What changed in this filing

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Item 9A. Controls and Procedures

2025-03-03 compared with 2024-03-08 · 38 added, 25 removed, 145 unchanged (30% of the section changed)

11 unchanged sentences

Based on the assessment, management has concluded that its internal control over financial reporting was effective as of December 31, 2024.

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, 2023, excludes an assessment of internal control over financial reporting of Desser Aerospace, acquired on July 3, 2023.

Desser Aerospace represents total assets, excluding goodwill and intangibles related to the acquisitions, and revenues constituting 4% and 6%, respectively, of our consolidated total assets and total revenues as of and for the year ended December 31, 2023.

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, 2024, excludes an assessment of internal control over financial reporting of TCI and Kellstrom Aerospace, acquired on April 24, 2024 and December 3, 2024, respectively.

TCI and Kellstrom Aerospace represent total assets, excluding goodwill and intangibles related to the acquisitions, and revenues constituting 15% and 9%, respectively, of our consolidated total assets and total revenues as of and for the year ended December 31, 2024.

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.

4 unchanged sentences

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Board of Directors and Shareholders

VSE Corporation

12 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 Desser-Graham Partnership, L.P.

(“Desser Aerospace”), a wholly-owned subsidiary, whose financial statements reflect total assets, excluding goodwill and intangibles related to the acquisition, and revenues constituting 4 and 6 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

As indicated in Management’s Report, Desser Aerospace was acquired during 2023.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Desser Aerospace.

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

("TCI") and Kellstrom Aerospace Group, Inc.

("Kellstrom Aerospace"), both wholly-owned subsidiaries, whose combined financial statements reflect total assets, excluding goodwill and intangibles related to the acquisition, and revenues constituting 15 and 9 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

As indicated in Management’s Report on Internal Control Over Financial Reporting, TCI and Kellstrom Aerospace were both acquired during 2024.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of TCI and Kellstrom Aerospace.

Definition and limitations of internal control over financial reporting

6 unchanged sentences

/s/ GRANT THORNTON LLP

Arlington, Virginia

Charlotte, North Carolina

March 3, 2025

24 unchanged sentences

Schedule II - Valuation and Qualifying Accounts

Year Ended December 31,

For the years ended December 31,

2024 2023 2022

3 unchanged sentences

3,922 1,484 2,084

Additions charged to other accounts (a)

( 910 ) ( 54 ) ( 1,742 )

Allowance as of end of year $ 6,461 $ 3,449 $ 2,019

Year Ended December 31,

For the years ended December 31,

2024 2023 2022

3 unchanged sentences

Additions charged to other accounts (a)

8,875 1,494 —

Allowance as of end of year $ 19,301 $ 9,906 $ 8,337

(a) 2024 activity primarily includes the valuation allowance established from the Kellstrom Aerospace acquisition.

EXHIBIT INDEX

6 unchanged sentences

3.3 Certificate of Amendment of the Restated Certificate of Incorporation of VSE Corporation dated as of May 4, 2022 (Exhibit 3.1 to Form 10-K dated March 10, 2023)

3.4 B y-Laws of VSE Corporation as am ended through October 22, 2022 (Exhibit 3.4 to Form 10 - Q dated July 27, 2023)

3.4 By-Laws of VSE Corporation as amended through October 22, 2022 (Exhibit 3.4 to Form 10-Q dated July 27, 2023)

3.5 Amendment No.

3 to the By-Laws of VSE Corporation as amended through October 1, 2022 (Exhibit 3 .2 to F orm 10-K dated March 10, 2023)

3 to the By-Laws of VSE Corporation as amended through October 1, 2022 (Exhibit 3.2 to Form 10-K dated March 10, 2023)

4.1 Specimen Stock Certificate as of May 19, 1983 (Exhibit 4 to Registration Statement No.

5 unchanged sentences

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

10.3 Amended and Restated Executive Employment Agreement, dated December 17, 2024, between John A.

Cuomo and VSE Corporation (Exhibit 10.1 to Form 8-K dated December 18, 2024)

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

3 unchanged sentences

10.6 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)

10.7 Executive Employment Agreement dated as of August 15, 2024, by and between VSE Corporation and Adam Cohn (Exhibit 10.1 to Form 8-K dated August 20, 2024)

10.8 Consulting Agreement, dated May 22, 2024, between Stephen S.

Griffin and VSE Corporation (Exhibit 10.1 to Form 8-K/A dated May 28, 2024)

10.9 Consulting Agreement, dated November 6, 2024, between Chad M.

Wheeler and VSE Corporation (Exhibit 10.1 to Form 8-K dated November 6, 2024)

10.10 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.

7 unchanged sentences

10.14 Fourth Amendment to the Fourth Amended and Restated Business Loan and Security Agreement, dated as of October 7, 2022, by and among the Company, as a borrower, various subsidiaries of the Company party thereto as borrowers or guarantors, the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent (Exhibit 10.1 to Form 10-Q dated October 27, 2022)

10.14 F ifth Amendment to the Fourth Amended and Restated Business Loan and Security Agreement, dated as of July 2, 2 023, by and among the Company, as a borrower, various subs idiaries of the Compa ny party thereto as borrower s or guarantors, the lenders from time to time party th er eto and Citizens Bank, N.A., as administrative agent ( Exhibit 10.1 to Form 10Q dated July 27, 2023)

10.15 Sixth Amendment to the Fourth Amended and Restated Business Loan and Security Agreement, dated as of December 28, 2023 , by and among the Company, as a borrower, various subsidiaries of the Company party thereto as borrowers or guarantors, the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent

10.15 Fifth Amendment to the Fourth Amended and Restated Business Loan and Security Agreement, dated as of July 2, 2023, by and among the Company, as a borrower, various subsidiaries of the Company party thereto as borrowers or guarantors, the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent (Exhibit 10.1 to Form 10Q dated July 27, 2023)

10.16 Sixth Amendment to the Fourth Amended and Restated Business Loan and Security Agreement, dated as of December 28, 2023, by and among the Company, as a borrower, various subsidiaries of the Company party thereto as borrowers or guarantors, the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent (Exhibit 10.1 to Form 10-K dated March 8, 2024)

10.17 Seventh Amendment to the Fourth Amended and Restated Business Loan and Security Agreement, dated as of April 23, 2024, by and among the Company, as a borrower, various subsidiaries of the Company party thereto as borrowers or guarantors, the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent (Exhibit 10.1 to Form 10-Q dated May 9, 2024)

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

10.17 VSE Corporation Deferred Supplemental Compensation Plan effective January 1, 1994 , as amended and restated effective November 1, 2023

10.19 VSE Corporation Deferred Supplemental Compensation Plan effective January 1, 1994, as amended and restated effective November 1, 2023 (Exhibit 10.2 to Form 10-K dated March 8, 2024

10.20 VSE Corporation 2006 Restricted Stock Plan, as amended in March 2023 (Appendix A to Definitive Proxy Statement on Schedule 14A filed on March 20, 2023)

1 unchanged sentence

000-03676) filed on April 2, 2021

19.1 VSE Corporation Insider Trading Policy

21.1 Subsidiaries of the Registrant

1 unchanged sentence

31.1 Section 302 CEO Certification

31.2 Section 302 CFO and PAO Certification

31.2 Section 302 CFO Certification

32.1 Section 906 CEO Certification

32.2 Section 906 CFO and PAO Certification

97.1 VSE Corporation Clawback Policy

32.2 Section 906 CFO Certification

97.1 VSE Corporation Clawback Policy (Exhibit 97.1 to Form 10-K dated March 8, 2024

101.INS XBRL Instance Document

17 unchanged sentences

(Principal Executive Officer)

/s/ Stephen D.

Griffin Senior Vice President March 7, 2024

Griffin and Chief Financial Officer

Chief Financial Officer

March 3, 2025

(Principal Financial Officer)

and Principal Accounting Officer)

/s/ Tarang Sharma

Chief Accounting Officer

March 3, 2025

Tarang Sharma

(Principal Accounting Officer)

Eberhart Chairman/Director March 3, 2025

/s/ Calvin S.

Koonce Director March 7, 2024

/s/ Bonnie K.

7 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