vec-20250328

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 28, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36341

V2X, Inc.

(Exact name of registrant as specified in its charter)


Indiana									38-3924636
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

1875 Campus Commons Drive, Suite 305, Reston Virginia 20191
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
(571) 481-2000

Securities Registered Under Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share	VVX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐

No ☑

As of April 29, 2025, there were 31,684,495 shares of common stock ($0.01 par value per share) outstanding.

Table of Contents

V2X, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


		Page No.
	PART I. FINANCIAL INFORMATION	4
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Statements of Income	4
	Condensed Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Balance Sheets	6
	Condensed Consolidated Statements of Cash Flows	7
	Condensed Consolidated Statements of Changes to Shareholders' Equity	8
	Note 1. Description of Business and Summary of Significant Accounting Policies	9
	Note 2. Recent Accounting Standards Update	10
	Note 3. Revenue	10
	Note 4. Receivables	13
	Note 5. Debt	13
	Note 6. Derivative Instruments	15
	Note 7. Commitments and Contingencies	16
	Note 8. Stock-Based Compensation	17
	Note 9. Income Taxes	18
	Note 10. Earnings Per Share	18
	Note 11. Post-Employment Benefit Plans	19
	Note 12. Sale of Receivables	19
	Note 13. Segment Information	20
	Note 14. Subsequent Events	20
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28
Item 4.	Controls and Procedures	29
	PART II. OTHER INFORMATION	29
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
	Signatures	32

Table of Contents

PART I. FINANCIAL INFORMATION

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.

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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.

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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.

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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.

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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	—

SEC Form 10-Q filed by V2X Inc.