vsec-20210630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 30, 2021


☐			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: 000-03676

VSE CORPORATION

(Exact Name of Registrant as Specified in its Charter)


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

6348 Walker Lane

Alexandria,

Virginia

22310

(Address of Principal Executive Offices)

(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.05 per share

VSEC

The NASDAQ Global Select Market

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Number of shares of Common Stock outstanding as of July 22, 2021: 12,704,165


	TABLE OF CONTENTS


		Page
PART I

ITEM 1.	Financial Statements

	Unaudited Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020	4

	Unaudited Consolidated Statements of Loss for the three and six months ended June 30, 2021 and 2020	5

	Unaudited Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2021 and 2020	6

	Unaudited Consolidated Statements of Stockholders' Equity for the three and six months ended June 30, 2021 and 2020	7

	Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020	9

	Notes to Unaudited Consolidated Financial Statements	10

ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risks	38

ITEM 4.	Controls and Procedures	38

PART II

ITEM 1.	Legal Proceedings	38

ITEM 1A.	Risk Factors	38

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

ITEM 6.	Exhibits	39

Signatures		40

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Forward Looking Statements

This quarterly report on Form 10-Q (“Form 10-Q”) contains statements that, to the extent they are not recitations of historical fact, constitute "forward looking statements" 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 covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of such safe harbor provisions.

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

Readers are cautioned not to place undue reliance on these forward looking-statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that occur or arise after the date hereof.

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PART I. Financial Information

Item 1. Financial Statements

VSE Corporation and Subsidiaries

Unaudited Consolidated Balance Sheets

(in thousands except share and per share amounts)


	June 30,		December 31,
	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	337	$	378
Receivables, net	78,322		55,471
Unbilled receivables, net	30,718		22,358
Inventories, net	274,598		253,422
Other current assets	32,255		23,328
Total current assets	416,230		354,957

Property and equipment, net	40,086		36,363
Intangible assets, net	102,005		103,595
Goodwill	238,126		238,126
Operating lease - right-of-use assets	24,149		20,515
Other assets	29,624		26,525
Total assets	$	850,220	$	780,081

Liabilities and Stockholders' equity
Current liabilities:
Current portion of long-term debt	$	13,816	$	20,379
Accounts payable	63,804		72,682

Accrued expenses and other current liabilities	53,983		45,172
Dividends payable	1,143		995
Total current liabilities	132,746		139,228

Long-term debt, less current portion	261,391		230,714
Deferred compensation	18,267		16,027

Long-term operating lease obligations	25,044		22,815

Deferred tax liabilities	11,245		14,897
Other long-term liabilities	33		83
Total liabilities	448,726		423,764

Commitments and contingencies (Note 6)

Stockholders' equity:
Common stock, par value $0.05 per share, authorized 15,000,000 shares; issued and outstanding 12,704,165 and 11,055,037, respectively	635		553
Additional paid-in capital	85,844		31,870
Retained earnings	315,555		325,097
Accumulated other comprehensive loss	(540)		(1,203)
Total stockholders' equity	401,494		356,317
Total liabilities and stockholders' equity	$	850,220	$	780,081

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

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VSE Corporation and Subsidiaries

Unaudited Consolidated Statements of Loss

(in thousands except share and per share amounts)


	For the three months ended June 30,				For the six months ended June 30,
	2021		2020		2021		2020
Revenues:
Products	$	84,463	$	85,747	$	163,043	$	162,089
Services	90,649		82,968		177,050		184,044
Total revenues	175,112		168,715		340,093		346,133

Costs and operating expenses:
Products	101,325		76,522		172,037		142,049
Services	80,848		73,932		161,188		164,690
Selling, general and administrative expenses	1,050		1,295		1,088		1,543
Amortization of intangible assets	4,603		4,464		8,891		9,187
Total costs and operating expenses	187,826		156,213		343,204		317,469

	(12,714)		12,502		(3,111)		28,664

Loss on sale of a business entity and certain assets	—		(678)		—		(8,214)
Gain on sale of property	—		—		—		1,108
Goodwill and intangible asset impairment	—		(33,734)		—		(33,734)

Operating loss	(12,714)		(21,910)		(3,111)		(12,176)

Interest expense, net	2,666		3,072		5,696		6,558

Loss before income taxes	(15,380)		(24,982)		(8,807)		(18,734)

Provision for income taxes	(3,014)		(2,358)		(1,552)		558

Net loss	$	(12,366)	$	(22,624)	$	(7,255)	$	(19,292)

Basic loss per share	$	(0.97)	$	(2.05)	$	(0.59)	$	(1.75)

Basic weighted average shares outstanding	12,702,366		11,041,235		12,391,166		11,020,720

Diluted loss per share	$	(0.97)	$	(2.05)	$	(0.59)	$	(1.75)

Diluted weighted average shares outstanding	12,702,366		11,041,235		12,391,166		11,020,720

Dividends declared per share	$	0.09	$	0.09	$	0.18	$	0.18

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

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VSE Corporation and Subsidiaries

Unaudited Consolidated Statements of Comprehensive Loss

(in thousands)


	For the three months ended June 30,				For the six months ended June 30,
	2021		2020		2021		2020
Net loss	$	(12,366)	$	(22,624)	$	(7,255)	$	(19,292)

Change in fair value of interest rate swap agreements, net of tax	152		(79)		663		(952)

Other comprehensive income (loss), net of tax	152		(79)		663		(952)

Comprehensive loss	$	(12,214)	$	(22,703)	$	(6,592)	$	(20,244)

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

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VSE Corporation and Subsidiaries

Unaudited Consolidated Statements of Stockholders' Equity

(in thousands except per share data)


	Three months ended June 30, 2021
				Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Common Stock
	Shares	Amount
Balance at March 31, 2021	12,691	$	635	$	85,296	$	329,064	$	(692)	$	414,303

Net loss	—	—		—		(12,366)		—		(12,366)
Stock-based compensation	13	—		548		—		—		548
Other comprehensive income, net of tax	—	—		—		—		152		152
Dividends declared ($0.09 per share)	—	—		—		(1,143)		—		(1,143)
Balance at June 30, 2021	12,704	$	635	$	85,844	$	315,555	$	(540)	$	401,494


	Three months ended June 30, 2020
				Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Common Stock
	Shares	Amount
Balance at March 31, 2020	11,029	$	551	$	31,244	$	336,584	$	(1,978)	$	366,401
Net loss	—	—		—		(22,624)		—		(22,624)
Stock-based compensation	14	1		250		—		—		251
Other comprehensive loss, net of tax	—	—		—		—		(79)		(79)
Dividends declared ($0.09 per share)	—	—		—		(995)		—		(995)
Balance at June 30, 2020	11,043	$	552	$	31,494	$	312,965	$	(2,057)	$	342,954

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

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VSE Corporation and Subsidiaries

Unaudited Consolidated Statements of Stockholders' Equity (continued)

(in thousands except per share data)


	Six months ended June 30, 2021
				Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Common Stock
	Shares	Amount
Balance at December 31, 2020	11,055	$	553	$	31,870	$	325,097	$	(1,203)	$	356,317
Issuance of common stock	1,599	80		51,937		—		—		52,017

Net loss	—	—		—		(7,255)		—		(7,255)
Stock-based compensation	50	2		2,037		—		—		2,039
Other comprehensive income, net of tax	—	—		—		—		663		663
Dividends declared ($0.18 per share)	—	—		—		(2,287)		—		(2,287)
Balance at June 30, 2021	12,704	$	635	$	85,844	$	315,555	$	(540)	$	401,494


	Six months ended June 30, 2020
				Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Common Stock
	Shares	Amount
Balance at December 31, 2019	10,970	$	549	$	29,411	$	334,246	$	(1,105)	$	363,101
Net loss	—	—		—		(19,292)		—		(19,292)
Stock-based compensation	73	3		2,083		—		—		2,086
Other comprehensive loss, net of tax	—	—		—		—		(952)		(952)
Dividends declared ($0.18 per share)	—	—		—		(1,989)		—		(1,989)
Balance at June 30, 2020	11,043	$	552	$	31,494	$	312,965	$	(2,057)	$	342,954

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

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VSE Corporation and Subsidiaries

Unaudited Consolidated Statements of Cash Flows

(in thousands)


	For the six months ended June 30,
	2021		2020
Cash flows from operating activities:
Net loss	$	(7,255)	$	(19,292)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	12,267		12,403
Deferred taxes	(3,872)		(2,980)
Stock-based compensation	2,256		1,313
Inventory valuation adjustment	24,420		—
Loss on sale of a business entity and certain assets	—		8,214
Gain on sale of property and equipment	—		(1,000)
Goodwill and intangible asset impairment	—		33,734

Earn-out obligation fair value adjustment	—		(1,399)
Changes in operating assets and liabilities, net of impact of acquisitions:
Receivables	(17,558)		4,588
Unbilled receivables	(4,378)		193
Inventories	(45,157)		(19,884)
Other current assets and noncurrent assets	(16,693)		(8,320)
Accounts payable and deferred compensation	(8,017)		11,512
Accrued expenses and other current and noncurrent liabilities	10,019		3,726




Net cash (used in) provided by operating activities	(53,968)		22,808

Cash flows from investing activities:
Purchases of property and equipment	(5,158)		(1,828)
Proceeds from the sale of property and equipment	14		2,424
Proceeds from payments on notes receivable	1,138		838
Proceeds from the sale of a business entity and certain assets	—		19,915

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

Net cash (used in) provided by investing activities	(18,791)		21,349

Cash flows from financing activities:
Borrowings on loan agreement	258,497		235,118
Repayments on loan agreement	(234,976)		(244,843)
Proceeds from issuance of common stock, net of underwriters' discounts and issuance costs	52,017		—
Earn-out obligation payments	—		(31,701)
Payment of debt financing costs	—		(636)

Payments of taxes for equity transactions	(681)		(635)
Dividends paid	(2,139)		(1,981)

Net cash provided by (used in) financing activities	72,718		(44,678)

Net decrease in cash and cash equivalents	(41)		(521)
Cash and cash equivalents at beginning of period	378		734
Cash and cash equivalents at end of period	$	337	$	213


Supplemental disclosure of noncash investing and financing activities:
Notes receivable from the sale of a business entity and certain assets	$	11,815	$	13,482

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

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VSE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2021

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(1) Basis of Presentation

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

The preparation of financial statements in conformity with 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 liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the financial statements include accruals for contract disallowance reserves, award fee revenues, costs to complete on fixed price contracts, and recoverability of goodwill and intangible assets.

Coronavirus (COVID-19) Pandemic

On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus disease, known as COVID-19, as a global pandemic. The pandemic and the containment and mitigation efforts by governments to attempt to control its spread created uncertainties and disruptions in the economic and financial markets. The pandemic triggered a decline in demand for our Aviation segment products and services beginning with the second quarter of 2020 and continuing through the end of the second quarter of 2021. Our results of operations for the first six months of 2021 continue to reflect the adverse impact from the COVID-19 pandemic. Although demand has improved since the onset of the pandemic, it remains below pre-pandemic levels. The extent to which the impact of COVID-19 may continue to have an adverse effect on our future business and results of operations is highly uncertain and unpredictable. However, we believe that with the global vaccination effort underway, that may generate an increase in commercial air travel and result in a gradual recovery in demand for our Aviation segment products and services commencing toward the second half of 2021. We are closely monitoring the effects and risks of COVID-19 to assess its continuing impact on our business, financial condition and results of operations. We maintain a robust continuity plan to adequately respond to situations such as the COVID-19 pandemic, including a framework for remote work arrangements, in order to effectively maintain operations, including financial reporting systems, internal controls over financial reporting and disclosure controls and procedures.

Underwritten Public Offering

On January 29, 2021, we entered into an underwriting agreement relating to the issuance and sale of 1,428,600 shares of the Company's common stock, at the public offering 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.

(2) Acquisition and Divestitures

Acquisition

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

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VSE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2021

Table of Contents

The allocation of the total consideration for the acquisition to the tangible and identifiable intangible assets acquired and liabilities assumed is preliminary until we obtain final information regarding their fair values. Based on preliminary estimates, we allocated approximately $7.5 million to the fair value of net tangible assets (including $9.2 million of accounts receivable) and $7.3 million to customer relationship intangible asset, which is being amortized over approximately 4 years from the acquisition date.

Divestitures

Prime Turbines Sale

In January 2020, VSE’s subsidiary VSE Aviation, Inc. entered into 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 the first quarter of 2020 which was reflected within loss on sale of a business entity and certain assets in the consolidated statements of income. As of June 30, 2021 and December 31, 2020, the total outstanding balance of the note receivable from PTB was $5.4 million and $6.1 million, respectively, which represent the present value of the consideration to be received with an imputed interest rate discount, of which $1.5 million and $1.4 million were current as of June 30, 2021 and December 31, 2020, respectively. The note receivable balance is included in other assets and other current assets in our consolidated balance sheets.

CT Aerospace Asset Sale

In June 2020, VSE's subsidiary VSE Aviation, Inc. entered into an asset purchase agreement to sell CT Aerospace, LLC ("CT Aerospace") inventory and certain assets to Legacy Turbines, LLC ("Legacy Turbines") for $6.9 million, with a note receivable received as consideration. As a result of the sale, we recorded a $678 thousand loss in the second quarter of 2020. As of June 30, 2021 and December 31, 2020, the total outstanding balance of the note receivable from Legacy Turbines was $6.1 million and $6.4 million, respectively, net of a variable discount of $275 thousand, of which $1.7 million and $1.3 million were current as of June 30, 2021 and December 31, 2020, respectively. The note receivable balance is included in other assets and other current assets in our consolidated balance sheet.

(3) Revenue

Disaggregated Revenue

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

A summary of revenues for our operating segments by customer for the three and six months ended June 30, 2021 are as follows (in thousands):


	Three months ended June 30, 2021
	Aviation		Fleet		Federal and Defense		Total
Commercial	$	47,465	$	17,630	$	185	$	65,280
DoD	—		4,676		62,075		66,751
Other government	50		35,751		7,280		43,081
	$	47,515	$	58,057	$	69,540	$	175,112

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VSE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2021

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	Six months ended June 30, 2021
	Aviation		Fleet		Federal and Defense		Total
Commercial	$	91,811	$	32,067	$	503	$	124,381
DoD	—		7,778		104,861		112,639
Other government	75		72,959		30,039		103,073
	$	91,886	$	112,804	$	135,403	$	340,093

A summary of revenues for our operating segments by customer for the three and six months ended June 30, 2020 are as follows (in thousands):


	Three months ended June 30, 2020
	Aviation		Fleet		Federal and Defense		Total
Commercial	$	31,170	$	8,525	$	467	$	40,162
DoD	837		5,095		58,955		64,887
Other government	214		57,602		5,850		63,666
	$	32,221	$	71,222	$	65,272	$	168,715


	Six months ended June 30, 2020
	Aviation		Fleet		Federal and Defense		Total
Commercial	$	89,220	$	17,347	$	889	$	107,456
DoD	837		9,662		118,522		129,021
Other government	244		97,417		11,995		109,656
	$	90,301	$	124,426	$	131,406	$	346,133

A summary of revenues for our operating segments by type for the three and six months ended June 30, 2021 is as follows (in thousands):


	Three months ended June 30, 2021
	Aviation		Fleet		Federal and Defense		Total
Repair	$	19,021	$	—	$	—	$	19,021
Distribution	28,494		58,057		—		86,551
Cost Plus Contract	—		—		21,813		21,813
Fixed Price Contract	—		—		32,430		32,430
T&M Contract	—		—		15,297		15,297
Total	$	47,515	$	58,057	$	69,540	$	175,112

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VSE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2021

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	Six months ended June 30, 2021
	Aviation		Fleet		Federal and Defense		Total
Repair	$	37,337	$	—	$	—	$	37,337
Distribution	54,549		112,804		—		167,353
Cost Plus Contract	—		—		38,364		38,364
Fixed Price Contract	—		—		56,361		56,361
T&M Contract	—		—		40,678		40,678
Total	$	91,886	$	112,804	$	135,403	$	340,093

A summary of revenues for our operating segments by type for the three and six months ended June 30, 2020 is as follows (in thousands):


	Three months ended June 30, 2020
	Aviation		Fleet		Federal and Defense		Total
Repair	$	16,848	$	—	$	—	$	16,848
Distribution	15,373		71,222		—		86,595
Cost Plus Contract	—		—		23,307		23,307
Fixed Price Contract	—		—		36,079		36,079
T&M Contract	—		—		5,886		5,886
Total	$	32,221	$	71,222	$	65,272	$	168,715


	Six months ended June 30, 2020
	Aviation		Fleet		Federal and Defense		Total
Repair	$	49,656	$	—	$	—	$	49,656
Distribution	40,645		124,426		—		165,071
Cost Plus Contract	—		—		42,988		42,988
Fixed Price Contract	—		—		74,995		74,995
T&M Contract	—		—		13,423		13,423
Total	$	90,301	$	124,426	$	131,406	$	346,133

Contract Balances

Unbilled receivables (contract assets) represent our right to consideration in exchange for goods or services that we have transferred to the customer prior to us having the right to payment for such goods or services. Contract liabilities are recorded when customers remit contractual cash payments in advance of us satisfying related performance obligations under contractual arrangements, including those with performance obligations to be satisfied over a period of time.

We present our unbilled receivables and contract liabilities on a contract-by-contract basis. If a contract liability exists, it is netted against the unbilled receivables balance for that contract. Unbilled receivables increased from $22.4 million at December 31, 2020 to $30.7 million at June 30, 2021, primarily due to the unbilled receivables acquired as a result of the HSS acquisition and revenues recognized as performance obligations are satisfied in excess of billings. Contract liabilities, which are included in accrued expenses and other current liabilities in our consolidated balance sheets, increased from $10.1 million at December 31, 2020 to $12.7 million at June 30, 2021, primarily due to advance payments received in excess of revenue recognized. For the six months ended June 30, 2021 and June 30, 2020, we recognized revenue that was previously included in the beginning balance of contract liabilities of $1.7 million and $1.5 million, respectively.

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Performance Obligations

Our performance obligations are satisfied either at a point in time or over time as work progresses. The majority of our revenue recognized at a point in time is for the sale of vehicle and aircraft parts in our Fleet and Aviation segments. Revenues from products and services transferred to customers at a point in time accounted for approximately 49% of our revenues for the three and six months ended June 30, 2021 and 50% of our revenues for the three and six months ended June 30, 2020. Revenues from products and services transferred to customers over time accounted for approximately 51% of our revenues for the three and six months ended June 30, 2021 and 50% of our revenues for the three and six months ended June 30, 2020, primarily related to revenues in our Federal and Defense segment and MRO services in our Aviation segment.

As of June 30, 2021, the aggregate amount of transaction prices allocated to unsatisfied or partially unsatisfied performance obligations was $224 million. Performance obligations expected to be satisfied within one year and greater than one year are 90% and 10%, respectively. We have applied the practical expedient for certain parts sales and MRO services to exclude the amount of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which we recognize revenue in proportion to the amount we have the right to invoice for services performed.

During the six months ended June 30, 2021 and June 30, 2020, revenue recognized from performance obligations satisfied in prior periods was not material.

(4) Debt

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


	June 30,		December 31,
	2021		2020
Bank credit facility - term loan	$	67,675	$	77,988
Bank credit facility - revolver loans	209,308		175,473
Principal amount of long-term debt	276,983		253,461
Less debt issuance costs	(1,776)		(2,368)
Total long-term debt	275,207		251,093
Less current portion	(13,816)		(20,379)
Long-term debt, less current portion	$	261,391	$	230,714

We have a loan agreement with a group of banks that expires in January 2023. We borrow amounts under the loan agreement to provide working capital support, fund letters of credit and finance acquisitions. The loan agreement includes term and revolving loan facilities. The revolving loan facility provides for revolving loans and letters of credit. The fair value of outstanding debt as of June 30, 2021 under our bank loan facilities approximates its carrying value using Level 2 inputs based on market data on companies with a corporate rating similar to ours that have recently priced credit facilities.

Our required term and revolver loan payments after June 30, 2021 are as follows (in thousands):


2021	11,250
2022	22,500
2023*	243,233
Total	$	276,983

*Includes the revolver loan required payment of $209.3 million.

The maximum amount of credit available under the loan agreement for revolving loans and letters of credit as of June 30, 2021 was $350 million. We pay an unused commitment fee and fees on letters of credit that are issued. We had $803 thousand letters of credit outstanding as of June 30, 2021 and no letters of credit outstanding as of December 31, 2020.

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Under the loan agreement we may elect to increase the maximum availability of the term loan facility, the revolving loan facility, or both facilities, up to an aggregate additional amount of $100 million.

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 June 30, 2021, the LIBOR base margin was 2.25% and the base rate base margin was 1.00%. The base margins increase or decrease in increments as our Total Funded Debt/EBITDA Ratio increases or decreases.

We use interest rate hedges on a portion of our debt. The amount of our debt with interest rate swap agreements was $75 million and $145 million as of June 30, 2021 and December 31, 2020, respectively.

After taking into account the impact of interest rate swap agreements, as of June 30, 2021, interest rates on portions of our outstanding debt ranged from 3.00% to 5.61%, and the effective interest rate on our aggregate outstanding debt was 3.44%.

Interest expense incurred on bank loan borrowings and interest rate hedges was approximately $2.4 million and $2.8 million for the three months ended June 30, 2021 and 2020, respectively, and $5.1 million and $6.3 million for the six months ended June 30, 2021 and 2020, 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 to EBITDA Ratio and a minimum Fixed Charge Coverage Ratio. We were in compliance with required ratios and other terms and conditions as of June 30, 2021. We continue to monitor the impacts of COVID-19 on our results of operations and liquidity relative to compliance with financial covenants; at this time, we expect that we will remain in compliance with such covenants over the next twelve months.

Subsequent Event

In July 2021, we entered into a third amendment to our loan agreement which, among other things, extended the maturity dates with respect to the revolving credit facility and term loan facility to July 2024, lowered the applicable LIBOR rate floor, and modified the maximum Total Funded Debt to EBITDA Ratio. After the amendment, our required term and revolver loan payments after June 30, 2021 are approximately $7.5 million in 2021, $15.0 million in 2022, $15.0 million in 2023, and $239.5 million in 2024. We classified the current portion of long-term debt in our consolidated balance sheets as of June 30, 2021 based on the amended terms.

Except as described above, the amended loan agreement has substantially the same terms as the existing loan agreement, including covenants and events of default.

(5) 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 an assumed vesting of restricted stock awards. For the three and six months ended June 30, 2021 and 2020, diluted earnings per share does not include an adjustment for the potential dilutive effect of dilutive securities as the effect would have been anti-dilutive due to the Company's net loss. The anitdilutive common stock equivalents excluded from the diluted per share calculation are not material.


	Three months ended June 30,		Six months ended June 30,
	2021	2020	2021	2020
Basic weighted average common shares outstanding	12,702,366	11,041,235	12,391,166	11,020,720
Effect of dilutive shares	—	—	—	—
Diluted weighted average common shares outstanding	12,702,366	11,041,235	12,391,166	11,020,720

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(6) Commitments and Contingencies

Contingencies

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

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

(7) Business Segments and Customer Information

Business Segments

Management of our business operations is conducted under three reportable operating segments:

Aviation – Distribution and MRO Services

Our Aviation segment provides aftermarket repair and distribution services to commercial, cargo, business and general aviation, military and defense, and rotorcraft customers globally. Core services include parts distribution, engine accessory maintenance, MRO services, rotable exchange and supply chain services.

Fleet – Distribution and Fleet Services

Our Fleet segment provides parts, inventory management, e-commerce fulfillment, logistics, supply chain support and other services to support the commercial aftermarket medium- and heavy-duty truck market, the United States Postal Service ("USPS"), and the DoD. Core services include vehicle parts distribution, sourcing, IT solutions, customized fleet logistics, warehousing, kitting, just-in-time supply chain management, alternative product sourcing, and engineering and technical support.

Federal and Defense – Logistics and Sustainment Services

Our Federal and Defense segment provides aftermarket MRO and logistics services to improve operational readiness and extend the life cycle of military vehicles, ships and aircraft for the DoD, federal agencies and international defense customers. Core services include base operations support; procurement; supply chain management; vehicle, maritime and aircraft sustainment services; IT services and energy consulting.

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The operating segments reported below are our segments for which separate financial information is available and for which segment results are evaluated regularly by our Chief Executive Officer in deciding how to allocate resources and in assessing performance. We evaluate segment performance based on consolidated revenues and operating income. Net sales of our business segments exclude intersegment sales as these activities are eliminated in consolidation. Corporate expenses are primarily selling, general and administrative expenses not allocated to segments. Our segment information is as follows (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
Revenues:
Aviation	$	47,515	$	32,221	$	91,886	$	90,301
Fleet	58,057		71,222		112,804