•annual reports on Form 10-K;
•quarterly reports on Form 10-Q;
•current reports on Form 8-K;
•statement of changes in beneficial ownership of securities for insiders;
•proxy statements; and
•any amendments thereto.
The public may read and copy any materials we file with or furnish to the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also request copies of these documents, upon payment of a duplicating fee, by writing to the SEC at its principal office at 100 F Street, N.E., Washington, D.C. 20549. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file or furnish such information electronically with the SEC which may be obtained at www.sec.gov. Our SEC filings are accessible through the Internet at that website. A copy of these filings may also be obtained by going to our Internet website at www.dyn-intl.com and selecting
"Investor Relations"“Investor Relations” and selecting"Financial“Financial Information."” Copies may also be obtained by providing a written request for such copies or additional information regarding our operating or financial performance toCindy Roberts, Director of Investor Relations,Corporate Secretary, DynCorp International,8445 Freeport Parkway,3190 Fairview Park Drive, Suite400, Irving, Texas 75063.700, Falls Church, VA 22042. Except as otherwise stated in these reports, the information contained on our website or available by hyperlink from our website is not incorporated into this Annual Reporton Form 10-Kor other documents we file with, or furnish to, the SEC.Forward-Looking StatementsThis Annual Report on Form 10-K contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements, written, oral or otherwise made, represent the Company's expectation or belief concerning future events. Forward-looking statements involve risks and uncertainties. Without limiting the foregoing, the words "believes," "thinks," "anticipates," "plans," "expects" and similar expressions are intended to identify forward-looking statements.ITEM 1A. RISK FACTORS. The
Company cautions that these statements are further qualified by important economic, competitive, governmental and technological factors that could cause our business, strategy or actual results or events to differ materially from those in the forward-looking statements, including, without limitation, changes in the demand for services that the Company provides; additional work awarded under the Civilian Police and International Narcotics and Law Enforcement contracts; pursuit of new commercial business in the U.S. and abroad; activities of competitors; bid protests; changes in significant operating expenses; changes in availability of capital; general economic and business conditions in the U.S.; acts of war or terrorist activities; variations in performance of financial markets; estimates of contract values; anticipated revenues from IDIQ contracts; expected percentages of future revenues represented by fixed-price and time-and-materials contracts; and statements covering our business strategy, those described in "Risk Factors" and other risks detailed from time to time in the Company's reports filed with the SEC. Accordingly, such forward-looking statements do not purport to be predictions of future events or circumstances; therefore, there can be no assurance that any forward-looking statement contained herein will prove to be accurate. The Company assumes no obligation to update the forward-looking statements.You should carefully consider therisks described below should be carefully considered, together with all of the other information contained in this Form 10-K. Any of the following risks could materially and adversely affect our financial condition or results of operations.We rely on sales to U.S. government entities. A loss of contracts,
with the U.S. government,a failure to obtain new contracts or a reduction of sales under existing contracts with the U.S. government could adversely affect our operating performance and our ability to generate cash flow to fund our operations.We derive substantially all of our
revenuesrevenue from contracts and subcontracts with the U.S. government and its agencies, primarily the DoD and the DoS. The remainder of ourrevenues representsrevenue is derived from commercial contracts and contracts with foreign governments. We expect that U.S. government contracts, particularly with the DoD and the DoS, will continue to be our primary source of revenue for the foreseeable future.ContinuationThe continuation and renewal of our existing government contracts and new government contracts are, among other things, contingent upon the availability of adequate funding for various U.S. government agencies, including the DoD and the DoS. Changes in U.S. government spending could directly affect our operating performance and lead to an unexpected loss of revenue. The loss or significant reduction in government funding of a large program in which we participate could also result in a material decrease to our future sales, earnings and cash flows. U.S. government contracts are also conditioned upon the continuing approval by Congress of the amount of necessary spending. Congress usually appropriates funds for a given program on a September 30 fiscal year basis, even though contract periods of performance may extend over many years. Consequently, at the beginning of a major program, the contract is usually partially funded, and additional monies are normally committed to the contract by the procuring agency only as appropriations are made by Congress for future fiscal years. Among the factors that could impact U.S. government spending andthat wouldreduce our federal government contracting business include:•policy and/or spending changes implemented by the Obama administration;
a significant decline in, or reapportioning of, spending by the U.S. government, in general, or by the DoD or the DoS, in particular;
•changes, delays or cancellations of U.S. government programs, requirements or policies;
•the adoption of new laws or regulations that affect companies that provide services to the U.S. government;
•U.S. government shutdowns or other delays in the government appropriations process;
•curtailment of the U.S.
government'sgovernment’s outsourcing of services to privatecontractors;•- contractors including the expansion of insourcing;
changes in the political climate, including with regard to the funding or operation of the services we provide; and
•general economic conditions, including a slowdown in the economy or unstable economic conditions in the United States or in the countries in which we operate.
These or other factors could cause U.S. government agencies to reduce their purchases under our contracts, to exercise their right to terminate our contracts in whole or in part, to issue temporary stop-work orders, or decline to exercise options to renew our contracts. The loss or significant curtailment of our material government contracts, or our failure to renew existing contracts or enter into new contracts could adversely affect our operating performance and lead to an unexpected loss of revenue.
Our U.S. government contracts may be terminated by the U.S. government at any time prior to their completion and contain other unfavorable provisions, which could lead to an unexpected loss of
revenuesrevenue and a reduction in backlog.Under the terms of our contracts, the U.S. government may unilaterally:
•terminate or modify existing contracts;
•reduce the value of existing contracts through partial termination;
•delay the payment of our invoices by government payment offices;
•audit our contract-related costs and fees; and
•suspend us from receiving new contracts, pending the resolution of alleged violations of procurement laws or regulations.
The U.S. government can terminate or modify any of its contracts with us either for its convenience or if we default by failing to perform under the terms of the applicable contract. A termination arising out of our default could expose us to liability and adversely affect our operating performance and lead to an unexpected loss of revenue.
Our U.S. government contracts typically have an initial term of one year with multiple option periods, exercisable at the discretion of the government at previously negotiated prices. The government is not obligated to exercise any option under a contract. Furthermore, the government is typically required to compete all programs and, therefore, may not automatically renew a contract. In addition, at the time of completion of any of our government contracts, the contract is frequently required to be re-competed if the government still requires the services covered by the contract.
If the U.S. government terminates and/or materially modifies any of our contracts or if option periods are not exercised, our failure to replace revenue generated from such contracts would result in lower
revenuesrevenue and would likely adversely affect our earnings, whichwouldcould have a materialadverseeffect on our financial condition and results of operations.Our U.S. government contracts are subject to competitive bidding, both upon initial issuance and re-competition. If we are unable to successfully compete in the bidding process or if we fail to
receive renewal,win re-competitions, it could adversely affect our operating performance and lead to an unexpected loss of revenue.Substantially all of our U.S. government contracts are awarded through a competitive bidding process upon initial award and renewal, and we expect that this will continue to be the case. There is often
issignificant competition and pricing pressure as a result of this process. The competitive bidding process presents a number of risks, including the following:•we
mustmay expend substantial funds and time to prepare bids and proposals forcontracts;•- contracts that may ultimately be awarded to one of our competitors;
we may be unable to accurately estimate
accuratelythe resources and costs that will be required to perform any contract wewin,are awarded, which could result in substantial cost overruns; and•we may encounter expense and delay if our competitors protest or challenge awards of contracts,
to us,and any such protest or challenge could result in a requirement to resubmit bids on modified specifications or in the termination, reduction or modification of the awarded contract. Additionally, the protest of contracts awarded to us may result in the delay of program performance and the generation of revenue while the protest is pending.The government contracts for which we compete typically have multiple option periods, and if we fail to win a contract or a task order, we generally will be unable to compete again for that contract for several years. If we fail to win new contracts or to receive renewal contracts upon re-competition, it may result in additional costs and expenses and possible loss of revenue, and we will not have an opportunity to compete for these contract opportunities again until such contracts expire.
Because of the nature of our business, it is not unusual for us to lose contracts to competitors or to gain contracts once held by competitors during re-compete periods.
Additionally, some contracts simply end as projects are completed or funding is terminated. We have included our most significant contracts by reportable segment in our contract tables in “Item 1. Business”. Contract end dates are included within the tables to better inform investors regarding the potential impact for our most significant contracts for this risk.
Current or worsening economic conditions could impact our business.
Our business may be adversely affected by factors in the U.S. and other countries that are beyond our control, such as disruptions in financial markets or downturns in economic activity in specific countries or regions, or in the various industries in which we operate, adverse changes in the availability and cost of capital, interest rates, tax rates, or regulations in the jurisdictions in which we operate. If for any reason we lose access to our currently available lines of credit, or if we are required to raise additional capital, we may be unable to do so in the current
task orders expire.credit and stock market environment, or we may be able to do so only on unfavorable terms. Adverse changes to financial conditions could jeopardize certain counterparty obligations, including those of our insurers and financial institutions.In particular, if the Federal government, due to budgetary considerations, accelerates the expected reduction in combat troops from Iraq, fails to sustain the troop increases in Afghanistan, reduces the DoD Operations and Maintenance budget or reduces funding for DoS initiatives in which we participate, our business, financial condition and results of operations could be adversely affected.
Furthermore, although we believe that our current sources of liquidity will enable us to continue to perform under our existing contracts and further grow our business, we cannot assure you that will be the case. A longer term credit crisis could adversely affect our ability to obtain additional liquidity or refinance existing indebtedness on acceptable terms or at all, which could adversely affect our business, financial condition and results of operations. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for additional discussion regarding liquidity.
Our operations involve considerable risks and hazards. An accident or incident involving our employees or third parties could harm our reputation, affect our ability to compete for business, and if not adequately insured or indemnified,
against,could adversely affect our results of operations and financial condition.We are exposed to liabilities
arising out ofthat arise from the services we provide. Such liabilities may relate to an accident or incident involving our employees or third parties, particularly where we are deployed on-site at active military installations or in locations experiencing political or civil unrest, or they may relate to an accident or incident involving aircraft or other equipment we have serviced or used in the course of our business. Any of these types of accidents or incidents could involve significant potential claims of injured employees and other third parties and claims relating to loss of or damage to government or third-party property.We maintain insurance policies that mitigate
againstrisk and potential liabilities related to our operations.This insurance is maintained in amounts that we believe is reasonable.Our insurance coverage may not be adequate to cover those claims or liabilities, and we may be forced to bearsubstantial costs from an accident or incident. Substantial claims in excess of our related insurance coverage could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.
Furthermore, any accident or incident for which we are liable, even if fully insured, may result in negative publicity which could adversely affect our reputation among our customers, including our government customers, and the public, which could result in
us losingthe loss of existing and future contracts or make it more difficultfor usto competeeffectively.effectively for future contracts. This could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.Political destabilization or insurgency in the regions in which we operate may have a material adverse effect on our operating performance.
Certain regions in which we operate are highly unstable. Insurgent activities in the areas in which we operate may cause further destabilization in these regions. There can be no assurance that the regions in which we operate will continue to be stable enough to allow us to operate profitably or at all.
ForDuring fiscal2007years 2010, 2009 and2006, respectively, revenues2008, revenue generated from our operations in the Middle East contributed46%73%, 64%, and48%52% of ourrevenues.revenue, respectively. Insurgents in Iraq and Afghanistan have targeted installations where we have personnel, and these insurgents have contributed to instability in these countries. This could impair our ability to attract and deploy personnel to perform services in either or both locations. In addition, we have been required to increase compensation to our personnel as an incentive to deploy them to these regions. To date, we have been able to recover this added cost under the contracts, but there is no guarantee that future increases, if required, will be able to bepassed ontotransferred to our customers through our contracts. To the extent that we are unable topass throughtransfer such increased compensation costs to our customers, our operating margins would be adversely impacted, which could adversely affect our operating performance. In addition, increased insurgent activities or destabilization, including civil unrest or a civil war in Iraq or Afghanistan, may lead to a determination by the U.S. government to halt our operations in a particular location, country or region and to perform the services using military personnel. Furthermore, in extreme circumstances, the U.S. government may decide to terminate all U.S. government activities, including our operations under U.S. government contracts in a particular location, country or region and to withdraw all military personnel.ThisThe Obama administration has made policy changes with respect to U.S. government activities in Iraq or Afghanistan. Congressional pressure to reduce, if not eliminate, the number of U.S. troops in Iraq or Afghanistan may also lead to U.S. government procurement actions that reduce or terminate the services and support we provide in that theater of conflict. Any of the foregoing could adversely affect our operating performance and may result in additional costs and expenses and loss of revenue.We are exposed to risks associated with operating internationally.
A large portion of our business is conducted internationally. Consequently, we are subject to a variety of risks that are specific to international operations, including the following:
export regulations that could erode profit margins or restrict exports;
compliance with the U.S. Foreign Corrupt Practices Act;
the burden and cost of compliance with foreign laws, treaties and technical standards and changes in those regulations;
contract award and funding delays;
potential restrictions on transfers of funds;
foreign currency fluctuations;
import and export duties and value added taxes;
transportation delays and interruptions;
uncertainties arising from foreign local business practices and cultural considerations;
requirements by foreign governments that we locally invest a minimum level as part of our contracts with them, which may not yield any return; and
potential military conflicts, civil strife and political risks.
While we have and will continue to adopt measures to reduce the potential impact of losses resulting from the risks of our foreign business, we cannot ensure that such measures will be adequate.
Our IDIQ contracts are not firm orders for services, and we may never receive
revenuesrevenue from these contracts, which could adversely affect our operating performance.Many of our government contracts are IDIQ contracts, which are often awarded to multiple contractors.
AwardThe award of an IDIQ contract does not represent a firmordersorder for services. Generally, under an IDIQ contract, the government is not obligated to order a minimum of services or supplies from its contractor, irrespective of the total estimated contract value. Furthermore, under an IDIQ contract, the customer develops requirements for task orders that are competitively bid against all of the contract awardees, usually under a best-value approach. However, many contracts also permit the government customer to direct work to a specific contractor. Our Civilian Police,andContract Field Team and LOGCAP IV programs aretwothree of our contracts performed under IDIQ contracts. We may not win new task orders under these contracts for various reasons, such as failing to rapidly deploy personnel or high prices, which would have an adverse effect on our operating performance and may result in additional expenses and loss of revenue. There can be no assurance that our existing IDIQ contracts will result in actual revenue during any particular period or at all. In fiscal2007years 2010, 2009 and2006, 56.7%2008, 76%, 73% and58.9%70% of ourrevenues,revenue, respectively,werewas attributable to IDIQ contracts.Our cost of performing under time-and-materials and fixed-price contracts may exceed our
revenuesrevenue, which would result in a recorded loss on the contracts.Our government contract services have three distinct pricing structures: cost-reimbursement, time-and-materials and fixed-price. With cost-reimbursement contracts, so long as actual costs incurred are within the contract funding and allowable under the terms of the contract, we are entitled to reimbursement of the costs plus a stipulated
fixed feefixed-fee and, in some cases, an incentive-based award fee. We assume additional financial risk on time-and-materials and fixed-price contracts, however, because we assume the risk of performing those contracts at the stipulated prices or negotiated hourly/daily rates. If we do not accurately estimate ultimate costs and control costs during performance of the work, we could lose money on a particular contract or have lower than anticipated margins. Also, we assume the risk of damage or loss to government property, and we are responsible for third-party claims under fixed-price contracts. The failure to meet contractually defined performance standards may result in a loss of a particular contract or lower-than-anticipated margins. This could adversely affect our operating performance and may result in additional costs and expenses and possible loss of revenue.A negative audit or other actions by the U.S. government could adversely affect our operating performance.
At any given time, many of our contracts are under review by the DCAA and other government agencies. These agencies review our contract performance, cost structure and compliance with applicable laws, regulations and standards. Such DCAA audits may include contracts under which we have performed services in Iraq and Afghanistan under especially demanding circumstances.
The DCAA also reviews the adequacy of, and our compliance with, our internal control systems and policies, including our labor, billing, accounting, purchasing, property, estimating, billing, compensation and
management information systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed. In addition, government contract payments received by us for allowable direct and indirect costs are subject to adjustment after audit by government auditors and repayment to the government if the payments exceed allowable costs as defined in the government contracts.
Audits have been completed on our incurred contract costs through fiscal year 2005 and the Defense Contract Management Agency has approved these costs through fiscal year
2003.2004. Audits and approvals are continuing for subsequent periods. We cannot predict the outcome of such audits and what, if any, impact such audits may have on our future operating performance. For further discussion, see"Legal Proceedings"“Item 3. Legal Proceedings” below.We are subject to investigation by the U.S. government, which could result in our inability to receive government contracts and could adversely affect our future operating performance.
As a U.S. government contractor, we must comply with laws and regulations relating to U.S. government contracts that do not apply to a commercial company. From time to time we are investigated by government agencies with respect to our compliance with these laws and regulations. If we are found to be in violation of the law, we may be subject to civil or criminal penalties or administrative sanctions, including contract termination, the assessment of penalties and suspension or
debarmentprohibition from doing business with U.S. government agencies. For example, many of the contracts we perform in the U.S. are subject to the Service Contract Act, which requires hourly employees to be paid certain specified wages and benefits. If the U.S. Department of Labor determines that we violated the Service Contract Act or its implementing regulations, we could be suspended fromwinningbeing awarded new government contracts or renewals of existing contracts for a period of time, which could adversely affect our future operating performance. We are subject toan increaseda greater risk of investigations, criminal prosecution, civil fraud, whistleblower lawsuits and other legal actions and liabilitiesto whichthan companies with solely commercialcustomers are not subject.customers. In addition, if an audit uncovers improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with the U.S. government.Furthermore, our reputation could suffer serious harm if allegations of impropriety were made against us. If we were suspended or prohibited from contracting with the U.S. government, or any significant U.S. government agency, if our reputation or relationship with U.S. government agencies was impaired or if the U.S. government otherwise ceased doing business with us or significantly decreased the amount of business it does with us, it could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.
U.S. government contractors like us that provide support services in theaters of conflict such as Iraq and Afghanistan have come under increased scrutiny by agency inspector generals, government auditors and congressional committees. Investigations pursued by any or all of these groups may result in adverse publicity for us and consequent reputational harm, regardless of the underlying merit of the allegations being investigated. As a matter of general policy, we have cooperated and expect to continue to cooperate with government inquiries of this nature.
The expiration of our collective bargaining agreements could result in increased operating costs or work disruptions, which could potentially affect our operating performance.
As of
March 30, 2007,April 2, 2010, we hadover 14,600approximately 22,300 employees located in3338 countries around theworld, approximately 7,000 of whom are located inside the U.S.world. Of these employees, approximately1,5003,000 are represented by labor unions. As ofMarch 30, 2007,April 2, 2010, we had approximately7076 collective bargainingagreements. Theseagreementswill expire between July 2007 and March 2011.with these unions. The length of these agreements varies, with the longest expiring in September 2012. There can be no assurance that we will not experience labor disruptions associated with the expiration or renegotiation of collective bargaining agreements or otherwise. Wecould experience a significant disruption of operations and increased operating costs as a result of higher wages or benefits paid to union members, which could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.
Proceedings against us in domestic and foreign courts could result in legal costs and adverse monetary judgments, adversely
affectaffecting our operatingperformance.performance and causing harm to our reputation.At any given time, weWe are involved in various claims and lawsuitsarisingfrom time to time. For example, we are a defendant in two consolidated lawsuits seeking unspecified damages brought by citizens and certain provinces of Ecuador. The basis for the actions, both pending in theordinary courseU.S. District Court for the District ofbusiness.Columbia, arises from our performance of a DoS contract for the eradication of narcotic plant crops in Colombia. The lawsuits allege personal injury, property damage and wrongful death as a consequence of the spraying of narcotic crops along the Colombian border adjacent to Ecuador. In the event that a court decides against us in these lawsuits, and we are unable to obtain indemnification from the government, Computer Sciences Corporation in one of the cases, or contributions from the other defendants, we may incur substantial costs, which could have a material adverse effect on our results. An adverse ruling in these cases could also adversely affect our reputation and have a material adverse effect on our ability to win future government contracts.Other litigation in which we are involved includes wrongful termination and other adverse employment actions, breach of contract, personal injury and property damage actions filed by third parties. Actions involving third-party liability claims generally are covered by insurance; however, in the event our insurance coverage is inadequate to cover such claims, we will be forced to bear the costs arising from a judgment. We do not have insurance coverage for adverse employment and breach of contract actions, and we bear all costs associated with such litigation and claims.
As requiredWe are subject to certain U.S. laws and regulations, which are the subject of rigorous enforcement bygenerally accepted accounting principles ("GAAP"), we estimate material loss contingenciesthe U.S. government; our noncompliance with such laws andestablish reserves when we assess that liability is deemed probableregulations could adversely affect our future operating performance.We may be subject to qui tam litigation brought by private individuals on behalf of the government under the Federal Civil False Claims Act, which could include claims for treble damages. Government contract violations could result in the imposition of civil and
reasonably estimable based on the facts and circumstances knowncriminal penalties or sanctions, contract termination, forfeiture of profit, and/or suspension of payment, any of which could make us lose our status as an eligible government contractor. We could also suffer serious harm tous at a particular point in time, as adjusted by subsequent developments in a particular matter. For a descriptionour reputation. Any interruption or termination of ourcurrent material legal proceedings, see "Legal Proceedings" below.government contractor status could significantly reduce our future revenue and profits.To the extent that we export products, technical data and services outside the United States, we are subject to U.S. laws and regulations governing international trade and exports, including but not limited to, the International Traffic in Arms Regulations, the Export Administration Regulations and trade sanctions against embargoed countries, which are administered by the Office of Foreign Assets Control within the Department of the Treasury. Failure to comply with these laws and regulations could result in civil and/or criminal sanctions, including the imposition of fines upon us as well as the denial of export privileges and debarment from participation in U.S. government contracts.
We do business in certain parts of the world that have experienced, or may be susceptible to, governmental corruption. Our corporate policy requires strict compliance with the U.S. Foreign Corrupt Practices Act and with local laws prohibiting payments to government officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment. Improper actions by our employees or agents could subject us to civil or criminal penalties, including substantial monetary fines, as well as disgorgement, and could damage our reputation and, therefore, our ability to do business.
Competition in our industry could limit our ability to attract and retain customers or employees, which could result in a loss of revenue and/or a reduction in margins, which could adversely affect our operating performance.
We compete with various entities across geographic and business lines. Competitors of our
GSGSDS operating segment are typically various solution providerswhothat compete in any one of the service areas provided bythe GSthose business units. Competitors of ourMTSSGPSS operating segment are typically large defense services contractorswhothat offer services associated with maintenance, training and other activities. Competitors of our GLS operating segment are typically contractors that provide services in Iraq and Afghanistan or companies that provide language interpretation and translation services both domestically and internationally.We compete on a number of factors, including our broad range of services, geographic reach, mobility and response time. Foreign competitors may obtain an advantage over us in competing for U.S. government contracts and attracting employees to the extent we are required by U.S. laws and regulations to remit to the U.S. government statutory payroll withholding amounts for U.S. nationals working on U.S. government contracts while employed by our majority-owned foreign subsidiaries, since foreign competitors may not be similarly obligated by their governments.
Some of our competitors may have greater
financial and otherresourcesthan we door are otherwise better positionedthan we areto compete for contract opportunities. For example, original equipment manufacturers that also provide aftermarket support services have a distinct advantage in obtaining service contracts for aircraftthatthey have manufactured, as they frequently have better access to replacement and service parts, as well as an existing technical understanding of the platform they have manufactured. In addition, we are at a disadvantage when bidding for contractsputup for re-competition for which we are not the incumbent provider, because incumbent providers are frequently able to capitalize on customer relationships, technical knowledge and pricing experience gained from their prior service.In addition to the competition we face in bidding for contracts and task orders, we must also compete to attract the skilled and experienced personnel integral to our continued
operation.operations. We hire from a limited pool of potential employees,withas military and law enforcement experience, specialized technical skill sets and security clearancesasare prerequisites for many positions. Our failure to compete effectively for employees, or excessive attrition among our skilled personnel, could reduce our ability to satisfy ourcustomers'customers’ needs and increase the costs and time required to perform our contractual obligations. This could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.Loss of our skilled personnel, including members of senior management, may have an adverse effect on our operations and/or our operating
performance until we find suitable replacements.performance.Our continued success depends in large part on our ability to recruit and retain the skilled personnel necessary to serve our customers effectively, including personnel with extensive military and law enforcement training and backgrounds. The proper execution of our contract objectives depends upon the availability of quality resources, especially qualified personnel. Given the nature of our business, we have substantial need for personnel who are willing to work overseas, frequently in locations experiencing political or civil unrest, for extended periods of time and often on short notice. We may not be able to meet the need for qualified personnel as such need arises.
In addition, we must comply with provisions in U.S. government contracts that require employment of persons with specified work experience and security clearances. An inability to maintain employees with the required security clearances could have a material adverse effect on our ability to win new business and satisfy our existing contractual obligations, and could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.
The loss of services of any of the members of our senior management could adversely affect our business until a suitable replacement can be found. There may be a limited number of personnel with the requisite skills to serve in these positions, and we may be unable to locate
orand employ such qualified personnel on acceptable terms.If our subcontractors or joint venture partners fail to perform their contractual obligations, then our performance as the prime
contract performancecontractor and our ability to obtain future business could be materially and adversely impacted.Many of our contracts involve subcontracts with other companies upon which we rely to perform a portion of the services we must provide to our customers. These subcontractors generally perform niche or specialty services for which they have more direct experience, such as construction, catering services or specialized technical services, or they have local knowledge of the region in which we will be performing and the ability to communicate with local nationals and assist in making arrangements for commencement of performance. Often, we enter into subcontract arrangements in order to meet government requirements to award certain categories of services to small businesses. A failure by one or more of our subcontractors to satisfactorily provide on a timely basis the agreed-upon supplies or perform the agreed-upon services may materially and adversely impact our ability to perform our obligations as the prime contractor. Such subcontractor performance deficiencies could result in a customer terminating our contract for default. A default termination could expose us to liability and adversely affect our operating performance and may result in additional expenses and possible loss of revenue.
We often enter into joint ventures so that we can jointly bid and perform on a particular project. The success of these and other joint ventures depends, in large part, on the satisfactory performance of the contractual obligations by our joint venture partners. If our partners do not meet their obligations, the joint ventures may be unable to adequately perform and deliver their contracted services. Under these circumstances, we may be required to make additional investments and provide additional services to ensure the adequate performance and delivery of the contracted services. These additional obligations could result in reduced profits or, in some cases, significant losses for us with respect to the joint venture, which could also affect our reputation in the industries we serve.
Environmental laws and regulations may subject us to significant costs and liabilities that could adversely affect our operating performance.
We are subject to numerous environmental, legal and regulatory requirements related to our operations worldwide. In the U.S., these laws and regulations include those governing the management and disposal of hazardous substances and wastes and the maintenance of a safe workplace, primarily associated with our aviation services activities, including painting aircraft and handling substances that may qualify as hazardous waste, such as used batteries and petroleum products. In addition to U.S. federal laws and regulations, states and other countries where we do business have numerous environmental, legal and regulatory requirements by which we must abide. We could incur substantial costs, including clean-up costs, as a result of violations of, or liabilities under, environmental laws. This could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.
Our ability to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 is dependent upon our implementation of effective internal controls.We will be evaluating our internal controls over financial reporting in order to allow management to report on, and our independent auditors to attest to, our internal controls over financial reporting, as is required by Section 404 of the Sarbanes-Oxley Act of 2002 and rules and regulations of the SEC there under, which we refer to as Section 404. Section 404 requires a reporting company such as ours to, among other things, annually review, evaluate and report on its internal controls over financial reporting, and evaluate and disclose significant changes in its internal controls over financial reporting quarterly. Although we currently evaluate and disclose significant changes in our internal controls over financial reporting quarterly, we are required to review, evaluate and report on our internal controls over financial reporting beginning with our annual report for the fiscal year ending March 28, 2008. We have identified areas of our internal controls requiring improvement and plan to design enhanced processes and controls to address these and any other issues that might be identified through this review. As a result, we expect to incur additional expenses and utilization of management's time. We cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or its impact on our operations and may not be able to ensure that the process is effective or that the internal controls are or will be effective in a timely manner. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, there could be an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs in improving our internal control system and the hiring of additional personnel. Any such action could adversely affect our financial results.Our substantial level of indebtedness may make it difficult for us to satisfy our debt obligations and may adversely affect our ability to obtain financing for working capital, capitalize on business opportunities or respond to adverse changes in our industry.
As of April 2, 2010, we had $552.9 million of total indebtedness excluding $170.0 million of additional borrowing capacity under our senior secured credit facility (which gives effect to $30.0 million of outstanding letters of credit). Based on our indebtedness and other obligations as of April 2, 2010, without considering any refinancing (or new financing) in connection with the
restrictive covenants in the agreements governingMerger, we estimate our remaining contractual commitments, including interest associated with our indebtednesslimitand other obligations, will be $800.4 million inthe aggregate for the remaining period from April 2, 2010 through fiscal the end of year 2015 and thereafter (see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual Commitments). Such indebtedness could have material consequences for our
operatingbusiness, operations andfinancial flexibility.liquidity position, including the following:We are requiredour ability to
make mandatory payments and, under certain circumstances, mandatory prepayments on our outstanding indebtedness. See Note 8 to our consolidated financial statementsobtain additional financing foradditional information. Thisworking capital, debt service requirements, acquisitions, general corporate or other purposes mayrequire us to dedicatebe impaired;we must use a substantial portion of our cash
flows from operationsflow topaymentspay interest and principal on our indebtedness,thereby reducingwhich will reduce theavailability offunds available for other purposes;our
cash flowssubstantial interest expense may make us less competitive on bidding on contracts than our competitors;we are more vulnerable to
fund working capital, capital expenditures,economic downturns andother general corporate purposesadverse industry conditions;our ability to capitalize on business opportunities and
could limit our flexibility in planning for, or reactingto react to competitive pressures and adverse changes in ourbusinessindustry as compared to our competitors may be compromised due to the high level of indebtedness;our subordinated notes cannot be prepaid without a penalty which may limit our ability to proactively reduce our debt levels; and
our ability to refinance indebtedness may be limited.
The indenture governing our senior subordinated notes and our senior secured credit facility contain various covenants limiting the discretion of our management in
the industry.operating our business.TheOur indenture governing our senior subordinated notes (the “Notes”) and the agreements governing ourbanksenior secured creditfacilities impose certain operating and financial restrictions on us andfacility contain various restrictive covenants that limitmanagement'sour management’s discretion in operating ourbusinesses.business. Theseagreementsinstruments limit our ability to engage in, among other things,to:the following activities, except as permitted by those instruments:•incur additional indebtedness or guarantee obligations;
•make capital expenditures;•prepayrepay indebtedness prior to stated maturities;
•make interest payments on the Notes and other indebtedness that is subordinate to our indebtedness under the senior secured credit facility;
pay dividends or make certain other restricted payments;
•makingmake investments, contribute capital to our unconsolidated partnerships or execute acquisitions;
•create liens or other
encumbrances•- encumbrances;
repurchase our outstanding shares or our public debt;
transfer or sell certain
assets; and•- assets or merge or consolidate with another
entity;entity.maintain debt in excess of a percentage of our Accounts Receivable; and
allow no more than 50% of our debt to be floating rate.
In addition, our
banksenior secured creditfacilities contain covenants requiringfacility also requires us todelivermaintain certain financial ratios and limits our ability tolenders leverage andmake capital expenditures. These financial ratios include a minimum interest coveragefinancial computationsratio and a leverage ratio. The interest coverage ratio is the ratio of consolidated EBITDA (as defined in ouraudited annualsenior secured credit facility) to interest expense for the preceding four quarters. The leverage ratio is a ratio of our indebtedness (as defined in our senior secured credit facility) to consolidated EBITDA for the preceding four quarters. The senior secured credit facility also restricts the maximum amount of our capital expenditures during each year of the term of the senior secured credit facility. Subject to certain exceptions, our capital expenditures may notexceed, in any fiscal year, the greater of $15 million or 5% of our consolidated EBITDA for the preceding fiscal year during the term of our senior secured credit facility. Capital expenditures are expenditures that are required by generally accepted accounting principles to be classified as capital expenditures in a statement of cash flows.
If we fail to comply with the restrictions in the indenture or our senior secured credit facility or any other subsequent financing agreements, a default may allow the creditors under the relevant instruments, in certain circumstances, to accelerate the related debt and
unaudited quarterly financial statements.to exercise their remedies there under, which will typically include the right to declare the principal amount of such debt, together with accrued and unpaid interest and other related amounts immediately due and payable, to exercise any remedies such creditors may have to foreclose on any of our assets that are subject to liens securing such debt and to terminate any commitments they had made to supply us with further funds. Moreover, any of our other debt that has a cross-default or cross-acceleration provision that would be triggered by such default or acceleration would also be subject to acceleration upon the occurrence of such default or acceleration.Our ability to comply with these covenants may be affected by events beyond our control, and an adverse development affecting our business could require us to seek waivers or amendments of covenants, alternative or additional sources of financing or reductions in expenditures. We cannot assure you that such waivers, amendments or alternative or additional financings could be obtained, or if obtained, would be on terms acceptable to
us, which mayus. In addition, the holders of Notes havea material adverse effect on our financial condition, results of operations and cash flows.Our substantial level of indebtedness may make it difficult for usno control over any waivers or amendments with respect tosatisfy ourany debtobligations and may adversely affect our ability to obtain financing for working capital, capitalize on business opportunities or respond to adverse changes in our industry.As of March 30, 2007, we had $630.9 million of total indebtedness and $81.9 million of additional borrowing capacityoutstanding other than the debt outstanding underour senior secured credit facility (which gives effect tothe$21.1 million of outstanding letters of credit). Based on our indebtedness and other obligations as of March 30, 2007, we estimate our remaining contractual commitments including interest associated with our indebtedness and other obligations (assuming that our revolving credit facility will be undrawn at the close of fiscal 2008) will be $608.6 million in the aggregate for the remaining period between March 31, 2007 through the end of fiscal 2012. Such indebtedness could have important consequences for you, including the following:indenture.•it may be more difficult for us to satisfy our debt obligations;•our ability to obtain additional financing for working capital, debt service requirements, general corporate or other purposes may be impaired;•we must use a substantial portion of our cash flow to pay interest and principal on our indebtedness which will reduce the funds available for other purposes;•we are more vulnerable to economic downturns and adverse industry conditions;•our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in our industry as compared to our competitors may be compromised due to the high level of indebtedness; and•our ability to refinance indebtedness may be limited.
Servicing our indebtedness requires a significant amount of cash. Our ability to generate sufficient cash depends on numerous factors beyond our control, and we may be unable to generate sufficient cash flow to service our debt obligations, which could adversely affect our financial condition.
Our ability to make payments on and to refinance our indebtedness depends on our ability to generate cash. This, to a certain extent, is subject to general economic, political, financial, competitive, legislative, regulatory and other factors that are beyond our control. Additionally, the floating interest rates associated with our senior secured credit facility became unhedged as of May 24, 2010 and float with either the London Interbank Offered Rate (“LIBOR”) or the Prime rate.
We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our senior secured credit facility in an amount sufficient
to enable usto pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior secured credit facility, on commercially reasonable terms or at all. In addition, the terms of existing or future debt agreements, including our senior secured credit facility and the indenture governing oursenior subordinated notes,Notes may restrict us from carrying out any of these alternatives. If we are unable to generate sufficient cash flow or refinance our debt on favorable terms, it could significantly, adversely affect our financial condition.Despite our current indebtedness level,
we andour company, including our subsidiaries, may,still be ablesubject to conditions in the Merger Agreement, incur substantially more debt, which could exacerbate the risks associated with our substantial leverage.As of
March 30, 2007,April 2, 2010, we had up to$81.9$170.0 million of additional availability under our senior secured credit facility (which gives effect to$21.1$30.0 million of outstanding letters of credit). The terms of the senior secured credit facility andour senior subordinated notesthe Notes do not fully prohibit us or our subsidiaries from incurring additional indebtedness. It is not possible to quantify the specific dollar amount of indebtedness we may incur because our senior secured credit facility does not provide for a specific dollar amount of indebtedness we may incur.OurThe Merger Agreement, our senior secured credit facility andour senior subordinated notesthe Notes allow us to incur only certain indebtedness that is expressly enumerated in the Merger Agreement, our senior secured credit facility and the indenture governingour senior subordinated notes. The indebtedness permitted under our senior secured credit facility includes indebtedness that is customary for similar credit facilities. Specific examples of indebtedness permitted under our senior secured credit facility are described further under notes totheconsolidated financial statements and include certain intercompany indebtedness, indebtedness under the senior secured credit facility, the senior subordinated notes, certain refinancing indebtedness and certain indebtedness with respect to capital leases in an amount that may not exceed $25.0 million. We believe that the comparable restrictions in the indenture governing our senior subordinated notes have restrictions that are generally no more restrictive in any material respect than the senior secured credit facility.Notes, as applicable. If either we or our subsidiaries were to incur additional indebtedness, the related risks that we now face could increase.We have recently acquired two complementary businesses. Acquisition transactions require substantial management resources and may disrupt our business and divert our management from other responsibilities. Acquisitions are accompanied by other risks, including:
the difficulty of integrating the operations and personnel of the acquired companies;
the inability of our management to maximize our financial and strategic position by the successful incorporation of acquired personnel into our service offerings;
we may not realize anticipated synergies or financial growth;
we may assume material liabilities that were not identified during due diligence, including potential regulatory penalties resulting from the acquisition target’s previous activities;
difficulty maintaining uniform standards, controls, procedures and policies, with respect to accounting matters and otherwise;
the potential loss of key employees of acquired companies;
the impairment of relationships with employees and customers as a result of changes in management and operational structure; and
acquisitions may require us to invest significant amounts of cash resulting in dilution of stockholder value.
Any inability to successfully integrate the operations and personnel associated with an acquired business and/or service line may harm our business and results of operation. The Merger Agreement restricts the ability of the Company to enter into acquisition transactions subject to certain exceptions.
We may not be able to profitably deploy all of our helicopter assets.
We have approximately $39.7 million in helicopter assets. These were originally purchased to support our new WPPS air services task order. Given the availability of customer assets to support this program, the parties mutually agreed to a task order modification under which the customer will now supply its own helicopters. As a result, we plan to utilize most of the purchased helicopter assets on another program. Due to the past military history of these helicopters and their associated restricted certification status with the FAA, the helicopters are limited to Public Use applications (Police, Fire, trash hauling) or movement of our people and supplies on programs like LOGCAP IV. The 13 Huey helicopters are being remanufactured under a contract with a vendor. To date, this vendor is behind schedule on delivery of the helicopters. Even though the first seven helicopters are substantially complete, this vendor continues to be plagued by material shortages and challenging communication with the FAA in completing helicopter production, conformance and certification. We sold one helicopter and plan to sell the remaining two “small bird” helicopters (i.e., MD 530FF) that we do not intend to use in other programs. Thus, the main risks related to the helicopters are as follows:
we may not be able to profitably utilize all of these assets on our contracts;
the inability to deploy some of these helicopter assets could lead to a material impairment charge; and
delays in deploying the helicopters could extend the period that it takes to recoup our investment, which would negatively affect liquidity.
We are
controlledsubject to the Internal Control Evaluation and Attestation Requirements of Section 404 of the Sarbanes-Oxley Act of 2002.Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to include in our annual report our assessment of the effectiveness of our internal control over financial reporting and our audited financial statements as of the end of each fiscal year. Furthermore, Deloitte & Touche, LLP, our independent registered public accounting firm (the “Independent Registered Public Accounting Firm”) is required to report on whether it
believes we maintained, in all material respects, effective internal control over financial reporting as of the end of each fiscal year. In future years, if we fail to timely complete this assessment, or if our Independent Registered Public Accounting Firm cannot timely attest to the effectiveness of our internal control over financial reporting, we could be subject to regulatory sanctions and a loss of public confidence in our internal controls. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to timely meet our regulatory reporting obligations.
We are significantly influenced by Veritas Capital, whose interests may not be aligned with
yours.yoursAs of June 1, 2010, Veritas Capital
Management II, L.L.C. and its affiliates, The Veritas Capital Fund II, L.P. and Veritas Capital II A, LLC (together "Veritas Capital"), own 86%owned a majority of the outstanding membership interest in our controlling stockholder, DIV HoldingLLC.LLC (“DIV”). Veritas Capital indirectly controls approximately56.1%37.1% of our Class A common stock.SoAs long as Veritas Capital continues to beneficially own a significant amount of the outstanding shares of our Class A common stock, it will continue to be able to strongly influence or effectively control our decisions, including the election of our directors, determine our corporate and management policies and determine, without the consent of our othershareholders,stockholders, the outcome of any corporate transaction or other matter submitted to ourshareholdersstockholders for approval, including potential mergers or acquisitions, asset sales and other significant corporate transactions. Two of ourtwelvethirteen directors areeitheremployees ofor advisors to,VeritasCapital, as described under "Directors and Executive OfficersCapital. Concurrently with the execution of theRegistrant – Management." Veritas Capital has sufficient voting powerMerger Agreement, DIV Holding entered into the Voting Agreement with Parent and Merger Sub whereby DIV Holding and its affiliates, committed, among other things, subject toamend our organizational documents. The interests of Veritas Capital may not coincide withtheinterests of other holders of our Class A common stock. Additionally, Veritas Capital is in the business of making investments in companiesterms andmay, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. Veritas Capital may also pursue, for its own benefit, acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. In addition, our Bylaws provide that so long as Veritas Capital beneficially owns a majority of our outstanding Class A common stock, the advance notice procedures applicable to stockholder proposals will not apply to Veritas Capital. Amendmentconditions of theprovisions described in our Amended and Restated Certificate of Incorporation generally will require an affirmativeVoting Agreement, to voteof our directors, as well as the affirmative vote of at least a majority of our then outstanding voting stock if Veritas Capital beneficially owns a majority of our outstanding Class A common stock, or the affirmative vote of at least 80% of our then outstanding voting stock if Veritas Capital beneficially owns less than a majority of our then outstanding Class A common stock. Amendments to any other provisions of our Amended and Restated Certificate of Incorporation generally will require the affirmative vote of a majority of our outstanding voting stock. In addition, because we are a controlled company within the meaning34.9% of theNew Yorkoutstanding shares of Common StockExchange rules, we will be exempt fromfor theNew York Stock Exchange requirements that our board be composedadoption ofa majority of independent directors, and that our compensation and corporate governance committees be composed entirely of independent directors.the Merger Agreement. DIV Holding
LLC is a partyand certain of its affiliates also agreed not toa registration rights agreement, which grants ittransfer, sell or encumber any of their shares, and to notify Parent of any additional shares or rights torequire us to effectacquire additional shares acquired after theregistrationexecution ofits sharesthe Voting Agreement. The Voting Agreement automatically terminates upon the termination ofcommon stock. In addition, if we propose to register any of our common stock undertheSecurities Act whether for our own account or otherwise, DIV Holding LLC is entitled to include its shares of common stock in that registration.Merger Agreement.Even if Veritas Capital no longer
controlssignificantly influences us in the future, and if the Merger is not consummated certain provisions of our charter documents and agreements, as well as Delaware law, could discourage, delay or prevent a merger or acquisition at a premium price.Our Amended and Restated Certificate of Incorporation and Bylaws contain provisions that:
•permit us to issue, without any further vote or action by our shareholders, 50 million shares of preferred stock in one or more series and, with respect to each series, to fix the number of shares constituting the series and the designation of the series, the voting powers (if any) of the
shares of such series, and the preferences and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of the series;•- shares;
provide for a classified board of directors serving staggered three-year terms; and
•limit our
shareholders'shareholders’ ability to call special meetings.In addition, we have a
rightsplan that grants shareholders the right to purchase from us additional shares at preferential prices in the event of a hostile attempt to acquire control of us.All of the foregoing provisions may impose various impediments to the ability of a third party to acquire control of us, even if a change in control would be beneficial to our existing shareholders. Notwithstanding the foregoing, as a result of our execution of the Merger Agreement and until the earlier of receipt of requisite stockholder approval and the termination of the Merger Agreement, Delaware corporate law requires our Board to exercise certain fiduciary duties that could, in certain circumstances involving the receipt of an acquisition proposal that constitutes or would reasonably be expected to result in a superior proposal (as defined in the Merger Agreement), require the Board to take certain actions to facilitate such acquisition proposal.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
The Merger is subject to satisfaction or waiver of certain customary conditions, including the approval of the Merger by our stockholders.None.Completion of the Merger is subject to the satisfaction or waiver of certain customary conditions, including the adoption of the Merger Agreement by our stockholders, receipt of required antitrust approvals (or termination or expiration of applicable waiting periods), the accuracy of the representations and warranties of the parties andcompliance by the parties with their respective obligations under the Merger Agreement and no court or other governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (including any injunction) that restrains, enjoins or otherwise prohibits consummation of the Merger or otherwise makes the consummation of the Merger illegal. The transaction is expected to close in the third or fourth quarter of calendar year 2010, but could close as early as late June. However, no assurances can be given that the transaction contemplated by the Merger Agreement will be consummated or, if not consummated, that we will enter into a comparable or superior transaction with another party.
ITEM 2. PROPERTIES.
The Merger may not be completed if sufficient financing is not funded.Parent has obtained equity and debt financing commitments. The funding under those commitments is subject to conditions, including conditions that do not relate directly to the Merger Agreement. We believe the committed amounts will be sufficient to complete the Merger, but we cannot assure you of that. Those amounts might be insufficient if, among other things, we have substantially less cash on hand or Parent has substantially less net proceeds from the equity and debt financings than we currently expect. Although obtaining the equity or debt financing is not a condition to the completion of the Merger, the failure of Parent and Merger Sub to obtain sufficient financing is likely to result in the failure of the Merger to be completed. We believe the committed amounts will be sufficient to complete the transaction, but cannot provide any assurance to that effect.
Although the debt financing described herein is not subject to due diligence or a typical “market out” provision, which allows lenders not to fund their commitments if certain conditions in the financial markets prevail, there is still a risk that such financing may not be funded when required. As of the date of this Annual Report on Form 10-K, no alternative financing arrangements or alternative financing plans have been made in the event the debt financing described herein is not available as anticipated. Even though obtaining the equity or debt financing is not a condition to the completion of the Merger, the failure of Parent and Merger Sub to obtain sufficient financing is likely to result in the failure of the Merger to be completed. In that case, Parent may be obligated to pay us a termination fee, which obligation is guaranteed under the Limited Guarantee by an affiliate of Cerberus.
Our
principal executive officefuture business and financial position may be adversely affected if the Merger islocatednot completed.If the Merger Agreement is terminated and the Merger is not consummated, we will have incurred substantial expenses without realizing the expected benefits of the Merger. In addition, we may also be subject to additional risks including, without limitation:
upon termination of the Merger Agreement under specified circumstances, the Company may be required to pay Parent a termination fee of $30 million or to reimburse transaction expenses incurred by Parent and Merger Sub up to $12 million. In addition, under certain circumstances involving Parent’s termination of the Merger Agreement where we have committed a “Willful Breach” (as defined in the Merger Agreement) of the Merger Agreement, we will be required to pay Parent liquidated damages in the amount of $300 million;
substantial costs related to the Merger, such as legal, accounting and
a portionfinancial advisory fees, must be paid regardless of whether the Merger is completed; andpotential disruption to the current plan, operations, businesses and distraction of our
operationsworkforce and management team.Since announcing the proposed Merger, two class action lawsuits have been filed against the Company and its directors. The outcome or settlement of these claims may have an adverse effect upon the Company’s results of operation.
Since the announcement of the proposed Merger, two putative class action lawsuits seeking to enjoin the Merger, among other things, have been filed on behalf of stockholders of DynCorp International in federal and state court. Descriptions of these lawsuits, are
conductedset forth in Note 8 to the consolidated financial statements, in“Item 8. Financial Statements and Supplementary Data” of this Form 10-K and is incorporated herein by reference. The cost of defending such law suits and paying any judgment or settlement in connection therewith could have an adverse impact on our financial results.
The Merger creates unique risks in the time leading up to closing, and there are also risks of completing the conditions to closing.
The Merger Agreement generally requires us to operate our business in the ordinary course pending consummation of the proposed combination, but restricts us, without Parent’s consent, from
leased premises located at 3190 Fairview Park Drive, Suite 700,taking certain specified actions until the Merger is complete or the Merger Agreement is terminated. Further, the pending Merger increases the Company’s risk of loss of key employees due to, among other things, uncertainty concerning the post-Merger operation of the Company.Until all conditions to the Merger are satisfied and the related debt financing is ready to be funded, we cannot be certain that the Merger will close. We will incur significant transaction costs relating to the proposed Merger, whether or not the proposed Merger is completed. Additionally, matters relating to the Merger (including integration planning) may require substantial commitments of time and resources, which could otherwise have been devoted to other beneficial opportunities and there may be potential difficulties in employee retention as a result of the Merger.
Any loss of business opportunities or key personnel could have an adverse impact on future business, and, as a result, result in lower future sales and earnings.
If we are unable to complete our proposed Merger with affiliates of Cerberus our stock price could suffer.
The termination of the Merger Agreement would likely result in a decline in our stock price to the extent that our stock price reflects a market assumption that we will complete the Merger and our stockholders will receive the Per Share Merger Consideration specified in the Merger Agreement.
ITEM 1B. UNRESOLVED STAFF COMMENTS. None.
ITEM 2. PROPERTIES. We are headquartered in Falls Church, Virginia
22042. In addition, aswith major administrative offices in Fort Worth, Texas. As ofMarch 30, 2007,April 2, 2010, we leased19731 commercial facilities in186 countries used in connection with the various services rendered to our customers. Lease expirations range from month-to-month to ten years. Upon expiration of our leases, we do not anticipate any difficulty in obtaining renewals or alternative space. Many of our current leases are non-cancelable. We do not own any real property.Lease expirations range from month-to-month to ten years. ManyThe following locations represent our primary leased properties as of
the current leases are non-cancelable.April 2, 2010.Location
Description
Business Segment Size (sq ft) Fort Worth, TX
Executive offices — finance and administration
Corporate 194,335 Salalah Port, Oman
Warehouse and storage — WRM contract
GSDS 125,000 Falls Church, VA
Executive offices — headquarters
Corporate 105,814 Alexandria, VA
Executive offices — ITS Business Area
GSDS 54,712 Kabul, Afghanistan
Offices and residence
GSDS 42,008 McClellan, CA
Warehouse — California Fire Program
GPSS 18,800 Dubai, UAE
Executive offices — finance and administration
Corporate 18,021 Alexandria, VA
Executive offices — Casals division
GSDS 14,174 Muscat, Oman
Offices and residence — supports WRM contract
GSDS 13,778 Herndon, VA
Offices — GLS recruiting center
GLS 11,400 San Diego, CA
Offices — GLS recruiting center
GLS 9,400 We believe that substantially all of our property and equipment is in good condition, subject to normal
wear and tearuse and that our facilities have sufficient capacity to meet the current and projected needs of our business.The following table lists our U.S. leased properties, including the inside square footage of those properties as of March 30, 2007.Pending Litigation and ClaimsOn April 24, 2007, March 14, 2007, December 29, 2006 and December 4, 2006 four lawsuits were served, seeking unspecified monetary damages against DynCorp International LLC and several of its former affiliatesInformation required with respect to this item is set forth inthe U.S. District Court for the Southern District of Florida, concerning the spraying of narcotic plant crops along the Colombian border adjacentNote 8 toEcuador. Three of the lawsuits, filed on behalf of the Providences of Esmeraldas, Sucumbíos, and Carchi in Ecuador, allege violations of Ecuadorian law, international law, and the statutes and common law of Florida, including negligence, trespass, and nuisance. The fourth lawsuit, filed on behalf of 1,663 citizens of the Ecuadorian provinces of Esmeraldas and Sucumbíos, alleges personal injury, various counts of negligence, trespass, battery, assault, intentional infliction of emotional distress, violations of the Alien Tort Claims Act, and various violations of international law. The DoS contract under which this work is performed provides indemnification to the Company against third-party liabilities arising out of the contract, subject to available funding.On May 29, 2003, Gloria Longest, a former accounting manager for the Company, filed suit against DynCorp International LLC under the False Claims Act and the Florida Whistleblower Statute, alleging that it submitted false claims to the government under the International Narcotics & Law Enforcement Affairs contract with the DoS. The action, titledU.S. ex rel. Longest v. DynCorp and DynCorp International LLC, was filed in the U.S. District Court for the Middle District of Florida under seal. The case was unsealed in 2005, and the Company learned of its existence on August 15, 2005 when it was served with the complaint. After conducting an investigation of the allegations made by the plaintiff, the U.S. government did not join the action. The complaint does not demand any specific monetary damages; however, a court ruling against the Company in this lawsuit could have a material adverse effect on its operating performance.On September 11, 2001, a class action lawsuit seeking $100.0 million on behalf of approximately 10,000 citizens of Ecuador was filed against DynCorp International LLC and several of its former affiliates in the U.S. District Court for the District of Columbia. The action alleges personal injury, property damage and wrongful death as a consequence of the spraying of narcotic plant crops along the Colombian border adjacent to Ecuador. The spraying operations were and continue to be conducted under a DoS contract in cooperation with the Colombian government. The terms of the DoS contract provide that the DoS will indemnify DynCorp International LLC against third-party liabilities arising out of the contract, subject to available funding. The Company is also entitled to indemnification by Computer Sciences Corporation in connection with this lawsuit, subject to certain limitations. Additionally, any damage award would have to be apportioned between the other defendants and the Company.General Legal MattersThe Company and its subsidiaries and affiliates are involved in various lawsuits and claims that have arisen in the normal course of business. In most cases, we have denied, or believe we have a basis to deny, liability. We have recorded, inthe consolidated financial statements,found elsewherein “Item 8. Financial Statements and Supplementary Data” of this Form 10-Kour best estimate of the aggregate liability that will result from these mattersandbelieve that these matters are adequately reserved. While itisnot possible to predict with certainty the outcome of litigation and other matters discussed above, it is the opinion of the Company's management, based in part upon opinions of counsel, insurance in force and the facts currently known, that liabilities in excess of those recorded, if any, arising from such matters would not have a material adverse effect on the results of operations, consolidated financial condition or liquidity of the Company over the long term.incorporated herein by reference.ITEM 4. [REMOVED AND RESERVED] U.S. Government InvestigationsPART IIThe Company is occasionally the subject of investigations by various agencies of the U.S. government. Such investigations, whether related to its U.S. government contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed upon the Company, or could lead to suspension or debarment from future U.S. government contracting.ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES On January 30, 2007, the Special Inspector General for Iraq Reconstruction ("SIGIR") issued a report on Company contract number S-LMAQM-04-C-0030, Task Order 0338, concerning the Iraqi Police Training Program. Among other items, the report raises questions about the Company's work under Task Order 0338 to establish a residential camp in Baghdad to house training personnel. Specifically, the SIGIR report recommends that the Director, Office of Acquisition Management, DoS, seek reimbursement from the Company of $4.2 million paid by the State Department for work that the SIGIR maintains was not contractually authorized. In addition, the SIGIR report recommends that the DoS request the DCAA to review two Company invoices totaling $19.1 million. In management's opinion and based on facts currently known, the above described matters raised in the SIGIR report will not have a material adverse effect on the Company's consolidated financial condition, results of operations or liquidity.U.S. Government AuditsU.S. Government AuditsMarket Information– The Company's contracts are regularly audited by the DCAA and other government agencies. These agencies review the Company's contract performance, cost structure and compliance with applicable laws, regulations and standards. The DCAA also reviews the adequacy of, and the Company's compliance with, its internal control systems and policies, including its purchasing, property, estimating, compensation and management information systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed. In addition, government contract payments received by the Company for allowable direct and indirect costs are subject to adjustment after audit by government auditors and repayment to the government if the payments exceed allowable costs as defined in the government contracts. In management's opinion, there are no outstanding U.S. government audit issues of this nature as of March 30, 2007 that could have a material adverse effect on the Company's consolidated financial condition, results of operations or liquidity.The Defense Contract Management Agency ("DCMA") formally notified the Company of non-compliance with Cost Accounting Standard ("CAS") 403, Allocation of Home Office Expenses to Segments, on April 11, 2007. The Company issued a response to the DCMA on April 26, 2007 with a proposed solution to resolve the non-compliance, which related to the allocation of corporate general and administrative costs between the Company's divisions. This issue is currently pending a DCMA response to the Company's April 26, 2007 letter. In management's opinion and based on facts currently known, the above described matters will not have a material adverse effect on the Company's consolidated financial condition, results of operations or liquidity.ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.NoneITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.Market InformationOur Class A
common stockCommon Stock is traded on theNew York Stock ExchangeNYSE under the symbol"DCP."“DCP”. The table below sets forth the high and low sales prices of our common stock based on intra-day high and low prices for the periods indicated:Fiscal year 2010
High Low Fiscal quarter ended:
April 2, 2010
$ 14.70 $ 10.10 January 1, 2010
$ 18.39 $ 12.86 October 2, 2009
$ 22.03 $ 15.74 July 3, 2009
$ 17.75 $ 12.73 Fiscal year 2009
High Low Fiscal quarter ended:
April 3, 2009
$ 16.26 $ 10.61 January 2, 2009
$ 16.07 $ 9.95 October 3, 2008
$ 18.75 $ 14.05 July 4, 2008
$ 18.28 $ 14.00 At June
4, 2007,1, 2010, the closing price of our common stock was $16.90 per share. There were 56,307,871 shares of our common stock outstanding and there were12 shareholdersapproximately 68 holders of record of our commonstock and approximately 2,900 beneficial owners. The following table sets forth the range of high and low prices per share of our common stock from the Equity Offering on May 4, 2006 and for periods as indicated below.stock.2007 Period High Low May 4, 2006 through June 30, 2006 $ 15.35 $ 10.22 Three months ended: September 29, 2006 13.05 8.87 December 29, 2006 16.83 9.41 March 30, 2007 17.78 14.50 Dividends
Immediately prior to the consummation of our Equity Offering, we declared an initial special Class B distribution of $100.0 million, payable upon the consummation of the offering and an additional special Class B distribution payable upon the exercise of the underwriters' over-allotment option, representing 50% of the aggregate net proceeds that we would have received from the sale of up to 3,750,000 additional shares of our Class A common stock. The initial special Class B distribution was made on May 9, 2006; since the underwriters failed to exercise their over-allotment option, the additional special Class B distribution was not paid. Our Class B common stock automatically converted on a one-for-one basis into Class A common stock once the underwriters' over-allotment option expired on June 2, 2006.We do not intend to pay cash dividends on our Class A common stock in the foreseeable future.We are a holding company that does not conduct any business operations of our own. As a result, we are dependent upon cash dividends,anddistributions and other transfers from our subsidiaries to make dividend payments on our Class Acommon stock.Common Stock. However, we have never paid, and do not intend to pay in the foreseeable future, cash dividends on our Class A Common Stock. The amounts available to us to pay cash dividends are restricted by oursubsidiaries'subsidiaries’ debt agreements. The declaration and payment of dividends are alsoaresubject to the discretion of our board of directors and depend on various factors, including our net income attributable to DynCorp International Inc., financialconditions,condition, cash requirements, future prospects and other factors deemed relevant by our board of directors.Recent SalesIssuer Repurchases ofUnregistered Securities; UseEquity SecuritiesOur board of
Proceeds from Registered SecuritiesThe following is a list of all securities sold or issued by the Company during the period covered by this Annual Report:In October 2005, as payment for the working capital adjustment (see Note 2directors authorized us tothe consolidated financial statements) in the amount of $65.5repurchase up to $25.0 millionwe issued 65,550 sharesper fiscal year of ourpreferred stock to Computer Sciences Corporation. We redeemed all of our preferred stock using proceeds from the Equity Offering.On May 9, 2006, the Company consummated an equity offering of 25,000,000 shares of itsoutstanding Class Acommon stock, par value $0.01 per share, at a price of $15.00 per share (the "Equity Offering"), less the underwriters' discount of 6% per share. The gross proceeds from the Equity Offering of $375 million, together with cash on hand, were used: (i) to redeem all of the Company's outstanding preferred stock, of which $222.8 million in stated amount, including accrued and unpaid dividends thereon, was outstanding as of May 9, 2006; (ii) to pay a special Class B distribution in the amount of $100.0 million, representing a return of capital of $95.9 million to DIV Holding LLC, the holder of the Company's common stock; (iii) to redeem $28.0 million of the Company'sCommon Stock and/or senior subordinated noteson June 8, 2006; (iv)during fiscal years 2009 and 2010. The Class A Common Stock portion was repurchased periodically in the open market or through privately negotiated transactions at our discretion, subject topay prepayment penaltiesmarket conditions, and in accordance with applicable federal and state securities laws and regulations. Shares of$8.4 million, $5.7 millioncommon stock repurchased under this authorization are held as treasury shares. Some ofwhich represented prepayment penalties onthese treasury shares were issued to settle vested restricted stock. There were no stock repurchases in theCompany's preferred stock and $2.7 millionfourth quarter ofwhich represented prepayment penalties on the Company's senior subordinated notes; and (v) to pay transaction expensesfiscal year 2010.Equity Compensation Plan Information
The following table provides information as of
approximately $30.0 million, including an underwriters' commission of $22.5 million, a fee of $5.0 million to Veritas Capital and approximately $2.5 million of miscellaneous fees and expenses relatedApril 2, 2010 with respect to theEquity Offering.Class A Common Stock that may be issued under the DynCorp International 2007 Omnibus Incentive Plan (“OIP”), approved by our stockholders on August 8, 2007. See further information regarding our equity stock plans in Note 11 to our consolidated financial statements.Plan Category
Number of Securities to
be Issued Upon Exercise of
Outstanding Options
Warrants and RightsWeighted-Average
Exercise Price of
Outstanding Options,
Warrants and RightsNumber of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plan (1)Equity compensation plans approved by security holders
782,398 N/A (2) 1,433,306 Equity compensation plans not approved by security holders
None N/A (2) None Total
782,398 N/A (2) 1,433,306 (1) Excluding securities to be issued upon exercise of outstanding options, warrants and rights. (2) Currently, we have issued both service based and performance based restricted stock units awards within our OIP, which do not have an exercise price. Stock Performance Graph
The chart below compares the cumulative total shareholder return on our
common sharesClass A Common Stock from our initial public offering on May 4, 2006 to the end of the fiscal year 2010 with the cumulative total return on the Russell 1000 Growth Index and our peer group, indicated below the table, for the same period. The comparison assumes the investment of $100.00 on May 4, 2006, and reinvestment of alldividends.dividends where applicable. Each company in our peer group is equally weighted. The shareholder return is not necessarily indicative of future performance.Figure 1
(1) Our peer group is composed of the following U.S. Federal Government service providers with whom we compete and/or have common business characteristics: AECOM Technology Corp. (ACM), CACI International Inc. (CAI), ITT Corporation (ITT), KBR Inc. (KBR), L-3 Communications Holdings Inc. (LLL), ManTech International Corp. (MANT), SAIC Inc. (SAI), SRA International Inc. (SRX), and Stanley, Inc. (SXE). 
SELECTED FINANCIAL DATA. ITEM 6. SELECTED FINANCIAL DATA.The selected consolidated financial information for the period from March 30, 2002 through March 7, 2003 has been derived from our consolidated financial statements, referred to as the "original predecessor period." On March 7, 2003, DynCorp and its subsidiaries, including our operating company, were acquired by Computer Sciences Corporation.The selected historical consolidated financial data
for the period from March 8, 2003 through March 28, 2003, as of and for the fiscal year ended April 2, 2004 and for the period from April 3, 2004 through February 11, 2005, the period of Computer Science Corporation's ownership, are derived from our consolidated financial statements, referred to as the "immediate predecessor period."On February 11, 2005, our operating company was sold by Computer Sciences Corporation to an entity controlled by Veritas Capital. The selected historical consolidated financial data as of April 1, 2005 and for the period from February 12, 2005 through April 1, 2005 and as of and forthe fiscal years ended April 2, 2010, April 3, 2009, March 28, 2008, March 30, 2007, and March 31, 2006and March 30, 2007 are derived from our consolidated financial statements, referred to asis presented the"successor period."table below.We use a 52/53-week fiscal year ending on the closest Friday to March 31. The period from April 3, 2004 to February 11, 2005 was a 45-week period. The fiscal year ended April 2, 2004 was a 53-week year. The period from March 30, 2002 to March 7, 2003 included 49 weeks. During the original predecessor period, DynCorp used a calendar year. Accordingly, the financial statements covered by that period were restated to 52/53-week fiscal year ends.This information should be read in conjunction with
"Management's“Item 7. Management’s Discussion and Analysis of Financial Condition and Results ofOperations"Operations” and the consolidated financial statements and related notes thereto included elsewhere in thisForm 10-K.Annual Report.Successor Original
PredecessorImmediate Predecessor Fiscal Year
EndedApril 3,
2004
to
Feb 11,
2005Fiscal
Year
Ended
April 2,
2004March 30,
2002
to
March 7,
200349 Days
Ended
April 1,
200521 Days
Ended
March 28,
2003(Dollars in thousands) March 30,
2007March 31,
2006Results of operations: Revenues $ 2,082,274 $ 1,966,993 $ 266,604 $ 1,654,305 $ 1,214,289 $ 59,240 $ 859,112 Cost of services (1,817,707) (1,722,089) (245,406) (1,496,109) (1,106,571) (53,482) (787,649) Selling, general and administrative expenses (107,681) (97,520) (8,408) (57,755) (48,350) (3,414) (40,316) Depreciation and amortization (43,401) (46,147) (5,605) (5,922) (8,148) (265) (351) Operating income 113,485 101,237 7,185 94,519 51,220 2,079 30,796 Interest expense (58,412) (56,686) (8,054) – – – – Interest on mandatory redeemable shares (3,002) (21,142) (2,182) – – – – Loss on early extinguishment of debt and preferred stock (9,201) – – – – – – Net earnings from affiliates 2,913 – – – – – – Interest income 1,789 461 7 170 64 2 43 Provision for income taxes (20,549) (16,627) (60) (34,956) (19,924) (852) (11,973) Net income (loss) 27,023 7,243 (3,104) 59,733 31,360 1,229 18,866 Cash flows provided (used) by operating activities 86,836 55,111 (31,240) (2,092) (6,756) 12,542 (10,331) Balance sheet data (end of period): Cash and cash equivalents $ 102,455 $ 20,573 $ 13,474 NA $ 6,510 $ 4,541 NA Working capital(1) 282,929 251,329 200,367 NA 104,335 58,295 NA Total assets 1,362,901 1,239,089 1,148,193 NA 579,829 481,097 NA Total debt (including current portion) 630,994 881,372 826,990 NA – – NA Shareholders' equity 379,674 106,338 96,918 NA 396,573 354,198 NA Other financial data: EBITDA(2) $ 163,438 $ 148,718 $ 12,896 $ 101,326 $ 60,072 $ 2,382 $ 31,781 Backlog(3) $ 6,132,011 $ 2,641,000 $ 2,040,000 NA $ 2,164,000 $ 2,028,000 NA Capital expenditures $ 9,317 $ 6,180 $ 244 $ 8,473 $ 2,047 $ 11 $ 1,011 (1)Working capital is defined as current assets, net of current liabilities.(2)We define EBITDA as GAAP net income before depreciation and amortization, interest expense, and income taxes. Our management uses EBITDA as a supplemental measure in the evaluation of our business and believes that EBITDA provides a meaningful measure of our performance because it eliminates the effects of period to period changes in taxes, costs associated with capital investments and interest expense. EBITDA is not a financial measure calculated in accordance with GAAP. Accordingly, it should not be considered inisolation or as a substitute for net income or other financial measures prepared in accordance with GAAP. When evaluating EBITDA, investors should consider, among other factors, (i) increasing or decreasing trends in EBITDA, (ii) whether EBITDA has remained at positive levels historically, and (iii) how EBITDA compares to our debt outstanding. We provide a reconciliation of EBITDA to GAAP net income. Because EBITDA excludes some, but not all, items that affect net income and may vary among companies, the EBITDA presented by the Company may not be comparable to similarly titled titled measures of other companies. EBITDA does not give effect to the cash we must use to service our debt or pay income taxes and thus does not reflect the funds generated from operations or actually available for capital investments.(3)Backlog data is as of the end of the applicable period.
Fiscal Years Ended April 2,
2010April 3,
2009March 28,
2008March 30,
2007March 31,
2006(Amounts in thousands) Results of operations:
Revenue
$ 3,585,262 $ 3,101,093 $ 2,139,761 $ 2,082,274 $ 1,966,993 Cost of services
(3,225,593 ) (2,768,962 ) (1,859,666 ) (1,817,707 ) (1,722,089 ) Selling, general and administrative
expenses
(106,401 ) (103,583 ) (117,919 ) (107,681 ) (97,520 ) Depreciation and amortization
(41,639 ) (40,557 ) (42,173 ) (43,401 ) (46,147 ) Operating income
211,629 187,991 120,003 113,485 101,237 Interest expense
(55,650 ) (58,782 ) (55,374 ) (58,412 ) (56,686 ) Interest on mandatory redeemable shares
— — — (3,002 ) (21,142 ) Loss on early extinguishment of debt, net
(146 ) (4,131 ) — (3,484 ) — Loss on early extinguishment of preferred stock
— — — (5,717 ) — Earnings from affiliates
5,202 5,223 4,758 2,913 — Interest income
542 2,195 3,062 1,789 461 Other income, net
1,035 145 199 — — Provision for income taxes
(51,893 ) (41,995 ) (27,999 ) (20,549 ) (16,627 ) Net income
110,719 90,646 44,649 27,023 7,243 Noncontrolling interests
(24,631 ) (20,876 ) 3,306 — — Net income attributable to DynCorp International Inc.
86,088 69,770 47,955 27,023 7,243 Basic earnings per share
1.53 1.22 0.84 0.49 0.23 Diluted earnings per share
1.52 1.22 0.84 0.49 0.23 Cash flows provided by operating activities
90,473 140,871 42,361 86,836 55,111 Cash flows used by investing activities
(88,875 ) (9,148 ) (11,306 ) (7,595 ) (6,231 ) Cash flows used in financing activities
(79,387 ) (16,880 ) (48,131 ) 2,641 (41,781 ) Balance sheet data (end of period):
Cash and cash equivalents
122,433 200,222 85,379 102,455 20,573 Working capital (1)
426,118 439,997 361,813 282,929 251,329 Total assets
1,782,617 1,539,214 1,402,709 1,362,901 1,239,089 Total debt (including Series A Preferred Stock)
552,147 599,912 593,162 630,994 881,372 Total shareholders’ equity attributable to DynCorp International Inc.
587,456 497,521 424,285 379,674 106,338 Total equity
593,278 508,257 420,979 379,674 106,338 Other financial data:
EBITDA (2)
236,857 217,557 174,820 163,438 148,718 Backlog (3)
5,571,636 6,297,903 5,961,000 6,132,011 2,641,000 Purchases of PP&E and software
46,046 7,280 7,738 9,317 6,180 (1) Working capital is defined as current assets, net of current liabilities. (2) We define Earnings before Interest, Taxes and Depreciation & Amortization (“EBITDA”) as Generally Accepted Accounting Principles (“GAAP’) net income attributable to DynCorp International Inc. adjusted for interest, taxes, depreciation and amortization, loss on extinguishment of debt, and a portion of other expense related to interest rate swap losses. We use EBITDA as a supplemental measure in the evaluation of our business and believe that EBITDA provides a meaningful measure of operational performance on a consolidated basis because it eliminates the effects of period to period changes in taxes, costs associated with capital investments and interest expense and is consistent with one of the measures we use to evaluate management’s performance for incentive compensation. EBITDA is not a financial measure calculated in accordance with GAAP. Accordingly, it should not be considered in isolation or as a substitute for net income attributable to DynCorp International Inc. or other financial measures prepared in accordance with GAAP. When evaluating EBITDA, investors should consider, among other factors, (i) increasing or decreasing trends in EBITDA, (ii) whether EBITDA has remained at positive levels historically, and (iii) how EBITDA compares to our debt outstanding. The non-GAAP measure of EBITDA does have certain limitations. It does not include interest expense, which is a necessary and ongoing part of our cost structure resulting from debt incurred to expand operations. EBITDA also excludes tax, depreciation and amortization expenses. Because these are material and recurring items, any measure, including EBITDA, which excludes them has a material limitation. To mitigate these limitations, we have policies and procedures in place to identify expenses that qualify as interest, taxes, loss on debt extinguishments, a portion of other expense related to interest rate swap losses, and depreciation and amortization and to approve and segregate these expenses from other expenses to ensure that EBITDA is consistently reflected from period to period. However, the calculation of EBITDA may vary among companies. Therefore, our EBITDA presented may not be comparable to similarly titled measures of other companies. EBITDA does not give effect to the cash we must use to service our debt or pay income taxes and thus does not reflect the funds generated from operations or actually available for capital investments. (3) Backlog data is as of the end of the applicable period. See “Item 1. Business” for further details concerning backlog. The following table presents a reconciliation of net income attributable to
Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA")DynCorp International Inc. to EBITDA for the periods included below.Successor Period Original
PredecessorImmediate Predecessor Period Fiscal Year
EndedApril 3,
2004
to
Feb 11,
2005Fiscal
Year
Ended
April 2,
2004March 30,
2002
to
March 7,
200349 Days
Ended
April 1,
200521 Days
Ended
March 28,
2003(Dollars in thousands) March 30,
2007March 31,
2006RECONCILIATION OF NET INCOME (LOSS) TO EBITDA: Net income (loss) $ 27,023 $ 7,243 $ (3,104) $ 59,733 $ 31,360 $ 1,229 $ 18,866 Income taxes 20,549 16,627 60 34,956 19,924 852 11,973 Interest expense and loss on early extinguishment of debt and preferred stock(1) 70,615 77,828 10,236 – – – – Depreciation and amortization 45,251 47,020 5,704 6,637 8,788 301 942 EBITDA $ 163,438 $ 148,718 $ 12,896 $ 101,326 $ 60,072 $ 2,382 $ 31,781 (1)Fiscal year ended 2007 includes the premium associated with the redemption of all of the outstanding preferred stock, premium on the redemption of a portion of the senior subordinated notes and write-off of deferred financing costs associated with the early retirement of a portion of the senior subordinated notes. These premiums and the write-off represent additional costs of financing and management of the Company's capital structure.
Fiscal Years Ended RECONCILIATION OF NET INCOME ATTRIBUTABLE
TO DYNCORP INTERNATIONAL INC. TO EBITDA:April 2,
2010April 3,
2009March 28,
2008March 30,
2007March 31,
2006(Amounts in thousands) Net income attributable to DynCorp International Inc.
$ 86,088 $ 69,770 $ 47,955 $ 27,023 $ 7,243 Income taxes
51,893 41,995 27,999 20,549 16,627 Interest expense, loss on early extinguishment of debt and preferred stock, and interest rate swap losses recorded in other income/expense (1)(2)
56,298 64,158 55,374 70,615 77,828 Depreciation and amortization
42,578 41,634 43,492 45,251 47,020 EBITDA
$ 236,857 $ 217,557 $ 174,820 $ 163,438 $ 148,718 (1) Fiscal year 2009 includes the costs associated with replacing our senior secured credit facility, as defined and further discussed in “Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations”, including the write-off of deferred financing fees. Also included is the premium on the redemption of a portion of the senior subordinated notes and write-off of deferred financing costs associated with the early retirement of a portion of the senior subordinated notes. These premiums and write-off represent additional costs of financing. In addition, we added back amounts associated with hedge accounting recorded in other income/expense. (2) Fiscal year 2007 includes the premium associated with the redemption of all of the previously outstanding preferred stock, premium on the redemption of a portion of the senior subordinated notes and write-off of deferred financing costs associated with the early retirement of a portion of the senior subordinated notes. These premiums and write-off represent additional costs of financing and our capital structure. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis
is provided to increase the understandingof our consolidated financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements, the notes thereto, andnotes.other data contained elsewhere in this Annual Report. Please see"Risk Factors"“Item 1A. Risk Factors” and"Forward-Looking Statements"“Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions associated with these statements. Unless otherwise noted, all amounts discussed herein are consolidated. All references in this Annual Report to fiscal years of the U.S. government pertain to the fiscal year, which ends on September 30th of each year.BusinessCompany OverviewWe are a global government services provider in support of U.S. national security and foreign policy objectives, delivering support solutions for defense, diplomacy, and international development. We are a leading provider of specialized mission-critical professional and support services outsourced
technical services to civilianby the U.S. military, non-military U.S. governmental agencies andmilitary government agencies.foreign governments. Our specific global expertise is in intelligence and law enforcement training and support, security services, base and logistics operations, rule of law development and construction management, platform services and operations, andaviation services and operations.linguist services. We also provide logistics support for allofour services.Our current customers include the DoS; the Army, Air Force, Navy and Marine Corps (collectively, the DoD); and commercial customers and foreign governments.As ofMarch 30, 2007,April 2, 2010, we hadover 14,600approximately 22,300 employees, including employees from our consolidated subsidiaries, in3338 countries,45approximately 60 active contracts ranging in duration from three to ten years andover 100approximately 127 active task orders. We have provided essential services to numerous U.S. government departments and agencies since 1951.OurDuring fiscal years 2006 through 2008, we conducted our operations through two reportable segments: GS and MTSS. On March 29, 2008, we divided our GS operating segment into two new segments, ISS and LCM, to enable us to better capitalize on businessstrategy is to further increase our revenues and earnings by expanding current business opportunities, capitalizing on industry trends, pursuing commercial and foreign governmentdevelopment opportunities andexpandingenhance ourdomestic service offerings.ongoing service. Our ISS operating segment consisted of our Law Enforcement and Security strategic business unit, our Specialty Aviation and Counter-Drug Operations strategic business unit and GLS, our joint venture for the INSCOM contract. Our LCM operating segment consisted of our Contingency and Logistics Operations strategic business unit and our Operations Maintenance and Construction Management strategic business unit and includes any work awarded under the LOGCAP IV. Our third segment was MTSS, which did not significantly change.On April 6, 2009, we announced a further reorganization of our business structure to better align with strategic markets and streamline our infrastructure. Under the new alignment, our three reportable segments were realigned into three new segments, two of which, GSDS and GPSS, are wholly-owned, and a third segment GLS, which is a 51% owned joint venture. The new structure became effective April 4, 2009, the start of our 2010 fiscal year.
In addition to the information presented below, Note 13 to our consolidated financial statements contains additional information about our operating segments and geographic areas in which we have conducted business during fiscal years 2010, 2009, and 2008. We have
a long-standing recordrecast the corresponding items ofproviding services in support of a broad array of highly complex platformssegment information during fiscal years 2009 andsystems that are vital2008 to conform to ourcustomers' operationsfiscal year 2010 segment presentation.As discussed in detail in the Definitive Proxy Statement, we entered into the Merger Agreement, pursuant to which, at the effective time of the Merger, Merger Sub will be merged with and
together with our predecessors,into the Company, and as a result the Company will continue as the surviving corporation and be a wholly owned subsidiary of Parent. The Merger Agreement was approved by the Board.Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of the Company’s Class A Common Stock, other than shares owned by the Company, Parent or Merger Sub, or by any stockholders who have
provided support servicesperfected and not withdrawn a demand for appraisal rights under Delaware law, will be canceled and will be automatically converted into the right to receive the $17.55 Per Share MergerConsideration, without interest. Additionally, the Company’s restricted stock units granted under the DynCorp International 2007 OIP will vest at the effective time of the Merger and will be converted into the right to receive the Per Share Merger Consideration.
Current Operating Environment and Outlook
External Factors
Over most of the last two decades, the U.S. government
for 55 years. We believe that the longevity and depth of our customer relationships have positioned us as a contractor of choice for our customers, creating a unique advantage and opportunity to cross-sell our capabilities to capture additional contract opportunities. The U.S. government is increasinghas increased its reliance onoutsourcing and has increased spending in our target markets.Operating EnvironmentWe are primarilythe private sector for aU.S. government contractor providing a broadwide range ofcritical technical services to civilianprofessional andmilitary government agencies and to a lesser extent, commercial customers. As a result, our operating performance for any time period is impacted primarily by trends in U.S. governmentsupport services. This increased use of outsourcingspending and the awarding of contracts and related payment terms which can have a significant effect on our business. The trends we monitor and the impact we believe they have on our business are discussed below.Increased Outsourcing by U.S. and Foreign Governments –We have seen and benefited from a continued trend toward outsourcing of servicesby the U.S. governmentparticularlyhas been driven by a variety of factors including: lean-government initiatives launched in the 1990s, surges in demand during times of national crisis, the increased complexity of missions conducted by the U.S. military and the DoS, increased focus of the U.S. military on war-fighting efforts and the loss of skills within theDoDgovernment caused by workforce reductions and retirements.The overall level of U.S. defense spending has increased in recent years for numerous reasons, including increases in funding of operations in Iraq and Afghanistan and the
DoS. These outsourcing trendsDoD’s modernization initiatives. However, the funding of our programs is subject to the overall U.S. government budget and appropriation decisions and processes which areseen both domesticallydriven by numerous factors, including geo-political events andinternationallymacroeconomic conditions, and are beyond our control. While these dynamics could place pressure on defense spending, we believe that, within the defense budget, weapon system acquisitions will be the most likely initial target for budget reductions, and operations and maintenance budgets will remain robust, driven by (i) the need to reset equipment coming out of Iraq, (ii) the logistics and support chain associated with repositioning of forces and eventual drawdown in Iraq and (iii) deployments into Afghanistan.Although the ultimate size of future defense budgets remains uncertain, current indications are that overall defense spending will continue to increase over the next few years, albeit at lower rates of growth relative to those of the last decade. We believe the following industry trends will result in continued strong demand in our target markets for the types of outsourced services we provide:
the continued transformation of military forces, leading to increased
deploymentoutsourcing ofU.S. resources overseas. The increase innon-combat functions, including life-cycle asset management functions ranging from organizational to depot level maintenance;an increased level and frequency of overseas deployment
has been in both frequencyandmagnitude,peacekeeping operations for the DoS andacross multipleDoD;increased maintenance, overhaul and upgrade needs to support aging military platforms;
increased outsourcing by foreign governments of maintenance, supply support, facilities management and construction management-related services; and
a shift by the U.S. government
agencies. For example,from single award to more multiple award IDIQ contracts, which may offer us an opportunity to increase revenue under these contracts by competing for task orders with the other contract awardees.During the last year, the U.S. began to drawdown troops in Iraq. Although the timeframe to complete the drawdown is uncertain, we believe that the U.S. will have a sizeable military and contractor presence in Iraq for at least the next four to six years. As a result, we expect our
GS segment has witnessedlevel of existing business involving Iraq to gradually diminish over the next four to six years. Nevertheless, we believe that we still have opportunities to win new Iraq based business with demand remaining strong over the next four to six years for logistics, equipment reset, training and mentoring of Iraqi forces and government agencies and translation services to support security and peacekeeping activities.On the other hand, President Obama ordered increases in troop levels in Afghanistan. We believe we are well positioned in Afghanistan to capitalize on increased U.S. government focus through many of our service offerings, including police training and mentoring, aircraft logistics and operations, infrastructure development, mine resistant and ambush protected or “MRAP” services, and logistics services under LOGCAP IV. Additionally, although some specific initiatives and priorities may change from year to year, the investments and acquisitions we made have been focused on aligning our business to address areas that have high growth potential, including intelligence training and rule of law development. However, the possibility remains that one or more of our programs could be reduced, postponed, or terminated as a result of the
U.S. government's trend toward outsourcing critical functions. Outsideadministration’s assessment ofthe U.S. government, we are seeing other countries, particularly the United Kingdom and United Arab Emirates, follow the U.S. government trend to outsource services. We believe that this provides additional markets for our existing services. Our GS reporting segment primarily provides outsourced law enforcement training, drug eradication, global logistics and personal physical security services to government and commercial customers in foreign jurisdictions. GS has grown revenues from $631.7 million for fiscal 2004 to $1.4 billion for fiscal 2007, or 65% of our total revenues. Although we expect to continue to see increases in government outsourcing for the foreseeable future, particularly in government technical support services and other non-combat related functions, the adoption of new laws or regulations that affect companies that provide services to the federal government or curtailment of the federal government's outsourcing of services to private contractors would significantly alter this positive trend.priorities.Increased Spending by Our Customers –Current Economic ConditionsThe DoD budget for fiscal 2008, excluding supplemental funding relating to operations in Iraq and Afghanistan, has been proposed to Congress at $481.4 billion, representing a 62% increase over fiscal 2001. The U.S. government budget for international development and humanitarian and international security assistance coordinated by the DoS has grown from approximately $15.0 billion in fiscal 2000 to a projected $25.0 billion in fiscal 2009 (a compound annual growth rate of 5.2%). As a result of the U.S. military's presence in the Middle East and abroad, we believe that this trend will continue for the foreseeable future and that we are well-positioned to benefit from this trend. Among the factors that could impact U.S. government spending and that would reduce our U.S. government contracting business are: a significant decline in, or reapportioning of, spending by the U.S. government, in general, or by the DoD or the DoS, specifically.Shift to More Multiple Awards in IDIQ Contracts –The trend in the service segment of the U.S. government has been to award more multiple award IDIQ contracts. We expect these trends to continue. Strong customer relationships combined with strong past performance will increase the probability of obtaining a customer's business under multiple award IDIQ contracts, as well as winning new procurements. In fiscal 2007 and 2006, 56.7% and 58.9% of our revenues were attributable to IDIQ contracts, respectively. Traditional government contracts typically have a base year award plus four to nine option years, limiting the competition to the 5-10 year contract cycle. Under multiple award IDIQ contracts, the customer has the ability to compete for the work more frequently among the contract holders, or even move the work on a sole source basis to one of the other providers. This trend toward multiple award IDIQ contracts could increase the volatility in our revenue but also potentially allows us to compete more frequently for work not previously secured.Shift from Cost-Reimbursement Contracts to Time-and-Materials or Fixed-Price Contracts –Our government contract services have three distinct pricing structures: fixed-price, time-and-materials and cost-reimbursement, representing approximately of 43%, 36% and 21% our revenues, respectively, for fiscal 2007, and approximately 34%, 38% and 28% of our revenues, respectively, for fiscal 2006.We believe that ourprofitabilityindustry and customer base are less likely to be affected by many of the factors generally affecting business and consumer spending. Our contract awards typically last one to five years and we have a strong history of being awarded a majority of the contract options. Additionally, since our primary customer is the federal government, we have not historically had significant issues with bad debt. However, we cannot be certain that the economic environment or other factors will not adversely impact our business, financial condition or results of operations in the future.Furthermore, we believe that our primary sources of liquidity such as customer collections and the remaining capacity under our senior secured credit facility will enable us to continue to
improveperform under our existing contracts and further grow our business. However, a longer term credit crisis could adversely affect our ability to obtain additional liquidity or refinance existing indebtedness on acceptable terms or at all, which could adversely affect our business, financial condition and results of operations.See “Item 1A. Risk Factors — Current or worsening economic conditions could adversely impact our business” for a discussion of the risks associated with the current economic condition.
Internal Factors
Our internal focus for success centers around five key principles:
Relentless Performance — Through a relentless mindset in meeting our commitments to our customers every day and in operating with absolute integrity and in accordance with our Code of Ethics and Business Conduct in all that we do.
Lean Enterprise — In order to further fuel our growth and invest in our people, we must generate additional investment capacity by ensuring that our infrastructure is as efficient as possible without jeopardizing our ability to perform.
Clear Strategic Investment — We must have clarity in our strategic priorities, and we must properly focus our investments in people, new program pursuits and efforts to penetrate new segments of the market.
New Business — Growing our business profitably starts with winning new business. This involves having a winning attitude across our enterprise, particularly in satisfying our current customers and competing for new business.
People — We must be the employer of choice with strong, trusted leadership, an employee-focused environment and a culture of mutual respect in which our employees are empowered and rewarded for serving our customers and ensuring their success.
We apply these key principles continuously as we
anticipate thatassess ourcustomers will continueoperational and administrative performance.Notable Fiscal Year 2010 Developments
In July 2009, we were awarded the LOGCAP IV task order in southern Afghanistan, with an estimated annual value of approximately $600 million. Ramp up activities began in September 2009.
In September 2009, we were awarded a contract by the U.S. Air Force to
shift away from cost-reimbursement to time-and-materials contracts and fixed-price contracts. We base our belief on recent trends in our revenues, the natureprovide aircraft maintenance support at Sheppard Air Force Base. The value of thecontractscontract is $31.2 million for the base period, and a potential maximum value of $256 million over seven years, if all options are exercised. Operations began in October 2009.During the second quarter of fiscal year 2010, we purchased helicopters in support of our new WPPS air services task order. Given the availability of customer assets to support this program, we mutually agreed to a task order modification under which the customer has supplied its own helicopters. As a result, we plan to utilize all but three of the purchased helicopter assets on
which we are biddinganother program. We have sold one and plan to sell thefavorable pricing structureremaining two helicopters thatexists within fixed-price and time-and-materials contracts. We assume financial risk on time-and-materials and fixed-price contracts, because we assume the risk of performing those contracts at the stipulated prices or negotiated hourly rates. Ifwe do notaccurately estimate ultimate costs and control costs during performanceintend to use in other programs.We were awarded a WPPS task order that was originally expected to ramp up in the second quarter of
the work, we could lose money on a particular contract or have lower than anticipated margins. The movement from cost type contractsfiscal year 2010, but was delayed due totime-and-materials or fixed-price contracts, while increasing our risks, allows us the opportunity to earn higher margins.Increased Maintenance, Overhaul and Upgrades ("O&M") needed to Support Aging Military Platforms –Another trend we monitor to determine our future strategy is the age and use of weapon systems. The high-visibility/high-cost weapons systems tend to be the target of budget reductions, while the O&M budget continues to grow as a percentage of the total budget. The O&M portion of the DoD budget, which includes the majoritychanges in customer requirements. Most of the services are now being delivered under the INL Air Wing program, which commenced in the third quarter of fiscal year 2010.On the GLS program, we
provide, is the largest and fastest growing segment of DoD military spending. Also, as the purchase of new weapons systems is delayed or cancelled, the current weapons systems continue to age and require increased maintenance. This aging, combinedcompleted negotiations with theincreased usecustomer to modify our largest task order to include a ceiling for recoverable cost ofthe equipment, often in harsh environments, provides opportunities for the services we offer.Competition –We believe that the favorable industry trends that we anticipate may also attract additional competition by certain existing and potential competitors. We compete with various entities across geographic and business lines. Some of our competitors have greater financial and other resources than we do or are better positioned than we are to compete for contract opportunities. In addition, we are at a disadvantage when bidding for contracts put up for re-competition for which we are not the incumbent provider, because incumbent providers are frequently able to capitalize on customer relationships, technical knowledge and pricing experience gained from their prior service.We have aligned and report our business operations through two reporting segments: GS and MTSS.GS Segment ActivityGS, with revenues of approximately $1.4 billion, $1.3 billion and $1.2 billion for fiscal years 2007, 2006 and 2005, respectively, provides outsourced technical services to government agencies, and commercial customers worldwide. GS consists of the four operating units (i) Law Enforcement and Security, (ii) Contingency and Logistics Operations, (iii) Operations Maintenance and Construction Management, and (iv) Specialty Aviation and Counter-drug Operations.Law Enforcement and Security –This operating unit provides international policing and police training, judicial support, immigration support and base operations. In addition, it provides security and personal protection for diplomats, designs, installs and operates security systems and develops security software, smart cards and biometrics for use by government agencies and commercial customers.Contingency and Logistics Operations –This operating unit provides peace-keeping support, humanitarian relief, de-mining, worldwide contingency planning and other rapid response services. In addition, it offers inventory procurement and tracking services, equipment maintenance, property control, data entry and mobile repair services.Operations Maintenance and Construction Management –This operating unit provides facility and equipment maintenance and control and custodial and administrative services. In addition, it provides civil, electrical, infrastructure, environmental and mechanical engineering and construction management services.Specialty Aviation and Counter-drug Operations –This operating unit provides services including drug eradication and host nation pilot and crew training.MTSS Segment ActivityMTSS, with revenues of approximately $720.0 million, $700.0 million and $690.0$752 million forfiscal years 2007, 2006 and 2005, respectively, offersOption Year 1. While this resulted in a cumulative reduction in revenue, thefollowing services:Aviation Services and Operations– Our aviation services and operations include aircraft fleet maintenance, depot augmentation, aftermarket logistics support, aircrew services and training, ground equipment maintenance and modifications, quality control, FAA certification, facilities and operations support, aircraft scheduling and flight planning and the provisioningimpact, net ofpilots, test pilots and flight crews. Services are provided from both main base locations and forward operating locations.Aviation Engineering –Our technicians manufacture and install aircraft modification programs for a broad range of weapons systems and aircraft engines.award fee, was not material to our financial results. Inaddition, we provide services such as engineering design, kit manufacturing and installation, field installations, configuration management, avionics upgrades, cockpit and fuselage redesign and technical data, drawings and manual revisions.Aviation Ground Equipment Support –Our services include ground equipment support, maintenance and overhaul, modifications and upgrades, corrosion control, engine rebuilding, hydraulic and load testing and serviceability inspections. We provide these services worldwide and offer both short and long duration field teams. As of March 30, 2007, we employed over 850 mechanics, technicians and support personnel who perform depot level overhaul of ground support equipment for U.S. Navy and U.S. Coast Guard programs and provide depot level ground support equipment at 20 worldwide locations.Ground Vehicle Maintenance –Our ground vehicle maintenance services include vehicle maintenance, overhaul and corrosion control and scheduling and work flow management. We perform maintenance and overhaul on wheeled and tracked vehicles for the U.S. Army and U.S. Marine Corps, in support of their pre-positioning programs. We also provide overall program management, logistics support, tear down and inspection of equipment cycled off of pre-positioned ships.Explanation of Reporting Periods and Basis of PresentationThe 2005 Acquisition– On December 12, 2004, Veritas Capital and its subsidiary, DynCorp International (formerly known as DI Acquisition Corp.), entered into a purchase agreement with Computer Sciences Corporation and DynCorp whereby DynCorp International agreed to acquire our operating company, a wholly owned subsidiary of DynCorp (the "2005 Acquisition"). DynCorp International assigned its rights to acquire our operating company to DI Finance LLC, or DI Finance, its wholly owned subsidiary. Immediately after the consummation of the 2005 Acquisition on February 11, 2005, DI Finance was merged with and into our operating company. Our operating company survived the merger and is now a wholly owned subsidiary of DynCorp International.The purchase price for the 2005 Acquisition was $937.0 million after giving effect to a net working capital adjustment in favor of Computer Sciences Corporation in the amount of $65.6 million and $6.1 million of accumulated dividends inconnection with these negotiations, our customer exercised another option under thepreferred stock issued for satisfaction of the working capital adjustment. Of the $937.0 million purchase price, $775.0 million was paid in cash, $140.6 million was paidtask order covering a period from December 2009 toComputer Sciences Corporation in the form of our preferred equity, $6.1 million represents accumulated dividendsJune 2010.We purchased Phoenix on
the preferred stock issued in connection with the working capital adjustmentOctober 19, 2009 andthe remaining amounts were transaction expenses.In addition to the issuance of preferred stock to Computer Sciences Corporation and the additional preferred stock equity investment as discussed above, the 2005 Acquisition was funded by:•borrowings under our Senior Secured Credit Facility, consisting of a $345.0 million term loan which was drawn down at closing, and a $90.0 million revolving credit facility, as amended, which was drawn down by $20.0 million shortly after closing;•the senior subordinated notes offering of $320.0 million by our operating companies; and•a common equity investment in us of $86.0 million by Veritas Capital and $14.0 million by the Northwestern Mutual Life Insurance Company.
Additional discussion of our senior credit facilities and subordinated notes is included inCasals on January 22, 2010. See Note816 to our consolidated financialstatements.statements for additional discussion.AsOn December 16, 2009, we filed a
resultpre-award protest with the Government Accountability Office (“GAO”) concerning the planned procurement of training and mentoring of police and government personnel in Afghanistan by the DoD through task orders issued by the U.S. Army Space and Missile Defense Command Counter-Narcoterrorism Technology Program Office (“CNTPO”). On March 15, 2010 the GAO announced its ruling in favor of our protest of the2005 Acquisition, our assets and liabilities have been adjusted to their estimated fair value. The excessissuance of task order request for proposals by the Department of thetotal purchase price overArmy for training and facilities support for thefair valueMinistry of Interior and Afghan National Police. The DoD is expected to issue the request for proposal for the contract during the second quarter of ourassets has been allocated to goodwill and other intangible assets.Reporting period explanation– As discussed above, on February 11, 2005, our operating company was sold by Computer Sciences Corporation to an entity controlled by Veritas Capital. The financial statements from March 8, 2003 to February 11, 2005, the period of Computer Sciences Corporation ownership, are referred to as the "immediate predecessor period" statements. We refer to financial statements from and after February 12, 2005 as the "successor period" statements.Pro forma financial information– We are providing the following supplemental comparative financial information on a pro forma and combined basis for the immediate predecessor and successor for the fullfiscal yearended April 1, 2005 as if2011, and theacquisitionCompany intends to propose on the contract.We have historically participated in a collaborative arrangement with two other partners on LOGCAP IV. In November 2009, a U.S. grand jury indicted one of our collaborative partners, Agility, on charges of fraud and conspiracy, alleging that it overcharged the U.S. Army on $8.5 billion worth of contracts to provide food to soldiers in Iraq, Kuwait and Jordan. Although Agility was
effective at the beginning of the fiscal year. The information is derived from the application of pro forma adjustments to the historical statement of operations of the immediate predecessor for the period from April 3, 2004 to February 11, 2005 as if the 2005 Acquisition occurred on April 3, 2004. The statement of operations for the 49 days ended April 1, 2005 represents the historical results of the successor company.The pro forma adjustments are describedassociated with our LOGCAP IV collaborative arrangement, these allegations were inthe notes to the pro forma statement of operations and are based on available information and assumptions that management believes are reasonable. The pro forma statement of operations is not necessarily indicative of the future results of operations of the successor company or results of operations of the successor company that would have actually occurred had the 2005 Acquisition been consummated as of April 3, 2004. Unless otherwise indicated, references in this section to results for the full year of fiscal 2005 reflect pro forma and combined results of the immediate predecessor and successor periods. These pro forma results should be read in conjunction with the consolidated financial statements, related notes and other consolidated financial information included elsewhere in this Form 10-K.Pro Forma Financial InformationImmediate
PredecessorSuccessor Pro Forma
Combined
Fiscal Year
Ended
April 1, 2005(Dollars in thousands) April 3, 2004
to
February 11, 200549 Days
Ended
April 1, 2005Adjustments Revenues $ 1,654,305 $ 266,604 $ – $ 1,920,909 Cost of services (1,496,109) (245,406) – (1,741,515) Selling, general and administrative expenses (57,755) (8,408) 775 (1) (65,388) Depreciation and amortization expense (5,922) (5,605) (34,009) (2) (45,536) Total costs and expenses (1,559,786) (259,419) (33,234) (1,852,439) Operating income 94,519 7,185 (33,234) 68,470 Interest expense – (8,054) (47,414) (3) (55,468) Interest on mandatory redeemable shares – (2,182) (18,960) (4) (21,142) Interest income 170 7 – 177 Income (loss) before income taxes 94,689 (3,044) (99,608) (7,963) Provision for income taxes (34,956) (60) 30,153 (5) (4,863) Net income (loss) $ 59,733 $ (3,104) $ (69,455) $ (12,826) Segment Information
Revenues:
Government Services $ 1,059,713 $ 173,007 $ – $ 1,232,720 Maintenance and Technical Support Services 594,480 93,674 – 688,154 Other 112 (77) – 35 Consolidated $ 1,654,305 $ 266,604 $ – $ 1,920,909 Operating income: Government Services $ 68,198 $ 3,447 $ (24,821) $ 46,824 Maintenance and Technical Support Services 27,755 3,662 (8,106) 23,311 Other (1,434) 76 (307) (1,665) Consolidated $ 94,519 $ 7,185 $ (33,234) $ 68,470 Cash flow data: Net cash used in operating activities $ (2,092) $ (31,240) $ – $ (33,332) Net cash used in investing activities (10,707) (869,394) – (880,101) Net cash provided by financing activities 14,325 906,072 – 920,397 (1)The annual management fee is $300, $25 of which is reflected under selling, general and administrative for the successor period and which is offset by management retention bonuses expensed during the successor period of $1,050.(2)Reflects the change in intangible amortizationno way related to theadjustmentwork performed under LOGCAP IV. Effective December 16, 2009, we removed Agility as a collaborative partner on the LOGCAP IV contract and terminated the work under existing task orders. We have transitioned Agility’s responsibilities on our current task orders with no adverse affect toestimated fair valueus. In April 2010, Agility filed an arbitration demand, asserting claims for breach ofintangible assetscontract, and fiduciary duty and unjust enrichment. Agility is seeking a declaration that it is entitled to a 30% share of thechange in estimated lives.(3)Represents the increase in interest expense to reflect the new capital structure and the amortization of financing costsLOGCAP IV fees over thetermslife of thecorresponding debt. A summary follows (dollars in thousands):
contract. We have filed a request to dismiss the arbitration demand as we believe our right to remove Agility as a collaborative partner was justified and permissible. We intend to vigorously defend against Agility’s claims.In February 2010, we were awarded a contract from the U.S. Army Research, Development and Engineering Command (“RDECOM”) to assist the Combined Security Transition Command-Afghanistan (“CSTC-A”) and NATO Training Mission (“NTM”) by providing mentors and trainers to
Year EndedApril 1, 2005Interest on Term Loan$21,735Interest on Senior Subordinated Notes30,400Senior Administrative Agent Fee100Undrawn Facility Fee375Amortization of Deferred Financing Fees2,858Total Expense$55,468develop the Afghanistan Ministry of Defense (“MOD”). This cost-plus-fixed-fee contract has a two-year base period valued at $157.8 million, including a 60-day phase-in period. The total potential contract value is $232.4 million if the one-year option period is exercised. This award is currently under protest but we expect the award to be upheld and operations to begin in July 2010.
(4)RepresentsDuring fiscal year 2010, we continued to encounter cost overruns in our Afghanistan construction projects, within our infrastructure service offering, due to significant challenges including the deteriorating security environment and issues with passing equipment through customs in Afghanistan. Our fiscal year 2010 results included a
fullloss on Afghanistan construction of $16.5 million, including $6.5 million related to the fourth fiscal quarter. We expect to complete our remaining construction projects in fiscal year 2011 and expect to earn approximately $11 million in revenue and incur approximately $11 million in costs, net ofaccreted valuereserve releases, in fiscal year 2011. Subsequently, this strategic business area is expected to become idle as we do not expect to bid onour preferred stock.(5)Based on an effective tax rateany similar firm fixed-price contracts without revised terms and conditions.On March 29, 2010, we received a favorable appellate court decision related to the Worldwide Network Services (“WWNS”) case. The appellate court vacated the jury’s award of
36.9%,punitive damages, whichisallowed us to reverse a $10 million dollar legal reserve in thehistorical rate forfourth quarter of fiscal year 2010. See theperiod April 3, 2004 to February 11, 2005 and is the expected approximate effective tax rate for successor operations.Consolidated Results of Operations discussion for more detail.
Subsequent to the end of fiscal year 2010, on April 11, 2010, we entered into an agreement to be acquired by an affiliate of Cerberus Capital Management, L.P. See “Item 1. Business — Recent Developments — Merger Agreement” for additional detail.
Fiscal Year Ended
March 30, 2007April 2, 2010 Compared to Fiscal Year EndedMarch 31, 2006April 3, 2009Consolidated Results of Operations
The following
tables settable sets forth, for the periods indicated, our consolidated results of operations, both in dollars and as a percentage ofrevenues:Successor Fiscal Year Ended (Dollars in thousands) March 30, 2007 March 31, 2006 Revenues $ 2,082,274 100.0% $ 1,966,993 100.0% Cost of services (1,817,707) (87.3%) (1,722,089) (87.5%) Selling, general and administrative expenses (107,681) (5.2%) (97,520) (5.0%) Depreciation and amortization expense (43,401) (2.1%) (46,147) (2.4%) Operating income 113,485 5.4% 101,237 5.1% Interest expense (58,412) (2.8%) (56,686) (2.9%) Interest on mandatory redeemable shares (3,002) (0.1%) (21,142) (1.1%) Loss on early extinguishment of debt and preferred stock (9,201) (0.4%) – 0.0% Net earnings from affiliates 2,913 0.1% – 0.0% Interest income 1,789 0.1% 461 0.0% Income before taxes 47,572 2.3% 23,870 1.1% Provision for income taxes (20,549) (1.0%) (16,627) (0.8%) Net income $ 27,023 1.3% $ 7,243 0.3% Consolidatedrevenue:Fiscal Years Ended April 2, 2010 April 3, 2009 (Amounts in thousands) Revenue
$ 3,585,262 100.0 % $ 3,101,093 100.0 % Cost of services
(3,225,593 ) (90.0 )% (2,768,962 ) (89.3 )% Selling, general and administrative expenses
(106,401 ) (3.0 )% (103,583 ) (3.3 )% Depreciation and amortization expense
(41,639 ) (1.2 )% (40,557 ) (1.3 )% Operating income
211,629 5.9 % 187,991 6.1 % Interest expense
(55,650 ) (1.6 )% (58,782 ) (1.9 )% Loss on early extinguishment of debt, net
(146 ) (0.0 )% (4,131 ) (0.1 )% Earnings from affiliates
5,202 0.1 % 5,223 0.2 % Interest income
542 0.0 % 2,195 0.1 % Other income, net
1,035 0.0 % 145 0.0 % Income before taxes
162,612 4.5 % 132,641 4.3 % Provision for income taxes
(51,893 ) (1.4 )% (41,995 ) (1.4 )% Net income
110,719 3.1 % 90,646 2.9 % Noncontrolling interests
(24,631 ) (0.7 )% (20,876 ) (0.7 )% Net income attributable to DynCorp International Inc.
$ 86,088 2.4 % $ 69,770 2.2 % Revenues –Revenue —Revenues in theRevenue for fiscal yearended March 30, 20072010 increasedby $115.3$484.2 million, or5.9%15.6%, as comparedwith theto fiscal yearended March 31, 2006. 82% of the increase is attributable to the GS segment, with the remaining 18% attributable to the MTSS2009, reflecting increases in our GSDS and GLS operating segments which were partially offset by a decline inour GPSS operating segment. The increase
as more fully described in the results by segment, iswas primarilya result of additional services provideddriven by theGS segment underramp up of theAfrican Peacekeeping and Air-Wing drug eradication contracts. In addition, a higher number of international police liaison officers were deployed in the Middle East under the Civilian PoliceLOGCAP IV program andincreased aviation maintenance services were provided bytheMTSS segment.benefit of a full twelve months of revenue including award fees from the Intelligence and Security Command (“INSCOM”) contract, as compared to the INSCOM ramp up period, which occurred during the first quarter of fiscal year 2009. Our acquisitions of Phoenix and Casals also contributed to our revenue growth.CostsCost of services–—CostsCost of servicesareis comprised of direct labor, direct material, subcontractor costs, other direct costs and overhead. Other direct costs include travel, supplies and other miscellaneous costs.CostsCost of servicesin thefor fiscal yearended March 30, 20072010 increasedby $95.6$456.6 millionor 5.6%,as comparedwith theto fiscal yearended March 31, 2006.2009, primarily due to revenue growth. As a percentage of revenue,costs of services decreased to 87.3% for fiscal year ended March 30, 2007 from 87.5% for fiscal year ended March 31, 2006. The factors contributing to the decrease incost of servicesasincreased to 90.0% of revenue in fiscal year 2010 from 89.3% of revenue in fiscal year 2009. This increase was primarily driven by lower fiscal year 2010 margins on our CFT and CivPol programs, including a higher percentage of CivPol revenuewere (i) continued strong performance of fixed-pricecoming from cost-reimbursable type task ordersunderand theCivilian Policeimpact of the fee sharing arrangement with our collaborative partners on the LOGCAP IV program. Partially offsetting this cost increase was effective cost management efforts on certain programs in our GPSS segment, higher award fees on the INSCOM contract that had no corresponding costs, andAir-Wing programs; (ii) improved contract mix resulting from a larger proportion of higher-margin fixed-price and time-and-materials contracts; (iii) contract modifications forlower losses associated with our Afghanistan constructionefforts in Afghanistan completed in earlier periods; and (iv) wage pass-through claims within the MTSS segment. These factors were offset by: (i) operating costs in excess of contract funding to complete a base camp in Iraq in the second quarter of fiscal 2007; and (ii) the suspension of a security contract with a customer in Saudi Arabia.programs.Selling, general and administrative expenses
("(“SG&A"&A”)–—SG&A primarily relates to functions such as corporate management, legal,financialfinance, accounting, contracts and administration, human resources, management information systems, purchasing and business development. SG&Ais impacted by growth in our underlying business, various initiatives to improve organizational capability, compliance and systems improvements. SG&A in thefor fiscal yearended March 30, 20072010 increased$10.2$2.8 million, or10.4%2.7%, comparedwith theto fiscal yearended March 31, 2006. In addition, as2009. As a percentage of revenue, SG&Aincreased slightlydecreased by 0.3%. This decrease was primarily attributable to5.2% forthe reversal of a $10.0 million legal reserve in the fourth quarter of fiscal year 2010 related to a favorable appellate court decision on the WWNS case as described in the “Notable Fiscal Year 2010 Developments” section above. Also contributing to the comparative decrease was the fiscal yearended March 30, 2007 from 5.0% for the fiscal year ended March 31, 2006. Factors contributing2009 severance charges related tothe increase for the fiscal year ended March 30, 2007 includeour former Chief Executive Officer (“CEO”) and former GPSS president. Partially offsetting this was an increase in SG&A costs associated with higher business development costs incurred in support of our growth andan increase in corporate administrativeseverance costsprimarily the result of developing these functions as an independent company. In addition, fiscal 2007 SG&A includes $6.5 million related to severance expenses for certain former executives and bonus compensationassociated with theCompany's Equity Offering. Offsetting these increasestermination without cause of our former Senior Vice President and Chief Compliance Officer, approximately $0.6 million of which was unrecoverable. Additionally, we incurred approximately $3.2 million in costs associated with our two acquisitions and the proposed merger, $2.9 million of costs associated with retention related compensation expenses connected to our acquisitions and $0.4 million in costs associated with the filing of a$7.0 million reduction in bad debt expense compared to fiscal 2006.Form S-3 registration statement.Depreciation and amortization
–—Depreciation and amortization for fiscal year 2010 of $41.6 million increased $1.1 million, or 2.7%. This increase was primarily due to incremental depreciation and amortization associated with our technology transformation initiative, which began to ramp up during the second quarter of fiscal year 2010. This investment to modernize and upgrade our IT systems will enable more efficient and effective utilization of IT applications, provide better redundancy and reliability, integrate systems that were previously disconnected and support future growth. Also impacting the increase was the amortization of the intangible assets acquired in our purchase of Phoenix and Casals.Interest expense — Interest expense for fiscal year 2010 decreased by $3.1 million, or 5.3%, as compared to fiscal year 2009. The decrease in interest expense was primarily due to a lower principal balance stemming from the excess cash flow principal payment on our senior credit facility and repurchases of senior subordinated notes that occurred in fiscal year 2010, as further discussed in the “Liquidity and Capital Resources” section and Note 7 to our consolidated financial statements. Also impacting the decrease was one less week of interest expense during fiscal year 2010, as compared to fiscal year 2009. In addition to the change in interest expense, Loss on early extinguishment of debt of $0.1 million was lower in fiscal year 2010 than the $4.1 million incurred in fiscal year 2009, primarily due to the fiscal year
ended March 30, 2007 decreased $2.72009 write-off of deferred financing fees associated with our extinguished senior secured credit facility, as further discussed in Note 7 to our consolidated financial statements.Income tax expense —Our effective tax rate of 31.9% for fiscal year 2010 increased from 31.7% for fiscal year 2009. Our effective tax rate was impacted by the tax treatment of our GLS and DynCorp International FZ-LLC (“DIFZ”) joint ventures, which are consolidated for financial reporting purposes but are not consolidated for tax purposes.
Noncontrolling interests —Noncontrolling interests reflect the impact of our joint venture partners’ interest in our consolidated joint ventures, GLS and DIFZ. For fiscal year 2010, noncontrolling interests for GLS and DIFZ were $21.5 million and $3.1 million, respectively, as compared to $18.5 million and $2.4 million, respectively, for fiscal year 2009.
Results by Segment
The following table sets forth the revenue and operating income for the GSDS operating segments, for fiscal year 2010, as compared to fiscal year 2009.
Global Stabilization & Development Solutions
Fiscal Years Ended Change April 2, 2010 April 3, 2009 (Amounts in thousands) Revenue
$ 1,636,242 $ 1,085,229 551,013 Operating income
$ 74,409 $ 49,560 24,849 Revenue — Revenue for fiscal year 2010 increased $551.0 million, or
6%50.8%, as compared to fiscal year 2009. The increase primarily resulted from the following:Training & Mentoring: Revenue of $713.7 million decreased $18.6 million, or 2.5%, primarily due to declines in our CivPol program due to lower rates in both Iraq and Afghanistan stemming from changes in the contract type from firm fixed-price to cost-reimbursement and reductions in services in Iraq due to the U.S. troop drawdown. Partially offsetting this was a scope increase in our WPPS security services task order in Iraq and a new WPPS security services task order in Pakistan. Also offsetting the decrease was our new MNSTC-I program, which launched in the third quarter of fiscal year 2009. We expect Training & Mentoring revenue to increase in fiscal year 2011, primarily due a recent contract award to support the Afghanistan Ministry of Defense and increases on our WPPS programs, which are expected to be partially offset by reductions to our CivPol program. Future revenue may also be impacted by the outcome of the proposed operational transition of the CivPol Afghanistan program to the DoD from the DoS and any associated re-compete which we expect could occur in the summer or fall of 2010. See our discussion above in “Notable Fiscal Year 2010 Developments” for further details regarding the re-competition of this contract.
Logistics: Revenue of $586.8 million increased $582.1 million, primarily due to increases from the ramp-up of our task orders on our LOGCAP IV program. We expect significant revenue growth in fiscal year 2011, primarily due to a full year of operations on the current task orders on the LOGCAP IV program.
Operations & Development: Revenue of $322.8 million decreased $24.7 million, primarily due to the termination of an airport construction contract in Africa, which occurred in the first quarter of fiscal year 2009, offset by increased service levels in our AFRICAP/Africa Peacekeeping program. Revenue related to our Afghanistan construction was flat. We expect fiscal year 2011 revenue related to our Afghanistan construction to decline as the remaining projects are expected to be completed in the first half of fiscal year 2011. We do not expect to bid on any similar fixed-price contracts in Afghanistan without revised terms and conditions, which may impact future revenue in this service offering by limiting the construction opportunities available to us.
Intelligence Training and Solutions: Revenue of $13.0 million represents Phoenix revenue from October 19, 2009 through April 2, 2010. We expect future increases in revenue as we look to leverage our investment in this service offering through the pursuit of new contracts and the benefit of a full year of operations.
Operating Income —Operating income of $74.4 million for fiscal year 2010 increased $24.8 million, or 50.0%, as compared with the fiscal year
ended March 31, 2006.2009. Fiscal year 2010 results were positively affected by a $10.0Interest expense –Interest expense in the fiscal year ended March 30, 2007 increased by $1.7million
or 3.0%, as compared with the fiscal year ended March 31, 2006. The interest expense incurred relates to our Senior Secured Credit Facility, revolving credit facility, senior subordinated notes and amortizationreversal ofdeferred financing fees. The increase is due to the higher interest expenselegal reserve related to theSenior Secured Credit Facility from increasing variable interest rates duringWWNS issue (see Note 8 to our consolidated financial statements for additional discussion). Also contributing to the increase was an expansion in services on our LOGCAP IV Program, WPPS programs in Iraq and Pakistan and our MNSTC-I program, and non-recurring revenue of $5.8 million on our WPPS program. Additionally, our Afghanistan Construction programs incurred lower fiscal yearended March 30, 2007. Partially offsetting the higher variable rate interest expense was lower interest incurred on the senior subordinated notes, which have a fixed interest rate of 9.5%, due to the partial redemption in connection with the Equity OfferingInterest on mandatory redeemable shares –Interest on the mandatory redeemable shares, or preferred stock, was $3.0 million for the fiscal year ended March 30, 2007, compared to $21.1 million for the fiscal year ended March 31, 2006. All of our outstanding preferred stock was redeemed in connection with our Equity Offering in May 2006, resulting in a shorter time outstanding, compared to the fiscal year ended March 31, 2006.Loss on debt extinguishment and preferred stock –In conjunction with our Equity Offering in May 2006, we incurred: (i) a premium of $5.7 million associated with the redemption of all of our outstanding preferred stock; (ii) a premium of $2.7 million related to the redemption of a portion of our senior subordinated notes; and (iii) the write-off of $0.8 million in deferred financing costs associated with the early retirement of a portion of our senior subordinated notes.Tax expense and tax rate– We had an effective tax rate of 43.2% for the fiscal year ended March 30, 2007. In connection with our Equity Offering, we redeemed, at a premium, all of our mandatory redeemable shares, or preferred stock, outstanding. This premium is considered a discreet item for tax purposes and is not deductible. In addition, we incurred interest expense on our mandatory redeemable shares that is not deductible. Our effective tax rate before consideration of the discreet item and the interest on mandatory redeemable shares was 36.5%.Results by SegmentThe following table sets forth the revenues and operating income for our GS and MTSS operating segments, both in dollars and as a percentage of our consolidated revenues for segment revenue and as a percentage of segment specific revenue for operating income, for the fiscal year ended March 30, 20072010 losses as compared tothefiscal yearended March 31, 2006.Successor For the Fiscal Year Ended (Dollars in thousands) March 30, 2007 March 31, 2006 Revenues Government Services $ 1,359,556 65.3% $ 1,264,586 64.3% Maintenance & Technical Support Services 722,718 34.7% 702,407 35.7% Consolidated $ 2,082,274 100.0% $ 1,966,993 100.0% Operating Income Government Services 97,515 7.2% 93,637 7.4% Maintenance & Technical Support Services 18,323 2.5% 10,017 1.4% Other(1) (2,353) NA (2,417) NA Consolidated $ 113,485 5.5% $ 101,237 5.1% (1)Represents equity-based compensation expense.
Government Services2009. Partially offsetting this increase was lower profitability on our CivPol program as a result of the final close out of several firm fixed-price task orders during the second quarter of fiscal year 2009 and the reduction in services in Iraq. We expect GSDS operating income in fiscal year 2011 to benefit from a full year of operations on the current LOGCAP IV task orders including the recognition of award fees, less of a loss on Afghanistan construction, with stable contributions from the rest of our contract mix.RevenueGlobal Platform Support SolutionsRevenuesFiscal Years Ended Change April 2, 2010 April 3, 2009 (Amounts in thousands) Revenue
$ 1,213,666 $ 1,311,959 (98,293 ) Operating income
$ 90,584 $ 98,702 (8,118 ) Revenue — Revenue for
thefiscal yearended March 30, 2007 increased $95.02010 decreased $98.3 million, or 7.5%, as comparedwith theto fiscal yearended March 31, 2006.2009. Theincreasedecrease primarilyreflectedresulted from the following:•increased aviationAviation Maintenance & Support: Revenue of $429.2 million decreased $98.4 million, or 18.7%, in fiscal year 2010 as compared to fiscal year 2009. The decrease was primarily driven by a decline in CFT programs, which occurred due to the completion of several CFT task orders, for which we did not win the re-competes due to additional competitors in this service space bidding what we believe to be at zero or negative margin levels. While this current competitive environment has put downward pressure on fiscal year 2010 revenue, we do not believe the current situation is sustainable and will not limit our long-term opportunities under the CFT program. This decline was partially offset by our new contract to provide aircraft maintenance support services at Sheppard Air force Base.
Counter-Drug and Law Enforcement Aviation: Revenue of
drug eradication activities under the Air-Wing program$333.5 million increased $32.8 million, or 10.9%, inSouth Americafiscal year 2010 as compared to fiscal year 2009, primarily due to an increase in INL revenue in Afghanistan andAfghanistan – $85.8 million;•higher net number of international police liaison officers deployedIraq resulting from new task orders, including Iraq air transportation services, which began in theMiddle East underthird quarter of fiscal year 2011. This increase was offset by non-recurring fiscal 2009 equipment sales and construction work and scope reductions in Colombia. We expect fiscal year 2011 revenue to increase as compared to fiscal year 2010, driven by a full year of air operations in Iraq and new business.Fleet Management: Revenue of $309.5 million decreased $23.4 million, or 7.0%, in fiscal year 2010 as compared to fiscal year 2009, primarily due to a decline in LCCS primarily due to nonrecurring revenue in fiscal year 2009 related to additional elective services requested by the
Civilian Police program – $16.0 million;•additional contingencycustomer andlogistics services provided tocost-reimbursable support of theAfrica Peacekeeping contract – $43.4 million; and•new construction, maintenance and contingency contracts – $47.0 million.
partially offset by:•conclusionLand Systems: Revenue offive task orders under the World Wide Personal Protective Services program – $73.8 million;•the suspension of a security contract with a customer located in the Middle East – $11.8 million; and•non-recurring contingency and logistics services provided to FEMA after hurricane Katrina – $11.6 million.
Operating incomeOperating income$141.5 million decreased $9.5 million, or 6.3%, for the fiscal yearended March 30, 20072010 as compared to fiscal year 2009, primarily due to scope decreases on our General Maintenance Corps program, the completion of the APS-3 program, and non-recurring threat systems management work. Partially offsetting this decline was increased$3.9services associated with the MRAP program. We expect revenue to decline on the existing Land Systems programs, primarily due to the adjusted rate structure that went into effect on a phase-in basis in January 2010 on the MRAP program and the loss of the APS-3 program.Operating Income — Operating income of $90.6 million decreased $8.1 million, or
4.1%8.2%, for fiscal year 2010 as comparedwith theto fiscal yearended March 31, 2006. The increase2009. This was primarilyreflecteddue to declines on thefollowing:•improved profitability on fixed-priceCFT programs due to the completion of several task orders,underfor which we did not win theAir-Wing programre-competes due tostrongadditional competitors in this service space and lower rates on new business. This was partially offset by increased margins on the MRAPprogram driven by higher revenue and better cost management in several key aviation programs, including our Life Cycle Contractor Support & INL programs. We expect operating income to benefit from continued cost controls implemented throughout our programs offset by continued margin pressure on CFT and expected declines in margins on the MRAP program as a result of a new rate structure that is in the process of being phased in.
Global Linguist Solutions
Fiscal Years Ended Change April 2, 2010 April 3, 2009 (Amounts in thousands) Revenue
$ 734,086 $ 709,132 24,954 Operating income
$ 44,906 $ 39,729 5,177 Revenue — Revenue of $734.1 million increased $25.0 million, or 3.5%, in fiscal year 2010 as compared to fiscal year 2009. GLS revenue in fiscal year 2010 benefited from higher award fees as a result of improved performance and
favorable contract changes – $11.4 million;•increased logistic support services undera higher average number of linguists as compared to fiscal year 2009, which was impacted by theAfrica Peacekeeping program withramp up period during theDoS – $3.7 million;•- first quarter of fiscal year 2009. This increase was partially offset by the impact of a contract modification for
construction activities in Afghanistan completed in earlier periods – $7.6 million; and •a reduction in bad debt expense – $7.0 million.
partially offset by:•- Option Year 1 on the
suspension of a securityINSCOM contractwith a customer locatedagreed to in theMiddle East – $7.8 million; •lower contribution fromthird quarter of fiscal year 2010. Additionally, our customer exercised theWorldwide Personal Protection Services programs, includingDecember 2009 through June 2010 option. We expect fiscal year 2011 revenue to decrease due to thecompletioncontinued drawdown oftask orderstroops inIsrael, Haiti, Afghanistan and central Iraq, unrealized investmentIraq.Operating income — Operating income of $44.9 million increased $5.2 million, or 13.0% in
personnel training and cost in excess of contract fundingfiscal year 2010 as compared tocomplete the construction of a base camp in Iraq for the DoS – $14.5 million;•non-recurring contingency and logistics services provided to FEMA after hurricane Katrina – $2.8 million; and•lower contribution from the Forward Operating Locations programs,fiscal year 2009. This increase was primarily due to alower numberfull twelve months ofvehicles purchasedperformance in fiscal year 2010, as compared to fiscal year 2009, in which we had continued transition efforts associated with the ramp up of the contract during the first quarter of that fiscal year. The increase was also supported by higher award fees earned during the period, partially offset by thecustomer – $0.7 million.
impact of the modification on the INSCOM contract. We expect fiscal year 2011 operating income to decrease due to the drawdown of troops in Iraq. Operating income earned by GLS benefits net income attributable to DynCorp International Inc. by our 51% ownership of the joint venture.Maintenance & Technical Support ServicesRevenuesRevenues for the fiscal year ended March 30, 2007 increased $20.3 million, or 2.9%, compared with the fiscal year ended March 31, 2006. The increase primarily reflected the following:•an increase in personnel and services provided under the Contract Field Teams ("CFT") program – $19.7 million;•increased domestic aviation services providedFiscal Year Ended April 3, 2009 tothe U.S. Air Force through a subcontract agreement under the C-21 Contractor Logistics Support program – $25.7 million;•revenue recorded in connection with wage pass-through claims – $10.2 million; and•new business and net growth in existing contracts – $24.5 million.
partially offset by:•reduced U.S. government funding for the Army Pre-Positioned Stocks Afloat program – $20.7 million;•the completion of the Fort Hood contract and Bell Helicopter contracts under the Domestic Aviation program – $31.4 million;•decrease in services provided on the V-22 helicopter under the CFT contract – $2.3 million; and•cyclic nature of time between overhauls on engines and propellers performed under the Life Cycle Contractor Support ("LCCS") program – $5.4 million.
Operating incomeOperating income for the fiscal year ended March 30, 2007 increased $8.3 million, or 83%, compared with the fiscal year ended March 31, 2006. The increase primarily reflected the following:•wage pass-through claims – $10.2 million;•various new business and net growth in existing contracts – $5.5 million;•increased domestic aviation services provided to the U.S. Air Force through a subcontract agreement under the C-21 Contractor Logistics Support program – $0.4 million; and•improved profitability on the CFT program, which benefited from maintenance and repair activities performed on military equipment returning from Iraq and Afghanistan – $1.3 million.
partially offset by:•operating losses from services provided to the U.S. Army under the LCCS program and Commercial Support Services ("CSS") program – $8.0 million; and•completion of the Fort Hood contract in July 2006 – $1.1 million.
Fiscal Year Ended March
31, 2006 Compared to Fiscal Year Ended April 1, 2005 Pro Forma28, 2008Consolidated Results of Operations
The following
tables settable sets forth, for the periods indicated, ourhistorical and pro forma combinedconsolidated results of operations, both in dollars and as a percentage ofrevenues:Successor (Dollars in thousands) Fiscal Year Ended
March 31, 2006Pro Forma Combined
Fiscal Year Ended
April 1, 2005(1)Revenues $ 1,966,993 100.0% $ 1,920,909 100.0% Cost of services (1,722,089) (87.5%) (1,741,515) (90.7%) Selling, general and administrative expenses (97,520) (5.0%) (65,388) (3.4%) Depreciation and amortization expense (46,147) (2.4%) (45,536) (2.4%) Operating income 101,237 5.1% 68,470 3.5% Interest expense (56,686) (2.9%) (55,468) (2.9%) Interest on mandatory redeemable shares (21,142) (1.1%) (21,142) (1.1%) Interest income 461 0.0% 177 0.0% Income before taxes 23,870 1.1% (7,963) (0.5%) Provision for income taxes (16,627) (0.8%) (4,863) (0.3%) Net income (loss) $ 7,243 0.3% $ (12,826) (0.8%) (1)This information was derived from,revenue. The presentation has been modified to incorporate the new rules regarding presentation of net income andshould be readnoncontrolling interests inconjunctionaccordance withthe "Pro FormaFinancialInformation" and footnotes thereto includedAccounting Standards Codification (“ASC”) ASC 810 —Consolidation.Fiscal Years Ended April 3, 2009 March 28, 2008 (Amounts in thousands) Revenue
$ 3,101,093 100.0 % $ 2,139,761 100.0 % Cost of services
(2,768,962 ) (89.3 )% (1,859,666 ) (86.9 )% Selling, general and administrative expenses
(103,583 ) (3.3 )% (117,919 ) (5.5 )% Depreciation and amortization expense
(40,557 ) (1.3 )% (42,173 ) (2.0 )% Operating income
187,991 6.1 % 120,003 5.6 % Interest expense
(58,782 ) (1.9 )% (55,374 ) (2.6 )% Loss on early extinguishment of debt, net
(4,131 ) (0.1 )% — 0.0 % Earnings from affiliates
5,223 0.2 % 4,758 0.2 % Interest income
2,195 0.1 % 3,062 0.1 % Other income, net
145 0.0 % 199 0.0 % Income before taxes
132,641 4.3 % 72,648 3.4 % Provision for income taxes
(41,995 ) (1.4 )% (27,999 ) (1.3 )% Net Income
90,646 2.9 % 44,649 2.1 % Noncontrolling interests
(20,876 ) (0.7 )% 3,306 0.2 % Net income attributable to DynCorp International Inc.
$ 69,770 2.2 % $ 47,955 2.2 % Revenue —Revenue for fiscal year 2009 increased $961.3 million, or 45.0%, as compared to fiscal year 2008, reflecting increased revenue in
Item 7 of this Form 10-K.
all operating segments. The
following discussion provides a comparison ofincrease, more fully described in the resultsof operations for the successor company for the fiscal year ended March 31, 2006 with the pro forma combined results of operations for the Company for the fiscal year ended April 1, 2005. The discussionby segment, isprovided for comparative purposes only, but the value of such a comparison may be limited. The information in this section should be read in conjunction with the consolidated financial statements and the related notes contained elsewhere in this Form 10-K.ConsolidatedRevenues– Total revenues for the fiscal year ended March 31, 2006 were $1,967.0 million, an increase of $46.1 million, or 2.4%, from $1,920.9 million for the fiscal year ended April 1, 2005 pro forma. For the twelve months ended March 31, 2006 and April 1, 2005, approximately 34%, 38% and 28% and approximately 27%, 39% and 34% of our revenues were derived from fixed-price, time-and-materials, and cost-reimbursement contracts, respectively.Revenues from our GS segment for the fiscal year ended March 31, 2006 were $1,264.6 million, an increase of $31.9 million, or 2.6%, from $1,232.7 million for the fiscal year ended April 1, 2005 pro forma. Increases in this segment include $79.0 million of revenue under the International Narcotics and Law Enforcement Air-Wing program as a result of a new contract that went into effect on November 1, 2005 for operations, and added work to provide helicopter support for ground eradication efforts in Afghanistan, $27.1 million of new work providing hurricane relief efforts along the Gulf Coast, $26.0 millionprincipally due toadded work under our Africa Peacekeeping contract withgrowth from new contracts, in particular, theDoS and $12.8 million of additional construction work under the Worldwide Personal Protective Services program. These increases were partially offset by a reduction of $16.6 million under the Civilian Police program due to the timing of various construction efforts in the Middle East, and $67.5 million from a series of contracts to provide security and logistics support to various U.S. government construction efforts in the Middle East as a subcontractor. This type of subcontract effort was typically short term with delayed payments, and therefore we decided to exit this line of business until it can be performed in a more stable environment with improved financial terms. Further offsetting the increases described above was a reduction in our DynMarine Services of Virginia LLC business of $32.0 million due to the discontinuance of our work under the Oceanographics ShipsINSCOM contract.Revenues from our MTSS segment for the fiscal year ended March 31, 2006 were $702.4 million, an increase of $14.2 million, or 2.1%, from $688.2 million for the fiscal year ended April 1, 2005 pro forma. The MTSS increase of $14.2 million was primarily driven by the Life Cycle Contractor Support program increase of $8.5 million due to the addition of the Global Air Traffic Management avionics modification to the contract, an increase in the Army Pre-Positioned Stocks program of $7.8 million and the ramp-up of the AH-1/UH-1 program, which increased $16.9 million since the initial contract award during the first quarter of fiscal 2005. Partially offsetting this increase was the Contract Field Teams program, which decreased by $10.2 million mainly as a result of reduced workload for maintenance, repair and refurbishment of weapons systems, and the end of the Al Salam program, which reduced revenue by $12.4 million. We withdrew from the Al Salam program due to unfavorable contract terms offered by the customer. Consequently, the customer decided to self perform the maintenance we had been providing. In addition, the Holloman contract decreased by $5.1 million due to the removal of the German F-4s from the contract.CostsCost of services–—CostsCost of servicesareis comprised of direct labor, direct material, subcontractor costs, other direct costs and overhead. Other direct costs include travel, supplies and other miscellaneous costs.CostsCost of services forthefiscal yearended March 31, 2006 were $1,722.12009 increased $909.3 milliona decrease of $19.4 million, or 1.1%, from $1,741.5 million for theas compared to fiscal yearended April 1, 2005 pro forma.2008, primarily the result of the ramp up of the INSCOM contract. As a percentage of revenue,costscost of services increased to 89.3% of revenue inthefiscal yearended March 31, 2006 was 87.5%, a decrease2009 from90.7%86.9% of revenue inthefiscal yearended April 1, 2005 pro forma.2008. Thisreductionwas primarily a result of a change in contract mix as we earned more revenue from cost-reimbursement contracts than from firm fixed-price contracts, including the INSCOM contract and changes in portions of the CivPol contract driving this shift. In addition to our change in contract mix, cost overruns by our Afghanistan construction contracts, as further described below, also contributed to higher cost of services as a percentage of revenuewas duein fiscal year 2009 compared tothe following: (i) strong performance on fixed-price construction projects and on fixed-price task orders under the Civilian Police program; and (ii) improved contract mix resulting from a larger proportion of higher-margin fixed-price and time-and-materials contracts as opposed to lower-margin cost reimbursable contracts.fiscal year 2008.Selling, general and administrative expenses
–(“SG&A”) —Selling, general and administrative expensesSG&A primarilyrelaterelates to functions such as management, legal,financialfinance, accounting, contracts and administration, human resources, management information systems, purchasing and business development.Selling, general and administrative expensesSG&A forthefiscal yearended March 31, 2006 were $97.5 million, an increase of $32.12009 decreased $14.3 million, or49.1%12.2%,from $65.4 million for thecompared to fiscal yearended April 1, 2005 pro forma. In addition,2008. SG&A decreased primarily as apercentageresult ofrevenue, selling, generallean infrastructure initiatives, primarily through personnel reductions andadministrative expenses were 5.0% forprocess efficiency implementations focused on controlling SG&A costs, offset by approximately $5.0 million in severance costs, including severance costs from the involuntary termination of our former CEO. Fiscal year 2009 SG&A compared to fiscal yearended March 31, 2006, an increase from 3.4% for2008 was also positively impacted by non-recurring bid and proposal costs associated with the INSCOM contract which were incurred in fiscal yearended April 1, 2005 pro forma. This2008.Interest expense —Interest expense for fiscal year 2009 increased by $3.4 million, or 6.2%, as compared to fiscal year 2008. The increase in interest expense was primarily
the result of developing our administrative functions as an independent company, which contributed approximately $15.0 milliondue tothe fiscal 2006 increase. Prior to the 2005 Acquisition, these services were provided by our predecessor parent, Computer Sciences Corporation.a higher average outstanding debt balance and higher average interest rates. In addition to thedevelopmentchange in interest expense, deferred financing fees associated with our prior debt were also written-off. The impact ofadministrative functions, we incurredthis write-off is separately disclosed as Loss on early extinguishment of debt in our consolidated statements of income.Income tax expense —Our effective tax rate of 31.7% for fiscal year 2009 decreased from 38.5% for fiscal year 2008. Our effective tax rate was impacted by the tax treatment of our GLS and DIFZ joint ventures, which are consolidated for financial reporting purposes but are not consolidated for tax purposes, as they are taxed as partnerships under the Internal Revenue Code.
Noncontrolling interests—Noncontrolling interests reflect the impact of our joint venture partners’ interest in our consolidated joint ventures, GLS and DIFZ. For fiscal year 2009, noncontrolling interests for GLS and DIFZ was $18.5 million and $2.4 million, respectively. In fiscal year 2008, noncontrolling interest for GLS was additive to our net income attributable to DynCorp International Inc., as GLS was operating at a
higher business development cost of approximately $10.0 millionnet loss. There was no noncontrolling interest related to DIFZ, as it was a wholly owned subsidiary during fiscal2006. Business development expenses represented $32.0 million or 33%year 2008.Impact of
total selling, general and administrative expense. Other factors contributing to higher selling, general and administrative expenses in fiscal 2006 include:•Non-cash equity-based compensation expense was $2.4 million;•Legal expense of approximately $1.6 million related toourlegal contingencies; and•Certain incentive compensation payments related to retention bonuses associated with the 2005 Acquisition and incentive payments related to our Equity Offering were $2.7 million and $2.3 million, respectively. Pro forma fiscal 2005 included approximately $1.1 million of retention bonus expense.
Depreciation and amortization –Afghanistan Construction Contracts —Depreciation and amortization for theFor fiscal yearended March 31, 20062009, revenue from our Afghanistan construction contracts was$46.1 million, an increase of $0.6 million from $45.5 million for the fiscal year ended April 1, 2005 pro forma. This increase was primarily due to higher depreciation expense. Amortization in the fiscal year ended April 1, 2005 pro forma was based on an estimate of current year amortization. The amortization for the fiscal year ended March 31, 2006 was based on the 2005 Acquisition, which included a step-up in basis of our customer-related intangibles resulting in increased amortization. An independent valuation study was done to allocate the purchase price between goodwill and intangibles.Interest Expense –Interest expense for the fiscal year ended March 31, 2006 was $56.7 million, an increase from $55.5 million for the fiscal year ended April 1, 2005 pro forma. The interest expense incurred related to our Senior Secured Credit Facility, the revolving credit facility and our senior subordinated notes. This interest expense includes interest costs applicable to the fiscal year as well as amortization of deferred financing fees. The increase was primarily due to the increasing interest rates during fiscal 2006.Interest on mandatory redeemable shares –Interest on the mandatory redeemable shares, or preferred stock, for the fiscal year ended March 31, 2006 was $21.1$71.2 million, as compared to$21.1$18.0 million for fiscal year 2008. Our Afghanistan construction contracts encountered operational difficulties during fiscal year 2009, which resulted in higher non-reimbursable delivery costs and contractual milestone delays. As a result, we encountered losses of approximately $40.5 million during the fiscal yearended April 1, 2005 pro forma, which gives effect to the net working capital settlement. The interest is accrued, but unpaid.Income tax expense –We had income tax expense for the fiscal year ended March 31, 2006 of $16.6 million, an increase of $11.7 million, or 238.8%, from income tax expense of $4.9 million for the fiscal year ended April 1, 2005 pro forma. The interest expense related to the preferred shares is non-deductible for tax purposes resulting in the taxable position for the fiscal year ended March 31, 2006.associated with these projects.Results by Segment
We have aligned and report our business operations through two operating segments: GS and MTSS.The following table sets forth the
revenuesrevenue and operating income forour GSthe GSDS, GPSS andMTSSGLS operating segmentsboth in dollars and as a percentage of our consolidated revenuesforsegment revenue and as a percentage of segment specific revenue for operating income, for thefiscal yearended March 31, 20062009, as compared to fiscal year 2008. The presentation has been recast to conform to the fiscal yearended April 1, 2005 pro forma.2010 segment structure.Successor Immediate Predecessor (Dollars in thousands) Fiscal Year
Ended
March 31, 2006Pro Forma for
the Year Ended
April 1, 2005Revenues Government Services $ 1,264,586 64.3% $ 1,232,720 64.2% Maintenance & Technical Support Services 702,407 35.7% 688,154 35.8% Other – – 35 0.0% Consolidated $ 1,966,993 100.0% $ 1,920,909 100.0% Operating Income Government Services 93,637 7.4% 46,824 3.8% Maintenance & Technical Support Services 10,017 1.4% 23,311 3.4% Other(1) (2,417) NA (1,665) NA Consolidated $ 101,237 5.1% $ 68,470 3.6% (1)Represents equity-based compensation expense.
Government ServicesGlobal Stabilization & Development SolutionsFiscal Years Ended Change April 3, 2009 March 28, 2008 (Amounts in thousands) Revenue
$ 1,085,229 $ 972,964 $ 112,265 Operating income
$ 49,560 $ 94,686 $ (45,126 ) Revenues –Revenue —RevenuesRevenue forthefiscal yearended March 31, 2006 were $1,264.6 million, an increase of $31.92009 increased $112.3 million, or2.6%11.5%,from $1,232.7 million for theas compared to fiscal yearended April 1, 2005 pro forma.2008. Therevenueincreasewasprimarily resulted from the following:Training & Mentoring: Revenue of $732.3 million increased $45.8 million, or 6.7%, primarily due to
additional revenue under the International Narcoticsincreases in our CivPol security services in Iraq, Palestine, Liberia andLaw Enforcement Air-Wing program asHaiti, offset by a decline in CivPol security services in Afghanistan. Revenue from our CivPol services in Iraq increased $31.0 million, primarily due to higher personnel levels. As a result ofanewcontract that went into effect on November 1, 2005 for operation, added work to provide helicopter support for ground eradication effortscontracts started inAfghanistan, new work providing hurricane relief efforts along the Gulf Coast, added work under our Africa Peacekeeping contract with the DoSearly fiscal year 2009, we provided civilian police andadditional construction work under the Worldwide Personal Protective Services program.security services in Palestine, Liberia and Haiti, which contributed $24.8 million, $4.4 million and $3.6 million in increased revenue in fiscal year 2009, respectively. These increases were partially offset by areductiondecline in CivPol services in Afghanistan ofrevenue under$31.2 million, which was a result of fewer supplies and equipment sales to theCivilian Policecustomer during fiscal year 2009, as compared to fiscal year 2008, combined with a shift from a fixed-price contract structure in fiscal year 2008 to a cost-reimbursement contract structure in fiscal year 2009. Also contributing to the increase was the increase in WPPS services in Iraq and Pakistan, which increased by a combined $8.9 million and the launch our MNSTC-I program in fiscal year 2009, which generated $6.1 million of revenue. Partially offsetting this increase was reductions in WPPS services in Bosnia, which decreased by $2.2 million.Logistics: Revenue of $4.7 million was the result of the LOGCAP IV program as work began in March 2009 on awarded task orders in Kuwait.
Operations & Development: Revenue of $347.6 million increased by $62.3 million, or 21.9%, primarily due to the
timingexpansion ofvarious construction effortsservices in theMiddle East,Philippines and continued progress on our Afghanistan construction projects. Revenue also benefited froma series of contracts to provide security and logisticsour supportto various U.S. government construction effortsservices, where we provided temporary housing inthe Middle East as a subcontractor. This type of subcontract effort was typically short term with delayed payments, and therefore we decided to exit this line of business until it can be performed in a more stable environment with improved financial terms. Further offsetting the increases described above was a reduction in our DynMarine Services of Virginia LLC business dueresponse to thediscontinuancesevere flooding in Iowa during the summer ofour work under the Oceanographics Ships contract.Operating income –Operating income for the fiscal year ended March 31, 2006 was $93.6 million, an increase of $46.8 million, or 100.0%, from $46.8 million for the fiscal year ended April 1, 2005 pro forma. Operating income as a percentage of revenue for the fiscal year ended March 31, 20062008 andApril 1, 2005 pro forma was 7.4%increased mediation and3.8%, respectively. The increase is due to the following: (i) strong performance on fixed-price construction projects and on fixed-price task orders under the Civilian Police program; and (ii) improved contract mix resulting from a larger proportion of higher-margin fixed-price and time-and-materials contracts as opposed to lower-margin cost reimbursable contracts. The Civilian Police contract changed from cost-reimbursement to a combination of fixed-price and time-and-materialshumanitarian services provided inFebruary 2004, and the International Narcotics and Law Enforcement Air-Wing contract had a similar change effective November 2005. Fiscal 2006 also includes the recognition of an equitable adjustment related to our Civilian Police program. The equitable adjustment resulted in earnings of $5.5 million during fiscal 2006.Maintenance & Technical Support ServicesRevenues –Revenues for the fiscal year ended March 31, 2006 was $702.4 million, an increase of $14.2 million, or 2.0%, from $688.2 million for the fiscal year ended April 1, 2005 pro forma. This revenue increase was primarily from the Global Air Traffic Management avionics modification under the Life Cycle Contractor Support program, increases on Army Pre-positioned Stocks Afloat program workload and ramp-up of the AH-1/UH-1 program.Sudan. These increases were partially offset byreduced workload under Contract Field Teams,a decline in our Africa Peacekeeping program, primarily a result of reductions in current work levels within this program and thewithdrawalcompletion of the Forward Operating Locations contract and contract termination for a construction project in Nigeria.Operating Income — Operating income for fiscal year 2009 decreased $45.1 million, or 47.7%, as compared to fiscal year 2008, primarily due to declining margins in our CivPol program, losses on our Afghanistan construction programs and a decline in our Africa Peacekeeping program, as a result of reductions in current work levels. Operating income was also negatively impacted by certain non-reimbursable start up costs related to our new LOGCAP IV contract, which was awarded in early fiscal year 2009. In fiscal year 2009, LOGCAP IV did not contribute significantly to revenue but incurred costs associated with contract set-up and other overhead costs. These declines were partially offset by the successful resolution of approximately $10 million of prior period billing matters on CivPol, and a reduction in SG&A expense, primarily due to specific contract litigation expenses in fiscal year 2008 associated with the WWNS litigation and from our lean infrastructure initiatives focused on controlling SG&A costs.
Global Platform Support Solutions
Fiscal Years Ended Change April 3, 2009 March 28, 2008 (Amounts in thousands) Revenue
$ 1,311,959 $ 1,163,586 $ 148,373 Operating income
$ 98,702 $ 31,467 $ 67,235 Revenue — Revenue for fiscal year 2009 increased $148.4 million, or 12.8%, as compared to fiscal year 2008. The increase primarily resulted from the
Al Salamfollowing:Aviation Maintenance & Support: Revenue of $527.5 million increased $50.3 million, or 10.5%, for fiscal 2009 as compared to the fiscal year 2008, primarily due to a new contract for logistics services at Ft. Campbell, which started in May 2008, and increased revenue from higher personnel levels in our CFT program.
Counter-Drug and Law Enforcement Aviation: Revenue of $300.7 million decreased $64.5 million, or 17.7%, for fiscal 2009 as compared to the fiscal year 2008, primarily due to scope reductions on the INL programs.
Fleet Management: Revenue of $332.8 million increased $97.7 million, or 41.6%, for fiscal 2009 as compared to the fiscal year 2008, primarily due to our higher deliveries of support equipment on our C-21 and LCCS programs driven by supplemental increases in U.S. government spending for aircraft upgrades to support the global war on terror. Also impacting this revenue increase was an additional $25.5 million in counter narcotics efforts, which began operations in fiscal year 2008 and was fully ramped up in fiscal year 2009.
Land Systems: Revenue of $151.0 million increased $65.3 million, or 76.2%, for fiscal year 2009, as compared to fiscal year 2008. This was primarily driven by an increase in our MRAP program of $71.2 million, which began operations in fiscal year 2008 and was fully ramped up in fiscal year 2009. Also contributing to the increase was revenue associated with our GMC contract due to
unfavorable contract terms offered byincreased services and thecustomer. Consequently, the customer decided to self perform the F-15 maintenance we had been providing.timing of revenue recognition. Partially offsetting this were declines in our marine services and a decrease in threat management systems work.Operating
incomeIncome —–Operating income forthefiscal yearended March 31, 2006 was $10.02009 increased $67.2 million,a decrease of $13.3to $98.7 million,or 57.1%, from $23.3as compared to $31.5 million forthefiscal yearended April 1, 2005 pro forma.2008. Operating income benefited from our lean infrastructure initiatives focused on controlling SG&A costs, offset by severance associated with the retiring of our GPSS divisional President. Specific to our SBAs, the increase primarily resulted from the improved mix of contracts with better margins, such asa percentageMRAP, as well as improved project management in several key programs. Additionally, we experienced improved profitability on our LCCS program due to stringent cost controls implemented during the year.Global Linguist Solutions
Fiscal Years Ended Change April 3, 2009 March 28, 2008 (Amounts in thousands) Revenue
$ 709,132 $ 3,566 $ 705,566 Operating income
$ 39,729 $ (6,150 ) $ 45,879 Revenue of
revenue$709.1 million increased $705.6 million forthefiscal yearended March 31, 2006 was 1.4%2009 as compared to3.4% for thefiscal yearended April 1, 2005 pro forma. The primary factors contributing to2008. GLS operated throughout fiscal year 2009, whereas operations started at thedecrease were as follows: (i) higher indirect allocations not recoverable under our fixed-price and time-and-materials contractsend of$9.5 million; (ii) incurred operating lossesfiscal year 2008.Operating income of
$3.2$39.7 million increased $45.9 million indelivering servicesfiscal year 2009 as compared to fiscal year 2008. This increase was primarily due to a full year of performance in fiscal year 2009 as compared to fiscal year 2008, which included award fees earned during fiscal year 2009. Operating income earned by GLS benefits net income attributable to DynCorp International Inc. by our 51% ownership of theU.S. Army under our Life Cycle Contractor Support program. We have experienced operational issues in executing to the cost structure outlined in the original proposal.joint venture.LIQUIDITY AND CAPITAL RESOURCES
Liquidity and Capital ResourcesCash generated by operations and borrowings available under our senior secured credit facility are our primary sources of short-term liquidity.
Our sources of operating cash generally include revenues and the reduction of our working capital, particularly accounts receivable. In addition, we completed our Equity Offering in May 2006 and used the net proceeds, together with cash on hand, to repay a portion of our term loan. Based on our ability to generate cash flows from operations and our borrowing capacity under the senior credit facility, we believe we will have sufficient capital to meet our anticipated short-term needs, including debt obligations for the foreseeable future.Consolidated Cash FlowsThe following table sets forth cash flow data for the periods indicated therein:Fiscal Year Ended (Dollars in thousands) March 30, 2007 March 31, 2006 Pro Forma Combined
Fiscal Year Ended
April 1, 2005Net Cash provided by (used by) operating activities $ 86,836 $ 55,111 $ (33,332) Net Cash used by investing activities (7,595) (6,231) (880,101) Net Cash provided by (used by) financing activities 2,641 (41,781) 920,397 Operating cash flow, a key source of the Company's liquidity, was $86.8 million for fiscal year 2007, an increase of $31.7 million, or 58%, as compared to the fiscal year 2006. The increase in operating cash flow is primarily attributable to earnings growth of $19.8 million and cash flows provided by working capital of $12.3 million, particularly, accounts payable and accrued liability activities related to the timing of payroll processing, interest payments and customer advances. The timing for payroll processing, interest payments and customer advances can vary from quarter to quarter. Partially offsetting the increased operating cash flow was the payment of special cash bonuses subsequent to the Equity Offering of $3.1 million in the aggregate to our executive officers and certain other members of management. These bonuses rewarded management for their efforts in connection with the successful consummation of our Equity Offering.Cash flows provided by operating activities for the fiscal year ended March 31, 2006 was $55.1 million compared to a use of cash of $33.3 million for the fiscal year ended April 1, 2005 pro forma. Cash provided by operating activities for fiscal year 2006 consisted of $147.4 million of operating income before considering depreciation and amortization, less $77.7 million of cash paid for interest and normal short-term payment timing of trade receivables and payables. Cash flows used in operating activities for the period ended April 1, 2005 pro forma was $33.3 million. This cash use was primarily the result of an increase in accounts receivable and prepaid and other current assets, partially offset by increases in accounts payable and accruals. The primary driver behind the increase in accounts receivable was the timing of collections before and after the 2005 Acquisition.Cash flows related to investing consists primarily of cash used for capital expenditures. Net cash used by investing activities was $7.6 million in fiscal year 2007 compared to $6.2 million for the fiscal year 2006. Capital spending related to the purchase of property and equipment increased $4.7 million in 2007 from 2006 levels to $7.0 million, primarily due to purchase of vehicles, equipment and for certain leasehold improvements. Capital expenditures are made primarily due to contractual requirements.Wecustomarily lease our vehicles and equipment and intend to continue our practice of leasing our vehicles and equipment in the future. Our Senior Secured Credit Facility limits our annual capital expenditures related to the purchase of property and equipment to $8.0 million. We do not expect this limitation to have a material effect on our business.Net cash used by investing activities was $6.2 million in fiscal 2006 compared to $880.1 million in fiscal year ended April 1, 2005 pro forma. For fiscal year ended 2006, the primary use of cash was to purchase property and equipment. For fiscal year ended April 1, 2005 pro forma, the primary use of cash was the 2005 Acquisition.Cash flows provided by financing activities were $2.6 million for the fiscal year ended March 30, 2007, compared to cash flows used of $41.8 million for the fiscal year March 31, 2006. Financing activities during the fiscal year 2007 included: (i) gross proceeds received from the Equity Offering of $375.0 million; (ii) payment of Equity Offering costs of approximately $30.0 million; (iii) partial redemption of senior subordinated notes of $28.8 million, including accrued interest; (iv) redemption of all outstanding preferred stock and related accrued and unpaid interest of $216.1 million; and (v) payment of special Class B distribution of $100.0 million. The cash used in financing activities during the fiscal year 2006 was due to the $35.0 million repayment of borrowings under our revolving credit facility, the $3.4 million scheduled repayment of our bank note borrowings, the $1.9 million payment of offering expenses and the $0.5 million purchase of an interest rate cap that limits our exposure to upward movements in variable rate debt.Cash flows used by financing activities was $41.8 million for the fiscal year ended March 31, 2006, compared to cash flows provided of $920.4 million fiscal year ended April 1, 2005. The cash used in financing activities during the fiscal year ended March 31, 2006 is due to the repayment of borrowings under our revolving credit facility in the amount of $35.0 million, scheduled repayment of our bank note borrowings in the amount of $3.4 million, payment for equity offering expenses of $1.9 million, payment of debt issuance cost of $0.9 million and the purchase of an interest rate cap for $0.5 million, which limits our exposure to upward movements in variable rate debt. The net cash provided for fiscal year ended April 1, 2005 pro forma is primarily due to the issuance of debt and capital contributions to fund the 2005 Acquisition.Based on our current level of operations, webelieve our cash flow from operations and our available borrowingsunder our Senior Secured Credit Facilitywill be adequate to meet our liquidity needs forat leastthe next twelve months.However, servicingOur primary use of short term liquidity includes debt service and working capital needs sufficient to pay services or subcontractors prior to receiving payments from ourindebtedness will require a significant amount of cash.customers. Management believes the Days Sales Outstanding (“DSO”) is an appropriate way to measure our billing and collections effectiveness. Our current DSO, in the low 70s, represents the time it takes to recoup costs incurred to support operations. We believe that we can fund our working capital needs, support growth, and pay our debt related obligations based on the current DSO levels.Our ability to generate sufficient cash depends on numerous factors beyond our
control, and wecontrol. We cannot be assured that our business will generate sufficient cash flow from operations or that future borrowings will be available to usunder our Senior Secured Credit Facilityin an amount sufficient to enable us to repay our indebtednessincluding the senior subordinated notes,or to fund our other liquidity needs. If the Merger is not consummated we may require additional financing beyond that currently provided by our senior secured credit facility. There can be no assurance that sufficient financing will continue to be available in the future or that it will be available under terms acceptable to us. Failure to obtain sufficient capital could materially hinder our future expansion strategies.We are required, under certain circumstances as defined in our senior secured credit facility, to annually use a percentage of cash generated from operations to reduce the outstanding principal of our senior secured term loan facility (“Term Loan”). Based on the fiscal year 2010 financial performance and ending balances, we do not expect to make a payment in fiscal year 2011. If the Merger is consummated, the Term Loan will be replaced by a new facility.
Aside from normal recurring operational and financing cash flows, certain significant cash flow events that occurred in fiscal year 2010 are as follows:
We spent $24.3 million on senior subordinated note repurchases.
FinancingWe spent $23.4 million on the Term Loan excess cash flow principal payment pertaining to fiscal year 2009 results.
We spent approximately $39.7 million to purchase helicopters and ready these helicopters for use, most of which are expected to be deployed on the LOGCAP IV program in fiscal year 2011.
We spent approximately $37.9 million on the Phoenix acquisition, net of cash acquired. Additionally, we spent approximately $7.5 million to fund an escrow account to cover future retention bonuses.
We spent approximately $5.0 million on the Casals acquisition, net of cash acquired.
Equity OfferingForward Looking Fiscal Year 2011On May 9, 2006,Aside from normal recurring operational and financing cash flows, weconsummated an Equity Offeringexpect certain material cash flows to occur in fiscal year 2011 and beyond as follows:We expect to spend between approximately $5.0 million and $8.0 million in fiscal year 2011 to substantially complete the technology transformation initiative, which began to ramp up during fiscal year 2010.
We expect to start deploying helicopters on the LOGCAP IV program on a phase-in basis in the second quarter of
25,000,000 million shares of our Class A common stock, par value $0.01 per share, at a price of $15.00 per share. The gross proceeds from the Equity Offering of $375.0 million, together with cash on hand, were used: (i)fiscal year 2011. We expect toredeemget reimbursed for all of ouroutstanding preferred stock,approximately $39.7 million of costs, net of estimated residual value, over three years which$222.8starts as each helicopter is deployed.We expect to make principal payments on our Term Loan of approximately $44.1 million under our normal debt repayment schedule.
Cash Flow Analysis
The following table sets forth cash flow data for the periods indicated therein:
Fiscal Year Ended April 2, 2010 April 3, 2009 March 28, 2008 (Amounts in thousands) Net cash provided by operating activities
$ 90,473 $ 140,871 $ 42,361 Net cash used by investing activities
(88,875 ) (9,148 ) (11,306 ) Net cash (used by) provided by financing activities
(79,387 ) (16,880 ) (48,131 ) Fiscal Year 2010 Compared to Fiscal Year 2009
Operating Activities
Cash flows provided by operating activities for fiscal year 2010 was $90.5 million as compared to $140.9 million for fiscal year 2009. Cash generated from operations for fiscal year 2010 benefited from the combination of our continued profitable revenue growth offset by increases in net working capital. The change in net working capital was primarily due to increases in accounts receivable. This increase was due to an increase in revenue and an increase in DSO, which was 71 days as of April 2, 2010, compared to 60 days at April 3, 2009. This increase in DSO was primarily due to longer review cycles for our DoS invoices due to increased scrutiny of the detailed support of our invoices. Also, contributing to the increase was a payment term increase on the CFT contract. Our expectation going forward is for DSO to fall in the high 60s to low 70s on an ongoing basis.
Investing Activities
Cash used in investing activities was $88.9 million for fiscal year 2010 as compared to $9.1 million for fiscal year 2009. This increase was primarily due to the acquisitions of Phoenix and Casals and the purchase of helicopter assets as compared to fiscal year 2009 where we made routine fixed assets and software purchases.
Financing Activities
Cash used in financing activities was $79.4 million for fiscal year 2010 as compared to $16.9 million of cash used in financing for fiscal year 2009. This increase was primarily due to the $23.4 excess cash flow payment on the senior credit facility, the $24.3 million bond repurchases and $28.1 million in
stated amount, including accrueddividend payments to noncontrolling interest holders as compared to $6.0 million of noncontrolling interest holders in fiscal year 2009.Fiscal Year 2009 Compared to Fiscal Year 2008
Operating Activities
Cash provided by operating activities for fiscal year 2009 was $140.9 million, as compared to $42.4 million cash provided by operations for fiscal year 2008. Our increase in operating cash flow for the 2009 fiscal year was primarily the result of higher cash generated from operations, partially offset by a reduction in cash from an increase in our net working capital. Cash generated from operations benefited from the combination of our continued revenue growth from new contracts and
unpaid dividends thereon,improved operating efficiency. The change in net working capital wasoutstandingprimarily due to an increase in accounts receivable. Net of revenue growth, our accounts receivable actually improved due to billing and collection efficiencies implemented during fiscal year 2009. As a result of these efforts, DSO decreased from 73 days as ofMay 9, 2006; (ii)March 28, 2008 topay60 days as of April 3, 2009.Investing Activities
Cash used in investing activities was $9.1 million for fiscal year 2009, as compared to $11.3 million for fiscal year 2008. This use of cash from investing activities was primarily a
special Class B distributionresult of the combination of fewer property plant and equipment and software purchases during fiscal year 2009, as compared to such purchases in fiscal year 2008.Financing Activities
Cash used in financing activities was $16.9 million for fiscal year 2009, as compared to $48.1 million for fiscal year 2008. The cash used in financing activities during the
amountfiscal year 2009 was primarily a result of$100.0the $8.2 millionrepresenting a returnnet effect ofcapital of $95.9 million to DIV Holding LLC, the holderextinguishing debt and issuing new debt discussed below, as well as in Note 7 of ourcommon stock; (iii)consolidated financial statements. Cash used of $48.1 million in financing activities for fiscal year 2008 was due primarily toredeem $28.0 millionrepayments ofour senior subordinated notesprincipal onJune 8, 2006; (iv) to pay prepayment penalties of $8.4 million, $5.7 million of which represented prepayment penalties on our preferred stock and $2.7 million of which represented prepayment penalties on our senior subordinated notes; and (v) to pay transaction expenses of approximately $30.0 million, including an underwriters' commission of $22.5 million, a fee of $5.0 million to Veritas Capital and $2.5 million of miscellaneous fees and expenses related todebt. The chart below does not take into account any refinancing (or new financing) in connection with theEquity Offering.Merger.Debt and Other ObligationsFinancingThe following table does not reflect any refinancing in connection with the Merger. Long-term debt consisted
of the following:of:Successor (Dollars in thousands) March 30, 2007 March 31, 2006 Term loans $ 338,962 $ 341,551 9.5% Senior subordinated notes 292,032 320,000 630,994 661,551 Less current portion of long-term debt (37,850) (2,588) Total long-term debt $ 593,144 $ 658,963 Future maturities of long-term debt for each of the fiscal years subsequent to March 30, 2007 were as follows:(Dollars in thousands) 2008 $ 37,850 2009 3,871 2010 3,096 2011 294,145 2012 – Thereafter 292,032 Total long-term debt (including current portion) $ 630,994 April 2, 2010 April 3, 2009 (Amounts in thousands) Term loans
$ 176,637 $ 200,000 9.5% senior subordinated notes
375,510 399,912 552,147 599,912 Less current portion of long-term debt
(44,137 ) (30,540 ) Total long-term debt
$ 508,010 $ 569,372 Senior Secured Credit Facility —
On
February 11, 2005,July 28, 2008, we entered into a senior secured credit facility(the "Senior Secured(“CreditFacility"Facility”)with a syndicate of banks. The Senior Secured Credit Facility was initially comprisedconsisting of asenior secured term loanTerm Loan ofup to $345.0$200.0 million and a senior secured revolving credit facility (“Revolving Facility”) of up to$75.0 million, subsequently amended$200.0 million. Borrowings under our Term Loan and Revolving Facility bear interest at a rate per annum equal to$103.0 millionLIBOR, plus an applicable margin determined by reference to the leverage ratio, as set forth inNovember 2006. The full amountthe credit agreement (the “Applicable Margin”), or the Base Rate, which is the higher of theterm loans(i) Prime Rate or the (ii) Federal Funds Rate plus one half of one percent plus the Applicable Margin, at our election. The Applicable Margin for LIBOR as of April 2, 2010 wasdrawn at2.25%, and theclosingLIBOR rate was 0.28% resulting in a 2.53% interest rate on our Term Loan, which excludes the impact of our interest rate swaps. We are authorized tofundutilize $125 million of the2005 Acquisition (see Note$200 million available borrowing capacity for letters of credit of which we had $30.0 million outstanding as of April 2,to the consolidated financial statements) and pay related fees and expenses. The term loans are due in quarterly payments of $0.7 million through April 1, 2010, and $73.4 million thereafter, with final payment due February 11, 2011.2010.Borrowings under the
Senior SecuredCredit Facility are secured by substantially all of our assets and the capital stock of our subsidiaries.The Senior Secured CreditOur available borrowing capacity under the Revolving Facilityalso provides for a commitment guarantee of a maximum of $60.0totaled $170.0 million asamended, forof April 2, 2010, which gives effect to $30.0 million of outstanding letters ofcredit. The Senior Secured Credit Facility requirescredit under the letter of creditfees upsub facility. With respect to2.5%, payable quarterly in arrears on the amount available for drawing under all letters of credit.Borrowings under the term loan bear interest at a rate per annum equal to, at the Company's option, either (1) the Prime Rate or (2) the London Interbank Offered Rate ("LIBOR"), plus an applicable margin determined by reference to the leverage ratio, as set forth in the debt agreement. The applicable margins for the Prime Rate and LIBOR as of March 30, 2007 were 1.25% and 2.25%, respectively.Borrowings under the revolving facility bear interest at a rate per annum equal to, at our option, either (1) the Prime Rate or (2) LIBOR plus an applicable margin determined by reference to the leverage ratio, as set forth in the debt agreement. The applicable margins for the Prime Rate and LIBOR as of March 30, 2007 were 1.0% and 2.0%, respectively.We are required, under certain circumstances as defined in the Senior Secured Credit Facility, to use a percentage of excess cash generated from operations to reduce the outstanding principal of the term loans in the following year. Under this provision, additional principal payments of approximately $34.7 million are due to be paid in the first quarter of fiscal 2008 and are reflected in current portion of long-term debt.On May 2, 2005, we entered into an interest rate cap, which has the effect of placing a ceiling on the interest expense we could incur on $172.5 million of variable debt indexed to LIBOR at 6.5% plus the applicable floating margin (2.25% at March 30, 2007) as defined by the Senior Secured Credit Facility agreement. See Note 11 to the consolidated financial statements for further discussion of interest rate derivatives.On January 9, 2006, we entered into a first amendment and waiver of our Senior Secured Credit Facility. The first amendment and waiver increased the revolving commitment under our Senior Secured Credit Facility $15.0 million to $90.0 million, which includes an increase in the sub-limit for letterseach letter of credit,equal to the same amount. The first amendment and waiver also permitted us to: (i) payatransaction fee to Veritas Capital related to the Equity Offering of up to $10.0 million; (ii) pay a distribution to the holders of our Class B common stockquarterly commission in an amount equal to thesum of (x) $100.0 million plus (y) the proceeds, if any, of the underwriters' over-allotment option, net of discount and estimated offering expenses; (iii) redeem all of our then currently outstanding preferred stock; and (iv) redeem up to $65.0 million of the $320.0 million aggregate principalface amount ofthe senior subordinated notes. The first amendment and waiver waived the requirement in the Senior Secured Credit Facility that we use 50% of the net cash proceeds from the Equity Offering to prepay loans under the Senior Secured Credit Facility and/or permanently reduce the revolving commitments.On June 28, 2006, the Company and its operating company entered into a second amendment and waiver of our Senior Secured Credit Facility. The second amendment and waiver provided for a new term loan in the amount of $431.6 million, which was the outstanding balance of the existing term loan under our Senior Secured Credit Facility on the date of the second amendment and waiver. The maturity date of the new term loan is unchanged from the maturity date of the existing term loan. The proceeds from the new term loan were used to repay the existing term loan. The second amendment and waiver also, among other things, (i) decreases the interest rate margin applicable to the term loan under our Senior Secured Credit Facility; (ii) permits us to request an increase in our revolving credit facility by an aggregate amount of up to $30.0 million provided that none of the existing lenders or any other lender is committed to providesuchincrease; (iii) increases the amount of capital expenditures permitted under our Senior Secured Credit Facility from $4.0 million per fiscal year to $8.0 million per fiscal year; (iv) increases the amount of capitalized leases permitted under our Senior Secured Credit Facility; (v) allows for the payment of dividends and the repurchase of our capital stock in the amount of $10.0 million plus, if our leverage ratio (as defined in our Senior Secured Credit Facility) is below 3.25:1.00, 25% of our excess cash flow (as defined in our Senior Secured Credit Facility) for each fiscal year; and (vi) postpones the first prepayment of the Senior Secured Credit Facility based on our excess cash flow until 90 days following our fiscal year which ended on March 30, 2007.In November 2006, the Company obtained additional commitments from two new lenders which increased the revolving credit facility to $103.0 million.At March 30, 2007, availability under the revolving credit line for additional borrowings was approximately $81.9 million (which gives effect to approximately $21.1 million of outstanding lettersletter of creditwhich reduced our availabilitymultiplied bythat amount). The Senior Secured Credit Facility requires an unused linethe Applicable Margin and a nominal fronting feeequalare required to0.5% per annum, payable quarterly in arrears, ofbe paid. Additionally, we incur interest expense for the unused portion of the revolving credit facility based on the Applicable Margin. As of April 2, 2010, the rate we paid for our letters of credit was 2.375%. Additionally, as of April 2, 2010 the fee we paid for unused commitments under the revolving facility was 0.375%.On March 6, 2009, we amended our senior secured credit facility. This amendment revised certain excess cash flow repayment requirements as defined under our existing secured credit agreement, and expanded our ability to repurchase our common stock to include the right to redeem a portion of the 9.5% senior subordinated notes due 2013 issued by our wholly owned subsidiary DynCorp International LLC. We made a $23.4 million principal payment in July 2009 as required by our senior secured credit facility.
The
Senior SecuredTerm Loan principal installments are due: September 2010 for $14.1 million, $15.0 million in quarterly installments from December 2010 through June 2011, $13.5 million in quarterly payments from September 2011 through June 2012, and a final principal payment of $63.5 million in August 2012, the Term Loan expiration date.In April 2007, we entered into interest rate swap agreements to hedge our exposure to cash flows related to our Credit Facility. These agreements are more fully described in Note 10 to our consolidated financial statements and “Item 7A. Quantitative and Qualitative Disclosures about Market Risk — Interest Rate Risk.”
The Credit Facility
containcontains various financial covenants, including minimumlevels of EBITDA, minimuminterest andfixed charge coverageleverage ratios, and maximum capital expendituresand total leverage ratio.limits. Non-financial covenants restricttheour abilityof us and our subsidiariesto dispose of assets; incur additionalindebtedness;indebtedness, prepay other indebtedness or amend certain debt instruments; pay dividends; create liens on assets; enter into sale and leaseback transactions; make investments, loans or advances; issue certain equityinstruments; make acquisitions; engage in mergers or consolidations or engage in certain transactions with affiliates; and otherwise restrict certain corporate activities.
The carrying amountWe were in compliance with these various financial and non-financial covenants as ofour borrowingsApril 2, 2010. A change of control is an Event of Default under theSenior SecuredCredit Facilities and triggers certain rights and remedies of the Lenders including acceleration of the obligations. A change of control would be triggered in the event we close the proposed Merger. We anticipate that all outstanding indebtedness under the Credit Facilityapproximates fair value based onwill be repaid concurrently with thevariable interest rate of this debt.proposed Merger.9.5%Senior Subordinated Notes —In February 2005, we completed an offering of $320.0 million in aggregate principal amount of our 9.5% senior subordinated notes due 2013. Proceeds from the original issuance of the senior subordinated notes, net of fees, were $310.0 million and were used to pay the consideration for, and fees and expenses relating to
theour 2005Acquisition (see Note 2).formation as an independent company from Computer Science Corporation. Interest on the senior subordinated notes is due semi-annually. The senior subordinated notes are general unsecured obligations of oursubsidiary,Operating Company, DynCorp International LLC, and certain guarantorsubsidiaries.subsidiaries of DynCorp International LLC, and contain certain covenants and restrictions, which limit our Operating Company’s ability to pay us dividends.PriorIn July 2008, we completed a private placement pursuant toFebruary 15, 2009, we may redeemRule 144A under the Securities Act of 1933, as amended, of $125.0 million in aggregate principal amount of additional 9.5% senior subordinated notes, which were issued under the same indenture as the senior subordinated notes issued inwhole or in part, at a price equal to 100%February 2005. The total outstanding senior subordinated notes as of April 2, 2010 were $375.5 million, including the impact of theprincipal amountunamortized discount. Net proceeds from the additional offering of senior subordinated notes were used to refinance our then existing senior secured credit facility, to pay related fees and expenses and for general corporate purposes. The senior subordinated notes mature on February 15, 2013. The additional senior subordinated notes were issued at approximately a 1.0% discount totaling $1.2 million on the issuance date. Deferred financing fees associated with this offering totaled $4.7 million, which was recorded in fiscal year 2009. Our registration statement with respect to these notes was declared effective on January 13, 2009. We launched an exchange offer for the notes that ended on February 11, 2009.The senior subordinated notes contain various covenants that restrict our ability to make certain payments including declaring or paying certain dividends, purchasing or retiring certain equity interests, prepaying or retiring indebtedness subordinated to the senior subordinated notes,
plusor make certain investments unless we meet certain financial thresholds including a Fixed Coverage Ratio (as definedmake-whole premium, plus accrued interestin the senior subordinated notes) above 2.0. Additionally, the senior subordinated notes restrict our ability tothe redemption date. After February 15, 2009, weincur additional indebtedness; sell assets, engage in certain transactions with affiliates; create liens on assets; make acquisitions; engage in mergers or consolidations; and otherwise restrict certain corporate activities. We were in compliance with these various financial and non-financial covenants as of April 2, 2010.We can redeem the senior subordinated notes, in whole or in part, at defined redemption prices, plus accrued interest
tothrough the redemption date.We can also redeem up to 35% of the original aggregate principal amount of the senior subordinated notes at any time before February 15, 2008, with the net cash proceeds of certain equity offerings at a price equal to 109.5% of the principal amount of the senior subordinated notes, plus accrued interest to the redemption date.Theholders of thesenior subordinated notes may require us to repurchase the senior subordinated notes at defined prices in the event of certain specified triggering events, including but not limited to, certain asset sales,orchange-of-controlevents.On June 9, 2006, in connection with the Equity Offering,events, and debt covenant violations. Under a Board authorized program covering fiscal year 2009 and fiscal year 2010, we paid down a certain portion of our senior subordinated notes. In fiscal year 2009, we redeemed approximately$28.0$16.1 million face value of our senior subordinated notes in the open market for $15.4 million, including applicable transaction fees and recorded a $0.3 million gain. In fiscal year 2010, we redeemed $24.7 million in face value of our senior subordinated notes for $24.3 million including applicable fees. The fiscal year repurchases, when including the impact of the$320.0discount and deferred financing fees, produced an overall loss of $0.1 million for fiscal year 2010.Pursuant to the Merger Agreement, if requested by Parent, we will promptly commence (or, at Parent’s choice, assist Parent or its affiliates in a third party commencement of) an offer to purchase and related consent solicitation with respect to all of the outstanding aggregate principal amount of the then outstanding 9.50% senior subordinated notes due 2013 on the terms and conditions as are reasonably requested by Parent (including
amendments to the terms and provisions of the related indenture as reasonably requested by Parent and reasonably satisfactory to the Company) (including the related consent solicitation) and Parent is obligated to assist us in connection therewith. The closing of any such debt tender offer shall be conditioned on the occurrence of the closing of the Merger. In no event will the Company be obligated to consummate any such debt tender offer unless the Merger has occurred or is occurring concurrently with the consummation of such debt tender offer and sufficient funds are available from the financing to pay all consideration for the purchase of such 9.50% senior subordinated notes.
We also paid $0.8 million in accrued interest through the redemption date and a prepayment penalty of $2.7 million, and we recognized a $0.8 million loss related to the write-off of a portion of the previously capitalized loan cost for the senior subordinated notes. See Note 10 for further discussion of this Equity Offering.The
fair valueholders of the senior subordinated notesis based on their quoted market value. As of March 30, 2007,have thequoted market value ofright to reject the tender offer and if so, the senior subordinated noteswas 106.1%would remain outstanding.Alternatively, if the required consents have not been received in such debt tender offer, or are not reasonably likely to be received or if Parent determines not to request the commencement of
stated value.the debt tender offer, then at Parent’s written request, the Company is obligated to use commercially reasonable efforts to promptly take all actions necessary and required to effect the satisfaction and discharge of the 9.50% senior subordinated notes effective upon the closing of the Merger, provided, that the Company shall not be obligated to take any such alternative actions unless it has received from Parent the amounts required to deposit with the trustee to pay the redemption price for such notes as required pursuant to such indenture and pay or cause to be paid all other sums payable pursuant to the such indenture in connection therewith.Contractual CommitmentsThe following table represents our contractual commitments associated with our debt and other obligations as of
March 30, 2007:April 2, 2010:Fiscal (Dollars in millions) 2008 2009 2010 2011 2012 Thereafter Total Contractual Obligations: Senior Secured Credit Facility Term Loan(1) $ 37.9 $ 3.9 $ 3.1 $ 294.1 $ – $ – $ 339.0 Senior Subordinated Notes – – – – – 292.0 292.0 Operating Leases(2) 25.5 8.3 4.9 4.5 4.5 13.1 60.8 Interest on Indebtedness(3) 50.7 50.0 49.7 38.6 27.7 24.2 240.9 Contractual Indemnity(4) – – 3.7 – – – 3.7 Management Fee(5) 0.3 0.3 0.3 0.3 0.3 0.3 1.8 Total Contractual Obligations $ 114.4 $ 62.5 $ 61.7 $ 337.5 $ 32.5 $ 329.6 $ 938.2 (1)Includes effect of mandatory payment of term loan with excess cash flow. See Note 8.(2)For additional information about our operating leases, see Note 9.(3)Represents interest expense calculated using interest rates of: (i) 7.39% on the term loan; and (ii) 9.5% on the senior subordinated notes.(4)Contracted statutory severance obligation due at end of contract. Payment will be deferred if the contract is extended beyond the current term.(5)For additional information on the management fee, see Note 16.
Fiscal Years Ended 2011 2012 2013 2014 2015 Thereafter Total (Amounts in thousands) Term Loan (1)
$ 44,137 $ 55,500 $ 77,000 — — — $ 176,637 Senior subordinated notes
— — 376,219 — — — 376,219 Operating leases (2)
16,233 15,833 15,394 12,948 11,072 40,403 111,883 Interest on indebtedness (3)
41,340 39,977 36,962 — — — 118,279 Management fee (4)
300 300 300 300 300 300 1,800 Contingent earn-out consideration & compensation estimate
1,173 — — — — — 1,173 Interest rate swap (5)
1,634 — — — — — 1,634 Interpretation 48 liabilities including interest and penalties (6)
480 2,187 10,079 — — — 12,746 Total contractual obligations
$ 105,297 $ 113,797 $ 515,954 $ 13,248 $ 11,372 $ 40,703 $ 800,371 (1) Includes mandatory payment of Term Loan with excess cash flow. See Note 7 to our consolidated financial statements. (2) For additional information about our operating leases, see Note 8 to our consolidated financial statements. (3) Represents interest expense calculated using interest rates of: (i) 9.5% on the senior subordinated notes, (ii) Term Loan Principal applied to the April 2, 2010 interest rate of 2.53%, excluding the impact of our swaps (iii) assumes the current letter of credit level multiplied by 2.375% and (iv) 0.375% interest rate applied to unutilized revolver borrowing capacity utilizing the April 2, 2010 level. (4) Represents the annual management fee paid to Veritas Capital to provide us general business management, financial, strategic and consulting services. Our obligation to pay this fee will terminate upon a change of control. For additional information on the management fee, see Note 14 to our consolidated financial statements. (5) Represents the value of the confirmed settlement payments as of April 2, 2010. (6) The settlement date is estimated to occur in the fiscal year that that statute of limitations elapses. Backlog
We track contractedFor a detailed discussion on backlog,in order to assess our current business development effectiveness and to assist us in forecasting our future business needs and financial performance. Backlog consists of orders and priced options under our contracts. We define contracted backlog as the estimated value of contract modifications received from customers that have not been recognized as revenue. Our backlog consists of funded and unfunded amounts. Funded backlog is based upon amounts actually appropriated bysee “Item 1. Business — Backlog.”Estimated Remaining Contract Value
For a
customer for payment of goods and services less actual revenue recorded as of the measurement date under that appropriation. Unfunded backlog is the actual dollar value of unexercised contract options. Most of our U.S. government contracts allow the customer the option to extend the period of performance of a contract for a period of one or more years. These options may be exercised at the sole discretion of the customer. Historically, it has been our experience that the customer has exercised contract options.Firm funding for our contracts is usually made for one year at a time, with the remainder of the contract period consisting of a series of one-year options. As is the case with the base period of our U.S. government contracts, option periods are subject to the availability of funding for contract performance. The U.S. government is legally prohibited from ordering work under a contract in the absence of funding. Our historical experience has been that the government generally has exercised and funded the option periods of our contracts.The following table sets forth our approximate contracted backlog as of the dates indicated:(Dollars in millions) March 30, 2007 March 31, 2006 April 1, 2005 Funded Backlog $ 1,402 $ 1,024 $ 1,140 Unfunded Backlog 4,730 1,617 900 Total Backlog $ 6,132 $ 2,641 $ 2,040 In December 2006, the Company, through a joint venture named Global Linguist Solutions LLC ("GLS"), was awarded the Intelligence and Security Command ("INSCOM") contract by the U.S. Army for management of translation and interpretation services in support of Operation Iraqi Freedom. The five-year contract has a maximum value of approximately $4.6 billion. We have a 51% ownership interest in GLS and will consolidate the joint venture in our financial statements. As of March 30, 2007, the funded and unfunded backlog related to this program was $49.0 million and $3.3 billion, respectively, and has been included in the table above. However, the incumbent contractor's protest of the award to GLS was sustained by the Government Accountability Office ("GAO"). Our backlog anddetailed discussion on estimated remaining contract value,metrics may require future adjustment depending on the outcome of future procurement actions taken by the Army in implementing the GAO's recommendation.see “Item 1. Business — Estimated Remaining Contract Value.”
Estimated Total Contract Value
OurFor a detailed discussion on estimatedremainingtotal contract value,represents total backlog plus management's estimate of future revenues under IDIQ contracts that have not been funded, or award term periods that have not yet been earned. These future revenues represent our estimate of revenue that would occur from the end of currently funded task orders until the end of the IDIQ contracts. Our estimated remaining contract value is based on our experience under contracts, and we believe our estimates are reasonable. However, there can be no assurance that our existing contracts will result in actual revenues in any particular period or at all. These amounts could vary or even change significantly depending upon government policies, government budgets, appropriations and the outcome of protested contract awards. The following table sets forth our estimated remaining contract value as of the dates indicated:see “Item 1. Business — Estimated Total Contract Value.”(Dollars in millions) March 30, 2007 March 31, 2006 April 1, 2005 Estimated remaining contract value $ 8,991 $ 5,727 $ 4,413 Off-Balance Sheet Arrangements
The Company's off-balanceAs of April 2, 2010, we did not have any off balance sheet arrangementsrelate to operating lease obligations and letters of credit, which are excluded from the balance sheet in accordance with generally accepted accounting principles.as defined under SEC rules.Effects of Inflation
We have generally been able to anticipate increases in costs when pricing our contracts. Bids for longer-term fixed-price and time-and-materials type contracts typically include sufficient labor and other cost escalations in amounts expected to cover cost increases over the period of performance. Consequently, because costs and
revenuesrevenue include an inflationary increase commensurate with the general economy in which we operate, net income attributable to DynCorp International Inc. as a percentage ofrevenuesrevenue has not beensignificantlymaterially impacted by inflation.Critical Accounting Policies and Estimates
Our discussion and analysisThe process ofour financial condition and results of operations are based upon our consolidated financial statements, which are prepared in accordance with GAAP. The preparation of thesepreparing financial statements inaccordanceconformity with GAAP requiresmanagement to makethe use of estimates and assumptionsthat affect theto determine reported amounts of certain assets, liabilities, revenue andliabilitiesexpenses and the disclosure ofcontingencies at the date of the financial statements as well as the reported amounts of revenuesrelated contingent assets andexpenses during the reporting period. Management evaluates theseliabilities. These estimates and assumptionson an ongoing basis,are based upon information available at the time of the estimates or assumptions, includingthose relating to revenue recognition and cost estimation on long-term contracts, allowance for doubtful accounts, determination of goodwill and customer-related intangible assets, goodwill impairment, accounting for contingencies and litigation and accounting for income taxes. Ourour historical experience, where relevant. These significant estimates and assumptionshave been prepared on the basisare reviewed quarterly by management This evaluation process includes a thorough review of key estimates and assumptions used in preparing our financial statements. Because of themost current available information. Theuncertainty of factors surrounding the estimates, assumptions and judgments used in the preparation of our financial statements, actual resultsof these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could materiallymay differ fromthesethe estimates,under different assumptionsandconditions.the difference may be material.We have severalOur critical accounting policies and estimates are those policies and estimates that are both most important tothe portrayal ofour financial condition and results of operations and requiremanagement'sthe most difficult, subjectiveandor complexjudgments. Typically,judgments on thecircumstances thatpart of management in their application, often as a result of the need to makethese judgments complex and difficult relate to makingestimates about the effect of matters that are inherently uncertain.OurWe believe that the following represents our critical accounting policies that incorporate significant estimates. For a summary of all of our significant accounting policies, see Note 1 to our consolidated financial statements included in this Annual Report. Management and our external auditors have discussed our critical accounting policies and estimatesare as follows:with the Audit Committee of our board of directors.Revenue Recognition
and Cost Estimation on Long-Term ContractsGeneral– RevenuesWe are predominantly a services provider and only include products or systems when necessary for the execution of the service arrangement and as such, systems, equipment or materials are not generally separable from services. Revenue is recognized when persuasive evidence of an arrangement exists, services or productshave been provided to the client, the sales price is fixed or determinable, and
collectibilitycollectability is reasonably assured.RevenuesEach arrangement is unique and revenue recognition is evaluated on a contract by contract basis. Our contracts typically fall into four categories with the first representing the vast majority of our revenue. The categories are federal government contracts, construction typein fiscal 2007contracts, software contracts and2006, and forother contracts. We apply thecombined periods in fiscal 2005 were as follows:appropriate guidance consistently to similar contracts.Fiscal Year Contract Type 2007 2006 2005 Fixed-Price 43% 34% 27% Time-and-Materials 36% 38% 39% Cost-Reimbursement 21% 28% 34% 100% 100% 100% The Company expensesWe expense pre-contract costs as incurred for an anticipated contract until the contract is awarded. Throughout the life of the contract, indirect costs, including general and administrative costs, are expensed asincurred and are based on DCAA-approved indirect rates.When revenue recognition is deferred relative to the timing of cost incurred, costs that are direct and incremental to a specific transaction are deferred and charged to expense in proportion to the revenue recognized.Customer acceptance provisions generally allow the customer to cancel an arrangement when products delivered or services rendered do not meet benefits expected from the arrangement. Acceptance generally occurs before revenue recognition. However, if it can be shown objectively that the acceptance criteria have been satisfied for separable units of accounting or profit centers, as applicable within an arrangement, revenue is recognized before formal acceptance.incurred. Management regularly reviews project profitability and underlying estimates. Revisions to
theestimates are reflected in results of operations as a change in accounting estimate in the period in which the facts that give rise to the revision become known by management.Major factors
the Company considerswe consider in determining total estimated revenue and cost include the basic contract price, contract options, change orders (modifications of the original contract), back charges and claims, and contract provisions for penalties, award fees and performance incentives. All of these factors and other special contract provisionsmust beare evaluated throughout the life ofthe Company'sour contracts when estimating total contract revenueto recognize in the periods in which they are earnedunder the percentage-of-completion or proportional methods of accounting.Federal Government Contracts — For all non-construction and non-software U.S. federal government contracts or contract elements, we apply the guidance in ASC 912— Contractors-Federal Government.We apply the combination and segmentation guidance in ASC 605-35Revenue-Construction-Type and Production-Type Contracts, under the guidance of ASC 912, in analyzing the deliverables contained in the applicable contract to determine appropriate profit centers. Revenue is recognized by profit center using the percentage-of-completion method or completed contract method. The completed contract method is sometimes used when reliable estimates cannot be supported for percentage-of-completion method recognition or for short duration projects when the results of operations would not vary materially from those resulting from use of the percentage-of-completion method. Until complete, project costs are maintained in work-in-progress, a component of inventory.
–Projects under
the Company'sour U.S. federal government contracts typically have different pricing mechanisms that influence how revenue is earned and recognized. These pricing mechanisms are classified ascost plus fixed-fee,cost-plus-fixed-fee, fixed-price,cost reimbursement, cost plus award fee,cost-plus-award-fee or time-and-materials (includingUnit-Price/unit-price/level-of-effort contracts), or IDIQ. The. Any of these contract types can be executed under an Indefinite-Delivery Indefinite-Quantity (“IDIQ”) contract, which does not represent a firm order for services. As a result, the exact timing and quantity of delivery and pricing mechanism for IDIQ profit centers are not known at the time of contract award, but they can contain any type of pricingmechanism; fixed-price, time and materials, cost reimbursable or cost plus fixed fee.mechanism.Revenue on projects with a fixed-price
projectsor fixed-fee, including award fees, is generally recognizedratablybased on progress towards completion over the contract period, measured by either output or input methods appropriate to the services or products provided. For example,"output measures"“output measures” can include period of service, such as for aircraft fleetmaintenance;maintenance, and units delivered or produced, such as aircraft for which modification has been completed."Input measures"“Input measures” can include a cost-to-cost method, such as for procurement-related services.Revenue on
fixed-price construction or production-type contractstime-and-materials projects is recognized at contractual billing rates for applicable units of measure (e.g. labor hours incurred, units delivered).Construction Contracts or Contract Elements — For all construction contracts or contract elements, revenue is recognized by profit center using the percentage-of-completion method.
Software Contracts or Contract Elements — It is our policy to review any arrangement containing software or software deliverables using applicable GAAP for software revenue recognition, as discussed further in Note 1 to our consolidated financial statements for fiscal year 2010. We have not historically sold software on a
separate, standalone basis. As a result, software arrangements are typically accounted for as one unit of accounting and are recognized over the
basis of the estimated percentage of completion. Progress towards completion is typically measured based on achievement of specified contract milestones, when available, or based on costs incurred as a proportion of estimated total costs. Cost of sales is based on actual costs incurred to date, and revenues are recorded in an amount equal to costs incurred plus the estimated gross profit based on the percentage-of-completion. Gross profit for anyservice period,equals total expected revenues less total expected costs, multiplied by the percentage-complete at the end ofincluding the periodin question, less gross profit recognized in prior periods.of post-contract customer support.Cost-reimbursement type contracts can be cost plus fixed fee, or cost plus award fee. Revenue recognition for these two contract types is very similar. In both cases, revenue is based on actual direct cost plus DCAA-approved indirect rates. In the case of cost plus fixed fee, the fixed fee is recognized based on the ratio of the fixed fee for the contract to the total estimated cost of the contract. In the case of cost plus award fee contracts, the fee is made up of two components, base fee and award fee. Base fee is recognized in the same manner as the fee on cost plus fixed fee contracts. Award fees for new contracts that lack specific experience are included in total expected revenues based on an average of the last two award fee periods or award experience for similar contracts.The completed contract method is sometimes used for short duration projects when the results of operations would not vary materially from those resulting from use of the percentage-of-completion method or when reliable estimates cannot be supported for percentage-of-completion method recognition. Until complete, project costs are maintained in work in progress, a component of inventory.Contract costs on U.S. government contracts, including indirect costs, are subject to audit and adjustment by negotiations between the Company and government representatives. Substantially all of the Company's indirect contract costs have been agreed upon through 2004. Contract revenues on U.S. government contracts have been recorded in amounts that are expected to be realized upon final settlement.Other Contracts or Contract Elements
– The Company's— Our contracts with non-federal government customers are predominantly multiple-element. Multiple-element arrangements involve multiple obligations in various combinations todeliver products,perform services, deliver equipment or materials, grant licenses or other rights, or take certain actions.The Company evaluates these elementsWe evaluate all deliverables in an arrangement toestablishdetermine whether they representseparableseparate units of accounting andallocate revenue toarrangement consideration is allocated among theidentifiableseparate units of accounting based on their relative fair values.The timingFair values are established by evaluating vendor specific objective evidence (“VSOE”) or third-party evidence if available. Due to the customized nature of our arrangements, VSOE and third-party evidence is generally not available resulting in applicable arrangements being accounted for as one unit of accounting.Deferred Taxes, Tax Valuation Allowances and Tax Reserves
Our income tax expense, deferred tax assets and liabilities and reserves for uncertain tax positions reflect management’s best estimate of future taxes to be paid. We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense.
Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue
recognition for a given unitand expense. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including scheduled reversals ofaccounting will depend on the nature of the deliverable(s) whether recognition criteria have been met.Other contracts may include softwaredeferred tax liabilities, projected future taxable income, tax planning strategies andsoftware related deliverables, construction contracts, and services with related equipment and materials. The same pricing mechanisms found in federal government contracts are found in other contracts.The Company applies the guidance in FASB Statement of Position ("SOP") 97-2,"Software Revenue Recognition,"to its software and software related deliverables, SOP 81-1"Accounting for Performance of Construction-Type and Certain Production-Type Contracts"to our construction contracts, and U.S. Securities and Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") No. 104,"Revenue Recognition in Financial Statements"("SAB No. 104"), and other transaction-specific accounting literature to deliverables related to non-federal government services, equipment and materials.Use of EstimatesThe preparation ofrecent financialstatements in conformity with GAAP requires management to make estimates andoperations. In projecting future taxable income, we develop assumptionsthat affect the amounts reported in the financial statements and accompanying notes. Management evaluates these estimates and assumptions on an ongoing basis, including but not limited to, those relating to allowances for doubtful accounts, fair value and impairment of intangible assets and goodwill, income taxes, profitability on contracts, anticipated contract modifications, contingencies and litigation. Actual results could differ from those estimates.Allowance for Doubtful AccountsThe Company establishes an allowance for doubtful accounts against specific billed receivables based upon the latest information available to determine whether invoices are ultimately collectible. Such information includes the historical trends of write-offs and recovery of previously written-off accounts, the financial strength of the respective customer and projected economic and market conditions. The evaluation of these factors involves subjective judgments and changes in these factors may cause an increase to the Company's estimated allowance for doubtful accounts, which could significantly impact the Company's consolidated financial statements by incurring bad debt expense. Given that the Company primarily serves the U.S. government, management believes the risk to be relatively low that changes in its allowance for doubtful accounts would have a material impact on its financial results.Property and EquipmentThe cost of property and equipment, less applicable residual values, is depreciated using the straight-line method. Depreciation commences when the specific asset is complete, installed and ready for normal use. As part of the purchase accounting, which resulted from the acquisition, all fixed assets were adjusted to fair value on February 11, 2005, thus resetting accumulated depreciation to $0 at the acquisition date. See Note 2 to the consolidated financial statements for further discussion of the acquisition. The Company's depreciation and amortization policies are as follows:Computer and related equipment3 to 5 yearsFurniture and other equipment2 to 10 yearsLeasehold improvementsShorter of lease term or useful lifeImpairment of Long-Lived Assets, including Amortized IntangiblesValues of customer-related intangibles and internally developed technology were determined based on estimates and judgments regarding expectations for the estimated future after-tax cash flows from those assets over their lives,including theprobabilityamount ofexpectedfuturecontract renewalsstate, federal andsales, less a cost-of-capital charge, allforeign pretax operating income, the reversal ofwhich was discountedtemporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using topresent value.manage the underlying businesses.The Company evaluatesIn evaluating the realizability of our deferred tax assets, we assess the need for any related valuation allowances or adjust the amount of any allowances, if necessary. Valuation allowances are recognized to reduce the carrying value oflong-liveddeferred tax assets to amounts that we expect are more-likely-than-not to beheldrealized. Valuation allowances applicable to our company primarily relate to the deferred tax assets established for certain tax credit carryforwards andused, other than goodwillnet operating loss carryforwards for U.S. andintangiblenon-U.S. subsidiaries. We assess such factors as our forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assetswith indefinite lives, when events and circumstances indicatein determining the need for or sufficiency of apotential impairment. The carrying valuevaluation allowance. Failure to achieve forecasted taxable income in the applicable tax jurisdictions could affect the ultimate realization oflong-liveddeferred tax assets andcustomer-related intangiblescould result in an increase in our effective tax rate on future earnings. Implementation of different tax structures in certain jurisdictions could also impact the need for certain valuation allowances.The amount of income taxes we pay is
considered impaired whensubject to ongoing audits by federal, state and foreign tax authorities, which often result in potential assessments. Significant judgment is required in determining income tax provisions and evaluating tax positions. We establish reserves for open tax years for uncertain tax positions that may be subject to challenge by various tax authorities. The consolidated tax provision and related accruals include theanticipated undiscounted cash flowimpact of such reasonably estimable losses and related interest and penalties as deemed appropriate.On March 31, 2007, we adopted Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” an Interpretation of Statement of Financial Accounting Standards No. 109 (“FIN No. 48”), which has been incorporated into ASC 740 –Income Taxes.ASC 740 addresses the determination of whether tax benefits claimed, or expected to be claimed, on a tax return should be recorded in the financial statements. Under ASC 740, we may recognize the tax benefit from
such assetan uncertain tax position only if it isseparately identifiable andmore-likely-than-not that the tax position will be sustained on examination by the taxing authorities. Thedetermination is
less than its carrying value. In that case, a loss is recognizedbased on theamount by which the carrying value exceeds the fair value. Fair value is determined primarily using the estimated cash flows associated with the asset under review, discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost of disposal. Changes in estimates of future cash flows could result in a write-downtechnical merits of theassetposition and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information.ASC 740 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in
ainterim periods and requires increased disclosures.We believe we have adequately provided for any reasonably foreseeable outcome related to these matters, and our future
period.During 2007,results may include favorable or unfavorable adjustments to our estimated tax liabilities. To theCompany recognized an impairment of approximately $0.6 million associated with a customer-related intangible due toextent that theloss of a contract in Saudi Arabia. As of March 30, 2007, management believes there have been no other events or circumstances that would indicate an impairment of long-lived assets.Indefinite Lived AssetsIndefinite-lived assets, including goodwill and tradename, are not amortized but are subject to an annual impairment test. The first step of the impairment test, used to identify potential impairment, compares the fair value of each of the Company's reporting units with its carrying amount, including indefinite-lived assets. If the fair value of a reporting unit exceeds its carrying amount, indefinite-lived assets of the reporting unit are not considered impaired, and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test shall be performed to measure the amount of the impairment loss, if any. The Company performs the annual test for impairment as of the end of February of each fiscal year. Based on the resultsexpected tax outcome of thesetests, no impairment losses were identified.Income TaxesThe Company determinesmatters changes, such changes in estimate will impact the income tax provisionfor income taxes usingin theasset and liability approach. Under this approach, deferred income taxes represent the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities. The Company records a valuation allowance to reduce deferred tax assets when uncertainty regarding their reliability exists.period in which such determination is made.Equity-Based Compensation Expense
The Company hasWe have adopted the provisions of, and accounted for, equity-based compensation in accordance withFASB No. 123 (revised 2004), "ASC 718-Share-Based PaymentStock Based Compensation" (Statement of Financial Accounting Standards ("SFAS") No. 123R"). Under the fair value recognition provisions, equity-based compensation expense is measured using the grant date fair value for equity awards or is revalued each accounting period for liability awards. See Note 1 for further information regarding the ASC 718 disclosures.We currently have two types of share-based payment awards which are Class B membership interests in DIV Holding LLC (the “Class B membership interests”) and RSUs. The RSUs can be structured as service based or performance based. Our RSUs are classified as liability awards under GAAP and are revalued based on our closing stock price at the end of each accounting period. The Class B membership interests are equity awards under GAAP. Class B membership interests are valued at the grant date
basedusing a discounted cash flow technique to arrive at a fair value of the Class B membership interests. Our fair value analysis includes the following variables: our stock price, outstanding common shares, DIV Holding LLC ownership percentage, remaining preference to Class A holders, and a discount for lack of marketability. The discount for lack of marketability for each grant was estimated on the date of grant using the Black-Scholes-Merton put-call parity relationship computation.The determination of the fair value of the
awardClass B membership interests is affected by our stock price, as well as assumptions including volatility, the risk-free interest rate and expected dividends. We base the risk-free interest rate that we use in the pricing model on a forward curve of risk-free interest rates based on constant maturity rates provided by the U.S. Treasury. We have not paid, and do not anticipate paying, any cash dividends in the foreseeable future and therefore used an expected dividend yield of zero in the pricing model.We are required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We use historical data and probable future events, including the proposed Merger to estimate forfeitures, and record stock-based compensation expense only for those awards that are expected to vest. Our share-based payment awards vest ratably, based on vesting terms which typically range from one to five years, over the requisite service periods, which differ from our recognition of compensation expense that is recognized
ratablyon an accelerated graded basis, over the requisite service periodadjustedforforfeitures. See Note 12 for further discussion on equity-based compensation.each separately vesting portion of the award.Impairment of Goodwill
Fair ValuesGoodwill represents the excess ofFinancial InstrumentsFair valuescosts over fair value offinancial instruments are estimated byassets of businesses acquired. In accordance with ASC 350-20— Intangibles-Goodwill, we evaluate goodwill for impairment annually and when an event occurs or circumstances change to suggest that theCompany using availablecarrying value may not be recoverable. Our annual testing date is at the fiscal end of February of each fiscal year. We also assess goodwill at the end of a quarter if a triggering event occurs. In determining whether an interim triggering event has occurred, management monitors (i) the actual performance of the business relative to the fair value assumptions used during our annual goodwill impairment test, (ii) significant changes to future expectations (iii) and our marketinformation and other valuation methods. Values arecapitalization, which is based onavailable market quotes or estimates usingour average stock price and average common shares over a recent timeframe.We test goodwill for impairment by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is less than the book value, we record impairment, if any, to the extent that the estimated fair value of goodwill is less than the carrying value.
We estimate a portion of the fair value of our reporting units under the income approach by utilizing a discounted cash flow model based on several factors including balance sheet carrying values, historical results, our most recent forecasts, and other relevant quantitative and qualitative information. We discount the related cash flow forecasts using the weighted-average cost of capital method at the date of evaluation. We also use the market approach to estimate the remaining portion of our reporting unit valuation. This technique utilizes comparative market multiples in the valuation estimate. We have historically applied a 50%/50% weighting to each approach. While the income approach has the advantage of utilizing more company specific information, the market approach has the advantage of capturing market based transaction pricing.
Preparation of forecasts and the selection of the discount rate involve significant judgments that we base primarily on existing firm orders, expected future orders, and general market conditions. Significant changes in these forecasts, the discount rate selected, or the weighting of the income and market approach could affect the estimated fair value of one or more of our reporting units and could result in a goodwill impairment charge in a future period.
The combined estimated fair value of all of our reporting units from the weighted total of the market approach and income approach often results in a premium over our market capitalization, commonly referred to as a control premium. The calculated control premium percentage is evaluated and compared to an estimated acceptable midpoint percentage. In the event that the calculated control premium is above this midpoint, a portion of the excess control premium is allocated to reduce the fair value of each reporting unit in order to further assess whether any reporting units have incurred goodwill impairment. Assessing the acceptable control premium percentage requires judgment and is impacted by external factors such as observed control premiums from comparable transactions derived from the prices paid on recent publicly disclosed acquisitions in our industry.
As announced on April 6, 2009, we changed from reporting financial results on the three segments utilized in fiscal year 2009 to reporting three new segments beginning with fiscal year 2010. The goodwill carrying value was reallocated to the three new operating segments using a relative fair value approach based on the
interest rates currently available for similar instruments.new reporting unit structure. Under the new structure, we have six reporting units, two of which have no allocated goodwill carrying value. The remaining four reporting units were allocated goodwill based on relative fair values as required under ASC 350 —Intangibles-Goodwill and Other, all offinancial instruments forwhich had estimated fairvalue amounts are not specifically presented are estimated to approximate the related recordedvalues that substantially exceeded their carrying values.Currency TranslationThe assets and liabilities of the Company's subsidiaries outside the U.S. are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Income and expense items are translated at the average exchange rates prevailing during the period. Gains and losses resulting from currency transactions are recognized currently in income and those resulting from translation of financial statements are included in accumulated other comprehensive income.Recent Accounting Pronouncements
In February 2007, the FASB issued SFAS No. 159, ("SFAS No. 159"),"TheFair Value Option for Financial Assets and Financial Liabilities", which permits an entity to measure certain financial assets and financial liabilities at fair value. Under SFAS No. 159, entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date. The fair value option may be elected on an instrument-by-instrument basis, with a few exceptions, as long as it is applied to the instrument in its entirety. The fair value option election is irrevocable, unless a new election date occurs. SFAS No. 159 establishes presentation and disclosure requirements to help financial statement users understand the effect of the entity's election on its earnings but does not eliminate disclosure requirements of other accounting standards. Assets and liabilities that are measured at fair value must be displayed on the face of the balance sheet. SFAS No. 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007. SFAS No. 159 requires prospective application. The Company does not expect to elect the fair value option for any of its assets and financial liabilities not already measured at fair value under other accounting literature.In September 2006, the FASB issued SFAS No. 158,"Employers' Accounting for Defined Benefit Pension and Other Post-retirement Plans".Among other items, SFAS No. 158 requires recognition of the over-funded or under-funded status of an entity's defined benefit postretirement plan as an asset or liability in the financial statements, the measurement of defined benefit post-retirement plan assets and obligations as of the end of the employer's fiscal year and recognition of the funded status of defined benefit post-retirement plans in other comprehensive income ("OCI"). The standard was effective for the Company as of March 30, 2007. The adoption of SFAS No. 158 did not have an impact on the Company's consolidated financial position, results of operations and cash flows.In September 2006, the FASB issued SFAS No. 157,"Fair Value Measurements."SFAS No. 157 defines fair value, establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. This statement does not require any new fair value measurements; rather, it applies under otherinformation regarding recent accounting pronouncementsthat require or permit fair value measurements. The provisions of this statement areis included in Note 1 tobe applied prospectively as of the beginning of the fiscal year in which this statement is initially applied, with any transition adjustment recognized as a cumulative-effect adjustment to the opening balance of retained earnings. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting SFAS No. 157 on its consolidated financial statements.In September 2006, the SEC issued SAB No. 108"Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,"to address diversity in practice in quantifying financial statement misstatements. SAB No. 108 requires the Company to quantify misstatements based on their impact on each of itsour consolidated financial statements included in “Item 8. Financial Statements andrelated disclosures. SAB No. 108Supplementary Data” of this Annual Report, which iseffective as of the end of fiscal 2007, allowing a one-time transitional cumulative effect adjustmentincorporated herein by reference.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We are subject to
retained earnings as of April 1, 2006 for errors that were not previously deemed material, but are material under the guidance in SAB No. 108. The adoption of SAB No. 108 did not have a material impact on the Company's consolidated financial position, results of operations and cash flows.In June 2006, the FASB issued FASB Interpretation No. 48,"Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109"("FIN 48"). FIN 48 clarifies the accounting and reporting for income taxes recognized in accordance with SFAS No. 109,"Accounting for Income Taxes."This interpretation prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The requirements of FIN 48 are effective for fiscal periods beginning after December 15, 2006. The Company is currently evaluating the interpretation and will adopt FIN 48 in the first quarter of fiscal year 2008. The cumulative effect of adopting FIN 48 will be recorded in retained earnings. The Company does not expect the adoption of FIN 48 to have a material impact on its consolidated financial position, results of operations and cash flows.On May 18, 2006, the State of Texas enacted a law replacing the current franchise tax with a new margin tax that will go into effect on January 1, 2008. The Company estimates that the new margin tax will not have a significant impact on tax expense or deferred tax assets and liabilities.In May 2005, the FASB issued SFAS No. 154,"Accounting Changes and Error Corrections – a replacement of APB Opinion No. 20 and FASB Statement No. 3."SFAS No. 154 provides guidance on the accounting for, and reporting of, accounting changes and error corrections. It establishes, unless impracticable, retrospective application as the required method for reporting a change in accounting principle in the absence of explicit transition requirements specific to the newly adopted accounting principle. SFAS No. 154 also provides guidance for determining whether retrospective application of a change in accounting principle is impracticable and for reporting such a change when retrospective application is impracticable. The provisions of SFAS No. 154 are effective for accounting changes and corrections of errors made in fiscal periods beginning after December 15, 2005. The adoption of SFAS No. 154 did not have a material impact on the Company's consolidated financial position, results of operations and cash flows.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.The inherent risk inmarket risk,sensitive instruments and positionsprimarilyrelatesrelating to potential losses arising from adverse changes in interest rates and foreign currency exchange rates. For a further discussion of market risks we may encounter, see"Risk Factors."“Item 1A. Risk Factors”.Interest Rate Risk
We have interest rate risk relating to changes in interest rates on our variable rate debt. Our policy is to manage interest rate exposure through the use of a combination of fixed and floating rate debt instruments. Our 9.5% senior subordinated notes represent our fixed rate debt, which totaled $375.5 million, including unamortized discount, as of April 2, 2010. Our Term Loan and Revolving Facility represent our variable rate debt. As of April 2, 2010, the balance of our Term Loan was $176.6 million, and we had no borrowings under our Revolving Facility. Borrowings under
the Senior Secured Credit Facilityour variable rate debt bear interest, based on our option, at a rate per annum equal toat our option, either (1) the Prime Rate or (2)LIBOR, plusan applicable margin determined by reference totheleverage ratio, as set forth inApplicable Margin or thedebt agreement.Base Rate plus the Applicable Margin. Theapplicable margins forTerm Loan interest rate at April 2, 2010 was made up of a 2.25% Applicable Margin plus a 0.28% LIBOR rate totaling 2.53%, which excludes thePrime Rate and LIBOR asimpact ofMarch 30, 2007 were 1.25% and 2.25%, respectively. As of March 30, 2007, we had $631.0 million of indebtedness, including the senior subordinated notes and excludingour interestthereon, of which $339.0 million was secured. On the same date, we had approximately $81.9 million available under our Senior Secured Credit Facility (which gives effect to $21.1 million of outstanding letters of credit).rate swaps. Each quarter point change in interest rates on our outstanding variable rate debt as of April 2, 2010 results in approximately$0.8$0.4 million change in annual interestexpense on the term loan and, assuming the entire revolving loan was drawn, an approximately $0.3 million change in annual interest expense on the revolving loan.expense.The table below provides information about our fixed rate and variable rate long-term debt agreements, as of March 30, 2007.Expected Maturity as of March 30, 2007
Fiscal YearAverage
Interest
Rate(Dollars in millions) 2008 2009 2010 2011 2012 Thereafter Total Fixed Rate $ – $ – $ – $ – $ – $ 292.0 $ 292.0 9.50% Variable Rate 37.9 3.9 3.1 294.1 – – 339.0 7.39% Total debt $ 37.9 $ 3.9 $ 3.1 $ 294.1 $ – $ 292.0 $ 631.0 The carrying amount of our borrowings under the Senior Secured Credit Facility approximates fair value based on the variable interest rates of this debt. The fair value of senior subordinated notes is based on their quoted market value. The above table does not give effect to $21.1 million of outstanding letters of credit as of March 30, 2007.In April 2007,During fiscal year 2008, in order to mitigate interest rate risk related tothe term loans, the Companyour Term Loan, we entered into three interest ratehedgeswap agreements with notional amounts totaling$200.0 million, whereby the Company$275 million. These interest rate swaps effectively fixed the interest rate,at 4.975%, plus an applicable margin (2.25% at March 30, 2007)including the Applicable Margin, on the first$200.0$275 million ofitsour debt indexed toLIBORLIBOR. The notional principal of $75 million, which was covered through September 2008, expired and the remaining $176.6 million is protected through May 22, 2010.The Company concluded thatSubsequently, all of the Term Loan and Revolving Facility will be subject to variable interest rate risk. See Note 10 to our consolidated financial statements for further discussion on the interest rateswaps qualify as cash flow hedges under the provisionsswaps.Our Term Loan and Revolving Facility are structured through a syndicate of
SFAS No. 133, "Accounting for Derivative Instrumentsbanks andHedging Activities."are not actively traded. Our 9.5% senior subordinated notes are publicly traded and had a quoted aggregate market value of approximately $383.4 million based on an actual market trade price of 102.19 on April 2, 2010.Foreign Currency Exchange Rate Risk
We are exposed to changes in foreign currency rates. At present, we do not utilize any derivative instruments to manage risk associated with foreign currency exchange rate fluctuations. The functional currency of certain foreign operations is the local currency. Accordingly, these foreign entities translate assets and liabilities from their local currencies to U.S. dollars using year-end exchange rates, while income and expense accounts are translated at the average rates in effect during the year. The resulting translation adjustment is recorded as accumulated other comprehensive (loss) income. Our foreign currency transactions were not material as of April 2, 2010.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTSPage 63 64 65 66 67 68 Financial Statement
Schedule:Schedules:110 111
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Shareholders of DynCorp International Inc.
Falls Church, Virginia
We have audited the accompanying consolidated balance sheets of DynCorp International Inc. and subsidiaries (the
"Company"“Company”) as ofMarch 30, 2007April 2, 2010 andMarch 31, 2006 (Successor),April 3, 2009, and the related consolidatedstatementsStatements ofoperations, shareholders'income, shareholders’ equity, and cash flows for the fiscalyear ended March 30, 2007, the fiscal year ended March 31, 2006, the 49 daysyears ended April1, 2005 (Successor), and the period from2, 2010, April 3,2004 to February 11, 2005 (Immediate Predecessor).2009, and March 28, 2008. Our audits also included the financial statement schedules listed in the Index at Item 15. These financial statements and financial statement schedules are the responsibility of theCompany'sCompany’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.An auditalsoincludes examining, on a test basis, evidence supporting the amounts and disclosures in the financialstatements,statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.As discussed in Note 2 to the financial statements, DynCorp International LLC was a wholly owned subsidiary of DynCorp, which was acquired by a newly formed entity, DynCorp International Inc., on February 11, 2005. As a result, the periods presented in the accompanying financial statements reflect a new basis of accounting beginning February 12, 2005.In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of
the CompanyDynCorp International, Inc. and subsidiaries as ofMarch 30, 2007April 2, 2010 andMarch 31, 2006,April 3, 2009, and the results of their operations and their cash flows for the fiscalyear ended March 30, 2007, the fiscal year ended March 31, 2006, the 49 daysyears ended April1, 2005, (Successor), and the period from2, 2010, April 3,2004 to February 11, 2005 (Immediate Predecessor),2009, and March 28, 2008, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken asawhole, present fairly in all material respects the information set forth therein./s/ Deloitte & Touche LLPAs discussed in Note 1, the Company changed its method of accounting for noncontrolling interests in consolidated subsidiaries and retrospectively adjusted all periods presented in the consolidated financial statements.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of April 2, 2010, based on the criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 4, 2010 expressed an unqualified opinion on the Company’s internal control over financial reporting.
Fort Worth, Texas
June
18, 20074, 2010CONSOLIDATED STATEMENTS OF
OPERATIONS(Dollars in thousands, except per share data)
INCOMESuccessor Immediate
PredecessorFiscal Year
EndedPeriod from
April 3,
2004 to
Feb 11,
200549 Days
Ended
April 1,
2005March 30,
2007March 31,
2006Revenues $ 2,082,274 $ 1,966,993 $ 266,604 $ 1,654,305
Cost of services
(1,817,707)
(1,722,089)
(245,406)
(1,496,109)Selling, general and administrative expenses (107,681) (97,520) (8,408) (57,755) Depreciation and amortization expense (43,401) (46,147) (5,605) (5,922) Operating income 113,485 101,237 7,185 94,519 Interest expense (58,412) (56,686) (8,054) – Interest expense on mandatory redeemable shares (3,002) (21,142) (2,182) – Loss on early extinguishment of debt and preferred stock (9,201) – – – Net earnings from affiliates 2,913 – – – Interest income 1,789 461 7 170 Income (loss) before income taxes 47,572 23,870 (3,044) 94,689 Provision for income taxes (20,549) (16,627) (60) (34,956) Net income (loss) $ 27,023 $ 7,243 $ (3,104) $ 59,733 Basic and diluted income (loss) per share $ 0.49 $ 0.23 $ (0.10) N/A Fiscal Year Ended April 2,
2010April 3,
2009March 28,
2008(Amounts in thousands, except per share data) Revenue
$ 3,585,262 $ 3,101,093 $ 2,139,761 Cost of services
(3,225,593 ) (2,768,962 ) (1,859,666 ) Selling, general and administrative expenses
(106,401 ) (103,583 ) (117,919 ) Depreciation and amortization expense
(41,639 ) (40,557 ) (42,173 ) Operating income
211,629 187,991 120,003 Interest expense
(55,650 ) (58,782 ) (55,374 ) Loss on early extinguishment of debt, net
(146 ) (4,131 ) — Earnings from affiliates
5,202 5,223 4,758 Interest income
542 2,195 3,062 Other income, net
1,035 145 199 Income before income taxes
162,612 132,641 72,648 Provision for income taxes
(51,893 ) (41,995 ) (27,999 ) Net income
110,719 90,646 44,649 Noncontrolling interests
(24,631 ) (20,876 ) 3,306 Net income attributable to DynCorp International Inc.
$ 86,088 $ 69,770 $ 47,955 Basic earnings per share
1.53 1.22 0.84 Diluted earnings per share
1.52 1.22 0.84 See notes to consolidated financial statements.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)Successor March 30, 2007 March 31, 2006 ASSETS Current assets: Cash and cash equivalents $ 102,455 $ 20,573 Restricted cash 20,224 – Accounts receivable, net of allowances of $3,428 and $8,479 461,950 440,195 Prepaid expenses and other current assets 69,487 43,733 Deferred income taxes 12,864 795 Total current assets 666,980 505,296 Property and equipment, net 12,646 8,769 Goodwill 420,180 420,180 Tradename 18,318 18,318 Other intangibles, net 214,364 254,363 Deferred income taxes 13,459 11,518 Other assets, net 16,954 20,645 Total assets $ 1,362,901 $ 1,239,089
LIABILITIES AND SHAREHOLDERS' EQUITYCurrent liabilities: Current portion of long-term debt $ 37,850 $ 2,588 Accounts payable 127,282 132,396 Accrued payroll and employee costs 88,929 65,586 Other accrued liabilities 116,308 45,117 Income taxes payable 13,682 8,280 Total current liabilities 384,051 253,967 Long-term debt, less current portion 593,144 658,963 Other long-term liabilities 6,032 – Shares subject to mandatory redemption Series A preferred stock, stated value $0 and $195,550; 50,000,000 and 350,000 shares authorized; 0 and 190,550 shares issued and outstanding; redemption value of $0 and $219,821 at March 30, 2007 and March 31, 2006, respectively – 219,821
Commitments and contingencies
Shareholders' equity:
Common stock, $0.01 par value – 57,000,000 and 32,000,000 shares
issued and outstanding570 320 Additional paid-in capital 352,245 102,097 Retained earnings 27,023 4,139 Accumulated other comprehensive loss (164) (218) Total shareholders' equity 379,674 106,338 Total liabilities and shareholders' equity $ 1,362,901 $ 1,239,089 Fiscal Years Ended April 2, 2010 April 3, 2009 (Amounts in thousands, except share data) ASSETS Current assets:
Cash and cash equivalents
$ 122,433 $ 200,222 Restricted cash
15,265 5,935 Accounts receivable, net of allowances of $68 and $68
865,156 564,432 Prepaid expenses and other current assets
96,159 124,214 Total current assets
1,099,013 894,803 Property and equipment, net
55,233 18,338 Goodwill
451,868 420,180 Tradename
18,976 18,318 Other intangibles, net
122,040 142,719 Deferred income taxes
5,071 12,788 Other assets, net
30,416 32,068 Total assets
$ 1,782,617 $ 1,539,214 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities:
Current portion of long-term debt
$ 44,137 $ 30,540 Accounts payable
347,068 160,419 Accrued payroll and employee costs
141,132 137,993 Deferred income taxes
18,002 8,278 Other accrued liabilities
111,198 111,590 Income taxes payable
11,358 5,986 Total current liabilities
672,895 454,806 Long-term debt, less current portion
508,010 569,372 Other long-term liabilities
8,434 6,779 Total liabilities
1,189,339 1,030,957 Commitments and contingencies
Shareholders’ equity:
Common stock, $0.01 par value — 232,000,000 shares authorized; 57,000,000 shares issued and 56,286,196 and 56,306,800 shares outstanding, respectively
570 570 Additional paid-in capital
367,488 366,620 Retained earnings
229,461 143,373 Treasury stock, 713,804 and 693,200 shares
(8,942 ) (8,618 ) Accumulated other comprehensive loss
(1,121 ) (4,424 ) Total shareholders’ equity attributable to DynCorp International Inc.
587,456 497,521 Noncontrolling interests
5,822 10,736 Total shareholders’ equity
593,278 508,257 Total liabilities and shareholders’ equity
$ 1,782,617 $ 1,539,214 See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)Successor Immediate
PredecessorFiscal Year
EndedPeriod From
April 3,
2004 to
Feb 11,
200549 Days
Ended
April 1,
2005March 30,
2007March 31,
2006Cash flows from operating activities Net income (loss) $ 27,023 $ 7,243 $ (3,104) $ 59,733 Adjustments to reconcile net income (loss) to net cash provided by
(used by) operating activities:Depreciation and amortization 45,251 47,020 5,704 6,637 Loss on early extinguishment of debt 2,657 – – – Loss on early extinguishment of preferred stock 5,717 – – – Excess tax benefits from equity-based compensation (495) – – – Non-cash interest expense on redeemable preferred stock dividends – 21,142 2,182 – Amortization of deferred loan costs 3,744 2,878 383 – Net loss on sale of assets – – – 21 (Recovery) provision for losses on accounts receivable (2,500) 4,204 – 4,338 Net earnings from affiliates (2,913) (214) (4) (65) Deferred income taxes (14,010) (9,407) – 225 Equity-based compensation 2,353 2,417 – – Changes in assets and liabilities: Restricted cash (20,224) – – – Accounts receivable (19,255) (21,885) (58,344) (133,185) Prepaid expenses and other current assets (25,165) (17,485) 9,866 (20,672) Accounts payable and accrued liabilities 82,427 10,828 12,017 80,658 Redeemable preferred stock dividend (3,695) – – – Income taxes payable 5,921 8,370 60 218 Net cash provided by (used by) operating activities 86,836 55,111 (31,240) (2,092)
Cash flows from investing activities
Acquisition, net of cash received – – (865,053) – Purchase of property and equipment (7,037) (2,271) (244) (8,473) Purchase of computer software (2,280) (3,909) – – Other assets 1,722 (51) (4,097) (2,234) Net cash used by investing activities (7,595) (6,231) (869,394) (10,707)
Cash flows from financing activities
Net proceeds from initial public offering 346,483 – – – Redemption of preferred stock (216,126) – – – Payment of special Class B distribution (100,000) – – – Payments on long-term debt (30,556) (3,449) – – Premium paid on redemption of senior subordinated notes (2,657) – – – Premium paid on redemption of preferred stock (5,717) – – – Payment of deferred financing costs (640) – – – Borrowings under other financing arrangements 11,359 – – – Excess tax benefits from equity-based compensation 495 – – – (Payments) proceeds under revolving credit facilities – (35,000) 35,000 – Net transfers from parent company – – – 14,325 Capital contributions – – 224,825 – Proceeds from the issuance of long-term debt – – 665,000 – Payment of initial public offering costs – (1,940) – – Payment of debt issuance costs – (909) (18,753) – Purchase of interest rate cap – (483) – – Net cash provided by (used by) financing activities 2,641 (41,781) 906,072 14,325 Net increase in cash and cash equivalents 81,882 7,099 5,438 1,526 Cash and cash equivalents, beginning of period 20,573 13,474 8,036 6,510 Cash and cash equivalents, end of period $ 102,455 $ 20,573 $ 13,474 $ 8,036 Income taxes paid (net of refunds) $ 26,183 $ 19,025 $ 2 $ (10) Interest paid $ 55,486 $ 57,464 $ 322 $ – Non-cash investing activities $ – $ 1,194 $ – $ – Fiscal Years Ended April 2,
2010April 3,
2009March 28,
2008(Amounts in thousands) Cash flows from operating activities
Net income
$ 110,719 $ 90,646 $ 44,649 Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
42,578 41,634 43,492 Loss on early extinguishment of debt, net
146 4,131 — Amortization of deferred loan costs
3,894 3,694 3,015 Allowance for losses on accounts receivable
24 (185 ) (923 ) Earnings from affiliates
(5,202 ) (5,223 ) (4,758 ) Distributions from affiliates
2,988 2,439 2,651 Deferred income taxes
15,981 34,273 (1,017 ) Equity-based compensation
2,863 1,883 4,599 Other
4,062 (475 ) (686 ) Changes in assets and liabilities:
Restricted cash
(9,330 ) 5,373 8,916 Accounts receivable
(289,291 ) (50,896 ) (49,675 ) Prepaid expenses and other current assets
24,161 (18,934 ) (36,123 ) Accounts payable and accrued liabilities
182,238 36,441 31,679 Income taxes payable
4,642 (3,930 ) (3,458 ) Net cash provided by operating activities
90,473 140,871 42,361 Cash flows from investing activities
Cash paid for acquisitions, net of cash acquired
(42,889 ) — — Purchase of property and equipment
(39,335 ) (4,684 ) (6,081 ) Purchase of computer software
(6,711 ) (2,596 ) (1,657 ) Contributions to equity method investees
— (2,233 ) (3,366 ) Other investing activities
60 365 (202 ) Net cash used in investing activities
(88,875 ) (9,148 ) (11,306 ) Cash flows from financing activities
Borrowings on long-term debt
193,500 323,751 — Payments on long-term debt
(242,126 ) (315,538 ) (37,832 ) Payments of deferred financing cost
13 (10,790 ) — Purchases of treasury stock
(712 ) (8,618 ) — Borrowings under other financing arrangements
— 26,254 7,423 Payments under other financing arrangements
(2,011 ) (26,628 ) (18,408 ) Excess tax benefits from equity-based compensation
35 184 686 Receipt of proceeds on note receivable from DIFZ sale
— 500 — Payments of dividends to noncontrolling interests
(28,086 ) (5,995 ) — Net cash used in financing activities
(79,387 ) (16,880 ) (48,131 ) Net (decrease) increase in cash and cash equivalents
(77,789 ) 114,843 (17,076 ) Cash and cash equivalents, beginning of year
200,222 85,379 102,455 Cash and cash equivalents, end of year
$ 122,433 $ 200,222 $ 85,379 Income taxes paid, net of refunds
18,686 19,292 36,740 Interest paid
52,824 58,782 53,065 Non-cash sale of DIFZ, including related financing
— 9,545 — See notes to consolidated financial
statements.statementsCONSOLIDATED STATEMENTS OF
SHAREHOLDERS'SHAREHOLDERS’ EQUITY(Dollars and shares in thousands)Common Stock Accumulated
Other
Comprehensive
Income (Loss)Immediate Predecessor Additional
Paid-In
Capital(Accumulated Deficit)
Retained EarningsTotal
Shareholders'
EquityShares Amount Balance at April 3, 2004 $ 396,566 $ 7 $ 396,573 Comprehensive income: Net income 59,733 59,733 Foreign currency translation 60 60 Comprehensive income 59,733 60 59,793 Net transfers to Computer Sciences Corporation 14,325 – 14,325 Balance at February 11, 2005 $ 470,624 $ 67 $ 470,691
Successor
Initial Capitalization – February 12, 2005 32,000 $ 320 $ 99,680 $ – $ – $ 100,000 Comprehensive loss: Net loss (3,104) – (3,104) Foreign currency translation – 22 22 Comprehensive loss (3,104) 22 (3,082) Balance at April 1, 2005 32,000 $ 320 $ 99,680 $ (3,104) $ 22 $ 96,918 Comprehensive income: Net income – 7,243 – 7,243 Change in fair value of interest rate cap – – (260) (260) Foreign currency translation – – 20 20 Comprehensive income – 7,243 (240) 7,003 Equity-based compensation 2,417 – – 2,417 Balance at March 31, 2006 32,000 $ 320 $ 102,097 $ 4,139 $ (218) $ 106,338 Comprehensive income: Net income – 27,023 – 27,023 Change in fair value of interest rate cap – – (16) (16) Foreign currency translation – – 70 70 Comprehensive income – 27,023 54 27,077 Initial public offering of common stock 25,000 250 343,161 – – 343,411 Dividend on Class B equity (95,861) (4,139) – (100,000) Tax benefit associated with equity-based compensation 495 – – 495 Equity-based compensation 2,353 – – 2,353 Balance at March 30, 2007 57,000 $ 570 $ 352,245 $ 27,023 $ (164) $ 379,674 Common
StockAdditional
Paid in
CapitalRetained
EarningsTreasury
SharesOther
Accumulated
Comprehensive
Income (Loss)Shareholders
Equity
Attributable
to DynCorp
International
Inc.Noncontrolling
InterestsTotal
Equity(Amounts in thousands) Balance at March 30, 2007
57,000 $ 570 $ 352,245 $ 27,023 $ — $ (164 ) $ 379,674 $ — $ 379,674 Comprehensive income (loss):
Net income
— 44,649 — — 44,649 — 44,649 Interest rate swap, net of tax
— — — (7,174 ) (7,174 ) — (7,174 ) Interest rate cap, net of tax
276 276 276 Currency translation adjustment, net of tax
— — — 148 148 — 148 Comprehensive income
— 44,649 — (6,750 ) 37,899 — 37,899 Noncontrolling interests
— 3,306 — — 3,306 3,306 Comprehensive income attributable to DynCorp International Inc.
— 47,955 — (6,750 ) 41,205 — 41,205 FIN 48 Adoption Adjustment
$ (1,375 ) $ (1,375 ) (1,375 ) Net Income and comprehensive income attributable to noncontrolling interests
— — — — (3,306 ) (3,306 ) Equity-based compensation
— — 4,095 — — — 4,095 — 4,095 Tax benefit associated with equity- based compensation
— — 686 — — — 686 — 686 Dividends paid to noncontrolling interests
— — — — — Balance at March 28, 2008
57,000 $ 570 $ 357,026 $ 73,603 $ — $ (6,914 ) $ 424,285 $ (3,306 ) $ 420,979 Comprehensive income (loss):
Net income
— 90,646 — — 90,646 — 90,646 Interest rate swap, net of tax
— — — 3,212 3,212 — 3,212 Currency translation adjustment, net of tax
— — — (722 ) (722 ) — (722 ) Comprehensive income
— 90,646 — 2,490 93,136 — 93,136 Noncontrolling interests
— (20,876 ) — — (20,876 ) (20,876 ) Comprehensive income attributable to DynCorp International Inc.
— 69,770 — 2,490 72,260 — 72,260 Net Income and comprehensive income attributable to noncontrolling interests
— — — — 20,876 20,876 Sale of noncontrolling interest in DIFZ
— — 9,220 — — — 9,220 — 9,220 DIFZ financing, net of tax
— — 325 — — — 325 — 325 Treasury shares repurchases
(693 ) — — — (8,618 ) — (8,618 ) — (8,618 ) Equity-based compensation
— — (135 ) — — — (135 ) — (135 ) Tax benefit associated with equity- based compensation
— — 184 — — — 184 — 184 Dividends paid to noncontrolling interests
— — — (6,834 ) (6,834 ) Balance at April 3, 2009
56,307 $ 570 $ 366,620 $ 143,373 $ (8,618 ) $ (4,424 ) $ 497,521 $ 10,736 $ 508,257 Comprehensive income (loss):
Net income
— 110,719 — — 110,719 — 110,719 Interest rate swap, net of tax
— — — 3,244 3,244 — 3,244 Currency translation adjustment, net of tax
— — — 59 59 — 59 Comprehensive income
— 110,719 — 3,303 114,022 — 114,022 Noncontrolling interests
— (24,631 ) — — (24,631 ) — (24,631 ) Comprehensive income attributable to DynCorp International Inc.
— 86,088 — 3,303 89,391 — 89,391 Net Income and comprehensive income attributable to noncontrolling interests
— — — — — 24,631 24,631 DIFZ financing, net of tax
400 — — — 400 — 400 Treasury shares repurchases
(55 ) — — — (712 ) — (712 ) — (712 ) Treasury Shares issued to settle RSU liability
34 — 92 — 388 — 480 — 480 Equity-based compensation
341 — — — 341 — 341 Tax benefit associated with equity- based compensation
35 — — — 35 — 35 Dividends declared to noncontrolling interests
— — — — (29,545 ) (29,545 ) Balance at April 2, 2010
56,286 $ 570 $ 367,488 $ 229,461 $ (8,942 ) $ (1,121 ) $ 587,456 $ 5,822 $ 593,278 See notes to consolidated financial
statements.statementsNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the FiscalYearYears EndedMarch 30, 2007, Fiscal Year Ended March 31, 2006, 49 Days Ended
April1, 2005, and the Period from2, 2010, April 3,2004 to February 11, 2005
2009 and March 28, 2008Note
1—Summary of1 — Significant Accounting Policies and Accounting DevelopmentsUnless the context otherwise indicates, references herein to “we,” “our,” “us” or “DynCorp International” refer to DynCorp International Inc. and our consolidated subsidiaries. DynCorp International Inc., through its subsidiaries (together, the
"Company"“Company”), provides defense and technical services and government outsourced solutions primarily to United States (“U.S.”) government agenciesthroughout the U.S.domestically and internationally.Key offerings include aviation services, such as maintenance and related support, as well as base maintenance/operations and personal and physical security services.Primary customers include the U.S.DepartmentsDepartment of Defense("DoD"(“DoD”) and U.S. Department of State("DoS"(“DoS”), but also include other government agencies, foreign governments and commercial customers.Principles of Consolidation
The consolidated financial statements include the accounts of
the Company and itsboth our domestic and foreign subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Generally, investments in whichthe Company ownswe own a 20% to 50% ownership interest are accounted for by the equity method. These investments are in business entities in whichthe Company doeswe do not have control, buthashave the ability to exercise significant influence over operating and financial policies andisare not the primary beneficiary as defined in Financial Accounting StandardsBoard (the "FASB"Codification (“ASC”)Interpretation No. 46R (Revised 2003),ASC 810 —"Consolidationof Variable Interest Entities"("FIN 46R").The Company hasWe have no investments in business entities of less than 20%.The following table sets forth the Company'sWe have ownership interests in three active joint venturesand companiesthat are not consolidated intothe Company'sour financial statements as ofMarch 30, 2007,April 2, 2010, and are accounted forbyusing the equity method.For all of the entities listed below, the Company has the right to elect half of the board of directors or other management body.Economic rights in active joint ventures are indicated by the ownership percentages in the table listed below.DynCorp-Hibernia Ltd.Babcock DynCorp Limited
50.0%44.0% DynEgypt LLC50.0%Dyn Puerto Rico Corporation49.9%Contingency Response Services LLC45.0%Babcock DynCorp Limited44.0%Partnership for Temporary Housing LLC
40.0%40.0% DCPContingency Response Services LLC
40.0%45.0% The following table sets forth
the Company'sour ownership in joint ventures that are consolidated intothe Company'sour financial statements as ofMarch 30, 2007.April 2, 2010. For the entities listed below,the Company has the right to elect half of the Board of Directors or other management body and iswe are the primary beneficiary as defined inFIN 46R.ASC 810 —Consolidation.Global Linguist Solutions, LLC
51.0%51.0% Global Nation Building LLCDynCorp International FZ-LLC
51.0%50.0% Noncontrolling interests
We are required by accounting principles generally accepted in the United States of America (“GAAP”) to consolidate certain joint ventures for which we do not hold a 100% interest. We record the impact of our joint venture partners’ interests in these consolidated joint ventures as noncontrolling interests. Noncontrolling interests is presented on the face of the income statement as an increase or reduction in arriving at net income attributable to DynCorp International Inc. Noncontrolling interests on the balance sheet is located in the equity section. Noncontrolling interests recorded on our consolidated balance sheet is increased by earnings of our consolidated joint ventures and reduced for dividends paid to our noncontrolling interest partners. Noncontrolling interests related to DynCorp International FZ-LLC (“DIFZ”) is also impacted by the portion of our noncontrolling interests partner’s dividends, which are applied to the promissory notes in accordance with the sales agreement signed in fiscal year 2009. See Note 14 for additional information regarding the sale of a portion of DIFZ.
DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
Revenue Recognition and Cost Estimation on Long-Term Contracts
General
– Revenues are— Revenue is recognized when persuasive evidence of an arrangement exists, services or products have been provided to the client, the sales price is fixed or determinable, andcollectibilitycollectability is reasonably assured.RevenuesWe are predominantly a service provider and only include products or systems when necessary for the execution of the service arrangement and as such, systems, equipment or materials are not generally separable from services. Each arrangement is unique and revenue recognition is evaluated on a contract by contract
type in fiscal 2007basis. We apply the appropriate guidance consistently to similar contracts.The evaluation of the separation and
2006, and forallocation of an arrangement fee to each deliverable within a multiple-deliverable arrangement is dependent upon thecombined periods in fiscal 2005 were as follows:guidance applicable to the specific arrangement.Fiscal Year Contract Type 2007 2006 2005 Fixed-Price 43% 34% 27% Time-and-Materials 36% 38% 39% Cost-Reimbursement 21% 28% 34% 100% 100% 100% The Company expensesWe expense pre-contract costs as incurred for an anticipated contract until the contract is awarded. Throughout the life of the contract, indirect costs, including general and administrative costs, are expensed asincurred and are based on Defense Contract Audit Agency ("DCAA") approved indirect rates.incurred. When revenue recognition is deferred relative to the timing of cost incurred, costs that are direct and incremental to a specific transaction are deferred and charged to expense in proportion to the revenue recognized.
Customer acceptance provisions generally allow the customer to cancel an arrangement when products delivered or services rendered do not meet benefits expected from the arrangement. Acceptance generally occurs before revenue recognition. However, if it can be shown objectively that the acceptance criteria have been satisfied for separable units of accounting or profit centers, as applicable within an arrangement, revenue is recognized before formal acceptance.Management regularly reviews project profitability and underlying estimates. Revisions to the estimates are reflected in results of operations as a change in accounting estimate in the period in which the facts that give rise to the revision become known by management. When estimates of total costs to be incurred on a contract exceed estimates of total revenue to be earned, a provision for the entire loss on the contract is recorded to cost of services in the period the loss is determined. Loss provisions are first offset against costs that are included in inventoried assets, with any remaining amount reflected in liabilities.
Major factors
the Company considerswe consider in determining total estimated revenue and cost include the basic contract price, contract options, change orders (modifications of the original contract), back charges and claims, and contract provisions for penalties, award fees and performance incentives. All of these factors and other special contract provisionsmust beare evaluated throughout the life ofthe Company'sour contracts when estimating total contract revenueto recognize in the periods in which they are earnedunder the percentage-of-completion or proportional methods of accounting.Federal Government Contracts— For all non-construction and non-software U.S. federal government contracts or contract elements, we apply the guidance in the ASC 912 —
–Contractors Federal Government(“ASC 912”). We apply the combination and segmentation guidance in the ASC 605-35-Revenue-Construction Type and Production Type Contracts(“ASC 605-35”) as directed in ASC 912, in analyzing the deliverables contained in the applicable contract to determine appropriate profit centers. Revenue is recognized by profit center using the percentage-of-completion method or completed contract method.Projects under
the Company'sour U.S. federal government contracts typically have different pricing mechanisms that influence how revenue is earned and recognized. These pricing mechanisms are classified ascost plus fixed-fee,cost-plus-fixed-fee, fixed-price,cost reimbursement, cost plus award fee,cost-plus-award-fee, time-and-materials (includingUnit-Price/unit-price/level-of-effort contracts), orindefinite delivery, indefinite quantity ("IDIQ"Indefinite Delivery, Indefinite Quantity (“IDIQ”). The exact timing and quantity of delivery and pricing mechanism for IDIQ profit centers are not known at the time of contract award, but they can contain any type of pricingmechanism; fixed-price, time and materials, cost reimbursable or cost plus fixed fee.mechanism.Revenue on projects with a fixed-price
projectsor fixed-fee, including award fees, is generally recognizedratablybased on progress towards completion over the contract period measured by either output or input methods appropriate to the services or products provided. For example,"output measures"“output measures” can include period of service, such as for aircraft fleet maintenance; and units delivered or produced, such as aircraft for which modification has been completed."Input measures"“Input measures” can include a cost-to-cost method, such as for procurement-related services.DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
Revenue on
fixed-price construction or production-type contractstime-and-materials projects is recognizedon the basisat contractual billing rates for applicable units ofthe estimated percentage of completion. Progress towards completion is typically measured based on achievement of specified contract milestones, when available,measure (e.g. labor hours incurred orbased on costs incurred as a proportion of estimated total costs. Cost of sales is based on actual costs incurred to date, and revenues are recorded in an amount equal to costs incurred plus the estimated gross profit based on the percentage-of-completion. Gross profit for any period equals total expected revenues less total expected costs, multiplied by the percentage-complete at the end of the period in question, less gross profit recognized in prior periods.Cost-reimbursement type contracts can be cost plus fixed fee, or cost plus award fee. Revenue recognition for these two contract types is very similar. In both cases, revenue is based on actual direct cost plus DCAA-approved indirect rates. In the case of cost plus fixed fee, the fixed fee is recognized based on the ratio of the fixed fee for the contract to the total estimated cost of the contract. In the case of cost plus award fee contracts, the fee is made up of two components, base fee and award fee. Base fee is recognized in the same manner as the fee on cost plus fixed fee contracts. Award fees for new contracts that lack specific experience are included in total expected revenues based on an average of the last two award fee periods or award experience for similar contracts.units delivered).The completed contract method is sometimes used when reliable estimates cannot be supported for percentage-of-completion method recognition or for short duration projects when the results of operations would not vary materially from those resulting from use of the percentage-of-completion
method or when reliable estimates cannot be supported for percentage-of-completion method recognition.method. Until complete, project costs are maintained in work in progress, a component of inventory.Contract costs on U.S. federal government contracts, including indirect costs, are subject to audit and adjustment by negotiations between
the Companyus and government representatives. Substantially all ofthe Company'sour indirect contract costs have been agreed upon through 2004. Contractrevenuesrevenue on U.S. federal government contracts have been recorded in amounts that are expected to be realized upon final settlement.Award fees are recognized based on the guidance in ASC 605-35, as directed by ASC 912. Award fees are excluded from estimated total contract revenue until a historical basis has been established for their receipt or the award criteria have been met including the completion of the award fee period at which time the award amount is included in the percentage-of-completion estimation.
Construction Contracts or Contract Elements— For all construction contracts or contract elements, we apply the combination and segmentation guidance found in ASC 605-35, as directed by ASC — 910Contractors Construction(“ASC – 910”), in analyzing the deliverables contained in the contract to determine appropriate profit centers. Revenue is recognized by profit center using the percentage-of-completion method.
Software Contracts or Contract Elements— It is our policy to review any arrangement containing software or software deliverables against the criteria contained in ASC 985 — Software. In addition, ASC 605-25-Revenue Multiple Element Arrangements, is also applied to determine if any non-software deliverables are outside of the scope of ASC 985 when the software is more than incidental to the products or services as a whole. Under the provisions of ASC 985 software deliverables are separated and contract value is allocated based on Vendor Specific Objective Evidence (“VSOE”). We have never sold software on a separate, standalone basis. As a result, software arrangements are typically accounted for as one unit of accounting and are recognized over the service period, including the period of post-contract customer support. All software arrangements requiring significant production, modification, or customization of the software are accounted for under ASC 605-35, as directed by ASC 985.
Other Contracts or Contract Elements
– The Company's— Our contracts withnon-federalnon-U.S. federal government customers are predominantly multiple-element. Multiple-element arrangements involve multiple obligations in various combinations todeliver products,perform services, deliver equipment or materials, grant licenses or other rights, or take certain actions.The Company evaluates these elementsWe evaluate all deliverables in an arrangement toestablishdetermine whether they representseparableseparate units of accounting per the provisions of ASC 605-25 andallocate revenue toarrangement consideration is allocated among theidentifiableseparate units of accounting based on their relative fair values. Fair values are established by evaluating VSOE or third-party evidence if available. Due to the customized nature of our arrangements, VSOE and third-party evidence is generally not available resulting in applicable arrangements being accounted for as one unit of accounting under the guidance of ASC 605-25.We apply the guidance in ASC 605-15 — Revenue Products, or ASC 605-20 — Revenue Services. The timing of revenue recognition for a given unit of accounting will depend on the nature of the deliverable(s) and whether revenue recognition criteria have been met.
Other contracts may include software and software related deliverables, construction contracts, and services with related equipment and materials.The same pricing mechanisms found in U.S. federal government contracts are found in other contracts.The Company applies the guidance in FASB Statement of Position ("SOP") 97-2,"Software Revenue Recognition,"to its software and software related deliverables, SOP 81-1"Accounting for Performance of Construction-Type and Certain Production-Type Contracts"to its construction contracts, and U.S. Securities and Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") No. 104,"Revenue Recognition in Financial Statements"("SAB No. 104"), and other transaction-specific accounting literature to deliverables related to non-federal government services, equipment and materials.DYNCORP INTERNATIONAL INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
Cash and cash equivalents
For purposes of reporting cash and cash equivalents,
the Company considerswe consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.Restricted cash
Restricted cash represents cash restricted by
acertaincontractcontracts in which advance payments are not available for use except to pay specified costs and vendors for work performed on the specific contract. Changes in restricted cash related to our contracts are included as operating activities whereas changes in restricted cash for funds invested as collateral are included as investing activities in the consolidated statements of cash flows. As of April 2, 2010, April 3, 2009, and March 28, 2008, we had no cash restricted as collateral.Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles ("GAAP")GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management evaluates these estimates and assumptions on an ongoing basis, including but not limited to, those relating to allowances for doubtful accounts, fair value and impairment of intangible assets and goodwill, income taxes, profitability on contracts, anticipated contract modifications, contingencies and litigation. Actual results could differ from those estimates.Allowance for Doubtful Accounts
The Company establishesWe establish an allowance for doubtful accounts against specific billed receivables based upon the latest information available to determine whether invoices are ultimately collectible. Such information includes the historical trends of write-offs and recovery of previously written-off accounts, the financial strength of the respective customer and projected economic and market conditions. The evaluation of these factors involves subjective judgments and changes in these factors may cause an increase tothe Company'sour estimated allowance for doubtful accounts, which could significantly impactthe Company'sour consolidated financial statements by incurring bad debt expense. Given thatthe Companywe primarilyservesserve the U.S. government, management believes the riskto be relativelyis low that changes initsour allowance for doubtful accounts would have a material impact onitsour financial results.Property and Equipment
The cost of property and equipment, less applicable residual values, is depreciated using the straight-line method. Depreciation commences when the specific asset is complete, installed and ready for normal use.
As partDepreciation related to equipment purchased for specific contracts is typically included within cost of services, as this depreciation is directly attributable to project costs. We evaluate property and equipment for impairment quarterly by examining factors such as existence, functionality, obsolescence and physical condition. In thepurchase accounting, which resulted fromevent that we experience impairment, we revise theacquisition, all fixed assets were adjusteduseful life estimate and record the impairment as an addition tofair value on February 11, 2005, thus resettingdepreciation expense and accumulateddepreciation to $0 at the acquisition date. See Note 2 for further discussion of the acquisition. The Company'sdepreciation. Our standard depreciation and amortization policies are as follows:Computer and related equipment
3 to 5 years Furniture and other equipment
2 to 10 years Leasehold improvements
Shorter of lease term or useful life DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
Impairment of
Long-LivedLong Lived Assetsincluding Amortized IntangiblesValuesOur long lived assets are primarily made up of customer related intangibles. The initial values assigned to customer-related intangiblesand internally developed technologywere the result of fair value calculations associated with business combinations. The values were determined based on estimates and judgments regarding expectations for the estimated future after-tax cash flows from those assets over their lives, including the probability of expected future contract renewals and sales, less a cost-of-capital charge, all of which was discounted to present value.The Company evaluatesWe evaluate the carrying value oflong-lived assets to be held and used, other than goodwill andour customer-related intangibles on a quarterly basis. The customer related intangibleassets with indefinite lives, when events and circumstances indicate a potential impairment. Thecarrying valueof long-lived assets and customer-related intangiblesis considered impaired when the anticipated undiscounted cashflowflows from such assetis separately identifiable andis less than its carrying value. In that case, a loss is recognized based on the amount by which the carrying value exceeds the fair value.Fair value is determined primarily using the estimated cash flows associated with the asset under review, discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost of disposal. Changes in estimates of future cash flows could result in a write-down of the asset in a future period.During 2007, the Company recognized an impairment of approximately $0.6 million associated with a customer-related intangible due to the loss of a contract in Saudi Arabia. As of March 30, 2007, management believes there have been no other events or circumstances that would indicate an impairment of long-lived assets.IndefiniteIndefinite- Lived AssetsIndefinite-lived assets, including goodwill and indefinite-lived tradename, are not amortized but are subject to an annual impairment test. The first step of the goodwill impairment test
used to identify potential impairment,compares the fair value of each ofthe Company'sour reporting units with its carrying amount, including indefinite-lived assets. If the fair value of a reporting unit exceeds its carrying amount, the indefinite-lived assets of the reporting unit are not considered impaired, and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment testshall beis performed to measure the amount of the impairment loss, if any.The Company performsWe perform the annual test for impairment as of the end of February of each fiscal year. We also perform an annual analysis on our indefinite-lived tradename and test for impairment whenever events occur that indicate an impairment could exist. Based on the results of these tests, no impairment losses wereidentified.identified for the fiscal years ended April 2, 2010, April 3, 2009, and March 28, 2008. See Note 3 for additional discussion of indefinite-lived assets.Income Taxes
The Company determinesWe file income, franchise, gross receipts and similar tax returns in many jurisdictions. Our tax returns are subject to audit by theprovision for income taxes usingInternal Revenue Service, most states in the U.S., and by various government agencies representing many jurisdictions outside the U.S.We use the asset and liability
approach. Under thisapproachdeferredfor financial accounting and reporting for income taxesrepresentin accordance with theexpected futureFinancial Accounting Standards Board (“FASB”) Codification. Deferred income taxconsequences of temporaryassets and liabilities are computed annually for differences between thecarrying amountsfinancial statement and taxbasisbases of assets andliabilities. The Company records a valuation allowanceliabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable toreducethe periods in which the differences are expected to affect taxable income. Income tax expense is made up of current expense which includes both permanent and temporary differences and deferred expense which only includes temporary differences. Income tax expense is the amount of tax payable for the period plus or minus the change in deferred tax assetswhenand liabilities during the period.We make a comprehensive review of our portfolio of uncertain tax positions regularly. The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. We record a liability for the difference between the (i) benefit recognized and measured for financial statement purposes and (ii) the tax position taken or expected to be taken on our tax return. To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. Tax-related interest is classified in interest expense and tax-related penalties are classified in income tax expense. See Note 4 for additional detail regarding
their reliability exists.uncertain tax positions.DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
Equity-Based Compensation Expense
The Company hasWe have adopted the provisions of, and accounted for equity-based compensation in accordance withFASB No. 123 (revised 2004), "ASC 718Share-Based Payment"-Compensation-Stock Compensation("SFAS No. 123R"). Under the fair value recognition provisions, equity-based compensation expense is measured at the grant date based on the fair value of the award and is recognizedratablyon an graded basis over the requisite service period for each separately vesting portion of the award, adjusted for estimated forfeitures. Our RSUs have been determined to be liability awards; therefore, the fair value of the RSUs is remeasured at each financial reporting date as long as they remain liability awards. See Note1211 for further discussion on equity-based compensation.Fair Values of Financial InstrumentsFair values of financial instruments are estimated by the Company using available market information and other valuation methods. Values are based on available market quotes or estimates using a discounted cash flow approach based on the interest rates currently available for similar instruments. The fair values of financial instruments for which estimated fair value amounts are not specifically presented are estimated to approximate the related recorded values.Currency Translation
The assets and liabilities of
the Company'sour subsidiaries, that are outside the U.S. and that have a functional currency that is not the U.S. dollar, are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Income and expense items, for these subsidiaries, are translated at the average exchange rates prevailing during the period. Gains and losses resulting from currency transactions and the remeasurement of the financial statements of U.S. functional currency foreign subsidiaries are recognized currently in income and those resulting from translation of financial statements are included in accumulated other comprehensive income.IndustryOperating SegmentsThe Company's operations are alignedOn April 4, 2009, we announced a reorganization of our business structure to better align with strategic markets and to streamline our infrastructure. Under the new alignment, our three reportable segments were realigned into three new segments, twodivisions, eachof which,constitutes a reporting segment: Government Services ("GS"Global Stabilization and Development Solutions (“GSDS”) andMaintenanceGlobal Platform Support Solutions (“GPSS”), are wholly-owned, andTechnical Support Services ("MTSS"a third segment, Global Linguist Solutions (“GLS”)., is a 51% owned joint venture. The new structure became effective April 4, 2009, the start of our 2010 fiscal year, and is more fully described in Notes 3 and 13 to our consolidated financial statements.Accounting Developments
ReclassificationsCertain prior year amounts have been reclassified to conform to the current year presentation.Recent AccountingPronouncements Implemented in Fiscal Year 2010In
FebruaryDecember 2007, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 160, “Noncontrolling Interests in Consolidated Financial Statements”, which is an amendment of Accounting Research Bulletin No. 51. Certain portions of this statement were incorporated into the ASC 810 —Consolidation. ASC 810 covers several areas including (i) defining the way the noncontrolling interests should be presented in the financial statements and notes, (ii) clarifying that all transactions between a parent and subsidiary are to be accounted for as equity transactions if the parent retains its controlling financial interest in the subsidiary and (iii) requiring that a parent recognize a gain or loss in net income attributable to DynCorp International Inc. when a subsidiary is deconsolidated. This statement is effective for the fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. We adopted this statement in the first quarter of fiscal year 2010, which changed our presentation of noncontrolling interests on our consolidated statements of income, consolidated balance sheets, consolidated statements of cash flows and consolidated statements of shareholders’ equity. We have applied the newly codified noncontrolling interest rules in ASC 810 retrospectively to the presentation of our balance sheets, statements of income, statements of cash flows and statements of equity.In December 2007, the FASB issued SFAS No.
159,"The Fair Value Option for Financial Assets and Financial Liabilities"141 (revised 2007),which permits an entity to measure certain financial assets and financial liabilities at fair value. Under“Business Combinations” (“SFAS No.159, entities that elect141(R)”). This statement replaces FASB Statement No. 141, “Business Combinations.” Certain portions of this statement were incorporated into thefair value option will report unrealized gainsASC 805 —Business Combinations. This topic area retains theDYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and
lossesMarch 28, 2008fundamental requirements in
earnings at each subsequent reporting date. The fair value option may be elected on an instrument-by-instrument basis, with a few exceptions, as long as it is applied to the instrument in its entirety. The fair value option election is irrevocable, unless a new election date occurs.SFAS No.159141 that the acquisition method of accounting (which SFAS No. 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. ASC 805 defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishespresentationthe acquisition date as the date that the acquirer achieves control. Additionally, ASC 805 requires an acquirer to recognize the assets acquired, the liabilities assumed, anddisclosure requirementsany noncontrolling interests in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. Furthermore, ASC 805 also requires acquisition related costs tohelpbe expensed as incurred. ASC 805 was adopted in the first quarter of fiscal year 2010.In December 2007, the FASB ratified EITF 07-1, “Accounting for Collaborative Arrangements”. Certain portions of this statement were incorporated into the ASC 808 —Collaborative Arrangements. ASC 808 provides guidance for determining if a collaborative arrangement exists and establishes procedures for reporting revenue and costs generated from transactions with third parties, as well as between the parties within the collaborative arrangement, and provides guidance for financial statement
users understand the effectdisclosures ofthe entity's election on its earnings but does not eliminate disclosure requirements of other accounting standards. Assets and liabilities that are measured at fair value must be displayed on the face of the balance sheet. SFAS No. 159 iscollaborative arrangements. ASC 808 became effectiveas of the beginning offor us in the first quarter of fiscal yearthat begins after November 15, 2007. SFAS No. 159 requires prospective application.2010. TheCompany doesadoption of ASC 808 did notexpect to elect the fair value option for anyhave a material effect on our consolidated financial position or results ofits assets and financial liabilities not already measured at fair value under other accounting literature.operations. We have included additional disclosure on a collaborative arrangement in Note 15.In
September 2006,April 2008, the FASB issuedSFASStaff Position No.158,"Employers' Accounting for Defined Benefit Pension and Other Post-retirement Plans".Among other items, SFAS No. 158 requires recognition142-3, “Determination of theover-funded or under-funded statusUseful Life ofan entity's defined benefit postretirement plan as an asset or liability in the financial statements, the measurement of defined benefit post-retirement plan assets and obligations as of the end of the employer's fiscal year and recognition of the funded status of defined benefit post-retirement plans in other comprehensive income ("OCI"Intangible Assets” (“FSP No. 142-3”).The standard was effective for the Company as of March 30, 2007. The adoption of SFAS No. 158 did not have an impact on the Company's consolidated financial position, results of operations and cash flows.In September 2006, the FASB issued SFAS No. 157,"Fair Value Measurements."SFAS No. 157 defines fair value, establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. This statement does not require any new fair value measurements; rather, it applies under other accounting pronouncements that require or permit fair value measurements. The provisionsCertain portions of this statementarewere incorporated into both ASC 350 —Intangiblesas well as ASC 275 —Risks and Uncertainties. This guidance amends the factors that should be considered in developing renewal or extension assumptions used tobe applied prospectively asdetermine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”). The applicable portions of thebeginning of the fiscal year in which this statement is initially applied, with any transition adjustment recognized as a cumulative-effect adjustment to the opening balance of retained earnings. This statement isASC are effectivefor financial statements issued forduring fiscal years beginning afterNovemberDecember 15,2007,2008, and interim periods within those fiscal years.The Company is currently evaluatingWe have applied theimpact of adopting SFAS No. 157 on its consolidated financial statements.newly codified rules for any applicable events and transactions in fiscal year 2010.In
September 2006,June 2008, theSECFASB issuedSAB No. 108FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” Certain portions of this statement were incorporated into ASC — 260"ConsideringEarnings Per Share. The codification provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in theEffectscomputation ofPrior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,"earnings per share pursuant toaddress diversity in practice in quantifying financial statement misstatements. SAB No. 108 requirestheCompany to quantify misstatements based on their impact on each of its consolidatedtwo-class method. The FSP is effective for financial statements issued during fiscal years beginning after December 15, 2008, andrelated disclosures. SAB No. 108 is effective as of the end of fiscal 2007, allowing a one-time transitional cumulative effect adjustment to retained earnings as of April 1, 2006 for errors that were not previously deemed material, but are material under the guidance in SAB No. 108.interim periods within those years. The adoption ofSAB No. 108the newly codified rules in ASC 260 did not have a material impact onthe Company's consolidated financial position, results of operations and cash flows.basic or diluted earnings per share.In
June 2006,April 2009, the FASB issuedFASB Interpretation No. 48,"AccountingFSP FAS 141(R)-1 “Accounting forUncertaintyAssets Acquired and Liabilities Assumed inIncome Taxes – an interpretation of FASB Statement No. 109"("FIN 48"a Business Combination that Arise from Contingencies” (“FSP FAS 141(R)-1”).FIN 48Certain portions of this statement were incorporated into ASC 805 —Business Combinations. This clarifies guidance pertaining to contingencies. The updated guidance states that an acquirer shall recognize at fair value, at theaccountingacquisition date, an asset acquired or a liability assumed in a business combination that arises from a contingency if the acquisition-date fair value of that asset or liability can be determined during the measurement period. If the acquisition-date fair value of an asset acquired or a liability assumed in a business combination that arises from a contingency cannot be determined during the measurement period, an asset or a liability shall be recognized at the acquisition date if both of the following criteria are met which are (i) information available before the end of the measurement period indicates that it is probable that an asset existed or that a liability had been incurred at the acquisition date andreporting for income taxes recognized(ii) the amount of the asset or liability can be reasonably estimated. We adopted this recently codified guidance inaccordanceASC 805 in connection with our acquisitions of Phoenix Consulting Group, Inc. (“Phoenix”) and Casals and Associates, Inc. (“Casals”) as further described in Note 16.DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
In May 2009, the FASB issued Statement of Financial Standards No. 165 “Subsequent Events (as amended)” (“SFAS No.
109,165”), which provides guidance on management’s assessment of subsequent events. Certain portions of this statement were incorporated into ASC — 855"Subsequent Events. On February 24, 2010, the FASB issued Accountingfor Income Taxes."This interpretation prescribes a comprehensive model forStandards Update (“ASU”) No. 2010-09 (“ASU 2010-09”), which amends ASC 855 to address certain implementation issues related to an entity’s requirement to perform and disclose subsequent-events procedures. The new guidance clarifies that management must evaluate, as of each reporting period, events or transactions that occur after the balance sheet date through the date that the financialstatement recognition, measurement, presentationstatements are issued. Management must perform its assessment for both interim anddisclosure of uncertain tax positions takenannual financial reporting periods. ASU 2010-09 exempts SEC filers from disclosing the date through which subsequent events have been evaluated. ASU 2010-09 is effective immediately for financial statements that are issued orexpectedavailable to betakenissued. We have adopted ASU 2010-09 for any applicable events and transactions as further described inincome tax returns. The requirements of FIN 48 are effective for fiscal periods beginning after December 15, 2006. The Company is currently evaluating the interpretation and will adopt FIN 48 in the first quarter of fiscal year 2008. The cumulative effect of adopting FIN 48 will be recorded in retained earnings. The Company does not expect the adoption of FIN 48 to have a material impact on its consolidated financial position, results of operations and cash flows.Note 19.On May 18, 2006, the State of Texas enacted a law replacing the current franchise tax with a new margin tax that will go into effect on January 1, 2008. The Company estimates that the new margin tax will not have a significant impact on tax expense or deferred tax assets and liabilities.In
May 2005,June 2009, the FASB issued SFAS No.154,"168, “FASB AccountingChangesStandards Codification andError Corrections – a replacementthe Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 168”). Certain portions of this statement were incorporated into ASC 105 —Generally Accepted Accounting PrinciplesBoard ("APB") Opinion No. 20 and FASB Statement No. 3."This standard is effective for financial statements for interim or annual reporting periods ending after September 15, 2009. ASC 105 replaced SFAS No.154 provides guidance on162, “The Hierarchy of Generally Accepted Accounting and establishes only two levels of GAAP, authoritative and non-authoritative. The codification is the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the SEC, which are sources of authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC accountingfor, and reporting of, accounting changes and error corrections. It establishes, unless impracticable, retrospective application as the required method for reporting a change in accounting principleliterature not included in theabsence of explicit transition requirements specificcodification became non-authoritative. As the codification was not intended tothe newly adopted accounting principle. SFAS No. 154 also provides guidance for determining whether retrospective application of achangein accounting principle is impracticable and for reporting such a change when retrospective application is impracticable. The provisions of SFAS No. 154 are effective for accounting changes and corrections of errors made in fiscal periods beginning after December 15, 2005. The adoption of SFAS No. 154or alter existing GAAP, it did not havea materialany impact on our consolidated financial statements.Pronouncements Not Yet Implemented
In June 2009, the
Company'sFASB issued Statement of Financial Standards No. 167, “Amendments to FASB Interpretation 46(R)” (“SFAS No. 167”) SFAS No. 167 was converted to Accounting Standards Update (“ASU”) No. 2009-17 (“ASU 2009-17”) and was incorporated into ASC 810 —Consolidationonce effective. This statement amends the guidance for (i) determining whether an entity is a variable interest entity (“VIE”), (ii) the determination of the primary beneficiary of a variable interest entity, (iii) requires ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and (iv) changes the disclosure requirements in FIN 46(R)-8. This statement is effective for us beginning April 3, 2010. Management is currently evaluating the effect that adoption of this ASU will have on the company’s consolidated financial position and results ofoperations and cash flows.Note 2—Acquisition and Related Transition Services Agreementsoperations.In October 2009, the FASB issued ASU No. 2009-13, “Revenue Recognition Multiple-Deliverable Revenue Arrangements” (“ASU 2009-13”). This update (i) removes the objective-and-reliable-evidence-of-fair-value criterion from the separation criteria used to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting, (ii) replaces references to “fair value” with “selling price” to distinguish from the fair value measurements required under the
February 11, 2005 TransactionFair Value Measurements and Disclosuresguidance, (iii) provides a hierarchy that entities must use to estimate the selling price, (iv) eliminates the use of the residual method for allocation, and (v) expands the ongoing disclosure requirements. The amendments in this update will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010 and early adoption is permitted. Management is currently evaluating the effect that adoption of this ASU will have on the company’s consolidated financial position and results of operations.DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
On February 11, 2005, DynCorp International Inc. (the "Successor Parent"), a newly formed entity controlled by The Veritas Capital Fund II, L.P. and its affiliates ("Veritas") completed the acquisition of all of the outstanding equity securities of DynCorp International LLC from Computer Sciences Corporation for an original purchase price of $865.3 million, including $775.0 million of cash, preferred stock of the Successor Parent valued at $75.0 million and transaction expenses. The cash payment and transaction expenses were financed through the issuance of the 9.5% senior subordinated notes, borrowings under the Credit Facility (see Note 8) and the issuance of common stock and preferred stock of $100.0 million and $50.0 million, respectively.The original purchase price was subject to an adjustment to the extent that the net working capital of the Company differed from the original agreed upon level. On October 27, 2005, a working capital adjustment was finalized, resulting in an increase to the purchase price of $71.6 million payable in shares of preferred stock of the Successor Parent. The Company recorded the settlement amount, which included preferred stock issued of $65.5 million and the related accumulated dividend from February 11, 2005 to October 27, 2005 of $6.1 million, as an increase to goodwill and shareholders' equity at March 31, 2006. Other purchase accounting adjustments resulted in a net increase to goodwill of $4.0 million. See Note 4.The acquisition was accounted for under the purchase method, and accordingly, the purchase price of the acquisition was allocated to the net assets acquired based on the fair values at the date of the acquisition.A summary of the assets acquired and liabilities assumed in the acquisition is as follows:(Dollars in thousands)EstimatedFair ValuesAccounts receivable$364,170Prepaid expenses and other current assets36,008Intangible assets312,068Property and equipment10,640Other assets13,831Accounts payable and accrued expenses(217,662)Other long-term liabilities(2,258)Goodwill420,180Purchase price936,977Less cash received(8,036)Purchase price, net of cash received$928,941The intangible assets include customer relationships, tradename and internally developed technologies of $290.4 million, $18.3 million and $3.4 million, respectively. The customer relationships were valued at the contract level and are being amortized straight-line over the weighted-average useful life of 8.5 years. The internally developed technologies were amortized over the two-year useful life and were fully amortized at March 30, 2007. The tradename and goodwill are not amortized for financial reporting purposes but are deductible for tax purposes. See Note 4 for further discussion of goodwill.In connection with the acquisition, Veritas was paid a $12.1 million transaction fee and reimbursed for $0.9 million of expenses. The Company also paid $3.9 million of employee retention bonuses, which were expensed over a six-month period beginning February 12, 2005.Management FeeThe Company agreed to pay Veritas an annual management fee of $0.3 million plus expenses. The Company recorded $0.7 million and $0.3 million in fees for the fiscal years ended March 30, 2007 and March 31, 2006, respectively. See Note 16.Transition Services AgreementUpon the closing of the 2005 Acquisition, the Company's operating company entered into a transition services agreement with Computer Sciences Corporation, which covered support services for certain operating areas, including information technology, business systems, financial operations, payroll, human resources and employee benefits. The total cost of transition services during fiscal 2006 and 2005 was $1.6 million and $0.4 million, respectively. Costs incurred during fiscal 2007 were not material. On May 15, 2006, the Company terminated the transition services agreement with Computer Sciences Corporation. All services previously provided by Computer Sciences Corporation are now performed by the Company's own employees.The historical financial statements prior to February 12, 2005 do not reflect the impact of many significant events and changes that have occurred as a result of the separation from Computer Sciences Corporation, including, but not limited to, the establishment of a stand-alone capital structure; the issuance of the debt securities necessary to effect the sale (and the related incurrence of interest expense); and the creation of independent information technology, purchasing, banking, insurance and employee benefits programs.Note
3—2 — Earnings Per ShareBasic earnings per share
isare based on the weighted average number of common shares outstanding during each period. Diluted earnings per shareisare based on the weighted average number of common shares outstanding and the effect of all dilutive common stock equivalents during each period.The CompanyAs discussed in Note 1, we adopted ASC 260 during fiscal year 2010. Under ASC 260, common stock equivalents that contain non-forfeitable rights to dividends or dividend equivalents are considered participating securities and, therefore, are included in the computation of basic earnings per share pursuant to the two-class method. As of April 2, 2010, we did not have any
anti-dilutive or dilutivecommon stock equivalentsduringthat contained non-forfeitable rights to dividends or dividend equivalents.As of the
periods presented.fiscal year ended April 2, 2010, our only common stock equivalents were service or performance based restricted stock units (“RSUs”). Our RSUs may be dilutive and included in diluted earnings per share calculations or anti-dilutive and excluded from such calculations (see Note 11 for additional discussion of RSUs). The following table reconciles the numerators and denominators used in the computations of basic and diluted earnings per share:Successor Fiscal Year
Ended(Amounts in thousands, except per share data) March 30, 2007 March 31, 2006 49 Days
Ended
April 1, 2005Numerator Net income (loss) $ 27,023 $ 7,243 $ (3,104)
Denominator
Weighted average common shares – basic and diluted 54,734 32,000 32,000
Basic and diluted income (loss) per share
$
0.49
$
0.23
$
(0.10)Fiscal Years Ended April 2,
2010April 3,
2009March 28,
2008(Amounts in thousands, except per
share data)Numerator
Net income attributable to DynCorp International Inc.
$ 86,088 $ 69,770 $ 47,955 Denominator
Weighted average common shares — basic
56,272 56,970 57,000 Weighted average affect of dilutive securities
Restricted Stock Units
213 67 4 Weighted average common shares — diluted
56,485 57,037 57,004 Basic earnings per share
$ 1.53 $ 1.22 $ 0.84 Diluted earnings per share
$ 1.52 $ 1.22 $ 0.84 Note
4—3 — Goodwill and other Intangible AssetsWe conduct our annual goodwill impairment test as of the end of our February accounting period each fiscal year. This analysis requires us to generate an estimate of each reporting unit’s fair value. We estimate a portion of the fair value of our reporting units under the income approach by utilizing a discounted cash flow model based on several factors including balance sheet carrying values, historical results, our most recent forecasts, and other relevant quantitative and qualitative information. We discount the related cash flow forecasts using the weighted-average cost of capital method at the date of evaluation. We also use the market approach to estimate the remaining portion of our reporting unit valuation. This technique utilizes comparative market multiples in the valuation estimate. We have historically applied a 50%/50% weighting to each approach. While the income approach has the advantage of utilizing more company specific information, the market approach has the advantage of capturing market based transaction pricing. The
changesestimates and assumptions used in assessing the fair value of our reporting units and the valuation of the underlying assets and liabilities are inherently subject to significant uncertainties.DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
During the fourth quarter of fiscal year 2010, we conducted our annual goodwill impairment test for all reporting units. The result of the impairment test did not indicate an impairment had occurred. We also conducted an assessment to compare our market capitalization to the calculated fair value of all of our reporting units. The aggregate valuation of all of our reporting units, including GLS, was greater than our market capitalization. We concluded this excess premium did not materially impact our goodwill impairment conclusion based on various quantitative and qualitative factors. See Note 1 for additional information.
As announced on April 6, 2009, we changed from reporting financial results on the three segments utilized in fiscal year 2009 to reporting three new segments beginning with fiscal year 2010. The three prior operating segments were International Security Services (“ISS”), Logistics and Construction Management (“LCM”) and Maintenance and Technical Support (“MTSS”). Under the new organizational alignment, our three segments are GSDS, GPSS and GLS.
All of the contracts that made up the ISS and LCM operating segments were realigned into the GSDS operating segment except for GLS, which became a unique operating segment and the Specialty Aviation & Counter Drug strategic business area (“SBA”), which was realigned into the GPSS operating segment. In addition to the Specialty Aviation & Counter Drug SBA, all legacy MTSS programs were realigned into the GPSS operating segment.
The goodwill carrying value was reallocated to the three new operating segments using a relative fair value approach based on the new reporting unit structure. The GLS segment has no goodwill carrying value as this distinct service line came into existence after the legacy goodwill carrying value was established. The change in presentation of our goodwill balance by operating segment from April 4, 2009 to April 2, 2010 is included in the following table as well as additional goodwill obtained as a result of the acquisitions of Phoenix and Casals. See Note 16 for additional information regarding our acquisitions.
The carrying amount of goodwill for the fiscal years ended
March 30, 2007April 2, 2010, April 3, 2009 and March31, 200628, 2008 as well as the changes between March 28, 2008 and April 2, 2010 are as follows:(Dollars in thousands) GS MTSS Total Balance – April 1, 2005 $ 262,331 $ 82,214 $ 344,545 Refinements to purchase price(1) 57,535 18,100 75,635 Balance – March 31, 2006 319,866 100,314 420,180 Transfer between reporting segments(2) 20,163 (20,163) – Balance as of March 30, 2007 $ 340,029 $ 80,151 $ 420,180 ISS LCM MTSS GSDS GPSS GLS Total (Amounts in thousands) Balance — March 28, 2008
$ 340,029 $ — $ 80,151 $ — $ — $ — $ 420,180 Goodwill reallocation
(39,935 ) 39,935 — — — — — Balance as of April 3, 2009
300,094 39,935 80,151 — — — 420,180 Goodwill reallocation
(300,094 ) (39,935 ) (80,151 ) 209,073 211,107 — — Phoenix acquisition
— — — 28,230 — — 28,230 Casals acquisition
— — — 3,458 — — 3,458 Balance as of April 2, 2010
$ — $ — $ — $ 240,761 $ 211,107 $ — $ 451,868 (1)DYNCORP INTERNATIONAL INC.See NoteNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
Intangible assets for
additional information regarding refinements tothepurchase price.(2)Transfer between reporting segments is the result of a reorganizationfiscal years ended April 2, 2010 and April 3, 2009 consist of theCompany's reporting structure within its segments and a related independent fair value analysis of the reporting units within the Company's reporting segments, in the manner required by SFAS 142.
The following tables provide information about changes relating to intangible assets in fiscal years 2007 and 2006:Successor March 30, 2007 (Amounts in thousands, except years) Weighted
Average
Useful Life
(Years)Gross
Carrying ValueAccumulated
AmortizationNet Finite-lived intangible assets: Customer-related intangible assets 8.5 $ 290,381 $ (82,233) $ 208,148 Other 4.2 12,599 (6,383) 6,216 $ 302,980 $ (88,616) $ 214,364
Indefinite-lived intangible assets – Tradename
$
18,318
$
–
$
18,318Successor March 31, 2006 (Amounts in thousands, except years) Weighted
Average
Useful Life
(Years)Gross
Carrying ValueAccumulated
AmortizationNet Finite-lived intangible assets: Customer-related intangible assets 8.5 $ 290,381 $ (43,471) $ 246,910 Other 4.1 11,124 (3,671) 7,453 $ 301,505 $ (47,142) $ 254,363
Indefinite-lived intangible assets – Tradename
$
18,318
$
–
$
18,318As of April 2, 2010 Weighted
Average
Useful
Life
(Years)Gross
Carrying
ValueAccumulated
AmortizationNet (Amounts in thousands, except years) Other intangible assets:
Customer-related intangible assets
8.5 $ 293,807 $ (189,847 ) $ 103,960 Other
6.6 29,923 (11,843 ) 18,080 Total Other intangibles
$ 323,730 $ (201,690 ) $ 122,040 Tradename:
Tradename — finite-lived
5.0 $ 706 $ (48 ) $ 658 Indefinite-lived intangible assets — tradename
18,318 — 18,318 Total tradenames
$ 19,024 $ (48 ) $ 18,976 As of April 3, 2009 Weighted
Average
Useful
Life
(Years)Gross
Carrying
ValueAccumulated
AmortizationNet (Amounts in thousands, except years) Other intangible assets:
Customer-related intangible assets
8.5 $ 290,716 $ (155,142 ) $ 135,574 Other
5.5 15,351 (8,206 ) 7,145 Total Other intangibles
$ 306,067 $ (163,348 ) $ 142,719 Indefinite-lived intangible assets — Tradename
$ 18,318 $ — $ 18,318 Amortization expense for customer-related and other intangibles was
$41.9$38.9 million,$41.7 million, $5.5$37.9 million and$5.3$40.2 million for the fiscalyear ended March 30, 2007, the fiscal year ended March 31, 2006, the 49 daysyears ended April1, 2005, and the period from2, 2010, April 3,2004 to February 11, 2005,2009 and March 28, 2008, respectively.The following schedule outlines an estimate of future amortization based upon the finite-lived intangible assets owned at
March 30, 2007:April 2, 2010:Amortization
Expense (1)(Amounts in
thousands)Estimate for fiscal year 2011
$ 36,480 Estimate for fiscal year 2012
25,610 Estimate for fiscal year 2013
21,695 Estimate for fiscal year 2014
10,213 Estimate for fiscal year 2015
9,953 Thereafter
18,747 (Dollars in thousands)AmortizationExpenseEstimate for fiscal year 2008(1)$39,637Estimate for fiscal year 200936,797Estimate for fiscal year 201036,620Estimate for fiscal year 201132,643Estimate for fiscal year 201222,310Thereafter46,357The future amortization is inclusive of the finite lived intangible-assets and finite-lived tradename.DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
Note
5—4 — Income TaxesThe provision for income taxes consists of the
following:followingSuccessor Immediate
PredecessorFiscal Year
Ended(Dollars in thousands) March 30, 2007 March 31, 2006 49 Days
Ended
April 1, 2005Period From
April 3, 2004 to
February 11, 2005Current portion: Federal $ 28,295 $ 22,849 $ – $ 32,658 State 1,629 1,448 – 1,627 Foreign 4,635 1,618 60 446 34,559 25,915 60 34,731
Deferred portion:
Federal (12,635) (8,797) (349) 214 State (348) (338) (14) 11 Foreign (1,027) (153) – – (14,010) (9,288) (363) 225
Total provision (benefit) for income
taxes before valuation allowance
$
20,549
$
16,627
$
(303)
$
34,956Valuation allowance – – 363 – Provision for income taxes $ 20,549 $ 16,627 $ 60 $ 34,956 Fiscal Year Ended April 2,
2010April 3,
2009March 28,
2008(Amounts in thousands) Current portion:
Federal
$ 29,380 $ 1,127 $ 22,203 State
2,126 1,197 2,338 Foreign
4,406 5,398 4,475 35,912 7,722 29,016 Deferred portion:
Federal
15,520 33,199 (1,026 ) State
432 1,110 22 Foreign
29 (36 ) (13 ) 15,981 34,273 (1,017 ) Provision for income taxes
$ 51,893 $ 41,995 $ 27,999 Temporary differences, which give rise to deferred tax assets and liabilities, were as follows:
(Dollars in thousands) March 30, 2007 March 31, 2006 Deferred tax assets related to: Worker's compensation accrual $ 7,169 $ 3,351 Accrued vacation 6,383 5,853 Bad debt allowance 6,350 3,096 Completion bonus allowance 4,458 2,370 Accrued severance 1,991 – Foreign tax credit carryforwards 1,725 – Accrued executive incentives 1,561 1,729 Depreciable assets 1,222 765 Warranty reserve 1,041 – Legal reserve 884 – Accrued health costs 768 853 Contract loss reserve 469 1,030 Leasehold improvements 352 – Accrued liability insurance 337 1,206 Other 354 512 Total deferred tax assets 35,064 20,765 Deferred tax liabilities related to: Prepaid insurance (5,122) (5,754) Customer intangibles (3,157) (897) Deferred revenue (462) (1,801) Total deferred tax liabilities (8,741) (8,452) Deferred tax assets, net $ 26,323 $ 12,313 As of April 2,
2010April 3,
2009(Amounts in thousands) Deferred tax assets related to:
Worker’s compensation accrual
$ 4,589 $ 5,956 Accrued vacation
6,777 6,593 Billed and unbilled reserves
2,077 2,683 Completion bonus allowance
4,572 5,269 Accrued severance
739 1,122 Accrued executive incentives
4,984 4,098 Depreciable assets
— 540 Legal reserve
4,102 6,146 Accrued health costs
1,367 726 Leasehold improvements
820 799 Interest rate swap
478 2,549 Suspended loss from consolidated partnership
3,572 8,056 FIN 48 deferred tax asset
10,522 5,955 Contract loss reserve
3,099 4,243 Other accrued liabilities and reserves
1,929 1,221 Total deferred tax assets
49,627 55,956 Deferred tax liabilities related to:
Joint ventures-equity method
(1,021 ) (1,775 ) Prepaid insurance
(2,164 ) (8,878 ) Customer intangibles
(20,507 ) (11,659 ) Unbilled receivables
(37,534 ) (27,860 ) DIFZ sale
(1,332 ) (1,274 ) Total deferred tax liabilities
(62,558 ) (51,446 ) Deferred tax (liabilities) assets, net
$ (12,931 ) $ 4,510 DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
Deferred tax assets and liabilities are reported as:
(Dollars in thousands) March 30, 2007 March 31, 2006 Current deferred tax assets $ 12,864 $ 795 Non-current deferred tax assets 13,459 11,518 Deferred tax assets, net $ 26,323 $ 12,313 April 2,
2010April 3,
2009(Amounts in thousands) Current deferred tax (liabilities)
$ (18,002 ) $ (8,278 ) Non-current deferred tax assets
5,071 12,788 Deferred tax (liabilities) assets, net
$ (12,931 ) $ 4,510 In evaluating our deferred tax assets, we assess the need for any related valuation allowances or adjust the amount of any allowances, if necessary. We assess such factors as our forecast of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets in determining the need for or sufficiency of a valuation allowance. Based on this assessment, we concluded no valuation allowances were necessary as of April 2, 2010 and April 3, 2009.
A reconciliation of the statutory federal income tax rate to
the Company'sour effective rate is provided below:Successor Immediate
PredecessorFiscal Year
EndedMarch 30, 2007 March 31, 2006 49 Days
Ended
April 1, 2005Period from
April 3, 2004 to
February 11, 2005Statutory rate 35.0% 35.0% (35.0%) 35.0% State income tax, less effect of federal deduction 1.2% 2.6% (4.6%) 1.7% Nondeductible preferred stock dividends 6.7% 32.8% 29.8% 0.0% Other 0.3% 0.8% 0.4% 0.2% Valuation allowance 0.0% (1.5%) 11.4% 0.0% Effective tax rate 43.2% 69.7% 2.0% 36.9% Earnings (loss) beforeFiscal Years Ended April 2,
2010April 3,
2009March 28,
2008Statutory rate
35.0% 35.0% 35.0% State income tax, less effect of federal deduction
1.1% 1.4% 2.0% Noncontrolling interests
(5.3)% (5.5)% 1.5% Other
1.1% 0.8% 0.0% Effective tax rate
31.9% 31.7% 38.5% Uncertain Tax Positions
We adopted the provisions of FIN No. 48 on March 31, 2007, which was incorporated into ASC 740 —Income Taxes. The amount of unrecognized tax benefits at April 2, 2010 was $12.7 million, of which $2.2 million would impact our effective tax rate if recognized. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
(Amounts in thousands) Balance at March 31, 2007
$ 5,881 Additions for tax positions related to current year
1,619 Additions for tax positions taken in prior years
Reductions for tax positions of prior years
(4,786 ) Settlements
— Lapse of statute of limitations
— Balance at March 31, 2008
$ 2,714 Additions for tax positions related to current year
4,023 Additions for tax positions taken in prior years
2,025 Reductions for tax positions of prior years
Settlements
(2,675 ) Lapse of statute of limitations
— Balance at April 3, 2009
$ 6,087 Additions for tax positions related to current year
1,907 Additions for tax positions taken in prior years
5,133 Reductions for tax positions of prior years
Settlements
(381 ) Lapse of statute of limitations
— Balance at April 2, 2010
$ 12,746 DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
It is expected that the amount of unrecognized tax benefits will change in the next twelve months; however, we do not expect the change to have a significant impact on the results of operations or our financial position.
We recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in income
taxes comprised:tax expense in our Consolidated Statements of Income, which is consistent with the recognition of these items in prior reporting periods. We have recorded a liability of approximately $0.8 million and $0.2 million for the payment of interest and penalties for the years ended April 2, 2010 and April 3, 2009 respectively. For the year ended April 2, 2010, we recognized a net increase of approximately $0.6 million in interest and penalty expense.Successor Immediate
PredecessorFiscal Year
Ended(Dollars in thousands) March 30, 2007 March 31, 2006 49 Days
Ended
April 1, 2005Period From
April 3, 2004 to
February 11, 2005U.S. $ 43,774 $ 23,679 $ (3,038) $ 94,334 Non-U.S. 3,798 191 (6) 355 Total $ 47,572 $ 23,870 $ (3,044) $ 94,689 We file income tax returns in U.S. federal and state jurisdictions and in various foreign jurisdictions. The statute of limitations is open for U.S. federal for our fiscal year 2008 forward. The statute of limitations for state income tax returns is open for our fiscal year 2005 and forward, with few exceptions, and foreign income tax examinations for the calendar year 2007 forward.
Note
6—5 — Accounts ReceivableAccounts Receivable, net consisted of the following:
Successor (Dollars in thousands) March 30, 2007 March 31, 2006 Billed $ 227,942 $ 188,458 Unbilled 232,543 249,489 Other receivables 1,465 2,248 Total $ 461,950 $ 440,195 April 2,
2010April 3,
2009(Amounts in thousands) Billed, net
$ 250,166 $ 220,501 Unbilled
614,990 343,931 Total
$ 865,156 $ 564,432 Unbilled receivables
at March 30, 2007as of April 2, 2010 andMarch 31, 2006April 3, 2009 include$38.3$44.5 million and$31.3$30.7 million, respectively, related to costs incurred on projects for whichthe Company haswe have been requested by the customer to begin work under a new contract or extend work under an existing contract, and for which formal contracts or contract modifications have not been executed at the end of theyear.respective periods. This amount includes contract claims of $0.9 million and $5.3 million as of April 2, 2010 and April 3, 2009, respectively. The balance of unbilled receivables consists of costs and fees billable immediately, on contract completion or other specified events,the majorityvirtually all of which is expected to be billed and collected within one year.Note
7—6 — 401(k) Savings PlansFor the period presented through February 11, 2005, substantially all domestic Company employees and certain foreign employees were able to participate in (a) one of two legacy defined contribution savings plans sponsored by DynCorp, its former parent, until July 2, 2004, and (b) after July 2, 2004, in a defined contribution savings plan sponsored by Computer Sciences Corporation, into which the legacy plans merged. The plans allowed employees to contribute a portion of their earnings in accordance with specified guidelines.In July 2004, the savings plans were merged into Computer Sciences Corporation's defined contribution plan, the Matched Asset Plan ("MAP"). After the plan merger, the match and employer contribution formulas in the MAP remained substantially unchanged from their form in the savings plans.Effective January 6, 2005, the MAP was bifurcated into two mirror image plans, the Computer Sciences Corporation MAP plan and the DynCorp International LLC MAP plan. In conjunction with the Acquisition, the Company agreed to retain the Computer Sciences Stock Fund for a period of two years. The Company adopted an amendment to the DynCorp International LLC MAP plan that prevented any new Company or participant contributions going to the Computer Sciences Corporation stock fund, changed all new Company contributions to cash, and made all Computer Sciences Corporation stock fund amounts diversifiable. All other terms of the plan are unchanged.Effective March 1, 2006,
the Company again amended the MAP and renamed itwe established the DynCorp International Savings Plan (the"Plan"“Savings Plan”). The Savings Plan is a participant-directed, defined contribution, 401(k) plan for the benefit of employees meeting certain eligibility requirements. The Savings Plan is intended to qualify under Section 401(a) of the U.S. Internal Revenue Code (the"Code"“Code”), and is subject to the provisions of the Employee Retirement Income Security Act of1974 ("ERISA").1974. Under the Savings Plan, participants may contribute from 1% to 50% of their earnings, except for highly compensated employees who can only contribute up to 10% of their gross salary. Contributions are made on a pre-tax basis, limited tocertainannual maximums set by the Code. The current maximum contribution per employee is sixteen thousand five hundred dollars per calendar year. Company matching contributions are also made in an amount equal to 100% of the first 2% of employee contributions and 50% of the next 6%,andup to $10,700 per calendar year are invested in various funds at the discretion of the participant.The CompanyWe incurredsavings planSavings Plan expense of approximately$9.5$11.6 million,$8.3 million, $1.2$11.3 million and$6.8$10.7 millionforduring fiscal years 2010, 2009 and 2008, respectively. All Savings Plan expenses are fully funded.DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the
fiscal year ended March 30, 2007, the fiscal year ended March 31, 2006, the 49 days endedFiscal Years Ended April1, 2005, and the period from2, 2010, April 3,2004 to February 11, 2005, respectively.2009 and March 28, 2008Note
8—7 — Long-Term DebtLong-term debt, including the impact of the discount, consisted of the following:
Successor (Dollars in thousands) March 30, 2007 March 31, 2006 Term loans $ 338,962 $ 341,551 9.5% Senior subordinated notes 292,032 320,000 630,994 661,551 Less current portion of long-term debt (37,850) (2,588) Total long-term debt $ 593,144 $ 658,963 Fiscal Years Ended April 2, 2010 April 3, 2009 (Amounts in thousands) Term loans
$ 176,637 $ 200,000 9.5% senior subordinated notes
375,510 399,912 552,147 599,912 Less current portion of long-term debt
(44,137 ) (30,540 ) Total long-term debt
$ 508,010 $ 569,372 Future maturities of long-term debt for each of the fiscal years subsequent to
March 30, 2007 wereApril 2, 2010 are as follows:(Dollars in thousands) 2008 $ 37,850 2009 3,871 2010 3,096 2011 294,145 2012 – Thereafter 292,032 Total long-term debt (including current portion) $ 630,994 (Amounts in thousands) 2011
$ 44,137 2012
55,500 2013
453,219 2014
— 2015
— Thereafter
— Total long-term debt (including current portion) (1)
$ 552,856 (1) The total payoff of $552.9 million is greater than total long-term debt carrying value totaling $552.1 million due to the impact of the unamortized discount. Senior Secured Credit Facility
On
February 11, 2005, the CompanyJuly 28, 2008 we entered into a senior secured credit facility (the"Senior Secured Credit Facility"“Credit Facility”)withconsisting of asyndicaterevolving credit facility ofbanks. The Senior Secured Credit Facility was initially comprised$200.0 million (including a letter ofsenior secured term loanscredit sub-facility ofup to $345.0 million,$125.0 million) (the “Revolving Facility”) and a senior securedrevolvingterm loan facility of $200.0 million (the “Term Loan”). The maturity date of the Credit Facility is August 15, 2012. To the extent that the letter of credit sub-facility is utilized, it reduces the borrowing capacity on the Revolving Facility.On July 28, 2008, we borrowed $200.0 million under the Term Loan at the applicable three-month London Interbank Offered Rate (“LIBOR”) plus the applicable margin then in effect and issued an additional $125.0 million in 9.5% senior subordinated notes (see note below) to refinance the existing credit facility and term loan and pay certain transaction costs. The applicable margin for LIBOR as of
up to $75.0April 2, 2010 was 2.25% per annum, resulting in an actual interest rate under the Term Loan of 2.53% as of April 2, 2010. The LIBOR rate is partially hedged through our swap agreements, as disclosed in Note 10. Deferred financing fees totaling $4.4 millionsubsequently amended to $103.0 millionwere expensed inNovember 2006. The full amountconjunction with the termination of theterm loans was drawnexisting credit facility in the second quarter of fiscal year 2009. Deferred financing fees associated with the Credit Facility totaling $5.2 million were recorded in Other Assets on our consolidated balance sheet in fiscal year 2009. The unamortized deferred financing fees associated with the new Credit Facility totaled $3.5 million as of April 2, 2010. As of April 2, 2010, we had $176.6 million outstanding under our Term Loan at LIBOR plus theclosing to fundApplicable Margin.DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the
2005 Acquisition (see Note 2)Fiscal Years Ended April 2, 2010, April 3, 2009 andpay related fees and expenses. Subsequent to the additional principal payment discussed below, the term loans are due in quarterly payments of $0.7 million through April 1, 2010, and $73.4 million thereafter, with final payment due February 11, 2011.March 28, 2008Borrowings under the
Senior Secured CreditRevolving Facilityare secured by substantially all the assets of the Company and the capital stock of its subsidiaries. The Senior Secured Credit Facility also provides for a commitment guarantee of a maximum of $60.0 million, as amended, for letters of credit. The Senior Secured Credit Facility requires letter of credit fees up to 2.5%, payable quarterly in arrears on the amount available for drawing under all letters of credit.Borrowings under the term loanbear interest at a rate per annum equal toateither theCompany's option, either (1) the PrimeBase Rateor (2) the London Interbank Offered Rate ("LIBOR"),plus an applicable margin determined by reference to the leverage ratio, as set forth in thedebt agreement. The applicable margins forCredit Facility (“Applicable Margin”) or LIBOR plus thePrime RateApplicable Margin. As of April 2, 2010 andLIBORApril 3, 2009, we had no outstanding borrowings under the Revolving Facility.On March 6, 2009 we entered into an amendment of our existing secured credit agreement dated as of
March 30, 2007 were 1.25% and 2.25%, respectively.BorrowingsJuly 28, 2008 with Wachovia Bank, National Association, as Administrative Agent. In addition to certain other changes, the amendment reduced certain excess cash flow repayment requirements as defined under therevolving facility bear interestCredit Facility and expanded the current ability to repurchase our common stock and include the right to redeem a portion of the 9.5% senior subordinated notes due 2013. As further described in Note 9, our board of directors approved a plan in fiscal year 2009 that allowed for $25 million in repurchases for a combination of common stock and/or senior subordinated notes per fiscal year during fiscal years 2009 and 2010.Our available borrowing capacity under the Revolving Facility totaled $170.0 million at April 2, 2010, which gives effect to $30.0 million of outstanding letters of credit under the letter of credit sub-facility. With respect to each letter of credit, a
rate per annumquarterly commission in an amount equal toattheCompany's option, either (1)face amount of such letter of credit multiplied by thePrime Rate or (2) LIBOR plus an applicable margin determined by referenceApplicable Margin and a nominal fronting fee are required tothe leverage ratio, as set forth in the debt agreement.be paid. Theapplicable margins for the Prime Rate and LIBORcombined rate as ofMarch 30, 2007 were 1.0% and 2.0%, respectively.April 2, 2010 was 2.375%.The Company isWe are required, under certain circumstances as defined inthe Senior Securedour Credit Facility, to use a percentage ofexcesscash generated from operations to reduce the outstanding principal of our Term Loan. Based on theterm loans in the following year. Under this provision, additional principal payments of approximately $34.7 million are duefiscal year 2010 financial performance and ending balances, we do not expect to bepaid in the first quarter of fiscal 2008 and are reflected in current portion of long-term debt.required to make such a payment.On May 2, 2005, the Company entered into an interest rate cap, which has the effect of placing a ceiling on the interest expense the Company could incur on $172.5 million of variable debt indexed to LIBOR at 6.5% plus the applicable margin (2.25% at March 30, 2007) as defined by the Senior SecuredThe Credit Facilityagreement. See Note 11 for further discussion of interest rate derivatives.On January 9, 2006, the Company entered into a first amendment and waiver of its Senior Secured Credit Facility. The first amendment and waiver increased the revolving commitment under its Senior Secured Credit Facility by $15.0 million to $90.0 million, which includes an increase in the sub-limit for letters of credit equal to the same amount. The first amendment and waiver also permitted the Company to: (i) pay a transaction fee to Veritas Capital related to the Equity Offering of up to $10.0 million; (ii) pay a distribution to the holders of the Company's Class B common stock in an amount equal to the sum of (x) $100.0 million plus (y) the proceeds, if any, of the underwriters' over-allotment option, net of discount and estimated offering expenses; (iii) redeem all of the Company's then currently outstanding preferred stock; and (iv) redeem up to $65.0 million of the $320.0 million aggregate principal amount of the senior subordinated notes. The first amendment and waiver waived the requirement in the Senior Secured Credit Facility that the Company use 50% of the net cash proceeds from the Equity Offering to prepay loans under the Senior Secured Credit Facility and/or permanently reduce the revolving commitments.On June 28, 2006, the Company and its operating company entered into a second amendment and waiver of its Senior Secured Credit Facility. The second amendment and waiver provided for a new term loan in the amount of $431.6 million, which was the outstanding balance of the existing term loan under the Company's Senior Secured Credit Facility on the date of the second amendment and waiver. The maturity date of the new term loan is unchanged from the maturity date of the existing term loan. The proceeds from the new term loan were used to repay the existing term loan. The second amendment and waiver also, among other things, (i) decreases the interest rate applicable to the term loan under the Company's Senior Secured Credit Facility; (ii) permits the Company to request an increase in its revolving credit facility by an aggregate amount of up to $30.0 million provided that none of the existing lenders or any other lender is committed to provide such increase; (iii) increases the amount of capital expenditures permitted under its Senior Secured Credit Facility from $4.0 million per fiscal year to $8.0 million per fiscal year; (iv) increases the amount of capitalized leases permitted under its Senior Secured Credit Facility; (v) allows for the payment of dividends and the repurchase of its capital stock in the amount of $10.0 million plus, if the Company's leverage ratio (as defined in its Senior Secured Credit Facility) is below 3.25:1.00, 25% of the Company's excess cash flow (as defined in its Senior Secured Credit Facility) for each fiscal year; and (vi) postpones the first prepayment of the Senior Secured Credit Facility based on the Company's excess cash flow until 90 days following its fiscal year which ended on March 30, 2007.In November 2006, the Company obtained additional commitments from two new lenders which increased the revolving credit facility to $103.0 million.At March 30, 2007, availability under the revolving credit line for additional borrowings was approximately $81.9 million (which gives effect to approximately $21.1 million of outstanding letters of credit, which reduced the Company's availability by that amount). The Senior Secured Credit Facility requires an unused line fee equal to 0.5% per annum, payable quarterly in arrears, of the unused portion of the revolving credit facility.The Senior Secured Credit Facility containcontains various financial covenants, including minimumlevels of earnings before interest, taxes, depreciation and amortization ("EBITDA"), minimuminterest andfixed charge coverageleverage ratios, and maximum capital expendituresand total leverage ratio.limits. Non-financial covenants restricttheour abilityof the Company and its subsidiariesto dispose of assets; incur additional indebtedness, prepay other indebtedness or amend certain debt instruments; pay dividends; create liens on assets; enter into sale and leaseback transactions; make investments, loans or advances; issue certain equity instruments; make acquisitions; engage in mergers or consolidations or engage in certain transactions with affiliates; and otherwise restrict certain corporate activities.The Company wasWe were in compliance withitsthese various financial covenants as of April 2, 2010. A change of control is an Event of Default under the Credit Facility andnon-financial covenants at March 30, 2007.The carrying amounttriggers certain rights and remedies of theCompany'sLenders including acceleration of the obligations. A change of control would be triggered in the event we close the proposed Merger. We anticipate that all outstanding indebtedness under the Credit Facility will be repaid concurrently with the proposed Merger.The fair value of our borrowings under
the Senior Securedour Credit Facility approximatesfair value99.5% of the carrying amount based onthe variable interest ratequoted values as ofthis debt.April 2, 2010.9.5% Senior Subordinated Notes
In February 2005,
the Companywe completed an offering of $320.0 million in aggregate principal amount ofitsour 9.5% senior subordinated notes due on February 15, 2013. Proceeds from the original issuance of the senior subordinated notes, net of fees, were $310.0 million and were used to pay the consideration for, and fees and expenses relating totheour 2005Acquisition (see Note 2).formation as an independent company from Computer Sciences Corporation. Interest on the senior subordinated notes is due semi-annually. The senior subordinated notes are general unsecured obligations ofthe Company's subsidiary,our Operating Company, DynCorp International LLC, and certain guarantorsubsidiaries.subsidiaries of DynCorp International LLC, and contain certain covenants and restrictions, which limit our Operating Company’s ability to pay us dividends.DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
PriorIn July 2008, we completed an offering in a private placement pursuant to
February 15, 2009,Rule 144A under theCompany may redeemSecurities Act of 1933, as amended, of $125.0 million in aggregate principal amount of additional 9.5% senior subordinated notes under the same indenture as the senior subordinated notes issued inwhole or in part,February 2005. Net proceeds from the additional offering of senior subordinated notes, combined with proceeds from the Credit Facility, were used to refinance the then existing senior secured credit facility, to pay related fees and expenses and for general corporate purposes. The additional senior subordinated notes also mature on February 15, 2013. The additional senior subordinated notes were issued at approximately aprice equal to 100%1.0% discount totaling $1.2 million. Deferred financing fees associated with this offering totaled $4.7 million. The unamortized deferred financing fees as ofthe principal amountApril 2, 2010 for all of the senior subordinated notesplus a defined make-whole premium, plus accrued interesttotaled $6.2 million.The senior subordinated notes contain various covenants that restrict our ability to make certain payments including declaring or paying certain dividends, purchasing or retiring certain equity interests, prepaying or retiring indebtedness subordinated to the
redemption date. After February 15, 2009,Notes, or make certain investments unless we meet certain financial thresholds including a Fixed Coverage Ratio (as defined in theCompanyNotes) above 2.0. Additionally, the Notes restrict our ability to incur additional indebtedness; sell assets, engage in certain transactions with affiliates; create liens on assets; make acquisitions; engage in mergers or consolidations; and otherwise restrict certain corporate activities. We were in compliance with these various financial covenants as of April 2, 2010.We can redeem the senior subordinated notes, in whole or in part, at defined redemption prices, plus accrued interest to the redemption date. The
Company can also redeem up to 35% of the original aggregate principal amount of the senior subordinated notes at any time before February 15, 2008, with the net cash proceeds of certain equity offerings at a price equal to 109.5% of the principal amount of the senior subordinated notes, plus accrued interest to the redemption date. The holders of thesenior subordinated notes may requirethe Companyus to repurchase the senior subordinated notes at defined prices in the event of certain specified triggering events, including but not limited to certain asset sales,orchange-of-controlevents.On June 9, 2006, in connection with the Equity Offering, the Companyevents, and debt covenant violations. In fiscal year 2009, under a Board authorized program, we redeemed approximately$28.0$16.1 million face value of our senior subordinated notes in the open market for $15.4 million, including transaction fees. The repurchases, when including the impact of the$320.0discount and deferred financing fees, produced an overall gain of $0.3 million. In fiscal year 2010, under the same board authorized program, we redeemed approximately $24.7 millionaggregate principal amountface value of our senior subordinated notes in the open market for $24.3 million, including transaction fees. The repurchases, when including the impact of thesenior subordinated notes. The Company also paid $0.8 million in accrued interest through the redemption datediscount anda prepayment penaltydeferred financing fees, produced an overall debt extinguishment loss of$2.7 million and recognized a $0.8 million loss related to the write-off of a portion of the previously capitalized loan cost for the senior subordinated notes. See Note 10 for further discussion of this Equity Offering.$0.1 million.The fair value of the senior subordinated notes is based on their quoted market value. As of
March 30, 2007,April 2, 2010, the quoted market value of the senior subordinated notes was106.1%approximately 102.2% of stated value. The fiscal year 2010 effective interest rate for the entire outstanding senior subordinated note principal balance as of April 2, 2010 was 9.6%, including the impact of the discount.A change of control under the senior subordinated notes requires a cash tender offer for the outstanding bonds at a set price of 101% of the principal plus accrued and unpaid interest. The holders under the senior subordinated notes have the right to reject the tender offer and if so, these notes would stay outstanding.
Note
9—8 — Commitments and ContingenciesCommitments
The Company hasWe have operating leases for the use of real estate and certain property andequipment. Operating leasesequipment, which are either non-cancelable, cancelable only by the payment of penalties or cancelable upon onemonth'smonth’s notice. All lease payments are based on the lapse of time but include, in some cases, payments for insurance, maintenance and property taxes. There are no purchase options on operating leases at favorable terms, but most leases have one or more renewal options. Certain leases on real estatepropertyare subject to annual escalations for increases in base rents, utilities and property taxes.Lease rentalRental expenseamounted to $50.3was $55.6 million,$54.2 million, $1.7$55.0 million and$11.3$54.9 million for theyear ended March 30, 2007, the year ended March 31, 2006, the 49 daysfiscal years ended April1, 2005, and the period from2, 2010, April 3,2004 to February 11, 2005,2009 and March 28, 2008, respectively.DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
Minimum fixed rentals
requirednon-cancelable for the next five years and thereafter under operating leases in effectat March 30, 2007,as of April 2, 2010, are asfollows (dollars in thousands):follows:Fiscal Year Real Estate Equipment Services 2008 $ 16,013 $ 7,485 $ 1,963 2009 5,926 2,343 – 2010 4,423 522 – 2011 4,338 152 – 2012 4,338 121 – Thereafter 13,056 – – $ 48,094 $ 10,623 $ 1,963 The Company hasReal Estate Equipment Total Fiscal Year (Amounts in thousands) 2011
$ 11,892 $ 4,341 $ 16,233 2012
11,613 4,220 15,833 2013
11,449 3,945 15,394 2014
9,290 3,658 12,948 2015
7,469 3,603 11,072 Thereafter
26,303 14,100 40,403 Total
$ 78,016 $ 33,867 $ 111,883 We have no significant long-term purchase agreements with service providers.
Contingencies
General Legal Matters
Litigation– The Company and its subsidiaries and affiliatesWe are involved in various lawsuits and claims that have arisen in the normal course of business. In most cases,the Company haswe have denied, orbelieves it hasbelieve we have a basis to deny any liability.The Company has recorded its best estimate of the aggregate liability that will result fromRelated to these matters,and believes that these matters are adequately reserved.we have recorded reserves totaling approximately $11.4 million as of April 2, 2010. While it is not possible to predict with certainty the outcome of litigation and other matters discussed below,it is the opinion of the Company's management, based in part upon opinions of counsel, insurance in force and the facts currently known,we believe that liabilities in excess of those recorded, if any, arising from such matters would not have a material adverse effect ontheour results of operations, consolidated financial condition or liquidityof the Companyover the long term.Pending litigation and claims
On May 14, 2008, a jury in the Eastern District of Virginia found against us in a case brought by a former subcontractor, Worldwide Network Services (“WWNS”), on two Department of State (“DoS”) contracts, in which WWNS alleged racial discrimination, tortuous interference and certain other claims. WWNS was awarded approximately $20.5 million in compensatory, contractual and punitive damages and attorneys’ fees, and we were awarded approximately $0.2 million on a counterclaim. On February 2, 2009, we filed an appeal with respect to this matter. On February 12, 2010, the Court of Appeals vacated $10 million in punitive damages, remanded the case for a new trial on punitive damages, and imposed a $350,000 cap on any possible new punitive damages award. WWNS filed a petition seeking re-hearings, which the Court denied. We have reversed the previously accrued punitive damages of $10 million, creating a reduction in Selling, general and administrative expenses. As of the date of this report, we believe we have adequate reserves recorded for this matter.
On December 4, 2006, December 29, 2006, March 14, 2007 and April 24, 2007,
March 14, 2007, December 29, 2006 and December 4, 2006four lawsuits were served, seeking unspecified monetary damages against DynCorp International LLC and several of its former affiliates in the U.S. District Court for the Southern District of Florida, concerning the spraying of narcotic plant crops along the Colombian border adjacent to Ecuador. Three of the lawsuits, filed on behalf of theProvidencesProvinces of Esmeraldas, Sucumbíos, and Carchi in Ecuador, allege violations of Ecuadorian law, international law, andthe statutesstatutory and common lawof Florida,tort violations, including negligence, trespass, and nuisance. The fourth lawsuit, filed on behalf of1,663citizens of the Ecuadorian provinces of Esmeraldas and Sucumbíos, alleges personal injury, various counts of negligence, trespass, battery, assault, intentional infliction of emotional distress, violations of the Alien Tort Claims Act and various violations of international law. The four lawsuits were consolidated, and based on ourDYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
motion granted by the court, the case was subsequently transferred to the U.S. District Court for the District of Columbia. On March 26, 2008, a First Amended Consolidated Complaint was filed that identified 3,266 individual plaintiffs. As of January 12, 2010, 1,256 of the plaintiffs have been dismissed by court orders. The amended complaint does not demand any specific monetary damages; however, a court decision against us, although we believe to be remote, could have a material adverse effect on our results of operations and financial condition, if we are unable to seek reimbursement from the DoS. The aerial spraying operations were and continue to be managed by us under a DoS contract
under which this work is performedin cooperation with the Colombian government. The DoS contract provides indemnification tothe Companyus against third-party liabilities arising out of the contract, subject to available funding.On May 29, 2003, Gloria Longest, a former accounting manager for the Company,A lawsuit filedsuit against DynCorp International LLC under the False Claims Act and the Florida Whistleblower Statute, alleging that it submitted false claims to the government under the International Narcotics & Law Enforcement Affairs contract with the DoS. The action, titledU.S. ex rel. Longest v. DynCorp and DynCorp International LLC, was filed in the U.S. District Court for the Middle District of Florida under seal. The case was unsealed in 2005, and the Company learned of its existenceonAugust 15, 2005 when it was served with the complaint. After conducting an investigation of the allegations made by the plaintiff, the U.S. government did not join the action. The complaint does not demand any specific monetary damages; however, a court ruling against the Company in this lawsuit could have a material adverse effect on its operating performance.OnSeptember 11, 2001,a class action lawsuitand amended on March 24, 2008, seeking$100.0 millionunspecified damages on behalf ofapproximately 10,000 citizenstwenty-six residents of the Sucumbíos Province in Ecuador, wasfiledbrought againstDynCorp International LLCour operating company and several of its former affiliates in the U.S. District Court for the District of Columbia. The action allegespersonal injury, property damage and wrongful death as a consequenceviolations of the laws of nations and United States treaties, negligence, emotional distress, nuisance, battery, trespass, strict liability, and medical monitoring arising from the spraying of herbicides near the Ecuador-Colombia border in connection with the performance of the DoS, International Narcotics and Law Enforcement contract for the eradication of narcotic plant cropsalongin Colombia. As of January 12, 2010, fifteen of theColombian border adjacent to Ecuador. The spraying operations were and continue to be conducted under a DoS contract in cooperation with the Colombian government.plaintiffs have been dismissed by court order. The terms of the DoS contract provide that the DoS will indemnifyDynCorp International LLCour operating company against third-party liabilities arising out of the contract, subject to available funding.The Company isWe are also entitled to indemnification by Computer Sciences Corporation in connection with this lawsuit, subject to certain limitations. Additionally, any damage award would have to be apportioned between the other defendants and our operating company. We believe that theCompany.likelihood of an unfavorable judgment in this matter is remote and that, even if that were to occur, the judgment is unlikely to result in a material adverse effect on our results of operations or financial condition as a result of the third party indemnification and apportionment of damages described above.Arising out of the litigation described in the preceding two paragraphs, on September 22, 2008, we filed a separate lawsuit against our aviation insurance carriers seeking defense and coverage of the referenced claims. On November 9, 2009, the court granted our Partial Motion for Summary Judgment regarding the duty to defend, and the carriers have paid the majority of the litigation expenses. In a related action, the carriers filed a lawsuit against us on February 5, 2009, seeking rescission of certain aviation insurance policies based on an alleged misrepresentation by us concerning the existence of certain of the lawsuits relating to the eradication of narcotic plant crops. On May 19, 2010, our aviation insurance carriers filed a complaint against us seeking reformation of previously provided insurance policies and the elimination of coverage for aerial spraying. The Company believes that the claims asserted by the insurance carriers are without merit and we will defend against them vigorously.
Litigation Relating to the Merger
On April 16, 2010, a putative class action complaint was commenced against us, our directors, Cerberus, and Cerberus’ acquisition entities in the Delaware Court. In this action, captionedShawn K. Naito v. DynCorp International Inc. et al., C.A. No. 5419–VCS, the plaintiff purports to bring the action on behalf of the public stockholders of the Company, and seeks, among other things, equitable relief, to enjoin the consummation of the Merger, and fees and costs. Plaintiff alleges in the complaint that our directors breached their fiduciary duties by, among other things, agreeing to the proposed Merger in which the consideration is unfair and inadequate, failing to take steps to maximize stockholder value, and putting their own interests above those of our stockholders. The complaint further alleges that Cerberus, Parent and Merger Sub aided and abetted the directors’ alleged breaches of their fiduciary duties. On May 7, 2010, we filed an answer that denied the material substantive allegations of the complaint. On May 10, 2010, Cerberus and its acquisition entities filed an answer that denied the material substantive allegations of the complaint. On May 14, 2010, plaintiff filed a motion to amend its complaint to assert
DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
certain alleged failures of disclosure in the Company’s preliminary proxy statement previously filed with the SEC. Such motion was granted by the Court on May 18, 2010. The proposed amended complaint continues to challenge the Board’s discharge of its fiduciary duties in connection with the negotiation of the Merger. On June 2, 2010, we and our directors, as well as Cerberus and its acquisition entities, filed respective answers denying the material substantive allegations of the amended complaint. Meanwhile, plaintiff filed a motion for a preliminary injunction of the Merger on May 17, 2010, and the court has scheduled a hearing to adjudicate that motion on June 17, 2010.
On April 30, 2010, we, our directors and Cerberus’ acquisition entities were named as defendants in a putative class action complaint, captionedKevin V. Meehan v. Robert McKeon et al., C.A. No. 1:10CV 446, filed in the U.S. District Court in the Eastern District of Virginia. In the complaint, the plaintiff purports to represent a class of stockholders and seeks, among other things, equitable relief, including to enjoin us and Cerberus’ acquisition entities from consummating the Merger, in addition to fees and costs. Plaintiff alleges in the complaint that our directors breached their fiduciary duties by, among other things, failing to engage in an honest and fair sale process. The complaint further alleges that the Company and Cerberus’ acquisition entities aided and abetted the directors’ purported breaches. On May 17, 2010 plaintiff filed an amended complaint asserting claims under Section 14a of the Exchange Act, challenging disclosures and alleged omissions in the Company’s proxy statement. On May 19, 2010 plaintiff filed a motion to expedite the case. On May 21, 2010 defendants filed a motion to dismiss the amended complaint and, on May 24, 2010, filed a motion for abstention, asking the court to abstain from proceeding with the case in favor of the substantively similar and earlier-filed action in Delaware described above. On May 27, 2010, the court denied plaintiff’s motion to expedite discovery. The Federal Court has set a hearing on our motions to dismiss and for abstention for June 18, 2010. In addition, following denial of the plaintiff’s motion to expedite discovery in this action, plaintiff’s counsel agreed to coordinate his discovery efforts with the plaintiffs in the Delaware action.
The Company believes that the claims asserted in theNaito andMeehanactions are without merit.
U.S. Government Investigations
– The Company isWe primarily sell our services to the U.S. government. These contracts are subject to extensive legal and regulatory requirements, and we are occasionally the subject of investigations by various agencies of the U.S.
government.government who investigate whether our operations are being conducted in accordance with these requirements, including as previously disclosed in our periodic filings, the Special Inspector General for Iraq Reconstruction report regarding certain reimbursements and the U.S. Department of State Office of Inspector General’s records subpoena with respect to CIVPOL. Such investigations, whether related toitsour U.S. government contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed uponthe Company,us, or could lead to suspension or debarment from future U.S. government contracting.On January 30, 2007, the Special Inspector General for Iraq Reconstruction ("SIGIR") issued a report on Company contract number S-LMAQM-04-C-0030, Task Order 0338, concerning the Iraqi Police Training Program. Among other items, the report raises questions about the Company's work under Task Order 0338U.S. government investigations often take years toestablish a residential campcomplete and many result inBaghdad to house training personnel. Specifically, the SIGIR report recommendsno adverse action against us. We do not believe thatthe Director, Office of Acquisition Management, DoS, seek reimbursementany adverse actions arising fromthe Company of $4.2 million paid by the State Department for work that the SIGIR maintains was not contractually authorized. In addition, the SIGIR report recommends that the State Department request the DCAA to review two Company invoices totaling $19.1 million. In management's opinion and based on facts currently known, the above describedsuch mattersraised in the SIGIR report will notwould have a material adverse effect on our results of operations, consolidated financial condition or liquidity over theCompany's consolidatedlong term.As previously disclosed in our periodic filings, we identified certain payments made on our behalf by two subcontractors to expedite the issuance of a limited number of visas and licenses from a foreign government’s agencies that may raise compliance issues under the U.S. Foreign Corrupt Practices Act. We retained outside counsel to investigate these payments. In November 2009, we voluntarily brought this matter to the attention of the U.S. Department of Justice and the SEC. We are cooperating with the government’s review of this matter. We are also continuing our evaluation of our internal policies and procedures. We cannot predict the ultimate consequences of this matter at this time, nor can we reasonably estimate the potential liability, if any, related to
DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
this matter. However, based on the facts currently known, we do not believe that this matter will have a material adverse effect on our business, financial condition, results of operations or
liquidity.cash flow. We have not recorded any reserves with respect to this matter.U.S. Government Audits
– The Company'sOur contracts are regularly audited by the DCAA and other government agencies. These agencies review
the Company'sour contract performance, cost structure and compliance with applicable laws, regulations and standards. The DCAA also reviews the adequacy of, andthe Company'sour compliance with,itsour internal control systems and policies, includingitsour purchasing, property, estimating, compensation and management information systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed. In addition, government contract payments received bythe Companyus for allowable direct and indirect costs are subject to adjustment after audit by government auditors and repayment to the government if the payments exceed allowable costs as defined in the government contracts.In management's opinion, there are no outstanding U.S. government audit issues of this nature as of March 30, 2007 that could have a material adverse effect on the Company's consolidated financial condition, results of operations or liquidity.The Defense Contract Management Agency
("DCMA"(“DCMA”) formally notifiedthe Companyus of non-compliance with Cost Accounting Standard("CAS")403, Allocation of Home Office Expenses to Segments, on April 11, 2007.The CompanyWe issued a response to the DCMA on April 26, 2007 with a proposed solution to resolve the area of non-compliance, which related to the allocation of corporate general and administrative costs between our divisions. On August 13, 2007, theCompany's divisions. This issueDCMA notified us that additional information would be necessary to justify the proposed solution. We issued responses on September 17, 2007, April 28, 2008 and September 10, 2009 and the matter iscurrentlypendinga DCMA response to the Company's April 26, 2007 letter. In management's opinion and basedresolution. Based on facts currently known, we do not believe theabovematters describedmattersin this and the preceding paragraph willnothave a material adverse effect onthe Company's consolidated financial condition,our results of operations orliquidity.financial condition.We are currently under audit by the Internal Revenue Service (“IRS”) for employment taxes covering the calendar years 2005 through 2007. In the course of the audit process, the IRS has questioned our treatment of exempting from U.S. employment taxes all U.S. residents working abroad for a foreign subsidiary. While we believe our treatment with respect to employment taxes, for these employees, was appropriate, a negative outcome on this matter could result in a potential liability, including penalties, up to approximately $113.8 million related to these calendar years.
Contract Matters
During the first quarter of fiscal year 2009 we terminated for cause a contract to build the Akwa Ibom International Airport for the State of Akwa Ibom in Nigeria. Consequently, we terminated certain subcontracts and purchase orders the customer advised us it did not want to assume. Based on our experience with this particular Nigerian state government customer, we believe it likely the customer will challenge our termination of the contract for cause and initiate legal action against us. Our termination of certain subcontracts not assumed by the customer, including our actions to recover against advance payment and performance guarantees established by the subcontractors for our benefit is being challenged in certain instances. Although we believe our right to terminate this contract and such subcontracts was justified and permissible under the terms of the contracts, and we intend to rigorously contest any claims brought against us arising out of such terminations, if courts were to conclude that we were not entitled to terminate one or more of the contracts and damages were assessed against us, such damages could have a material adverse effect on our results of operations or financial condition. At this time, any such damages are not estimable.
In November 2009, a U.S. grand jury indicted one of our collaborative partners on the LOGCAP IV contract, Agility, on charges of fraud and conspiracy, alleging that it overcharged the U.S. Army on $8.5 billion worth of contracts to provide food to soldiers in Iraq, Kuwait and Jordan. Although Agility is associated with our LOGCAP IV collaborative arrangement, these allegations were in no way related to the work performed under
DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
LOGCAP IV. Effective December 16, 2009, we removed Agility as a collaborative partner on the LOGCAP IV contract and terminated the work under existing task orders. In April 2010, Agility filed an arbitration demand, asserting claims for breach of contract, fiduciary duty and unjust enrichment. Agility is seeking a declaration that it is entitled to a 30% share of the LOGCAP IV fees over the life of the contract. We have filed a request to dismiss the arbitration demand. We believe our right to remove Agility as a collaborative partner was justified and permissible. We intend to vigorously defend against Agility’s claims.
Credit Risk
– The primary financial instruments that potentiallyWe are subject
the Companyto concentrations of credit riskareprimarily by virtue of our accounts receivable. Departments and agencies of the U.S. federal government account for all but minor portions ofthe Company'sour customer base, minimizing this credit risk. Furthermore,the Companywe continuouslyreviewsreview all accounts receivable andrecordsrecorded provisions for doubtfulaccounts as needed.accounts.Risk Management Liabilities and Reserves
–The Company isWe are insured for domestic
worker'sworker’s compensation liabilities and a significant portion ofitsour employee medical costs. However,the Company bearswe bear risk for a portion of claims pursuant to the terms of the applicable insurance contracts.The Company accountsWe account for these programs based on actuarial estimates of the amount of loss inherent in thatperiod'speriod’s claims, including losses for which claims have not been reported. These loss estimates rely on actuarial observations of ultimate loss experience for similar historical events.The Company limits itsWe limit our risk by purchasing stop-loss insurance policies for significant claims incurred for both domesticworker'sworker’s compensation liabilities and medical costs.The Company'sOur exposure under the stop-loss policies for domesticworker'sworker’s compensation and medical costs is limited based on fixed dollar amounts. For domesticworker'sworker’s compensation andemployer'semployer’s liability under state and federal law, the fixed-dollar amount of stop-loss coverage is $1.0 million peroccurrence.occurrence on most policies; but, $0.25 million on a California based policy. For medical costs, the fixed dollar amount of stop-loss coverage is from $0.25 million to $0.75 million for total costs per covered participantfor the fiscal planper calendar year.Note 10—Shareholders'NOTE 9 — Shareholders’ EquityInitial public offeringTreasury SharesOn May 9, 2006, the Company consummated an initial public offering of 25 million shares of its Class A common stock, par value $0.01 per share, at a price of $15.00 per share (the "Equity Offering"). After underwriting commissions of $22.5 million, a fee of $5.0 million to Veritas Capital, and transaction costs of $2.5 million, net proceeds to the Company were approximately $345.0 million. The Company used the net proceeds, together with cash on hand, to repay a portion of its outstanding debt (see Note 8) and complete the transactions described below.In
conjunction with the Equity Offering, the Company's shareholders approved an amendment and restatement of the Company's certificate of incorporation with the Secretary of State of the State of Delaware. The amended and restated certificate of incorporation authorized the Company to issue up to:(1)232 million shares of Class A common stock, par value $0.01 per share; and(2)50 million shares of preferred stock, par value $0.01 per share.
The new shares of preferred and common stock have rights identical to the preferred stock and the Class A common stock of the Company outstanding immediately before filing the amendment. At March 30, 2007, the Company had no preferred stock outstanding and 57 million shares of Class A common stock outstanding.Stock Split– On May 3, 2006, the Company'sfiscal year 2009, our board of directorsand shareholders approved a 64-for-1 stock split for the 500,000 sharesauthorized us to repurchase up to $25.0 million, ofthe Company's Class Bour common stockoutstandingand/or senior subordinated notes during fiscal years 2009 and 2010. Under this authorization, the securities could be repurchased from time to time in the open market or through privately negotiated transactions at our discretion, subject to market conditions, and in accordance with applicable federal and state securities laws and regulations.During fiscal year 2009, we purchased 693,200 of our shares for $8.6 million. During fiscal year 2010, we purchased 54,900 shares for $0.7 million. We also issued 34,296 shares to settle vested RSUs in fiscal year 2010. We have 713,804 treasury shares as of
May 3, 2006. After the stock split, effective May 3, 2006, each holderApril 2, 2010. The board approval ended on April 2, 2010. The repurchases ofrecord held 64 shares of common stock for every one share held immediately prior to the effective date.senior subordinated notes is discussed in Note 7.Accumulated Other Comprehensive Loss
Following the effective date of the stock split, the par value of the common stock remained at $0.01 per share. As a result, the Company has increased common stock in the consolidatedOur accumulated other comprehensive loss balancesheetsincluded unrealized foreign currency losses andstatement of shareholders' equity, included herein on a retroactive basis for all periods presented, with a corresponding decrease to additional paid-in capital. All share and per-share amounts and related disclosures were retroactively adjusted for all periods presented to reflect the 64-for-1 stock split.Special Cash Dividend –Prior to the closing of the Equity Offering, the board of directors declared a mandatory dividend, payable in cash and subject to the consummation of the Equity Offering, to the holders of record on May 3, 2006 of the then-outstanding shares of the Company's Class B common stock, in an aggregate amount of $100.0 million. The Company paid the mandatory dividend on May 9, 2006. As a result of the dividend, the Company fully reduced retained earnings by $4.1 million and reduced additional paid-in capital by $95.9 million for the remainder of the dividend. Upon the payment of mandatory dividend to the holders of the Company's Class B common stock and the expiration of the underwriters' over allotment option from the Equity Offering, each share of Class B common stock then issued and outstanding was automatically converted into one fully paid and non-assessable share of Class A common stock.Preferred Stock– In conjunction with the Equity Offering, the Company redeemed all of its outstanding $0.01 par value Series A-1 and Series A-2 preferred stock for $222.8 million, including accrued and unpaid dividends as of the date of redemption of May 9, 2006. In addition, the Company paid $5.7 million in prepayment penalties as a result of the early redemption.Note 11—Interest Rate DerivativesDerivative financial instruments are recognized as either assets or liabilities in the balance sheet and carried at fair value. Gains or losses on derivativesinterest rate swaps designated as cash flow hedgesare initially reportedasa componentofOCIApril 2, 2010 andlater classified into earningsApril 3, 2009. The balance in accumulated other comprehensive loss related to unrealized foreign currency losses, net of tax, was $0.4 million andDYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the
period in which the hedged item also affects earnings.Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008In May 2005, the Company purchased at a premium$0.5 million as of
approximately $0.5 million a three-yearApril 2, 2010 and April 3, 2009, respectively. The balance in accumulated other comprehensive loss related to interest ratecap, which has the effectswaps, net ofplacing a ceiling on the interest expense the Company could incur on $172.5tax, was $0.7 million and $4.0 million as ofvariable debt indexed to the LIBOR at 6.5% plus the applicable margin (2.25% at March 30, 2007) as defined by the Senior Secured Credit Facility agreement. TheApril 2, 2010 and April 3, 2009, respectively.Note 10 — Interest Rate Derivatives
As of April 2, 2010, our derivative instruments consisted of two interest rate
cap wasswap agreements. The $168.6 million derivative is designatedby the Companyas a cash flowhedge. As of March 30, 2007, the fair value ofhedge that effectively fixes the interest ratecap approximated zeroon the applicable notional amount of our variable rate debt. The $31.4 million swap derivative no longer qualifies for hedge accounting as it continues to be fully dedesignated as of April 2, 2010.Date Entered
Notional
AmountFixed
Interest
Rate Paid*Variable
Interest Rate
ReceivedExpiration
Date(Amounts in thousands) April 2007
$ 168,620 4.975 % 3-month LIBOR May 2010 April 2007
$ 31,380 4.975 % 3-month LIBOR May 2010 * Plus applicable margin (2.25% as of April 2, 2010). During fiscal 2010, we paid $8.9 million in net settlements and incurred $8.3 million of expenses, of which $7.8 million was recorded to interest expense and $0.5 million was recorded to other (loss)/income. During fiscal year 2009, we paid $5.8 million in
the accompanying condensed consolidated balance sheet innet settlements and incurred $6.5 million of expenses, of which $5.3 million was recorded to interest expense and $1.2 million was recorded to otherassets with the reduction in fair value, net of tax, recorded in equity as(loss)/income.Amounts are reclassified from accumulated other comprehensive
loss.income into earnings as net cash settlements occur, changes from quarterly derivative valuations are updated, new circumstances dictating the disqualification of hedge accounting and adjustments for cumulative ineffectiveness are recorded.The fair values of our derivative instruments and the line items on the Consolidated Balance Sheet to which they were recorded as of April 2, 2010 and April 3, 2009 are summarized as follows (amounts in thousands):
Derivatives designated as hedges under
ASC 815
Balance Sheet Location
Fair Value at
April 2, 2010Fair Value
at
April 3,
2009Interest rate swaps
Other accrued liabilities
$ 1,385 $ 5,259 Interest rate swaps
Other long-term liabilities
— 957 Total
$ 1,385 $ 6,216 Derivatives not designated as hedges under
ASC 815
Balance Sheet Location
Fair Value at
April 2, 2010Fair Value
at
April 3,
2009Interest rate swaps
Other accrued liabilities
$ 249 $ 893 Interest rate swaps
Other long-term liabilities
— 182 Total
$ 249 $ 1,075 Total Derivatives
$ 1,634 $ 7,291 Note 12—Equity-Based CompensationDYNCORP INTERNATIONAL INC.SuccessorNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
DuringThe effects of our derivative instruments on other comprehensive income (“OCI”) and our Consolidated Statements of Income for the fiscal year ended April 2, 2010 is summarized as follows (amounts in thousands):
Derivatives Designated as
Cash Flow HedgingInstruments under ASC 815
Change in OCI
from Gains
(Losses)
Recognized in OCI
on Derivatives
(Effective Portion)
Fiscal Year ended
April 2, 2010GAINS (LOSSES) RECLASSIFIED FROM
ACCUMULATED OCI INTO INCOME
(EFFECTIVE PORTION)GAINS (LOSSES)
RECOGNIZED
IN INCOME ON DERIVATIVES
(INEFFECTIVE PORTION)Line Item in Statements
of Income
Amount Line Item in Statements
of Income
Amount Interest rate derivatives
$ (5,085 ) Interest expense
$ (7,789 ) Other (loss)/income, net
$ — Total
$ (5,085 ) $ (7,789 ) $ — The effects of our derivative instruments on OCI and our Consolidated Statements of Income for the fiscal year ended April 3, 2009 is summarized as follows (amounts in thousands):
Derivatives Designated as
Cash Flow HedgingInstruments under ASC 815
Change in OCI
from Gains
(Losses)
Recognized in OCI
on Derivatives
(Effective Portion)
Fiscal Year ended
April 3, 2009GAINS (LOSSES) RECLASSIFIED FROM
ACCUMULATED OCI INTO INCOME
(EFFECTIVE PORTION)GAINS (LOSSES) RECOGNIZED
IN INCOME ON DERIVATIVES
(INEFFECTIVE PORTION)Line Item in Statements
of Income
Amount Line Item in Statements
of Income
Amount Interest rate derivatives
$ 5,039 Interest expense
$ (5,628 ) Other (loss)/income, net
$ 370 Total
$ 5,039 $ (5,628 ) $ 370 The expenses incurred on the portion of the derivatives that did not qualify for hedge accounting is as follows for the fiscal years ended
March 30,April 2, 2010 and April 3, 2009 (amounts in thousands).AMOUNT OF GAIN OR (LOSS)
RECOGNIZED IN INCOME ON DERIVATIVE
Fiscal
Year
Ended
April 2,
2010Fiscal
Year
Ended
April 3,
2009Derivatives not Designated
as Hedging Instruments
under ASC 815
Line Item in Statements of Income
Amount Amount Interest rate derivatives
Other (loss)/income, net $ (501 ) $ (1,245 ) Total
$ (501 ) $ (1,245 ) As of April 2, 2010, we estimate that $1.1 million of losses associated with the interest rate swap related to $168.6 million of notional debt included in accumulated other comprehensive income will be reclassified into earnings over the remaining life of the derivative which expired in May 2010. The other interest rate swap does not qualify for hedge accounting and has been marked to market, which generated a $0.2 million liability as of April 2, 2010. See Note 17 for fair value disclosures associated with these derivatives.
Note 11 — Equity-Based Compensation
As of April 2, 2010, we have provided equity-based compensation through the granting of Class B interests in DIV Holding LLC, the largest holder of our common stock and the granting of RSUs under our 2007 Omnibus
DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March
31,28, 2008Incentive Plan (the “2007 Plan”). All of our equity-based compensation is accounted for under ASC 718 —Compensation-Stock Compensation. Under this method, we recorded equity-based compensation expense of $2.9 million, $1.9 million and $4.6 million during fiscal years 2010, 2009 and 2008, respectively.
Class B Equity
Between fiscal years 2006 and 2009, certain members of management and outside directors were granted
an ownership interest through a plan that grantedClass B interests in DIV Holding LLC, themajoritylargest holder ofthe Company'sour stock. DIV Holding LLC conducts no operations and was established for the purpose of holding equity intheour Company. AtMarch 30, 2007April 2, 2010, April 3, 2009 and March31, 2006,28, 2008, the aggregate individual grants owned by current and former management and directors represented approximately6.3%4.6%, 4.7% and6.4%6.2% of the ownership in DIV Holding LLC, respectively.On a fullyThe vestedbasis, theseownershippercentages represent an approximate aggregate ownershippercentage inthe CompanyDIV Holding LLC by Class B members totaled 4.3%, 3.7% and 2.8% as of3.6%.April 2, 2010, April 3, 2009 and March 28, 2008, respectively.The Class B interests are subject to either four-year or five-year graded vesting schedules with
anany unvested interest reverting to the holders of Class A interests in the event they are forfeited or repurchased. Class B interests are granted with no exercise price or expiration date. Pursuant to the terms of the operating agreement governing DIV Holding LLC, the holders of Class B interest are entitled to receive their respectiveownershipownership’s proportional interest of all distributions made by DIV Holding LLC provided the holders of the Class A interests have received an 8% per annum internal rate of return on their invested capital. Additionally, DIVHolding'sHolding’s operating agreement limits Class B interests to 7.5% in the aggregate.Pursuant to the terms of the operating agreement governing DIV Holding LLC,
if the Company'ssince our shares are publicly traded,on or after February 11, 2010,Class B interests may be redeemed at the end of any fiscal quarter forthe Company'sour stock or cash at the discretion of Veritas Capital on thirty days written notice upon the later of June 30, 2010 or the date said Class B member is no longer subject to reduction. Class B members remain subject to reduction until the earlier of such Class Bmember'smember’s fourth or fifth employment/directorship anniversary, depending upon the terms of suchmember'smember’s employment agreement, date of termination, or change incontrol of the Company.our control.The grant date fair value of the Class B interest
at March 30, 2007granted through fiscal year 2010 was$13.3$18.3 million.The Company retained an independent party to conductWe performed a fair value analysis of the Class B interests granted prior to the initial publicoffering. The independent party used theoffering (“IPO”) using a discounted cash flow technique to arrive at a fair value of the Class B interest of $7.6 million at March 31, 2006.SubsequentFor the Class B interests issued prior to theinitial public offering, the Company usesIPO, our fair value analysis was based on a market value model thatincludesincluded thefollowing variables:impact of theCompany's stock price, outstanding common shares,DIV Holding LLC ownership percentage, the remaining preference to Class A holders, and a discount for lack of marketability. The discount for lack of marketability for each grant was estimated on the date of grant using theBlack-Scholes-MertonBlack- Scholes-Merton put-call parity relationship computation with the following weighted average assumptions for periods as indicatedbelow:Successor March 30, 2007 March 31, 2006 Risk-free interest rate 4.75% 4.00% Expected volatility 45% 40% Expected lives (for Black-Scholes model input) 4.5 years 5.0 years Annual rate of quarterly dividends 0% 0% During fiscal 2007, holders ofbelow. For the Class Bequity received tax advances totaling $1.5 million to meetinterests issued after theemployer's minimum statutory withholding requirements for vested interest, which reduces the future redemptionIPO, our fair valueof the vested interest.In accordance with SFAS No. 123R, the Company records compensation expenseanalysis was based on a market value model that included thegrant-date fair value on a straight-line basis for each separate vesting portionaforementioned variables as well as the impact of our stock price and outstanding common shares.Fiscal Years Ended April 2,
2010 (1)April 3,
2009March 28,
2008Risk-free interest rate
— 4.3 % 4.4 % Expected volatility
— 43 % 47 % Expected lives (for Black-Scholes model input)
— 4.6 years 4.7 years Annual rate of quarterly dividends
— 0 % 0 % (1) There were no grants of Class B interests in fiscal year 2010. DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the
awards. For each of the fiscal years ended March 30, 2007Fiscal Years Ended April 2, 2010, April 3, 2009 and March31, 2006, the Company recognized non-cash compensation expense of approximately $2.4 million.28, 2008Assuming each grant outstanding as of March 30, 2007 fully vests, the Company will recognize additional non-cash compensation expense as follows (dollars in thousands):FY 2008 FY 2009 FY 2010 FY 2011 FY 2012 $ 4,324 $ 2,309 $ 1,240 $ 494 $ 148 Since these Class B interests are redeemed through our currently outstanding stock
of the Companyheld by DIV Holding LLC or cash, no potential dilutive effect exists in relation to these interests. Additionally, DIV Holding LLC has the responsibility to settle the Class B interests so vested Class B interests will never be our liabilities. DIV Holding LLC held32 million shares20,899,034 ofthe Company's 57 millionour 56,286,196 outstanding shares of stock atMarch 30, 2007.April 2, 2010. Class B activityforduring fiscal yearsending March 31, 2006ended April 2, 2010, April 3, 2009 and March30, 200728, 2008 is summarized in the tablebelow (dollarsbelow:% Interest in DIV Holding Grant Date Fair Value (Amounts in thousands) Balance March 30, 2007
6.3 % $ 13,284 Fiscal Year 2008 Grants
0.0 % 109 Fiscal Year 2008 Forfeitures
(0.1 )% (145 ) Balance March 28, 2008
6.2 % $ 13,248 Fiscal Year 2009 Grants
0.2 % 867 Fiscal Year 2009 Forfeitures
(1.7 )% (4,446 ) Balance April 3, 2009
4.7 % $ 9,669 Fiscal Year 2010 Forfeitures
(0.1 )% (354 ) Balance April 2, 2010
4.6 % $ 9,315 % Interest in DIV Holding Grant Date Fair Value (Amounts in thousands) March 31, 2006 Nonvested
5.2 % $ 6,205 March 30, 2007 Nonvested
4.3 % $ 10,486 March 28, 2008 Nonvested
3.4 % $ 8,607 April 3, 2009 Nonvested
1.0 % $ 2,719 April 2, 2010 Nonvested
0.3 % $ 1,068 Assuming each grant of Class B interest outstanding as of April 2, 2010 fully vests, we will recognize additional non-cash compensation expense as follows:
(Amounts in thousands) Fiscal year ended April 1, 2011
183 Fiscal year ended March 31, 2012 and thereafter
62 Total
$ 245 The proposed Merger would constitute a change in
thousands):control. In the event of a change of control, all outstanding Class B interests would vest immediately.% Interest
in DIV HoldingGrant Date
Fair ValueFiscal Year 2006 Grants 6.44% $ 7,641 Fiscal Year 2006 Forfeitures (0.04%) (53) Balance March 31, 2006 6.40% 7,588 Fiscal Year 2007 Grants 3.26% 9,703 Fiscal Year 2007 Forfeitures (3.32%) (4,007) Balance March 30, 2007 6.34% $ 13,284
March 31, 2006 Vested %
1.17%
$
1,383Fiscal Year 2007 Vesting 0.88% 1,414 March 30, 2007 Vested % 2.05% $ 2,797
March 31, 2006 Nonvested %
5.23%
$
6,205March 30, 2007 Nonvested % 4.30% $ 10,486 Immediate Predecessor2007 Omnibus Equity Incentive PlanIn August 2007, our shareholders approved the adoption of the 2007 Plan. Under the 2007 Plan, there are 2,250,000 of our authorized shares of Class A common stock reserved for issuance. The 2007 Plan provides for the grant of stock options, stock appreciation rights, restricted stock and other share-based awards and provides that the Compensation Committee, which administers the 2007 Plan, may also make awards of performance shares, performance units or performance cash incentives subject to the satisfaction of specified performance criteria to be established by the Compensation Committee prior to the applicable grant date. Our employees, employees of our subsidiaries and non-employee members of the Board are eligible to be selected to participate in the 2007 Plan at the discretion of the Compensation Committee.
DYNCORP INTERNATIONAL INC.
At times, Computer Sciences Corporation issuedNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
Starting in fiscal year 2008, the Compensation Committee approved the grant of RSUs to certain key employees (“2007 Participants”). The grants were made pursuant to the terms and conditions of the 2007 Plan and are subject to award agreements between us and each 2007 Participant. 2007 Participants vest in RSUs over the corresponding service periods based on vesting terms, which are generally one to three years. The RSUs have assigned value equivalent to our common stock
optionsand may be settled in cash or shares of our common stock at the discretion of the Compensation Committee. The first performance based RSUs were granted in fiscal year 2009 with similar terms, except for performance criteria.During fiscal year 2010, we granted 36,550 service based RSUs and 571,900 performance based RSUs to certain key employees. The performance based RSU awards are tied to our financial performance, specifically fiscal year 2011 EBITDA (earnings before interest, taxes, depreciation and amortization), and cliff vest upon achievement of this target. The payouts are scaled based on actual performance results with a potential payout range of 50% to 150%. Based on current estimates, the costs of these awards are being accrued with the expectation of a 100% achievement of the performance goal.
In addition to employee grants, 14,706 service-based RSUs were granted to Board members. These awards vest within one year of grant, but include a post-vesting restriction of six months after the applicable directors’ Board service ends. The RSUs have assigned value equivalent to our common stock and may be settled in cash or shares of our common stock at the discretion of the Compensation Committee of the Board.
In connection with a change of control where the consideration is solely in the form of cash, such as the proposed Merger, all RSUs held by our directors and employees
including Company employees. Inat thepredecessor period, the Company accounted for stock-based employee compensationeffective date of such change in control will vest immediately.A summary of RSU activity during fiscal year 2010 under the
recognition and measurement principles of APB Opinion No. 25,Accounting for Stock Issued to Employees, and related interpretations.2007 Plan is as follows:Outstanding
RSUsWeighted
Average Grant
Date Fair ValueOutstanding, March 30, 2007
— $ — Units granted
161,550 $ 21.48 Units cancelled
(1,950 ) $ 21.19 Units vested
— $ — Outstanding, March 28, 2008
159,600 $ 21.49 Units granted
307,945 $ 15.53 Units forfeited
(66,100 ) $ 19.04 Units vested and settled
(55,550 ) $ 21.32 Outstanding, April 3, 2009
345,895 $ 16.71 Units granted
623,156 $ 16.91 Units forfeited
(113,103 ) $ 16.75 Units vested and settled
(73,550 ) $ 17.92 Outstanding, April 2, 2010
782,398 $ 16.75 In accordance with
SFAS No. 123,Accounting for Stock-BasedASC 718 and our policy, we recognize compensation expense related to the RSUs on a graded schedule over the requisite service period, net of estimated forfeitures. Compensation, as amended by SFAS No. 148,Accounting for Stock-Based Compensation – Transition and Disclosure, the following pro forma net income informationexpense related to RSUs was approximately $2.5 million for theimmediate predecessor periodfiscal year ended April 2, 2010. Additionally, all RSUs have been determined to be liability awards; therefore, the fair value of the RSUs ispresentedremeasured at each financial reporting date asif the Company had accounted for stock-based employee compensation using the fair-value-based method. Under the fair-value method, thelong as they remain liability awards. The estimated fair value of the RSUs was approximately $13.1 million, netDYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
of forfeitures, based on the closing market price of our stock
incentive awards is charged against incomeona straight-line basis overthevesting period.ImmediatePredecessor(Dollars in thousands)Period FromApril 3, 2004 toFebruary 11, 2005Net income, as reported$59,733Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects(53)Pro forma net income$59,680grant date. The
weighted-averageestimated fair value of all RSUs, net of forfeitures, was approximately $9.1 million based on the closing market price of our stock on April 2, 2010. During fiscal year 2010, 73,550 RSU awardsgranted duringvested and were settled. We paid $0.3 million in cash to settle 18,450 of these awards and settled 55,100 awards by issuing 34,296 treasury shares, net of payroll tax withholding. As of April 2, 2010, 15,795 units were vested but unsettled.Assuming the
period fromRSUs outstanding as of April3, 2004 to February 11, 2005, was $15.96. The fair2, 2010 fully vest, net of estimated forfeitures, we will recognize the related compensation expense as follows based on the value ofeachthese liability awards based on our April 2, 2010 stockaward was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:ImmediatePredecessorPeriod fromApril 3, 2004 toFebruary 11, 2005Risk-free interest rate3.58%Expected volatility48%Expected option term (for volatility calculation)6.52 yearsExpected lives (for Black-Scholes model input)3.90 yearsAnnual rate of quarterly dividends0%The Company participated in Computer Sciences Corporation's eight stock incentive plans, which authorized the issuance of stock options, restricted stock and other stock-based incentives to employees upon terms approved by the compensation committee of the Company's board of directors. Information concerning Computer Sciences Corporation stock options granted to employees of the Company is as follows:price:At February 11, 2005, there were 21,500 stock options exercisable.(Amounts in thousands) Fiscal year ended April 2, 2011
$ 3,063 Fiscal year ended April 1, 2012
2,143 Fiscal year ended March 31, 2013 and thereafter
929 Total
$ 6,135 Note
13—12 — Composition of Certain Financial Statement CaptionsThe following tables present financial information of certain consolidated balance sheet
captions.captionsPrepaid
expenseexpenses and other current assets–—Prepaidexpenseexpenses and other current assets were:Successor March 30, 2007 March 31, 2006 (Dollars in thousands) Prepaid expenses $ 38,182 $ 24,000 Inventories 9,836 3,653 Work-in-process 21,469 16,080 $ 69,487 $ 43,733 April 2,
2010April 3,
2009(Amounts in thousands) Prepaid expenses
$ 37,974 $ 61,570 Inventories
14,797 10,840 Available-for-sale inventory
2,250 — Work-in-process
22,034 33,885 Joint venture receivables
5,188 2,491 Other current assets
13,916 15,428 Total
$ 96,159 $ 124,214 Prepaid expenses include prepaid insurance, prepaid vendor deposits, and prepaid rent,
and other items,none of which individually exceed 5% of current assets. We value our inventory at lower of cost or market. Available-for-sale-inventory is made up of two helicopters that will not be deployed on existing programs. During fiscal year 2010, we recorded $1.2 million of impairment charges to the available-for-sale helicopters on the GPSS segment. The available-for-sale value at April 2, 2010 was based on a preliminary sales price to a potential buyer.Property and equipment, net —
–Property and equipment, net were:Successor March 30, 2007 March 31, 2006 (Dollars in thousands) Computers and other equipment $ 7,960 $ 5,695 Leasehold improvements 4,437 519 Office furniture and fixtures 3,331 3,851 Gross property and equipment 15,728 10,065 Less accumulated depreciation (3,082) (1,296) Property and equipment, net $ 12,646 $ 8,769 April 2,
2010April 3,
2009(Amounts in thousands) Helicopters
$ 37,011 $ — Computers and other equipment
13,668 13,466 Leasehold improvements
8,818 7,435 Office furniture and fixtures
6,697 6,066 Gross property and equipment
66,194 26,967 Less accumulated depreciation
(10,961 ) (8,629 ) Property and equipment, net
$ 55,233 $ 18,338 DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
Depreciation expense was $3.7 million, $3.2 million, and $3.3 million, respectively, for the fiscal years ended April 2, 2010, April 3, 2009 and March 28, 2008 including certain depreciation amounts classified as Cost of services. Accumulated depreciation was $11.0 million and $8.6 million at as of April 2, 2010 and April 3, 2009, respectively. The helicopters that are included with Property and equipment were not placed in service as of April 2, 2010.
Other assets, net —
–Other assets, net were:Successor March 30, 2007 March 31, 2006 (Dollars in thousands) Deferred financing costs, net $ 14,365 $ 17,469 Deferred offering costs 126 1,940 Investment in affiliates 2,195 911 Other 268 325 $ 16,954 $ 20,645 April 2,
2010April 3,
2009(Amounts in thousands) Deferred financing costs, net
$ 9,661 $ 13,828 Investment in affiliates
7,696 8,982 Palm promissory notes, long-term portion
5,900 6,631 Phoenix retention asset
4,765 — Other
2,394 2,627 Total
$ 30,416 $ 32,068 Deferred financing cost is amortized through interest expense. Amortization related to deferred financing costs was
$2.8$4.2 million, $3.7 million and$2.9$3.0 million for the fiscal years endedMarch 30, 2007April 2, 2010, April 3, 2009 and March31, 2006,28, 2008, respectively.Accrued payroll and employee costs —
–Accrued payroll and employee costs were:Successor March 30, 2007 March 31, 2006 (Dollars in thousands) Wages, compensation and other benefits $ 64,410 $ 43,344 Accrued vacation 22,290 20,357 Accrued contributions to employee benefit plans 2,229 1,885 $ 88,929 $ 65,586 April 2,
2010April 3,
2009(Amounts in thousands) Wages, compensation and other benefits
$ 109,827 $ 108,879 Accrued vacation
28,958 26,329 Accrued contributions to employee benefit plans
2,347 2,785 Total
$ 141,132 $ 137,993 Other accrued liabilities —
–Accrued liabilities were:Successor March 30, 2007 March 31, 2006 (Dollars in thousands) Deferred revenue $ 53,749 $ 6,837 Insurance expense 43,870 29,885 Interest expense 10,398 3,692 Contract losses 1,297 2,835 Legal matters 2,443 1,618 Other 4,551 250 $ 116,308 $ 45,117 April 2,
2010April 3,
2009(Amounts in thousands) Deferred revenue
$ 30,524 $ 30,739 Insurance expense
29,912 28,061 Interest expense and short-term swap liability
6,681 11,688 Contract losses
8,615 11,730 Legal matters
11,402 16,993 Unrecognized tax benefit
10,211 5,539 Subcontractor retention
4,365 845 Other
9,488 5,995 Total
$ 111,198 $ 111,590 Deferred revenue is primarily due to payments in excess of revenue recognized. Contract losses relate to accrued losses recorded on certain Afghanistan construction contracts.
DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
Note
14—13 — Segment and Geographic InformationThe Company'sAs mentioned in Item 1 and Note 3, we changed our operating segment structure in the beginning of fiscal year 2010. Our operations are aligned intotwothree divisions, each of which constitutesa reporting segment: GSan operating segment; GSDS, GPSS andMTSS. GS primarily provides outsourced technical services to government agencies, and commercial customers worldwide. MTSS primarily offers aviation services, including maintenance and modifications, training, aftermarket logistics support, avionics upgrades, field installations, and aircraft operations and training. The CompanyGLS. Our GPSS operating segment provides services domestically and in foreign countries under contracts with the U.S. government and some foreigncustomers. The Company operatescustomers, whereas our GSDS and GLS operating segments primarily provide services in foreign countries with the U.S. government as the primary customer. All three segments operate principally within a regulatory environment subject to governmental contracting and accounting requirements, including Federal Acquisition Regulations, Cost Accounting Standards and audits by various U.S. federal agencies.Each
reportingoperating segment provides different services and involves different strategies andrisks. Each reporting segment hasrisks with a President, who reports directly tothe Company's Chief Executive Officer.our CEO. For decision-making purposes,the Company's Chief Executive Officer and other members of senior executive management useour CEO uses financial information generated and reported at thereportingoperating segment level.The Company evaluatesWe evaluate segment performance andallocatesallocate resources based on factors such as eachsegment'ssegment’s operatingincome.income, working capital requirements and backlog. The accounting policies of thereportingoperating segments are the same as those described in the summary of significant accounting policies.The following is a summary of the financial information of the reportable segments reconciled to the amounts reported in the consolidated financial statements.
Successor Immediate
PredecessorFiscal Year
Ended(Dollars in thousands) March 30, 2007 March 31, 2006 49 Days
Ended
April 1, 2005Period from
April 3, 2004 to
February 11, 2005Revenues Government Services $ 1,359,556 $ 1,264,586 $ 173,007 $ 1,059,713 Maintenance and Technical Support Services 722,718 702,407 93,674 594,480 Total reportable segments 2,082,274 1,966,993 266,681 1,654,193 Corporate activities – – (77) 112 $ 2,082,274 $ 1,966,993 $ 266,604 $ 1,654,305 Operating Income Government Services $ 97,515 $ 93,637 $ 3,447 $ 68,198 Maintenance and Technical Support Services 18,323 10,017 3,662 27,755 Total reportable segments 115,838 103,654 7,109 95,953 Net unallocated corporate (expenses) income(a) (2,353) (2,417) 76 (1,434) $ 113,485 $ 101,237 $ 7,185 $ 94,519 Depreciation and amortization Government Services $ 31,932 $ 32,437 $ 3,765 $ 2,731 Maintenance and Technical Support Services 13,319 12,872 1,397 3,878 Total reportable segments 45,251 45,309 5,162 6,609 Corporate activities – 1,711 542 28 $ 45,251 $ 47,020 $ 5,704 $ 6,637 Assets Government Services $ 935,136 $ 874,366 $ 821,649 $ 462,662 Maintenance and Technical Support Services 293,152 320,303 310,303 257,747 Total reportable segments 1,228,288 1,194,669 1,131,952 720,409 Corporate activities(b) 134,613 44,420 16,241 14,638 $ 1,362,901 $ 1,239,089 $ 1,148,193 $ 735,047 Fiscal Years Ended April 2,
2010April 3,
2009March 28,
2008(Amounts in thousands) Revenue
Global Stabilization and Development Solutions
$ 1,636,242 $ 1,085,229 $ 972,964 Global Platform Support Solutions
1,213,666 1,311,959 1,163,586 Global Linguist Services
734,086 709,132 3,566 Corporate (1)
2,744 — — Elimination
(1,476 ) (5,227 ) (355 ) Total reportable segments
$ 3,585,262 $ 3,101,093 $ 2,139,761 Operating income (loss)
Global Stabilization and Development Solutions
$ 74,409 $ 49,560 $ 94,687 Global Platform Support Solutions
90,584 98,702 31,466 Global Linguist Services
44,906 39,729 (6,150 ) Corporate (1)
1,730 — — Total reportable segments
$ 211,629 $ 187,991 $ 120,003 Depreciation and amortization
Global Stabilization and Development Solutions
$ 21,272 $ 19,655 $ 21,533 Global Platform Support Solutions
19,755 20,217 20,176 Global Linguist Services
612 685 464 Total reportable segments (2)
$ 41,639 $ 40,557 $ 42,173 Assets
Global Stabilization and Development Solutions
$ 1,056,732 $ 594,206 $ 659,754 Global Platform Support Solutions
492,759 510,583 593,279 Global Linguist Services
125,570 152,090 8,551 Total reportable segments
1,675,061 1,256,879 1,261,584 Corporate activities (3)
107,556 282,335 141,125 Total consolidated assets
$ 1,782,617 $ 1,539,214 $ 1,402,709 (a)DYNCORP INTERNATIONAL INC.Represents equity-based compensation as discussed in Note 12.(b)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)Assets primarily include cash, deferred income taxesFor the Fiscal Years Ended April 2, 2010, April 3, 2009 and
deferred debt issuance cost.
(1) Represents amounts recorded to corporate for the release of prior year reserves associated with a government cost audit. (2) Excludes amounts included in cost of services of $0.9 million, $1.1 million and $1.3 million during fiscal years 2010, 2009 and 2008, respectively. (3) Assets primarily include cash, deferred income taxes, fixed assets and deferred debt issuance cost. Geographic Information
–— Revenue by geography is determined based on the location of services provided.Successor Immediate Predecessor Fiscal Year Ended
March 30, 2007Fiscal Year Ended
March 31, 200649 Days Ended
April 1, 2005Period from April 3, 2004
to February 11, 2005(Dollars in thousands) United States $ 668,875 32% $ 703,117 36% $ 97,455 36% $ 557,700 34% Middle East 955,811 46% 952,496 48% 130,312 49% 816,084 49% Other Americas 220,176 11% 194,429 10% 20,023 8% 132,920 8% Europe 59,780 3% 41,410 2% 8,192 3% 88,449 5% Other 177,632 8% 75,541 4% 10,622 4% 59,152 4% Total $ 2,082,274 100% $ 1,966,993 100% $ 266,604 100% $ 1,654,305 100% Fiscal Year Ended April 2, 2010 April 3, 2009 March 28, 2008 (Amounts in thousands) United States
$ 678,807 19 % $ 764,034 25 % $ 718,787 34 % Middle East(1)
2,626,522 73 % 1,971,411 64 % 1,120,910 52 % Other Americas
123,043 3 % 143,423 4 % 194,767 9 % Europe
72,584 2 % 65,975 2 % 46,242 2 % Asia-Pacific
68,304 2 % 84,018 3 % 34,400 2 % Other
16,002 1 % 72,232 2 % 24,655 1 % Total
$ 3,585,262 100 % $ 3,101,093 100 % $ 2,139,761 100 % (1) The Middle East includes but is not limited to activities in Iraq, Afghanistan, Somalia, Oman, Qatar, United Arab Emirates, Kuwait, Palestine, Sudan, Pakistan, Jordan, Lebanon, Bahrain, Yemen, Saudi Arabia, Turkey and Egypt. Revenue from the U.S. government accounted for approximately 97%,
97%96% and98%95% of totalrevenuesrevenue in fiscal years2007, 20062010, 2009 andthe combined fiscal year 2005,2008, respectively.At March, 30, 2007As of April 2, 2010, April 3, 2009 and March31, 200628, 2008, accounts receivable due from the U.S.federalgovernment represented98% and 97%over 95% of total accounts receivable, in each fiscal year respectively.Note
15—14 — Related Parties, Joint Ventures and Variable Interest EntitiesManagement Fee
We pay Veritas Capital an annual management fee of $0.3 million plus expenses to provide us with general business management, financial, strategic and consulting services. We recorded $0.5 million in these fees and expenses for the fiscal years ended April 2, 2010, April 3, 2009 and March 28, 2008, respectively. Our obligation to pay this fee will terminate upon a change of control.
Joint Ventures
Amounts due from our unconsolidated joint ventures totaled $5.2 million and $2.5 million as of April 2, 2010 and April 3, 2009, respectively. These receivables are a result of items purchased and services rendered by us on behalf of our unconsolidated joint ventures. We have assessed these receivables as having minimal collection risk based on our historic experience with these joint ventures and our inherent influence through our ownership interest. The change in these receivables from April 3, 2009 to April 2, 2010 resulted in a use of operating cash for the fiscal year ended April 2, 2010 of approximately $2.6 million. The related revenue we earned from our unconsolidated joint ventures totaled $5.3 million, $18.1 million and $8.5 million for the fiscal years ended April 2, 2010, April 3, 2009 and March 28, 2008, respectively. Additionally, we earned $5.2 million, $5.2 million and $4.8 million in equity method income for the fiscal years ended April 2, 2010, April 3, 2009, and March 28, 2008, respectively.
DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
On July 31, 2008, we sold 50% of our ownership interest in our previously wholly owned subsidiary, DIFZ, for approximately $8.2 million. We financed the transaction by accepting three promissory notes provided by the purchaser. As a result, the financed portion of the sale was accounted for as a capital transaction reflected in additional paid in capital (“APIC”). The notes are being repaid through the purchaser’s portion of DIFZ quarterly dividends, excluding the $0.5 million down payment. We recognized a gain of $0.5 million on the sale from receipt of the cash payment in fiscal year 2009. As a result of the sale, we currently hold three promissory notes from our joint venture partner which had an aggregate initial value of $9.7 million as a result of the sales price. The notes are included in Prepaid expenses and other current assets and in Other assets on our consolidated balance sheet for the short and long-term portions, respectively. The loan balance outstanding was $8.1 million and $8.9 million as of April 2, 2010 and April 3, 2009, respectively, reflecting the initial value plus accrued interest, less payments against the promissory notes. The fair value of the loan is not materially different from its carrying value.
Variable Interest Entities
We own an interest in five VIEs: (i) 40% owned PaTH Joint Venture; (ii) 45% owned CRS Joint Venture; (iii) 44% owned Babcock DynCorp Limited (“Babcock”) Joint Venture; (iv) 51% owned GLS Joint Venture; and (v) the 50% owned DIFZ Joint Venture. We do not encounter any significant risk through our involvement in our VIEs which is outside the normal course of our business.
Additionally, our largest shareholder, Veritas Capital, the majority owner of DIV Holding, continues to be the majority owner of McNeil Technologies, our GLS partner.
PaTH is a joint venture formed in May 2006 with two other partners for the purpose of procuring government contracts with the Federal Emergency Management Authority. CRS is a joint venture formed in March 2006 with two other partners for the purpose of procuring government contracts with the U.S. Navy. Babcock is a Joint Venture formed in January 2005 and currently provides services to the British Ministry of Defense. We do not provide any significant financial support and would not absorb the majority of expected losses or gains from PaTH, CRS or Babcock. We account for PaTH, CRS and Babcock as equity method investments based on our ownership percentage of the ventures.
GLS is a joint venture formed in August 2006 with one partner, McNeil Technologies, for the purpose of procuring government contracts with the U.S. Army. Our largest shareholder is the majority owner of McNeil Technologies. We concluded that we were the primary beneficiary of the venture, primarily based on our ownership percentage. We account for GLS as a consolidated subsidiary in our consolidated financial statements. We incur significant costs on behalf of GLS related to the normal operations of the venture. However, these costs typically support revenue billable to our customer. GLS assets and liabilities were $126.0 million and $101.3 million at April 2, 2010, respectively, as compared to $150.5 million and $129.6 million at April 3, 2009, respectively. Additionally, GLS revenue was $734.1 million, $709.1 million and $0.0 million for the fiscal years ended April 2, 2010, April 3, 2009, and March 28, 2008 respectively.
DIFZ became a joint venture in July 2008 as Palm Trading Investment Corp. purchased a 50% interest in DIFZ. DIFZ provides foreign staffing, human resources and payroll services. We concluded that we were the primary beneficiary since we would absorb the majority of expected losses or gains from the venture based on the terms of the sale agreement. We incur significant costs on behalf of DIFZ related to the normal operations of the venture. The vast majority of these costs are considered direct contract costs and thus billable on the various corresponding contracts supported by DIFZ services. DIFZ assets and liabilities were $74.7 million and $72.9 million, respectively, as of April 2, 2010, as compared to $38.0 million and $36.5 million at April 3, 2009,
DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
respectively. Additionally, DIFZ revenue was $407.0, million and $261.7 million for the fiscal years ended April 2, 2010 and April 3, 2009, respectively. These intercompany revenue and costs are eliminated in consolidation.
In the aggregate, our maximum exposure to losses as a result of our investment in VIEs consists of our $7.7 million investment in unconsolidated subsidiaries, $5.2 million in receivables from our joint ventures, working capital funding to GLS as well as contingent liabilities that are neither probable nor reasonably estimable as of April 2, 2010. While the amount of funding we provide to GLS can vary significantly due to timing of payments to vendors and collections from its customer, the average balance over the 12 months ended April 2, 2010 and April 3, 2009 was approximately $24.5 million and $34.3 million, respectively.
Note 15 — Collaborative Arrangements
We participate in a collaborative arrangement with our partner on the LOGCAP IV program. The purpose of this arrangement is to share some of the risks and rewards associated with this contract. We receive working capital contributions to mitigate the risks associated with the timing of cash inflows and outflows. We also share in the profits.
We account for this collaborative arrangement under ASC 808 — Collaborative Arrangements. We record revenue gross as the prime contractor. The cash inflows, outflows, as well as expenses incurred impact Cost of services in the period realized or incurred. Revenue was $586.8 million and $4.7 million during fiscal years 2010 and 2009, respectively. Our share of the total profits was $9.5 million in fiscal year 2010 and a $2.0 million loss during fiscal year 2009. There were no significant LOGCAP IV activities in fiscal year 2008.
In December 2009, we removed one of our collaborative partners (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Notable Events for the fiscal year ended April 2, 2010”), which increased our portion of the LOGCAP IV profit sharing percentage from 40% to 70%.
Note 16 — Acquisitions
Phoenix Consulting Group, Inc.
On October 18, 2009, we acquired 100% of the outstanding shares of Phoenix, a leading provider of intelligence training, consultative and augmentation services to a wide range of U.S. government organizations. This acquisition is consistent with our goal of accelerating growth, expanding service offerings and penetrating new segments. It extends our ability to deliver compelling services to the intelligence community and national security clients. The Company funded the purchase price with cash on hand.
Phoenix has been incorporated into the GSDS operating segment as its own strategic business area representing a new service offering for us. Revenue from October 2, 2009 through April 2, 2010 totaled $13.0 million. The associated operating income was immaterial.
DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
The purchase price is comprised of the following three elements:
(Amounts in thousands)
Purchase Elements Cash paid at closing
$ 38,573 Final working capital adjustment paid during the third quarter of fiscal year 2010
1,094 Fair value of contingent earn-out consideration, as of the acquisition date, payable in fiscal year 2011
2,707 Total purchase price
$ 42,374 The acquisition was accounted for as a business combination pursuant to ASC 805 —Business Combinations.In accordance with ASC 805, the purchase price has been allocated to assets and liabilities based on their estimated fair value at the acquisition date. The following table represents the allocation of the purchase price to the acquired assets and liabilities and resulting goodwill:
(amounts in thousands) Reconciliation to Goodwill Total purchase price
$ 42,374 Cash acquired
(1,762 ) Receivables
(5,674 ) Other assets
(4,272 ) Identifiable intangible assets
(12,352 ) Other liabilities assumed
9,916 Goodwill
$ 28,230 Management allocated the purchase price for the acquisition based on estimates of the fair values of the tangible and intangible assets acquired and liabilities assumed. We utilized recognized valuation techniques, including the income approach and cost approach for intangible assets and the cost approach for tangible assets.
The carrying amount of receivables approximates fair value as the acquired receivables are short-term in nature and have high probability of collection. There were no significant receivables determined to be uncollectable as of the date of the acquisition. Given that Phoenix only served the U.S. government, we believe the impact of any uncollected receivables would be immaterial to our consolidated financial statements.
The purchase price includes $4.4 million held in escrow for indemnification liabilities (as defined by the stock purchase agreement) of the seller, $3.4 million of which (less any amounts applied to claims) is expected to be released in March 2011. The final $1.0 million will be released in September 2013 (less any amount applied to claims). The seller’s indemnification obligations are capped at the total purchase price. In accordance with the indemnification obligations set forth in the purchase agreement, we recorded an indemnification asset of $2.5 million related to an uncertain income tax position and a payroll tax liability.
DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
Acquired intangible assets of $12.4 million consisted of customer relationships, non-compete agreements, training materials, software, and tradename. The amortization period for these intangible assets ranges from two to ten years. We recorded $0.7 million in amortization in fiscal year 2010 covering the period of October 19, 2009 through April 2, 2010. The major classes of intangible assets valued as of the October 19, 2009 acquisition date are as follows:
Intangible Assets
Weighted Average Useful Life Amount (Amounts in thousands, except weighted average) Customer relationships
7.5 $ 2,827 Training materials
10 6,886 Software
10 2,046 Non-compete agreements
2 212 Tradename
5 381 $ 12,352 The goodwill arising from the acquisition consists largely of expectations that Phoenix extends our ability to deliver compelling services to national security clients and the intelligence community. Additionally, our infrastructure and capabilities increase resources for Phoenix and provide a strong foundation for growth. The goodwill recognized is not deductible for tax purposes.
We recognized $0.7 million of acquisition related costs that were expensed in the second quarter in fiscal year 2010 and are included in selling, general and administrative expenses in our consolidated statements of income for the fiscal year ended April 2, 2010.
The Phoenix stock purchase agreement provides for earn-out payments ranging from a minimum of zero to a maximum of $5.0 million contingent upon the achievement of certain revenue and earnings before interest, taxes, depreciation and amortization targets for the calendar year ending December 31, 2010. Approximately 80% of this payout is considered contingent purchase consideration and the other portion is considered contingent compensation. The fair value of the contingent purchase consideration arrangement was determined to be $1.1 million as of April 2, 2010 using the latest weighted fiscal year 2010 forecasts discounted based on our weighted average cost of capital. As such, we recorded a $1.7 million reduction to the earn-out liability resulting in an increase to Other income, net. Subsequent changes in the fair value of the contingent earn-out liability will be recorded in earnings.
In addition to the purchase price, we agreed with the seller to pay $7.5 million into an escrow account for retention bonuses for key Phoenix employees. The retention bonuses will be paid upon completion of the individual retention periods ranging from March 2011 to October 2012. Additionally, termination without cause, termination by reason of death or disability or resignation for good reason will result in an accelerated retention payment. Alternatively, if the employee resigns or is terminated for cause prior to completion of the retention period he/she forfeits either all or a portion of their retention bonus. One retention employee was terminated without cause in the third quarter of fiscal year 2010 which triggered a $1.7 million payment and related expense. The remainder of the deferred compensation expense will be amortized from periods ranging from 17 to 36 months after the acquisition date, over the requisite vesting periods. The remaining $5.8 million is expected to be paid in March 2011.
Casals and Associates, Inc
On January 22, 2010, we acquired 100% of the outstanding shares of Casals, a provider of management consulting services in the areas of democracy and governance, rule of law and justice, conflict management and
DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
recovery, anti-corruption and strategic communication to a wide range of U.S. government organizations. This acquisition is consistent with our goal of accelerating growth, expanding service offerings and penetrating new segments. We funded the purchase price with cash on hand.
Casals has been incorporated into the GSDS operating segment. Revenue since the acquisition totaled $4.1 million through April 2, 2010. The associated operating income has been immaterial.
The purchase price is comprised of the following elements:
(amounts in thousands) Purchase Elements Cash paid at closing
$ 5,902 Estimated working capital adjustment to be paid in fiscal year 2011
765 Total estimated purchase price
$ 6,667 The acquisition was accounted for as a business combination pursuant to ASC 805 –Business Combinations.In accordance with ASC 805, the purchase price has been allocated to assets and liabilities based on their estimated fair value at the acquisition date. The following table represents the allocation of the purchase price to the acquired assets and liabilities and resulting goodwill:
(amounts in thousands)
Reconciliation to Goodwill Total estimated purchase price
$ 6,667 Cash acquired
(918 ) Receivables
(3,550 ) Other assets
(868 ) Identifiable intangible assets
(653 ) Other liabilities assumed
2,780 Goodwill
$ 3,458 The $6.7 million dollar purchase price includes an estimated working capital adjustment of $0.8 million, which will be finalized in fiscal year 2011. The goodwill arising from the acquisition consists largely of expectations that Casals extends our ability to deliver services to new clients in the international development community. Additionally, our infrastructure and capabilities increase resources for Casals and provide a strong foundation for growth. The goodwill recognized is deductible for tax purposes as this business combination was treated as an asset acquisition in accordance with our 338(h)(10) election for tax purposes.
Management allocated the purchase price for the acquisition based on estimates of the fair values of the tangible assets and liabilities assumed. We utilized recognized valuation techniques, including the income approach and cost approach for intangible assets and the cost approach for tangible assets.
We recognized $0.6 million of acquisition related costs that were incurred in the third and fourth quarters and are included in selling, general and administrative expenses in our consolidated statements of income for the fiscal year ended April 2, 2010.
The carrying amount of receivables approximates fair value as the acquired receivables are short-term in nature and have high probability of collection. There were no significant receivables determined to be uncollectable as of the date of the acquisition. Given that that majority of Casals receivables are with the U.S. government, we believe the impact of any uncollected receivables would be immaterial to our consolidated financial statements.
DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
The purchase price includes $1.0 million held in escrow for indemnification liabilities of the seller. The escrow amount (less any amounts applied to claims) is expected to be released to the seller on or about September 22, 2011. The seller’s indemnification obligations are capped at $1.1 million.
Note 17 — Fair Value of Financial Assets and Liabilities
ASC 820 —Fair Value Measurements and Disclosuresestablishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:
Level 1, defined as observable inputs such as quoted prices in active markets;
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
As of April 2, 2010, we held certain assets and liabilities that are required to be measured at fair value on a recurring basis. These included the following:
Cash equivalents including restricted cash which consists of petty cash, cash in-bank and short-term, highly liquid, income-producing investments with original maturities of 90 days or less. This is categorized as a Level 1 input.
Interest rate derivatives, as further described in Note 10, consisting of interest rate swap contracts. The fair values of the interest rate swap contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Therefore, we have categorized these interest rate swap contracts as Level 2. We have consistently applied these valuation techniques in all periods presented.
Contingent earn-out consideration, as discussed in Note 16, which relate to the consideration to be paid to the selling shareholders of Phoenix based on calendar year 2010 results. The fair value of the contingent consideration arrangement was determined using a combination of (i) results from January 1, 2010 through April 2, 2010 and (ii) the weighted forecasts of future results discounted based on our weighted average cost of capital. As the valuation is based on internal models with inputs that are not observable, we have categorized the contingent earn-out consideration as Level 3.
Contingent compensation related to the compensation to be paid to certain Phoenix employees, contingent upon calendar year 2010 results and upon the employees continuous employment with the Company. The fair value of the contingent consideration arrangement was determined using a combination of (i) results from January 1, 2010 through April 2, 2010 and (ii) the weighted forecasts of future results discounted based on our weighted average cost of capital. As the valuation is based on internal models with inputs that are not observable, we have categorized the contingent earn-out compensation as Level 3.
DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
Our assets and liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of April 2, 2010, were as follows:
Fair Value Measurements at Reporting Date Using
Book value of
financial
assets/(liabilities)
as of
April 2, 2010Quoted
Prices in
Active
Markets
for
Identical
Assets
(Level 1)Observable Inputs
(Level 2)Unobservable Inputs
(Level 3)(amounts in thousands) Assets
Cash equivalents (1)
$ 137,698 $ 137,698 $ — $ — Total assets measured at fair value
$ 137,698 $ 137,698 $ — $ — Liabilities
Contingent earn-out consideration and compensation
$ (1,173 ) $ — $ — $ (1,173 ) Interest rate derivatives
(1,634 ) — (1,634 ) — Total liabilities measured at fair value
$ (2,807 ) $ — $ (1,634 ) $ (1,173 ) (1) Includes cash equivalents and restricted cash The table below provides reconciliation between the beginning and ending balance of items measured at fair value on a recurring basis in the table above that used significant unobservable inputs (Level 3) for the fiscal year ended April 2, 2010.
(Amounts in thousands) Beginning balance at April 4, 2009
$ — Contingent earn-out consideration and compensation
2,707 Total gains included in earnings
(1,534 ) Transfers in and/or out of Level 3
— Ending balance at April 2, 2010
$ 1,173 Note 18 — Quarterly Financial Data (Unaudited)
In
theour opinion,of the Company,the following unaudited quarterly information includes all adjustments, consisting of normal recurring adjustments, necessary to fairly presentthe Company'sour consolidated results of operations for suchperiods (amounts in thousands, except per share data):periods.Successor Fiscal Year 2007 First
QuarterSecond
QuarterThird
QuarterFourth
QuarterRevenues $ 537,684 $ 474,721 $ 517,539 $ 552,330 Operating Income $ 28,808 $ 9,524 $ 32,254 $ 42,899 Net income (loss) $ (617) $ (2,880) $ 11,594 $ 18,926
Earnings per share:
Basic and diluted $ (0.01) $ (0.05) $ 0.20 $ 0.33 Average common shares outstanding: Basic and diluted 47,934 57,000 57,000 57,000
SuccessorFiscal Year 2006 First
QuarterSecond
QuarterThird
QuarterFourth
QuarterRevenues $ 425,005 $ 439,629 $ 553,561 $ 548,798 Operating Income $ 16,553 $ 23,337 $ 23,463 $ 37,884 Net income (loss) $ (1,974) $ 1,825 $ 1,634 $ 5,758
Earnings per share:
Basic and diluted $ (0.06) $ 0.06 $ 0.05 $ 0.18 Average common shares outstanding: Basic and diluted 32,000 32,000 32,000 32,000 Fiscal Year 2010 Fourth
QuarterThird
QuarterSecond
QuarterFirst
Quarter(Amounts in thousands, except per share data) Revenue
$ 1,063,743 $ 914,970 $ 821,372 $ 785,177 Operating income
$ 57,187 $ 49,390 $ 52,551 $ 52,501 Net income attributable to DynCorp International Inc.
$ 24,461 $ 20,428 $ 20,554 $ 20,645 Earnings per share:
Basic
$ 0.43 $ 0.36 $ 0.37 $ 0.36 Diluted
$ 0.43 $ 0.36 $ 0.37 $ 0.36 Average common shares outstanding:
Basic
56,286 56,275 56,268 56,258 Diluted
56,474 56,501 56,268 56,258 DYNCORP INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
Fiscal Year 2009 Fourth
QuarterThird
QuarterSecond
QuarterFirst
Quarter(Amounts in thousands, except per share data) Revenue
$ 812,821 $ 792,327 $ 779,151 $ 716,794 Operating income
$ 49,781 $ 51,583 $ 46,633 $ 39,994 Net income attributable to DynCorp International Inc.
$ 19,166 $ 19,753 $ 12,871 $ 17,980 Earnings per share:
Basic
$ 0.34 $ 0.35 $ 0.23 $ 0.32 Diluted
$ 0.34 $ 0.34 $ 0.23 $ 0.32 Average common shares outstanding:
Basic
56,878 57,000 57,000 57,000 Diluted
56,937 57,437 57,061 57,053 Note
16—Related Parties19 — Subsequent EventsManagement FeeThe Company pays Veritas Capital an annual management fee of $0.3 million plus expenses to provide the Company with general business management, financial, strategic and consulting services. The Company recorded $0.7 million and $0.3 millionAs discussed infees for the fiscal years ended March 30, 2007 and March 31, 2006, respectively.The Company is a partnerdetail in thejoint venture Global Linguist Solutions LLC ("GLS"definitive proxy statement filed by us with the SEC on May 17, 2010, on April 11, 2010, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) withMcNeil Technologies. The Company's controlling shareholderDelta Tucker Holdings, Inc. (“Parent”) and Delta Tucker Sub, Inc. (“Merger Sub”), each of whom is an affiliate of themajority ownerprivate investment firm, Cerberus Capital Management, L.P. Pursuant to the terms ofMcNeil Technologies. No material transactions occurred betweenthe Merger Agreement, Merger Sub will be merged with and into the Company, andMcNeil Technologies during fiscal 2007.Note 17—Subsequent Events (Unaudited)as a result the Company will continue as the surviving corporation and be a wholly owned subsidiary of Parent (the “Merger”). The Merger Agreement was approved by the Company’s Board of Directors.Interest Rate SwapIn April 2007, in order to mitigate interest rate risk relatedPursuant to theterm loans,Merger Agreement, at the effective time of the Merger, each issued and outstanding share of the Company’s Class A Common Stock, other than shares owned by the Company,entered into interest rate hedge agreements with notional amounts totaling $200.0 million, whereby the Company effectively fixed the interest rate at 4.975%, plus an applicable margin (2.25% at March 30, 2007) on the first $200.0 million of its debt indexed to LIBOR through May 22, 2010. The Company concluded that the interest rate swaps qualify as cash flow hedges,Parent or Merger Sub, or by any stockholders who have perfected and not withdrawn a demand for appraisal rights underthe provisions of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."Stock Repurchase ProgramOn June 6, 2007, the Company's board of directors authorized a program to repurchase up to $10.0 million of its outstanding common stock. The shares may be repurchased from time to time in open market conditions or through privately negotiated transactions at the Company's discretion, subject to market conditions, and in accordance with applicable federal and state securities laws and regulations. Shares of stock repurchased under this planDelaware law, will beheld as treasury shares. The program does not obligate the Company to acquire any particular amount of common stockcanceled andthe program may be modified or suspended at any time at the Company's discretion. The purchaseswill befunded from available working capital.automatically converted into the right to receive the $17.55 per share merger consideration, without interest.* * * * *
Schedule I-— Unconsolidated Condensed Financial Information of RegistrantDynCorp International Inc.
Condensed Balance Sheet
(Amounts in thousands, except share data)March 30, 2007 March 31, 2006 Assets Investment in subsidiaries $ 379,674 $ 326,159
Liabilities
Shares subject to mandatory redemption Series A preferred stock, stated value $0 and $195,550; 50,000,000 and 350,000 shares authorized; 0 and 190,550 shares issued and outstanding; redemption value of $0 and $219,821 at March 30, 2007 and March 31, 2006, respectively $ – $ 219,821
Shareholders' Equity
Common stock, $0.01 par value – 57,000,000 and 32,000,000 shares authorized, issued and outstanding at March 30, 3007 and March 31, 2006, respectively 570 320 Additional paid-in capital 352,245 102,097 Retained earnings 27,023 4,139 Accumulated other comprehensive loss (164) (218) Total shareholders' equity 379,674 106,338 Total liabilities and shareholders' equity $ 379,674 $ 326,159 Fiscal Years Ended April 2,
2010April 3,
2009(Amounts in thousands,
except shares)
Assets
Investment in subsidiaries
$ 587,456 $ 497,521 Liabilities
Shareholders’ Equity
Common stock, $0.01 par value – 232,000,000 shares authorized; 57,000,000 shares issued and 56,286,196 and 56,306,800 shares outstanding at April 2, 2010 and April 3, 2009, respectively
570 570 Additional paid-in capital
367,488 366,620 Retained earnings
229,461 143,373 Treasury stock, 713,804 shares and 693,200 shares, at April 2, 2010 and April 3, 2009, respectively
(8,942 ) (8,618 ) Accumulated other comprehensive loss
(1,121 ) (4,424 ) Total shareholders’ equity attributable to DynCorp International Inc.
587,456 497,521 Noncontrolling interests
5,822 10,736 Total equity
$ 593,278 $ 508,257 See notes to this
schedule.scheduleFiscal Year Ended March 30, 2007 March 31, 2006 Equity in income of subsidiaries, net of tax $ 30,025 $ 28,385 Interest on mandatory redeemable shares 3,002 21,142 Net income $ 27,023 $ 7,243 DynCorp International Inc.
Unconsolidated Condensed Statement of Operations
Fiscal Years Ended April 2,
2010April 3,
2009(Amounts in thousands) Equity in income of subsidiaries, net of tax
$ 86,088 $ 69,770 Net income attributable to DynCorp International Inc.
$ 86,088 $ 69,770 See notes to this
schedule.scheduleFiscal Year Ended March 30, 2007 March 31, 2006 Cash flows from operating activities: Net income $ 27,023 $ 7,243 Adjustments to reconcile net income to net cash
from operating activities:Non-cash interest expense (redeemable preferred
stock dividend)3,002 21,142 Equity in income of subsidiaries (30,025) (28,385) Net cash from operating activities – – Net cash from investing activities – – Net cash from financing activities – – Net change in cash and cash equivalents – – Cash and cash equivalents, beginning of period – – Cash and cash equivalents, end of period $ – $ – See notesUnconsolidated Condensed Statement of Cash FlowsFiscal Years Ended April 2,
2010April 3,
2009(Amounts in thousands) Cash flows from operating activities:
Net income attributable to DynCorp International Inc.
$ 86,088 $ 69,770 Adjustments to reconcile net income attributable to DynCorp International Inc. to net cash from operating activities:
Non-cash interest expense (redeemable preferred stock dividend)
— — Equity in income of subsidiaries
(86,088 ) (69,770 ) Net cash from operating activities
— — Net cash from investing activities
— — Net cash from financing activities
— — Net change in cash and cash equivalents
— — Cash and cash equivalents, beginning of period
— — Cash and cash equivalents, end of period
— — Non-cash purchase of treasury stock by LLC
$ (712 ) $ (8,618 ) Schedule I — Unconsolidated Condensed Financial Information of Registrant
DynCorp International Inc.
Notes to
this schedule.Note 1. Basis of Presentation
Pursuant to rules and regulations of the
Securities and Exchange Commission,SEC, the unconsolidated condensed financial statements of DynCorp International Inc. (the"Company"“Company”) do not reflect all of the information and notes normally included with financial statements prepared in accordance with GAAP. Therefore, these financial statements should be read in conjunction withthe Company'sour consolidated financial statements and related notes.Accounting for subsidiaries
–—The Company hasWe have accounted for the income ofitsour subsidiaries under the equity method in the unconsolidated condensed financial statements.Note 2. Dividends Received from Consolidated
SubsidiariesSubsidiaryThe Company hasWe have received no dividends fromitsour consolidatedsubsidiaries.subsidiary, DynCorp International LLC("LLC"(our “Operating Company”),a consolidated subsidiary of the Company,which has covenants related toitsour long-term debt, including restrictions on dividend payments atMarch 30, 2007April 2, 2010, April 3, 2009 and March31, 2006.28, 2008. As of that date,LLC'sour Operating Company’s retained earnings and net assets were not free from such restrictions.* * * * *Schedule II - ValuationOur Board of Directors authorized us to repurchase up to $25.0 million per fiscal year of our outstanding common stock and/or our Operating Company’s senior subordinated notes during fiscal years 2009 andQualifying AccountsDynCorp International Inc.For2010. The shares could be repurchased from time to time in open market conditions or through privately negotiated transactions at our discretion, subject to market conditions, and in accordance with applicable federal and state securities laws and regulations. The share repurchase program did not obligate us to acquire any particular amount of common stock and may be modified or suspended at any time at theFiscal Year Ended March 30, 2007, Fiscal Year Ended March 31, 2006,49 Days Endeddiscretion of our Board of Directors. Shares of common stock repurchased under this plan will be held as treasury shares. A total of 713,804 and 693,200 shares were held by LLC as of April1, 20052, 2010 andfromApril 3,2004to February 11, 2005(Dollars2009, respectively. Treasury stock is included inthousands)Beginning
of PeriodCharged/(Credited)
to Costs and
ExpenseDeductions
from
Reserve(1)End of
PeriodAllowance for doubtful accounts: April 3, 2004 - February 11, 2005 $ 1,188 4,338 (1,026) $ 4,500 February 12, 2005 - April 1, 2005 $ 4,500 – – $ 4,500 April 2, 2005 - March 31, 2006 $ 4,500 4,203 (224) $ 8,479 April 1, 2006 - March 30, 2007 $ 8,479 (2,500) (2,551) $ 3,428 (1)Deductions from reserve represent accounts written off, netour condensed balance sheet as a reduction ofrecoveries.
shareholders’ equity.* * * * *
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.None.ITEM 9A. CONTROLS AND PROCEDURES.
Schedule II — Valuation and Qualifying AccountsDynCorp International Inc.
For the Fiscal Years Ended April 2, 2010, April 3, 2009 and March 28, 2008
Beginning
of PeriodCharged/(Credited)
to Costs and
ExpenseDeductions
from
Reserve (1)End of
Period(Amounts in thousands) Allowance for doubtful accounts:
March 31, 2007 — March 28, 2008
$ 3,428 (923 ) (2,237 ) $ 268 March 29, 2008 — April 3, 2009
$ 268 (185 ) (15 ) $ 68 April 3, 2009 — April 2, 2010
$ 68 21 (21 ) $ 68 (1) Deductions from reserve represent accounts written off, net of recoveries. * * * * *
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None
ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of its chief executive officer and chief financial officer, evaluated the effectiveness of the Company'sWe maintain disclosure controls and procedures(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of March 30, 2007. Based on this evaluation, the Company's chief executive officer and chief financial officer concluded that, as of March 30, 2007, the Company's disclosure controls and procedures were: (1)designed to ensurethat material information relating to the Company, including its consolidated subsidiaries, is accumulated and communicated to the Company's management, including the Company's chief executive officer and chief financial officer, by others within those entities, as appropriate to allow timely decisions regarding required disclosure, particularly during the period in which this report was being prepared; and (2) effective, in that they provide reasonable assurancethat information required to be disclosed bythe Companyus inthereports thatit fileswe file orsubmitssubmit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in theSEC'sSecurities and Exchange Commission rules and forms. In addition, the disclosure controls and procedures ensure that information required to be disclosed is accumulated and communicated to management, including the chief executive officer (“CEO”) and chief financial officer (“CFO”), allowing timely decisions regarding required disclosure. As of the last fiscal quarter covered by this report, based on an evaluation carried out under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act of 1934), the CEO and CFO have concluded that our disclosure controls and procedures are effective.Management'sManagement’s Report on Internal Control Over Financial ReportingThis Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the Company's independent registered public accounting firm, due to a transition period established by the rules of the SEC for newly public companies.Section 404 compliance projectBeginningOur management, under the supervision and with thefiscal year ending March 28, 2008, Section 404participation ofthe Sarbanes-Oxley Act of 2002 will require the Company to include management's report on the Company's internal control over financial reporting in its Annual Report on Form 10-K. The internal control report must contain (1) a statement of management's responsibilityour CEO and CFO, is responsible for establishing and maintaining adequate internal control overthe Company'sfinancial reporting(2)as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is astatement identifyingprocess designed to provide reasonable assurance to our management and board of directors regarding theframework used byreliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Internal control over financial reporting includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our managementto conductand directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on therequired evaluationfinancial statements.Because of
the effectiveness of the Company'sits inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with existing policies or procedures may deteriorate.Under the supervision and
(3) management'swith the participation of our CEO and CFO, our management conducted an assessment of the effectiveness of our internal controls and procedures over financial reporting as of April 2, 2010, based on theCompany'scriteria established in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, our management has concluded that as of April 2, 2010, our internal controls and procedures over financial reporting were effective based on those criteria.Deloitte & Touche LLP, the independent registered public accounting firm who audited our consolidated financial statements included in this Annual Report, has issued an attestation report on the effectiveness of our internal control over financial reporting,
as of the end of its most recent fiscal year, including a statement as to whether or not the Company's internal control over financial reportingwhich iseffective.In order to achieve compliance with Section 404 within the prescribed period, during fiscal 2007, the Company commenced a Section 404 compliance project under which management has engaged outside consultants and adopted a detailed project work plan to assess the adequacy of the Company's internal control over financial reporting, remediate any control deficiencies that may be identified, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting.included below.Changes in Internal Control Over Financial Reporting
During the fourth quarter of fiscal year ended March 30, 2007, there haveThere has been nochangeschange inthe Company'sour internal control over financial reporting that have occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Company'sBoard of Directors and Shareholders of DynCorp International Inc.Falls Church, Virginia
We have audited the internal control over financial
reporting.ITEM 9B. OTHER INFORMATION.
reporting of DynCorp International Inc. and subsidiaries (the “Company”) as of April 2, 2010, based on criteria established inInternal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.None.ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.On June 7, 2007, the Company filedWe conducted our audit in accordance with theNew York Stock Exchange ("NYSE")standards of theAnnual CEO CertificationPublic Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the
Company'sreliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the
NYSE'spolicies or procedures may deteriorate.In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 2, 2010, based on the criteria established inInternal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedules as of and for the year ended April 2, 2010, and our report dated June 4, 2010, expressed an unqualified opinion on such consolidated financial statements and financial statement schedules which report included an explanatory paragraph regarding a change in its method of accounting for noncontrolling interests in consolidated subsidiaries and the retrospective adjustment of all periods presented in the consolidated financial statements.
/s/ DELOITTE & TOUCHE LLP
Fort Worth, Texas
June 4, 2010
ITEM 9B. OTHER INFORMATION None
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The following are the names, ages and a brief account of the business experience for at least the last five years of our directors and executive officers as of June 1, 2010.
Name
Age
Position
Robert B. McKeon
55 Chairman of the Board
William L. Ballhaus
42 Director, President and Chief Executive Officer
Michael J. Bayer
62 Director
Herbert J. Lanese
65 Director
Barry R. McCaffrey
67 Director
Ramzi M. Musallam
41 Director
Joseph W. Prueher
67 Director
Charles S. Ream
66 Director
Mark H. Ronald
68 Director
Peter J. Schoomaker
64 Director
Leighton W. Smith, Jr.
70 Director
Gregory S. Nixon
46 Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
Craig R. Reed
50 Senior Vice President, Strategy and Corporate Development
Robert B. Rosenkranz
70 Executive Vice President and Chief of Staff
Steven Schorer
52 President, Global Platform Support Services
Anthony Smeraglinolo
57 President, Global Stabilization and Development Solutions
Michael J. Thorne
53 Senior Vice President, Chief Financial Officer and Treasurer
Each of our directors brings extensive management and leadership experience gained through their service in our industry and other diverse businesses. In these roles, they have taken hands-on, day-to-day responsibility for strategy and operations. In addition, most current directors bring board experience acquired by either significant experience on other boards or long service on our board that broadens their knowledge of board policies and processes, rules and regulations, issues and solutions. The Corporate Governance and Nominating Committee’s process to recommend qualified director candidates is described under “Board Membership Criteria and Diversity.” In the paragraphs below, we describe specific individual qualifications and skills of our directors that contribute to the overall effectiveness of our board of directors and its committees.
Robert B. McKeon has been a director and the Chairman of our board of directors since 2005. Mr. McKeon is the Chairman of our Executive and Compensation Committees and a member of our Corporate Governance and Nominating Committee. Mr. McKeon is the Founder and Chairman of Veritas Capital, a New York-based private equity investment firm he formed in 1992. Prior to forming Veritas in 1992, Mr. McKeon served as the Chairman of Wasserstein Perella Management Partners and was a founding partner of Wasserstein Perella & Co. in 1988. Mr. McKeon was instrumental in raising and managing Wasserstein’s $1.1 billion private equity fund. Mr. McKeon currently serves as Chairman of the Board of Aeroflex Holding Corp., Vangent, Inc., Global Tel*Link Corporation and McNeil Technologies. Mr. McKeon is a member of the Council on Foreign Relations, the Bretton Woods Committee and the Center for Strategic & International Studies. Mr. McKeon holds a B.S. from Fordham University and a MBA from Harvard Business School. Mr. McKeon was selected to serve as one of our directors because he is the Founder and Chairman of our largest beneficial holder and has extensive experience and familiarity with us since February 2005. In addition, he has extensive experience in financing, private equity investment and board service.
William L. Ballhaus has been our President and Chief Executive Officer and a director since May 2008. From March 2007 to May 2008, he was president of the Network Systems business for the Electronics & Integrated Solutions Operating Group of BAE Systems Inc. From 2003 to 2007, he was president of BAE Systems Inc.’s National Security Solutions and Mission Solutions businesses. He holds a Bachelor’s degree in mechanical engineering from the University of California at Davis and Master’s and Doctorate degrees in aeronautics and astronautics from Stanford University, as well as a Master’s degree in business administration from the Anderson Graduate School of Management at UCLA. He serves on the United States Geospatial Intelligence Foundation Board of Directors. He is a Fellow of the American Institute of Aeronautics and Astronautics and a Fellow of the British American Project. Mr. Ballhaus was selected to serve as one of our directors because he is our President and Chief Executive Officer and has detailed knowledge and valuable perspective and insights regarding our business.
Michael J. Bayer has been a director since 2006. He is a member of our Audit Committee and our Corporate Governance and Nominating Committee. Since 2003 he has been a private consultant in the energy and national security sectors and, since 2006, the President and Chief Executive Officer of Dumbarton Strategies LLC, an energy and national security consulting firm. He is the Chairman of the U.S. Department of Defense’s Business Board, and a member of the Sandia National Laboratory’s National Security Advisory Panel, the U.S. Department of Defense’s Science Board and the Chief of Naval Operations’ Executive Panel. He is currently a director of Willbros Group, Inc. and SIGA, Inc. He was a director of Stratos Global (May 2006 – April 2009), CACI (December 2002 – November 2006) and Duratek (December 2003 – February 2006). Mr. Bayer’s education includes a Bachelor of Science in International Economics from Ohio State University, a Master of Business Administration from Ohio State University and a Doctor of Jurisprudence from Capital University. Mr. Bayer was selected to serve as one of our directors because he is extremely knowledgeable about the business of government services and has a particular expertise in defense and security.
Herbert J. Lanese served as our President and Chief Executive Officer from 2006 to May 2008 and has been a director since 2006. Mr. Lanese was an independent businessman and private investor for the five years before becoming our President and Chief Executive Officer. He is a former President of McDonnell Douglas Aerospace Company. Mr. Lanese also held positions as Executive Vice President and Chief Financial Officer at McDonnell Douglas Corporation. Prior to joining McDonnell Douglas, he served as Corporate Vice President of Tenneco, Inc., where he was responsible for strategic planning, capital structure, accounting and information systems. Earlier, he held positions as Vice President & CFO of Tenneco Inc.’s Newport News Shipbuilding business and Vice President of Finance of Tenneco Chemicals. He began his career in Engineering and Production Management at General Motors Corporation before becoming Director, U.S. Chemical Operations, at BF Goodrich Company. Mr. Lanese holds a Bachelor’s degree in Business and Mathematics and a Master’s degree in Business Administration from Bowling Green State University. Mr. Lanese was selected to serve as one of our directors because he has a thorough understanding of our industry, has experience and familiarity with the Company and was our President and Chief Executive Officer.
General Barry R. McCaffrey (USA Ret.) has been a director since 2005. General McCaffrey was Director, White House Office of National Drug Control Policy, from February 1996 to January 2001, serving as a member of the President’s Cabinet and the National Security Council. During his career in the U.S. Army, he served as Commander-in-Chief, U.S. Southern Command, from 1994 to 1996. General McCaffrey holds a Bachelor’s degree in General Engineering from the U.S. Military Academy and a Master’s degree in Civil Government from American University. General McCaffrey is the President of BR McCaffrey Associates LLC (a private consulting firm). He is also a member of the boards of McNeil Technologies Inc. (our partner in Global Linguist Services LLC), Global Linguist Services LLC and several other private companies. General McCaffrey was selected to serve as one of our directors due to his extensive knowledge about our two largest clients — the Department of Defense and the Department of State and extensive experience, which allows him to bring additional perspective to our board of directors.
Ramzi M. Musallam has been a director since 2005. He is a member of our Compensation Committee and Executive Committee. Mr. Musallam is a partner at Veritas Capital, with which he has been associated since 1997. He is also a member of the Board of Directors of Aeorflex Holding Corp., Vangent Inc. and several private companies. Mr. Musallam holds a Bachelor’s degree from Colgate University with a double major in Economics and Mathematics and an MBA from the University of Chicago Graduate School of Business. Mr. Musallam was selected to serve as one of our directors because he is a Partner of our largest beneficial holder and has extensive experience and familiarity with us since February 2005. In addition, he has extensive experience in financing, private equity investment and board service.
Admiral Joseph W. Prueher (USN Ret.) has been a director since 2005 and is the Chairman of our Corporate Governance and Nominating Committee. Admiral Prueher served as U.S. Ambassador to the People’s Republic of China from November 1999 to May 2001. His diplomatic post followed a 35-year career in the U.S. Navy, where he served as Commander-in-Chief, U.S. Pacific Command, from January 1996 to February 1999. Admiral Prueher holds a Bachelor’s degree in Naval Science from the U.S. Naval Academy and a Master’s degree in International Relations from George Washington University. He is a consulting professor at Stanford and Harvard Universities, a trustee of The Nature Conservancy of Virginia and a member of the Board of Trustees of the Center for the Study of the Presidency. He is a director of Fluor Corporation, New York Life Insurance Company and Emerson Electric Co. He was a director at Merrill Lynch (2001-2009) and Bank of America Corporation (January-June 2009). He is the James Schlesinger Distinguished Professor at the University of Virginia. He was a Naval Aviator and Engineering Test Pilot. Admiral Prueher was selected to serve as one of our directors due to his extensive knowledge about our two largest clients — the Department of Defense and the Department of State, extensive board and oversight experience, which allows him to bring additional perspective to our board of directors.
Charles S. Ream has been a director since 2006 and is the Chairman of our Audit Committee and a member of our Compensation Committee. Mr. Ream served as the Executive Vice President and Chief Financial Officer (“CFO”) of Anteon International Corporation from 2003 to 2006. Mr. Ream also served as Senior Vice President and CFO of Newport News Shipbuilding Inc. from 2000 to 2001. Previously he served as Senior Vice President, Finance of Raytheon Systems Company and Senior Vice President and CFO at Hughes Aircraft Company. He was formerly a partner at Deloitte & Touche LLP. Mr. Ream holds a Master of Accountancy degree from the University of Arizona and is a Certified Public Accountant (inactive). He is also a director of The Allied Defense Group, Inc., Stanley, Inc. and Vangent, Inc. and previously served on the board of Steward & Stevenson (2004 to 2006). Mr. Ream was selected to serve as one of our directors because he has extensive experience in financing, public accounting, managing government service providers and board service.
Mark H. Ronald has been a director since January 2007. He is a member of our Corporate Governance and Nominating Committee. He is an independent consultant specializing in management and mergers and acquisitions. He was president and chief executive officer of BAE Systems Inc. from 2000 to 2006 and was chief operating officer and a director of BAE Systems plc from 2002 to 2006. He holds the title of Honorary Commander of the Most Excellent Order of the British Empire (CBE), awarded in recognition of the valuable services he has rendered to furthering transatlantic cooperation in the U.S.-U.K. defense industries. He is a director of Alliant Techsystems Inc. and Cobham plc. He is a member of the U.S. Department of Defense’s Business Board and a trustee of Polytechnic University. He received a Bachelor’s degree in electrical engineering from Bucknell University and a Master’s degree in electrical engineering from Polytechnic University. Mr. Ronald was selected to serve as one of our directors because he has extensive experience in financing, managing government service providers and board service.
General Peter J. Schoomaker (USA Ret.) has been a director since 2007. He is an individual consultant on defense matters. He served as Chief of Staff of the U.S. Army from 2003 until his second retirement in 2007 and as Commander in Chief, U.S. Special Operations Command from 1997 to 2000, when he retired from the U.S. Army for the first time. He was the president of Quiet Pros, Inc. (defense consulting) from 2000 to 2003. General Schoomaker holds a Bachelor of Science degree in Education from the University of Wyoming and a Master’s degree in Management and Supervision from Central Michigan University. He is a director of CAE, Inc. and a
member of the boards of several non-profit and private companies. General Schoomaker was selected to serve as one of our directors due to his extensive knowledge about our two largest clients — the Department of Defense and the Department of State and extensive experience, which allows him to bring additional perspective to our board of directors.
Admiral Leighton W. Smith, Jr. (USN Ret.) has been a director since 2005 and is a member of our Audit Committee. Admiral Smith was appointed to four-star rank in April 1994, became Commander-in-Chief, Allied Forces Southern Europe and concurrently assumed the command of the NATO-led Implementation Force in Bosnia in December 1995. Admiral Smith retired from the U.S. Navy after 34 years of service in 1996. Admiral Smith has served as a Senior Fellow at the Center for Naval Analysis and as a Senior Advisor to the Institute for Defense Analysis. Admiral Smith holds a Bachelor’s degree in Naval Science from the U.S. Naval Academy and a Master’s degree in Personnel Counseling from Troy State University. He is a director of CAE and a member of the boards of several private companies. Admiral Smith was selected to serve as one of our directors due to his extensive knowledge about our two largest clients – the Department of Defense and the Department of State and extensive experience, which allows him to bring additional perspective to our board of directors.
Gregory S. Nixon joined as our Senior Vice President, General Counsel and Corporate Secretary in September 2009. In November 2009, he added the role of Chief Compliance Officer. Mr. Nixon leads, manages, and directs the legal affairs of the Corporation. Mr. Nixon worked previously for McKinsey & Company Inc., where he was an Associate General Counsel and Assistant Secretary, and Vice President and General Counsel of the Public Sector Services division. Before that, he was a Principal, Associate General Counsel and Assistant Secretary at Booz Allen Hamilton Inc., and lead attorney for their Global Government Business Division (Booz Allen Hamilton’s largest business). He also practiced law at the international law firm of Howrey LLP in their Commercial Litigation Group. After serving as a commissioned officer in the U.S. Air Force, Mr. Nixon held senior government positions in the U.S. Government Accountability Office and served as special counsel in the U.S. Navy Office of the General Counsel. He holds the rank of Lieutenant Colonel in the U.S. Air Force Judge Advocate General’s Corps Reserve. He has been honored with the Meritorious Service Medal and the U.S. Air Force Commendation Medal. He also served in a leadership capacity on President Obama’s Transition Team. Mr. Nixon has a J.D. degree from Georgetown University Law Center and a B.S. in mechanical engineering from Tuskegee University.
Craig Reed, Senior Vice President for Strategy and Corporate Development, joined DynCorp International in December 2008. In this role, he oversees market intelligence, strategic planning, strategic initiatives, mergers and acquisitions, capture and proposal management, government relations, Middle East marketing, and media and marketing communications. Before joining the Company, he was vice president of strategy for Northrop Grumman’s Corporate Cyber Campaign, and vice president of strategy and planning for their Intelligence, Surveillance & Reconnaissance Systems division. Mr. Reed was a presidential appointee to the U.S. Department of Energy (“DoE”), where he served as senior policy advisor in the Office of the Secretary and Executive Director of the Secretary of Energy Advisory Board, and acted as chairman of the DoE’s Counterterrorism/Homeland Security Council and representative to the White House National Space Policy Coordinating Council. Mr. Reed earned a PhD in public policy with a concentration in national security studies from George Washington University. He holds a Master of International Affairs degree in international security policy and international business from Columbia University, and Bachelor of Arts degrees in political science and psychology from the State University of New York at Albany.
Robert B. Rosenkranz has served as our Executive Vice President and Chief of Staff since December 2008. He was the President of our operating company’s former International Security Services segment from 2005 to December 2008. He graduated from the United States Military Academy, holds a Masters degree from the University of Pennsylvania and retired from the U.S. Army with the rank of major general. He served as Senior Vice President for range and logistics services of our predecessor from 1995 to 2001; as Vice President of business development for MPRI/L-3 from 2001 to 2003; as General Manager of Beamhit for MPRI/L-3 from 2003 to 2004, and as a Vice President of business development for KEI Pearson, Inc. from January to August 2005.
Steven Schorerhas served as President of our operating company’s Global Platform Support Solutions segment since its formation in April 2009. Mr. Schorer has more than 28 years of experience in the aerospace and defense industry, and a diverse background in general management, international business development, program management, and engineering. From 2003 to 2008, he was president of the C4I segment at DRS Technologies, a $1.5 billion operation with 22 sites and over 5,000 employees. Before that, he served as president and general manager of the Ocean Systems Division of L-3 Communications. He has also worked for Allied Signal Aerospace, Lockheed Missiles and Space, Raytheon, and Hughes Aircraft. Mr. Schorer has a Bachelor of Science degree in electrical engineering from the University of Massachusetts. He completed executive management programs at the Anderson School of Executive Management, University of California, Los Angeles, and at the American Graduate School of International Management in Phoenix.
Anthony Smeraglinolo has served as President of our operating company’s Global Stabilization and Development Solutions segment since its formation in April 2009 and of its predecessor, the International Security Services segment, from December 2008 to March 2009. He was with L-3 Communications from 2006 through 2008 where he served as President of the Intelligence Solutions Division from 2007 through 2008 and Senior Vice President and General Manager of the National Solutions Business area of the Intelligence Solutions Division of L-3 Communications from 2006 through 2007. From 2001 to 2006, he was Vice President of Programs for the Harris Technical Services subsidiary of Harris Corporation, and also held various financial and operational leadership positions for the Government Communications Division of Harris Corporation from 1980 to 1999. He served as Senior Vice President of Business Operations for DRS Technologies from 1999 to 2001. Mr. Smeraglinolo has a Bachelor’s degree in Business Management from Fairfield University and a Master’s degree in Business Administration from the Florida Institute of Technology.
Michael J. Thorne has served as our Senior Vice President, Chief Financial Officer and Treasurer since 2005. Before assuming this position, he was Vice President of Contracts and a director for joint ventures based in the United Kingdom, Saudi Arabia and Puerto Rico. Mr. Thorne’s other responsibilities have included financial forecasts, forward pricing rates, incurred cost submissions, disclosure statements, and program/contract pricing. He joined the company in 2001, after 22 years of service with Lockheed Martin in various key financial positions. Mr. Thorne graduated from the University of Georgia with a BBA degree in Finance and subsequently earned his MBA in Finance.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the “Act”) requires that our officers and directors and persons who own more than 10% of our equity file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-10%-stockholders are required to furnish the Company with copies of all Forms 3, 4 and 5 that they file. Based solely on our review of copies of forms we have received or written representations from reporting persons, we believe that all ownership filing requirements were timely met during the fiscal year, with the exception of the Form 4’s filed for restricted stock units (“RSUs”) granted to Messrs, Ballhaus, Thorne, Rosenkranz, Smeraglinolo, Schorer and Schehr on July 2, 2009, which were filed on August 18, 2009.
CORPORATE GOVERNANCE
Code of Ethics and Business Conduct
DynCorp International has had a robust ethics program for more than 20 years. Our Code of Ethics and Business Conduct, which applies to our directors, officers and employees, including our principal executive officer, principal finance officer and principal accounting officer, is delivered to all employees at the time of hire and periodically thereafter, is the subject of a mandatory training program and is posted on our website, http://www.dyn-intl.com, under the heading “Investor Relations — Corporate Governance”. We intend to post on our website any amendment to, or waiver from, a provision of our Code of Ethics and Business Conduct that applies to any director or executive officer promptly following the date of such amendment or waiver. The Code of Ethics and Business Conduct addresses, among other matters, the obligation of accounting and financial personnel to maintain accurate records of the Company’s operations, comply with laws and report violations.
Corporate Governance Guidelines
DynCorp International is committed to maintaining and practicing the highest standards of ethics and corporate governance. The Board has adopted Corporate Governance Guidelines that provide a flexible framework within which the Board and its committees oversee the governance of the Company. These guidelines are available on our website, http://www.dyn-intl.com, under the heading “Investor Relations — Corporate Governance”. The Corporate Governance and Nominating Committee of the Board of Directors annually assesses the Corporate Governance Guidelines. The Corporate Governance Guidelines addresses, among other matters, the duties of the Board and its Committees, Board composition and criteria, procedures for annual evaluation of the Board and the Chief Executive Officer, executive succession planning and communications with stockholders and other constituents.
Corporate Governance Information
Stockholders may obtain copies of our Corporate Governance Guidelines and Code of Ethics and Business Conduct and the charters of our Audit, Compensation and Corporate Governance and Nominating Committees on our website athttp://www.dyn-intl.com, under the heading “Investor Relations”, or receive printed copies by request to the Corporate Secretary, DynCorp International Inc., 3190 Fairview Park Drive, Suite 700, Falls Church, VA 22042.
Meetings of the Board
Our Board has an active role in overseeing management and representing the interests of stockholders. Directors are expected to attend all Board meetings and meetings of committees on which they serve. Our directors are also consulted for advice and counsel between formal meetings.
During the fiscal year ended April 2, 2010, the Board met fourteen times. All the directors attended at least 75% of the aggregate meetings of the Board and the committees to which they were assigned.
All directors are expected to attend annual meetings of stockholders. All directors attended the 2009 annual meeting of stockholders, except for Messrs. Lanese and Prueher.
Executive Sessions
The non-management directors meet in executive session, without the presence of members of management, at regularly scheduled meetings of the Board. Robert B. McKeon, Chairman of the Board, presides at such meetings. If Mr. McKeon is unable to preside, Mr. Ronald, Chairman of the Corporate Governance and Nominating Committee, would preside. If Mr. Ronald is not able to preside, the members of the meeting select a member of the Board to preside. At least once a year, the Board convenes an executive session comprising only independent directors.
Stockholder Communications and Proposals
Stockholders who wish to communicate with the Board, a Board committee or any individual director or directors may do so by sending written communications to the Board, the Board committee or such individual director or directors, c/o the Corporate Secretary, DynCorp International Inc., 3190 Fairview Park Drive, Suite 700, Falls Church, VA 22042. All such communications will be compiled by the Corporate Secretary and forwarded to the member(s) of the Board to whom the communication is directed or, if the communication is not directed to any particular member(s) of the Board, the communication will be forwarded to all members of the Board.
Under the Company’s bylaws, a stockholder who wishes to introduce a proposal to be voted on at the Company’s annual meeting of stockholders must send advance written notice to the Secretary of the Company for receipt at such times specified in the Company’s bylaws, and otherwise comply with the procedures set forth in Section 1.8 of the Company’s bylaws. Stockholders who intend to submit a proposal at an annual meeting, and stockholders who intend to submit nominations for directors at a meeting, are required to notify the Secretary of the Company of their proposal or nominations, and provide certain other information, in accordance with and during the time period set forth in the Company’s bylaws. A copy of the bylaws may be obtained on the Company’s website,http://www.dyn-intl.com, under the heading “Investor Relations — Corporate Governance.”
Board Membership Criteria and Diversity
The Company’s Corporate Governance Guidelines provide that the Board shall consider issues such as integrity, competence, age and experience, commitment and dedication, collegiality, technical background and interpersonal skills when considering persons to serve on the Board. The Board considers diversity in the context of improving shareholder value. The Board values a diverse board from various government and corporate backgrounds. This ensures the board is appropriately equipped to consider diverse perspectives for effective risk management, leadership decisions and to maximize stockholder value.
In considering candidates for nomination, the Corporate Governance and Nominating Committee seeks a diverse group of candidates who possess the background, skills, expertise and time to make a significant contribution to the Company. In particular, the Corporate Governance and Nominating Committee seeks candidates who have an understanding of the areas in which we work, current stockholders and our current and potential customers. The Corporate Governance and Nominating Committee considers potential candidates’ educational background, experience, personal and business reputation, independence and freedom from conflicts of interest and ability to act in the interest of stockholders.
The Corporate Governance and Nominating Committee does not assign specific weights to particular criteria, and no particular criteria is a prerequisite for a prospective nominee. We believe that the backgrounds and qualifications of our directors should, in the aggregate, provide an enriching mix of experience, knowledge and abilities.
In considering candidates for nomination, the Corporate Governance and Nominating Committee also considers director candidates recommended by stockholders. Our Corporate Governance and Nominating Committee will evaluate all stockholder-recommended candidates on the same basis as any other candidate. Our bylaws provide that nominations for the election of directors may be made by any stockholder by providing notice in writing, delivered to the Secretary in accordance with the provisions of our bylaws. See the section entitled “Stockholders’ Proposals” in this Proxy Statement.
Board Leadership Structure
The Company’s board leadership structure has separate roles for the CEO and Board Chairman. We believe that this structure is appropriate because it separates senior management leadership responsibilities from the Board’s oversight responsibilities. The Company considers this the most appropriate structure given the current
background, knowledge and experience of the existing board members and senior management. Should the roles of the CEO and the Board Chairman ever be combined, the Company would likely designate a “lead independent director” in order to maintain appropriate segregation of senior management leadership responsibilities from the Board’s oversight responsibilities.
Oversight of Risk Management
Management is responsible for the day-to-day handling of risks our company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. The Board did not opt to form a separate, independent risk committee of the board based on the belief that the topic of risk should be managed by the full board of directors with direct involvement from senior management and support of the Board’s committees. We define and group risk into three broad categories: 1) operational risk, such as risks associated with contract execution; 2) financial risk, such as liquidity risk; and 3) compliance risk, including internal control over financial reporting. The Board uses information from various sources such as management presentations, briefings from its committees, external advisors and each Board member’s industry knowledge to fulfill its oversight responsibility for all three categories of risks.
On behalf of the Board, the Audit Committee plays a key role in the oversight of the Company’s risk management function, especially in regards to certain aspects of compliance risk. The Audit Committee oversees risks related to the Company’s financial statements, the financial reporting process, certain compliance issues and accounting and certain legal matters. To provide this oversight, the Audit Committee utilizes the work of the Company’s internal and external auditors, information from the Company’s legal and compliance departments, an annual Business Risk Assessment, which identifies, from an inherent risk perspective, those events that could have a material adverse impact on achieving goals and objectives and an annual Fraud Risk Assessment, which identifies, from an inherent risk perspective, potential fraud events that could have a material adverse impact to the Company’s financial statements or could result in a material misappropriation of assets.
The Audit Committee utilizes these resources to assess Sarbanes-Oxley compliance, including the mitigation of financial reporting risk through internal controls over financial reporting, to direct the work of the Company’s Internal Audit Department, and to provide appropriate communication to the Board regarding identified risk. Both the Board and the Audit Committee consider the Company’s policies, procedures and internal controls for risk mitigation.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has established three standing committees: (1) Audit, (2) Corporate Governance and Nominating and (3) Compensation. The Board also has an Executive Committee established pursuant to our bylaws. In addition, special committees may be established under the direction of the Board when necessary to address specific issues. On January 29, 2010, the Board formed such a special committee — the M&A Committee, which among other things, was organized to explore potential strategic transactions, as well as to explore remaining a stand-alone publicly-held corporation. The M&A Committee took an active role in, and assisting the Board in connection with, reviewing and responding to the non-binding indication of interest sent to Mr. McKeon, as Chairman of the Board, on January 21, 2010, by Cerberus and the negotiation of the Company’s Merger Agreement with certain affiliates of Cerberus, which was executed on April 11, 2010.
Name
Executive Audit Corporate
Governance and
NominatingCompensation M&A Robert B. McKeon
C X C C William L. Ballhaus
Michael J. Bayer
X X Herbert J. Lanese
Barry R. McCaffrey
Ramzi M. Musallam
X X Joseph W. Prueher
X X * X Charles S. Ream
C X X Mark H. Ronald
C X Peter J. Schoomaker
X Leighton W. Smith, Jr.
X C — Committee Chairman
*-Elected to Committee on September 23, 2009
STANDING COMMITTEES
Audit Committee
The Audit Committee oversees risks related to the Company’s financial statements, the financial reporting process, certain compliance issues and accounting and certain legal matters. The Audit Committee also oversees audits of our internal control over financial reporting and audits of our financial statements on behalf of the Board. Among other duties, it is directly responsible for the selection and oversight of our independent auditors. The functions of the Audit Committee are further described below under the heading “Audit Committee Report” and in the Audit Committee’s charter. The Audit Committee met eight times during the fiscal year ended April 2, 2010. The Audit Committee’s charter is available on our website,http://www.dyn-intl.com, under the heading “Investor Relations — Corporate Governance”.
All members of the Audit Committee are independent within the meaning of the listing standards
as required by Section 303A-12(a)of the NYSE,Listed Company Manual. InSEC regulations and our Corporate Governance Guidelines. The Board has determined that Mr. Ream is an “audit committee financial expert” as defined by SEC rules.The rules of the NYSE recognize that the duties of a member of an audit committee are demanding and consume a great deal of time. Accordingly, if a member of an audit committee serves simultaneously on the audit committees of three or more other public companies, the board of each NYSE-listed company must determine that such simultaneous service does not impair the ability of such member to serve effectively on the listed company’s audit committee and must disclose such determination in its proxy statement. Mr. Ream serves currently on the audit committees of three public companies in addition to our Audit Committee, and the
CompanyBoard hasfiled as exhibitsdetermined that his simultaneous service does not impair his ability tothis Annualserve effectively on the Company’s Audit Committee.Audit Committee Report
The Company’s management is directly responsible for the accounting and financial reporting processes, including the preparation of quarterly and annual consolidated financial statements and for maintaining an adequate system of internal controls over financial reporting. The Audit Committee is responsible for the selection, compensation, retention, oversight, evaluation and, if necessary, termination of the Company’s independent auditors. The independent auditors are responsible for auditing the annual consolidated financial statements and expressing an opinion to the Board and shareholders on the conformity of those financial statements with accounting principles generally accepted in the United States of America.
In connection with the audited consolidated financial statements for the fiscal year ended April 2, 2010, the Audit Committee has:
1. reviewed and discussed, with management and the independent auditors, the audited consolidated financial statements, including discussions regarding critical accounting policies, other financial and reporting principles and practices appropriate for the Company, the quality of such principles and practices and the reasonableness of significant judgments; 2. discussed with the independent auditors the items that are required to be discussed under applicable professional auditing standards and regulations, including the quality of the financial statements and the clarity of the related disclosures; and 3. reviewed and considered the written disclosures in an independence letter from Deloitte & Touche LLP, the Company’s independent auditors, as required by the Public Company Accounting Oversight Board, and has discussed, with such independent auditors, their independence from the Company and management. Based on the review and discussions referred to above, the Committee has recommended to the Board that the audited financial statements for fiscal year 2010 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 2, 2010. The Board has approved that recommendation.
Submitted on June 1, 2010, by the Audit Committee:
Charles S. Ream, Chairman
Michael J. Bayer
Leighton W. Smith, Jr.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee is responsible for (i) recommending to the Board the composition of the Board and its Committees, (ii) identifying individuals qualified to become members of the Board, (iii) selecting and recommending to the Board a slate of director nominees for the next annual meeting of the stockholders of the Company and individual nominees for interim vacancies, (iv) recommending the role of the Board in the corporate governance process, (v) reviewing and assessing the Corporate Governance Guidelines, and (vi) reviewing and approving all non-binding letters of intent with respect to mergers and acquisitions, and recommending to the Board for Board approval merger and acquisition proposals (unless a special committee (such as the M&A Committee, which was established in connection with the Merger) is established by the Board for such purpose). The Corporate Governance and Nominating Committee met five times during the fiscal year ended April 2, 2010. The Corporate Governance and Nominating Committee’s charter is available on our website,http://www.dyn-intl.com, under the heading “Investor Relations — Corporate Governance”.
Executive Committee
The Executive Committee possesses all the powers of the Board not otherwise reserved to the Board by law and acts on behalf of the Board in the interim periods between regular or special meetings of the Board.
Compensation Committee
The Compensation Committee is responsible for making recommendations to the Board concerning the compensation of the Chief Executive Officer (“CEO”) and other executive officers, including the appropriateness of salary, incentive compensation, equity-based compensation plans and certain other benefit plans. The Compensation Committee evaluates the performance of the CEO and executive officers in setting their compensation levels and considers the Company’s performance, as well as other factors deemed appropriate by the Compensation Committee. The Compensation Committee occasionally engages independent consulting firms to review and evaluate various elements of the CEO’s and other executive officers’ total compensation, as discussed below under “Compensation Discussion and Analysis”. The Compensation Committee met seven times during the fiscal year ended April 2, 2010. The Compensation Committee’s charter is available on our website,http://www.dyn-intl.com, under the heading “Investor Relations — Corporate Governance”.
ITEM 11. EXECUTIVE COMPENSATION. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended April 2, 2010, our Compensation Committee consisted of Robert B. McKeon, Ramzi S. Musallam, Joseph W. Prueher, Charles S. Ream and Peter J. Schoomaker, none of whom was at any time during such fiscal year or at any other time, an officer or employee of us or any of our subsidiaries. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee.
Messrs. McKeon and Musallam are partners in Veritas. We pay Veritas an annual management fee of $300,000 plus expenses to provide us with general business management, financial, strategic and consulting services. Reimbursed expenses for the 2010 fiscal year totaled $219,191.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this Form 10-K. Based on such review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Form 10-K.
Submitted on June 2, 2010 by the Compensation Committee:
Robert B. McKeon, Chairman
Ramzi S. Musallam
Joseph W. Prueher
Charles S. Ream
Peter J. Schoomaker
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)
Overview
The Compensation Discussion and Analysis is intended to inform our stockholders of the policies and objectives underlying the compensation programs for our executive officers. Accordingly, this section addresses and analyzes each element of the compensation program. Following this section is a series of tables containing specific information about the compensation awarded to, earned by or paid to our Named Executive Officers (“NEOs”). For fiscal year 2010, the NEOs were:
William L. Ballhaus, President & Chief Executive Officer;
Robert B. Rosenkranz, Executive Vice President and Chief of Staff;
Michael J. Thorne, Senior Vice President, Chief Financial Officer & Treasurer;
Anthony Smeraglinolo, President, Global Stabilization and Development Solutions;
Steven T. Schorer, President, Global Platform Support Solutions; and
Curtis L. Schehr, Former Senior Vice President, Chief Compliance Officer and Executive Counsel (until November 2009).
Executive Compensation Oversight; Use of Consultants
Our executive compensation program is administered by the Compensation Committee of our Board of Directors. As reflected in its charter, the Compensation Committee is charged with reviewing and approving goals and objectives relevant to the performance of the NEOs. In addition, no less than annually, the Compensation Committee appraises the performance of the NEOs in light of these goals and objectives and sets compensation levels based on this evaluation and a competitive market assessment. Annual base salary merit adjustments are set based on an evaluation of individual performance and consideration of comparative market data. Incentive bonus compensation targets and equity-based compensation grants are then set based on a percentage of base salary with consideration of comparative market data and achievement of total compensation targets. See the “NEOs on an Individualized Basis” section for further discussion on each element of compensation.
The Compensation Committee engaged an independent consulting firm to review and evaluate various elements of our NEOs’ total compensation program. During fiscal year 2010, the Compensation Committee engaged Frederic W. Cook & Co. to review the long-term compensation paid to our NEO’s and to identify competitive levels of compensation and appropriate compensation elements. The results from the independent consulting firm were considered in our compensation decisions for fiscal year 2010.
To help assess the competitive positioning of our NEO’s total compensation levels, the Committee reviewed competitive pay data for a custom peer group of companies provided by Frederic W. Cook & Co. The custom peer group of companies was developed by Frederic W. Cook & Co. with input from our management and ultimate approval by the Compensation Committee. The companies identified for inclusion in the peer group were of similar size and lines of business and against whom the Company would expect to compete for executive talent. Specifically, the custom peer group consisted of the following companies:
AAR
ABM Industries
Brinks
CACI International
Corrections Corporation of America
DRS Technologies
Emergency Medical Services
Hudson Highland Group
ManTech International
MPS Group
Perot Systems
Rockwell Collins
Shaw Group
SRA International
TrueBlue
URS
Separately, as part of its own independent review of executive compensation levels, management retained Hewitt Associates to provide competitive pay data for selected senior executive positions. Hewitt’s analysis included a review of a 25-company peer group as well as a smaller group of 9 comparable companies identified by management. The peer companies used in the Hewitt study are:
25-Company Peer Group
L-3
ITT Corp
Washington Group Int’l
Dover Corp
Goodrich Corp
Foster Wheeler
W.W. Grainger
Chicago Bridge & Iron Co
Cameron International
Harris Corp
Rockwell Collins
Alliant Techsystems
FMC Technologies
Flowserve Corp
Joy Global
Steelcase
Hubbell
Sauer-Danfoss Inc
Applied Industrial Tech Inc
Plaris Industries
Curtiss-Wright Corp
Walter Energy Inc
GATX Corp
Kaman Corp
Federal Signal Corp
9-Company Peer Group
Alliant Techsystems Inc.
CACI International Inc.
DRS Technologies, Inc.
Hexcel Corporation
ITT Corporation
L-3 Communications Holdings, Inc.
Rockwell Collins, Inc.
SAIC, Inc.
Teledyne Technologies Incorporated
When deliberating on executive compensation levels, the Compensation Committee gave consideration to the competitive market data obtained from the compensation consultants, the performance and tenure of the individual executive, and the relative importance of the executive’s role within the Company.
Executive Compensation Philosophy
The Compensation Committee believes that compensation paid to NEO’s should assist us in attracting, motivating and retaining superior talent. Our compensation programs are intended to motivate the NEOs to achieve our business objectives and to align their financial interests with those of our stockholders. Based on this philosophy, the compensation of our NEOs includes a combination of salary, annual incentive (i.e., cash bonuses), long-term equity-based awards and other employment benefits. Salary and cash bonuses are utilized so that management focuses on short-term goals. Whereas, long-term equity-based compensation is used so that management also focuses on long-term goals and performance.
As discussed above, we retained the services of professional compensation consultants who were assigned responsibility for conducting a competitive review of our executive compensation program. In this competitive review, the existing executive compensation program was reviewed relative to market practices. Findings were subsequently reported in the form of an analysis, which summarized competitive total compensation, which included the following sub-elements: base annual salary; target annual incentive compensation; target total cash compensation (the sum of base salary and target annual incentive compensation); grant-date fair value of long-term equity-based incentives; and total direct compensation (the sum of total cash compensation plus the grant-date fair value of long-term equity-based incentives).
Our compensation philosophy is to provide total compensation opportunities and a program that approximates the median of the market analysis in order to enable us to attract and retain a quality executive team focused on maximizing shareholder value.
The policies applicable to the total cash compensation of the individual NEOs do not differ. Differences in compensation are driven either by scope of the NEO’s services, tenure or experience or by contractual terms applicable to the NEO’s first year of service. Our philosophy regarding long-term equity-based compensation of the individual NEOs does not differ. As further described below in the “Long-Term Incentive Compensation Plan” and “Other Equity-Based Awards” sections, our equity compensation is based on two different types of awards, plan-based awards and Class B Interests. The Class B Interests were primarily issued during periods prior to our Initial Public Offering and were subject to either four-year or five-year vesting schedules. Class B Interests were granted with no exercise price or expiration date. Certain NEOs have been granted Class B Interests, as further described in “Other Equity-Based Awards” below. Our plan-based awards to date have taken the form of restricted stock units which can be service based or performance based.
We have employment agreements with our NEOs and certain other executive officers which provide for termination payments. These employment agreements are discussed further below, under the heading “Employment Agreements”.
Elements of our Executive Compensation Program
The primary elements of our executive compensation program, including compensation of the NEOs, for the fiscal year 2010 were:
base salary;
an annual incentive bonus, paid in cash;
a long-term incentive compensation plan;
a tax-qualified savings plan with matching company contributions; and
perquisites and other personal benefits.
In addition, some NEO’s have received in prior years Class B Interests which represent long-term equity-based awards from our significant stockholder. See “Class B Interests Awards” for further discussion.
In setting compensation amounts for each NEO, the Compensation Committee begins with considering base salary relative to each NEO’s position, experience and comparative market data. Annual base salary merit adjustments are set based on an evaluation of individual performance and consideration of comparative market data. Incentive bonus compensation targets and equity-based compensation grants are then set based on a percentage of base salary with consideration of comparative market data and achievement of total compensation targets.
Given satisfactory performance evaluations, over time our goal is to align all NEO’s total compensation with our targeted compensation percentile range. See the “NEOs on an Individualized Basis” section below for discussion on each element of compensation.
Further specifics with regard to each element of compensation are discussed in the sections below.
Base Salary
We pay our NEOs a base salary as fixed compensation for their time, efforts and commitments throughout the year. Salary levels are typically considered annually as part of our performance review process as well as upon a promotion or other change in job responsibility. The Compensation Committee considers, among other performance standards, the NEO’s contributions in assisting the Company in meeting its financial targets, improving operational efficiencies, creating and executing a clear strategy, leading and overseeing major projects, creating a winning culture, compliance, and safety. Competitive and performance data are reviewed by the Compensation Committee in order to make compensation decisions that will maintain a competitive level of
remuneration for each NEO but not place them outside our target range of compensation based on comparable positions in the government services industry. Salaries are set based on a review of competitive market data, consideration of individual performance, compensation relative to other NEO’s and the importance to stockholders of the individual’s continued service.
While market data is compared against external factors, individual performance is assessed through our annual employee evaluation process, which compares performance goals based on an NEO’s position within our Company. The increases in base salaries were performance and economic adjustments and are included in total salary, as reflected in column (c) of the “Summary Compensation Table.” The resulting base salary adjustment in fiscal year 2010 is discussed below in the “NEOs on an Individualized Basis” section.
Incentive Bonus Compensation
During 2007, we established the Amended and Restated Executive Incentive Plan (“EIP”). The purpose of the EIP is to provide additional compensation to eligible participants for their contribution to the achievement of our objectives, to encourage and stimulate superior performance and to assist in attracting and retaining highly qualified executives.
Under the EIP, and consistent with our employment agreements with the NEOs, target bonus amounts for fiscal year 2010 were based on a percentage of base salary, varying by the NEO level and overall job responsibilities. This method of assigning each EIP target bonus percentage is consistent with our compensation philosophy and is based on market data we use from our compensation consultants as discussed in more detail within the “Executive Compensation Philosophy” section above. See the “NEOs on an Individualized Basis” section for discussion on incentive bonus compensation for each NEO.
Specific target bonus percentages are set forth in the following table.
Covered NEO
Fiscal
YearBase
SalaryTarget Bonus
PercentageTarget Bonus
AmountMr. Ballhaus (1)
2010 $ 850,000 100% $ 850,000 2009 $ 650,000 100% $ 650,000 Mr. Rosenkranz
2010 $ 439,171 60% $ 263,503 2009 $ 424,000 60% $ 254,400 2008 $ 408,000 60% $ 244,800 Mr. Thorne
2010 $ 414,960 60% $ 248,976 2009 $ 395,000 60% $ 237,000 2008 $ 380,000 60% $ 228,000 Mr. Smeraglinolo (1)
2010 $ 441,000 75% $ 330,750 Mr. Schorer (1)
2010 $ 455,642 75% $ 341,732 Mr. Schehr (2)
2010 N/A N/A N/A 2009 $ 367,000 50% $ 183,500 2008 $ 355,000 50% $ 177,500 (1) Information is not included for Messrs. Ballhaus, Smeraglinolo and Schorer for the periods prior to the year they became NEOs. (2) Mr. Schehr ended his employment with the Company in November 2009; as such he was not entitled to an EIP bonus. Bonuses are paid under the EIP based on the attainment of certain financial performance metrics that were approved by the Compensation Committee. The EIP provides that the target bonus percentages, performance metrics and performance targets will be established annually during the first 90 days of the plan year.
For fiscal year 2010, our financial performance metrics for our NEOs included earnings before interest, tax, depreciation and amortization (“EBITDA”), revenue and DSO. All NEOs have performance metrics tied to our consolidated performance. We established EBITDA as a key financial measure to assess our operating performance. In fiscal years where unusual, non-recurring items occur, we may adjust EBITDA, at the discretion of the Compensation Committee, to exclude such items that have been deemed by management to have little or no bearing on our day-to-day operating performance. We established revenue as a key measure, as it measures gross sales to our customers and is consistent with our long-term strategic operational growth plan. We reward effective management of DSO as part of our bonus criteria because of its impact on cash flow.
Bonuses earned by the NEOs under the EIP for performance during fiscal year 2010 are reflected in column (g) of the “Summary Compensation Table” below. Our consolidated performance targets and actual results for the 2010 fiscal year were as follows:
Fiscal Year Ended
Performance
MetricPerformance
Targets for
Fiscal YearWeighting of
Performance
MetricsActual Results
(for the Fiscal
Year)April 2, 2010
EBITDA (2) $ 236 million 50 % $ 239 million Revenue $ 3.366 billion 25 % $ 3.585 billion DSO (3) 70 days 25 % 74 days April 3, 2009
EBITDA (1) $ 214 million 50 % $ 221 million Revenue $ 2.950 billion 25 % $ 3.101 billion DSO (3) 75 days 25 % 72 days March 28, 2008
EBITDA $ 205 million 50 % $ 175 million Revenue $ 2.400 billion 25 % $ 2.140 billion DSO (3) 74 days 25 % 79 days (1) In fiscal year 2009, we adjusted EBITDA to exclude unrecoverable severance expenses. (2) In fiscal year 2010, we adjusted EBITDA to exclude external merger expenses and secondary offering expenses. (3) DSO utilized for performance metric purposes is calculated as the average monthly DSO for the fiscal year 2010 and can differ from DSO calculated for financial reporting purposes, as disclosed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Actual compensation under the EIP may differ from targeted compensation based on the achievement of Company annual financial performance metrics or through discretionary action by our Compensation Committee. The Compensation Committee did not exercise any discretion with respect to individual payouts or consider the achievement or non-achievement of personal goals when granting incentive bonus compensation under the EIP for fiscal year 2010.
The actual incentive bonus amount for each NEO was higher than target bonus amount based on the Company’s actual results in fiscal year 2010. The actual bonus amount is calculated using a pre-defined formula comparing actual to targeted results resulting in a potential payout ranging from 0% to 200% of each NEO’s target bonus amount. For fiscal year 2010, actual incentive bonus compensation was calculated for each NEO based on the following method:
[each NEO’s percentage of base salary eligible for incentive] multiplied by [each NEO’s actual base salary] multiplied by [each performance metric’s multiplier] multiplied by [the pre-defined ratio of each performance metric’s actual vs. targeted performance].
For fiscal year 2010, actual performance will result in an approximate 112%, 86% and 119% estimated payout for Corporate, Global Stabilization and Development Solutions, and Global Platform Support Solutions, for each NEO’s target bonus percentage, as applicable. Messrs. Smeraglinolo and Schorer have 50% of their bonus result tied to their respective division’s performance and 50% to Corporate performance. All other NEO’s bonus result tied to Corporate only.
Long-Term Incentive Compensation Plan
During 2007, we adopted the OIP. The principal features of the OIP are as follows:
equity-based and cash-based awards;
directors, NEOs and other employees are eligible;
stock options will have a maximum 10-year term, will be priced at 100% of fair market value on date of grant and may not be re-priced without stockholder consent;
stock appreciation rights will have a base price at 100% of fair market value of common stock on the grant-date, may not be re-priced without stockholder consent and will result in a cash payment equal to the excess of the market price of our common stock on the exercise date over the base price;
performance awards will be cash payments or equity grants based on Company performance metrics over a pre-established period;
restricted stock grants may be in the form of actual shares or share units;
other share-based awards primarily apply to grants of deferred stock for director compensation;
there are maximum individual award limits; and
awards may vest in the event of a change in control.
See the “NEOs Compensation on an Individualized Basis” section for further discussion on long-term incentive compensation for each NEO.
Restricted Stock Units
The OIP provides for the grant of RSUs and other equity-based awards. From time to time, the Compensation Committee approves RSU awards to certain of our key employees (“Participant(s)”). The grants are made pursuant to the terms and conditions of the OIP and are subject to award agreements between the Company and each Participant. For a discussion of the rationale for the awards to our NEOs, see “Executive Compensation Philosophy” above.
Participants vest in RSUs generally either: (i) ratably over the corresponding service term, generally three years (“service-based awards”); or (ii) cliff vest with the amount of RSUs based on performance conditions tied to our financial performance (“performance-based awards”). The RSUs have an assigned value equivalent to our Common Stock and may be settled in cash or shares of our common stock at the discretion of the Compensation Committee. Compensation related to RSUs is reflected in column (e) of the “Summary Compensation Table” below. During fiscal year 2010, two NEOs, Messrs. Ballhaus and Smeraglinolo, were granted 12,500 and 17,500 service-based RSUs, respectively, each with a remaining service term of two years, after the immediate one third vesting of Mr. Ballhaus’ grant due to his prior year of service. During fiscal year 2010, the six NEOs were granted a total of 322,900 performance-based RSUs, with a corresponding service term of two or three years.
The Merger Agreement permits us to issue (in the ordinary course of business consistent with past practice) RSUs in respect of not more than 200,000 shares of our Class A Common Stock. Our Compensation Committee exercised such right and issued all of such RSUs during the first quarter of fiscal year 2011, of which Messrs. Ballhaus, Rosenkranz, Thorne, Smeraglinolo and Schorer were issued RSUs in respect of 13,166, 1,892, 3,121, 3,706 and 3,706 shares of our Class A Common Stock, respectively.
Other Equity-Based Awards
Class B Interests were granted in prior years to three of our NEOs, Messrs. Rosenkranz, Thorne and Schehr. Under the terms of the operating agreement of DIV Holding, holders of Class B Interests are entitled to receive a proportional share of distributions made by DIV Holding, provided that the holders of Class A membership interests in DIV Holding have received an 8% per annum internal rate of return on their invested capital. The
Class B Interests are subject to either five-year or four-year vesting schedules, with any unvested interests reverting to the holders of Class A membership interests in the event the Class B Interests are forfeited or repurchased. Class B Interests are granted with no exercise price or expiration date. The three NEOs noted above were granted Class B Interests by the manager of DIV Holding.
The Class B Interests have no dilutive effect on our common stock. In addition, payments made upon vesting and liquidation will be funded by DIV Holding and will not affect our available working capital. Because these Class B Interests are accounted for as compensation in our consolidated financial statements, they are considered by our Compensation Committee when considering grants of equity-based awards under the OIP.
No NEO received any Class B Interest grants during fiscal year 2010. Aggregate Class B Interests awarded to the NEOs are reflected below under the heading “Class B Interests Awards”.
Savings Plan
Each of the NEOs is eligible to participate in our tax-qualified 401(k) plan on the same basis as all other eligible employees. We provide a company matching contribution under the 401(k) plan on a non-discriminatory basis. The matching contributions paid by us on behalf of the NEOs are reflected in column (i) of the Summary Compensation Table. Details of the plan are discussed in Note 6 to our consolidated financial statements.
Perquisites and Other Personal Benefits
We maintain group medical and dental insurance, accidental death insurance and disability insurance programs for our employees, as well as customary vacation and other similar employee benefits. The NEOs are eligible to participate in these programs on the same basis as our other U.S.-based salaried employees.
The Compensation Committee adopted an Executive Benefits Plan for designated executives effective January 1, 2008, including the NEOs, under which they will be reimbursed up to $15,000 per year in the aggregate for annual physical examinations not covered by group health plans, personal income tax services and estate planning services. Payments under the Executive Benefits Plan will be grossed up to compensate for income taxes on the payments. During fiscal years 2010 and 2009, payments in the aggregate amount of $63,460 and $48,990 were made to the NEOs under this Plan and are reflected in column (i) of the Summary Compensation Table. No payments were made in any prior periods.
Messrs. Ballhaus, Rosenkranz and Smeraglinolo are provided with a special travel accident policy with benefit payout amounts of $7,800,000, $3,825,000 and $6,048,000, respectively. The NEO’s respective taxable share of the premium for such insurance are reflected in column (i) of the “Summary Compensation Table” below.
The cost we incurred in providing term life insurance benefits to each of our NEOs is reflected in column (i) of the “Summary Compensation Table” below. This benefit is generally available to most U.S.-based non-union employees.
Tax Implications of Executive Compensation
As part of its role, the Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), which limits the deduction for a publicly held corporation for otherwise deductible compensation to any “covered employee” to $1,000,000 per year. A covered employee includes the CEO and the three most highly compensated officers as of the close of the taxable year (other than the CFO) whose compensation is required to be disclosed to the stockholders in this proxy statement. The compensation limitation does not apply to privately held companies. If a company becomes publicly held in connection with an initial public offering and has a compensation plan or plans that were adopted when the company was privately held, and the terms of such plans were adequately disclosed in the company’s offering prospectus, then such company is considered in “transition”, and, so long as the plans are
not materially modified during the transition period, any payments made under the terms of such plans are excluded from the $1,000,000 limit. Generally, the transition period extends to the first regularly scheduled meeting of the shareholders that occurs after the close of the third calendar year following the calendar year in which the company becomes publicly held. Any grants made prior to the end of the transition period are exempt from the Code Section 162(m) compensation limit. If a covered employee receives compensation pursuant to an agreement made subsequent to the adoption of the plans that either accelerates the timing of or increases the amount of compensation otherwise payable under the terms of the previously adopted plans, then a “material modification” is deemed to have occurred, and any compensation paid pursuant thereto is not exempt from the $1,000,000 limit. We became publicly held in May 2006. In addition, if a company adopts a compensation plan or plans after it becomes public and such plan or plans meet all the requirements of Performance Based Compensation as set forth in Code Section 162(m)(C) (“Performance Based Compensation”) and the regulations adopted thereunder, then such compensation is also exempt from the $1,000,000 limit.
We adopted the EIP in fiscal year 2008, and it was approved by our shareholders at the August 8, 2007 annual meeting. We believe the bonus grants issued under the EIP qualify as Performance Based Compensation. We also adopted the OIP in fiscal year 2008; it was approved by the shareholders at the August 8, 2007 annual meeting. The grants of our service-based RSUs do not qualify as Performance Based Compensation. We believe, therefore, that all compensation paid to our NEOs, excluding Mr. Ballhaus, other than service-based RSUs, during fiscal year 2010, is exempt from the Code Section 162(m) limitation, because it was paid either pursuant to compensation plans that were adopted at a time when we were privately held or qualified as Performance Based Compensation. NEO, Mr. Ballhaus exceeded the 162(m) limit during fiscal year 2010. Mr. Smeraglinolo was granted 17,500 service RSUs during fiscal year 2010, with a corresponding service term of two years. We believe the portion of the compensation payable to Mr. Smeraglinolo with respect to his service-based RSU awards do not qualify as exempt from the 162(m) limitation, since those awards do not meet the definition of Performance Based Compensation. The Compensation Committee may approve compensation that will be in excess of the Code Section 162(m) limitation, in order to ensure competitive levels of total compensation for our executive officers.
Risk Management Implications of Executive Compensation
Our compensation (base salary, executive/management incentive plan bonus compensation or equity-based compensation) is driven by either the passage of time (based on salaries established through market studies) or by a narrow set of performance metrics: (i) EBITDA; (ii) revenue; (iii) DSO and (iv) earnings per share. Compensation based on the passage of time does not create risk-taking incentives. Therefore, we have focused our consideration of risk and rewards on the compensation driven by the three performance metrics. The division executives target bonus amounts are derived from performance metrics and performance targets that are based on 50% of their respective division’s performance and 50% of overall Company performance.
Overall, we do not believe that our compensation policies or practices create risks that are material to our business. We believe our performance measures are well aligned with creating long-term shareholder value and do not create an incentive for excessive risk taking or unusual pressure on any single operating segment. Furthermore, our compensation policies and practices are consistent throughout the organization, the unique divisional performance measures previously discussed do not create significant risk.
Accounting Implications of Executive Equity-Based Compensation
During the fiscal year ended March
31, 2006,28, 2008 and prior periods, certain members of our management and outside directors were granted Class B Interests in an affiliate, DIV Holding. DIV Holding conducts no operations and was established for the primary purpose of holding our equity.We retained an independent party, Value Incorporated, to conduct a fair-value analysis of the Class B Interests granted to management and outside directors. There were no Class B Interest granted during fiscal year 2010. In accordance with FASB Accounting Standards Codification (“ASC”) 718,Compensation-Stock
Compensation, (formerly SFAS 123(R)), we recorded compensation expense based on the grant-date fair value and commensurate with our vesting schedules.
Our RSU awards have been determined to be liability awards in accordance with ASC 718 therefore, the fair value of the RSU awards are re-measured at each financial reporting date as long as they remain liability awards. For fiscal year 2010, we recorded compensation expense based on the re-measured fair value as of April 2, 2010 and commensurate with our vesting schedules. For RSU awards that require the achievement of a performance target, compensation expense is recorded utilizing our best estimate of achievement of the performance target. As of April 2, 2010, we estimated 100% achievement of the performance target. See Note 11 to our consolidated financial statements for further discussion on Class B Interests and RSU awards.
NEOs Compensation on an Individualized Basis
The following paragraphs describe the manner in which the Compensation Committee determined the specified amount of each element of compensation for NEOs on an individualized basis for fiscal year 2010. See the “Base Salary”, “Incentive Bonus Compensation,” “Long-Term Incentive Compensation Plan”, “Restricted Stock Units” and “Other Equity-Based Awards” for general discussion on the compensation elements discussed below.
Mr. Ballhaus joined the Company in May 2008 as the President and CEO. His base salary for fiscal year 2010 of $850,000 was 11% below the market median salary. Mr. Ballhaus’ starting base salary as a CEO was 32% below the market median, due primarily to him being new to the Company and this being his first CEO position. Mr. Ballhaus’ fiscal year 2010 base salary represents a 31% increase from his starting salary as CEO. Mr. Ballhaus also received equity-based compensation in the form of 137,500 RSUs. Under the terms of his agreement 12,500 of these RSUs are service based and vest ratably with a remaining service term of two years, after the immediate one third vesting on May 19, 2009 due to his prior year of service. The remaining 125,000 RSUs are performance based and become fully vested three years from the grant date, August 7, 2009, contingent upon the achievement of certain performance metrics. All RSUs are subject to acceleration of vesting under certain circumstances, including an all-cash change of control merger, such as the proposed Merger. The grant date fair value of Mr. Ballhaus’ fiscal year 2010 RSU grants was $2,282,974 compared to the market median of $2,812,000. Mr. Ballhaus also participated in our EIP. Mr. Ballhaus’ eligible EIP target amount was $850,000 as compared to the market median of $932,300 for comparable positions. Mr. Ballhaus’ equity base compensation and EIP target amount are lower than the market median due to similar reasons as described for base salary. Other compensation, including 401(K) matching, paid time off and cost of insurance policies, is consistent with market practice and is not a significant portion of Mr. Ballhaus’ compensation. The Compensation Committee made one discretionary adjustment, the 12,500 RSUs granted to Mr. Ballhaus as a result of the Company’s fiscal year 2009 performance. Based on the judgment of the Compensation Committee, each of the compensation elements were considered individually and in the aggregate and were believed to be appropriate.
Mr. Rosenkranz’s base salary increased approximately 3.5%, from $424,000 to $439,171, from fiscal year 2009 to fiscal year 2010, considering his performance and an economic adjustment in his compensation of 3% to 4%. Mr. Rosenkranz’s increased base salary was 18% below the market median salary for his position, primarily due to his internal promotion to his current role as Chief of Staff during fiscal year 2009, which was a new role for Mr. Rosenkranz and the Company. Mr. Rosenkranz also received equity based compensation in the form of 17,700 performance based RSUs. Under the terms of his agreement the RSUs become fully vested three years from the grant date, August 7, 2009, contingent upon the achievement of certain performance metrics, subject to acceleration of vesting under certain circumstances, including an all-cash change of control merger, such as the proposed Merger. The grant date fair value of Mr. Rosenkranz’s fiscal year 2010 RSU grant was $300,015 compared to the market median of $862,000. Mr. Rosenkranz’s equity base compensation is lower than the market median due to similar reasons as described for base salary. Mr. Rosenkranz also participated in our EIP program during the fiscal year. Mr. Rosenkranz’s eligible EIP target amount was $263,503 as compared to the market median of $416,800 for comparable positions due to similar reasons as described for base salary. Other compensation, including 401(K) matching, paid time off and cost of insurance policies, is consistent with market
practice and is not a significant portion of Mr. Rosenkranz’s compensation. There were no discretionary adjustments made by the Compensation Committee for any compensation element for Mr. Rosenkranz. Based on the judgment of the Compensation Committee, each of the compensation elements were considered individually and in the aggregate and were believed to be appropriate.
Mr. Thorne’s base salary increased 5.1%, from $395,000 to $414,960, from fiscal year 2009 to fiscal year 2010, considering his performance and an economic adjustment in his compensation. At the increased level, Mr. Thorne’s base salary was 11% below the market median salary for his position, primarily due to his current role being his first role as a CFO. Mr. Thorne also received equity based compensation in the form of 30,000 performance based RSUs. Under the terms of his agreement the RSUs become fully vested three years from the grant date, August 7, 2009, contingent upon the achievement of certain performance metrics, subject to acceleration of vesting under certain circumstances, including an all-cash change of control merger, such as the proposed Merger. The grant date fair value of Mr. Thorne’s fiscal year 2010 RSU grant was $508,500 compared to the market median of $654,200. Mr. Thorne’s equity base compensation is lower than the market median due to similar reasons as described for base salary. Mr. Thorne also participated in our EIP program during the fiscal year. Mr. Thorne’s eligible EIP target amount was $248,976 as compared to the market median of $301,500 due to similar reasons as described for base salary. Other compensation, including 401(K) matching, paid time off and cost of insurance policies, is consistent with market practice and is not a significant portion of Mr. Thorne’s compensation. There were no discretionary adjustments made by the Compensation Committee for any compensation element for Mr. Thorne. Based on the judgment of the Compensation Committee, each of the compensation elements were considered individually and in the aggregate and were believed to be appropriate.
Mr. Smeraglinolo became an NEO in the current year. His base salary for fiscal year 2010 was $441,000 which is consistent with the market median salary of $439,500, from fiscal year 2009 to fiscal year 2010, for his position and within our target compensation range. Mr. Smeraglinolo also received equity based compensation in the form of 52,500 performance based RSUs and 17,500 service based RSUs. Under the terms of his agreements 35,000 and 17,500 of the performance based RSUs become fully vested three and two years from the grant date, August 7, 2009 and October 15, 2009, respectively, contingent upon the achievement of certain performance metrics, subject to acceleration of vesting under certain circumstances, including an all-cash change of control merger, such as the proposed Merger. Under the terms of the agreement his service based RSUs become fully vested two years from the grant date, August 7, 2009, subject to acceleration of vesting under certain circumstances, including an all-cash change of control merger, such as the proposed Merger. The grant date fair value of Mr. Smeraglinolo’s fiscal year 2010 RSU grants was $1,208,516 compared to the market median of $667,400. Mr. Smeraglinolo’s equity based compensation is higher than the market median, as he previously held a similar president position and he has extensive experience in the government services industry. See “Our Executive Officers” for further discussion on Mr. Smeraglinolo’s experience. Furthermore, these RSU grants vest over multiple years. On an annual compensation basis, the fair value of these awards approximates the market median. Mr. Smeraglinolo also participated in our EIP program during the fiscal year. Mr. Smeraglinolo’s target EIP bonus amount percentage was $330,750 as compared to the market median of $307,600 which is within our target compensation range. Other compensation, including 401(K) matching, paid time off and cost of insurance policies, is consistent with market practice and is not a significant portion of Mr. Smeraglinolo’s compensation. There were no discretionary adjustments made by the Compensation Committee for any compensation element for Mr. Smeraglinolo. Based on the judgment of the Compensation Committee, each of the compensation elements were considered individually and in the aggregate and were believed to be appropriate.
Mr. Schorer became an NEO in the current year. His base salary for fiscal year 2010 was $455,642 which 4% higher than the market median salary of $439,500 for his position which is within our target compensation range. Mr. Schorer also received equity based compensation in the form of 70,000 performance based RSUs. Under the terms of his agreements 35,000 and 35,000 of the RSUs become fully vested three and two years from the grant date, August 7, 2009 and October 15, 2009, respectively, contingent upon the achievement of certain performance metrics, subject to acceleration of vesting under certain circumstances, including an all-cash change
of control merger, such as the proposed Merger. The grant date fair value of Mr. Schorer’s fiscal year 2010 RSU grants was $1,229,900 compared to the market median of $667,400. Mr. Schorer’s equity based compensation is higher than the market median, as he previously held a similar president position and he has extensive experience in the government services industry. See “Our Executive Officers” for further discussion on Mr. Schorer’s experience. Furthermore, these RSU grants vest over multiple years. On an annual compensation basis, the fair value of these awards approximates the market median. Mr. Schorer also participated in our EIP program during the fiscal year. Mr. Schorer’s eligible EIP target amount was $341,732 as compared to the market median of $307,600 which is within our target compensation range. Other compensation, including 401(K) matching, paid time off and cost of insurance policies, is consistent with market practice and is not a significant portion of Mr. Schorer’s compensation. There were no discretionary adjustments made by the Compensation Committee for any compensation element for Mr. Schorer. Based on the judgment of the Compensation Committee, each of the compensation elements were considered individually and in the aggregate and were believed to be appropriate.
Mr. Schehr’s fiscal 2010 compensation was impacted by his employment termination without Cause on November 23. In connection with Mr. Schehr’s termination, we provided him with severance in accordance with his employment agreement. For further discussion on Mr. Schehr’s severance see “Mr. Schehr’s Post-Employment Payments and Benefits” section below.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information regarding compensation for fiscal years 2010, 2009 and 2008 awarded to, earned by or paid to our NEOs.
Name and Principal Position
Fiscal
YearSalary
($)Bonus
($) (1)Stock
(Equity)
Awards
($) (2)Non-Equity
Incentive Plan
Compensation
($) (3)All Other
Compensation
($) (4)Total
($)(a) (b) (c) (d) (e) (g) (i) (j) William L. Ballhaus (5)
2010 845,514 — 2,282,974 950,300 86,704 4,165,492 President & Chief Executive Officer
2009 547,500 350,000 985,822 816,400 97,814 2,797,536 2008 — — — — — — Robert B. Rosenkranz
2010 466,685 — 300,015 294,600 82,458 1,143,758 Executive Vice President & Chief of Staff
2009 419,299 — — 365,340 73,886 858,525 2008 396,554 — — 75,400 49,545 521,499 Michael J. Thorne
2010 408,880 — 508,500 278,400 43,840 1,239,620 Senior Vice President, Chief Financial Officer & Treasurer
2009 390,523 — — 297,823 47,635 735,981 2008 374,462 — — 70,200 39,699 484,361 Anthony Smeraglinolo (5)
2010 449,277 — 1,208,516 283,800 49,976 1,991,569 President, Global Stabilization and Development Solutions
Steven T. Schorer (5)
2010 440,742 — 1,229,900 405,300 23,340 2,099,282 President, Global Platform Support Solutions
Curtis L. Schehr
2010 250,112 — 300,015 — 1,301,479 1,851,606 Former Senior Vice President, Chief Compliance Officer and Executive Counsel
2009 363,602 — — 230,743 19,689 614,034 2008 350,385 — — 54,700 20,302 425,387 (1) The amounts reported in column (d) for fiscal year 2009 represent a sign-on bonus associated with Mr. Ballhaus’ employment contract. (2) The amounts reported in column (e) relating to service-based RSUs and Class B Interests represents the aggregate grant date fair value of awards computed in accordance with FASB ASC 718. The amount
reported in column (e) relating to performance-based RSUs represents the aggregate grant date estimate of compensation costs to be recognized over the service, excluding the effect of forfeitures with respect to performance awards. As of April 2, 2010, we estimated 100% achievement of the performance target, as such the value of the performance-based RSUs granted during the current year assumes the performance targets conditions is probable, is equal to the amount included in column (e). Assumptions used in the calculation of these awards are discussed in Note 11 of our consolidated financial statements. Further information is provided in the RSUs and other equity-based awards discussion below under the headings “Grants of Plan-Based Awards” and “Other Equity-Based Awards”. (3) The amounts reported in column (g) represent cash bonuses that were earned in fiscal years 2010, 2009 and 2008 pursuant to our EIP, which is discussed above under the heading “Long-Term Incentive Compensation Plan”. Bonuses for fiscal years 2009 and 2008 were paid out on June 11, 2009 and June 10, 2008, respectively. The fiscal year 2010 bonuses have not been paid as of the date of this filing. (4) The amount of each component of All Other Compensation reported in column (i) for each NEO is set forth in the “All Other Compensation” table below. (5) Information is not included for Messrs. Smeraglinolo and Schorer for the periods prior to the year they became an NEO. Information is not included for Mr. Ballhaus for the period prior to his employment with the Company. All Other Compensation
The following table outlines perquisites and personal benefits provided by us in fiscal years 2010, 2009 and 2008.
Name
Fiscal
Year401(k)
Matching
Contributions
($) (5)Severance
($)Professional
Fees
Reimbursements
($) (1)Paid
Time
Off
($) (2)Cost of
Insurance
Policies
($) (3)Total Other
Compensation
($)Mr. Ballhaus (4)
2010 2009
11,281 8,500
— —
26,654 16,877
— —
48,769 72,437
86,704 97,814
Mr. Rosenkranz
2010 2009
2008
8,478 7,970
10,000
— —
—
12,603 1,033
—
22,102 20,576
—
39,275 44,307
39,545
82,458 73,886
49,545
Mr. Thorne
2010 2009
2008
10,338 9,892
10,000
— —
—
— 4,255
—
16,469 17,538
15,315
17,033 15,950
14,384
43,840 47,635
39,699
Mr. Smeraglinolo (4)
2010 11,480 — — — 38,496 49,976 Mr. Schorer (4)
2010 1,227 — 5,214 — 16,899 23,340 Mr. Schehr
2010 2009
2008
6,093 9,757
10,000
1,211,354 —
—
18,990 9,932
—
56,783 —
—
8,259 —
10,302
1,301,479 19,689
20,302
(1) Represents professional fees reimbursements paid out during the fiscal year. (2) Represents compensation paid out during the fiscal year in lieu of unused vacation and personal time in accordance with Company policy. (3) Represents the cost of company-paid term-life insurance policies for the NEOs and the NEOs’ share of premiums for special business travel accident policies, including tax gross-up amounts paid to the NEOs, for the benefit of Messrs. Ballhaus, Rosenkranz and Smeraglinolo. (4) Information is not included for Messrs. Smeraglinolo and Schorer for the periods prior to the year they became an NEO. Information is not included for Mr. Ballhaus for the period prior to his employment with the Company. (5) The Company matches up to $10,700 per calendar year. If an executive is matched for more than $10,700 in any given calendar year, the overage would be called back in the following calendar year. GRANTS OF PLAN-BASED AWARDS
The following table provides information about equity and non-equity awards granted to the NEOs in fiscal year 2010. Each award is shown separately for each NEO, with the corresponding vesting schedule for each equity award in the footnotes following this table.
Grant
dateEstimated future payouts
under non-equity incentive
plan awards (1)Estimated future payouts
under equity incentive plan
awardsAll
other
stock
awards:
number
of
shares
of
stock
or
units
(#)All other
option
awards:
number
of
securities
underlying
options
(#)Exercise
or
base
price
of
option
awards
($/Sh)Grant
date
fair
value
of
stock
and
option
awards
($) (2)Name
Threshold
($)Target
($)Maximum
($)Threshold
(#)Target
(#)Maximum
(#)(a)
(b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) Mr. Ballhaus
08/07/09 62,500 125,000 187,500 — — — — 06/03/09 263,900 850,000 1,700,000 05/19/09 12,500 — — 164,224 Mr. Rosenkranz
08/07/09 8,850 17,700 26,550 — — — — 06/03/09 81,811 263,503 527,006 Mr. Thorne
08/07/09 15,000 30,000 45,000 — — — — 06/03/09 77,301 248,976 497,952 Mr. Smeraglinolo (4)
10/15/09 17,500 17,500 17,500 17,500 — — 296,941 08/07/09 17,500 35,000 52,500 — — — — 06/03/09 102,689 330,750 661,500 Mr. Schorer (4)
10/15/09 17,500 35,000 52,500 — — — — 08/07/09 35,000 35,000 35,000 — — — — 06/03/09 106,099 341,732 683,464 — — — Mr. Schehr (3)
08/07/09 — — — 8,850 17,700 26,550 — — — — (1) Threshold, target and maximum amounts are calculated based on the weighted averages of the respective performance measures under the EIP, which is discussed further above under the heading “Incentive Bonus Compensation”. (2) Amount represents grant-date fair value of fiscal 2010 RSU awards. Our RSUs are accounted for as liability awards in accordance with ASC 718 and are subsequently re-measured at each reporting period. (3) Mr. Schehr ended his employment with the Company in November 2009; as such he was not entitled to an EIP bonus. (4) Messrs. Smeraglinolo and Schorer were granted an all-or-nothing performance award. Thus the Threshold, Target and Maximum are equal. The following table provides information about the vesting of equity awards granted to the NEOs, which remain unvested as of April 2, 2010. Each award is shown separately for each NEO, with the corresponding vesting schedule for each equity award in the footnotes following this table.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Name
Option awards Stock awards Number
of
securities
underlying
unexercised
optionsNumber of
securities
underlying
unexercised
optionsEquity
incentive
plan
awards:
number of
securities
underlying
unexercised
unearned
optionsOption
exercise
priceOption
expiration
dateNumber
of shares
or units
of stock
that
have not
vested
(1)Market
value of
shares or
units of
stock that
have not
vested (1)Equity
incentive
plan
awards:
number
of
unearned
shares,
units or
other
rights
that have
not
vested (2)Equity
incentive
plan
awards:
market or
payout
value of
unearned
shares,
units or
other
rights that
have not
vested (2)(#)
exercisable(#)
unexercisable(#) ($) (#) ($) (#) ($) (a)
(b) (c) (d) (e) (f) (g) (h) (i) (j) Mr. Ballhaus
— — — — — 75,000 1,174,816 125,000 2,118,750 Mr. Rosenkranz
— — — — — — — 17,700 300,015 Mr. Thorne
— — — — — — — 30,000 508,500 Mr. Smeraglinolo
— — — — — 17,500 296,941 52,500 911,575 Mr. Schorer
— — — — — — — 70,000 1,229,900 Mr. Schehr
— — — — — — — — — (1) The amounts included in columns (g) and (h) reflect the service-based RSUs granted to NEOs as of April 2, 2010. All of such RSUs are subject to acceleration of vesting under certain circumstances, including an all-cash change of control merger, such as the proposed Merger. (2) The amounts included in columns (i) and (j) reflect the performance-based RSUs granted to NEOs as of April 2, 2010. All of such RSUs are subject to acceleration of vesting under certain circumstances, including an all-cash change of control merger, such as the proposed Merger. Class B Interests Awards
Because the Class B Interests are similar in nature to equity awards under a company plan, we provide our stockholders with information concerning the Class B Interests. The following table sets forth certain information with respect to Class B Interests that were owned by our NEOs and were outstanding at the end of fiscal year 2010. Pursuant to the terms of the Operating Agreement governing DIV Holding, if the Company’s shares are publicly traded on or after February 10, 2011, Class B Interests may be redeemed from the holder of the Class B Interests (the “Class B Member”) at the end of any fiscal quarter, for the Company’s stock or cash, at the discretion of Veritas, on thirty days’ written notice, upon February 10, 2011, as indicated below. Class B Interests are subject to forfeitures until the earlier of (i) the Class B Member’s fourth or fifth employment/directorship anniversary, depending upon the individual’s employment agreement, (ii) date of termination or (iii) a change in control of the Company.
Information concerning Class B Interests outstanding as of April 2, 2010 is reflected as follows:
Name
Class B
Interests
Vested as
of April 3,
2009
(%) (1)Class B
Interests
Vested
During
Fiscal
Year 2010
(%) (1)Cumulative
Class B
Interests
Vested as
of April 2,
2010
(%) (1)Class B
Interests
That Have
Not Vested
as of April 2,
2010
(%) (2)Book Value
of Vested
Class B
Interests as
of April 2,
2010
($) (3)Book Value
of Unvested
Class B
Interests as
of April 2,
2010
($) (3)(a)
(b) (c) (d) (e) (f) (g) Mr. Ballhaus
0.0000 0.0000 0.0000 0.0000 — — Mr. Rosenkranz
0.3025 0.1300 0.4325 0.2175 1,271,549 763,620 Mr. Thorne
0.5100 0.1275 0.6375 0.0000 756,713 — Mr. Smeraglinolo
0.0000 0.0000 0.0000 0.0000 — — Mr. Schorer
0.0000 0.0000 0.0000 0.0000 — — Mr. Schehr (4)
0.2000 0.1000 0.3000 0.0000 952,584 — (1) Columns (b), (c) and (d) provide the vesting status of Class B Interests as of the specified period for each of our NEOs. Percentages reflect vested Class B Interests, as described above under the heading “Other Equity-Based Awards”. Messrs. Ballhaus, Smeraglinolo and Schorer do not have any ownership interest in Class B Interests. (2) Percentages in column (e) reflect unvested Class B Interests, as described above under the heading “Other Equity-Based Awards”. Class B Interests vest ratably over the five-year period following the grant except in the case of Mr. Schehr, who received a four-year vesting grant in 2006 associated with him joining our Company. Mr. Schehr had no previous grants. (3) Columns (f) and (g) reflect the book value of the Class B Interests that were vested or unvested as of April 2, 2010. The related market value of the vested and unvested Class B Interests as of April 2, 2010 was $3,862,894 and $530,919, respectively, which would represent 330,727 and 45,455 Common Stock equivalents (issuable by DIV Holding at their discretion upon vesting), respectively, based on our closing stock price on April 2, 2010. The market value of the Class B Interests was calculated using a market value model that includes the following variables: Company’s stock price; the number of outstanding common shares; and DIV Holding ownership percentage. (4) Mr. Schehr ended his employment with the Company in November 2009 and forfeited his unvested Class B Interests. Employment Agreements
We have employment agreements with Messrs. Ballhaus, Rosenkranz, Thorne, Schorer and Smeraglinolo. We also had an employment agreement with Mr. Schehr, whose employment was terminated on November 23, 2009 without Cause, which is defined in the “Material Terms Defined” section below. A description of the payments and benefits Mr. Schehr received in connection with his termination is provided in “Other Potential Post-Employment Payments” below.
The initial term of the employment agreements is three years for Mr. Ballhaus, four years for Mr. Schehr, and five years for Messrs. Rosenkranz and Thorne. Following the initial term, each of the employment agreements will automatically renew for additional one-year periods, unless either we or the NEO delivers written notice of intent not to renew.
The employment agreements establish minimum salaries and annual incentive compensation targets for each of the covered NEOs. See the “Incentive Bonus Compensation” section for the fiscal year 2010 base salary and target bonus amounts.
Pursuant to his employment agreement, Mr. Ballhaus has agreed that he will not (a) for a period of two years following termination of his employment, solicit, for purposes of marketing, selling or providing services or products thereto, any party which was a customer of ours during the year prior to his termination or was a
targeted customer at the time of termination or (b) solicit for employment any person who was an employee of ours during the year prior to his termination. He has also agreed that, for a period of two years following early termination of his employment or one year following normal expiration of the term of his employment agreement, he will not compete with us for contracts held by us, or which we are in the bidding process at the time of termination, having potential annual revenue of $100 million or more.
Pursuant to the employment agreements of Messrs. Rosenkranz, Schehr, Thorne, Schorer and Smeraglinolo, each such NEO has agreed that, during the term of the employment agreement and for a period of one year following the termination of the agreement, he will not employ or solicit for employment any current or former employees of our company.
Furthermore, NEO’s may not disclose any confidential information to any person or entity, unless required by law. In addition, under the terms of the employment agreements, we have agreed to indemnify the NEO’s against any claims or liabilities relating to the NEOs’ services to us, to the extent permitted by applicable
certificationslaw, and to pay for counsel for the NEOs’ defense.The NEO’s employment agreements provide for payments in connection with certain terminations of employment. A description of the payments and benefits each NEO receives upon termination of employment is provided below in “Other Potential Post-Employment Payments”.
Other Potential Post-Employment Payments
The following section describes the payments and benefits that would be provided to our NEOs in connection with any termination of employment, including resignation, involuntary termination, death, retirement, disability or a change in control merger to the extent occurring on April 2, 2010. However, the actual amounts that would be paid under each circumstance can only be determined at the actual time of termination of employment. The assumptions and methodologies that were used to calculate the amounts paid upon a termination of employment are set forth at the end of this section.
Payments Made Upon Certain Terminations
In the event Mr. Ballhaus is terminated by us without Cause or voluntarily terminates his employment for Good Cause, we would provide him with the following payments and benefits:
a payment equal to the pro rated portion of his incentive compensation that would be payable to him based on our projected performance through the termination date; and
a payment equal to two times the sum of his then base salary plus an average of (a) the incentive bonus earned by him during the prior fiscal year and (b) his target bonus amount for the year of termination, payable in two installments during the year following termination.
In the event Mr. Ballhaus’ employment agreement is not automatically extended for a term of one year at the time of its
Chief Executive Officernormal expiration andits Chief Financial Officer required under Section 302his employment terminates at the election of theSarbanes-Oxley Actcompany, we would provide him with the following payments and benefits:a payment equal to the sum of
2002, regardinghis then base salary plus an average of (a) thequalityincentive bonus earned by him during the prior fiscal year and (b) his target bonus amount for the year of termination, payable in two installments during the year following termination;a payment equal to the amount of incentive compensation that would have been paid to him during the 90 days following his termination, if he had continued to be employed during such 90-day period, payable at the same time such bonus is payable to other executives of the
Company's public disclosures.Company; andfull vesting of any RSUs that would have vested during the 90 days following his termination if he had remained employed during such period.
In the event that any of Messrs. Rosenkranz, Schehr and Thorne are terminated by us without Cause or voluntarily terminates his employment for Good Cause, we would provide such NEO with the following payments and benefits:
Alla payment equal to two times the sum of such NEO’s then base salary plus target bonus amount, payable in two installments during the year following termination;
reimbursement for the cost of continued medical coverage for the same portion of such NEO’s COBRA health insurance premium that we paid during such NEO’s employment, until the earlier of either the last day of his COBRA health insurance benefits or the date on which he becomes covered under any other
information requiredgroup health plan; andthe right to exercise any vested stock options or other rights based upon the appreciation in
this Item 10 is incorporatedvalue of our stock (but excluding any rights in Class B Interests).In the event that any of Messrs. Smeraglinolo and Schorer are terminated by
referenceus without Cause or voluntarily terminates his employment for Good Cause, we would provide such NEO with a payment equal to theCompany's definitive Proxy StatementNEO’s then base salary plus a pro-rated portion of target bonusPayments Made Upon Retirement, Death or Complete Disability
Mr. Ballhaus’ employment agreement provides that, if his employment is terminated by reason of Retirement, death or Complete Disability, he will receive a payment equal to the pro rated portion of his incentive compensation that would be
filedpayable based on our projected performance through the termination date.The employment agreements of Messrs. Rosenkranz, Schehr, Thorne, Schorer and Smeraglinolo provide that, if their employment is terminated by reason of Retirement, death or Complete Disability, they will receive the following payments and benefits:
a payment equal to the pro rated portion of such NEO’s incentive compensation that would be payable based on our projected performance through the termination date; and
the right to exercise any vested stock options or other rights based upon the appreciation in value of our stock (but excluding any rights in Class B Interests).
Payments Made Upon Involuntary Termination for Cause, Voluntary Termination without Good Cause or a Change in Control
The NEOs are not entitled to any payments or benefits (other than accrued but unpaid compensation and benefits) in the event of an involuntary termination for Cause, voluntary termination without Good Cause or a change in control, except:
Upon a change in control, Mr. Ballhaus’ unvested RSUs, other than those which did not vest because performance conditions were not met, shall vest immediately.
All RSUs (including all performance-based RSUs) granted to the NEOs will automatically vest upon the consummation of an all-cash change of control merger, such as the Merger.
Approximation of Other Potential Post-Employment Payments for Messrs. Ballhaus, Rosenkranz, Thorne, Schorer and Smeraglinolo
This section quantifies the potential payments and benefits that would have been paid to Messrs. Ballhaus, Rosenkranz, Thorne, Schorer and Smeraglinolo upon a termination of their employment occurring on April 3, 2010. If they were terminated involuntarily without Cause or voluntarily terminated for Good Cause, they would receive cash severance payments, excluding equity-based compensation, equal to $3,683,333, $1,493,177, $1,410,912 $569,552 and $551,250, respectively. Mr. Schehr ended his employment with the
SECCompany in November 2009 and as such would not be entitled to post-employment payments at April 3, 2010.The cost of reimbursing Messrs. Ballhaus, Rosenkranz, Thorne, Schorer and Smeraglinolo for health insurance in the event of an involuntary termination without Cause or voluntary termination for Good Cause is approximately $12,000 to $18,000 per executive.
In the event of Retirement, death, or Complete Disability, Messrs. Ballhaus, Rosenkranz, Thorne, Schorer and Smeraglinolo would receive cash severance payments equal to $850,000, $263,503, $248,976, $341,732 and $330,750, respectively.
Mr. Schehr’s Post-Employment Payments and Benefits
Mr. Schehr’s employment was terminated by us, without Cause, on November 23, 2009. In connection with Mr. Schehr’s termination, we provided Mr. Schehr with the following payments and benefits:
accrued but unpaid base salary through the date of termination;
a prorated portion of his target bonus amount for fiscal year 2010, in the amount of $126,968;
a cash severance payment of $1,185,040, equal to two times the sum of Mr. Schehr’s base salary plus target bonus amount, payable in two equal lump sum payments; and
continued health benefits coverage until the earlier of (a) the last day of Schehr’s COBRA coverage or
about June 25, 2007.(b) the date on which Schehr becomes covered under any other group health plan, with his portion of the premium costs being the same as the amounts he paid during his employment, at a cost to the Company of approximately $27,000.Material Terms Defined
The terms “Cause”, “Good Cause”, “Complete Disability” and “Retirement”, as used above, are defined in the employment agreements of Messrs. Ballhaus, Rosenkranz, Thorne, Schorer and Smeraglinolo. The definitions of these terms are as follows:
“Cause” means: (a) the willful and continued failure by the executive to substantially perform his duties with the operating company (other than any such failure resulting from his incapacity due to physical or mental illness, injury or disability), after a written demand for substantial performance is delivered to him by the Board that identifies, in reasonable detail, the manner in which the Board believes that executive has not substantially performed his duties in good faith, and he fails to cure the matter if curable; (b) the willful engaging by executive in conduct that causes material harm to the operating company, monetarily or otherwise; (c) executive’s conviction of a felony arising from conduct during the term of his employment agreement; or (d) executive’s willful malfeasance or willful misconduct in connection with executive’s duties.
“Good Cause” means any of the following actions taken by the operating company or any subsidiary that employs the executive: (a) assignment of the executive to duties that are materially inconsistent with his status as a senior executive or which represent a substantial diminution of his duties or responsibilities in the operating company; (b) reduction in the executive’s base salary, except in connection with an across-the-board salary reduction for all executives; (c) a failure by the operating company to pay any of executive’s compensation in accordance with the operating company’s policy; (d) change of executive’s title; (e) failure to comply with the obligations of the operating company pursuant to the executive’s employment agreement; or (f) except in the case of Mr. Ballhaus, failure of a successor to the operating company to confirm in writing, within five business days of its succession, its obligation to assume and perform all obligations of the employment agreement.
“Complete Disability” is defined as the inability of the executive to perform his duties under his employment agreement, because he has become permanently disabled within the meaning of any policy of disability income insurance covering employees of the operating company then in force. In the event the
operating company has no policy of disability income insurance covering employees of the operating company in force when executive becomes disabled, the term “Complete Disability” means the inability of the executive to perform his duties under his employment agreement by reason of any incapacity, physical or mental, which the Board, based upon medical advice or an opinion provided by a licensed physician acceptable to the Board, determines to have incapacitated executive from satisfactorily performing all of executive’s usual services for the operating company for a period of at least 120 days during any 12-month period (whether or not consecutive).
“Retirement” means the voluntary retirement of the executive from the operating company (1) at or after age 62 or (b) at any time after the combination of the executive’s age and service with the operating company or any predecessor or subsidiary equals or exceeds 75 years.
Material Conditions to Receipt of Post-Employment PaymentsThe receipt of payments and benefits (other than accrued but unpaid compensation) to the executives upon a termination of employment is conditioned on the executive furnishing to the operating company an executed copy of a waiver and release of claims. Mr. Schehr was required to and did execute a waiver and release of claims as a condition to receiving his severance payments and benefits in connection with his termination of employment.
ITEM 11. EXECUTIVE COMPENSATION.
Methodologies and Assumptions Used for Calculating Other Potential Post-Employment PaymentsThe following assumptions and methodologies were used to calculate the post-employment payments and benefits described above.
The prorated incentive compensation severance amounts payable upon involuntary termination without Cause, voluntary termination for Good Cause, Retirement, death and Complete Disability reported above under the heading “Approximation of Other Potential Post-Employment Payments for Messrs. Ballhaus, Rosenkranz, Thorne, Schorer and Smeraglinolo” assume that our projected performance will be at target.
DIRECTOR COMPENSATION
General
The Company uses a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Board considers the significant amount of time that directors expend in fulfilling their duties as well as the skill-level required. The following information relates to the compensation of the directors for fiscal 2010.
Board Retainer and Fees
Directors who were not affiliates of Veritas Capital or officers or employees of the Company received an annual retainer of $40,000, payable quarterly in advance, and a $2,000 fee for each meeting of the Board they attended.
Committee Fees
The Chairman of the Audit Committee received an additional annual fee of $12,000, and each member received an additional fee of $2,000 for attendance at each meeting of the Committee.
The Chairman of the Corporate Governance and Nominating Committee received an additional annual fee of $8,000, and each member received an additional fee of $2,000 for attendance at each meeting of the Committee.
The nonaffiliated members of the Compensation Committee received an additional fee of $2,000 for attendance at each meeting of the Compensation Committee.
Each member of the M&A Committee (other than Mr. McKeon who acted as Chairman of the M&A Committee) is entitled to receive a fee of $2,000 for attendance at each meeting of the M&A Committee.
Members of the Executive Committee and affiliates of Veritas Capital or officers or employees of the Company do not receive any retainer or fees.
Equity Award Program for Non-Affiliated Directors
Certain directors who are not affiliates of Veritas Capital or our employees have been granted Class B Interests. For a discussion of Class B Interests see, “Outstanding Equity Awards At Fiscal Year End — Other Equity-Based Awards.” The equity-based compensation awarded to directors during the fiscal year ended April 2, 2010 is reflected in the following Director Compensation table.
Certain non-employee directors who are not affiliates of Veritas Capital were also granted RSUs during fiscal year 2010, which will vest on July 14, 2010 (unless vesting is accelerated prior to such date, for example in connection with an all-cash change of control merger, such as the Merger) and may be settled in cash or shares of our Common Stock at the discretion of the Compensation Committee.
Director Compensation in Fiscal Year 2010
The following table sets forth certain information with respect to the compensation we paid and value of equity awards granted for our directors during fiscal year 2010.
DIRECTOR COMPENSATION TABLE
The information required in this Item 11 is incorporated by reference to the Company's definitive Proxy Statement to be filed with the SEC on or about June 25, 2007.Name
(a)
Fees
Earned or
Paid in
Cash
($)
(b)Stock
(Equity)
Awards
($)
(1)(6)
(c)All Other
Compensation
($)
(d)Total
($)
(e)William L. Ballhaus (5)
— — — — Michael J. Bayer
104,000 18,225 — 122,225 Richard E. Hawley (7)
12,000 — — 12,000 Barry R. McCaffrey (3)
62,000 18,225 90,000 170,225 Robert B. McKeon (4)
— — — — Ramzi M. Musallam (4)
— — — — Joseph W. Prueher
112,000 18,225 — 130,225 Charles S. Ream
144,000 18,225 — 162,225 Mark H. Ronald
120,000 18,225 — 138,225 Peter J. Schoomaker (2)
78,000 41,415 16,000 135,415 Leighton W. Smith Jr.
86,000 18,225 — 104,225 William G. Tobin (7)
30,000 — — 30,000 Herbert J. Lanese
64,000 18,225 — 82,225 (1) The amounts reported in column (c) include service-based RSU awards and Class B Interests, and represents the aggregate grant date fair value of awards computed pursuant to the Equity Award Program (discussed above under the heading “Equity Award Program for Non-Employee Directors”), as determined in accordance with ASC 718. As of April 2, 2010, we estimated 100% achievement of the performance target, as such the value of the performance-based RSUs granted during the current year assumes the target performance conditions is probable, is equal to the amount included in this column. Assumptions used in the
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.calculation of these awards are discussed in Note 11 to our consolidated financial statements. (2) Gen. Schoomaker serves as a member of the Board of Managers of Global Linguist Solutions LLC, a subsidiary of the Company. His fees for such services during the fiscal year are reflected in column (d). (3) Gen. McCaffrey serves as Chairman of the Board of Managers of Global Linguist Solutions LLC, a subsidiary of the Company. His fees for such services during the fiscal year are reflected in column (d). (4) Messrs. McKeon and Musallam are principals of Veritas Capital Management II, L.P. which owns the controlling interest of DIV Holding, which in turn owns a significant portion of the Company’s outstanding shares of common stock. As Veritas Capital executives, they are not paid by the Company for their services as directors or members of its committees. The Company paid a total of $300,000 in management fees and $219,191 in connection with expense reimbursements to Veritas in the 2010 fiscal year. (5) Mr. Ballhaus, our President and Chief Executive Officer, did not receive any director retainer or fees during fiscal year 2010. (6) All stock granted during the fiscal 2010 were outstanding at fiscal year end. Messrs. Bayer, McCaffrey, Prueher, Ream, Ronald, Smith and Lanese were each granted 1,586 service-based RSUs during fiscal year 2010. Mr. Schoomaker was granted 3,604 service-based RSUs during fiscal year 2010. (7) Richard E. Hawley and William G. Tobin served on the board until July 2009 as they did not stand for reelection in our 2009 Annual Meeting. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information required in this Item 12 is incorporated by reference to
the Company's definitive“Security Ownership of Certain Beneficial Owners and Management” in our Definitive Proxy Statement,to befiled with the SEC on May 17, 2010.On April 11, 2010, the Company entered into the Merger Agreement with affiliates of Cerberus, pursuant to which Merger Sub will be merged with and into the Company, with Company being the surviving corporation and continuing as a wholly-owned subsidiary of Cerberus.
Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of our Common Stock, other than any shares owned by Cerberus, Purchaser or
about June 25, 2007.Merger Sub, or by any stockholders who are entitled to, and who properly exercise appraisal rights under Delaware law, will be cancelled and will be converted automatically into the right to receive $17.55 in cash, without interest. The consummation of the Merger is subject to various customary conditions, including the approval of the Company’s stockholders. This Merger, if consummated, will result in a change in control of the Company. To our knowledge, no shares of our Class A Common Stock are pledged as security.ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Transactions with Related PersonsThe information requiredSince April 2, 2010, we have entered into certain transactions, summarized below, that exceeded $120,000 inthis Item 13amount and in which our related persons—in general, our directors, executive officers and their immediate family members—had or would have a direct or indirect material interest.Robert B. McKeon, a director, is
incorporateda partner in and the President of Veritas Capital Management (“Veritas”), a New York-based private equity investment firm, which controls DIV, our largest stockholder. Ramzi M. Musallam is also a partner in Veritas. Under an agreement between us and Veritas, established at the time the Company was acquired byreferenceaffiliates of Veritas, we pay Veritas Capital an annual management fee of $300,000 plus expenses tothe Company's definitive Proxy Statement to be filedprovide us withthe SEC on or about June 25, 2007.general business management, financial, strategic and consulting services. Reimbursed expenses for fiscal year 2010 totaled $219,191.We own a 51% interest in GLS, a joint venture between us and McNeil Technologies, Inc. (“McNeil”) McNeil is controlled by Veritas, which also has significant influence over us through its stock
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.The information required in this Item 14 is incorporated by reference to the Company's definitive Proxy Statement to be filed with the SEC on or about June 25, 2007.ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.(a)Financial statements:The following consolidated financial statementsownership and
schedulesboard seats. GLS paid dividends in the amount ofDynCorp International Inc. are included in this report:•Report of Independent Registered Public Accounting Firm•Consolidated Statements of Operations – For$26.6 million to McNeil during the fiscal year endedMarch 30, 2007,April 2, 2010. Additionally we paid McNeil $17.2 million for services they provided us throughout the fiscalyear ended March 31, 2006, for the 49 Days ended April 1, 2005 (Successor), and from April 3, 2004 to February 11, 2005 (Immediate Predecessor)year. Barry McCaffrey is currently a director of McNeil.Our Controls for Approving Transactions with Related Persons
Any material transaction involving our directors, nominees for director, executive officers and their immediate family members (“related persons”) and the Company or an affiliate of the Company is reviewed and approved by the Chief Executive Officer, following consultation with the Chairman of the Board, who determines whether the transaction is in the best interests of the Company. In addition, related-person transactions involving directors and nominees are subsequently reviewed by the Nominating Committee in connection with its review of the independence of the directors. The policies and procedures for related-party transactions are not in writing, but the proceedings are documented in the minutes of the Nominating Committee meetings.
Director Independence
The rules of the NYSE provide that a director must not have any material relationship, directly or as a partner, shareholder or officer of an organization that has a relationship with us in order to be an “independent director”. The rules of the NYSE further require that all the members of the Audit Committee must be independent. Since we ceased being a “controlled company” under the NYSE rules due to the secondary offering of shares by DIV Holding in August 2009, by August 11, 2010, all members of our Corporate Governance and Nominating Committee and the Compensation Committee must be independent.
The Board, upon recommendation of the Corporate Governance and Nominating Committee and written submissions by the directors, has determined that the following directors do not have any material relationship with us other than their roles as directors and therefore are “independent” under the NYSE rules.
Michael J. Bayer
Barry R. McCaffrey
Joseph W. Prueher
Charles S. Ream
Mark H. Ronald
Peter J. Schoomaker
Leighton W. Smith, Jr.
A majority of the directors and all the members of the Audit Committee have been determined, by the Board, to be independent directors.
The following table presents the fees billed by Deloitte & Touche LLP, our independent auditors, for fiscal years 2010 and 2009, for audit, audit-related, tax and other services.
Deloitte & Touche LLP
2010 2009 Audit Fees (1)
$ 2,313,207 $ 2,472,940 Audit-Related Fees (2)
$ 152,250 $ 302,610 Tax Fees (3)
$ 7,975 $ 43,619 All Other Fees
$ — $ — (1) Audit fees principally include fees for services related to the annual audit of the consolidated financial statements, reviews of our interim quarterly financial statements and other filings and evaluation of our compliance with Section 404 of the Sarbanes-Oxley Act. (2) Audit-related fees principally include those for services related to employee benefit plans, statutory audits and SEC registration statements. (3) Tax fees include domestic tax advisory services related to state and local taxes and international tax advisory services principally related to international tax return preparation and employment tax matters. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Financial statements: The following consolidated financial statements and schedules of DynCorp International Inc. are included in this report:
Report of Independent Registered Public Accounting Firm:
Consolidated Statements of Income for the fiscal years ended April 2, 2010, April 3, 2009 and March 28, 2008.
Consolidated Balance Sheets as of April 3, 2009 and March 28, 2008.
Consolidated Statements of Cash Flows for the fiscal years ended April 2, 2010, April 3, 2009 and March 28, 2008.
Consolidated Statements of Shareholders’ Equity for the fiscal years ended April 2, 2010, April 3, 2009 and March 28, 2008.
Notes to Consolidated Financial Statements.
(b) Financial Statement Schedules:
Schedule I — Condensed Financial Information of Registrant
Schedule II — Valuation and Qualifying Accounts for the fiscal years ended April 2, 2010, April 3, 2009 and March 28, 2008.
(c) Exhibits: The exhibits, which are filed with this Annual Report or which are incorporated herein by reference, are set forth in the Exhibit Index, which is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DYNCORP INTERNATIONAL INC. Date: June 18, 2007/s/ Herbert J. Lanese/S/ WILLIAM L. BALLHAUS Name: Herbert J. LaneseWilliam L. BallhausTitle: President and Chief Executive Officer Date: June 4, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
belowand on the dates indicated.SignatureTitleDateSignature
Title
Date
/
s/ Herbert. J. LaneseS/ WILLIAM L. BALLHAUSHerbert J. LaneseWilliam L. BallhausPresident and Chief Executive Officer and
Director (principal executive officer)June 18, 20074, 2010
/s/ MichaelS/ MICHAEL J.ThorneTHORNEMichael J. Thorne
Senior Vice President, Chief Financial Officer
and Treasurer (principal financial and
principal accounting officer)
June18, 20074, 2010
/s/ RobertS/ ROBERT B.McKeonMCKEONRobert B. McKeon
Director
June18, 20074, 2010
/s/ MichaelS/ MICHAEL J.BayerBAYERMichael J. Bayer
Director
June18, 20074, 2010
/s/ MarkS/ MARK H.RonaldRONALDMark H. Ronald
Director
June18, 20074, 2010/s/ General Richard E. HawleyGeneral Richard E. HawleyDirectorJune 18, 2007
Herbert J. LaneseDirector
June 4, 2010 /
s/ General BarryS/ GENERAL BARRY R.McCaffreyMCCAFFREYGeneral Barry R. McCaffrey, USA Retired
Director
June18, 2007SignatureTitleDate
4, 2010/
s/ RamziS/ RAMZI M.MusallamMUSALLAMRamzi M. Musallam
Director
June 18, 20074, 2010
/s/ Admiral JosephS/ ADMIRAL JOSEPH W.PrueherPRUEHERAdmiral Joseph W. Prueher, USN Retired
Director
June18, 20074, 2010
/s/ CharlesS/ CHARLES S.ReamREAMCharles S. Ream
Director
June18, 20074, 2010
/s/ Admiral LeightonS/ GENERAL PETER J. SCHOOMAKERGeneral Peter J. Schoomaker, USA Retired
Director
June 4, 2010 /S/ ADMIRAL LEIGHTON W.
Smith Jr.SMITH, JR.Admiral Leighton W. Smith,
Jr., USN Retired
Director
June18, 20074, 2010EXHIBIT INDEX
/s/ William G. TobinWilliam G. TobinDirectorJune 18, 2007/s/ General Anthony C. ZinniGeneral Anthony C. ZinniDirectorJune 18, 2007Exhibit
NumberDescription
1.1 Purchase Agreement, dated as of December 12, 2004, by and among Computer Sciences Corporation, Predecessor DynCorp, Veritas and DI Acquisition (A)(A) 1.2 First Amendment to Purchase Agreement, dated as of February 11, 2005, by and between Computer Sciences Corporation, Predecessor DynCorp, Veritas and DI Acquisition (A)(A) 2.1 Agreement and Plan of Merger, dated as of April 11, 2010, by and among DynCorp International Inc., Delta Tucker Holdings, Inc. and Delta Tucker Sub, Inc. (V ) 3.1 Certificate of Incorporation of DynCorp International Inc. (B)(B) 3.2 Amended and Restated Certificate of Incorporation of DynCorp International Inc. (C)(C) 3.3 Certificate of Correction to the Amended and Restated Certificate of Incorporation of DynCorp International Inc. (C)(C) 3.4 Amended and Restated Bylaws of DynCorp International Inc. (B)(B) 3.5 Certificate of Formation of DIV Holding LLC (A)(A) 3.6 Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC (A)(A) 3.7 Amendment No. 1 to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC (B)(B) 3.8 Amendment No. 2 to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC (D)(D) 3.9 Amendment No. 3 to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC (C)(C) 3.10 Amendment No. 4 to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC (E)(E) 3.11 Amendment No. 5 to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC (F)(F) 3.12 Amendment No. 6 to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC (G)(G) 3.13 Amendment No. 7 to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC (X ) 3.14 Amendment No. 8 to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC (P ) 4.1 Indenture dated February 11, 2005 by and among DynCorp International Inc., DIV Capital Corporation, the Guarantors and The Bank of New York, as Trustee (A)(A) 4.2 Supplemental Indenture dated May 6, 2005 among DynCorp International of Nigeria LLC, DynCorp International LLC, DIV Capital Corporation, the Guarantors and The Bank of New York, as Trustee (A)(A) 4.3 Guarantee (included in Exhibit 4.1) (A)(A) 4.4 Specimen of Common Stock Certificate (D)(D) 4.5 Certificate of Designation for Series B participating preferred stock (included in Exhibit 4.7) (A ) 4.6 Registration Rights Agreement, dated as of May 3, 2006, by and among DynCorp International Inc. and DIV Holding LLC (E)(C) Exhibit
NumberDescription
4.7 Rights Agreement, dated as of May 3, 2006, by and among DynCorp International Inc. and The Bank of New York (E)(C) 4.8 Supplemental Indenture, dated as of July 14, 2008, among DynCorp International LLC, DIV Capital Corporation, the Guarantors named therein and The Bank of New York Mellon (O ) 4.9 DynCorp International Inc. Deferred Compensation Plan (W ) 4.10 Amendment No. 1 to the Rights Agreement, dated as of April 11, 2010, between DynCorp International, Inc. and The Bank of New York (V ) 9.1 Voting Agreement, dated as of April 11, 2010, among Delta Tucker Holdings, Inc., Delta Tucker Sub, Inc., DIV Holding LLC and the other signatories thereto (V ) 10.1 Securities Purchase Agreement, dated as of February 1, 2005 among DynCorp International LLC and DIV Capital Corporation, and Goldman, Sachs & Co. and Bear, Stearns & Co. Inc., as Initial Purchasers (A)(A) 10.2 Credit and Guaranty Agreement, dated as of February 11, 2005, by and among Finance, DI Acquisition and the other Guarantors party thereto, various Lenders party thereto, Goldman Sachs Credit Partners L.P., Bear Stearns Corporate Lending Inc., Bear, Stearns & Co. Inc. and Bank of America, N.A. (A)(A) 10.3 Pledge and Security Agreement, dated as of February 11, 2005, among VCDI, DI Acquisition Corp., DynCorp International LLC, DIV Capital Corporation, DTS Aviation Services LLC, DynCorp Aerospace Operations LLC, DynCorp International Services LLC, Dyn Marine Services LLC, Dyn Marine Services of Virginia LLC, Services International LLC, Worldwide Humanitarian Services LLC, Guarantors and Goldman Sachs Credit Partners L.P., Collateral Agent (A)(A) 10.4 Revolving Loan Note, issued by DynCorp International LLC under the SPA, dated February 1,11, 2005(A)(A) 10.5 Form of Director Indemnification Agreement (B)(B) 10.6 First Amendment and Waiver, dated January 9, 2006, among DynCorp International LLC, DynCorp International Inc., and certain subsidiaries of the Company, the lenders party thereto, Goldman Sachs Credit Partners L.P. and Bank of America, N.A. (H)(H) 10.7+ Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and StephenMichael J.Cannon.Thorne(I)(I) 10.8+ Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and Jay K. Gorman.Natale S. DiGesualdo(I)(I) 10.9+ Employment Agreement effective as of April 12, 2006May 19, 2008 between DynCorp International LLC andMichael J. Thorne.William L. Ballhaus(I)(M) 10.10+ Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and Natale S. DiGesualdo.(I)10.11+Employment Agreement effective as of April 12, 2006 between DynCorp International LLC and R. Y. Morrel.(E)10.12+The DynCorp International LLC Executive Incentive Plan (K)(K) 10.1310.11 Form of Officer Indemnification Agreement (B)(Y) 10.1410.12 Second Amendment and Waiver, dated June 28, 2006, among DynCorp International LLC, DynCorp International Inc., and certain subsidiaries of the Company, the lenders party thereto, Goldman Sachs Credit Partners L.P. and Bank of America, N.A. (C)(C) 10.15+10.13+ Employment Agreement effective as of July 17, 2006 between DynCorp International LLC and Herbert J. Lanese (E)(E) 10.16*+Exhibit
NumberDescription
10.14+ Employment Agreement effective as of April 6, 2006 between DynCorp International LLC and Robert B. Rosenkranz (L ) 10.1710.15 Consulting Agreement effective as of September 1, 2006 between DynCorp International LLC and General Anthony C. Zinni (J)(J) 10.16+ Employment Agreement effective as of October 24, 2006, between DynCorp International LLC and Curtis L. Schehr (N ) 10.17+ Employment Agreement effective as of July 16, 2007 between DynCorp International LLC and Anthony C. Zinni (N ) 10.18+ DynCorp International Inc. 2007 Omnibus Incentive Plan (R ) 10.19 Credit Agreement, dated July 28, 2008 by and among DynCorp International Inc. and DynCorp International LLC, as borrower, the lenders referred to therein, and Wachovia Bank National Association (S ) 10.20 Collateral Agreement dated as of July 28, 2008 by and among DynCorp International Inc. and DynCorp International LLC, as borrower, and certain of their respective subsidiaries as guarantors in favor of Wachovia Bank National Association, as administrative agent (S ) 10.22 Subsidiary Guaranty Agreement dated as of July 28, 2008 by and among certain domestic subsidiaries of DynCorp International Inc, as subsidiary guarantors, in favor of Wachovia Bank National Association, as administrative agent (S ) 10.23 Purchase Agreement, dated July 14, 2008, among DynCorp International LLC, DIV Capital Corporation, the guarantors named therein and Wachovia Capital Markets, LLC and Goldman & Sachs (T ) 10.24+ Employment Agreement effective as of December 29, 2008, between DynCorp International LLC and Tony Smeraglinolo (Q ) 10.25 Amendment to Credit Agreement, dated March 6, 2009 by and among DynCorp International Inc. and DynCorp International LLC, as borrower, the lenders referred to therein, and Wachovia Bank National Association (U ) 10.26+ Employment Agreement effective as of April 6, 2009, between DynCorp International LLC and Steven T. Schorer (Z ) 10.27+ Amendment No.1 to Employment Agreement for Curtis Schehr, effective as of May 21, 2009 (Z ) 10.28 Guarantee, dated as of April 11, 2010, by Cerberus Series Four Holdings, LLC, in favor of DynCorp International Inc. (V ) 10.29+* Amendment No. 1 to the 2007 Omnibus Incentive Plan 12.1* Statement re: computation of ratios.ratios21.1* List of subsidiaries of DynCorp International Inc. 23.1* Consent of Deloitte & Touche LLP 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.200231.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.200232.1* Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.200232.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002* Filed herewith.+* Filed herewith. + Management contracts or compensatory plans or arrangements. (A) — Previously filed as an exhibit to Amendment No. 1 to DynCorp International LLC’s Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005. (B) — Previously filed as an exhibit to Amendment No. 2 to Form S-1 (Reg. No. 333-128637) filed with the SEC on November 30, 2005. (C) — Previously filed as an exhibit to Form 10-K filed with the SEC on June 29, 2006. (D) — Previously filed as an exhibit to Amendment No. 3 to Form S-1 (Reg. No. 333-128637) filed with the SEC on March 27, 2006. (E) — Previously filed as an exhibit to Form 8-K filed with the SEC on July 19, 2006. (F) — Previously filed as an exhibit to Form 8-K filed with the SEC on December 15, 2006. (G) — Previously filed as an exhibit to Form 8-K filed with the SEC on February 27, 2007. (H) — Previously filed as an exhibit to DynCorp International LLC’s Form 8-K filed with the SEC on January 11, 2006. (I) — Previously filed as an exhibit to DynCorp International LLC’s Form 8-K filed with the SEC on April 17, 2006. (J) — Previously filed as an exhibit to Form 8-K filed with the SEC on September 18, 2006. (K) — Previously filed as an exhibit to DynCorp International LLC’s Form 8-K filed with the SEC on April 4, 2006. (L) — Previously filed as an exhibit to Form 10-K filed with the SEC on June 18, 2007. (M) — Previously filed as an exhibit to Form 8-K filed with the SEC on May 13, 2008. (N) — Previously filed as an exhibit to DynCorp International LLC’s Form 10-K filed with the SEC on June 10, 2008. (O) — Previously filed as an exhibit to Form 10-Q filed with the SEC on August 12, 2008. (P) — Previously filed as an exhibit to Form 10-Q filed with the SEC on November 12, 2008. (Q) — Previously filed as an exhibit to Form 10-Q filed with the SEC on February 11, 2009. (R) — Previously filed as an exhibit to Form 10-K filed with the SEC on June 10, 2008. (S) — Previously filed as an exhibit to Form 8-K filed with the SEC on August 1, 2008. (T) — Previously filed as an exhibit to Form 8-K filed with the SEC on July 17, 2008 (U) — Previously filed as an exhibit to Form 8-K filed with the SEC on March 12, 2009. (V) — Previously filed as an exhibit to Form 8-K filed with the SEC on April 12, 2010. (W) — Previously filed as an exhibit to Form S-8 filed with the SEC on December 15, 2009. (X) — Previously filed as an exhibit to Form 8-K filed with the SEC on September 7, 2007. (Y) — Previously filed as an exhibit to Amendment No. 5 to Form S-1 (Reg. No. 333-128637) filed with the SEC on April 27, 2006. (Z) — Previously filed as an exhibit to Form 10-K filed with the SEC on June 11, 2009. (A)—Previously filed as an exhibit to Amendment No. 1 to DynCorp International LLC's Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005.153(B)—Previously filed as an exhibit to Amendment No. 2 to Form S-1 (Reg. No. 333-128637) filed with the SEC on November 30, 2005.(C)—Previously filed as an exhibit to Form 10-K filed with the SEC on June 29, 2006.(D)—Previously filed as an exhibit to Amendment No. 3 to Form S-1 (Reg. No. 333-128637) filed with the SEC on March 27, 2006.(E)—Previously filed as an exhibit to Form 8-K filed with the SEC on July 19, 2006.(F)—Previously filed as an exhibit to Form 8-K filed with the SEC on December 15, 2006.(G)—Previously filed as an exhibit to Form 8-K filed with the SEC on February 27, 2007.(H)—Previously filed as an exhibit to DynCorp International LLC's Form 8-K filed with the SEC on January 11, 2006.(I)—Previously filed as an exhibit to DynCorp International LLC's Form 8-K filed with the SEC on April 17, 2006.(J)—Previously filed as an exhibit to Form 8-K filed with the SEC on September 18, 2006.(K)—Previously filed as an exhibit to DynCorp International LLC's Form 8-K filed with the SEC on April 4, 2006.