Highly Confidential – Not for Distribution

WE
CARL
MAR
KS
ADVISORS

Confidential Information Memorandum

WE Transport, Inc.
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
“Company”). The Company has retained Carl Marks Advisors (“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 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 information should be submitted or directed to Carl 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 with respect to such information, and neither the Company nor Carl Marks 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 projections (including any forecasted financial information), and neither the Company nor Carl Marks make
any 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
which it has been obtained are reliable. Carl Marks and the Company cannot guarantee the accuracy of such information, however,
and Carl Marks has not independently verified the assumptions on which such information is based.
» 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 any time, and neither Carl Marks nor the Company undertakes any obligation to provide the recipient with access to
any additional 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 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 wf
eder@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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 Highly Confidential – Not for Distribution

Section I.

EXECUTIVE SUMMARY

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Executive Summary
 WE Transport, Inc. (“WE Transport” or the “Company”) is one of the largest and most respected privately held school bus
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 Walter and Edith Marksohn became student transportation operators with one blue Oldsmobile,
WE Transport 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
 WE 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 success is the Company’s culture of going above and beyond expectations, allowing WE
Transport 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 Transport is perfectly poised for both organic growth and absorbing accretive acquisitions

 Carl Marks Advisors has been retained by WE 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 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 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 135 highly skilled support staff with many years of experience in transportation and logistics
Over the past three years, WE 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 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 inHistorical
the higher& payroll environment
Projected Financials and WE Transport renegotiates its contracted
($mm)
bus rates
$250 25%
$222.8
19.8% $212.4
18.4% $202.1
$200 $174.9
$184.5 20%
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 7
Margin
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Company History
 Since being established in 1959, WE 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
 Since the team of Bart, Carmen, Cynthia and Jerry was formed in 1998/1999, WE 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 2013: WE
through one crosses $100MM
acquisition and a in LTM sales; FY20 Sales:
wins significant $174.9MM
new contract
1990: Bart and expansion
siblings take over contract in NYC
business from
their parents 2012: WE adds
new depot and
expands into 2019: WE completes
1959: Formed by Walter Westchester Veterans acquisition
2010: WE
and Edith Marksohn FY97 Sales: $35.1MM and awarded major
successfully
1983: WE 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
Relations
hips and
Pricing 2
6
Power
Significant
Best-in-Class
Organic &
Safety Track
Acquisition
Record and
Growth
Expertise
Opportunitie
s

5 3

Strategically Leading
Located Real Special
Estate Needs
Provider
4

Young and
High
Quality
Fleet

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 Highly Confidential – Not for Distribution

1 Long Customer Relationships and Pricing Power

 WE Transport’s long track record of safety and its Top 15 Customer Relationships
reputation as the contractor of choice has allowed Revenue Start of Years as
the Company to realize price increases while Customer Name 2019 Relationship Client
maintaining 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 Transport’s Sachem 16.4 2003 17
top 15 customers (representing 89% of FY2019 County of Suffolk - Dept. of Health 14.6 1993 27
County of Nassau - Preschool 10.4 1997 23
revenue) have been clients for an average of 24.4 years Bedford 8.6 2012 8
Smithtown 7.2 1987 33
 WE Transport has not lost a contract where it was Sewanhaka 6.9 2003 17
the 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 Eastern Suffolk Boces 4.0 1960/1970 49-59
have allowed quality providers like WE 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 Island Trees 1.7 1974 46
Top 15 Customer Total $132.7 24.4
periods, 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
Category Weight
periods at CPI
Previous Student Transport Experience 15
In nearly all instances, the school district offers to Management in Performance of Contracts 10
renew contracts with WE, giving the Company the Safety Program 10
Accident History 5
 choice to renew or put the contract out for rebid Record of Drivers 5
Contractors who want to increase prices at more than Fleet Inspection Record 10
CPI at the end of a contract can reject the extension and Maintenance Schedule of Vehicles 5
Financial Analysis 10
compete for a new contract with new pricing quoted by Insurance Requirements 5
 the contractor Cost - Prorated Based on Percentage Over Lowest Cost(1) 25
As illustrated in the RFP scoring example, cost Total 100
represents only one component of the multitude of criteria
used to select the contractor 11
(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
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 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 Employee Expertise

 Over the past three years, WE Transport’s Bus Safety  WE Transport’s competitive advantage starts with its
Information Network score has averaged 98%, well above workforce. Due to highly restrictive regulations and an
the 90% the New York State Department of approval process that can take months for new drivers, it
Transportation considers to be adequate is challenging for new providers to enter a market and
 The Company employs over 35 trained safety attract drivers away from an existing provider
professionals on staff, providing better and more consistent  WE Transport’s maintenance locations are staffed with
training and quality control than bus operators who use highly skilled technicians
third party services  With preventative maintenance at the core of the
 To achieve its drug and alcohol testing requirements that Company’s safety procedures, WE Transport maintains an
exceed those of even the Federal DOT, WE Transport 18:1 technician to bus ratio allowing for each vehicle to get
has seven Certified Alcohol Saliva Testing Technicians the attention it needs
(“STT”) on staff  Approximately 89% of the Company’s workforce are
 WE Transport also employs a NY State Certified Master members of a union
Instructor that has been with the Company for 15+ years  WE Transport has never had a strike and enjoys
 Over the past several years, WE Transport has excellent labor relations
minimized motor vehicle accidents by utilizing a trends  Tenure is extremely high, and the Company has a large
and patterns analysis to determine causation, frequency
and driving habits that lead to avoidable collisions number of long tenured employees with decades
experience
of with the organization
 WE Transport’s training & safety  Employees at WE tend to stay long-term because they
professionals incorporated the results into
targeted training are well compensated and have higher flexibility
their
onhours 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, 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 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 busin ess has grown 13
since
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 2,029 vehicle fleet consists of 851 big buses, WE Vehicles
913 mini buses and vans, 134 wheelchair equipped vehicles,
58 SUVs, 37 service vehicles and 36 cars Useful
 WE Transport has maintained a high quality fleet of Class Units Life (in
buses through targeted reinvestment and purchases Years)
Bus 851 18
Mini Buses and Vans 913 12
 As a result, the Company has one of the youngest fleets W/C 134 10
in SUV 58 7
 the
Theindustry
owners also manufacture buses, delivering an Service 37
Car 36
alignment of interests and quality control(1)
Total WE Vehicles 2,029
 WE 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 Transport
has (1)
 one of the youngest fleets in the industry
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

 WE Transport has gained a competitive advantage due to its large, strategically located terminals and facilities
 Properties such as the ones used by WE Transport 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 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 Transport has
The real estate is owned by the current owners of WE 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
 WE Transport operates 13 dispatch and maintenance facilities,
alreadyallowing the Company to service dozens of school districts,
municipalities and not-for-profit organizations in
includes market rent paid to these properties the New York metro area
 As one of the largest contractors on Long Island with an expansive geographical footprint, WE 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
Bluepoin Elmont
t Valley Stream
Holtsvill Garden City
e
New York City Park
Connecticut
Medfor
dBronx Bridgeport
Westchester
Bedford
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 Highly Confidential – Not for Distribution

6 Significant Growth Opportunities

Organic Growth Opportunities Acquisition Opportunities
 WE Transport is ideally positioned to expand organically  WE Transport is ideally suited to be a platform
in its regions (Long Island, Connecticut, Westchester, for acquisitions in the student transportation
NYC) space
 Lower performance metrics of competitors allows  Given WE Transport’s scale and operational efficiency,
WE Transport to win contracts without having to be significant opportunity exists to acquire smaller
the lowest bidder companies and enhance profitability by consolidating
 RFPs are not primarily price driven. A company’s operations
performance, safety and financial stability are  The Company recently completed an acquisition in NY
considered to be more important in winning State that helped expand into new routes while providing
contracts crucial real estate for growth
 Due to the Company’s commitment to service, WE has Prospective Acquisition Targets
not All County Bus, LLC Jofaz Transportation, Inc.
had a material customer loss in over two decades Acme Bus / Baumann Bus IC Bus, Inc.

 The decline in performance of certain competitors in Careful Bus Philip Bus Corp.
B&F Skilled, Inc. Mar-Can Transportation
WE’s region and the aging of ownership of other bus
companies are likely to create further upside potential
Chappaqua Transportation, Inc. R&C Transit, Inc.
Don Thomas Buses, Inc. Safe Coach, Inc.
NYC Expansion First Steps Transportation, Inc. Selby Transportation, Corp.
 WE Transport has a huge opportunity to expand in NYC GVC, Ltd. Thomas Buses, Inc.
by capitalizing on its strong reputation and using its Hoyt Transportation Corp.
special needs business as a foothold to penetrate the $1.3
billion 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.

OPERATION OVERVIEW
S

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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, Applicant Employee
Interview Orientation Probationary
driver assistants, auto technicians, dispatchers and Period
support 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, Vehicle Record compliance veteran driver
and sign-on bonuses to recruit candidates Review  Behind-the-  Road observation
 Background Wheel 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- training
assessment is made and details of their job service class
applications are screened for experience and  SED basic course
suitability

Both drivers and driver assistants undergo Driver Assistant Hiring Process
extensive interviews, orientation and training

Classroom instruction includes student management, Employee
special-needs training, loading/unloading, emergency Applicant Employee
Interview Orientation Probationary
evacuation, wheelchair securement, car seats and Period
safety vests
  Skills Assessment  Classroom  Assigned route
New drivers observe veteran drivers and are observed  Background Instruction training with
by safety supervisors until they demonstrate an ability to Checks /  Mapping Class veteran driver
follow the routes correctly and adhere to the Company’s Fingerprints  SED pre-service  Post-probation
 Pre-employment class annual refresher
high standards Drug Testing
  SED basic training
Automotive technicians and dispatch staff are also course
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 18
 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 Expiration
and 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 19
 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
Hempstea 109 180 61%
d Other 104 110 95% 346
- 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

Chief Executive 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
 Highly Confidential – Not for Distribution

Company Leadership

Bart Marksohn Carmen Tomeo Cynthia Reed Brian Marksohn

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

Section IV.

INDUSTR OVERVIEW
Y

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 steadily at 2.1% annually over the last five
 Contracts with low credit risk customers
years
Approximately 39% of the market is dominated by  High contract retention
the three largest players:
» FirstGroup PLC (~21% market share)
Safety, safety and experience often valued more
» National Express Group PLC (~12% market  than
» share) Student Transportation, Inc. (~6% market price

 Theshare)
top three companies are the only operators with
fleets of over 10,000 buses each
 Highly fragmented outside of the top three operators
 There are only 13 other operators with over 1,000
buses, making WE Transport one of the largest in the 2018 U.S. School Bus Transportation Revenue by Service
country

1.1% 2.4%
The remaining outsourced market is operated by
8.9%
thousands of small players

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

87.6%
Operators prefer to be located in large, densely
populated areas to capitalize on large student Public Schools Private Schools School Employees Other Services
populations and shorter distances
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 Student Enrollment in NYC Public Schools (000s)
$886.5 million
 1,150
1,142
24,000 students are referred annually for
Individualized 1,140 1,134
 Education Plans (“IEPs”)
1,130
The Department of Education is responsible for funding
1,120
the education of students who attend New York City
public schools, as well as those who attend charter 1,110 1,104
schools, universal pre-kindergarten programs in
1,100 1,094
community-based centers, special education pre-

schools and other non-public schools 1,090
Student enrollment in DOE schools has increased 1,080
over time, growing from 1.094 million students ages 4-
21 in school year 2012-2013 to 1.142 million in school 1,070
FY2013 FY2014 FY2015 FY2017 27
year
2016-2017
 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
2020F 2021F 2022F 2023F 2024F
IllustrativeRevenue
Customer Financial Projections 2017A 2018A 2019A
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 0.4 0.4 0.4
Country 10.0 15.0 20.0
Acquisitions
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
2020F 2021F 2022F 2023F 2024F
Illustrative Financial Projections 2017A 2018A 2019A
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- • Potential for expanding special needs
Sachem • 24
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
Health (Preschool) • CPI from FY22-24 • Island
County of Nassau – Preschool • Management estimates for FY20-21 • 3Stable
year contract with
preschool two 3 year options to renew
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 from FY22-24 CPI
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-
County of Suffolk – Department of • FY24
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- • Fuel included in contract price effective
Eastern Suffolk Boces • FY24
Management estimates for FY20-21 • 9/1/2019
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
• CPI from FY22-FY24 district
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
• Flat from FY22-FY24 funding
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 32

forward
 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- - 101 279
AppGeo Project - - 115
NYC General 63 63 63
Business Tax 225 225 225
Amortization - 275 300 325
NYC Summer
Total Other Adjustments
Contract 1,060 1,261 1,565
Owners' Vehicle
Adjustments to EBITDA
Related $4,143 $3,647 $3,474
Expenses
Executive/Owner
Perks

34
 Houston

CARL
New York City New Jersey North Carolina
336 Main Street 212 South Tryon Street 3939 Essex Lane
900 Third Avenue
P.O Box 1005 Suite 1685 Suite 400
33rd Floor

MARK 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

S carlmarksadvisors.com
ADVISORS