[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company's Q3 2022 financial statements show revenue more than doubled post-Vertex merger, but a net loss resulted from merger costs and increased debt [Condensed Consolidated Statements of Income](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) Q3 2022 revenue surged 108.6% to $958.2 million post-merger, resulting in a $17.0 million net loss despite revenue growth Q3 & Nine Months 2022 vs 2021 Financial Performance (in thousands) | Metric | Q3 2022 | Q3 2021 | Change | Nine Months 2022 | Nine Months 2021 | Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $958,156 | $459,408 | +108.6% | $1,912,693 | $1,364,257 | +40.2% | | **Operating Income** | $4,487 | $12,890 | -65.2% | $24,744 | $52,003 | -52.4% | | **Net (Loss) Income** | $(17,039) | $10,258 | -266.1% | $(3,711) | $38,240 | -109.7% | | **Diluted (Loss) EPS** | $(0.56) | $0.87 | - | $(0.21) | $3.23 | - | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet expanded significantly post-merger, with total assets reaching **$3.17 billion** and liabilities **$2.18 billion** by September 30, 2022 Balance Sheet Comparison (in thousands) | Account | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $925,197 | $423,340 | | **Goodwill** | $1,537,710 | $321,734 | | **Intangible assets, net** | $559,985 | $66,582 | | **Total Assets** | $3,168,452 | $889,459 | | **Total Current Liabilities** | $717,683 | $358,248 | | **Long-term debt, net** | $1,286,985 | $94,246 | | **Total Liabilities** | $2,180,069 | $539,372 | | **Total Shareholders' Equity** | $988,383 | $350,087 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2022, operating cash flow increased to **$99.8 million**, with positive investing activities from **$194.4 million** cash acquired in the merger Cash Flow Summary - Nine Months Ended (in thousands) | Activity | Sep 30, 2022 | Oct 1, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $99,768 | $53,378 | | Net cash provided by (used in) investing activities | $186,220 | $(9,868) | | Net cash used in financing activities | $(165,251) | $(53,220) | | **Net change in cash** | **$108,860** | **$(12,494)** | [Note 3. Merger](index=12&type=section&id=Note%203.%20Merger) Vectrus completed its merger with Vertex on July 5, 2022, forming V2X, Inc., with a **$634.0 million** consideration, recognizing **$1.22 billion** in goodwill - Vectrus completed its merger with Vertex on **July 5, 2022**, acquiring all outstanding shares of Vertex[38](index=38&type=chunk) Merger Consideration (in thousands) | Component | Value | | :--- | :--- | | Fair value of common shares issued | $630,636 | | Fair value of cash consideration | $3,315 | | **Total consideration transferred** | **$633,951** | - The merger resulted in the recognition of **$1,216.0 million** of goodwill and **$522.0 million** for customer-related amortizable intangible assets[44](index=44&type=chunk) - Acquisition-related costs totaled **$41.3 million** for the nine months ended September 30, 2022, and were expensed as incurred within SG&A[41](index=41&type=chunk) [Note 4. Revenue](index=14&type=section&id=Note%204.%20Revenue) Remaining performance obligations surged to **$3.36 billion** by September 30, 2022, reflecting Vertex contracts, and Q3 2022 revenue mix shifted significantly Remaining Performance Obligations (in millions) | Date | Amount | | :--- | :--- | | September 30, 2022 | $3,362 | | December 31, 2021 | $1,398 | Q3 Revenue by Contract Type (in thousands) | Contract Type | Q3 2022 | Q3 2021 | % Change | | :--- | :--- | :--- | :--- | | Cost-plus and cost reimbursable | $505,743 | $338,007 | 49.6% | | Firm-fixed-price | $416,618 | $105,619 | 294.5% | | Time and material | $35,795 | $15,782 | 126.8% | Q3 Revenue by Geographic Region (in thousands) | Region | Q3 2022 | Q3 2021 | % Change | | :--- | :--- | :--- | :--- | | United States | $582,817 | $139,357 | 318.2% | | Middle East | $261,997 | $263,257 | (0.5)% | | Europe | $62,669 | $34,902 | 79.6% | | Asia | $50,673 | $21,892 | 131.5% | [Note 7. Debt](index=17&type=section&id=Note%207.%20Debt) The company's debt structure was overhauled post-merger, with prior debt repaid and **$1.185 billion** First Lien and **$185.0 million** Second Lien facilities assumed - On the merger closing date, the company repaid its existing Amended Term Loan (**$50.2 million**) and Amended Revolver (**$40.0 million**)[71](index=71&type=chunk) - The company assumed new debt facilities, including a First Lien Credit Agreement for **$1,185.0 million** and a Second Lien Credit Agreement for **$185.0 million**[72](index=72&type=chunk)[79](index=79&type=chunk) - An ABL Credit Agreement provides for a revolving loan facility of up to **$200.0 million**, with no outstanding balance as of September 30, 2022[85](index=85&type=chunk)[93](index=93&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q3 revenue growth to the Vertex merger, but operating income declined due to M&A costs, while total backlog more than doubled to **$12.7 billion** post-merger [Backlog](index=29&type=section&id=Backlog) Total backlog significantly increased to **$12.7 billion** by September 30, 2022, from **$5.0 billion** at year-end 2021, primarily due to the Vertex merger Backlog Summary (in millions) | Category | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Funded backlog | $2,943 | $1,033 | | Unfunded backlog | $9,762 | $3,972 | | **Total backlog** | **$12,705** | **$5,005** | [Discussion of Financial Results](index=31&type=section&id=Discussion%20of%20Financial%20Results) Q3 2022 revenue grew **108.6%** due to the Vertex merger, but operating income declined **65.2%** as SG&A expenses, including **$44.9 million** in M&A costs, significantly increased - Q3 2022 SG&A expenses increased by **$65.0 million**, which included **$44.9 million** in M&A and integration costs from the merger[167](index=167&type=chunk) - Nine-month 2022 SG&A expenses increased by **$77.3 million**, including **$59.9 million** in M&A and integration costs[173](index=173&type=chunk) - The increase in net interest expense of **$24.8 million** for the nine months ended September 30, 2022, was due to increased debt assumed with the Merger[176](index=176&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains sufficient liquidity with **$144.1 million** cash and **$184.9 million** ABL availability, despite adding over **$1.3 billion** in debt post-merger, while DSO improved to **65 days** - As of September 30, 2022, the company had **$144.1 million** in unrestricted cash and **$184.9 million** of available borrowing capacity under the ABL Facility[195](index=195&type=chunk) - In conjunction with the Merger, V2X assumed first and second lien debt of **$1,182.7 million** and **$185.0 million** respectively[183](index=183&type=chunk) - Days Sales Outstanding (DSO) improved to **65 days** as of September 30, 2022, from **75 days** as of December 31, 2021[188](index=188&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) Post-merger, the company's market risk profile shows heightened exposure to interest rate fluctuations, with a **1%** change impacting annual interest expense by **$13.6 million** - A **one percentage point** change in interest rates on the variable rate Vertex First and Second Lien Credit Agreements would change annual cash interest expenses by **$13.6 million**[205](index=205&type=chunk) - The company terminated its remaining interest rate swaps on **June 29, 2022**, in conjunction with the extinguishment of its prior debt[206](index=206&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management deemed disclosure controls effective as of September 30, 2022, but excluded newly acquired Vertex from internal control over financial reporting evaluation per SEC guidance - Management has excluded the internal control over financial reporting of the newly acquired Vertex from its evaluation of disclosure controls and procedures as of **September 30, 2022**, as permitted by SEC guidance[209](index=209&type=chunk) [PART II. OTHER INFORMATION](index=38&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, but management does not anticipate any material adverse effects on its financial condition or operations - The company does not expect that any asserted or unasserted legal claims or proceedings will have a material adverse effect on its results of operations, financial condition or cash flows[213](index=213&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) Post-merger, a key risk factor is increased exposure to losses from fixed-price contracts, which now constitute approximately **40%** of U.S. government contract revenue - Post-merger, approximately **40%** of the company's U.S. government contract revenue is derived from fixed-price and time and materials contracts[216](index=216&type=chunk) - The higher proportion of fixed-price contracts subjects the company to greater risks of losses from **cost overruns**, **technological difficulties**, **inflation**, and **supplier problems**[216](index=216&type=chunk)[218](index=218&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section is not applicable [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate governance documents, merger-related credit agreements, and executive certifications

Financial Data and Key Metrics Changes - Revenue for Q1 2022 was $456 million, representing a 5% year-over-year growth and a 9% sequential increase [8] - Adjusted EBITDA was $18.2 million with a 4% margin, down from $20.7 million or 4.8% in the prior year [31] - Net income for Q1 2022 was $2.9 million, with adjusted net income at $12 million compared to $14.2 million in the prior year [34][35] - Fully diluted EPS was $0.24, while adjusted EPS was $1.01, down from $1.20 in the prior year [35] Business Line Data and Key Metrics Changes - Approximately two-thirds of revenue is derived from contracts in the first 18 months of their lifecycle, providing substantial revenue visibility [10] - The company has expanded its geographic footprint, with INDOPACOM now accounting for 4% of revenue [11] Market Data and Key Metrics Changes - The backlog remains solid at $4.5 billion, nearly 2.5 times the revenue, providing visibility into future revenue [37] - The company expects a greater volume of task orders to materialize quickly as revenue in the same period they are booked [38] Company Strategy and Development Direction - The company is focused on program execution and expansion associated with new business pipelines, reiterating its 2022 guidance for revenue and adjusted EBITDA [39] - The merger with Vertex is expected to create a stronger, more diversified company, enhancing capabilities and providing significant value creation opportunities [46][47] Management's Comments on Operating Environment and Future Outlook - Management noted that the operational realities related to COVID-19 are largely behind them, but staffing pressures remain [93] - The company anticipates continued growth in the defense sector, particularly in O&M lines of the budget, driven by strong demand for maintaining infrastructures [101] Other Important Information - The company announced an all-stock merger with Vertex, which is expected to close in Q3 2022 [78] - The combined company is projected to have pro forma revenue of approximately $3.6 billion and adjusted EBITDA of $290 million, with a backlog exceeding $12 billion [47][61] Q&A Session Summary Question: How did revenues in the quarter compare to expectations? - Management indicated that revenue outperformance was driven by successful operational transitions and earlier-than-expected exercises [81] Question: When can we expect margin improvements as contracts mature? - Management stated that margin improvements typically occur in the first and second option years of contracts, with a significant ramp-up expected [83] Question: How will the K-BOSSS contract transition to LOGCAP? - The majority of K-BOSSS work will transition to the LOGCAP Kuwait contract, with expected visibility on revenue in the second half of the year [86] Question: What is the sentiment among shareholders regarding the Vertex acquisition? - Management reported that shareholders generally understand the strategic benefits of the acquisition, focusing on increased profitability and diversification [88] Question: What are the revenue synergy opportunities from the merger? - Management believes there will be significant revenue synergies due to complementary capabilities and expanded market reach [96] Question: How has the competitive environment changed? - Management noted that consolidation in the federal services marketplace has led to more focused competition, but opportunities remain [114]

LEI VECTRUS 1st Quarter 2022 Results Chuck Prow – President and Chief Executive Officer Susan Lynch – Senior Vice President and Chief Financial Officer May 10, 2022 Disclaimers FORWARD-LOOKING STATEMENTS Certain material presented in this presentation includes forward-looking statements intended to qualify for the safe harbor from liability established by the Securities Exchange Act of 1934, as amended. These forwardlooking statements include, but are not limited to, Vectrus may be unable to obtain sharehol ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36341 Vectrus, Inc. (Exact name of registrant as specified in its charter) Indiana 38-3924636 (State or other juri ...

Financial Data and Key Metrics Changes - Third quarter 2021 revenue grew 30% year-over-year to approximately $459 million, with organic growth of 13% [10][38] - Adjusted EBITDA margin for the quarter was 4.5%, down from 4.8% in the prior year [11][39] - Adjusted diluted earnings per share increased 19% year-over-year to $1.15 [12][40] - Operating cash flows were $39.4 million for the quarter, significantly up from $3.3 million in the same period last year [41][39] - Total backlog was $4.9 billion, compared to $3.7 billion in Q3 2020 [45] Business Line Data and Key Metrics Changes - Revenue from Navy campaigns increased 180% year-over-year, now representing 11% of total revenue [23][42] - Revenue in INDOPACOM grew to approximately $19 million year-over-year, now accounting for 5% of total revenue [43][42] Market Data and Key Metrics Changes - U.S.-based revenue composition grew to 30% of total revenue, up from 25% in the same period last year [44] - The company's trailing 12-month pro forma book-to-bill ratio was 1.4 times, compared to 1.5 times in Q3 2020 [45] Company Strategy and Development Direction - The company is focusing on diversifying its portfolio through organic and inorganic investments, particularly in the Navy and INDOPACOM regions [42][43] - The company aims to enhance its position in the market through strategic acquisitions and investments that align with its growth strategy [47][48] Management's Comments on Operating Environment and Future Outlook - Management reiterated 2021 guidance ranges, expecting revenue between $1.745 billion and $1.78 billion, reflecting 25% to 28% growth [49] - The company is mindful of potential impacts from ongoing transitions in contracts and geopolitical factors affecting operations [62] Other Important Information - The company ended the quarter with cash of $53.4 million and total debt of $128 million, with a total leverage ratio of 1.33 times [46] - The company plans to introduce a larger, more favorable credit facility to support its growth plan [48] Q&A Session Summary Question: Potential opportunity in INDOPACOM - Management indicated that INDOPACOM is an increasing portion of the overall pipeline, with expectations that the Kwajalein contract will contribute more than 10% of revenue [54][55][56] Question: Staffing challenges and vaccine mandates - Management acknowledged challenges in staffing due to COVID-19 but noted successful resource deployment. The vaccine mandate primarily affects U.S.-based employees [58][60] Question: Guidance maintenance despite strong quarter - Management explained that while the year is solid, they are being cautious due to effects from Afghanistan, contract transitions, and the lumpiness of revenue from contingency operations [61][62]

Vectrus, Inc. (VEC) Q2 2021 Earnings Conference Call August 10, 2021 4:30 PM ET Company Participants Michael Smith - Vice President of Treasury, Corporate Development & Investor Relations Charles Prow - President & Chief Executive Officer Susan Lynch - Senior Vice President & Chief Financial Officer Conference Call Participants Joseph Gomes - NOBLE Capital Markets Robert Conners - Stifel Operator Greetings, ladies and gentlemen. Thank you for joining us for the Vectrus Second Quarter 2021 Earnings Conferenc ...

ECRERT VECTRUS FIRST QUARTER 2021 RESULTS CHUCK PROW – PRESIDENT AND CHIEF EXECUTIVE OFFICER SUSAN LYNCH – SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER MAY 11, 2021 Safe Harbor Statement SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (THE "ACT"): CERTAIN MATERIAL PRESENTED HEREIN INCLUDES FORWARD-LOOKING STATEMENTS INTENDED TO QUALIFY FOR THE SAFE HARBOR FROM LIABILITY ESTABLISHED BY THE ACT. THESE FORWARDLOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, ALL OF THE S ...

Financial Data and Key Metrics Changes - For Q4 2020, the company reported revenue of $355 million, with adjusted diluted EPS of $1.18, impacted by $26 million due to COVID-related restrictions [11][12] - Full-year revenue was approximately $1.4 billion, up 1% year-over-year, despite a $63 million headwind from COVID, with adjusted EBITDA margin at 4% [12][49] - The company generated $26 million in cash from operations in Q4, with a net income conversion rate of 140% [10][53] Business Line Data and Key Metrics Changes - The backlog increased to $5.1 billion, up 84% year-over-year, driven by the $882 million recompete win of the OMDAC-SWACA contract [13][52] - Navy revenue increased by 22% year-over-year, with notable contract wins including a $210 million contract for base operations support in Bahrain [27] Market Data and Key Metrics Changes - The new business pipeline exceeded $11 billion, a significant increase from $7.5 billion in 2016, indicating growth in federal, non-federal, and international client bases [29] - The company’s funded backlog was approximately $850 million, compared to $707 million last year, reflecting strong demand [52] Company Strategy and Development Direction - The company aims to be a leader in the converged infrastructure market, focusing on transforming operations to a more instrumented and predictive approach [15][21] - Recent acquisitions, including Zenetex and HHB, are expected to enhance capabilities and expand the client base, particularly in the intelligence community [36][41] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving strong top and bottom line results in 2021, with revenue growth expected between 20% and 23% [14][56] - The company anticipates challenges from COVID-19 but remains optimistic about transitioning to full operations on LOGCAP V [56][62] Other Important Information - The company expanded its credit facility to $270 million, indicating a strong financial position [55] - Adjusted diluted EPS guidance for 2021 is projected between $3.48 and $4.08, representing a 23% growth rate at the midpoint [61] Q&A Session Summary Question: Revenue guidance and growth rate expectations - Management indicated that the revenue guidance is conservative due to uncertainties related to COVID and the transition to CENTCOM operations, with potential headwinds of $120 million to $160 million [67][70] Question: DoD budget impacts - Management noted no surprises in the budget, with continued focus on the INDOPACOM region by the new administration [77] Question: Smart warehouse and 5G market potential - Management highlighted the importance of converged infrastructure and the expected increase in demand for technology integration in operations [78][79] Question: LOGCAP revenue opportunities - Management expects year-over-year increases in revenue from CENTCOM and INDOPACOM, with more clarity on LOGCAP revenue projections expected later in the year [82][84] Question: Margin expectations for 2021 - Management discussed the impact of program transitions on margins, indicating a wider range for guidance due to various factors including COVID [86] Question: Long-term growth targets - Management expressed confidence in achieving long-term growth targets, emphasizing the importance of continued investment in both organic and inorganic strategies [88][92]

SPROPI | --- | --- | --- | |---------------|-----------------------------------------------------------------|-----------------------------------------| | | | | | | VECTRUS | | | | | | | | | | | | | FOURTH QUARTER & FULL YEAR 2020 RESULTS | | | | | | | | | | CHUCK PROW – | PRESIDENT AND CHIEF EXECUTIVE OFFICER | | | SUSAN LYNCH – | SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER MARCH 2, 2021 | | Safe Harbor Statement SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (THE "A ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36341 Vectrus, Inc. (Exact name of registrant as specified in its charter) Indiana 38-3924636 (State or other jurisdiction of incorp ...