Highly Confidential – Not for Distribution

Confidential Information Memorandum

WE Transport, Inc.
Seller
March 2020
 Highly Confidential – Not for Distribution

Confidential Information Memorandum – Disclaimer

This Confidential Information Memorandum (this “Memorandum”) is being furnished to a limited number of parties who have
expressed an interest in submitting a proposal to enter into a transaction with WE Transport (“WE Transport” or the
Seller
“Company”). The Company has retained Carl Marks Advisors Bank X (“Carl Marks”) as its exclusive financial advisor in connection
with the transaction. Carl Marks prepared this Memorandum from materials and information supplied by the Company. The
Bank X
sole purpose of this Memorandum is to assist the recipient in deciding whether to proceed with further analysis of this
opportunity in accordance with the procedures described herein.
Use of this Memorandum is governed by and subject to the terms of the previously executed Non-Disclosure Agreement,
which strictly limits the use, circulation, copying and disclosure of the information contained or referred to herein. Any person
in possession of this Memorandum should familiarize him or herself with such agreement before reading, circulating or using
this Memorandum. This Memorandum may not be distributed, reproduced or used without the express written consent of the
Company or used for any purpose other than the evaluation of the Company by the person to whom this Memorandum has
been delivered.
Carl Marks will arrange all contacts for appropriate due diligence by potential investors. All inquiries or requests for additional
Bank X
information should be submitted or directed to CarlBank X
Marks. UNDER NO CIRCUMSTANCES SHOULD THE RECIPIENT OF
THIS MEMORANDUM CONTACT THE COMPANY DIRECTLY.
While the information provided herein is believed to be accurate and reliable, Carl Marks has not conducted any investigation
Bank X
with respect to such information, and neither the Company nor CarlBank XMarks makes any representations or warranties,
expressed or implied, as to the accuracy or completeness of such information. Only those representations and warranties
contained in a definitive written purchase agreement, if one is executed, shall have any legal effect.
This Memorandum includes certain statements, estimates and/or projections with respect to the industry and, in some
instances, the anticipated performance of the Company. Such statements, estimates and projections reflect significant
assumptions and subjective judgments by the Company and management. These assumptions and judgments may or may
not prove to be correct, and there can be no assurance by anyone that any projected results are attainable or will be realized.
In considering the prior performance of the business contained herein, prospective interested parties should bear in mind that
past performance is not indicative of future results, and there can be no assurance that the Company will continue to achieve
comparable results. Carl Marks does not assume responsibility for verifying any of such statements, estimates and
Bank X
projections (including any forecasted financial information), and neither the Company nor Carl Marks make any
Bank X
representations or warranties, expressed or implied, as to their accuracy or completeness of such. Nothing contained in this
Memorandum should be relied upon as a promise, representation or warranty as to any present state of affairs or future
events, and no person has been authorized to make any such promise, representation or warranty. Furthermore, any
projected financial information has not been prepared with a view toward compliance with published guidelines of the SEC,
the American Institute of Certified Public Accountants, or generally accepted accounting principles.

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 Highly Confidential – Not for Distribution

Confidential Information Memorandum – Disclaimer (cont’d)

» Certain information contained herein concerning economic trends and performance are based on or derived from information provided
by independent third-party sources. Carl Marks and the Company believe that such information is accurate and that the sources from
Bank X
which it has been obtained are reliable. Carl Marks and the Company cannot guarantee the accuracy of such information, however, and
Bank X
Carl Marks has not independently verified the assumptions on which such information is based.
Bank X
» Except where otherwise indicated, this Memorandum speaks as of the date hereof. Neither the delivery of this Memorandum nor the
consummation of a transaction shall, under any circumstances, create any implication that there has been no change in the affairs of the
Company since the date hereof. In furnishing this Memorandum, Carl Marks reserves the right to amend or replace this Memorandum at
Bank X
any time, and neither Carl Marks nor the Company undertakes any obligation to provide the recipient with access to any additional
Bank X
information.
» This Memorandum does not purport to contain all the information that may be required to evaluate the transaction contemplated, and
prospective investors should conduct their own investigation and analysis of the Company’s business, data and property described
herein. This Memorandum shall remain the property of the Company. Both the Company and Carl Marks reserve the right to require the
Bank X
return of this Memorandum (together with any copies or extracts thereof) at any time. The Company is under no obligation to proceed
with any transaction and may terminate the process described in this Memorandum and related discussions at any time.

» All inquiries should be directed to any of the individuals at Carl Marks listed below:

Warren H. Feder Mark Claster Michael Gordon Mehyar Afkari

Partner Partner Vice President Associate
Carl Marks Advisors Carl Marks Advisors Carl Marks Advisors Carl Marks Advisors
Tel: (212) 909-8459 Tel: (212) 909-8440 Tel: (212) 909-8430 Tel: (212) 909-8428
wfeder@carlmarks.com mclaster@carlmarks.com mgordon@carlmarks.com mafkari@carlmarks.com

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 Highly Confidential – Not for Distribution

Section Title Page

I. Executive Summary 5

II. Key Investment Highlights 9

III. Operations Overview 17

IV. Industry Overview 25

V. Financial Overview 29

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Section I.

EXECUTIVE SUMMARY

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 Highly Confidential – Not for Distribution

Executive Summary
WE Transport, Inc. (“WE Transport” or the “Company”) is one of the largest and most respected privately held school bus
Seller
operators in the nation, providing best-in-class service to key school districts on Long Island and the NY Metro Area for over
sixty years

Founded in 1959, when Walterfounder x and

and Edith y
Marksohn became student transportation operators with one blue Oldsmobile, WE
Transport
Seller has operated as a family-cultured, customer-centric business providing safe and reliable transport to its Long
Island customers and, in the last decade, its Connecticut, Westchester and New York City customers with transportation for
home-to-school, private, parochial, wheelchair-bound riders, other special needs riders and preschool children

WESeller
Transport is particularly adept and entrenched in servicing the special needs student community, which makes up
about half of its revenue

Demographics show that there is above average growth expected in this special needs student transportation

The Company is regarded as the contractor of choice in its regions, most recently recognized as “Contractor of the Year” by
the New York State Bus Contractors Association for 2018(1)

Core to WE Transport’s
Seller’s success is the Company’s culture of going above and beyond expectations, allowing WE Transport
Seller
to consistently exceed requirements in hiring, safety and behind-the-wheel training and lead the industry in technology and
fleet modernity

The Company’s financial stability, strong balance sheet and best-in-class operational execution makes the Company an
extraordinarily attractive company. In an industry that increasingly values safety, dependability and excellence in
operations, WE Seller
Transport is perfectly poised for both organic growth and absorbing accretive acquisitions

Carl Marks Advisors has been retained by WE Seller

Bank X Transport to explore its strategic options, including a sale or recapitalization
of the Company

Notes: 6
(1) The New York School Bus Contractors Association is an organization comprising nearly one hundred school transportation service companies in New York State
 Highly Confidential – Not for Distribution

Company Overview
Business Overview

WE Seller
Transport is a premier school bus contractor providing school bus services to school districts, government agencies,
private schools and corporate organizations in over 60 districts in the New York Metro Area
A third generation, family owned business, WE Seller
Transport has been serving school districts on Long Island since 1959
The Company has 13 dispatch facilities supported by 11 maintenance facilities in the New York Metro Area and a fleet of
2,000+ vehicles and over 2,800 employees
WE has
Seller has135 highly skilled support staff with many years of experience in transportation and logistics
Over the past three years, WE Seller’s
Transport’s Bus Safety Information Network (“BUSNET”) score has averaged 98%, well above
the 90% the New York State Department of Transportation considers to be adequate
Fleet management is facilitated by 120 certified vehicle maintenance technicians employing the latest, state-of-the-art
technology and equipment
WE Seller
Transport employs a full staff to manage its Management Information Systems (“MIS”) department
While the increase in minimum wages in New York increased costs in FY2019, margins are expected to recover as smaller
providers are unable to operate in the higher payroll environment and WE Seller
Transport renegotiates its contracted bus rates

Historical & Projected Financials ($mm)

$250 25%
$222.8
19.8% $212.4
18.4% $202.1
$200 $184.5 20%
$174.9
15.9% 16.2% 15.7% 16.0% 16.5%
$143.4 $149.1 $149.4 14.4%
$150 15%

$100 10%

$50 $29.9 $31.7 $34.0 $36.7 5%

$28.4 $27.5 $23.7 $25.1

$0 0%
FY2017A FY2018A FY2019A FY2020F FY2021F FY2022F FY2023F FY2024F
Revenue EBITDA % EBITDA Margin 7
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Company History
Since being established in 1959, WE
Seller has grown into one of the premier student transportation businesses in the country

The Company has continued to invest in adopting new technology, maintaining a young fleet and growing its presence
geographically

theCarmen,
Since the team of Bart, new team
Cynthia and Jerry was formed in 1998/1999, WE
Seller has grown from $35MM in sales to

$175MM (7.2% CAGR) with substantial opportunities to grow both organically and by acquisition.

2004: Company
experiences 17%
growth in one year Seller
2013: WE
through one crosses $100MM
acquisition and a in LTM sales; FY20 Sales:
new contract wins significant $174.9MM
1990: Bart and expansion
siblings take over contract in NYC
business from
their parents Seller
2012: WE adds
adds
new depot and
expands into 2019: WE
Sellercompletes
completes
1959: Formed by Walter Veterans acquisition
Seller Westchester
2010: WE
and Edith Marksohn FY97 Sales: $35.1MM and awarded major
successfully
1983: WESeller contract
branched out into
installs its first Bridgeport
computers

1998/1999: Team 2018: NYSBCA

of Bart, Carmen, Contractor of the
Cynthia and Jerry Year
is formed
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 Highly Confidential – Not for Distribution

Section II.

KEY INVESTMENT HIGHLIGHTS

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Key Investment Highlights

1
Long
Customer
Relationships
and Pricing
Power 2
6
Significant
Best-in-Class
Organic &
Safety Track
Acquisition
Record and
Growth
Expertise
Opportunities

5 3

Strategically Leading
Located Real Special Needs
Estate Provider
4

Young and
High Quality
Fleet

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 Highly Confidential – Not for Distribution

1 Long Customer Relationships and Pricing Power

WESeller’s
Transport’s long track record of safety and its Top 15 Customer Relationships
reputation as the contractor of choice has allowed the Revenue Start of Years as
Company to realize price increases while maintaining Customer Name 2019 Relationship Client
very long-term customer relationships NYC Dept. of Education $21.8 2013 7
City of Bridgeport 20.4 2010 10
Driven by top quality service and safety, WE Seller’s
Transport’s Sachem 16.4 2003 17
top 15 customers (representing 89% of FY2019 revenue) County of Suffolk - Dept. of Health 14.6 1993 27
County of Nassau - Preschool 10.4 1997 23
have been clients for an average of 24.4 years Bedford 8.6 2012 8
Smithtown 7.2 1987 33
WE Seller
Transport has not lost a contract where it was the Sewanhaka 6.9 2003 17
incumbent in over 20 years County of Suffolk - Dept. of Social Services 6.3 2007 13
Plainview-Old Bethpage 6.0 1971 49
NY State law and the nature of the bidding process have Eastern Suffolk Boces 4.0 1960/1970 49-59
allowed quality providers like WE Sellerto
to win and retain Patchogue Medford 3.7 2014 6
East Meadow 2.6 1960/1970 49-59
contracts without having to be the lowest price UCP of Greater Suffolk 2.1 2005 15
New contracts can be entered into for 1 – 5 year periods, Island Trees 1.7 1974 46
Top 15 Customer Total $132.7 24.4
with multi-year contract pricing quoted by the contractor
and not subject to CPI
Assuming there is a mutual desire to renew, contracts Example RFP Scoring
under the NY State Department of Education (“NYSED”)
can be renewed indefinitely for 1 – 5 year periods at CPI
Category Weight
In nearly all instances, the school district offers to renew
Previous Student Transport Experience 15
contracts with WE,
Seller giving the Company the choice to Management in Performance of Contracts 10
renew or put the contract out for rebid Safety Program 10
Accident History 5
Contractors who want to increase prices at more than CPI Record of Drivers 5
at the end of a contract can reject the extension and Fleet Inspection Record 10
compete for a new contract with new pricing quoted by Maintenance Schedule of Vehicles 5
Financial Analysis 10
the contractor
Insurance Requirements 5
As illustrated in the RFP scoring example, cost represents Cost - Prorated Based on Percentage Over Lowest Cost(1) 25
only one component of the multitude of criteria used to Total 100
select the contractor
(1) Lowest cost proposer will get 25 points and other proposers will have points deducted based on the percentage difference in total cost between the 11
lowest cost and each respective proposer’s cost
 Highly Confidential – Not for Distribution
2 Best-in-Class Safety Track Record and Expertise
As a regional market leader with an impeccable reputation, WE Seller
Transport has been able to outclass its competition in hiring
and retaining drivers and talented staff, allowing the Company to achieve best-in-class operational and safety results
Training & Safety
Over the past three years, WE Seller’s
Transport’s Bus Safety
Information Network score has averaged 98%, well above
the 90% the New York State Department of Transportation
considers to be adequate
The Company employs over 35 trained safety professionals
on staff, providing better and more consistent training and
quality control than bus operators who use third party
services
To achieve its drug and alcohol testing requirements that
exceed those of even the Federal DOT, WE Seller
Transport has
seven Certified Alcohol Saliva Testing Technicians (“STT”)
on staff
WE Seller
Transport also employs a NY State Certified Master
Instructor that has been with the Company for 15+ years
Over the past several years, WE Seller
Transport has minimized
motor vehicle accidents by utilizing a trends and patterns
analysis to determine causation, frequency and driving
habits that lead to avoidable collisions
WE Seller’s
Transport’s training & safety professionals
incorporated the results into targeted training
Employee Expertise
WESeller’s
Transport’s competitive advantage starts with its
workforce. Due to highly restrictive regulations and an
approval process that can take months for new drivers, it is
challenging for new providers to enter a market and attract
drivers away from an existing provider
WE Seller’s
Transport’s maintenance locations are staffed with
highly skilled technicians
With preventative maintenance at the core of the
Company’s safety procedures, WE Seller
Transport maintains an
18:1 technician to bus ratio allowing for each vehicle to get
the attention it needs
Approximately 89% of the Company’s workforce are
members of a union
WESeller
Transport has never had a strike and enjoys
excellent labor relations
Tenure is extremely high, and the Company has a large
number of long tenured employees with decades of
experience with the organization
Employees at WE
Seller tend to stay long-term because they
are well compensated and have higher flexibility on
their hours and routes as they become more senior
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 Highly Confidential – Not for Distribution

3 Leading Special Needs Provider

In addition to a profitable and stable big bus business, Seller
WE has a deeply entrenched, growing special needs business that
provides for a strong foothold in the Northeast market and serves as a foundation for expanding into new markets,
particularly NYC

For 2018, an estimated ~48% of revenue came from special needs contracts

Special needs customers tend to be less sensitive to price and heavily favor qualities in contractors that WE
Seller is known to

provide such as safety, reliability, customer service and new vehicles

The Company’s reputation in special needs services provides an important entry point into the NYC market which is the
largest student transportation market in the country, serving over 224,000 students with disabilities

In 2018, the NY Department of Education spent $887MM on transporting special needs students

Estimated 2019 Revenue Breakout by Transportation Type(1) ($ in Millions)

Transportation Type Bus Van W/C Van Total %

Education - Regular $40.9 $25.9 $0.0 $66.8 45.1%
Education - Special Needs 14.6 22.4 7.2 44.2 29.8%
Pre School - Special Needs 0.0 23.3 1.1 24.4 16.5% Special Needs:
Homeless (McKinney-Vento) 0.0 7.0 0.0 7.0 4.7% 47.9% of 2018
Adult - Special Needs 1.1 0.4 0.9 2.4 1.6% Revenue
Summer Camps 0.4 2.0 0.0 2.4 1.6%
Private Charters 1.0 0.0 0.0 1.0 0.7%
Total Transportation Revenue $58.0 $81.1 $9.1 $148.2 100.0%
Other 1.2
Total FY2019 Revenue $58.0 $81.1 $9.1 $149.4

(1) FY2019 revenue based on percentages for CY2018, which reflect management’s best estimate at the time. The special needs business has grown since 13
and an updated breakout with FY2019 numbers will be shared with prospective buyers at a later date.
 Highly Confidential – Not for Distribution

4 High Quality Fleet & State of the Art Maintenance

Facility
WE Transport’s
Seller’s 2,029 vehicle fleet consists of 851 big buses, Seller’s Vehicles
WE Vehicles
913 mini buses and vans, 134 wheelchair equipped vehicles,
58 SUVs, 37 service vehicles and 36 cars Useful
WE Seller
Transport has maintained a high quality fleet of buses Class Units Life (in Years)
through targeted reinvestment and purchases Bus 851 18
Mini Buses and Vans 913 12
As a result, the Company has one of the youngest fleets in
W/C 134 10
the industry SUV 58 7
The owners also manufacture buses, delivering an Service 37
alignment of interests and quality control(1) Car 36
Total WE Vehicles 2,029
WESeller
Transport has extensive maintenance capabilities
through its state of the art maintenance facilities

Fleet Overview Bus and Van Suppliers

With an average vehicle age of 4.4 years, WE Seller
Transport has
one of the youngest fleets in the industry (1)
The Company has 851 big buses and 913 mini buses and
vans

Illustrative Annual Fleet Capex

3-Year
Capital Expenditures FY2017A FY2018A FY2019A Average
Big Buses $3.5 $5.3 $5.9 $4.9
Mini Buses and Vans 2.8 3.6 3.3 3.3
Leasehold Improvements 0.5 0.2 0.2 0.3
SUVs for School Transportation 0.1 0.1 0.1
Engines 0.2 0.1 0.0 0.1
Other 0.4 0.1 0.2 0.3
Total Capital Expenditures $7.4 $9.4 $9.8 $8.9
14
(1) 50% owned by the Marksohn family; not part of the offering
 Highly Confidential – Not for Distribution

5 Strategically Located Real Estate

WESeller
Transport has gained a competitive advantage due to its large, strategically located terminals and facilities
Properties such as the ones used by WE Transport
Seller are increasingly scarce and highly valued by customers, making real
estate a strong barrier to entry in the student transportation industry
» As an example, contracts can come to bid in April and require a bus yard by September. Given that there are very few
places left to park in the metropolitan areas, WE Transport
Seller is better positioned as a service provider than competitors
» New entrants are unlikely to be able to get the land to accommodate a bus depot the way WE Seller
Transport has
» The real estate is owned by the current owners of WE Seller
Transport and is not part of the sale
The buyer will enter into long-term leases at market rates as part of the sale and the Company’s EBITDA already
includes market rent paid to these properties
WE Seller
Transport operates 13 dispatch and maintenance facilities, allowing the Company to service dozens of school districts,
municipalities and not-for-profit organizations in the New York metro area
As one of the largest contractors on Long Island with an expansive geographical footprint, WE Seller
Transport has a significant
advantage with the County governmental customers as the Company generally has a yard within 30 minutes of any situation
requiring the safety department’s intervention or to cover a mechanical failure with a spare vehicle

Terminal Locations

Suffolk County Nassau County

Pine-Aire Hempstead
Islandia Plainview
Bluepoint Elmont
Holtsville Valley Stream
Medford Garden City Park
New York City Connecticut
Bronx Bridgeport
Westchester
Bedford
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6 Significant Growth Opportunities

Organic Growth Opportunities Acquisition Opportunities
WE Transport is ideally positioned to expand organically in WE Transport is ideally suited to be a platform for
its regions (Long Island, Connecticut, Westchester, NYC) acquisitions in the student transportation space
Lower performance metrics of competitors allows WE Given WE Transport’s scale and operational efficiency,
Transport to win contracts without having to be the significant opportunity exists to acquire smaller companies
lowest bidder and enhance profitability by consolidating operations
RFPs are not primarily price driven. A company’s The Company recently completed an acquisition in NY State
performance, safety and financial stability are that helped expand into new routes while providing crucial
considered to be more important in winning contracts real estate for growth
Due to the Company’s commitment to service, WE has not Prospective Acquisition Targets
had a material customer loss in over two decades
Acme Bus / Baumann Bus IC Bus, Inc.
The decline in performance of certain competitors in WE’s
All County Bus, LLC Jofaz Transportation, Inc.
region and the aging of ownership of other bus companies
B&F Skilled, Inc. Mar-Can Transportation
are likely to create further upside potential
Careful Bus Philip Bus Corp.
Chappaqua Transportation, Inc. R&C Transit, Inc.
NYC Expansion Don Thomas Buses, Inc. Safe Coach, Inc.
WE Transport has a huge opportunity to expand in NYC by First Steps Transportation, Inc. Selby Transportation, Corp.
capitalizing on its strong reputation and using its special GVC, Ltd. Thomas Buses, Inc.
needs business as a foothold to penetrate the $1.3 billion Hoyt Transportation Corp.
market
According to management’s assessment, special needs
would serve as the ideal entry point given WE Transport’s
track record and the challenge of acquiring big bus business
in the city

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 Highly Confidential – Not for Distribution

Section III.

OPERATIONS OVERVIEW

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 Highly Confidential – Not for Distribution

Hiring & Training

Recruitment and retention of highly skilled and qualified Driver Hiring Process
staff is core to the Company’s success
WE Transport seeks out the most professional and Employee
safety-conscious individuals to work as drivers, driver Applicant Employee
Probationary
assistants, auto technicians, dispatchers and support Interview Orientation
Period
staff
Skills Assessment NYSVTL Article Assigned route
Recruitment strategies include media advertising, online Driver Motor 19A testing and training with
website applications, open houses, referral bonuses, and Vehicle Record compliance veteran driver
sign-on bonuses to recruit candidates Review Behind-the-Wheel Road observation
Background Training by safety
The Company’s recruiters screen hundreds of Checks / Classroom supervisors
applications and interview approximately thirty Fingerprints Instruction Post-probation
applicants per week during which an objective Pre-employment Mapping Class annual refresher
Drug Testing SED pre-service training
assessment is made and details of their job applications class
are screened for experience and suitability SED basic course
Both drivers and driver assistants undergo extensive
interviews, orientation and training Driver Assistant Hiring Process
Classroom instruction includes student management,
special-needs training, loading/unloading, emergency Employee
evacuation, wheelchair securement, car seats and safety Applicant Employee
Probationary
Interview Orientation
vests Period
New drivers observe veteran drivers and are observed by Skills Assessment Classroom Assigned route
safety supervisors until they demonstrate an ability to Background Instruction training with
follow the routes correctly and adhere to the Company’s Checks / Mapping Class veteran driver
high standards Fingerprints SED pre-service Post-probation
Pre-employment class annual refresher
Automotive technicians and dispatch staff are also Drug Testing SED basic course training
required to participate in the company drug and alcohol
testing program and receive much of the same training
that is required of drivers and driver assistants
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 Highly Confidential – Not for Distribution

Overview of Contract Process

In NY State, contracts are won through responding to a General Contract Process
Request for Proposal (“RFP”) or Request for Bid (“RFB”)
In an RFP, the school districts must negotiate with the
highest scorer, while in an RFB, school districts must
negotiate with the lowest cost proposer
As safety and reliability are of utmost importance, the
industry has trended towards RFPs and price is seen as
less important to the overall contract Bidding Process

New Contracts
NY school contracts are generally issued, on an individual
basis, as:
Home-to-school (includes Private and Parochial,
Disabled and Special Needs) 1 – 5 Year
Contract
McKinney-Vento (homeless)
Summer School
Athletics and field trips
Each contract is separate and distinct and may not be
merged under NY law
Contracts can be entered into 1 – 5 year periods, with Contract
multi-year contract pricing quoted by the contractor and Expiration
not subject to CPI

Contract Renewals
Contracts under the NY State Department of Education
are renewable indefinitely in 1 to 5 year increments, as Renew at CPI or
negotiated Rebid
Contracts with Counties, such as Nassau and Suffolk,
have expiration dates and tend to be put out to RFP or bid
Suffolk has typically gone to RFP and Nassau has
typically gone to bid
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 Highly Confidential – Not for Distribution

New Contract Example

The South Country contract, which was previously being serviced by another company, was expiring in June 30, 2019 and
was put out for RFP

WE Transport was judged to be the preferred contractor and negotiated an annualized 11.8% price increase over the
previous contract in the first year alone while also securing additional price increases for the remaining term of the contract

WE Transport generally does not seek to significantly increase price all at once as districts may express budgetary concerns
In order to make price increases more palatable, WE Transport has been successful in blending price increases over a
period of time

South Country Contract(1)

Implied Contract Revenue Build & Comparison

Old Contract (2018/2019) New WE Contract (2019/2020) Year 1 Revenue Increase
Contract Hours Est. # of Buses Price Implied Revenue Price Implied Revenue ($) (%)
4.00 2 $7,199 $143,974 $7,900 $158,000 $14,026 9.7%
4.50 1 7,287 72,866 7,900 79,000 6,134 8.4%
5.00 11 7,287 801,525 8,200 902,000 100,475 12.5%
5.50 10 7,330 733,032 8,200 820,000 86,968 11.9%
6.00 19 7,386 1,403,407 8,200 1,558,000 154,594 11.0%
6hr matron 2 2,066 41,328 2,798 55,960 14,632 35.4%
Total Revenue $3,196,131 $3,572,960 $376,829 11.8%

Illustrative Annual Contract Revenue

Contract Hours Est. # of Buses 2019/2020 2020/2021 2021/2022 2022/2023 2023/2024
4.00 2 $158,000 $162,580 $167,280 $172,120 $177,100
4.50 1 79,000 81,290 83,640 86,060 88,550
5.00 11 902,000 928,070 954,910 982,520 1,011,010
5.50 10 820,000 874,600 899,900 925,900 952,700
6.00 19 1,558,000 1,661,740 1,805,000 1,852,500 1,892,400
6hr matron 2 55,960 57,580 59,240 60,940 62,700
Total Revenue $3,572,960 $3,765,860 $3,969,970 $4,080,040 $4,184,460
% Annual Price Increase 11.8% 5.4% 5.4% 2.8% 2.6% 20

(1) Contract converted from a dry fuel contract to a wet contract, driving additional profitability compared to the old contract
 Highly Confidential – Not for Distribution

Vehicle Equipment Summary

• WE Transport has long embraced technology, installing its first computers in 1983 and continuously advancing its
technological capabilities
• All vehicles are equipped with 2-way digital radios and almost all have the Child Check-Mate System
• The Company has exclusive use of its 2-way radio frequencies
• 1,126, or 56%, of the Company’s vehicles are equipped with GPS including almost all of its vans and SUVs
• All new vans and SUVs are equipped with industry leading Zonar GPS
• 1,677, or 83%, of WE’s vehicles are equipped with cameras
• All new vehicles added into the fleet are equipped with a 2-way Kenwood radio, the Child Check-Mate System and an
AngelTrax camera / accident event recorder
• Many buses and vans are equipped with flashing rooftop strobe lights that are extremely effective in inclement weather or low
light conditions

Vehicles with GPS by Location(1) Vehicles by Camera Type(2)

Zonar GPS % of Vehicles

Location Equipped # of Vehicles with GPS 92
Bedford 42 115 37%
Bridgeport 33 310 11%
Bronx 172 160 108% 611
Blue Point 149 185 81%
Elmont 54 115 47% 628
Plainview 162 190 85%
Medford 127 125 102%
Pineaire 174 185 94%
Islandia 109 180 61%
Hempstead 104 110 95% 346
Other - 354 0%
Total 1,126 2,029 55%
DV231-Rosco DV401-Rosco ANGEL TRAX - Vulcan Zentinel

21
(1) Number of vehicles by location is approximated and shifts around
(2) Approximately 352, or 17%, of WE’s vehicles do not have cameras
 Highly Confidential – Not for Distribution

Facilities and Terminals

WE Transport & Affiliates – List of Facilities and Terminals

Sq. Ft. of Year

Name of Facility Location Buildings of Operation Acreage
Plainview HQ/Dispatch/Shop Plainview, NY 40,000 Total, 11,200 Shop 2005 3.3 Acres
Plainview Parking Lot Plainview, NY 2014 1.45 Acres
Plainview Parking Lot Plainview, NY 2018 1.5 Acres
Z Yard Parking Lot Hicksville NY 2005 1 Acre
Hempstead Dispatch/Shop Hempstead, NY 7,500 Total, 2,222 Shop 2009 2 Acres
Elmont Dispatch Elmont, NY 2003
Garden City Park Garden City, NY 15,000 Total 2019 .75 Acres
Valley Stream Valley Stream, NY 15,000 Total 2019 2 Acres
Pine-Aire Dispatch Bay Shore, NY 1983 4.96 Acres
Fehr Way Shop Bay Shore, NY 10,300 Total, 9,000 Shop 1990s 1.1 Acres
Islandia Dispatch/Shop Islandia, NY 14,800 Total, 8,540 Shop 2017 3.3 Acres
Islandia Parking Lot Islandia, NY 2017
Waverly Dispatch/Shop Holtsville, NY 5,000 Total, 3,400 Shop 2004 6 Acres
Holtsville Parking Lot Holtsville, NY 2014 1 Acre
Blue Point Dispatch/Shop Holtsville, NY 6,000 Total, 4,500 Shop 2008 3.5 Acres
Bronx Dispatch Pelham Manor, NY 2,500 Dispatch 2013
Bronx Parking Lot Pelham Manor, NY 2013 4.53 Acres
Bronx Shop Bronx, NY 3,700 Shop 2013
Medford Medford, NY 13,000 Total 2019 12 Acres
Bedford Van Dispatch Mt Kisco, NY 1,000 Dispatch 2012 1 Acre
Bedford Bus Dispatch Bedford Hills, NY 2012 2 Acres
Bedford Shop Mt Kisco, NY 4,200 Shop 2018 .75 Acres
Bridgeport Shop/Dispatch Bridgeport, CT 40,000 Total, 18,000 Shop 2010 6 Acres
Bridgeport Training Lot Bridgeport, CT 2016 2 Acres 22
 Highly Confidential – Not for Distribution

Organizational Chart

Bart Marksohn Jerry Marksohn(1)

Helena Marksohn(1)
President & Chief Chief Information
Corporate Secretary
Financial Officer Officer

Carmen Tomeo Cynthia Reed

Chief Executive Chief Administrative
Officer Officer

Brian Marksohn
Robert Quinn
Director of Operations,
General Manager Corporate Controller
NYC and Westchester

Director of Director of Eastern

Maintenance Operations Payroll Manager

Director of
Connecticut Safety Manager Director of Human
Operations Resources

Director of Safety &

Insurance Claims and
Training
Administration

Director of Western
Operations

23
(1) Not involved in day-to-day operations

Company Leadership
Bart Marksohn
Bart Marksohn is the
President and Chief Financial
Officer of WE Transport and
grew up in the business
Bart started his career on the
ground floor of WE Transport,
assisting in repairs of buses
in the shop
Bart also worked outside of
WE as a stock broker
Bart’s background in finance
helped within the company,
where he was placed in
charge of tax matters and
financial decisions
Bart continues to be highly
involved with the business,
leading large contract
business development and
pricing, banking legal and tax
matters, evaluating bid and
RFP specs and overseeing
all financial matters, among
other things
Highly Confidential – Not for Distribution
Carmen Tomeo
Carmen Tomeo is the Chief
Executive Officer of WE
Transport and joined in 1997
Like the Marksohns, Carmen
grew up in the transportation
industry
Carmen is responsible for
companywide management
of all upper management
staff, broader corporate
strategy, labor contract
negotiations and routing and
pricing
With 40 years of experience
in the industry, Carmen has
deep expertise in
transportation and is a highly
respected executive in the
industry
Carmen is a certified
NYSVTL Article 19A
Examiner and a Board
Member of the NYSBCA
Cynthia Reed
Cynthia Reed is the Chief
Administrative Officer of WE
Transport and joined in 1995
As the Chief Administrative
Officer of the firm, Cynthia
oversees all administrative
functions including
accounting and payroll, P&L,
business costing analysis
and financial support for
union contract negotiations
Responsible for financial
statement preparation,
human resources, all aspects
of insurance and all financial
and administrative functions
Involved with pricing of large
contract acquisitions
Provides strategic and
costing analytics for all union
contract negotiations
Corporate compliance related
to wages, benefits and unions
Brian Marksohn
Brian is the Director of
Operations and Corporate
Treasurer of WE Transport
and joined in 2010
As the Director of Operations,
Brian directly manages
operational matters for NYC
and Westchester and handles
business development, real
estate matters, construction
and environmental matters
Prior to WE Transport, Brian
was Vice President at Trans
Tech Buses and with WE
Transport for five years prior
to that
Brian is deeply respected by
customers as a result of his
extensive knowledge and
high level of integrity
24
 Highly Confidential – Not for Distribution

Section IV.

INDUSTRY OVERVIEW

25
 Highly Confidential – Not for Distribution

Student Transportation Industry Overview

U.S. Outsourced Student Transportation Market Highlights

As of December 2018, the public student transportation

industry in the U.S. is a $12.0 billion market growing Contracts with low credit risk customers
steadily at 2.1% annually over the last five years
Approximately 39% of the market is dominated by the
High contract retention
three largest players:
» FirstGroup PLC (~21% market share)
Safety, safety and experience often valued more than
» National Express Group PLC (~12% market share) price
» Student Transportation, Inc. (~6% market share)
The top three companies are the only operators with Highly fragmented outside of the top three operators
fleets of over 10,000 buses each
There are only 13 other operators with over 1,000 buses,
making WE Transport one of the largest in the country 2018 U.S. School Bus Transportation Revenue by Service
The remaining outsourced market is operated by
1.1% 2.4%
thousands of small players
8.9%
The fragmented nature of the industry drives many
opportunities for bolt-on M&A acquisitions
In the U.S., school bus service providers are heavily
concentrated regionally, with the Mid-Atlantic accounting
for approximately 41% of operators
New York accounts for approximately 9% of industry
business
Operators prefer to be located in large, densely populated
87.6%
areas to capitalize on large student populations and
shorter distances Public Schools Private Schools School Employees Other Services

26
 Highly Confidential – Not for Distribution

NYC Market Overview

NYC Student Transportation NYC Students with an IEP

Given the Company’s scale and reputation in NY State,

WE Transport is a strong candidate for any new business
opportunities in the region
WE Transport is positioned for growth particularly in
NYC, where the population of special needs students is
highest and fast growing
The NYC Department of Education (“DOE”) has over 1.1
million students in its districts, including approximately
224,000 students with disabilities
NYC has more students than Los Angeles and Chicago
combined
The DOE spends over $1.3 billion annually to transport
its students, with special education accounting for
$886.5 million Student Enrollment in NYC Public Schools (000s)
24,000 students are referred annually for Individualized 1,150
1,142
Education Plans (“IEPs”)
1,140 1,134
The Department of Education is responsible for funding
the education of students who attend New York City 1,130
public schools, as well as those who attend charter 1,120
schools, universal pre-kindergarten programs in
community-based centers, special education pre-schools 1,110 1,104
and other non-public schools
1,100 1,094
Student enrollment in DOE schools has increased over
1,090
time, growing from 1.094 million students ages 4-21 in
school year 2012-2013 to 1.142 million in school year 1,080
2016-2017
1,070
FY2013 FY2014 FY2015 FY2017 27
 Highly Confidential – Not for Distribution

Competitive Overview
WE Transport has been highly successful in keeping and growing its business, having not experienced a
major customer loss in over 20 years
In fact, when WE Transport elects to put one of its contracts up for bid, most competitors decline to
compete as they have little chance of winning
As districts have experienced issues with the Company’s competitors with regards to financial failure,
safety and reliability, WE Transport is poised to pick up additional business over time
Furthermore, districts are more inclined to pursue RFP over RFB, giving WE Transport the ability to
displace incumbents while improving margins

The following companies are WE Transport’s principal competitors:

General Education Special Needs in NYC
Long Island Consolidated Bus Transit
Suffolk Transportation Logan Bus Company
National Express Selby Transportation
Huntington Coach Mar-Can Transportation
Logan Bus Jofaz Transportation, Inc.
Guardian Division
Baumann
Other
First Student (Connecticut)
DATTCO (Connecticut)
Royal Coach (Bedford)
Total Transportation
28
 Highly Confidential – Not for Distribution

Section V.

FINANCIAL OVERVIEW

29
 Highly Confidential – Not for Distribution

Illustrative Revenue Projections

Fiscal Year Actuals Forecast
Illustrative Financial Projections 2017A 2018A 2019A 2020F 2021F 2022F 2023F 2024F
Customer Revenue
NYC Dept of Education $20.2 $23.9 $21.8 $22.2 $23.0 $23.7 $24.4 $25.1
City of Bridgeport 19.0 19.5 20.4 20.8 21.1 21.4 21.7 22.0
Sachem 16.3 16.2 16.4 17.1 17.6 18.0 18.3 18.7
County of Suffolk - Dept of Health 14.1 14.6 14.6 14.8 15.2 15.5 15.8 16.1
County of Nassau - Preschool 10.0 9.7 10.4 10.5 10.8 11.0 11.2 11.4
Bedford 8.4 8.9 8.6 8.7 9.1 9.3 9.5 9.7
Smithtown 7.2 7.1 7.2 7.4 8.4 8.6 8.8 9.0
Sewanhaka 6.1 6.3 6.9 7.1 7.3 7.5 7.7 8.0
County of Suffolk - Dept of Social Services 6.5 6.7 6.3 6.4 6.6 6.7 6.7 6.8
Plainview-Old Bethpage 5.6 5.7 6.0 6.8 7.0 7.2 7.5 7.7
Eastern Suffolk Boces 3.6 3.2 4.0 5.0 5.2 5.3 5.5 5.7
Patchogue Medford 3.8 4.0 3.7 4.0 4.1 4.2 4.3 4.4
East Meadow 1.9 2.0 2.6 2.2 2.3 2.4 2.4 2.5
UCP of Greater Suffolk 2.3 2.2 2.1 2.1 2.2 2.2 2.2 2.2
Island Trees 1.5 1.6 1.7 1.7 1.7 1.8 1.8 1.8
Top 15 Customers $126.6 $131.6 $132.7 $136.8 $141.6 $144.7 $147.8 $151.0
Other Existing Customers 16.8 17.5 16.7 16.9 21.3 21.7 22.2 22.6
Incremental Opportunities
South Country 7.9 8.1 8.3 8.4 8.6
Veterans Transportation 13.2 13.5 13.7 14.0 14.3
New Preschool in South Country 0.4 0.4 0.4
Acquisitions 10.0 15.0 20.0
Total Revenues $143.4 $149.1 $149.4 $174.9 $184.5 $198.8 $207.8 $216.9
YoY Growth 4.0% 0.2% 17.1% 5.5% 7.8% 4.5% 4.4%

30
 Highly Confidential – Not for Distribution

Illustrative Financial Projections

Fiscal Year Actuals Forecast
Illustrative Financial Projections 2017A 2018A 2019A 2020F 2021F 2022F 2023F 2024F
Total Revenues $143.4 $149.1 $149.4 $174.9 $184.5 $198.8 $207.8 $216.9
YoY Growth 4.0% 0.2% 17.1% 5.5% 7.8% 4.5% 4.4%

Cost of Sales
Driver and Assistant Wages ($58.8) ($62.3) ($66.0) ($80.1) ($82.9) ($91.0) ($95.2) ($99.3)
Payroll Based Exp - Driver & Matron (14.8) (15.3) (15.3) (18.5) (19.1) (21.0) (22.0) (22.9)
Maintenance Wages and Benefits (7.4) (7.6) (8.0) (9.8) (10.1) (11.1) (11.6) (12.2)
Location Wages and Benefits (4.1) (4.4) (4.5) (5.6) (5.8) (6.4) (6.7) (6.9)
Location Department Expenses (1.3) (1.3) (1.5) (1.6) (1.6) (1.8) (1.9) (2.0)
Employee Recruitment (0.5) (0.6) (0.5) (0.7) (0.7) (0.7) (0.7) (0.7)
Transportation Fuel (4.4) (5.2) (5.6) (6.6) (6.7) (6.9) (7.0) (7.1)
Vehicle Related Expenses (13.6) (13.9) (14.3) (15.1) (15.4) (16.5) (16.9) (16.9)
Auto Insurance (4.9) (5.8) (5.4) (6.3) (6.6) (5.9) (6.0) (6.0)
Purchase Transportation (0.6) (0.1) (0.0) 0.0 0.0 (0.3) (0.3) (0.4)
Transportation Facilities Expense (4.7) (5.3) (5.1) (5.9) (6.0) (6.8) (7.1) (7.4)
Total Cost of Sales ($115.2) ($121.8) ($126.2) ($150.2) ($155.1) ($168.5) ($175.4) ($181.9)

Gross Margin $28.2 $27.3 $23.2 $24.7 $29.4 $30.3 $32.4 $35.0
Wages & Benefits (9.7) (9.0) (8.3) (8.5) (8.8) (9.1) (9.4) (9.8)
General & Administrative Expenses (2.9) (3.3) (3.6) (3.8) (3.9) (4.0) (4.0) (4.1)
EBIT $15.7 $15.1 $11.4 $12.4 $16.8 $17.3 $19.0 $21.2
(+) D&A 8.6 8.8 8.9 9.2 9.2 9.2 9.2 9.2
EBITDA $24.3 $23.8 $20.2 $21.6 $26.0 $26.5 $28.2 $30.4
(+) Officer Perks & Salaries 3.1 2.4 1.9 1.9 2.3 2.5 2.6 2.7
(+) Deferred Comp & Bonus 0.5 0.5 0.6 0.6 0.7 0.7 0.7 0.8
(+) Other Expense Adjustments 0.6 0.7 1.0 1.0 1.0 1.0 1.0 1.0
Adjusted EBITDA $28.4 $27.5 $23.7 $25.1 $29.9 $30.7 $32.5 $34.9
% Adj. EBITDA Margin 19.8% 18.4% 15.9% 14.4% 16.2% 15.4% 15.7% 16.1%

31
 Highly Confidential – Not for Distribution

Revenue Projections: Existing Customers

District Growth Assumptions Description
NYC Department of Education • Management estimates for FY20-21 • Operating under a 5-year contract; increases are greater than CPI as WE
• 3.0% increase annually from FY22-24 is passing through an offset to the wage increase
• Entire contract is special needs

City of Bridgeport • Management estimates for FY20-21 • Entered new 3 year contract in FY2019
• 1.5% increase annually from FY22-24 • Potential for expanding special needs

Sachem • Management estimates for FY20-21 • One of largest school districts on Long Island covered entirely by WE
• CPI from FY22-24

County of Suffolk – Department of • Management estimates for FY20-21 • Preschool special needs students under the age of five in Long Island
Health (Preschool) • CPI from FY22-24 • 3 year contract with two 3 year options to renew

County of Nassau – Preschool • Management estimates for FY20-21 • Stable preschool business
• CPI from FY22-24 • WE is the largest transporter of preschoolers on Long Island

Bedford • Management estimates for FY20-21 • Currently formalizing new 5 year contract with increases greater than CPI
• CPI from FY22-24

Smithtown • Management estimates for FY20-21 • Management estimates

• CPI from FY22-24 • WE is the favored contractor

Sewanhaka • Management estimates for FY20-21 • Growth plus CPI

• 3.0% increase annually from FY22-FY24

County of Suffolk – Department of • Management estimates for FY20-21 • Bus transportation for homeless students
Social Services (Homeless Students) • 1.0% increase annually from FY22-24 • Tends to grow more in economic downturn

Plainview – Old Bethpage • Management estimates for FY20-21 • New 5 year contract that began in FY2019
• 3.0% increase annually from FY22-FY24 • Fuel included in contract price effective 9/1/2019

Eastern Suffolk Boces • Management estimates for FY20-21 • WE continues to see volume growth
• 3.0% increase annually from FY22-FY24 • Primarily special needs

Patchogue Medford • Management estimates for FY20-21 • Based on service provided and growth prospects in the district
• CPI from FY22-FY24

East Meadow • Management estimates for FY20-21 • WE is a preferred service provider; special needs business
• CPI from FY22-FY24

UCP of Greater Suffolk • Management estimates for FY20-21 • WE’s price increases are offset by shrinking size of state funding
• Flat from FY22-FY24

Island Trees • CPI • Service expected to remain flat as this is not a growing district

Other Customers • CPI • Growth in recent years is expected to stabilize going forward 32
 Highly Confidential – Not for Distribution

Projected Costs & Preliminary Add-backs

Cost of Goods Sold In recent years, a significant increase in labor expenses in NY State has contributed to declining gross margins across the
industry
An increase in wages from FY2017 to FY2019 has decreased gross margin from 19.7% to 15.5%

WE’s reputation and negotiating strength in the market is expected to allow for margins to recover over the projection
period as contracts are negotiated
Material COGS expenses are based on management’s estimates for FY20-21 and to be consistent with the FY2020
percentage of revenue going forward

Other Expenses & Cost Administrative wages and benefits are projected to increase modestly from 2019 – 2024
Reduction Opportunities

General and administrative expenses are projected to increase at 2% annually

Depreciation and amortization expense is projected to remain flat

Officer Perks & Salaries A preliminary analysis was conducted by the Company in order to determine officer salaries and benefits that would not
exist after a sale

For FY2019A, the add-backs equate to $2.4 million in officer salaries and $0.5 million in officer perks

Given that these officer perks & salaries are imbedded in the operating expense projections, add-backs are projected
based on the officer perks & salaries as a percentage of operating expenses in CY2018A

Other Add-backs Deferred compensation and bonuses are projected consistent with officer perks & salaries

Other expense adjustments are minor add-backs including any extraordinary items, consulting fees and health insurance,
among others. These expenses are projected to remain flat
33
 Highly Confidential – Not for Distribution

Historical EBITDA Adjustments

Fiscal Year
EBITDA Adjustments 2017A 2018A 2019A
Owner Salary Adjustments $1,821 $1,312 $1,312
Executive Salary & Bonus Adjustment 1,262 1,033 595
Key Employee Severance - 41 2
Total Compensation Adjustments $3,083 $2,386 $1,909

Social Security & Medicare 57 50 44

401(k) Company Match 28 31 28
Medical Insurance 48 56 55
Executive Travel 45 57 45
Legal Fees 193 273 206
Accounting Fees 76 12 121
Consulting Fees 50 93 59
Consulting Fees-AppGeo Project - 101 279
NYC General Business Tax - - 115
Amortization - NYC Summer Contract 63 63 63
Owners' Vehicle Related Expenses 225 225 225
Executive/Owner Perks 275 300 325
Total Other Adjustments 1,060 1,261 1,565

Adjustments to EBITDA $4,143 $3,647 $3,474

34
 New Jersey North Carolina Houston
New York City
336 Main Street 212 South Tryon Street 3939 Essex Lane
900 Third Avenue
P.O Box 1005 Suite 1685 Suite 400
33rd Floor
Bedminster, NJ 07921 Charlotte, NC 28281 Houston, TX 77027
New York, NY 10022
908.234.2373 704.714.1240 832.730.1951
201.909.8400

carlmarksadvisors.com