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Item 9A. Controls and Procedures

2022-03-11 compared with 2021-03-05 · 31 added, 18 removed, 126 unchanged (28% of the section changed)

5 unchanged sentences

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2020 based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on our assessment under the framework in Internal Control – Integrated Framework , our management concluded that our internal control over financial reporting was effective as of December 31, 2020.

Grant Thornton LLP, our independent registered public accounting firm, has issued an opinion on our internal control over financial reporting.

This opinion appears in the Report of Independent Registered Public Accounting Firm set forth below.

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2021 based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on its assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2021.

Grant Thornton LLP, an independent registered public accounting firm, audited our consolidated financial statements included in this report and our internal control over financial reporting, and the firm's report on our internal control over financial reporting are set forth below.

As permitted by the SEC rules, management's assessment and conclusion on the effectiveness of the Company's internal control over financial reporting as of December 31, 2021, excludes an assessment of internal control over financial reporting of HSS and Global Parts, acquired in March 2021 and July 2021, respectively.

HSS and Global Parts combined total assets, excluding goodwill and intangible assets, and revenues represented 5.6% and 7.8%, respectively, of our consolidated financial statement amounts as of and for the year ended December 31, 2021.

Change in Internal Controls

8 unchanged sentences

Basis for opinio n

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

5 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Global Parts Group, Inc.

(“Global Parts”) and HAECO Special Services, LLC (“HSS”), wholly-owned subsidiaries, whose combined financial statements reflect total assets, excluding goodwill and identifiable intangible assets, and revenues constituting 5.6% and 7.8%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

As indicated in Management’s Report, Global Parts and HSS were acquired during 2021.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Global Parts and HSS.

Definition and limitations of internal control over financial reporting

9 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Except as otherwise indicated below, the information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K has been omitted in reliance of General Instruction G(3) to Form 10-K and is incorporated herein by reference to our definitive proxy statement to be filed with the SEC not later than 120 days after December 31, 2021 in respect of the Annual Meeting of VSE's stockholders scheduled to be held on May 4, 2022 (the "Proxy Statement").

14 unchanged sentences

The following financial statement schedule is included herein:

Sc hedule II - Valuation and Qualifying Accounts

Schedule II - Valuation and Qualifying Accounts

All other schedules have been omitted because they are not applicable, not required, or the information has been otherwise supplied in the financial statements or notes to the financial statements.

9 unchanged sentences

Year ended December 31, 2020 396 1,767 (2) — 670 1,493

Year ended December 31, 2019 79 244 148 75 396

Valuation allowance for deferred tax assets

1 unchanged sentence

Year ended December 31, 2020 1,165 6,761 (3) — — 7,926

Year ended December 31, 2019 107 1,165 — 107 1,165

(1) Represents opening allowance balance related to acquisition made during the period indicated.

7 unchanged sentences

3.1 Restated Certificate of Incorporation of VSE Corporation dated as of March 4, 1996 (filed herewith)

3.2 C ertificate of Amendment of the Restated Certificate of Incorporation of VSE Corporation dated as of May 2 , 2006 (Exhibit 3.

1 to Form 10- Q dated August 1,2006)

3.2 Certificate of Amendment of the Restated Certificate of Incorporation of VSE Corporation dated as of May 2, 2006 (Exhibit 3.1 to Form 10-Q dated August 1, 2006)

3.3 By-Laws of VSE Corporation as amended through July 31, 2013 (Exhibit 3.1 to Form 8-K dated August 23, 2013)

2 unchanged sentences

4.2 Description of VSE Corporation Securities Registered Pursuant to Section 12 of the Securities Act of 1934 (filed herewith)

10.1 Employment Agreement dated as of July 1, 2004, by and between VSE Corporation and Thomas R.

Loftus (Exhibit 10.1 to Form 10-Q dated July 30, 2004)

10.2 Severance and Mutual Protection Agreement dated as of November 7, 2008, by and between VSE Corporation and Thomas M.

Kiernan (Exhibit 10.3 to Form 10-K dated March 3, 2009)

10.3 Employment Agreement dated as of March 15, 2019, by and between VSE Corporation and John A.

Cuomo (Exhibit 10.1 to Form 8-K dated March 9, 2019)

10.1 Separation and Release Agreement dated as of April 26, 2021, by and between VSE Corporation and Thomas M.

Kiernan (Exhibit 10.1 to Form 10-Q dated April 29, 2021)

10.2 Executive Employment Agreement dated as of September 24, 2019, by and between VSE Corporation and Robert Moore (Exhibit 10.1 to Form 8-K dated September 27, 2019)

10.5 Executive Employment Agreement dated as of September 21, 2020 by and between VSE Corporation and Benjamin Thomas (Exhibit 10.1 to Form 8-K dated September 23, 2020)

10.6 Executive Employment Agreement dated as of October 14, 2020 by and between VSE Corporation and Stephen D.

Griffin (Exhibit 10.1 to Form 8-K dated October 16, 2020)

10.3 Executive Employment Agreement dated as of July 28, 2021, by and between VSE Corporation and Farinaz S.

(Exhibit 10.1 to Form 8-K dated July 30, 2021

10.4 Amended & Restated Executive Employment Agreement dated as of December 7, 2021, by and between VSE Corporation and John A.

Cuomo (Exhibit 10.1 to Form 8-K dated December 9, 2021)

10.5 Amended & Restated Executive Employment Agreement dated as of December 7, 2021, by and between VSE Corporation and Stephen D.

Griffin (Exhibit 10.2 to Form 8-K dated December 9, 2021)

10.6 Amended & Restated Executive Employment Agreement dated as of December 7, 2021, by and between VSE Corporation and Benjamin E.

Thomas (Exhibit 10.3 to Form 8-K dated December 9, 2021)

10.7 Executive Employment Agreement dated as of December 7, 2021, by and between VSE Corporation and Chad Wheeler (Exhibit 10.4 to Form 8-K dated December 9, 2021)

10.8 Fourth Amended and Restated Business Loan and Security Agreement dated January 5, 2018 among VSE Corporation and its wholly owned subsidiaries, Citizens Bank N.A.

4 unchanged sentences

and certain other banks (Exhibit 10.1 to Form 10-Q dated July 31, 2020.)

10.11 Third Amended and Restated Business Loan and Security Agreement dated July 23, 2021 among VSE Corporation and its wholly owned subsidiaries, Citizens Bank N.A.

and certain other banks (Exhibit 10.1 to Form 10-Q dated July 29, 2021)

10.12 Lease Agreement by and between Metropark 7 LLC and VSE Corporation (Exhibit 10.2 to Form 8-K dated November 4, 2009)

10.13 VSE Corporation Deferred Supplemental Compensation Plan effective January 1, 1994 as amended by the Board through March 9, 2004 (Exhibit 10.2 to Form 10-Q dated April 28, 2004)

10.14 VSE Corporation 2006 Restricted Stock Plan, as amended in February 2020

10.15 VSE Corporation 2021 Employee Stock Purchase Plan (Appendix A to the Registrant’s Proxy Statement on Schedule 14A (Commission File No.

000-03676) filed on April 2, 202 1

21.1 Subsidiaries of the Registrant

23.1 Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm

23.2 Consent of Ernst and Young LLP, Independent Registered Public Accounting Firm

31.1 Section 302 CEO Certification

37 unchanged sentences

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 9A. Controls and Procedures