9 million with a weighted average amortization period of 1.7 years and $1.1 million with a weighted average amortization period of 1.91.4 years as of December 31, 20172022. The total fair value of stock-settled bonus awards that vested in the years ended December 31, 2022, 2021 and 2016,2020 was $0.9 million, $0.9 million and $1.2 million, respectively.



Vesting Stock Awards
Stock-based compensation consisting
Vesting stock award activity for the year ended December 31, 2022 was:
Number of SharesWeighted Average Grant Date Fair Value
Unvested as of December 31, 202161,351$38.80 
Granted46,463 $43.01 
Vested(38,509)$36.37 
Forfeited(5,380)$42.53 
Unvested as of December 31, 202263,925$43.01 

The grant date fair value of restrictedvesting stock awards was included in costs and operating expenses and provision for income taxesis based on the accompanying statementsclosing market price of incomeour common stock on the grant date. The weighted average grant date fair value of the vesting stock awards granted for the years ended December 31, 2017, 20162022, 2021 and 2015 (in thousands):2020 was $43.01, $41.90 and $33.68, respectively. As of December 31, 2022 there was $2.0 million of unrecognized compensation cost related to vesting stock awards, which is expected to be recognized over a weighted-average period of 1.9 years. The total fair value of vesting stock awards that vested in the years ended December 31, 2022, 2021 and 2020 was $1.7 million, $1.7 million and $1.6 million, respectively.


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 2017 2016 2015
Stock-based compensation included in costs and operating expenses$3,068
 $2,109
 $2,081
Income tax benefit recognized for stock-based compensation(1,180) (811) (800)
Stock-based compensation expense, net of income tax benefit$1,888
 $1,298
 $1,281
Performance Share Awards


Performance Share award activity for the year ended December 31, 2022 was:
(10)
Number of SharesWeighted Average Grant Date Fair Value
Unvested as of December 31, 202142,173$42.01 
Granted51,441 $43.30 
Vested(10,542)$42.01 
Forfeited(10,911)$42.36 
Unvested as of December 31, 202272,161$42.88 

The actual number of shares to be issued upon vesting range between 0-100% of the target number of shares granted. The weighted average grant date fair value of the vesting stock awards granted for the year ended December 31, 2022 was $42.01. As of December 31, 2022 there was $1.2 million of unrecognized compensation cost related to vesting stock awards, which is expected to be recognized over a weighted-average period of 1.5 years. The total fair value of vesting stock awards that vested in the year ended December 31, 2022 was $0.5 million.


(11)  Income Taxes


We are subject to U.S. federal income tax as well as income tax in multiple state and local jurisdictions. We have concluded all U.S. federal income tax matters as well as material state and local tax matters for years through 2013.2017.

The Tax Cuts and Jobs Act (the "Tax Act") was signed into law on December 22, 2017. The Tax Act significantly affects the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21%, eliminating certain deductions, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries, and changing how foreign earnings are subject to U.S. tax. The Tax Act also enhanced and extended through 2026 the option to claim accelerated depreciation deductions on qualified property. We have not completed our determination of the accounting implications of the Tax Act on our tax accruals. However, we have reasonably estimated the effects of the Tax Act and recorded provisional amounts in our financial statements as of December 31, 2017. We recorded a provisional tax benefit for the impact of the Tax Act of approximately $10.6 million. This amount is primarily comprised of the re-measurement of our federal net deferred tax liabilities resulting from the permanent reduction in the U.S. corporate tax rate from 35% to 21%. As we complete our analysis of the Tax Act, collect and prepare necessary data, and interpret any additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service, and other standard-setting bodies, we may make adjustments to the provisional amounts. Those adjustments, if any, are not expected to have a material impact on our consolidated financial statements.



We file consolidated federal income tax returns that include all of our U.S. subsidiaries. The components of the provision for income taxes from continuing operations for the years ended December 31, 2017, 20162022, 2021 and 2015 are2020 were as follows (in thousands):
 202220212020
Current:
Federal$8,880 $3,919 $4,086 
State1,411 856 1,262 
Foreign35 1,066 144 
 10,326 5,841 5,492 
Deferred:   
Federal(1,050)(3,318)(78)
State(89)(1,038)163 
Foreign— — 21 
 (1,139)(4,356)106 
Provision for income taxes$9,187 $1,485 $5,598 


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 2017 2016 2015
Current     
Federal$14,149
 $13,648
 $13,641
State2,511
 2,379
 2,352
 16,660
 16,027
 15,993
Deferred 
  
  
Federal(10,645) (983) 73
State110
 (163) 11
Foreign(136) 
 
 (10,671) (1,146) 84
Provision for income taxes$5,989
 $14,881
 $16,077

The differences between the amount of tax computed at the federal statutory rate of 35%21% in 2022, 2021 and 2020, and the provision for income taxes from continuing operations for the years ended December 31, 2017, 20162022, 2021 and 2015 are2020 were as follows (in thousands):
 202220212020
Tax at statutory federal income tax rate$7,822 $1,985 $89 
Increases (decreases) in tax resulting from:   
State taxes, net of federal tax benefit1,523 383 (52)
Permanent differences, net(52)(839)(1,406)
Tax credits(579)(434)(195)
Prior year true-up adjustment189 83 397 
Valuation allowance338 331 6,716 
Other provision adjustments(54)(24)49 
Provision for income taxes$9,187 $1,485 $5,598 
 2017 2016 2015
Tax at statutory federal income tax rate$15,780
 $14,586
 $14,348
Increases (decreases) in tax resulting from: 
  
  
State taxes, net of federal tax benefit1,732
 1,599
 1,683
Permanent differences, net(643) (974) 88
Impact of Tax Act(10,556) 
 
Other, net(324) (330) (42)
Provision for income taxes$5,989
 $14,881
 $16,077



The tax effect of temporary differences representing deferred tax assets and liabilities as of December 31, 20172022 and 2016 are2021 was as follows (in thousands):
 20222021
Deferred compensation and accrued paid leave$4,552 $5,422 
Accrued Expense1,158 — 
Inventory reserve12,984 12,465 
Operating Lease Liabilities9,840 7,805 
Stock-based compensation942 775 
Interest rate swaps— 58 
Capitalized inventory1,128 900 
US operating and capital loss carryforward6,040 6,045 
Tax credit carryforward1,537 1,411 
Foreign country operating loss carryforward749 892 
Other278 — 
39,208 35,773 
Valuation allowance (1)
(8,337)(8,257)
    Total gross deferred tax assets30,871 27,516 
Interest rate swaps(1,652)— 
Depreciation(3,017)(3,895)
Deferred revenues(1,087)(1,358)
Goodwill and intangible assets(26,226)(24,836)
Operating Lease Right-of-Use Assets(8,510)(6,375)
Other— (160)
    Total gross deferred tax liabilities(40,492)(36,624)
Net deferred tax liabilities$(9,621)$(9,108)
(1) A valuation allowance was provided against US capital loss in connection with the stock sale of Prime Turbines, certain state net operating loss, tax credit, and foreign tax loss deferred tax assets arising from carryforwards of unused tax benefits.
 2017 2016
Gross deferred tax assets   
Deferred compensation and accrued paid leave$5,594
 $7,602
Accrued expenses1,013
 1,933
Stock-based compensation772
 803
Reserve for contract disallowances84
 90
Capitalized inventory916
 1,104
State operating loss carryforward263
 283
Tax credit carryforward178
 155
Foreign country operating loss carryforward136
 
Legal settlements
 614
Other
 65
  Total gross deferred tax assets8,956
 12,649
    
Gross deferred tax liabilities   
Interest rate swaps(74) (28)
Depreciation(2,439) (3,522)
Deferred revenues(1,875) (2,291)
Goodwill and intangible assets(23,854) (36,680)
Total gross deferred tax liabilities(28,242) (42,521)
    
Net deferred tax liabilities$(19,286) $(29,872)
(2) Certain amounts from the prior year have been reclassified to conform to thewith current year presentation.

(11)  Commitments and Contingencies

(a)  Leases and Other Commitments


We havefile income tax returns in the U.S. federal jurisdiction and in various non-cancelable operating leasesstate and foreign jurisdictions. With few exceptions, the statute of limitations for facilities, equipment, and software with terms between two and 15 years. The terms of the facilities leases typically providethese jurisdictions is no longer open for certain minimum payments as well as increases in lease payments based upon the operating cost of the facility and the consumer price index. Rent expense is recognized on a straight-line basis for rent agreements having escalating rent terms. Lease expenseaudit or examinations for the years before 2018.

As of December 31, 2022, we have various tax losses and tax credits that may be applied against future taxable income. The majority of such tax attributes will expire in 2026 through 2034; however, some may be carried forward indefinitely.
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(12) Leases

Our operating lease cost included the following components for the year ended December 31, 2017, 2016(in thousands):
202220212020
Operating lease cost$6,804 $5,868 $5,032 
Short-term lease cost204 202 622 
Less: sublease income(294)(152)(666)
Total lease cost, net$6,714 $5,918 $4,988 

Our lease arrangements do not contain any material residual guarantees, variable payment provisions, or restrictive covenants. In 2020, we closed on a sale-leaseback agreement involving land and 2015an office building utilized by our Aviation segment to conduct operations in Miami, Florida. Under the agreement, the land and building, with a net book value of $1.3 million was sold for a sale price of $2.6 million and leased back under a 6-year term operating lease commencing upon the closing of the transaction. The lease provides us with an option to extend the lease upon the expiration of its term in April 2026 for two additional five-year periods. In connection with the sale and leaseback transaction, we recognized a gain of $1.1 million, net of selling expenses.    

The table below summarizes future minimum lease payments under operating leases, recorded on the balance sheet, as of December 31, 2022 (in thousands):
Year ending December 31,
2023$9,217 
20249,424 
20259,192 
20267,785 
20273,666 
Thereafter6,843 
Minimum lease payments46,127 
Less: imputed interest(6,533)
Present value of minimum lease payments39,594 
Less: current portion of lease liabilities(1)
(7,254)
Long-term lease liabilities$32,340 
(1) Current portion of lease liabilities are presented within Accrued expenses and other current liabilities on our consolidated balance sheets. Refer to Note (9) "Accrued Expenses and Other Current Liabilities."
Other supplemental operating lease information for the year ended December 31, was as follows (in thousands):
202220212020
Cash paid for amounts included in the measurement of operating lease liabilities$7,372 $6,309 $3,681 
Right-of-use assets obtained in exchange for new operating lease liabilities$12,295 $11,175 $4,728 
 
Operating
Lease
Expense
 
Sublease
Income
 
Net
Expense
2017$4,924
 $1,134
 $3,790
2016$5,100
 $888
 $4,212
2015$5,824
 $506
 $5,318


Future minimum annual non-cancelable commitmentsThe weighted-average remaining lease term and the weighted-average discount rate was 5.1 years and 5.5% as of December 31, 2017 are as follows (in thousands):
 Operating Leases
 
Lease
Commitments
 
Sublease
Income
 
Net
Commitments
2018$2,753
 $
 $2,753
20191,214
 
 1,214
2020657
 
 657
2021427
 
 427
2022326
 
 326
Thereafter84
 
 84
Total$5,461
 $
 $5,461

We signed a lease in 2009 for a building to serve as our headquarters with a rent commencement date of May 1, 2012. Certain terms in the lease agreement resulted in the capitalization of construction costs due to specific accounting rules. We recorded a construction asset2022, respectively, and corresponding long-term liability of approximately $27.3 million on May 1, 2012, which represents the construction costs incurred by the landlord as of that date. According to accounting rules, we have forms of continuing involvement that required us to account for this transaction as a financing lease upon commencement of the lease period. The building5.1 years and building improvements are included on our consolidated balance sheets and are being depreciated over a 15-year period. The accumulated depreciation of the construction asset was $10.9 million and $9.0 million4.8% as of December 31, 20172021, respectively.


(13)Commitments and 2016, respectively. Payments made under the lease agreement are applied to service the financing obligation and interest expense based on an imputed interest rate amortizing the obligation over the life of the lease agreement. The long-term lease liability of $20.3 million and $21.7 million as of December 31, 2017 and 2016, respectively, is included in long-term lease obligations in our consolidated balance sheets. The current portion of our obligation, which is included in accrued expenses and other current liabilities in our consolidated balance sheets, was $1.4 million and $1.3 million as of December 31, 2017 and 2016, respectively.Contingencies


Future minimum annual non-cancelable commitments under our headquarters lease as of December 31, 2017, which are not included in the table above, are as follows (in thousands):
 
Lease
Commitments
 
Sublease
Income
 
Net
Commitments
2018$4,337
 $892
 $3,445
20194,456
 376
 4,080
20204,579
 
 4,579
20214,705
 
 4,705
20224,827
 
 4,827
Thereafter22,336
 
 22,336
Total$45,240
 $1,268
 $43,972

(b)  Contingencies

In 2012, the estates of five deceased individuals and their relatives filed complaints in a state court 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. Together with our insurance carriers, we settled this matter with all plaintiffs in 2017, resulting in no material adverse effect on our results of operations, financial condition, or cash flows.

In November 2016, a lawsuit, Arrieta et al vs. Prime Turbines LLC et al, was filed in the District Court of Texas in Dallas County, by Edgar Arrieta, and four other plaintiffs against VSE's subsidiaries, Kansas Aviation of Independence, L.L.C. (“Kansas Aviation”) and Prime Turbines LLC (“Prime”) and three other unrelated defendants. The other named defendants are Pratt & Whitney of Canada Corporation, Cessna Aircraft Company and Woodward Inc. The Plaintiffs allege that on April 1, 2016, a plane crashed in Mexico, resulting in the death of three plaintiffs and serious injuries to six other plaintiffs and that VSE's subsidiaries were negligent in providing maintenance, service and inspection of the airplane engine prior to the crash. Plaintiffs are seeking monetary relief over $1.0 million from the defendants. The trial is scheduled for November 2018. VSE together with its insurance carrier, will aggressively defend the proceedings. While the results of legal proceedings cannot be predicted with certainty and the amount of loss, if any, cannot be reasonably estimated, we believe that the likelihood that this lawsuit will have a material adverse effect on our results of operation, financial condition, or cash flows is remote.

In addition to the above-referenced legal proceedings, weWe may have certain claims in the normal course of business, including legal proceedings, against us and against other parties. In our opinion, the resolution of these other claims will not have a material adverse effect on our results of operations, financial position or cash flows. However, because the results of any legal proceedings cannot be predicted with certainty, the amount of loss, if any, cannot be reasonably estimated.

-54-

Further, from time-to-time, government agencies audit or investigate whether our operations are being conducted in accordance with applicable contractual and regulatory requirements. Government audits or investigations of us, whether relating to government contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed upon us, or could lead to suspension or debarment from future government contracting. Government investigations often take years to complete and many result in no adverse action against us. We believe, based upon current information, that the outcome of any such government disputes, audits and investigations will not have a material adverse effect on our results of operations, financial position,condition or cash flows.



(12)
(14)  Business Segments and Customer Information


Segment Information


Beginning in 2017, we changed our structure and as a result our former IT, Energy and Management Consulting Group is now combined with our Federal Services Group. Consequently, our segment financial information for 2016 and 2015 has been restated to reflect such change. Management of our business operations is conducted under three reportable operating segments:


Supply Chain Management GroupAviation
Our Supply Chain Management Group supplies vehicleAviation segment provides aftermarket repair and distribution services to commercial, business and general aviation, cargo, military and defense, and rotorcraft customers globally. Core services include parts primarily through a Managed Inventory Program ("MIP")distribution, engine accessory maintenance, MRO services, rotable exchange and direct salessupply chain services.

Fleet
Our Fleet segment provides parts, inventory management, e-commerce fulfillment, logistics, supply chain support and other services to support the commercial aftermarket medium- and heavy-duty truck market, the United States Postal Service ("USPS"), and to other customers.

Aviation Group – Our Aviation Group provides MROthe DoD. Core services include vehicle parts supply and distribution, andsourcing, IT solutions, customized fleet logistics, warehousing, kitting, just-in-time supply chain solutions for general aviation jet aircraft enginesmanagement, alternative product sourcing, and engine accessories.engineering and technical support.


Federal Services Groupand Defense
Our Federal Services Groupand Defense segment provides engineering, industrial,aftermarket MRO and logistics foreign military sales, legacy equipmentand sustainment services to improve operational readiness and extend the life cycle of military vehicles, ships and aircraft for the DoD, federal agencies and international defense customers. Core services include base operations support; procurement; supply chain management; vehicle, maritime and aircraft sustainment services; IT services and technical and consulting services primarily to the United States Department of Defense ("DoD") and other government agencies.energy consulting.

TheseThe operating segments operate underreported below are our segments for which separate management teams and financial information is producedavailable and for each segment.which segment results are evaluated regularly by our Chief Executive Officer in deciding how to allocate resources and in assessing performance. We evaluate segment performance based on consolidated revenues and operating income. Net sales of our business segments exclude intersegmentinter-segment sales as these activities are eliminated in consolidation.


Our segment information is as follows (in thousands):
For the years ended December 31,     
 2017 2016 2015
Revenues     
Supply Chain Management Group$214,542
 $205,475
 $196,772
Aviation Group134,809
 133,466
 119,729
Federal Services Group410,762
 352,849
 217,481
Total revenues$760,113
 $691,790
 $533,982
      
Operating income: 
  
  
Supply Chain Management Group$33,754
 $34,632
 $35,453
Aviation Group9,695
 12,823
 10,635
Federal Services Group13,419
 7,796
 6,802
Corporate expenses(2,543) (3,722) (2,351)
Operating income$54,325
 $51,529
 $50,539
      
Depreciation and amortization expense: 
  
  
Supply Chain Management Group$6,536
 $6,445
 $7,074
Aviation Group4,835
 5,461
 5,865
Federal Services Group14,511
 14,140
 12,602
Total depreciation and amortization$25,882
 $26,046
 $25,541
      
Capital expenditures: 
  
  
Supply Chain Management Group$1,376
 $4,195
 $7,544
Aviation Group1,387
 1,459
 959
Federal Services Group177
 94
 94
Corporate373
 1,624
 1,965
Total capital expenditures$3,313
 $7,372
 $10,562

 December 31,
 2017 2016
Total assets:   
Supply Chain Management Group$176,860
 $185,004
Aviation Group282,738
 291,500
Federal Services Group102,372
 107,549
Corporate67,043
 77,786
Total assets$629,013
 $661,839

Revenues are net of inter-segment eliminations. Corporate expenses are primarily selling, general and administrative expenses not allocated to segments. Included in our Corporate expenses for 2016 is a charge of approximately $3.3 million for the settlement of the Heritage Litigation offset by a gain of approximately $1.4 million resulting primarily from the Maritime Administration contract close-outs. Corporate assets are primarily cash, property and equipment and investments held in separate trust.



-55-

Our segment information is as follows (in thousands):
For the years ended December 31,
 202220212020
Revenues
Aviation$408,112 $247,852 $165,070 
Fleet261,336 233,532 242,170 
Federal and Defense280,314 269,469 254,419 
Total revenues$949,762 $750,853 $661,659 
Operating income (loss):   
Aviation$36,416 $(14,373)$(35,513)
Fleet23,911 20,426 26,659 
Federal and Defense(805)19,897 26,309 
Corporate expenses(4,391)(4,430)(3,532)
Operating income$55,131 $21,520 $13,923 
Depreciation and amortization expense:   
Aviation$13,174 $11,374 $10,874 
Fleet8,783 9,679 10,260 
Federal and Defense3,613 4,547 3,001 
Total depreciation and amortization$25,570 $25,600 $24,135 
Capital expenditures:   
Aviation$5,961 $7,468 $3,445 
Fleet5,502 1,669 675 
Federal and Defense26 124 148 
Corporate1,162 1,259 159 
Total capital expenditures$12,651 $10,520 $4,427 

 December 31,
 20222021
Total assets:
Aviation$637,615 $580,156 
Fleet218,138 182,089 
Federal and Defense93,728 92,571 
Corporate50,308 63,742 
Total assets$999,789 $918,558 

Customer Information


Our revenues are derived from contract services performed for DoD agencies or federal civilian agencies and from the delivery of products to our clients.and services performed for commercial customers and the U.S. government, including the DoD and various other government agencies. The USPS U.S. Armyrevenues, reported within our Fleet segment, comprised approximately 16%, 20%, and Army Reserve,27% of our consolidated revenues in 2022, 2021 and 2020, respectively. U.S. Navy arerevenues, reported within our largest customers.Federal and Defense segment, comprised approximately 15%, 13%, and 16% of our consolidated revenues in 2022, 2021 and 2020, respectively. Our customers also include various other commercial entities and government agencies and commercial entities. Ouragencies. See Note (3) "Revenue Recognition" for revenue by customer is as follows for the years ended December 31, (in thousands):
  
Revenues by Customer
Years ended December 31,
Customer 2017 % 2016 % 2015 %
U.S. Postal Service $180,205
 23.7 $181,215
 26.2 $184,876
 34.6
             
U.S. Navy 206,644
 27.2 190,155
 27.5 98,887
 18.5
U.S. Army 188,462
 24.8 139,764
 20.2 80,086
 15.0
U.S. Air Force 7,123
 0.9 3,482
 0.5 3,558
 0.7
Total - DoD 402,229
 52.9 333,401
 48.2 182,531
 34.2
             
Commercial Aviation 126,960
 16.7 131,067
 19.0 119,729
 22.4
Other Commercial 12,498
 1.7 10,721
 1.5 4,653
 0.9
Total - Commercial 139,458
 18.4 141,788
 20.5 124,382
 23.3
             
Other Government 38,221
 5.0 35,386
 5.1 42,193
 7.9
             
Total $760,113
 100.0 $691,790
 100.0 $533,982
 100.0

customer.
We do not measure revenue or profit by product or service lines, either for internal management or external financial reporting purposes, because it would be impractical to do so. Products offered and services performed are determined by contract requirements and the types of products and services provided for one contract bear no relation to similar products and services provided on another contract. Products and services provided vary when new contracts begin or current contracts expire. In many cases, more than one product or service is provided under a contract or contract task order. Accordingly, cost and revenue tracking isare designed to best serve contract requirements and segregating costs and revenues by product or service lines in situations for which it is not required would be difficult and costly to both us and our customers.


-56-

Geographical Information


Revenue by geography is based on the billing address of the customer. Our revenue by geographic area is as follows (in thousands):
 Years ended December 31,
 202220212020
United States$837,929 $668,892 $598,142 
Other Countries(1)
111,833 81,961 63,517 
Total revenue$949,762 $750,853 $661,659 
  Years ended December 31,
  2017 2016 2015
United States $708,474
 $638,726
 $481,466
Other Countries (1)
 51,639
 53,064
 52,516
Total revenue $760,113
 $691,790
 $533,982
(1) No individual country, other than disclosed above, exceeded 10% of our total revenue for any period presented.



(13)
(15)  Capital Stock


Common Stock


Our common stock has a par value of $0.05 per share. Proceeds from common stock issuances that are greater than $0.05 per share are credited to additional paid in capital. Holders of common stock are entitled to one vote per common share held on all matters voted on by our stockholders. Stockholders of record are entitled to the amount of dividends declared per common share held.


In 2021, we completed the issuance and sale of 1,428,600 shares of the Company's common stock, in a public offering at a price of $35.00 per share. The underwriters exercised their option to purchase an additional 170,497 shares. The transaction closed on February 2, 2021. We received net proceeds of approximately $52 million after deducting underwriting discounts, commissions and offering related expenses.
(14)

(16)  401(k) Plan


We maintain a defined contribution plan under Section 401(k) of the Internal Revenue Code of 1986, as amended, that covers substantially all of our employees. Under the provisions of our 401(k) plan, employees' eligible contributions are matched at rates specified in the plan documents. Our expense associated with this plan was approximately $6.2$7.1 million, $6.3$6.6 million and $4.8$5.9 million for the years ended December 31, 2017, 2016,2022, 2021, and 2015,2020, respectively.



(15)
(17)  Fair Value Measurements


We utilize fair value measurement guidance prescribed by GAAP to value our financial instruments. The accounting standard for fair value measurements defines fair value, and establishes a market-based framework or hierarchy for measuring fair value. The standard is applicable whenever assets and liabilities are measured at fair value.

The fairthree-tier value hierarchy, established in the standardwhich prioritizes the inputs used in valuation techniques into three levelsmeasuring fair value as follows:

Level 1 – Observable observable inputs such as quoted prices in active markets for identical assets and liabilities;

Level 2 – Observable(Level 1); inputs other than the quoted prices in active markets for identicalthat are observable either directly or indirectly (Level 2); and unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions (Level 3).

The carrying amounts of cash and cash equivalents, receivables, accounts payable and amounts included in other current assets and accrued expenses and other current liabilities – includes quoted pricesthat meet the definition of a financial instrument approximate fair value due to their relatively short maturity. The carrying value of our outstanding debt obligations approximates its fair value. The fair value of long-term debt is calculated using Level 2 inputs based on interest rates available for debt with terms and maturities similar instruments, quoted prices for identical or similar instrumentsto our existing debt arrangements.

Non-financial assets acquired and liabilities assumed in inactive markets,business combinations were measured at fair value using income, market and amounts derived fromcost valuation models where allmethodologies. See Note (2), "Acquisitions and Divestitures." The fair value measurements were estimated using significant inputs that are not observable in active markets;the market and

thus represent a Level 3 – Unobservable inputs – includes amounts derived from valuation models where one or more significant inputs are unobservable and require us to develop relevant assumptions.measurement.





-57-


The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of December 31, 20172022 and December 31, 20162021 and the level they fall within the fair value hierarchy (in thousands):
Amounts Recorded at Fair ValueFinancial Statement ClassificationFair Value HierarchyFair Value December 31, 2022Fair Value December 31, 2021
Non-COLI assets held in Deferred Supplemental Compensation Plan(1)
Other assetsLevel 1$539 $598 
Interest rate swapsOther assetsLevel 2$6,620 $— 
Interest rate swapsAccrued expenses and other current liabilitiesLevel 2$— $234 
Earn-out obligation - short-termAccrued expenses and other current liabilitiesLevel 3$— $1,000 
Earn-out obligation - long-termOther long-term liabilitiesLevel 3$— $250 
(1) Non-COLI assets held in our deferred supplemental compensation plan consist of equity funds with fair value based on observable inputs such as quoted prices for identical assets in active markets and changes in fair value are recorded as selling, general and administrative expenses.
Amounts Recorded at Fair Value Financial Statement Classification Fair Value Hierarchy Fair Value December 31, 2017 Fair Value December 31, 2016
Non-COLI assets held in Deferred Supplemental Compensation Plan Other assets 1 $389
 $299
Interest rate swaps Other current assets 2 $294
 $73


Contingent Consideration
Non-COLI assets held
In connection with the acquisition of Global Parts in July 2021, we were required to make earn-out obligation payments of up to $2.0 million should Global Parts meet certain financial targets during the deferred supplemental compensation plan consisttwelve months following the acquisition and meet a certain milestone event on or before March 2023. Final settlement of equity funds withthe obligation was made during the third quarter of fiscal 2022.

Changes in earn-out obligation measured at fair value based on observablea recurring basis using significant unobservable inputs such as quoted prices(Level 3) for identical assets in active markets and changes in its fair value are recorded as selling, general and administrative expenses.

We account for our interest rate swap agreements under the provisions of ASC 815, Derivatives and Hedging, and have determined that our swap agreements qualify as cash flow hedges. Accordingly, the fair value of the swap agreements, which is an asset recorded in other current assets of approximately $294 thousand and approximately $73 thousand atyears ended December 31, 20172022 and 2016, respectively.2021 are as follows (in thousands):
 Current portionLong-term portionTotal
Balance as of December 31, 2020$— $— $— 
Acquisition date fair value of contingent consideration1,750 250 2,000 
Earn-out payments(750)— (750)
Balance as of December 31, 20211,000 250 1,250 
Reclassifications from long-term to current250 (250)— 
Earn-out payments(1,250)— (1,250)
Balance as of December 31, 2022$— $— $— 


(18) Subsequent Events

Acquisition of Precision Fuel Components, LLC
On February 1, 2023, our Aviation segment acquired Precision Fuel Components, LLC ("Precision Fuel"), a privately owned company with operations out of Everett, Washington. Precision Fuel is a market-leading provider of MRO services for engine accessory and fuel systems supporting the B&GA market. The offset, netacquisition will expand the Aviation segment's repair capabilities across a diverse base of an income tax effect ofglobal rotorcraft, fixed wing, and B&GA customers and complement our existing service capabilities. The aggregate initial cash purchase price for Precision Fuel was approximately $113 thousand$11.8 million, subject to certain post-closing and $28 thousand is included in accumulated other comprehensive income in the accompanying balance sheets as of December 31, 2017 and 2016, respectively. The amounts paid and received on the swap agreements are recorded in interest expense in the period during which the related floating-rate interest is incurred. We determine the fair value of the swap agreements based on a valuation model using market data inputs.working capital adjustments.








(16)  Selected Quarterly Data (Unaudited)

The following table shows selected quarterly data for 2017 and 2016, in thousands, except earnings per share.
 2017 Quarters
 1st 2nd 3rd 4th
        
Revenues$197,294
 $193,860
 $174,164
 $194,795
Costs and operating expenses$183,098
 $178,855
 $161,927
 $181,908
Operating income$14,196
 $15,005
 $12,237
 $12,887
Net income$7,293
 $7,807
 $6,639
 $17,357
        
Basic earnings per share: 
  
  
  
Net income$0.67
 $0.72
 $0.61
 $1.60
Basic weighted average shares outstanding10,823
 10,838
 10,838
 10,838
        
Diluted earnings per share: 
  
  
  
Net income$0.67
 $0.72
 $0.61
 $1.59
Diluted weighted average shares outstanding10,849
 10,862
 10,857
 10,903

 2016 Quarters
 1st 2nd 3rd 4th
        
Revenues$143,636
 $160,473
 $172,780
 $214,901
Costs and operating expenses$130,895
 $148,594
 $159,157
 $201,615
Operating income$12,741
 $11,879
 $13,623
 $13,286
Net income$6,552
 $5,969
 $7,088
 $7,184
        
Basic earnings per share:       
Net income$0.61
 $0.55
 $0.66
 $0.67
Basic weighted average shares outstanding10,778
 10,799
 10,799
 10,799
        
Diluted earnings per share: 
  
  
  
Net income$0.61
 $0.55
 $0.65
 $0.66
Diluted weighted average shares outstanding10,806
 10,826
 10,826
 10,853

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


None.



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ITEM 9A. Controls and Procedures


Evaluation of Disclosure Controls and Procedures


Our management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date,December 31, 2022, our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange CommissionSEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.



Management's Report on Internal Control Over Financial Reporting


Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision andOur management, with the participation of our management, including ourthe Chief Executive Officer and Chief Financial Officer, we conducted an assessment ofhas evaluated the effectiveness of our internal control over financial reporting as of December 31, 20172022 based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on ourits assessment, under the framework in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2017. Ernst & Young2022. Grant Thornton LLP, ouran independent registered public accounting firm, has issued an opinionaudited our consolidated financial statements included in this report and our internal control over financial reporting, and the firm's report on our internal control over financial reporting. This opinion appears in the Report of Independent Registered Public Accounting Firmreporting are set forth below.


Change in Internal Controls


During the fourth quarter of fiscal year 2017,2022, there were no changes in our internal control over financial reporting, (asas defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), that have materially affected these controls or are reasonably likely to materially affect these controls subsequent to the evaluation of these controls.



-59-

Report of Independent Registered Public Accounting Firm




The Board of Directors and Stockholders of
VSE Corporation


Opinion on Internal Controlinternal control over Financial Reportingfinancial reporting

We have audited VSE Corporation and Subsidiaries’the internal control over financial reporting of VSE Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2017,2022, based on criteria established in the 2013 Internal Control-IntegratedControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria)(“COSO”). In our opinion, VSE Corporation and Subsidiaries (the Company)the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2022, based on criteria established in the COSO criteria.2013 Internal Control—Integrated Framework issued by COSO.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB)(“PCAOB”), the consolidated balance sheetsfinancial statements of the Company as of December 31, 2017 and 2016,for the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the periodyear ended December 31, 2017, and the related notes2022, and our report dated March 7, 20189, 2023 expressed an unqualified opinion thereon.on those financial statements.


Basis for Opinion

opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


Definition and Limitationslimitations of Internal Controlinternal control over Financial Reporting

financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ Ernst & YoungGRANT THORNTON LLP
Tysons,Arlington, Virginia
March 7, 20189, 2023

-60-

ITEM 9B.Other Information


None.



ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.


PART III


Except as otherwise indicated below, the information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K has been omitted in reliance of General Instruction G(3) to Form 10-K and is incorporated herein by reference to our definitive proxy statement to be filed with the SEC not later than 120 days after December 31, 20172022 in respect of the Annual Meeting of VSE's stockholders scheduled to be held on April 30, 2018May 3, 2023 (the "Proxy Statement").


ITEM 10. Directors, Executive Officers and Corporate Governance


SeeInformation called on by Item 4 under the caption "Executive Officers of Registrant," and the remaining10 will be set forth in our Proxy Statement, which information required by this Item is incorporated herein by reference to the Proxy Statement.reference.


ITEM 11. Executive Compensation


TheInformation called on by Item 11 will be set forth in our Proxy Statement, which information required by this Item is incorporated herein by reference to the Proxy Statement.reference.



ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


Except for the "Equity Compensation Plan Information" disclosed in Item 5(e)5 above, the information requiredcalled on by this Item 12 will be set forth in our Proxy Statement, which information is incorporated herein by reference to the Proxy Statement.reference.



ITEM 13. Certain Relationships and Related Transactions, and Director Independence


TheInformation called on by Item 13 will be set forth in our Proxy Statement, which information required by this Item is incorporated herein by reference to the Proxy Statement.reference.



ITEM 14. Principal Accountant Fees and Services


TheInformation called on by Item 14 will be set forth in our Proxy Statement, which information required by this Item is incorporated herein by reference to the Proxy Statement.reference.



-61-

PART IV


ITEM 15. Exhibits and Financial Statement Schedules


1.Financial Statements


The consolidated financial statements are listed under Item 8 of this Form 10-K.


2.Supplemental Financial Statement Schedules


The following financial statement schedule is included herein:


All other schedules have been omitted because they are not applicable, not required, or the information has been otherwise supplied in the financial statements or notes to the financial statements.


3.Exhibits


See "Exhibit Index" hereinafter contained and incorporated by reference.




ITEM 16. Form 10-K Summary

None.
-62-


VSE Corporation and Subsidiaries
Schedule II - Valuation and Qualifying Accounts


��Balance at Beginning of YearAdditions Charged to Statement of Income AccountsDeductionsBalance at End of Year
(in thousands)
Allowance for credit losses on accounts receivable
Year ended December 31, 20221,677 2,177 1,742 2,112 
Year ended December 31, 20211,493 572 388 1,677 
Year ended December 31, 2020396 1,767 (1)670 1,493 
Valuation allowance for deferred tax assets
Year ended December 31, 20228,257 78 — 8,335 
Year ended December 31, 20217,926 331 — 8,257 
Year ended December 31, 20201,165 6,761 (2)— 7,926 
(1) Increase in 2020 primarily due to allowances booked as a result of the financial impact from the COVID-19 pandemic.
(2) Increase in 2020 primarily due to full valuation allowance established against capital loss DTA in connection with the Prime Turbines stock sale and full valuation allowance against foreign tax loss DTA.


-63-


EXHIBIT INDEX
Reference No.
Per Item 601 of
Regulation S-K
Description of ExhibitExhibit No.
In this Form 10-K
3.1*
3.2*
3.3Exhibit No. 3.1
3.4Exhibit No. 3.2
4.1Specimen Stock Certificate as of May 19, 1983 (Exhibit 4 to Registration Statement No. 2-83255 dated April 22, 1983 on Form S-2)
*    + P
4.2*    +
10.1*    +
10.2*    +
10.3

*    +
10.4*    +
10.5*    +
10.6*    +
10.7Exhibit 10.2 +
10.8
*    +
10.9*   
10.10  *   
-64-

10.11*
10.12*
10.13*
10.14*
10.15*    +
10.16Exhibit 10.1
10.17*    +
21.1Exhibit 21
23.1Exhibit 23.1
31.1Exhibit 31.1
31.2Exhibit 31.2
32.1Exhibit 32.1
32.2Exhibit 32.2
99.1*
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104The cover page from VSE Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 has been formatted in Inline XBRL.

* Document has been filed as indicated and is incorporated by reference herein.
+ Indicates management contract or compensatory plan or arrangement.
P Indicates exhibit was submitted to the Securities and Exchange Commission as a paper filing prior to the time that electronic filing on EDGAR became mandatory.


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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


VSE CORPORATION
Date:March 9, 2023By:VSE CORPORATION/s/ John A. Cuomo
John A. Cuomo
Date:March 7, 2018By:/s/ M. A. Gauthier
M. A. Gauthier
Chief Executive Officer
President and Chief Operating
OfficerPresident


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of Registrant and in the capacities and on the dates indicated.
NameTitleDate
/s/ John A. CuomoDirector, Chief ExecutiveMarch 9, 2023
John A. CuomoOfficer and President
(Principal Executive Officer)
/s/ Stephen D. GriffinSenior Vice PresidentMarch 9, 2023
Stephen D. Griffinand Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ Ralph E. EberhartChairman/DirectorMarch 9, 2023
Ralph E. Eberhart
/s/ Calvin S. KoonceDirectorMarch 9, 2023
Calvin S. Koonce
/s/ James F. LafondDirectorMarch 9, 2023
James F. Lafond
/s/ Bonnie K. WachtelDirectorMarch 9, 2023
Bonnie K. Wachtel
/s/ John E. PotterDirectorMarch 9, 2023
John E. Potter
/s/ Mark E. Ferguson IIIDirectorMarch 9, 2023
Mark E. Ferguson III
/s/ Edward P. DolanskiDirectorMarch 9, 2023
Edward P. Dolanski
/s/ Anita D. BrittDirectorMarch 9, 2023
Anita D. Britt
Name/s/ Lloyd E. JohnsonTitleDirectorDateMarch 9, 2023
/s/ Maurice A. GauthierDirector, Chief ExecutiveMarch 7, 2018
Maurice A. GauthierOfficer, President and
Chief Operating Officer
/s/ Thomas R. LoftusExecutive Vice PresidentMarch 7, 2018
Thomas R. Loftusand Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Clifford M. KendallChairman/DirectorMarch 7, 2018
Clifford M. Kendall
/s/ Calvin S. KoonceDirectorMarch 7, 2018
Calvin S. Koonce
/s/ James F. LafondDirectorMarch 7, 2018
James F. Lafond
/s/ Bonnie K. WachtelDirectorMarch 7, 2018
Bonnie K. Wachtel
/s/ RalphLloyd E. EberhartDirectorMarch 7, 2018
Ralph E. Eberhart
/s/ Jack C. StultzDirectorMarch 7, 2018
Jack C. Stultz
/s/ John E. PotterDirectorMarch 7, 2018
John E. Potter
/s/ Mark E. Ferguson IIIDirectorMarch 7, 2018
Mark E. Ferguson III

Johnson
EXHIBIT INDEX
Reference No.
Per Item 601 of
Regulation S-K
Description of Exhibit
Exhibit No.
In this Form 10-K
3.1
Certificate of incorporation and by-laws
  Restated Certificate of Incorporation of VSE
  Corporation dated as of February 6, 1996 (Exhibit
  3.2 to Form 10-K405 dated March 25, 1996)
*
3.2
By-Laws of VSE Corporation as amended through
  December 17, 2008 (Exhibit 3.1 to Form 8-K dated
  December 17, 2008)
*
4.1
Instruments defining the rights of security holders,
  including indentures
  Specimen Stock Certificate as of May 19, 1983
  (Exhibit 4 to Registration Statement No. 2-83255
  dated April 22, 1983 on Form S-2)
*    +
10.1Material contracts
10.2
Employment Agreement dated as of July 1, 2004,
  by and between VSE Corporation and Thomas R.
  Loftus (Exhibit 10.1 to Form 10-Q dated July 30,
  2004)
*    +
10.3
Amended and Restated Employment Agreement
 dated as of December 6, 2013 by and between VSE
 Corporation and Maurice A. Gauthier (Exhibit 10.3
 to Form 10-Q dated April 29, 2016); and Amendment
 Agreement dated as of December 14, 2016 by and
 between VSE Corporation and Maurice A. Gauthier
 (Exhibit 10.1 to Form 8-K dated December  9, 2016)
*    +
10.4
Severance and Mutual Protection Agreement
  dated as of November 7, 2008, by and between
  VSE Corporation and Thomas M. Kiernan
  (Exhibit 10.3 to Form 10-K dated March 3,
  2009)
*    +
10.5
Fourth Amended and Restated Business Loan and
  Security Agreement dated January 28, 2015 among
  VSE Corporation and its wholly owned
  subsidiaries, Citizens Bank of Pennsylvania and
  a syndicate of eight other banks (Exhibit 10.1 to
  Form 8-K dated January 8, 2018)
*   
10.6
Lease Agreement by and between Metropark 7 LLC and
  VSE Corporation (Exhibit 10.2 to Form 8-K
  dated November 4, 2009)
*   
10.7
VSE Corporation Deferred Supplemental Compensation
  Plan effective January 1, 1994 as amended by the
  Board through March 9, 2004 (Exhibit 10.2 to
  Form 10-Q dated April 28, 2004)
*    +
10.8VSE Corporation 2004 Non-Employee Directors Stock
  Plan (Appendix B to Registrant's definitive
  proxy statement for the Annual Meeting of
  Stockholders held on May 6, 2014)
*    +
21.1Exhibit 21
23.1Exhibit 23.1
31.1Exhibit 31.1
31.2Exhibit 31.2
32.1Exhibit 32.1
32.2Exhibit 32.2


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99.1Audit Committee Charter (as adopted by the Board
  Of Directors of VSE Corporation on March 9,
  2004)(Appendix A to Registrant's definitive
  proxy statement for the Annual Meeting of
  Stockholders held on May 3, 2004)
*
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document


*Document has been filed as indicated and is incorporated by reference herein.
+Indicates management contract or compensatory plan or arrangement.

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