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Section 1: 8-K (8-K)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2018

VECTRUS, INC.

(Exact name of Registrant as specified in its charter)

Indiana
0001-36341
38-3924636
(State or other jurisdiction of incorporation of organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

2424 Garden of the Gods Road, Suite 300, Building E
Colorado Springs, CO 80919
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (719) 591-3600

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





ITEM 2.02 Results of Operations and Financial Condition.

Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release issued by Vectrus, Inc. (the “Company”) on November 6, 2018 that includes financial information for the Company for the third quarter of 2018 and updated guidance for fiscal 2018. This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 7.01 Regulation FD Disclosure.

Mr. Charles Prow, President and Chief Executive Officer, and Mr. Matthew Klein, Senior Vice President and Chief Financial Officer, will present the financial information for the Company for the third quarter of 2018 and updated guidance for fiscal 2018 on November 6, 2018. A copy of the presentation is attached hereto and incorporated by reference herein as Exhibit 99.2. This information is furnished pursuant to Item 7.01 Regulation FD Disclosure and shall not be deemed filed for purposes of Section 18 of the Exchange Act or incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.






ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.
 
Description
99.1
 
99.2
 






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 6, 2018
VECTRUS, INC.
 
By:
/s/ Kathryn S. Lamping
 
Its:
Assistant Secretary



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit

Exhibit 99.1 

PRESS RELEASE

CONTACT:

Mike Smith, CFA
719-637-5773
michael.smith@vectrus.com


Vectrus Announces Third Quarter 2018 Results

Third quarter revenue of $308 million, up 14% year-over-year
GAAP operating margin 4.5%, up 80 basis points year-over-year
GAAP diluted earnings per share (EPS) $0.86, up 69% year-over-year
Successfully phased-in approximately $130 million of new business

COLORADO SPRINGS, Colo., November 6, 2018 — Vectrus, Inc. (NYSE:VEC) announced third quarter 2018 financial results. For the third quarter, revenue was $308 million, GAAP operating income was $14.0 million or 4.5% GAAP operating margin, and GAAP diluted earnings per share were $0.86.

“We reported solid third quarter financial results driven by the continued execution of our strategy and momentum in the market,” said Chuck Prow, president and chief executive officer of Vectrus. “We are leveraging our industry-leading technology infusion, rapid deployment, tactical agility, and operational continuity capabilities in order to deliver value added solutions with our clients. I’m proud to announce that this focus led to the recent win of a $60 million task order to provide base operations support services for the U.S. Navy at Guantanamo Bay. The award was made subsequent to the third quarter and will be included in our fourth quarter backlog.”

“Clients are welcoming our outcome-oriented solutions approach, and as demonstrated by our financial results, we are making substantial progress transforming Vectrus into a higher value platform,” said Prow. “Additionally, with 65% of 2018 new business wins based on contract value coming from the Air Force and Navy, we are also making great progress in diversifying our portfolio and expanding market share with clients that have not historically been large contributors to revenue. We see additional opportunities to further expand our footprint with existing clients in the Department of Defense and intelligence community, as well as new clients in the federal civilian market.”

Year-to-date September 28, 2018, net cash provided by operating activities was $8.7 million, a decrease of $13.7 million compared to 2017. Days sales outstanding (DSO) was 66 days in the third quarter of 2018 compared to 54 days in the third quarter of 2017. “Year-to-date net cash provided by operating activities is lower compared to the prior year due to temporary timing

1



Exhibit 99.1 

differences related to the SENTEL integration,” said Matt Klein, chief financial officer of Vectrus. “Net cash provided by operating activities is expected to be strong in the fourth quarter.”

The Company ended the third quarter 2018 with a total debt balance of $76.0 million, which was down from $79.0 million at the end of the 2017. As of September 28, 2018, the Company had total consolidated indebtedness to consolidated EBITDA (total leverage ratio) of 1.29x to 1.00x.

“With approximately $330 million in 2018 new business awards, which includes the recent Guantanamo Bay task order, we continue to capitalize on the growth opportunities in our markets,” said Klein. “With our current financial profile, we are well positioned to continue executing on organic and inorganic activities aligned to our strategy that will result in enhanced shareholder value.”

The Company ended the third quarter 2018 with total backlog of $3.0 billion and funded backlog of $773.4 million.
2018 Guidance
"We are updating our full-year 2018 guidance," said Klein. “Our 2018 guidance assumes capital expenditures of approximately $9 million, interest expense of $4.7 million, depreciation and amortization expense of $4.2 million, mandatory debt payments of $4.0 million, and weighted average diluted shares outstanding of 11.4 million at December 31, 2018.”

2018 guidance details include:

$ millions, except for operating margin and EPS amounts
(Prior) 2018 Guidance
(Updated) 2018 Guidance
Revenue
$1,215
to
$1,285
$1,250
to
$1,270
Operating Margin
3.6
%
to
4.0
%
3.6
%
to
4.0
%
Net Income
$30.9
to
$36.9
$31.6
to
$36.1
Diluted EPS 1
$2.71
to
$3.23
$2.77
to
$3.17
Net Cash Provided by Operating Activities
$35.0
to
$39.0
$35.0
to
$39.0


The Company notes that forward-looking statements of future performance made in this release, including 2018 guidance, are based upon current expectations and are subject to factors that could cause actual results to differ materially from those suggested here, including those factors set forth in the Safe Harbor Statement below.

Investor Call

2



Exhibit 99.1 

Management representatives will conduct an investor briefing and conference call at 4:30 p.m. ET on Tuesday, November 6, 2018.

U.S.-based participants may dial into the conference call at 877-407-0792, while international participants may dial 201-689-8263. For all other listeners, a live webcast of the briefing and conference call will be available on the Vectrus Investor Relations website at http://investors.vectrus.com.
A replay of the briefing will be posted on the Vectrus website shortly after completion of the call, and will remain available for one year. A telephonic replay will also be available through November 20, 2018, at 844-512-2921 (domestic) or 412-317-6671 (international) with pass code 13684461.

Footnotes:
1 Diluted EPS guidance is calculated using estimated weighted average diluted common shares outstanding at December 31, 2018 of 11.4 million.
.

About Vectrus
Vectrus is a leading, global government services company with a history in the services market that dates back more than 70 years. The company provides facility and logistics services and information technology and network communication services to U.S. government customers around the world. Vectrus is differentiated by operational excellence, superior program performance, a history of long-term customer relationships, and a strong commitment to their mission success. Vectrus is headquartered in Colorado Springs, Colo., and includes about 6,700 employees spanning 177 locations in 21 countries. In 2017, Vectrus generated sales of $1.1 billion. For more information, visit our website at www.vectrus.com or connect with us on Facebook, Twitter, LinkedIn, and YouTube.
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 forward-looking statements include, but are not limited to, statements in 2018 Guidance above about our revenue, operating margin, net income, diluted EPS and net cash provided by operating activities for 2018 and other assumptions contained therein for purposes of such guidance, other statements about revenue and DSO, our credit facility, debt payments, expense savings, contract opportunities, bids and awards, collections, business strategy, outlook, objectives, plans, intentions or goals, and any discussion of future operating or financial performance. Whenever used, words such as "may," "are considering," "will," "likely," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target," "could," "potential," "continue," "goal" or similar terminology are forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements, our historical experience and our present expectations or projections. These

3



Exhibit 99.1 

risks and uncertainties include, but are not limited to: our dependence on a few large contracts for a significant portion of our revenue; competition in our industry; our dependence on the U.S. government and the importance of our maintaining a good relationship with the U.S. government, our ability to submit proposals for and/or win potential opportunities in our pipeline; our ability to retain and renew our existing contracts; protests of new awards; any acquisitions, investments or joint ventures, including the integration of SENTEL Corporation into our business; our international operations, including the economic, political and social conditions in the countries in which we conduct our businesses; changes in U.S. government military operations, including its operations in Afghanistan; changes in, or delays in the completion of, U.S. or international government budgets; government regulations and compliance therewith, including changes to the Department of Defense procurement process; changes in technology; intellectual property matters; governmental investigations, reviews, audits and cost adjustments; contingencies related to actual or alleged environmental contamination, claims and concerns; our success in expanding our geographic footprint or broadening our customer base, markets and capabilities; our ability to realize the full amounts reflected in our backlog; impairment of goodwill; our performance of our contracts and our ability to control costs; our level of indebtedness; our compliance with the terms of our credit agreement; subcontractor and employee performance and conduct; our teaming arrangements with other contractors; economic and capital markets conditions; our ability to retain and recruit qualified personnel; our maintenance of safe work sites and equipment; our compliance with applicable environmental, health and safety regulations; our ability to maintain required security clearances; any disputes with labor unions; costs of outcome of any legal proceedings; security breaches and other disruptions to our information technology and operations; changes in our tax provisions, including under the Tax Cuts and Jobs Act, or exposure to additional income tax liabilities; changes in U.S. generally accepted accounting principles, including changes related to Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606); accounting estimates made in connection with our contracts; our exposure to interest rate risk; our compliance with public company accounting and financial reporting requirements; timing of payments by the U.S. government; risks and uncertainties relating to the spin-off from our former parent; and other factors set forth in Part I, Item 1A, - “Risk Factors,” and elsewhere in our 2017 Annual Report on Form 10-K and described from time to time in our future reports filed with the Securities and Exchange Commission. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.









4



Exhibit 99.1 

VECTRUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

 
 
Three months ended
 
Nine months ended
 
 
September 28,
 
September 29,
 
September 28,
 
September 29,
(In thousands, except per share data)
 
2018
 
2017
 
2018
 
2017
Revenue
 
$
308,095

 
$
269,625

 
$
949,744

 
$
819,005

Cost of revenue
 
278,964

 
245,219

 
865,078

 
743,502

Selling, general and administrative expenses
 
15,125

 
14,316

 
48,990

 
44,560

Operating income
 
14,006

 
10,090

 
35,676

 
30,943

Interest (expense) income, net
 
(1,315
)
 
(1,058
)
 
(3,619
)
 
(3,262
)
Income from operations before income taxes
 
12,691

 
9,032

 
32,057

 
27,681

Income tax expense
 
2,826

 
3,232

 
6,884

 
9,751

Net income
 
$
9,866

 
$
5,800

 
$
25,173

 
$
17,930

 
 
 
 
 
 
 
 
 
Earnings per share
 
 
 
 
 
 
 
 
Basic
 
$
0.88

 
$
0.52

 
$
2.25

 
$
1.63

Diluted
 
$
0.86

 
$
0.51

 
$
2.21

 
$
1.61

Weighted average common shares outstanding - basic
 
11,248

 
11,075

 
11,210

 
10,991

Weighted average common shares outstanding - diluted
 
11,406

 
11,272

 
11,380

 
11,168




5



Exhibit 99.1 

VECTRUS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
September 28,
 
December 31,
(In thousands, except share information)
 
2018
 
2017
Assets
 
(unaudited)
 
 
Current assets
 
 
 
 
Cash
 
$
39,584

 
$
77,453

Receivables
 
223,389

 
174,995

Costs incurred in excess of billings
 

 
12,751

Other current assets
 
12,107

 
6,747

Total current assets
 
275,080

 
271,946

Property, plant, and equipment, net
 
10,512

 
3,733

Goodwill
 
234,818

 
216,930

Intangible assets, net
 
9,161

 
121

Other non-current assets
 
4,014

 
2,821

Total non-current assets
 
258,505

 
223,605

Total Assets
 
$
533,585

 
$
495,551

Liabilities and Shareholders' Equity
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable
 
$
121,717

 
$
115,899

Billings in excess of costs
 

 
3,766

Compensation and other employee benefits
 
46,841

 
39,304

Short-term debt
 
4,000

 
4,000

Other accrued liabilities
 
24,245

 
19,209

Total current liabilities
 
196,803

 
182,178

Long-term debt, net
 
70,529

 
73,211

Deferred tax liability
 
53,315

 
55,329

Other non-current liabilities
 
1,452

 
1,461

Total non-current liabilities
 
125,296

 
130,001

Total liabilities
 
322,099

 
312,179

Commitments and contingencies
 
 
 
 
Shareholders' Equity
 
 
 
 
Preferred stock; $0.01 par value; 10,000,000 shares authorized; No shares issued and outstanding
 

 

Common stock; $0.01 par value; 100,000,000 shares authorized; 11,249,222 and 11,120,528 shares issued and outstanding
 
113

 
111

Additional paid in capital
 
70,759

 
67,526

Retained earnings
 
142,510

 
117,415

Accumulated other comprehensive loss
 
(1,896
)
 
(1,680
)
Total shareholders' equity
 
211,486

 
183,372

Total Liabilities and Shareholders' Equity
 
$
533,585

 
$
495,551


6



Exhibit 99.1 

VECTRUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
 
Nine Months Ended
 
 
September 28,
 
September 29,
(In thousands)
 
2018
 
2017
Operating activities
 
 
 
 
Net income
 
$
25,173

 
$
17,930

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
2,546

 
1,141

Loss on disposal of property, plant, and equipment
 
315

 

Stock-based compensation
 
3,410

 
3,341

Amortization of debt issuance costs
 
318

 
561

Changes in assets and liabilities:
 
 
 
 
Receivables
 
(15,179
)
 
(96
)
Other assets
 
(5,669
)
 
3,196

Accounts payable
 
(5,259
)
 
(11,470
)
Billings in excess of costs
 

 
1,649

Deferred taxes
 
(2,101
)
 
(1,007
)
Compensation and other employee benefits
 
5,002

 
6,817

Other liabilities
 
98

 
336

Net cash provided by operating activities
 
$
8,654

 
$
22,398

Investing activities
 
 
 
 
Purchases of capital assets
 
(6,115
)
 
(901
)
Proceeds from the disposition of assets
 
33

 

Acquisition of business, net of cash acquired
 
(36,855
)
 

Net cash used in investing activities
 
$
(42,937
)
 
$
(901
)
Financing activities
 
 
 
 
Repayments of long-term debt
 
(3,000
)
 
(10,500
)
Proceeds from revolver
 
138,000

 
27,500

Repayments of revolver
 
(138,000
)
 
(27,500
)
Proceeds from exercise of stock options
 
1,388

 
1,886

Payments of employee withholding taxes on share-based compensation
 
(803
)
 
(612
)
Net cash used in financing activities
 
$
(2,415
)
 
$
(9,226
)
Exchange rate effect on cash
 
(1,171
)
 
3,524

Net change in cash
 
(37,869
)
 
15,795

Cash-beginning of year
 
77,453

 
47,651

Cash-end of period
 
$
39,584

 
$
63,446

Supplemental disclosure of cash flow information:
 
 
 
 
Interest paid
 
$
3,241

 
$
3,014

Income taxes paid
 
$
11,222

 
$
3,801

Non-cash investing activities:
 
 
 
 
Purchase of capital assets on account
 
$
1,374

 
$
438


7



Exhibit 99.1 

Key Performance Indicators and Non-GAAP Financial Measures
The primary financial performance measures we use to manage our business and monitor results of operations are revenue trends and operating income trends. In addition, we consider EBITDA and EBITDA % to be useful to management and investors in evaluating our operating performance for the periods presented, and to provide a tool for evaluating our ongoing operations. This information can assist investors in assessing our financial performance and measures our ability to generate capital for deployment among competing strategic alternatives and initiatives.

EBITDA and EBITDA %, however, are not measures of financial performance under generally accepted accounting principles in the United States of America (GAAP) and should not be considered a substitute for operating income as determined in accordance with GAAP. Reconciliations of these items are provided below.

"EBITDA" is defined as operating income, adjusted to exclude depreciation and amortization.

"EBITDA %" is defined as EBITDA divided by revenue.

(In thousands)
 
 
 
 
 
 
 
 
EBITDA (Non-GAAP Measures)
 
Three months ended
 
Nine months ended
 
 
September 28,
 
September 29,
 
September 28,
 
September 29,
 
 
2018
 
2017
 
2018
 
2017
Revenue
 
$
308,095

 
$
269,625

 
$
949,744

 
$
819,005

Operating Income
 
14,006

 
10,090

 
35,676

 
30,943

Add:
 
 
 
 
 
 
 
 
Depreciation and Amortization
 
$
922

 
347

 
2,546

 
1,141

EBITDA
 
$
14,928

 
$
10,437

 
$
38,222

 
$
32,084

EBITDA %
 
4.8
%
 
3.9
%
 
4.0
%
 
3.9
%







8



Exhibit 99.1 

Supplemental Information
Revenue by client branch, contract type, contract relationship, and geographic region for the periods presented below was as follows:
Revenue by Customer
 
Three Months Ended
 
Nine Months Ended
 
 
September 28,
 
% of Total
 
September 29,
 
% of Total
 
September 28,
 
% of Total
 
September 29,
 
% of Total
(In thousands)
 
2018
 
 
2017
 
 
2018
 
 
2017
 
Army
 
$
224,038

 
72
%
 
$
214,152

 
80
%
 
$
700,265

 
74
%
 
$
682,891

 
83
%
Air Force
 
64,278

 
21
%
 
49,435

 
18
%
 
189,954

 
20
%
 
119,896

 
15
%
Navy
 
8,567

 
3
%
 
6,038

 
2
%
 
26,912

 
3
%
 
16,218

 
2
%
Other
 
11,212

 
4
%
 

 
%
 
32,613

 
3
%
 

 
%
Total revenue
 
$
308,095

 
 
 
$
269,625

 
 
 
$
949,744

 
 
 
$
819,005

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue by Contract Type
 
Three Months Ended
 
Nine Months Ended
 
 
September 28,
 
% of Total
 
September 29,
 
% of Total
 
September 28,
 
% of Total
 
September 29,
 
% of Total
(In thousands)
 
2018
 
 
2017
 
 
2018
 
 
2017
 
Cost-plus and cost-reimbursable ¹
 
$
240,338

 
78
%
 
$
194,982

 
72
%
 
$
713,289

 
75
%
 
$
609,323

 
74
%
Firm-fixed-price
 
67,757

 
22
%
 
74,643

 
28
%
 
236,455

 
25
%
 
209,682

 
26
%
Total revenue
 
$
308,095

 
 
 
$
269,625

 
 
 
$
949,744

 
 
 
$
819,005

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
¹ Includes time and material contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue by Contract Relationship
 
Three Months Ended
 
Nine Months Ended
 
 
September 28,
 
% of Total
 
September 29,
 
% of Total
 
September 28,
 
% of Total
 
September 29,
 
% of Total
(In thousands)
 
2018
 
 
2017
 
 
2018
 
 
2017
 
Prime contractor
 
$
290,090

 
94
%
 
$
262,372

 
97
%
 
$
892,206

 
94
%
 
$
799,439

 
98
%
Subcontractor
 
18,005

 
6
%
 
7,253

 
3
%
 
57,538

 
6
%
 
19,566

 
2
%
Total revenue
 
$
308,095

 
 
 
$
269,625

 
 
 
$
949,744

 
 
 
$
819,005

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue by Geographic Region
 
Three Months Ended
 
Nine Months Ended
 
 
September 28,
 
% of Total
 
September 29,
 
% of Total
 
September 28,
 
% of Total
 
September 29,
 
% of Total
(In thousands)
 
2018
 
 
2017
 
 
2018
 
 
2017
 
Middle East
 
223,636

 
72
%
 
217,312

 
80
%
 
662,734

 
70
%
 
660,020

 
80
%
United States
 
54,379

 
18
%
 
36,499

 
14
%
 
203,015

 
21
%
 
112,833

 
14
%
Europe
 
30,080

 
10
%
 
15,814

 
6
%
 
83,995

 
9
%
 
46,152

 
6
%
Total revenue
 
308,095

 
 
 
269,625

 
 
 
949,744

 
 
 
819,005

 
 

9



Exhibit 99.1 


Source: Vectrus, Inc.

10

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Section 3: EX-99.2 (EXHIBIT 99.2)

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VECTRUS THIRD QUARTER 2018 RESULTS CHUCK PROW PRESIDENT AND CHIEF EXECUTIVE OFFICER MATT KLEIN SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER NOVEMBER 6, 2018


 
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 FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS IN 2018 GUIDANCE ABOUT OUR REVENUE, OPERATING MARGIN, NET INCOME, EPS AND NET CASH PROVIDED BY OPERATING ACTIVITIES FOR 2018 AND OTHER ASSUMPTIONS CONTAINED THEREIN FOR PURPOSES OF SUCH GUIDANCE, OTHER STATEMENTS ABOUT REVENUE AND DAYS SALES OUTSTANDING (DSO), OUR CREDIT FACILITY, DEBT PAYMENTS, EXPENSE SAVINGS, CONTRACT OPPORTUNITIES, BIDS AND AWARDS, COLLECTIONS, BUSINESS STRATEGY, OUTLOOK, OBJECTIVES, PLANS, INTENTIONS OR GOALS, AND ANY DISCUSSION OF FUTURE OPERATING OR FINANCIAL PERFORMANCE. WHENEVER USED, WORDS SUCH AS "MAY," "WILL," "LIKELY," "ANTICIPATE," "ESTIMATE," "EXPECT," "PROJECT," "INTEND," "PLAN," "BELIEVE," "TARGET," "COULD," "POTENTIAL,” “ARE CONSIDERING,” "CONTINUE," “GOAL” OR SIMILAR TERMINOLOGY ARE FORWARD-LOOKING STATEMENTS. THESE STATEMENTS ARE BASED ON THE BELIEFS AND ASSUMPTIONS OF OUR MANAGEMENT BASED ON INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE RESULTS CONTEMPLATED BY THE FORWARD- LOOKING STATEMENTS, OUR HISTORICAL EXPERIENCE AND OUR PRESENT EXPECTATIONS OR PROJECTIONS. THESE RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO: OUR DEPENDENCE ON A FEW LARGE CONTRACTS FOR A SIGNIFICANT PORTION OF OUR REVENUE; COMPETITION IN OUR INDUSTRY; OUR DEPENDENCE ON THE U.S. GOVERNMENT AND THE IMPORTANCE OF OUR MAINTAINING A GOOD RELATIONSHIP WITH THE U.S. GOVERNMENT; OUR ABILITY TO SUBMIT PROPOSALS FOR AND/OR WIN POTENTIAL OPPORTUNITIES IN OUR PIPELINE; OUR ABILITY TO RETAIN AND RENEW OUR EXISTING CONTRACTS; PROTESTS OF NEW AWARDS; ANY ACQUISITIONS, INVESTMENTS OR JOINT VENTURES, INCLUDING THE INTEGRATION OF SENTEL CORPORATION INTO OUR BUSINESS; OUR INTERNATIONAL OPERATIONS, INCLUDING THE ECONOMIC, POLITICAL AND SOCIAL CONDITIONS IN THE COUNTRIES IN WHICH WE CONDUCT OUR BUSINESSES; CHANGES IN U.S. GOVERNMENT MILITARY OPERATIONS, INCLUDING ITS OPERATIONS IN AFGHANISTAN; CHANGES IN, OR DELAYS IN THE COMPLETION OF, U.S. OR INTERNATIONAL GOVERNMENT BUDGETS; GOVERNMENT REGULATIONS AND COMPLIANCE THEREWITH, INCLUDING CHANGES TO THE DEPARTMENT OF DEFENSE PROCUREMENT PROCESS; CHANGES IN TECHNOLOGY; INTELLECTUAL PROPERTY MATTERS; GOVERNMENTAL INVESTIGATIONS, REVIEWS, AUDITS AND COST ADJUSTMENTS; CONTINGENCIES RELATED TO ACTUAL OR ALLEGED ENVIRONMENTAL CONTAMINATION, CLAIMS AND CONCERNS; OUR SUCCESS IN EXPANDING OUR GEOGRAPHIC FOOTPRINT OR BROADENING OUR CUSTOMER BASE, MARKETS AND CAPABILITIES; OUR ABILITY TO REALIZE THE FULL AMOUNTS REFLECTED IN OUR BACKLOG; IMPAIRMENT OF GOODWILL; OUR PERFORMANCE OF OUR CONTRACTS AND OUR ABILITY TO CONTROL COSTS; OUR LEVEL OF INDEBTEDNESS; OUR COMPLIANCE WITH THE TERMS OF OUR CREDIT AGREEMENT; SUBCONTRACTOR AND EMPLOYEE PERFORMANCE AND CONDUCT; OUR TEAMING ARRANGEMENTS WITH OTHER CONTRACTORS; ECONOMIC AND CAPITAL MARKETS CONDITIONS; OUR ABILITY TO RETAIN AND RECRUIT QUALIFIED PERSONNEL; OUR MAINTENANCE OF SAFE WORK SITES AND EQUIPMENT; OUR COMPLIANCE WITH APPLICABLE ENVIRONMENTAL, HEALTH AND SAFETY REGULATIONS; OUR ABILITY TO MAINTAIN REQUIRED SECURITY CLEARANCES; ANY DISPUTES WITH LABOR UNIONS; COSTS OF OUTCOME OF ANY LEGAL PROCEEDINGS; SECURITY BREACHES AND OTHER DISRUPTIONS TO OUR INFORMATION TECHNOLOGY AND OPERATIONS; CHANGES IN OUR TAX PROVISIONS INCLUDING UNDER THE TAX CUTS AND JOBS ACT, OR EXPOSURE TO ADDITIONAL INCOME TAX LIABILITIES; CHANGES IN U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES; INCLUDING CHANGES RELATED TO ACCOUNTING STANDARDS CODIFICATION TOPIC 606, REVENUE FROM CONTRACTS WITH CUSTOMERS (ASC 606); ACCOUNTING ESTIMATES MADE IN CONNECTION WITH OUR CONTRACTS; OUR EXPOSURE TO INTEREST RATE RISK; OUR COMPLIANCE WITH PUBLIC COMPANY ACCOUNTING AND FINANCIAL REPORTING REQUIREMENTS; TIMING OF PAYMENTS BY THE U.S. GOVERNMENT; RISKS AND UNCERTAINTIES RELATING TO THE SPIN-OFF FROM OUR FORMER PARENT; AND OTHER FACTORS SET FORTH IN PART I, ITEM 1A, – “RISK FACTORS,” AND ELSEWHERE IN OUR 2017 ANNUAL REPORT ON FORM 10-K AND DESCRIBED FROM TIME TO TIME IN OUR FUTURE REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. WE UNDERTAKE NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY LAW. Page 2


 
BUSINESS UPDATE • Solid Q3’18 results with revenue increasing 14% year-over-year o Vectrus base business grew 4% year-over-year with the remainder coming from SENTEL o Experienced growth in Europe, Middle East and U.S. programs • Successfully phased-in approximately $130 million of new business • New business and re-compete wins o Awarded a $14 million AFCAP task order in Europe o Awarded Air Force Medical Evaluation Support Activity re-compete for software engineering, test and evaluation, and independent verification and validation o Subsequent to Q3, awarded a $60 million task order for base operations support services for the U.S. Navy at Naval Station Guantanamo Bay, Cuba • New business pipeline remains favorable o Approx. $1.0 billion of proposals submitted and pending potential award o $7 billion in potential new business opportunities identified over the next 12 months • LOGCAP V update Page 3


 
2018 NEW BUSINESS WINS(1) Contract Name Contract Type Contract Value Contract Duration Stuttgart Firm-Fixed-Price $43M Jun 2018 May 2023 Kuwait DFAC 3.0 Cost-Plus $108M Feb 2018 Feb 2023 IESS Firm-Fixed-Price $4.5M Jan 2018 Jan 2021 Sheppard Air Force Base Firm-Fixed-Price $84M Oct 2018 Aug 2025 Al Dhafra Air Base (AFCAP) Firm-Fixed-Price $16M May 2018 May 2021 Europe (AFCAP) Firm-Fixed-Price $14M Sep 2018 Aug 2019 Guantanamo Bay Firm-Fixed-Price $60M Dec 2018 Dec 2020 Q3’18 Contract Type YTD New Business (2) YTD New Business (Client)(2) Firm-Fixed Navy Price $330 million of Cost- 18% Army 22% new business Plus 35% wins YTD with 33% Firm-Fixed Cost- 67% being firm- Air Plus fixed-price (1) Price 67% Force 78% 47% (1) Guantanamo Bay was awarded subsequent to Q3’18 and is included in this new business calculation (2) Percentages are based on contract value Page 4


 
Q3 OPERATIONAL HIGHLIGHTS • Solid financial results o Revenue $308.1 million o Operating margin 4.5% o Diluted earnings per share $0.86 • YTD net cash provided by operating activities $8.7 million o Significant cash collections expected in Q4 • Total backlog $3.0 billion • SENTEL integration essentially complete • Headquarters relocation complete • Total leverage ratio of 1.29x to 1.00x o Total debt $76.0 million o Cash $39.6 million Page 5


 
Q3 2018 FINANCIAL RESULTS Page 6


 
BACKLOG(1) ($B) $3.5 $3.3 $3.3 $3.1 $3.0 $3.0 $2.9 $2.5 (2) $2.3 $2.2 $2.0 $2.6 $2.3 $2.2 $1.5 $1.0 $1.0 $0.5 $0.8 $0.7 $0.7 $0.8 $0.0 3Q17 4Q17 1Q18 2Q18 3Q18 Funded Unfunded • Total backlog $3,007 million as of September 28, 2018 o Funded backlog $773 million o Unfunded backlog $2,234 million (1) Total backlog represents firm orders and potential options on multi-year contracts, excluding potential orders under IDIQ contracts. Backlog also excludes contracts awarded to Vectrus but currently in protest with the GAO or the Federal Claims Court. Page 7


 
2018 GUIDANCE SUMMARY 2018 guidance assumptions: • Capital expenditures approximately $9.0 million • Depreciation and amortization expense approximately $4.2 million • 2018 mandatory debt payments $4.0 million • Interest expense approximately $4.7 million • Diluted EPS assumes 11.4 million weighted average diluted shares outstanding at December 31, 2018 (1) See appendix for reconciliation of non-GAAP measures. Page 8


 
VECTRUS THIRD QUARTER 2018 RESULTS CHUCK PROW PRESIDENT AND CHIEF EXECUTIVE OFFICER MATT KLEIN SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER


 
RECONCILIATION OF NON-GAAP MEASURES The primary financial performance measures we use to manage our business and monitor results of operations are revenue trends and operating income trends. In addition, we consider EBITDA, EBITDA %, adjusted net income and adjusted diluted earnings per share to be useful to management and investors in evaluating our operating performance for the periods presented, and to provide a tool for evaluating our ongoing operations. This information can assist investors in assessing our financial performance and measures our ability to generate capital for deployment among competing strategic alternatives and initiatives. EBITDA, EBITDA %, adjusted net income and adjusted diluted earnings per share, however, are not measures of financial performance under generally accepted accounting principles in the United States of America (GAAP) and should not be considered a substitute for net income, diluted earnings per share and operating income as determined in accordance with GAAP. Reconciliations of these items are provided below. "EBITDA" is defined as operating income, adjusted to exclude depreciation and amortization. "EBITDA %" is defined as EBITDA divided by revenue. "Adjusted net income" is defined as net income, adjusted to exclude items that may include, but are not limited to, other income, significant charges or credits that impact current results but are not related to our ongoing operations, unusual and infrequent non-operating items and non-operating tax settlements or adjustments, such as revaluation of our deferred tax liability as a result of the Tax Cuts and Jobs Act, and net settlement of uncertain tax positions. "Adjusted diluted earnings per share" is defined as adjusted net income divided by the weighted average diluted common shares outstanding. Page 10


 
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