UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)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 2022
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,V2X, Inc.
(Exact name of registrant as specified in its charter)
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| Indiana | | | 38-3924636 |
| (State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification No.)
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2424 Garden of the Gods Road, Colorado Springs, Colorado 80919 7901 Jones Branch Drive, Suite 700, McLean, Virginia 22102 |
(Address(Address of Principal Executive Offices) | (Zip (Zip Code) |
| Registrant’s telephone number, including area code: |
(719)(571) | 591-3600481-2000 | | |
SECURITIES REGISTERED PURSUANT TO SECTIONOF THE ACT:of the Act:
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Title of Each Class | Trading symbol(s) | Name of Exchange on Which Registered |
| Common Stock, Par Value $.01 Per Share | VECVVX | New York Stock Exchange |
SECURITIES REGISTERED PURSUANT TO SECTIONSecurities Registered Pursuant to Section 12(g) OF THE ACT:of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐¨ No ☑þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐¨ No ☑þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑þ No ���¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑þ No ☐¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging"emerging growth company”company" in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | ☐ | Accelerated filer | ☑ | Non-accelerated filer | ☐ |
| Smaller reporting company | ☐ | Emerging growth company | ☐ |
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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. ☐¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑þ
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑þ
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the closing price at which the common equity was last sold as of July 2, 2021,1, 2022, the last business day of the registrant’s most recently completed second quarter, was $543,635,649.289,123,904.
As of February 25, 2022,24, 2023, there were 11,738,54630,927,250 shares of common stock ($0.01 par value per share) outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.Portions of V2X, Inc.’s Proxy Statement for the 2023 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
Auditor Name: Deloitte & Touche, LLP Auditor Location: Denver, Colorado Auditor Firm ID: 34
EXPLANATORY NOTE
Vectrus, Inc. (Vectrus, the Company, our company, we, us or our) is filing this Amendment No. 1 on Form 10-K/A (this Form 10-K/A) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the Securities and Exchange Commission (the SEC) on March 7, 2022 (the Original Form 10-K), for the sole purpose of including the information required by Part III of Form 10-K. This information was previously omitted from the Original 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in Part III to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Form 10-K/A to include Part III information in our Form 10-K because we will not file a definitive proxy statement containing this information within 120 days after the end of the fiscal year covered by the Original Form 10-K. This Form 10-K/A amends and restates in their entirety Items 10, 11, 12, 13 and 14 of Part III of the Original Form 10-K.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), this Form 10-K/A also contains certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
Except as explicitly set forth herein, this Form 10-K/A does not purport to modify or update the disclosures in, or exhibits to, the Original Form 10-K or to update the Original Form 10-K to reflect events occurring after the date of such filing.
VECTRUS,V2X, INC.
INDEX TO AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
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| | | | Page No. |
| PART I | | | |
| Item 1. | Business | | | |
| Item 1A. | Risk Factors | | | |
| Item 1B. | Unresolved Staff Comments | | | |
| Item 2. | Properties | | | |
| Item 3. | Legal Proceedings | | | |
| Item 4. | Mine Safety Disclosures | | | |
| PART II | | | |
| Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | |
| Item 6. | Selected Financial Data | | | |
| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | | | |
| Item 8. | Financial Statements and Supplementary Data | | | |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | |
| Item 9A. | Controls and Procedures | | | |
| Item 9B. | Other Information | | | |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | |
| PART III | | | |
| Item 10. | Directors, Executive Officers and Corporate Governance | | | |
| Item 11. | Executive Compensation | | | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | |
| Item 13. | Certain Relationships and Related Transactions and Director Independence | | | |
| Item 14. | Principal AccountingAccountant Fees and Services | | | |
| PART IV | | | |
| Item 15. | ExhibitsExhibit and Financial Statement Schedules | | | |
Item 1616. | Form 10-K Summary | | | |
| Signatures | | | | |
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PART IIII
ITEM 10.1. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEBUSINESS
DirectorsOverview
V2X, Inc. (V2X or the Company), an Indiana Corporation, formerly known as Vectrus, Inc. (Vectrus), is a leading provider of critical mission solutions primarily to defense clients in 343 locations and 45 countries and territories worldwide.Our global footprint and ability to deliver full lifecycle converged solutions across the world enables us to support the success of our clients' missions rapidly and with precision. As of December 31, 2022, we had approximately 15,400 employees and 6,500 subcontract personnel. V2X offers clients around the world a broad suite of technology and services capabilities to support readiness and modernization initiatives.The Company delivers a comprehensive set of integrated solutions and critical service offerings across the operations and logistics, aerospace, training and technology markets to national security, defense, civilian and international clients.
Vectrus was incorporated in the State of Indiana in February 2014. On September 27, 2014, Exelis Inc, an Indiana corporation, spun-off (the Spin-off) Vectrus and Vectrus became an independent, publicly traded company. References herein to "Exelis" or "Former Parent" refer to Exelis Inc. and its consolidated subsidiaries (other than Vectrus). Exelis was acquired by a predecessor entity of L3Harris Technologies, Inc. in May 2015.
On July 5, 2022 (the Closing Date), Vectrus completed its merger (Merger) with Vertex Aerospace Services Holding Corp., a Delaware corporation (Vertex), thereby forming V2X. The fair value of the consideration transferred with respect to the Merger totaled $634.0 million as of the Closing Date. For a description of the Merger, see Note 3, Merger and Acquisitions. The Merger created a larger and more diversified company with the ability to compete for more integrated business opportunities and generate revenue across geographies, clients, and contract-types. We continue to operate under one reportable business segment post-Merger.
Unless the context otherwise requires or unless stated otherwise, references to "V2X", "we," "us," "our," “combined company”, "the Company" and "our Company" refer to V2X and all of its consolidated subsidiaries (including, subsequent to the Merger, Vertex and its consolidated subsidiaries), taken together as a whole.
Significant Acquisitions
On December 31, 2020, we acquired Zenetex, LLC (Zenetex) and Higgins, Hermansen, Banikas, LLC (HHB). Zenetex is a leading provider of technical and strategic solutions focused on enabling mission readiness, performance, and enhanced protection for defense and national security clients globally and HHB delivers intelligence community solutions. These solutions were integrated into our existing business as additional services. The purchase prices for the Zenetex and HHB acquisitions of $117.6 million and $15.5 million, respectively, were funded with cash on hand and borrowings under our revolving credit facility.
Our Business Strategies
Our strategy is designed to deliver growth by providing converged solutions that fuse the digital and physical aspects of our clients' missions. This strategy also supports our goal to be a leader in the operational segment of the broader Federal services market. Our mission focus, innovation, and technology insertion into converged environments allow us to differentiate, drive value and expand client satisfaction across all geographies and client sets.
We seek to drive growth and deliver value through our strategic framework, which consists of the following strategies: Expand the Base, Capture New Markets, Deliver with Excellence, and Enhance Culture. Key components of these strategies, and our progress in executing these strategies, include:
•Expand the Base. We strive to enhance our business by strengthening our methods and approaches to deliver higher value, high-impact services to our clients, while growing our strong foundation in our core capabilities across the mission lifecycle. The expansion of scope on existing business, execution of our solution sell-through model, and client engagement initiatives are key components of this strategy.
•Capture New Markets. We are focused on creating a higher-value, technology-enabled and differentiated platform by strengthening our technology competencies and fusing the physical and digital aspects of our clients' missions. This strategy focuses on capturing new markets, organically and inorganically, introducing new clients, new capabilities, and new products / solutions, as well as international client expansion and targeted growth campaigns that leverage our strong foundation in aerospace solutions, advanced technology, and global mission training and sustainment. Additionally, we plan to build off of V2X’s enhanced capability set that includes rapid prototyping, platform modernization, 5G, predictive maintenance, software development, cyber asset hardening, and virtual reality training solutions to access new business opportunities, funding streams, and markets that are expected to drive incremental growth.
•Deliver with Excellence. Our initiatives focused on delivery excellence are designed to improve client relationships and improve business performance. As part of this strategy, we are standardizing, improving,
and automating our core operational capabilities through enterprise systems excellence, as well as technology insertion and enablement. For example, we are leveraging our enhanced scale and footprint to further enable global supply chain as a core competency. This core competency is expected to drive efficiencies to both external clients and our core internal operations. Additionally, we incorporate continuous improvement and delivery excellence processes throughout all aspects of our business. Our initiatives, processes, and technology within Delivery Excellence also integrate into our Expand the Base, Capture New Markets, and Enhance Culture strategies, which further drives value creation and differentiation.
•Enhance Culture. Our culture is foundational in our ability to connect people, technology, and capabilities globally across the mission lifecycle. Our ethical culture and people serve as the foundation for providing long-term value to our stakeholders. We strive to support our people to ensure they can bring their best selves to work. We will continue to build and leverage an inclusive business environment by developing leadership competency, increasing employee engagement, and building organizational capacity. For details on how we are striving to enhance our culture, see our Human Capital Management disclosure.
Our Service Offerings
We offer our customers around the world a broad suite of technology and services capabilities to support national security readiness and modernization initiatives. We deliver a comprehensive set of integrated solutions and critical service offerings across the operations and logistics, aerospace, training and technology markets to national security, defense, civilian and international customers. Effective January 1, 2023, the Company is organized across three core business areas to provide multiple service offerings and solutions.
Aerospace Solutions: We provide the engineering, facilities, and skilled employees required to sustain systems and platforms from cradle to grave.We discriminate ourselves through vertically integrated organic engineering, supply chain management, manufacturing, rapid prototyping and dedicated facilities including – 500,000 square feet of hangar space, 4 FAA Part 145 Repair Stations, and over 900,000 square feet of engineering, lab, manufacturing and repair and overhaul space at our Indianapolis facility.Comprehensive in-house testing capabilities including cyber, E3, environmental, AR/VR and development labs reside under one roof at our Indianapolis, Indiana facility. Our teams deliver full spectrum (flight line to depot), safe, high-quality maintenance in support of over 1,200 aircraft deployed around the world that fly more than 300,000 flight hours annually.More than 400 multi-disciplined engineers provide critical development, integration, production, repair and overhaul and sustainment expertise to contracts ranging from situational awareness products to production of missile launchers to repair and overhaul of tactical aircraft radar systems and components.Key critical mission support programs include aircraft maintenance and mission planning personnel who embark on aircraft carriers in support of naval aviator training and qualification, and operation and sustainment of the Joint Mission Planning System.Our Neutral Buoyancy Lab (NBL) Operations Contract team operates and sustains NASA’s NBL that supports human space flight training and operations.
Advanced Technology: Our capabilities include sensors and solutions, as well as the operation of complex systems in austere locations. We discriminate ourselves through unmatched expertise to define and integrate the right technologies for unique mission requirements, driving optimal results and maximum mission efficacy. We provide upgrades and obsolescence management to increase service life and enhance performance as well as DevSecOps to extend enterprise software solutions. Our sensor capabilities include design, integration, and installation of complex, multi-sensor systems for border security and critical infrastructure protection in the U.S. and abroad. Our nationwide deployment of transportation security equipment includes airports for the Transportation Security Administration and commercial customers as well, and we provide program management leveraged in commercial Tolling and Congestion Management markets. Our network and cyber capabilities include IT integration, build, defend, operate and modernize. We operate the largest Outside the Continental United States (OCONUS) cyber center for the Army, in addition to classified communications support and endpoint user training. Our engineering and application work includes spectrum deconfliction, digital integration, Smart X engineering and 5G development, perimeter security, intrusion detection and turnkey product and service support.
Global Mission Training and Sustainment: Our capabilities provide government clients with a full life cycle capability across the spectrum of innovative training solutions and support for logistics, infrastructure sustainment and contingency operations, wherever needed. We differentiate ourselves through a holistic approach that packages solutions to deliver high consequence training, infrastructure sustainment and integrated logistics that ensures readiness while at home station and mission or contingency support while deployed. We provide infrastructure operations and sustainment for fixed facilities worldwide that focuses on preventative, predictive and reliability-centered maintenance to provide the greatest readiness at the lowest cost. At the same facilities, we provide cutting edge training to prepare the Warfighter for their mission. Whether it is designing synthetic training environments, providing subject matter experts and trainers at the National Training Center in the U.S. or the Joint Multinational Readiness Center in Germany, our team is deployed with our clients and ensures they are ready to execute their mission set when called upon. Once deployed, our clients find us in theater to meet them and ensure they are supported logistically with facilities, training ranges / opportunities, logistical support and materials. We also provide commercial training
to both large U.S. companies and to foreign governments that leverage state of the art remote learning platforms. Our team of professionals provides worldwide support to the U.S. Intelligence Community; Critical Infrastructure & Logistics in support of Intelligence Operations; Classified IT; Intelligence Services; and Cyber Security.
Customers
Our strong relationship with the Department of Defense (DoD) is attributable to our dedication to program performance, global responsiveness and operational excellence, as well as to the execution of our core values of integrity, respect, responsibility and professionalism. We treat sales to our U.S. government customers as sales within the U.S. regardless of where the services are performed.
Revenue, primarily from U.S. government customers, for the periods presented below was as follows:
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| | Year Ended December 31, |
| (In thousands) | | 2022 | | 2021 | | 2020 |
| Army | | $ | 1,342,406 | | | $ | 1,134,849 | | | $ | 965,558 | |
| Navy | | 713,732 | | | 224,407 | | | 68,748 | |
| Air Force | | 459,849 | | | 266,291 | | | 299,272 | |
| Other | | 374,873 | | | 158,118 | | | 61,951 | |
| Total revenue | | $ | 2,890,860 | | | $ | 1,783,665 | | | $ | 1,395,529 | |
Key customer services contracts include the following:
•The Logistics Civil Augmentation Program V (LOGCAP V) indefinite delivery and indefinite quantity (IDIQ) contract for base operations support and sustainment services to the Army. LOGCAP V provides each Army Service Component Command Commander a dedicated regional sustainment capability with a 72-hour response time, and scalability and flexibility that aligns with the military operational tempo. LOGCAP V augments theater sustainment, engineering, and base operations support forces with a capability that can rapidly respond to multiple global contingency and non-contingency missions across the entire continuum of military operations. V2X is one of four award recipients of the basic IDIQ contract and supports two geographic combatant commands, CENTCOM and INDOPACOM. All Army contingency tasks associated with both CENTCOM and INDOPACOM will be performed by V2X for the first five years of LOGCAP V.
The Company's major task orders under the LOGCAP V program are:
▪Kuwait Task Order – V2X supports all base operations on multiple bases in Kuwait in support of power projections and reception operations.
▪Iraq Task Order – V2X supports all base operations on multiple bases in Iraq in support of counter-ISIS operations.
▪INDOPACOM Task Order– V2X supports base operations and contingency sustainment in multiple countries throughout the INDOPACOM region.
•Cobra Dane Radar Maintenance Operation (COBRA DANE). We operate, maintain and upgrade the AN/FPS-108 radar and associated systems in support of the Strategic Warning and Surveillance Systems Division COBRA DANE Program Office located in Shemya, Alaska.
•Operations, Maintenance and Defense of Army Communications in Southwest Asia and Central Asia (OMDAC-SWACA). We provide the operations, maintenance and defense of the Army’s communications network across multiple locations in the Middle East and Central Asia.
•T-45 Contractor Logistics Support. We provide Organizational, Intermediate and Depot level maintenance for the Navy’s fleet of 193 T-45 that are used to train jet, strike pilot and naval flight officers.
•Naval Test Wing Atlantic (NTWL). The NTWL contractor logistics support contract provides maintenance in support of the Navy’s test and evaluation aircraft primarily located at NAS Patuxent River, Maryland.
•Fleet Systems Engineering Team (FSET II). We provide on-site technical and end-to-end systems engineering support for C4I systems for the U.S. Navy. FSET II assures effective operations for all afloat and ashore C4I systems throughout the deployment cycle and provides systems engineering and technical support for rapid introduction of new capabilities into the fleet.
•Advanced Helicopter Training System. We provide all levels of maintenance, to include organizational flight line maintenance and depot level maintenance, for the Navy’s fleet of TH-57 and TH-73 training helicopters.
•Fort Bragg Logistics Support Services. The Fort Bragg Logistics Readiness Center serves as the primary logistics provider for maintenance, supply and services, and transportation support to the installation.
•Thule Air Force Base Operations Support in Greenland (THULE). We provide base operations and maintenance services under extreme weather conditions to the Thule Air Base (AB) in Greenland. The THULE AB is home to the 821st Air Base Group and host to both the Early Warning Radar (EWR) 12th Space Warning Squadron and the Air Force Satellite Control Network Detachment 1 Polar Orbiting Geophysical Observatory 23rd Space Operations Squadron. EWR is one of many worldwide sensors reporting missile warning and space surveillance information to the North American Aerospace Defense command center in Cheyenne Mountain Air Station.
•U.S. Marine Corps Secondary Repairables (SECREPS). We provide the remanufacture, overhaul or repair and/or tear down and evaluation of Marine Corps Ground Equipment SECREP items turned in at designated Government locations worldwide.
•Transportation Security Administration Checked Baggage - Screening Equipment Deployment Services (CB-SEDS). We provide installation, on-site coordination and oversight support to CB-SEDS at federalized airports nationwide.
•Maxwell Air Force Base Operations Support in Montgomery, Alabama. We operate and maintain the key facilities at the Air University, which provides the full spectrum of Air Force education, from pre-commissioning to the highest levels of professional military education such as the Air War College.
•Operations, Maintenance, and Supply - Europe. We provide IT support and services for the 2nd Signal Brigade G-6 mission within the U.S. Army Europe, U.S. European Command and U.S. Africa Command areas of operation.
•Air Force Global Strike Command (AFGSC). This contract provides maintenance for the USAF’s fleet of helicopters that provide support and security for AFGSC’s missions and weapons including intercontinental ballistic missiles and bomber aircraft.
Competition
Our competition varies depending on our service offerings. Our principal competitors in Aerospace Solutions include Amentum, IAP Worldwide Services, AAR, M-1 Support Services, Jacobs Technology, Marvin Engineering, divisions of Leidos Holdings, divisions of Northrop Grumman Services, and Akima Logistics Services, among others. Our principal competitors in Advanced Technology include divisions of Leidos Holdings, Inc., Science Applications International Corporation (SAIC), Peraton, and General Dynamics (GD) Technologies Segment. Within our Global Mission Training and Sustainment service offering, we see many of the same competitors such as Amentum, Leidos, SAIC, GD in addition to KBR, Valiant Integrated Services, PULAU Corporation and Lockheed Martin, Rotary and Missions Systems Segment. There are typically fewer competitors in the overseas market for each of our services capabilities and they vary from region to region.
The U.S. government has implemented policies designed to protect small businesses and under-represented minority contractors. From time to time, certain U.S. government work in the U.S. has been restricted to small businesses, including Alaskan native companies. We participate with these small businesses as a subcontractor for select opportunities. In addition, we rely on our teaming relationships with other prime contractors and subcontractors for large procurements or other opportunities where we believe the combination of services will help us win and perform the contract. Our competitors may consolidate or establish teaming or other relationships among themselves or with third parties to increase their ability to address customers’ needs.
Competitive bids for the work that V2X pursues are based on technical qualifications and corporate experience in performing contracts of similar size and scope and can be highly price sensitive. While not every contract is procured via selection of the lowest priced bidder, customers are sensitive to cost based on their budget allocations. Acquisition cycles are long (generally 12 to 24 months), and contracts are typically multi-year contracts that include an initial period of one-year or less with annual one-year (or less) option periods for the remaining contract period.
Some U.S. government customers have shown a strong preference for multiple award IDIQ contracts. These contracts offer awards to a pool of contractors, followed by competition within the pool for individual programs via task orders under each IDIQ over the period of performance. The period of performance under IDIQ contracts follows a traditional three-to-ten-year performance cycle. The governing IDIQ contracts often have multi-billion-dollar ceiling values.
We closely monitor costs to foster highly competitive pricing and use an in-house business development model both to manage the cost of revenue and capture opportunities for future bids.
Seasonality
We do not consider any material portion of our business to be seasonal. However, various factors can affect the distribution of our revenue between accounting periods, including the timing of awards, product deliveries, customer acceptance of products and services, contract phase-in durations, contract completions, world events and the availability of customer funding. Weather and natural phenomena can also temporarily affect the performance of our services.
The U.S. government's fiscal year ends on September 30 of each year. U.S. government agencies may award extra tasks or complete other contract actions in the timeframe leading up to the end of its fiscal year in order to avoid the loss of unexpended fiscal year funds, which may favorably impact our third fiscal quarter.
Regulatory Environment
The U.S. government markets in which we serve are highly regulated. When working with U.S. agencies and entities, we are subject to laws and regulations relating to the creation, administration and performance of contracts. Among other things, these laws and regulations:
•Require compliance with government standards for contract administration, accounting and management internal control systems;
•Define allowable and unallowable costs and otherwise govern our right to reimbursement under various flexibly priced U.S. government contracts;
•Require certification and disclosure of cost and pricing data in connection with certain contract negotiations;
•Require us not to compete for, or to divest ourselves of, work if an organizational conflict of interest exists related to such work that cannot be appropriately mitigated; and
•Restrict the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.
U.S. government contracts generally are subject to the Federal Acquisition Regulation (FAR), which sets forth policies, procedures and requirements for the acquisition of goods and services by the U.S. government, agency-specific regulations that implement or supplement FAR, such as the DoD’s Federal Acquisition Regulation Supplement (DFARS), and other applicable laws and regulations. These regulations impose a broad range of requirements, many of which are unique to government contracting, including various rules regarding procurement, import and export, security, contract pricing and cost, allowable costs, contract performance, contract termination and adjustment, audits, and IT system security and privacy controls. In addition, as government contractors, we are subject to routine audits and investigations by U.S. government agencies, such as the Defense Contract Audit Agency (DCAA) and the Defense Contract Management Agency (DCMA). These agencies review our performance, cost structure, incurred costs, forward pricing rates and compliance with applicable laws, regulations and standards under our contracts. The DCAA also reviews the adequacy of and our compliance with our internal control systems and policies, including our accounting, purchasing, government property, estimating, and related government business systems.
The U.S. government may revise its procurement practices or adopt new or revised contract rules and regulations at any time. To help ensure compliance with these complex laws and regulations, all of our employees are required to complete ethics and other compliance training relevant to their respective positions.
We are subject to other U.S. government laws, regulations and policies, including the International Traffic in Arms Regulations, the Export Administration Regulations, the Foreign Corrupt Practices Act and the False Claims Act. When working overseas, we must comply not only with applicable U.S. laws and regulations, but also with foreign government laws, regulations and procurement policies and practices, which may differ from U.S. laws, including regulations relating to import-export control, foreign tax considerations, data privacy, foreign labor and environmental law, and anti-corruption.
Contracts
U.S. government programs generally are implemented by the award of individual contracts to a prime contractor, which may utilize one or more subcontractors. Our Company usually is a prime contractor on long-term contracts that are of a finite duration of generally between three and ten years. We were the prime contractor on contracts representing 93%, 93% and 95% of our revenue for the three years ended December 31, 2022, 2021, and 2020, respectively. In other contracts, we team with the prime contractor as a subcontractor. The U.S. Congress usually appropriates funds on a fiscal year basis even though a program may extend across several fiscal years. Consequently, programs are often only partially funded initially, and additional funds are committed only as the U.S. Congress approves further appropriations. Prior to the expiration of a contract, if the customer requires further services of the type provided by the contract, it typically begins a competitive rebidding or recompete process. The contracts and subcontracts under a program generally are subject to termination for convenience or adjustment if appropriations for such programs are not available or if they change. The U.S. government is required to equitably adjust a contract for additions to or reductions in scope or other changes, including price, which it directs.
Generally, the sales price elements for our contracts are cost-plus, cost-reimbursable, time-and-materials or firm-fixed-price. We commonly have elements of cost-plus, cost-reimbursable and firm-fixed-price contracts on a single contract.
On a cost-plus contract, we are paid our allowable incurred costs plus a profit, which can be fixed or variable depending on the contract’s fee arrangement, up to funding levels predetermined by our customers. On cost-plus contracts, we do not bear the risks of unexpected cost overruns, provided that we do not incur costs that exceed the predetermined funded amounts. Most of our cost-plus contracts also contain a firm-fixed-price element. Cost-plus contracts with award and incentive fee provisions are our primary variable contract fee arrangement. Award fees provide for a fee based on actual performance relative to contractually specified performance criteria. Incentive fees provide for a fee based on the relationship between total allowable and target cost.
On most of our contracts, a cost-reimbursable element captures consumable materials required for the program. Typically, these costs do not bear fees.
On a time-and-materials contract, we are reimbursed for labor at fixed hourly rates and generally reimbursed separately for allowable materials, costs and expenses at cost. For this contract type, we bear the risk that our labor costs and allocable indirect expenses are greater than the fixed hourly rate defined within the contract.
A firm-fixed-price contract typically offers higher profit margin potential due to a greater level of risk than a cost-plus contract. On a firm-fixed-price contract, we agree to perform the contractual statement of work for a predetermined contract price. Although a firm-fixed-price contract generally permits us to retain profits if the total actual contract costs are less than the estimated contract costs, we bear the risk that increased or unexpected costs may reduce our profit or cause us to sustain losses on the contract. Although the overall scope of work required under the contract may not change, profit may be adjusted as experience is gained and as efficiencies are realized or costs are incurred.
The percentage of our total revenue generated from each contract type for the periods presented was as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| Contract type | | 2022 | | 2021 | | 2020 |
| Cost-plus and cost-reimbursable | | 56 | % | | 71 | % | | 68 | % |
| Firm-fixed-price | | 40 | % | | 25 | % | | 29 | % |
| Time-and-materials | | 4 | % | | 4 | % | | 3 | % |
| Total revenue | | 100 | % | | 100 | % | | 100 | % |
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Backlog
For a discussion of our backlog, see Management’s Discussion and Analysis of Financial Condition and Results of Operations - Backlog in Item 7 of Part II of this Annual Report on Form 10-K.
Environmental, Health and Safety
We are subject to federal, state, local, and foreign environmental protection laws and regulations, including those governing the management and disposal of hazardous substances, the cleanup of contaminated sites, and the maintenance of a safe and healthy workplace for our employees, contractors, and visitors. Environmental, health and safety laws and regulations are subject to change, the nature of which is inherently unpredictable, and the timing of potential changes is uncertain. Environmental, health and safety requirements affect all of our operations, and we have established a comprehensive program that is aligned with recognized standards for environmental and safety management, to address compliance with applicable environmental, health and safety laws and regulations, and the expectations of our customers.
Human Capital Management
We believe our employees are among our most important resources and are critical to our continued success. On December 31, 2022, we employed approximately 15,400 full-time employees, an increase of 7,300 employees from December 31, 2021 primarily due to the Merger. We also utilized approximately 6,500 subcontract workers, which remained substantially unchanged from the prior year. As of December 31, 2022, approximately 35% of our employees were represented by 54 collective bargaining agreements with labor unions. In the ordinary course of business, a number of collective bargaining agreements will be subject to renegotiation in a given year. We do not expect that any of the contracts subject to renegotiation in 2023 (individually or as a whole) present a significant risk to our business. We believe that relations with our employees and union representatives are positive.
We continue making significant investments in attracting and retaining talented and experienced individuals to manage and support our operations, and our management team routinely reviews employee turnover rates at various levels of the organization to help understand and resolve barriers to retention.
V2X routinely conducts annual employee engagement surveys. The results of those surveys are anonymized and shared with V2X employees and with management. Additionally, the results of the surveys are scored to form a benchmark
against which the results of future surveys will be evaluated. In 2022, V2X engaged our larger, and recently merged, global workforce through structured surveys using a third-party platform to better understand concerns and expectations regarding Ethics, and Diversity, Equity & Inclusion (DE&I). Responses to the 2022 employee engagement surveys indicated that V2X employees generally find the company culture to be inclusive, a great place to work, and that managers’ behaviors were consistent with the V2X Code of Conduct.
Employment Benefits
We pay our employees competitively and offer a broad range of company-paid benefits, which we believe are competitive with others in our industry. Our employment benefits program includes a comprehensive benefits package, such as:
•flexible work options;
•education benefits, including tuition reimbursement program to select employees;
•wellness program;
•paid parental leave program;
•employee assistance program; and
•retirement savings plan.
Diversity, Equity, and Inclusion
V2X’s DE&I philosophy calls for the intentional recruitment, retention, and growth of a diverse workforce, which includes employees, contractors, and Other Country National (OCN) staffing. In 2022, V2X renewed its certification to the International Stability Operations Association’s Women, Peace and Security Program for fiscal years 2023 through 2024. The DE&I Executive Council hosted over 150 V2X women leaders in the Middle East and Europe for a one-day professional and personal development networking event. The event highlights also included stories of women leaders who contribute every day to the success of V2X.
Our DE&I Executive Council, composed of the Company’s Chief Executive Officer and other senior leaders that sponsor our Employee Resource Groups (ERGs), oversee our DE&I strategy and philosophy against our business practices. Our five ERGs are: Allies of Pride, Diverse Abilities, People of Color, Women at V2X and V2X Veterans.
In 2022, our five ERGs developed goals in three focus areas to foster awareness, respect, and inclusion:
•Business development and outreach;
•Employee engagement and retention and professional development; and
•Recruitment.
Annually, ERGs evaluate their performance against these goals and report them to the DE&I Executive Council, which in turn reports at least annually to our Board of Directors.
We are a leading employer of veterans and veteran spouses with more than 42% of our U.S employees voluntarily reporting a military background, and we have been recognized numerous times in recent years by veteran-focused organizations as a military-friendly employer, including recently by the National Organization on Disability as a Leading Disability Employer, by the Military Friendly Company as a Top 10 Diversity Supplier and as a Top 10 Military Spouse Employer, and by the Military Times as a Best for Vets Employer.
In 2022, the Company published its inaugural DE&I Annual Report. The report shares the Company’s diversity strategies, practices, policies and programs from across the business and includes our U.S. employee demographics for 2021.
Learning and Development
We provide learning and development opportunities to our employees to support a successful career at V2X. Our on-line V2X University gives employees access to more than 2,000 virtual courses that address such topics as leadership/management and information technology skills, along with the standard required compliance courses required for a defense contractor company. We are committed to identifying and developing the talents of our next generation of leaders by providing knowledge to help early-in-career employees develop the skills needed to advance within the organization. We also provide training programs to keep our supervisors current on best practices and ensure they focus on the success of their people. Also, we offer additional development opportunities to select employees to attend training and mentoring sessions.
Developing talent and ensuring a pipeline to leadership is a priority for the Company. To that end, the Company has a robust talent and succession planning process and has established a specialized program to support the development of our talent pipeline for critical roles. We conduct periodic reviews of succession plans and the individual development plans of our emerging talent. These sessions focus on high potential talent, diverse talent, and the succession for our most critical roles,
and are led by our Vice President and Chief Growth & Client Service Officer, Chief Human Resource Officer, and Senior Vice Presidents.
We periodically hold senior leadership development events to continually develop leadership and management skills. In November 2022, we held our Leading into 2023 conference to bring together our leaders from both legacy companies to collaborate on the future of V2X.
Health and Safety
Our health and safety management system aligns with the ISO 45001 standard and includes the following elements:
•Setting annual program-level goals and objectives;
•Monitoring relevant legal and customer-specific requirements;
•Providing training to employees and contractors on health and safety provisions;
•Assessing environmental, health, and safety risks company-wide;
•Engaging with the workforce to identify health and safety risks and opportunities; and
•Conducting internal audits to evaluate compliance with the employee health and safety (EHS) Plan, legal and other requirements, and best practices.
We track workforce safety metrics including Total Recordable Incident Rate, Days Away Restricted or Transferred Rate as well as Near Miss Frequency Rate. We initiated annual reporting of these metrics in 2021. Our robust EHS program promotes a safe and healthy workplace for all employees and subcontractors.
In response to the COVID-19 pandemic, we implemented public health and safety protocols in compliance with government agencies, health authorities and customer requirements. We continued to educate and keep the workforce informed on how to deploy the infectious disease response plan at the local level. In the third quarter of 2022, we conducted a review of our pandemic response actions, and lessons learned during the first two years of the COVID-19 pandemic and changes in workplace standards and regulations and are working toward updating our Infectious Disease Preparedness and Response Action processes.
Ethics and Compliance
All employees must adhere to the V2X Code of Conduct (COC) that sets standards for appropriate behavior and includes required annual training on preventing, identifying, reporting and stopping any type of unlawful discrimination, unethical behaviors, and unacceptable conduct. The V2X Code of Conduct, and the standards of business conduct and ethics incorporated in the Code, apply to all employees, officers, and directors of V2X. V2X requires each employee to complete Code of Conduct training annually. Our COC was updated in 2022 for the combined entity post-Merger. We also sponsored our first Annual Corporate Compliance Ethics Week Program in 2022, which was open to all V2X employees, and was designed to shine a spotlight on Corporate Ethics by highlighting our Core Values, educating employees on our “Speak Up” culture and providing best practices resources for leaders in addressing employees’ concerns.
Combating Trafficking in Persons (CTIP) and OCN Compliance
V2X recognizes the risks of child labor, human trafficking and modern slavery associated with its global contracting activities and is committed to complying with internationally recognized human rights provisions and prohibitions against human trafficking and modern slavery established under the FAR CTIP and the laws and regulations of the countries in which it conducts business. This commitment is codified in our COC and our Supplier Code of Conduct.
V2X monitors its subcontractors to verify that they are maintaining compliance with CTIP and other provisions in their contracts. Additionally, V2X maintains an active CTIP Awareness campaign at each program location, to reinforce our protection of human rights and to empower all employees to confidently report suspected violations without fear of retaliation. V2X quickly investigates reported or suspected CTIP violations, which if verified, are reported immediately to our Senior Vice President, General Counsel, Chief Legal Officer and Secretary and the appropriate United States Government (USG) and program authorities.
V2X requires that corrective actions (CA) be put in place by subcontractors or employees for confirmed CTIP violations. If CTIP violations warrant, a subcontractor or employee unable to promptly execute or comply with approved CAs will be removed from the contract. V2X conducts regularly scheduled audits and inspections of employee housing and transportation, interviews employees hired through our subcontractors, and reviews employment contracts and related documentation to further validate our subcontractors' compliance with FAR 52.222-50 and both country of origin and host nation labor laws.
Information about our Executive Officers
The following table sets forth certain information describes the biographical information, offices held, other business directorships, additional director experience, qualifications, attributes and skills and the class and term of each of our directors, as of DecemberJanuary 31, 2021. There are no arrangements or understandings between2023 regarding our executive officers, including a directorfive-year employment history and any other person pursuant to which such Director was or is to be selected as a director or nominee.directorships held in public companies.
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| Name | | Age | | Director
SinceCurrent Title(s) | | IndependentBusiness Experience | | Class | | Current
Term
Expires | | Audit
Committee | | Compensation and Personnel
Committee | | Nominating and
Governance
Committee | | Strategy
Committee |
Bradford J. Boston | | 68 | | 2014 | | Yes | | I | | 2024 | | | | | | | | |
Charles L. Prow | | 62 | | 2016 | | No | | I | | 2024 | | | | | | | | |
Phillip C. Widman | | 67 | | 2014 | | Yes | | I | | 2024 | | | | | | | | |
Louis J. Giuliano | | 75 | | 2014 | | Yes | | II | | 2022 | | | | | | | | |
Mary L. Howell | | 69 | | 2014 | | Yes | | II | | 2022 | | | | | | | | |
Eric M. Pillmore | | 68 | | 2014 | | Yes | | II | | 2022 | | | | | | | | |
William F. Murdy | | 80 | | 2014 | | Yes | | III | | 2023 | | | | | | | | |
Melvin F. Parker | | 54 | | 2014 | | Yes | | III | | 2023 | | | | | | | | |
Stephen L. Waechter | | 71 | | 2014 | | Yes | | III | | 2023 | | | | | | | | |
Chairperson
Member | | | | | | | | | | | | | | |
Name | | Biographical Information and Qualifications |
Bradford J. Boston | | Mr. Boston serves as a Director. From 2012 to February 2018, Mr. Boston served as the President and Chief Executive Officer of NetNumber Inc., a provider of next-generation centralized addressing, routing and database solutions to the global communications industry. He was Senior Vice President of Global Government Solutions & Corporate Security Programs Office of Cisco Systems, Inc., a multinational technology company that designs, manufactures and sells networking equipment, from 2006 to 2012, where he was responsible for engineering, business development and advanced services groups in support of defense customers in the United States, NATO and elsewhere and led all Cybersecurity coordination efforts with various governments around the world. Before that, he was Chief Information Officer of Cisco Systems, Inc. from 2001 to 2006. He also held senior positions at Corio, Inc., Sabre Holdings Corporation, American Express Company and Visa International from 1993 to 2001. Mr. Boston previously served on the Board of Directors of NetNumber Inc. Mr. Boston received a Bachelor’s degree from the University of Illinois.
Qualifications:
Mr. Boston has extensive leadership and management experience in delivering technology solutions, including to defense industry customers. He has also served in various senior management positions at both public and private companies.
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| Charles L. Prow | | 63 | | President and Chief Executive Officer (CEO), Director | | Mr. Prow has served as our President, CEO and Chief Executive Officerdirector of the Company since December 2016. He is also a member of our Board of Directors. Mr. Prow has over 30thirty years of information technology and federal services experience, including leadership positions at IBM Corporation, PricewaterhouseCoopers, and Coopers & Lybrand. During his career, he has run large global government services organizations, delivering solutions to a wide array of Department of DefenseDoD and other government customers. From August 2015 through August 2016, he served as President, CPS Professional Services, a service-disabled veteran-owned small business, where he provided management consulting services to U.S. government clients. Previously, Mr. Prow served in multipleProw's roles withat IBM Corporation a multinational technology company, including:include: (i) from 2014 to 2015 as General Manager, Global Government Industry in connection with IBM’s technology and services competencies, where he had responsibility for global revenues exceeding $9 billion;billion, (ii) from 2012 to 2013 as General Manager, Global Business Services, with strategic, profit and loss and operational responsibility for IBM’s overmore than $4 billion North America consulting services unit;unit, and (iii) from 2007 to 2012 as General Manager, Global Business Services, with strategic, profit and loss and operational responsibility for IBM’s overmore than $2.4 billion United StatesU.S. Public Sector business unit. He currently serves on the board of directors for the Professional Services Council, Christian Brothers High School - St. Louis Missouri, and International Research and Exchange Board (IREX). Mr. Prow has a Bachelor’s of Science degree in Management and Data Processing from Northwest Missouri State University.Qualifications:
Mr. Prow has an extensive background and leadership experience in global government services organizations and expertise involving information technology and the development of complex strategic solutions for a wide range of government customers. His strong business background provides him with a valuable perspective and deep understanding of the challenges facing government services organizations.
Board. |
Phillip C. WidmanSusan D. Lynch | | Mr. Widman serves as a Director. From 2002 to his retirement in 2013, Mr. Widman was 61
| | Senior Vice President and Chief Financial Officer (CFO) | | Ms. Lynch has served as Senior Vice President and Chief Financial Officer since August 2019. From April 2016 until August 2019, Ms. Lynch served as Chief Financial Officer and Executive Vice President of Terex Corporation,Sungard Availability Services Capital Inc., a $1.1 billion private equity backed, global manufacturer delivering customer-driven solutions for a wide range of commercial applications, including the construction, infrastructure, quarrying, mining, manufacturing, transportation, energyenterprise providing cloud, disaster recovery, managed private and utility industries.shared hosting and colocation IT services. From 20012007 to 2002, he was an independent consultant, and from 1998 to 2001, he2015, Ms. Lynch served as Executive Vice President and Chief Financial Officer of PhilipHitachi Vantara (formerly known as Hitachi Data Systems), a more than $4 billion division of Hitachi, Ltd. and provider of global data storage infrastructure solutions, software, and professional services. From 2005 to 2007, Ms. Lynch was VP & CFO for Raytheon Technical Services Company, a $2 billion segment of Raytheon Company. From 1984 to 2005, Ms. Lynch held various financial leadership positions with Honeywell International, Inc. Her last position with Honeywell was Assistant Corporate Controller. Ms. Lynch left Honeywell International temporarily and was CFO of Geonex Corporation an integrated environmentalfrom 1993 to 1994. Susan is a Certified Public Accountant. In November 2021, Ms. Lynch was elected to the Board of Directors of Allegro Microsystems (NASDAQ: ALGM) and industrial service corporation.currently serves on the Audit committee. |
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| William W. Beard | | 63 | | Senior Vice President, Aerospace Solutions | | Mr. Beard has served as Senior Vice President, Aerospace Solutions since January 2023. From 2020 to January 2023, Mr. Beard served as the operations and strategy executive responsible for growth, strategy and operational efficiency at Vertex. Previously, he served as the lead consultant and proprietor from 2016 to 2019 for Allegiant Professional Services, providing operations, strategy, and new business development services to aerospace and defense clients. From 2013 to 2016, he served as Vice President and General Manager of GKN Aerospace, where he oversaw factories manufacturing flight critical components and assemblies for The Boeing Company, Honda Aircraft Company, and Honeywell Aerospace. Prior to joining Philip Services Corporation,GKN Aerospace, he led operations for DRS Technologies C3 and Aviation Group for four years. Before that, Mr. Widman spent 11 years at Asea Brown Boveri Ltd. and 12 years at UNISYS Corporation in various financial and operational capacities. Mr. Widman currently serves as a director of Sturm, Ruger & Co., Inc., where he is the Chairman of the Risk Committee and a member of the Compensation and Capital Policy Committees, and as a director of Harsco Corporation, where he is the Chairman of the Audit Committee and a member of the Nominating and Governance Committee. He was a director of Lubrizol Corporation from November 2008 until its acquisition by Berkshire Hathaway in September 2011, where heBeard served as Vice President of Operations at L-3 Vertex Aerospace. Before joining L-3 Vertex Aerospace, he held multiple positions at L-3 Communications Integrated Systems, including Senior Director for Federal Programs. Mr. Beard’s early career includes 20 years in active duty with the United States Navy, holding roles in a membervariety of intelligence, surveillance, and reconnaissance and special mission aircraft organizations. Mr. Beard earned Air Medals for missions flown during Operation Desert Storm in Kuwait, and in Bosnia during the Nominating and Governance Committee and Chairman of the Audit Committee.Balkans conflict. Mr. WidmanBeard received a BBAbachelor’s degree from the University of MichiganNew Hampshire College and an MBA from Eastern MichiganBaylor University.Qualifications:
Mr. Widman has He is also a graduate of an extensive financial and management background and has experience serving as a chief financial officer and senior executiveExecutive Leadership Program taught at the Imperial College of several companies. Mr. Widman has also served as a director of other public companies, including service as member and chair of several audit committees.
London Center for Creative Leadership. |
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Louis J. GiulianoKevin T. Boyle | | 53 | | Senior Vice President, Chief Legal Officer, General Counsel and Corporate Secretary | | Mr. Giuliano serves as our Non-Executive Chairman. He formerlyBoyle has served as an operating executiveSenior Vice President, Chief Legal Officer, General Counsel and Corporate Secretary since October 2018. Prior to joining V2X, he served as senior vice president, general counsel and secretary of The Carlyle Group,Vencore Holding Corp, a global alternative asset management firm.provider of information solutions, cyber security, engineering and analytics for the U.S. government and intelligence community, from March 2017 until June 2018. He led Vencore through a strategic transaction process, resulting in the merger of Vencore with two other companies to create Perspecta, Inc. Mr. Giuliano retired as Chairman, CEO,Boyle was senior vice president, general counsel and President of ITTsecretary from January 2014 until January 2016 with Alion Science and Technology Corporation, a global diversified manufacturingengineering and technology solutions company providing services to federal and former parent of Exelis Inc.,international customers. Earlier in December 2004. Mr. Giuliano joined ITT Corporation in 1988 as vice president of Defense Operations and became president of ITT Defense and Electronics in 1991. Before joining ITT Corporation, Mr. Giuliano spent 20 years with Allied-Signal wherehis career, he held numeroussenior executive positions within the Aerospace Group. He serves as the Chair of the Evergreen Christian Schoolwith public and he serves on the Board of Meadowkirk Retreat Center. He is an active member of the CEO Forumprivate technology services and the Advisory Board for the Princeton University Faithproduct companies, including MCR, LLC, Vangent, Inc., General Dynamics Information Technology, Anteon International Corporation and Work Initiative, and a founder of Workforce Ministries.InterWorld Corporation. Mr. Giuliano was named a governor of the U.S. Postal Service by President George W. Bush in November 2004. He was confirmed by the Senate in June 2005, for a term that expired in December 2015. He served as vice chairman of United States Post Office Board of Governors from February 2009 to January 2010, and as chairman of the United States Post Office Board of Governors from January 2010 until December 2011. Prior Board positions include Engelhard Corp., ServiceMaster, and JMC Steel Group. He is a graduate of Syracuse University with a Bachelor of Arts degree in chemistry and a Master’s of Business Administration.Qualifications:
Mr. Giuliano has an extensive background in management and finance, as well as experience as the former Chairman, CEO and President of ITT Corporation.
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Mary L. Howell | | Ms. Howell serves as a Director. Ms. Howell is currently the Chief Executive Officer of Howell Strategy Group, an international consulting firm. Previously, Ms. Howell served as Executive Vice President of Textron Inc. from 1995 until her retirement in 2009. She served as an officer of Textron Inc. for 24 years, serving on the Textron Management Committee for over 15 years. Ms. HowellBoyle currently serves on the Board of Directors of Astec Industries, Inc., where she is the Chair of the NominatingWolf Trap Foundation.
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| Susan L. Deagle | | 54 | | Senior Vice President and Governance Committee and a member of the Compensation Committee. She formerly served on the Board of Esterline Corporation where she served as Lead Director. Chief Growth & Client Service Officer | | Ms. Howell formerly served on the Board of FM Global for twelve years and was a member of both the Audit and Compensation Committees. She also serves on the executive committee of the Board of the Atlantic Council. In 2008, Ms. Howell received the Charles Ruch Semper Fidelis Award and in 2010 became an Honorary Marine. Ms. Howell received a Bachelor’s degree from the University of Massachusetts at Amherst.Qualifications:
Ms. Howell has extensive management experience in the aerospace and defense industry. SheDeagle has served as a directorSenior Vice President and Chief Growth & Client Service Officer since January 2023. From May 2017 to January 2023, Ms. Deagle served as Senior Vice President and Chief Growth Officer. She is responsible for the Company's top and bottom line organic and inorganic growth. From 2015 to 2017, Ms. Deagle served as Vice President and Integration Executive for an acquisition aligned with the inception of otherIBM Corporation's Watson Health business unit. From 2013 to 2015, Ms. Deagle served as Vice President for sales and distribution strategy for IBM's U.S. Federal and Government Industries, where she drove cross-brand and cross-sell opportunities to increase market penetration, expanding IBM's base business. From 2011 to 2012, Ms. Deagle served as Director of Sales and Distribution Strategy and Planning for IBM's global public companies thatsector. While at IBM, she also servecreated and ran the federal government and defense customers.
wide Acquisition Contract Center. |
Eric M. PillmoreCorinne L. Minton-Package | | Mr. Pillmore serves50
| | Senior Vice President, Advance Technology | | Ms. Minton-Package has served as a Director. In addition, he serves as Managing General Partner with Amore Group Partnership and asSenior Vice President, Advanced Technology since January 2023. From January 2021 through January 2023, Ms. Minton-Package was the Senior Vice President of Pillmore Consulting, LLC.Systems and Technology. From 2010October 2020 to July 2014, Mr. Pillmore served as senior advisor to the Center for Corporate Governance of Deloitte LLP, which provides board governance services to global clients. Mr. PillmoreJanuary 2021, Ms. Minton-Package was Senior Vice President, Operational Technology and Enterprise. She is responsible for leading the technology business unit at V2X, growing around applications, network and cyber for military customers. This portfolio is also responsible for building repeatable sensor driven solutions, including tolling, screening, identity management and security. From 2018 to 2020, Ms. Minton-Package was Vice President of Corporate GovernanceOperational Technology, and was responsible for program execution and growth of Tyco International Corporation from 2002the portfolio of engineering, perimeter security and intrusion detection, and the internet of things sensor capabilities as in addition to 2007. Mr. Pillmore alsosolution and alliances. From 2017 to 2018, she held CFOthe role of Vice President of Solutions and Alliances, and was responsible for creating partnership that would support our strategy for converged infrastructure. Prior to joining V2X, for more than 20 years Ms. Minton-Package held various positions at Multilink Technology Corporation, McData CorporationIBM Global Business Services, and General Instrument Corporationmost recently, from 19962014 to 2002. Before that, he spent 17 years with General Electric Company and four years2017, as a naval officer. Mr. Pillmore is currentlypartner in the Chairman of the Board member and a Director of the Colson Center. He received a Bachelor’s degree from the University of New Mexico and an Executive Masters of Business Administration degree from Villanova University.Qualifications:
Mr. Pillmore has extensive corporate governance and financial experience, which includes advising boards of both private and public companies on corporate governance and serving as chief financial officer of several companies.
commercial healthcare practice. |
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William F. MurdyKenneth W. Shreves | | 60 | | Senior Vice President, Global Mission Training & Sustainment | | Mr. Murdy serves as a Director. Mr. MurdyShreves has served as Chairman of the Thayer Hotel, a historic hotel,Senior Vice President, Global Mission Training & Sustainment since April 2009July 2022. In this role, Mr. Shreves is responsible for base operations, logistics, high consequence training and as Chairman of the Thayer Leader Development Group, a leadership development company, since May 2010. Mr. Murdy retired as the Chairman of Comfort Systems USA, a provider of heating, ventilation, air conditioning installationnational security program businesses. From November 2021 to July 2022, he was Senior Vice President, Organic Growth, Operational Enablement and services in the commercial/industrial/institutional sector, in May 2014. From 2000 to 2011, Mr. Murdy was Chairman and Chief Executive Officer of Comfort Systems USA.Supply Chain. Prior to that,this role, Mr. Shreves was Vice President of Business Development/Capture, where he worked to build and execute the Company's organic growth strategy. He joined V2X in October 2017 from SOSi, where he was Vice President and Chief Executive Officer of Club Quarters, a membership hotel chain. From 1997Business Development. Prior to 1999,SOSi, he was Chairman, President, Chief Executive Officer and Co-Founder of LandCare USA, Inc., a leading commercial landscape and tree services company, which later merged with ServiceMaster. Mr. Murdy alsoat DynCorp International where he held managementmultiple leadership positions in the investment sector, including as Managing General Partnerfields of the Morgan Stanley Venture Capital Fundnational security and President of its associated management company from 1981business development. Prior to 1989. From 1974 to 1981, he served in a number of positions including Chief Operating Officer of Pacific Resources. Hehis commercial career, Ken served in the United States Army as a Logistics Officer, retiring after twenty-eight years, having commanded at every level through Brigade Command and culminating as the Army Chair at the National War College in Washington DC. Mr. Shreves earned a B.S. in Business Administration – Finance from 1964 to 1974, including toursthe University of Florida, an M.S. in VietnamAdministration from Central Michigan University and teaching at West Point. Formerly, an M.S. in National Security Studies from the National War College, Fort McNair, Washington DC. |
| Michael J. Smith | | 42 | | Vice President of Treasury, Corporate Development, and Investor Relations | | Mr. Murdy alsoSmith has served as the Lead IndependentCompany’s Vice President of Treasury, Corporate Development, and Investor Relations since 2014. Prior to joining V2X in 2014, he was co-founder and managing director of The Silverline Group, a strategic consulting and advisory services firm that focuses on the aerospace and defense, intelligence, government services, homeland security, and federal civilian markets from 2012 to 2014. While at Silverline, Mr. Smith was responsible for providing advice and counsel on mergers and acquisitions and for generating market studies, assessments, company positioning, valuation studies, and competitive intelligence for clients. Additionally, he helped clients formulate and execute investment decisions, including stock purchases, acquisitions, and divestitures. Prior to co-founding The Silverline Group, Mr. Smith was a senior equity research associate at Lazard Capital Markets, covering the aerospace and defense, federal government information technology services, and defense technology sectors. He also spent five years with BB&T Capital Markets covering defense and government services and seven years with Raymond James & Associates in various capacities, including senior equity research liaison. Mr. Smith is a CFA® charterholder and earned a bachelor’s degree with a major in finance and a minor in economics from the University of South Florida. |
| Richard Mendoza | | 58 | | Senior Vice President and Chief People Officer | | Mr. Mendoza has served as Senior Vice President and Chief People Officer since July 2022. From 2016 to July 2022, Mr. Mendoza served in multiple roles at Vertex, including as the Senior People Leader since 2017, responsible for the tactical execution and strategic direction of all aspects of Human Resources, Security, Communications, Payroll, Labor Relations, and Learning & Development. From 2016 to 2017, Mr. Mendoza was the Director of Human Resources at Vertex, where he oversaw “People Operations,” comprised of the BoardHR Business Partner, Employee Relations, Talent Management, and Compliance functions. Prior to joining Vertex in 2016, Mr. Mendoza held multiple positions at L3 Technologies Platform Integration, a division of Directors1,700 employees with expertise in aircraft design, system integration, flight sciences engineering, and major structural modification. He joined L3 Technologies Platform Integration in 2004 as the Talent Acquisition Lead and HR Business Partner and later became the Senior Manager of LSB Industries, Inc.Human Resources. Before that, he served in the United States Air Force from 1982 to 2003, including in leadership roles in Forward Air Control radar operations and Chair of its Compensation Committee. Until recently, Mr. Murdy wasthe Air Force Recruiting Service. He holds a Director of Kaiser Aluminum (NYSE: KALU) and VIL (NYSE: VIL-nonAGR). He is currently a Director of Global Infrastructure Services, a large ($8 billion in revenue) private construction management company. He received a Bachelor’s degree in engineeringSenior Professional Human Resources (SPHR) certification from the U.S. Military Academy at West Point and a Master’s degree from Harvard Business School.Qualifications:
Mr. Murdy has strong industry background and extensive management and leadership experience as chairman and chief executive officer of several public and private companies. Mr. Murdy has also served as a director of other public companies providing additional relevant experience.
Human Resources Certification Institute.
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Melvin F. Parker | | Mr. Parker serves as a Director. Since December 2017, Mr. Parker has served as President and Chief Executive Officer of Take The Limits Off, LLC, a leadership development, executive coaching and business consulting firm. From May 2016 to February 2017, Mr. Parker served as Managing Director for North America for Aggreko plc, the leading global provider of modular, mobile power and adjacent product solutions. From November 2015 to February 2016, he served as the Senior Vice President and General Manager for Residential and Commercial Energy Solutions at Enphase Energy, Inc., a global energy technology company. From 2012 to December 2014, Mr. Parker served as President of North America for the Brink’s Company, a major provider of armored transportation services in North America. Before joining Brink’s in 2012, Mr. Parker served as Vice President and General Manager of the North America Consumer and Small Business Division at Dell, Inc. from 2010 to 2012 and as Executive Director and General Manager of US Small Business - Small and Medium Business - Americas at Dell, Inc., a multinational computer technology company that develops, sells, repairs and supports computers and related products and services, from 2009 to 2010. From 1994 until 2009, he held numerous senior leadership roles at multiple Fortune 500 Companies, including PepsiCo., Corporate Express (Staples) and Newell Rubbermaid. Mr. Parker is a decorated combat veteran and graduate of the U.S. Army Ranger and Airborne School. He served with distinction in the 82nd Airborne Division at Fort Bragg, N.C. He currently serves as a member of the Board of Directors of Coinstar, Inc., and as director on the Board of the National Black MBA Association. He is also a member of the Executive Leadership Council and was named to the Savoy Top 100 Most Influential Blacks in Corporate America for 2012 to 2014. Mr. Parker received a Bachelor’s degree from the U.S. Military Academy at West Point.
Qualifications:
Mr. Parker has extensive management and leadership experience as a senior executive for a number of public companies.
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Stephen L. Waechter | | Mr. Waechter serves as a Director. From 2008 to 2014, Mr. Waechter was Vice President of Business Operations and Chief Financial Officer of ARINC Incorporated, a provider of communications, engineering and integration solutions for commercial, defense and government customers worldwide. From 1999 to 2007, he was Executive Vice President and Chief Financial Officer of CACI International, Inc., one of the largest government information technology contractors. Before joining CACI, Mr. Waechter served as Chief Financial Officer for a number of high-technology companies including Government Technology Services, Inc., Vincam Human Resources, Inc. and Applied Bioscience International. Mr. Waechter’s early career includes 19 years at GE, most recently as Vice President, Finance for GE Information Services. Mr. Waechter formerly served as Chairman of the Board of Directors of Social & Scientific Systems, Inc., and Chair of the Audit Committee. He formerly served as Chairman of the Board of Directors of CareFirst, Inc., where he also served as the Chair of the Executive Committee, Strategic Planning Committee and Nominating Committee, and formerly served as Chair of the Audit Committee. He is also a former member of the Board of Trustees of Christian Brothers University and former Chair of the Finance Committee of Choral Arts Society of Washington, D.C. Mr. Waechter received a Bachelor’s degree from Christian Brothers College and a Master’s degree in Business Administration from Xavier University.
Qualifications:
Mr. Waechter has extensive financial and leadership experience as chief financial officer of several government contractors and other public companies. Mr. Waechter has also served as a director and as an audit committee chair of one public and several private companies. He has an extensive background with mergers and acquisitions.
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Executive Officers
Information called for by Item 10 with respect to executive officers of the Company is set forth under Part I, Item 1, “Business” of the Original Form 10-K, and is hereby incorporated in this Part III, Item 10 by reference. There are no arrangements or understandings between an executive officer and any other person pursuant to which such executive officer was or is to be selected as an officer.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires that the Company’s executive officers and directors, and any persons beneficially owning more than 10% of a registered class of the Company’s equity securities, file reports of ownership and changes in ownership with the SEC within specified time periods. To the Company’s knowledge, based upon a review of the
copies of the reports furnished to the Company and written representations by directors and executive officers that no other reports were required, all directors, executive officers and persons beneficially owning more than 10% of our common stock timely filed reports required under Section 16(a) of the Exchange Act for the year ended December 31, 2021, except for one late report. A Form 4 report for Mr. William B. Noon was inadvertently filed late.
Code of Ethics
The Company has adopted the Vectrus Code of Conduct which applies to all employees, including our President & Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer and, where applicable, to directors who are not our employees (Non-Management Directors).
The Code of Conduct is posted on our website at: http://investors.vectrus.com/govdocs.
The Company discloses any changes to or waivers from the Code of Conduct for the Company’s Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, its Non-Management Directors and other executive officers on its website. In addition, the Company will disclose within four business days any substantive changes to or waivers from the Code of Conduct for our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, or persons performing similar functions, by posting such information on our website at www.vectrus.com rather than by filing a Form 8-K. In 2021, there were no substantive changes to or waivers of the Code of Conduct for the President and Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer or persons performing similar functions. A copy of the Code of Conduct will be provided, free of charge, to any shareholder upon request to the Corporate Secretary of Vectrus.
Audit Committee Members and Financial Expert
Our Audit Committee consists of Ms. Howell and Messrs. Murdy, Waechter and Widman, with Mr. Waechter serving as the chair. Each member of our Audit Committee meets the requirements for independence for audit committee members under the listing standards of the New York Stock Exchange and SEC rules and regulations. Each member of our Audit Committee also meets the financial literacy and sophistication requirements of the listing standards of the New York Stock Exchange. Although the Board of Directors determined that more than one member of the Board of Directors satisfies the requirements of an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended, the Board of Directors has identified Phillip C. Widman as the Company’s audit committee financial expert.
ITEM 11. EXECUTIVE COMPENSATION
Compensation Committee Report
The following Report of the Compensation Committee entitled “Compensation Discussion and Analysis” does not constitute soliciting material and the Report should not be deemed filed or incorporated by reference into any other previous or future filings by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference therein.
The Compensation Committee of the Board of Directors approves and oversees administration of the Company’s executive compensation program and senior leadership development and continuity programs. The Compensation Committee’s primary objective is to establish a competitive executive compensation program that clearly links executive compensation to business performance and shareholder return. The Compensation Committee considers appropriate risk factors in structuring compensation to discourage unnecessary or excessive risk-taking behaviors and encourage long-term value creation.
Recommendation Regarding Compensation Discussion and Analysis
In performing its oversight function during 2021 with regard to the Compensation Discussion and Analysis prepared by management, the Compensation Committee relied on statements and information prepared by the Company’s management. It also relied on information provided by Pay Governance LLC (Pay Governance or the Compensation Consultant), the independent compensation consultant to the Compensation Committee. The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis included in this Form 10-K/A with management. Based on this review and discussion, the Compensation Committee recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for 2021, as amended.
This report is furnished by the members of the Compensation Committee.
Bradford J. Boston, Chair
Melvin F. Parker
Eric M. Pillmore
Phillip C. Widman
COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Committee is responsible for our executive compensation philosophy and programs. The Compensation Committee reviews and approves the compensation to be paid to our Chief Executive Officer (CEO) and a group of executive officers, including our Named Executive Officers (NEOs). At our 2021 Annual Meeting of Shareholders, our shareholders overwhelmingly approved our NEOs’ compensation, with approximately 98.3% of the votes cast in favor of the proposal.
EXECUTIVE SUMMARY
Named Executive Officers for 2021
•Charles L. Prow, President and CEO
•Susan D. Lynch, Senior Vice President (SVP) and Chief Financial Officer (CFO)
•Susan L. Deagle, SVP, Growth and Enterprise Operations
•David A. Hathaway, (former) SVP, Vectrus Programs
•Kevin T. Boyle, SVP, Chief Legal Officer and General Counsel
•Kenneth W. Shreves, SVP, Organic Growth and Operational Enablement
2021 Company Highlights
•2021 revenue growth of +28% Y/Y to $1,784 million
•2021 Operating income of $62.0 million; Adjusted EBITDA margin of 4.7%
•2021 Adjusted diluted EPS for compensation purposes of $3.96
•Backlog of $5.0 billion continues to provide topline visibility
•Several new wins expanding market diversity
•Strong 2021 operating cash flow generation of $61.3 million
•Integration of both Zenetex and HHB
Compensation Philosophy
The Compensation Committee’s compensation philosophy is to support Vectrus’ business strategy within the principles of competitiveness, full disclosure and consistent alignment with long-term value creation. Our philosophy encourages individual and group behaviors that balance risk and reward while supporting sustained growth and earnings performance. A substantial portion of executive compensation is tied to the Company’s internal business and financial performance and share price performance. If internal business and financial performance or share price performance falls below identified thresholds, at-risk incentive compensation is reduced or not paid at all. Our compensation philosophy is reflective of Vectrus’ industry and peers, and we will continue to seek alignment with market trends. The Compensation Committee has the flexibility to establish appropriate compensation policies to attract, motivate and retain our executives in the industry in which we operate.
Pay for Performance
We link a large portion of our NEOs’ compensation to performance. Pay components for our NEOs for 2021 included base salary, Annual Incentive Plan (AIP) awards, and long-term incentive awards, consisting of RSUs and Total Shareholder Return (TSR) awards.
The 2021 AIP provides a cash payout if certain financial metrics, including adjusted revenue, adjusted diluted earnings per share, adjusted days sales outstanding, new business wins, as well as individual strategic goals for SVPs and above, were met. The approved 2021 AIP payouts reflected between 140.1% and 146.1% of target. The 2021 AIP performance goals, targets, results and actual payouts are discussed in more detail in “Compensation Program Objectives - Primary Compensation Components” below.
The TSR awards represent 50% of the total long-term incentive awards. TSR awards align pay with performance by providing a cash long-term incentive linked to the Company’s total shareholder return performance relative to the Aerospace and Defense companies in the S&P 1500 over a three-year performance period. The three-year performance period for the 2019 TSR awards concluded on December 31, 2021. Payment for the 2019 awards was made in January 2022 at 130.9% of target. This program and the performance results for the 2019 awards are discussed in more detail under the “Long-Term Incentive Program - 2021 Long-Term Incentive Awards” below.
Key Governance Policies and Practices Related to Compensation
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We Do:
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•use an independent compensation consultant selected and hired by the Compensation Committee.
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•pay for both corporate and individual performance.
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•mitigate compensation risk through oversight and appropriate incentives in our balanced compensation programs.
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•maintain equity award agreements that require both consummation of a change in control transaction and termination of employment for accelerated vesting (double trigger).
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•use limited perquisites.
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•conduct an annual Say-on-Pay vote.
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•have a clawback policy that is also embedded in our equity incentive plan, our annual incentive plan and our award agreements.
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•have an anti-hedging and anti-pledging policy.
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•retain meaningful stock ownership guidelines for Vectrus corporate officers and directors.
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•provide in our equity incentive plan for a minimum vesting period of one year for employee equity grants, and generally provide in our employee award agreements for vesting in equal annual installments over a three-year period for our restricted stock unit and stock option awards.
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We Do Not:
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•reprice stock options.
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•guarantee minimum bonus payments.
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•provide tax gross-ups for perquisites or in connection with payments made in the event of a change in control; however, tax protection may be provided for costs associated with relocation.
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•provide for automatic base salary increases.
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•have fixed-term employment arrangements with our NEOs; all of our NEOs are at-will employees.
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•provide a traditional pension plan or a supplemental executive retirement plan.
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INDIVIDUAL EXECUTIVE POSITIONS - COMPENSATION COMPARISONSAvailable Information
Vectrus has been an independent, publicly traded company since September 2014. We work towards setting total target compensationOur principal executive offices are located at 7901 Jones Branch Drive, McLean, Virginia, 22102. Our telephone number is (571) 481-2000 and our website address is www.goV2X.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports are available on our website as soon as reasonably practicable after electronically filed with the Securities and Exchange Commission (SEC). Throughout this Form 10-K, we incorporate by reference information from parts of other documents filed with the SEC. The information provided on our website is not part of this report, and is therefore not incorporated by reference, unless such information is otherwise specifically referenced elsewhere in this report. Our reports filed with the SEC also may be found on the SEC's website at www.sec.gov.
ITEM 1A. RISK FACTORS
In evaluating our Company and business, you should carefully consider the risks and uncertainties described below, together with information disclosed elsewhere in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II of this Annual Report, and other documents we file with the SEC. The risks described below relate to our business, governmental regulations, indebtedness, financial condition and markets, and our securities. Also, the risks and uncertainties described below are those that we have identified as material but are not the only risks and uncertainties we face. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may materially harm our business, financial condition or operating results and result in a decline in our stock price.
Summary of Risk Factors
Risks Related to Our Business
•Our profitability or performance could suffer if we are unable to recruit and retain qualified personnel or if we are unable to maintain adequate staffing levels for our NEOs tocontracts.
•A significant portion of our workforce is represented by labor unions, and our business could be harmed in the medianevent of competitive practice, assuming continued performance of the Companya prolonged work stoppage.
•Competition within our markets may reduce our revenue and the executive, subject to costmarket share.
•We may not be successful in winning new contracts or recompeting our existing contracts, which could have an adverse impact on our business and affordability. The Compensation Committee supports this approach,prospects.
•Our earnings and margins may vary based on the individual NEO’s experience in their roles, their strongmix of our contracts, our performance, and the business conditions impacting the Company. The Compensation Committee, along with its independent compensation consultant, annually reviews current market compensation data for determining the path forward in setting the compensation program.
The Compensation Committee reviewed and assessed the performance of the NEOs for 2021 and will continueour ability to review and assess the performance of the President and Chief Executive Officer and the other officers and authorize compensation actions it believes are appropriate and commensurate with relevant competitive data, the Company’s business environment and the approved compensation program.
Individual Executive Positions - 2021 Compensation Information
For 2021, the Compensation Committee approved base salary increases, effective March 2021, for Messrs. Prow, Hathaway, Boyle and Shreves, and Mses. Lynch and Deagle, pursuant to external market data and an assessment of their performance as described below:
•Charles L. Prow: An annual base salary increase of 2.5% was approved, bringing his salary to $769,000. Mr. Prow’s total target compensation remained below the median of the market.control costs.
•Susan D. Lynch: An annual base salaryWhile firm-fixed-price contracts allow us to benefit from cost savings, these contracts also increase our exposure to the risk of 2.5% was approved, bringing her salary to $441,000. Ms. Lynch’s total target compensation remained below the median of the market.cost overruns.
•Susan L. Deagle: An annual base salary increaseA significant portion of 2.5% was approved, bringing her salary to $410,000. Ms. Deagle’s total target compensation remained slightly aboveour revenue is derived from a few large contracts, and the medianloss or material reduction of the market.any of these contracts could have a material adverse effect on our results of operations and cash flows.
•David A. Hathaway: An annual base salary increaseTermination, expiration or non-renewal of 2.5% was approved, bringing his salary to $410,000. Mr. Hathaway’s total target compensation remained below the median of the market.
•Kevin T. Boyle: An annual base salary increase of 5.5% was approved, bringing his salary to $395,000. Mr. Boyle’s total target compensation remained below the median of the market.our existing U.S. government contracts may adversely affect our business.
•Kenneth W. Shreves: Mr. Shreves received an annual base salary increase of 6.2% in March 2021. In November 2021, the Supply Chain and Enterprise Vectrus teams were transitioned under Mr. Shreves’s leadership. His base salary was increased to $400,000. Mr. Shreves total target compensation moved slightly above the median of the market.
The base salary increases and total compensation, which were approved by the Compensation Committee, were determined following a review of market competitive survey data, as well as the individual’s relevant experience, and to more closely align their compensation with the median of the competitive market and reflect their individual contributions to the Company.
The table below sets out the NEOs’ 2021 target compensation for annual base salary, annual incentive and long-term incentive targets as determined by the Compensation Committee.
2021 Base Salary and Target Incentive Compensation
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| Name and Principal Position | | 2021 Base Salary
($) | | Target 2021 AIP Award (% of Base Salary)
(1) | | Target 2021 Long-Term Incentive Award
(S) |
Charles L. Prow President and Chief Executive Officer | | 769,000 | | 110% | | 2,100,000 |
Susan D. Lynch Senior Vice President and Chief Financial Officer | | 441,000 | | 70% | | 450,000 |
Susan L. Deagle Senior Vice President, Growth and Enterprise Operations | | 410,000 | | 65% | | 390,000 |
David A. Hathaway (Former) Senior Vice President, Vectrus Programs | | 410,000 | | 65% | | 390,000 |
Kevin T. Boyle Senior Vice President, Chief Legal Officer and General Counsel | | 395,000 | | 55% | | 325,000 |
Kenneth W. Shreves Senior Vice President, Organic Growth and Operational Enablement | | 400,000 | | 60% | | 250,000 |
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(1)This column reflects the target percentage of base salary approved for each NEO for the 2021 AIP award. The approved AIP formula for 2021 was based on performance measures and goals that would pay 100% of target for 100% achievement of the approved goals.
Vectrus Competitive Compensation
In reviewing compensation for the NEOs for the 2021 compensation program, the Compensation Committee used the general industry market data reflectedUncertainties in the 2020 Willis Towers Watson General Industry Executive Compensation Survey - U.S. Report. Data reviewed included competitive market information for each compensation componentgovernment defense budget, changes in spending or budgetary priorities or delays in contract awards may significantly and total compensation. The Compensation Committee evaluatedadversely affect our future revenue and determined target and actual compensation provided to each oflimit our NEOs based on a review of the general industry market data, which was adjusted via regression analysis to estimate the competitive market pay levels for a company of our revenue size. In determining executive compensation, the Compensation Committee also considered qualitative information discussed in “Qualitative Considerations” below, individual performance and business conditions in addition to recommendations from Vectrus’ President and Chief Executive Officer and Senior Vice President and Chief Human Resources Officer.
INDEPENDENT COMPENSATION CONSULTANT
In 2021, the Compensation Committee continued to retain Pay Governance as its independent compensation consultant to assist the Committee in fulfilling its responsibilities under its charter. The Compensation Consultant’s engagement leader provided objective expert analyses, assessments, research and recommendations for executive compensation programs, incentives, perquisites and compensation standards. In this capacity, the Compensation Consultant provided services that related solely to work performed for and at the direction of the Compensation Committee, including analysis of material prepared by Vectrus’ human resources, finance and legal departments for the Compensation Committee’s review. The Compensation Consultant attended each of the five meetings held by the Compensation Committee during 2021 and provided no other services to Vectrus during 2021 other than those for and at the direction of the Compensation Committee.
During 2021, Vectrus’ human resources, finance and legal functions supported the work of the Compensation Committee, provided information, answered questions, and responded to requests from the Compensation Consultant.
The Compensation Committee is directly responsible for the appointment, compensation, and oversight of the Compensation Consultant. The Compensation Committee has the sole authority to retain and terminate the services of consultants, including Pay Governance, with respect to compensation matters.
In connection with the engagement of the Compensation Consultant, the Compensation Committee considered various factors bearing on the independence of the Compensation Consultant, including, but not limited to, the following:
•Provision of other services to Vectrus by the Compensation Consultant;growth prospects.
•Business or personal relationships of the Compensation Consultant with members of the Compensation Committee or with executive officers;disruptions caused by natural disasters, pandemics, global hostilities and other crises could adversely affect our profitability and our overall financial position.
•The Compensation Consultant’s policiesOur contract sites are inherently dangerous workplaces. Failure to maintain safe work sites and proceduresequipment or effectively respond to prevent conflictsthe impacts of interest;COVID-19 to our workplaces could result in environmental disasters, employee deaths or injuries, reduced profitability, the loss of projects or customers and possible exposure to litigation.
•OwnershipWe work in international locations where there are high security risks, which could result in harm to our employees and contractors and the incurrence of Vectrus common stock by the Compensation Consultant’s engagement leader; andsubstantial costs.
•The amount of fees received by the Compensation Consultant.
The Compensation Committee affirmatively determined the Compensation Consultant was independentWe are subject to legal and has no conflicts of interestregulatory compliance risks associated with the Company or the Board of Directors.
OUR COMPENSATION CYCLE
The Compensation Committee reviews compensation in detail during the first quarter of each year. This review includes:
•Annual performance reviews for the prior year;operating internationally.
•Increases in base salary;We conduct a portion of our operations through joint ventures, exposing us to certain risks and uncertainties, many of which are outside of our control.
•Annual Incentive Plan (bonus) awards for the prior year and target awards for the current year; and
•Long-term incentive target awards, including RSUs and TSR awards.
The award date for long-term incentive awards is determinedOur business could be adversely affected by the Compensation Committee and is typically in March, following the February meeting of the Compensation Committee. Meeting dates for the following year’s regular Board and Committee meetings are scheduled during the prior year. Target TSR awards reflect a three-year performance period beginning on January 1 of the year in which the Compensation Committee approves the award. Participants in the Long-Term Incentive Program receive notification of their awards as soon as reasonably practical after the grant date.
COMPENSATION PROGRAM OBJECTIVES, PRINCIPLES AND APPROACHES
The Vectrus compensation program objectives, principles and approaches reflect the Company’s business needs and strategy, as detailed below:
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Objective | | General Principle | | Approach |
Attract, incentivize and retain talented and experienced leaders. | | Design an executive compensation program to attract, incentivize and retain high performing executives. | | Target total direct compensation approximating the 50th percentile of competitive practice. Review current competitive market compensation to structure movement of NEO compensation toward the competitive median of general industry companies, as adjusted for revenue size. |
Align at-risk compensation with corporate and individual performance. | | Align the measures of performance in our compensation programs with measures key to the success of our business. If our business succeeds, our shareholders will benefit. | | Provide incentive opportunities based on corporate and individual performance to drive shareholder value. |
Align at-risk compensation with levels of executive responsibility. | | As executives advance in the Company, the leverage of at-risk pay relative to fixed pay increases. | | Structure NEO compensation so that a substantial portion of compensation is at risk for executives with greater levels of responsibility. |
PRIMARY COMPENSATION COMPONENTS
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NEO COMPENSATION | = | BASE SALARY | + | ANNUAL INCENTIVE | + | LONG-TERM INCENTIVES |
Base Salary
Base salary comprises the fixed component of total compensation for Mr. Prow and the other NEOs. Salary is a competitive component of pay that is aligned with the NEO’s position, experience and criticality of the required competencies. It is not a risk-based element of compensation.
Annual Incentive (AIP) Awards
The Compensation Committee determined that the four corporate metrics noted below would be most closely predictive of optimal operating performance in 2021 for Vectrus. For 2021, 80% of the awards were based on the achievement of these corporate metrics and 20% of the awards were based on the achievement of individual strategic goals.
•Earnings Per Share (EPS): This is a market-based metric recognized as a standard by investors and analysts. For 2021 the Compensation Committee used a metric of Adjusted Diluted Earnings per Share, as discussed below.
•Total Revenue: Revenue reflects successful recognition of contracted revenue, recompetes and growth through new revenue streams. Revenue is defined as adjusted revenue as discussed below.
•New Business Wins: Winning new business is a critical focus for our Company. New Business Wins includes any new business contract award notification during the calendar year, recompetes, contract extensions and add-on work to existing contracts.
•Days Sales Outstanding (DSO): DSO is an important operating efficiency metric that measures the number of days it takes to turn accounts receivable into cash. DSO is calculated using a five (5) point average of the DSO for Q4 of the prior year and each of the four quarters of the performance year. DSO is defined as adjusted DSO, as discussed below.
•Individual Strategic Goals: The use of individual goals balances the executive’s shared responsibility to achieve corporate goals with the desire to motivate the executive to achieve goals within the individual’s specific area of responsibility. The individual goals also reinforce the importance of certain key objectives within the individual’s specific area of responsibility and allow the Compensation Committee to differentiate compensation among these executives based on their individual performance. It also strengthens the executive’s accountability. See “Individual Strategic Goals and Results for 2021” below.
The Compensation Committee was responsible for the administration of the AIP for 2021. The Compensation Committee approved an annual incentive plan design for the business as described below.
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2021 AIP Metrics | | Performance Percentage |
Adjusted Diluted Earnings Per Share (EPS) | | 30% |
Adjusted Revenue | | 10% |
New Business Wins (NBW) | | 20% |
Adjusted Days Sales Outstanding (DSO) | | 20% |
Individual Strategic Goals* | | 20% |
(*) The Compensation Committee did not assign a specific weighting to any of the individual goals, but reviewed each executive’s performance against his or her individual goals in the aggregate.
AIP Operational Objectives
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| Adjusted Diluted Earnings Per Share (EPS)* | | Adjusted Revenue* | | New Business
Wins* | | Adjusted Days Sales Outstanding (DSO)* | | Individual Strategic Goals* |
| Threshold | Target | Maximum | | Threshold | Target | Maximum | | Threshold | Target | Maximum | | Threshold | Target | Maximum | | Threshold | Target | Maximum |
| Performance Percentage of Target | 87% | 100% | 114% | | 92% | 100% | 110% | | 23.8% | 100% | 145.2% | | 93.3% | 100% | 200.0% | | 0% | 100% | 200% |
| Payout Percentage of Target | 50% | 100% | 200% | | 50% | 100% | 200% | | 1% | 100% | 200% | | 2% | 100% | 200% | | 0% | 100% | 200% |
(*) For performance results between the minimum and maximum thresholds, the performance percentage achieved for that metric is calculated on a non-linear slope pre-approved by the Compensation Committee for the performance year. Actual results may range from zero to 200% of target.
2021 AIP Awards Paid in 2022
In evaluating the discretionary element of the 2021 Annual Incentive Plan, the Committee first considered and evaluated Mr. Prow’s self-assessment and his detailed assessment of the NEOs’ performance against their individual discretionary goals. In addition, the Committee considered the significant efforts on the part of the management team to deliver the following results:
•2021 revenue growth of +28% Y/Y to $1,784 million
•2021 Operating income of $62.0 million; Adjusted EBITDA margin of 4.7%
•2021 Adjusted diluted EPS for compensation purposes of $3.96
•Backlog of $5.0 billion which continues to provide topline visibility
•Several new wins expanding market and geographic diversity
•Strong 2021 operating cash flow generation of $61.3 million
These results were considered along with each individuals unique contributions to these results. Individual Strategic Goal Achievement resulted in this component award from 22% to 28% of each NEO’s target annual incentive award.
Pay Component - 2021 Annual Incentive Plan (AIP)
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Performance During 2021 | | Actual Payout |
•Adjusted Diluted Earnings Per Share = $3.96 (versus the Compensation Committee-approved target of $3.65) (weighted 30%)
| | The Compensation Committee approved an actual bonus payout of between 140.1% and 146.1% of target. Achievement of financial goals was confirmed by our independent auditor. |
•Adjusted Revenue = $1,783.7 million (versus the Compensation Committee-approved target of $1,683.2 million) (weighted 10%)
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•New Business Wins = $560.9 million (versus the Compensation Committee-approved target of $210.0 million) (weighted 20%)
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•Adjusted Days Sales Outstanding (DSO) = 69.5 (versus the Compensation Committee-approved target of 68.0) (weighted 20%)
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•Individual Strategic Goals: As approved by the Compensation Committee (weighted 20%) for the Chief Executive Officer and SVPs.
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The performance and payout percentages for each component of the AOP were as follows:
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| Metric (all $ amounts in millions, except per share data and DSO) | | Performance Target at 100.0% Payment and Weighting (1) | | 2021 Performance | | Performance Percentage of Target | | Payout
Percentage of Target (1) | | Weighted
Attainment |
| Adjusted Diluted Earnings Per Share | | $3.65 | 30.0% | | $3.96 | | 108.5% | | 160.7% | | 48.2% |
| Adjusted Revenue | | $1,683.2 | 10.0% | | $1,783.7 | | 106.0% | | 158.8% | | 15.9% |
| New Business Wins | | $210.0 | 20.0% | | $560.9 | | 267.1% | | 200.0% | | 40.0% |
| Adjusted Days Sales Outstanding | | 68.0 | 20.0% | | 69.5 | | 97.8% | | 70.1% | | 14.0% |
| Individual Strategic Goals (discussed below) | |
| 20.0% | |
| | 100.0% | |
| | 20.0% |
(1)Attainment of all of the 2021 AIP performance goals would result in a payout of 100% of target.
“Adjusted Diluted Earnings Per Share” is a non-GAAP measure and is defined as net income, adjusted to exclude items that may include, but not limited to, other income, significant charges or credits that impact the current results that are not related to our ongoing operations and unusual and infrequent non-operating items or adjustments, such as excluding the impact of acquisitions in the year of the acquisition, the exclusion of Merger and Acquisition costs, integration costs, and pre-operational legal costs divided by the average diluted common shares outstanding, if unplanned.
“Adjusted Revenue” is a non-GAAP measure and is defined as GAAP Revenue, adjusted to exclude the impact of acquisitions in the year of the acquisition, if unplanned.
“Adjusted Days Sales Outstanding” is defined as reported DSO, adjusted to exclude the impact of acquisitions in the year of the acquisition, if unplanned.
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| | Year Ended December 31, 2021 |
(in millions) | | Adjusted Revenue |
Reported GAAP Revenue | | $1,783.7 |
Comparable 2021 Performance Revenue | | $1,783.7 |
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| | Year Ended December 31, 2021 |
(in millions, except for share data) | | Adjusted Diluted Earnings Per Share |
Reported GAAP Net Income | | $45.7 |
Other Misc Performance Adjustments | | $1.1 |
Comparable Performance Adjusted Net Income | | $46.8 |
Reported GAAP Diluted Earnings Per Share | | $3.86 |
Other Misc Performance Adjustments on an EPS | | $0.10 |
Comparable Performance Earnings Per Share | | $3.96 |
The following table illustrates the calculation of the 2021 AIP awards paid to the NEOs in 2022. (Sum of components may differ from actual award amounts due to rounding.)
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| Name | | Base Salary (a) ($) | | Annual Incentive Target as a Percent of Base Salary (b) (1) | | Adjusted Diluted Earnings Per Share Percent Achieved | | Adjusted Revenue Percent Achieved | | New Business Wins Percent Achieved | | Adjusted Days Sales Outstanding Percent Achieved | | Individual Goals/
Performance Percent Achieved (2) | | Approved Total Performance Percent Payout (d) | | Actual 2021 AIP Awards (a)x(b)x(d) ($) (3) |
| Charles L. Prow | | 769,000 | | 110 | | 48.2 | | 15.9 | | 40.0 | | 14.0 | | 22.0 | | 140.1 | | 1,185,106 |
| Susan D. Lynch | | 441,000 | | 70 | | 48.2 | | 15.9 | | 40.0 | | 14.0 | | 28.0 | | 146.1 | | 451,011 |
| Susan L. Deagle | | 410,000 | | 65 | | 48.2 | | 15.9 | | 40.0 | | 14.0 | | 28.0 | | 146.1 | | 389,357 |
| David A. Hathaway | | 410,000 | | 65 | | — | | — | | — | | — | | — | | — | | — |
| Kevin T. Boyle | | 395,000 | | 55 | | 48.2 | | 15.9 | | 40.0 | | 14.0 | | 24.0 | | 142.1 | | 308,713 |
| Kenneth W. Shreves | | 400,000 | | 60 | | 48.2 | | 15.9 | | 40.0 | | 14.0 | | 25.0 | | 143.1 | | 343,440 |
(1)This column reflects the target percent of base salary approved for each NEO for his or her 2021 annual incentive award. The approved annual incentive plan formula for 2021 was based on performance measures and goals that would pay 100% of target for 100% achievement of the approved goals.
(2)The Compensation Committee evaluated the extent to which Messrs. Prow, Boyle and Shreves and Mses. Lynch and Deagle achieved their individual strategic goals. See tables below.
(3)Mr. Hathaway’s employment with the Company ended on September 3, 2021.
Individual Strategic Goals and Results for 2021
Entering into the second year of the COVID-19 pandemic, the Compensation Committee approved a series of discretionary goals that, while some were led by specific executives, required concrete effort and accountability across our entire senior leadership team for execution. These goals are listed below. Mr. Prow’s discretionary goals encompassed all of the items in the table below.
| | |
Charles L. Prow |
Goal Description |
Operate a Global Talent Chain to generate seamless and cost-effective delivery of talent to our programs. |
Create a global architecture to provide a consistent geographic strategy driving revenue growth and cost synergy. |
Create a Chief Medical Officer function and vaccinate Vectrus employees. |
Mature and evolve our supply chain, operational technology and business partner models to drive revenue and profit. |
Penetrate new markets to expand growth opportunities. |
Formalize Client Engagement roadmap driving improved relationships, win rates, base expansion, CPAR ratings and award scores. |
Harden M&A processes and roadmap to drive better outcomes and identification of assets. |
Drive financial model maturation to provide higher value. |
Advance our enterprise metrics to improve the operation of our business. |
Continually evolve our culture through succession planning, employee engagement, safety, DEI and life support. |
Individual Performance Assessment. In evaluating Mr. Prow’s performance, the Compensation Committee considered the following key factors:
•Drove total revenue growth of 27.8% and 9.5% organic revenue growth.
•Continued the implementation of our new ERP systems and improved their operational effectiveness.
•Integrated two acquisitions in 2021 and achieved positive win-rates for organic growth.
•Developed a detailed long-term profit roadmap to expand margins in 2021 and beyond.
•Successfully reached full operational capability on the Kuwait and Iraq LOGCAP V task orders and began transition on the LOGCAP V Kwajalein task order despite COVID-19 pandemic-related delays.
•Started five other substantive contracts/task orders.
•Recruited and promoted executive talent, and identified and assessed next generation and emerging talent, with continued focus on the Company’s diversity and professional development initiatives. Expanded our talent across programs and business advisories to drive results.
•Led succession planning for key positions, promoted from within to lead diversity initiatives and strengthened employee engagement efforts.
•Reduced injury frequency and severity rates, demonstrated a strong commitment to leaders in labor and life support programs, and executed COVID-19 response measures.
Susan D. Lynch
Along with driving growth in revenue, profit and EPS and increasing the focus on DSO’s, Ms. Lynch was charged with leading the financial model maturation, driving development and tracking of our progress against our key financial metrics, advancing our enterprise metrics, and continuing the implementation of the ERP system. Her support of our organic and inorganic growth, in addition to our M&A process hardening was also key.
Individual Performance Assessment. In evaluating Ms. Lynch’s performance, the Compensation Committee considered the following key factors:
•Successfully grew the level of talent and matured all finance functions from a leadership and personnel depth perspective.
•Continued the implementation of our new ERP systems and improved their operational effectiveness.
•Drove cycle time reduction in the close process.
•Drove both performance and cultural changes in DSO performance.
•Partnered with operations to execute on a profit roadmap.
•Executed on acquisition synergies and IT system roadmap.
•Drove enterprise system enhancements.
•Drove tax efficiencies.bid protests.
Susan L. Deagle
Accountable for•We are dependent on the U.S. government and, if our reputation or relationship with the U.S. government was harmed, our revenue and growth across the enterprise, Ms. Deagle was also instrumental in the development of our global talent chain, strategic development of our global presence, DEI initiatives as the co-chair of our DEI council, and talent development through her support of program teams and succession planning in the field.
Individual Performance Assessment. In evaluating Ms. Deagle’s performance, the Compensation Committee considered the following key factors:prospects could be adversely affected.
•Improved metricsMisconduct of our employees, subcontractors, agents, prime contractors or business partners could cause us to lose customers and could have a material adverse impact on days-to-hire in both our OCONUSbusiness and CONUS business despite COVID-19 challenges domestically and inreputation, adversely affecting our host nations.ability to obtain new contracts.
•Matured our global business footprint with the development of a business developmentOur earnings and business advisory presencemargins depend, in key geographic regions.part, on subcontractor performance.
•RefinedWe rely on internal and external information technology systems to conduct our M&A processes to improve target identificationbusiness, and due diligence execution.disruption or failure of these systems could adversely affect our business and results of operations.
•Led the integrationWe rely on our information and communications systems in our operations. Security breaches and other disruptions could adversely affect our business and results of two acquisitions and the achievement of synergies.operations.
•Improved client engagement strategy, drove above average market win rates and continuedWe are subject to build relationships across the shareholder and investor base.certain data privacy regulations, which expose us to certain risks if we do not comply with these requirements.
•LedWe may not realize the global business architecture strategy development.
Kevin T. Boyle
Mr. Boyle contributed in numerous ways to our success this year, including driving some of our partner-based business models, facilityanticipated benefits and cost savings hardening of our ethics function, and hardening of the M&A processes from a legal perspective.
Individual Performance Assessment. In evaluating Mr. Boyle’s performance,Merger and integrating the Compensation Committee considered the following key factors:two companies may be more difficult, costly or time-consuming than expected.
•Led a cost reduction effort to relocate our Northern Virginia offices to a more centralWe may pursue acquisitions and advantageous location.other investments that involve numerous risks and uncertainties.
•Expanded the legal team talent and expertise.
•Led legal M&A due diligence.
•Completed roll out of upgraded, scalable and proactive ethics and compliance program.
•Sustained achievementWe use estimates in accounting for many of our goals related to culture overall.
Kenneth W. Shreves
Mr. Shreves is a key contributor toprograms, and changes in our organic enterprise growth. He has built a strong team responsible for identifying new business, establishing relationships and supporting base expansion efforts.
Individual Performance Assessment. In evaluating Mr. Shreves’ performance, the Compensation Committee considered the following key factors:
•Continued organic growth, driving revenue growth rate across the board.
•Fostering of new markets and new clients and partners from the Zenetex acquisition, resulting in continued wins and partnering opportunities accessing the aviation MRO opportunity set.
•Client mapping and relationship development, including adding talent across the team to drive increased customer touchpoints and intimacy.
•Key contributions toestimates could adversely affect our base expansion strategies andfuture financial results.
•LeadershipWe may be required to contribute additional funds to meet any present or future underfunded benefit obligations associated with multiemployer pension plans in which we participate.
•Our insurance may be insufficient to protect us from claims or losses.
•There is a rapidly evolving awareness and focus from stakeholders with respect to environmental, social and governance practices, which could affect our business.
Risks Related to Governmental Regulations and Laws
•Environmental, health and safety issues could have a material adverse effect on our business, financial position or results of key initiatives suchoperations.
•As a U.S. government contractor, we are subject to a number of procurement laws and regulations and could be adversely affected by changes in regulations or our failure to comply with these regulations.
•Our business is subject to audits, reviews, cost adjustments, and investigations by the U.S. government, which, if resolved unfavorably to us, could adversely affect our profitability, cash position or growth prospects.
•The DoD continues to modify its business practices, which could have a material effect on its overall procurement processes and adversely impact our current programs and potential new awards.
•Our business depends upon obtaining and maintaining required facility security clearance and individual security clearances.
•Our business may be negatively impacted if we are unable to adequately protect our intellectual property rights.
Risks Related to Our Indebtedness, Financial Condition and Markets
•In connection with the Merger, we assumed significantly more indebtedness than V2X's prior indebtedness. Our level of indebtedness and our ability to make payments on or service our indebtedness could adversely affect our business, financial condition, results of operations, cash flow and liquidity.
•Our variable rate indebtedness may expose us to interest rate risks, which could cause our debt costs to increase significantly.
•Our debt agreements contain covenants with which we must comply or risk default, or that impose restrictions on us and certain of our subsidiaries that may affect our ability to operate our businesses.
•The effects of changes in worldwide economic and capital markets conditions may significantly affect our ability to maintain liquidity or procure capital.
•We may not realize as supply chainrevenue the full amounts reflected in our backlog, which could adversely affect our future revenue and enterprise Vectrus,growth.
•Goodwill represents a significant portion of our assets and the business models that accompanyany impairment of these initiatives.assets could negatively impact our results of operations.
LONG-TERM INCENTIVE PLAN
2021 Long-Term Incentive Awards
Long-term incentive awards are intended to directly tie long-term compensation to long-term value creation and shareholder return. The 2021 long-term incentive program provided for a combination of TSR awards and RSUs to comprise the total long-term incentive award for each NEO. These components are incentives for absolute stock price performance and appreciation as well as TSR performance relative to the specific group of companies referenced below. The Compensation Committee set vesting terms for RSUs based on the Compensation Consultant’s review and guidance regarding current competitive practice and its assessment of appropriate vesting terms and conditions for Vectrus. In determining the total long-term incentive award for each NEO, the Committee also considered individual performance.
The Compensation Committee weightedRisks Related to Our Securities
•We meet the 2021 long-term incentive awardsrequirements to be a “controlled company” within the meaning of the rules of the New York Stock Exchange (NYSE) and, as follows: 50.0%a result, qualify for, TSR and 50.0% for RSUs.intend to rely on, exemptions from certain corporate governance standards, which limit the presence of independent directors on its Board of Directors or Board committees.
The 2021 long-term incentive awards for all NEOs were granted on March 4, 2021. A valuation based on the grant date was used to determine the number•If our significant shareholders who received shares of RSUs granted pursuant to this allocation. The number of RSUs granted on March 4, 2021, was based on $58.28, the closing price of Vectrusour common stock on the grant date.
The following table sets forth the value of 2021 long-term incentive award amounts for the NEOs granted during 2021, as determined by the Compensation Committee.
| | | | | | | | | | | | | | | | | | | | |
| Name | | Restricted Stock Unit Award Value ($) | | Restricted Stock Unit Awards (# of Units) | | Relative Total Shareholder Return Target Award
($) |
| Represents 50% of total award value | | Represents 50% of total award value |
| Charles L. Prow | | 1,050,000 | | 18,016 | | 1,050,000 |
| Susan D. Lynch | | 225,000 | | 3,861 | | 225,000 |
| Susan L. Deagle | | 195,000 | | 3,346 | | 195,000 |
| David A. Hathaway | | 195,000 | | 3,346 | | 195,000 |
| Kevin T. Boyle | | 162,500 | | 2,788 | | 162,500 |
| Kenneth W. Shreves | | 125,000 | | 2,145 | | 125,000 |
Restricted Stock Unit Component
The Compensation Committee reviewed all proposed grants of RSUs to NEOs prior to their award, including awards based on performance, retention-based awards and awards contemplated for new employees as part of employment offers. Grants of RSUs provide executives with stock ownership of unrestricted shares after the restrictions lapse. NEOs were granted RSU awards because, in the judgmentMerger sell their shares of our common stock after such shares are no longer subject to resale restrictions, our common stock price could be materially affected.
•Anti-takeover provisions in our organizational documents and Indiana law could delay or prevent a change in control.
RISKS RELATED TO OUR BUSINESS
Our profitability or performance could suffer if we are unable to recruit and retain qualified personnel or if we are unable to maintain adequate staffing levels for our contracts.
Due to the Compensation Committeespecialized nature of our business, our future performance and basedrate of growth is highly dependent upon the continued services of our personnel and executive officers, the development of additional management personnel and the hiring of new qualified technical, marketing, sales, and management personnel for our operations. Recruitment of qualified personnel is highly competitive, and we may not be successful in attracting or retaining qualified personnel. In recent years, the industry-wide market for qualified employees became even more competitive than in previous years. We also must manage leadership development and succession planning throughout our business. The loss of key employees, coupled with an inability to attract new, qualified employees or adequately train employees, or the delay in hiring key personnel could significantly impact our ability to perform under our contracts and could have an adverse effect on management’s recommendations, these individualsour business, results of operations and financial condition.
In addition, our profitability is affected by how efficiently we utilize our workforce, including our ability to transition employees from completed contracts to new assignments; to hire and assimilate new employees; to hire personnel in or timely deploy expatriates to foreign countries; to manage attrition and a subcontractor workforce; and to devote time and resources to training, business development, professional development and other non-chargeable activities. Further, continued visa and other travel restrictions related to the ongoing COVID-19 pandemic may also impact our ability to properly perform on our contracts. See the risk factor below, “We face various risks related to health epidemics, pandemics and similar outbreaks, particularly COVID-19, which may have material adverse effects on our business, financial position, results of operations and/or cash flows.”
A significant portion of our workforce is represented by labor unions, and our business could be harmed in the event of a prolonged work stoppage.
On December 31, 2022, approximately 5,400 of our employees, or approximately 35% of our employee base were unionized. We have 54 collective bargaining agreements with labor unions. We cannot predict how stable our union relationships will be or whether we will be able to successfully negotiate successor agreements without impacting our financial condition. In addition, the presence of unions may limit our flexibility in positions most likelymanaging our workforce. Work stoppages by our union employees or implementation of a work stoppage contingency plan could negatively impact our ability to provide services to our customers on a timely basis, which could in turn negatively impact our results of operations and financial condition.
Competition within our markets may reduce our revenue and market share.
Our business is highly competitive, and we compete with larger companies that have greater name recognition, greater financial resources, and larger technical staff, as well as companies with a competitive advantage due to a small business designation. Within our industry, companies have engaged in mergers and acquisitions to increase their competitive position. Our competitors may provide our customers with different or greater capabilities or better contract terms than we can provide, including past contract experience, geographic presence, price, and the availability of qualified professional personnel. In addition, our competitors may consolidate or establish teaming or other relationships among themselves or with third parties to increase their ability to address customers’ needs.
Even if we are qualified to work on a government contract, we may not be awarded the contract because of existing government policies designed to assist small businesses and other designated classifications of business, such as under-represented minority contractors. Accordingly, larger or new competitors, alliances among competitors, or competitors designated as small business contractors may emerge that may adversely affect our ability to compete. If we are unable to compete successfully against our current or future competitors, we may experience declines in the achievementrevenue and market share, which could negatively impact our financial position, results of the Company’s long-term value creation goals and to create increased shareholder value over time. RSUs granted in 2021 vest in one-third annual installments on the first, second and third anniversaries of the grant date.
Relative Total Shareholder Return (TSR) Award Component
The TSR performance design for 2021 - 2023 compares the Company’s TSR performance relative to the TSR performance of the Aerospace and Defense companies in the S&P 1500 Index. In designing the program, the Compensation Committee determined that this would be an appropriate index for Vectrus to be measured against for relative total shareholder return performance. The Compensation Committee also determined to measure performance in a balanced manner with the following four performance periods weighted equally at 25%:
January 1, 2021 through December 31, 2021;
January 1, 2022 through December 31, 2022;
January 1, 2023 through December 31, 2023; and
January 1, 2021 through December 31, 2023.operations, or cash flows.
TheWe may not be successful in winning new contracts or recompeting our existing contracts, which could have an adverse impact on our business and prospects.
We derive a substantial majority of our revenue from our contracts with the federal government, which are typically awarded through a rigorous competitive bidding process. This competitive bidding process presents a number of risks, including the following:
•We may bid on programs for which the work activities, deliverables, and timelines are vague or for which the solicitation incompletely describes the actual work, which may result in inaccurate pricing assumptions;
•We may incur substantial costs and spend a significant amount of managerial time and effort preparing bids and proposals; and
•We may realize the lost opportunity cost of not bidding on and winning other contracts that we may have pursued otherwise.
If we are unable to win a particular new contract, we may be prevented from providing the customer the services that are purchased under that contract for a number of years.
In addition, we face rigorous competition and pricing pressures for any additional contract awards from the U.S. government. Some of our existing contracts must be recompeted when their original period of performance ends. Recompetes represent opportunities for competitors to take market share away from us. Recompetes also represent opportunities for our customers to obtain more favorable terms and discounts from us. We may be required to qualify or continue to qualify under multiple award payout factortask orders, and it may be more difficult for us to win future task orders. If we are unable to consistently win new contract awards, or successfully recompete our existing contracts, our business and prospects will be determinedadversely affected, and our actual results may differ materially and adversely from those anticipated.
Our earnings and margins may vary based on the averagemix of our contracts, our performance, and our ability to control costs.
We generate revenue under various types of contracts, which include cost-plus, cost-reimbursable (including non-fee-bearing costs) and firm-fixed-price. Our earnings and profitability may vary materially depending on changes in the payout factorsproportionate amount of revenue derived from each type of contract, the nature of services provided, as well as the achievement of performance objectives and the stage of performance at which the right to receive fees, particularly under incentive and award fee contracts, is finally determined. Cost-reimbursable contracts generally have lower profitability than firm-fixed-price contracts. Our profitability is adversely affected when we incur contract costs that we cannot bill to our customers. Profitability also may be adversely affected during the start of a new contract due to initial spending necessary to successfully complete phase-in requirements. For example, as we continue the phase-in process for LOGCAP V, we are required to outlay certain amounts of capital to perform under the contract, which amounts we may or may not recoup from the U.S. government. To varying degrees, each of our contract types involves risk that we could underestimate the four performance periods, determinedcosts and resources necessary to fulfill the contract.
In addition, our failure to satisfy customer expectations or contract requirements may result in reduced fees or claims made against us by our customers and may affect our financial performance. Under each type of contract, if we are unable to control costs, our operating results could be adversely affected, particularly if we are unable to justify an increase in contract value to our customers. Cost overruns or the failure to perform on existing programs also may adversely affect our ability to retain existing programs and win future contract awards.
While firm-fixed-price contracts allow us to benefit from cost savings, these contracts also increase our exposure to the risk of cost overruns.
Because many fixed-price contracts are long-term and may also involve new technologies, unforeseen events, such as follows:
| | | | | | | | |
If the Company’s TSR performance relative to that of the Aerospace and Defense companiestechnological difficulties, cost fluctuations, significant inflation, problems with suppliers, and cost overruns can result in the S&P 1500 Index is: | | The Payout Factor is: |
Less than the 35th percentile | | 0% |
At the 35th percentile | | 50% |
At the 50th percentile | | 100% |
At the 80th percentile | | 200% |
Actual results between the 35th percentile andcontractual price becoming less favorable or even unprofitable to us. Revenue derived from firm-fixed-price contracts represented approximately 40% of our total revenue for the 80th percentile will be interpolated.
The potential award payout is capped at 200% of the target award as the Compensation Committee believes that having a cap helps mitigate excessive or inappropriate risk-taking.
Vectrus Total Shareholder Return Awards Granted in 2019
The Compensation Committee approved and granted the 2019 TSR awards in March 2019. The awards were subject to a three-year performance period beginning January 1, 2019 throughyear ended December 31, 20212022. When making proposals on firm-fixed-price contracts, we rely heavily on our estimates of costs and measuredtiming for completing the associated projects, as well as assumptions regarding technical issues. In each case, our failure to accurately estimate costs or the resources needed to perform our contracts or to effectively manage and control our costs could result in four individual periods, weighted equally, as follows: January 1, 2019 - December 31, 2019; January 1, 2020 - December 31, 2020; January 1, 2021 - December 31, 2021; and January 1, 2019 - December 31, 2021.
Following the endreduced profits or losses. If we incur costs in excess of the three-year performance period, Vectrus TSR performance was calculatedinitial estimates or funding on a contract, we generally seek reimbursement for each of the four individual periods, relativethose costs through requests for equitable adjustments (REAs) or claims to the Aerospace and Defense companies inContracting Officer, the S&P 1500. Results are indicated below:
| | | | | | | | | | | | | | |
Individual Performance Period | | Vectrus Percentile - Performance vs. Aerospace & Defense Companies in the S&P 1500 * | | Payout Factor |
January 1, 2019 - December 31, 2019 | | 100.0 percentile | | 200.0% |
January 1, 2020 - December 31, 2020 | | 57.1 percentile | | 123.7% |
January 1, 2021 - December 31, 2021 | | 15.0 percentile | | 0.0% |
January 1, 2019 - December 31, 2021 | | 85.0 percentile | | 200.0% |
Average Payout Factor: | | | | 130.9% |
(*) Performance below the 35th percentile rank versus the Aerospace and Defense companies in the S&P 1500 Index results in a 0% Payout Factor for the applicable performance period. Payout percentages for performance between the 35th and 80th percentile rank are interpolated.
Following certificationdenial of Vectrus performance for the 2019 TSR awards, the Compensation Committee approved payouts in January 2022 at 130.9% of the target award. Payments in January 2022which may be appealed to the NEOs were as follows: | | | | | | | | | | | | | | |
| Name | | 2019 Target Award
($) | | Payout at 130.9%
($) |
| Charles L. Prow | | 800,000 | | 1,047,200 |
| Susan D. Lynch | | 225,000 | | 294,525 |
| Susan L. Deagle | | 125,000 | | 163,625 |
| David A. Hathaway | | 125,000 | | — |
| Kevin T. Boyle | | 125,000 | | 163,625 |
| Kenneth W. Shreves | | 80,000 | | 104,720 |
Mr. Hathaway didArmed Services Board of Contracting Appeals, and make assumptions on what we expect to recover in our financial statements, but we may not receive a 2019 TSR award payout because his employment with the Company ended on September 3, 2021. TSR awards are discussed in more detail above at “Relative Total Shareholder Return (TSR) Award Component.”be able to negotiate full recovery for these costs. In addition, pursuit of these REAs and claims can require significant time and additional costs, including legal fees and expenses, and there is no guarantee that such actions would ultimately be successful.
POST-EMPLOYMENT COMPENSATIONGiven the current pace of inflation and other geopolitical factors, we are monitoring the impact of rising costs on our active and future government contracts. To date, we have not experienced broad-based increases due to inflation in the costs of our fixed-price contracts that are material to the business as a whole; however, if we begin to experience greater than expected inflation in our supply chain and labor costs, our profit margins, and in particular, our profit margin from fixed-price contracts, which represent a substantial portion of our contracts, could be adversely affected.
A significant portion of our revenue is derived from a few large contracts, and the loss or material reduction of any of these contracts could have a material adverse effect on our results of operations and cash flows.
Aggregate revenue from our four largest contracts amounted to approximately $0.9 billion, or 31.0% of our revenue for the year ended December 31, 2022. As of December 31, 2022, our four largest contracts were the Kuwait and Iraq Task Orders under the LOGCAP V contract vehicle, the Kuwait Base Operations and Security Support Services in Kuwait (K-BOSSS) contract, and the OMDAC-SWACA contract. The Kuwait Task Order was previously part of the U.S. Army's K-BOSSS contract, which was exercised through August 28, 2023, and is being transitioned under LOGCAP V and retained by us. Performance on the Kuwait Task Order began in July 2021, and performance on the Iraq Task Order began in June 2021. The awards are approximately $1,078.6 million and $992.8 million, respectively, with estimated period of performance completion in December 2026. The OMDAC-SWACA contract was re-awarded on December 29, 2020, and performance on the contract began on July 16, 2021. The new award is an approximately $673.1 million cost-plus-fixed-fee contract with an estimated period of performance completion in April 2026.
The Vectrus 401(k) employer matchKuwait and Iraq Task orders under LOGCAP V each accounted for more than 10% of our revenue for the year ended December 31, 2022, and we expect these contracts will continue to have a significant contribution to our revenue. The loss or material reduction of any of these contracts could have a material adverse effect on our revenue, results of operations and cash flows. See "Significant Contracts" in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, in this Annual Report on Form 10-K.
Termination, expiration or non-renewal of our existing U.S. government contracts may adversely affect our business.
The U.S. government services marketplace is 50% upcharacterized by contracts of shorter duration as compared to 8%large production and systems integration programs. U.S. government services contracts generally are of employee-elected deferrals based upon annual base compensation. All contributions are 100% vested.a finite duration of five years and usually range between three and ten years. The termination, expiration or non-renewal of our existing U.S. government contracts could result in a loss of anticipated future revenue attributable to that program, which could have an adverse impact on our operations.
VectrusThe U.S. government may terminate any of our government contracts, in whole or in part, at any time at its convenience with little or no notice. The U.S. government may also establishedterminate our contracts for default if we fail to meet our obligations under a contract. If any of our contracts were terminated for convenience, we generally would be entitled to receive payment for work completed and maintains a non-qualified, unfunded Vectrus Systems Corporation Excess Savings Planallowable termination or cancellation costs. If any of our government contracts were terminated for default, generally the customer would pay us only for the work that has been accepted. Moreover, the customer can require us to provide key employees an opportunitypay the difference between the original contract price and the cost to earn benefits in excessre-procure the contract deliverables, net of the benefits that may be earned underwork accepted from the Vectrus 401(k) Plan. This plan is discussed in more detail in “Non-qualified Deferred Compensationoriginal contract. In addition, the U.S. government can also hold us liable for 2021” below.
SEVERANCE PLAN ARRANGEMENTSdamages resulting from the default.
The plans discussed belowexpiration, non-renewal or termination of any government contracts, whether for convenience or default, would adversely affect our current programs and reduce our revenue, earnings and cash flows. A termination for default may also negatively affect our reputation, performance ratings and our ability to win new government contracts, particularly for contracts covering the same or similar types of services.
Uncertainties in the U.S. government defense budget, changes in spending or budgetary priorities or delays in contract awards may significantly and adversely affect our future revenue and limit our growth prospects.
Our contracts and revenue primarily depend upon the U.S. DoD budget, which is subject to the congressional budget authorization and appropriations process and is difficult to predict. The U.S. Congress usually appropriates funds for a given program on a September 30 fiscal year basis, even though contract periods of performance may extend over many years. Consequently, at the beginning of a major program, the contract is usually partially funded, and additional monies are describedcommitted to the contract by the procuring agency only as appropriations are made by Congress in more detailfuture fiscal years. DoD budgets are a function of a number of factors beyond our control, including, but not limited to, changes in “Payments Upon Termination or ChangeU.S. procurement policies, budget considerations, the federal debt ceiling, current and future economic conditions, presidential administration and congressional priorities, government shutdowns, continuing resolutions, changing national security and defense requirements, geopolitical developments and actual fiscal year congressional appropriations for defense budgets. Any of these factors could result in Control.” The severance plans apply to key Vectrus employeesa significant redirection of current and future DoD budgets and impact our future operations and cash flows. Such factors may have direct bearing on our new business opportunities as defined by Section 409A. The Vectrus severance plan arrangements are not considered in determining other elementswell as on whether the U.S. government will exercise its options for services under existing contracts, thus affecting the timing and volume of compensation. All of the Vectrus NEOs were covered under the Senior Executive Severance Play Plan and the Special Senior Executive Severance Pay Plan.
Senior Executive Severance Pay Planour business.
The purposeU.S. government also conducts periodic reviews of this plan is to provide a period of transitionU.S. defense strategies and priorities, which may shift DoD budgetary priorities, reduce DoD spending or delay contract or task order awards for senior executives. Senior executives who are U.S. citizens or who are employeddefense related programs. A reduction in the United States are covered by this plan. The plan generally provides for severance payments if the Company terminates a senior executive’s employment without cause.
The exceptions to severance payments are:
•the executive terminates his or her own employment;
•the executive’s employment is terminated for cause; or
•if the executive accepts employment or refuses comparable employment with a purchaser in a divestiture situation.
No severance is provided for termination for cause because the Company believes employees terminated for cause should not receive additional compensation. No severance is provided where an executive accepts or refuses comparable employment in a divestiture situation because the executive had the opportunity to receive employment income from another party under comparable circumstances.
Special Senior Executive Severance Pay Plan
The purpose of this plan is to provide compensation in the case of termination of employment in connection with an Acceleration Event (defined in “Payments Upon Termination or Change in Control”). The provisions of this plan are specifically designed to address the inability of senior executives to influence the Company’s future performance after certain change in control events. The plan is structured to encourage executives to act in the best interests of shareholders by providing for certain compensation and retention benefits and payments, including change in control provisions, in the case of an Acceleration Event.
The purposes of these provisions are to:
•provide for continuing cohesive operations as executives evaluate a transaction, which, without change in control protection, could be personally adverse to the executive;
•keep executives focused on preserving value for shareholders;
•retain key talent in the face of potential transactions; and
•attract talented employees in the competitive marketplace.
As discussed above, this plan provides severance benefits for covered executives, including any NEO whose employment was terminated by the Company without cause, or where the covered executive terminated his or her employment for good reason within two years after the occurrence of an acceleration event as described below (including a termination due to death or disability) or if during the two-year period following an Acceleration Event, the covered executive had grounds to resign with good reason or the covered executive’s employment was terminated in contemplation of an Acceleration Event that ultimately occurred.
The plan is designed to put the executive in the same position, from a compensation and benefits standpoint, as he or she would have been in without the Acceleration Event. With respect to incentive plan awards, since the executive would no longer have the ability to influence the corporate objectives upon which the awards were based, the plan provides that any AIP awards be paid to the executive at target.
CHANGE IN CONTROL ARRANGEMENTS
As described more fully in “Payments Upon Termination or Change in Control,” the Compensation Committee has provided for treatment of short-term and long-term incentive plans, severance arrangements and the excess savings plan upon a change in control.
EMPLOYEE BENEFITS AND PREREQUISITESU.S. government defense spending, changing defense spending priorities or delays in contract or task order awards could potentially reduce our future revenue, earnings and cash flow and have a material impact on our business.
Vectrus executives are eligible to participate in Vectrus’ broad-based employee benefits programs, including medical, dental, vision coverage,Business disruptions caused by natural disasters, pandemics, global hostilities and other specified benefit plans accordingcrises could adversely affect our profitability and our overall financial position.
We have operations located in regions of the U.S. and internationally that may be exposed to natural disasters, such as hurricanes, tornadoes, blizzards, flooding, wildfires or earthquakes. Our business could also be disrupted by pandemics, including as a result of COVID-19, and other national or international crises, such as the war in Ukraine. Although preventative measures may help mitigate the damage from such occurrences, impacts on our supply chain and the damage and disruption to our business resulting from any of these events may be significant. If our insurance and other risk mitigation mechanisms are not sufficient to recover all costs, including loss of revenue from sales to customers, we could experience a material adverse effect on our financial position and results of operations.
There is also an increasing concern over the risks of climate change and related environmental sustainability matters. In addition to physical risks, climate change risk includes longer-term shifts in climate patterns, such as extreme heat, sea level rise, and more frequent and prolonged drought. Such events could disrupt our operations or those of our customers or third parties on which we rely, including through direct damage to assets and indirect impacts from supply chain disruption and market volatility.
We face various risks related to health epidemics, pandemics and similar outbreaks, particularly COVID-19, which may have material adverse effects on our business, financial position, results of operations and/or cash flows.
COVID-19 or other pandemics have in the past and may in the future negatively affect the U.S. and global economy, disrupt global supply chains, result in significant travel and transport restrictions, and create significant disruption in the global financial markets. To date, COVID-19 has not had a material adverse impact on our operating results and our business. However, the extent of the continued impact of COVID-19 pandemic on our operational and financial performance, including our ability to execute our programs in the expected timeframe, will depend on future developments, including any potential subsequent waves or variants of COVID-19. The ultimate impact on financial markets and the global economy, new government regulations for defense contractors and other related actions taken by the U.S. government, state and local government officials, and international governments to prevent disease spread remain uncertain and cannot be predicted.
It is also possible that the continued spread of COVID-19 could continue to delay or limit the ability of the U.S. government and other customers to perform on its contractual obligations, including making timely payments to us. Essentially all of our revenue is derived from services ultimately sold to the plan documents.
Prerequisites for NEOs
Vectrus provides only those perquisites that it considers to be reasonableU.S. government, and consistent with competitive practice. The Compensation Committee continues to review benefitswe cannot predict the effect COVID-19 or other pandemics may have on our customers’ spending and perquisites to assure they are reasonablemission priorities. COVID-19 or other pandemics could delay the announcement of new contract awards and/or the timing of start-up or transition of our major contracts. Any prolonged interruptions in payment or transition activities on our large contracts may disrupt our cash flows, and consistent with competitive practice.
OTHER CONSIDERATIONS AND POLICIES
Clawback Policythese uncertainties could adversely affect both our operations and financial position.
The Boardspread of DirectorsCOVID-19 has adoptedcaused us to significantly modify our business practices (including limiting employee and contractor presence at our work locations), and we may take further actions as may be required by government authorities or our customers or that we determine are in the best interests of our employees, contractors, customers, suppliers, and communities. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus, and our ability to perform critical functions could be adversely impacted. Further, the impact of COVID-19 in affected regions where we operate could affect our ability to operate effectively. Additionally, the effects on our long-term operations as a clawback policyresult of a significant portion of our workforce continuing to providework in a hybrid or remote capacity for recoupmenta prolonged period are unknown. Further, prolonged telework by a large portion of performance-based compensationour workforce presents potential cybersecurity and data security risks, which in the event of a cybersecurity incident, could have a material adverse impact on our business, results of operations and financial condition.
Due to the many uncertainties and the rapidly changing business environment, the impacts from the COVID-19 pandemic may have a material adverse effect on our business, financial position, results of operations and/or cash flows in the future. The ongoing pandemic may also have the effect of heightening many of the other risks identified in this Annual Report on Form 10-K for the year ended December 31, 2022.
Our contract sites are inherently dangerous workplaces. Failure to maintain safe work sites and equipment or effectively respond to the impacts of COVID-19 to our workplaces could result in environmental disasters, employee deaths or injuries, reduced profitability, the loss of projects or customers and possible exposure to litigation.
Our project sites often put our employees and others in close proximity with mechanized equipment, moving vehicles, and highly regulated materials. Additionally, the COVID-19 pandemic has introduced additional risks to our worksites, which require additional policies and procedures. Although we have safety procedures in place, if we fail to implement them, or if the Boardprocedures we implement are ineffective or insufficient, we may suffer the loss of Directors determines thator injury to our employees, as well as expose ourselves to possible litigation. As a senior executive has engaged in fraud or willful misconduct. This would include annual cash incentiveresult, our failure to maintain adequate safety standards and bonus awards and all forms of equity-based compensation to the extent such awards are performance-based. If, in the Board of Directors’ view, the compensation related to Vectrus’ financial performance would have been lower if it had been based on the restated results, the Board of Directors will, to the extent permitted by applicable law, seek recoupment from that senior executive of any portion of such compensationequipment, as it deems appropriate after a review of all relevant facts and circumstances. The NEOs, Senior Vice Presidents, Corporate Vice Presidents, executives who are direct reports to the President and CEO and their direct reports are covered by this policy.
Equity Grant Policy - Consideration of Material Non-Public Information
Vectrus equity-based awards granted to NEOs, senior and other executives, and equity-based awards granted to directors, are awarded and priced on the same datewell as the approval date or a subsequent date approved by the Compensation Committee for administrative reasons. Vectrus may also make equity-based grants in the casenature of the promotion of an existingenvironment in which we conduct business, could result in environmental disasters, employee deaths or hiring of a new employee. These grants may be made at a time Vectrus is in possession of material non-public information related to the promotion or the hiring of a new employee or other matters. Vectrus does not time its release of material non-public information for the purpose of affecting the value of executive compensation, and executive compensation decisions are not timed to the release of material non-public information.
Consideration of Tax and Accounting Impacts
Section 162(m)
Section 162(m) of the Code as in effect prior to the enactment of the Tax Act in December 2017 placed a limit of $1,000,000 on the amount of compensation that Vectrus could deduct in any one year with respect to its “covered employees,” which consisted of its Chief Executive Officer and the three other highest-paid named executive officers, other than the Chief Financial Officer. There was an exception to the $1,000,000 limitation for performance-based compensation meeting certain requirements.
The Tax Act retained the $1,000,000 deduction limit, but repealed the performance-based compensation exemption from the deduction limit and expanded the definition of “covered employees,” effective for taxable years beginning after December 31, 2017. Consequently, compensation paid in 2018 and later years to NEOs in excess of $1,000,000 is not deductible unless it qualifies for transitional relief applicable to certain binding, written performance-based compensation arrangements that were in place as of November 2, 2017.
The Compensation Committee generally intends to continue to comply with the requirements of Section 162(m) as it existed prior to the Tax Act with respect to performance-based compensation in excess of $1,000,000 payable under outstanding awards granted before November 2, 2017, under our 2014 Plan in order to qualify them for the transitional relief. However, no assurance can be given that the compensation associated with these awards will qualify for the transitional relief, due to ambiguities and uncertainties as to the application and interpretation of the revised Section 162(m) and the related requirements for transitional relief.
Section 409A
Vectrus plans are intended to comply with Section 409A of the Code, to the extent applicable. While Vectrus endeavors to comply with other applicable sections of the Code with respect to compensation, the Compensation Committee did not consider other tax implications when designing Vectrus’ compensation programs.
Excise Taxes
Vectrus provides “best-net” provisions with respect to any excise tax triggered by a change-in-control. Under these provisions, if payments triggered by a change-in-control would be subject to an excise tax, then either payments would be reduced by the amount needed to avoid triggering the tax, or no reduction of payments would occur, depending on which alternative left the executive in the better after-tax position.
Policy Against Hedging, Pledging, Speculationinjuries, reduced profitability, or the loss of projects or customers, any of which could have a material adverse impact on our business, financial condition, results of operations and reputation.
We work in Company Stock and Insider Trading
Vectrus has a policy that prohibitsinternational locations where there are high security risks, which could result in harm to our employees and directorscontractors and the incurrence of substantial costs.
Some of our services, including those using subcontractors, are performed in high-risk locations, including but not limited to, Iraq, certain parts of Africa, and the Middle East, where the country, region or surrounding areas may have unstable governments, or in areas of military conflict, or hostile and unstable environments, including war zones, or at military installations. These operations increase the risk of an incident resulting in damage or destruction to our work or living sites or resulting in injury or loss of life to our employees, subcontractors or other third parties. Our insurance coverage may not be adequate to cover these claims and liabilities and we may be forced to bear substantial costs arising from taking advantagethose claims. The impact of disclosing,these factors is difficult to predict, but any one or using any confidential informationmore of them could adversely affect our financial position, results of operations or cash flows.
We are subject to legal and regulatory compliance risks associated with operating internationally.
Our U.S. government contracts operating internationally represented approximately 48% of total revenue for the purposeyear ended December 31, 2022. We are subject to a variety of personal gain,U.S. and foreign laws and regulations, including, buying, selling,without limitation, business compliance, tax and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act. We also employ international personnel and engage with foreign subcontractors and labor brokers, which requires compliance with numerous foreign laws and regulations related to labor, benefits, taxes, insurance and reporting requirements, among others, such as the European Union (EU) General Data Protection Regulation (GDPR). Failure by us or tradingour subcontractors or vendors to comply with these laws and regulations could result in administrative, civil, or criminal liabilities, suspension or debarment from government contracts, any Vectrus security. The policy includes prohibitions for Corporate Vice Presidentsof which could have a material adverse effect on us.
Our business operations are also subject to additional risks associated with conducting business internationally, including, without limitation:
•Political instability in foreign countries;
•Terrorist activity by various groups in the areas in which we operate;
•Imposition of inconsistent foreign laws, regulations or policies or changes in or interpretations of such laws, regulations or policies;
•Currency exchange controls, fluctuations of currency and above against hedgingforeign exchange rates, and currency revaluations;
•Conducting business in places where laws, business practices and customs are unfamiliar or pledging Vectrus securities, speculationunknown; and
•Imposition of limitations on or increases in withholding and other investmentstaxes on payments by foreign operations.
Our failure to adapt to or mitigate these risks could affect our ability to conduct our business internationally and adversely affect our financial position, results of operations or cash flows.
We conduct a portion of our operations through joint ventures, exposing us to certain risks and uncertainties, many of which are outside of our control.
We conduct a portion of our operations through joint ventures where the shareowner’s economic interest is disassociated from share ownership. These prohibited transactions encompass the purchase of financial instruments, including short sales, forward contracts, equity swaps, collars, puts, calls or other derivative securities that are speculative in nature or designed to hedge or offset a decrease in market value of any Vectrus security (other than exercises of Company granted stock options). The Board of Directors has adopted a parallel policy that applies to directors.control may be shared with unaffiliated third parties. In addition, directors must receive specific written approval prioras with any joint venture arrangement, differences in views among the joint venture participants may result in delayed decisions or in failures to entering intoagree on major issues. We also cannot control the actions of our joint venture partners, including any transaction involving Vectrus securities. Directorsfailure to comply with applicable laws or regulations, nonperformance, default or bankruptcy of our joint venture partners. If our partners do not meet their contractual obligations, the joint venture may be unable to adequately perform and Corporate Vice Presidents and above also annually receive specific instructions with respectdeliver its contracted services, requiring us to trading in equity securities of Vectrusmake additional investments or perform additional services to ensure compliance with the Company’s hedging, pledging, speculationadequate performance and insider trading policies.
Business Risk and Compensation
Compensation across the enterprise is structured so that unnecessary or excessive risk-taking behavior is discouraged. Total compensation for senior officers is heavily weighted toward long-term compensation consistent with the Vectrus compensation philosophy, which is focused on long-term value creation. This focus on long-term compensation discourages behaviors that encourage short-term risks. The President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer attend those portionsdelivery of the Compensation Committee meetings at which plan features and design configurations of annual and long-term incentive plans are considered and approved. Overall enterprise risk is reviewed and considered at the Committee and Board meetings, providing additional important informationservices to the Compensation Committee.
Vectrus management recently conducted a risk assessmentcustomer. We could be liable for both our obligations and those of our compensation policies and programs, including our executive compensation programs. This risk assessment is conducted annually. Vectrus management reviewed and discussedpartners, which may result in reduced profits or, in some cases, significant losses on the findings of the assessment with the Compensation Committee and the full Board of Directors which concluded that our compensation programs are designed with an appropriate balance of risk and reward in relation to our overall business strategy and do not encourage excessive risk-taking behavior. As a result, we do not believe that risks relating to our compensation programs are reasonably likely toproject. Additionally, these factors could have a material adverse effect on the Company. The Compensation Committee reviewed management’s summarybusiness operations of the joint venture and, in turn, our business operations and reputation.
Further, operating through joint ventures in which we have a minority interest could result in us having limited control over many decisions made with respect to projects and internal controls relating to projects. These joint ventures may not be subject to the same requirements regarding internal controls as we are. As a result, internal control issues may arise, which could have a material adverse effect on our financial condition and results of operations.
Our business could be adversely affected by bid protests.
We may experience additional costs and delays if our competitors protest or challenge awards of contracts to us in competitive bidding. Any such protest or challenge could result in the review and assessmentresubmission of such compensation programs and approved these conclusions.
The Compensation Committee considered risk implicationsbids on modified specifications, or in the termination, reduction or modification of our compensation programs during its deliberations on the designawarded contract. It can take a significant amount of our 2021 executive compensation programs, with the goal of appropriately balancing short-term and long-term performance.time to resolve contract
The following table summarizes representative Vectrus compensation componentsprotests and, in the interim, the contracting U.S. federal agency may suspend our performance under the contract pending the outcome of the protest. We cannot predict the timing or outcome of protests.
In addition, we may protest the contract awards of our competitors when we believe it is prudent to do so to protect our rights and interest in the competition. This process requires the time, effort and attention of our management and employees and incurs additional costs.
We are dependent on the U.S. government and, if our reputation or relationship with the U.S. government was harmed, our revenue and growth prospects could be adversely affected.
We derive all or most of our revenue from work performed under U.S. government contracts, primarily the DoD, either as a prime contractor or as a subcontractor to other contractors engaged in work for the U.S. government. For the year ended December 31, 2022, we generated approximately 46% of our total revenue from the U.S. Army. Our reputation and relationship with the U.S. government, and in particular with the branches and agencies of the DoD, are key factors in maintaining and growing this revenue. Negative press reports or publicity, which could pertain to employee or subcontractor misconduct, alleged violations of labor trafficking laws, conflicts of interest, termination of a contract or task order, poor contract performance, deficiencies in services, reports or other deliverables, information security breaches, business system disapprovals, or other aspects of our business, regardless of accuracy, could harm our reputation. If our reputation is negatively affected, we may lose our ability to conduct business in a foreign country (e.g., loss of business license), lose a required security clearance, or are suspended or debarred from contracting with government agencies or any branch of the DoD, our revenue and growth prospects could be adversely impacted.
Misconduct of our employees, subcontractors, agents, prime contractors or business partners could cause us to lose customers and could have a material adverse impact on our business and reputation, adversely affecting our ability to obtain new contracts.
Misconduct, fraud or other improper activities by our employees, subcontractors, agents, prime contractors or business partners could have a material adverse impact on our business and reputation. Such misconduct could include the failure to comply with federal, state, local or foreign government procurement regulations, regulations regarding the protection of classified or personal information, legislation regarding the pricing of labor and other costs in government contracts, laws and regulations relating to environmental matters, bribery of foreign government officials, lobbying or similar activities, boycotts, antitrust and any other applicable laws or regulations. Misconduct involving data security lapses or inadequate cybersecurity protections resulting in the compromise of personal information or the improper use of our customer’s sensitive or classified information could result in remediation costs, regulatory sanctions against us and serious harm to our reputation. Although we have implemented policies, procedures and relevantcontrols and training that are designed to prevent and detect these activities, these precautions may not prevent all misconduct and as a result, we could face unknown risks or losses. Misconduct by any of our employees, subcontractors, agents, prime contractors or business partners or our failure to comply with applicable laws or regulations could subject us to fines and penalties, loss of security clearance, loss of current and future customer contracts and suspension or debarment from contracting with federal, state or local government agencies, any of which would adversely affect our business, our reputation and our future financial results.
Our earnings and margins depend, in part, on subcontractor performance.
We rely on third-party subcontractors to perform some of the services that we provide to our customers. Disruptions or performance problems caused by our subcontractors could have an adverse effect on our ability as a prime contractor or higher tier subcontractor to meet our commitments to customers.
We may have disputes with our subcontractors arising from, among other things, the quality and timeliness of work performed by the subcontractor, customer concerns about the subcontractor, our failure to extend existing task orders or issue new task orders under a subcontract, proper invoicing, cost reasonableness, allocability, allowability, adjustments to the scope of the subcontractor’s work, or the subcontractor’s failure to comply with applicable law or regulations. Uncertain economic conditions heighten the risk mitigation factors:of financial stress of our subcontractors, which could adversely impact their ability to meet their contractual requirements to us. If any of our subcontractors fail to timely meet their contractual obligations or have regulatory compliance or other problems, our ability to fulfill our obligations may be jeopardized. Significant losses could arise in future periods and subcontractor performance deficiencies could result in our termination for default.
Risk Assessment AcrossWe rely on internal and external information technology systems to conduct our business, and disruption or failure of these systems could adversely affect our business and results of operations.
We utilize, develop, install and maintain a number of information technology systems both for us and for our customers. Additionally, we utilize and rely on external systems maintained by our service providers. These activities may involve substantial risks to our ongoing business processes including, but not limited to, accurate and timely customer invoicing, employee payroll processing, supplier and vendor payment processing, supply chain management and financial reporting. If these implementation activities are not executed successfully or if we encounter significant delays in our implementation efforts, we could experience interruptions to our business processes. Under certain contracts with the Enterprise
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VECTRUS COMPENSATION COMPONENT OR POLICY | | RISK MITIGATION FACTOR |
Base Salary | | Based on market rates. Provides stability and minimizes risk-taking incentives. |
Annual Incentive Plan | | •AIP design emphasizes overall performance and collaboration across the enterprise.
|
| •AIP components focus on metrics that encourage operating performance and that differ from those used for long-term incentive awards.
|
| •Individual AIP components and total AIP awards are capped.
|
| •Payments are made only after external audit review and Compensation Committee certification of performance to metrics and approval of the payments.
|
Long-Term Incentive Awards
-RSUs
-Total Shareholder Return Awards
| |
RSUs vest annually in one-third increments over a three-year period.
TSR awards are based on relative share price performance over four separate periods (e.g., 2021, 2022, 2023 and 2021-2023) during a three-year cycle and encourage behaviors focused on long-term goals, while discouraging behaviors focused on short-term risks. Relative TSR is a different metric from those used for AIP awards.
|
Perquisites | | Limited perquisites are based on competitive market data. (See “Employee Benefits and Perquisites - Perquisites for the NEOs.”) |
Severance | | Severance plans are maintained by the Company in the event of termination without cause or in certain circumstances following a change in control of the Company. |
Clawback Policy | | Provides mechanism for senior executive compensation recapture in certain situations involving fraud or willful misconduct. |
Officer Share Ownership Guidelines | | Vectrus officers are required to own Vectrus shares or share equivalents up to 5X base salary, depending on the level of the officer. Share ownership guidelines align executive and shareholder interests and discourage executives from focusing on short-term results without regard to longer-term consequences. |
Prohibition Against Pledging or Hedging or Speculation in Vectrus Securities | | Vectrus policy prohibits directors and Corporate Vice Presidents and above from pledging or hedging or speculative trading in and out of Vectrus securities, including short sales, forward contracts, equity swaps, collars, puts, calls or other derivative securities that are speculative in nature or designed to hedge or offset a decrease in market value of any Vectrus security (other than exercises of Company granted stock options). |
Change in Control | | Under the 2014 Plan and award agreements, a double trigger requires both consummation of the transaction and a qualifying termination for accelerated vesting of outstanding long-term incentive grants. |
Pension Plans | | Vectrus does not provide a traditional pension plan or supplemental executive retirement plan. |
U.S.
COMPENSATION TABLES
Summary Compensation Table
The following table summarizesgovernment, the compensationadequacy of our NEOsbusiness processes and related systems could be called into question. The occurrence of such events could have a material adverse impact on our business, financial condition, results of operations and cash flows.
We rely on our information and communications systems in our operations. Security breaches and other disruptions could adversely affect our business and results of operations.
As a U.S. defense contractor, various privacy and security laws require us to protect sensitive and confidential information from disclosure both for 2019, 2020us and 2021.others. However, we have faced and may continue to face certain security threats, including cybersecurity threats to our information technology infrastructure, attempts to gain access to proprietary or classified information, and threats to physical security. As a government contractor, we and our suppliers face a heightened risk of a security breach or disruption resulting from an attack by computer hackers, foreign governments, and cyber terrorists. In connection with the information technology and network communications services that we provide to our customers, we also may encounter cybersecurity threats at customer sites that we operate. We face an added risk of a security breach or other significant disruption of our information technology systems and related systems that we develop, install, operate and maintain for certain of our customers, which may involve managing and protecting information relating to national security and other sensitive government functions or personally identifiable or protected health information. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusions, including by computer hackers, foreign governments and cyber terrorists, has increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased.
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Name and
Principal Position | | Year | | Salary ($) | | Bonus ($) | | Stock Awards ($) (a) | | Option Awards ($) (b) | | Non-equity Incentive Plan Compensation ($) (c) | | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) (d) | | All Other Compensation ($) (e) | | Total ($) |
Charles L. Prow President and Chief Executive Officer | | 2021 | | 764,619 | | — | | 2,099,972 | | — | | 1,185,106 | | — | | 33,844 | | 4,083,541 |
| 2020 | | 738,467 | | — | | 1,900,019 | | — | | 769,400 | | — | | 33,371 | | 3,441,257 |
| 2019 | | 700,003 | | — | | 1,599,994 | | — | | 645,300 | | — | | 102,766 | | 3,048,063 |
Susan D. Lynch Senior Vice President and Chief Financial Officer (f) | | 2021 | | 438,452 | | — | | 450,019 | | — | | 451,011 | | — | | 17,393 | | 1,356,875 |
| 2020 | | 429,916 | | — | | 449,985 | | — | | 273,100 | | — | | 17,684 | | 1,170,685 |
| 2019 | | 168,700 | | — | | 450,001 | | — | | 93,000 | | — | | 819 | | 712,520 |
Susan L. Deagle Senior Vice President, Growth and Enterprise Operations | | 2021 | | 407,691 | | — | | 390,005 | | — | | 389,357 | | — | | 15,769 | | 1,202,822 |
| 2020 | | 393,088 | | — | | 350,012 | | — | | 234,500 | | — | | 15,261 | | 992,861 |
| 2019 | | 362,336 | | — | | 249,996 | | — | | 195,000 | | — | | 13,656 | | 820,988 |
David A. Hathaway (g) (Former) Senior Vice President, Vectrus Programs | | 2021 | | 313,145 | | — | | 390,005 | | — | | — | | — | | 8,564 | | 711,714 |
| 2020 | | 394,038 | | — | | 350,012 | | — | | 234,500 | | — | | 15,124 | | 993,674 |
| 2019 | | 372,394 | | | | 249,996 | | — | | 172,500 | | — | | 13,898 | | 808,788 |
Kevin T. Boyle Senior Vice President, Chief Legal Officer and General Counsel | | 2021 | | 390,186 | | — | | 324,985 | | — | | 308,713 | | — | | 13,437 | | 1,037,321 |
| 2020 | | 372,043 | | — | | 300,025 | | — | | 201,000 | | — | | 14,239 | | 887,307 |
| 2019 | | 365,019 | | — | | 249,996 | | — | | 184,300 | | — | | 11,012 | | 810,327 |
Kenneth W. Shreves Senior Vice President, Organic Growth and Operational Enablement (h) | | 2021 | | 330,430 | | — | | 250,011 | | — | | 343,440 | | — | | 13,368 | | 937,249 |
| — | | — | | — | | — | | — | | — | | — | | — | | — |
| — | | — | | — | | — | | — | | — | | — | | — | | — |
(a) AmountsOur systems are decentralized, which presents various risks, including the risk that we may be slower or less able to identify or react to problems affecting a business function than we would be in this column includea more centralized environment. In addition, “company-wide” business initiatives, such as the aggregate grant date fair value computedintegration of information technology systems, carry a higher risk of failure. Depending on the nature of the initiative, such failure could result in accordanceloss of revenues, product development delays, compromise, corruption or loss of confidential, proprietary or sensitive information (including personal information or technical business information), remediation costs, indemnity obligations and other potential liabilities, regulatory or government action, breach of contract claims, contract termination, class action or individual lawsuits from affected parties, negative media attention, reputational damage, and loss of confidence from our government clients. Any of the foregoing could materially adversely affect our business, financial condition or results of operations, and our insurance and other risk mitigation mechanisms may not be sufficient to recover the costs.
We continue to update and replace many of our systems and network infrastructure to protect our computing environment, to stay current on vendor supported products, to improve the effectiveness of our systems, strengthen cybersecurity requirements and improve the efficiency of our systems. The implementation of new systems and information technology could adversely impact our operations by imposing substantial capital expenditures or difficulties in transitioning to new systems. In addition, our systems implementations may not result in productivity improvements at the levels anticipated. Systems implementation disruption and any other information technology disruption could have a material adverse effect on our business.
Many of the systems and networks that we develop, install and maintain for our customers involve managing and protecting personal information and information relating to national security and other sensitive government functions. If a system or network that we develop, install or maintain were to fail or experience a security breach or service interruption, we may experience loss of revenue, remediation costs or face claims for damages or contract termination. Any such event could prevent us from having access to or being eligible for further work on such systems and networks and cause serious harm to our business and reputation. Our liability insurance may be inadequate to compensate us for all of the damages that we may incur and, as a result, our future results could be adversely affected.
We are subject to certain data privacy regulations, which expose us to certain risks if we do not comply with FASB ASC Topic 718these requirements.
As a U.S. entity operating in multiple European countries, we are also subject to regulatory compliance requirements under the EU GDPR that require our business to comply with security and privacy controls to protect personal data and privacy of EU citizens for target TSR awardstransactions that occur within EU member states. A failure to comply with these requirements could negatively impact our business and RSUs. The assumptions used in calculating these amountsfinancial condition. In addition, similar regulations regarding data protection and privacy rights are incorporated herein by reference to Note 16 to the consolidated financial statementsemerging in the Vectrus Form 10-K forU.S. and have the year ended December 31, 2021. Forpotential to negatively impact our business and financial condition.
As a U.S. government contractor, we are also subject to regulatory compliance requirements under the maximum value of TSR awards, see the table in “Grants of Plan-Based Awards in 2021”.
(b) Amounts in this column represent the aggregate grant date fair value of option grants. No stock option grants were awarded in 2019, 2020DFARS and 2021.
(c) Amounts in this column reflect the AIP awardsother federal regulations that were earned for the applicable performance year.
(d) Vectrus does not have a traditional pension plan; therefore, no values are reported.
(e) Amounts in this column represent items specified in the All Other Compensation table below.
(f) Ms. Lynch joined the Company in August 2019.
(g) Mr. Hathaway’s employmentrequire our IT systems to comply with the Company ended on September 3, 2021.security and privacy controls in National Institute of Standards and Technology Special Publication 800-171 (NIST 800-171). We may also be responsible if our subcontractors do
(h) Mr. Shreves was recognizednot comply with these requirements. A failure to comply with these requirements could negatively impact our business and financial condition.
We may not realize the anticipated benefits and cost savings of the Merger and integrating the two companies may be more difficult, costly or time-consuming than expected.
The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on our ability to successfully combine and integrate our business with Vertex’s. We may not realize the benefits of the Merger, including, among other things: (i) the expectation that combining Vectrus and Vertex would create a larger, stronger company with (a) an enhanced ability to compete for more integrated business opportunities, (b) a more diversified revenue base across geographies, clients and contract types in supporting missions for the DoD and other government agencies, and (c) a combined contract portfolio that will be more balanced across the government agencies served or (ii) the expectation that Vectrus will be able to use free cash flow to reduce its indebtedness.
The Merger involves the integration of Vertex’s business with our legacy business, which is a complex, costly and time-consuming process. Furthermore, Vertex’s current process of integrating its Defense Training and Mission Critical Services business, which still relies on certain operating and support services from Raytheon Company, could further increase the complexity and costs of integrating Vertex’s businesses following the Merger. It is possible that the integration process could result in material challenges, including, without limitation:
• the diversion of management’s attention from ongoing business concerns and performance shortfalls at one or both of the companies as a named executive officer in 2021.
All Other Compensation Table
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| Name | | Year | | Perquisites (a) ($) | | Tax Reimbursements (b) ($) | | Excess Savings Plan Contributions (c) ($) | | 401(k) Matching Contributions (d) ($) | | Other (e) ($) | | Total All Other Compensation ($) |
| Charles L. Prow | | 2021 | | — | | — | | 18,985 | | 10,838 | | 4,021 | | 33,844 |
| Susan D. Lynch | | 2021 | | — | | — | | 5,938 | | 8,617 | | 2,838 | | 17,393 |
| Susan L. Deagle | | 2021 | | — | | — | | 4,708 | | 10,150 | | 911 | | 15,769 |
| David A. Hathaway | | 2021 | | — | | — | | 315 | | 6,975 | | 1,274 | | 8,564 |
| Kevin T. Boyle | | 2021 | | — | | — | | 4,007 | | 8,564 | | 866 | | 13,437 |
| Kenneth W. Shreves | | 2021 | | — | | — | | 1,617 | | 10,419 | | 1,332 | | 13,368 |
(a) The amounts in this column represent perquisite payments. No payments made to NEOs in 2021.
(b) The amounts in this column represent tax reimbursement payments. No payments made to NEOs in 2021.
(c) Contributionsresult of the devotion of management’s attention to the Merger;
• managing a larger combined company;
• the creation of a new executive management team;
• maintaining employee morale and retaining key management and other employees;
• the possibility of faulty assumptions underlying expectations regarding the integration process;
• retaining existing business and operational relationships and attracting new business and operational relationships;
• consolidating corporate and administrative infrastructures and eliminating duplicative operations and inconsistencies in standards, controls, procedures and policies;
• integrating the companies’ financial reporting and internal control systems, including the Company’s compliance with Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and the rules promulgated thereunder by the SEC;
• coordinating geographically separate organizations;
• maintaining and protecting the competitive advantages of each of Vectrus Systems Corporation Excess Savings Plan are unfunded and earnings are creditedVertex, including the trade secrets, know-how and intellectual property related to its processes;
• unanticipated issues in integrating information technology, communications and other systems; and
• unforeseen expenses or delays associated with the Merger.
Many of these factors will be outside of the Company’s control, and any one of them could result in delays, increased costs, decreases in revenues and diversion of management’s time and energy, which could materially affect the Company’s financial position, results of operations and cash flows.
If we experience difficulties with the integration process, the anticipated benefits of the Merger may not be realized fully or at all, or may take longer to realize than expected. These integration matters could have an adverse effect on us for an undetermined period after completion of the same rate asMerger. In addition, the Stable Value Fund availableactual cost savings of the Merger could be less than anticipated.
Our future results may be adversely impacted if the Company does not effectively manage its expanded operations.
Following the completion of the Merger, the size of the Company’s business is significantly larger than the previous size of either Vectrus’ or Vertex’s respective businesses. Our ability to participantssuccessfully manage this expanded business will depend, in part, upon management’s ability to design and implement strategic initiatives that address not only the integration of two discrete companies, but also the increased scale and scope of the combined business with its associated costs and complexity. There can be no assurances that we will be successful or that we will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the Merger.
We may pursue acquisitions and other investments that involve numerous risks and uncertainties.
We have and may in the Vectrus 401(k) Plan.
(d) Amounts represent matching contributions during 2021 in the Vectrus 401(k) Plan, as follows: Mr. Prow (Company match $10,838, met IRS limit on employee deferral); Ms. Lynch (Company match $8,617, did not meet IRS limit on employee deferral); Ms. Deagle (Company match $10,150, met IRS limit on employee deferral); Mr. Hathaway (Company match $6,975, did not meet IRS limit on employee deferral); Mr. Boyle (Company match $8,564, did not meet IRS limit on employee deferral);future selectively pursue strategic acquisitions and Mr. Shreves (Company match $10,419, met IRS limit on employee deferral).
(e) Amounts represent taxable group term life insurance premiums paidother investments. These transactions require significant investment of time and resources and may disrupt our business and distract our management from other responsibilities. Even if successful, these transactions could affect our operating results for each NEO.
CEO PAY RATIO
In accordance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to calculate and report an estimate of the ratio of the total compensation of our CEO to the total compensation of our median employee. The intended purpose of the disclosure is to provide a reasonable measure of the relationship of pay between the CEO and the median paid employee. His compensation is discussed in detail in “Individual Executive Positions - 2021 Compensation Information” earlier in this Form 10-K/A. The Company believes its compensation philosophy and process represent a responsible approach toward CEO pay. The required disclosure is presented as follows:
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Median Employee Total Annual Compensation: | $71,251 |
CEO Total Annual Compensation: | $4,083,541 |
Ratio of CEO Pay to Median Employee Compensation: | 57.3 to 1.0 |
In determining the median employee, the Company prepared a listing of all employees as of October 31, 2021. This includes U.S. and non-U.S. employees who were full-time, part-time or temporary employees and those on an approved leave of absence. Approximately 6,100 subcontract employees were excluded from the analysis because their compensation is determined by unaffiliated third parties. The data examined were W-2 wages or foreign equivalent compensation paid from November 1, 2020 through October 31, 2021. The median was calculated directly from the arrayed data using taxable wages as the chosen consistently applied compensation measure (CACM). Once the median employee was determined, annual total compensation was calculated for that individual using the Summary Compensation Table rules for both the CEO and the median employee. As of October 31, 2021, the Company employed approximately 8,100 persons, excluding the CEO.
GRANTS OF PLAN-BASED AWARDS IN 2021
The following table summarizes awards made to our NEOs during the year ended December 31, 2021. Grants made to NEOs during 2021 were made under the 2014 Plan. The table includes the grant date for equity-based awards, the estimated future payouts under non-equity incentive plan awards (which consist of potential payouts for 2021 under the AIP), and estimated future payouts under the long-term incentive awards, which consist of potential payouts related to the TSR awards granted in 2021 for the 2021 - 2023 performance period. The table also provides the number of shares underlying all other stock awards, which consistreasons, including the amortization of RSU awards, andintangible assets, impairment charges, acquired operations that are not yet profitable or the grant date fair valuepayment of each equity award computedadditional consideration under FASB ASC Topic 718.earn-out arrangements if an acquisition performs better than expected. If we engage in such
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| Name | | Grant Date | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | | All Other Option Awards: Number of Securities Underlying Options (#) (4) | | Exercise or Base Price of Option Awards ($/Sh) (4) | | Grant Date Fair Value of Stock and Option Awards ($) (5) |
| | Threshold ($) | Target ($) | Maximum ($) | | Threshold ($) | Target ($) | Maximum ($) | | | | |
| Charles L. Prow | | | | 422,950 | 845,900 | 1,691,800 | | | | | | | | | | | | |
| 1/1/2021 | | | | | | 525,000 | 1,050,000 | 2,100,000 | | | | | | | | |
| 3/4/2021 | | | | | | | | | | 18,016 | | | | | | 1,049,972 |
| Susan D. Lynch | | | | 154,350 | 308,700 | 617,400 | | | | | | | | | | | | |
| 1/1/2021 | | | | | | 112,500 | 225,000 | 450,000 | | | | | | | | |
| 3/4/2021 | | | | | | | | | | 3,861 | | | | | | 225,019 |
| Susan L. Deagle | | | | 133,250 | 266,500 | 533,000 | | | | | | | | | | | | |
| 1/1/2021 | | | | | | 97,500 | 195,000 | 390,000 | | | | | | | | |
| 3/4/2021 | | | | | | | | | | 3,346 | | | | | | 195,005 |
| David A. Hathaway | | | | 133,250 | 266,500 | 533,000 | | | | | | | | | | | | |
| 1/1/2021 | | | | | | 97,500 | 195,000 | 390,000 | | | | | | | | |
| 3/4/2021 | | | | | | | | | | 3,346 | | | | | | 195,005 |
| Kevin T. Boyle | | | | 108,625 | 217,250 | 434,500 | | | | | | | | | | | | |
| 1/1/2021 | | | | | | 81,250 | 162,500 | 325,000 | | | | | | | | |
| 3/4/2021 | | | | | | | | | | 2,788 | | | | | | 162,485 |
| Kenneth W. Shreves | | | | 120,000 | 240,000 | 480,000 | | | | | | | | | | | | |
| 1/1/2021 | | | | | | 62,500 | 125,000 | 250,000 | | | | | | | | |
| 3/4/2021 | | | | | | | | | | 2,145 | | | | | | 125,011 |
(1) Amounts reflectWe use estimates in accounting for many of our programs, and changes in our estimates could adversely affect our future financial results.
Revenue from our contracts is recognized primarily using the threshold, target,input method (e.g., costs incurred to date relative to total estimated costs at completion) to measure progress towards completion. This methodology requires estimates of total contract revenue, total costs at completion, and maximum payment levels for commensurate performance underfees earned on the AIP described above in “Compensation Discussion and Analysis - Compensation Program Objectives” if certain performance metrics are met. These potential paymentscontract. Contract estimates are based on achievementvarious assumptions to project the outcome of specific performance metricsfuture events. These assumptions include labor productivity and individual goals and are completely at risk. The target award is computed based uponavailability; the applicable range of net estimated payments denominated in dollars where the target award is equal to 100%complexity of the award potential,work to be performed; the threshold is equal to 50%cost and availability of targetmaterials; and the maximum is equalperformance of subcontractors. This estimation process, particularly due to 200% of target. The approved AIP formula for 2021 was based on performance measures and totals that would pay 100% of target for 100% achievementthe nature of the approved goals. Actual AIP awards for 2021services being performed, is complex and involves significant judgment. Adjustments to original estimates are shownoften required as work progresses, experience is gained, and additional information becomes known, even though the scope of the work required under the contract may not change. Any adjustment as a result of a change in estimates is recognized as additional information becomes known. Changes in the Summary Compensation Table.underlying assumptions, circumstances or estimates could result in adjustments that may adversely affect our future financial results.
(2) Amounts reflectWe depend on our teaming arrangements and relationships with other contractors. If we are not able to maintain these relationships, or if these parties fail to satisfy their obligations to us or the threshold, target,customer, our revenue, profitability and maximum payment levels, respectively,growth prospects could be adversely affected.
We rely on our teaming relationships and other arrangements with other prime contractors or subcontractors in order to submit bids for large procurements or other opportunities where we believe the combination of services provided by us and the other companies will help us to win and perform the contract. Our future revenue and growth prospects could be adversely affected if other contractors eliminate or reduce their contract relationships with us, or if the U.S. government terminates or reduces these other contractors' programs, does not award them new contracts or refuses to pay under a contract.
We may be required to contribute additional funds to meet any present or future underfunded benefit obligations associated with multiemployer pension plans in which are denominated in dollars, ifwe participate.
A multiemployer pension plan is typically established under a collective bargaining agreement with a union to represent workers of various unrelated companies. Certain collective bargaining agreements require us to contribute to their various multiemployer pension plans. For the year ended December 31, 2022, we contributed $6.3 million to multiemployer pension plans. Under the Employee Retirement Income Security Act (ERISA), an award payout is achieved underemployer who contributes to a multiemployer pension plan, absent an applicable exemption or other mitigating circumstance, may also be liable, upon termination or withdrawal from the Company’s 2021 TSR awards. The 2021 TSRplan, for its proportionate share of the multiemployer pension plan’s unfunded vested benefit. If we terminate or withdraw from a multiemployer plan, absent an applicable exemption or other mitigating circumstance, we could be required to contribute a significant amount of cash to fund the multiemployer plan’s unfunded vested benefit, which could materially and adversely affect our financial results.
Legal disputes could require us to pay potentially large damage awards and could be costly to defend, which would adversely affect our cash balances and profitability, and could damage our reputation.
We are subject to a three-year performance period from January 1, 2021 to December 31, 2023. The potential payments are based on achievement of specific approved performance as further described above in “Compensation Discussion and Analysis - Long-Term Incentive Program - Relative Total Shareholder Return (TSR) Award Component.” TSR awards are completely at-risk compensation and payments, if any, are made in cash after the end of the performance period. The target amount shown is the grant date fair value.
(3) Amounts reflect the number of RSUs granted in 2021 to the NEOs. RSUs granted to NEOs vest in one-third annual installments on the first, secondlawsuits and third anniversaries of the grant date. The number of shares underlying the RSU awards granted on March 4, 2021 were determined based on $58.28, the closing price of Vectrus common stock on March 4, 2021. During the restriction period, holders of RSUs do not have voting rights.
(4) Stock options were not granted in 2021.
(5) Amountsclaims as described under Part I, Item 3, "Legal Proceedings," in this column representAnnual Report on Form 10-K. We are also subject to, and may become a party to, a variety of other litigation or claims and suits that arise from time to time in the aggregate grant date fair value computedordinary course of our business. Adverse judgments or settlements in accordancesome or all of these legal disputes may result in significant monetary damages or injunctive relief against us. Any claims or litigation could be costly to defend, and even if we are successful or if fully indemnified or insured, such claims or litigation could damage our reputation and make it more difficult to compete effectively or obtain adequate insurance in the future. In addition, any securities litigation that we could encounter as a publicly traded company could be costly, divert management’s attention and resources from our business and could require us to make substantial payments to settle those proceedings or satisfy any judgments that may be reached against us. Litigation and other claims are subject to inherent uncertainties and management’s view of these matters may change in the future.
Our insurance may be insufficient to protect us from claims or losses.
We maintain insurance coverage with FASB ASC Topic 718third-party insurers as part of our overall risk management strategy and because some of our contracts require us to maintain specific insurance coverage limits. However, not every risk or liability is or can be protected by insurance, and, for equity awards grantedthose risks we insure, the limits of coverage we purchase or that are reasonably obtainable in the market may not be sufficient to the NEOs in 2021.
SPECIAL COMPENSATION ARRANGEMENTS
Charles L. Prow Employmentexposure and Other Matters
On November 30, 2016, Vectrusour operational expenses would increase, and Charles L. Prow entered into an employment letter (the Prow Employment Letter) setting forth the termsmanagement of our business operations would be disrupted. Our insurance may be insufficient to protect us from significant warranty and conditions of his employment as Presidentother liability claims or losses. Moreover, there is a risk that commercially available liability insurance will not continue to be available to us at a reasonable cost, if at all. If liability claims or losses exceed our current or available insurance coverage, our business and Chief Executive Officerprospects may be harmed. We are also subject to the requirements of the Company. The material termsDefense Base Act (DBA), which generally requires insurance coverage to be provided to persons employed at U.S. military bases outside of the Prow Employment LetterU.S. Failure to obtain DBA insurance may result in fines or other sanctions, including the loss of a particular contract.
There is a rapidly evolving awareness and focus from stakeholders with respect to environmental, social and governance practices, which could affect our business.
Stakeholder expectations with respect to environmental, social and governance matters have been rapidly evolving and increasing. We risk damage to our reputation if we do not act responsibly in key areas including diversity and inclusion, environmental stewardship, support for local communities and corporate governance. A failure to maintain appropriate environmental, social, governance practices may result in loss of business, and an inability to attract and retain customers and talented personnel, and which could have a negative impact on our business, results of operations and financial condition, and potentially on the price of our common stock and cost of capital.
RISKS RELATED TO GOVERNMENTAL REGULATIONS AND LAWS
Environmental, health and safety issues could have a material adverse effect on our business, financial position or results of operations.
We are set forth below.subject to federal, state, local, and foreign environmental, health and safety laws and regulations, including those governing: air emissions; discharges to water; the management, storage, transportation and disposal of hazardous wastes, petroleum, and other regulated substances; the investigation and cleanup of contaminated property; and the maintenance of a safe and healthy workplace for our employees, contractors, and visitors. These laws and their implementing regulations can impose certain operational controls for minimization of pollution, permitting, training, recordkeeping, monitoring and reporting requirements or other operational or siting constraints on our business, result in costs to remediate releases of regulated substances into the environment, result in facility shutdowns to address violations, or require costs to remediate sites to which we sent regulated substances for disposal. Violations of these laws and regulations can cause significant delays and add additional costs to a project. We have incurred and will continue to incur operating, maintenance and other expenditures as a result of environmental, health and safety laws and regulations.
Any new developments such as the adoption of new environmental, health and safety laws and regulations could result in material costs and liabilities that we currently do not anticipate and could increase our expenditures and also materially adversely affect our business, financial position or results of operations.
As a U.S. government contractor, we are subject to a number of procurement laws and regulations and could be adversely affected by changes in regulations or our failure to comply with these regulations.
We operate in a highly regulated environment and must comply with many significant procurement regulations and other requirements. These regulations and requirements, although customary in government contracts, increase our performance and compliance costs. If any such regulations or procurement requirements change, our costs of complying with them could increase and therefore reduce our margins. Some significant statutes and regulations that affect us include:
1.•CompensationThe FAR and Benefits.department or agency-specific regulations that implement or supplement the FAR, such as the DoD’s DFARS, which regulate the formation, administration and performance of U.S. government contracts;
a.•Annual Base Salary. Mr. Prow’s initial base salary was $600,000.The Truth in Negotiations Act, which requires certification and disclosure of cost and pricing data in connection with certain contract negotiations;
b.•2017 Target Annual Incentive. Mr. Prow is eligibleThe Procurement Integrity Act, which regulates access to participate in the Company’s Annual Incentive Plan with a target award of 100% of his annual base salary, starting in 2017.competitor bid and proposal information and government source selection information, and our ability to provide compensation to certain former government officials;
c.•Long-Term IncentivesThe Civil False Claims Act, which provides for substantial civil penalties, including claims for treble damages, for violations, including for submission of a false or fraudulent claim to the U.S. government for payment or approval;
•. Mr. Prow is eligible for annual long-term incentive awards with an aggregate long-term incentive target for 2017The CTIP Act, which ensures that government contractors and others are fully trained to combat human trafficking pursuant to the National Security Presidential Directive 22; and
•The U.S. Government Cost Accounting Standards (CAS), which impose accounting requirements that govern our right to reimbursement under certain cost-based U.S. government contracts.
If we are found to have violated any of $900,000 under the Company’s Long-Term Incentive Program,these or other laws or regulations, or are found not to have acted responsibly as defined by them, we may be subject to approval by the Compensation Committee. It was anticipated that fifty percent (50%) of his 2017 long-term incentive award would be in the form of a cash incentive opportunity tied to relative total shareholder return; thirty percent (30%) would be in the form of time-vesting RSUs; and twenty percent (20%) would be in the form of time-vesting non-qualified stock options. In addition, as a one-time incentive, on December 8, 2016, he received a special RSU grant valued at $600,000 with annual vesting over three years.
d.Other Benefit Programs. Mr. Prow is eligible to participate in the Company’s compensation and benefit plans, policies and arrangements that are applicable to other executives, including the Company’s Senior Executive Severance Pay Plan and Special Senior Executive Severance Pay Plan. Mr. Prow is an at-will employee.
Susan L. Deagle Employment Letter
On March 13, 2017, Vectrus and Ms. Deagle entered into an employment letter (the Deagle Employment Letter) setting forth the terms and conditions of her employment as Senior Vice President and Chief Growth Officerreductions of the Company. Ms. Deagle joinedvalue of contracts; contract modifications or terminations; the Companyassessment of penalties and fines, compensatory damages or treble damages; or suspension or debarment from government contracting or subcontracting, any of which could have a material adverse effect on May 1, 2017. The material termsour financial position, results of the Deagle Employment Letter are set forth below.
1.Compensation and Benefits.
a.Annual Base Salary. Ms. Deagle’s initial base salary was $300,019.
b.Cash Sign-on Payment. Ms. Deagle received aoperations, or cash sign-on payment (for equity that she forfeited at her then-current employer) of $75,000, subject to repayment (net of taxes) if Ms. Deagle voluntarily terminated her employment within one year of her start date.
c.2017 Target Annual Incentive. Ms. Deagle is eligible to participate in the Company’s Annual Incentive Plan. She was eligible for a target award of 50% of her annual base salary in 2017, and the award was prorated based on the number of months worked in 2017.
d.Long-Term Incentives. Ms. Deagle is eligible to participate in the Company’s Long-Term Incentive Program, subject to approval of her awards by the Compensation Committee. For 2017, she was recommended for a total target award of $250,000, comprised of 50% in the form of a cash target related to relative total shareholder return (subject to a three-year performance period beginning January 1, 2017 through December 31, 2019), 20% in non-qualified stock options and 30% in RSUs. The options and RSUs will vest in one-third installments on the first, second and third anniversaries of the grant date.
e.Other Benefit Programs. Ms. Deagle is eligible to participate in the Company’s benefit plans that are applicable to other employees.
David A. Hathaway Employment Letter and Other Matters
On September 4, 2017, Vectrus and Mr. Hathaway (currently our Senior Vice President, Programs) entered into an employment letter (the Hathaway Employment Letter) setting forth the terms and conditions of his employment as Senior Vice President, Information Technology & Network Communications Services of the Company. Mr. Hathaway joined the Company on October 10, 2017. The material terms of the Hathaway Employment Letter are set forth below.
1.Compensation and Benefits.
a.Annual Base Salary. Mr. Hathaway’s initial base salary was $365,019.
b.Cash Sign-on Payment. Mr. Hathaway was eligible for and paid a cash sign-on payment of $130,000 as recognition of the annual bonus forfeited from his previous employer, subject to repayment (net of taxes) if Mr. Hathaway voluntarily terminated his employment within one year of his start date.flows.
c.Restricted Stock Units. Mr. Hathaway receivedOur business is subject to audits, reviews, cost adjustments, and investigations by the U.S. government, which, if resolved unfavorably to us, could adversely affect our profitability, cash position or growth prospects.
U.S. government agencies, including the DCAA, the DCMA and others, routinely audit and review our performance on government contracts, indirect rates and pricing practices, and compliance with applicable contracting and procurement laws, regulations and standards. They also review the adequacy of our compliance with government standards for our business systems, including our accounting, purchasing, government property, estimating, and related business systems.
Recently, these audits and reviews have become more rigorous and the standards to which we are held are being more strictly interpreted and applied, increasing the likelihood of an awardaudit or review resulting in an adverse outcome. Although customary in government contracts, these audits and reviews increase our performance and compliance costs.
Government audits or other reviews could result in adjustments to contract costs, the disallowance of RSUs valued at $60,000,or adjustment to costs allocated to certain contracts, mandatory customer refunds, or decreased billings to our U.S. government customers until the deficiencies identified in the audits or reviews are corrected and our corrections are accepted by DCMA. Such adjustments could be applied retroactively, which was intendedcould result in significant customer refunds. A determination of non-compliance with applicable contracting and procurement laws, regulations and standards could result in the U.S. government imposing penalties and sanctions against us, including withholding of payments, suspension of payments and increased government scrutiny that could delay or adversely affect our ability to replace equity at his then-current employer, which was scheduled to vestinvoice and receive timely payment on contracts, perform contracts or compete for contracts. Non-compliance by us could result in 2018. The RSUs were granted five business days following his date of hire and will vest in one-third annual installmentsour being placed on the first, second“Excluded Parties List” maintained by the General Services Administration, and third anniversarieswe could become ineligible to receive certain contracts, subcontracts and other benefits from the U.S. government or to perform work under a government contract or subcontract until the basis for the listing has been appropriately addressed, which would materially adversely affect our ability to do business.
In addition, if a review or investigation identifies improper or illegal activities, we may be subject to civil or criminal penalties or administrative sanctions, including the termination of contracts, forfeiture of profits, the triggering of price reduction clauses, suspension of payments, fines and suspension or debarment from doing business with governmental agencies. Civil penalties and sanctions are not uncommon in our industry. If we incur a material penalty or administrative sanction, our reputation, business, results of operations, and future business could be adversely affected.
The DoD continues to modify its business practices, which could have a material effect on its overall procurement processes and adversely impact our current programs and potential new awards.
The DoD continues to pursue various initiatives designed to gain efficiencies and to focus and enhance business practices. These initiatives and resulting changes, such as increased usage of firm-fixed-price contracts, where we bear the risk that increased or unexpected costs may reduce our profit or cause us to sustain losses, multiple award IDIQ contracts and small and disadvantaged business set-aside contracts, have an impact on the contracting environment in which we do business. Any of these changes could impact our ability to obtain new contracts or renew our existing contracts when those contracts are recompeted. These initiatives, such as IDIQ contracts, continue to evolve, and the full impact to our business remains uncertain and subject to the way the DoD implements them. As a result of these initiatives, our profit margins on future contracts may be reduced and may require us to make sustained efforts to reduce costs in order to realize revenue and profits under our contracts. If we are not successful in reducing the amount of costs we incur, our profitability on our contracts will be negatively impacted. Any new contracting requirements or procurement methods could be costly or administratively difficult for us to implement and could adversely affect our future revenue, profitability and prospects.
Our business depends upon obtaining and maintaining required facility security clearance and individual security clearances.
Many of our federal government contracts require our employees to maintain various levels of security clearances complying with U.S. government requirements. Obtaining and maintaining security clearances for employees involves a lengthy process and it can be difficult to identify, recruit and retain employees who already hold security clearances. If our employees are unable to obtain or retain security clearances or if our employees who hold security clearances terminate employment with us, our ability to perform the work under the contract may be negatively affected, and the customer whose work requires cleared employees could terminate the contract or decide not to renew it upon its expiration. In addition, many of the grant date.
d.2017 Target Annual Incentive. Mr. Hathaway is eligiblecontracts on which we bid require us to participate inmaintain a facility security clearance. To the Company’s Annual Incentive Plan. He was eligible forextent we are not able to maintain a target award of 55% of his annual base salary for 2017 and the award was prorated based on the number of months worked in 2017.
e.Additional Cash Payment. Mr. Hathaway received a lump sum payment of $50,000 structured over a two-year period. $25,000 was paid within one month of his date of hire and the remaining $25,000 was paidfacility security clearance, we may not be able to bid on or about his one year anniversary with the Company. The payment waswin new contracts, or effectively re-bid on expiring contracts.
Our business may be negatively impacted if we are unable to adequately protect our intellectual property rights.
Our success is dependent, in part, on our ability to utilize technology to differentiate our services from our competitors. We rely on a combination of patents, confidentiality agreements and other contractual arrangements, as well as copyright, trademark, patent and trade secret laws, to protect our intellectual property rights and interests. However, these methods only provide a limited amount of protection and may not adequately protect our intellectual property rights and interests. Our employees, contractors and joint venture partners are subject to repayment (netconfidentiality obligations, but this protection may be inadequate to deter or prevent misappropriation of taxes) if Mr. Hathaway voluntarily terminated his employment within one yearour confidential information and/or infringement of his start date.
f.Long-Term Incentives. Mr. Hathaway is eligible to participate in the Company’s Long-Term Incentive Program, subject to approval of his awards by the Compensation Committee. For 2017, he was recommended for a total target award of $250,000, comprised of 50% in the form of a cash target related to relative total shareholder return (subject to a three-year performance period beginning January 1, 2017 through December 31, 2019), 20% in non-qualified stock options and 30% in RSUs. The options and RSUs will vest in one-third installments on the first, second and third anniversaries of the grant date.
g.Benefit Programs. Mr. Hathaway is eligible to participate in the Company’s benefit plans that are applicable to other employees.
Kevin T. Boyle Employment Letter and Other Matters
On October 3, 2018, Vectrus and Mr. Boyle entered into an employment letter (the Boyle Employment Letter) setting forth the terms and conditions of his employment as Senior Vice President, Chief Legal Officer and General Counsel of the Company. Mr. Boyle joined the Company on October 15, 2018. The material terms of the Boyle Employment Letter are set forth below.
1.Compensation and Benefits.
a.Annual Base Salary. Mr. Boyle’s initial base salary was $365,019.
b.2018 Target Annual Incentive. Mr. Boyle is eligible to participate in the Company’s Annual Incentive Plan. He was eligible for a target award of 55% of his annual base salary for 2018 and the award was prorated based on the number of months worked in 2018.
c.Long-Term Incentives. Mr. Boyle is eligible to participate in the Company’s Long-Term Incentive Program, subject to approval of his awards by the Compensation Committee. For 2018, he was recommended for a total target award of $250,000, comprised of 50% in the form of a cash target based on the Company’s relative total shareholder return performance (subject to a three-year performance period beginning January 1, 2018 through December 31, 2020) and 50% in the form of restricted stock units that will vest in one third-installments on the first, second and third anniversaries of the grant date.
d.Benefit Programs. Mr. Boyle is eligible to participate in the Company’s benefit plans that are applicable to other employees.
Susan D. Lynch Employment Letter and Other Matters
On July 7, 2019, Vectrus and Ms. Lynch entered into an employment letter (the Lynch Employment Letter) setting forth the terms and conditions of her employment. Ms. Lynch was appointed Senior Vice President and Chief Financial Officer of the Company effective August 8, 2019. The material terms of the Lynch Employment Letter are set forth below.
1.Compensation and Benefits.
a.Annual Base Salary. Ms. Lynch’s initial base salary was $430,019.
b.2019 Target Annual Incentive. Ms. Lynch is eligible to participate in the Company’s Annual Incentive Plan. She was eligible for a target award of 65% of her annual base salary for 2019 and the award was prorated based on the number of months worked in 2019.
c.Long-Term Incentives. Ms. Lynch is eligible to participate in the Company’s Long-Term Incentive Program, subject to approval of her awards by the Compensation Committee. For 2019, she was recommended for a total target award of $450,000, comprised of 50% in the form of a cash target based on the Company’s relative total shareholder return performance (subject to a three-year performance period beginning January 1, 2019 through December 31, 2021) and 50% in the form of restricted stock units that will vest in one third-installments on the first, second and third anniversaries of the grant date.our intellectual property
d.Benefit Programs. Ms. Lynch is eligiblerights. Further, we may be unable to participatedetect unauthorized use of our intellectual property or otherwise take appropriate steps to enforce our rights. Failure to adequately protect, maintain or enforce our intellectual property rights may adversely limit our competitive position.
We cannot provide assurances that others will not independently develop technology substantially similar to our protected technology or that we can successfully preserve our intellectual property rights in the Company’s benefit plansfuture. Our intellectual property rights could be invalidated, circumvented, challenged, misappropriated or infringed upon. Any infringement, misappropriation or related claims, whether meritorious or not, are time consuming, divert technical and management personnel, are expensive to resolve, and the outcome is unpredictable. As a result of any such dispute, we may have to develop non-infringing technology, pay damages, enter into royalty or licensing agreements, cease utilizing certain products or services or take other actions to resolve the claims. These actions, if required, may be costly or unavailable on terms acceptable to us. If we are unable to prevail in the litigation or retain or obtain sufficient rights or develop non-infringing intellectual property or otherwise alter our business practices on a timely or cost-efficient basis, our business and operating results may be adversely affected.
In addition, our clients or other third parties may also provide us with their technology and intellectual property. There is a risk that we may not sufficiently protect our or their information from improper use or dissemination and, as a result, could be subject to claims and litigation and resulting liabilities, loss of contracts or other consequences that could have an adverse impact on our business, financial condition and results of operation.
We also hold licenses from third parties which may be utilized in our business operations. If we are applicableno longer able to license such technology on commercially reasonable terms or otherwise, our business and financial performance could be adversely affected.
Government withholding regulations could adversely affect our operating performance.
A DFARS rule allows withholding of a percentage of payments when a contractor’s business system has one or more significant deficiencies. The DFARS rule applies to CAS-covered contracts that have the DFARS clause in the contract terms and conditions. Contracting officers may withhold 5% of contract payments for one or more significant deficiencies in any single contractor business system or up to 10% of contract payments for significant deficiencies in multiple contractor business systems. A significant deficiency as defined by the DoD is a “shortcoming in the system that materially affects the ability of officials of the DoD to rely upon information produced by the system that is needed for management purposes.” If we have significant deficiencies and contract payments are withheld, our revenue and financial position may be adversely affected.
RISKS RELATED TO OUR INDEBTEDNESS, FINANCIAL CONDITION AND MARKETS
In connection with the Merger, we assumed significantly more indebtedness than V2X's prior indebtedness. Our level of indebtedness and our ability to make payments on or service our indebtedness could adversely affect our business, financial condition, results of operations, cash flow and liquidity.
As of December 31, 2022, we had approximately $1,336.8 million of aggregate debt outstanding, which consists of the First Lien Term Facility, the Second Lien Term Facility and the ABL Facility (See Note 10, Debt, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K). In connection with the Merger, we incurred significant additional indebtedness, including under the First Lien Term Facility and the Second Lien Term Facility and the ABL Facility (each as defined in Note 10, Debt, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K), which could adversely affect our business operations, cash flows and liquidity, including by decreasing our business flexibility and increasing our interest expense.
The amount of cash required to pay interest on our increased indebtedness levels following completion of the Merger, and thus the demands on our cash resources, is expected to be greater than the amount of cash flows required to service our indebtedness prior to the Merger. The increased levels of indebtedness following completion of the Merger could also reduce funds available for working capital, capital expenditures, acquisitions, the repayment or refinancing of our indebtedness as it becomes due and other general corporate purposes and may create competitive disadvantages for us relative to other employees.companies with lower debt levels. If we do not achieve the expected benefits and cost savings from the Merger, or if our financial performance does not meet current expectations, then our ability to service our indebtedness may be adversely impacted.
Kenneth W. Shreves Employment Letter and Other Matters
On October 1, 2017, Vectrus and Mr. Shreves entered into an employment letter (the Shreves Employment Letter) setting forthIf we are not able to repay or refinance our debt as it becomes due, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional debt or equity on terms that may be onerous or highly dilutive, if we can obtain it at all. If we raise equity through the terms and conditionsissuance of his employment as Vice President, Business Development for Facilities ofpreferred stock, the Company. Mr. Shreves joined the Company on October 23, 2017. The material terms of the Shreves Employment Letter are set forth below.
1.Compensationpreferred stock may give the holders rights, preferences and Benefits.
a.Annual Base Salary. Mr. Shreves initial base salary was $250,016.
b.2017 Target Annual Incentive. Mr. Shreves is eligibleprivileges senior to participatethose of holders of our common stock, particularly in the Company’s Annual Incentive Plan. He was eligibleevent of liquidation. Our ability to arrange additional financing or refinancing will depend on, among other factors, our financial position and performance, as well as prevailing market conditions and other factors beyond our control. We cannot assure you that we will be able to obtain additional financing or refinancing on terms acceptable to us or at all.
The secured credit facilities include fallback language providing for a target award of 40% of his annual base salary in 2017, and the award was prorated based on the number of months worked in 2017.
c.Long-Term Incentives. Mr. Shreves is eligiblemechanism to participate in the Company’s Long-Term Incentive Program, subject to approval of his awards by the Compensation Committee. For 2018, he was recommended for a total target award of $145,000, comprised of 50% in the form of a cash target related to relative total shareholder return (subjectconvert to a three-year performance period beginning January 1, 2018 through December 31, 2020) and 50% in RSUs. The RSUs will vest in one-third installments onnew reference when the first, second and third anniversaries ofLondon Interbank Offered Rate (LIBOR) ceases to exist. In certain circumstances, such transition may also occur at the grant date.
d.Other Benefit Programs. Mr. Shreves is eligible to participate in the Company’s benefit plans that are applicable to other employees.
OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR END
The following table sets forth summary information regarding the outstanding equity awards held by our NEOs at December 31, 2021.
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| | | | Option Awards | | Stock Awards |
| Name | | Grant Date | | Number of Securities Underlying Unexercised Options Exercisable (#) | | Number of Securities Underlying Unexercised Options Unexercisable (#) (1) | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#) (1) | | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) |
| Charles L. Prow | | 3/3/2017 | | 21,898 | | — | | 21.98 | | 3/3/2027 | | — | | — |
| 3/4/2019 | | — | | — | | — | | — | | 9,613 | | 439,987 |
| 3/5/2020 | | — | | — | | — | | — | | 11,938 | | 546,402 |
| 3/4/2021 | | — | | — | | — | | — | | 18,016 | | 824,592 |
| Susan D. Lynch | | 8/8/2019 | | — | | — | | — | | — | | 1,725 | | 78,953 |
| 3/5/2020 | | — | | — | | — | | — | | 2,827 | | 129,392 |
| 3/4/2021 | | — | | — | | — | | — | | 3,861 | | 176,718 |
| Susan L. Deagle | | 5/8/2017 | | 5,618 | | — | | 26.05 | | 5/8/2027 | | — | | — |
| 3/4/2019 | | — | | — | | — | | — | | 1,502 | | 68,747 |
| 3/5/2020 | | — | | — | | — | | — | | 2,199 | | 100,648 |
| 3/4/2021 | | — | | — | | — | | — | | 3,346 | | 153,146 |
| David A. Hathaway (3) | | - | | — | | — | | — | | — | | — | | — |
| - | | — | | — | | — | | — | | — | | — |
| - | | — | | — | | — | | — | | — | | — |
| Kevin T. Boyle | | 3/4/2019 | | — | | — | | — | | — | | 1,502 | | 68,747 |
| 3/5/2020 | | — | | — | | — | | — | | 1,885 | | 86,276 |
| 3/4/2021 | | — | | — | | — | | — | | 2,788 | | 127,607 |
| Kenneth W. Shreves | | 3/4/2019 | | — | | — | | — | | — | | 961 | | 43,985 |
| 3/5/2020 | | — | | — | | — | | — | | 942 | | 43,115 |
| 3/4/2021 | | — | | — | | — | | — | | 2,145 | | 98,177 |
(1) These awards vest in one-third annual installments on the applicable anniversaries of the grant date.
(2) Reflects the Company’s closing stock price of $45.77 per share on December 31, 2021.
(3) Mr. Hathaway’s employment with the Company ended on September 3, 2021.
election of Vertex and the administrative agent under the respective credit facility. This could materially and adversely affect our results of operations, cash flows and liquidity. The methodology for calculating these reference rates differs in a number of respects from the methodology for calculating LIBOR, and they are not expected to be the economic equivalent of LIBOR. As a result of such differences in methodology, among other factors, it is possible that these rates will perform differently from LIBOR in future periods and may be more volatile. Additionally, there can be no assurance that the new reference rates will attain market acceptance as replacements of LIBOR. These interest rates will fluctuate with changing market conditions and, if they increase, our interest expense will also increase. The market transition away from LIBOR to alternative reference rates is complex and could have a range of material adverse effects on our business, financial condition and results of operations.
Our variable rate indebtedness may expose us to interest rate risks, which could cause our debt costs to increase significantly.
Borrowing under the secured credit facilities are at variable rates of interest and will expose us to interest rate risk. As of December 31, 2022, we had approximately $1,336.8 million of aggregate debt outstanding under our secured credit facility. Given the current rising interest rate environment, if interest rates continue to increase, our debt service obligations on our variable rate indebtedness would increase even though the amount borrowed would remain the same, and our ability to generate cash from operations and other cash flows, including cash available for servicing our indebtedness, would correspondingly decrease.
We may in the future enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce future interest rate volatility of our variable rate indebtedness. However, due to risks for hedging gains and losses and cash settlement costs, we may not elect to maintain such interest rate swaps, and any swaps may not fully mitigate our interest rate risk.
RESTRICTED UNIT VESTING SCHEDULE
Generally, RSUs vest onThe agreements that govern the applicable anniversary of the grant date. Except as otherwise noted, RSUs vestindebtedness incurred in one-third annual installments on the first, second and third anniversaries of the grant date.
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| Name | | Grant Date | | Vesting Schedule (#) |
| | 2022 | | 2023 | | 2024 |
| Charles L. Prow | | 3/4/2019 | | 9,613 | | | | |
| 3/5/2020 | | 5,969 | | 5,969 | | |
| 3/4/2021 | | 6,006 | | 6,005 | | 6,005 |
| Susan D. Lynch | | 8/8/2019 | | 1,725 | | | | |
| 3/5/2020 | | 1,414 | | 1,413 | | |
| 3/4/2021 | | 1,287 | | 1,287 | | 1,287 |
| Susan L. Deagle | | 3/4/2019 | | 1,502 | | | | |
| 3/5/2020 | | 1,100 | | 1,099 | | |
| 3/4/2021 | | 1,116 | | 1,115 | | 1,115 |
| David A. Hathaway (1) | | - | | — | | | | |
| - | | — | | — | | |
| - | | — | | — | | — |
| Kevin T. Boyle | | 3/4/2019 | | 1,502 | | | | |
| 3/5/2020 | | 943 | | 942 | | |
| 3/4/2021 | | 930 | | 929 | | 929 |
| Kenneth W. Shreves | | 3/4/2019 | | 961 | | | | |
| 3/5/2020 | | 471 | | 471 | | |
| 3/4/2021 | | 715 | | 715 | | 715 |
(1) Mr. Hathaway’s employmentconnection with the Company endedMerger contain various affirmative and negative covenants that may, subject to certain significant exceptions, restrict our and certain of our subsidiaries’ ability to incur debt and our and certain of our subsidiaries’ ability to merge, dissolve, liquidate or consolidate; make acquisitions, investments, advances or loans; dispose of or transfer assets; pay dividends; redeem or repurchase certain debt; and enter into certain restrictive agreements. Our and our subsidiaries’ ability to comply with these provisions may be affected by events beyond our control. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate our repayment obligations and could result in a default and acceleration under other agreements containing cross-default provisions. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations.
Unanticipated changes in our tax provisions or exposure to additional U.S. and foreign tax liabilities could affect our profitability.
We are subject to various taxes, including but not limited to income, gross receipts and payroll withholding taxes in the U.S. and many foreign jurisdictions. Significant judgment is required in determining our worldwide provision or benefit for taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Furthermore, changes in domestic or foreign tax laws and regulations, or their interpretation and enforcement, could result in higher or lower taxes assessed or changes in the taxability of certain revenue or the deductibility of certain expenses, thereby affecting our tax expense and profitability. See Note 13, Income Taxes, in the Notes to Consolidated Financial Statements included in this Annual Report on September 3, 2021.
OPTION EXERCISES AND STOCK VESTED
The following table summarizeseffects of changes in worldwide economic and capital markets conditions may significantly affect our ability to maintain liquidity or procure capital.
Our business may be adversely affected by factors in the option exercisesU.S. and vestingother countries that are beyond our control, such as disruptions in financial markets or downturns in economic activity in specific countries or regions, or in the various industries in which our company operates; social, political or labor conditions in specific countries or regions; geopolitical conflict or hostilities; or adverse changes in the availability and cost of RSUs for eachcapital, inflation, interest rates, foreign currency exchange rates, tax rates, or regulations in the jurisdictions in which our company operates. If we lose access to our revolving credit facility, or if we are required to raise additional capital, we may be unable to do so in the current credit and stock market environment, or we may be able to do so only on unfavorable terms.
Adverse changes to financial conditions also could jeopardize certain counterparty obligations, including those of our NEOs in 2021.
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| | Option Awards | | Stock Awards |
| Name | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($) (1) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($) (2) |
| Charles L. Prow | | — | | — | | 23,514 | | 1,385,618 |
| Susan D. Lynch | | — | | — | | 3,139 | | 162,536 |
| Susan L. Deagle | | — | | — | | 3,841 | | 226,360 |
| David A. Hathaway | | 4,026 | | 61,000 | | 3,841 | | 226,360 |
| Kevin T. Boyle | | — | | — | | 3,893 | | 215,299 |
| Kenneth W. Shreves | | — | | — | | 4,800 | | 266,988 |
(1) Represents the difference between the market price of a share of Vectrus common stock on the date of exercise,insurers and the exercise price per share, multiplied by the number of shares acquired upon exercise.
(2) The aggregate value realized on the date of vesting of the RSUs is based on the average of highfinancial institutions and low prices of Vectrus common stock on the date of vesting, multiplied by the number of shares acquired upon vesting. The value realized for these NEOs is based on $58.75 per share on the vesting date of March 4, 2021, $59.05 per share on the vesting date of March 5, 2021, $52.89 per share on the vesting date of June 13, 2021, $45.82 per share on the vesting date of August 8, 2021 and $49.29 per share on the vesting date of October 22, 2021 as calculated below.
PENSION BENEFITS
Vectrus has not adopted a pension plan and does not provide pension benefits to NEOs.other third parties.
NON-QUALIFIED DEFERRED COMPENSATION FOR 2021We may not realize as revenue the full amounts reflected in our backlog, which could adversely affect our future revenue and growth.
Excess Savings Plan
The Vectrus Systems Corporation Excess Savings Plan providesAs of December 31, 2022, our key employees withtotal backlog was $12.3 billion, which included $2.6 billion in funded backlog. We may not realize the full amount of our backlog as revenue, particularly unfunded backlog and future services where the customer has an opportunityoption to earn retirement savings benefitsdecline our continued services under a contract. In addition, there can be no assurance that our backlog will result in excessactual revenue in any particular period. Our receipt of revenue, and the timing and amount of revenue under contracts included in our backlog are subject to various contingencies, many of which are beyond our control, including congressional appropriations. In particular, delays in the completion of the retirement benefits theyU.S. government’s budgeting process and the use of continuing resolutions could adversely affect our ability to recognize revenue timely under the contracts included in our backlog. Furthermore, the actual receipt of revenue from contracts included in our backlog may contribute undernever occur or may be delayed because:
•a program schedule could change, or the program could be canceled; a contract’s funding or scope could be reduced, modified, delayed, or terminated early, including as a result of a lack of appropriated funds or as a result of cost cutting initiatives and other efforts to reduce U.S. government spending or the automatic federal defense spending cuts required by sequestration;
•in the case of funded backlog, the period of performance for the contract has expired; or
•in the case of unfunded backlog, funding may not be available; or, in the case of priced options, our 401(k) Plan. Section 415clients may not exercise their options.
Goodwill represents a significant portion of our assets and any impairment of these assets could negatively impact our results of operations.
At December 31, 2022, our goodwill was approximately $1.7 billion, which represented approximately 51.2% of our total assets. We test goodwill for impairment on an annual basis, or whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. (For additional information on our goodwill impairment testing, see Note 1, Description of Business and Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K). Because of the Code limitssignificance of our goodwill, any future impairment of this asset could have a material adverse effect on our results of operations.
RISKS RELATED TO OUR SECURITIES
We meet the amountrequirements to be a “controlled company” within the meaning of compensation that can be usedthe rules of the NYSE and, as a result, qualify for, and intend to determine employee and employer contribution amounts ($290,000 in 2021) torely on, exemptions from certain corporate governance standards, which limit the 401(k) Plan. The benefit that is provided to an employee under an excess benefit plan generally amounts topresence of independent directors on its Board of Directors or Board committees.
Following the difference between whatMerger, approximately 62.25% of the employee would have received underoutstanding shares of the employer’s qualified retirement plan without applying the Section 415 limitations and what the employee actually receives under the qualified retirement plan.
The Vectrus Systems Corporation Excess Savings Plan is a non-qualified unfunded savings plan. All balances under this plan are maintained on the bookscommon stock of Vectrus. Vectrus contributes to the participant’s excess savings account at 4% of eligible base compensation. Participant investment earnings are based on the Guaranteed Income Fund - Stable Value Fund in the Vectrus 401(k) Plan. Benefits will be paid to the NEO in a lump sum in the seventh month following the last day worked by such NEO.
Non-Qualified Deferred Compensation Plan
In February 2021, the Company offeredis held by holders of the equity interests of Vertex, on a new voluntary Non-Qualified Deferred Compensation Plan to employees basedfully diluted basis, and approximately 37.75% is held by the holders of the common stock of Vectrus, on select eligibility criteria. The Vectrus Systems Corporation Non-Qualified Deferred Compensation Plan allows employees to defera fully diluted basis. Vertex Aerospace Holdco LLC, a Delaware limited liability company (Vertex Holdco), an affiliate of American Industrial Partners Capital Fund VI, L.P., a Delaware limited partnership and invest a portionprivate equity fund affiliated with American Industrial Partners, owns approximately 62.25% of their compensation for retirement and other life events.
Each year, employees are eligible to defer up to 70%the fully diluted shares of their eligible salary and/or incentive plan compensation. Employee deferrals and associated earnings are 100% vested at all times. Employees may designate an in-service distribution date on their compensation deferrals. In addition, employees may designate either a lump sum payment or annual installments on their compensation deferrals following their retirement fromthe common stock of the Company.
As a result, we are a “controlled company” for purposes of Section 303A of the NYSE Listed Company Manual and are exempt from certain governance requirements otherwise required by the NYSE. Under Section 303A, a company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” and is exempt from certain corporate governance requirements, including requirements that (1) a majority of the board of directors consist of independent directors, (2) compensation of officers be determined or recommended to the board of directors by a majority of its independent directors or by a compensation committee that is composed entirely of independent directors and (3) director nominees be selected or recommended for selection by a majority of the independent directors or by a nominating/corporate governance committee composed solely of independent directors. Following the consummation of the Merger, we continue to have an audit committee that is composed entirely of independent directors.
In addition, the eventprocedures for approving significant corporate decisions could be determined by directors who have a direct or indirect interest in such decisions, and our shareholders will not have the employee separates from service priorsame protections afforded to an in-service distribution date and does not qualify for retirement, their account balance willshareholders of other companies that are required to comply with the independence rules of the NYSE.
Our stock price may be distributed as a lump sum payment six months following the last day worked.volatile.
The following table showsmarket price of our common stock has been, and is likely to continue to be, highly volatile due to a number of factors, including the activity withinvolatility of the Non-Qualified Deferred Compensation Plansstock market in general and uncertainty related to major contract awards, such as our LOGCAP V Award. The trading price of our stock varied from a low of $29.81 to a high of $48.04 in 2022. Because of this volatility, investors in our stock may experience a decline in the value of their investment or may not be able to sell their common stock at or above the price paid for the NEOs for 2021.
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| Name | | Executive Contributions in Last FY ($) (a) (1) | | Registrant Contributions in Last FY ($) (b) (2) | | Aggregate Earnings in Last FY ($) (c) | | Aggregate Withdrawals/ Distributions ($) (d) | | Aggregate Balance at Last FYE ($) (e) (3) |
| Charles L. Prow | | 56,554 | | 18,985 | | 3,960 | | — | | 144,168 |
| Susan D. Lynch | | — | | 5,939 | | 115 | | — | | 11,869 |
| Susan L. Deagle | | — | | 4,708 | | 177 | | — | | 14,645 |
| David A. Hathaway | | 12,996 | | 315 | | 1,019 | | — | | 26,249 |
| Kevin T. Boyle | | 7,228 | | 4,007 | | 626 | | — | | 18,828 |
| Kenneth W. Shreves | | — | | 1,617 | | 19 | | — | | 2,701 |
(1) The amounts in this column are also included in the Summary Compensation Table.
(2) The amounts in this column are also included in the Summary Compensation Table and in the All Other Compensation Table as Excess Savings Plan Contributions.
(3) The following amounts of the aggregate balance from the table were reported in previous summary compensation tables: Mr. Prow - $64,669, Ms. Lynch - $5,815, Ms. Deagle - $9,760, Mr. Hathaway - $11,919 and Mr. Boyle - $6,967.
Payments Upon Termination or Change in Control
In this section, we discuss the compensation payable (including accelerated vesting of equity awards) in the event of a change in control and employment termination under several different circumstances, including voluntary termination, termination for cause, death, disability, termination without cause and termination in connection with a change in control.
The amounts shown in the Potential Post-Employment Compensation table are estimates, assuming the triggering event occurred on December 31, 2021. Values attributed to accelerated vesting of equity-based awards are based on Vectrus’ closing stock price on December 31, 2021, which was $45.77.shares.
PaymentsAny future offerings of securities, including debt or preferred stock, which would be senior to our common stock, or other equity securities may materially and Benefits provided Generallyadversely affect us or our shareholders, including the per share trading price of our common stock.
We may issue, from time to Salaried Employees
The amounts showntime, additional securities, including common stock, preferred stock, depository shares, warrants, rights and debt securities, whether through an effective registration statement or otherwise. In addition to issuing more shares of our common stock, in the table below do not include payments and benefitsfuture, we may attempt to the extent these payments and benefitsincrease our capital resources by making additional offerings of debt, including senior debt securities or subordinated debt securities, or preferred stock, or securities that are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. These include:
•Accrued salary and paid time off; and
•Amounts currently vested under the Vectrus Excess Savings Plan.
No perquisites are provided to the NEOs upon a change in controlexchangeable or inexercisable or for or convertible into any of the post-employment circumstances shown in the table below.
SEVERANCE AND CHANGE IN CONTROL
Senior Executive Severance Pay Plan
The purposeforegoing. Holders of this plan is to provide a perioddebt and holders of transition for senior executives. Senior executives who are U.S. citizens or who are employed in the United States are covered by this plan. The plan generally provides for severance payments if Vectrus terminates a senior executive’s employment without cause. The amount of severance pay under this plan depends on the executive’s base salary (and, in the case of Mr. Prow, target annual incentive opportunity) and years of service. The severance benefit begins at 12 months of pay for less than four years of service and increases to 18 months of pay for service of nine years or more. The executives are also eligible to continue receiving subsidized health and welfare benefits during the severance payment period. Vectrus considers these severance pay provisions appropriate given the job responsibilities and competitive market in which senior executives function. Vectrus’ obligation to continue severance payments stops if the executive does not comply with the Vectrus Code of Conduct or applicable Vectrus Corporate Policies. Vectrus considers this cessation provision topreferred stock may be critical to Vectrus’ emphasis on ethical behavior. Vectrus’ obligation to continue severance payments also ends if the executive engages in any activity inimical to the best interests of Vectrus, disparages Vectrus, induces employees to leave Vectrus without our consent or does not comply with non-competition provisions of this plan. These provisions protect the integrity of our business and are consistent with typical business arrangements. If a covered executive receives or is entitled to receive payments of interest, dividends or otherwise prior to holders of shares of our common stock receiving dividends or any other severance payments and, in addition, upon liquidation, holders of debt and holders of shares of preferred stock will be entitled to receive our available assets prior to distribution to the holders of our common stock. Our preferred stock, if issued, has rights, preferences and privileges, including a preference on liquidating distributions and/or similar compensation under another Vectrusa preference on dividend payments, which could limit our ability to pay dividends to holders of our common stock. Additionally, any convertible, exercisable or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. Holders of our common stock are not entitled to preemptive rights or other protections against dilution. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of future offerings. As a result, our shareholders bear the risk that our future offerings could adversely affect their rights as holders of common stock, reduce the per share trading price of our common stock and dilute their interest in us.
If our significant shareholders who received shares of our common stock in the Merger sell their shares, the price of our common stock could be materially affected.
If our significant shareholders who received shares of our common stock in connection with the Merger choose to sell a significant number of our shares, such sales could have a material impact on the market price for our common stock.
The restrictions on sales contained in the Shareholders Agreement, dated as of July 5, 2022, among the Company and certain of its shareholders (the Shareholders Agreement) have expired, and all of the shares of our common stock issued in connection with the completion of the Merger are available for resale in the public market, including pursuant to an effective registration statement that the Company filed for these shareholders. As of the date of this Form 10-K, approximately 60.1% of the outstanding shares of our common stock are held by the shareholders party to the Shareholders Agreement.
Such shareholders may decide not to hold the shares of our common stock they received upon completion of the Merger. In addition, certain of such shareholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of our common stock that they received upon completion of the Merger.
The impact on our stock price of sales of shares by such shareholders could be positive or negative, whether in the immediate term or in the future, and could be material. The effect and magnitude would depend on various factors, including market conditions, public float, trading volume and liquidity, shareholder composition and ownership, market perception, the number of shares sold and analyst coverage. In addition, future events and conditions could further increase the dilution from sales of these shares, including adverse changes in market conditions, additional transaction and integration related costs and other factors such as the failure to realize some or all of the benefits anticipated in the Merger. Any dilution of, or delay of any accretion to, our earnings per share could cause the price of shares of our common stock to decline or grow at a reduced rate. These sales may also make it more difficult for us to sell equity or equity-linked securities in the future at a time and at a price that we deem appropriate to raise funds through future offerings.
We do not currently plan or agreement or under applicable law,to pay dividends on our common stock, and our indebtedness could limit our ability to pay dividends on our common stock in the future.
We do not currently plan to pay dividends on our common stock. The declaration of any future cash dividends and, if declared, the amount of thatany such dividends, will be subject to our financial condition, earnings, capital requirements, financial covenants and other compensation will reduce amounts otherwise payable under this plan,contractual restrictions and to the extentdiscretion of our Board of Directors. Our Board of Directors may consider such offsetting would not violate Code Section 409A. The severance is paid in equal installments overmatters as general business conditions, industry practice, our financial condition and performance, our future prospects, our cash needs and capital investment plans, income tax consequences, applicable law and such other factors as our Board of Directors may deem relevant. Further, pursuant to the applicable severance period.
The exceptions to severance payments are:
•Shareholders Agreement, for so long as the executive terminates his or her own employment;
•the executive’s employment is terminated for cause, death or disability; or
•the executive accepts employment or refuses comparable employment with a purchaser in a divestiture situation.
Assuming a termination by Vectrus without cause on December 31, 2021, Mr. Prow would have been entitled to 14 months of severance, Ms. Deagle and Mr. Shreves would have been entitled to 13 months of severance, and Ms. Lynch and Mr. Boyle would have been entitled to 12 months of severance.
Special Senior Executive Pay Plan
The purpose of this plan is to provide compensationFormer Vertex Stockholders (as defined in the caseShareholders Agreement) collectively beneficially own 34% or more of terminationthe outstanding shares of employment in connection with an Acceleration Event (as defined below). The provisions of this plan are specifically designed to address the inability of senior executives to influence the Company’s future performance after certain changecommon stock, the Company will not, without the requisite consent of the Former Vertex Stockholders declare or pay any dividend or distribution (a) on a non-pro-rata basis or (b) in control events. The plan is structured to encourage executives to actexcess of $25.0 million in the best interestsaggregate during any fiscal year.
Additionally, our indebtedness could have important consequences for holders of shareholders without regardour common stock. If we cannot generate sufficient cash flow from operations to meet our debt payment obligations, then our ability to pay dividends, if so determined by the potential impact a change in control transaction might have with respect to his or her employment by providing severance protections for terminations that arise in connection with a change in control transaction. The following describesBoard of Directors, will be impaired. In addition, the terms of the plan as in effect on December 31, 2021.
The purposesagreements governing our current debt limit the payment of these provisions are to:
•provide for continuing cohesive operations as executives evaluate a transaction, which, without change in control protection, could be personally adverse to the executive;
•keep executives focused on preserving value for shareholders;
•retain key talentdividends and debt that we may incur in the facefuture may also limit the payment of potential transactions; and
•attract talented employees in the competitive marketplace.
As discussed above, this plan provides severance benefits for covered executives, including the NEOs, if their employment is terminated (i) by the Company without cause within two years after a change in control transaction or prior to adividends.
Anti-takeover provisions in our organizational documents and Indiana law could delay or prevent a change in control transaction ifcontrol.
Certain provisions of our amended and restated articles of incorporation and our second amended and restated by-laws may delay or prevent a merger or acquisition that a shareholder may consider favorable. For example, the termination occurs after public announcementamended and restated articles of incorporation and the transaction (providedsecond amended and restated by-laws, among other things, provide for a classified board, do not permit shareholders to convene special meetings or to remove our directors other than for cause, limit our shareholders' ability to fill vacancies on our Board of Directors and impose advance notice requirements for shareholder proposals and nominations of Directors to be considered at meetings of shareholders. In addition, the transaction is consummated)amended and restated articles of incorporation authorize our Board of Directors to issue one or the termination is at the requestmore series of a party to the transaction,preferred stock without further action by our shareholders. These provisions may also discourage acquisition proposals or (ii) where the covered executive terminates hisdelay or her employment for good reason (including a termination due to death or disability if at the time of such termination the executive could have resigned for good reason) within two years afterprevent a change in control, transaction.which could harm our stock price. Indiana law also imposes restrictions on mergers and other business combinations between any beneficial holder of 10% or more of our outstanding common stock and us.
This plan provides four tiers of benefits for covered executives, based
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We have 343 locations in 45 countries and territories on their position within the Company and the criticality of their role in a change in control transaction. The Compensation Committee, working in concert with the independent Compensation Consultant, considered four tiers of benefits appropriate basedsix continents. Our contract performance typically occurs on the relative abilitygovernment customer’s facility. Our material locations are the corporate headquarters office located at 7901 Jones Branch Drive, McLean, Virginia, an operations office located at 2424 Garden of each tierthe Gods Road, Colorado Springs, Colorado, and an operations office at 555 Industrial Drive, Madison, Mississippi. These properties are used by our sole operating segment. Our McLean, Colorado Springs and Madison offices are leased and have approximately 24,400, 65,000 and 164,000 square feet, respectively. The leases for our McLean, Colorado Springs and Madison offices expire in 2032, 2028 and 2030, respectively. We consider the properties that we lease to be in good condition and generally suitable for the purposes for which they are used.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we are party to various investigations, lawsuits, arbitration, claims, enforcement actions and other legal proceedings including government investigations and claims, which are incidental to the operation of employeeour business. Some of these proceedings seek remedies relating to influence future Company performance. In the event of a covered terminationemployment matters, matters in connection with our contracts and matters arising under this plan on December 31, 2021, the executive would have been entitled to:
•any accrued but unpaid base salary and paid time off, any earned but unpaid bonus (AIP payment)laws relating to the preceding year, unreimbursed expenses and any amounts to which the executive is entitled under applicable employee benefit plans;
•two and a half (2.5) (in the case of Mr. Prow), two (2.0) (in the case of Mses. Lynch and Deagle and Mr. Boyle) and one and a half (1.5) (in the case of Mr. Shreves) times the executive’s annual base salary and target annual incentive opportunity at the timeprotection of the termination, paid in equal installments;environment. As a government contractor, we are also subject to U.S. government audits and
•continuation investigations relating to our operations, including claims for fines, penalties, and repayments, compensatory or treble damages. We believe the outcome of health insurance benefits atsuch ongoing government audits and investigations will not have a material impact on our results of operations, financial condition or cash flows. Although the same levels for the lengthultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including our assessment of the COBRA continuation period.
If payments triggered by a change in control transaction would constitute excess parachute payments for purposes of Code Section 280G, then either: (1) payments would be reduced by the amount needed to avoid triggering Code Section 280G, or (2) no reduction of payments would occur, depending on which alternative leaves the executive in a better after-tax position.
As of December 31, 2021, Mr. Prow is covered at the Tier 1 level of benefits of 2.5 times, Mses. Lynch and Deagle and Mr. Boyle are covered at the Tier 2 level of benefits of 2.0 times, and Mr. Shreves is covered at the Tier 3 level of benefits of 1.5 times.
Effect of Change in Control and Termination of Employment on Annual Incentive Awards, the Excess Savings Plan and the Non-Qualified Deferred Compensation Plan
Annual Incentive Awards. Under the AIP, upon a change in control, the AIP awards for the yearmerits of the change in control would be paid at the greater of “target”particular claim, we do not expect that any asserted or actual achievement as of the date of the change in control event. Since the 2021 AIP awards would have been earned as of December 31, 2021 based on continued employment through such date, and actual performance exceeded target, we have not reflected the 2021 AIP awardsunasserted legal claims or proceedings, individually or in the table below. The NEO’s AIP awards for 2021, including the target opportunitiesaggregate, will have a material adverse effect on our results of operations, financial condition or cash flows.
See Note 15, Commitments and the actual amounts earned, are discussed above. Effective January 1, 2022, the NEO's annual incentive awards will be issued under the Vectrus, Inc. 2014 Omnibus Incentive Plan.
Long-Term Incentive AwardsContingencies. No outstanding long-term incentive awards accelerate solely upon a change in control transaction; however, vesting is accelerated in the event of certain termination of employment scenarios. Following is a description of how the awards are treated upon different termination events.Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further information.
Stock OptionsITEM 4. . The stock options become fully vested upon termination due to death or disability. Upon termination due to retirement (termination at or after age 60 with at least 5 years of service, other than termination by the Company for cause or due to death or disability), a prorated portion of the option will continue to vest on the applicable vesting dates based on the number of full months of employment during the vesting period, and any remaining unvested portion will expire unless the option holder agrees to comply with the non-competition covenants contained in the stock option agreement, in which case the option will vest without proration on each subsequent vesting date as if employment had continued. If the option holder is not retirement eligible upon voluntary resignation or termination by the Company without cause, the unvested portions of the option expire immediately, except that if employment is terminated by the Company without cause or by the option holder for good reason within 24 months following a change in control transaction, the options become fully vested.MINE SAFETY DISCLOSURES
RSUs. The RSUs become fully vested upon termination due to death or disability. Upon termination due to retirement (termination at or after age 60 with at least 5 years of service, other than termination by the Company for cause or due to death or disability) or termination by the Company without cause, a prorated portion of the RSUs will continue to vest on the applicable vesting dates based on the number of full months of employment during the vesting period, and any remaining unvested portion will be forfeited unless the RSU holder agrees to comply with the non-competition covenants contained in the RSU agreement, in which case the RSUs will vest without proration on each subsequent vesting date as if employment had continued. If the RSU holder is not retirement eligible upon voluntary resignation, the unvested portions of the RSUs will be forfeited. If employment is terminated by the Company without cause or by the option holder for good reason within 24 months following a change in control transaction, the RSUs become fully vested.
TSR Awards. Upon termination due to death or disability, the TSR awards remain eligible to vest based on actual performance over the performance period (or as determined upon a change in control event as described below if such an event occurs during the performance period) as if the award holder had remained employed. Upon termination due to Not Applicable.
retirement (termination at or after age 60 with at least 5 years of service, other than termination byPART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
COMMON STOCK – MARKET INFORMATION, HOLDERS AND DIVIDENDS
Our common stock is traded on the Company for cause or due to death or disability) or termination by the Company without cause, a prorated portion of the TSR award will remain eligible to vest based on actual performance over the performance period (or as determined upon a change in control event as described below if such an event occurs during the performance period) as if employment had continued, and any remaining unvested portion will expire unless the termination was due to retirement and the award holder agrees to comply with the non-competition covenants contained in the TSR award agreement, in which case the portion of the award that vests will not be prorated. If the award holder is not retirement eligible upon voluntary resignation, the unvested portions of the award will be forfeited. If employment is terminated by the Company without cause or by the award holder for good reason within 24 months following a change in control transaction, the award becomes fully vested, with a prorated portion of the award determined by calculating the average performance over any completed and open performance periods (based on actual performance through the date of the change in control event) and the remainder based on assumed target performance.
Each of the NEOs has accepted the terms and conditions with respect to their awards, including restrictive covenants. Mr. Prow is retirement eligible (age 60 with 5 years of service) for purposes of his long-term incentive awards on December 31, 2021.
Vectrus Systems Corporation Excess Savings Plan. Payment of the NEOs’ accounts under this plan would be triggered by a change in control or a termination of employment or death of the NEO. The definition of change in control under this plan is consistent with the corresponding definition under Code Section 409A. Since there is no accelerated vesting or other enhancement of benefitsNYSE under the plan,symbol “VVX". Our common stock started trading on the NYSE in September 2014. As of February 28, 2023, there were approximately 3,899 stockholders of record and 30.9 million outstanding shares of common stock.
To date, we have not discloseddeclared or paid any dividends on our common stock. The declaration and payment of dividends by us are subject to the NEOs’ accountsdiscretion of our Board of Directors and depend on many factors including our financial condition, earnings, capital requirements, covenants associated with our debt obligations, legal requirements, regulatory constraints and other factors deemed relevant by the Board of Directors. Therefore, there can be no assurance as to what level of dividends, if any, will be paid in the table below.future. In deciding whether to pay future dividends on our common stock, our Board of Directors may take into account such matters as general business conditions, industry practice, our financial condition and performance, our future prospects, our cash needs and capital investment plans, debt levels and requirements, income tax consequences, applicable law and such other factors as our Board of Directors may deem relevant. See Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" in this Annual Report on Form 10-K. For a discussion of restrictions on the payment of dividends under our credit agreement, see Note 10, Debt, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
EQUITY COMPENSATION PLAN INFORMATION
For a discussion of the securities authorized under our equity compensation plans, see Item 12 of this Annual Report on Form 10-K, which incorporates by reference the information regarding this planto be disclosed in our definitive proxy statement for our 2023 Annual Meeting of Shareholders.
RECENT SALES OF UNREGISTERED SECURITIES
None
ISSUER PURCHASES OF EQUITY SECURITIES
We did not repurchase any of our equity securities for the year ended December 31, 2022.
STOCK PERFORMANCE GRAPH
The following graph provides a comparison of the cumulative total shareholder return of our common stock to the returns of the Russell 2000 Index and the NEOs’ aggregate balancesS&P Aerospace & Defense Select Industry Index from December 31, 2014 through December 31, 2022 with data points as of December 31 2021, seefor the “Non-Qualified Deferred Compensation Plan” table above.
Vectrus Systems Corporation Non-Qualified Deferred Compensation Plan. Payment of the NEOs’ accounts under this plan would be triggered by a change in control or a termination of employment or death of the NEO. Since thereyears shown. The graph is no accelerated vesting or other enhancement of benefits under the plan, we have not, disclosed the NEOs’ accounts in the table below. For information regarding this plan and the NEOs’ aggregate balances as of December 31, 2021, see the “Non-Qualified Deferred Compensation Plan” table above.
Additional Information. The change in control and employment termination provisions in these plans and agreements areis not intended to provide protections in the contextbe, indicative of change in control transaction and certain termination events so that the executives can focus on preserving value for shareholders when evaluating situations that, without these provisions, couldfuture performance of our common stock. This graph is not deemed to be personally adverse to the executive. Except for the Vectrus Systems Corporation Excess Savings Plan, which defines a change in control by reference to the corresponding definition under Code Section 409A, as of December 31, 2021, change in control was defined as one of the following acceleration events (Acceleration Events) for purposes of these plans and agreements:
1.A report on Schedule 13D was filed“filed” with the SEC disclosingor subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act) and should not be deemed to be incorporated by reference into any of our prior or subsequent filings under the Securities Act of 1933 as amended (Securities Act), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The graph assumes that any person,$100 had been invested in V2X common stock, the Russell 2000 Index and the S&P Aerospace & Defense Select Industry Index on December 31, 2017 and that all dividends were reinvested.
ITEM 6. SELECTED FINANCIAL DATA
Reserved
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with the audited Consolidated Financial Statements and notes thereto in this Annual Report on Form 10-K as well as the discussion in Item 1 of this Annual Report on Form 10-K entitled "Business." This Annual Report provides additional information regarding the Company, our services, industry outlook and forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements. See "Forward-Looking Statement Information" for further information regarding forward-looking statements. Amounts presented in and throughout this Item 7 are rounded and, as such, rounding differences could occur in period over period changes and percentages reported.
Forward-Looking Statement Information
This Annual Report on Form 10-K and certain information incorporated herein by reference contain forward-looking statements within the meaning of Section 21E of the Exchange Act, and Section 27A of the Securities Act, and the Private Securities Litigation Reform Act of 1995 and, as such, may involve risks and uncertainties. All statements included or incorporated by reference in this report, other than Vectrus or onestatements that are purely historical, are forward-looking statements. Forward-looking statements generally can be identified by the use of its subsidiaries or any employee benefit plan that is sponsored by Vectrus or a subsidiary, had become the beneficial owner of 30% or more of Vectrus’ outstanding stock;
2.A person other than Vectrus or one of its subsidiaries or any employee benefit plan that is sponsored by Vectrus or a subsidiary purchased Vectrus shares in connection with a tender or exchange offer, if after consummation of the offer the person purchasing the shares is the beneficial owner of 30% or more of Vectrus outstanding stock;
3.The consummation of:
a.any consolidation, business combination or merger of Vectrus other than a consolidation, business combination or merger in which the shareholders of Vectrus immediately prior to the merger would hold 50% or more of the combined voting power of Vectrus or the surviving corporation of the merger and would have the same proportionate ownership of common stock of the surviving corporation that they held in Vectrus immediately prior to the merger; or
b.any sale, lease, exchange or other transfer of all or substantially all of the assets of Vectrus;
4.A majority of the members of the Board of Directors of Vectrus changed within a 12-month period, unless the election or nomination for election of each of the new directors by Vectrus’ shareholders had been approved by two-thirds of the directors still in office who had been Directors at the beginning of the 12-month period or whose nomination for election or election was recommended or approved by a majority of directors who were directors at the beginning of the 12-month period; or
5.Any person other than Vectrus or one of its subsidiaries or any employee benefit plan sponsored by Vectrus or a subsidiary became the beneficial owner of 30% or more of Vectrus outstanding stock.
The Potential Post-Employment Compensation table on the following page provides additional information.forward-looking terminology such as “may,” “will,”
POTENTIAL POST-EMPLOYMENT COMPENSATION“expect,” “intend,” “estimate,” “anticipate,” “believe,” “could,” “potential,” “continue” or similar terminology. 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.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive* | | Resignation (a)($) | | Termination for Cause (b)($) | | Death (c)($) | | Disability (d)($) | | Termination Not For Cause (e)($) | | Change in Control and Termination Not For Cause or With Good Reason (f)($) |
| Charles L. Prow | | | | | | | | | | | | |
| Severance (1) | | 0 | | 0 | | 0 | | 0 | | 1,893,953 | | 4,059,457 |
| 2020 - 2022 TSR Award (2) | | 0 | | 0 | | 783,750 | | 783,750 | | 783,750 | | 590,932 |
| 2021 - 2023 TSR Award (2) | | 0 | | 0 | | 787,500 | | 787,500 | | 787,500 | | 700,035 |
| Unvested RSUs (3) | | 0 | | 0 | | 1,810,981 | | 1,810,981 | | 1,810,981 | | 1,810,981 |
| Total | | 0 | | 0 | | 3,382,231 | | 3,382,231 | | 5,276,184 | | 7,161,405 |
| Susan D. Lynch | | | | | | | | | | | | |
| Severance (1) | | 0 | | 0 | | 0 | | 0 | | 453,559 | | 1,525,386 |
| 2020 - 2022 TSR Award (2) | | 0 | | 0 | | 185,625 | | 185,625 | | 123,756 | | 139,958 |
| 2021 - 2023 TSR Award (2) | | 0 | | 0 | | 168,750 | | 168,750 | | 56,244 | | 150,008 |
| Unvested RSUs (3) | | 0 | | 0 | | 385,063 | | 385,063 | | 119,002 | | 385,063 |
| Total | | 0 | | 0 | | 739,438 | | 739,438 | | 752,561 | | 2,200,415 |
| Susan L. Deagle | | | | | | | | | | | | |
| Severance (1) | | 0 | | 0 | | 0 | | 0 | | 451,561 | | 1,367,047 |
| 2020 - 2022 TSR Award (2) | | 0 | | 0 | | 144,375 | | 144,375 | | 96,255 | | 108,856 |
| 2021 - 2023 TSR Award (2) | | 0 | | 0 | | 146,250 | | 146,250 | | 48,745 | | 130,007 |
| Unvested RSUs (3) | | 0 | | 0 | | 322,541 | | 322,541 | | 127,515 | | 322,541 |
| Total | | 0 | | 0 | | 613,166 | | 613,166 | | 724,076 | | 1,928,451 |
| David A. Hathaway (4) | | | | | | | | | | | | |
| Severance (1) | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 |
| 2020 - 2022 TSR Award (2) | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 |
| 2021 - 2023 TSR Award (2) | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 |
| Unvested RSUs (3) | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 |
| Total | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 |
| Kevin T. Boyle | | | | | | | | | | | | |
| Severance (1) | | 0 | | 0 | | 0 | | 0 | | 407,559 | | 1,250,486 |
| 2020 - 2022 TSR Award (2) | | 0 | | 0 | | 123,750 | | 123,750 | | 82,504 | | 93,305 |
| 2021 - 2023 TSR Award (2) | | 0 | | 0 | | 121,875 | | 121,875 | | 40,621 | | 108,339 |
| Unvested RSUs (3) | | 0 | | 0 | | 282,630 | | 282,630 | | 115,798 | | 282,630 |
| Total | | 0 | | 0 | | 528,255 | | 528,255 | | 646,482 | | 1,734,760 |
| Kenneth W. Shreves | | | | | | | | | | | | |
| Severance (1) | | 0 | | 0 | | 0 | | 0 | | 433,590 | | 960,360 |
| 2020 - 2022 TSR Award (2) | | 0 | | 0 | | 61,875 | | 61,875 | | 41,252 | | 46,653 |
| 2021 - 2023 TSR Award (2) | | 0 | | 0 | | 93,750 | | 93,750 | | 31,247 | | 83,338 |
| Unvested RSUs (3) | | 0 | | 0 | | 185,277 | | 185,277 | | 73,690 | | 185,277 |
| Total | | 0 | | 0 | | 340,902 | | 340,902 | | 579,779 | | 1,275,628 |
(1) Amounts shownThe forward-looking statements included or incorporated by reference in column (e) reflectthis report are subject to additional risks and uncertainties further discussed under Item 1A. “Risk Factors” and are based on information available to us on the cash severance and estimated costfiling date of this report. Readers are cautioned not to Vectrusplace undue reliance on forward-looking statements, which speak only as of the continuationdate of benefits underthis report. New risks and uncertainties arise from time to time, and we cannot predict those events or how they may affect us.
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. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Senior Executive Severance Pay Plan,Company’s historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to: the continued impact of COVID-19 and any variant strains thereof on the global economy; our ability to submit proposals for and/or win all potential opportunities in our pipeline; our ability to retain and renew our existing contracts; our ability to compete with other companies in our market; security breaches and other disruptions to our information technology and operation; our mix of cost-plus, cost-reimbursable, and firm-fixed-price contracts; maintaining our reputation and relationship with the U.S. government; protests of new awards; economic, political and social conditions in the countries in which would have been as follows: Mr. Prow ($1,884,050we conduct our businesses; changes in U.S. or international government defense budgets; government regulations and compliance therewith, including changes to the combinationDoD 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; delays in completion of the CEO’s base salaryU.S. government's budget; our success in extending, deepening, and target annual incentive opportunity multiplied byenhancing our technical capabilities; our success in expanding our geographic footprint or broadening our customer base; our ability to realize the monthsfull amounts reflected in our backlog; impairment of severance earned undergoodwill; misconduct of our employees, subcontractors, agents, prime contractors and business partners; our ability to control costs; our level of indebtedness; terms of our credit agreement; inflation and interest rate risk; subcontractor performance; economic and capital markets conditions; our ability to maintain safe work sites and equipment; our ability to retain and recruit qualified personnel; our ability to maintain good relationships with our workforce; our teaming relationships with other contractors; changes in our accounting estimates; the Planadequacy of our insurance coverage; volatility in our stock price; changes in our tax provisions or exposure to additional income tax liabilities; risks and $9,903); Ms. Lynch ($441,000uncertainties relating to the Merger; risks and $12,559); Ms. Deagle ($444,167 and $7,394); Mr. Boyle ($395,000 and $12,559)uncertainties relating to the Spin-off; changes in U.S. generally accepted accounting principles (GAAP); and Mr. Shreves ($433,333other factors described in Item 1A, “Risk Factors,” and $257).elsewhere in this report and described from time to time in our future reports filed with the SEC.
Overview
V2X, formerly known as Vectrus, is a leading provider of critical mission solutions primarily to defense clients globally. The Company operates as one segment and delivers a comprehensive suite of integrated solutions across the operations and logistics, aerospace, training and technology markets to national security, defense, civilian and international clients.
Our primary customer is the U.S. Department of Defense. For the years ended December 31, 2022, 2021 and 2020, we had total revenue of $2.9 billion, $1.8 billion and $1.4 billion, respectively, substantially all of which was derived from U.S. government customers. For the years ended December 31, 2022, 2021 and 2020, we generated approximately 46%, 64% and 69%, respectively, of our total revenue from the U.S. Army.
Executive Summary
Our revenue increased by $1,107.2 million, or 62.1%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. Revenue increased $908.4 million due to the Merger and the remaining increase was from organic growth for legacy programs. Revenue from our U.S, Asia, Europe and Middle East programs increased by $916.0 million, $105.7 million, $61.7 million, and $23.8 million, respectively.
Operating income for the year ended December 31, 2022 was $55.8 million, a decrease of $6.2 million or 10.1%, compared to the year ended December 31, 2021. This decrease was primarily due to amortization of intangible assets, and acquisition-related costs associated with the Merger.
During the performance of our long-term contracts, we periodically review estimated final contract prices and costs and make revisions as required, which are recorded as changes in revenue and cost of revenue in the periods in which they are determined. Additionally, the fees under certain contracts may be increased or decreased in accordance with cost or performance incentive provisions which measure actual performance against established targets or other criteria. Such incentive fee awards or penalties are included in revenue when there is sufficient information to reasonably assess anticipated contract performance. Amounts shownrepresenting contract change orders or limitations in column (f) reflectfunding on contracts are recorded only if it is probable the cash severanceclaim will result in additional contract revenue and the amounts can be reliably estimated. Changes in estimated revenue, cost of revenue and the related effect to Vectrusoperating income are recognized using cumulative adjustments, which recognize in the current period the cumulative effect of the continuation of benefits under the Special Senior Executive Severance Pay Plan, which would have been as follows: Mr. Prow ($4,037,250changes on current and $22,207); Ms. Lynch ($1,499,400 and $25,986); Ms. Deagle ($1,353,000 and $14,047); Mr. Boyle ($1,224,500 and $25,986); and Mr. Shreves ($960,000 and $360).prior periods based on a contract's
(2) Amounts shownpercentage of completion. Cumulative adjustments are driven by changes in columns (c), (d)contract terms, program performance, customer scope changes and (e) forchanges to estimates in the 2020-2022 TSR awards are basedreported period. These changes can increase or decrease operating income depending on actual performancethe dynamics of each contract.
We recorded an income tax expense of $8.2 million and $8.3 million for the years ended December 31, 2020,2022 and 2021, respectively, which represent effective income tax rates of (134.6)% and 15.4%, respectively. See Note 13, Income Taxes, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further information.
Further details related to our financial performance for the year ended December 31, 2022, compared to the year ended December 31, 2021, and target performance (100%) forare contained in the remaining two measurement periods, with the amount in column (e) proratedDiscussion of Financial Results section. Details related to reflect the 2/3 of the performance period that would have been completed on December 31, 2021. Amounts in columns (c), (d) and (e) for the 2021-2023 TSR awards are based on actualour financial performance for the year ended December 31, 2021, compared to the year ended December 31, 2020 are included in the Discussion of Financial Results section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, electronically filed with the SEC on EDGAR on March 7, 2022.
Merger with Vertex
For a discussion of our Merger and targetrelated debt and stock-based compensation obligations, see Note 3, Merger and Acquisitions, Note 10, Debt and Note 16, Stock Based Compensation, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
COVID-19 Impact
On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. COVID-19 has negatively impacted public health and the global economy, disrupted global supply chains, and created volatility in financial markets. Furthermore, in September 2021, the Biden Administration issued an executive order mandating a COVID-19 vaccination requirement for federal contractors, except in certain limited circumstances. Since then, multiple courts have enjoined the executive order’s implementation, although the court decisions are not uniform in their application or the states to which the injunction applies. The federal government has indicated that it will not, for the time being, enforce the vaccination mandate.
The extent of the ultimate impact of the COVID-19 pandemic on our operational and financial performance, (100%)including our ability to execute our programs in the expected timeframe, will depend on future developments, including any potential subsequent waves or variants of COVID-19, the effectiveness, distribution and acceptance of COVID-19 vaccines, the ultimate impact on financial markets and the global economy, new government regulations for defense contractors (including vaccination mandates) and other related actions taken by the U.S. government, state and local government officials, and international governments to prevent disease spread, all of which remain uncertain and cannot be predicted.
For the years ended December 31, 2022 and 2021, the impact of COVID-19 was immaterial to our financial results. For the year ended December 31, 2020, it is estimated that COVID-19 caused a $63.1 million reduction in our revenue and a $0.39 reduction in our diluted earnings per share. This impact was primarily due to certain government actions to restrict access to certain bases by V2X personnel and delays in supplier deliveries.
Significant Contracts
The following table reflects contracts that accounted for more than 10% of our total revenue for one or more of the years ended December 31, 2022, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | |
| | % of Total Revenue |
| | Years Ended December 31, |
| Contract Name | | 2022 | | 2021 | | 2020 |
| LOGCAP V - Kuwait Task Order | | 16.4% | | 11.8% | | —% |
| LOGCAP V - Iraq Task Order | | 9.8% | | 11.7% | | —% |
| OMDAC-SWACA | | 4.2% | | 7.8% | | 14.2% |
| K-BOSSS | | 0.7% | | 15.8% | | 34.1% |
| | | | | | |
Revenue associated with a contract will fluctuate based on increases or decreases in the work being performed on the contract, award fee payments, and other contract modifications within the term of the contract resulting in changes to the total contract value.
U.S. government contracts are multi-year contracts and typically include an initial period of one year or less with annual one-year (or less) option periods for the remaining three measurementcontract period. The number of option periods withvary by contract, and there is no guarantee that an option period will be exercised by the amount in column (e) proratedU.S. government. The right to reflectexercise an option period is at the 1/3sole discretion of the performance period that would have been completed on December 31, 2021. Amounts shown in column (f)U.S. government. The U.S. government may also extend the term of a program by issuing extensions or bridge contracts, typically for the 2020-2022 TSR awards were calculated in accordance with the award agreements by multiplying a prorated portionperiods of the award (2/3) by an average payout factor based on actual performance results through December 31, 2021 and multiplying the remainder of the award (1/3) by a payout factor of 100%, reflecting target performance. Amounts shown in column (f) for the 2021-2023 TSR awards were calculated in accordance with the award agreements by multiplying a prorated portion of the award (1/3) by an average payout factor based on actual performance results through December 31, 2021, and multiplying the remainder of the award (2/3) by a payout factor of 100%, reflecting target performance. At December 31, 2021, Mr. Prow was eligible for retirement treatment (age 60 with 5 years of service) for purposes of his outstanding TSR awards.
(3) Amounts shown in columns (c), (d) and (f) reflect the market value of unvested RSUs based on a $45.77 per share value, the closing price of Vectrus common stock on December 31, 2021. Amounts shown in column (e) reflect the prorated portion of the unvested RSUs based on the number of full months of employment between the grant date and December 31, 2021. At December 31, 2021, Mr. Prow was eligible for retirement treatment (age 60 with 5 years of service) for purposes of his outstanding RSUs.
(4) Mr. Hathaway’s employment with the Company ended on September 3, 2021.
NON-MANAGEMENT DIRECTOR COMPENSATION
Non-Management Director compensation is determined by our Board of Directors with the assistance of the Nominating and Governance Committee and the Compensation Consultant. Non-Management Director compensation is reviewed on a periodic basis. In support of the Board’s review, Pay Governance compares Non-Management Director compensation components for Vectrus with director compensation components paid for a sample of aerospace and defense companies with revenue comparable to Vectrus’ revenue.
The total annual compensation level for each Vectrus Non-Management Director is $215,000, comprised of $85,000 in cash and $130,000 in RSUs for each full-year tenure. The full-year tenure runs from the date of the Annual Meeting of Shareholders to the day prior to the next Annual Meeting of Shareholders. Additional incremental pay for the full-year tenure includes a cash payment for the Audit Committee Chair in the amount of $20,000, and a cash payment of $17,500 for the Compensation Committee Chair, and $15,000 for each of the Nominating and Governance Committee Chair and the Strategy Committee Chair. The Non-Executive Chairman of the Board receives an additional $100,000, comprised of $50,000 in cash and $50,000 in RSUs for the full-year tenure. The incremental payments for the Committee Chairs and the Non-Executive Chairman were based on the significant responsibilities involved with these positions and reflect current competitive peer data provided to the Board by the Compensation Consultant.
On May 6, 2021, all of our Non-Management Directors received compensation for their service on the Board of Directors from May 6, 2021 to May 4, 2022. Mr. Prow, as a management director, received no director compensation. RSUs granted to Non-Management Directors vest in full on the business day immediately prior to the next Annual Meeting date. The grant date fair value of RSU awards is provided in footnote (2) to the table below.one year or less.
The table below summarizesLOGCAP V - Kuwait Task Order is currently exercised through June 30, 2023, with three additional twelve-month options and one six-month option through December 31, 2026. The task order provides services to support the compensationGeographical Combatant Commands and Army Service Component Commands throughout the full range of military operations in the Kuwait region. The LOGCAP V - Kuwait Task Order contributed $472.9 million and $210.8 million of revenue for the years ended December 31, 2022 and 2021, respectively.
The LOGCAP V - Iraq Task Order is currently exercised through June 21, 2023, with three additional twelve-month options and one six-month option through December 21, 2026. The task order provides services to support the Geographical Combatant Commands and Army Service Component Commands throughout the full range of military operations in the Iraq region. The LOGCAP V - Iraq Task Order contributed $282.5 million and $209.0 million of revenue for the years ended December 31, 2022 and 2021, respectively.
On December 29, 2020, the U.S. Army announced that Vectrus Systems Corporation (VSC), our wholly-owned subsidiary was awarded an $859.7 million cost-plus-fixed-fee contract to continue OMDAC-SWACA. Work will be based in Kuwait with additional locations throughout Southeast Asia. On March 8, 2021, the U.S. government received a protest from a competitor, which was filed at the Government Accountability Office (GAO). The GAO decided the case and denied the protest on June 1, 2021. Subsequently, on July 13, 2021, the unsuccessful competitor filed a protest at the U.S. Court of Federal Claims (COFC). On August 15, 2022, the COFC dismissed the protest with prejudice. The estimated completion date of this contract is December 26, 2025. The OMDAC-SWACA contract contributed $122.7 million and $139.5 million of revenue for the years ended December 31, 2022 and 2021, respectively.
The K-BOSSS contract currently is exercised through August 28, 2023. Components of the K-BOSSS contract were re-competed as a task order under the LOGCAP V contract vehicle and were awarded to us on April 12, 2019. The K-BOSSS contract contributed $18.9 million and $282.2 million of revenue for the years ended December 31, 2022 and 2021, respectively.
Backlog
Total backlog includes remaining performance obligations, consisting of both funded backlog (firm orders for which funding is contractually authorized and appropriated by the customer) and unfunded backlog (firm orders for which funding is not currently contractually obligated by the customer and unexercised contract options). Total backlog excludes potential orders under IDIQ contracts and contracts awarded to us that are being protested by competitors with the GAO or in the U.S. COFC. The value of the backlog is based on anticipated revenue levels over the anticipated life of the contract. Actual values may be greater or less than anticipated. Total backlog is converted into revenue as work is performed. The level of order activity related to programs can be affected by the timing of government funding authorizations and their project evaluation cycles. Year-over-year comparisons could, at times, be impacted by these factors, among others.
Our contracts are multi-year contracts and typically include an initial period of one year or less with annual one-year (or less) option periods for the remaining contract period. The number of option periods vary by contract, and there is no guarantee that an option period will be exercised. The right to exercise an option period is at the sole discretion of the U.S. government when we are the prime contractor or of the prime contractor when we are a subcontractor. The U.S. government may also extend the term of a program by issuing extensions of bridge contracts, typically for periods of one year or less.
We expect to recognize a substantial portion of our Non-Management Directorsfunded backlog as revenue within the next 12 months. However, the U.S. government or the prime contractor may cancel any contract at any time through a termination for convenience. Most of our contracts have terms that would permit us to recover all or a portion of our incurred costs and fees for work performed in the event of a termination for convenience.
Total backlog increased by $7.3 billion in the year ended December 31, 2022 primarily due to the Merger. As of December 31, 2022, total backlog (funded and unfunded) was $12.3 billion as set forth in the following table:
| | | | | | | | | | | | | | |
| | As of December 31, |
| (In millions) | | 2022 | | 2021 |
| Funded backlog | | $ | 2,567 | | | $ | 1,033 | |
| Unfunded backlog | | 9,695 | | | 3,972 | |
| Total backlog | | $ | 12,262 | | | $ | 5,005 | |
Funded orders (different from funded backlog) represent orders for which funding was received during the period. We received funded orders of $2.6 billion during the year ended December 31, 2022, which was an increase of $771.3 million compared to the year ended December 31, 2021.
Director Compensation Table
| | | | | | | | | | | | | | | | | | | | |
| Name | | Fees Earned or Paid in Cash ($) (1) | | Stock Awards ($) (2) | | Total ($) |
| Louis J. Giuliano (3) | | 135,000 | | 180,006 | | 315,006 |
| Bradford J. Boston (4) | | 102,500 | | 130,013 | | 232,513 |
| Mary L. Howell (5) | | 100,000 | | 130,013 | | 230,013 |
| William F. Murdy | | 85,000 | | 130,013 | | 215,013 |
| Melvin F. Parker | | 85,000 | | 130,013 | | 215,013 |
| Eric M. Pillmore (6) | | 100,000 | | 130,013 | | 230,013 |
| Stephen L. Waechter (7) | | 105,000 | | 130,013 | | 235,013 |
| Phillip C. Widman | | 85,000 | | 130,013 | | 215,013 |
(1) Consists of the following, as applicable: director annual cash retainer of $85,000 for 2021, incremental retainer for Committee chairs and the annual Non-Executive Chairman retainer.
(2) Represents the aggregate grant date fair value of RSUs, computed in accordance with Accounting Standards Codification issued by the Financial Accounting Standards Board Topic 718, labeled “Compensation – Stock Compensation” (ASC Topic 718). The grant date fair value for RSUs was $51.86 per unit, the closing price of Vectrus stock on the grant date, which was May 6, 2021. The assumptions used in calculating these amounts are incorporated herein by reference to Note 16 to the Consolidated Financial Statements in the Company’s 2021 Annual Report on Form 10-K.
(3) Mr. Giuliano received an incremental $50,000 cash retainer and $50,000 in RSUs for his service as the Non-Executive Chairman through May 4, 2022.
(4) Mr. Boston received an incremental $10,000 cash retainer for his service as the Compensation Committee Chair through May 4, 2022.
(5) Ms. Howell received an incremental $10,000 cash retainer for her service as the Strategy Committee Chair through May 4, 2022.
(6) Mr. Pillmore received an incremental $10,000 cash retainer for his service as the Nominating and Governance Committee Chair through May 4, 2022.
(7) Mr. Waechter received an incremental $15,000 cash retainer for his service as the Audit Committee Chair through May 4, 2022.
Restricted Stock Unit Awards Outstanding at 2021 Fiscal Year-End
The table below represents RSUs outstanding as of December 31, 2021 for our Non-Management Directors.
| | | | | | | | |
Name | | Restricted Stock Unit Awards |
Louis J. Giuliano | | 3,471 |
Bradford J. Boston | | 2,507 |
Mary L. Howell | | 2,507 |
William F. Murdy | | 2,507 |
Melvin F. Parker | | 2,507 |
Eric M. Pillmore | | 2,507 |
Stephen L. Waechter | | 2,507 |
Phillip C. Widman | | 2,507 |
All Vectrus Non-Management Directors were granted RSUs under the 2014 Plan on May 6, 2021. For the equity component of the annual retainer, the number of RSUs was determined by dividing $130,000 by $51.86, the closing price per share of Vectrus, Inc. common stock on the grant date. The resulting number of RSUs was rounded to 2,507, the nearest whole number of units. Mr. Giuliano received RSUs equal to $180,000 divided by $51.86, representing $130,000 for the equity
componentEconomic Opportunities, Challenges and Risks
The U.S. government’s investment in services and capabilities in response to changing security challenges creates a complex and fluid business environment for V2X and other firms in this market. However, the U.S. continues to face substantial fiscal and economic challenges in addition to a varying political environment which could affect funding. The pace and depth of U.S. government acquisition reform and cost savings initiatives, combined with increased industry competitiveness to win long-term positions on key programs, could add pressure to revenue levels and profit margins. However, we expect the U.S. government will continue to place a high priority on national security and will continue to invest in affordable solutions. We believe that our capabilities, particularly in operations and logistics, aerospace, training and technology, should help our clients increase efficiency, reduce costs, improve readiness, and strengthen national security and, as a result, continue to allow for long-term profitable growth in our business. Further, the DoD budget remains the largest in the world and management believes our addressable portion of the annual retainer plus $50,000DoD budget offers substantial opportunity for growth.
The U.S. government's Fiscal Year (FY) begins on October 1 and ends on September 30. On December 29, 2022, the FY 2023 Omnibus Appropriations Act was signed into law by the President, providing $817 billion to the Defense Department. This reflects a $44 billion increase over the President’s FY 2023 budget request. The Fiscal 2024 budget request is expected to be submitted by the President in March 2023.
Past congressional actions have suspended and increased the debt ceiling at various times but in January 2023, the current statutory debt ceiling limit of $31.4 trillion was reached. As a result, the Treasury Department began taking accounting measures to continue financing the U.S. government while avoiding a breach. However, it is expected the U.S. government will exhaust these measures and that statutory action will be needed in 2023 to increase or suspend the debt ceiling.
While it is difficult to predict the specific course of future defense budgets, we believe many of the core functions we perform are mission-essential and that spending to maintain readiness, improve performance, increase service life, lower cost, and modernize digital and physical environments will continue to be a U.S. government priority. Our focus is on providing integrated solutions across the mission lifecycle that encompass (i) high consequence training; (ii) readiness/logistics/deployment; (iii) mission and infrastructure support, including rapid response contingency efforts; (iv) battlefield connectivity and communications; (v) maintenance, modification, repair, and overhaul of assets and aircraft; (vi) and upgrades and modernization across digital and physical environments. We develop and insert operational technologies across our solutions to improve efficiency and the outcomes of our clients' missions. We believe this aligns with our clients' intent to utilize and harden existing equipment, infrastructure, and assets rather than executing new purchases. While customers may reduce the level of services required from us, we do not currently anticipate the complete elimination of these services.
However, business conditions have become more challenging due to macroeconomic conditions, including inflation and rising interest rates. Given the current pace of inflation and other geopolitical factors, we are monitoring the impact of rising costs on our active and future contracts. To date, we have not experienced broad-based increases due to inflation in the costs of our fixed-price and time and materials contracts that are material to the business as a whole; however, if we begin to experience greater than expected inflation in our supply chain and labor costs, our profit margins, and in particular, our profit margin from fixed-price and time and materials contracts, which represent a substantial portion of our contracts, could be adversely affected. See Item 1A, "Risk Factors".
On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022, which includes, among other provisions, changes to the U.S. corporate income tax system. While we do not currently anticipate any impact on our business, we are continuing to evaluate the Inflation Reduction Act of 2022 and its requirements, as well as any potential impact on our business in future.
The information provided above does not represent a complete list of trends and uncertainties that could impact our business in either the near or long-term and should be considered along with the risk factors identified under the caption “Risk Factors” identified in Part 1, Item 1A in our Annual Report on Form 10-K for the equity component ofyear ended December 31, 2022 and the annual Non-Executive Chairman fee. The resulting number of RSUs for Mr. Giuliano was rounded to 3,471,matters identified under the nearest whole number of units.
Director Expenses
Vectrus reimburses Non-Management Directors for all business-related expenses they incur for travel to and from Board of Directors, Committee and shareholder meetings. The Company also reimburses costs related to educational programs and related subscriptions for directors and for other Company business-related expenses (including travel expenses of spouses if they are specifically invited to attend an event for appropriate business purposes). Director airfare is reimbursed at no greater than first-class travel rates.
Indemnification and Insurance
As permitted by its By-Laws, Vectrus indemnifies its directors to the full extent permitted by law and maintains insurance to protect the Directors from liabilities, including certain instances where it could not otherwise indemnify them.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee during 2021 were Messrs. Boston, Parker, Pillmore and Widman, with Mr. Boston serving as chair. No member of the Compensation Committee was, during the fiscal year, an officer or employee, or formerly an officer or employee, of Vectrus or involved in any related person transactions requiring disclosure in this Form 10-K/A.
No executive officer of Vectrus served as a:
•Member of the Compensation Committee (or other Board committee performing equivalent functions or, in the absence of any such committee, the entire Board) of another entity, one of whose executive officers served on the Compensation Committee of Vectrus.
•Director of another entity, one of whose executive officers served on the Compensation Committee of Vectrus; or
•Member of the Compensation Committee (or other Board committee performing equivalent functions or, in the absence of any such committee, the entire Board) of another entity, one of whose executive officers served as a director of Vectrus.
DISCUSSION OF FINANCIAL RESULTS
Year ended December 31, 2022, compared to Year ended December 31, 2021
Selected financial highlights are presented in the table below:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | Change |
| (In thousands) | | 2022 | | 2021 | | $ | | % |
| Revenue | | $ | 2,890,860 | | | $ | 1,783,665 | | | $ | 1,107,195 | | | 62.1 | % |
| Cost of revenue | | 2,595,848 | | | 1,623,245 | | | 972,603 | | | 59.9 | % |
| % of revenue | | 89.8 | % | | 91.0 | % | | | | |
| Selling, general and administrative expenses | | 239,241 | | | 98,400 | | | 140,841 | | | 143.1 | % |
| % of revenue | | 8.3 | % | | 5.5 | % | | | | |
| | | | | | | | |
| | | | | | | | |
| Operating income | | 55,771 | | | 62,020 | | | (6,249) | | | (10.1) | % |
| Operating margin | | 1.9 | % | | 3.5 | % | | | | |
| Interest expense, net | | (61,879) | | | (7,985) | | | (53,894) | | | 674.9 | % |
| | | | | | | | |
| (Loss) income before taxes | | (6,108) | | | 54,035 | | | (60,143) | | | (111.3) | % |
| % of revenue | | (0.2) | % | | 3.0 | % | | | | |
| Income tax expense | | 8,222 | | | 8,307 | | | (85) | | | (1.0) | % |
| Effective income tax rate | | (134.6) | % | | 15.4 | % | | | | |
| Net (loss) income | | $ | (14,330) | | | $ | 45,728 | | | $ | (60,058) | | | (131.3) | % |
Revenue
Our revenue increased by $1,107.2 million, or 62.1%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. Revenue increased $908.4 million due to the Merger and the remaining increase was from organic growth for legacy programs. Revenue from our U.S, Asia, Europe and Middle East programs increased by $916.0 million, $105.7 million, $61.7 million, and $23.8 million, respectively.
Cost of Revenue
Our cost of revenue increased by $972.6 million, or 59.9%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021, primarily due to increased revenue from the Merger and increased amortization of intangible assets.
Selling, General & Administrative (SG&A) Expenses
Our SG&A expenses increased by $140.8 million, or 143.1%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021, primarily due to the Merger, including $39.9 million of acquisition-related costs.
Operating Income
Our operating income decreased by $6.2 million, or 10.1%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021. Operating income as a percentage of revenue was 1.9% for the year ended December 31, 2022, compared to 3.5% for the year ended December 31, 2021. The decrease in operating income was primarily due to amortization of intangible assets and acquisition-related costs associated with the Merger.
Aggregate cumulative adjustments increased operating income by $13.3 million for the year ended December 31, 2022 and decreased operating income by $1.3 million for the year ended December 31, 2021. The aggregate cumulative adjustments for the years ended December 31, 2022 and December 31, 2021 related to changes in contract terms, program performance, customer changes in scope of work and changes to estimates in the reported period. Operating income was also impacted by labor mix and the cost differential between internal resources and subcontractors as well as the volume of other direct cost purchases.
Interest (Expense) Income, Net
Interest (expense) income, net for the years ended December 31, 2022 and 2021 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | Change |
| (In thousands) | | 2022 | | 2021 | | $ | | % |
| Interest income | | $ | 165 | | | $ | 161 | | | $ | 4 | | | 2.5 | % |
| Interest expense | | (62,044) | | | (8,146) | | | (53,898) | | | (661.6) | % |
| Interest expense, net | | $ | (61,879) | | | $ | (7,985) | | | $ | (53,894) | | | (674.9) | % |
Interest income is directly related to interest earned on our cash. Interest expense is directly related to borrowings under our senior secured credit facilities, the amortization of debt issuance costs, and derivative instruments used to hedge a portion of our exposure to interest rate risk. The increase in interest expense of $53.9 million for the year ended December 31, 2022 compared to the year ended December 31, 2021 was due to increased debt assumed with the Merger.
Income Tax Expense
We recorded income tax expense of $8.2 million and $8.3 million for the years ended December 31, 2022 and 2021, respectively, which represented effective income tax expense rates of (134.6)% and 15.4%, for the respective years. The increase in the effective income tax rate for the year ended December 31, 2022 compared to the year ended December 31, 2021 was due to increased non-deductible compensation, non-deductible transaction costs, foreign tax expenses, and state income tax expense which were partially offset by the release of prior year uncertain tax position and current year Foreign Derived Intangible Income (FDII) Deduction.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
Historically, we have generated operating cash flow sufficient to fund our working capital, capital expenditures and financing requirements. We expect to fund our ongoing working capital, capital expenditure and financing requirements, and pursue additional growth through new business development and potential acquisition opportunities by using cash flows from operations, cash on hand, our credit facilities and the issuance of equity and/or debt securities as appropriate given market conditions. Our future cash needs are expected to include cash for operating activities, working capital, capital expenditures, strategic investments, and periodic principal and interest payments on our debt.
If our cash flows from operations are less than we expect, we may need to access the long-term or short-term capital markets. Although we believe that our current financing arrangements will permit us to finance our operations on acceptable terms and conditions, our access to and the availability of financing on acceptable terms and conditions in the future will be impacted by many factors, including: (i) our credit ratings or absence of a credit rating, (ii) the liquidity of the overall capital markets and (iii) the current state of the economy. We cannot provide assurance that such financing will be available to us on acceptable terms or that such financing will be available at all.
To date, COVID-19 has not had a significant impact on our liquidity, cash flows or capital resources. However, COVID-19 led to disruption and volatility in the global capital markets and global supply chain, which, depending on future developments, could impact our capital resources and liquidity in the future.
The CARES Act, signed into law in March 2020 in response to the COVID-19 pandemic, provided a deferral of payroll tax payments from which we benefited by deferring cash outlays of $16.8 million in 2020. This had the effect of increasing cash outlays for payroll taxes by $8.1 million during the first quarter of 2022.
On the Closing Date, the outstanding debt from the Amended Term Loan and the Amended Revolver, $50.2 million and $40.0 million, respectively, was repaid, with proceeds from the First Lien Incremental Term Tranche credit facility, and related guarantees and liens were discharged and released. For additional discussion of the Company’s indebtedness, see Note 10, Debt, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
In conjunction with the Merger, V2X assumed first and second lien debt of $1,182.7 million and $185.0 million, respectively. In addition, an ABL Credit Agreement was assumed that provides for the ABL Facility of up to an aggregate amount of $200.0 million in the ABL Loans. The Vertex ABL Credit Agreement also provides for (i) a $30.0 million sublimit of availability for letters of credit, and (ii) a $10.0 million sublimit for short-term borrowings on a swingline basis. The Company voluntarily prepaid $25.0 million of its second lien debt on December 30, 2022.
The Company recognized $39.9 million of M&A-related costs that were expensed as incurred during 2022. These costs increased cash outlays for Merger related payments by $45.8 million during the year.
The cash presented on our Consolidated Balance Sheets consists of U.S. and international cash from wholly-owned subsidiaries. Approximately$25.5 million of our total $116.1 million in unrestricted cash as of December 31, 2022 is held by our foreign subsidiaries and is not available to fund U.S. operations unless repatriated. We do not currently expect that we will
be required to repatriate undistributed earnings of foreign subsidiaries. We expect our U.S. domestic cash resources will be sufficient to fund our U.S. operating activities and cash commitments for financing activities.
Subsequent Events: Debt Refinancing
On February 28, 2023, Vertex Aerospace Services Corp. (the “Borrower”), an indirect, wholly owned subsidiary of the Company, entered into a credit agreement (the “Credit Agreement”) among the lenders identified therein and Bank of America, N.A., as administrative agent, collateral agent, swingline lender and letter of credit issuer. The Credit Agreement provides for $750 million in senior secured financing, with a first lien on substantially all the Borrower’s assets, consisting of a $500 million five-year Revolving Credit Facility and a five-year $250 million Term Loan. The proceeds of these Credit Facilities were used to, among other things, (i) repay a portion of the First Lien Credit Agreement, (ii) repay the entire outstanding amount of the Second Lien Credit Agreement, and (iii) repay the entire outstanding ABL Credit Facility.
Sources and Uses of Liquidity
Cash, accounts receivable, unbilled receivables, and accounts payable are the principal components of our working capital and are generally driven by our level of revenue with other short-term fluctuations related to payment practices by our customers and the timing of our billings. Our receivables reflect amounts billed to our customers, as well as the revenue that was recognized in the preceding month, which is normally billed the month following each balance sheet date.
The total amount of our accounts receivable can vary significantly over time and is sensitive to revenue levels and the timing of payments received from our customers. Days sales outstanding (DSO) is a metric used to monitor accounts receivable levels. The Company determines its DSO by calculating the number of days necessary to exhaust its ending accounts receivable balance based on its most recent historical revenue. Our DSO was 68 and 75 as of December 31, 2022 and 2021, respectively.
The following table sets forth net cash provided by (used in) operating activities, investing and financing activities.
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (In thousands) | | 2022 | | 2021 | | 2020 |
| Operating activities | | $ | 93,495 | | | $ | 61,339 | | | $ | 64,081 | |
| Investing activities | | 175,958 | | | (12,643) | | | (138,025) | |
| Financing activities | | (193,236) | | | (75,585) | | | 105,774 | |
| Foreign exchange | | 1,337 | | | (3,325) | | | 1,579 | |
| Net change in cash | | $ | 77,554 | | | $ | (30,214) | | | $ | 33,409 | |
Trends in our operating cash flows tend to follow trends in operating income, excluding non-cash charges and tax law changes such as the CARES Act. Net cash provided by operating activities increased for the year ended December 31, 2022, as compared to the year ended December 31, 2021, due primarily to the Merger.
Net cash provided by operating activities for the year ended December 31, 2022 consisted of cash inflows from non-cash income items of $100.6 million and a decrease in net working capital requirements of $47.7 million, partially offset by a net loss of $14.3 million and cash outflows for other non-current assets and liabilities of $40.5 million.
Net cash provided by operating activities for the year ended December 31, 2021 consisted of net income of $45.7 million and non-cash items of $25.9 million and a decrease in net working capital requirements of $3.1 million, partially offset by cash outflows deferred taxes of $7.3 million and other non-current assets and liabilities of approximately $6.1 million.
Net cash provided by investing activities for the year ended December 31, 2022 consisted of $193.7 million of cash acquired in the Merger. This was partially offset by $12.4 million of net capital expenditures for the purchase of computer hardware and software, and equipment related to ongoing operations and $5.3 million of cash disbursed in a business disposition.
Net cash used in investing activities for the year ended December 31, 2021 consisted of $9.8 million of net capital expenditures for the purchase of computer hardware and software, intangible assets, and equipment and $3.1 million for a joint venture contribution. These outflows were partially offset by inflows from a $0.3 million business acquisition purchase price adjustment.
Net cash used in financing activities during the year ended December 31, 2022 consisted of repayments of long-term debt of $108.4 million, payment of debt issuance costs of $2.3 million and payments of $2.0 million for employee withholding taxes on share-based compensation. During 2022, we also borrowed and repaid $392.0 million and $472.9 million, respectively, on the Amended Revolver. These cash outflows were partially offset by $0.4 million received from the exercise of stock options.
Net cash used in financing activities during the year ended December 31, 2021 consisted of net repayments on the Amended Revolver of $65.0 million, long-term debt payments of $8.6 million, and payments of $2.4 million for employee
withholding taxes on share-based compensation. This was partially offset by $0.4 million received from the exercise of stock options.
Capital Resources
As of December 31, 2022, we held cash and cash equivalents of $116.1 million, which included $25.5 million held by foreign subsidiaries and had $184.4 million of available borrowing capacity under the ABL Facility, which expires on June 29, 2026. We believe that our cash as of December 31, 2022, as supplemented by cash flows from operations and our credit facilities, will be sufficient to fund our anticipated operating costs, capital expenditures and current debt repayment obligations for at least the next 12 months.
Contractual Obligations
Our commitments to make future payments under long-term contractual obligations were as follows, as of December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Payments Due in Period |
| | | | | | | | | | |
| (In thousands) | | Total | | Less than 1 Year | | 1 - 3 Years | | 3 - 5 Years | | More than 5 Years |
| Operating leases | | $ | 65,603 | | | $ | 19,588 | | | $ | 22,313 | | | $ | 12,437 | | | $ | 11,265 | |
| Principal payments on Vertex First Lien Credit Agreements¹ | | 1,176,763 | | | 11,850 | | | 23,700 | | | 23,700 | | | 1,117,513 | |
| Principal payments on Vertex Second Lien Credit Agreement¹ | | 160,000 | | | — | | | — | | | — | | | 160,000 | |
| Interest on Vertex First and Second Lien Credit Agreements | | 688,689 | | | 115,603 | | | 228,636 | | | 222,872 | | | 121,578 | |
| Total | | $ | 2,091,055 | | | $ | 147,041 | | | $ | 274,649 | | | $ | 259,009 | | | $ | 1,410,356 | |
| ¹ Includes unused funds fee and is based on the December 31, 2022 interest rate and outstanding Credit Agreement balance | | | | | | | | | | |
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Estimates are revised as additional information becomes available. Management believes that the accounting estimates employed and the resulting balances are reasonable; however, actual results in these areas could differ from management's estimates under different assumptions or conditions.
Significant accounting policies used in the preparation of the Consolidated Financial Statements are discussed in Note 1, Description of Business and Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. We believe that the assumptions and estimates associated with revenue recognition, business combinations, goodwill impairment, intangible assets and income taxes have the greatest potential impact on our financial statements because they are inherently uncertain, involve significant judgments, and include areas where different estimates reasonably could materially impact the financial statements. We discuss below significant critical accounting policies. Management believes that the accounting estimates employed and the resulting balances are reasonable; however, actual results in these areas could differ from management's estimates under different assumptions or conditions.
Revenue Recognition
We account for revenue following the guidance in Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606). As a defense contractor engaging in long-term contracts, substantially all of our revenue is derived from long-term service contracts. The unit of account for revenue in ASC Topic 606 is a performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. To determine the proper revenue recognition method, consideration is given as to whether a single contract should be accounted for as more than one performance obligation. For most of our contracts, the customer contracts with us to perform an integrated set of tasks and deliverables as a single service solution, whereby each service is not separately identifiable from other promises in the contract and therefore is not distinct. As a result, when an integrated set of tasks exists, the contract is accounted for as one performance obligation. Unexercised contract options and IDIQ contracts are considered to be separate performance obligations when the option or IDIQ task order is exercised or awarded. Our performance obligations are satisfied over time as services are provided throughout the contract term. We recognize revenue over time using the input method (e.g., costs incurred to date relative to total estimated costs at completion) to measure
progress. Our over time recognition is reinforced by the fact that our customers simultaneously receive and consume the benefits of our services as they are performed.
Accounting for contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For contracts, we estimate the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognize that profit over the life of the contract. When the estimates of total costs to be incurred on a contract exceed total estimates of the total revenue to be earned on the contract, a provision for the entire loss is determined at the contract level and recognized in the period in which the loss was determined.
Contract estimates are based on various assumptions to project the outcome of future events. These assumptions include labor productivity and availability, the complexity of the services being performed, the cost and availability of materials, the performance of subcontractors, and the availability and timing of funding from the customer.
The nature of our contracts gives rise to several types of variable consideration, including award and incentive fees, inspection of supplies and services, undefinitized change orders, and fluctuation in allowable indirect reimbursable costs. We include award or incentive fees in the estimated transaction price when there is certainty and a basis to reasonably estimate the amount of the fee. These estimates are based on historical award experience, anticipated performance and our best judgment at the time. The inspection of supplies and services is a factor because the U.S. government can reduce the transaction price if we do not perform the services in compliance with contract requirements. Variable consideration associated with undefinitized change orders is included to the extent that related estimated costs have been included in the expected costs to complete a contract. The fluctuation of allowable indirect reimbursable costs is a factor because the U.S. government has the right to review our accounting records and retroactively adjust the reimbursable rate. Any prior adjustments are reflected in the U.S. government reserve amounts recorded in our financial statements. We estimate variable consideration at the most likely amount that we expect to be entitled to receive. Refer to Note 15, Commitments and Contingencies, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion regarding U.S. government reserve amounts.
As a significant change in one or more of these estimates could affect the profitability of our contracts, we review and update our contract estimates regularly. We recognize adjustments in estimated profit on executed contracts cumulatively. The impact of the adjustments on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the quarter it is identified.
Contracts are often modified to account for changes in contract specifications and requirements. If the modification either creates new enforceable rights and obligations or changes the existing enforceable rights and obligations, the modification will be treated as a separate contract. Our contract modifications, except for those to exercise option years, have historically not been distinct from the existing contract and have been accounted for as if they were part of that existing contract.
The timing of revenue recognition, billings and cash collections results in billed and unbilled accounts receivable (contract assets) and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheets. Amounts are billed as work progresses in accordance with agreed-upon contractual terms at periodic intervals (e.g., biweekly or monthly). Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, we may receive advances or deposits from our customers, before revenue is recognized, resulting in contract liabilities. These advance billings and payments are not considered significant financing components because they are frequently intended to fund current operating expenses under the contract. These assets and liabilities are reported on the Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period.
See Note 1, Description of Business and Summary of Significant Accounting Policies, and Note 4, Revenue, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion.
Business Combinations, Goodwill and Other Intangible Assets
The purchase price of an acquired business is allocated to the tangible assets, financial assets and separately recognized intangible assets acquired less liabilities assumed based upon their respective fair values, with the excess recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires significant judgment, which includes, among other factors, analysis of historical performance and estimates of future performance. These factors may cause final amounts to differ materially from original estimates. In some cases, we use discounted cash flow analyses, which are based on our best estimate of future revenue, earnings and cash flows as well as our discount rate adjusted for risk.
Goodwill is not amortized, but instead is tested for impairment annually (or more frequently if impairment indicators arise, such as changes to the reporting unit structure or significant adverse changes in the business climate). We conduct our annual impairment testing as of the beginning of the fourth fiscal quarter. In reviewing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If we elect to perform a qualitative assessment and determine that an impairment is more likely than not, we then perform a
quantitative impairment test as described below. Otherwise, no further analysis is required. We also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test.
For the quantitative impairment test we compare the estimated fair value of a reporting unit to its carrying value, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit, including goodwill, exceeds its estimated fair value, a goodwill impairment loss is recognized in an amount equal to that excess limited to the total amount of goodwill allocated to that reporting unit while taking into consideration the related income tax effect from any tax-deductible goodwill.
For 2022 and 2021, we used the qualitative approach to assess goodwill for impairment. No impairment charges related to goodwill were recorded during 2022 and 2021.
We recognize acquired intangible assets apart from goodwill whenever the intangible assets arise from contractual or other legal rights, or whenever they can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Amortizable intangible assets are being amortized over useful lives of four to eight years. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the assets.
Income Taxes
We determine the provision or benefit for income taxes using the asset and liability approach. Under this approach, deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities, applying enacted tax rates in effect for the year in which we expect the differences will reverse. Based on the evaluation of available evidence, we recognize future tax benefits, such as net operating loss carryforwards, to the extent that we believe it is more likely than not we will realize these benefits. We periodically assess the likelihood that we will be able to recover our deferred tax assets and reflect any changes to our estimate of the amount we are more likely than not to realize in the valuation allowance, with a corresponding adjustment to earnings or other comprehensive income (loss), as appropriate.
Our effective tax rate reflects the impact of certain undistributed foreign earnings for which we have not recognized U.S. taxes because we plan to reinvest such earnings indefinitely outside the U.S. We plan foreign earnings remittance amounts based on projected cash flow needs, as well as the working capital and long-term investment requirements of our foreign subsidiaries and our domestic operations. Based on these assumptions, we estimate the amount we will distribute to the U.S. and recognize the U.S. federal taxes due only on these amounts. Material changes in our estimates of cash, working capital and long-term investment requirements in the various jurisdictions in which we do business could impact our actual remittance amounts and, accordingly, our effective tax rate.
The calculation of our tax liabilities involves uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations. We recognize potential liabilities and record tax liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. Furthermore, we recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
We adjust our liability for unrecognized tax benefits in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional tax expense would result. If a payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary to be provided.
New Accounting Standards Updates
See Part II, Item 8, Note 2, Recent Accounting Standards Updates, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for information regarding accounting standards updates.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our earnings, cash flows and financial position are exposed to market risks relating to fluctuations in interest rates and foreign currency exchange rates. All of the potential changes noted below are based on information available as of December 31, 2022.
Interest Rate Risk
Each one percentage point change associated with the variable rate Vertex First Lien Credit Agreement and Vertex Second Lien Credit Agreement would result in a $13.4 million change in our related annual cash interest expenses.
Assuming our ABL Facility was fully drawn to a principal amount equal to $200.0 million, each one percentage point change in interest rates would result in a $2.0 million change in our annual cash interest expense.
In the past, we entered into interest rate swap derivative instruments to manage our exposure to interest rate risk related to our Amended Term Loan. On June 29, 2022, in conjunction with our planned extinguishment of the related hedged debt interest expense, we terminated our remaining interest rate swaps that were designated and qualified as effective cash flow hedges. For additional information regarding our derivative instruments, see Note 11, Derivative Instruments, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
Foreign Currency Exchange Risk
The majority of our business is conducted in U.S. dollars. However, we are required to transact in foreign currencies for some of our contracts, resulting in some assets and liabilities denominated in foreign currencies. As a result, our earnings may experience volatility related to movements in foreign currency exchange rates. In the past, we entered into forward foreign exchange contracts to buy or sell various foreign currencies to selectively protect against volatility in the value of non-functional currency denominated monetary assets and liabilities. The impact of the related contracts on our Consolidated Statements of Income and our Consolidated Balance Sheets was immaterial and related hedging was discontinued. Our forward contracts expired in January 2022 and no such contracts are outstanding as of December 31, 2022.
For additional information on our interest rate and foreign currency hedge contracts, refer to Note 11, Derivative Instruments, in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Consolidated Financial Statements herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2022. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in reports the Company files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to management to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
As discussed in Part I, Item 1, “Business” of this Annual Report on Form 10-K, the Company completed the Merger with Vertex on July 5, 2022. As permitted by interpretive guidance for newly acquired businesses issued by the SEC Staff, management has excluded the internal control over financial reporting (ICFR) of Vertex and its consolidated subsidiaries from the evaluation of the Company's effectiveness of its disclosure controls and procedures as of December 31, 2022. Since the date of Merger, Vertex's financial results are included in the Company's Consolidated Financial Statements. Total assets, excluding goodwill and intangible assets, and revenues of Vertex that were excluded from management's assessment constitute 45.1% of the Company's consolidated total assets, excluding goodwill and intangible assets as of December 31, 2022 and 31.4% of consolidated total revenues for the year ended December 31, 2022. As part of our post-closing integration activities, we are engaged in the process of assessing the internal controls. The Company has begun to integrate policies, processes, people, technology and operations for the post-acquisition combined company, and it will continue to evaluate the impact of any related changes to ICFR.
Other than the items discussed above, there were no changes in our ICFR that occurred during the year ended December 31, 2022, that materially affected, or are reasonably likely to materially affect, our ICFR.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate ICFR, as defined in Rule 13a-15(f) of the Exchange Act. Our management conducted an evaluation of the effectiveness of our ICFR based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Based on this evaluation, management concluded that our ICFR was effective as of December 31, 2022. Management reviewed the results of its assessment with our Audit Committee.
The effectiveness of the Company’s ICFR as of December 31, 2022 was audited by RSM US LLP, an independent registered public accounting firm, as stated in their report included herein.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there may be resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of V2X, Inc.
Opinion on the Internal Control Over Financial Reporting
We have audited V2X, Inc.'s (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2022, the related consolidated statements of (loss) income, comprehensive (loss) income, changes in shareholders’ equity and cash flows for the year ended December 31, 2022, and the related notes to the consolidated financial statements of the Company and our report dated March 2, 2023, expressed an unqualified opinion.
As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Vertex Aerospace Services Holding Corp. from its assessment of internal control over financial reporting as of December 31, 2022, because it was acquired by the Company in a purchase business combination in the third quarter of 2022. We have also excluded Vertex Aerospace Services Holding Corp. from our audit of internal control over financial reporting. Vertex Aerospace Services Holding Corp. is a wholly owned subsidiary whose total assets, excluding goodwill and intangible assets, and revenues represent approximately 45.1% and 31.4%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ RSM US LLP
McLean, Virginia
March 2, 2023
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information called for by Item 10 is incorporated herein by reference to the definitive proxy statement for the Company’s 2023 Annual Meeting of Shareholders (the 2023 Proxy Statement) to be filed within 120 days after the Company's fiscal year ended December 31, 2022 pursuant to Regulation 14A of the Exchange Act, except that the information called for by Item 10 with respect to executive officers is set forth in Part I, Item 1, "Business" in this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information called for by Item 11 is incorporated herein by reference to the 2023 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
| | | | | | | | | | | | | | | | | | | | |
| Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (Millions)
(a) | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($)
(b) | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (Millions) |
| Equity Compensation Plans Approved by Security Holders | | 0.059 (1) | | 23.19 (2) | | 0.8 (3) |
| Equity Compensation Plans Not Approved by Security Holders | | — | | — | | — |
| Total | | 0.059 | | 23.19 | | 0.8 |
(1) The weighted-average remaining contractual life of the total number of outstanding options was 3.63 years as disclosed in Note 16information called for by Item 12 is incorporated herein by reference to the Consolidated Financial Statements in the Company's 2021 Annual Report on Form 10-K. Vectrus has RSU awards outstanding covering 0.245 million shares as of December 31, 2021. When added to the 0.059 million options outstanding, Vectrus has awards outstanding as of December 31, 2021 covering a total of 0.304 million shares.
(2) The weighted-average exercise price pertains only to 0.059 million outstanding options and excludes outstanding RSUs.
(3) As of December 31, 2021, the number of shares of common stock available for future issuance under the 2014 Plan with respect to options and RSU awards was approximately 0.8 million shares, which is included in the total above.
Security Ownership of Certain Beneficial Owners and Management
The following table shows, as of February 1, 2022, the beneficial ownership of Vectrus common stock and options exercisable within 60 days of that date by each director, by each of the executive officers named in the Summary Compensation Table, and by all directors and executive officers as a group, as well as each person known to us to beneficially own more than 5% of our outstanding common stock. In addition, we have provided information about ownership of options and RSUs that provides economic linkage to Vectrus common stock but does not represent actual beneficial ownership of shares. The number of shares beneficially owned by each Non-Management Director or executive officer has been determined under the rules of the SEC, which provide that beneficial ownership includes any shares as to which a person has the right to acquire beneficial ownership within 60 days through the exercise of any option or other right. Unless otherwise indicated, each Non-Management Director or executive officer has sole voting and dispositive power or shares those powers with his or her spouse.
Each person or entity has reported sole voting and investment power with respect to the shares beneficially owned by that person or entity, except as otherwise indicated. The percentages below for the beneficial owners holding more than 5% are based on the number of shares of our common stock issued and outstanding as of December 31, 2021. The information regarding persons owning more than 5% of our outstanding common stock is based solely on the most recent Schedule 13D or 13G filings with the SEC on behalf of such persons.
There were 11,738,546 shares of Vectrus common stock outstanding on February 1, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Amount and Nature of Beneficial Ownership (1) | | Additional Economic Linkage Information |
| Name and Address of Beneficial Owner | | Shares Owned (2) | | Right to Acquire (3) | | Total Shares Beneficially Owned | | Percent Beneficially Owned | | Total RSUs | | Total Unvested Options |
| 5% Shareholders | | | | | | |
| Fidelity Management & Research Co. LLC (4) | | 1,557,168 | | — | | 1,557,168 | | 13.3% | | — | | — |
| BlackRock (5) | | 960,517 | | — | | 960,517 | | 8.2% | | — | | — |
| Dimensional Fund Advisors, Inc. (6) | | 641,067 | | — | | 641,067 | | 5.5% | | — | | — |
| Polar Asset Management Partners, Inc. (7) | | 625,055 | | — | | 625,055 | | 5.3% | | — | | — |
| The Vanguard Group, Inc. (8) | | 585,173 | | — | | 585,173 | | 5.0% | | — | | — |
Directors and Named Executive Officers (9) | | | | | | |
| Louis J. Giuliano | | 56,357 | | — | | 56,357 | | * | | 3,471 | | — |
| Bradford J. Boston | | 20,072 | | — | | 20,072 | | * | | 2,507 | | — |
| Mary L. Howell | | 23,812 | | — | | 23,812 | | * | | 2,507 | | — |
| William F. Murdy | | 21,072 | | — | | 21,072 | | * | | 2,507 | | — |
| Melvin F. Parker | | 9,070 | | — | | 9,070 | | * | | 2,507 | | — |
| Eric M. Pillmore | | 27,072 | | — | | 27,072 | | * | | 2,507 | | — |
| Stephen L. Waechter | | 29,072 | | — | | 29,072 | | * | | 2,507 | | — |
| Phillip C. Widman | | 30,072 | | — | | 30,072 | | * | | 2,507 | | — |
| Charles L. Prow | | 50,709 | | 43,486 | | 94,195 | | * | | 39,567 | | — |
| Susan D. Lynch | | 3,395 | | 2,701 | | 6,096 | | * | | 8,413 | | — |
| Susan L. Deagle | | 7,649 | | 9,336 | | 16,985 | | * | | 7,047 | | — |
| David A. Hathaway | | 8,313 | | — | | 8,313 | | * | | — | | — |
| Kevin T. Boyle | | 6,974 | | 3,375 | | 10,349 | | * | | 6,175 | | — |
| Kenneth W. Shreves | | 5,282 | | 2,147 | | 7,429 | | * | | 4,048 | | — |
| All executive officers and directors as a group (18 persons) | | 318,604 | | 83,619 | | 402,223 | | 3.4% | | 96,407 | | — |
* Less than 1% of the outstanding shares of common stock.
(1) None of the directors or NEOs have pledged Vectrus shares as security.
(2) Includes shares for which the named person has sole voting and investment power or shared voting and investment power with a spouse. Excludes shares that may be acquired through stock option exercises.
(3) Includes stock options and RSUs. Shares of common stock subject to options currently exercisable or exercisable within 60 days of February 1, 2022 and RSUs that will become vested within 60 days of February 1, 2022 are deemed outstanding and beneficially owned by the person holding such options or RSUs for purposes of computing the number of shares and percentage beneficially owned by such person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person.
(4) As reported on a Schedule 13G/A filed on February 9, 2022, Fidelity Management & Research Co. LLC has sole voting power with respect to 244,995 shares of common stock, sole dispositive power with respect to 1,557,168 shares of common stock, and shared voting power and shared dispositive power with respect to 0 shares of common stock. The address for Fidelity Management & Research Co. LLC is 245 Summer Street, Boston, MA 02210.
(5) As reported on a Schedule 13G/A filed on February 3, 2022, BlackRock has sole voting power with respect to 919,414 shares of common stock, sole dispositive power with respect to 960,517 shares of common stock, and shared voting power and shared dispositive power with respect to 0 shares of common stock. The address for BlackRock is 55 East 52nd Street, New York, NY 10055.
(6) As reported on a Schedule 13G/A filed on February 8, 2022, Dimensional Fund Advisors, Inc. has sole voting power with respect to 624,675 shares of common stock, sole dispositive power with respect to 641,067 shares of common stock, and shared voting power and shared dispositive power with respect to 0 shares of common stock. The address for Dimensional Fund Advisors, Inc. is 6300 Bee Cave Road, Building One, Austin, TX 78746.
(7) As reported on a Schedule 13G filed on February 11, 2022, Polar Asset Management Partners, Inc. has sole voting power with respect to 625,055 shares of common stock, sole dispositive power with respect to 625,055 shares of common stock, and shared voting power and shared dispositive power with respect to 0 shares of common stock. The address for Polar Asset Management Partners, Inc. is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.
(8) As reported on a Schedule 13G/A filed on February 10, 2022, The Vanguard Group, Inc. has sole voting power with respect to 0 shares of common stock, sole dispositive power with respect to 565,098 shares of common stock, shared voting power with respect to 12,984 shares of common stock, and shared dispositive power with respect to 20,075 shares of common stock. The address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.
(9) The address of each of the Directors and NEOs listed is c/o Vectrus, Inc., 2424 Garden of the Gods Road, Ste. 300, Colorado Springs, CO 80919.2023 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
PoliciesThe information called for Approving Related Person Transactions
The Company and the Board have adopted formal written policies for evaluation of potential related person transactions, as that termby Item 13 is defined in the SEC’s rules for related person disclosure, which provide for review and pre-approval of transactions which may or are expected to exceed $120,000 involving Non-Management Directors, executive officers, beneficial owners of five percent or more of the Company’s common stock or other securities and any immediate family of such persons. The Company’s policy generally groups transactions with related persons into two categories: (1) transactions requiring the approval of the Nominating and Governance Committee and (2) certain transactions, including ordinary course transactions below established financial thresholds, that are deemed pre-approvedincorporated herein by the Nominating and Governance Committee. In reviewing related person transactions that are not deemed pre-approved for approval or ratification, the Nominating and Governance Committee considers the relevant facts and circumstances, including:
•Whether terms or conditions of the transaction are generally available to third parties under similar terms or conditions;
•Levels of interest or benefitreference to the related person;2023 Proxy Statement.
•Availability of alternative suppliers or customers; and
•Benefit to the Company.
The Nominating and Governance Committee is deemed to have pre-approved certain transactions identified in Item 404(a) of Regulation S-K that are not required to be disclosed even if the amount involved exceeds $120,000. In addition, any transaction with another company at which a related person’s only relationship is as an employee (other than an executive officer), director and/or beneficial owner of less than 10% of that company’s shares is deemed pre-approved; provided, however, that with respect to directors, if a director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues, such transaction shall be reviewed by the Nominating and Governance Committee and not be considered appropriate for automatic pre-approval. Regardless of whether a transaction is deemed pre-approved, all transactions in any amount are required to be reported to the Nominating and Governance Committee. Subsequent to the adoption of the written procedures above, the Company has followed these procedures regarding all reportable related person transactions.
The Company’s Related Party Transaction Policy is posted on the Company’s website at: http://investors.vectrus.com/govdocs. A copy of the Related Party Transaction Policy will be provided, free of charge, to any shareholder upon request to the Corporate Secretary of Vectrus.
There were no related person transactions in 2021 that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Director Independence
The Company’s Corporate Governance Principles require that a majority of the Directors be independent directors. Additionally, the Company’s Non-Management Directors must meet the independence standards of the NYSE and the Company’s Corporate Governance Principles. The charters of the Audit, Compensation, and Nominating and Governance Committees require all members of those committees to be independent directors, in accordance with the rules of the NYSE. The Strategy Committee charter requires that a majority of the members of the Strategy Committee be independent directors in accordance with the rules of the NYSE.
Each year, the Company’s directors and executive officers complete questionnaires designed to elicit information about potential related person transactions. Additionally, directors and executive officers must promptly advise the Corporate Secretary if there are any changes to the information previously provided.
The Nominating and Governance Committee annually reviews and considers all relevant facts and circumstances with respect to the independence of each director prior to recommending selection as part of the slate of directors presented to the shareholders for election at the Company’s Annual Meeting of Shareholders. The Nominating and Governance Committee
reviews its recommendations with the full Board, which separately considers and evaluates the independence of directors standing for re-election using the standards described above.
The Board has considered whether there were any regular commercial sales and payments in the ordinary course of business to companies where any of the directors serve as an employee, executive officer or director, as well as whether there were any charitable contributions with respect to each of the Non-Management Directors. The Board determined that there were no such sales to Vectrus or purchases by Vectrus, other than de minimis amounts.
In no instance was a director a current employee, nor was an immediate family member of a director a current executive officer, of a company that has made payments to, or received payments from the Company for property or services in an amount which, in any of the last three fiscal years, exceeded the greater of $1 million, or 2% of each respective company’s consolidated gross revenues. The Board determined that there were no Company charitable contributions to any non-profit organizations affiliated with any of the Non-Management Directors. Accordingly, no contribution exceeded the greater of $1 million or 2% of the consolidated gross revenues of any non-profit organization. In addition, with respect to each Non-Management Director, Vectrus made no contribution of $120,000 or greater to any charitable or non-profit organization. The Board also considered that there were no contributions to any nonprofit organization, charity or private foundation over $10,000 requiring approval under the Company’s Charitable Contribution Conflict of Interest Policy for directors and senior management.
In affirmatively determining the independence of directors who serve on the Compensation Committee, the Board also considered other factors it considered relevant to determining whether any such director has a relationship to the Company which is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member, including, among other things, the source of compensation of each such director, including any consulting, advisory or other compensatory fees paid by the Company, and whether the director has an affiliate relationship with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company.
Based on its review, the Board of Directors has affirmatively determined, after considering all relevant facts and circumstances, that each of Messrs. Boston, Giuliano, Murdy, Parker, Pillmore, Waechter and Widman, and Ms. Howell is independent and none has a material relationship with the Company and that all Non-Management Directors, including all members of the Audit, Compensation, Nominating and Governance and Strategy Committees, meet NYSE corporate governance rules and independence standards for listed companies, which is also the independence standard for directors as set forth in the Company’s Corporate Governance Principles. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships, among others. Mr. Prow is the President and Chief Executive Officer of Vectrus and is not an independent director.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Independent Registered Public Accounting Firm Fees
The Audit Committee has appointed Deloitte & Touche, LLP as our independent registered public accounting firminformation called for 2022. Deloitte has served as the Company’s independent auditors since 2013. For the year ended December 31, 2021, we paid Deloitte fees totaling $1,689,180 which are categorized below. Aggregate fees billed to us represent fees billed by the member firms of Deloitte Touche Tohmatsu Limited and their respective affiliates.
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| | | Fiscal Year Ended |
| | 2021 ($) | | 2020 ($) |
| Audit Fees (1) | | 1,647,285 | | 1,264,222 |
| Audit-Related Fees (2) | | 40,000 | | 40,000 |
| Tax Fees (3) | | N/A | | N/A |
| All Other Fees (4) | | 1,895 | | 1,895 |
| Total | | 1,689,180 | | 1,306,117 |
(1) Fees for audit services billed in 2021 and 2020 consisted of:
•Audit of our annual consolidated financial statements;
•Audit of our internal controls pursuant to Section 404 of the Sarbanes-Oxley Act of 2002;
•Reviews of our quarterly financial statements; and
(2) Fees for audit-related services billed in 2021 and 2020.
•Performance of agreed-upon procedures relatingItem 14 is incorporated herein by reference to the proxy statement and annual incentive program.
(3) No fees were billed to Vectrus for tax services performed in 2021 and 2020.
(4) All Other Fees:
•Subscription based services for 2021 and 2020.
Pre-Approval of Audit and Non-Audit Services
The Audit Committee pre-approves audit and permitted non-audit services provided by Deloitte. The Audit Committee has also adopted a policy on pre-approval of permitted audit related and non-audit services provided by Deloitte and permitted certain non-audit services provided by outside internal audit service providers. The purpose of the policy is to identify thresholds for services, project amounts and circumstances where Deloitte and any outside internal audit service providers may perform permitted non-audit services. A second level of review and approval by the Audit Committee is required when such permitted non-audit services, project amounts, or circumstances exceed specified amounts. The policy and its implementation are reviewed and reaffirmed on a regular basis to assure conformance with applicable rules.
The Audit Committee has determined that, where practical, all permitted audit-related and non-audit services shall first be placed for competitive bid prior to selection of a service provider. Management may select the party deemed best suited for the particular engagement, which may or may not be Deloitte
Providers other than Deloitte shall be preferred in the selection process for permitted audit-related and non-audit service-related work. The Audit Committee has approved specific categories of audit, audit-related and tax services incremental to the normal auditing function, which Deloitte may provide without further Audit Committee pre-approval. These categories include, among others, the following:
1.Professional services rendered for the audits of our consolidated financial statements, statutory audits, reviews of our quarterly consolidated financial statements and assistance with review of documents filed with the SEC. Due diligence, closing balance sheet audit services, purchase price dispute support and other services related to mergers, acquisitions and divestitures;
2.Employee benefit plan independent audits and preparation of tax returns for our defined contribution, defined benefit and health and welfare benefit plans, and preparation of the associated tax returns;
3.Tax compliance and certain tax planning; and
4.Accounting consultations and support related to new or existing accounting standards.
The Audit Committee has also approved specific categories of audit-related services, including the assessment and review of internal controls and the effectiveness of those controls, which outside internal audit service providers may provide without further approval.2023 Proxy Statement.
If fees for any pre-approved non-audit services provided by either Deloitte or any outside internal audit service provider exceed a pre-determined threshold during any calendar year, any additional proposed non-audit services provided by that service provider must be submitted for second-level approval by the Audit Committee. Other audit, audit-related and tax services which have not been pre-approved are subject to specific prior approval. The Audit Committee reviews the fees paid or committed to Deloitte on at least a quarterly basis.
We may not engage Deloitte to provide the services described below:
1.Bookkeeping or other services related to the accounting records or financial statements of the Company;
2.Financial information systems design and implementation;
3.Appraisal or valuation services, fairness opinions, or contribution-in-kind reports;
4.Actuarial services;
5.Internal audit outsourcing services;
6.Management functions or human resources services;
7.Broker-dealer, investment adviser or investment banking services; or
8.Legal services and other expert services unrelated to the audit.
Employees of Deloitte who are senior manager level or above, including lead or concurring partners or other significant audit partners and who have been involved with us in the independent audit, may not be employed by us in any capacity for a period of two years after the termination of their activities on our account.
PART IV
ITEM 15. EXHIBITSEXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a)Documents filed as a part of this report:
(2) 1.See Index to Consolidated Financial Statements appearing on page F-1 for a list of the financial statements filed as a part of this report.
2.Exhibits
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| Amendment No. 2, dated as of January 24, 2022, by and among Vectrus, Inc., an Indiana corporation, as Holdings, Vectrus Systems Corporation, a Delaware corporation, as the Borrower, the other Loan Parties party thereto, the Lenders and Issuing Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 27, 2022) |
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| Stock PurchaseFirst Lien Credit Agreement, dated as of January 23, 2018,the December 6, 2021 (as amended by Amendment No 1., dated as of July 5, 2022), by and among R&R Enterprises, Inc.Vertex Aerospace Service Corp., SENTEL Corporation, Vectrus Systems CorporationVertex Aerospace Intermediate LLC, the lenders from time to time party thereto and Russell T. WrightRoyal Bank of Canada, as administrative agent (incorporated by reference to Exhibit 10.1 of Vectrus, Inc.’s10.3 to the Company’s Current Report on Form 8-K filed on January 23, 2018)July 5, 2022) |
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| ABL Credit Agreement, dated as of June 29, 2018 (as amended by the First Amendment to ABL Credit Agreement, dated as of May 17, 2019, as further amended by the Second Amendment to ABL Credit Agreement, dated as of May 17, 2021, and as further amended by the Third Amendment to ABL Credit Agreement, dated as of December 6, 2021, as further amended by the Fourth Amendment to ABL Credit Agreement, dated as of July 5, 2022), by and among Vertex Aerospace Service Corp., Vertex Aerospace Intermediate LLC, certain other subsidiaries of Vertex Borrower from time to time party thereto as co-borrowers, the lenders from time to time party thereto and Ally Bank, as administrative agent (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on July 5, 2022) |
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| Credit Agreement by and among Vectrus, Inc., Exelis Systems Corporation, as the Borrower, the Lenders and Issuing Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, dated September 17, 2014 (incorporated by reference to Exhibit 10.1 to Vectrus, Inc.’s Current Report on Form 8-K filed on September 19, 2014) |
| Amendment No. 1 to Credit Agreement by and among Vectrus, Inc., Vectrus Systems Corporation, as the Borrower, the Lenders and Issuing Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, dated as of April 19, 2016 (incorporated by reference to Exhibit 10.1 to Vectrus, Inc.'s Current Report on Form 8-K filed on April 20, 2016) |
| Amendment and Restatement Agreement among Vectrus, Inc., Vectrus Systems Corporation, as the Borrower, the Lenders and Issuing Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, dated as of November 15, 2017 (incorporated by reference to Exhibit 10.1 to Vectrus, Inc.’s Current Report on Form 8-K filed on November 15, 2017) |
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| Amendment No. 2, dated as of January 24, 2022 by and among Vectrus, Inc., an Indiana corporation, as Holdings, Vectrus Systems Corporation, a Delaware corporation, as the Borrower, the other Loan Parties thereto, the Lenders and Issuing Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1. to Vectrus, Inc.'s Current Report on Form 8-K filed on January 27, 2022) |
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| 101 | The following materials from Vectrus,V2X, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2022, formatted in XBRL (ExtensibleInline Extensible Business Reporting Language)Language ("Inline XBRL"): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements.# |
| 104 | Cover Page Interactive Data File (formatted asin Inline XBRL and contained in Exhibit 101) # |
* Indicates management contract or compensatory plan or arrangement.
+ Indicates this document is filed as an exhibit herewith.
# Submitted electronically with this report.
The Company’s Commission File Number for Reports on Form 10-K, Form 10-Q and Form 8-K is 001-36341.
a.
(b)Financial Statement Schedules are omitted because of the absence of the conditions under which they are required or because the required information is included in the Consolidated Financial Statements filed as part of this report.
ITEM 16.
FORM 10-K SUMMARY
None.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
V2X, INC.
Index to Consolidated Financial Statements
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| | Page No. |
| Report of Independent Registered Public Accounting Firm (PCAOB: ID 49) | | |
| Report of Independent Registered Public Accounting Firm (PCAOB: ID 34) | | |
| Consolidated Statements of (Loss) Income | | |
| Consolidated Statements of Comprehensive (Loss) Income | | |
| Consolidated Balance Sheets | | |
| Consolidated Statements of Cash Flows | | |
| Consolidated Statements of Shareholders' Equity | | |
| Note 1. Description of Business and Summary of Significant Accounting Policies | | |
| Note 2. Recent Accounting Standards Updates | | |
| Note 3. Merger and Acquisitions | | |
| Note 4. Revenue | | |
| Note 5. Receivables | | |
| Note 6. (Loss) Earnings Per Share | | |
| Note 7. Property, Plant and Equipment, Net | | |
| Note 8. Goodwill and Intangible Assets | | |
| Note 9. Composition of Certain Financial Statement Captions | | |
| Note 10. Debt | | |
| Note 11. Derivative Instruments | | |
| Note 12. Leases | | |
| Note 13. Income Taxes | | |
| Note 14. Post-Employment Benefit Plans | | |
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| Note 15. Commitments and Contingencies | | |
| Note 16. Stock-Based Compensation | | |
| Note 17. Shareholders' Equity | | |
| Note 18. Subsequent Events | | |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of V2X, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of V2X, Inc. and subsidiaries (the “Company”) as of December 31, 2022, the related consolidated statements of (loss) income, comprehensive (loss) income, shareholders’ equity and cash flows, for the year then ended, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 2, 2023 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue Recognition
As described in Notes 1, 4 and 5 of the consolidated financial statements, the Company recognizes revenue derived from contracts over time. For the year ended December 31, 2022, revenue was $2,890.9 million. Accounting for contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For contracts, management estimates the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognizes that profit over the life of the contract. Contract estimates are based on assumptions to project the outcome of future events. These assumptions include labor productivity and availability, the complexity of the services being performed, the cost and availability of materials, the performance of subcontractors, and negotiations with the customer on contract modifications.
We have identified the assessment of the total estimated costs to complete a contract in order to accurately recognize the associated revenue on contracts in process as a critical audit matter because of the significant assumptions management makes in determining the costs and revenues related to the performance obligations. Auditing management’s judgments related to Company’s contracts involves a high degree of auditor judgment and increased audit effort due to the volume and complexity of contracts and the assumptions related to total revenue and costs.
Our audit procedures related to management’s estimates of total revenue and costs for the performance obligations used to recognize revenue included the following, among others:
•We obtained an understanding of the relevant controls related to revenue recognition and costs and tested such controls for design and operating effectiveness, including management’s controls over the estimation of total contract costs to be incurred to complete uncompleted contracts.
•We selected a sample of contracts and performed the following for each contract:
◦Evaluated whether the contract was properly included in management’s calculation based on the terms and conditions, including whether the customers simultaneously receive and consume the benefits of the Company’s services.
◦Evaluated the Company’s identification of performance obligations by evaluating whether the services to be performed under the contract were capable of being distinct or an integrated set of tasks and deliverables as a single solution.
◦Compared the transaction prices to the consideration expected to be received under the contract, including all executed contract modifications that were agreed upon with the customers.
◦Evaluated the estimates of total revenue and costs for the performance obligations as follows:
▪Tested the mathematical accuracy of management’s calculation of revenue for the performance obligation.
▪Evaluated performance obligations and the associated estimate of profitability at completion as prepared by management and compared it to the recorded cost and revenue.
▪Evaluated management’s ability to estimate total costs and revenue accurately by comparing actual costs and profits to management’s historical estimates for performance obligations that have been fulfilled.
▪Evaluated performance obligation results occurring after the measurement period and, when applicable, understood changes to the estimate and impacts on the measurement period.
•We performed analytical procedures over contract margins by comparing the current year results to prior results and to post-close results.
Fair Value Estimation of Certain Customer-Related and Contractual Intangible Assets Acquired in Business Combination
As described in the Note 3 to the consolidated financial statements, on July 5, 2022, Vectrus, Inc. merged with Vertex Aerospace Services Corp forming V2X for total consideration of $634.0 million. The Company conducted valuations of certain intangible assets as of the date of acquisition, including customer-related and contractual intangible assets of $480 million. The Company used an income approach in its valuation of intangible assets, which is a method of using discounted cash flows. The model requires management to make significant assumptions, which include revenue growth rates and the selection of an appropriate discount rate.
We identified the fair value determination of certain customer-related and contractual intangible assets as a critical audit matter due to the high degree of auditor judgment and subjectivity in applying audit procedures relating to the fair value measurement of the intangible assets acquired. Increased audit effort was required in performing procedures and evaluating the significant assumptions relating to the estimate, including the use of valuation specialists.
Our audit procedures related to management’s estimates for the fair value of customer-related intangible assets acquired in business combination included the following, among others:
•We obtained an understanding of the relevant controls related to the valuation of customer-related and contractual intangible assets and tested design and operating effectiveness, including management’s controls for identifying the intangible assets, determining forecasts of future cash flows and selecting the discount rate.
•We tested the completeness and accuracy of the underlying data used in the fair value models which included inspecting contractual documents and comparing projected cash flows to both historical actual results and industry data.
•With the assistance of our valuation specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) discount rate by testing the source information underlying the determination of the discount rate and testing the mathematical accuracy of the calculation.
•We performed sensitivity analyses over assumptions used in the fair value calculations, to evaluate the risk associated with a change in assumptions to the recorded fair value of the customer-related intangible assets.
•We evaluated the adequacy of the Company’s financial statement disclosures related to the acquisition.
/s/ RSM US LLP
We have served as the Company's auditor since 2022.
McLean, Virginia
March 2, 2023
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of V2X, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of V2X, Inc. (formerly Vectrus, Inc.) and subsidiaries (the "Company") as of December 31, 2021, the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
Denver, Colorado
March 7, 2022
We began serving as the Company’s auditor in 2013. In 2022 we became the predecessor auditor.
V2X, INC.
CONSOLIDATED STATEMENTS OF (LOSS) INCOME
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| | Year Ended December 31, |
| (In thousands, except per share data) | | 2022 | | 2021 | | 2020 |
| Revenue | | $ | 2,890,860 | | | $ | 1,783,665 | | | $ | 1,395,529 | |
| Cost of revenue | | 2,595,848 | | | 1,623,245 | | | 1,271,375 | |
| Selling, general and administrative expenses | | 239,241 | | | 98,400 | | | 80,679 | |
| | | | | | |
| Operating income | | 55,771 | | | 62,020 | | | 43,475 | |
| Interest expense, net | | (61,879) | | | (7,985) | | | (4,793) | |
| | | | | | |
| (Loss) income from operations before income taxes | | (6,108) | | | 54,035 | | | 38,682 | |
| Income tax expense | | 8,222 | | | 8,307 | | | 1,731 | |
| Net (loss) income | | $ | (14,330) | | | $ | 45,728 | | | $ | 36,951 | |
| | | | | | |
| (Loss) earnings per share | | | | | | |
| Basic | | $ | (0.68) | | | $ | 3.91 | | | $ | 3.19 | |
| Diluted | | $ | (0.68) | | | $ | 3.86 | | | $ | 3.14 | |
| Weighted average common shares outstanding – basic | | 20,996 | | | 11,705 | | | 11,599 | |
| Weighted average common shares outstanding – diluted | | 20,996 | | | 11,836 | | | 11,751 | |
The accompanying notes are an integral part of the Consolidated Financial Statements.
V2X, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (In thousands) | | 2022 | | 2021 | | 2020 |
| Net (loss) income | | $ | (14,330) | | | $ | 45,728 | | | $ | 36,951 | |
| Other comprehensive income (loss), net of tax | | | | | | |
| Changes in derivative instrument: | | | | | | |
| Net change in fair value of interest rate swaps | | 666 | | | 1,099 | | | (756) | |
| Net change in fair value of foreign currency forwards | | 31 | | | (434) | | | 589 | |
| | | | | | |
| Tax benefit | | 272 | | | 121 | | | 36 | |
| Net change in derivative instrument | | 969 | | | 786 | | | (131) | |
| Foreign currency translation adjustments | | (596) | | | (6,659) | | | 5,186 | |
| Other comprehensive income (loss), net of tax | | 373 | | | (5,873) | | | 5,055 | |
| Total comprehensive (loss) income | | $ | (13,957) | | | $ | 39,855 | | | $ | 42,006 | |
The accompanying notes are an integral part of the Consolidated Financial Statements.
V2X, INC.
CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | | | | |
| | December 31, |
| (In thousands, except per share data) | | 2022 | | 2021 |
| Assets | | | | |
| Current assets | | | | |
| Cash and cash equivalents | | $ | 116,067 | | | $ | 38,513 | |
| | | | |
| Receivables | | 728,582 | | | 348,605 | |
| Prepaid expenses | | 74,234 | | | 21,160 | |
| | | | |
| Other current assets | | 13,049 | | | 15,062 | |
| Total current assets | | 931,932 | | | 423,340 | |
| Property, plant, and equipment, net | | 78,715 | | | 23,758 | |
| Goodwill | | 1,653,822 | | | 321,734 | |
| Intangible assets, net | | 497,951 | | | 66,582 | |
| Right-of-use assets | | 52,825 | | | 43,651 | |
| Other non-current assets | | 17,858 | | | 10,394 | |
| Total non-current assets | | 2,301,171 | | | 466,119 | |
| Total Assets | | $ | 3,233,103 | | | $ | 889,459 | |
| Liabilities and Shareholders' Equity | | | | |
| Current liabilities | | | | |
| Accounts payable | | $ | 406,706 | | | $ | 212,533 | |
| | | | |
| Compensation and other employee benefits | | 168,038 | | | 80,284 | |
| | | | |
| Short-term debt | | 11,850 | | | 10,400 | |
| Other accrued liabilities | | 196,538 | | | 55,031 | |
| Total current liabilities | | 783,132 | | | 358,248 | |
| | | | |
| | | | |
| Long-term debt, net | | 1,262,811 | | | 94,246 | |
| Deferred tax liabilities | | 15,813 | | | 32,214 | |
| Operating lease liabilities | | 41,083 | | | 34,536 | |
| Other non-current liabilities | | 133,185 | | | 20,128 | |
| Total non-current liabilities | | 1,452,892 | | | 181,124 | |
| Total liabilities | | 2,236,024 | | | 539,372 | |
| Commitments and contingencies (Note 15) | | | | |
| Shareholders' Equity | | | | |
| Preferred stock; $0.01 par value; 10,000 shares authorized; No shares issued and outstanding | | — | | | — | |
| Common stock; $0.01 par value; 100,000 shares authorized; 30,470 and 11,738 shares issued and outstanding as of December 31, 2022 and 2021, respectively | | 305 | | | 117 | |
| Additional paid in capital | | 748,877 | | | 88,116 | |
| Retained earnings | | 253,424 | | | 267,754 | |
| Accumulated other comprehensive loss | | (5,527) | | | (5,900) | |
| Total shareholders' equity | | 997,079 | | | 350,087 | |
| Total Liabilities and Shareholders' Equity | | $ | 3,233,103 | | | $ | 889,459 | |
The accompanying notes are an integral part of the Consolidated Financial Statements.
V2X, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (In thousands) | | 2022 | | 2021 | | 2020 |
| Operating activities | | | | | | |
| Net (loss) income | | $ | (14,330) | | | $ | 45,728 | | | $ | 36,951 | |
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
| Depreciation expense | | 13,472 | | | 6,526 | | | 4,097 | |
| Amortization of intangible assets | | 48,643 | | | 10,028 | | | 4,029 | |
| Loss (gain) on disposal of property, plant, and equipment | | 59 | | | 65 | | | (14) | |
| Stock-based compensation | | 32,736 | | | 8,331 | | | 9,445 | |
| Amortization of debt issuance costs | | 7,805 | | | 912 | | | 386 | |
| Gain on disposition of business | | (2,082) | | | — | | | — | |
| Changes in assets and liabilities: | | | | | | |
| Receivables | | (52,311) | | | (36,376) | | | 1,000 | |
| Prepaid expenses | | (3,971) | | | (5,178) | | | (3,588) | |
| | | | | | |
| Other assets | | 15,333 | | | (7,667) | | | (3,644) | |
| Accounts payable | | 71,837 | | | 56,985 | | | (2,680) | |
| | | | | | |
| Deferred taxes | | (15,554) | | | (7,280) | | | (10,665) | |
| Compensation and other employee benefits | | 42,878 | | | 1,133 | | | 12,004 | |
| Other liabilities | | (51,020) | | | (11,868) | | | 16,760 | |
| Net cash provided by operating activities | | 93,495 | | | 61,339 | | | 64,081 | |
| Investing activities | | | | | | |
| Purchases of capital assets and intangibles | | (12,425) | | | (9,776) | | | (4,500) | |
| Proceeds from the disposition of assets | | 9 | | | 16 | | | 84 | |
| Acquisition of business, net of cash acquired | | 193,677 | | | 262 | | | (133,609) | |
| Disposition of business | | (5,303) | | | — | | | — | |
| Distributions from (contributions to) joint venture | | — | | | (3,145) | | | — | |
| | | | | | |
| Net cash provided by (used in) investing activities | | 175,958 | | | (12,643) | | | (138,025) | |
| Financing activities | | | | | | |
| | | | | | |
| Repayments of long-term debt | | (108,400) | | | (8,600) | | | (6,500) | |
| Proceeds from revolver | | 392,000 | | | 529,000 | | | 314,000 | |
| Repayments of revolver | | (472,925) | | | (594,000) | | | (199,000) | |
| | | | | | |
| Proceeds from exercise of stock options | | 408 | | | 379 | | | 59 | |
| Payment of debt issuance costs | | (2,325) | | | (17) | | | (830) | |
| | | | | | |
| | | | | | |
| Payments of employee withholding taxes on share-based compensation | | (1,994) | | | (2,347) | | | (1,955) | |
| | | | | | |
| | | | | | |
| Net cash (used in) provided by financing activities | | (193,236) | | | (75,585) | | | 105,774 | |
| Exchange rate effect on cash | | 1,337 | | | (3,325) | | | 1,579 | |
| Net change in cash, cash equivalents and restricted cash | | 77,554 | | | (30,214) | | | 33,409 | |
| Cash, cash equivalents and restricted cash – beginning of year | | 38,513 | | | 68,727 | | | 35,318 | |
| Cash, cash equivalents and restricted cash – end of year | | $ | 116,067 | | | $ | 38,513 | | | $ | 68,727 | |
| | | | | | |
| Supplemental Disclosure of Cash Flow Information: | | | | | | |
| Interest paid | | $ | 54,267 | | | $ | 5,801 | | | $ | 3,717 | |
| Income taxes paid | | $ | 13,416 | | | $ | 9,703 | | | $ | 14,520 | |
| Non-cash investing activities: | | | | | | |
| Purchase of capital assets on account | | $ | 2,716 | | | $ | 277 | | | $ | 2,226 | |
| Common stock issued for business acquisition | | $ | 630,636 | | | $ | — | | | $ | — | |
The accompanying notes are an integral part of the Consolidated Financial Statements.
V2X, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock Issued | | Additional Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Total Shareholders' Equity |
| (In thousands) | | Shares | | Amount | | | | |
| Balance at December 31, 2019 | | 11,524 | | | $ | 115 | | | $ | 78,757 | | | $ | 185,075 | | | $ | (5,082) | | | $ | 258,865 | |
| Net income | | — | | | — | | | — | | | 36,951 | | | — | | | 36,951 | |
| | | | | | | | | | | | |
| Foreign currency translation adjustments | | — | | | — | | | — | | | — | | | 5,186 | | | 5,186 | |
| Unrealized gain on cash flow hedge | | — | | | — | | | — | | | — | | | (131) | | | (131) | |
| Employee stock awards and stock options | | 101 | | | 1 | | | 58 | | | — | | | — | | | 59 | |
| Conversion of liability-based stock compensation awards to equity-based stock compensation awards | | — | | | — | | | 405 | | | — | | | — | | | 405 | |
| Taxes withheld on stock compensation awards | | — | | | — | | | (1,955) | | | — | | | — | | | (1,955) | |
| Stock-based compensation | | — | | | — | | | 5,558 | | | — | | | — | | | 5,558 | |
| Balance at December 31, 2020 | | 11,625 | | | $ | 116 | | | $ | 82,823 | | | $ | 222,026 | | | $ | (27) | | | $ | 304,938 | |
| Net income | | — | | | — | | | — | | | 45,728 | | | — | | | 45,728 | |
| | | | | | | | | | | | |
| Foreign currency translation adjustments | | — | | | — | | | — | | | — | | | (6,659) | | | (6,659) | |
| Unrealized loss on cash flow hedge | | — | | | — | | | — | | | — | | | 786 | | | 786 | |
| Employee stock awards and stock options | | 113 | | | 1 | | | 377 | | | — | | | — | | | 378 | |
| Taxes withheld on stock compensation awards | | — | | | — | | | (2,345) | | | — | | | — | | | (2,345) | |
| | | | | | | | | | | | |
| Stock-based compensation | | — | | | — | | | 7,261 | | | — | | | — | | | 7,261 | |
| Balance at December 31, 2021 | | 11,738 | | | $ | 117 | | | $ | 88,116 | | | $ | 267,754 | | | $ | (5,900) | | | $ | 350,087 | |
| Net loss | | — | | | — | | | — | | | (14,330) | | | — | | | (14,330) | |
| Foreign currency translation adjustments | | — | | | — | | | — | | | — | | | (596) | | | (596) | |
| Unrealized loss on cash flow hedge | | — | | | — | | | — | | | — | | | 969 | | | 969 | |
| Employee stock awards and stock options | | 140 | | | 2 | | | 406 | | | — | | | — | | | 408 | |
| Issuance of common stock in connection with a business combination | | 18,592 | | | 186 | | | 630,450 | | | — | | | — | | | 630,636 | |
| Taxes withheld on stock compensation awards | | — | | | — | | | (1,994) | | | — | | | — | | | (1,994) | |
| Stock-based compensation | | — | | | — | | | 31,899 | | | — | | | — | | | 31,899 | |
| Balance at December 31, 2022 | | 30,470 | | | $ | 305 | | | $ | 748,877 | | | $ | 253,424 | | | $ | (5,527) | | | $ | 997,079 | |
The accompanying notes are an integral part of the Consolidated Financial Statements.
V2X, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business and Basis of Presentation
Our Business
V2X, Inc., an Indiana Corporation, formerly known as Vectrus, Inc. (Vectrus), is a leading provider of critical mission solutions and support to defense clients globally. The Company operates as one segment and delivers a comprehensive suite of integrated solutions across the operations and logistics, aerospace, training and technology markets to national security, defense, civilian and international clients.
Vectrus was incorporated in the State of Indiana in February 2014. On September 27, 2014, Exelis Inc, an Indiana corporation, spun-off (the Spin-off) Vectrus and Vectrus became an independent, publicly traded company. References herein to "Exelis" or "Former Parent" refer to Exelis Inc. and its consolidated subsidiaries (other than Vectrus). Exelis was acquired by a predecessor entity of L3Harris Technologies, Inc. in May 2015.
On March 7, 2022, Vectrus entered into an Agreement and Plan of Merger (the Merger Agreement) with Vertex Aerospace Services Holding Corp., a Delaware corporation (Vertex), Andor Merger Sub Inc., a Delaware corporation and Andor Merger Sub LLC, a Delaware limited liability company. On July 5, 2022 (the Closing Date), Vectrus completed its merger (Merger) thereby forming V2X, Inc. For a description of the Merger, see Note 3, Merger and Acquisitions.
Unless the context otherwise requires or unless stated otherwise, references in these notes to "V2X", "we," "us," "our," “combined company”, "the Company" and "our Company" refer to V2X, Inc. and all of its consolidated subsidiaries (including, subsequent to the Merger, Vertex and its consolidated subsidiaries), taken together as a whole.
Equity Investment
In 2011, we entered into a joint venture agreement with Shaw Environmental & Infrastructure, Inc., which is now APTIM Federal Services LLC. Pursuant to the joint venture agreement, High Desert Support Services, LLC (HDSS) was established to pursue and perform work on the Ft. Irwin Installation Support Services Contract, which was awarded to HDSS in October 2012. In 2018, we entered into a joint venture agreement with J&J Maintenance. Pursuant to the joint venture agreement, J&J Facilities Support, LLC (J&J) was established to pursue and perform work on various U.S. government contracts. In 2020, we entered into a joint venture agreement with Kuwait Resources House for Human Resources Management and Services Company (KRH). Pursuant to the joint venture agreement, ServCore Resources and Services Solutions, LLC. (ServCore) was established to operate and manage labor and life support services outside of the continental United States at designated locations serviced by V2X and others around the world.
We account for our investments in HDSS, J&J and ServCore under the equity method as we have the ability to exercise significant influence, but do not hold a controlling interest. We record our proportionate 25%, 50% and 40% shares, respectively, of income or losses from HDSS, J&J and ServCore in selling, general and administrative expenses in the Consolidated Statements of Income. Our investment in these joint ventures is recorded in other non-current assets in the Consolidated Balance Sheets.
When we receive cash distributions from our equity method investments, the cash distribution is compared to cumulative earnings and cumulative cash distributions. Cash distributions received are recorded as a return on investment in operating cash flows within the Consolidated Statements of Cash Flows to the extent cumulative cash distributions are less than cumulative earnings. Any cash distributions in excess of cumulative earnings are recorded as a return of investment in investing cash flows within the Consolidated Statements of Cash Flows. As of December 31, 2022 and December 31, 2021, our combined investment balance in these joint ventures was $7.0 million and $5.4 million, respectively. Our proportionate share of income from HDSS, J&J and ServCore joint ventures was $2.8 million, $1.9 million, and $0.6 million for the years ended December 31, 2022, 2021, and 2020, respectively.
Summary of Significant Accounting Policies
Principles of Consolidation
V2X consolidates companies in which it has a controlling financial interest. All intercompany transactions and balances have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Estimates are revised as additional information becomes available. Estimates and assumptions are used for, but not limited to, revenue recognition; income taxes; fair value and impairment of goodwill and intangible assets; valuation of assets and certain contingent liabilities. Actual results could differ from these estimates.
Segment Information
Management has concluded that the Company operates as one segment based upon the information used by the chief operating decision maker in evaluating the performance of the Company’s business and allocating resources and capital. Although we perform services worldwide, substantially all of our revenue for the years ended December 31, 2022, 2021 and 2020 was from the U.S. government.
Revenue Recognition
As a defense contractor engaging in long-term contracts, substantially all of our revenue is derived from long-term service contracts. The unit of account for revenue in ASC Topic 606, Revenue from Contracts with Customers (Topic 606) is a performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. To determine the proper revenue recognition method, consideration is given as to whether a single contract should be accounted for as more than one performance obligation. For most of our contracts, the customer contracts with us to perform an integrated set of tasks and deliverables as a single service solution, whereby each service is not separately identifiable from other promises in the contract and therefore is not distinct. As a result, when this integrated set of tasks exists, the contract is accounted for as one performance obligation. The vast majority of our contracts have a single performance obligation. Unexercised contract options and IDIQ contracts are considered to be separate performance obligations when the option or IDIQ task order is exercised or awarded. Our performance obligations are satisfied over time as services are provided throughout the contract term. We recognize revenue over time using the input method (e.g., costs incurred to date relative to total estimated costs at completion) to measure progress. Our over time recognition is reinforced by the fact that our customers simultaneously receive and consume the benefits of our services as they are performed. For most U.S. government contracts, this continuous transfer of control to the customer is supported by clauses in the contract that allow the customer to unilaterally terminate the contract for convenience, pay us for costs incurred plus a reasonable profit and take control of any work in process. This continuous transfer of control requires that we track progress towards completion of performance obligations in order to measure and recognize revenue.
Accounting for contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For contracts, we estimate the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognize that profit over the life of the contract. Contract estimates are based on various assumptions to project the outcome of future events. These assumptions include labor productivity and availability; the complexity of the services being performed; the cost and availability of materials; the performance of subcontractors; and negotiations with the customer on contract modifications. When the estimates of total costs to be incurred on a contract exceed total estimates of the transaction price, a provision for the entire loss is determined at a contract level and is recognized in the period in which the loss was determined.
The nature of our contracts gives rise to several types of variable consideration, including award and incentive fees, inspection of supplies and services, undefinitized change orders, and fluctuation in allowable indirect reimbursable costs. We include award or incentive fees in the estimated transaction price when there is certainty and a basis to reasonably estimate the amount of the fee. These estimates are based on historical award experience, anticipated performance and our best judgment at the time. The inspection of supplies and services is a factor because the U.S. government can reduce the transaction price if we do not perform the services in compliance with contract requirements. Variable consideration associated with undefinitized change orders is included to the extent related estimated costs have been included in the expected costs to complete a contract. The fluctuation of allowable indirect reimbursable costs is a factor because the U.S. government has the right to review our accounting records and retroactively adjust the reimbursable rate. Any prior adjustments are reflected in the U.S. government reserve amounts recorded in our financial statements. We estimate variable consideration at the most likely amount that we expect to be entitled to receive, which is included in the transaction price to
the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. Refer to Note 15, Commitments and Contingencies, for additional information regarding U.S. government reserve amounts.
As a significant change in one or more of these estimates could affect the profitability of our contracts, we review and update our contract estimates regularly. We recognize adjustments in estimated profit on executed contracts cumulatively. The impact of the adjustments on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the quarter it is identified.
Contracts are often modified to account for changes in contract specifications and requirements. If the modification either creates new enforceable rights and obligations or changes the existing enforceable rights and obligations, the modification will be treated as a separate contract. Our contract modifications, except for those to exercise option years, have historically not been distinct from the existing contract and have been accounted for as if they were part of that existing contract.
The timing of revenue recognition, billings and cash collections results in billed and unbilled accounts receivable (contract assets) and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheets. Amounts are billed as work progresses in accordance with agreed-upon contractual terms at periodic intervals (e.g., biweekly or monthly). Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, we may receive advances or deposits from our customers, before revenue is recognized, resulting in contract liabilities. These advance billings and payments are not considered significant financing components because they are frequently intended to fund current operating expenses under the contract. These assets and liabilities are reported on the Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period.
Restricted Cash
At December 31, 2020 the Company had total cash, cash equivalents and restricted cash of $68.7 million which included $1.8 million of restricted cash related to collateral security for an outstanding letter of credit. The Company's restricted cash was immaterial at December 31, 2022 and we had no restricted cash at December 31, 2021.
Receivables
Receivables include amounts billed and currently due from customers, amounts unbilled, certain estimated contract change amounts, estimates related to expected award fees, claims or REAs in negotiation that are probable of recovery, and amounts retained by the customer pending contract completion. Unbilled receivables are classified as current assets based on our contract operating cycle. Substantially all billed receivables are due from the U.S. government, either directly as prime contractor to the U.S. government or as subcontractor to another prime contractor to the U.S. government. Because the Company’s billed receivables are with the U.S. government, the Company does not believe it has a material credit risk exposure.
Inventory
Inventory, reported in the prepaid expenses balance on the face of the Consolidated Balance Sheets, is substantially comprised of parts inventory and is valued at the lower of cost or net realizable value, generally using the average cost method. We establish provisions for excess and obsolete inventories after evaluation of historical sales, current economic trends, forecasted sales, and current inventory levels.
(Loss) Earnings Per Share
We compute (loss) earnings per common share on the basis of the weighted average number of common shares, and, where dilutive, common share equivalents, outstanding during the indicated periods.
Stock-Based Compensation
We recognize stock-based compensation expense based on the grant date fair values of the equity instruments issued or on the fair values of the liabilities incurred. The expense is recognized primarily within selling, general and administrative expenses over the requisite service periods of the awards, which are generally equivalent to the vesting terms.
Property, Plant and Equipment, Net
Property, plant and equipment, net are stated at cost less accumulated depreciation. Major improvements are capitalized at cost while expenditures for maintenance, repairs and minor improvements are expensed. For asset sales or retirements, the assets and related accumulated depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in operating income.
Depreciation and amortization are generally computed using either an accelerated or straight-line method and is based on estimated useful lives or lease terms as follows:
| | | | | | | | |
| | Years |
| Buildings and improvements | | 3 – 11 |
| Machinery, equipment and vehicles | | 3 – 12 |
| Office furniture and equipment, computers and software | | 3 – 7 |
Long-Lived Asset Impairment
Long-lived assets are tested for impairment whenever events or changes in circumstances indicate their carrying value may not be recoverable. We assess the recoverability of long-lived assets based on the undiscounted future cash flow the assets are expected to generate. When carrying value exceeds the undiscounted future cash flow, an impairment is recorded when the carrying value of the asset exceeds its estimated fair value based on a discounted cash flow approach or, when available and appropriate, comparable market values.
Goodwill
Goodwill represents purchase consideration paid in a business combination that exceeds the fair values assigned to the net assets of acquired businesses. Goodwill is not amortized, but instead is tested for impairment annually (or more frequently if impairment indicators arise, such as changes to the reporting unit structure or significant adverse changes in the business climate). We conduct our annual impairment testing on the first day of the Company's fourth fiscal quarter. In reviewing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If we elect to perform a qualitative assessment and determine that an impairment is more likely than not, we then perform a quantitative impairment test as described below. Otherwise, no further analysis is required. We also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test.
For the quantitative impairment test we compare the estimated fair value of a reporting unit to its carrying value, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit, including goodwill, exceeds its estimated fair value, a goodwill impairment loss is recognized in an amount equal to that excess limited to the total amount of goodwill allocated to that reporting unit. We estimate the fair value of our reporting unit using an income approach and a market approach. Under the income approach, we estimate fair value based on the present value of estimated future cash flows. Under the market approach, we compare our company to select reasonably similar publicly traded companies.
Intangible Assets
We recognize acquired intangible assets apart from goodwill whenever the intangible assets arise from contractual or other legal rights, or whenever they can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Finite lived intangible assets are being amortized over useful lives of four to twelve years. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the assets.
Leases
In accordance with ASC Topic 842, Leases (ASC Topic 842), operating leases are included on our Consolidated Balance Sheets as right-of-use (ROU) assets, other accrued liabilities and operating lease liabilities.
ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Because most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate as of January 1, 2019 was applied to operating leases in effect as of that date. The lease ROU assets also include any prepaid lease payments and exclude lease incentives. Many of our leases include one or more options to renew or terminate the lease, solely at our discretion. Such options are factored into the lease term when it is reasonably certain that we will exercise the option. Lease expense for lease payments is recognized on a straight-line basis over the term of the lease.
As allowed under ASC Topic 842, the Company elected the package of practical expedients permitted under the transition guidance which allowed the Company to carry forward the historical lease classification, assessment of whether a contract was or contained a lease and assessment of initial direct costs. In addition, we have made policy elections to apply the short-term leases practical expedient, whereby leases with a term of 12 months or less are not recorded on our balance
sheet, and the practical expedient to not separate lease components from non-lease components. The latter expedient is applied to all of our leases. We did not elect to apply the hindsight practical expedient in determining lease terms and assessing impairment of ROU assets. See Note 12, Leases, for further information.
Income Taxes
We determine the provision or benefit for income taxes using the asset and liability approach. Under this approach, deferred income taxes represent the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. In assessing the need for a valuation allowance, we look to the future reversal of existing taxable temporary differences, taxable income in carryback years, the feasibility of tax planning strategies, and estimated future taxable income. The valuation allowance can be affected by changes to tax laws, changes to statutory tax rates and changes to future taxable income estimates.
Commitments and Contingencies
We record accruals for commitments and loss contingencies when they are probable of occurrence and the amounts can be reasonably estimated. In addition, legal fees are accrued for cases where a loss is probable and the related fees can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount of loss. We review these accruals quarterly and adjust the accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other updated information.
Derivative Instruments
Derivative instruments are recognized as either an asset or liability at fair value in our Consolidated Balance Sheets and are classified as current or long-term based on the scheduled maturity of the instrument. Our derivative instruments have been formally designated and qualify as part of a cash flow hedging relationship under applicable accounting standards.
The interest rate derivative instruments are adjusted to fair value through accumulated other comprehensive income (loss). If we were to determine that a derivative was no longer highly effective as a hedge, we would discontinue the hedge accounting prospectively. Gains or losses would be immediately reclassified from accumulated other comprehensive income (loss) to earnings relating to hedged forecasted transactions that are no longer probable of occurring. Gains or losses relating to terminations of effective cash flow hedges in which the forecasted transactions would still be probable of occurring would be deferred and recognized consistent with the income or loss recognition of the underlying hedged item.
Refer to Note 11, Derivative Instruments, for additional information regarding our derivative activities.
Severance Expense
We periodically initiate management-approved restructuring activities to achieve cost savings through reduced operational redundancies and to strategically position ourselves in the market in response to prevailing economic conditions and associated customer demand. Costs associated with restructuring actions can include severance and related benefit charges. For involuntary separation plans, a liability is recognized when it is probable, reasonably estimable, and communicated to employees. For voluntary separation plans, a liability is recognized when the employee irrevocably accepts the termination.
Fair Value Measurements
We determine fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In measuring fair value, a fair value hierarchy is applied which categorizes and prioritizes the inputs used to estimate fair value into three levels. The fair value hierarchy is based on maximizing the use of observable inputs and minimizing the use of unobservable inputs when measuring fair value. Classification within the fair value hierarchy is based on the lowest level input that is significant to the fair value measurement. There are three levels of the fair value hierarchy. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices (in nonactive markets or in active markets for similar assets or liabilities), inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 inputs are unobservable inputs for the assets or liabilities.
Foreign Currency Translation
The financial statements of programs for which the functional currency is not the U.S. dollar are translated into U.S. dollars. Balance sheet accounts are translated at the exchange rate in effect at the end of each period; income statement accounts are translated at the average rates of exchange prevailing during the period. Gains and losses on foreign currency translations are recorded as translation adjustments to other comprehensive (loss) income. Net gains or losses from foreign currency transactions are reported in selling, general and administrative expenses and have historically been insignificant.
NOTE 2
RECENT ACCOUNTING STANDARDS UPDATES
Accounting Standards Updates Issued but Not Yet Adopted
There were no accounting standards issued during 2022 that are expected to have a material impact on the Company's financial statements.
Accounting Standards Updates Adopted
In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08). The amendment requires contract assets and contract liabilities acquired in a business combination to be recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers, as if the acquirer had originated the contract. The amendment also provides certain practical expedients when applying the guidance. ASU No. 2021-08 is effective for interim and annual periods beginning after December 15, 2022, on a prospective basis, with early adoption permitted. Early adoption is to be applied to all business combinations that occur during the fiscal year that the amendment is adopted. We adopted this standard in the third quarter of 2022 and applied the guidance to our Merger.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04). To ease the burden in accounting for reference rate reform on financial reporting, the ASU provides companies with optional expedients and exceptions for applying accounting guidance to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The Company adopted the standard during the first quarter of 2022. It did not have a material impact on the Company's financial statements.
NOTE 3
MERGER AND ACQUISITIONS
In accordance with ASC Topic 805, Business Combinations, we accounted for the below transactions using the acquisition method. We conducted valuations of certain acquired assets and liabilities for inclusion in our Consolidated Balance Sheets as of the date of the acquisitions. Assets that normally would not be recorded in ordinary operations, such as intangibles related to contractual relationships, were recorded at their estimated fair values. The excess purchase price over the estimated fair value of the net assets acquired was recorded as goodwill.
MERGER
On July 5, 2022, the Closing Date, Vectrus completed its previously announced Merger with Vertex, forming V2X by acquiring all of the outstanding shares of Vertex. On the Closing Date, Vertex and its consolidated subsidiaries became wholly-owned subsidiaries of the Company.
The combined V2X entity from the Merger is a larger and more diversified Company with the ability to compete for more integrated business opportunities and generate revenue across geographies, clients, and contract types in supporting the mission of our customers.
The operating results of Vertex subsequent to the Closing Date are included in the Company's consolidated results of operations. Vertex and its consolidated subsidiaries recognized revenue of $908.4 million and net loss of $39.9 million for the period from the Closing Date until December 31, 2022.
The Company recognized $39.9 million of acquisition-related costs that were expensed as incurred during the year ended December 31, 2022. These costs are included in selling, general and administrative expenses in the Consolidated Statements of Income.
Purchase Price Allocation
The Merger is accounted for as a business combination. As such, the assets acquired and liabilities assumed are accounted for at fair value, with the excess of the purchase price over the fair value of the net identifiable assets acquired and liabilities assumed recorded as goodwill.
The Closing Date fair value of the consideration transferred totaled $634.0 million, which was comprised of the following:
| | | | | | | | |
| ($ in thousands, except share and per share amounts) | | Purchase Price |
| Shares of V2X common stock issued | | 18,591,866 | |
| Market price per share of V2X as of Closing Date | | $ | 33.92 | |
| Fair value of common shares issued | | $ | 630,636 | |
| Fair value of cash consideration | | 3,315 | |
| Total consideration transferred | | $ | 633,951 | |
The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed in the Merger as of the Closing Date. The estimated fair value of Vertex’s assets acquired and liabilities assumed at the acquisition date are determined based on preliminary valuations and analyses. As of December 31, 2022, we considered these amounts to be preliminary because we are still in the process of gathering and reviewing information to support the valuations of certain contractual and operational factors underlying the customer related intangible assets, details surrounding tax matters and assumptions underlying certain existing or potential reserves, such as those for workers compensation and loss and below market contracts which are included in current and non-current liabilities below. The final determination could result in material adjustments.
| | | | | | | | |
| (In thousands) | | Preliminary Fair Value |
| Cash and cash equivalents | | $ | 196,993 | |
| Receivables | | 334,655 | |
| Prepaid expenses | | 49,172 | |
| | |
| | |
| Property, plant, and equipment | | 53,618 | |
| | |
| Intangible assets | | 480,000 | |
| Other non-current assets | | 18,895 | |
| Right-of-use assets | | 21,062 | |
| | |
| Accounts payable | | (121,515) | |
| Debt | | (1,352,303) | |
| Compensation and other employee benefits | | (45,968) | |
| | |
| | |
| | |
| | |
| Other current and non-current liabilities | | (332,746) | |
| Total identifiable net assets | | (698,137) | |
| Goodwill | | 1,332,088 | |
| Total purchase consideration | | $ | 633,951 | |
As a result of the Merger, the Company recognized $1,332.1 million of goodwill. The goodwill recognized is attributable to operational and general and administrative cost synergies, expanded market opportunities and other benefits that do not qualify for separate recognition. None of the goodwill is expected to be deductible for tax purposes. In addition, we recognized two intangible assets related to backlog and customer contracts arising from the Merger. The fair value of backlog was $316.0 million, and the fair value of the customer contracts was $164.0 million with amortization periods of 4.5 years and 14.0 years, respectively. The receivables of $334.7 million represent fair value and are considered fully collectible as of December 31, 2022.
As part of the Merger, V2X acquired certain contracts, including a Transition Services Agreement (TSA) with Crestview Aerospace LLC (Crestview), which was previously divested to American Industrial Partners Capital Fund VI, L.P. (AIP). As of December 31, 2022, the Company recorded $2.3 million of income related to the TSA with Crestview, which was recorded as a reduction in cost of sales. AIP currently holds approximately 60.1% of V2X common stock.
The following unaudited pro forma information shows the combined results of our operations for the years ended December 31, 2022 and 2021 as if the Merger had occurred on January 1, 2021. The unaudited pro forma information reflects the effects of applying our accounting policies and certain pro forma adjustments to the combined historical financial information of Vertex. The pro forma adjustments include: a) incremental amortization expense associated with identified intangible assets; b) incremental interest expense resulting from fair value adjustments applied to the Vertex debt that we
assumed; and c) a reduction of revenues and operating expenses associated with fair value adjustments made to acquire assets and assumed liabilities, such as contract cost assets and contract liabilities.
This unaudited pro forma information is presented for informational purposes only and may not necessarily reflect the actual results of operations that would have been achieved, nor are they necessarily indicative of future results of operations.
| | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (Unaudited, in thousands) | | 2022 | | 2021 |
| Pro forma revenue | | $ | 3,669,567 | | | $ | 3,371,828 | |
| Pro forma net (loss) income | | $ | (11,281) | | | $ | 60,137 | |
Zenetex
On December 31, 2020, we acquired Zenetex, a leading provider of technical and strategic solutions focused on enabling mission readiness, performance, and enhancement of protection for defense and national security clients globally.
The total net consideration paid for the acquisition was approximately $117.6 million, consisting of the purchase price of $122.8 million, net of cash acquired, less $5.2 million for a working capital shortfall compared with the working capital requirement agreed upon in the stock purchase agreement. The acquisition was funded by utilizing available capacity from our Amended Revolver (as defined in Note 10, Debt) and cash on hand.
A breakdown of the purchase price allocation, net of cash acquired, is as follows: | | | | | | | | |
| (In thousands) | | Allocation of Purchase Price |
| | |
| Receivables | | $ | 40,144 | |
| Deferred taxes | | 88 | |
| Other current assets | | 1,314 | |
| Property, plant and equipment | | 1,108 | |
| Goodwill | | 53,541 | |
| Intangible assets | | 57,100 | |
| Right-of-use assets | | 7,930 | |
| | |
| Accounts payable | | (7,381) | |
| Other current liabilities | | (15,821) | |
| Accrued compensation | | (12,087) | |
| Lease liabilities | | (8,275) | |
| Other non-current liabilities | | (55) | |
| Purchase price, net of cash acquired | | $ | 117,606 | |
We finalized our determination of the fair values of the assets acquired and liabilities assumed during the fourth quarter of 2021.
The Company recognized customer related intangible assets arising from the acquisition. The related fair value was $57.1 million with an amortization period of 11.8 years. Fair value of intangible assets was based upon a cash flow analysis using management's best estimate of future revenue, earnings and cash flows, as well as analysis of historic performance of Zenetex. The cash flow analysis was discounted to adjust for risks in these estimates.
Additionally, the Company recognized goodwill of $53.5 million arising from the acquisition, which relates primarily to acquired product and services strengthening our position as a leading fully-integrated provider in the converged infrastructure market, as well as extending our operations and maintenance services to increase content and scope at client installations. Goodwill also includes other intangibles that do not qualify for separate recognition. The goodwill recognized for the Zenetex acquisition is fully deductible for income tax purposes. Zenetex results of operations have been included in our Consolidated Statements of Income for the periods subsequent to acquisition on December 31, 2020. On a proforma basis, the acquired business would have recognized revenue of $238.0 million for the year ended December 31, 2020, and an insignificant amount of income before taxes after proforma adjustments.
HHB
On December 31, 2020, we acquired HHB, a leading provider of high-end solutions for facilities management, logistics, engineering, enterprise operations and asset management solutions for supporting intelligence community projects. The total net consideration paid for the acquisition was approximately $15.5 million. The acquisition was funded by utilizing available capacity from our Amended Revolver and cash on hand.
We finalized our determination of the fair values of the assets acquired and liabilities assumed during the fourth quarter of 2021.
The Company recognized a customer related intangible assets arising from the acquisition. The fair value was $8.6 million with an amortization period of 7.4 years. Fair value of the intangible assets was based upon a cash flow analysis using management's best estimate of future revenue, earnings and cash flows, as well as analysis of historic performance of HHB. The cash flow analysis was discounted to adjust for risks in these estimates.
Additionally, the Company recognized goodwill of $6.1 million arising from the acquisition, which relates primarily to growth opportunities in the intelligence community as a converged infrastructure provider. Goodwill also includes other intangibles that do not qualify for separate recognition. The goodwill recognized for the HHB acquisition is fully deductible for income tax purposes.
The remainder of the purchase price was allocated primarily to working capital.
NOTE 4
REVENUE
Remaining Performance Obligations
Remaining performance obligations represent firm orders by the customer and excludes potential orders under IDIQ contracts, unexercised contract options and contracts awarded to us that are being protested by competitors with the U.S. GAO or in the U.S. COFC. The level of order activity related to programs can be affected by the timing of government funding authorizations and their project evaluation cycles. Year-over-year comparisons could, at times, be impacted by these factors, among others.
The Company's contracts are multi-year contracts and typically include an initial period of one year or less with annual one-year (or less) option periods. The number of option periods varies by contract, and there is no guarantee that an option period will be exercised. The right to exercise an option period is at the sole discretion of the U.S. government when we are the prime contractor or of the prime contractor when we are a subcontractor. We expect to recognize a substantial portion of our performance obligations as revenue within the next 12 months. However, the U.S. government or the prime contractor may cancel any contract at any time through a termination for convenience or for cause. Substantially all of our contracts have terms that would permit us to recover all or a portion of our incurred costs and fees for work performed in the event of a termination for convenience.
Remaining performance obligations as of December 31, 2022 and December 31, 2021 are presented in the following table:
| | | | | | | | | | | | | | |
| | |
| | | Year Ended December 31, |
| (In millions) | | 2022 | | 2021 |
| Performance Obligations | | $ | 2,997 | | | $ | 1,398 | |
| | | | |
| | | | |
We expect to recognize approximately 72% of the remaining performance obligations as of December 31, 2022 as revenue in 2023.
Contract Estimates
The impact of adjustments in contract estimates on our operating income can be reflected in either revenue or cost of revenue. Cumulative adjustments for the year ended December 31, 2022 were favorable by $13.3 million, and for the years ended December 31, 2021 and 2020 were unfavorable by $1.3 million and $3.7 million, respectively.
For the years ended December 31, 2022 and 2021, the net adjustments to operating income increased revenue by $7.5 million and $0.4 million, respectively. For the year ended December 31, 2020, the net adjustments to operating income decreased revenue by $1.8 million.
Revenue by Category
Generally, the sales price elements for our contracts are cost-plus, cost-reimbursable or firm-fixed-price. We commonly have elements of cost-plus, cost-reimbursable, time-and-materials and firm-fixed-price contracts on a single
contract. On a cost-plus contract, we are paid our allowable incurred costs plus a profit, which can be fixed or variable depending on the contract’s fee arrangement, up to funding levels predetermined by our customers.
On cost-plus contracts, we do not bear the risks of unexpected cost overruns, provided that we do not incur costs that exceed the predetermined funded amounts. Most of our cost-plus contracts also contain a firm-fixed-price element. Cost-plus contracts with award and incentive fee provisions are our primary variable contract fee arrangement. Award fees provide for a fee based on actual performance relative to contractually specified performance criteria. Incentive fees provide for a fee based on the relationship between total allowable and target cost.
On most of our contracts, a cost-reimbursable element captures consumable materials required for the program. Typically, these costs do not bear fees.
On a time-and-materials contract, we are reimbursed for labor at fixed hourly rates and generally reimbursed separately for allowable materials, costs and expenses at cost. For this contract type, we bear the risk that our labor costs and allocable indirect expenses are greater than the fixed hourly rate defined within the contract.
On a firm-fixed-price contract, we agree to perform the contractual statement of work for a predetermined contract price. A firm-fixed-price contract typically offers higher profit margin potential than a cost-plus contract, which is commensurate with the greater levels of risk we assume on a firm-fixed-price contract. Although a firm-fixed-price contract generally permits us to retain profits if the total actual contract costs are less than the estimated contract costs, we bear the risk that increased or unexpected costs may reduce our profit or cause us to sustain losses on the contract. Although the overall scope of work required under the contract may not change, profit may be adjusted as experience is gained and as efficiencies are realized or costs are incurred.
The following tables present our revenue disaggregated by different categories. Revenue by contract type for the years 2022, 2021 and 2020 are as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | | | | | |
| (In thousands) | | 2022 | | 2021 | | 2020 |
| Cost-plus and cost-reimbursable | | $ | 1,625,196 | | | $ | 1,271,167 | | | $ | 955,506 | |
| Firm-fixed-price | | 1,159,743 | | | 452,112 | | | 403,994 | |
| Time-and-materials | | 105,921 | | | 60,386 | | | 36,029 | |
| Total revenue | | $ | 2,890,860 | | | $ | 1,783,665 | | | $ | 1,395,529 | |
Revenue by geographic region in which the contract is performed for the years 2022, 2021 and 2020 are as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | | | | | |
| (In thousands) | | 2022 | | 2021 | | 2020 |
| United States | | $ | 1,494,255 | | | $ | 578,255 | | | $ | 328,214 | |
| Middle East | | 1,024,674 | | | 1,000,877 | | | 902,162 | |
| Europe | | 204,302 | | | 142,606 | | | 155,169 | |
| Asia | | 167,629 | | | 61,927 | | | 9,984 | |
| Total revenue | | $ | 2,890,860 | | | $ | 1,783,665 | | | $ | 1,395,529 | |
Revenue by contract relationship for the years 2022, 2021 and 2020 are as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | | | | | |
| (In thousands) | | 2022 | | 2021 | | 2020 |
| Prime contractor | | $ | 2,695,067 | | | $ | 1,663,828 | | | $ | 1,324,628 | |
| Subcontractor | | 195,793 | | | 119,837 | | | 70,901 | |
| Total revenue | | $ | 2,890,860 | | | $ | 1,783,665 | | | $ | 1,395,529 | |
Revenue by customer for the years 2022, 2021 and 2020 are as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | | | | | |
| (In thousands) | | 2022 | | 2021 | | 2020 |
| Army | | $ | 1,342,406 | | | $ | 1,134,849 | | | $ | 965,558 | |
| Navy | | 713,732 | | | 224,407 | | | 68,748 | |
| Air Force | | 459,849 | | | 266,291 | | | 299,272 | |
| Other | | 374,873 | | | 158,118 | | | 61,951 | |
| Total revenue | | $ | 2,890,860 | | | $ | 1,783,665 | | | $ | 1,395,529 | |
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed and unbilled accounts receivable (contract assets) and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheets. Amounts are billed as work progresses in accordance with agreed-upon contractual terms at periodic intervals (e.g., biweekly or monthly). Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, we may receive advances or deposits from our customers, before revenue is recognized, resulting in contract liabilities. These advance billings and payments are not considered significant financing components because they are frequently intended to ensure that both parties are in conformance with the primary contract terms. These assets and liabilities are reported on the Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period.
As of December 31, 2022, we had contract assets of $487.8 million. Contract assets primarily consist of unbilled receivables which represent rights to consideration for work completed but not billed as of the reporting date. The balance of unbilled receivables consists of costs and fees that are: (i) billable immediately; (ii) billable on contract completion; or (iii) billable upon other specified events, such as the resolution of a request for equitable adjustment. Refer to Note 5, Receivables, for additional information regarding the composition of our receivables balances. As of December 31, 2022, we had contract liabilities of $76.4 million included in other accrued liabilities in the Consolidated Balance Sheets.
NOTE 5
RECEIVABLES
Receivables were comprised of the following:
| | | | | | | | | | | | | | |
| | December 31, |
| (In thousands) | | 2022 | | 2021 |
| Billed receivables | | $ | 227,718 | | | $ | 104,074 | |
| Unbilled receivables (contract assets) | | 487,758 | | | 239,979 | |
| Other | | 13,106 | | | 4,552 | |
| Total Receivables | | $ | 728,582 | | | $ | 348,605 | |
As of December 31, 2022 and 2021, substantially all billed receivables are due from the U.S. government, either directly as prime contractor to the U.S. government or as subcontractor to another prime contractor to the U.S. government. Because the Company’s billed receivables are with the U.S. government, the Company does not believe it has a material credit risk exposure.
Unbilled receivables are contract assets that represent revenue recognized on long-term contracts in excess of amounts billed as of the balance sheet date. We expect to bill customers for the majority of the December 31, 2022 contract assets during 2023. Changes in the balance of receivables are primarily due to the timing differences between our performance and customer payments.
NOTE 6
(LOSS) EARNINGS PER SHARE
Basic earnings per share (EPS) is computed by dividing net (loss) income by the weighted average number of common shares outstanding for the period. Diluted EPS reflects potential dilution that could occur if securities to issue common stock were exercised or converted into common stock. Diluted EPS includes the dilutive effect of share-based compensation outstanding after application of the treasury stock method.
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, |
| (In thousands, except per share data) | | 2022 | | 2021 | | 2020 |
| Net (loss) income | | $ | (14,330) | | | $ | 45,728 | | | $ | 36,951 | |
| | | | | | |
| Weighted average common shares outstanding | | 20,996 | | | 11,705 | | | 11,599 | |
| Add: Dilutive impact of stock options | | — | | | 37 | | | 37 | |
| Add: Dilutive impact of restricted stock units | | — | | | 94 | | | 115 | |
| Diluted weighted average common shares outstanding | | 20,996 | | | 11,836 | | | 11,751 | |
| | | | | | |
| (Loss) earnings per share | | | | | | |
| Basic | | $ | (0.68) | | | $ | 3.91 | | | $ | 3.19 | |
| Diluted | | $ | (0.68) | | | $ | 3.86 | | | $ | 3.14 | |
The table below summarizes the weighted average of anti-dilutive securities excluded from the diluted earnings per share calculation.
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (In thousands) | | 2022 | | 2021 | | 2020 |
| | | | | | |
| Anti-dilutive restricted stock units | | — | | | 1 | | | 2 | |
| | | | | | |
NOTE 7
PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consisted of the following at December 31:
| | | | | | | | | | | | | | |
| (In thousands) | | 2022 | | 2021 |
| Buildings and improvements | | $ | 23,941 | | | $ | 2,232 | |
| Machinery, equipment and vehicles | | 42,874 | | | 19,756 | |
| Office furniture and equipment, computers and software | | 44,150 | | | 21,672 | |
| Property, plant and equipment, gross | | 110,965 | | | 43,660 | |
| Less: accumulated depreciation and amortization | | (32,250) | | | (19,902) | |
| Property, plant and equipment, net | | $ | 78,715 | | | $ | 23,758 | |
Depreciation expense of property, plant and equipment was $13.5 million, $6.5 million and $4.1 million in 2022, 2021, and 2020, respectively.
NOTE 8
GOODWILL AND INTANGIBLE ASSETS
The Company tests goodwill for impairment on the first day of the Company's fourth fiscal quarter each year, or more frequently should circumstances change or events occur that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The annual qualitative assessment tests performed in the three years ended December 31, 2022 indicated there was no goodwill impairment.
The change in the net carrying amount of goodwill for 2021 and 2022 is as follows (in thousands):
| | | | | | |
| Balance at December 31, 2020 | $ | 339,702 | | |
| Adjustments to preliminary purchase price allocation of Zenetex | (13,383) | | |
| Adjustments to preliminary purchase price allocation of HHB | (4,585) | | |
| Balance at December 31, 2021 | $ | 321,734 | | |
| Acquisition of Vertex | 1,332,088 | | |
| Balance at December 31, 2022 | $ | 1,653,822 | | |
Other identifiable intangible assets consist of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 | | December 31, 2021 |
| (In thousands) | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
| Contract backlogs and recompetes | | $ | 393,300 | | | $ | (56,210) | | | $ | 337,090 | | | $ | 77,300 | | | $ | (14,988) | | | $ | 62,312 | |
| Customer contracts | | 171,200 | | | (10,748) | | | 160,452 | | | 7,200 | | | (3,572) | | | 3,628 | |
| Trade names and other | | 1,260 | | | (851) | | | 409 | | | 1,249 | | | (607) | | | 642 | |
| Total intangible assets | | $ | 565,760 | | | $ | (67,809) | | | $ | 497,951 | | | $ | 85,749 | | | $ | (19,167) | | | $ | 66,582 | |
Intangible amortization expense was approximately $48.6 million and $10.0 million for years ended 2022 and 2021, respectively. As of December 31, 2022, the weighted-average intangible asset amortization period was 7.6 years.
The estimated amortization expense for intangible assets for the next five years is as follows (in thousands):
| | | | | | | | | | | |
| Period | | Amortization |
| 2023 | | $ | 90,423 | |
| 2024 | | $ | 89,316 | |
| 2025 | | $ | 88,518 | |
| 2026 | | $ | 88,048 | |
| 2027 | | $ | 18,666 | |
| After 2027 | | $ | 122,980 | |
NOTE 9
COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS
The following tables present financial information underlying certain balance sheet captions.
Compensation and other employee benefits
Compensation and other employee benefits are affected by short-term fluctuations in the timing of payments and were comprised of the following at December 31:
| | | | | | | | | | | | | | |
| (In thousands) | | 2022 | | 2021 |
| Accrued salaries and wages | | $ | 37,795 | | | $ | 37,883 | |
| Accrued bonus | | 23,484 | | | 14,364 | |
| Accrued employee benefits | | 106,759 | | | 28,037 | |
| Total | | $ | 168,038 | | | $ | 80,284 | |
Other accrued liabilities
Other accrued liabilities were comprised of the following at December 31:
| | | | | | | | | | | | | | |
| (In thousands) | | 2022 | | 2021 |
| Contract related reserves | | $ | 74,915 | | | $ | 15,699 | |
| | | | |
| Current operating lease liabilities | | 17,564 | | | 11,983 | |
| Accrued non-payroll taxes | | 4,145 | | | 6,425 | |
| Workers' compensation, auto and general liability reserve | | 2,799 | | | 3,169 | |
| Other | | 97,115 | | | 17,755 | |
| Total | | $ | 196,538 | | | $ | 55,031 | |
Other non-current liabilities
Other non-current liabilities were comprised of the following at December 31:
| | | | | | | | | | | | | | |
| (In thousands) | | 2022 | | 2021 |
| Long-term contract-related reserves | | $ | 111,534 | | | $ | — | |
| Income taxes payable | | 9,202 | | | 9,724 | |
| CARES Act payroll tax deferral | | — | | | 8,448 | |
| Other | | 12,449 | | | 1,956 | |
| Total | | $ | 133,185 | | | $ | 20,128 | |
NOTE 10
DEBT
Senior Secured Credit Facilities
Term Loan and Revolver. In September 2014, we and our wholly-owned subsidiary, VSC, entered into a credit agreement. The credit agreement was subsequently amended on December 24, 2020 and January 24, 2022 and is collectively referred to as the Prior Credit Agreement. The credit agreement consisted of a term loan (Amended Term Loan) and a $270.0 million revolving credit facility (Amended Revolver).
In connection with the Merger described in Note 3, Merger and Acquisitions, on the Closing Date, the outstanding debt from the Amended Term Loan and the Amended Revolver, $50.2 million and $40.0 million, respectively, was repaid and related guarantees and liens were discharged and released.Repayment was made using proceeds from the Vertex First Lien Credit Agreement described below. As of December 31, 2021, the balance outstanding under the Amended Term Loan and the Amended Revolver, was $55.4 million and $50.0 million, respectively.
On the Closing Date, certain of our subsidiaries, including VSC (and together with VSC, the Company Guarantor Subsidiaries), that became direct or indirect subsidiaries of Vertex Aerospace Service Corp., a Delaware corporation and wholly-owned indirect subsidiary of Vertex (Vertex Borrower), have provided guarantees of the indebtedness under each of:
(i) the First Lien Credit Agreement, dated as of December 6, 2021 (as amended by the Amendment No. 1 to First Lien Credit Agreement, dated as of the Closing Date, and as further amended, restated, amended and restated, supplemented and otherwise modified from time to time, the Vertex First Lien Credit Agreement), by and among Vertex Borrower, as borrower, Vertex Aerospace Intermediate LLC, a Delaware limited liability company, direct parent entity of Vertex Borrower and wholly-owned indirect subsidiary of Vertex (Vertex Holdings), the lenders from time to time party thereto and Royal Bank of Canada, as administrative agent;
(ii) the Second Lien Credit Agreement, dated as of December 6, 2021 (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, the Vertex Second Lien Credit Agreement), Vertex Borrower, as borrower, Vertex Holdings, the lenders from time to time party thereto and Royal Bank of Canada, as administrative agent; and
(iii) the ABL Credit Agreement, dated as of June 29, 2018 (as amended by the First Amendment to ABL Credit Agreement, dated as of May 17, 2019, as further amended by the Second Amendment to ABL Credit Agreement, dated as of May 17, 2021, as further amended by the Third Amendment to ABL Credit Agreement, dated as of December 6, 2021, as further amended by the Fourth Amendment to ABL Credit Agreement, dated as of the Closing Date, as further amended by the Fifth Amendment to ABL Credit Agreement, dated September 21, 2022, and as further amended, restated, amended and restated, supplemented and otherwise modified from time to time, the Vertex ABL Credit Agreement), by and among Vertex Borrower, Vertex Holdings, certain other subsidiaries of Vertex Borrower from time to time party thereto as co-borrowers, the lenders from time to time party thereto and Ally Bank, as administrative agent (in such capacity, the ABL Agent).
Vertex First Lien Credit Agreement
The Vertex First Lien Credit Agreement provides for senior secured first lien term loans in an aggregate principal amount of $1,185.0 million, consisting of a $925.0 million term loan “B” tranche, (the First Lien Initial Term Tranche) and a $260.0 million incremental term loan “B” tranche (the First Lien Incremental Term Tranche and, together with the First Lien Initial Term Tranche, collectively, the First Lien Term Facility). The entire amount of the proceeds from the (i) First Lien Initial Term Tranche were previously used to finance the acquisition of certain subsidiaries of Raytheon Company, a Delaware corporation, and related transaction costs (the Sky Acquisition in December 2021). As provided in the Merger Agreement, the proceeds of the First Lien Incremental Term Tranche were used by the Vertex Borrower to redeem all of the shares of previously issued preferred stock on the Closing Date (but prior to the Merger). The remaining First Lien Incremental Term Tranche proceeds were used to repay in full all outstanding indebtedness under the Prior Credit Agreement, and other transaction costs. Approximately $54.0 million of cash remained after funding the preferred stock redemption, repayment of the Prior Credit Agreement and other transaction costs. The loans under the First Lien Term Facility will be payable in full on December 6, 2028.
The First Lien Term Facility amortizes in an amount equal to approximately $3.0 million per quarter for the fiscal quarters ending September 30, 2022, through September 30, 2028, with the balance of $1,108.6 million due on December 6, 2028.
The Vertex Borrower’s obligations under the First Lien Term Facility, which were assumed in the Merger, are guaranteed by Vertex Holdings and Vertex Borrower’s wholly-owned domestic subsidiaries (including the Company Guarantor Subsidiaries, collectively, the First Lien Guarantors), subject to customary exceptions and limitations. The Vertex Borrower’s obligations under the First Lien Term Facility and the First Lien Guarantors’ obligations under the related guarantees are secured by (i) a first priority-lien on substantially all of the Vertex Borrower’s and the First Lien Guarantors’ assets other than the ABL Priority Collateral, as defined below (subject to customary exceptions and limitations), and (ii) a second-priority lien on substantially all of the Vertex Borrower’s and the First Lien Guarantors’ accounts receivable, inventory and certain other assets arising therefrom or related thereto (collectively, the ABL Priority Collateral) (subject to customary exceptions and limitations).
The borrowings under the First Lien Initial Term Tranche bear interest at rates that, at the Vertex Borrower’s option, can be either a base rate, determined by reference to the federal funds rate, plus a margin of 2.50% to 3.75% per annum, or a Eurodollar rate, determined by reference to LIBOR, plus a margin of 3.50% to 3.75% per annum, in each case, depending on the consolidated first lien net leverage ratio of the Vertex Borrower and its subsidiaries. As of December 31, 2022, the effective interest rate for the First Lien Initial Term Tranche was 8.65%. The borrowings under the First Lien Incremental Term Tranche bear interest at rates that, at the Vertex Borrower’s option, can be either a base rate, determined by reference to the federal funds rate, plus a margin of 3.00% per annum, or a term benchmark rate, determined by reference to the Secured Overnight Financing Rate (SOFR), plus a margin of 4.00% per annum. As of December 31, 2022, the effective interest rate for the First Lien Incremental Term Tranche was 9.19%.
The Vertex First Lien Credit Agreement contains customary representations and warranties and affirmative covenants. The Vertex First Lien Credit Agreement also includes negative covenants that limit, among other things, additional indebtedness, additional liens, sales of assets, dividends, investments and advances, prepayments of debt and mergers and acquisitions.
The Vertex First Lien Credit Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the First Lien Term Facility to be in full force and effect, and a change of control. If an event of default occurs and is continuing, the Vertex Borrower may be required immediately to repay all amounts outstanding under the Vertex First Lien Credit Agreement.
As of December 31, 2022, the carrying value of the First Lien Credit Agreement was $1,176.8 million, excluding deferred discount and unamortized deferred financing costs of $54.6 million. The estimated fair value of the First Lien Credit Agreement as of December 31, 2022 was $1,157.6 million. The fair value is based on observable inputs of interest rates that are currently available to us for debt with similar terms and maturities for non-public debt (Level 2).
Vertex Second Lien Credit Agreement
The Vertex Second Lien Credit Agreement provides for senior secured second lien term loans in an aggregate principal amount of $185.0 million (the Second Lien Term Facility). The entire amount of the proceeds from the Second Lien Term Facility were previously used to finance the Sky Acquisition in December 2021. The Company voluntarily prepaid $25.0 million of the Second Lien Term Facility on December 30, 2022. Under the terms of the Vertex Second Lien Credit Agreement, the Vertex Borrower was required to remit a prepayment premium of $0.3 million with the voluntary prepayment. The remaining balance of loans under the Second Lien Term Facility will be payable in full on December 6, 2029.
The Vertex Borrower’s obligations under the Second Lien Term Facility are guaranteed by Vertex Holdings and the Vertex Borrower’s wholly-owned domestic subsidiaries (including the Company Guarantor Subsidiaries, collectively, the Second Lien Guarantors), subject to customary exceptions and limitations. The Vertex Borrower’s obligations under the Second Lien Term Facility and the Second Lien Guarantors’ obligations under the related guarantees are secured by (i) a second priority-lien on substantially all of the Vertex Borrower’s and Second Lien Guarantors’ assets other than the ABL Priority Collateral (subject to customary exceptions and limitations), and (b) a third-priority lien on substantially all of the Vertex Borrower’s and Second Lien Guarantors’ assets ABL Priority Collateral (subject to customary exceptions and limitations).
The borrowings under the Second Lien Term Facility bear interest at rates that, at the Vertex Borrower’s option, can be either a base rate, determined by reference to the federal funds rate, plus a margin of 6.50% per annum, or a Eurodollar rate, determined by reference to LIBOR, plus a margin of 7.50% per annum. As of December 31, 2022, the effective interest rate for Second Lien Term Facility was 12.55%.
The Vertex Second Lien Credit Agreement contains customary representations and warranties and affirmative covenants. The Vertex Second Lien Credit Agreement also includes negative covenants that limit, among other things, additional indebtedness, additional liens, sales of assets, dividends, investments and advances, prepayments of debt and mergers and acquisitions.
The Vertex Second Lien Credit Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the First Lien Term Facility to be in full force and effect, and a change of control. If an event of default occurs and is continuing, the Vertex Borrower may be required immediately to repay all amounts outstanding under the Vertex Second Lien Credit Agreement.
As of December 31, 2022, the carrying value of the Second Lien Credit Agreement was $160.0 million, excluding a deferred discount of $7.5 million. The estimated fair value of the Second Lien Credit Agreement as of December 31, 2022 was $152.0 million. The fair value is based on observable inputs of interest rates that are currently available to us for debt with similar terms and maturities for non-public debt (Level 2).
Vertex ABL Credit Agreement
The Vertex ABL Credit Agreement provides for a senior secured revolving loan facility (the ABL Facility) of up to an aggregate amount of $200.0 million (the loans thereunder, the ABL Loans). The Vertex ABL Credit Agreement also provides for (i) a $30.0 million sublimit of availability for letters of credit, and (ii) a $10.0 million sublimit for short-term borrowings on a swingline basis. The commitments under the ABL Facility expire on June 29, 2026, and any ABL Loans then outstanding will be payable in full at that time.
Availability under the ABL Facility is subject to a borrowing base (the Borrowing Base), which is based on 85% of eligible accounts receivable, eligible government account receivable and eligible government subcontract accounts receivable, plus 50% of eligible unbilled accounts receivable, plus the lesser of (x) 65% of the book value of eligible inventory, and (y) 85% of the net orderly liquidation value of eligible inventory of the Vertex Borrower, Vertex Holdings and most of the Vertex Borrower’s wholly-owned domestic subsidiaries (including the Company Guarantor Subsidiaries, collectively, the ABL Guarantors), after adjusting for customary reserves that are subject to the ABL Agent’s discretion. The aggregate amount of the ABL Loans made and letters of credit issued under the ABL Facility shall at no time exceed the lesser of the aggregate commitments under the ABL Facility (currently $200.0 million) or the Borrowing Base. To the extent that the Vertex Borrower’s and ABL Guarantors’ eligible accounts receivable, eligible government account receivable, eligible government subcontract accounts receivable, eligible unbilled accounts receivable, and eligible inventory, decline, the Borrowing Base will decrease, and the availability under the ABL Facility may decrease below $200.0 million. Any ABL Loans requested are subject to a number of customary conditions, including accuracy of representations and warranties and no default. The proceeds from the ABL Loans may be used to finance the working capital needs and general corporate purposes of the Vertex Borrower and its subsidiaries.
The Vertex Borrower’s obligations under the ABL Facility are guaranteed by the ABL Guarantors, subject to customary exceptions and limitations. The Vertex Borrower’s obligations under the ABL Facility and the ABL Subsidiary Guarantors’ obligations under the related guarantees are secured by (a) a first priority-lien on substantially all of the Vertex Borrower’s and
the ABL Guarantors’ ABL Priority Collateral (subject to customary exceptions and limitations), and (b) a third priority-lien on substantially all of the Vertex Borrower’s and the ABL Guarantors’ assets other than the ABL Priority Collateral (subject to customary exceptions and limitations).
The borrowings under the ABL Facility bear interest at rates that, at the Vertex Borrower’s option, can be either a base rate, determined by reference to the federal funds rate, plus a margin of 0.75% to 1.25% per annum, or a term benchmark rate, determined by reference to SOFR, plus a margin of 1.75% to 2.25% per annum, in each case, depending on the aggregate availability under the ABL Facility.
Unutilized commitments under the ABL Facility are subject to a per annum fee of (x) 0.375% if the total outstandings were equal to or less than 50% of the aggregate commitments, or (y) 0.25% if such total outstandings were more than 50% of the aggregate commitments.
The Vertex Borrower is also required to pay a letter of credit fronting fee to each letter of credit issuer equal to 0.125% per annum of the amount available to be drawn under each such letter of credit (or such other amount as may be mutually agreed by the Vertex Borrowers and the applicable letter of credit issuer), as well as a fee to all lenders equal to the applicable margin to SOFR of ABL Loans times the average daily amount available to be drawn under all outstanding letters of credit.
The Vertex ABL Credit Agreement contains customary representations and warranties, which must be accurate for the Vertex Borrower to borrow under the ABL Facility, and affirmative covenants. The Vertex ABL Credit Agreement also includes negative covenants that limit, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions. The Vertex ABL Credit Agreement also includes a financial covenant that requires the fixed charge coverage ratio to be at least 1.00 to 1.00 as of the end of any period of four fiscal quarters while aggregate availability is less than the greater of (i) $10.0 million and (ii) 10% of the aggregate borrowing base.
The Vertex ABL Credit Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the ABL Facility to be in full force and effect, and a change of control. If an event of default occurs and is continuing, the Borrowers may be required immediately to repay all amounts outstanding under the Vertex ABL Credit Agreement.
As of December 31, 2022, there was no outstanding balance under the ABL Facility and $14.9 million outstanding for letters of credit. Availability under the ABL Facility was $184.4 million as of December 31, 2022. Unamortized deferred financing fees related to the ABL Credit Agreement of $1.6 million are included in Other Non-Current Assets in the Consolidated Balance Sheets. As of December 31, 2022, the fair value of the ABL Credit Agreement approximated the carrying value because the debt bears a floating interest rate.
The Company's aggregate scheduled maturities at December 31, 2022 are as follows:
| | | | | | | | |
| (In thousands) | | Payments due |
| 2023 | | $ | 11,850 | |
| 2024 | | 11,850 | |
| 2025 | | 11,850 | |
| 2026 | | 11,850 | |
| 2027 | | 11,850 | |
| Thereafter | | 1,277,513 | |
| Total | | $ | 1,336,763 | |
Voluntary Prepayments. We may voluntarily prepay the First Lien Facility or Second Lien Facility in whole or in part at any time, subject to the payment of customary breakage costs under certain conditions. Voluntary prepayments of the Second Lien Facility prior to December 6, 2023 require payment of a 1% prepayment premium.Voluntary prepayments of the First Lien Facility will be applied to the remaining installments thereof as directed by us. We may reduce the commitments under the ABL Facility in whole or in part at any time without premium or penalty.
As of December 31, 2022, we were in compliance with all covenants related to the First Lien Term Facility, the Second Lien Term Facility and the ABL Facility.
NOTE 11
DERIVATIVE INSTRUMENTS
Interest Rate Derivative Instruments
The Company is exposed to the risk that our earnings and cash flows could be adversely impacted due to fluctuations in interest rates. To manage this risk, the Company has periodically entered into interest rate swaps in which we agree to exchange, at specified intervals, the difference between variable and fixed interest amounts calculated by reference to an agreed-upon notional amount. Derivative instruments are not used for trading purposes or to manage exposure to changes in interest rates for investment securities. Our outstanding derivative instruments have not contained credit risk related contingent features nor is collateral generally required.
The interest rate swaps are measured at fair value on a recurring basis and are determined using the income approach based on a discounted cash flow model to determine the present value of future cash flows over the remaining term of the contract incorporating observable market inputs such as prevailing interest rates as of the reporting date (Level 2). Changes in fair value of the interest rate swap are recorded, net of tax, as a component of accumulated other comprehensive loss in the accompanying Consolidated Balance Sheets. We reclassify the effective gain or loss from accumulated other comprehensive loss, net of tax, to interest expense on the Consolidated Statements of Income as the interest expense is recognized on the related debt. The ineffective portion of the change in fair value of the interest rate swap, if any, is recognized directly in earnings in interest expense.
On June 29, 2022, in conjunction with our planned extinguishment of the related hedged debt interest expense, we terminated our remaining interest rate swaps that were designated and qualified as effective cash flow hedges. Interest rate swap losses in accumulated other comprehensive loss upon termination were immaterial.
The following table summarizes the amount at fair value and location of the derivative instruments in the Consolidated Balance Sheet as of December 31, 2021:
| | | | | | | | | | | | | | |
| | Fair Value |
| | |
| (In thousands) | | Balance sheet caption | | Amount |
| Interest rate swap designated as cash flow hedge | | Other accrued liabilities | | $ | 666 | |
Net interest rate derivative losses of $0.4 million, $1.0 million, and less than $0.9 million were reclassified from accumulated other comprehensive loss to interest expense in our Consolidated Statements of Income during 2022, 2021, and 2020, respectively.
Foreign Currency Derivative Instrument
We transact business in various foreign countries and are therefore exposed to foreign currency exchange rate risk that impacts the reported U.S. dollar amounts of revenues, costs, and certain foreign currency monetary assets and liabilities. In order to manage exposure to fluctuations in foreign currency and to reduce the volatility in cash flows and earnings caused by fluctuations in foreign exchange rates, we have entered into forward contracts to buy and sell foreign currency. By policy, we do not enter into these contracts for trading purposes or speculation.
The Company had no outstanding foreign currency forward contracts at December 31, 2022 and had outstanding forward contracts with a current liability value of less than $0.1 million at December 31, 2021.
Net foreign currency derivative gains and losses recognized in selling, general and administrative expense during 2022, 2021 and 2020 were immaterial.
NOTE 12
LEASES
We determine whether an arrangement contains a lease at inception. We have operating leases for office space, apartments, vehicles, and machinery and equipment. Our operating leases have lease terms of less than one year to ten years.
We do not separate lease components from non-lease components (e.g., common area maintenance, property taxes, and insurance) but account for both components in a contract as a single lease component.
The components of lease expense are as follows:
| | | | | | | | | | | | | | |
| | Year Ended |
| (In thousands) | | December 31, 2022 | | December 31, 2021 |
| | | | |
| Operating lease expense | | $ | 17,167 | | | $ | 11,477 | |
| Variable lease expense | | 568 | | | 783 | |
| Short-term lease expense | | 82,952 | | | 62,124 | |
| Total lease expense | | $ | 100,687 | | | $ | 74,384 | |
Supplemental balance sheet information related to our operating leases is as follows:
| | | | | | | | | | | | | | |
| | | | |
| | Year Ended |
| (In thousands) | | December 31, 2022 | | December 31, 2021 |
| Right-of-use assets | | $ | 52,825 | | | $ | 43,651 | |
| | | | |
| Current lease liabilities (recorded in other accrued liabilities) | | $ | 17,564 | | | $ | 11,983 | |
| Long-term operating lease liabilities | | 41,083 | | | 34,536 | |
| Total operating lease liabilities | | $ | 58,647 | | | $ | 46,519 | |
During the year ended December 31, 2022, we recognized additional right-of-use assets of $5.0 million from newly executed operating leases and $21.1 million from the Merger.
The weighted average remaining lease term and discount rate for our operating leases at December 31, 2022 were 5.1 years and 4.1%, respectively.
Maturities of lease liabilities at December 31, 2022 were as follows:
| | | | | | | | |
| (In thousands) | | Payments due |
| 2023 | | $ | 19,588 | |
| 2024 | | 13,670 | |
| 2025 | | 8,643 | |
| 2026 | | 7,137 | |
| 2027 | | 5,300 | |
| After 2027 | | 11,265 | |
| Total minimum lease payments | | $ | 65,603 | |
| Less: Imputed interest | | (6,956) | |
| Total operating lease liabilities | | $ | 58,647 | |
NOTE 13
INCOME TAXES
We determine the provision for income taxes using the asset and liability approach. Under this approach, deferred income taxes represent the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. In assessing the need for a valuation allowance, we look to the future reversal of existing taxable temporary differences, taxable income in carryback years, the feasibility of tax planning strategies and estimated future taxable income. The valuation allowance can be affected by changes to tax laws, changes to statutory tax rates and changes to future taxable income estimates. For the year ended December 31, 2022, we did not establish or release an additional valuation allowance.
The sources of pre-tax income and the components of income tax expense for the years ended December 31, 2022, 2021 and 2020, respectively, are as follows:
| | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | 2022 | | 2021 | | 2020 |
| Income Components | | | | | | |
| United States | | $ | (8,324) | | | $ | 51,532 | | | $ | 33,946 | |
| Foreign | | 2,216 | | | 2,503 | | | 4,736 | |
| Total pre-tax (loss) income | | $ | (6,108) | | | $ | 54,035 | | | $ | 38,682 | |
| Income tax expense components | | | | | | |
| Current income tax provision | | | | | | |
| United States-Federal | | $ | 1,145 | | | $ | 11,860 | | | $ | 9,920 | |
| United States-State and local | | 334 | | | 740 | | | 735 | |
| Foreign | | 4,558 | | | 1,477 | | | 1,704 | |
| Total current income tax provision | | 6,037 | | | 14,077 | | | 12,359 | |
| Deferred income tax provision (benefit) | | | | | | |
| United States-Federal | | (317) | | | (5,008) | | | (9,953) | |
| United States-State and local | | 2,577 | | | (211) | | | (342) | |
| Foreign | | (75) | | | (551) | | | (333) | |
| Total deferred income tax provision (benefit) | | 2,185 | | | (5,770) | | | (10,628) | |
| Total income tax expense | | $ | 8,222 | | | $ | 8,307 | | | $ | 1,731 | |
| Effective income tax rate | | (134.6) | % | | 15.4 | % | | 4.5 | % |
A reconciliation of the income tax provision at the U.S. statutory rate to the effective income tax rate as reported is as follows: | | | | | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 | | 2020 |
| Tax provision at U.S. statutory rate | | 21.0 | % | | 21.0 | % | | 21.0 | % |
| State and local income tax, net of federal benefit | | (38.1) | % | | 1.1 | % | | 1.5 | % |
| Foreign taxes | | (24.6) | % | | 0.3 | % | | 0.8 | % |
| Uncertain tax positions | | 16.3 | % | | 4.1 | % | | (4.5) | % |
| Return to provision true-ups | | 8.6 | % | | (0.5) | % | | 0.3 | % |
| Foreign derived intangible income deduction | | 11.3 | % | | (7.3) | % | | (13.8) | % |
| Non-deductible compensation expense | | (79.0) | % | | 0.5 | % | | 1.1 | % |
| Non-deductible transaction expense | | (59.5) | % | | — | % | | — | % |
| Tax credits | | 12.2 | % | | (3.8) | % | | (1.0) | % |
| Other | | (2.8) | % | | — | % | | (0.9) | % |
| | | | | | |
| | | | | | |
| Effective income tax rate | | (134.6) | % | | 15.4 | % | | 4.5 | % |
Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities, applying enacted tax rates in effect for the year in which we expect the differences will reverse. Deferred tax assets and liabilities include the following: | | | | | | | | | | | | | | |
| (in thousands) | | 2022 | | 2021 |
| Deferred tax assets | | | | |
| | | | |
| Compensation and benefits | | $ | 12,461 | | | $ | 8,125 | |
| Reserves | | 45,952 | | | 4,632 | |
| Lease liability | | 13,585 | | | 10,204 | |
| Social security deferral | | — | | | 1,874 | |
| Research expenditures | | 8,269 | | | — | |
| Tax credits | | 1,468 | | | — | |
| Disallowed interest | | 23,345 | | | — | |
| Net operating losses | | 2,415 | | | 1,912 | |
| Other | | 4,416 | | | 2,515 | |
| | | | |
| | | | |
| Total deferred tax assets | | $ | 111,911 | | | $ | 29,262 | |
| Deferred tax liabilities | | | | |
| Goodwill and intangibles | | $ | (97,014) | | | $ | (47,228) | |
| | | | |
| Property, plant and equipment, net | | (13,279) | | | (2,179) | |
| Right-of-use assets | | (12,278) | | | (9,571) | |
| Other liabilities | | (5,153) | | | (1,845) | |
| Total deferred tax liabilities | | (127,724) | | | (60,823) | |
| Net deferred tax liabilities | | $ | (15,813) | | | $ | (31,561) | |
Uncertain Tax Positions
A reconciliation of the beginning and ending amount of unrecognized tax benefits as of December 31, 2022, 2021 and 2020 is as follows:
| | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | 2022 | | 2021 | | 2020 |
| Unrecognized tax benefits-January 1, | | $ | 9,321 | | | $ | 7,411 | | | $ | 7,945 | |
| Additions for: | | | | | | |
| Current year tax positions | | 373 | | | 2,139 | | | 2,765 | |
| Prior year tax positions | | 613 | | | 251 | | | — | |
| Reductions for: | | | | | | |
| | | | | | |
| Lapse of statute of limitations | | (1,696) | | | (480) | | | — | |
| Prior year tax positions | | — | | | — | | | (3,299) | |
| Unrecognized tax benefits-December 31, | | $ | 8,611 | | | $ | 9,321 | | | $ | 7,411 | |
As of December 31, 2022, 2021, and 2020, unrecognized tax benefits from uncertain tax positions were $8.6 million, $9.3 million and $7.4 million, respectively. It is reasonably possible that the Company's total unrecognized tax benefits will decrease by approximately $2.5 million during the next 12 months in connection with matters which may be resolved. The total amount of unrecognized benefit that, if recognized, would affect the effective tax rate was $8.3 million, $9.3 million, and $7.1 million as of December 31, 2022, 2021, and 2020, respectively, excluding the interest and penalties.
During the quarter ended December 31, 2020, the Company undertook a profit split transfer pricing analysis to determine if any potential Foreign Derived Intangible Income (FDII) deduction could be derived for financial reporting purposes. V2X performed a functional analysis focusing on the U.S. and non-U.S. roles and support activities relating to the V2X programs for services being provided to U.S military bases that are located in foreign countries. Based on this further analysis, it was determined that the Company could support $7.1 million of federal and state FDII benefit over the three-year period from 2018 to 2020, with $2.6 million, $2.5 million, and $2.0 million related to December 31, 2020, 2019, and 2018, respectively. During the quarter ended December 31, 2022, the Company updated the profit split analysis for 2022 to account for changes in the V2X programs. Based on the updated analysis, the Company provided for a FDII benefit of $0.4 million. During the quarter ended December 31, 2022, the Company released the 2018 unrecognized tax benefit from uncertain positions of $1.7 million as the statute of limitations for the 2018 tax year expired at the end of 2022. The Company continues
to reserve a portion of the FDII benefit on an annual basis and continues to monitor further guidance and potential U.S. Tax Reform which could make changes to the mechanics around the way FDII is calculated.
We classify interest relating to tax matters as a component of interest expense and tax penalties as a component of income tax expense in our Consolidated Statements of Income. The Company recognized net interest related to tax matters of $0.2 million, $0.2 million, and $0.0 million during the years ended December 31, 2022, 2021 and 2020, respectively. The Company has accrued $0.8 million and $0.4 million of net interest and penalties as of December 31, 2022 and 2021, respectively.
The Company has not recorded a deferred tax liability for undistributed earnings of certain foreign subsidiaries since such earnings are considered to be reinvested indefinitely. If the earnings were distributed, the Company may be subject to federal income and foreign withholding taxes.
The Company files income tax returns in the United States and in various foreign jurisdictions. The Company is no longer subject to U.S. federal or state income tax examinations for years prior to 2018. Under U.S. GAAP, we are allowed to make an accounting policy choice of either (i) treating taxes due on future U.S. inclusions in taxable income related to global intangible low taxed income (GILTI) as a current-period expense when incurred (the “period cost method”) or (ii) factoring such amounts into a company’s measurement of its deferred taxes (the “deferred method”). We have chosen to account for GILTI under the period cost method as an accounting policy, and therefore the anticipated future expense associated with GILTI is not reflected in our financial statements.
NOTE 14
POST-EMPLOYMENT BENEFIT PLANS
We sponsor two defined contribution savings plans, which allow employees to contribute a portion of their pre-tax and/or after-tax income in accordance with specified guidelines. The Company matches a percentage of eligible employee contributions up to certain limits of employee base pay. Our portion of the matching contributions charged to income amounted to$17.4 million, $8.7 million and $6.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. The increase in 2022 was due primarily to the Merger.
The Company participates in multiemployer pension plans for certain employees covered by collective bargaining agreements. Contributions are based on specified hourly rates for eligible hours. Company expenses related to these plans were $6.3 million, $1.1 million and $3.0 million during 2022, 2021, and 2020, respectively. The increase in 2022 from 2021 was due to the Merger and the decrease in the 2021 expense was attributable to the completion of a subcontract in September 2020. At the time the subcontract was completed, the individuals ceased being Company employees and the Company was relieved of its contractual obligation to fund the related multiemployer pension plans on the former employee's behalf. The Company is unaware of any significant future obligations or funding requirements related to these plans other than the ongoing contributions that are paid as hours are worked by plan participants. None of these multiemployer pension plans are individually significant to the Company.
V2X, Inc. has two non-qualified deferred compensation plans one established during the first quarter of 2021 and one assumed in the Merger. Under these plans, participants are eligible to defer a portion of their compensation on a tax deferred basis. The assets in the plan are held in a Rabbi trust. Plan investments and obligations were recorded in other non-current assets and other non-current liabilities, respectively, in the consolidated balance sheets, representing the fair value related to the deferred compensation plan. Adjustments to the fair value of the plan investments and obligations are recorded in operating expenses.The plan assets and liabilities as of December 31, 2022 and 2021 were $1.5 million and $0.5 million, respectively.
On September 11, 2014, our Board of Directors adopted and approved the Vectrus Systems Corporation Excess Savings Plan (the Excess Savings Plan). Since federal law limits the amount of compensation that can be used to determine employee and employer contribution amounts to our tax-qualified plans, we established the Excess Savings Plan to allow for Company contributions based on an eligible employee's base salary in excess of these limits. No employee contributions are permitted. All balances under the Excess Savings Plan are maintained on the books of the Company and credits and deductions are made to the accumulated savings under the plan based on the earnings or losses attributable to a stable value fund as defined in the Excess Savings Plan. Benefits will be paid in a lump sum generally in the seventh month following the date on which the employee's separation from service occurs. Employees are 100% vested at all times in any amounts credited to their accounts. Although the plan did not end, excess savings were paid out due to the Merger. As of December 31, 2022 and December 31, 2021 we had accrued $0.1 million and $0.2 million of contributions under the Excess Savings Plan.
The Company has an amended and restated Senior Executive Severance Pay Plan (the Amended Plan) that has been effective since 2016. Termination benefits offered under the Amended Plan are other post-employment benefits as defined by ASC 712-10 - Compensation - Nonretirement Postemployment Benefits. Benefits under the Amended Plan vest or accumulate with the employee’s years of service; however, the payment of benefits is not probable, and the Company does
not have the ability to reliably estimate when there will be an involuntary termination without cause under the Amended Plan. Accordingly, the Company does not accrue a benefit obligation for severance costs under the Amended Plan over the duration of executive employment.
NOTE 15
COMMITMENTS AND CONTINGENCIES
General
From time to time, we are party to various investigations, lawsuits, arbitration, claims, enforcement actions and other legal proceedings including government investigations and claims that are incidental to the operation of our business. Additionally, U.S. government customers periodically advise the Company of claims and penalties concerning certain potential disallowed costs. When such findings are presented, V2X and the U.S. government representatives engage in discussions to enable V2X to evaluate the merits of these claims as well as to assess the amounts being claimed. Where appropriate, provisions are made to reflect probable losses related to the matters raised by the U.S. government representatives. Such assessments, along with any assessments regarding provisions for legal proceedings, are reviewed on a quarterly basis for sufficiency based on the most recent information available to us. We have estimated and accrued $27.6 million and $9.6 million as of December 31, 2022 and 2021, respectively, in other accrued liabilities in the Consolidated Balance Sheets for legal proceedings and for claims with respect to our government contracts as discussed below, including years where the U.S. government has not completed its incurred cost audits. Although the ultimate outcome of any legal matter or claim cannot be predicted with certainty, based on present information, including our assessment of the merits of the particular claim, we do not expect that any asserted or unasserted legal or contractual claims or proceedings, individually or in the aggregate, will have a material adverse effect on our cash flow, results of operations or financial condition.
U.S. Government Contracts, Investigations and Claims
We have U.S. government contracts that are funded incrementally on a year-to-year basis. Changes in government policies, priorities or funding levels through agency or program budget reductions by the U.S. Congress or executive agencies could have a material adverse effect on our financial condition or results of operations. Furthermore, our contracts with the U.S. government may be terminated or suspended by the U.S. government at any time, with or without cause. Such contract suspensions or terminations could result in non-reimbursable expenses or charges or otherwise adversely affect our financial condition and results of operations.
Departments and agencies of the U.S. government have the authority to investigate various transactions and operations of the Company, and the results of such investigations may lead to administrative, civil or criminal proceedings, the ultimate outcome of which could be fines, penalties, repayments or compensatory or treble damages. U.S. government regulations provide that certain findings against a contractor may lead to suspension or debarment from future U.S. government contracts or the loss of export privileges for a company or an operating division or subdivision. Suspension or debarment could have a material adverse effect on the Company because of its reliance on U.S. government contracts.
U.S. government agencies, including the DCAA, the DCMA and others, routinely audit and review our performance on government contracts, indirect rates and pricing practices, and compliance with applicable contracting and procurement laws, regulations and standards. Accordingly, costs billed or billable to U.S. government customers are subject to potential adjustment upon audit by such agencies. The U.S. government agencies also review the adequacy of our compliance with government standards for our business systems, including our accounting, earned value management, estimating, materials management and accounting, purchasing, and property management systems.
In the performance of our contracts, we routinely request contract modifications that require additional funding from U.S. government customers. Most often, these requests are due to customer-directed changes in the scope of work. While we are entitled to recovery of these costs under our contracts, the administrative process with our U.S. government customer may be protracted. Based on the circumstances, we periodically file REAs that are sometimes converted into claims. In some cases, these requests are disputed by our U.S. government customer. We believe our outstanding modifications, REAs and other claims will be resolved without material adverse impact to our results of operations, financial condition or cash flows.
As a result of final indirect rate negotiations between the U.S. government and our Former Parent, we were subject to adjustments to costs previously allocated by our Former Parent to our business from 2007 through 2014. On July 7, 2022, we accepted an offer by the U.S. government to settle this legal matter involving our payment of an insignificant amount, thereby bringing closure to the matter. With respect to our Former Parent, we believe we are fully indemnified under our distribution agreement and have notified our Former Parent of the closure of our appeal of the U.S. government's decision in this matter.
COVID-19 Pandemic
On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. COVID-19 has negatively impacted public health and the global economy, disrupted global supply chains, and created volatility in financial markets. Furthermore, in September 2021, the Biden Administration issued an executive order mandating a COVID-19
vaccination requirement for federal contractors, except in certain limited circumstances. Since then, multiple courts have enjoined the executive order’s implementation, although the court decisions are not uniform in their application or the states to which the injunction applies. The federal government has indicated that it will not, for the time being, enforce the vaccination mandate.
The extent of the ultimate impact of the COVID-19 pandemic on our operational and financial performance, including our ability to execute our programs in the expected timeframe, will depend on future developments, including any potential subsequent waves or variants of COVID-19, the effectiveness, distribution and acceptance of COVID-19 vaccines, the ultimate impact on financial markets and the global economy, new government regulations for defense contractors (including vaccination mandates) and other related actions taken by the U.S. government, state and local government officials, and international governments to prevent disease spread, all of which remain uncertain and cannot be predicted.
For the year ended December 31, 2022, the impact of COVID-19 was immaterial to our financial results.
NOTE 16
STOCK-BASED COMPENSATION
The Company maintains an equity incentive plan, the 2014 Omnibus Incentive Plan, as amended and restated effective as of October 27, 2022 (the 2014 Omnibus Plan), to govern awards granted to V2X employees and directors, including nonqualified stock options (NQOs), restricted stock units (RSUs), total shareholder return (TSR) awards and other awards. We account for NQOs and stock-settled RSUs as equity-based compensation awards. TSR awards, described below, and cash-settled RSUs are accounted for as liability-based compensation awards.
There were 3.5 million shares of the Company's common stock authorized for issuance under the 2014 Omnibus Plan. As of December 31, 2022, 1.4 million shares remained available for future awards.
Stock-based compensation expense and the associated tax benefits impacting our Consolidated Statements of Income were as follows:
| | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (In thousands) | | 2022 | | 2021 |
| Compensation costs for equity-based awards | | $ | 31,897 | | | $ | 7,261 | |
| Compensation costs for liability-based awards | | 839 | | | 1,070 | |
| Total compensation costs, pre-tax | | $ | 32,736 | | | $ | 8,331 | |
| Future tax benefit | | $ | 7,726 | | | $ | 1,810 | |
Liability-based awards were revalued at the end of each reporting period to reflect changes in fair value. For 2022, in concurrence with the Merger, fair value was measured as of the Closing Date and the aggregate future award payouts were fixed at $4.6 million. The Company paid $2.9 million and $2.5 million related to liability-based compensation awards during the years ended December 31, 2022 and 2021, respectively.
At December 31, 2022, total unrecognized compensation costs related to equity-based awards and liability-based awards were $26.4 million and $2.1 million, respectively, which are expected to be recognized ratably over a weighted average period of 1.53 years and 1.81 years, respectively.
Non-Qualified Stock Options
NQOs vest in one-third increments on the first, second and third anniversaries of the grant date and expire 10 years from the date of grant.
A summary of the status of our NQOs as of December 31, 2022, 2021 and 2020 and changes during the years then ended is presented below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2022 | | 2021 | | 2020 |
| (In thousands, except per share data) | | Shares | | Weighted Average Exercise Price Per Share | | Shares | | Weighted Average Exercise Price Per Share | | Shares | | Weighted Average Exercise Price Per Share |
| Outstanding at January 1, | | 59 | | | $ | 23.19 | | | 74 | | | $ | 23.37 | | | 77 | | | $ | 23.30 | |
| Granted | | — | | | $ | — | | | — | | | $ | — | | | — | | | $ | — | |
| Exercised | | (17) | | | $ | 24.02 | | | (15) | | | $ | 24.04 | | | (3) | | | $ | 21.43 | |
| Forfeited, canceled or expired | | — | | | $ | — | | | — | | | $ | — | | | — | | | $ | — | |
| Outstanding and exercisable at December 31, | | 42 | | | $ | 22.86 | | | 59 | | | $ | 23.19 | | | 74 | | | $ | 23.37 | |
| | | | | | | | | | | | |
All outstanding NQOs are exercisable. The following table summarizes information about NQOs outstanding and exercisable as of December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands, except per share data) | | Options Outstanding and Exercisable | | |
| Range of Exercise Prices Per Share | | Number | | Weighted Average Remaining Contractual Life (In Years) | | Weighted Average Exercise Price Per Share | | Aggregate Intrinsic Value | | | | | | | | |
| $20.06 - $21.98 | | 34 | | | 3.03 | | $ | 21.68 | | | $ | 661 | | | | | | | | | |
| $24.61 - $32.49 | | 8 | | | 0.84 | | 27.83 | | | 107 | | | | | | | | | |
| Total options and aggregate intrinsic value | | 42 | | | 3.87 | | $ | 22.86 | | | $ | 768 | | | | | | | | | |
The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on our closing stock price of $41.29 per share on December 31, 2022, which would have been received by the option holders if all option holders had exercised their options as of that date. There were no exercisable options "out of the money" as of December 31, 2022. The aggregate intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $0.2 million, $0.4 million and $0.1 million, respectively.
Restricted Stock Units
The fair value of RSUs is determined based on the closing price of V2X common stock on the date of the grant. In general, under the 2014 Omnibus Plan, for employee RSUs granted in 2014 and after, one-third of the award vests on each of the three anniversary dates following the grant date. Director RSUs are typically granted annually and vest approximately one year after the grant date. 2022 grants for three directors vested over an abbreviated service term which ended on the July 5, 2022, the Merger Closing Date. RSUs have no voting rights. If an employee leaves the Company prior to vesting, whether through resignation or termination for cause, the RSUs are forfeited. If an employee retires or is terminated by the Company other than for cause, all or a pro rata portion of the RSUs may vest.
On July 5, 2022, pursuant to the terms of the Merger Agreement, the Company issued an additional 1,346,089 RSUs, with a grant date fair value of $33.92 per share, to certain employees of Vertex (Replacement Awards). The Replacement Awards will be settled in shares of the Company's common stock, with 517,918 Replacement Awards vesting on the six-month anniversary following the grant date and a quarter of the remaining 828,171 Replacement Awards vesting on each of four six-month anniversary dates following the grant date.
The table below provides a roll-forward of outstanding RSUs for the years ended December 31, 2022, 2021 and 2020.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2022 | | 2021 | | 2020 |
| (In thousands, except per share data) | | Shares | | Weighted Average Grant Date Fair Value Per Share | | Shares | | Weighted Average Grant Date Fair Value Per Share | | Shares | | Weighted Average Grant Date Fair Value Per Share |
| Outstanding at January 1, | | 245 | | | $ | 51.18 | | | 253 | | | $ | 41.67 | | | 301 | | | $ | 30.30 | |
| Granted | | 236 | | | $ | 35.83 | | | 155 | | | $ | 56.43 | | | 130 | | | $ | 51.82 | |
| Replacement awards | | 1,346 | | | $ | 33.92 | | | — | | | $ | — | | | — | | | $ | — | |
| Vested | | (171) | | | $ | 44.85 | | | (137) | | | $ | 40.04 | | | (152) | | | $ | 30.60 | |
| Issued in exchange | | — | | | $ | — | | | — | | | $ | — | | | 16 | | | $ | 52.28 | |
| Cancelled in exchange | | — | | | $ | — | | | — | | | $ | — | | | (16) | | | $ | 29.00 | |
| Forfeited or canceled | | (28) | | | $ | 44.12 | | | (26) | | | $ | 48.73 | | | (26) | | | $ | 45.59 | |
| Outstanding at December 31, | | 1,628 | | | $ | 35.47 | | | 245 | | | $ | 51.18 | | | 253 | | | $ | 41.67 | |
The total grant date fair value of RSUs that vested during the years ended December 31, 2022, 2021 and 2020 was $7.7 million, $5.5 million and $4.6 million, respectively.
On August 11, 2020, our total outstanding 15,839 liability-based cash-settled restricted stock unit compensation awards (CRSUs) were exchanged for 15,839 RSUs. As of the exchange date, both the CRSUs and RSUs had the same vesting conditions, fair value of $52.28, and unrecognized compensation expense of $0.4 million.
Total Shareholder Return Awards
TSR awards are performance-based cash awards that are subject to a three-year performance period. Any payments earned are made in cash following completion of the performance period according to the achievement of specified performance goals. In concurrence with the Merger, performance achievement fair value was measured at July 4, 2022 at $4.6 million and the aggregate future award payouts were fixed at that value.
During the years ended December 31, 2022, 2021 and 2020, we granted TSR awards with aggregate target TSR values of $2.8 million, $2.2 million, and $3.1 million, respectively. The fair value of TSR awards was measured quarterly based on the Company’s performance relative to the performance of the Aerospace and Defense Companies in the S&P 1500 Index. Depending on the Company’s performance during the three-year performance period, payments could range from 0% to 200% of the target value. For the years ended December 31, 2022, 2021 and 2020, $0.8 million, $1.1 million and $3.6 million, respectively, was recorded in selling, general, and administrative expenses for TSR awards. Payments of $1.1 million were made in January 2023 for the 2020 TSR awards, payments of $2.9 million were made in January 2022 for the 2019 TSR awards, and payments of $2.5 million were made in January 2021 for the 2018 TSR awards. Payments, if any, for the 2021 and 2022 TSR awards are expected to be made in January 2024 and January 2025, respectively. As of December 31, 2022 and 2021, we had $2.5 million and $4.5 million, respectively, recorded as a liability related to TSR awards in other accrued liabilities and other non-current liabilities on the Consolidated Balance Sheets.
NOTE 17
SHAREHOLDERS' EQUITY
As of December 31, 2022, our authorized capital was comprised of 100.0 million shares of common stock and 10.0 million shares of preferred stock. At December 31, 2022, there were 30.5 million shares of common stock issued and outstanding. No preferred stock was issued and outstanding at December 31, 2022 and 2021.
We issue shares of our common stock in connection with our 2014 Omnibus Plan. There are 3.5 million shares of common stock authorized under this plan. At December 31, 2022, we had a remaining balance of 1.4 million shares of common stock available for future grants under this plan. Any shares related to awards that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of shares, are settled in cash in lieu of shares or are exchanged with the Committee's permission for awards not involving shares and are available again for grant under the 2014 Omnibus Plan.
NOTE 18
SUBSEQUENT EVENTS
DEBT
Senior Secured Credit Facilities
On February 28, 2023, Vertex Aerospace Services Corp. (the “Borrower”), an indirect, wholly owned subsidiary of the Company, entered into a credit agreement (the “Credit Agreement”) among the lenders identified therein and Bank of America, N.A., as administrative agent, collateral agent, swingline lender and letter of credit issuer. The Credit Agreement provides for $750 million in senior secured financing, with a first lien on substantially all the Borrower’s assets, consisting of a $500 million five-year Revolving Credit Facility and a five-year $250 million Term Loan. The proceeds of these Credit Facilities were used to, among other things, (i) repay a portion of the First Lien Credit Agreement, (ii) repay the entire outstanding amount of the Second Lien Credit Agreement, and (iii) repay the entire outstanding ABL Credit Facility.
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | |
| V2X, INC. | |
| /s/ William B. Noon | |
| By: William B. Noon | |
| Chief Accounting Officer |
| (Principal Accounting Officer) |
| Date: March 2, 2023 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and the dates indicated.
| | | | | | | | |
| SIGNATURE | TITLE | | | | | | | DATE |
/s/ Charles L. Prow Charles L. Prow | President and Chief Executive Officer, Director | | | | March 2, 2023 |
/s/ Susan D. Lynch Susan D. Lynch | VECTRUS, INC.Chief Financial Officer | March 2, 2023 |
/s/ William B. Noon | |
By: William B. Noon | |
Corporate Vice President and Chief Accounting Officer |
(Principal Accounting Officer)March 2, 2023 |
Date: April 5, 2022/s/ Mary L. Howell Mary L. Howell | Chair and Director | March 2, 2023 |
/s/ John Edward Boyington Jr. John “Ed” Boyington Jr. | Director | March 2, 2023 |
/s/ Dino M. Cusumano Dino M. Cusumano | Director | March 2, 2023 |
/s/ Lee E. Evangelakos Lee E. Evangelakos | Director | March 2, 2023 |
/s/ Melvin F. Parker Melvin F. Parker | Director | March 2, 2023 |
/s/ Eric M. Pillmore Eric M. Pillmore | Director | March 2, 2023 |
/s/ Joel M. Rotroff Joel M. Rotroff | Director | March 2, 2023 |
/s/ Neil D. Snyder Neil D. Snyder | Director | March 2, 2023 |
/s/ Stephen L. Waechter Stephen L. Waechter | Director | March 2, 2023 |
/s/ Phillip C. Widman Phillip C. Widman | Director | March 2, 2023 |
