8 unchanged sentences
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.
−Removed: 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.
−Removed: 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
7 unchanged sentences
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2022, and our report dated March 9, 2023 expressed an unqualified opinion on those financial statements.
−Removed: Basis for opinio n
−Removed: 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 (“Management’s Report”).
+Added: Basis for opinion
+Added: 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.
−Removed: 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.
−Removed: (“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.
−Removed: As indicated in Management’s Report, Global Parts and HSS were acquired during 2021.
−Removed: 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
32 unchanged sentences
Schedule II - Valuation and Qualifying Accounts
−Removed: Balance at Beginning of Year Additions Charged to Statement of Income Accounts Other (1)
−Removed: Deductions Balance at End of Year
+Added: Balance at Beginning of Year Additions Charged to Statement of Income Accounts Deductions Balance at End of Year
(in thousands)
7 unchanged sentences
Year ended December 31, 2020 1,165 6,761 (2) — 7,926
−Removed: (1) Represents opening allowance balance related to acquisition made during the period indicated.
(1) Increase in 2020 primarily due to allowances booked as a result of the financial impact from the COVID-19 pandemic.
7 unchanged sentences
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)
−Removed: 3.3 By-Laws of VSE Corporation as amended through July 31, 2013 (Exhibit 3.1 to Form 8-K dated August 23, 2013)
+Added: 3.3 Certificate of Amendment of the Restated Certificate of Incorporation of VSE Corporation dated as of May 4, 2022
+Added: 3.4 Amendment No.
+Added: 3 to the By-Laws of VSE Corporation as amended through October 1, 2022
4.1 Specimen Stock Certificate as of May 19, 1983 (Exhibit 4 to Registration Statement No.
1 unchanged sentence
4.2 Description of VSE Corporation Securities Registered Pursuant to Section 12 of the Securities Act of 1934 (filed herewith)
−Removed: 10.1 Separation and Release Agreement dated as of April 26, 2021, by and between VSE Corporation and Thomas M.
−Removed: Kiernan (Exhibit 10.1 to Form 10-Q dated April 29, 2021)
10.1 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)
8 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)
+Added: 10.7 Separation and Release Agreement (dated as of December 31, 2022, by and between VSE Corporation and Robert A.
+Added: Exhibit 10.2 +
+Added: 10.8 Separation and Release Agreement dated as of April 26, 2021, by and between VSE Corporation and Thomas M.
+Added: Kiernan (Exhibit 10.1 to Form 10-Q dated April 29, 2021)
10.9 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.
6 unchanged sentences
and certain other banks (Exhibit 10.1 to Form 10-Q dated July 29, 2021)
+Added: 10.13 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 Lease Agreement by and between Metropark 7 LLC and VSE Corporation (Exhibit 10.2 to Form 8-K dated November 4, 2009)
40 unchanged sentences
Wachtel Director March 9, 2023
−Removed: Stultz Director March 10, 2022
Potter Director March 9, 2023
Ferguson III Director March 9, 2023
+Added: /s/ Edward P.
+Added: Dolanski Director March 9, 2023
+Added: Britt Director March 9, 2023
+Added: Johnson Director March 9, 2023
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.