V2X, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS V2X, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended March 28, March 29, (In thousands, except per share data) 2025 2024 Revenue $ 1,015,923 $ 1,010,564 Cost of revenue 937,820 940,290 Selling, general, and administrative expenses 43,805 39,943 Operating income 34,298 30,331 Loss on extinguishment of debt ( 2,214 ) — Interest expense, net ( 19,719 ) ( 27,574 ) Other expense, net ( 2,295 ) ( 1,633 ) Income from operations before income taxes 10,070 1,124 Income tax expense (benefit) 1,963 ( 20 ) Net income $ 8,107 $ 1,144 Earnings per share Basic $ 0.26 $ 0.04 Diluted $ 0.25 $ 0.04 Weighted average common shares outstanding - basic 31,590 31,351 Weighted average common shares outstanding - diluted 32,021 31,794 The accompanying notes are an integral part of these financial statements. 4 Table of Contents V2X, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended March 28, March 29, (In thousands) 2025 2024 Net income $ 8,107 $ 1,144 Other comprehensive income, net of tax Changes in derivative instruments: Change in fair value of interest rate swaps ( 3,509 ) 4,921 Tax benefit 815 1,018 Net change in derivative instruments ( 2,694 ) 5,939 Foreign currency translation adjustments, net of tax expense of $( 1,324 ) and $( 588 ) 4,376 ( 3,431 ) Other comprehensive income, net of tax 1,682 2,508 Total comprehensive income $ 9,789 $ 3,652 The accompanying notes are an integral part of these financial statements. 5 Table of Contents V2X, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 28, December 31, (In thousands, except per share data) 2025 2024 Assets Current assets Cash, cash equivalents and restricted cash $ 169,062 $ 268,321 Receivables 705,384 710,068 Prepaid expenses and other current assets 128,132 121,831 Total current assets 1,002,578 1,100,220 Property, plant, and equipment, net 60,369 62,001 Goodwill 1,656,926 1,656,926 Intangible assets, net 300,527 323,068 Right-of-use assets 36,841 37,774 Other non-current assets 46,239 48,854 Total non-current assets 2,100,902 2,128,623 Total Assets $ 3,103,480 $ 3,228,843 Liabilities and Shareholders' Equity Current liabilities Accounts payable $ 440,596 $ 547,568 Compensation and other employee benefits 124,467 166,918 Short-term debt 19,935 20,003 Other accrued liabilities 282,094 261,735 Total current liabilities 867,092 996,224 Long-term debt, net 1,089,792 1,087,484 Deferred tax liabilities 18,441 20,983 Operating lease liabilities 32,350 33,811 Other non-current liabilities 59,988 64,189 Total non-current liabilities 1,200,571 1,206,467 Total liabilities 2,067,663 2,202,691 Commitments and contingencies (Note 7) Shareholders' Equity Preferred stock; $ 0.01 par value; 10,000,000 shares authorized; No shares issued and outstanding — — Common stock; $ 0.01 par value; 100,000,000 shares authorized; 31,684,495 and 31,560,490 shares issued and outstanding as of March 28, 2025 and December 31, 2024, respectively 317 316 Additional paid in capital 769,594 769,719 Retained earnings 273,642 265,535 Accumulated other comprehensive loss ( 7,736 ) ( 9,418 ) Total shareholders' equity 1,035,817 1,026,152 Total Liabilities and Shareholders' Equity $ 3,103,480 $ 3,228,843 The accompanying notes are an integral part of these financial statements. 6 Table of Contents V2X, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 28, March 29, (In thousands) 2025 2024 Operating activities Net income $ 8,107 $ 1,144 Adjustments to reconcile net income to net cash used in operating activities: Depreciation expense 4,250 6,243 Amortization of intangible assets 22,562 22,539 Amortization of cloud computing arrangements 1,226 71 Loss on disposal of property, plant, and equipment 253 8 Stock-based compensation 2,452 5,149 Deferred taxes ( 3,074 ) ( 262 ) Amortization of debt issuance costs 1,488 2,160 Loss on extinguishment of debt 2,214 — Changes in assets and liabilities: Receivables 6,502 ( 55,363 ) Other assets ( 6,411 ) ( 23,593 ) Accounts payable ( 107,694 ) ( 33,715 ) Compensation and other employee benefits ( 42,610 ) ( 18,607 ) Other liabilities 15,271 37,000 Net cash used in operating activities ( 95,464 ) ( 57,226 ) Investing activities Purchases of capital assets ( 2,699 ) ( 7,775 ) Proceeds from the disposition of assets 90 5 Acquisitions of businesses — ( 16,939 ) Net cash used in investing activities ( 2,609 ) ( 24,709 ) Financing activities Repayments of long-term debt — ( 3,840 ) Proceeds from revolver 141,000 375,250 Repayments of revolver ( 141,000 ) ( 319,250 ) Proceeds from stock awards and stock options 77 3 Payment of debt issuance costs ( 1,223 ) — Payments of employee withholding taxes on stock-based compensation ( 2,653 ) ( 5,702 ) Net cash (used in) provided by financing activities ( 3,799 ) 46,461 Exchange rate effect on cash 2,613 ( 1,519 ) Net change in cash, cash equivalents and restricted cash ( 99,259 ) ( 36,993 ) Cash, cash equivalents and restricted cash - beginning of period 268,321 72,651 Cash, cash equivalents and restricted cash - end of period $ 169,062 $ 35,658 Supplemental disclosure of cash flow information: Interest paid $ 12,945 $ 27,125 Income taxes paid $ 320 $ 1,014 Purchase of capital assets on account $ 48 $ 410 The accompanying notes are an integral part of these financial statements. 7 Table of Contents V2X, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES TO SHAREHOLDERS' EQUITY (UNAUDITED) Common Stock Issued Additional Paid-in Capital Accumulated Other Comprehensive Loss Total Shareholders' Equity (In thousands) Shares Amount Retained Earnings Balance at December 31, 2023 31,192 $ 312 $ 762,324 $ 230,851 $ ( 2,687 ) $ 990,800 Net income — — — 1,144 — 1,144 Foreign currency translation adjustments — — — — ( 3,431 ) ( 3,431 ) Unrealized gain on cash flow hedge — — — — 5,939 5,939 Employee stock awards and stock options 261 3 — — — 3 Taxes withheld on stock compensation awards — — ( 5,702 ) — — ( 5,702 ) Stock-based compensation — — 4,983 — — 4,983 Balance at March 29, 2024 31,453 $ 315 $ 761,605 $ 231,995 $ ( 179 ) $ 993,736 Common Stock Issued Additional Paid-in Capital Accumulated Other Comprehensive Loss Total Shareholders' Equity (In thousands) Shares Amount Retained Earnings Balance at December 31, 2024 31,560 $ 316 $ 769,719 $ 265,535 $ ( 9,418 ) $ 1,026,152 Net income — — — 8,107 — 8,107 Foreign currency translation adjustments — — — — 4,376 4,376 Unrealized loss on cash flow hedge — — — — ( 2,694 ) ( 2,694 ) Employee stock awards and stock options 124 1 76 — — 77 Taxes withheld on stock compensation awards — — ( 2,653 ) — — ( 2,653 ) Stock-based compensation — — 2,452 — — 2,452 Balance at March 28, 2025 31,684 $ 317 $ 769,594 $ 273,642 $ ( 7,736 ) $ 1,035,817 The accompanying notes are an integral part of these financial statements. 8 Table of Contents NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business V2X, Inc., an Indiana Corporation formed in February 2014, is a leading provider of critical mission solutions primarily to defense customers globally. The Company operates as one segment and offers a broad suite of capabilities including multi-domain high impact readiness, integrated supply chain management, mission solutions, and platform renewal and modernization to national security, defense, civilian and international customers. Unless the context otherwise requires or unless stated otherwise, references in these notes to "V2X," "we," "us," "our," "the Company" and "our Company" refer to V2X, Inc. and all of its consolidated subsidiaries, taken together as a whole. Equity Investments In 2011, the Company entered into a joint venture agreement with Shaw Environmental & Infrastructure, Inc., which is now APTIM Federal Services LLC. Pursuant to the joint venture agreement, High Desert Support Services, LLC (HDSS) was established to pursue and perform work on the Ft. Irwin Installation Support Services Contract, which was awarded to HDSS in October 2012. In 2018, the Company entered into a joint venture agreement with J&J Maintenance. Pursuant to the joint venture agreement, J&J Facilities Support, LLC (J&J) was established to pursue and perform work on various U.S. government contracts. In 2020, the Company entered into a joint venture agreement with Kuwait Resources House for Human Resources Management and Services Company . Pursuant to the joint venture agreement, ServCore Resources and Services Solutions, LLC (ServCore) was established to operate and manage labor and life support services outside of the continental United States at designated locations serviced by V2X and others around the world. In February 2022, the Company and Permagreen Grønland formed Inuksuk A/S (Inuksuk), a corporation in Greenland to bid for certain contracts in Greenland. The Company accounts for its investments in HDSS, J&J, ServCore, and Inuksuk under the equity method and has the ability to exercise significant influence over, but does not hold a controlling interest in, these entities. The Company's proportionate 25 %, 50 %, 40 %, and 49 % shares, respectively, of income or losses from HDSS, J&J, ServCore, and Inuksuk are recorded in selling, general and administrative expenses in the Condensed Consolidated Statements of Income. These investments are recorded in other non-current assets in the Condensed Consolidated Balance Sheets. When cash distributions are received by the Company from its equity method investments, the cash distribution is compared to cumulative earnings and cumulative cash distributions. Cash distributions received are recorded as a return on investment in operating cash flows within the Condensed Consolidated Statements of Cash Flows to the extent cumulative cash distributions are less than cumulative earnings. Any cash distributions in excess of cumulative earnings are recorded as a return of investment in investing cash flows within the Condensed Consolidated Statements of Cash Flows. As of March 28, 2025 and December 31, 2024, the Company's combined investment balance was $ 7.4 million and $ 8.6 million, respectively. The Company's proportionate share of income from equity method investments was $ 0.8 million and $ 2.6 million for the three months ended March 28, 2025 and March 29, 2024 , respectively. Basis of Presentation The Company's quarterly financial periods end on the Friday closest to the last day of the calendar quarter (March 28, 2025 for the first quarter of 2025 and March 29, 2024 for the first quarter of 2024), except for the last quarter of the fiscal year, which ends on December 31. For ease of presentation, the quarterly financial statements included herein are described as three months ended. The unaudited interim Condensed Consolidated Financial Statements of V2X have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the U.S. (GAAP) have been omitted. These unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position and operating results. Revenue and net income for any interim period are not necessarily indicative of future or annual results. Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no material impact on the results of operations, financial position, or changes in shareholders’ equity. Restricted Cash As of March 28, 2025, the Company had total cash, cash equivalents, and restricted cash of $ 169.1 million which included $ 3.0 million of restricted cash. The Company's restricted cash was $ 3.1 million as of December 31, 2024. 9 Table of Contents Cloud Computing Arrangements (CCA) The Company capitalizes implementation costs associated with its CCA consistent with costs capitalized for internal-use software. Capitalized CCA implementation costs are included in prepaid expenses and other current assets and other non-current assets on the Company's Condensed Consolidated Balance Sheets. The CCA implementation costs are amortized over the term of the related hosting agreement, including renewal periods that are reasonably certain to be exercised. Amortization expense of CCA implementation costs is included in cost of revenue on the Company's Condensed Consolidated Statements of Income. The CCA implementation costs are included within operating activities on the Company's Condensed Consolidated Statements of Cash Flows. As of March 28, 2025 and December 31, 2024, the Company had total capitalized CCA implementation costs, net of accumulated amortization, of $ 28.0 million and $ 29.2 million, respectively, included in prepaid expenses and other current assets and other non-current assets on the Company's Condensed Consolidated Balance Sheet. Prepaid Expenses and Other Current Assets The components of prepaid expenses and other current assets are as follows: As of March 28, December 31, (In thousands) 2025 2024 Inventory, net $ 49,889 $ 50,894 Prepaid expenses 44,619 43,338 Prepaid taxes 9,004 8,236 Other 24,620 19,363 Total $ 128,132 $ 121,831 NOTE 2 RECENT AC COUNTING STANDARDS UPDATE In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09 Income Taxes (Topic 740) to improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU No. 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company will adopt this ASU prospectively for the period ending December 31, 2025. The Company expects this ASU to impact only its disclosures with no impacts to its results of operations, cash flows and financial condition. In November 2024, the FASB issued ASU No. 2024-03 Expense Disaggregation Disclosures (Subtopic 220-40), as amended by ASU No. 2025-01 Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, to require PBEs to disclose disaggregated information about expenses to help investors better understand an entity's performance, better assess the entity's prospects for future cash flows, and compare an entity's performance over time and with that of other entities. The amendments in this ASU are effective for PBEs for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements. NOTE 3 REVENUE Remaining Performance Obligations Remaining performance obligations represent firm orders by the customer and exclude potential orders under indefinite delivery and indefinite quantity (IDIQ) contracts, unexercised contract options and contracts awarded to us that are being protested by competitors with the U.S. Government Accountability Office (GAO) or in the U.S. Court of Federal Claims (COFC). The level of order activity related to programs can be affected by the timing of government funding authorizations and their project evaluation cycles. Year-over-year comparisons could, at times, be impacted by these factors, among others. 10 Table of Contents The Company's contracts are multi-year contracts and typically include an initial period of one year or less with annual one year (or less) option periods. The number of option periods varies by contract, and there is no guarantee that an option period will be exercised. The right to exercise an option period is at the sole discretion of the U.S. government when the Company is the prime contractor or of the prime contractor when the Company is a subcontractor. The Company expects to recognize a substantial portion of its performance obligations as revenue within the next 12 months. However, the U.S. government or the prime contractor may cancel any contract at any time through a termination for convenience or for cause. Substantially all the Company's contracts have terms that would permit recovery of all or a portion of the Company's incurred costs and fees for work performed in the event of a termination for convenience. Remaining performance obligations are presented in the following table: As of March 28, December 31, (In millions) 2025 2024 Performance Obligations $ 3,348 $ 3,483 As of March 28, 2025, the Company expects to recognize approximately 71 % of the remaining performance obligations as revenue in 2025 and the majority of the remainder of the balance as revenue in 2026 and 2027. Contract Estimates The impact of adjustments in contract estimates on the Company's operating income can be reflected in either revenue or cost of revenue. Cumulative adjustments for the three months ended March 28, 2025 and March 29, 2024 increased operating income by $ 4.2 million and $ 0.5 million, respectively. For the three months ended March 28, 2025 and March 29, 2024, the net adjustments to operating income increased revenue by $ 14.8 million and $ 3.4 million, respectively. Revenue by Category Generally, the sales price elements for the Company's contracts are cost-plus, cost-reimbursable, firm-fixed-price and time-and-materials, all of which are commonly identified with a single contract. On a cost-plus contract, the Company is paid allowable incurred costs plus a profit, which can be fixed or variable depending on the contract’s fee arrangement, up to funding levels predetermined by the Company's customers. On cost-plus contracts, the Company does not bear the risks of unexpected cost overruns, provided that incurred costs do not exceed the predetermined funded amounts. Most of the Company's cost-plus contracts also contain a firm-fixed-price element. Cost-plus contracts with award and incentive fee provisions are primarily variable contract fee arrangements. Award fees provide for a fee based on actual performance relative to contractually specified performance criteria. Incentive fees are based on the relationship between total allowable and target cost. Most of the Company's contracts include a cost-reimbursable element to capture costs of consumable materials required for the program. Typically, these costs do not bear fees. On a firm-fixed-price contract, the Company agrees to perform the contractual statement of work for a predetermined contract price. A firm-fixed-price contract typically offers higher profit margin potential than a cost-plus contract, which is commensurate with the greater levels of risk assumed on a firm-fixed-price contract. Although a firm-fixed-price contract generally permits retention of profits if the total actual contract costs are less than the estimated contract costs, the Company bears the risk that increased or unexpected costs may reduce profit or cause the Company to sustain losses on the contract. Although the overall scope of work required under the contract may not change, profit may be adjusted as experience is gained and as efficiencies are realized or costs are incurred. On a time-and-materials contract, the Company is reimbursed for labor at fixed hourly rates and generally reimbursed separately for allowable materials, costs and expenses at cost. For this contract type, the Company bears the risk that labor costs and allocable indirect expenses are greater than the fixed hourly rate defined within the contract. Revenue by contract type is as follows: Three Months Ended March 28, March 29, % (In thousands) 2025 2024 Change Cost-plus and cost-reimbursable $ 623,213 $ 584,822 6.6 % Firm-fixed-price 363,950 397,251 ( 8.4 ) % Time-and-materials 28,760 28,491 0.9 % Total revenue $ 1,015,923 $ 1,010,564 11 Table of Contents Revenue by geographic region in which the contract is performed is as follows: Three Months Ended March 28, March 29, % (In thousands) 2025 2024 Change United States $ 577,458 $ 544,726 6.0 % Middle East 318,345 343,296 ( 7.3 ) % Asia 75,978 68,802 10.4 % Europe 44,142 53,740 ( 17.9 ) % Total revenue $ 1,015,923 $ 1,010,564 Revenue by contract relationship is as follows: Three Months Ended March 28, March 29, % (In thousands) 2025 2024 Change Prime contractor $ 962,421 $ 945,155 1.8 % Subcontractor 53,502 65,409 ( 18.2 ) % Total revenue $ 1,015,923 $ 1,010,564 Revenue by customer is as follows: Three Months Ended March 28, March 29, % (In thousands) 2025 2024 Change Army $ 442,136 $ 433,430 2.0 % Navy 346,118 321,384 7.7 % Air Force 99,126 118,569 ( 16.4 ) % Other 128,543 137,181 ( 6.3 ) % Total revenue $ 1,015,923 $ 1,010,564 Contract Balances The timing of revenue recognition, billings, and cash collections results in billed and unbilled accounts receivable (contract assets) and customer advances and deposits (contract liabilities) on the Condensed Consolidated Balance Sheets. Amounts are billed as work progresses in accordance with agreed-upon contractual terms at periodic intervals (e.g., biweekly or monthly). Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, the Company may receive advances or deposits from its customers before revenue is recognized, resulting in contract liabilities. These advance billings and payments are not considered significant financing components because they are frequently intended to ensure that both parties are in conformance with the primary contract terms. These assets and liabilities are reported on the Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. As of January 1, 2024, the Company had contract assets of $ 561.9 million. As of March 28, 2025 and December 31, 2024, the Company had contract assets of $ 595.7 million and $ 620.5 million, respectively. Contract assets primarily consist of unbilled receivables which represent rights to consideration for work completed but not billed as of the reporting date. The balance of unbilled receivables consists of costs and fees that are: (i) billable immediately; (ii) billable on contract completion; or (iii) billable upon other specified events, such as the resolution of a request for equitable adjustment. Refer to Note 4, Receivables for additional information regarding the composition of the Company's receivable balances. As of January 1, 2024, the Company had contract liabilities of $ 109.6 million. As of March 28, 2025 and December 31, 2024, contract liabilities, included in other accrued liabilities in the Condensed Consolidated Balance Sheets, were $ 95.4 million and $ 98.7 million, respectively. 12 Table of Contents NOTE 4 RECEIVABLES Receivables were comprised of the following: As of March 28, December 31, (In thousands) 2025 2024 Billed receivables $ 100,634 $ 77,982 Unbilled receivables (contract assets) 595,739 620,536 Other 9,011 11,550 Total receivables $ 705,384 $ 710,068 As of March 28, 2025 and December 31, 2024, substantially all billed receivables are due from the U.S. government, either directly as prime contractor to the U.S. government or as subcontractor to another prime contractor to the U.S. government. Because the Company's billed receivables are with the U.S. government, the Company does not believe it has a material credit risk exposure. Unbilled receivables are contract assets that represent revenue recognized on long-term contracts in excess of amounts billed as of the balance sheet date. The Company expects to bill customers for most of the March 28, 2025 contract assets during 2025. Changes in the balance of receivables are primarily due to the timing differences between performance and customers' payments. NOTE 5 DEBT Senior Secured Credit Facilities First Lien Credit Agreement On January 2, 2025, the First Lien Credit Agreement was amended to provide, among other things, a new tranche of term loans in an aggregate original principal amount of $ 899.8 million (the New Term Loans), in which the New Term Loans replace or refinance in full all the existing term loans outstanding under the First Lien Term Tranche as in effect immediately prior to the amendment (the Existing Term Loans). The loans under the First Lien Credit Agreement, as amended (the First Lien Credit Agreement), amortize in an amount equal to approximately $ 2.2 million per quarter through September 30, 2030, with the balance of $ 848.0 million due on December 6, 2030. The replacement of the Existing Term Loans with the New Term Loans resulted in a loss on extinguishment of debt of $ 2.2 million in the Condensed Consolidated Statement of Income for the three months ended March 28, 2025. Vertex Aerospace Services LLC (V2X Borrower) obligations under the First Lien Credit Agreement are guaranteed by Vertex Intermediate LLC and V2X Borrower’s wholly-owned domestic subsidiaries (collectively, the Guarantors), subject to customary exceptions and limitations. The V2X Borrower’s obligations under the First Lien Credit Agreement and the Guarantors’ obligations under the related guarantees are secured by a first priority-lien on substantially all the V2X Borrower’s and the Guarantors’ assets which exists on a pari passu basis with the lien held by the 2023 Credit Agreement lenders. The borrowings under the First Lien Credit Agreement bear interest at rates that, at the V2X Borrower’s option, can be either a base rate, determined by reference to the greater of (a) the federal funds rate plus 0.50 %, (b) the prime lending rate, or (c) an adjusted Secured Overnight Financing Rate (SOFR) rate plus 1.00 %, plus a margin of 1.25 % per annum, or SOFR, plus a margin of 2.25 % per annum. As of March 28, 2025, the effective interest rate for the First Lien Credit Agreement was 7.11 %. The First Lien Credit Agreement contains customary representations and warranties and affirmative covenants. The First Lien Credit Agreement also includes negative covenants that limit, among other things, additional indebtedness, additional liens, sales of assets, dividends, investments and advances, prepayments of debt and mergers and acquisitions. The First Lien Credit Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the First Lien Credit Agreement to be in full force and effect, and a change of control. If an event of default occurs and is continuing, the V2X Borrower may be required immediately to repay all amounts outstanding under the First Lien Credit Agreement. As of March 28, 2025, the carrying value of the First Lien Credit Agreement was $ 899.8 million, excluding deferred discount and unamortized deferred financing costs of $ 27.7 million. The estimated fair value of the First Lien Credit Agreement as of March 28, 2025 was $ 887.4 million. The fair value is based on observable inputs of interest rates that are currently available to us for debt with similar terms and maturities for non-public debt (Level 2). 13 Table of Contents 2023 Credit Agreement The 2023 Credit Agreement provides for $ 750.0 million in senior secured financing, with a first lien on substantially all the V2X Borrower’s assets and consists of (a) a $ 500.0 million five-year revolving credit facility (2023 Revolver) (which includes (i) a $ 50.0 million sublimit of availability for letters of credit, and (ii) a $ 50.0 million sublimit for short-term borrowings on a swingline basis) and (b) a five-year $ 250.0 million term loan (2023 Term Loan). The 2023 Term Loan amortizes at approximately $ 1.6 million per quarter for the fiscal quarters ending June 30, 2023 through March 31, 2025, increasing to $ 3.1 million per quarter for the fiscal quarters ending June 30, 2025 through December 31, 2027, with the balance of $ 203.1 million due on February 28, 2028. The V2X Borrower’s obligations under the 2023 Credit Agreement are guaranteed by the Guarantors, subject to customary exceptions and limitations. The V2X Borrower’s obligations under the 2023 Credit Agreement and the Guarantors’ obligations under the related guarantees are secured by a first priority-lien on substantially all of the V2X Borrower’s and the Guarantors’ assets (subject to customary exceptions and limitations) which exists on a pari passu basis with the lien held by the First Lien Credit Agreement lenders. The borrowings under the 2023 Credit Agreement bear interest at rates that, at the V2X Borrower’s option, can be either a base rate, determined by reference to the greater of (a) the federal funds rate plus 0.50 %, (b) the prime lending rate, or (c) an adjusted SOFR rate plus 1.00 %, plus a margin of 1.00 % to 2.25 % per annum, or SOFR, plus a margin of 2.00 % to 3.25 % per annum, in each case, depending on the consolidated total net leverage ratio of the V2X Borrower and its subsidiaries. As of March 28, 2025, the effective interest rate for the 2023 Term Loan was 7.13 %. Unutilized commitments under the 2023 Revolver are subject to a per annum fee ranging from 0.25 % to 0.50 % depending on the consolidated total net leverage ratio of the V2X Borrower and its subsidiaries. The V2X Borrower is also required to pay a letter of credit fronting fee to each letter of credit issuer equal to 0.125 % per annum of the amount available to be drawn under each such letter of credit (or such other amount as may be mutually agreed by the V2X Borrowers and the applicable letter of credit issuer), as well as a fee to all lenders equal to the applicable margin to SOFR of revolving credit loans times the average daily amount available to be drawn under all outstanding letters of credit. The 2023 Credit Agreement contains customary representations and warranties, which must be accurate for the V2X Borrower to borrow under the 2023 Credit Agreement, and affirmative covenants. The 2023 Credit Agreement also includes negative covenants that limit, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, and mergers and acquisitions. The 2023 Credit Agreement contains financial covenants requiring (a) the consolidated total net leverage ratio not to exceed 5.00 to 1.00 for the reporting periods ending on or after June 30, 2023, and on or prior to June 30, 2024, with a step down to 4.75 to 1.00 for periods ending on or after July 1, 2024, and on or prior to December 31, 2025, with further step downs thereafter, and (b) the consolidated interest coverage ratio be at least 2.00 to 1.00 commencing with the reporting period ending on June 30, 2023. The 2023 Credit Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the 2023 Credit Agreement to be in full force and effect, and a change of control. If an event of default occurs and is continuing, the V2X Borrower may be required immediately to repay all amounts outstanding under the 2023 Credit Agreement. As of March 28, 2025, there were no outstanding borrowings and $ 22.3 million of outstanding letters of credit under the 2023 Revolver. Availability under the 2023 Revolver was $ 477.7 million as of March 28, 2025. Unamortized deferred financing costs related to the 2023 Revolver of $ 2.9 million are included in other non-current assets in the Condensed Consolidated Balance Sheets. As of March 28, 2025, the fair value of the 2023 Revolver approximated the carrying value because the debt bears a floating interest rate. As of March 28, 2025, the carrying value of the 2023 Term Loan was $ 239.1 million, excluding unamortized deferred financing costs of $ 1.5 million. The estimated fair value of the 2023 Term Loan as of March 28, 2025 was $ 235.8 million. The fair value is based on observable inputs of interest rates that are currently available to us for debt with similar terms and maturities for non-public debt (Level 2). 14 Table of Contents The aggregate scheduled maturities of the First Lien Credit Agreement and 2023 Credit Agreement as of March 28, 2025 are as follows: (In thousands) Payments due 2025 (remainder of the year) $ 19,935 2026 21,498 2027 21,498 2028 212,123 2029 8,998 After 2029 854,781 Total $ 1,138,833 As of March 28, 2025, the Company was in compliance with all covenants related to the First Lien Credit Agreement and the 2023 Credit Agreement . NOTE 6 DERIVATIVE INSTRUMENTS During the periods covered by this report, the Company has made no changes to its policies or strategies for the use of derivative instruments and there has been no change in related accounting methods. For the Company's derivative instruments, which are designated as cash flow hedges, gains and losses are initially reported as a component of accumulated other comprehensive loss and subsequently recognized in earnings with the corresponding hedged item. Interest Rate Derivative Instruments The Company is exposed to the risk that earnings and cash flows could be adversely impacted due to fluctuations in interest rates. To mitigate this risk, the Company has entered into $ 450.0 million of interest rate swap contracts as of March 28, 2025. As of both March 28, 2025 and December 31, 2024, these contracts had notional values $ 439.1 million, respectively. These contracts are designated and qualify as effective cash flow hedges. The following table summarizes the amount at fair value and location of the derivative instruments for interest rate hedges in the Condensed Consolidated Balance Sheets: Fair Value (level 2) As of March 28, December 31, (In thousands) Balance sheet caption 2025 2024 Interest rate swap designated as cash flow hedge Prepaid expenses and other current assets $ 1,174 $ 1,918 Interest rate swap designated as cash flow hedge Other non-current assets $ — $ 1,938 Interest rate swap designated as cash flow hedge Other non-current liabilities $ 827 $ — Interest rate swap designated as cash flow hedge Accumulated other comprehensive loss $ 348 $ 3,856 The Company regularly assesses the creditworthiness of the counterparty. As of March 28, 2025, the counterparty to the interest rate swaps had performed in accordance with its contractual obligations. Both the counterparty and the Company's credit risk were considered in the fair value determination. Net interest rate derivative gains of $ 0.7 million and $ 1.5 million were recognized in interest expense, net, in the Condensed Consolidated Statements of Income during the three months ended March 28, 2025 and March 29, 2024, respectively. The Company expects $ 1.1 million of existing interest rate swap gains reported in accumulated other comprehensive loss as of March 28, 2025 to be recognized in earnings within the next 12 months. 15 Table of Contents NOTE 7 COMMITMENTS AND CONTINGENCIES General From time to time, the Company is involved in various investigations, lawsuits, arbitrations, claims, enforcement actions and other legal proceedings, including government investigations and claims, which are incidental to the operation of its business. Some of these proceedings seek remedies relating to employment matters, matters relating to injuries to people or property damage, matters in connection with the Company's contracts and matters arising under laws relating to the protection of the environment. Additionally, U.S. government customers periodically advise the Company of claims and penalties concerning certain potential disallowed costs. When such findings are presented, V2X and the U.S. government representatives engage in discussions to enable V2X to evaluate the merits of these claims as well as to assess the amounts being claimed. Where appropriate, provisions are made to reflect probable losses related to the matters raised by U.S. government representatives. Such assessments, along with any assessments regarding provisions for other legal proceedings, are reviewed on a quarterly basis for sufficiency based on the latest information available to us. The Company estimated and accrued $ 13.6 million and $ 13.1 million as of March 28, 2025 and December 31, 2024, respectively, in other accrued liabilities in the Condensed Consolidated Balance Sheets for legal proceedings and for claims with respect to its U.S. government contracts as discussed below, including years where the U.S. government has not completed its incurred cost audits. Although the ultimate outcome of any legal matter or claim cannot be predicted with certainty, based on present information, including the assessment of the merits of a particular claim, the Company does not expect that any asserted or unasserted legal or contractual claims or proceedings, individually or in the aggregate, will have a material adverse effect on its cash flows, results of operations or financial condition. U.S. Government Contracts, Investigations and Claims The Company has U.S. government contracts that are funded incrementally on a year-to-year basis. Changes in government policies, priorities or funding levels through agency or program budget reductions by the U.S. Congress or executive agencies could have a material adverse effect on the Company's financial condition or results of operations. Furthermore, the Company's contracts with the U.S. government may be terminated or suspended by the U.S. government at any time, with or without cause. Such contract suspensions or terminations could result in non-reimbursable expenses or charges or otherwise adversely affecting the Company's financial condition and results of operations. Departments and agencies of the U.S. government have the authority to investigate various transactions and operations of the Company, and the results of such investigations may lead to administrative, civil or criminal proceedings, the ultimate outcome of which could be fines, penalties, repayments or compensatory or treble damages. U.S. government regulations provide that certain findings against a contractor may lead to suspension or debarment from future U.S. government contracts or the loss of export privileges for a company or an operating division or subdivision. Suspension or debarment could have a material adverse effect on the Company because of its reliance on U.S. government contracts. U.S. government agencies, including the Defense Contract Audit Agency, the Defense Contract Management Agency and others, routinely audit and review the Company's performance on government contracts, indirect rates and pricing practices, and compliance with applicable contracting and procurement laws, regulations and standards. Accordingly, costs billed or billable to U.S. government customers are subject to potential adjustment upon audit by such agencies. The U.S. government agencies also review the adequacy of compliance with government standards for business systems, including accounting, earned value management, estimating, materials management and accounting, purchasing, and property management systems. A finding by a U.S. government agency that the Company’s business systems are not adequate could adversely affect the Company’s financial condition and results of operations. In the performance of its contracts, the Company routinely requests contract modifications that require additional funding from U.S. government customers. Most often, these requests are due to customer-directed changes in the scope of work. While the Company is entitled to recovery of these costs under its contracts, the administrative process with the U.S. government customer may be protracted. Based on the circumstances, the Company periodically files requests for equitable adjustments (REAs) that are sometimes converted into claims. In some cases, these requests are disputed by the U.S. government customer. The Company believes its outstanding modifications, REAs and other claims will be resolved without material adverse impact to its results of operations, financial condition or cash flows. 16 Table of Contents NOTE 8 STOCK-BASED COMPENSATION The Company maintains an equity incentive plan, the 2014 Omnibus Incentive Plan, as amended and restated effective as of October 27, 2022 (the 2014 Omnibus Plan), to govern awards granted to V2X employees and directors, including nonqualified stock options (NQOs), restricted stock units (RSUs), total shareholder return (TSR) awards, performance share units (PSUs) and other awards. The Company accounts for NQOs, stock-settled RSUs and PSUs as equity-based compensation awards. TSR awards, described below, are accounted for as liability-based compensation awards. Liability-based awards are revalued at the end of each reporting period to reflect changes in fair value. Stock-based compensation expense and the associated tax benefits impacting the Company's Condensed Consolidated Statements of Income were as follows: Three Months Ended March 28, March 29, (In thousands) 2025 2024 Compensation costs for equity-based awards $ 2,452 $ 4,983 Compensation costs for liability-based awards — 166 Total compensation costs, pre-tax $ 2,452 $ 5,149 Future tax benefit $ 582 $ 1,065 As of March 28, 2025, total unrecognized compensation costs related to equity-based awards were $ 27.6 million, which are expected to be recognized ratably over a weighted average period of 1.60 years. There were no unrecognized compensation costs for liability-based awards as of March 28, 2025. The following table provides a summary of the activities for NQOs, RSUs and PSUs for the three months ended March 28, 2025: NQOs RSUs PSUs (In thousands, except per share data) Shares Weighted Average Exercise Price Per Share Shares Weighted Average Grant Date Fair Value Per Share Shares Weighted Average Grant Date Fair Value Per Share Outstanding at January 1, 2025 34 $ 22.43 436 $ 43.11 258 $ 43.98 Granted — $ — 220 $ 48.48 135 $ 53.60 Exercised ( 2 ) $ 32.04 — $ — — $ — Vested — $ — ( 178 ) $ 40.68 — $ — Forfeited or expired — $ — ( 6 ) $ 44.09 ( 6 ) $ 26.26 Outstanding at March 28, 2025 32 $ 21.73 472 $ 46.52 387 $ 45.27 Restricted Stock Units RSUs awarded to employees vest in one-third increments on each of the three anniversary dates following the grant date subject to continued employment as described in the RSU award agreement. RSUs issued to directors are typically granted annually and vest approximately one year after the grant date. The fair value of each RSU grant was determined based on the closing price of V2X common stock on the date of grant. Stock compensation expense will be recognized ratably over the requisite service period of the RSU awards. As of March 28, 2025, there was $ 17.3 million of unrecognized RSU related compensation expense. 17 Table of Contents Performance Share Units During the three months ended March 28, 2025, the Company granted performance-based awards that include two performance components, including TSR performance and Adjusted Earnings Per Share performance. The performance-based awards will vest and the stock will be issued at the end of a three-year period assuming and based on i) the attainment of total shareholder return performance measures relative to certain Aerospace and Defense companies in the S&P 1500 Index, ii) Company performance against an annual adjusted EPS target established each year and iii) the employee's continued service through the vesting date. The number of shares ultimately awarded, if any, can range up to 200 % of the specified target awards. If performance is below the threshold level of performance, no shares will be issued. A Monte Carlo valuation model was used to determine the fair value of the awards by simulating 50,000 potential TSR outcomes for the Company and a group of peer companies over the performance periods, and determined the amount of the payout that would occur in each simulation. The fair value is based on the average of the results. As of March 28, 2025, there was $ 10.3 million of unrecognized PSU related compensation expense. NOTE 9 INCOME TAXES Effective Tax Rate Income tax expense during interim periods is based on an estimated annual effective income tax rate, plus discrete items that may occur in any given interim periods. The computation of the estimated effective income tax rate at each interim period requires certain estimates and judgment including, but not limited to, forecasted operating income for the year, projections of the income earned and taxed in various jurisdictions, newly enacted tax rate and legislative changes, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. For the three months ended March 28, 2025 and March 29, 2024, the Company recorded income tax expense of $ 2.0 million and income tax benefits which were not material, respectively. The Company's effective income tax rates for the three months ended March 28, 2025 and March 29, 2024 were 19.5 % and ( 1.8 )%, respectively. The effective income tax rates vary from the federal statutory rate of 21.0% mainly due to state and foreign taxes, disallowed compensation deduction under Internal Revenue Code Section 162(m), offset by available deductions not reflected in book income and income tax credits. Uncertain Tax Positions As of both March 28, 2025 and December 31, 2024, unrecognized tax benefits from uncertain tax positions were $ 3.6 million. NOTE 10 EARNINGS PER SHARE Basic earnings per share (EPS) is computed by dividing net income, or loss, by the weighted average number of common shares outstanding for the period. Diluted EPS reflects potential dilution that could occur if securities to issue common stock were exercised or converted into common stock. Diluted EPS includes the dilutive effect of stock-based compensation outstanding after application of the treasury stock method. Three Months Ended March 28, March 29, (In thousands, except per share data) 2025 2024 Net income $ 8,107 $ 1,144 Weighted average common shares outstanding 31,590 31,351 Add: Dilutive impact of stock options 19 18 Add: Dilutive impact of restricted stock units and performance share units 412 425 Diluted weighted average common shares outstanding 32,021 31,794 Earnings per share Basic $ 0.26 $ 0.04 Diluted $ 0.25 $ 0.04 18 Table of Contents The following table summarizes the weighted average of anti-dilutive securities excluded from the diluted EPS calculation. Three Months Ended March 28, March 29, (In thousands) 2025 2024 Anti-dilutive restricted stock units and performance share units 13 25 Total 13 25 NOTE 11 POST-EMPLOYMENT BENEFIT PLANS Deferred Employee Compensation The Company sponsors two non-qualified deferred compensation plans. Under these plans, participants are eligible to defer a portion of their compensation on a tax deferred basis. Plan investments and obligations were recorded in other non-current assets and other non-current liabilities, respectively, in the Condensed Consolidated Balance Sheets, representing the fair value related to the deferred compensation plans. Adjustments to the fair value of the plan investments and obligations are recorded in operating expenses. The plans assets and liabilities were $ 5.3 million and $ 5.2 million as of March 28, 2025 and December 31, 2024, respectively. Multi-Employer Pension Plans C ertain Company employees who perform work on contracts within the continental United States participate in multi-employer pension plans of which the Company is not the sponsor. Company expenses related to these plans were $ 4.0 million and $ 5.0 million for the three months ended March 28, 2025 and March 29, 2024, respectively. NOTE 12 SALE OF RECEIVABLES The Company has a Master Accounts Receivable Purchase Agreement (MARPA Facility) with MUFG Bank, Ltd. (MUFG) for the sale of certain designated eligible receivables up to a maximum amount of $ 300.0 million with the U.S. government. Receivables sold under the MARPA Facility are without recourse for any U.S. government credit risk. The Company accounts for these receivable transfers under the MARPA Facility as sales under ASC Topic 860, Transfers and Servicing , and removes the sold receivables from its balance sheet. The fair value of the sold receivables approximated their book value due to their short-term nature. As of and for the Three Months Ended March 28, March 29, (In thousands) 2025 2024 Beginning balance: $ 218,897 $ 72,715 Sale of receivables 862,728 621,920 Cash collections ( 834,552 ) ( 588,266 ) Outstanding balance sold to MUFG 1 247,073 106,369 Cash collected, not remitted to MUFG 2 ( 76,702 ) ( 24,167 ) Remaining sold receivables $ 170,371 $ 82,202 1 For the three months ended March 28, 2025, the Company recorded a net cash inflow from sale of receivables of $ 28.2 million from operating activities. 2 Includes the cash collected on behalf of, but not yet remitted to, MUFG as of March 28, 2025. This balance is included in other accrued liabilities as of the balance sheet date. During the three months ended March 28, 2025 and March 29, 2024, the Company incurred purchase discount fees, net of servicing fees, of $ 2.5 million and $ 1.6 million, respectively, which are presented in other expense, net on the Condensed Consolidated Statements of Income and are reflected as cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows. The Company does not retain an ongoing financial interest in the transferred receivables other than cash collection and administrative services. The Company estimated that its servicing fee was at fair value and therefore has not recognized a servicing asset or liability as of March 28, 2025. Proceeds from the sale of receivables are reflected as cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows. 19 Table of Contents NOTE 13 SEGMENT INFORMATION The Company operates as a single reportable segment. V2X performs services worldwide, with the substantial majority of revenue derived from the U.S. government. The CODM for the Company is the President and Chief Executive Officer. The CODM uses consolidated profit metrics, including net income and operating income, as reported on the Condensed Consolidated Statements of Income, to allocate resources and assess financial performance. Our CODM reviews significant expenses as reported in the Condensed Consolidated Statements of Income in addition to depreciation and amortization information, which is summarized below for the three months ended March 28, 2025 and March 29, 2024: Three Months Ended March 28, March 29, (In thousands) 2025 2024 Depreciation and amortization $ 28,038 $ 28,853 The CODM also reviews consolidated capital expenditures as reported as purchases of capital assets in the Consolidated Statements of Cash Flows. NOTE 14 SUBSEQUENT EVENTS Amendment No. 1 to 2023 Credit Agreement On March 31, 2025, Vertex Aerospace Intermediate LLC, a Delaware limited liability company (Holdings), and V2X Borrower, an indirect, wholly owned subsidiary of V2X, Inc., and certain wholly-owned subsidiaries of V2X Borrower party thereto entered into Amendment No. 1 to the 2023 Credit Agreement, dated as of March 31, 2025 (the Amendment), with Bank of America, N.A., as administrative agent, collateral agent, swingline lender and letter of credit issuer, and the other financial institutions and lenders party thereto, which amended the 2023 Credit Agreement, originally dated as of February 28, 2023, by and among V2X Borrower, Holdings, Bank of America, N.A., as administrative agent, collateral agent, swingline lender and L/C issuer, and the other financial institutions party thereto from time to time (as amended prior to March 31, 2025, the 2023 Credit Agreement). The Amendment provides for, among other things, a new tranche of term loans under the 2023 Credit Agreement in an aggregate original principal amount of $ 237.5 million (the 2023 Credit Agreement New Term Loans), which replace or refinance in full all of the existing term loans outstanding under the 2023 Credit Agreement (as in effect immediately prior to the Amendment), as further set forth in the Amendment. The Amendment further provides for a new tranche of revolving credit commitments under the 2023 Credit Agreement in an aggregate original principal amount of $ 500.0 million (the New Revolving Credit Commitments), which New Revolving Credit Commitments replace or refinance in full all of the existing revolving credit loans and commitments outstanding under the 2023 Credit Agreement (as in effect immediately prior to the Amendment), as further set forth in the Amendment. The 2023 Credit Agreement New Term Loans and the New Revolving Credit Commitments mature on March 31, 2030. The 2023 Credit Agreement New Term Loans and the loans under the New Revolving Credit Commitments shall initially bear interest at a rate per annum equal to (x) the SOFR plus a margin of 2.00 % per annum (subject to a SOFR floor of 0.00 %) or (y) a base rate (which will be the highest of (i) the prime rate, (ii) 0.5 % per annum above the federal funds effective rate and (iii) one-month SOFR plus 1.00 % per annum) plus a margin of 1.00 % per annum. The 2023 Credit Agreement New Term Loans are subject to quarterly amortization in an amount of 2.5 % per annum, increasing to 5.0 % per annum, commencing with the fiscal quarter ending June 30, 2027. Voluntary prepayments of the 2023 Credit Agreement New Term Loans are permitted, in whole or in part, with prior notice, without premium or penalty (except SOFR breakage costs). 20 Table of Contents