Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 11, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VEC | ||
Entity Registrant Name | Vectrus, Inc. | ||
Entity Central Index Key | 1601548 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 10,528,031 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $0 |
Consolidated_and_Combined_Stat
Consolidated and Combined Statements of Income (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Income Statement [Abstract] | ||||||
Revenue | $1,203,269 | $1,511,638 | $1,828,364 | |||
Cost of revenue | 1,084,512 | 1,297,089 | 1,635,697 | |||
Selling, general and administrative expenses | 80,340 | 83,227 | 82,316 | |||
Operating income | 38,417 | 131,322 | 110,351 | |||
Interest (expense) income, net | -1,526 | 111 | 45 | |||
Income from continuing operations before income taxes | 36,891 | 131,433 | 110,396 | |||
Income tax expense | 14,079 | 47,041 | 35,731 | |||
Net income | $22,812 | $84,392 | $74,665 | |||
Earnings Per Share | ||||||
Basic (in dollars per share) | $2.18 | [1] | $8.06 | [1] | $7.13 | [1] |
Diluted (in dollars per share) | $2.13 | [1] | $8.06 | [1] | $7.13 | [1] |
Weighted average common shares outstanding - basic (in shares) | 10,476 | [1] | 10,474 | [1] | 10,474 | [1] |
Weighted average common shares outstanding - diluted (in shares) | 10,692 | [1] | 10,474 | [1] | 10,474 | [1] |
[1] | For periods ended September 27, 2014 and prior, basic and diluted earnings per share are computed using the number of shares of Vectrus common stock outstanding on September 27, 2014, the date on which the Vectrus common stock was distributed to the shareholders of Exelis Inc. |
Consolidated_and_Combined_Stat1
Consolidated and Combined Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net income | $22,812 | $84,392 | $74,665 |
Other comprehensive income (loss), net of tax | |||
Foreign currency translation adjustments | -1,642 | 607 | 1,052 |
Total comprehensive income | $21,170 | $84,999 | $75,717 |
Consolidated_and_Combined_Bala
Consolidated and Combined Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash | $42,823 | $10,446 |
Receivables | 202,732 | 227,534 |
Costs incurred in excess of billings | 7,112 | 6,199 |
Other current assets | 10,883 | 10,883 |
Total current assets | 263,550 | 255,062 |
Plant, property and equipment, net | 8,920 | 9,239 |
Goodwill | 216,930 | 222,460 |
Long-term debt issuance costs, net | 3,516 | 0 |
Other non-current assets | 6,575 | 2,403 |
Total non-current assets | 235,941 | 234,102 |
Total Assets | 499,491 | 489,164 |
Current liabilities | ||
Accounts payable | 114,487 | 109,701 |
Billings in excess of costs | 5,806 | 12,706 |
Compensation and other employee benefits | 36,580 | 51,026 |
Deferred tax liability | 25,414 | 24,667 |
Short-term debt | 11,375 | 0 |
Other accrued liabilities | 37,073 | 10,086 |
Total current liabilities | 230,735 | 208,186 |
Long-term debt | 126,000 | 0 |
Deferred tax liability | 75,337 | 74,535 |
Other non-current liabilities | 13,544 | 15,111 |
Other non-current liabilities | 214,881 | 89,646 |
Total liabilities | 445,616 | 297,832 |
Commitments and contingencies (Note 16) | ||
Shareholders' Equity | ||
Preferred stock, value | 0 | 0 |
Common stock, value | 105 | 0 |
Additional paid in capital | 52,967 | 0 |
Retained earnings | 3,331 | 0 |
Parent company equity | 0 | 192,218 |
Accumulated other comprehensive loss | -2,528 | -886 |
Total shareholders' equity | 53,875 | 191,332 |
Total Liabilities and Shareholders' Equity | $499,491 | $489,164 |
Consolidated_and_Combined_Bala1
Consolidated and Combined Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Stockholders' Equity Attributable to Parent [Abstract] | ||
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 10,484,974 | 10,484,974 |
Common stock, shares outstanding (in shares) | 10,484,974 | 10,484,974 |
Consolidated_and_Combined_Stat2
Consolidated and Combined Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating activities | |||
Net income | $22,812 | $84,392 | $74,665 |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Depreciation and amortization expense | 2,149 | 2,631 | 3,035 |
Loss on disposal of property plant & equipment | 103 | 40 | 0 |
Stock-based compensation | 2,324 | 0 | 0 |
Amortization of debt issuance costs | 185 | 0 | 0 |
Changes in assets and liabilities: | |||
Change in receivables | 21,608 | 101,549 | 24,683 |
Change in other assets | -1,329 | -3,770 | -984 |
Change in accounts payable | 6,169 | -51,049 | 9,918 |
Change in billings in excess of costs | -5,266 | -289 | -5,285 |
Change in deferred taxes | 11,282 | -15,888 | -7,197 |
Compensation and other employee benefits | -13,245 | -20,053 | 7,871 |
Change in other liabilities | -3,813 | -4,771 | 9,163 |
Net cash provided by operating activities | 42,979 | 92,792 | 115,869 |
Investing activities | |||
Purchases of capital expenditures | -3,847 | -2,429 | -3,230 |
Proceeds from the disposition of assets | 497 | 0 | 666 |
Net cash used in investing activities | -3,350 | -2,429 | -2,564 |
Financing activities | |||
Repayments of long-term debt | -2,625 | 0 | 0 |
Cash distribution to subsidiary of Exelis | -136,281 | 0 | 0 |
Proceeds from issuance of long-term debt | 140,000 | 0 | 0 |
Payment of debt issuance costs | -3,701 | 0 | 0 |
Payment of employee withholding taxes on share-based compensation | -229 | 0 | 0 |
Working capital adjustment payment from Exelis | 2,600 | 0 | 0 |
Transfer to Parent, net | -6,371 | -94,924 | -113,753 |
Net cash used in financing activities | -6,607 | -94,924 | -113,753 |
Exchange rate effect on cash | -645 | 607 | 1,052 |
Net change in cash | 32,377 | -3,954 | 604 |
Cash-beginning of year | 10,446 | 14,400 | 13,796 |
Cash-end of year | 42,823 | 10,446 | 14,400 |
Supplemental Disclosure of Cash Flow Information: | |||
Interest paid | 1,201 | 0 | 0 |
Income taxes paid | 2,667 | 0 | 0 |
Non-cash investing activities: | |||
Purchase of capital expenditures on account | $92 | $277 | $0 |
Consolidated_and_Combined_Stat3
Consolidated and Combined Statements of Changes in Shareholders' and Parent Company Equity (USD $) | Total | Common Stock Issued | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Net Parent Company Equity | Spinoff | Spinoff | Spinoff | Spinoff | Spinoff | Spinoff |
In Thousands, except Share data | Common Stock Issued | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Net Parent Company Equity | |||||||
Balance at Dec. 31, 2011 | $239,293 | $0 | $0 | $0 | ($2,545) | $241,838 | ||||||
Balance (in shares) at Dec. 31, 2011 | 0 | |||||||||||
Net income | 74,665 | 74,665 | ||||||||||
Foreign currency translation adjustments | 1,052 | 1,052 | ||||||||||
Transfer to Parent, net | -113,753 | -113,753 | ||||||||||
Distribution to subsidiary of Exelis | 0 | |||||||||||
Balance at Dec. 31, 2012 | 201,257 | 0 | 0 | 0 | -1,493 | 202,750 | ||||||
Balance (in shares) at Dec. 31, 2012 | 0 | |||||||||||
Net income | 84,392 | 84,392 | ||||||||||
Foreign currency translation adjustments | 607 | 607 | ||||||||||
Transfer to Parent, net | -94,924 | -94,924 | ||||||||||
Distribution to subsidiary of Exelis | 0 | |||||||||||
Balance at Dec. 31, 2013 | 191,332 | 0 | 0 | 0 | -886 | 192,218 | ||||||
Balance (in shares) at Dec. 31, 2013 | 0 | |||||||||||
Net income | 22,812 | 3,331 | 19,481 | |||||||||
Foreign currency translation adjustments | -1,642 | -1,642 | ||||||||||
Transfer to Parent, net | -6,371 | -6,371 | ||||||||||
Distribution to subsidiary of Exelis | -136,281 | -136,281 | ||||||||||
Spin-off related adjustments | -17,841 | -17,841 | ||||||||||
Employee stock awards and stock options (in shares) | 10,706 | |||||||||||
Employee stock awards and stock options | -229 | -229 | ||||||||||
Stock-based compensation | 2,095 | 2,095 | ||||||||||
Reclassification of net parent equity to common stock and additional paid-in capital in conjunction with the Spin-off (in shares) | 10,474,268 | |||||||||||
Reclassification of net parent equity to common stock and additional paid-in capital in conjunction with the Spin-off | 0 | 105 | 51,101 | 0 | 0 | -51,206 | ||||||
Balance at Dec. 31, 2014 | $53,875 | $105 | $52,967 | $3,331 | ($2,528) | $0 | ||||||
Balance (in shares) at Dec. 31, 2014 | 10,484,974 |
Description_of_Business_and_Su
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||
Description of Business and Summary of Significant Accounting Policies | DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||
Our Business | |||||||||||||
Vectrus is a leading provider of services to the United States (U.S.) government worldwide. We operate in a single segment and offer services in three major capability areas: infrastructure asset management, logistics and supply chain management and information technology and network communication. Our infrastructure asset management services support the U.S. Army, Air Force and Navy and include infrastructure services, security, warehouse management and distribution, ammunition management, military base maintenance and operations, communications, emergency services, transportation, and life support activities at a number of critical global military installations. Our logistics and supply chain management services support and maintain the vehicle and equipment stocks of the U.S. Army and Marine Corps. Our information technology and network communication services consist of sustainment of communications systems, network security, systems installation and full life cycle management of information technology systems for the U.S. Army, Air Force and Navy. | |||||||||||||
Separation from Exelis Inc. | |||||||||||||
On September 27, 2014, Exelis completed the Spin-off of Vectrus, formerly Exelis' Mission Systems business, which was part of Exelis' Information and Technical Services segment. Effective as of 12:01 a.m., Eastern Time on September 27, 2014 (the Distribution Date), the common stock of Vectrus was distributed, on a pro rata basis, to Exelis shareholders of record as of the close of business on September 18, 2014 (the Record Date). On the Distribution Date, each of the shareholders of Exelis received one share of Vectrus common stock for every 18 shares of common stock of Exelis held on the Record Date. The Spin-off was completed pursuant to the Distribution Agreement, dated September 25, 2014, between Exelis and Vectrus (the Distribution Agreement). After the Distribution Date, Exelis does not beneficially own any shares of Vectrus common stock. | |||||||||||||
Vectrus' Registration Statement on Form 10 was declared effective by the SEC on September 8, 2014. Vectrus' common stock began trading “regular way” under the symbol "VEC" on the New York Stock Exchange (NYSE) on September 29, 2014. | |||||||||||||
In connection with the Spin-off, Vectrus entered in to a term loan agreement to fund a $136.3 million distribution to a subsidiary of Exelis that occurred on September 26, 2014. Specifically, on September 17, 2014, Vectrus entered into a $140.0 million term loan (See Note 6, "Debt"). As of December 31, 2014, Vectrus had cash of $42.8 million. In addition, certain assets and liabilities were transferred between Exelis and the Company in connection with the Spin-off (See Note 15, "Related Party Transactions and Parent Company Equity"). | |||||||||||||
Unless the context otherwise requires, references in these notes to "Vectrus", "we," "us," "our," "the Company" and "our Company" refer to Vectrus, Inc. References in these notes to Exelis or "Parent" refer to Exelis Inc., an Indiana corporation, and its consolidated subsidiaries (other than Vectrus). | |||||||||||||
Principles of Consolidation | |||||||||||||
Vectrus consolidates companies in which it has a controlling financial interest. We account for investments in companies over which we have the ability to exercise significant influence, but do not hold a controlling interest under the equity method, and we record our proportionate share of income or losses in the Consolidated and Combined Statements of Operations. All intercompany transactions and balances between programs have been eliminated. | |||||||||||||
Principles of Combination and Basis of Presentation | |||||||||||||
The financial statements presented in this Annual Report on Form 10-K represent: | |||||||||||||
(i) periods prior to September 27, 2014 when we were part of Exelis (referred to as "Combined Financial Statements") and | |||||||||||||
(ii) the period as of and subsequent to September 27, 2014 when we became a separate publicly-traded company (referred to as "Consolidated Financial Statements"). | |||||||||||||
The Consolidated and Combined Financial Statements reflect the consolidated operations of Vectrus as a separate stand-alone entity beginning on September 27, 2014. Our historical Consolidated and Combined Financial Statements have been prepared on a stand-alone basis and have been derived from the consolidated financial statements of Exelis and accounting records of Exelis. The Consolidated and Combined Financial Statements reflect our financial position, results of operations and cash flows as we were historically managed, in conformity with GAAP. | |||||||||||||
All intercompany transactions and balances between programs have been eliminated. Prior to September 26, 2014, all intercompany transactions between Vectrus and Exelis have been included in these Consolidated and Combined Financial Statements and were considered to be effectively settled for cash at the time the transaction was recorded. The total net effect of the settlement of these intercompany transactions is reflected in the Consolidated and Combined Statements of Cash Flows as a financing activity and in the Consolidated and Combined Balance Sheets as “Parent company equity.” | |||||||||||||
Prior to September 27, 2014, our Consolidated and Combined Financial Statements included expenses of Exelis allocated to us for certain functions provided by Exelis, including, but not limited to, general corporate expenses related to finance, legal, information technology, human resources, communications, ethics and compliance, shared services, employee benefits and incentives, insurance and stock-based compensation. These expenses were allocated to us on the basis of direct usage when identifiable, with the remainder allocated on the basis of revenue, headcount or other measures. We consider the basis on which the expenses had been allocated to be a reasonable reflection of the utilization of services provided to, or the benefit received by, us during the periods presented. The allocations may not, however, reflect the expense we would have incurred as an independent, publicly-traded company for the periods presented. Actual costs that may have been incurred if we had been a stand-alone company would depend on a number of factors, including the organization of our operations, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. Following our Spin-off from Exelis, we are performing these functions using our own resources or purchased services. For an interim period, however, some of these functions will continue to be provided by Exelis under a transition services agreement, which generally has a term of one year or less for most services to be provided (See Note 15, "Related Party Transactions and Parent Company Equity"). In addition, in support of ongoing business, we have entered into subcontracts with Exelis whereby either we or Exelis serve as a subcontractor to the other on certain government contracts. | |||||||||||||
Exelis used a centralized approach to cash management and financing of its operations. Prior to the Spin-off, the majority of our cash was transferred to Exelis daily and Exelis funded our operating and investing activities as needed. Cash transfers to and from the cash management accounts of Exelis are reflected in the Consolidated and Combined Statements of Cash Flows as “Transfer to Parent, net.” | |||||||||||||
The Consolidated and Combined Financial Statements also include the push down of certain assets and liabilities that were historically held at the Exelis corporate level but were specifically identifiable or otherwise allocable to us. The cash and cash equivalents held by Exelis at the corporate level, prior to the Spin-off, were not specifically identifiable to the Company and therefore were not allocated to us for any of the periods presented. Cash in our Consolidated and Combined Balance Sheets represents cash held locally by entities included in our Consolidated and Combined Financial Statements. Third-party debt and the related interest expense of Exelis were not allocated to us for any of the periods presented as we are not the legal obligor of the debt and the Exelis borrowings were not directly attributable to our business. | |||||||||||||
Parent Company Equity | |||||||||||||
Parent company equity in the Consolidated and Combined Balance Sheets represents Exelis' historical investment in our accumulated net earnings after taxes and the net effect of the transactions with and allocations of general corporate expenses from Exelis and the transfer of assets and liabilities between Exelis and the Company in connection with the Spin-off. | |||||||||||||
Use of 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. Estimates and assumptions are used for, but not limited to, revenue recognition, income tax contingency accruals, fair value and impairment of goodwill and valuation of assets and certain contingent liabilities. Actual results could differ from these estimates. | |||||||||||||
Revenue Recognition | |||||||||||||
As a defense contractor engaging in long-term contracts, the majority of our revenue is derived from long-term service contracts for which revenue is recognized under the percentage-of-completion method based on units of delivery or percentage of costs incurred to total costs. For units of delivery, revenue and profits are recognized based upon the ratio of actual units delivered to estimated total units to be delivered under the contract. Under the cost-to-total cost method, revenue is recognized based upon the ratio of costs incurred to estimated total costs at completion. Revenue under cost-reimbursement contracts is recorded as costs are incurred and includes estimated earned fees or profits calculated on the basis of the relationship between costs incurred and total estimated costs. Revenue and profits on time-and-material type contracts are recognized based on billable rates multiplied by direct labor hours incurred plus material and other reimbursable costs incurred. The completed contract method is utilized when reasonable and reliable cost estimates for a project cannot be made. Amounts invoiced to customers in excess of revenue recognized are recorded as deferred revenue, until the revenue recognition criteria are satisfied, and are recorded as Billings in excess of costs in the accompanying Consolidated and Combined Balance Sheets. Revenue that is earned and recognized in excess of amounts invoiced is recorded as a component of receivables. | |||||||||||||
During the performance of long-term sales contracts, estimated final contract prices and costs are reviewed periodically and revisions are made as required and recorded in income in the period 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 representing contract change orders, claims, requests for equitable adjustment, or limitations in funding on contracts are recorded only if it is probable the claim will result in additional contract revenue and the amounts can be reliably estimated. Provisions for estimated losses on uncompleted long-term contracts are made in the period in which such losses are determined and are recorded as a component of cost of revenue. Contract revenue and cost estimates are reviewed and reassessed periodically. Changes in these estimates could result in recognition of cumulative catch-up adjustments to the contract’s inception to date revenue, cost of revenue and profit in the period in which such changes are made, based on a contract’s percentage of completion. Changes in revenue and cost estimates could also result in a forward loss or an adjustment to a forward loss. | |||||||||||||
Cumulative catch-up adjustments are presented in the following table: | |||||||||||||
Year Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Favorable adjustments | $ | 3,981 | $ | 42,206 | $ | 11,896 | |||||||
Unfavorable adjustments ¹ | (6,629 | ) | (3,906 | ) | (1,065 | ) | |||||||
Net (unfavorable) favorable adjustments | $ | (2,648 | ) | $ | 38,300 | $ | 10,831 | ||||||
¹ Of the $6.6 million unfavorable change in estimates in 2014, $2.5 million is due to the TARS program, which was retained by Exelis. | |||||||||||||
For the twelve months ended December 31, 2014, 2013 and 2012, we generated approximately 88%, 92% and 93%, respectively, of our total revenue from the U.S. Army. Our four largest contracts amounted to approximately $822.0 million, or 68%, $1,037.6 million, or 68.6%, and $1,246.2 million, or 68.2%, of our total revenue for the years ending December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
Restructuring | |||||||||||||
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 and reasonably estimable. For voluntary separation plans, a liability is recognized when the employee irrevocably accepts the termination. For one-time termination benefits, such as additional severance pay or related benefit charges, the liability is measured and recognized initially at fair value in the period in which the liability is incurred, with subsequent changes to the liability recognized as adjustments in the period of change or if the employees are required to render services beyond a minimum retention period, the fair value of the severance or benefit payouts is recognized ratably over the future service period. | |||||||||||||
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. | |||||||||||||
We recognize tax benefits from uncertain tax positions 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 positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. | |||||||||||||
Prior to September 27, 2014, our income taxes as presented were calculated on a separate tax return basis, although our operations have historically been included in U.S. Federal and state tax returns or non-U.S. jurisdictions tax returns of Exelis. With the exception of certain dedicated foreign entities, we did not maintain taxes payable to or receivable from our parent and we were deemed to settle the annual current tax balances immediately with the legal tax-paying entities in the respective jurisdictions. These settlements were reflected as changes in parent company investment. | |||||||||||||
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. Net gains or losses from foreign currency transactions are reported in Selling, General and Administrative (SG&A) expenses and have historically been immaterial. | |||||||||||||
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 requests for equitable adjustment in negotiation that are probable of recovery, and amounts retained by the customer pending contract completion. | |||||||||||||
Plant, Property and Equipment, Net | |||||||||||||
Plant, property 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 income. | |||||||||||||
Depreciation and amortization is generally computed using either an accelerated or straight-line method and is based on estimated useful lives or lease term as follows: | |||||||||||||
Years | |||||||||||||
Buildings and improvements | 5 – 40 | ||||||||||||
Machinery and equipment | 3 – 10 | ||||||||||||
Furniture, fixtures, and office equipment | 3 – 7 | ||||||||||||
Operating Leases | |||||||||||||
Many of our real property lease agreements contain incentives for tenant improvements, rent holidays, or rent escalation clauses. For incentives for tenant improvements, the Company records a deferred rent liability and amortizes the deferred rent over the term of the lease as a reduction to rent expense. For rent holidays and rent escalation clauses during the lease term, the Company records minimum rental expenses on a straight-line basis over the term of the lease. Leasehold improvements are amortized over the lesser of the remaining life of the lease or the estimated useful life of the improvement. | |||||||||||||
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 and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When an impairment is identified, we reduce the carrying value of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to 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 fourth fiscal quarter. The impairment test is a two-step test. In the first step, the estimated fair value of the reporting unit is compared to the carrying value of the net assets assigned to the reporting unit. If the estimated fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and the second step of the impairment test is not performed. If the carrying value of the reporting unit exceeds its estimated fair value, then the second step of the impairment test is performed in order to measure the impairment loss to be recorded. If the carrying value of the reporting unit's goodwill exceeds its implied fair value, then we record an impairment loss equal to the difference. 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. | |||||||||||||
Stock-Based Compensation | |||||||||||||
We recognize stock-based compensation expense primarily within SG&A expenses based on the grant date fair values, net of estimated forfeitures, for all share-based awards granted over the requisite service periods of the awards, which is generally equivalent to the vesting terms. Stock-based compensation expense from September 27, 2014 to December 31, 2014 was $2.3 million. Prior to September 27, 2014, our employees and directors participated in equity incentive plans maintained by Exelis. Stock-based compensation expense related to the Exelis plans has historically been immaterial. | |||||||||||||
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. | |||||||||||||
Segment Information | |||||||||||||
Management has concluded that the Company operates in 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. While we perform services worldwide, all of our 2014 revenue was with the U.S. government. | |||||||||||||
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. | |||||||||||||
Accruals for environmental matters are recorded on a site by site basis when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. Our estimated liability is reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of the relevant costs. These accruals are adjusted quarterly as assessment and remediation efforts progress or as additional technical or legal information become available. Actual costs to be incurred at identified sites in future periods may vary from the estimates, given inherent uncertainties in evaluating environmental exposures. Accruals for environmental liabilities are included primarily in other non-current liabilities at undiscounted amounts and exclude claims for recoveries from insurance companies or other third parties. Recoveries from insurance companies or other third parties are included primarily in other non-current assets when the recovery is probable. Any environmental liabilities as of the date of the Spin-off were retained by Exelis as set forth in the Distribution Agreement and accordingly, after the Spin-off the Company eliminated the liability and recorded a contribution to capital. | |||||||||||||
Earnings Per Share | |||||||||||||
We compute 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. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 12 Months Ended | |||
Dec. 31, 2014 | ||||
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ||||
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS | |||
Standard | Description | Date of issuance | Effect on the financial statements or other significant matters | |
Standards that are not yet adopted | ||||
Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers | The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. The standard is effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. | May-14 | We are currently evaluating the effect the standard is expected to have on the Company's financial statements and related disclosures. | |
Standards that were adopted | ||||
ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity | The standard will reduce the frequency of disposals reported as discontinued operations by raising the threshold for a disposal to qualify as a discontinued operation, focusing on strategic shifts that have or will have a major effect on an entity's operations and financial results. The guidance is effective prospectively for annual periods beginning on or after December 15, 2014, with early adoption permitted, and would only apply to disposals completed subsequent to adoption. | Apr-14 | The Company adopted this guidance on September 27, 2014. The adoption of the standard had no impact on the Company’s financial statements. | |
Other new pronouncements issued but not effective until after December 31, 2014 are not expected to have a material impact on our financial position, results of operations or cash flows. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | INCOME TAXES | ||||||||||||
Prior to September 27, 2014, our operating results were included in the consolidated U.S. Federal and state income tax returns of Exelis as well as in certain tax filings of Exelis for non-U.S. jurisdictions. Amounts presented in these Consolidated and Combined Financial Statements related to income taxes have been determined on a separate return basis. Prior to September 27, 2014, our contribution to the tax position of Exelis on a separate return basis has been included in these financial statements. Our separate return basis tax losses and tax credits may not reflect the tax positions taken or to be taken by Exelis. In many cases the tax losses and tax credits we generated have been available for use by Exelis and may remain with Exelis after the separation from Exelis. | |||||||||||||
The source of pre-tax income and the components of income tax expense at December 31, 2014, 2013 and 2012, respectively, are as follows: | |||||||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||||||
Total income components | |||||||||||||
United States | $ | 36,377 | $ | 132,655 | $ | 107,787 | |||||||
Foreign | 514 | (1,222 | ) | 2,609 | |||||||||
Total | $ | 36,891 | $ | 131,433 | $ | 110,396 | |||||||
Income tax expense components | |||||||||||||
Current income tax provision | |||||||||||||
United States - Federal | $ | 2,385 | $ | 62,102 | $ | 42,093 | |||||||
United States - state and local | 29 | 1,190 | 611 | ||||||||||
Foreign | 382 | 457 | 839 | ||||||||||
Total current income tax provision | 2,796 | 63,749 | 43,543 | ||||||||||
Deferred income tax provision | |||||||||||||
United States - Federal | 10,385 | (16,450 | ) | (2,211 | ) | ||||||||
United States - state and local | 898 | (258 | ) | (5,601 | ) | ||||||||
Total deferred income tax provision | 11,283 | (16,708 | ) | (7,812 | ) | ||||||||
Total income tax expense | $ | 14,079 | $ | 47,041 | $ | 35,731 | |||||||
Effective tax rate | 38.2 | % | 35.9 | % | 31.8 | % | |||||||
A reconciliation of the income tax provision at the U.S. statutory rate to the effective income tax rate as reported is as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Tax provision at U.S. statutory rate | 35 | % | 35 | % | 35 | % | |||||||
State and local income tax, net of Federal benefit | 1.6 | % | 0.5 | % | (2.9 | )% | |||||||
Other | 1.6 | % | 0.4 | % | (0.3 | )% | |||||||
Effective income tax rate | 38.2 | % | 35.9 | % | 31.8 | % | |||||||
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) | 2014 | 2013 | |||||||||||
Deferred Tax Assets: | |||||||||||||
Costs incurred in excess of billings | $ | 1,867 | $ | 4,067 | |||||||||
Compensation and benefits | 11,100 | 1,633 | |||||||||||
Contingency reserves | 1,995 | 1,834 | |||||||||||
Other | 1,931 | 3,324 | |||||||||||
Net operating losses | 224 | — | |||||||||||
Total deferred tax assets | $ | 17,117 | $ | 10,858 | |||||||||
Deferred Tax Liabilities: | |||||||||||||
Goodwill | $ | (77,142 | ) | $ | (74,629 | ) | |||||||
Property, Plant and Equipment | (2,047 | ) | (2,577 | ) | |||||||||
Unbilled receivables | (38,679 | ) | (32,854 | ) | |||||||||
Total deferred tax liabilities | $ | (117,868 | ) | $ | (110,060 | ) | |||||||
Deferred taxes are classified in the Consolidated and Combined Balance Sheets as follows: | |||||||||||||
(In thousands) | 2014 | 2013 | |||||||||||
Current liabilities | $ | 25,414 | $ | 24,667 | |||||||||
Non-current liabilities | 75,337 | 74,535 | |||||||||||
Net deferred tax liabilities | $ | 100,751 | $ | 99,202 | |||||||||
Uncertain Tax Position | |||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits as of December 31, 2014, 2013 and 2012 is as follows: | |||||||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||||||
Unrecognized tax benefits - January 1 | $ | 8,541 | $ | 12,682 | $ | 1,361 | |||||||
Additions for: | |||||||||||||
Current year tax positions | — | 1,573 | 11,321 | ||||||||||
Prior year tax positions | 6,954 | — | — | ||||||||||
Reductions for: | |||||||||||||
Prior year tax positions | (7,891 | ) | (5,714 | ) | — | ||||||||
Unrecognized tax benefits - December 31 | $ | 7,604 | $ | 8,541 | $ | 12,682 | |||||||
As of December 31, 2014, we anticipate that approximately $6.9 million of the unrecognized tax benefits would, if recognized, affect our effective tax rate. We believe the majority of our uncertain tax positions at December 31, 2014 will significantly decrease within twelve months of the reporting date due to the resolution of examinations. The IRS is currently conducting an examination for tax years 2009 - 2012. | |||||||||||||
In many cases, unrecognized tax benefits are related to tax years that remain subject to examination by the relevant taxing authorities. The following table summarizes the earliest open tax years by major jurisdiction: | |||||||||||||
Jurisdiction | Earliest Open Year | ||||||||||||
United States | 2009 | ||||||||||||
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 and Combined Statement of Income. During 2014, 2013 and 2012, we did not recognize any expense related to tax matters. As of December 31, 2014, 2013, and 2012, we had interest accrued for tax matters of $0.6 million, $0.3 million and less than $0.1 million, respectively. |
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Earnings Per Share [Abstract] | ||||||||||
Earnings Per Share | EARNINGS PER SHARE | |||||||||
The following table sets forth the reconciliation of basic and diluted weighted average shares outstanding for our earnings per share calculations for the following: | ||||||||||
Year Ended December 31, | ||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||
Weighted average common shares outstanding ¹ | 10,476 | 10,474 | 10,474 | |||||||
Add: Dilutive impact of stock options | 76 | — | — | |||||||
Add: Dilutive impact of restricted stock units | 140 | — | — | |||||||
Diluted weighted average common shares outstanding ¹ | 10,692 | 10,474 | 10,474 | |||||||
¹ For periods ended September 27, 2014 and prior, basic and diluted earnings per share are computed using the number of shares of Vectrus common stock outstanding on September 27, 2014, the date on which the Vectrus common stock was distributed to the shareholders of Exelis Inc. | ||||||||||
The table below provides a summary of securities that could potentially dilute basic earnings per share in the future that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the period presented. | ||||||||||
Year Ended December 31, | ||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||
Anti-dilutive stock options | 11 | — | — | |||||||
Receivables
Receivables | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Receivables [Abstract] | |||||||||
Receivables | RECEIVABLES | ||||||||
Receivables were comprised of the following: | |||||||||
December 31, | |||||||||
(In thousands) | 2014 | 2013 | |||||||
Billed receivables | $ | 41,997 | $ | 68,508 | |||||
Unbilled contract receivables | 160,735 | 159,026 | |||||||
Receivables | $ | 202,732 | $ | 227,534 | |||||
All billed receivables are due from the U.S. government, either directly as prime contractor to the government or as subcontractor to another prime contractor to the U.S. government, as of December 31, 2014 and December 31, 2013, respectively. Because the Company’s billed receivables are with the U.S. government, the Company does not believe it has a material credit risk exposure. | |||||||||
As part of the Spin-off, Exelis indemnified Vectrus for a receivable of approximately $11.4 million. The Company recorded a corresponding liability as we are required to remit payment to Exelis for amounts collected related to the indemnified receivable. | |||||||||
Unbilled contract receivables represent revenue recognized on long-term contracts in excess of amounts billed as of the balance sheet date. We estimate that approximately $4.8 million of our unbilled contract receivables as of December 31, 2014 may not be collected within the next twelve months. These amounts relate to requests for equitable adjustments and contract line item realignments with our customers. |
Debt
Debt | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt | DEBT | ||||||||
Credit Agreement | |||||||||
On September 17, 2014, Vectrus entered into a Credit Agreement (the Credit Agreement) by and among Vectrus, our 100% owned subsidiary Vectrus Systems Corporation (VSC), formerly known as Exelis Systems Corporation, as the Borrower, the Lenders and Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. The Credit Agreement provided for $215.0 million in senior secured financing, consisting of a $140.0 million term loan facility (the Term Facility) and a $75.0 million revolving credit facility (the Revolver and, together with the Term Facility, the Senior Secured Credit Facilities). The net proceeds from the Term Facility were used to pay a $136.3 million distribution to a subsidiary of Exelis on September 26, 2014. The Revolver is available for working capital, capital expenditures, and other general corporate purposes. In connection with the Credit Agreement, the Company paid $3.7 million in debt financing fees, which were capitalized as debt issuance costs and are included in Long-term debt issuance costs, net on the Consolidated and Combined Balance Sheets. The debt issuance costs are being amortized as an adjustment to Interest expense over the remaining life of the Credit Agreement. | |||||||||
Term Facility | |||||||||
The Term Facility consists of a five-year term loan in an aggregate principal amount of $140.0 million. The full amount of the term loan was made in a single drawing on September 26, 2014. As of December 31, 2014, the balance outstanding for the Term Facility was $137.4 million. The Term Facility amortizes in quarterly installments at the following rates per annum: 7.5% in year one; 10% in each of years two and three, 15% in year four and 57.5% in year five. Amounts borrowed under the Term Facility that are repaid or prepaid may not be re-borrowed. Any unpaid amounts must be repaid by September 17, 2019. | |||||||||
The Company's aggregate scheduled maturities of the Term Facility as of December 31, 2014, are as follows: | |||||||||
(in thousands) | Payments due | ||||||||
Year 1 | $ | 11,375 | |||||||
Year 2 | 14,000 | ||||||||
Year 3 | 15,750 | ||||||||
Year 4 | 35,875 | ||||||||
Year 5 | 60,375 | ||||||||
Total | $ | 137,375 | |||||||
Revolver | |||||||||
The Revolver consists of a five-year senior secured revolving credit facility with aggregate commitments in an amount equal to $75.0 million, of which up to $35.0 million is available for the issuance of letters of credit, and includes a swingline facility in an amount equal to $10.0 million. The Revolver will mature and the commitments thereunder will terminate on September 17, 2019. As of December 31, 2014, there were six letters of credit outstanding in the aggregate amount of $14.4 million, which reduced our borrowing availability to $60.6 million under the Revolver. | |||||||||
Guarantees and Collateral | |||||||||
The indebtedness, obligations and liabilities under the Senior Secured Credit Facilities are unconditionally guaranteed jointly and severally on a senior secured basis by Vectrus and certain of its current and future restricted subsidiaries and are secured, subject to permitted liens and other exceptions and exclusions, by a first-priority lien on substantially all tangible and intangible assets of Vectrus, VSC and each domestic guarantor including (i) a perfected pledge of all of the capital stock of VSC and each direct, wholly-owned material restricted subsidiary held by VSC or any guarantor (subject to certain limitations with respect to foreign subsidiaries) and (ii) perfected security interests in and mortgages on, accounts, inventory, equipment, general intangibles, commercial tort claims, investment property, intellectual property, material fee-owned real property, letter of credit rights, deposit and securities accounts, intercompany notes and proceeds of the foregoing, except for certain excluded assets. | |||||||||
Mandatory Prepayments | |||||||||
The Term Facility requires the following amounts to be applied to prepay the Term Loan, subject to certain thresholds, exceptions and reinvestment rights: | |||||||||
• | 100% of the net cash proceeds from the incurrence of indebtedness by Vectrus and its restricted subsidiaries (other than permitted debt); | ||||||||
• | 100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property by Vectrus and its restricted subsidiaries (including casualty insurance and condemnation proceeds, but with exceptions for sales of inventory and other ordinary course dispositions, obsolete or worn-out property, property no longer useful in the business and other exceptions); | ||||||||
• | 50% of excess cash flow with step-downs to 25% and 0% based on certain leverage ratios, commencing with fiscal year ending December 31, 2015. | ||||||||
Voluntary Prepayments | |||||||||
VSC may voluntarily prepay the Term Facility in whole or in part at any time without premium or penalty, subject to the payment of customary breakage costs, which we anticipate would be minimal, in the case of LIBOR rate loans as defined in the Credit Agreement. Optional prepayments of the Term Facility will be applied to the remaining installments thereof as directed by VSC. | |||||||||
Commitments under the Revolver may be reduced in whole or in part at any time without premium or penalty. | |||||||||
Covenants | |||||||||
The Senior Secured Credit Facilities contain certain covenants that, among other items, limit or restrict the ability of Vectrus and its restricted subsidiaries, including VSC, to (subject to certain qualifications and exceptions): | |||||||||
• | create liens and encumbrances; | ||||||||
• | incur additional indebtedness; | ||||||||
• | merge, dissolve, liquidate or consolidate; | ||||||||
• | make acquisitions, investments, advances or loans; | ||||||||
• | dispose of or transfer assets; | ||||||||
• | pay dividends or make other payments in respect of our capital stock; | ||||||||
• | amend certain material documents; | ||||||||
• | redeem or repurchase certain debt; | ||||||||
• | engage in certain transactions with affiliates; | ||||||||
• | enter into speculative hedging arrangements; and | ||||||||
• | enter into certain restrictive agreements. | ||||||||
As of December 31, 2014, the maximum amount of dividends the Company could distribute was $5.0 million. In addition, Vectrus is required to comply with (a) a maximum ratio of total consolidated indebtedness to consolidated Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) of 3.50 to 1.00, with step-downs to 3.00 to 1.00 beginning with the third fiscal quarter of 2015 and 2.75 to 1.00 beginning with the first fiscal quarter of 2016 and (b) a minimum ratio of consolidated EBITDA to consolidated interest expense (net of cash interest income) of 4.50 to 1.00. As of December 31, 2014, the Company had a total consolidated indebtedness to EBITDA of 2.46 to 1:00 and consolidated EBITDA to consolidated interest expense of 9.38 to 1:00. The Company was in compliance with all financial covenants related to the Senior Secured Credit Facilities as of December 31, 2014. | |||||||||
Interest Rates and Fees | |||||||||
Outstanding borrowings under the Senior Secured Credit Facilities accrue interest, at the option of VSC, at a per annum rate of (i) a LIBOR rate plus the applicable margin or (ii) a base rate plus the applicable margin. The applicable margin for borrowings under the Senior Secured Credit Facilities is subject to a leverage-based pricing grid with the LIBOR rate ranging from 2.50% to 3.00%. The interest rate under the Senior Secured Credit Facilities at December 31, 2014, was 2.92%. | |||||||||
During an event of default, overdue principal under the Senior Secured Credit Facilities may bear interest at a rate of 2.00% in excess of the otherwise applicable rate of interest. On and after the funding date, VSC pays a commitment fee on the undrawn portion of the Revolver ranging from 0.40% to 0.50% depending on the leverage ratio. | |||||||||
The fair value of the Company's long-term debt approximates the carrying value as of December 31, 2014 due to the short duration between the execution of the agreement and the balance sheet date and the term loan bears interest at a floating rate of interest. The fair value is based on observable inputs of interest rates that are currently available to the Company for debt with similar terms and maturities for non-public debt. | |||||||||
Carrying values and fair values of the Term Facility in the Consolidated and Combined Balance Sheets are as follows: | |||||||||
December 31, 2014 | |||||||||
(In thousands) | Carrying Amount | Fair Value | |||||||
Long-term debt, including short term portion | $ | 137,375 | $ | 137,375 | |||||
Composition_of_Certain_Financi
Composition of Certain Financial Statement Captions | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Balance Sheet Related Disclosures [Abstract] | ||||||||
Composition of Certain Financial Statement Captions | 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 were comprised of the following at December 31: | ||||||||
(In thousands) | 2014 | 2013 | ||||||
Accrued salaries and wages | $ | 13,919 | $ | 26,095 | ||||
Accrued bonus | 4,528 | 3,852 | ||||||
Accrued employee benefits | 18,133 | 21,079 | ||||||
Total | $ | 36,580 | $ | 51,026 | ||||
Other accrued liabilities | ||||||||
Other accrued liabilities were comprised of the following at December 31: | ||||||||
(In thousands) | 2014 | 2013 | ||||||
Workers' compensation, auto and general liability reserve | $ | 9,637 | $ | — | ||||
Exelis indemnified receivable obligation | 11,411 | — | ||||||
Accrued liabilities | 16,025 | 10,086 | ||||||
Total | $ | 37,073 | $ | 10,086 | ||||
Plant_Property_and_Equipment
Plant, Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Plant, Property and Equipment | PLANT, PROPERTY AND EQUIPMENT, NET | ||||||||
Plant, property and equipment, net consisted of the following at December 31: | |||||||||
(In thousands) | 2014 | 2013 | |||||||
Buildings and improvements | $ | 6,034 | $ | 6,753 | |||||
Machinery and equipment | 11,034 | 11,888 | |||||||
Furniture, fixtures and office equipment | 3,900 | 1,212 | |||||||
Plant, property and equipment, gross | 20,968 | 19,853 | |||||||
Less: accumulated depreciation and amortization | (12,048 | ) | (10,614 | ) | |||||
Plant, property and equipment, net | $ | 8,920 | $ | 9,239 | |||||
Depreciation expense of plant, property and equipment was $2.1 million, $2.6 million and $3.0 million in 2014, 2013 and 2012, respectively. |
Goodwill
Goodwill | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | GOODWILL | ||||
Goodwill | |||||
Goodwill at December 31, 2014, of $216.9 million is $5.5 million less than total goodwill at December 31, 2013. This adjustment reflects the portion associated with a reallocation of goodwill by Exelis as a part of the Spin-off. There was no goodwill impairment in 2014 or 2013. We conduct our annual impairment testing as of the first day of the last fiscal quarter. There were no acquisitions during the years ended December 31, 2014 and 2013 or any prior periods. | |||||
Changes in the carrying amount of goodwill for the periods ended December 31, 2014 and 2013 are as follows: | |||||
(In thousands) | |||||
Balance - January 1, 2012 | $ | 222,460 | |||
Balance – December 31, 2013 | $ | 222,460 | |||
Reallocation of goodwill by Exelis as part of the Spin-off | (5,530 | ) | |||
Balance – December 31, 2014 | $ | 216,930 | |||
Leases_and_Rentals
Leases and Rentals | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Leases [Abstract] | |||||||||
Leases and Rentals | LEASES AND RENTALS | ||||||||
Operating Leases | |||||||||
The Company leases certain offices, buildings, automobiles, computers, land and other equipment under operating leases. Such leases expire at various dates through 2019 and may include renewal and payment escalation clauses. The Company often pays maintenance, insurance and tax expense related to leased assets. Rental expenses under our operating leases were $9.9 million, $9.7 million and $9.1 million for 2014, 2013 and 2012, respectively. Future operating lease payments under non-cancellable operating leases with an initial term in excess of one year as of December 31, 2014 are shown below. | |||||||||
(In thousands) | Payments due | ||||||||
2015 | $ | 2,590 | |||||||
2016 | 1,731 | ||||||||
2017 | 1,639 | ||||||||
2018 | 1,087 | ||||||||
2019 | 44 | ||||||||
Total minimum lease payments | $ | 7,091 | |||||||
Capital Leases | |||||||||
The Company acquired $1.6 million of vehicles and equipment using capital leases during both fiscal years 2014 and 2013. There was $0.4 million, $0.2 million and less than $0.1 million, of depreciation on capital leases during 2014, 2013 and 2012, respectively. Capital leases terms vary in length from twenty-four to sixty months. The liabilities for these capital leases are included in “Other accrued liabilities” and “Other long-term liabilities” in the Consolidated and Combined Balance Sheets. | |||||||||
The following is a schedule, by year, of future minimum lease payments under capital leases, together with the present value of the net minimum lease payments as of December 31, 2014: | |||||||||
(In thousands) | Amount | ||||||||
2015 | $ | 399 | |||||||
2016 | 327 | ||||||||
2017 | 82 | ||||||||
Thereafter | 132 | ||||||||
Total minimum lease payments | 940 | ||||||||
Less: estimated executory costs | — | ||||||||
Net minimum lease payments | 940 | ||||||||
Less: amount representing interest | (30 | ) | |||||||
Present value of minimum lease payments | $ | 910 | |||||||
Capital leases included in Plant, property and equipment,net (See Note 8): | |||||||||
December 31, | |||||||||
(In thousands) | 2014 | 2013 | |||||||
Machinery and equipment | $ | 1,625 | $ | 1,586 | |||||
Accumulated depreciation | (609 | ) | (257 | ) | |||||
Machinery and equipment, net | $ | 1,016 | $ | 1,329 | |||||
Capital leases consisted of the following: | |||||||||
December 31, | |||||||||
(In thousands) | 2014 | 2013 | |||||||
Other accrued liabilities | $ | 380 | $ | 476 | |||||
Other long-term liabilities | 543 | 889 | |||||||
Total | $ | 923 | $ | 1,365 | |||||
Restructuring
Restructuring | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Restructuring and Related Activities [Abstract] | |||||
Restructuring | RESTRUCTURING | ||||
We have initiated various restructuring activities in our business during the past two years. The restructuring activities focus on various aspects of the operations, including closing certain facilities, rationalizing headcount, and aligning operations in the most strategic and cost efficient manner. | |||||
In 2013, we closed the administrative office in Doha, Qatar and initiated indirect staff reductions based in Colorado Springs, Colorado as we implemented a leaner headquarters operating model. Through involuntary employee reductions, we eliminated thirty-four positions. | |||||
During the fourth quarter of 2014, we further took action to reduce the size of our workforce and align our cost structure more closely to customer and market conditions. Through voluntary employee reductions, we eliminated twelve positions. | |||||
The Company expects substantially all remaining severance payments to be paid out by the third quarter of 2015 pursuant to agreements entered into with affected employees and we do not expect to incur significant additional charges related to these actions in future periods. We did not have any individually significant restructuring activities in 2012. | |||||
The severance and related benefit costs for the fiscal years ended 2014 and 2013 included in Selling, general and administrative expenses on the Consolidated and Combined Statements of Income are summarized in the table below: | |||||
(In thousands) | |||||
Balance, December 31, 2012 | $ | — | |||
Severance and benefit related costs | 2,597 | ||||
Payments | (1,323 | ) | |||
Balance, December 31, 2013 | $ | 1,274 | |||
Severance and benefit related costs | 732 | ||||
Payments | (1,256 | ) | |||
Balance, December 31, 2014 | $ | 750 | |||
Post_Employment_Benefit_Plans
Post Employment Benefit Plans | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Post Employment Benefit Plans | POST EMPLOYMENT BENEFIT PLANS |
Vectrus sponsors one defined contribution savings plan, which allows employees to contribute a portion of their pre-tax and/or after-tax income in accordance with specified guidelines. The plan requires us to match a percentage of the employee contributions up to certain limits of employee base pay. Our portion of the matching contributions charged to income amounted to $2.8 million and $4.2 million for the 12 months ended December 31, 2014 and 2013, respectively. | |
On September 11, 2014, the Board 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 the Company's tax-qualified plans, the Company 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. $0.2 million of contributions were accrued by the Company as of December 31, 2014. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||
Stock-Based Compensation | STOCK-BASED COMPENSATION | |||||||||||||||||||||||||||
On September 11, 2014, the Board of Directors of Vectrus (the Board) adopted and approved the Vectrus, Inc. 2014 Omnibus Incentive Plan (the 2014 Omnibus Plan). The purpose of the 2014 Omnibus Plan is to promote the long-term interests of the Company and its shareholders by strengthening the Company's ability to attract and retain employees of the Company and its affiliates and members of the Board upon whose judgment, initiative and efforts the financial success and growth of the business of the Company largely depend, and to provide an additional incentive for such individuals through share ownership and other rights that promote and recognize the financial success and growth of the Company and create value for shareholders. The 2014 Omnibus Plan permits the Compensation and Personnel Committee of the Board (the Committee) to grant to eligible employees and directors of the Company and its affiliates any of the following types of awards (or any combination thereof): nonqualified stock options (NQOs), incentive stock options, stock appreciation rights, restricted stock, restricted stock units (RSUs) and other awards that may include, without limitation, unrestricted shares, the payment of shares in lieu of cash, the payment of cash based on attainment of performance goals, service conditions or other goals established by the Committee and the payment of shares in lieu of cash under other Company incentive or bonus programs. Subject to adjustment, the maximum number of shares of the Company's common stock authorized for issuance under the 2014 Omnibus Plan is 2.6 million shares. The 2014 Omnibus Plan also generally governs equity awards that were issued under equity plans of Exelis and converted into awards denominated in the Company's common stock, provided that such converted awards will generally continue to be subject to the material terms and conditions of the original equity incentive plans under which they were granted. As of December 31, 2014, there were 1.7 million shares available under the 2014 Omnibus Plan. | ||||||||||||||||||||||||||||
Outstanding Exelis Awards | ||||||||||||||||||||||||||||
Vectrus awards granted prior to the Spin-off were denominated in Exelis common shares. Exelis' equity incentive plan governs awards granted to Exelis employees and directors including NQOs and incentive stock options, Restricted Stock and RSUs, target cash awards called Total Shareholder Return (TSR) awards and other awards. On September 29, 2014, Exelis converted or adjusted outstanding NQOs and RSUs to 514,941 replacement awards denominated in Vectrus common shares. The manner of conversion for each award reflected a mechanism intended to preserve the intrinsic value of each award and generally on terms which were in all material respects identical to the terms of the award replaced. The fair value of the converted Vectrus NQOs immediately following the Spin-off was higher than the fair value of the Exelis awards prior to the Spin-off. As a result, we will incur incremental compensation expense of approximately $0.7 million of which $0.3 million was recognized as of December 31, 2014. The remaining balance will be expensed over the remaining term of the specific award and recognized through 2017. | ||||||||||||||||||||||||||||
2014 Omnibus Plan Awards Granted Post Spin-off | ||||||||||||||||||||||||||||
Employee Grants | ||||||||||||||||||||||||||||
On September 29, 2014, the Committee approved the grant of 6,727 RSUs, to be effective October 10, 2014, to executives who had outstanding Exelis TSR awards under the Exelis plan. The RSUs will vest on December 4, 2015, subject to the participants' continued employment and the terms of the award agreement. The fair value of the RSUs is determined based on the closing price of Vectrus common stock on the date of grant, which was $20.62. Stock compensation expense will be recognized ratably over the vesting period of the awards. | ||||||||||||||||||||||||||||
Founders' Grants | ||||||||||||||||||||||||||||
On September 29, 2014, the Committee approved the grant of 175,606 RSUs and 171,298 NQOs, effective October 10, 2014, to employees in positions deemed critical to the establishment and success of Vectrus. These Founders' Grants were a special one-time award intended to closely align the economic interest of the recipients with the Vectrus shareholders. The RSUs vest in one-third increments on each of the three anniversary dates following the grant date. The fair value of the RSUs was determined based on the closing price of Vectrus common stock on the date of grant, which was $20.62. The NQOs expire ten years from the date of the grant and vest in one-third increments over 3 years following the date of the grant. The fair value of each NQO grant was estimated as $8.24 on the date of grant using the Black-Scholes option pricing model. Stock compensation expense will be recognized ratably over the vesting period of the awards. | ||||||||||||||||||||||||||||
Non-employee Director Grants | ||||||||||||||||||||||||||||
On September 29, 2014, the Committee approved the grant of 21,024 RSUs, effective October 10, 2014, as a portion of the directors' compensation, prorated for their service from the Spin-off through the day before the May 2015 annual meeting. The RSUs vest one day prior to the Vectrus 2015 annual meeting. The fair value of the RSUs is determined based on the closing price of Vectrus common stock on the date of grant, which was $20.62. Stock compensation expense will be recognized ratably over the vesting period of the awards. | ||||||||||||||||||||||||||||
Prior to September 27, 2014, our employees participated in equity incentive plans maintained by Exelis. Stock-based compensation amounts awarded under the Exelis plans have historically been immaterial, as such, amounts presented in the following tables include equity and liability awards issued under the Vectrus equity incentive plan after September 27, 2014. | ||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Compensation costs for equity-based awards | $ | 2,095 | ||||||||||||||||||||||||||
Compensation costs for liability-based awards | 229 | |||||||||||||||||||||||||||
Total compensation costs, pre-tax | $ | 2,324 | ||||||||||||||||||||||||||
Future tax benefit | $ | 827 | ||||||||||||||||||||||||||
At December 31, 2014, total unrecognized compensation costs related to equity-based awards and liability based awards were $6.6 million and $0.3 million, respectively, which are expected to be recognized ratably over a weighted average period of 1.89 years and 0.98 years, respectively. | ||||||||||||||||||||||||||||
We account for NQOs and RSUs as equity-based compensation awards. TSR and cash settled RSUs are accounted for as liability-based compensation awards. | ||||||||||||||||||||||||||||
Non-Qualified Stock Options | ||||||||||||||||||||||||||||
NQOs generally vest in one-third increments over 3 years following the date of the grant and are exercisable for periods up to 10 years from the date of grant at a price equal to the fair market value of common stock at the date of grant, except for Exelis awards that were outstanding on September 26, 2014 and converted to Company awards, which were revalued as a result of the Spin-off. The NQOs granted from 2011 through 2013 were awarded with a term of ten years and retained the vesting schedule of the original Exelis NQO awards. | ||||||||||||||||||||||||||||
The table below provides a roll-forward of outstanding NQOs subsequent to the Spin-off: | ||||||||||||||||||||||||||||
September 27, 2014 through | ||||||||||||||||||||||||||||
31-Dec-14 | ||||||||||||||||||||||||||||
(In thousands, except per share data) | Shares | Weighted Average Exercise Price Per Share | ||||||||||||||||||||||||||
Outstanding at Spin-off | — | $ | — | |||||||||||||||||||||||||
Conversion related to the Spin-off ¹ | 275 | 14.83 | ||||||||||||||||||||||||||
Post Spin-off activities | ||||||||||||||||||||||||||||
Granted | 171 | 20.62 | ||||||||||||||||||||||||||
Exercised | — | — | ||||||||||||||||||||||||||
Forfeited, canceled or expired | — | — | ||||||||||||||||||||||||||
Outstanding at December 31, | 446 | $ | 17.43 | |||||||||||||||||||||||||
Options exercisable at December 31, 2014 | 47 | $ | 13.12 | |||||||||||||||||||||||||
¹ The weighted average grant date fair value of the stock options converted is equal to the weighted average grant date fair value of such stock options prior to the Spin-off, reduced by the Spin-off conversion adjustment. | ||||||||||||||||||||||||||||
The following table summarizes information about NQOs outstanding and exercisable as of December 31, 2014: | ||||||||||||||||||||||||||||
(in thousands, except per share data) | Options Outstanding | Options Exercisable | ||||||||||||||||||||||||||
Range of Exercise Prices Per Share | Number | Weighted Average Remaining Contractual Life (In Years) | Weighted Average Exercise Price Per Share | Aggregate Intrinsic Value | Number | Weighted Average Remaining Contractual Life (In Years) | Weighted Average Exercise Price Per Share | Aggregate Intrinsic Value | ||||||||||||||||||||
$12.94 - $20.62 | 391 | 8.63 | $ | 16.42 | $ | 4,289 | 47 | 6.97 | $ | 13.12 | $ | 817 | ||||||||||||||||
$22.15 - $24.61 | 55 | 9.19 | 24.52 | 160 | — | — | — | — | ||||||||||||||||||||
Total options and aggregate intrinsic value | 446 | 8.67 | $ | 17.43 | $ | 4,449 | 47 | 6.97 | $ | 13.12 | $ | 817 | ||||||||||||||||
The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on Vectrus' closing stock price of $27.40 per share on December 31, 2014, which would have been received by the option holders had all option holders exercised their options as of that date. There were no exercisable options "out of the money" as of December 31, 2014. | ||||||||||||||||||||||||||||
As of December 31, 2014, the total number of stock options expected to vest (including those that have already vested) was 0.4 million. These stock options have a weighted-average exercise price of $17.58 per share, an aggregate intrinsic value of $3.6 million and a weighted average remaining contractual life of 8.7 years. | ||||||||||||||||||||||||||||
The fair value of stock options is determined on the date of grant utilizing a Black-Scholes valuation model. The following assumptions were utilized in deriving the fair value for NQOs granted on October 10, 2014 under the Black-Scholes model: | ||||||||||||||||||||||||||||
Expected volatility | 34.6 | % | ||||||||||||||||||||||||||
Expected life (in years) | 7 | |||||||||||||||||||||||||||
Risk-free rates | 2.07 | % | ||||||||||||||||||||||||||
Weighted-average grant date fair value per share | $ | 8.24 | ||||||||||||||||||||||||||
Black-Scholes model volatility is based on daily average volatility of our peer group over 7.0 years, which is consistent with the expected term. Peer group companies were selected from companies within the aerospace and defense industry that most closely match our business, including size, diversification, and customer base. The expected term of the stock option represents the estimated period of time until exercise and is based on the vesting period of the award and the estimated exercise patterns of employees. The risk-free rate is based on the United States Treasury stripped coupon rates with maturities corresponding to the expected term of seven years, measured as of the grant date. | ||||||||||||||||||||||||||||
Restricted Stock Units | ||||||||||||||||||||||||||||
The fair value of RSUs is determined based on the closing price of Vectrus common stock on the date of the grant. Under the plan, RSUs awarded prior to 2014 typically cliff vest 3 years from the date of grant. For RSUs granted in 2014, one-third of the award vests on each of the three anniversary dates following the grant 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. The RSUs outstanding at Spin-off retained the vesting schedule of the original Exelis awards. | ||||||||||||||||||||||||||||
The table below provides a roll-forward of outstanding RSUs subsequent to the Spin-off. | ||||||||||||||||||||||||||||
September 27, 2014 through | ||||||||||||||||||||||||||||
31-Dec-14 | ||||||||||||||||||||||||||||
(In thousands, except per share data) | Shares | Weighted Average Grant Date Fair Value Per Share | ||||||||||||||||||||||||||
Outstanding at Spin-off | — | — | ||||||||||||||||||||||||||
Conversion related to the Spin-off | 240 | $ | 17.61 | |||||||||||||||||||||||||
Post Spin-off activities | ||||||||||||||||||||||||||||
Granted | 203 | 20.62 | ||||||||||||||||||||||||||
Vested | (20 | ) | 13.03 | |||||||||||||||||||||||||
Forfeited or canceled | — | — | ||||||||||||||||||||||||||
Outstanding at December 31, | 423 | $ | 19.28 | |||||||||||||||||||||||||
Total Shareholder Return Awards | ||||||||||||||||||||||||||||
In connection with the Spin-off, outstanding Exelis TSR awards under the Exelis Omnibus Incentive Plan were replaced with Vectrus RSUs for the remaining uncompleted portion of the 2013 TSR award performance period. On October 10, 2014, 6,727 RSUs were granted at a fair value of $20.62. These RSUs will vest on December 4, 2015 subject to the participant's continued employment and award terms. |
Shareholders_Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Stockholders' Equity | SHAREHOLDERS' EQUITY |
In connection with the Spin-off, each of the shareholders of Exelis received one share of Vectrus common stock for every eighteen shares of common stock of Exelis held on the Record Date resulting in the distribution of 10.5 million shares of common stock to Exelis shareholders. As of December 31, 2014, our authorized capital was comprised of 100.0 million shares of common stock and 10.0 million shares of preferred stock. At December 31, 2014, there were 10.5 million shares of common stock issued and outstanding. No preferred stock was issued and outstanding at December 31, 2014. | |
We issue shares of our common stock in connection with our 2014 Omnibus Plan. At December 31, 2014, 2.6 million shares of common stock were reserved for issuance in connection with this Plan and we had a remaining balance of 1.7 million shares of common stock available for future grants under this plan. Any shares related to awards that terminate by (i) expiration, (ii) forfeiture, (iii) cancellation, (iv) settling in cash in lieu of shares or otherwise without the issuance of such shares, (v) or are exchanged with the Committee's permission for awards not involving shares are available again for grant under the 2014 Omnibus Plan. |
Related_Party_Transactions_and
Related Party Transactions and Parent Company Equity | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Related Party Transactions [Abstract] | |||||||||||||
Related Party Transactions and Parent Company Equity | RELATED PARTY TRANSACTIONS AND PARENT COMPANY EQUITY | ||||||||||||
The Consolidated and Combined Financial Statements have been prepared on a stand-alone basis. However, prior to September 27, 2014, they were derived from the consolidated and combined financial statements and accounting records of Exelis. | |||||||||||||
Allocation of General Corporate Expenses | |||||||||||||
Prior to September 27, 2014 these Consolidated and Combined Financial Statements included expense allocations for certain functions provided by Exelis as well as other Exelis employees not solely dedicated to the Company, including, but not limited to, general corporate expenses related to finance, legal, information technology, human resources, communications, ethics and compliance, shared services, employee benefits and incentives and stock-based compensation. These expenses have been allocated to us on the basis of direct usage when identifiable, with the remainder allocated on the basis of revenue, headcount or other measures. We were allocated $23.3 million, $33.4 million and $36.4 million for the nine months ended September 27, 2014 and the years ended December 31, 2013 and 2012, respectively, of general corporate expenses incurred by Exelis which are primarily included within Selling, general and administrative expenses in the Consolidated and Combined Statements of Income. | |||||||||||||
The expense allocations from Exelis discussed above include costs associated with defined benefit pension and other post-retirement benefit plans (the “Shared Plans”) sponsored by Exelis in which some of our employees participate. We accounted for such Shared Plans as multiemployer benefit plans. Accordingly, we did not record an asset or liability to recognize the funded status of the Shared Plans. Subsequent to September 27, 2014, the date the employees' benefits were frozen in the plans, we did not incur further costs for the Shared Plans and all assets and liabilities related to the Shared Plans remain with Exelis. | |||||||||||||
The expense allocations have been determined on a basis that we consider to be a reasonable reflection of the utilization of services provided or the benefit received by us during the periods presented. The allocations may not, however, reflect the expense we would have incurred as an independent, publicly-traded company for the periods presented. Actual costs that may have been incurred if we had been a stand-alone company would depend on a number of factors, including the chosen organizational structure, functions outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. | |||||||||||||
Distribution Agreement | |||||||||||||
We entered into a Distribution Agreement with Exelis which sets forth our agreements with Exelis regarding the principal actions needed to be taken in connection with our Spin-off. It also set forth other agreements that govern certain aspects of our relationship with Exelis following the Spin-off including, but not limited to, transfer of assets and assumption of liabilities, indemnification, and release of claims. Pursuant to the terms of the Distribution Agreement, (i) Vectrus and Exelis effected certain transfers of assets and assumed certain liabilities so that Vectrus and Exelis retained both the assets of and liabilities associated with their respective businesses, (ii) subject to certain exceptions, all agreements, arrangements, commitments and undertakings, including all intercompany accounts payable or accounts receivable, including intercompany indebtedness were terminated, novated or otherwise satisfied, effective no later than the Distribution Date, and (iii) Vectrus effected a pro rata distribution of our common stock to Exelis shareholders. | |||||||||||||
Employee Matters Agreement | |||||||||||||
We entered into an Employee Matters Agreement with Exelis that governs the respective rights, responsibilities and obligations of Exelis and us after the Spin-off with respect to employee-related liabilities and among other things, our respective retirement plans, nonqualified deferred compensation plans, health and welfare benefit plans, and equity-based compensation plans (including the treatment of outstanding awards granted thereunder). | |||||||||||||
Tax Matters Agreement | |||||||||||||
We entered into a Tax Matters Agreement with Exelis that governs the respective rights, responsibilities and obligations of Exelis and us after the Spin-off with respect to tax liabilities and benefits, tax attributes, tax contests and other tax sharing regarding U.S. Federal, state, local and foreign income taxes, other tax matters and related tax returns. We have several liabilities with Exelis to the IRS for the consolidated U.S. Federal income taxes of the Exelis consolidated group relating to the taxable periods in which we were part of that group. However, the Tax Matters Agreement specifies the portion, if any, of this tax liability for which we bear responsibility, and Exelis agrees to indemnify us against any amounts for which we are not responsible. The Tax Matters Agreement also provides special rules for allocating tax liabilities in the event that the Spin-off is determined not to be tax-free. The Tax Matters Agreement provides for certain covenants that may restrict our ability to pursue strategic or other transactions that otherwise could maximize the value of our business and may discourage or delay a change of control. For example, unless we (or Exelis, as applicable) were to receive a supplemental private letter ruling from the IRS or an unqualified opinion from a nationally recognized tax advisor, or Exelis were to grant us a waiver, we would be restricted until two years after the Spin-off is consummated from entering into transactions which would result in an ownership shift in the Company of more than 35% (measured by vote or value) or divestitures of certain businesses or entities which could impact the tax-free nature of the Spin-off. Under the Tax Matters Agreement we agree to indemnify Exelis for any tax resulting from any such transactions, whether or not Exelis consented to such transactions or we were otherwise permitted to enter into such transactions under the Tax Matters Agreement. Though valid as between the parties, the Tax Matters Agreement is not binding on the IRS. | |||||||||||||
Transition Services Agreement | |||||||||||||
We entered into a Master Transition Services Agreement with Exelis, under which Exelis or its respective affiliates provides us with certain services, and we provide Exelis certain services, including information technology, financial, procurement, human resource, benefits support and other specified services from Exelis and including information technology, human resources and other specified services to Exelis. We expect these services will be initially provided at a base amount with scheduled, escalating increases up to the base amount plus 10% subject to adjustments for inflation and these services are planned to extend for a period of 3 to 24 months in most circumstances. | |||||||||||||
Intellectual Property License Agreement | |||||||||||||
We entered into a Transitional Trademark License Agreement with Exelis pursuant to which we will license on a non-exclusive basis the right to use the Exelis name and trademark in our business for a transitional period while we phase out the use of such trademark in the operation of our business. We also entered into a Technology License Agreement with Exelis pursuant to which we will license on a non-exclusive basis certain of our intellectual property (excluding trademarks) existing as of the Distribution Date to Exelis and its affiliates and in turn, Exelis and its affiliates will grant reciprocal licenses to us, each for use in our respective businesses. | |||||||||||||
Working Capital Adjustment | |||||||||||||
We entered into a Contribution Agreement with Exelis containing a two-way adjustment mechanism relating to the working capital and cash levels of Vectrus prior to the Spin-off. Pursuant to that agreement, payments were made by the applicable entity to the other, reflecting the difference between the actual level of working capital (including cash) of Vectrus prior to the Spin-off, adjusted for the indemnification of a receivable by Exelis, as compared to the target working capital (including cash) of $64.4 million. As a result, Vectrus received an initial payment of $17.0 million from Exelis on September 26, 2014. The final payment of $2.6 million was made to Vectrus by Exelis during the quarter ended December 31, 2014. In addition, the contribution agreement states any cash collected on the indemnified receivable by the Company will be remitted to Exelis. | |||||||||||||
Parent Company Equity | |||||||||||||
Net transfers (to)/from the parent are included within parent company investment on the Consolidated and Combined Statements of Shareholders' and Parent Company Equity prior to September 27, 2014 and the years ended 2013 and 2012. The components of the net transfers (to)/from parent are as follows: | |||||||||||||
December 31, | |||||||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||||||
Cash pooling and general financing activities | $ | (33,565 | ) | $ | (182,184 | ) | $ | (181,780 | ) | ||||
Corporate allocations including income taxes | 27,194 | 87,260 | 68,027 | ||||||||||
Total net transfers (to)/from parent | $ | (6,371 | ) | $ | (94,924 | ) | $ | (113,753 | ) | ||||
The components of net assets and liabilities transferred between Exelis and the Company in connection with the Spin-off were as follows: | |||||||||||||
(In thousands) | September 27, 2014 | ||||||||||||
Receivables | $ | (594 | ) | ||||||||||
Prepaid expenses | (59 | ) | |||||||||||
Plant, property and equipment, net | (19 | ) | |||||||||||
Goodwill | (5,530 | ) | |||||||||||
Other non-current assets | 3,816 | ||||||||||||
Total assets transferred to Exelis | $ | (2,386 | ) | ||||||||||
Accounts payable | (2,212 | ) | |||||||||||
Advance payments and billings in excess of costs | (833 | ) | |||||||||||
Compensation and other employee benefits | (1,201 | ) | |||||||||||
Other accrued liabilities | 31,044 | ||||||||||||
Other non-current liabilities | (1,610 | ) | |||||||||||
Deferred tax liabilities | (9,733 | ) | |||||||||||
Total liabilities transferred to Vectrus | $ | 15,455 | |||||||||||
Net adjustment to parent company equity | $ | 17,841 | |||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES |
General | |
From time to time, we are involved in legal proceedings that are incidental to the operation of our businesses. Some of these proceedings seek remedies relating to environmental matters, employment matters and commercial or contractual disputes. | |
Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including our assessment of the merits of each particular claim, we do not expect that any asserted or unasserted legal claims or proceedings, individually or in the aggregate, will have a material adverse effect on our cash flow, results of operations, or financial condition. | |
Environmental | |
Any environmental liabilities as of the date of the Spin-off were retained by Exelis as set forth in the Distribution Agreement and accordingly, after the Spin-off the Company eliminated the liability and recorded a contribution to capital. As of December 31, 2014, we were not aware of any material outstanding environmental liabilities. | |
U.S. Government Contracts, Investigations and Claims | |
The Company has 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 materially adversely affect the Company’s financial condition or results of operations. Furthermore, 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 unreimbursable expenses or charges or otherwise adversely affect the Company’s 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 Defense Contract Audit Agency, the Defense Contract Management Agency and others, routinely audit and review a contractor’s 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 the U.S. government customers are subject to potential adjustment upon audit by such agencies. The agencies also review the adequacy of the contractor’s compliance with government standards for its accounting and management internal control systems, including: control environment and accounting systems, general information technology systems, budget and planning systems, purchasing systems, material management systems, compensation systems, labor systems, indirect and other direct costs systems, property systems, billing systems and estimating systems. Audits currently underway include the Company’s control environment and accounting, billing, and indirect and other direct cost systems, as well as reviews of the Company’s compliance with certain U.S. government Cost Accounting Standards. | |
From time to time, U.S. government customers advise the Company of claims and penalties concerning certain potential disallowed costs. When such findings are presented, Vectrus and the U.S. government representatives engage in discussions to enable Vectrus 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 to the matters raised by the U.S. government representatives and such provisions are reviewed on a quarterly basis for sufficiency based on the most recent information available to us. |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||
Selected Quarterly Financial Data (Unaudited) | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | ||||||||||||||||||||||||||||||||
The following table comprises selected financial data for the years ended December 31, 2014 and 2013: | |||||||||||||||||||||||||||||||||
2014 QUARTERS | 2013 QUARTERS | ||||||||||||||||||||||||||||||||
(In thousands, except per share data) | 1st | 2nd | 3rd | 4th | 1st | 2nd | 3rd | 4th | |||||||||||||||||||||||||
Total revenue | $ | 303,951 | $ | 312,902 | $ | 300,651 | $ | 285,765 | $ | 414,312 | $ | 421,041 | $ | 349,211 | $ | 327,074 | |||||||||||||||||
Operating income | 17,556 | 9,422 | 3,291 | 8,149 | 28,256 | 49,027 | 28,889 | 25,150 | |||||||||||||||||||||||||
Net income | 11,234 | 6,132 | 2,115 | 3,331 | 18,147 | 31,493 | 18,590 | 16,162 | |||||||||||||||||||||||||
Basic earnings per share | $ | 1.07 | $ | 0.59 | $ | 0.2 | $ | 0.32 | $ | 1.73 | $ | 3.01 | $ | 1.77 | $ | 1.54 | |||||||||||||||||
Diluted earnings per share | $ | 1.07 | $ | 0.59 | $ | 0.2 | $ | 0.31 | $ | 1.73 | $ | 3.01 | $ | 1.77 | $ | 1.54 | |||||||||||||||||
Weighted average number of shares outstanding¹ | |||||||||||||||||||||||||||||||||
Basic | 10,474 | 10,474 | 10,474 | 10,476 | 10,474 | 10,474 | 10,474 | 10,474 | |||||||||||||||||||||||||
Diluted | 10,474 | 10,474 | 10,474 | 10,692 | 10,474 | 10,474 | 10,474 | 10,474 | |||||||||||||||||||||||||
¹ For periods ended September 27, 2014 and prior, basic and diluted earnings per share are computed using the number of shares of Vectrus common stock outstanding on September 27, 2014, the date on which the Vectrus common stock was distributed to the shareholders of Exelis Inc. |
Subsequent_Events
Subsequent Events | 12 Months Ended | |
Dec. 31, 2014 | ||
Subsequent Events [Abstract] | ||
Subsequent Events | SUBSEQUENT EVENTS | |
On February 27, 2015, the Committee approved the grant of 67,929 RSUs, 53,834 NQOs and TSR awards at a target value of $1.7 million, effective March 4, 2015, to employees of Vectrus. The RSUs vest in one-third annual installments on the first, second and third anniversaries of the grant date. The fair value of the RSUs is determined based on the closing price of Vectrus common stock on the date of grant, which was $32.04. The NQOs vest in one-third cumulative annual installments on the first, second and third anniversaries of the grant date and expire 10 years from the grant date. The option exercise price is the closing price of Vectrus common shares on the grant date. The fair value of each NQO grant was estimated at $12.65, determined on the date of grant using the Black-Scholes valuation model. Stock compensation expense will be recognized ratably over the vesting period of the awards. The TSR awards are subject to four separate performance periods during the overall three-year performance period of January 1, 2015 to December 31, 2017 as follows: | ||
• | January 1, 2015 to December 31, 2015 | |
• | January 1, 2016 to December 31, 2016 | |
• | January 1, 2017 to December 31, 2017 | |
• | January 1, 2015 to December 31, 2017 | |
Payment, if any, is based on the Company's TSR performance relative to that of the Aerospace and Defense companies in the S&P 1500 Index and following the end of the three-year performance period. Depending on the Company's performance during the three-year performance period, payment can range from 0% to 200% of the target value. At the end of the three-year performance period, any payment earned with respect to the TSR awards will be settled in cash. |
Description_of_Business_and_Su1
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Principles of Consolidation | Vectrus consolidates companies in which it has a controlling financial interest. We account for investments in companies over which we have the ability to exercise significant influence, but do not hold a controlling interest under the equity method, and we record our proportionate share of income or losses in the Consolidated and Combined Statements of Operations. All intercompany transactions and balances between programs have been eliminated. | |||
Basis of Presentation | The financial statements presented in this Annual Report on Form 10-K represent: | |||
(i) periods prior to September 27, 2014 when we were part of Exelis (referred to as "Combined Financial Statements") and | ||||
(ii) the period as of and subsequent to September 27, 2014 when we became a separate publicly-traded company (referred to as "Consolidated Financial Statements"). | ||||
The Consolidated and Combined Financial Statements reflect the consolidated operations of Vectrus as a separate stand-alone entity beginning on September 27, 2014. Our historical Consolidated and Combined Financial Statements have been prepared on a stand-alone basis and have been derived from the consolidated financial statements of Exelis and accounting records of Exelis. The Consolidated and Combined Financial Statements reflect our financial position, results of operations and cash flows as we were historically managed, in conformity with GAAP. | ||||
Principles of Combination | All intercompany transactions and balances between programs have been eliminated. Prior to September 26, 2014, all intercompany transactions between Vectrus and Exelis have been included in these Consolidated and Combined Financial Statements and were considered to be effectively settled for cash at the time the transaction was recorded. The total net effect of the settlement of these intercompany transactions is reflected in the Consolidated and Combined Statements of Cash Flows as a financing activity and in the Consolidated and Combined Balance Sheets as “Parent company equity.” | |||
Prior to September 27, 2014, our Consolidated and Combined Financial Statements included expenses of Exelis allocated to us for certain functions provided by Exelis, including, but not limited to, general corporate expenses related to finance, legal, information technology, human resources, communications, ethics and compliance, shared services, employee benefits and incentives, insurance and stock-based compensation. These expenses were allocated to us on the basis of direct usage when identifiable, with the remainder allocated on the basis of revenue, headcount or other measures. We consider the basis on which the expenses had been allocated to be a reasonable reflection of the utilization of services provided to, or the benefit received by, us during the periods presented. The allocations may not, however, reflect the expense we would have incurred as an independent, publicly-traded company for the periods presented. Actual costs that may have been incurred if we had been a stand-alone company would depend on a number of factors, including the organization of our operations, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. Following our Spin-off from Exelis, we are performing these functions using our own resources or purchased services. For an interim period, however, some of these functions will continue to be provided by Exelis under a transition services agreement, which generally has a term of one year or less for most services to be provided (See Note 15, "Related Party Transactions and Parent Company Equity"). In addition, in support of ongoing business, we have entered into subcontracts with Exelis whereby either we or Exelis serve as a subcontractor to the other on certain government contracts. | ||||
Exelis used a centralized approach to cash management and financing of its operations. Prior to the Spin-off, the majority of our cash was transferred to Exelis daily and Exelis funded our operating and investing activities as needed. Cash transfers to and from the cash management accounts of Exelis are reflected in the Consolidated and Combined Statements of Cash Flows as “Transfer to Parent, net.” | ||||
The Consolidated and Combined Financial Statements also include the push down of certain assets and liabilities that were historically held at the Exelis corporate level but were specifically identifiable or otherwise allocable to us. The cash and cash equivalents held by Exelis at the corporate level, prior to the Spin-off, were not specifically identifiable to the Company and therefore were not allocated to us for any of the periods presented. Cash in our Consolidated and Combined Balance Sheets represents cash held locally by entities included in our Consolidated and Combined Financial Statements. Third-party debt and the related interest expense of Exelis were not allocated to us for any of the periods presented as we are not the legal obligor of the debt and the Exelis borrowings were not directly attributable to our business. | ||||
Use of 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. Estimates and assumptions are used for, but not limited to, revenue recognition, income tax contingency accruals, fair value and impairment of goodwill and valuation of assets and certain contingent liabilities. Actual results could differ from these estimates. | |||
Revenue Recognition | As a defense contractor engaging in long-term contracts, the majority of our revenue is derived from long-term service contracts for which revenue is recognized under the percentage-of-completion method based on units of delivery or percentage of costs incurred to total costs. For units of delivery, revenue and profits are recognized based upon the ratio of actual units delivered to estimated total units to be delivered under the contract. Under the cost-to-total cost method, revenue is recognized based upon the ratio of costs incurred to estimated total costs at completion. Revenue under cost-reimbursement contracts is recorded as costs are incurred and includes estimated earned fees or profits calculated on the basis of the relationship between costs incurred and total estimated costs. Revenue and profits on time-and-material type contracts are recognized based on billable rates multiplied by direct labor hours incurred plus material and other reimbursable costs incurred. The completed contract method is utilized when reasonable and reliable cost estimates for a project cannot be made. Amounts invoiced to customers in excess of revenue recognized are recorded as deferred revenue, until the revenue recognition criteria are satisfied, and are recorded as Billings in excess of costs in the accompanying Consolidated and Combined Balance Sheets. Revenue that is earned and recognized in excess of amounts invoiced is recorded as a component of receivables. | |||
During the performance of long-term sales contracts, estimated final contract prices and costs are reviewed periodically and revisions are made as required and recorded in income in the period 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 representing contract change orders, claims, requests for equitable adjustment, or limitations in funding on contracts are recorded only if it is probable the claim will result in additional contract revenue and the amounts can be reliably estimated. Provisions for estimated losses on uncompleted long-term contracts are made in the period in which such losses are determined and are recorded as a component of cost of revenue. Contract revenue and cost estimates are reviewed and reassessed periodically. Changes in these estimates could result in recognition of cumulative catch-up adjustments to the contract’s inception to date revenue, cost of revenue and profit in the period in which such changes are made, based on a contract’s percentage of completion. Changes in revenue and cost estimates could also result in a forward loss or an adjustment to a forward loss. | ||||
Restructuring | 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 and reasonably estimable. For voluntary separation plans, a liability is recognized when the employee irrevocably accepts the termination. For one-time termination benefits, such as additional severance pay or related benefit charges, the liability is measured and recognized initially at fair value in the period in which the liability is incurred, with subsequent changes to the liability recognized as adjustments in the period of change or if the employees are required to render services beyond a minimum retention period, the fair value of the severance or benefit payouts is recognized ratably over the future service period. | |||
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. | |||
We recognize tax benefits from uncertain tax positions 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 positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. | ||||
Prior to September 27, 2014, our income taxes as presented were calculated on a separate tax return basis, although our operations have historically been included in U.S. Federal and state tax returns or non-U.S. jurisdictions tax returns of Exelis. With the exception of certain dedicated foreign entities, we did not maintain taxes payable to or receivable from our parent and we were deemed to settle the annual current tax balances immediately with the legal tax-paying entities in the respective jurisdictions. These settlements were reflected as changes in parent company investment. | ||||
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. Net gains or losses from foreign currency transactions are reported in Selling, General and Administrative (SG&A) expenses and have historically been immaterial. | |||
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 requests for equitable adjustment in negotiation that are probable of recovery, and amounts retained by the customer pending contract completion. | |||
Property, Plant and Equipment, Net | Plant, property 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 income. | |||
Depreciation and amortization is generally computed using either an accelerated or straight-line method and is based on estimated useful lives or lease term as follows: | ||||
Years | ||||
Buildings and improvements | 5 – 40 | |||
Machinery and equipment | 3 – 10 | |||
Furniture, fixtures, and office equipment | 3 – 7 | |||
Operating Leases | Many of our real property lease agreements contain incentives for tenant improvements, rent holidays, or rent escalation clauses. For incentives for tenant improvements, the Company records a deferred rent liability and amortizes the deferred rent over the term of the lease as a reduction to rent expense. For rent holidays and rent escalation clauses during the lease term, the Company records minimum rental expenses on a straight-line basis over the term of the lease. Leasehold improvements are amortized over the lesser of the remaining life of the lease or the estimated useful life of the improvement. | |||
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 and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When an impairment is identified, we reduce the carrying value of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to 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 fourth fiscal quarter. The impairment test is a two-step test. In the first step, the estimated fair value of the reporting unit is compared to the carrying value of the net assets assigned to the reporting unit. If the estimated fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and the second step of the impairment test is not performed. If the carrying value of the reporting unit exceeds its estimated fair value, then the second step of the impairment test is performed in order to measure the impairment loss to be recorded. If the carrying value of the reporting unit's goodwill exceeds its implied fair value, then we record an impairment loss equal to the difference. 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. | |||
Stock-Based Compensation | We recognize stock-based compensation expense primarily within SG&A expenses based on the grant date fair values, net of estimated forfeitures, for all share-based awards granted over the requisite service periods of the awards, which is generally equivalent to the vesting terms. | |||
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. | |||
Segment Information | Management has concluded that the Company operates in 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. While we perform services worldwide, all of our 2014 revenue was with the U.S. government. | |||
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. | |||
Accruals for environmental matters are recorded on a site by site basis when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. Our estimated liability is reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of the relevant costs. These accruals are adjusted quarterly as assessment and remediation efforts progress or as additional technical or legal information become available. Actual costs to be incurred at identified sites in future periods may vary from the estimates, given inherent uncertainties in evaluating environmental exposures. Accruals for environmental liabilities are included primarily in other non-current liabilities at undiscounted amounts and exclude claims for recoveries from insurance companies or other third parties. Recoveries from insurance companies or other third parties are included primarily in other non-current assets when the recovery is probable. Any environmental liabilities as of the date of the Spin-off were retained by Exelis as set forth in the Distribution Agreement and accordingly, after the Spin-off the Company eliminated the liability and recorded a contribution to capital. | ||||
Earnings Per Share | We compute 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. | |||
Recent Accounting Pronouncements | ||||
Standard | Description | Date of issuance | Effect on the financial statements or other significant matters | |
Standards that are not yet adopted | ||||
Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers | The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. The standard is effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. | May-14 | We are currently evaluating the effect the standard is expected to have on the Company's financial statements and related disclosures. | |
Standards that were adopted | ||||
ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity | The standard will reduce the frequency of disposals reported as discontinued operations by raising the threshold for a disposal to qualify as a discontinued operation, focusing on strategic shifts that have or will have a major effect on an entity's operations and financial results. The guidance is effective prospectively for annual periods beginning on or after December 15, 2014, with early adoption permitted, and would only apply to disposals completed subsequent to adoption. | Apr-14 | The Company adopted this guidance on September 27, 2014. The adoption of the standard had no impact on the Company’s financial statements. | |
Other new pronouncements issued but not effective until after December 31, 2014 are not expected to have a material impact on our financial position, results of operations or cash flows. |
Description_of_Business_and_Su2
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||
Summary of Cumulative Catch-Up Adjustments | Cumulative catch-up adjustments are presented in the following table: | ||||||||||||
Year Ended December 31, | |||||||||||||
(in thousands) | 2014 | 2013 | 2012 | ||||||||||
Favorable adjustments | $ | 3,981 | $ | 42,206 | $ | 11,896 | |||||||
Unfavorable adjustments ¹ | (6,629 | ) | (3,906 | ) | (1,065 | ) | |||||||
Net (unfavorable) favorable adjustments | $ | (2,648 | ) | $ | 38,300 | $ | 10,831 | ||||||
¹ Of the $6.6 million unfavorable change in estimates in 2014, $2.5 million is due to the TARS program, which was retained by Exelis. |
Recent_Accounting_Pronouncemen1
Recent Accounting Pronouncements (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ||||
Schedule of Recent Accounting Pronouncements | ||||
Standard | Description | Date of issuance | Effect on the financial statements or other significant matters | |
Standards that are not yet adopted | ||||
Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers | The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. The standard is effective for the first interim period within annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. | May-14 | We are currently evaluating the effect the standard is expected to have on the Company's financial statements and related disclosures. | |
Standards that were adopted | ||||
ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity | The standard will reduce the frequency of disposals reported as discontinued operations by raising the threshold for a disposal to qualify as a discontinued operation, focusing on strategic shifts that have or will have a major effect on an entity's operations and financial results. The guidance is effective prospectively for annual periods beginning on or after December 15, 2014, with early adoption permitted, and would only apply to disposals completed subsequent to adoption. | Apr-14 | The Company adopted this guidance on September 27, 2014. The adoption of the standard had no impact on the Company’s financial statements. | |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Schedule of Components of Income Tax Expense | The source of pre-tax income and the components of income tax expense at December 31, 2014, 2013 and 2012, respectively, are as follows: | ||||||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||||||
Total income components | |||||||||||||
United States | $ | 36,377 | $ | 132,655 | $ | 107,787 | |||||||
Foreign | 514 | (1,222 | ) | 2,609 | |||||||||
Total | $ | 36,891 | $ | 131,433 | $ | 110,396 | |||||||
Income tax expense components | |||||||||||||
Current income tax provision | |||||||||||||
United States - Federal | $ | 2,385 | $ | 62,102 | $ | 42,093 | |||||||
United States - state and local | 29 | 1,190 | 611 | ||||||||||
Foreign | 382 | 457 | 839 | ||||||||||
Total current income tax provision | 2,796 | 63,749 | 43,543 | ||||||||||
Deferred income tax provision | |||||||||||||
United States - Federal | 10,385 | (16,450 | ) | (2,211 | ) | ||||||||
United States - state and local | 898 | (258 | ) | (5,601 | ) | ||||||||
Total deferred income tax provision | 11,283 | (16,708 | ) | (7,812 | ) | ||||||||
Total income tax expense | $ | 14,079 | $ | 47,041 | $ | 35,731 | |||||||
Effective tax rate | 38.2 | % | 35.9 | % | 31.8 | % | |||||||
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the income tax provision at the U.S. statutory rate to the effective income tax rate as reported is as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Tax provision at U.S. statutory rate | 35 | % | 35 | % | 35 | % | |||||||
State and local income tax, net of Federal benefit | 1.6 | % | 0.5 | % | (2.9 | )% | |||||||
Other | 1.6 | % | 0.4 | % | (0.3 | )% | |||||||
Effective income tax rate | 38.2 | % | 35.9 | % | 31.8 | % | |||||||
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities include the following: | ||||||||||||
(In thousands) | 2014 | 2013 | |||||||||||
Deferred Tax Assets: | |||||||||||||
Costs incurred in excess of billings | $ | 1,867 | $ | 4,067 | |||||||||
Compensation and benefits | 11,100 | 1,633 | |||||||||||
Contingency reserves | 1,995 | 1,834 | |||||||||||
Other | 1,931 | 3,324 | |||||||||||
Net operating losses | 224 | — | |||||||||||
Total deferred tax assets | $ | 17,117 | $ | 10,858 | |||||||||
Deferred Tax Liabilities: | |||||||||||||
Goodwill | $ | (77,142 | ) | $ | (74,629 | ) | |||||||
Property, Plant and Equipment | (2,047 | ) | (2,577 | ) | |||||||||
Unbilled receivables | (38,679 | ) | (32,854 | ) | |||||||||
Total deferred tax liabilities | $ | (117,868 | ) | $ | (110,060 | ) | |||||||
Deferred taxes are classified in the Consolidated and Combined Balance Sheets as follows: | |||||||||||||
(In thousands) | 2014 | 2013 | |||||||||||
Current liabilities | $ | 25,414 | $ | 24,667 | |||||||||
Non-current liabilities | 75,337 | 74,535 | |||||||||||
Net deferred tax liabilities | $ | 100,751 | $ | 99,202 | |||||||||
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits as of December 31, 2014, 2013 and 2012 is as follows: | ||||||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||||||
Unrecognized tax benefits - January 1 | $ | 8,541 | $ | 12,682 | $ | 1,361 | |||||||
Additions for: | |||||||||||||
Current year tax positions | — | 1,573 | 11,321 | ||||||||||
Prior year tax positions | 6,954 | — | — | ||||||||||
Reductions for: | |||||||||||||
Prior year tax positions | (7,891 | ) | (5,714 | ) | — | ||||||||
Unrecognized tax benefits - December 31 | $ | 7,604 | $ | 8,541 | $ | 12,682 | |||||||
Summary of Earliest Open Tax Years | The following table summarizes the earliest open tax years by major jurisdiction: | ||||||||||||
Jurisdiction | Earliest Open Year | ||||||||||||
United States | 2009 |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Earnings Per Share [Abstract] | ||||||||||
Reconciliation of Basic and Diluted Weighted Average Shares Outstanding | The following table sets forth the reconciliation of basic and diluted weighted average shares outstanding for our earnings per share calculations for the following: | |||||||||
Year Ended December 31, | ||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||
Weighted average common shares outstanding ¹ | 10,476 | 10,474 | 10,474 | |||||||
Add: Dilutive impact of stock options | 76 | — | — | |||||||
Add: Dilutive impact of restricted stock units | 140 | — | — | |||||||
Diluted weighted average common shares outstanding ¹ | 10,692 | 10,474 | 10,474 | |||||||
¹ For periods ended September 27, 2014 and prior, basic and diluted earnings per share are computed using the number of shares of Vectrus common stock outstanding on September 27, 2014, the date on which the Vectrus common stock was distributed to the shareholders of Exelis Inc. | ||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The table below provides a summary of securities that could potentially dilute basic earnings per share in the future that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the period presented. | |||||||||
Year Ended December 31, | ||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||
Anti-dilutive stock options | 11 | — | — | |||||||
Receivables_Tables
Receivables (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Receivables [Abstract] | |||||||||
Schedule of Receivables | Receivables were comprised of the following: | ||||||||
December 31, | |||||||||
(In thousands) | 2014 | 2013 | |||||||
Billed receivables | $ | 41,997 | $ | 68,508 | |||||
Unbilled contract receivables | 160,735 | 159,026 | |||||||
Receivables | $ | 202,732 | $ | 227,534 | |||||
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Maturities of Term Facility | The Company's aggregate scheduled maturities of the Term Facility as of December 31, 2014, are as follows: | ||||||||
(in thousands) | Payments due | ||||||||
Year 1 | $ | 11,375 | |||||||
Year 2 | 14,000 | ||||||||
Year 3 | 15,750 | ||||||||
Year 4 | 35,875 | ||||||||
Year 5 | 60,375 | ||||||||
Total | $ | 137,375 | |||||||
Schedule of Carrying Values and Fair Values of Term Facility | Carrying values and fair values of the Term Facility in the Consolidated and Combined Balance Sheets are as follows: | ||||||||
December 31, 2014 | |||||||||
(In thousands) | Carrying Amount | Fair Value | |||||||
Long-term debt, including short term portion | $ | 137,375 | $ | 137,375 | |||||
Composition_of_Certain_Financi1
Composition of Certain Financial Statement Captions (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Balance Sheet Related Disclosures [Abstract] | ||||||||
Schedule of Compensation and Other Employee Benefits | Compensation and other employee benefits were comprised of the following at December 31: | |||||||
(In thousands) | 2014 | 2013 | ||||||
Accrued salaries and wages | $ | 13,919 | $ | 26,095 | ||||
Accrued bonus | 4,528 | 3,852 | ||||||
Accrued employee benefits | 18,133 | 21,079 | ||||||
Total | $ | 36,580 | $ | 51,026 | ||||
Schedule of Other Accrued Liabilities | Other accrued liabilities were comprised of the following at December 31: | |||||||
(In thousands) | 2014 | 2013 | ||||||
Workers' compensation, auto and general liability reserve | $ | 9,637 | $ | — | ||||
Exelis indemnified receivable obligation | 11,411 | — | ||||||
Accrued liabilities | 16,025 | 10,086 | ||||||
Total | $ | 37,073 | $ | 10,086 | ||||
Plant_Property_and_Equipment_T
Plant, Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Plant, Property and Equipment, Net | Plant, property and equipment, net consisted of the following at December 31: | ||||||||
(In thousands) | 2014 | 2013 | |||||||
Buildings and improvements | $ | 6,034 | $ | 6,753 | |||||
Machinery and equipment | 11,034 | 11,888 | |||||||
Furniture, fixtures and office equipment | 3,900 | 1,212 | |||||||
Plant, property and equipment, gross | 20,968 | 19,853 | |||||||
Less: accumulated depreciation and amortization | (12,048 | ) | (10,614 | ) | |||||
Plant, property and equipment, net | $ | 8,920 | $ | 9,239 | |||||
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Schedule of Goodwill | Changes in the carrying amount of goodwill for the periods ended December 31, 2014 and 2013 are as follows: | ||||
(In thousands) | |||||
Balance - January 1, 2012 | $ | 222,460 | |||
Balance – December 31, 2013 | $ | 222,460 | |||
Reallocation of goodwill by Exelis as part of the Spin-off | (5,530 | ) | |||
Balance – December 31, 2014 | $ | 216,930 | |||
Leases_and_Rentals_Tables
Leases and Rentals (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Leases [Abstract] | |||||||||
Schedule of Future Operating Lease Payments Under Non-Cancellable Operating Leases | Future operating lease payments under non-cancellable operating leases with an initial term in excess of one year as of December 31, 2014 are shown below. | ||||||||
(In thousands) | Payments due | ||||||||
2015 | $ | 2,590 | |||||||
2016 | 1,731 | ||||||||
2017 | 1,639 | ||||||||
2018 | 1,087 | ||||||||
2019 | 44 | ||||||||
Total minimum lease payments | $ | 7,091 | |||||||
Schedule of Future Minimum Lease Payments for Capital Leases | The following is a schedule, by year, of future minimum lease payments under capital leases, together with the present value of the net minimum lease payments as of December 31, 2014: | ||||||||
(In thousands) | Amount | ||||||||
2015 | $ | 399 | |||||||
2016 | 327 | ||||||||
2017 | 82 | ||||||||
Thereafter | 132 | ||||||||
Total minimum lease payments | 940 | ||||||||
Less: estimated executory costs | — | ||||||||
Net minimum lease payments | 940 | ||||||||
Less: amount representing interest | (30 | ) | |||||||
Present value of minimum lease payments | $ | 910 | |||||||
Schedule of Capital Leases Included in Plant, Property and Equipment, Net | Capital leases included in Plant, property and equipment,net (See Note 8): | ||||||||
December 31, | |||||||||
(In thousands) | 2014 | 2013 | |||||||
Machinery and equipment | $ | 1,625 | $ | 1,586 | |||||
Accumulated depreciation | (609 | ) | (257 | ) | |||||
Machinery and equipment, net | $ | 1,016 | $ | 1,329 | |||||
Schedule of Capital Lease Obligations | Capital leases consisted of the following: | ||||||||
December 31, | |||||||||
(In thousands) | 2014 | 2013 | |||||||
Other accrued liabilities | $ | 380 | $ | 476 | |||||
Other long-term liabilities | 543 | 889 | |||||||
Total | $ | 923 | $ | 1,365 | |||||
Restructuring_Tables
Restructuring (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Restructuring and Related Activities [Abstract] | |||||
Schedule of Severance and Related Benefit Costs | The severance and related benefit costs for the fiscal years ended 2014 and 2013 included in Selling, general and administrative expenses on the Consolidated and Combined Statements of Income are summarized in the table below: | ||||
(In thousands) | |||||
Balance, December 31, 2012 | $ | — | |||
Severance and benefit related costs | 2,597 | ||||
Payments | (1,323 | ) | |||
Balance, December 31, 2013 | $ | 1,274 | |||
Severance and benefit related costs | 732 | ||||
Payments | (1,256 | ) | |||
Balance, December 31, 2014 | $ | 750 | |||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||
Schedule of Impact of Stock-Based Compensation in Consolidated and Combined Statements of Income | Prior to September 27, 2014, our employees participated in equity incentive plans maintained by Exelis. Stock-based compensation amounts awarded under the Exelis plans have historically been immaterial, as such, amounts presented in the following tables include equity and liability awards issued under the Vectrus equity incentive plan after September 27, 2014. | |||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Compensation costs for equity-based awards | $ | 2,095 | ||||||||||||||||||||||||||
Compensation costs for liability-based awards | 229 | |||||||||||||||||||||||||||
Total compensation costs, pre-tax | $ | 2,324 | ||||||||||||||||||||||||||
Future tax benefit | $ | 827 | ||||||||||||||||||||||||||
Schedule of Non-Qualified Stock Options, Activity | The table below provides a roll-forward of outstanding NQOs subsequent to the Spin-off: | |||||||||||||||||||||||||||
September 27, 2014 through | ||||||||||||||||||||||||||||
31-Dec-14 | ||||||||||||||||||||||||||||
(In thousands, except per share data) | Shares | Weighted Average Exercise Price Per Share | ||||||||||||||||||||||||||
Outstanding at Spin-off | — | $ | — | |||||||||||||||||||||||||
Conversion related to the Spin-off ¹ | 275 | 14.83 | ||||||||||||||||||||||||||
Post Spin-off activities | ||||||||||||||||||||||||||||
Granted | 171 | 20.62 | ||||||||||||||||||||||||||
Exercised | — | — | ||||||||||||||||||||||||||
Forfeited, canceled or expired | — | — | ||||||||||||||||||||||||||
Outstanding at December 31, | 446 | $ | 17.43 | |||||||||||||||||||||||||
Options exercisable at December 31, 2014 | 47 | $ | 13.12 | |||||||||||||||||||||||||
¹ The weighted average grant date fair value of the stock options converted is equal to the weighted average grant date fair value of such stock options prior to the Spin-off, reduced by the Spin-off conversion adjustment. | ||||||||||||||||||||||||||||
Schedule of Non-Qualified Stock Options Outstanding and Exercisable | The following table summarizes information about NQOs outstanding and exercisable as of December 31, 2014: | |||||||||||||||||||||||||||
(in thousands, except per share data) | Options Outstanding | Options Exercisable | ||||||||||||||||||||||||||
Range of Exercise Prices Per Share | Number | Weighted Average Remaining Contractual Life (In Years) | Weighted Average Exercise Price Per Share | Aggregate Intrinsic Value | Number | Weighted Average Remaining Contractual Life (In Years) | Weighted Average Exercise Price Per Share | Aggregate Intrinsic Value | ||||||||||||||||||||
$12.94 - $20.62 | 391 | 8.63 | $ | 16.42 | $ | 4,289 | 47 | 6.97 | $ | 13.12 | $ | 817 | ||||||||||||||||
$22.15 - $24.61 | 55 | 9.19 | 24.52 | 160 | — | — | — | — | ||||||||||||||||||||
Total options and aggregate intrinsic value | 446 | 8.67 | $ | 17.43 | $ | 4,449 | 47 | 6.97 | $ | 13.12 | $ | 817 | ||||||||||||||||
Schedule of Weighted Average Assumptions | The following assumptions were utilized in deriving the fair value for NQOs granted on October 10, 2014 under the Black-Scholes model: | |||||||||||||||||||||||||||
Expected volatility | 34.6 | % | ||||||||||||||||||||||||||
Expected life (in years) | 7 | |||||||||||||||||||||||||||
Risk-free rates | 2.07 | % | ||||||||||||||||||||||||||
Weighted-average grant date fair value per share | $ | 8.24 | ||||||||||||||||||||||||||
Schedule of Restricted Stock Units, Activity | The table below provides a roll-forward of outstanding RSUs subsequent to the Spin-off. | |||||||||||||||||||||||||||
September 27, 2014 through | ||||||||||||||||||||||||||||
31-Dec-14 | ||||||||||||||||||||||||||||
(In thousands, except per share data) | Shares | Weighted Average Grant Date Fair Value Per Share | ||||||||||||||||||||||||||
Outstanding at Spin-off | — | — | ||||||||||||||||||||||||||
Conversion related to the Spin-off | 240 | $ | 17.61 | |||||||||||||||||||||||||
Post Spin-off activities | ||||||||||||||||||||||||||||
Granted | 203 | 20.62 | ||||||||||||||||||||||||||
Vested | (20 | ) | 13.03 | |||||||||||||||||||||||||
Forfeited or canceled | — | — | ||||||||||||||||||||||||||
Outstanding at December 31, | 423 | $ | 19.28 | |||||||||||||||||||||||||
Related_Party_Transactions_and1
Related Party Transactions and Parent Company Equity (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Related Party Transactions [Abstract] | |||||||||||||
Schedule of Transfers To/From Parent | Net transfers (to)/from the parent are included within parent company investment on the Consolidated and Combined Statements of Shareholders' and Parent Company Equity prior to September 27, 2014 and the years ended 2013 and 2012. The components of the net transfers (to)/from parent are as follows: | ||||||||||||
December 31, | |||||||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||||||
Cash pooling and general financing activities | $ | (33,565 | ) | $ | (182,184 | ) | $ | (181,780 | ) | ||||
Corporate allocations including income taxes | 27,194 | 87,260 | 68,027 | ||||||||||
Total net transfers (to)/from parent | $ | (6,371 | ) | $ | (94,924 | ) | $ | (113,753 | ) | ||||
Components of Net Assets and Liabilities Transferred in Connection with Spin-off | The components of net assets and liabilities transferred between Exelis and the Company in connection with the Spin-off were as follows: | ||||||||||||
(In thousands) | September 27, 2014 | ||||||||||||
Receivables | $ | (594 | ) | ||||||||||
Prepaid expenses | (59 | ) | |||||||||||
Plant, property and equipment, net | (19 | ) | |||||||||||
Goodwill | (5,530 | ) | |||||||||||
Other non-current assets | 3,816 | ||||||||||||
Total assets transferred to Exelis | $ | (2,386 | ) | ||||||||||
Accounts payable | (2,212 | ) | |||||||||||
Advance payments and billings in excess of costs | (833 | ) | |||||||||||
Compensation and other employee benefits | (1,201 | ) | |||||||||||
Other accrued liabilities | 31,044 | ||||||||||||
Other non-current liabilities | (1,610 | ) | |||||||||||
Deferred tax liabilities | (9,733 | ) | |||||||||||
Total liabilities transferred to Vectrus | $ | 15,455 | |||||||||||
Net adjustment to parent company equity | $ | 17,841 | |||||||||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||
Schedule of Quarterly Financial Information | The following table comprises selected financial data for the years ended December 31, 2014 and 2013: | ||||||||||||||||||||||||||||||||
2014 QUARTERS | 2013 QUARTERS | ||||||||||||||||||||||||||||||||
(In thousands, except per share data) | 1st | 2nd | 3rd | 4th | 1st | 2nd | 3rd | 4th | |||||||||||||||||||||||||
Total revenue | $ | 303,951 | $ | 312,902 | $ | 300,651 | $ | 285,765 | $ | 414,312 | $ | 421,041 | $ | 349,211 | $ | 327,074 | |||||||||||||||||
Operating income | 17,556 | 9,422 | 3,291 | 8,149 | 28,256 | 49,027 | 28,889 | 25,150 | |||||||||||||||||||||||||
Net income | 11,234 | 6,132 | 2,115 | 3,331 | 18,147 | 31,493 | 18,590 | 16,162 | |||||||||||||||||||||||||
Basic earnings per share | $ | 1.07 | $ | 0.59 | $ | 0.2 | $ | 0.32 | $ | 1.73 | $ | 3.01 | $ | 1.77 | $ | 1.54 | |||||||||||||||||
Diluted earnings per share | $ | 1.07 | $ | 0.59 | $ | 0.2 | $ | 0.31 | $ | 1.73 | $ | 3.01 | $ | 1.77 | $ | 1.54 | |||||||||||||||||
Weighted average number of shares outstanding¹ | |||||||||||||||||||||||||||||||||
Basic | 10,474 | 10,474 | 10,474 | 10,476 | 10,474 | 10,474 | 10,474 | 10,474 | |||||||||||||||||||||||||
Diluted | 10,474 | 10,474 | 10,474 | 10,692 | 10,474 | 10,474 | 10,474 | 10,474 | |||||||||||||||||||||||||
¹ For periods ended September 27, 2014 and prior, basic and diluted earnings per share are computed using the number of shares of Vectrus common stock outstanding on September 27, 2014, the date on which the Vectrus common stock was distributed to the shareholders of Exelis Inc. |
Description_of_Business_and_Su3
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Sep. 26, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 18, 2014 | Sep. 17, 2014 | |
Segment | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Number of reportable segments | 1 | |||||||||||||||
Distribution to subsidiary of Exelis | $136,300,000 | $136,281,000 | $0 | $0 | ||||||||||||
Cash and cash equivalents | 42,823,000 | 42,823,000 | 10,446,000 | 42,823,000 | 10,446,000 | 14,400,000 | 13,796,000 | |||||||||
Transition services agreement, term (or less) | 1 year | |||||||||||||||
Increase in operating income due to cumulative catch up adjustments | 8,149,000 | 3,291,000 | 9,422,000 | 17,556,000 | 25,150,000 | 28,889,000 | 49,027,000 | 28,256,000 | 38,417,000 | 131,322,000 | 110,351,000 | |||||
Stock-based compensation | 2,300,000 | 2,324,000 | 0 | 0 | ||||||||||||
Vectrus, Inc. | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Common stock, distribution basis for issued and outstanding shares | 0.0556 | |||||||||||||||
Minimum | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Transition services agreement, term (or less) | 3 months | |||||||||||||||
Maximum | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Transition services agreement, term (or less) | 24 months | |||||||||||||||
Term Loan | Term Facility | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Distribution to subsidiary of Exelis | 136,300,000 | |||||||||||||||
Credit facility, maximum borrowing capacity | $140,000,000 | |||||||||||||||
Buildings and improvements | Minimum | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Estimated useful life | 5 years | |||||||||||||||
Buildings and improvements | Maximum | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Estimated useful life | 40 years | |||||||||||||||
Machinery and equipment | Minimum | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Estimated useful life | 3 years | |||||||||||||||
Machinery and equipment | Maximum | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Estimated useful life | 10 years | |||||||||||||||
Furniture, fixtures, and office equipment | Minimum | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Estimated useful life | 3 years | |||||||||||||||
Furniture, fixtures, and office equipment | Maximum | ||||||||||||||||
Accounting Policies [Line Items] | ||||||||||||||||
Estimated useful life | 7 years |
Description_of_Business_and_Su4
Description of Business and Summary of Significant Accounting Policies - Summary of Cumulative Catch-Up Adjustments (Details) (Contracts Accounted for under Percentage of Completion, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Concentration Risk [Line Items] | |||
Favorable adjustments | $3,981 | $42,206 | $11,896 |
Unfavorable adjustments | -6,629 | -3,906 | -1,065 |
Net (unfavorable) favorable adjustments | -2,648 | 38,300 | 10,831 |
Tethered Aerostat Radar System | |||
Concentration Risk [Line Items] | |||
Unfavorable adjustments | ($2,500) |
Description_of_Business_and_Su5
Description of Business and Summary of Significant Accounting Policies - Revenue Recognition (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Concentration Risk [Line Items] | |||||||||||
Operating income | $8,149 | $3,291 | $9,422 | $17,556 | $25,150 | $28,889 | $49,027 | $28,256 | $38,417 | $131,322 | $110,351 |
Contracts Revenue | 285,765 | 300,651 | 312,902 | 303,951 | 327,074 | 349,211 | 421,041 | 414,312 | 1,203,269 | 1,511,638 | 1,828,364 |
Contracts Accounted for under Percentage of Completion | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Unfavorable adjustments | 6,629 | 3,906 | 1,065 | ||||||||
Sales Revenue, Net | U.S. Army | Government Contracts Concentration Risk | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration Risk, Percentage | 88.00% | 92.00% | 93.00% | ||||||||
Four Largest Contracts | Sales Revenue, Net | U.S. Army | Government Contracts Concentration Risk | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration Risk, Percentage | 68.00% | 68.60% | 68.20% | ||||||||
Contracts Revenue | $822,000 | $1,037,600 | $1,246,200 |
Income_Taxes_Schedule_of_Compo
Income Taxes - Schedule of Components of Income Tax Expense (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
United States | $36,377 | $132,655 | $107,787 |
Foreign | 514 | -1,222 | 2,609 |
Income from continuing operations before income taxes | 36,891 | 131,433 | 110,396 |
Current income tax provision | |||
United States - Federal | 2,385 | 62,102 | 42,093 |
United States - state and local | 29 | 1,190 | 611 |
Foreign | 382 | 457 | 839 |
Total current income tax provision | 2,796 | 63,749 | 43,543 |
Deferred income tax provision | |||
United States - Federal | 10,385 | -16,450 | -2,211 |
United States - state and local | 898 | -258 | -5,601 |
Total deferred income tax provision | 11,283 | -16,708 | -7,812 |
Total income tax expense | $14,079 | $47,041 | $35,731 |
Effective tax rate | 38.20% | 35.90% | 31.80% |
Income_Taxes_Schedule_of_Effec
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Tax provision at U.S. statutory rate | 35.00% | 35.00% | 35.00% |
State and local income tax, net of Federal benefit | 1.60% | 0.50% | -2.90% |
Other | 1.60% | 0.40% | -0.30% |
Effective income tax rate | 38.20% | 35.90% | 31.80% |
Income_Taxes_Schedule_of_Defer
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Tax Assets: | ||
Costs incurred in excess of billings | $1,867 | $4,067 |
Compensation and benefits | 11,100 | 1,633 |
Contingency reserves | 1,995 | 1,834 |
Other | 1,931 | 3,324 |
Net operating losses | 224 | 0 |
Total deferred tax assets | 17,117 | 10,858 |
Deferred Tax Liabilities: | ||
Goodwill | -77,142 | -74,629 |
Property, Plant and Equipment | -2,047 | -2,577 |
Unbilled receivables | -38,679 | -32,854 |
Total deferred tax liabilities | ($117,868) | ($110,060) |
Income_Taxes_Classification_of
Income Taxes - Classification of Deferred Taxes on the Consolidated and Combined Balance Sheets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Tax Liabilities, Net, Classification [Abstract] | ||
Current liabilities | $25,414 | $24,667 |
Non-current liabilities | 75,337 | 74,535 |
Net deferred tax liabilities | $100,751 | $99,202 |
Income_Taxes_Schedule_of_Unrec
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits - January 1 | $8,541 | $12,682 | $1,361 |
Additions for: Current year tax positions | 0 | 1,573 | 11,321 |
Additions for: Prior year tax positions | 6,954 | 0 | 0 |
Reductions for: Prior year tax positions | -7,891 | -5,714 | 0 |
Unrecognized tax benefits - December 31 | $7,604 | $8,541 | $12,682 |
Income_Taxes_Summary_of_Earlie
Income Taxes - Summary of Earliest Open Tax Years (Details) (United States, Domestic Tax Authority, Tax Year 2009) | 12 Months Ended |
Dec. 31, 2014 | |
United States | Domestic Tax Authority | Tax Year 2009 | |
Income Tax Contingency [Line Items] | |
Open tax year | 2009 |
Income_Taxes_Income_Taxes_Narr
Income Taxes Income Taxes - Narrative (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | |||
Income Tax Disclosure [Abstract] | |||
Anticipated unrecognized tax benefits that would affect effective tax rate | $6.90 | ||
Interest accrued for tax matters (less than $0.1 million in 2012) | $0.60 | $0.30 | $0.10 |
Earnings_Per_Share_Reconciliat
Earnings Per Share - Reconciliation of Basic and Diluted Weighted Average Shares Outstanding (Details) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||||||||||
Weighted Average Number of Shares Outstanding Reconciliation [Line Items] | ||||||||||||||||||||||
Weighted average common shares outstanding - basic (in shares) | 10,476,000 | [1] | 10,474,000 | [1] | 10,474,000 | [1] | 10,474,000 | [1] | 10,474,000 | [1] | 10,474,000 | [1] | 10,474,000 | [1] | 10,474,000 | [1] | 10,476,000 | [1] | 10,474,000 | [1] | 10,474,000 | [1] |
Weighted average common shares outstanding - diluted (in shares) | 10,692,000 | [1] | 10,474,000 | [1] | 10,474,000 | [1] | 10,474,000 | [1] | 10,474,000 | [1] | 10,474,000 | [1] | 10,474,000 | [1] | 10,474,000 | [1] | 10,692,000 | [1] | 10,474,000 | [1] | 10,474,000 | [1] |
Stock Options | ||||||||||||||||||||||
Weighted Average Number of Shares Outstanding Reconciliation [Line Items] | ||||||||||||||||||||||
Dilutive impact (in shares) | 75,711 | 0 | 0 | |||||||||||||||||||
Restricted Stock Units (RSUs) | ||||||||||||||||||||||
Weighted Average Number of Shares Outstanding Reconciliation [Line Items] | ||||||||||||||||||||||
Dilutive impact (in shares) | 140,121 | 0 | 0 | |||||||||||||||||||
[1] | For periods ended September 27, 2014 and prior, basic and diluted earnings per share are computed using the number of shares of Vectrus common stock outstanding on September 27, 2014, the date on which the Vectrus common stock was distributed to the shareholders of Exelis Inc. |
Earnings_Per_Share_Schedule_of
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) (Stock Options) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 11 | 0 | 0 |
Receivables_Schedule_of_Receiv
Receivables - Schedule of Receivables (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Receivables [Abstract] | ||
Billed receivables | $41,997,000 | $68,508,000 |
Unbilled contract receivables | 160,735,000 | 159,026,000 |
Receivables | 202,732,000 | 227,534,000 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Exelis indemnified receivable obligation | 11,411,000 | 0 |
Estimated unbilled contract receivables related to requests for equitable adjustments and contract line item realignments | 4,800,000 | |
Other accrued liabilities | Indemnified Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Exelis indemnified receivable obligation | $11,400,000 |
Debt_Additional_Information_De
Debt - Additional Information (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||
Sep. 26, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 17, 2014 | Dec. 31, 2015 | Mar. 31, 2016 | Sep. 30, 2015 | |
Debt Instrument [Line Items] | ||||||||
Distribution to subsidiary of Exelis | $136,300,000 | $136,281,000 | $0 | $0 | ||||
Debt financing fees | 3,701,000 | 0 | 0 | |||||
Maximum allowed dividend distribution | 5,000,000 | |||||||
Senior Secured Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, maximum borrowing capacity | 215,000,000 | |||||||
Covenant terms, ratio of total indebtedness to combined EBITDA | 3.5 | |||||||
Covenant terms, ratio of combined EBITDA to combined interest expense | 4.5 | |||||||
Ratio of total indebtedness to combined EBITDA | 2.46 | |||||||
Ratio of combined EBITDA to combined interest expense | 9.38 | |||||||
Interest rate | 2.92% | |||||||
Debt Instrument, percentage of interest in event of default in excess of applicable rate | 2.00% | |||||||
Senior Secured Credit Facilities | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Undrawn portion of revolving facility, commitment fee percentage | 0.40% | |||||||
Senior Secured Credit Facilities | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Undrawn portion of revolving facility, commitment fee percentage | 0.50% | |||||||
Senior Secured Credit Facilities | London Interbank Offered Rate (LIBOR) | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate | 2.50% | |||||||
Senior Secured Credit Facilities | London Interbank Offered Rate (LIBOR) | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on variable rate | 3.00% | |||||||
Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of term loan facility | 140,000,000 | |||||||
Facility, maturity | 5 years | |||||||
Long-term Debt | 137,375,000 | |||||||
Term facility, amortization rate, year one | 7.50% | |||||||
Term Facility, amortization rate, year two | 10.00% | |||||||
Term facility, amortization rate, year three | 10.00% | |||||||
Term facility, amortization rate, year four | 15.00% | |||||||
Term facility, amortization rate, year five | 57.50% | |||||||
Term facility, mandatory prepayment terms, percentage of net cash proceeds from incurrence of indebtedness | 100.00% | |||||||
Term facility, mandatory prepayment terms, percentage of net cash proceeds of all non-ordinary course asset sales or other dispositions of property | 100.00% | |||||||
Revolver | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, maximum borrowing capacity | 75,000,000 | |||||||
Facility, maturity | 5 years | |||||||
Available borrowing capacity | 60,600,000 | |||||||
Letters of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, maximum borrowing capacity | 35,000,000 | |||||||
Number of letters of credit outstanding | 6 | |||||||
Letters of credit outstanding | 14,400,000 | |||||||
Swingline Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, maximum borrowing capacity | 10,000,000 | |||||||
Scenario, Forecast | Senior Secured Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Covenant terms, ratio of total indebtedness to combined EBITDA | 2.75 | 3 | ||||||
Scenario, Forecast | Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Term facility, mandatory prepayment terms, percentage of borrower's excess cash flow | 50.00% | |||||||
Term facility, mandatory prepayment terms, percentage of borrower's excess cash flow, stepdown to 25% | 25.00% | |||||||
Term facility, mandatory prepayment terms, percentage of borrower's excess cash flow, stepdown to 0% | 0.00% | |||||||
Long-term debt issuance costs, net | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt financing fees | $3,700,000 |
Debt_Schedule_of_Maturities_of
Debt - Schedule of Maturities of Term Facility (Details) (Term Loan, USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Term Loan | |
Debt Instrument [Line Items] | |
Year 1 | $11,375 |
Year 2 | 14,000 |
Year 3 | 15,750 |
Year 4 | 35,875 |
Year 5 | 60,375 |
Total | $137,375 |
Debt_Schedule_of_Carrying_Valu
Debt - Schedule of Carrying Values and Fair Values of Term Facility (Details) (Term Loan, Level 2, USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Carrying Amount | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Long-term debt, including short term portion | $137,375 |
Fair Value | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Long-term debt, including short term portion | $137,375 |
Composition_of_Certain_Financi2
Composition of Certain Financial Statement Captions - Schedule of Compensation and Other Employee Benefits (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Compensation and Other Employee Benefits | ||
Accrued salaries and wages | $13,919 | $26,095 |
Accrued bonus | 4,528 | 3,852 |
Accrued employee benefits | 18,133 | 21,079 |
Total | $36,580 | $51,026 |
Composition_of_Certain_Financi3
Composition of Certain Financial Statement Captions - Schedule of Other Accrued Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Accrued Liabilities | ||
Workers' compensation, auto and general liability reserve | $9,637 | $0 |
Exelis indemnified receivable obligation | 11,411 | 0 |
Accrued liabilities | 16,025 | 10,086 |
Total | $37,073 | $10,086 |
Plant_Property_and_Equipment_P
Plant, Property and Equipment - Plant, Property and Equipment, Net (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Plant, property and equipment, gross | $20,968 | $19,853 |
Less: accumulated depreciation and amortization | -12,048 | -10,614 |
Plant, property and equipment, net | 8,920 | 9,239 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Plant, property and equipment, gross | 6,034 | 6,753 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Plant, property and equipment, gross | 11,034 | 11,888 |
Furniture, fixtures, and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Plant, property and equipment, gross | $3,900 | $1,212 |
Plant_Property_and_Equipment_A
Plant, Property and Equipment - Additional Information (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $2.10 | $2.60 | $3 |
Goodwill_Additional_Informatio
Goodwill - Additional Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $216,930,000 | $222,460,000 | $222,460,000 |
Goodwill adjustment | 5,530,000 | ||
Goodwill, impairment | 0 | 0 | |
Goodwill, acquired | $0 | $0 |
Goodwill_Schedule_of_Goodwill_
Goodwill - Schedule of Goodwill (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2012 |
Goodwill [Roll Forward] | ||
Beginning Balance | $222,460 | $222,460 |
Reallocation of goodwill by Exelis as part of the Spin-off | -5,530 | |
Ending Balance | $216,930 | $222,460 |
Leases_and_Rentals_Additional_
Leases and Rentals - Additional Information (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Capital Leased Assets [Line Items] | |||
Depreciation on capital leases (less than $0.1 million in 2012) | $0.40 | $0.20 | $0.10 |
Rental expense under operating leases | 9.9 | 9.7 | 9.1 |
Machinery and equipment | |||
Capital Leased Assets [Line Items] | |||
Capital lease obligations incurred | $1.60 | ||
Minimum | Capital Lease | |||
Capital Leased Assets [Line Items] | |||
Capital lease term | 24 months | ||
Maximum | Capital Lease | |||
Capital Leased Assets [Line Items] | |||
Capital lease term | 60 months |
Leases_and_Rentals_Schedule_of
Leases and Rentals - Schedule of Future Operating Lease Payments Under Non-Cancellable Operating Leases (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Leases [Abstract] | |
2015 | $2,590 |
2016 | 1,731 |
2017 | 1,639 |
2018 | 1,087 |
2019 | 44 |
Total minimum lease payments | $7,091 |
Leases_and_Rentals_Schedule_of1
Leases and Rentals - Schedule of Future Minimum Lease Payments for Capital Leases (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Leases [Abstract] | |
2015 | $399 |
2016 | 327 |
2017 | 82 |
Thereafter | 132 |
Total minimum lease payments | 940 |
Less: estimated executory costs | 0 |
Net minimum lease payments | 940 |
Less: amount representing interest | -30 |
Present value of minimum lease payments | $910 |
Leases_and_Rentals_Schedule_of2
Leases and Rentals - Schedule of Capital Leases Included in Plant, Property and Equipment, Net (Details) (Machinery and equipment, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Machinery and equipment | ||
Capital Leases, Balance Sheet, Assets by Major Class, Net [Abstract] | ||
Machinery and equipment | $1,625 | $1,586 |
Accumulated depreciation | -609 | -257 |
Machinery and equipment, net | $1,016 | $1,329 |
Leases_and_Rentals_Schedule_of3
Leases and Rentals - Schedule of Capital Lease Obligations (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Capital Lease Obligations [Abstract] | ||
Other accrued liabilities | $380 | $476 |
Other long-term liabilities | 543 | 889 |
Total | $923 | $1,365 |
Restructuring_Additional_Infor
Restructuring - Additional Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 |
position | position | ||
Restructuring and Related Activities [Abstract] | |||
Number of positions eliminated | 12 | 34 | |
Severance and benefit related costs | Selling, general and administrative expenses | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | $1,274 | |
Severance and benefit related costs | 2,597 | 732 | |
Payments | -1,323 | -1,256 | |
Ending balance | 750 | 1,274 | $750 |
Post_Employment_Benefit_Plans_
Post Employment Benefit Plans (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
plan | ||
Compensation and Retirement Disclosure [Abstract] | ||
Defined contribution plan, number of plans | 1 | |
Portion of contributions charged to income | $2.80 | $4.20 |
Contributions accrued by the Company | $0.20 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information(Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended |
In Millions, except Share data, unless otherwise specified | Oct. 10, 2014 | Dec. 31, 2014 | Sep. 29, 2014 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incremental compensation expense | $0.70 | |||
Incremental compensation expense related to fully vested awards | 0.3 | |||
Stock price | $27.40 | 27.4 | ||
Fair value of each grant on grant date | $8.24 | |||
Number of exercisable options, out of the money | 0 | 0 | ||
Vested or expected to vest | 446,043 | 446,043 | ||
Vested or expected to vest, weighted average exercise price (in dollars per share) | $17.58 | 17.58 | ||
Vested or expected to vest, aggregate intrinsic value | 3.6 | 3.6 | ||
Vested or expected to vest, weighted average remaining contractual life | 8 years 8 months 13 days | |||
Expected life (in years) | 7 years 0 months 0 days | 7 years 0 months 0 days | ||
2014 Omnibus Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum number of shares of Company's common stock authorized for issuance (in shares) | 2,625,000 | 2,625,000 | ||
Shares available | 1,744,854 | 1,744,854 | ||
Equity Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation costs | 6.6 | 6.6 | ||
Unrecognized compensation costs, period for recognition | 1 year 10 months 20 days | |||
Liability Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation costs | $0.30 | 0.3 | ||
Unrecognized compensation costs, period for recognition | 0 years 11 months 23 days | |||
Restricted Stock Units (RSUs) and Non-Qualified Stock Options (NQO) | 2014 Omnibus Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards converted or adjusted | 514,941 | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards granted | 6,727 | |||
Options granted | 202,857 | |||
Vesting period | 3 years | |||
Vesting increments | 33.33% | |||
Weighted average grant fair value (in dollars per share) | $20.62 | |||
Non-Qualified Stock Options (NQO) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | 171,298 | |||
Vesting period | 3 years | |||
Vesting increments | 33.33% | |||
Expiration from the date of grant | 10 years | |||
Executives | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock price | $20.62 | |||
Executives | Restricted Stock Units (RSUs) | Exelis Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards granted | 6,727 | |||
Key Employees | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards granted | 175,606 | |||
Stock price | $20.62 | |||
Key Employees | Non-Qualified Stock Options (NQO) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted | 171,298 | |||
Fair value of each grant on grant date | $8.24 | |||
Nonemployee Directors | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards granted | 21,024 | |||
Stock price | $20.62 | |||
Number of days before annual meeting when awards vest | 1 day |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Impact of Stock-Based Compensation in Consolidated and Combined Statements of Income (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Compensation cost for awards | $2,324 |
Future tax benefit | 827 |
Compensation costs for equity-based awards | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Compensation cost for awards | 2,095 |
Compensation costs for liability-based awards | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Compensation cost for awards | $229 |
StockBased_Compensation_Schedu1
Stock-Based Compensation - Schedule of Non-Qualified Stock Options, Activity (Details) (Non-Qualified Stock Options (NQO), USD $) | 0 Months Ended | 3 Months Ended | |
Sep. 27, 2014 | Dec. 31, 2014 | ||
Non-Qualified Stock Options (NQO) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding at beginning of year (in shares) | 0 | 0 | |
Granted (in shares) | 171,298 | ||
Exercised (in shares) | 0 | ||
Forfeited, canceled or expired (in shares) | 0 | ||
Outstanding at end of year (in shares) | 446,043 | ||
Conversion related to Spin-off (in shares) | 274,745 | [1] | |
Conversion related to Spin-off (in dollars per share) | $14.83 | ||
Options exercisable (in shares) | 46,708 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Outstanding at beginning of year (in dollars per share) | $0 | $0 | |
Granted (in dollars per share) | $20.62 | ||
Exercised (in dollars per share) | $0 | ||
Forfeited, canceled or expired (in dollars per share) | $0 | ||
Outstanding at end of year (in dollars per share) | $17.43 | ||
Options exercisable (in dollars per share) | $13.12 | ||
[1] | The weighted average grant date fair value of the stock options converted is equal to the weighted average grant date fair value of such stock options prior to the Spin-off, reduced by the Spin-off conversion adjustment. |
StockBased_Compensation_Schedu2
Stock-Based Compensation - Schedule of Non-Qualified Stock Options Outstanding and Exercisable (Details) (Non-Qualified Stock Options (NQO), USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 27, 2014 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options outstanding (in shares) | 446,043 | 0 |
Options outstanding, weighted average remaining contractual life | 8 years 8 months 1 day | |
Options outstanding, weighted average price per share (in dollars per share) | $17.43 | $0 |
Options outstanding, aggregate intrinsic value | $4,449 | |
Options exercisable (in shares) | 46,708 | |
Options exercisable, weighted average remaining contractual life | 6 years 11 months 19 days | |
Options exercisable, weighted average exercise price per share (in dollars per share) | $13.12 | |
Options exercisable, aggregate intrinsic value | 817 | |
Range of Exercise Prices Two | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options outstanding (in shares) | 55,368 | |
Options outstanding, weighted average remaining contractual life | 9 years 2 months 8 days | |
Options outstanding, weighted average price per share (in dollars per share) | $24.52 | |
Options outstanding, aggregate intrinsic value | 160 | |
Options exercisable (in shares) | 0 | |
Options exercisable, weighted average remaining contractual life | 0 years | |
Options exercisable, weighted average exercise price per share (in dollars per share) | $0 | |
Options exercisable, aggregate intrinsic value | 0 | |
Exercise price per share, lower range (in dollars per share) | $22.15 | |
Exercise price per share, upper range (in dollars per share) | $24.61 | |
Range of Exercise Prices One | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options outstanding (in shares) | 390,675 | |
Options outstanding, weighted average remaining contractual life | 8 years 7 months 17 days | |
Options outstanding, weighted average price per share (in dollars per share) | $16.42 | |
Options outstanding, aggregate intrinsic value | 4,289 | |
Options exercisable (in shares) | 46,708 | |
Options exercisable, weighted average remaining contractual life | 6 years 11 months 19 days | |
Options exercisable, weighted average exercise price per share (in dollars per share) | $13.12 | |
Options exercisable, aggregate intrinsic value | $817 | |
Exercise price per share, lower range (in dollars per share) | $12.94 | |
Exercise price per share, upper range (in dollars per share) | $20.62 |
StockBased_Compensation_Schedu3
Stock-Based Compensation - Schedule of Weighted Average Assumptions (Details) (USD $) | 0 Months Ended | 12 Months Ended |
Oct. 10, 2014 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected volatility | 34.60% | |
Expected life (in years) | 7 years 0 months 0 days | 7 years 0 months 0 days |
Risk-free rates | 2.07% | |
Weighted-average grant date fair value per share | $8.24 |
StockBased_Compensation_Schedu4
Stock-Based Compensation - Schedule of Restricted Stock Units, Activity (Details) (Restricted Stock Units (RSUs), USD $) | 0 Months Ended | 3 Months Ended |
Sep. 27, 2014 | Dec. 31, 2014 | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at beginning of year (in shares) | 0 | 0 |
Granted (in shares) | 202,857 | |
Vested (in shares) | -20,287 | |
Forfeited or canceled (in shares) | 0 | |
Conversion related to Spin-off (in shares) | 240,196 | |
Outstanding at end of year (in shares) | 422,766 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Outstanding at beginning of year (in dollars per share) | $0 | $0 |
Granted (in dollars per share) | $20.62 | |
Vested (in dollars per share) | $13.03 | |
Forfeited or canceled (in dollars per share) | $0 | |
Conversion related to Spin-off (in dollars per share) | $17.61 | |
Outstanding at end of year (in dollars per share) | $19.28 |
Shareholders_Equity_Details
Shareholders' Equity (Details) | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 18, 2014 |
Class of Stock [Line Items] | ||||
Common stock, shares issued (in shares) | 10,484,974 | 10,484,974 | 10,484,974 | |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Common stock, shares outstanding (in shares) | 10,484,974 | 10,484,974 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Vectrus, Inc. | ||||
Class of Stock [Line Items] | ||||
Common stock, distribution basis for issued and outstanding shares | 0.0556 | |||
Exelis, Inc. | ||||
Class of Stock [Line Items] | ||||
Common stock, shares issued (in shares) | 10,474,268 | |||
2014 Omnibus Plan | ||||
Class of Stock [Line Items] | ||||
Maximum number of shares of Company's common stock authorized for issuance (in shares) | 2,625,000 | |||
Shares available | 1,744,854 |
Related_Party_Transactions_and2
Related Party Transactions and Parent Company Equity - Additional Information (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 26, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | |||||||
Number of years until Company can enter into transactions that would affect ownership | 2 years | ||||||
Percentage of ownership change due to entering into new agreements resulting in a breach of agreement (more than) | 35.00% | ||||||
Escalating increases in services provided, percent (up to) | 10.00% | ||||||
Transition services agreement, term | 1 year | ||||||
Target working capital used in indemnification agreement | $64,400,000 | ||||||
Working capital adjustment payment from Exelis | 2,600,000 | 0 | 0 | ||||
Former Parent | |||||||
Related Party Transaction [Line Items] | |||||||
General corporate expenses incurred by Exelis allocated to Company | 33,400,000 | 36,400,000 | 23,300,000 | ||||
Working capital adjustment payment from Exelis | $17,000,000 | $2,600,000 | |||||
Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Transition services agreement, term | 3 months | ||||||
Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Transition services agreement, term | 24 months |
Related_Party_Transactions_and3
Related Party Transactions and Parent Company Equity - Schedule of Transfers To/From Parent (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | |||
Total net transfers (to)/from parent | ($6,371) | ($94,924) | ($113,753) |
Cash pooling and general financing activities | |||
Related Party Transaction [Line Items] | |||
Total net transfers (to)/from parent | -33,565 | -182,184 | -181,780 |
Corporate allocations including income taxes | |||
Related Party Transaction [Line Items] | |||
Total net transfers (to)/from parent | $27,194 | $87,260 | $68,027 |
Related_Party_Transactions_and4
Related Party Transactions and Parent Company Equity - Components of Net Assets and Liabilities Transferred in Connection with Spin-off (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 27, 2014 |
In Thousands, unless otherwise specified | ||||
Related Party Transaction [Line Items] | ||||
Receivables | $202,732 | $227,534 | ||
Plant, property and equipment, net | 8,920 | 9,239 | ||
Goodwill | 216,930 | 222,460 | 222,460 | |
Other non-current assets | 6,575 | 2,403 | ||
Total Assets | 499,491 | 489,164 | ||
Accounts payable | 114,487 | 109,701 | ||
Compensation and other employee benefits | 36,580 | 51,026 | ||
Other accrued liabilities | 37,073 | 10,086 | ||
Other non-current liabilities | 13,544 | 15,111 | ||
Deferred tax liabilities | 100,751 | 99,202 | ||
Total liabilities | 445,616 | 297,832 | ||
Exelis, Inc. | Former Parent | ||||
Related Party Transaction [Line Items] | ||||
Receivables | -594 | |||
Prepaid expenses | -59 | |||
Plant, property and equipment, net | -19 | |||
Goodwill | -5,530 | |||
Other non-current assets | 3,816 | |||
Total Assets | -2,386 | |||
Accounts payable | -2,212 | |||
Advance payments and billings in excess of costs | -833 | |||
Compensation and other employee benefits | -1,201 | |||
Other accrued liabilities | 31,044 | |||
Other non-current liabilities | -1,610 | |||
Deferred tax liabilities | -9,733 | |||
Total liabilities | 15,455 | |||
Net adjustment to parent company equity | $17,841 |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Unaudited) - Schedule of Quarterly Financial Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||
Revenue | $285,765 | $300,651 | $312,902 | $303,951 | $327,074 | $349,211 | $421,041 | $414,312 | $1,203,269 | $1,511,638 | $1,828,364 | |||||||||||
Operating income | 8,149 | 3,291 | 9,422 | 17,556 | 25,150 | 28,889 | 49,027 | 28,256 | 38,417 | 131,322 | 110,351 | |||||||||||
Net income | $3,331 | $2,115 | $6,132 | $11,234 | $16,162 | $18,590 | $31,493 | $18,147 | $22,812 | $84,392 | $74,665 | |||||||||||
Basic earnings per share (in dollars per share) | $0.32 | $0.20 | $0.59 | $1.07 | $1.54 | $1.77 | $3.01 | $1.73 | $2.18 | [1] | $8.06 | [1] | $7.13 | [1] | ||||||||
Diluted earnings per share (in dollars per share) | $0.31 | $0.20 | $0.59 | $1.07 | $1.54 | $1.77 | $3.01 | $1.73 | $2.13 | [1] | $8.06 | [1] | $7.13 | [1] | ||||||||
Weighted average common shares outstanding - basic (in shares) | 10,476 | [1] | 10,474 | [1] | 10,474 | [1] | 10,474 | [1] | 10,474 | [1] | 10,474 | [1] | 10,474 | [1] | 10,474 | [1] | 10,476 | [1] | 10,474 | [1] | 10,474 | [1] |
Weighted average common shares outstanding - diluted (in shares) | 10,692 | [1] | 10,474 | [1] | 10,474 | [1] | 10,474 | [1] | 10,474 | [1] | 10,474 | [1] | 10,474 | [1] | 10,474 | [1] | 10,692 | [1] | 10,474 | [1] | 10,474 | [1] |
[1] | For periods ended September 27, 2014 and prior, basic and diluted earnings per share are computed using the number of shares of Vectrus common stock outstanding on September 27, 2014, the date on which the Vectrus common stock was distributed to the shareholders of Exelis Inc. |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended |
In Millions, except Share data, unless otherwise specified | Oct. 10, 2014 | Dec. 31, 2014 | Feb. 27, 2015 |
Subsequent Event [Line Items] | |||
Stock price | 27.4 | ||
Fair value of each grant on grant date | $8.24 | ||
Restricted Stock Units (RSUs) | |||
Subsequent Event [Line Items] | |||
Awards granted | 6,727 | ||
Vesting increments | 33.33% | ||
Vesting period | 3 years | ||
Restricted Stock Units (RSUs) | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Awards granted | 67,929 | ||
Stock price | $32.04 | ||
Vesting increments | 33.33% | ||
Non-Qualified Stock Options (NQO) | |||
Subsequent Event [Line Items] | |||
Vesting increments | 33.33% | ||
Expiration from the date of grant | 10 years | ||
Vesting period | 3 years | ||
Non-Qualified Stock Options (NQO) | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Awards granted | 53,834 | ||
Vesting increments | 33.33% | ||
Expiration from the date of grant | 10 years | ||
Fair value of each grant on grant date | $12.65 | ||
Total Shareholder Return Awards (TSR) | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Target value of awards granted | $1.70 | ||
Vesting period | 3 years | ||
Number of performance periods | 4 | ||
Minimum | Total Shareholder Return Awards (TSR) | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Percentage of shareholder return award target | 0.00% | ||
Maximum | Total Shareholder Return Awards (TSR) | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Percentage of shareholder return award target | 200.00% |