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Item 5. Market for Registrant’s Common Equity

2021-03-05 compared with 2020-03-09 · 37 added, 22 removed, 29 unchanged (67% of the section changed)

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

VSE common stock, par value $0.05 per share, is traded on the NASDAQ, trading symbol, "VSEC," Newspaper listing, "VSE."

(a) Common Stock - Dividend Paid Per Share

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

Common Stock - Dividend Paid Per Share

Dividend Paid Per Share

Quarter Ended 2020 2019

As of February 1, 2020, VSE common stock, par value $0.05 per share, was held by approximately 229 stockholders of record.

March 31 $ 0.09 $ 0.08

June 30 0.09 0.09

September 30 0.09 0.09

December 31 0.09 0.09

For the Year $ 0.36 $ 0.35

As o f February 1, 2021, VSE common stock, par value $0.05 per share, was held by approximately 226 stockholders of record.

The number of stockholders of record is not representative of the number of beneficial holders because many of VSE's shares are held by depositories, brokers or nominees.

Pursuant to our bank loan agreement, as discussed in Note 8, Debt, of "Notes to Consolidated Financial Statements" in Item 8 of this Form 10-K, the payment of cash dividends is subject to annual restrictions.

Pursuant to our bank loan agreement, as discussed in Note (8) "Debt" to our Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K, the payment of cash dividends is subject to annual restrictions.

We have paid cash dividends each year since 1973 and have increased our dividend each year since 2004.

(d) Certain Sales and Repurchases of VSE Common Stock

During the fiscal year covered by this Form 10-K, VSE did not sell any of its equity securities that were not registered under the Securities Act of 1933, as amended.

During the fourth quarter of the fiscal year covered by this Form 10-K, no purchases of equity securities of VSE were made by or on behalf of VSE or any "affiliated purchaser" (as defined in Rule 10b-18 (a)(3) under the Securities Exchange Act of 1934, as amended) other than 28,503 shares of our restricted common stock that were voluntarily forfeited to VSE by participants in its 2006 Restricted Stock Plan to cover their personal tax liability for restricted stock awards under the VSE Corporation 2006 Restricted Stock Plan (the "2006 Restricted Stock Plan").

(e) Equity Compensation Plan Information

We have two compensation plans approved by our stockholders under which our equity securities are authorized for issuance to employees and directors:

(i) the VSE Corporation 2004 Non-Employee Directors Stock Plan and (ii) the 2006 Restricted Stock Plan.

As of December 31, 2019 , 127,427 shares of VSE common stock were available for future issuance under the VSE Corporation 2004 Non-Employee Directors Stock Plan and 310,086 shares of VSE common stock were available for future issuance under the 2006 Restricted Stock Plan.

Certain Sales and Repurchases of VSE Common Stock

During the fiscal year covered by this Form 10-K, VSE did not sell any of its equity securities that were not registered under the Securities Act.

During the fourth quarter of the fiscal year covered by this Form 10-K, no purchases of equity securities of VSE were made by or on behalf of VSE or any "affiliated purchaser" (as defined in Rule 10b-18 (a)(3) under the Exchange Act) other than 25,859 shares of our restricted common stock that were voluntarily forfeited to VSE by participants in its 2006 Restricted Stock Plan to cover their personal tax liability for restricted stock awards under the VSE Corporation 2006 Restricted Stock Plan (the "2006 Restricted Stock Plan").

Equity Compensation Plan Information

We have one compensation plan approved by our stockholders under which our equity securities are authorized for issuance to employees and directors:

the 2006 Restricted Stock Plan.

The following table sets forth the amounts of securities authorized for issuance under the 2006 Restricted Stock Plan as of December 31, 2020.

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders — $ — 725,945

Equity compensation plans not approved by security holders — $ — —

Total — $ — 725,945

See Note (10) "Stock-Based Compensation Plans" to our Consolidated Financial Statements included in Item 8 of this annual report on Form 10-K for additional information regarding the 2006 Restricted Stock Plan.

Performance Graph

Set forth below is a line graph comparing the cumulative total return of VSE common stock with (a) a performance index for the broad market, the NASDAQ Global Select Market, on which VSE common stock is traded, (b) a published industry index (our industry group is engineering and technical services (formerly SIC Code 8711)) that we have used historically (the "previous" peer group) and (c) a self-constructed peer group that we intend to use going forward (the "current" peer group).

The current peer group is comprised of other public companies that operate in industries or lines of businesses similar to ours.

Set forth below is a line graph comparing the cumulative total return of VSE common stock with (a) a performance index for the broad market, the NASDAQ Global Select Market, on which VSE common stock is traded and (b) a the Company's peer group which is comprised of other public companies that operate in industries or lines of businesses similar to ours.

These companies include Heico Corporation, Dorman Products, Inc., Navistar International Corporation, Vectrus, Inc., ManTech International Corporation, and CACI International Inc.

The change in the peer groups was made as we believe the current peer group companies are representative examples of similarly situated competitors based on our operating segments.

The companies in the Peer Group have been weighted based on their relative market capitalization each year.

4 unchanged sentences

Performance Graph Table

2015 2016 2017 2018 2019 2020

VSE 100 125.82 157.85 98.18 126.24 129.43

NASDAQ Composite 100 108.87 141.13 137.12 187.44 271.64

Current Peer Group

Previous Peer Group

Peer Group 100 163.24 193.41 199.86 274.02 315.43

Selected Financial Data

5 unchanged sentences

Years ended December 31,

Net income (1)

2020 2019 2018 2017 2016

Revenues $ 661,659 $ 752,627 $ 697,218 $ 760,113 $ 691,790

Net (loss) income (1)

$ (5,171) $ 37,024 $ 35,080 $ 39,096 $ 26,793

Basic earnings per share:

Net income (1)

Net (loss) income (1)

$ (0.47) $ 3.38 $ 3.23 $ 3.61 $ 2.48

Diluted earnings per share:

Net income (1)

Net (loss) income (1)

$ (0.47) $ 3.35 $ 3.21 $ 3.60 $ 2.47

Cash dividends per common share $ 0.36 $ 0.35 $ 0.31 $ 0.270 $ 0.235

(1) 2019, 2018 and 2017 Net income and basic and diluted earnings per share were impacted by the Tax Cuts and Jobs Act.

See Note 11 "Income Taxes" to our Consolidated Financial Statements included below in Item 8.

(1) Net income and basic and diluted earnings per share prior to 2017 were not impacted by the Tax Cuts and Jobs Act.

As of December 31,

2020 2019 2018 2017 2016

Working capital $ 215,729 $ 191,158 $ 176,342 $ 134,563 $ 110,021

Total assets $ 780,081 $ 845,864 $ 638,828 $ 629,013 $ 661,839

Long-term debt $ 230,714 $ 253,128 $ 151,133 $ 165,614 $ 193,621

Long-term operating lease obligations $ 22,815 $ 24,441 $ — $ — $ —

Long-term lease obligations $ — $ — $ 18,913 $ 20,581 $ 21,959

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity