SEC Comment Letter 0000000000-22-012197 to VSE CORP (VSEC) (CIK 0000102752) (VSEC)
VSE CORP (VSEC) (CIK 0000102752)
Date: Nov. 9, 2022 · CIK: 0000102752 · Accession: 0000000000-22-012197
AI Filing Summary & Sentiment
File numbers found in text: 000-03676
Letter
United States securities and exchange commission logo November 9, 2022 Stephen D. Griffin Chief Financial Officer VSE Corporation 6348 Walker Lane Alexandria, VA 22310 Re:VSE Corporation Form 10-K for Fiscal Ended December 31, 2021 Filed March 11, 2022 Form 8-K as of July 27, 2022 Filed July 28, 2022 File No. 000-03676 Dear Stephen D. Griffin: We have limited our review of your filings to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 8-K as of July 27, 2022 Management Commentary 1.We note your discussion of Aviation segment adjusted EBITDA in the "Management Commentary" section. Please present the most directly comparable GAAP measure with equal or greater prominence when presenting a non-GAAP measure. This comment also applies to your discussion in the "Segment Results" section. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations. Non-GAAP Financial Information 2.Please tell us how the adjustments used in the calculation of each of your non-GAAP measures are in compliance with Questions 100.01 and 100.04 of the Non-GAAP
FirstName LastNameStephen D. Griffin Comapany NameVSE Corporation November 9, 2022 Page 2 FirstName LastName Stephen D. Griffin VSE Corporation November 9, 2022 Page 2 Compliance and Disclosure Interpretations. Your response should specifically identify and discuss each of these adjustments individually. Strategic Update 3.Please balance your discussion of "Growing Adjusted EBITDA" with a discussion of your GAAP results. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Amy Geddes at 202-551-3304 or Theresa Brillant at 202-551-3307 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
November 9, 2022
Stephen D. Griffin
Chief Financial Officer
VSE Corporation
6348 Walker Lane
Alexandria, VA 22310
Re:VSE Corporation
Form 10-K for Fiscal Ended December 31, 2021
Filed March 11, 2022
Form 8-K as of July 27, 2022
Filed July 28, 2022
File No. 000-03676
Dear Stephen D. Griffin:
We have limited our review of your filings to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 8-K as of July 27, 2022
Management Commentary
1.We note your discussion of Aviation segment adjusted EBITDA in the "Management
Commentary" section. Please present the most directly comparable GAAP measure with
equal or greater prominence when presenting a non-GAAP measure. This comment also
applies to your discussion in the "Segment Results" section. Refer to Item 10(e)(1)(i)(A)
of Regulation S-K and Question 102.10 of the Non-GAAP Compliance and Disclosure
Interpretations.
Non-GAAP Financial Information
2.Please tell us how the adjustments used in the calculation of each of your non-GAAP
measures are in compliance with Questions 100.01 and 100.04 of the Non-GAAP
FirstName LastNameStephen D. Griffin
Comapany NameVSE Corporation
November 9, 2022 Page 2
FirstName LastName
Stephen D. Griffin
VSE Corporation
November 9, 2022
Page 2
Compliance and Disclosure Interpretations. Your response should specifically identify and
discuss each of these adjustments individually.
Strategic Update
3.Please balance your discussion of "Growing Adjusted EBITDA" with a discussion of your
GAAP results. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of
the Non-GAAP Compliance and Disclosure Interpretations.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Amy Geddes at 202-551-3304 or Theresa Brillant at 202-551-3307 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services