SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] Annual Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 27, 2001
OR
[ ] Transition Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
VSE CORPORATION
EMPLOYEE ESOP/401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
VSE Corporation
2550 Huntington Avenue
Alexandria, Virginia 22303
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VSE CORPORATION
EMPLOYEE ESOP/401(k)
PLAN
By: /s/ C. S. Weber
---------------
C. S. Weber
Executive Vice President and
Chief Administrative Officer
VSE Corporation Employee ESOP/401(k) Plan
Financial Statements
and Supplemental Schedule
Year ended December 27, 2001
Contents
Report of Independent Auditors (Ernst & Young LLP)........................1
Report of Independent Public Accountants (Arthur Andersen LLP)............2
Financial Statements
Statements of Net Assets Available for Benefits...........................3
Statement of Changes in Net Assets Available for Benefits.................4
Notes to Financial Statements.............................................5
Supplemental Schedule
Schedule H, Line 4i-Schedule of Assets (Held at End of Year).............11
REPORT OF INDEPENDENT AUDITORS
Trustees
VSE Corporation Employee ESOP/401(k) Plan
We have audited the accompanying statement of net assets available for
benefits including the schedule of investments of the VSE Corporation Employee
ESOP/401(k) Plan as of December 27, 2001, and the related statement of changes
in net assets available for benefits for the year ended December 27, 2001.
These financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
The financial statements of the VSE Corporation ESOP/401(k) Plan as of
December 27, 2000 were audited by other auditors whose report dated June 19,
2001 expressed an unqualified opinion on those statements.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 27, 2001, and the changes in its net assets available for benefits
for the year ended December 27, 2001, in conformity with accounting principals
generally accepted in the United States.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 27, 2001, is presented for purposes of
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the
auditing procedures applied in our audit of the financial statements and, in
our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
McLean, Virginia
June 21, 2002
/s/ Ernst & Young LLP
1
Report of independent public accountants
To the Trustees of the
VSE Corporation Employee ESOP/401(k) Plan:
We have audited the accompanying statements of net assets available for
benefits of the VSE Corporation Employee ESOP/401(k) Plan (the Plan) as of
December 27, 2000 and 1999, and the related statement of changes in net assets
available for benefits for the year ended December 27, 2000. These financial
statements and the schedule referred to below are the responsibility of the
Plan's sponsor. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 27, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 27, 2000, in conformity with accounting
principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes as of December 27, 2000, is presented for the
purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedule
has been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Vienna, Virginia
June 19, 2001
Footnote to Andersen Audit Report:
This is a copy of a report previously issued by Arthur Andersen LLP (AALLP).
That report has not been reissued by AALLP nor has AALLP provided a consent
to the inclusion of its report in this filing.
2
VSE Corporation Employee ESOP/401(k) Plan
Statements of Net Assets Available for Benefits
December 27
2001 2000
---- ----
Assets
Cash, principally in interest-bearing accounts $ 192,622 $ 228,537
Assets held for investment purposes:
Investments at fair value 16,193,657 20,146,000
Participant loans 213,132 327,966
Cash surrender value of life insurance policies 1,924 1,929
---------- ----------
Total assets held for investment purposes 16,408,713 20,475,895
Receivables:
Employee contributions 9,321 9,026
Interest 13,171 -
---------- ----------
Total receivables 22,492 9,026
---------- ----------
Net assets available for benefits $16,623,827 $20,713,458
========== ==========
See accompanying notes
3
VSE Corporation Employee ESOP/401(k) Plan
Statement of Changes in Net Assets Available for Benefits
For the year ended December 27, 2001
Additions:
Contributions:
Employee $ 1,564,234
Employer 231,775
Employee rollovers 104,647
Interest and dividends 625,319
----------
Total additions 2,525,975
----------
Deductions:
Distributions to participants 4,505,369
Net realized/unrealized depreciation in fair
value of investments 2,110,232
Decrease in cash surrender value of life
insurance policies 5
----------
Total deductions 6,615,606
----------
Net decrease (4,089,631)
Net assets avalable for benefits at:
Beginning of period 20,713,458
----------
End of period $16,623,827
==========
See accompanying notes
4
VSE Corporation Employee ESOP/401(k) Plan
Notes to Financial Statements
December 27, 2001 and 2000
1. Description of the Plan:
General description
The VSE Corporation ESOP 401(k) Plan (the Plan) was adopted by the Board
of Directors of VSE Corporation (the Company) in 1984. The Plan is a
defined contribution plan and has an Employee Stock Ownership Plan (ESOP)
component covering all full-time and part-time employees who are employees
of the sponsor. The Plan is subject to the applicable provisions of the
Employee Retirement Income Security Act of 1974 (ERISA), as amended. The
above description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
Internal Revenue Service (IRS) qualification
The IRS has determined and informed the Company by a letter dated November 20,
1998 that the Plan, as amended through July 14, 1998, is designed in
accordance with Internal Revenue Code (the IRC) Section 401. The Plan
Trustees (Trustees) believe that the Plan is currently being operated in
compliance with the applicable requirements of the IRC. Therefore, no
provision for income taxes has been included in the Plan's financial
statements. An ESOP is an employee stock ownership plan within the meaning of
IRC Sections 401(a) and 4975(e)(7).
Plan administration
Putnam Investments (Putnam) serves as third party plan administrator. Putnam
provides fund investments through the Putnam Fiduciary Trust Company and
provides daily recordkeeping services for the Plan. Certain officers and/or
employees of the Company serve as Trustees of the Plan.
Eligibility
Employees become eligible to participate in the Plan on the first day of the
month following the date of hire. If the employee's first day of employment
falls on the first day of the month (or on the first regular working day of
the month), the employee will immediately be eligible to participate in the
Plan.
Contributions
Each participant with stock in the Payroll-Based Stock Ownership Plan (PAYSOP)
and/or ESOP accounts is entitled to exercise voting rights attributable to his
or her account and is notified by the Plan Trustee prior to the time that such
rights are to be exercised. If participants with stock in the PAYSOP and/or
ESOP fail to exercise their voting rights, the Plan Trustees will vote this
stock. For participants with stock in the 401(k), the Plan Trustees vote this
stock. Effective April 1, 1999, the Company no longer had the option to elect
to make an ESOP contribution to the Plan.
5
VSE Corporation Employee ESOP/401(k) Plan
Notes to Financial Statements
(continued)
The Company contributes 50 cents for each dollar of salary that a participant
defers on the first five percent of salary. The Company makes a cash
contribution for the match and this contribution is allocated to each eligible
participant's account each pay period. The Company may change the matching
contribution formula.
ESOP and Company matching 401(k) contributions are subject to a graded vesting
schedule: 20 percent vested after three years of service, then increasing in
20 percent increments to 100 percent vested after seven years. Any forfeitures
of nonvested benefits are recognized after the terminated participant has
incurred a one-year break in service (as defined in the Plan), with the
forfeiture applied to reduce the Company's contribution in the following year.
Total forfeitures applied as a reduction of the Company's contribution were
$133,170 for 2001 and unused forfeitures at December 27, 2001, were
approximately $25,400.
Each year, participants may also elect to defer up to 18 percent of earnings
into the Plan each pay period pursuant to Section 401(k) of the IRC. The
maximum salary deferrals for 2001 and 2000 were $10,500, subject to Plan
provisions and participation levels. The 401(k) Company match does not count
towards the maximum salary deferral limits. These contributions are invested
at the discretion of the participant, in any of the 11 separately managed
funds under the Plan. Earnings are allocated in the same proportion that each
participant's account bears to the total of all participants' accounts (not
including Company stock accounts).
Distributions
Participants (or their beneficiaries) are eligible to receive Plan benefits on
retirement, disability, termination of employment, or death. Benefits are
usually distributed in a lump sum. Distributions of Putnam funds are
typically made in cash from liquidation of the participant's account and
distributions of Company stock are typically made in Company stock.
Participants with fractional shares or fewer than 100 shares are paid in cash.
All other distributions of Company stock are made in stock.
The Plan permits a participant to borrow against the participant's respective
401(k) accounts subject to Plan provisions and procedures prescribed by the
Trustees. After-tax repayments of principal and interest are credited to the
participant's account. Loans are reflected in the statements of net assets
available for benefits as participant loans. Participants may apply, in
certain limited situations, to withdraw funds from their 401(k) accounts due
to a qualifying financial hardship, in accordance with IRS regulations.
6
VSE Corporation Employee ESOP/401(k) Plan
Notes to Financial Statements
(continued)
Ownership rights (vesting)
Participants are 100 percent vested in their 401(k) salary deferral contribu-
tions and any PAYSOP contributions. No contributions have been made to the
PAYSOP since 1986. All contributions to the ESOP, which began in 1987, and
the Company 401(k) match, which began in 1999, are subject to a graded vesting
schedule as described in the subsection "Contributions" above.
Plan termination
In the event of Plan termination, each participant would be fully vested in
amounts held within the Plan for the participant's benefit. The Company
expects to continue the Plan indefinitely, but reserves the right to change,
modify, or discontinue it in whole or in part at any time, subject to the
provisions of ERISA. No such action will divest a participant of the vested
rights and benefits provided by contributions allocated to the participant's
account.
2. Summary of significant accounting policies:
Basis of accounting
The accompanying financial statements are prepared on the accrual basis of
accounting.
Use of estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Administrative expenses:
The administrative expenses of the Plan are paid by the Company.
Reclassifications:
Certain 2000 balances have been reclassified to conform with the 2001
presentaion.
3. Investments:
Investments
Investment of a participant's 401(k) account is directed by the participant
among options available under the Plan. Investments in mutual funds and
common/collective trusts are valued at quoted market prices, which represents
the net asset value of shares held by the Plan at year-end. Participant loans
are valued at their unpaid balances, which approximate fair value.
Purchases and sales of securities are recorded on a trade date basis.
Interest income is recorded on an accrual basis. Dividends are recorded on
7
VSE Corporation Employee ESOP/401(k) Plan
Notes to Financial Statements
(continued)
the ex-dividend date. Company stock is purchased in the over-the-counter
market or from stockholders. Dividends and realized capital gains are
reinvested quarterly at fair market value.
Life insurance offered under the Plan builds cash value as determined by the
insurance carrier. In accordance with Federal regulations, no more than 25
percent of a participant's contributions for the Plan year may be invested in
life insurance.
The fair value of individual investments that represent 5% or more of the
Plan's net assets available for benefits are as follows:
December 27,
2001 2000
--------------------------
Putnam Voyager Fund $3,890,513 $5,795,391
VSE Corporation Common Stock 2,809,100 2,930,703
Putnam Stable Value Fund 2,597,214 3,101,741
The Putnam Fund for Growth and Income 1,932,503 2,243,402
The George Putnam Fund of Boston 1,687,690 2,154,265
Putnam Global Growth Fund 1,088,151 1,773,032
The Plan's investment in Company stock at December 27, 2001 and 2000, is
presented in the following table:
2001 2000
--------------------------
Number of Shares 429,526 521,014
========== ==========
Cost $2,503,742 $3,433,482
========== ==========
Market $2,809,100 $2,930,703
========== ==========
Nonparticipant-directed investments
Nonparticipant-directed investments, held in the Plan as of December 27, 2001
and 2000, consisted entirely of VSE Corporation stock. These net assets, and
changes are as follows:
Net assets 2001 2000
---------------------------------------- --------------------------
VSE Corporation common stock $2,809,100 $2,930,703
8
VSE Corporation Employee ESOP/401(k) Plan
Notes to Financial Statements
(continued)
For the year ended
December 27, 2001
------------------
Changes in net assets:
Net realized/unrealized gain on investments $ 419,322
Purchases 72,649
Dividends 74,636
Distributions to participants (688,210)
-----------
$ (121,603)
===========
During 2001, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) depreciated in value as a
result of net changes in the market values of the investments held
(principally stock mutual funds) by $2,110,232 as follows:
Mutual funds $(2,529,554)
Common stock 419,322
-----------
$(2,110,232)
===========
4. Differences Between Financial Statements and Form 5500
In accordance with accounting principles generally accepted in the United
States, amounts allocated to withdrawing participants' accounts are not
reported as liabilities on the Statements of Net Assets Available for
Benefits. The following is a reconciliation of net assets available for
benefits per the financial statements to IRS Form 5500 (Annual Return/Report
of Employee Benefit Plan):
December 27,
2001 2000
------------------------
Net assets available for benefits per the
financial statements $16,623,827 $20,713,458
Amounts allocated to withdrawing participants - (357,477)
----------- -----------
Net assets available for benefits per Form 5500 $16,623,827 $20,355,981
=========== ===========
9
VSE Corporation Employee ESOP/401(k) Plan
Notes to Financial Statements
(continued)
The following is a reconciliation of benefits paid to participants per the
financial statements to IRS Form 5500:
For the year ended
December 27, 2001
------------------
Benefits paid to participants per the financial
statements $4,505,369
Add Amounts allocated to withdrawing participants
at December 27, 2001 0
Less Amounts allocated to withdrawing participants
at December 27, 2000 (357,477)
----------
Benefits paid to participants per Form 5500 $4,147,892
==========
5. Participant loans
Participants may be granted loans not to exceed the lesser of $50,000 or 50
percent of the participant's vested account balance. Participant loans bear
interest at the prime rate of interest plus 1 percent determined at the time
the loan is requested. Loans are secured by the participant's account, having
a maximum term of five years, and are recorded as participant loans in the
accompanying financial statements.
6. Reportable transactions
There were no reportable transactions for the Plan year ended December 27,
2001.
7. Party-in-interest transactions
Certain investments are managed by Putnam through the Putnam Fiduciary Trust
Company. Putnam is a third party administrator as defined by the Plan;
therefore, these transactions qualify as party-in-interest transactions. There
are no sales commissions on the purchase or sale of Putnam mutual funds.
8. Employer securities
Section 407(b) of ERISA permits the Plan to hold an investment in Company
stock in excess of 10 percent of the fair market value of the Plan's assets.
9. Diversification
Participants who are age 55 and have 10 years of participation in the Plan are
eligible to diversify up to 25 percent of their ESOP account balance held in
Company stock.
10
VSE Corporation Employee ESOP/401(k) Plan
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
EIN: 54 0649263 Plan Number: 002
December 27, 2001
Identity of issue Description of Investment Cost Fair value
----------------- ------------------------- ---- ----------
The George Putnam Fund of Boston* Mutual Fund shares *** $ 1,687,690
The Putnam Fund for Growth and Income* Mutual Fund shares *** 1,932,503
Putnam Global Growth Fund* Mutual Fund shares *** 1,088,151
Putnam Voyager Fund* Mutual Fund shares *** 3,890,513
Putnam Diversified Income Trust* Mutual Fund shares *** 536,159
Putnam American Government Income
Fund* Mutual Fund shares *** 113,605
Putnam Health Sciences Trust Fund* Mutual Fund shares *** 421,853
Putnam Vista Fund* Mutual Fund shares *** 639,647
Putnam Asset Allocation: Balanced
Fund* Mutual Fund shares *** 99,324
Legg Mason Value Trust Mutual Fund shares *** 377,898
VSE Corporation Common Stock ESOP* ** Common Stock shares $1,981,524 2,219,571
VSE Corporation Common Stock 401(k)* Common Stock shares *** 589,529
Putnam Stable Value Fund Fixed income investment 2,597,214
Participant Loans (interest rates
varied from 6.0% to 10.5% during Participant loans 213,132
2001)*
Life insurance policies (at cash Life insurance policies 1,924
surrender value)
----------
Total assets held for investment
purposes $16,408,713
==========
* Represents a party-in-interest.
** Represents nonparticipant-directed investments.
*** Historical cost not required to be presented as investments are
participant directed
11