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Section 1: 8-K (8-K)

Document


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): May 7, 2019

VECTRUS, INC.

(Exact name of Registrant as specified in its charter)

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

2424 Garden of the Gods Road, Suite 300
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)
Securities Registered Under Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share
VEC
New York Stock Exchange

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 May 7, 2019 that includes financial information for the Company for the first quarter of 2019 and guidance for fiscal 2019. 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. William Noon, Corporate Vice President, Acting Chief Financial Officer and Chief Accounting Officer, will present the financial information for the Company for the first quarter of 2019 and guidance for fiscal 2019 on May 7, 2019. 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
 
 






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: May 7, 2019
 
VECTRUS, INC.
 
By:
/s/ Kathryn S. Lamping
 
Its:
Deputy General Counsel and
Corporate Secretary



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit

Exhibit 99.1 

PRESS RELEASE

CONTACT:

Vectrus
Mike Smith, CFA
719-637-5773


Vectrus Announces First Quarter 2019 Results

Vectrus Records Organic Revenue Growth and Margin Expansion in
First Quarter 2019

In April 2019, Vectrus was awarded a seat on LOGCAP V with CENTCOM and INDOPACOM task orders - positioned for double-digit revenue growth in 2020, assuming normal protest timeline
Revenue grew 2% to $326 million; Diluted EPS increased 15% to $0.62; EBITDA margin1 expanded +60 BPS; EPS includes $0.07 per share of M&A related costs
Strong contract bookings in the quarter of $646 million; Total backlog at quarter-end of $3.35 billion
Remain on track to achieve full-year 2019 guidance
Path toward 5-year goals of $2.5 billion in revenue and 7% EBITDA margin solidified

COLORADO SPRINGS, Colo., May 7, 2019 — Vectrus, Inc. (NYSE:VEC) announced first quarter 2019 financial results for the quarter ended March 29, 2019.

“Vectrus is off to a solid start to the year, with continued strength in bookings, organic growth and margin expansion, solidifying our 5-year path to $2.5 billion in revenue with 7% EBITDA margin,” said Chuck Prow, president and chief executive officer. “Earnings per share in the quarter grew 15% year-over-year on the strength of a 60 basis point expansion in EBITDA margin1 and revenue growth of 2%. We achieved this growth while incurring transaction costs associated with our M&A activities, including the acquisition of certain mission IT contracts, and while phasing in new business won in 2018. Our wins in the quarter yielded continued growth in backlog and further diversified our portfolio. Based on our current momentum, we expect bookings for the full-year 2019 to remain strong. Finally, we were honored to receive a seat on the LOGCAP V contract and both the CENTCOM and INDOPACOM task orders. This award solidifies our position and revenue base in CENTCOM and expands our presence in the Indo-Pacific region. With a solid balance sheet and having validated our strategy to transform Vectrus into a higher value, differentiated platform, we are positioned to continue execution on our organic and inorganic growth strategy. The combination of new contracts won to date and the LOGCAP V awards positions us to deliver double-digit revenue growth in 2020, assuming normal protest cycles."

1



Exhibit 99.1 


First Quarter 2019 Results

First quarter 2019 revenue of $326 million, increased $5.4 million or 2% compared to first quarter 2018. The increased revenue was attributable mainly to increases from Middle East and European programs. During the quarter, Vectrus acquired mission IT contracts that further enhance our capabilities in cyber operations and software and technology deployment.

Operating income was $10.4 million or 3.2% operating margin for the first quarter 2019, compared to $8.7 million or 2.7% in first quarter 2018.

First quarter 2019 diluted EPS were $0.62 compared to $0.54 in first quarter 2018.

Net cash used in operating activities for the quarter ended March 29, 2019 was $6.4 million, a $5.3 million improvement compared to first quarter 2018. Days sales outstanding (DSO) was 66 days in the first quarter of 2019.

Total debt at March 29, 2019 was of $74.0 million, which was down $4.0 million from $78.0 million at March 30, 2018. Cash at quarter-end was $48.2 million. As of March 29, 2019, total consolidated indebtedness to consolidated EBITDA (total leverage ratio) was 1.20x to 1.00x.

Total backlog at March 29, 2019 was $3.35 billion and funded backlog was $1.1 billion

“Our first quarter results demonstrate the increasing power of Vectrus’ strategy and operating model, driving revenue growth and profitability expansion even while investing in new contract startups and absorbing M&A transaction costs. While we expect these contract startups will put pressure on first-half 2019 profit, we remain confident in our full-year 2019 guidance," said Bill Noon, acting chief financial officer of Vectrus. "Our backlog is growing through new wins and re-competes, demonstrated by year-over-year and sequential improvements. Additionally, our award momentum has continued into the second quarter with year-to-date wins totaling $2.2 billion, including contracts under protest. With a strong balance sheet in place to support the execution of our strategic plan and uncertainty removed from our revenue outlook, we are off to a solid start in 2019.”

Reiterating 2019 Guidance

Mr. Prow continued, “Our primary focus for 2019 is strategic execution of our growth and performance improvement initiatives. Our contract wins and strong momentum in backlog support continued sustained growth. The CENTCOM and INDOPACOM task orders will give Vectrus a presence across all 24 time zones and provide a ten-year platform for organic growth. Additionally, our solid balance sheet, combined with revenue certainty from the LOGCAP V award, positions Vectrus to pursue inorganic growth opportunities.”


2



Exhibit 99.1 

Mr. Prow concluded, “Execution of our performance improvement activities, known as Enterprise Vectrus, remains a priority and continues to mature. Enterprise Vectrus encompasses several initiatives focused on process improvement, technology insertion, supply chain and program performance enhancements. Central to our margin expansion strategy are: focused execution of Enterprise Vectrus; volume growth; shaping our contract and client mix; and technology insertion. In our mission to support our servicemen and women in their critical duties around the world, Vectrus continues to advance our capabilities and our competitive profile to further differentiate the company as an innovator in the emerging converged infrastructure market.”

Vectrus’ 2019 guidance ranges are included in the table below and assume interest expense of $4.7 million, operational capital expenditures of approximately $8.5 million, depreciation and amortization expense of $4.1 million, mandatory debt payments of $4.5 million, a tax rate of 21 percent and weighted average diluted shares outstanding of 11.5 million at December 31, 2019.

$ millions, except for operating margin, EBITDA margin, and per share amounts
2019 Guidance
2019 Mid
Revenue
$1,300
to
$1,330
$1,315
Operating Margin
3.8
%
to
4.2
%
4.0
%
EBITDA Margin
4.1
%
to
4.5
%
4.3
%
Net Income
$35.3
to
$40.4
$37.9
Diluted EPS 2
$3.07
to
$3.51
$3.29
Net Cash Provided by Operating Activities
$40.0
to
$46.0
$43.0


The Company notes that forward-looking statements of future performance made in this release, including 2019 guidance, 2020 revenue growth, the LOGCAP V award and CENTCOM and INDOPACOM task orders and the five-year growth plan 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.

First Quarter 2019 Conference Call

Management will conduct a conference call with analysts and investors at 4:30 p.m. ET on Tuesday, May 7, 2019. U.S.-based participants may dial in to the conference call at 855-327-6837, while international participants may dial 631-891-4304. For all other listeners, a live webcast of the conference call will be available on the Vectrus Investor Relations website at http://investors.vectrus.com. An accompanying slide presentation will also available on the Vectrus Investor Relations website.
A replay of the call 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 May 21, 2019, at 844-512-2921 (domestic) or 412-317-6671 (international) with passcode 10006600.
Footnotes:

1 See appendix for reconciliation.

2 2019 EPS guidance is calculated using estimated weighted average diluted common shares outstanding for the year ending

3



Exhibit 99.1 

December 31, 2019 of 11.5 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 base operations; supply chain and logistics services; information technology mission support; and engineering and digital technology 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 customers’ mission success. Vectrus is headquartered in Colorado Springs, Colo., and includes about 6,700 employees spanning 129 locations in 22 countries. In 2018, Vectrus generated sales of $1.3 billion. To learn about career opportunities at Vectrus, visit www.vectrus.com/careers. For more information, visit the company’s website at www.vectrus.com or connect with Vectrus on Facebook, Twitter, and LinkedIn.

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 2019 Guidance above about our revenue, operating margin, net income, diluted EPS and net cash provided by operating activities for 2019 and other assumptions contained therein for purposes of such guidance, other statements about our five-year growth plan, revenue (including 2020 revenue) and DSO, our credit facility, debt payments, expense savings, contract opportunities, bids and awards, including the LOGCAP V award, and CENTCOM and INDOPACOM task orders, 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 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 mix of cost-plus, cost-reimbursable, and firm-fixed price contracts; 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; including protests of the LOGCAP V award and CENTCOM and INDOPACOM task orders; 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; changes in, or delays in the completion of, U.S. or international government budgets or government shutdowns; government regulations and compliance therewith, including changes to the Department of Defense procurement process; changes in technology; intellectual property matters; governmental

4



Exhibit 99.1 

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; the adequacy of our insurance coverage; the volatility of our stock price; 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 2018 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.













5



Exhibit 99.1 





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

 
 
Three months ended
 
 
March 29,
 
March 30,
(In thousands, except per share data)
 
2019
 
2018
Revenue
 
$
325,928

 
$
320,516

Cost of revenue
 
295,596

 
294,050

Selling, general and administrative expenses
 
19,919

 
17,795

Operating income
 
10,413

 
8,671

Interest (expense) income, net
 
(1,575
)
 
(1,164
)
Income from operations before income taxes
 
8,838

 
7,507

Income tax expense
 
1,747

 
1,396

Net income
 
$
7,091

 
$
6,111

 
 
 
 
 
Earnings per share
 
 
 
 
Basic
 
$
0.63

 
$
0.55

Diluted
 
$
0.62

 
$
0.54

Weighted average common shares outstanding - basic
 
11,292

 
11,146

Weighted average common shares outstanding - diluted
 
11,399

 
11,338

 
 
 
 
 




6



Exhibit 99.1 

VECTRUS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
March 29,
 
December 31,
(In thousands, except share information)
 
2019
 
2018
Assets
 
(unaudited)
 
 
Current assets
 
 
 
 
Cash
 
$
48,174

 
$
66,145

Receivables
 
244,116

 
232,119

Other current assets
 
13,938

 
15,063

Total current assets
 
306,228

 
313,327

Property, plant, and equipment, net
 
14,961

 
13,419

Goodwill
 
233,619

 
233,619

Intangible assets, net
 
14,559

 
8,630

Right-of-use assets
 
19,627

 

Other non-current assets
 
4,075

 
3,248

Total non-current assets
 
286,841

 
258,916

Total Assets
 
$
593,069

 
$
572,243

Liabilities and Shareholders' Equity
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable
 
$
143,837

 
$
156,393

Compensation and other employee benefits
 
48,607

 
41,790

Short-term debt
 
5,000

 
4,500

Other accrued liabilities
 
37,193

 
22,303

Total current liabilities
 
234,637

 
224,986

Long-term debt, net
 
67,736

 
69,137

Deferred tax liability
 
54,049

 
55,358

Other non-current liabilities
 
8,403

 
1,462

Total non-current liabilities
 
130,188

 
125,957

Total liabilities
 
364,825

 
350,943

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; 11,352,107 and 11,266,906 shares issued and outstanding as of March 29, 2019 and December 31, 2018, respectively
 
114

 
113

Additional paid in capital
 
72,764

 
71,729

Retained earnings
 
159,966

 
152,616

Accumulated other comprehensive loss
 
(4,600
)
 
(3,158
)
Total shareholders' equity
 
228,244

 
221,300

Total Liabilities and Shareholders' Equity
 
$
593,069

 
$
572,243


7



Exhibit 99.1 

VECTRUS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
 
Three Months Ended
 
 
March 29,
 
March 30,
(In thousands)
 
2019
 
2018
Operating activities
 
 
 
 
Net income
 
$
7,091

 
$
6,111

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation expense
 
788

 
403

Amortization of intangible assets
 
571

 
406

Loss on disposal of property, plant, and equipment
 

 
40

Stock-based compensation
 
1,462

 
1,415

Amortization of debt issuance costs
 
99

 
106

Changes in assets and liabilities:
 
 
 
 
Receivables
 
(12,650
)
 
(37,042
)
Other assets
 
94

 
(1,164
)
Accounts payable
 
(11,367
)
 
9,497

Deferred taxes
 
(1,090
)
 
(827
)
Compensation and other employee benefits
 
6,724

 
5,788

Other liabilities
 
1,892

 
3,630

Net cash used in operating activities
 
(6,386
)
 
(11,637
)
Investing activities
 
 
 
 
Purchases of capital assets and intangibles
 
(9,886
)
 
(73
)
Acquisition of business, net of cash acquired
 

 
(37,210
)
Net cash used in investing activities
 
(9,886
)
 
(37,283
)
Financing activities
 
 
 
 
Repayments of long-term debt
 
(1,000
)
 
(1,000
)
Proceeds from revolver
 
48,000

 
31,000

Repayments of revolver
 
(48,000
)
 
(31,000
)
Proceeds from exercise of stock options
 
602

 
1,309

Payments of employee withholding taxes on share-based compensation
 
(683
)
 
(785
)
Net cash used in financing activities
 
(1,081
)
 
(476
)
Exchange rate effect on cash
 
(618
)
 
690

Net change in cash
 
(17,971
)
 
(48,706
)
Cash-beginning of year
 
66,145

 
77,453

Cash-end of period
 
$
48,174

 
$
28,747

Supplemental disclosure of cash flow information:
 
 
 
 
Interest paid
 
$
988

 
$
991

Income taxes (refunded) paid
 
$
(296
)
 
$
198

Non-cash investing activities:
 
 
 
 
Purchase of capital assets on account
 
$
(966
)
 
$





8



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 margin 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 margin, 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 and diluted EPS 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 margin" is defined as EBITDA divided by revenue.

 
 
 
 
(In thousands), except operating margin and EBITDA margin
 
Three months ended
 
 
March 29,
 
March 30,
 
 
2019
 
2018
Revenue
 
$
325,928

 
$
320,516

 
 
 
 
 
Operating Income
 
$
10,413

 
$
8,671

Add:
 
 
 
 
Depreciation and Amortization
 
$
1,359

 
809

 
 
 
 
 
EBITDA
 
$
11,772

 
$
9,480

EBITDA %
 
3.6
%
 
3.0
%









9



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 Client
 
Three Months Ended
 
 
March 29,
 
% of Total
 
March 30,
 
% of Total
(In thousands)
 
2019
 
 
2018
 
Army
 
226,692

 
69
%
 
237,847

 
74
%
Air Force
 
67,931

 
21
%
 
65,255

 
20
%
Navy
 
15,110

 
5
%
 
8,357

 
3
%
Other
 
16,195

 
5
%
 
9,057

 
3
%
Total revenue
 
$
325,928

 
 
 
$
320,516

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue by Contract Type
 
Three Months Ended
 
 
March 29,
 
% of Total
 
March 30,
 
% of Total
(In thousands)
 
2019
 
 
2018
 
Cost-plus and cost-reimbursable ¹
 
251,478

 
77
%
 
230,208

 
72
%
Firm-fixed-price
 
74,450

 
23
%
 
90,308

 
28
%
Total revenue
 
$
325,928

 
 
 
$
320,516

 
 
 
 
 
 
 
 
 
 
 
¹ Includes time and material contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue by Contract Relationship
 
Three Months Ended
 
 
March 29,
 
% of Total
 
March 30,
 
% of Total
(In thousands)
 
2019
 
 
2018
 
Prime contractor
 
307,058

 
94
%
 
301,028

 
94
%
Subcontractor
 
18,870

 
6
%
 
19,488

 
6
%
Total revenue
 
$
325,928

 
 
 
$
320,516

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue by Geographic Region
 
Three Months Ended
 
 
March 29,
 
% of Total
 
March 30,
 
% of Total
(In thousands)
 
2019
 
 
2018
 
Middle East
 
226,416

 
69
%
 
219,880

 
69
%
United States
 
71,410

 
22
%
 
73,788

 
23
%
Europe
 
28,102

 
9
%
 
26,848

 
8
%
Total revenue
 
$
325,928

 
 
 
$
320,516

 
 
Source: Vectrus, Inc.

10

(Back To Top)

Section 3: EX-99.2 (EXHIBIT 99.2)

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VECTRUS FIRST QUARTER 2019 RESULTS CHUCK PROW PRESIDENT AND CHIEF EXECUTIVE OFFICER BILL NOON ACTING CHIEF FINANCIAL OFFICER MAY 7, 2019


 
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 2019 GUIDANCE ABOUT OUR REVENUE, OPERATING MARGIN, NET INCOME, DILUTED EPS AND NET CASH PROVIDED BY OPERATING ACTIVITIES FOR 2019 AND OTHER ASSUMPTIONS CONTAINED THEREIN FOR PURPOSES OF SUCH GUIDANCE, OTHER STATEMENTS ABOUT OUR FIVE-YEAR GROWTH PLAN, REVENUE (INCLUDING 2020 REVENUE) AND DAYS SALES OUTSTANDING (DSO), OUR CREDIT FACILITY, DEBT PAYMENTS, EXPENSE SAVINGS, CONTRACT OPPORTUNITIES, BIDS AND AWARDS, INCLUDING THE LOGCAP V AWARD AND CENTCOM AND INDOPACOM TASK ORDERS, 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 MIX OF COST-PLUS, COST REIMBURSABLE, AND FIRM-FIXED PRICE CONTRACTS; 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, INCLUDING PROTESTS OF THE LOGCAP V AWARD AND CENTCOM AND INDOPACOM TASK ORDERS; 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; CHANGES IN, OR DELAYS IN THE COMPLETION OF, U.S. OR INTERNATIONAL GOVERNMENT BUDGETS OR GOVERNMENT SHUTDOWNS; 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; THE ADEQUACY OF OUR INSURANCE COVERAGE; THE VOLATILITY OF OUR STOCK PRICE; 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 2018 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


 
Q1 2019 HIGHLIGHTS POST Q1’19 • LOGCAP V seat award and CENTCOM and INDOPACOM task orders – Subsequent to award, several protests were filed with the GAO – Positioned for double-digit revenue growth in 2020 Q1’19 • Revenue growth of 2% year-over-year reflects focus on service delivery excellence and diversification – Driven by growth in the Middle East and Europe • EBITDA margin(1) expansion of 60 BPS, EPS growth of 15% to $0.62 • Strong bookings of $646 million, including K-BOSSS extension • Balance sheet well-positioned with flexibility to execute organic growth strategy and to support pursuit of M&A opportunities • Reiterating 2019 guidance Good Start to the Year; On Track for 2019 Guidance (1) See appendix for reconciliation of non-GAAP measures Page 3


 
2019 FINANCIAL RESULTS (1) See appendix for reconciliation of non-GAAP measures Page 4


 
ORGANIC GROWTH - BACKLOG(1) $4.9 $3.3 $3.3 $3.4 $3.0 $3.0 • Total backlog $3,354 million as of March 29, 2019 - Funded backlog $1,100 million up 60% sequentially and 52% yr/yr - Unfunded backlog $2,254 million down 3% sequentially and 13% yr/yr - Book-to-bill of 2.0x in Q1 and 1.0x on a trailing twelve months • Proforma backlog including protested and subsequent awards $4,887 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. (2) Proforma backlog includes protested and subsequent awards. Page 5


 
ORGANIC GROWTH TO DATE Contract Name Contract Type Contract Value LOGCAP V(1) Cost-Plus $1,383M K-BOSSS Extension Cost-Plus $548M Fleet Systems Engineering Team (FSET) Cost-Plus $151M YTD Awards Defensive Cyber and IT O&M - Cost-Plus $117M $2.2 (1) Government Client Billion AFCAP IV Task Order Fixed-Price $9M Contract Wins Readiness Support Subcontract in Europe Cost-Plus $32M Intelligence Mission Support Subcontract Time & Materials IDIQ Noteworthy Achievements – Won first commercial solutions contract to apply energy solutions – Expanded solutions pipeline and continued progress inserting technology in current program base – Acquired key contracts that enhance capabilities in cyber operations and software/technology deployment – Continued progress diversifying client and contract mix • Expanded pipeline on Non-DOD programs and on subcontract opportunities with large national security platform companies • Secured second major subcontract with a large national security prime contractor (1) Currently under protest with GAO Page 6


 
ORGANIC GROWTH - LOGCAP V LOGCAP V, $82 BILLION, 10 YEAR CONTRACT, FOUR COMPETITORS – • LOGCAP V task awards; $1.4 Billion, ~40% of awarded value • Double digit revenue growth expected in 2020 (given normal protest cycles) CENTCOM & INDOPACOM GIVE VECTRUS A PRESENCE OVERVIEW IN ALL 24 TIME ZONES • CENTCOM and INDOPACOM commands encompass 64% CENTCOM of earth's surface • Complexities demand the flexibility, reliability and experience Vectrus can bring CENTCOM – • Strengthens incumbency • Retains work associated with K-BOSSS • Expands Iraq footprint INDOPACOM – • Provides 10-year platform for growth and client intimacy PROVIDES ACCESS TO ALL “NON-URGENT AND OPPORTUNITY COMPELLING” OPPORTUNITIES IN ALL COMMANDS FOR NEXT 10 YEARS INDOPACOM Page 7


 
NEAR-TERM PRIORITIES AND EXECUTION Vectrus Strategy Strategic Execution GROWTH – BUILD ON MOMENTUM • Retain re-compete programs • Portfolio diversification and solutions Enhance Expand Foundation Portfolio • Progress international sales campaign • LOGCAP V – Leverage new geographic position Innovate and lead in the converged • Enhance M&A focus given revenue certainty and infrastructure market strong balance sheet Add More Value ENTERPRISE VECTRUS ENHANCE PROGRAM & BUSINESS PERFORMANCE • Improve performance on new business phase-in’s • Harden delivery excellence methods and tools Drive toward 5-year goal of $2.5 • Establish Supply Chain as a core competency billion in revenue and 7% • Quicken pace of technology insertion EBITDA margin • Modernize operating platform • Evolving the Vectrus global talent chain Page 8


 
DRIVING TO 5-YEAR MARGIN GOAL Volume and Contract Mix Enterprise Vectrus Solutions and Client Mix Actions: Actions: Actions: • Growth to Create Scale • Enhance Program • Diversify Client Base Performance • Cost-Plus vs Fixed-Priced • Expand Intelligence • Leverage Supply Chain Footprint • Enhance support function • Insert Solutions and transactional efficiency 2% 5% 5% 23% 14% 21% 2016 77% Q1’19 70% Progress 84% Firm-Fixed-Price Cost-Plus 2019 Mid Q1’19 2019 Mid Army Air Force Navy Other Key Strategy Levers to Drive Achievement of 7% Adjusted EBITDA Margin Goal Page 9


 
2019 GUIDANCE 2019 guidance assumptions: • Operational capital expenditures approximately $8.5 million • Depreciation and amortization approximately $4.1 million • Mandatory debt payments $4.5 million • Interest expense approximately $4.7 million • Estimated tax rate of 21% • Diluted EPS assumes 11.5 million weighted average diluted shares outstanding at December 31, 2019 (1) See appendix for reconciliation of non-GAAP measures Page 10


 
EXECUTING VALIDATED STRATEGY • In our mission to support our servicemen and women in their critical missions around the world, Vectrus continues to advance all capabilities • Vectrus’ focus on service delivery excellence, innovation, and growth are expanding and diversifying our client base and introducing new technology-based product and solutions to address converged market opportunity • Honored by LOGCAP V award and task orders • Path toward 5-year goals solidified – Significant contract wins should drive-double digit revenue growth in 2020 Transforming into a higher-value, differentiated innovator leading the emerging converged infrastructure market Page 11


 
APPENDIX


 
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 adjusted net income, adjusted diluted earnings per share, 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. Adjusted net income, adjusted diluted earnings per share, 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 net income and diluted earnings per share as determined in accordance with GAAP. Reconciliations of these items are provided below. "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 and 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. "EBITDA" is defined as operating income, adjusted to exclude depreciation and amortization. "EBITDA %" is defined as EBITDA divided by Page 13


 
VECTRUS FIRST QUARTER 2019 RESULTS CHUCK PROW PRESIDENT AND CHIEF EXECUTIVE OFFICER BILL NOON ACTING CHIEF FINANCIAL OFFICER MAY 7, 2019


 
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