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Indiana
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38-3924636
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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655 Space Center Drive, Colorado Springs, Colorado 80915
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(Address of Principal Executive Offices) (Zip Code)
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Registrant’s telephone number, including area code:
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(719) 591-3600
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Large accelerated filer
¨
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Accelerated filer
þ
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Non-accelerated filer
¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Emerging growth company
¨
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Page No.
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Three months ended
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March 31,
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April 1,
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(In thousands, except per share data)
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2017
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2016
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||||
Revenue
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$
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290,063
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$
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310,682
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Cost of revenue
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264,701
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283,711
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Selling, general and administrative expenses
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13,713
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15,160
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Operating income
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11,649
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11,811
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Interest (expense) income, net
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(1,134
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)
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(1,312
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)
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Income from operations before income taxes
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10,515
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10,499
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Income tax expense
|
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3,847
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3,910
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Net income
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$
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6,668
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$
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6,589
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Earnings per share
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Basic
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$
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0.61
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$
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0.62
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Diluted
|
|
$
|
0.60
|
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|
$
|
0.61
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Weighted average common shares outstanding - basic
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|
10,909
|
|
|
10,628
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Weighted average common shares outstanding - diluted
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|
11,075
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10,856
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Three Months Ended
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||||||
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March 31,
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April 1,
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||||
(In thousands)
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|
2017
|
|
2016
|
||||
Net income
|
|
$
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6,668
|
|
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$
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6,589
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Other comprehensive income, net of tax
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||||
Changes in derivative instrument:
|
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|
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|
||||
Net change in fair value of interest rate swap
|
|
123
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|
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(372
|
)
|
||
Net gain reclassified to interest expense
|
|
1
|
|
|
4
|
|
||
Tax (expense) benefit
|
|
(44
|
)
|
|
131
|
|
||
Net change in derivative instrument
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80
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|
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(237
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)
|
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Foreign currency translation adjustments
|
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127
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516
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|
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Other comprehensive income, net of tax
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207
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|
|
279
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Total comprehensive income
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$
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6,875
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$
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6,868
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March 31,
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December 31,
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(In thousands, except share information)
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2017
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2016
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Assets
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(unaudited)
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Current assets
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|
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Cash
|
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$
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53,689
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$
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47,651
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Receivables
|
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164,901
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|
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172,072
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|
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Costs incurred in excess of billings
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12,624
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11,002
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|
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Other current assets
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7,478
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13,412
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Total current assets
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238,692
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244,137
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Property, plant, and equipment, net
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2,679
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3,061
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Goodwill
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216,930
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216,930
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Other non-current assets
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1,314
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1,177
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Total non-current assets
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220,923
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221,168
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Total Assets
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$
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459,615
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$
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465,305
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Liabilities and Shareholders' Equity
|
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||||
Current liabilities
|
|
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|
||||
Accounts payable
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$
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95,649
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$
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118,055
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Billings in excess of costs
|
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3,835
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1,421
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|
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Compensation and other employee benefits
|
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47,049
|
|
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34,917
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|
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Short-term debt
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17,500
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15,750
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Other accrued liabilities
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18,473
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17,693
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Total current liabilities
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182,506
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187,836
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Long-term debt, net
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62,786
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67,842
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|
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Deferred tax liability
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87,285
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89,667
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Other non-current liabilities
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2,307
|
|
|
2,559
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|
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Total non-current liabilities
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|
152,378
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160,068
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|
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Total liabilities
|
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334,884
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347,904
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Commitments and contingencies (Note 12)
|
|
|
|
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||||
Shareholders' Equity
|
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|
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|
||||
Preferred stock; $0.01 par value; 10,000,000 shares authorized; No shares issued and outstanding
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—
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—
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Common stock; $0.01 par value; 100,000,000 shares authorized; 10,943,290 and 10,894,924 shares issued and outstanding
|
|
109
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109
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|
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Additional paid in capital
|
|
64,406
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63,910
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|
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Retained earnings
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64,586
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57,959
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|
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Accumulated other comprehensive loss
|
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(4,370
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)
|
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(4,577
|
)
|
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Total shareholders' equity
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124,731
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117,401
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Total Liabilities and Shareholders' Equity
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$
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459,615
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$
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465,305
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Three Months Ended
|
||||||
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March 31,
|
|
April 1,
|
||||
(In thousands)
|
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2017
|
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2016
|
||||
Operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
6,668
|
|
|
$
|
6,589
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization expense
|
|
407
|
|
|
605
|
|
||
Loss on disposal of property, plant, and equipment
|
|
—
|
|
|
277
|
|
||
Stock-based compensation
|
|
1,086
|
|
|
1,713
|
|
||
Amortization of debt issuance costs
|
|
194
|
|
|
228
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Receivables
|
|
7,441
|
|
|
17,709
|
|
||
Other assets
|
|
4,202
|
|
|
147
|
|
||
Accounts payable
|
|
(22,599
|
)
|
|
(36,832
|
)
|
||
Billings in excess of costs
|
|
2,415
|
|
|
1,094
|
|
||
Deferred taxes
|
|
(2,506
|
)
|
|
(1,103
|
)
|
||
Compensation and other employee benefits
|
|
12,059
|
|
|
11,687
|
|
||
Other liabilities
|
|
547
|
|
|
(429
|
)
|
||
Net cash provided by operating activities
|
|
9,914
|
|
|
1,685
|
|
||
Investing activities
|
|
|
|
|
||||
Purchases of capital assets
|
|
(24
|
)
|
|
(31
|
)
|
||
Proceeds from the disposition of assets
|
|
—
|
|
|
111
|
|
||
Net cash (used in) provided by investing activities
|
|
(24
|
)
|
|
80
|
|
||
Financing activities
|
|
|
|
|
||||
Repayments of long-term debt
|
|
(3,500
|
)
|
|
(3,500
|
)
|
||
Proceeds from revolver
|
|
18,000
|
|
|
59,000
|
|
||
Repayments of revolver
|
|
(18,000
|
)
|
|
(59,000
|
)
|
||
Proceeds from exercise of stock options
|
|
50
|
|
|
—
|
|
||
Payments of employee withholding taxes on share-based compensation
|
|
(577
|
)
|
|
(627
|
)
|
||
Net cash (used in) financing activities
|
|
(4,027
|
)
|
|
(4,127
|
)
|
||
Exchange rate effect on cash
|
|
175
|
|
|
989
|
|
||
Net change in cash
|
|
6,038
|
|
|
(1,373
|
)
|
||
Cash-beginning of year
|
|
47,651
|
|
|
39,995
|
|
||
Cash-end of period
|
|
$
|
53,689
|
|
|
$
|
38,622
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
||||
Interest paid
|
|
$
|
1,036
|
|
|
$
|
1,408
|
|
Income taxes paid
|
|
$
|
161
|
|
|
$
|
2,320
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
|
April 1,
|
||||
(In thousands)
|
|
2017
|
|
2016
|
||||
Favorable adjustments
|
|
$
|
3,542
|
|
|
$
|
4,152
|
|
Unfavorable adjustments
|
|
(823
|
)
|
|
(1,380
|
)
|
||
Net favorable adjustments
|
|
$
|
2,719
|
|
|
$
|
2,772
|
|
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, as amended by ASU 2015-14
|
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, 2017. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016. In addition, the Financial Accounting Standards Board has issued related revenue recognition guidance in four ASUs: principal versus agent considerations (ASU 2016-08), identifying performance obligations and licensing (ASU 2016-10), a revision of certain SEC staff observer comments (ASU 2016-11) and implementation guidance (ASU 2016-12).
|
May 2014, as amended in August 2015
|
Our initial analysis identifying areas that will be impacted by the new guidance is substantially complete, and we are analyzing the potential impacts to the consolidated financial statements and related disclosures.
We plan to adopt the standard in the first quarter of 2018 using the modified retrospective transition method with a cumulative-effect adjustment to opening retained earnings.
We believe the most significant impact of the new guidance relates to our accounting for firm-fixed-price contracts. Our firm-fixed-price contracts will continue to recognize revenue and earnings over time because of the continuous transfer of services to the customer, generally using an input measure (e.g., costs incurred) to reflect progress. However, we will be precluded from recognizing adjustments in estimated costs at completion as costs incurred in excess of billings on the balance sheet for firm-fixed-price contracts. Adjustments in contract estimates for firm-fixed-price contracts will result in more variability to revenue from period to period. The total impact of an adjustment in estimated profit recorded to date on a contract will continue to be recognized in the period it is identified (cumulative catch-up method). Despite this variability, a firm-fixed-price contract’s cash flows and overall profitability at completion are the same. Anticipated losses on contracts will continue to be recognized in the quarter in which they are identified.
|
ASU 2016-02, Leases
|
The objective of the amendment to this standard is to recognize lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. The standard is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of this standard is permitted.
|
February 2016
|
The primary effect of adopting the new standard will be to record assets and obligations for current operating leases. As of March 31, 2017, there are $6.2 million in future minimum rental payments for operating leases that are not currently on our balance sheet; therefore, we expect this will not have a material impact on our consolidated balance sheet and related disclosures.
|
ASU 2016-16, Intra-Entity Transfers of Assets Other than Inventory
|
The objective of this standard is to require companies to account for the income tax effects of intercompany sales and transfers of assets other than inventory (e.g., intangible assets) when the transfer occurs. Prior to the implementation of this standard, companies are required to defer the income tax effects of intercompany transfers of assets until the asset has been sold to an outside party or otherwise recognized (e.g., depreciated, amortized, or impaired).
Companies will still be required to defer the income tax effects of intercompany sales and transfers of inventory in an exception to the income tax accounting guidance. The standard is effective in annual periods beginning after December 15, 2017, and interim periods within those periods. Early adoption is permitted as of the beginning of an annual period. |
October 2016
|
We are evaluating the impact of adopting ASU 2016-16; however, the standard is not expected to have a material impact on our consolidated financial statements.
|
Standards that were adopted
|
|
|
|
ASU 2016-09, Improvements to Employee Share-Based Payment Accounting
|
The objective of the standard is to simplify several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures and intrinsic value should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term should be applied prospectively. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method.
|
March 2016
|
We adopted this standard in the first quarter of 2017.
All excess tax benefits and tax deficiencies are recognized as income tax expense or benefit in the income statement prospectively.
The tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur, and we will recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period.
We also elected a new accounting policy in which we will account for award forfeitures as they occur. We will no longer estimate the total number of awards for which the requisite service period will not be rendered.
The adoption of the standard did not have a material impact on our financial statements.
Cash paid by us when directly withholding shares for tax-withholding purposes is classified as a financing activity and excess tax benefits are classified along with other income tax cash flows as an operating activity in the consolidated statement of cash flows.
|
|
|
Three Months Ended
|
||||||
(In thousands, except per share data)
|
|
March 31, 2017
|
|
April 1, 2016
|
||||
Net income
|
|
$
|
6,668
|
|
|
$
|
6,589
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding
|
|
10,909
|
|
|
10,628
|
|
||
Add: Dilutive impact of stock options
|
|
41
|
|
|
61
|
|
||
Add: Dilutive impact of restricted stock units
|
|
125
|
|
|
167
|
|
||
Diluted weighted average common shares outstanding
|
|
11,075
|
|
|
10,856
|
|
||
|
|
|
|
|
||||
Earnings per share
|
|
|
|
|
||||
Basic
|
|
$
|
0.61
|
|
|
$
|
0.62
|
|
Diluted
|
|
$
|
0.60
|
|
|
$
|
0.61
|
|
|
|
Three Months Ended
|
||||
(In thousands)
|
|
March 31, 2017
|
|
April 1, 2016
|
||
Anti-dilutive stock options
|
|
35
|
|
|
21
|
|
Anti-dilutive restricted stock units
|
|
—
|
|
|
1
|
|
Total
|
|
35
|
|
|
22
|
|
|
|
March 31,
|
|
December 31,
|
||||
(In thousands)
|
|
2017
|
|
2016
|
||||
Billed receivables
|
|
$
|
30,974
|
|
|
$
|
41,992
|
|
Unbilled contract receivables
|
|
131,085
|
|
|
127,150
|
|
||
Other
|
|
2,842
|
|
|
2,930
|
|
||
Receivables
|
|
$
|
164,901
|
|
|
$
|
172,072
|
|
|
|
March 31, 2017
|
||||||
(In thousands)
|
|
Carrying Amount
|
|
Fair Value
|
||||
Short-term debt
|
|
$
|
17,500
|
|
|
$
|
17,500
|
|
Long-term debt
|
|
64,000
|
|
|
64,000
|
|
||
Total debt
|
|
81,500
|
|
|
$
|
81,500
|
|
|
Debt financing fees
|
|
(1,214
|
)
|
|
|
|||
Total debt with debt financing fees
|
|
$
|
80,286
|
|
|
|
|
|
December 31, 2016
|
||||||
(In thousands)
|
|
Carrying Amount
|
|
Fair Value
|
||||
Short-term debt
|
|
$
|
15,750
|
|
|
$
|
15,750
|
|
Long-term debt
|
|
69,250
|
|
|
69,250
|
|
||
Total debt
|
|
85,000
|
|
|
$
|
85,000
|
|
|
Debt financing fees
|
|
(1,408
|
)
|
|
|
|||
Total debt with debt financing fees
|
|
$
|
83,592
|
|
|
|
|
|
Fair Value
|
||||
(In thousands)
|
|
Balance sheet caption
|
|
Amount
|
||
Interest rate swap designated as cash flow hedge
|
|
Other current assets
|
|
$
|
43
|
|
Interest rate swap designated as cash flow hedge
|
|
Other non-current assets
|
|
$
|
255
|
|
|
|
Fair Value
|
||||
(In thousands)
|
|
Balance sheet caption
|
|
Amount
|
||
Interest rate swap designated as cash flow hedge
|
|
Other accrued liabilities
|
|
$
|
86
|
|
Interest rate swap designated as cash flow hedge
|
|
Other non-current assets
|
|
$
|
259
|
|
(In thousands)
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Accrued salaries and wages
|
|
$
|
28,353
|
|
|
$
|
14,741
|
|
Accrued bonus
|
|
1,249
|
|
|
4,371
|
|
||
Accrued employee benefits
|
|
17,447
|
|
|
15,805
|
|
||
Total
|
|
$
|
47,049
|
|
|
$
|
34,917
|
|
(In thousands)
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Workers' compensation, auto and general liability reserve
|
|
$
|
6,015
|
|
|
$
|
6,123
|
|
Other accrued liabilities
|
|
12,458
|
|
|
11,570
|
|
||
Total
|
|
$
|
18,473
|
|
|
$
|
17,693
|
|
(In thousands)
|
|
March 31, 2017
|
|
April 1, 2016
|
||||
Compensation costs for equity-based awards
|
|
$
|
983
|
|
|
$
|
1,476
|
|
Compensation costs for liability-based awards
|
|
104
|
|
|
237
|
|
||
Total compensation costs, pre-tax
|
|
$
|
1,087
|
|
|
$
|
1,713
|
|
Future tax benefit
|
|
$
|
387
|
|
|
$
|
610
|
|
|
|
NQOs
|
|
RSUs
|
||||||
(In thousands, except per share data)
|
|
Shares
|
|
Weighted Average Exercise Price Per Share
|
|
Shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
||
Outstanding at January 1, 2017
|
|
384
|
|
|
$21.47
|
|
285
|
|
|
$23.01
|
Granted
|
|
65
|
|
|
$21.94
|
|
111
|
|
|
$21.97
|
Exercised
|
|
(2
|
)
|
|
$20.62
|
|
|
|
|
|
Vested
|
|
|
|
|
|
(79
|
)
|
|
$24.47
|
|
Forfeited or expired
|
|
(1
|
)
|
|
$32.04
|
|
—
|
|
|
|
Outstanding at March 31, 2017
|
|
446
|
|
|
$21.53
|
|
317
|
|
|
$22.29
|
Expected volatility
|
|
31.0
|
%
|
Expected life (in years)
|
|
7
|
|
Risk-free rates
|
|
2.30
|
%
|
Weighted-average grant date fair value per share
|
|
$8.20
|
|
|
% of Total Revenue
|
||
|
|
Three Months Ended
|
||
Contract Name
|
|
March 31, 2017
|
|
April 1, 2016
|
Kuwait Base Operations and Security Support Services (K-BOSSS)
|
|
38.5%
|
|
35.2%
|
Kuwait-based Army Pre-Positioned Stocks-5 (APS-5 Kuwait)
|
|
16.7%
|
|
13.6%
|
Operations, Maintenance and Defense of Army Communications in Southwest Asia and Central Asia (OMDAC-SWACA)
|
|
13.5%
|
|
11.9%
|
|
March 31,
|
|
December 31,
|
||||
(In millions)
|
2017
|
|
2016
|
||||
Funded backlog
|
$
|
899
|
|
|
$
|
665
|
|
Unfunded backlog
|
2,025
|
|
|
1,691
|
|
||
Total backlog
|
$
|
2,924
|
|
|
$
|
2,356
|
|
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(In thousands)
|
|
March 31, 2017
|
|
April 1, 2016
|
|
$
|
|
%
|
|||||||
Revenue
|
|
$
|
290,063
|
|
|
$
|
310,682
|
|
|
$
|
(20,619
|
)
|
|
(6.6
|
)%
|
Cost of revenue
|
|
264,701
|
|
|
283,711
|
|
|
(19,010
|
)
|
|
(6.7
|
)%
|
|||
% of revenue
|
|
91.3
|
%
|
|
91.3
|
%
|
|
|
|
|
|||||
Selling, general and administrative
|
|
13,713
|
|
|
15,160
|
|
|
(1,447
|
)
|
|
(9.5
|
)%
|
|||
% of revenue
|
|
4.7
|
%
|
|
4.9
|
%
|
|
|
|
|
|||||
Operating income
|
|
11,649
|
|
|
11,811
|
|
|
(162
|
)
|
|
(1.4
|
)%
|
|||
Operating margin
|
|
4.0
|
%
|
|
3.8
|
%
|
|
|
|
|
|||||
Interest (expense) income, net
|
|
(1,134
|
)
|
|
(1,312
|
)
|
|
(178
|
)
|
|
(13.6
|
)%
|
|||
Income before taxes
|
|
10,515
|
|
|
10,499
|
|
|
16
|
|
|
0.2
|
%
|
|||
% of revenue
|
|
3.6
|
%
|
|
3.4
|
%
|
|
|
|
|
|||||
Income tax expense
|
|
3,847
|
|
|
3,910
|
|
|
(63
|
)
|
|
(1.6
|
)%
|
|||
Effective income tax rate
|
|
36.6
|
%
|
|
37.2
|
%
|
|
|
|
|
|||||
Net Income
|
|
$
|
6,668
|
|
|
$
|
6,589
|
|
|
$
|
79
|
|
|
1.2
|
%
|
|
|
Three Months Ended
|
|
Change
|
|||||||||||
(In thousands)
|
|
March 31, 2017
|
|
April 1, 2016
|
|
$
|
|
%
|
|||||||
Interest income
|
|
$
|
7
|
|
|
$
|
15
|
|
|
$
|
(8
|
)
|
|
(53.3
|
)%
|
Interest (expense)
|
|
(1,141
|
)
|
|
(1,327
|
)
|
|
(186
|
)
|
|
(14.0
|
)%
|
|||
Interest (expense) income, net
|
|
$
|
(1,134
|
)
|
|
$
|
(1,312
|
)
|
|
$
|
(178
|
)
|
|
(13.6
|
)%
|
(In thousands)
|
|
March 31, 2017
|
|
April 1, 2016
|
||||
Operating activities
|
|
$
|
9,914
|
|
|
$
|
1,685
|
|
Investing activities
|
|
(24
|
)
|
|
80
|
|
||
Financing activities
|
|
(4,027
|
)
|
|
(4,127
|
)
|
||
Foreign exchange
1
|
|
175
|
|
|
989
|
|
||
Net change in cash
|
|
$
|
6,038
|
|
|
$
|
(1,373
|
)
|
1
Impact on cash balances due to changes in foreign exchange rates.
|
|
|
|
|
10.1
|
Description of Housing Allowance for Charles L. Prow + *
|
10.2
|
Letter Agreement dated August 25, 2015 between Vectrus, Inc. and Rene J. Moline (Incorporated by reference to Exhibit 10.01 of the Company’s Current Report on Form 8-K filed on April 3, 2017).*
|
31.1
|
Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 +
|
31.2
|
Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 +
|
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Exhibit is intended to be furnished in accordance with Regulation S-K Item 601(b) (32) (ii) and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference. +
|
32.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Exhibit is intended to be furnished in accordance with Regulation S-K Item 601(b) (32) (ii) and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference. +
|
101
|
The following materials from Vectrus Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) Unaudited Condensed Consolidated Statements of Income, (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income, (iii) Unaudited Condensed Consolidated Balance Sheets, (iv) Unaudited Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements. #
|
VECTRUS, INC.
|
|
/s/ William B. Noon
|
|
By: William B. Noon
|
|
Corporate Vice President and Chief Accounting Officer
|
|
(Principal Accounting Officer)
|
|
Date: May 9, 2017
|
10.1
|
Description of Housing Allowance for Charles L. Prow + *
|
10.2
|
Letter Agreement dated August 25, 2015 between Vectrus, Inc. and Rene J. Moline (Incorporated by reference to Exhibit 10.01 of the Company’s Current Report on Form 8-K filed on April 3, 2017).*
|
31.1
|
Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 +
|
31.2
|
Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 +
|
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Exhibit is intended to be furnished in accordance with Regulation S-K Item 601(b) (32) (ii) and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference. +
|
32.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Exhibit is intended to be furnished in accordance with Regulation S-K Item 601(b) (32) (ii) and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference. +
|
101
|
The following materials from Vectrus Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) Unaudited Condensed Consolidated Statements of Income, (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income, (iii) Unaudited Condensed Consolidated Balance Sheets, (iv) Unaudited Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements. #
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Vectrus, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: May 9, 2017
|
|
|
|
/s/ Charles L. Prow
|
|
Charles L. Prow
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Vectrus, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: May 9, 2017
|
|
|
|
/s/ Matthew M. Klein
|
|
Matthew M. Klein
|
|
Senior Vice President and Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 9, 2017
|
|
|
|
/s/ Charles L. Prow
|
|
Charles L. Prow
|
|
President and Chief Executive Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 9, 2017
|
|
|
|
/s/ Matthew M. Klein
|
|
Matthew M. Klein
|
|
Senior Vice President and Chief Financial Officer
|
|