FALSE000160154800016015482022-08-092022-08-09


 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 8-K
 
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): August 9, 2022
 
 
 
V2X, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
Indiana
(State or Other Jurisdiction of Incorporation)
 
001-3634138-3924636
(Commission(IRS Employer
File Number)Identification No.)
 
2424 Garden of the Gods Road, Suite 300
Colorado Springs, CO 80919
(Address of Principal Executive Offices) (Zip Code)
 
(719) 591-3600
(Registrant's Telephone Number, Including Area Code)
 
Securities Registered Under Section 12(b) of the Act:
 
Title of each classTrading
symbol(s)
Name of each exchange on which registered
Common Stock, Par Value $0.01 Per ShareVVXNew York Stock Exchange
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
 
 
 




Item 2.02 Results of Operations and Financial Condition.

Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release issued by V2X, Inc. (the “Company”) on August 9, 2022 that includes financial information for the Company for the second quarter of 2022 and guidance for fiscal 2022. This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 4.01. Changes in Registrant’s Certifying Accountant.
 
On August 5, 2022, the Audit Committee (the “Committee”) of the Board of Directors of the Company dismissed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm, effective August 9, 2022 and appointed RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm commencing August 9, 2022.
 
The audit reports of Deloitte on the financial statements of the Company as of and for the years ended December 31, 2020 and 2021 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2020 and 2021 and the subsequent interim periods through April 1, 2022 and July 1, 2022, there were no “disagreements,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, between the Company and Deloitte, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference in connection with their opinion to the subject matter of the disagreement.

During the fiscal years ended December 31, 2020 and 2021 and the subsequent interim periods through April 1, 2022 and July 1, 2022, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Deloitte with a copy of this Current Report on Form 8-K and requested that Deloitte furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the statements contained herein and, if not, stating the respects in which it does not agree. A copy of Deloitte’s letter, dated August 9, 2022, is filed as Exhibit 16.1 to this Form 8-K.

During the fiscal years ended December 31, 2020 and 2021 and the subsequent interim periods through April 1, 2022 and July 1, 2022, neither the Company, nor anyone on its behalf, has consulted RSM with respect to: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided to the Company that RSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
 
Item 7.01 Regulation FD Disclosure.

Mr. Charles Prow, President and Chief Executive Officer, and Ms. Susan Lynch, Senior Vice President and Chief Financial Officer, will present the financial information for the Company for the second quarter of 2022 and guidance for second half 2022 on August 9, 2022. A copy of the presentation is attached hereto and incorporated by reference herein as Exhibit 99.2. This information is furnished pursuant to Item 7.01 Regulation FD Disclosure and shall not be deemed filed for purposes of Section 18 of the Exchange Act or incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 



Exhibit No. Description
 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 V2X, INC.
  
Dated: August 9, 2022 
  
 By:/s/ Kevin T. Boyle
  Kevin T. Boyle
  Chief Legal Officer, General Counsel and Corporate Secretary
 
 


August 9, 2022

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561

Dear Sirs/Madams:

We have read Item 4.01 of V2X, Inc.'s Form 8-K dated August 9, 2022, and have the following comments:

1.We agree with the statements made in the first through fifth paragraphs.

2.We have no basis on which to agree or disagree with the statements made in the sixth paragraph.

Yours truly,

/s/ Deloitte & Touche LLP



Exhibit 99.1 1 PRESS RELEASE CONTACT: V2X, Inc. Mike Smith, CFA 719-637-5773 michael.smith@vectrus.com V2X (Formerly Vectrus) Reports Strong Second Quarter 2022 Results Important Note: On July 5, 2022, Vectrus, Inc. closed on the merger with The Vertex Company (“the Transaction”) and in connection with the closing was renamed V2X, Inc. “Reported results” reflect the contributions of Vectrus, Inc. based on results prior to the close of the Transaction, unless otherwise noted. Vectrus Second Quarter Highlights: • Second quarter revenues of $498 million, up +6% Y/Y • Operating income (inclusive of V2X transaction expenses) of $15.0 million with a margin of 3.0% • Adjusted EBITDA1 of $24.7 million with a margin of 5.0% • Second quarter fully diluted EPS of $0.88; Adjusted diluted EPS1 of $1.41 • Strong second quarter operating cash flow of $46 million Guidance: • The V2X merger closed on July 5, 2022, creating a more diversified company generating approximately $3.6 billion in combined pro forma annual revenue • Establishing second-half 2022 guidance for V2X that reflects the contributions of both Vectrus and Vertex with a total revenue range of $1.90 to $1.94 billion, an Adjusted EBITDA1 range of $140 to $150 million, and an operating cash flow range of $130 to $150 million MCLEAN, Va., August 9, 2022 — V2X, Inc. (NYSE:VVX) announced second quarter 2022 financial results. The second quarter 2022 results are based on Vectrus’ stand-alone financial metrics for the period ended July 1, 2022, and do not include contribution from The Vertex Company. Transaction Update “We’re excited to announce the successful combination of Vectrus and The Vertex Company, creating a larger, higher margin and more diversified, V2X,” said Chuck Prow, Chief Executive Officer of V2X. “With 14,000 employees, $3.6 billion in pro forma annual revenue, and $290 million of Adjusted EBITDA, V2X is a leader in the operational segment of the federal services market providing converged solutions throughout the mission lifecycle of our clients most critical and enduring global missions.”


 
Exhibit 99.1 2 Prow continued, “V2X has a strong financial profile with significant free cash flow and long-term revenue visibility through several notable contract wins that are in the early stages of their lifecycle. These wins are reflected in the company’s trailing twelve-month awards of approximately $6 billion, which include two recent significant awards at Vertex, the Naval Test Wing Atlantic, a seven-year program valued at $850 million, and the Air Force Global Strike Command five-year contract valued at $130 million. This also includes $600 million of awards booked at Vectrus during the quarter that were driven by expansion and increased scope on existing programs as well as follow-on contracts. The strong velocity of awards has resulted in a significant backlog of approximately $12 billion that provides solid visibility over the next several years.” “In summary, the financial and strategic attributes of V2X are compelling,” added Prow. “Our integration activities are well underway and the commitment to our clients, the missions we are privileged to support, and delivering results remains our focus.” Vectrus Second Quarter Results “Second quarter results for stand-alone Vectrus were strong, propelled by top-line performance and favorable operating cash flow,” said Prow. “During the quarter, revenue grew 6% year-over-year and 9% sequentially to $498 million. Revenue growth was driven by building on the momentum of programs in INDOPACOM and Europe, along with successful phase-in of new contracts, including the Logistics Readiness Center at Fort Benning,” said Prow. “Each day, our global team of dedicated employees execute on our core programs while also bringing innovation and technology-oriented solutions to complex challenges throughout the mission lifecycle.” “With a high-level readiness to meet the needs of our clients, the team continued its support of several important missions during the quarter, including providing the DoD with urgent and compelling services for the European Deterrence Initiative,” said Prow. “We leveraged our rapid response capability and over 40- year history of operating in Europe to provide the DoD with unique services in support of this complex and ongoing mission. Additionally, achieving full operational capability on LOGCAP V Kwajalein, approximately a month and a half ahead of schedule, has helped to expand our footprint in the INDOPACOM region. Activity in the region remains robust and our position continues to expand. For example, we recently expanded our scope of responsibilities at Subic Bay in the Philippines. This program is expected to run over the next eight years and provides strategic logistics services to the DoD. Work content in the INDOPACOM region now represents 9% of total revenue, up 3% from last year, and positions us well to support the DoD in a full range of operations over the next ten years.” “Adjusted EBITDA for the quarter was strong at $24.7 million or 5.0% margin. Adjusted EBITDA increased sequentially $6.5 million and was driven by higher revenue volume and success on operational excellence initiatives. We remain focused on margin improvement, and this quarter’s results reflect our ability to expand earnings even as we execute on several programs in the early phases of period of performance. As


 
Exhibit 99.1 3 we have noted in the past, LOGCAP V is generating higher revenue volume with a greater amount of material and pass-through content that has a different margin complexion. However, our teams are focused on driving program efficiencies and improving margin rates through contract add-on work while working with clients to convert certain components of work to more advantageous contract structures.” Prow concluded, “Our second quarter results demonstrate the Company’s success in achieving top-line growth through increased work scope on existing programs, expansion of capabilities, broadening our geographic footprint, and adding new clients. As we embark on the Company’s new chapter as V2X, I am excited about the greater scale, market leadership, and enhanced portfolio of offerings with the Vectrus/Vertex combination.” Second quarter 2022 revenue of $498.1 million was up $27.2 million year on year. “Revenue grew 6% year-over-year, driven by our transition to full operational capability on LOGCAP V programs in Iraq and Kuwait late last year, and INDOPACOM this year. In addition, revenue benefitted from transitioning Fort Benning and volume associated with rapid response and contingency efforts,” said Susan Lynch, Senior Vice President and Chief Financial Officer. “This revenue growth demonstrates achievement of our enterprise goal of growing the business through contract expansion and portfolio diversity despite the headwinds associated with the withdrawal of the US military from Afghanistan,” added Lynch. Operating income was $15.0 million or 3.0% margin. This includes M&A and integration related expenses of $5.9 million and amortization of acquired intangible assets of $2.1 million which were incurred in the quarter. Adjusted operating income1 was $23.0 million or 4.6% margin, increasing sequentially by $6.4 million and 100 basis points. Adjusted EBITDA1 was $24.7 million or 5.0% margin, increasing sequentially by $6.5 million and 100 basis points. Adjusted EBITDA margin compares to $26.6 million or 5.6% in the prior year period. “The year-on-year margin change was influenced by the significant amount of revenue and contracts that are in the early stages of their lifecycle. In aggregate, on average and over time, we expect to see improvement in the margin profile as we drive operational efficiencies and diversify into higher margin scopes of work,” said Lynch. Fully diluted EPS for the second quarter of 2022 was $0.88 as compared to $1.35 in the prior year. Fully diluted EPS in the quarter included the aforementioned M&A and integration related costs. Adjusted diluted EPS1 was $1.41 in the quarter as compared to $1.52 in the prior year. The year-on-year change in Adjusted diluted EPS1 was primarily due to the above-mentioned change in Adjusted EBITDA1. Cash generated from operating activities for the quarter was $46.0 million. Through July 1, 2022, net cash from operating activities was $19.6 million, compared to net cash from operating activities of $14.0 million through the second quarter of 2021. Cash from operating activities through the first half of 2022 was negatively impacted by an approximately $8.0 million repayment of CARES Act tax deferrals and $5.8 million of merger-related payments.


 
Exhibit 99.1 4 Net debt on July 1, 2022, was $58.4 million, compared to $105.2 million on July 2, 2021. Total debt on July 1, 2022, was $90.2 million, down $84.8 million from $175.0 million on July 2, 2021. Cash at quarter-end was $35.1 million. Total consolidated indebtedness to consolidated EBITDA1 (total leverage ratio) was 1.09x compared to 1.76x at the same time last year. Total backlog as of July 1, 2022, was $4.6 billion. Funded backlog was $1.3 billion. Guidance Lynch continued, “We are establishing second half 2022 guidance ranges for V2X, which includes the contribution from both Vectrus and The Vertex Company.” V2X guidance for the second half (2H) 2022 is as follows: $ millions, except for EBITDA margins and per share amounts V2X 2H 2022 Guidance Revenue $1,900 to $1,940 Adjusted EBITDA1 $140 to $150 Adjusted Diluted Earnings Per Share1 $1.94 to $2.19 Net Cash Provided by Operating Activities $130 to $150 Forward-looking statements are based upon current expectations and are subject to factors that could cause actual results to differ materially from those suggested here, including those factors set forth in the Safe Harbor Statement below. Second Quarter 2022 Conference Call Management will conduct a conference call with analysts and investors at 4:30 p.m. ET on Tuesday, August 9, 2022. U.S.-based participants may dial in to the conference call at 877-242-2259, while international participants may dial 416-981-9017. A live webcast of the conference call as well as an accompanying slide presentation will be available on the Vectrus Investor Relations website at https://app.webinar.net/P4Qe37VDnop. A replay of the conference call will be posted on the V2X website shortly after completion of the call and will be available for one year. A telephonic replay will also be available through August 23, 2022, at 844-512- 2921 (domestic) or 412-317-6671 (international) with passcode 22020062.


 
Exhibit 99.1 5 Footnotes: 1 See "Key Performance Indicators and Non-GAAP Financial Measures" for descriptions and reconciliations. About V2X V2X is a leading provider of critical mission solutions and support to defense clients globally, formed by the 2022 merger of Vectrus and The Vertex Company to build on more than 120 combined years of successful mission support. The Company delivers a comprehensive suite of integrated solutions across the operations and logistics, aerospace, training and technology markets to national security, defense, civilian and international clients. Our global team of approximately 14,000 employees brings innovation to every point in the mission lifecycle, from preparation, to operations, to sustainment, as it tackles the most complex challenges with agility, grit, and dedication. Safe Harbor Statement Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the "Act"): Certain material presented herein includes forward-looking statements intended to qualify for the safe harbor from liability established by the Act. These forward-looking statements include, but are not limited to, all the statements and items listed in the table in "2022 Guidance" above and other assumptions contained therein for purposes of such guidance, other statements about our 2021 performance outlook, five-year growth plan, revenue, DSO, contract opportunities, the potential impact of COVID-19, and any discussion of future operating or financial performance. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “could,” “potential,” “continue” or similar terminology. These statements are based on the beliefs and assumptions of the management of the Company based on information currently available to management. These forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside our management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Company's historical experience and our present expectations or projections. For a discussion of some of the risks and important factors that could cause actual results to differ from such forward-looking statements, see the risks and other factors detailed from time to time our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the U.S. Securities and Exchange Commission. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.


 
Exhibit 99.1 6 V2X, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, (In thousands, except per share data) 2022 2021 2022 2021 Revenue $ 498,066 $ 470,845 $ 954,537 $ 904,849 Cost of revenue 453,305 422,660 872,581 816,308 Selling, general, and administrative expenses 29,740 25,605 61,699 49,427 Operating income 15,021 22,580 20,257 39,114 Interest expense, net (1,963) (2,253) (3,643) (4,186) Income from operations before income taxes 13,058 20,327 16,614 34,928 Income tax expense 2,586 4,393 3,287 6,946 Net income $ 10,472 $ 15,934 $ 13,327 $ 27,982 Earnings per share Basic $ 0.89 $ 1.36 $ 1.13 $ 2.40 Diluted $ 0.88 $ 1.35 $ 1.12 $ 2.37 Weighted average common shares outstanding - basic 11,826 11,715 11,793 11,681 Weighted average common shares outstanding - diluted 11,954 11,828 11,917 11,823


 
Exhibit 99.1 7 V2X, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) July 1, December 31, (In thousands, except per share information) 2022 2021 Assets Current assets Cash and cash equivalents $ 31,760 $ 38,513 Restricted cash 3,311 — Receivables 374,980 348,605 Prepaid expenses 26,262 21,160 Other current assets 10,646 15,062 Total current assets 446,959 423,340 Property, plant, and equipment, net 23,530 23,758 Goodwill 321,734 321,734 Intangible assets, net 62,159 66,582 Right-of-use assets 39,705 43,651 Other non-current assets 11,760 10,394 Total non-current assets 458,888 466,119 Total Assets $ 905,847 $ 889,459 Liabilities and Shareholders' Equity Current liabilities Accounts payable $ 244,080 $ 212,533 Compensation and other employee benefits 82,534 80,284 Short-term debt 10,400 10,400 Other accrued liabilities 48,322 55,031 Total current liabilities 385,336 358,248 Long-term debt, net 78,884 94,246 Deferred tax liability 32,489 32,214 Operating lease liability 30,719 34,536 Other non-current liabilities 14,941 20,128 Total non-current liabilities 157,033 181,124 Total liabilities 542,369 539,372 Commitments and contingencies (Note 9) Shareholders' Equity Preferred stock; $0.01 par value; 10,000,000 shares authorized; No shares issued and outstanding — — Common stock; $0.01 par value; 100,000 shares authorized; 11,846 and 11,738 shares issued and outstanding as of July 1, 2022, and December 31, 2021, respectively 118 117 Additional paid in capital 91,464 88,116 Retained earnings 281,081 267,754 Accumulated other comprehensive loss (9,185) (5,900) Total shareholders' equity 363,478 350,087 Total Liabilities and Shareholders' Equity $ 905,847 $ 889,459


 
Exhibit 99.1 8 V2X, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended July 1, July 2, (In thousands) 2022 2021 Operating activities Net income $ 13,327 $ 27,982 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense 3,238 3,097 Amortization of intangible assets 4,423 4,891 (Gain) Loss on disposal of property, plant, and equipment (15) 60 Stock-based compensation 4,725 4,923 Amortization of debt issuance costs 388 463 Changes in assets and liabilities: Receivables (29,302) (38,882) Prepaid expenses (5,321) (4,660) Other assets 5,185 597 Accounts payable 32,470 18,784 Deferred taxes — 370 Compensation and other employee benefits 2,507 11,285 Other liabilities (11,989) (14,884) Net cash provided by operating activities 19,636 14,026 Investing activities Purchases of capital assets (3,492) (4,833) Proceeds from the disposition of assets 18 16 Business acquisition purchase price adjustment — 262 Contribution to joint venture (2,113) (1,846) Net cash used in investing activities (5,587) (6,401) Financing activities Repayments of long-term debt (5,200) (4,000) Proceeds from revolver 392,000 215,000 Repayments of revolver (402,000) (215,000) Proceeds from exercise of stock options 370 113 Payment of debt issuance costs (458) (17) Payments of employee withholding taxes on share-based compensation (1,696) (2,272) Net cash used in financing activities (16,984) (6,176) Exchange rate effect on cash (507) (373) Net change in cash, cash equivalents and restricted cash (3,442) 1,076 Cash, cash equivalents and restricted cash - beginning of year 38,513 68,727 Cash, cash equivalents and restricted cash - end of period $ 35,071 $ 69,803 Supplemental disclosure of cash flow information: Interest paid $ 3,409 $ 3,111 Income taxes paid $ 6,112 $ 5,747 Purchase of capital assets on account $ 13 $ 618


 
Exhibit 99.1 9 Key Performance Indicators and Non-GAAP Measures The primary financial performance measures we use to manage our business and monitor results of operations are revenue trends and operating income trends. Management believes that these financial performance measures are the primary drivers for our earnings and net cash from operating activities. Management evaluates its contracts and business performance by focusing on revenue, operating income, and operating margin. Operating income represents revenue less both cost of revenue and selling, general and administrative (SG&A) expenses. Cost of revenue consists of labor, subcontracting costs, materials, and an allocation of indirect costs, which includes service center transaction costs. SG&A expenses consist of indirect labor costs (including wages and salaries for executives and administrative personnel), bid and proposal expenses and other general and administrative expenses not allocated to cost of revenue. We define operating margin as operating income divided by revenue. We manage the nature and amount of costs at the program level, which forms the basis for estimating our total costs and profitability. This is consistent with our approach for managing our business, which begins with management's assessing the bidding opportunity for each contract and then managing contract profitability throughout the performance period. In addition to the key performance measures discussed above, we consider adjusted operating income, adjusted operating margin, adjusted net income, adjusted diluted earnings per share, EBITDA, adjusted EBITDA, EBITDA margin, adjusted EBITDA margin, and organic revenue to be useful to management and investors in evaluating our operating performance, and to provide a tool for evaluating our ongoing operations. This information can assist investors in assessing our financial performance and measures our ability to generate capital for deployment among competing strategic alternatives and initiatives. We provide this information to our investors in our earnings releases, presentations, and other disclosures. Adjusted operating income, adjusted operating margin, adjusted net income, adjusted diluted earnings per share, EBITDA, adjusted EBITDA, EBITDA margin, adjusted EBITDA margin, and organic revenue, however, are not measures of financial performance under GAAP and should not be considered a substitute for operating income, operating margin, net income, and diluted earnings per share as determined in accordance with GAAP. Definitions and reconciliations of these items are provided below. • Adjusted operating income is defined as operating income, adjusted to exclude items that may include, but are not limited to significant charges or credits, and unusual and infrequent non-operating items, such as M&A, integration and related costs, LOGCAP V pre-operational legal costs, and amortization of acquired intangible assets that impact current results but are not related to our ongoing operations. • Adjusted operating margin is defined as adjusted operating income divided by revenue.


 
Exhibit 99.1 10 • Adjusted net income is defined as net income, adjusted to exclude items that may include, but are not limited to, significant charges or credits, and unusual and infrequent non-operating items, such as M&A, integration and related costs, LOGCAP V pre-operational legal costs, and amortization of acquired intangible assets that impact current results but are not related to our ongoing operations. • Adjusted diluted earnings per share is defined as adjusted net income divided by the weighted average diluted common shares outstanding. • EBITDA is defined as operating income, adjusted to exclude depreciation and amortization. • Adjusted EBITDA is defined as EBITDA, adjusted to exclude items that may include, but are not limited to, significant charges or credits and unusual and infrequent non-operating items, such as M&A, integration and related costs, LOGCAP V pre-operational legal costs that impact current results but are not related to our ongoing operations. • EBITDA margin is defined as EBITDA divided by revenue. • Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue.


 
Exhibit 99.1 11 Adjusted Net Income, Adjusted Diluted Earnings Per Share (Non-GAAP Measures) ($K, except per share data) Three Months Ended July 01, 2022 As Reported M&A, Integration and Related Costs LOGCAP V Pre- Operational Legal Costs Amortization of Acquired Intangible Assets Three Months Ended July 01, 2022 - Adjusted Revenue $ 498,066 $ — $ — $ — $ 498,066 Growth 5.8 % 5.8 % Operating income $ 15,021 $ 5,879 $ — $ 2,122 $ 23,022 Operating margin 3.0 % 4.6 % Interest expense, net $ (1,963) $ — $ — $ — $ (1,963) Income from operations before income taxes $ 13,058 $ 5,879 $ — $ 2,122 $ 21,059 Income tax expense $ 2,586 $ 1,164 $ — $ 420 $ 4,170 Income tax rate 19.8 % 19.8 % Net income $ 10,472 $ 4,715 $ — $ 1,702 $ 16,889 Weighted average common shares outstanding, diluted 11,954 11,954 Diluted earnings per share $ 0.88 $ 0.39 $ — $ 0.14 $ 1.41 EBITDA (Non-GAAP Measures) ($K) Three Months Ended July 01, 2022 As Reported M&A, Integration and Related Costs LOGCAP V Pre- Operational Legal Costs Amortization of Acquired Intangible Assets Three Months Ended July 01, 2022 - Adjusted Operating Income $ 15,021 $ 5,879 $ — $ 2,122 $ 23,022 Add: Depreciation and amortization $ 3,769 $ — $ — $ (2,122) $ 1,647 EBITDA $ 18,790 $ 5,879 $ — $ — $ 24,669 EBITDA Margin 3.8 % 5.0 %


 
Exhibit 99.1 12 Adjusted Net Income, Adjusted Diluted Earnings Per Share (Non-GAAP Measures) ($K, except per share data) Three Months Ended July 02, 2021 As Reported M&A, Integration and Related Costs LOGCAP V Pre- Operational Legal Costs Amortization of Acquired Intangible Assets Three Months Ended July 02, 2021 - Adjusted Revenue $ 470,845 $ — $ — $ — $ 470,845 Operating income $ 22,580 $ — $ 21 $ 2,436 $ 25,037 Operating margin 4.8 % 5.3 % Interest expense, net $ (2,253) $ — $ — $ — $ (2,253) Income from operations before income taxes $ 20,327 $ — $ 21 $ 2,436 $ 22,784 Income tax expense $ 4,393 $ — $ 4 $ 463 $ 4,860 Income tax rate 21.6 % 21.3 % Net income $ 15,934 $ — $ 17 $ 1,973 $ 17,924 Weighted average common shares outstanding, diluted 11,828 11,828 Diluted earnings per share $ 1.35 $ — $ 0.00 $ 0.17 $ 1.52 EBITDA (Non-GAAP Measures) ($K) Three Months Ended July 02, 2021 As Reported M&A, Integration and Related Costs LOGCAP V Pre- Operational Legal Costs Amortization of Acquired Intangible Assets Three Months Ended July 02, 2021 - Adjusted Operating Income $ 22,580 $ — $ 21 $ 2,436 $ 25,037 Add: Depreciation and amortization $ 3,991 $ — $ — $ (2,436) $ 1,555 EBITDA $ 26,571 $ — $ 21 $ — $ 26,592 EBITDA Margin 5.6 % 5.6 %


 
Exhibit 99.1 13 Adjusted Net Income, Adjusted Diluted Earnings Per Share (Non-GAAP Measures) ($K, except per share data) Six Months Ended July 01, 2022 As Reported M&A, Integration and Related Costs LOGCAP V Pre- Operational Legal Costs Amortization of Acquired Intangible Assets Six Months Ended July 01, 2022 - Adjusted Revenue $ 954,537 $ — $ — $ — $ 954,537 Growth 5.5 % 5.5 % Operating income $ 20,257 $ 14,947 $ — $ 4,423 $ 39,627 Operating margin 2.1 % 4.2 % Interest expense, net $ (3,643) $ — $ — $ — $ (3,643) Income from operations before income taxes $ 16,614 $ 14,947 $ — $ 4,423 $ 35,984 Income tax expense $ 3,287 $ 2,957 $ — $ 875 $ 7,119 Income tax rate 19.8 % 19.8 % Net income $ 13,327 $ 11,990 $ — $ 3,548 $ 28,865 Weighted average common shares outstanding, diluted 11,917 11,917 Diluted earnings per share $ 1.12 $ 1.01 $ — $ 0.30 $ 2.42 EBITDA (Non-GAAP Measures) ($K) Six Months Ended July 01, 2022 As Reported M&A, Integration and Related Costs LOGCAP V Pre- Operational Legal Costs Amortization of Acquired Intangible Assets Six Months Ended July 01, 2022 - Adjusted Operating Income $ 20,257 $ 14,947 $ — $ 4,423 $ 39,627 Add: Depreciation and amortization $ 7,661 $ — $ — $ (4,423) $ 3,238 EBITDA $ 27,918 $ 14,947 $ — $ — $ 42,865 EBITDA Margin 2.9 % 4.5 %


 
Exhibit 99.1 14 Adjusted Net Income, Adjusted Diluted Earnings Per Share (Non-GAAP Measures) ($K, except per share data) Six Months Ended July 02, 2021 As Reported M&A, Integration and Related Costs LOGCAP V Pre- Operational Legal Costs Amortization of Acquired Intangible Assets Six Months Ended July 02, 2021 - Adjusted Revenue $ 904,849 $ — $ — $ — $ 904,849 Operating income $ 39,114 $ — $ 178 $ 4,891 $ 44,183 Operating margin 4.3 % 4.9 % Interest expense, net $ (4,186) $ — $ — $ — $ (4,186) Income from operations before income taxes $ 34,928 $ — $ 178 $ 4,891 $ 39,997 Income tax expense $ 6,946 $ — $ 34 $ 929 $ 7,909 Income tax rate 19.9 % 19.9 % Net income $ 27,982 $ — $ 144 $ 3,962 $ 32,088 Weighted average common shares outstanding, diluted 11,823 11,823 Diluted earnings per share $ 2.37 $ — $ 0.01 $ 0.33 $ 2.71 EBITDA (Non-GAAP Measures) ($K) Six Months Ended July 02, 2021 As Reported M&A, Integration and Related Costs LOGCAP V Pre- Operational Legal Costs Amortization of Acquired Intangible Assets Six Months Ended July 02, 2021 - Adjusted Operating Income $ 39,114 $ — $ 178 $ 4,891 $ 44,183 Add: Depreciation and amortization $ 7,988 $ — $ — $ (4,891) $ 3,097 EBITDA $ 47,102 $ — $ 178 $ — $ 47,280 EBITDA Margin 5.2 % 5.2 %


 
Exhibit 99.1 15 SUPPLEMENTAL INFORMATION Revenue by client branch, contract type, contract relationship, and geographic region for the periods presented below was as follows: Revenue by Client Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, (In thousands) 2022 % 2021 % 2022 % 2021 % Army $ 326,756 65 % $ 310,638 66 % $ 606,869 63 % $ 567,987 63 % Air Force 68,457 14 % 63,206 13 % 129,930 14 % 141,375 16 % Navy 64,885 13 % 56,399 12 % 140,102 15 % 112,827 12 % Other 37,968 8 % 40,602 9 % 77,636 8 % 82,660 9 % Total revenue $ 498,066 $ 470,845 $ 954,537 $ 904,849 Revenue by Contract Type Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, (In thousands) 2022 % 2021 % 2022 % 2021 % Cost-plus and cost- reimbursable $ 355,559 71 % $ 344,189 73 % $ 666,653 70 % $ 634,420 70 % Firm-fixed-price 128,348 26 % 111,416 24 % 256,352 27 % 240,173 27 % Time and material 14,159 3 % 15,240 3 % 31,532 3 % 30,256 3 % Total revenue $ 498,066 $ 470,845 $ 954,537 $ 904,849 Revenue by Contract Relationship Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, (In thousands) 2022 % 2021 % 2022 % 2021 % Prime contractor $ 468,453 94 % $ 440,040 93 % $ 895,546 94 % $ 843,303 93 % Subcontractor 29,613 6 % 30,805 7 % 58,991 6 % 61,546 7 % Total revenue $ 498,066 $ 470,845 $ 954,537 $ 904,849 Revenue by Geographic Region Three Months Ended Six Months Ended July 1, July 2, July 1, July 2, (In thousands) 2022 % 2021 % 2022 % 2021 % Middle East $ 250,222 50 % $ 258,488 55 % $ 485,313 51 % $ 498,500 55 % United States 158,719 32 % 146,549 31 % 325,454 34 % 296,362 33 % Europe 42,739 9 % 36,084 8 % 81,178 8 % 76,706 8 % Asia 46,386 9 % 29,724 6 % 62,592 7 % 33,281 4 % Total revenue $ 498,066 $ 470,845 $ 954,537 $ 904,849 Source: Vectrus, Inc.


 
Q2’22 Earnings Presentation \ \ 1 Second Quarter 2022 Results T R U S T E D W H E R E V E R T H E M I S S I O N L E A D S A u g u s t 9 , 2 0 2 2


 
Q2’22 Earnings Presentation \ \ 2 Disclaimers FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Section 27A of the Securities Act of 1933, as amended (the Securities Act), and the Private Securities Litigation Reform Act of 1995 and, as such, may involve risks and uncertainties. All statements included or incorporated by reference in this presentation, other than statements that are purely historical, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “could,” “potential,” “continue” or similar terminology. These statements are based on the beliefs and assumptions of the management of the Company based on information currently available to management. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Company's historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to: the continued impact of COVID-19 and any variant strains thereof on the global economy and any current or future government mandated COVID-19 precautions, including mandatory vaccination; our ability to submit proposals for and/or win all potential opportunities in our pipeline; our ability to retain and renew our existing contracts; our ability to compete with other companies in our market; security breaches and other disruptions to our information technology and operation; our mix of cost-plus, cost-reimbursable, and firm-fixed-price contracts; maintaining our reputation and relationship with the U.S. government; protests of new awards; economic, political and social conditions in the countries in which we conduct our businesses; changes in U.S. or international government defense budgets; government regulations and compliance therewith, including changes to the DoD procurement process; changes in technology; intellectual property matters; governmental investigations, reviews, audits and cost adjustments; contingencies related to actual or alleged environmental contamination, claims and concerns; delays in completion of the U.S. government's budget; our success in extending, deepening, and enhancing our technical capabilities; our success in expanding our geographic footprint or broadening our customer base; our ability to realize the full amounts reflected in our backlog; impairment of goodwill; misconduct of our employees, subcontractors, agents, prime contractors and business partners; our ability to control costs; our level of indebtedness; terms of our credit agreement; inflation and interest rate risk; subcontractor performance; economic and capital markets conditions; our ability to maintain safe work sites and equipment; our ability to retain and recruit qualified personnel; our ability to maintain good relationships with our workforce; our teaming relationships with other contractors; changes in our accounting estimates; the adequacy of our insurance coverage; volatility in our stock price; changes in our tax provisions or exposure to additional income tax liabilities; risks and uncertainties relating to the Merger; risks and uncertainties relating to the Spin-off; changes in GAAP; and other factors described in Item 1A, “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2021 and described in our other filings with the SEC. Use of Projections The financial projections, estimates and targets in this presentation are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond the Vectrus’ control. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financial projections, estimates and targets in this presentation should not be regarded as an indication that Vectrus or its representatives considered or consider the financial projections, estimates and targets to be a reliable prediction of future events. Use of Non-GAAP Financial Measures This presentation includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), including forward-looking measures, which may be different from non-GAAP financial measures used by other companies. These non- GAAP measures, and other measures that are calculated using these non-GAAP measures, are an addition, and not a substitute for or superior to measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to operating income, net income or any other performance measures derived in accordance with GAAP. We have provided additional information regarding these measures throughout in an Appendix to this presentation. Reconciliations of our forward-looking non-GAAP measures to the closest corresponding GAAP measures are not available without unreasonable efforts due to the uncertainties discussed above, which could have a potentially significant impact on our future results.


 
Q2’22 Earnings Presentation \ \ 3 Chuck Prow President and Chief Executive Officer Susan Lynch Senior Vice President and Chief Financial Officer Call Participants


 
Q2’22 Earnings Presentation \ \ 4 Introducing V2X A leader in Critical Mission Solutions 1 V2X Second Half 2022 Guidance V2X Leading Indicators Agenda Merger Integration Update Vectrus Second Quarter 2022 Financial Results 2 3 4 5


 
Q2’22 Earnings Presentation \ \ 5 Introducing V2X, a Leader in Critical Mission Solutions Greater Scale and Market Leadership in the Converged Environment Increased & Enhanced Diversification4 Client Diversification Geographic Diversification Contract Type Diversification Army 41% Navy 22% Air Force 19% Other 18% CONUS 58% OCONUS 42% Fixed Price / T&M 52% Cost Plus 48% 1 Pro forma contribution from Vectrus and Vertex. 2 Adjusted EBITDA is a non-GAAP financial measure. Please see Non-GAAP definitions included in the appendix of this presentation. 3 As of 7/1/22. 4 As of 12/31/21. ~$3.6B Revenue >14K Employees ~$12B Backlog3 ~$290M Adjusted EBITDA2 Pro forma 2022 Estimates1


 
Q2’22 Earnings Presentation \ \ 6 V2X’s Unique & Comprehensive Capabilities Capabilities: O pe ra tio ns & Lo gi st ic s Supply Chain Management    Base Operations   Security    Sustainment    Ae ro sp ac e Defense Maintenance Services   Integration & Sustainment   MRO    Tr ai ni ng Defense Training    Life Cycle Support   Te ch no lo gy Sensor & Platforms   Mission Support    Engineering & Digital Integration   Modernization    1975 Founded by Beech Aerospace Services 1945 Founded as ITT Federal


 
Q2’22 Earnings Presentation \ \ 7 $130M Air Force Global Strike Command $165M C-12 NavyAIMD $850M Naval Test Wing Atlantic $250M 7 years, Fixed-Price, New Vertex AwardsVectrus Awards V2X Notable Contract Wins in 2022 7 years, Fixed-Price, Recompete 5 years, Various, New 7 years, Fixed-Price, Recompete $54M KC-130J 5 years, Fixed-Price, Recompete $60M Spectrum Management 5 years, Cost-Plus, Recompete $30M Europe Contingency <1 year, Fixed-Price, New $27M Classified Programs 5-years, Cost-Plus, Recompete $8M Smart Warehouse 1-year, Fixed Price, New $5M Electromagnetic 5 years, Fixed-Price, Recompete IDIQ STARS III 7 years, Various, New IDIQ WOLF RAPID MAC 5 years, Cost-Plus, New


 
Q2’22 Earnings Presentation \ \ 8 V2X Leading Growth Indicators Trailing 12-month awards of ~$6 billion Expansion of current contract base remains strong during continuing resolution — Over $500 million of Q2’22 awards tied to expansion from current Vectrus programs — >$300 million of potential future awards related to INDOPACOM growth (Kwajalein) ~$12 billion backlog as of Q2’22 ~$14 billion in near-term new business opportunities — Includes opportunities that are submitted and expected to be submitted within 12 months — Proposal activity continues to be robust; expect continued new business awards in the second half of the year Revenue synergy and increased addressable market opportunities based on combined qualifications and scale


 
Q2’22 Earnings Presentation \ \ 9 V2X Additional Growth Catalysts Facilities, Full Life Cycle Logistics, Engineering, Training, Testing, IT, and Range Support Special Operations Command (SOCOM): Full Lifecycle Logistics, Aviation Maintenance & Modification, Training, Facilities & Warehousing, Rapid Response Support, Platform Integration, Communications Systems & IT >$500M >$700M Estimated Annual Value Facilities Maintenance & Infrastructure Support, IT & Communications, Air Operations, Austere Environment Support, Laboratory Operations, Aircraft Maintenance, Logistics • Supply Chain Management • Base Operations • Security • Sustainment • Defense Maintenance Services • Integration & Sustainment • MRO • Defense Training • Life Cycle Support • Sensor & Platforms • Mission Support • Engineering & Digital Integration • Modernization Estimated Annual Value Operations & Logistics Aerospace Training Technology Applicable Services Powered by Combination NASA: National Science Foundation: >$200M Estimated Annual Value


 
Q2’22 Earnings Presentation \ \ 10 ($M, except per share data) 2H 2022 Guidance Revenue $1,900 - $1,940 Adjusted EBITDA2 $140 - $150 Adjusted Diluted Earnings Per Share2 $1.94 - $2.19 Net Cash Provided by Operating Activities Excluding M&A Costs2,3 $130 - $150 2022 guidance assumptions include: • Capital expenditures ~$16M • Depreciation and amortization ~ $32 million — Amortization of acquired intangible assets ~$23 million • Interest expense ~ $52 million • Tax rate of ~ 22.1% • Diluted EPS assumes 31.9 million weighted average diluted shares outstanding on December 31, 2022 1 V2X second half 2022 guidance represents contribution from both Vectrus and Vertex. 2 Due to the merger activities with Vertex, the company is not providing GAAP guidance or a reconciliation of forward-looking measures including adjusted diluted EPS to GAAP diluted EPS or adjusted EBITDA margin to GAAP net income due to the difficulty in quantifying certain amounts that are necessary for such reconciliation. 3 ~$40M of M&A related expenses paid on 7/5/2022. ~$10M of M&A expenses expected to be paid through the remainder of 2022. V2X Second Half 2022 Guidance1


 
Q2’22 Earnings Presentation \ \ 11 V2X Cash Flow Strength and Delevering Profile Strong cash flow generation Net debt at July 5th of $1.3 billion Low capex business model ~$12 billion of pro forma backlog2 expected to provide over three years of revenue coverage Net Leverage1 4.0x ~3.0x ~2.0-3.0x Pro Forma at Close Pro Forma 2023 YE Target Long-Term Target 1 Calculated utilizing bank EBITDA. 2 As of 7/1/22.


 
Q2’22 Earnings Presentation \ \ 12 Vectrus Q2’22 Financial Results T R U S T E D W H E R E V E R T H E M I S S I O N L E A D S


 
Q2’22 Earnings Presentation \ \ 13 • Growth in INDOPACOM continues (9% of rev) with expanding footprint in the region • Supporting contingency efforts for European Deterrence Initiative • Successful transition of the US Army’s EAGLE Contract at Ft. Benning 1 Second quarter 2022 results are based on Vectrus’ stand-alone financial metrics for the period ended July 1, 2022, and do not include contribution from The Vertex Company. 2 See appendix for reconciliation of non-GAAP measures. • Revenue of $498M (+6% y/y, +9% seq) — LOGCAP V momentum and world affairs driving solid revenue performance • Q2 Operating Results: — Operating income of $15.0 million includes ~$5.9 million of merger and integration related expenses — Adjusted EBITDA2 of $24.7 million and margin of 5.0% — EPS of $0.88 and Adjusted diluted EPS2 of $1.41 • Strong QTD Operating Cash Flow of $46 million — YTD Operating Cash Flow of $19.6 million (includes merger related expenses and CARES Act repayments of $13.8 million) • Solid Q2’22 awards >$600 million Vectrus Standalone Q2’221 Highlights


 
Q2’22 Earnings Presentation \ \ 14 Our position in the Pacific continues to expand in support of mission requirements  Vectrus recently assumed responsibility for the Logistics Civil Augmentation Facility in Subic Bay, expected for the next eight years. DoD Budget (GFY’23) allocates $6.1 Billion for the Pacific Deterrence Initiative…  And prioritizes China as the preeminent pacing challenge; Supports the requirements of the U.S. Indo-Pacific Command to maintain the comparative military advantage. V2X positioned to support large scale exercise in 2023  The DoD has slated the Talisman Saber exercise in 2023, a joint multilateral exercise with Australia, and 12 other allies and partners. The exercise is expected to drive additional growth in the region in 2023. INDOPACOM EUCOM The company’s historical presence and differentiated capabilities are supporting current operations and expected growth in readiness and training  Vectrus has provided mission critical support in Europe for more than 40 years.  The company’s training, facilities, IT, & engineering solutions are supporting enhanced readiness for clients.  Our footprint and capabilities have led to an “urgent-and-compelling” $30 million award to provide support services in Europe. DoD Budget (GFY’23) allocates $4.2 Billion for the European Deterrence Initiative  Objectives include: 1) Increased Military Presence in Europe; 2) Additional Exercises and Training; 3) Enhanced Prepositioning of U.S. Equipment in Europe; 4) Improved Infrastructure for Greater Readiness; and 5) Building Partner Capacity. ~$91M Trailing Twelve Month Revenue ~$147M Trailing Twelve Month Revenue 18 locations 31 locations Vectrus Expanding in the Pacific & Europe


 
Q2’22 Earnings Presentation \ \ 15 1 See appendix for reconciliation of non-GAAP measures. Revenue ($M) Operating Income & Adj. EBITDA1 Diluted EPS Adj. Diluted EPS1 $470.8 $498.1 Q2'21 Q2'22 $22.6 $26.6 $15.0 $24.7 $1.35 $0.88 Q2'21 Q2'22 $1.52 $1.41 Q2'21 Q2'22 Vectrus Q2’22 Financial Results Q2’21 Q2’22


 
Q2’22 Earnings Presentation \ \ 16 YTD Operating Cash Flow ($M) $14.0 $19.6 Q2'21 Q2'22 Net Debt ($M) $105.2 $58.4 Q2'21 Q2'22  Strong Q2’22 operating cash flow generation of $46.0 million  YTD Net Cash Provided by Operations of $19.6 million: • Includes Merger related payments of ~$6 million & CARES Act Repayments of ~$8 million  Clear path to deleveraging new V2X debt structure Vectrus Cash Flow and Liquidity


 
Q2’22 Earnings Presentation \ \ 17 Merger Update T R U S T E D W H E R E V E R T H E M I S S I O N L E A D S


 
Q2’22 Earnings Presentation \ \ 18 Joint governance structure Established cadence with joint accountability focused on results and synergy achievement Business summits conducted to harmonize processes and accelerate synergy realization Integration and synergy tracking managed by central project management office Culture Match Delivers Unified Integration V2X Integration Dashboard Integration Governance & Framework


 
Q2’22 Earnings Presentation \ \ 19 Seamless Start to Operating as “One V2X” March 7, 2022 Transaction announced July 5, 2022 Merger closed (ahead of schedule) August 1, 2022 Integration workstreams fully operational January 2023 V2X Commercial Rebranding • Former Vertex and Vectrus operating units focus on delivering 2022 commitments • Execute integration plans and achieving 2022 synergies Through – December 2022 January 2024 Full cost synergy run-rate achieved • Operate as integrated enterprise • Integration workstreams executed/completed January 2023 – December 2023 Integration Timeline and Goals We are here


 
Q2’22 Earnings Presentation \ \ 20 Key Takeaways… Investing with V2X Differentiated capabilities and robust portfolio of solutions providing full life- cycle support to the most critical & enduring missions Geographic, client, and contract diversity with no task order >11% of revenue and less than 50% cost type contracts Significant anticipated revenue visibility with >40% of revenue on contract through at least 2025 Strong market drivers and client funding Large pipeline of current opportunities and potential for significant incremental revenue growth through increased addressable market Robust cash flow and low capex business model Increased Diversification1 Client Diversification Geographic Diversification Contract Type Diversification Army 41% Navy 22% Air Force 19% Other 18% CONUS 58% OCONUS 42% Fixed Price / T&M 52% Cost Plus 48% 1 As of 12/31/21


 
Q2’22 Earnings Presentation \ \ 21 Appendix T R U S T E D W H E R E V E R T H E M I S S I O N L E A D S


 
Q2’22 Earnings Presentation \ \ 22 Reconciliation Of Non-GAAP Measures/Non-GAAP Definitions This presentation includes certain non-GAAP financial measures, including EBITDA and Pro forma Adjusted EBITDA. These financial measures are not prepared in accordance with accounting principles generally accepted in the United States and may be different from non-GAAP financial measures used by other companies. Vectrus and Vertex believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP measures with comparable names should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP.  Adjusted EBITDA related to Vectrus refers to earnings before interest, taxes, depreciation and amortization, as adjusted for one- time non-recurring items (as applicable).  Adjusted EBITDA related to Vertex refers to earnings before interest, taxes, depreciation and amortization, as adjusted for one-time non-recurring items (as applicable). 2022 adjusted EBITDA includes $10 million in a discount received by Vertex from Raytheon under the transition services agreement governing Raytheon’s continued provision of services to the TTS Business. Adjusted EBITDA also includes synergy assumption from Vertex’s previously closed acquisition of the TTS Business. The synergies include $18 million of expected annual cost savings, partially phased in 2022 and 2023 and reaching full run-rate in 2024. Adjusted EBITDA does not include one-time integration costs or costs to achieve expected synergies.  Adjusted EBITDA related to the combined entity of Vectrus and Vertex refers to earnings before interest, taxes, depreciation and amortization, as adjusted for one-time non-recurring items (as applicable). 2022 adjusted EBITDA includes $10 million in a discount received by Vertex from Raytheon under the transition services agreement governing Raytheon’s continued provision of services to the TTS Business. Adjusted EBITDA also includes synergy assumption from Vertex’s previously closed acquisition of the TTS Business.


 
Q2’22 Earnings Presentation \ \ 23 Reconciliation Of Non-GAAP Measures Adjusted Net Income, Adjusted Diluted Earnings Per Share (Non-GAAP Measures) ($K, except per share data) Three Months Ended July 1, 2022 M&A, Integration, and Related Costs LOGCAP V Pre-Operational Legal Costs Amortization of Acquired Intangible Assets Three Months Ended July 1, 2022 Adjusted Revenue 498,066$ —$ —$ —$ 498,066$ Growth 5.8 % 5.8 % Operating income 15,021$ 5,879$ —$ 2,122$ 23,022$ Operating margin 3.0 % 4.6 % Interest expense, net (1,963)$ —$ —$ —$ (1,963)$ Income from operations before income taxes 13,058$ 5,879$ —$ 2,122$ 21,059$ Income tax expense 2,586$ 1,164$ —$ 420$ 4,170$ Income tax rate 19.8 % 19.8 % Net income 10,472$ 4,715$ —$ 1,702$ 16,889$ Weighted average common shares outstanding, diluted 11,954 11,954 Diluted earnings per share 0.88$ 0.39$ —$ 0.14$ 1.41$ EBITDA (Non-GAAP Measures) ($K) Three Months Ended July 1, 2022 M&A, Integration, and Related Costs LOGCAP V Pre-Operational Legal Costs Amortization of Acquired Intangible Assets Three Months Ended July 1, 2022 Adjusted Operating Income 15,021$ 5,879$ —$ 2,122$ 23,022$ Add: Depreciation and Amortization 3,769$ —$ —$ (2,122)$ 1,647$ EBITDA 18,790$ 5,879$ —$ —$ 24,669$ EBITDA Margin 3.8 % 5.0 %


 
Q2’22 Earnings Presentation \ \ 24 Reconciliation Of Non-GAAP Measures Adjusted Net Income, Adjusted Diluted Earnings Per Share (Non-GAAP Measures) ($K, except per share data) Three Months Ended July 2, 2021 M&A, Integration, and Related Costs LOGCAP V Pre-Operational Legal Costs Amortization of Acquired Intangible Assets Three Months Ended July 2, 2021 Adjusted Revenue 470,845$ —$ —$ —$ 470,845$ Operating income 22,580$ —$ 21$ 2,436$ 25,037$ Operating margin 4.8 % 5.3 % Interest expense, net (2,253)$ —$ —$ —$ (2,253)$ Income from operations before income taxes 20,327$ —$ 21$ 2,436$ 22,784$ Income tax expense (benefit) 4,393$ —$ 4$ 463$ 4,860$ Income tax rate 21.6 % 21.3 % Net income 15,934$ —$ 17$ 1,973$ 17,924$ Weighted average common shares outstanding, diluted 11,828 11,828 Diluted earnings per share 1.35$ —$ 0.00$ 0.17$ 1.52$ EBITDA (Non-GAAP Measures) ($K) Three Months Ended July 2, 2021 M&A, Integration, and Related Costs LOGCAP V Pre-Operational Legal Costs Amortization of Acquired Intangible Assets Three Months Ended July 2, 2021 Adjusted Operating Income 22,580$ —$ 21$ 2,436$ 25,037$ Add: Depreciation and Amortization 3,991$ —$ —$ (2,436)$ 1,555$ EBITDA 26,571$ —$ 21$ —$ 26,592$ EBITDA Margin 5.6 % 5.6 %


 
Q2’22 Earnings Presentation \ \ 25 Reconciliation Of Non-GAAP Measures Adjusted Net Income, Adjusted Diluted Earnings Per Share (Non-GAAP Measures) ($K, except per share data) Six Months Ended July 1, 2022 M&A, Integration, and Related Costs LOGCAP V Pre-Operational Legal Costs Amortization of Acquired Intangible Assets Six Months Ended July 1, 2022 Adjusted Revenue 954,537$ —$ —$ —$ 954,537$ Growth 5.5 % 5.5 % Operating income 20,257$ 14,947$ —$ 4,423$ 39,627$ Operating margin 2.1 % 4.2 % Interest expense, net (3,643)$ —$ —$ —$ (3,643)$ Income from operations before income taxes 16,614$ 14,947$ —$ 4,423$ 35,984$ Income tax expense 3,287$ 2,957$ —$ 875$ 7,119$ Income tax rate 19.8 % 19.8 % Net income 13,327$ 11,990$ —$ 3,548$ 28,865$ Weighted average common shares outstanding, diluted 11,917 11,917 Diluted earnings per share 1.12$ 1.01$ —$ 0.30$ 2.42$ EBITDA (Non-GAAP Measures) ($K) Six Months Ended July 1, 2022 M&A, Integration, and Related Costs LOGCAP V Pre-Operational Legal Costs Amortization of Acquired Intangible Assets Six Months Ended July 1, 2022 Adjusted Operating Income 20,257$ 14,947$ —$ 4,423$ 39,627$ Add: Depreciation and Amortization 7,661$ —$ —$ (4,423)$ 3,238$ EBITDA 27,918$ 14,947$ —$ —$ 42,865$ EBITDA Margin 2.9 % 4.5 %


 
Q2’22 Earnings Presentation \ \ 26 Reconciliation Of Non-GAAP Measures Adjusted Net Income, Adjusted Diluted Earnings Per Share (Non-GAAP Measures) ($K, except per share data) Six Months Ended July 2, 2021 M&A, Integration, and Related Costs LOGCAP V Pre-Operational Legal Costs Amortization of Acquired Intangible Assets Six Months Ended July 2, 2021 Adjusted Revenue 904,849$ —$ —$ —$ 904,849$ Operating income 39,114$ —$ 178$ 4,891$ 44,183$ Operating margin 4.3 % 4.9 % Interest expense, net (4,186)$ —$ —$ —$ (4,186)$ Income from operations before income taxes 34,928$ —$ 178$ 4,891$ 39,997$ Income tax expense 6,946$ —$ 34$ 929$ 7,909$ Income tax rate 19.9 % 19.9 % Net income 27,982$ —$ 144$ 3,962$ 32,088$ Weighted average common shares outstanding, diluted 11,823 11,823 Diluted earnings per share 2.37$ —$ 0.01$ 0.33$ 2.71$ EBITDA (Non-GAAP Measures) ($K) Six Months Ended July 2, 2021 M&A, Integration, and Related Costs LOGCAP V Pre-Operational Legal Costs Amortization of Acquired Intangible Assets Six Months Ended July 2, 2021 Adjusted Operating Income 39,114$ —$ 178$ 4,891$ 44,183$ Add: Depreciation and Amortization 7,988$ —$ —$ (4,891)$ 3,097$ EBITDA 47,102$ —$ 178$ —$ 47,280$ EBITDA Margin 5.2 % 5.2 %


 
Q2’22 Earnings Presentation \ \ 27 TRUSTED WHEREVER THE M ISS ION LEADS