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Highlights * Second-quarter revenue of $643.3 million * Second-quarter operating income of $34.3 million * Second-quarter net income of $16.0 million * Second-quarter adjusted EBITDA1 of $48.4 million (7.5%1 of revenue) * Second-quarter cash flows provided by operations of $44.7 million * Second-quarter net bookings of $521 million (0.8x book-to-bill); $2.6 billion for the trailing twelve months (1.0x book-to-bill), which excludes the previously announced $1.3 billion U.S. Customs and Border Protection award which was protested * Company revises fiscal 2020 financial guidanceFALLS CHURCH, Va., Aug. 06, 2020 (GLOBE NEWSWIRE) -- PAE Incorporated (“PAE” or the “Company”) (NASDAQ: PAE, PAEWW) today announced second-quarter 2020 financial and operating results.CEO Commentary“I am very pleased with our financial and operating performance, despite headwinds from COVID-19. Fundamentally, the core business is performing as we expected, and contract award win rates are consistent with our plan. Revenue, excluding impacts from COVID-19, is in line with our expectations, and profitability and cash flow exceeded expectations,” said PAE President and Chief Executive Officer John Heller. "I want to thank our dedicated workforce, partners and customers who continue to drive business performance and mission success amidst the pandemic.” COVID-19 Financial ImpactWe estimate the second-quarter impact from the COVID-19 pandemic to be approximately $58.5 million of revenue and an immaterial net impact to adjusted EBITDA and free cash flow. These impacts were primarily driven by disruptions to logistics operations and PAE employees and subcontractors unable to access facilities to perform on customer contracts. Since the onset of the COVID-19 pandemic, PAE has operated as an essential business, continuing to operate and support our customers in a resilient market.Second-Quarter 2020 ResultsRevenues for the quarter of $643.3 million decreased $52.3 million, or 7.5%, compared to the prior year period. The decrease was attributable to a $58.5 million impact from COVID-19, of which approximately $40.4 million was non-labor and $18.1 million was labor, which decrease was partially offset by a $6.2 million net increase in contract volume and new business programs. The Global Mission Services (“GMS”) and National Security Solutions (“NSS”) segments revenue decreased by approximately $18.2 million and $34.1 million, respectively.Operating income for the quarter was $34.3 million, compared with operating income of $26.2 million in the prior year period. The increase resulted from lower Selling, General and Administrative (“SG&A”) expenses and increased volume on higher margin programs, which increase was partially offset by lower revenue volume.The net income attributed to PAE for the quarter was $16.0 million, or $0.17 per diluted share, compared with net income of approximately $2.7 million, or $0.13 per diluted share in the prior year period. The improvement in net income for the second quarter of 2020, was primarily driven by factors driving the increase in operating income and lower interest expense, which was driven by a reduction in debt year over year. Adjusted EBITDA for the quarter was $48.4 million, or 7.5% of revenue, compared to $39.5 million, or 5.7% of revenue, in the prior year period. Adjusted EBITDA and margins benefited by factors driving the increase in operating income.Global Mission Services GMS revenues for the quarter of $507.9 million decreased $18.2 million, or 3.5%, compared to the prior year period. The decrease was attributable to a $40.7 million impact from COVID-19, of which approximately $29.7 million was non-labor and $11.0 million was labor, partially offset by a $22.5 million net increase in contract volume and new business programs.GMS operating income for the quarter was $31.5 million, compared to $25.3 million, in the prior-year period. The improvement was driven by increased volume on higher margin programs partially offset by lower revenue volume.GMS adjusted operating income2 for the quarter was $37.4 million, or 7.4% of revenue, compared to $30.7 million, or 5.8% of revenue, in the prior year period. GMS adjusted operating income and margins2 benefited by factors driving the increase in GMS operating income.National Security Solutions NSS revenues for the quarter of $135.4 million decreased $34.1 million, or 20.1%, compared to the prior year period. The decrease was attributable to an $17.8 million impact from COVID-19, of which approximately $11.0 million was non-labor and $6.8 million was labor, and by a $16.3 million decrease from small business set-aside re-compete losses, net of new business wins.NSS operating income for the quarter was $7.7 million, compared to $4.0 million in the prior year period. The increase was driven by lower SG&A expenses and increased volume on higher margin programs, partially offset by lower revenue volume.NSS adjusted operating income3 for the quarter was $11.0 million, or 8.1% of revenue, compared to $8.8 million, or 5.2% of revenue, in the prior year period. NSS adjusted operating income and margins benefited by factors driving the increase in NSS operating income. Cash Flow SummaryNet cash provided by operating activities for the quarter of $44.7 million, increased by $12.1 million over the prior year period, primarily as a result of an increase in accounts payable and accrued salaries, offset by reduced cash collections.As of June 28, 2020, PAE had cash and cash equivalents totaling $138.5 million and had no outstanding borrowings on its asset-based revolving loan credit facility.Business Development Highlights and Contract AwardsNet bookings totaled $521 million in the second quarter and $2.6 billion over the trailing 12 months, representing a book to bill ratio of 0.8x and 1.0x for the second quarter and trailing 12 months, respectively. The net bookings were comprised of comparable percentages of new business, contract extensions and recompete awards. Net bookings exclude the previously announced $1.3 billion U.S. Customs and Border Protection award previously protested.Notable second quarter awards received include:Notable New Business Award: * Marine Corps Air Station Iwakuni, Japan: PAE’s GMS segment was awarded a $25 million, 4-year contract with the U.S. Navy to support systems maintenance, testing and installation at the Marine Corps Air Station Iwakuni, Japan. * Georgia World Congress Center: PAE’s GMS segment was awarded a $21.5 million contract by the Georgia Emergency Management and Homeland Security Agency to mobilize the Georgia World Congress Center in Atlanta as an Alternative Care Site to provide treatment for COVID-19 patients. * DTRA CTRIC III: PAE’s NSS segment was awarded a $16.6 million, three-year contract with a national security customer providing counter-threat solutions.Notable Recompete Awards: * Eglin Air Force Base: PAE’s GMS segment was awarded a $158 million, seven-year contract with the U.S. Air Force to manage aircraft and equipment maintenance supporting 96th Test Wing missions at Eglin Air Force Base, Florida. The contract provides the potential to expand the scope of the previous contract to include new aircraft platforms.Notable IDIQ Awards: * AFCAP V: PAE-Perini, a joint venture among PAE and Perini Management Services, Inc., was awarded one of eight positions on the Air Force Contract Augmentation Program IDIQ vehicle, also known as AFCAP V, with a combined ceiling value of $6.4 billion. * Aircraft Maintenance Enterprise Solution: Subsequent to the end of the quarter, PAE also won a seat on the $14 billion multiple-award, IDIQ contract for Aircraft Maintenance Enterprise Solution -- a strategic sourcing vehicle for Air Force-wide contracted aircraft maintenance. PAE is one of eight awardees on the contract vehicle.The Company’s backlog at the end of the quarter was $6.3 billion, of which $1.2 billion was funded. 2020 Financial OutlookAs a result of the Company's financial results for the first six months of 2020 and its updated outlook for the remainder of the year, the Company is revising its fiscal year 2020 guidance as follows: * Revenues of $2,600 million to $2,700 million, down from previous guidance of $2,750 million to $2,850 million; * Adjusted EBITDA of $172 million to $178 million, narrowed from previous guidance of $170 million to $178 million; and, * Free Cash Flow of at least $100 million, unchanged from previous guidance.“Due to COVID-19 impacts on our logistics operations, certain labor-driven Training and Business Process Outsourcing programs and delays in new business awards caused by COVID-19, we are lowering revenue guidance for the year. However, we are maintaining and narrowing our Adjusted EBITDA outlook driven by increased profitability on existing business and a shift in revenue mix toward higher margin labor revenue. Furthermore, we are also reiterating our free cash flow guidance,” said PAE Executive Vice President and Chief Financial Officer Charlie Peiffer.Adjusted EBITDA is a non-GAAP financial measure. The Company is not providing a quantitative reconciliation of adjusted EBITDA in its 2020 financial guidance in reliance on the “unreasonable efforts” exception for forward-looking non-GAAP measures set forth in SEC rules because certain financial information, the probable significance of which cannot be determined, is not available and cannot be reasonably estimated without unreasonable effort and expense. In this regard, the Company does not provide a reconciliation of forward-looking adjusted EBITDA (non-GAAP) to GAAP net income, due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Because certain deductions for non-GAAP exclusions used to calculate projected net income may vary significantly based on actual events, the Company is not able to forecast on a GAAP basis with reasonable certainty all deductions needed in order to provide a GAAP calculation of projected net income at this time. The amounts of these deductions may be material and, therefore, could result in projected GAAP net income being materially less than is indicated by estimated adjusted EBITDA (non-GAAP). In addition, the Company does not provide a reconciliation of forward-looking free cash flow (non-GAAP) to GAAP cash flows provided by operating activities and GAAP cash used in investing activities, due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Because certain line items used to calculate projected cash flows provided by operating activities and cash used in investing activities may vary significantly based on actual events, the Company is not able to forecast on a GAAP basis with reasonable certainty all line items needed in order to provide a GAAP calculation of projected free cash flow at this time.Conference Call InformationAs previously announced, PAE will host a conference call and webcast today, August 6, 2020, at 8a.m. ET. Management will review the Company's second-quarter 2020 financial results, followed by a question-and-answer session. Listeners will be able to access a presentation summarizing the second-quarter 2020 results on the PAE Investor Relations website.Interested parties are invited to join the webcast from the PAE Investor Relations website and may register for an email reminder using the “Events and Presentations” link. Due to the COVID-19 pandemic, teleconference providers globally are experiencing significant increases in conference call volume. As such, the Company recommends that parties participate by joining the webcast. Alternatively, if the webcast is not practical, attendees may listen to the conference call by dialing (855) 982-6676 and entering conference ID 6993312. The international dial-in access number is (614) 999-9188.The Company will post an archive of the webcast following the call on the PAE Investor Relations website.Forward-Looking StatementsThis press release may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about PAE’s possible or assumed future results of operations and cash flows, financial results, business strategies, debt levels, competitive position, industry environment, potential growth opportunities, potential impact of COVID-19, effects of regulation, backlog, estimation of resources for contracts, risks related to IDIQ contracts, strategy for and management of growth, needs for additional capital, risks related to U.S. government contracting generally, including congressional approval of appropriations, and bid protests. These forward-looking statements are based on PAE’s management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside PAE’s management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.Forward-looking statements included in this release speak only as of the date of this release. PAE does not undertake any obligation to update its forward-looking statements to reflect events or circumstances after the date of this release except as may be required by the federal securities laws.About PAEFor 65 years, PAE has tackled the world’s toughest challenges to deliver agile and steadfast solutions to the U.S. government and its allies. With a global workforce of approximately 20,000 on all seven continents and in approximately 60 countries, PAE delivers a broad range of operational support services to meet the critical needs of our clients. Our headquarters is in Falls Church, Virginia. Find us online at pae.com, on Facebook, Twitter and LinkedIn.For investor inquiries regarding PAE:Mark Zindler Vice President Investor Relations PAE 703-717-6017 mark.zindler@pae.comFor media inquiries regarding PAE:Terrence Nowlin Senior Communications Manager PAE 703-656-7423 terrence.nowlin@pae.comPAE Incorporated Condensed Consolidated Statement of Operations (Unaudited) (In thousands, except per share data) Three Months Ended Six Months Ended June 28, June 30, June 28, June 30, 2020 2019 2020 2019 Revenues$643,303 $695,607 $1,260,556 $1,369,091 Cost of revenues496,678 540,772 961,886 1,057,931 Selling, general and administrative expenses105,451 126,438 242,777 261,474 Amortization of intangible assets8,047 8,196 16,094 16,853 Total operating expenses610,176 675,406 1,220,757 1,336,258 Program profit33,127 20,201 39,799 32,833 Other income, net1,168 5,958 1,954 7,678 Operating income34,295 26,159 41,753 40,511 Interest expense, net(13,757) (21,617) (34,705) (44,277) Income (loss) before income taxes20,538 4,542 7,048 (3,766) Expense (benefit) from income taxes3,752 1,153 (4,961) (1,994) Net income (loss)16,786 3,389 12,009 (1,772) Noncontrolling interest in earnings of ventures765 715 931 1,274 Net income (loss) attributed to PAE Incorporated$16,021 $2,674 $11,078 $(3,046) Net income (loss) per share attributed to PAE Incorporated: Basic$0.17 $0.13 $0.15 $(0.14) Diluted$0.17 $0.13 $0.15 $(0.14) Weighted average shares outstanding Basic92,044,098 21,127,823 75,890,028 21,127,823 Diluted92,787,379 21,127,823 76,273,931 21,127,823 PAE Incorporated Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share and par value amounts) June 28, December 31, 2020 2019 Assets Current assets: Cash and cash equivalents$138,469 $68,035 Accounts receivable, net432,185 442,180 Prepaid expenses and other current assets45,676 43,549 Total current assets616,330 553,764 Property and equipment, net26,841 30,404 Deferred income taxes, net12,017 3,212 Investments17,848 17,925 Goodwill409,588 409,588 Intangible assets, net164,370 180,464 Operating lease right-of-use assets, net154,375 162,184 Other noncurrent assets9,663 13,758 Total assets$1,411,032 $1,371,299 Liabilities and stockholders' equity Current liabilities: Accounts payable$107,154 $124,661 Accrued expenses128,992 102,315 Customer advances and billings in excess of costs70,695 51,439 Salaries, benefits and payroll taxes135,177 130,633 Accrued taxes14,614 18,488 Current portion of long-term debt, net22,969 22,007 Operating lease liabilities, current portion38,946 36,997 Other current liabilities31,457 30,893 Total current liabilities550,004 517,433 Long-term debt, net589,828 727,930 Long-term operating lease liabilities118,452 129,244 Other long-term liabilities7,415 8,601 Total liabilities1,265,699 1,383,208 Stockholders' equity: Preferred stock, $0.0001 par value per share, 1,000,000 shares authorized; no shares issued and outstanding— — Common stock, $0.0001 par value per share: 210,000,000 shares authorized; 92,040,654 and 21,127,823 shares issued and outstanding as of June 28, 2020 and December 31, 2019, respectively9 2 Additional paid-in capital245,815 101,743 Accumulated deficit(134,293) (145,371) Accumulated other comprehensive loss(628) (134) Total PAE Incorporated stockholders' equity110,903 (43,760) Noncontrolling interests34,430 31,851 Total liabilities and stockholders' equity$1,411,032 $1,371,299 PAE Incorporated Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands) Three Months Ended June 28, June 30, 2020 2019 Operating activities Net loss$16,786 $3,388 Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation of property and equipment2,489 3,291 Amortization of intangible assets8,047 8,196 Amortization of debt issuance cost1,758 2,032 Stock-based compensation3,700 — Net undistributed income from unconsolidated ventures(1,076) (884) Deferred income taxes, net(4,214) (812) Other non-cash activities, net134 2,905 Changes in operating assets and liabilities, net: Accounts receivable, net(11,262) 49,764 Accounts payable(15,130) (42,506) Accrued expenses10,137 2,246 Customer advances and billings in excess of costs1,059 2,907 Salaries, benefits and payroll taxes25,617 16,546 Inventories, net1,073 (50) Prepaid expenses and other current assets(335) 5,209 Other current and noncurrent liabilities(556) (7,273) Investments951 933 Other noncurrent assets6,871 (10,731) Accrued taxes(1,374) (2,601) Net cash provided by operating activities44,675 32,560 Investing activities Expenditures for property and equipment(1,193) (2,016) Other investing activities, net37 2,039 Net cash used in investing activities(1,156) 23 Financing activities Net contributions from noncontrolling interests1,800 4,050 Borrowings on long-term debt468 51,431 Repayments on long-term debt(7,920) (73,883) Payments of debt issuance costs— — Recapitalization from merger with Gores III5 — Payment of underwriting and transaction costs1 — Distribution to selling stockholders— — Other financing activities, net— (742) Net cash provided by (used in) financing activities(5,938) (19,144) Effect of exchange rate changes on cash and cash equivalents1,098 (747) Net increase (decrease) in cash and cash equivalents38,679 12,692 Cash and cash equivalents at beginning of period99,790 42,545 Cash and cash equivalents at end of period138,469 55,237 Supplemental cash flow information Cash paid for interest$12,378 $20,127 Cash paid for taxes$(1,523) $2,289 Supplemental non-cash financing activities Working capital adjustment payable to Shay shareholders$20,169 $— PAE Incorporated Condensed Consolidated Statements of Cash Flows (Unaudited) (continued) (In thousands) Six Months Ended June 28, June 30, 2020 2019 Operating activities Net loss$12,009 $(1,772) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation of property and equipment5,072 6,301 Amortization of intangible assets16,094 16,853 Amortization of debt issuance cost7,821 4,082 Stock-Based compensation3,700 — Net undistributed income from unconsolidated ventures(1,739) (2,184) Deferred income taxes, net(13,295) (372) Other non-cash activities, net404 3,324 Changes in operating assets and liabilities, net: Accounts receivable, net9,607 28,396 Accounts payable(17,547) 11,278 Accrued expenses6,358 (5,166) Customer advances and billings in excess of costs19,282 26,297 Salaries, benefits and payroll taxes4,310 9,845 Inventories, net2,415 (2,051) Prepaid expenses and other current assets(3,256) (545) Other current and noncurrent liabilities(5,101) (9,580) Investments1,701 1,769 Other noncurrent assets11,600 (9,951) Accrued taxes(3,847) (4,601) Net cash provided by operating activities55,588 71,923 Investing activities Expenditures for property and equipment(1,597) (5,633) Other investing activities, net37 2,042 Net cash used in investing activities(1,560) (3,591) Financing activities Net contributions from noncontrolling interests1,950 5,400 Borrowings on long-term debt60,468 69,319 Repayments on long-term debt(204,464) (136,821) Payments of debt issuance costs(964) — Recapitalization from merger with Gores III605,713 — Payment of underwriting and transaction costs(27,267) — Distribution to selling stockholders(419,548) — Other financial activities, net(292) (742) Net cash provided by (used in) financing activities15,596 (62,844) Effect of exchange rate changes on cash and cash equivalents810 (1,205) Net increase (decrease) in cash and cash equivalents70,434 4,283 Cash and cash equivalents at beginning of period68,035 50,954 Cash and cash equivalents at end of period$138,469 $55,237 Supplemental cash flow information Cash paid for interest$23,278 $39,538 Cash paid for taxes$2,796 $4,897 Supplemental non-cash financing activities Working capital adjustment payable to Shay shareholders$20,169 $— PAE INCORPORATED SEGMENT DATA (Amounts in thousands) Three Months Ended Six Months Ended June 28, June 30, June 28, June 30, 2020 2019 2020 2019 Revenues GMS$507,854 $526,025 $965,298 $1,030,504 NSS135,449 169,582 295,258 338,587 Consolidated revenues$643,303 $695,607 $1,260,556 $1,369,091 Operating income (loss) GMS$31,537 $25,276 $44,140 $51,067 NSS7,725 3,974 12,092 3,187 Corporate(4,967) (3,091) (14,479) (13,743) Consolidated operating income$34,295 $26,159 $41,753 $40,511 Amortization of intangible assets GMS$4,115 $4,140 $8,231 $8,399 NSS3,932 4,056 7,863 8,454 Consolidated amortization of intangible assets$8,047 $8,196 $16,094 $16,853 PAE INCORPORATED BACKLOG (Amounts in thousands) As of As of June 28, December 31, 2020 2019 Global Mission Services: Funded backlog$970,554 $1,173,196 Unfunded backlog3,771,073 3,393,081 Total GMS backlog$4,741,627 $4,566,277 National Security Solutions: Funded backlog$270,065 $311,214 Unfunded backlog1,253,905 1,474,309 Total NSS backlog$1,523,970 $1,785,523 Total: Funded backlog$1,240,619 $1,484,410 Unfunded backlog5,024,978 4,867,390 Total backlog$6,265,597 $6,351,800 Backlog represents the estimated amount of future revenues to be recognized under negotiated contracts and task orders as work is performed and excludes contract awards which have been protested by competitors until the protest is resolved in our favor. PAE segregates backlog into two categories, funded backlog and unfunded backlog.Funded backlog refers to the value on contracts for which funding is appropriated less revenues previously recognized on these contracts.Unfunded backlog represents the estimated future revenues to be earned from negotiated contracts for which funding has not been appropriated or authorized, and unexercised priced contract options. Unfunded backlog does not include any estimate of future potential task orders expected to be awarded under indefinite delivery, indefinite quantity (IDIQ), U.S. General Services Administration (GSA) schedules or other master agreement contract vehicles.Non-GAAP Financial MeasuresThe Company uses EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted operating income per segment and adjusted operating income margin per segment as supplemental non-GAAP measures of performance. PAE defines EBITDA as net income excluding (i) interest expense, (ii) provision for or benefit from income taxes and (iii) depreciation and amortization. Adjusted EBITDA and adjusted operating income per segment exclude certain amounts included in EBITDA as provided in the reconciliations provided herein. Adjusted EBITDA is equal to the sum of adjusted operating income for each segment. Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenues expressed as a percentage and adjusted operating income margin is calculated as adjusted operating income divided by revenues expressed as a percentage.For 2020 and 2019, the Company’s net income was impacted by certain events that do not reflect the cost of our operations and which may affect the period-over-period assessment of operating results. The non-GAAP financial measures demonstrate the impact of these events.During 2019 substantially all the assets of PAE ISR LLC (“ISR”) were sold. The Company believes that it is helpful for investors to be able to evaluate the performance of PAE’s underlying business based on excluding ISR’s operations during the year. To calculate the loss, adjusted EBITDA and adjusted operating income without ISR, the Company removed ISR from its revenue and loss metrics for the second quarter of 2019.These non-GAAP measures of performance are used by management to conduct and evaluate its business during its regular review of operating results for the periods presented. Management and the Company’s Board utilize these non-GAAP measures to make decisions about the use of the Company’s resources, analyze performance between periods, develop internal projections and measure management performance. PAE believes these non-GAAP measures are useful to investors in evaluating the Company’s ongoing operating and financial results and understanding how such results compare with the Company’s historical performance.In addition to the above non-GAAP financial measures, the Company has included backlog, net bookings, and book-to-bill ratio in this release. Backlog is an operational measure representing the estimated amount of future revenues to be recognized under negotiated contracts and task orders as work is performed and excludes contract awards which have been protested by competitors until the protest is resolved in our favor. Net bookings are an operational measure representing the change in backlog between reporting periods plus reported revenue for the period and book-to-bill ratio is an operational measure representing net bookings divided by reported revenues for the same period. We believe backlog, net bookings and book-to-bill ratio are useful metrics for investors because they are an important measure of business development performance and revenue growth. These metrics are used by management to conduct and evaluate its business during its regular review of operating results for the periods presented.Reconciliation of GAAP net income to Adjusted EBITDA, a non-GAAP Measure - Company (in thousands) Three Months Ended June 28, June 30, 2020 2019 Change Net (loss) income attributed to PAE Incorporated$16,021 $2,674 $13,347 Interest expense, net13,757 21,617 (7,860) Provision for taxes3,752 1,153 2,599 Depreciation and amortization10,536 11,487 (951) M&A costs(752) 948 (1,700) Disposal of assets— 5,003 (5,003) Non-core expenses (1)1,195 1,214 (19) Non-cash items (2)— (4,494) 4,494 Forward loss accruals (3)— (1,823) 1,823 Sponsor fees (4)— 1,250 (1,250) Equity based compensation (5)3,519 — 3,519 Other (6)371 421 (50) Adjusted EBITDA$48,399 $39,450 $8,949 Adjusted EBITDA margin7.5% 5.7% Reconciliation of GAAP operating income to adjusted operating income, a non-GAAP Measure - GMS (in thousands) Three Months Ended June 28, June 30, 2020 2019 Change Operating income$31,537 $25,276 $6,261 Corp operating loss allocation (7)(3,918) (2,353) (1,565) Corporate NCI allocation(804) (814) 10 Depreciation and amortization6,057 6,749 (692) M&A costs553 636 (83) Disposal of assets— — — Non-core expenses (1)943 718 225 Non-cash items (2)— 299 (299) Forward loss accruals (3)— (1,074) 1,074 Sponsor fees (4)— 945 (945) Equity based compensation (5)2,777 — 2,777 Other (6)293 287 6 Adjusted operating income$37,438 $30,669 $6,769 Adjusted operating income margin7.4% 5.8% Reconciliation of GAAP operating income to adjusted operating income, a non-GAAP Measure - NSS (in thousands) Three Months Ended June 28, June 30, 2020 2019 Change Operating income7,725 3,974 $3,751 Corp operating loss allocation (7)(1,048) (737) (311) Corporate NCI allocation39 99 (60) Depreciation and amortization4,479 4,739 (260) M&A costs(1,305) 312 (1,617) Disposal of assets— 5,003 (5,003) Non-core expenses (1)252 496 (244) Non-cash items (2)— (4,793) 4,793 Forward loss accruals (3)— (745) 745 Sponsor fees (4)— 305 (305) Equity based compensation (5)743 — 743 Other (6)78 133 (55) Adjusted operating income$10,963 $8,786 $2,177 Adjusted operating income margin8.1% 5.2% (1) Non-core expenses include certain professional fees, gain/loss on disposal of fixed assets, settlements and certain severance costs. (2) Non-cash items include idle facilities charges for facilities the Company no longer occupies, pension curtailment costs and unrealized FX gains/losses. (3) Forward loss accruals include adjustments related to future expected losses recognized in the current period. (4) Sponsor fees include management fees and out of pocket expenses paid to the Company’s former private equity sponsor for general management, transactional, financial and other corporate advisory services. (5) Equity based compensation reflects costs associated with the issuance of restricted and performance shares to PAE employees and independent directors. (6) Other costs include adjustments related to adjustments to offset capitalized internal labor and state income taxes that were not captured in reported income tax expense. (7) Corporate operating loss allocation includes certain selling, general and administrative, depreciation and amortization costs that cannot be assigned to a specific segment; this cost is allocated based on proportionate segment revenues for the period in which the cost is incurred._______________ 1 Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. A reconciliation of adjusted EBITDA and adjusted EBITDA margin to their most directly comparable GAAP financial measure, net income (loss), and a discussion of Adjusted EBITDA, Adjusted EBITDA margins and other non-GAAP financial measures, is contained in the “Non-GAAP Financial Measures” section of this release. 2 GMS adjusted operating income and adjusted operating income margin are non-GAAP financial measures. A reconciliation of GMS adjusted operating income and adjusted operating income margin to their most directly comparable GAAP financial measure, GMS operating income (loss), is contained in the “Non-GAAP Financial Measures” section of this release. 3 NSS adjusted operating income and adjusted operating income margin are non-GAAP financial measures. A reconciliation of NSS adjusted operating income and adjusted operating income margin to their most directly comparable GAAP financial measure, NSS operating income (loss), is contained in the “Non-GAAP Financial Measures” section of this release.