Consolidating Financial Statements of Subsidiary Guarantors | 3 Months Ended |
Mar. 28, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Consolidating Financial Statements of Subsidiary Guarantors | ' |
Note 13 — Consolidating Financial Statements of Subsidiary Guarantors |
The Senior Unsecured Notes issued by DynCorp International Inc. ("Subsidiary Issuer") and the Senior Credit Facility are fully and unconditionally guaranteed, jointly and severally, by the Company ("Parent") and all of the domestic subsidiaries of Subsidiary Issuer: DynCorp International LLC, DTS Aviation Services LLC, DynCorp Aerospace Operations LLC, DynCorp International Services LLC, DIV Capital Corporation, Dyn Marine Services of Virginia LLC, Services International LLC, Worldwide Humanitarian Services LLC, Worldwide Recruiting and Staffing Services LLC, Heliworks, LLC, Phoenix Consulting Group LLC and Casals and Associates Inc.("Subsidiary Guarantors"). Each of the Subsidiary Issuers and the Subsidiary Guarantors is 100% owned by the Company. Under the indenture governing the Senior Unsecured Notes, a guarantee of a Subsidiary Guarantor will terminate upon the following customary circumstances: (i) the sale of the capital stock of such Subsidiary Guarantor if such sale complies with the indenture; (ii) the designation of such Subsidiary Guarantor as an unrestricted subsidiary; (iii) if such Subsidiary Guarantor no longer guarantees certain other indebtedness of the Subsidiary Issuer or (iv) the defeasance or discharge of the indenture. |
Subsequent to the issuance of the Company’s consolidated financial statements on Form 10-K for the period ended December 31, 2013, management determined that within the condensed consolidating statement of cash flows for the three months ended March 29, 2013, the intercompany transfers of the Subsidiary Guarantors in the amount of $38.9 million, previously presented as financing activities, should be classified as investing activities. The classification of these intercompany transfers has been corrected in the condensed consolidating statement of cash flows for the three months ended March 29, 2013 to be presented within investing activities. This correction has no impact on the consolidated statement of cash flows for the three months ended March 29, 2013. |
The following condensed consolidating financial statements present (i) unaudited condensed consolidating balance sheets as of March 28, 2014 and December 31, 2013, (ii) unaudited condensed consolidating statements of operations and comprehensive income for the three and three months ended March 28, 2014 and March 29, 2013, (iii) unaudited condensed consolidating statements of cash flows for the three months ended March 28, 2014 and March 29, 2013 and (iii) elimination entries necessary to consolidate Parent and its subsidiaries. |
The Parent company, the Subsidiary Issuer, the combined Subsidiary Guarantors and the combined subsidiary non-guarantors account for their investments in subsidiaries using the equity method of accounting; therefore, the Parent column reflects the equity income of the subsidiary and its subsidiary guarantors, and subsidiary non-guarantors. Additionally, the Subsidiary Guarantors’ column reflects the equity income of its subsidiary non-guarantors. |
DynCorp International Inc. is considered the Subsidiary Issuer as it issued the Senior Unsecured Notes. |
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Delta Tucker Holdings, Inc. and Subsidiaries |
Unaudited Condensed Consolidating Statement of Operations Information |
For the Three Months Ended March 28, 2014 |
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| | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands) | Parent | | Subsidiary | | Subsidiary | | Subsidiary | | Eliminations | | Consolidated |
Issuer | Guarantors | Non- |
| | Guarantors |
Revenue | $ | — | | | $ | — | | | $ | 615,625 | | | $ | 86,825 | | | $ | (89,691 | ) | | $ | 612,759 | |
|
Cost of services | — | | | — | | | (564,529 | ) | | (85,700 | ) | | 89,739 | | | (560,490 | ) |
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Selling, general and administrative expenses | — | | | — | | | (33,366 | ) | | (61 | ) | | (48 | ) | | (33,475 | ) |
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Depreciation and amortization expense | — | | | — | | | (11,357 | ) | | (146 | ) | | — | | | (11,503 | ) |
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Earnings from equity method investees | — | | | — | | | 158 | | | 9,589 | | | — | | | 9,747 | |
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Operating income | — | | | — | | | 6,531 | | | 10,507 | | | — | | | 17,038 | |
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Interest expense | — | | | (17,501 | ) | | (516 | ) | | — | | | — | | | (18,017 | ) |
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Loss on early extinguishment of debt | — | | | (172 | ) | | — | | | — | | | — | | | (172 | ) |
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Interest income | — | | | — | | | 45 | | | 7 | | | — | | | 52 | |
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Equity in (loss) income of consolidated subsidiaries | (766 | ) | | 9,458 | | | 9,807 | | | — | | | (18,499 | ) | | — | |
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Other income (loss), net | — | | | — | | | 895 | | | (6 | ) | | — | | | 889 | |
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(Loss) income before income taxes | (766 | ) | | (8,215 | ) | | 16,762 | | | 10,508 | | | (18,499 | ) | | (210 | ) |
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Benefit (provision) for income taxes | — | | | 7,449 | | | (7,304 | ) | | (56 | ) | | — | | | 89 | |
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Net (loss) income | (766 | ) | | (766 | ) | | 9,458 | | | 10,452 | | | (18,499 | ) | | (121 | ) |
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Noncontrolling interests | — | | | — | | | — | | | (645 | ) | | — | | | (645 | ) |
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Net (loss) income attributable to Delta Tucker Holdings, Inc. | $ | (766 | ) | | $ | (766 | ) | | $ | 9,458 | | | $ | 9,807 | | | $ | (18,499 | ) | | $ | (766 | ) |
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Delta Tucker Holdings, Inc. and Subsidiaries |
Unaudited Condensed Consolidating Statement of Operations Information |
For the Three Months Ended March 29, 2013 |
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| | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands) | Parent | | Subsidiary | | Subsidiary | | Subsidiary | | Eliminations | | Consolidated |
Issuer | Guarantors | Non- |
| | Guarantors |
Revenue | $ | — | | | $ | — | | | $ | 935,734 | | | $ | 122,233 | | | $ | (125,859 | ) | | $ | 932,108 | |
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Cost of services | — | | | — | | | (851,002 | ) | | (119,917 | ) | | 125,794 | | | (845,125 | ) |
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Selling, general and administrative expenses | — | | | — | | | (35,398 | ) | | (211 | ) | | 65 | | | (35,544 | ) |
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Depreciation and amortization expense | — | | | — | | | (11,702 | ) | | (146 | ) | | — | | | (11,848 | ) |
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Earnings from equity method investees | — | | | — | | | 2,446 | | | — | | | — | | | 2,446 | |
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Operating income | — | | | — | | | 40,078 | | | 1,959 | | | — | | | 42,037 | |
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Interest expense | — | | | (18,128 | ) | | (1,035 | ) | | — | | | — | | | (19,163 | ) |
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Interest income | — | | | — | | | 12 | | | 6 | | | — | | | 18 | |
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Equity in income (loss) of consolidated subsidiaries | 15,003 | | | 26,751 | | | 875 | | | — | | | (42,629 | ) | | — | |
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Other income, net | — | | | — | | | 2,022 | | | 76 | | | — | | | 2,098 | |
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Income (loss) before income taxes | 15,003 | | | 8,623 | | | 41,952 | | | 2,041 | | | (42,629 | ) | | 24,990 | |
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Benefit (provision) for income taxes | — | | | 6,380 | | | (15,201 | ) | | 26 | | | — | | | (8,795 | ) |
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Net income (loss) | 15,003 | | | 15,003 | | | 26,751 | | | 2,067 | | | (42,629 | ) | | 16,195 | |
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Noncontrolling interests | — | | | — | | | — | | | (1,192 | ) | | — | | | (1,192 | ) |
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Net income (loss) attributable to Delta Tucker Holdings, Inc. | $ | 15,003 | | | $ | 15,003 | | | $ | 26,751 | | | $ | 875 | | | $ | (42,629 | ) | | $ | 15,003 | |
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Delta Tucker Holdings, Inc. and Subsidiaries |
Unaudited Condensed Consolidating Statement of Comprehensive (Loss) Income Information |
For the Three Months Ended March 28, 2014 |
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| | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands) | Parent | | Subsidiary | | Subsidiary | | Subsidiary | | Eliminations | | Consolidated |
Issuer | Guarantors | Non- |
| | Guarantors |
Net (loss) income | $ | (766 | ) | | $ | (766 | ) | | $ | 9,458 | | | $ | 10,452 | | | $ | (18,499 | ) | | $ | (121 | ) |
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Other comprehensive income: | | | | | | | | | | | |
Currency translation adjustment | (34 | ) | | (34 | ) | | — | | | (34 | ) | | 68 | | | (34 | ) |
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Other comprehensive (loss) income, before tax | (34 | ) | | (34 | ) | | — | | | (34 | ) | | 68 | | | (34 | ) |
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Income tax expense related to items of other comprehensive income | 94 | | | 94 | | | — | | | 94 | | | (188 | ) | | 94 | |
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Other comprehensive income (loss) | 60 | | | 60 | | | — | | | 60 | | | (120 | ) | | 60 | |
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Comprehensive (loss) income | (706 | ) | | (706 | ) | | 9,458 | | | 10,512 | | | (18,619 | ) | | (61 | ) |
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Noncontrolling interests | — | | | — | | | — | | | (645 | ) | | — | | | (645 | ) |
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Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc. | $ | (706 | ) | | $ | (706 | ) | | $ | 9,458 | | | $ | 9,867 | | | $ | (18,619 | ) | | $ | (706 | ) |
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Delta Tucker Holdings, Inc. and Subsidiaries |
Unaudited Condensed Consolidating Statement of Comprehensive (Loss) Income Information |
For the Three Months Ended March 29, 2013 |
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| | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands) | Parent | | Subsidiary | | Subsidiary | | Subsidiary | | Eliminations | | Consolidated |
Issuer | Guarantors | Non- |
| | Guarantors |
Net income (loss) | $ | 15,003 | | | $ | 15,003 | | | $ | 26,751 | | | $ | 2,067 | | | $ | (42,629 | ) | | $ | 16,195 | |
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Other comprehensive income: | | | | | | | | | | | |
Currency translation adjustment | (411 | ) | | (411 | ) | | (279 | ) | | (132 | ) | | 822 | | | (411 | ) |
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Other comprehensive (loss) income, before tax | (411 | ) | | (411 | ) | | (279 | ) | | (132 | ) | | 822 | | | (411 | ) |
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Income tax expense related to items of other comprehensive income | 148 | | | 148 | | | 100 | | | 48 | | | (296 | ) | | 148 | |
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Other comprehensive (loss) income | (263 | ) | | (263 | ) | | (179 | ) | | (84 | ) | | 526 | | | (263 | ) |
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Comprehensive income (loss) | 14,740 | | | 14,740 | | | 26,572 | | | 1,983 | | | (42,103 | ) | | 15,932 | |
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Noncontrolling interests | — | | | — | | | — | | | (1,192 | ) | | — | | | (1,192 | ) |
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Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | $ | 14,740 | | | $ | 14,740 | | | $ | 26,572 | | | $ | 791 | | | $ | (42,103 | ) | | $ | 14,740 | |
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Delta Tucker Holdings, Inc. and Subsidiaries |
Unaudited Condensed Consolidating Balance Sheet Information |
March 28, 2014 |
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(Amounts in thousands) | Parent | | Subsidiary | | Subsidiary | | Subsidiary | | Eliminations | | Consolidated |
Issuer | Guarantors | Non- |
| | Guarantors |
| ASSETS |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | $ | — | | | $ | — | | | $ | 76,047 | | | $ | 46,076 | | | $ | — | | | $ | 122,123 | |
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Restricted cash | — | | | — | | | 1,659 | | | — | | | — | | | 1,659 | |
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Accounts receivable, net | — | | | — | | | 590,806 | | | 1,645 | | | (15,576 | ) | | 576,875 | |
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Intercompany receivables | — | | | — | | | 191,629 | | | 711 | | | (192,340 | ) | | — | |
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Prepaid expenses and other current assets | — | | | — | | | 121,887 | | | 522 | | | 169 | | | 122,578 | |
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Total current assets | — | | | — | | | 982,028 | | | 48,954 | | | (207,747 | ) | | 823,235 | |
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Property and equipment, net | — | | | — | | | 24,530 | | | 280 | | | — | | | 24,810 | |
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Goodwill | — | | | — | | | 261,368 | | | 32,399 | | | — | | | 293,767 | |
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Tradenames, net | — | | | — | | | 43,421 | | | — | | | — | | | 43,421 | |
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Other intangibles, net | — | | | — | | | 214,705 | | | 984 | | | — | | | 215,689 | |
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Investment in subsidiaries | 229,703 | | | 1,089,221 | | | 55,205 | | | — | | | (1,374,129 | ) | | — | |
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Other assets, net | 602 | | | 15,871 | | | 19,631 | | | — | | | — | | | 36,104 | |
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Total assets | $ | 230,305 | | | $ | 1,105,092 | | | $ | 1,600,888 | | | $ | 82,617 | | | $ | (1,581,876 | ) | | $ | 1,437,026 | |
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| LIABILITIES & EQUITY |
Current liabilities: | | | | | | | | | | | |
Accounts payable | — | | | — | | | 183,674 | | | 1,226 | | | (936 | ) | | 183,964 | |
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Accrued payroll and employee costs | — | | | — | | | 110,256 | | | 25,802 | | | (16,437 | ) | | 119,621 | |
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Intercompany payables | 45,687 | | | 145,941 | | | 712 | | | — | | | (192,340 | ) | | — | |
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Deferred income taxes | — | | | — | | | 22,932 | | | 5 | | | — | | | 22,937 | |
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Other accrued liabilities | — | | | 12,176 | | | 147,203 | | | 362 | | | 1,966 | | | 161,707 | |
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Income taxes payable | — | | | — | | | 10,126 | | | 17 | | | — | | | 10,143 | |
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Total current liabilities | 45,687 | | | 158,117 | | | 474,903 | | | 27,412 | | | (207,747 | ) | | 498,372 | |
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Long-term debt, less current portion | — | | | 717,272 | | | — | | | — | | | — | | | 717,272 | |
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Long-term deferred taxes | — | | | — | | | 23,394 | | | — | | | — | | | 23,394 | |
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Other long-term liabilities | — | | | — | | | 7,540 | | | — | | | — | | | 7,540 | |
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Noncontrolling interests | — | | | — | | | 5,830 | | | — | | | — | | | 5,830 | |
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Equity | 184,618 | | | 229,703 | | | 1,089,221 | | | 55,205 | | | (1,374,129 | ) | | 184,618 | |
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Total liabilities and equity | $ | 230,305 | | | $ | 1,105,092 | | | $ | 1,600,888 | | | $ | 82,617 | | | $ | (1,581,876 | ) | | $ | 1,437,026 | |
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Delta Tucker Holdings, Inc. and Subsidiaries |
Unaudited Condensed Consolidating Balance Sheet Information |
December 31, 2013 |
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| | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands) | Parent | | Subsidiary | | Subsidiary | | Subsidiary | | Eliminations | | Consolidated |
Issuer | Guarantors | Non- |
| | Guarantors |
| ASSETS |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | $ | — | | | $ | — | | | $ | 144,025 | | | $ | 26,820 | | | $ | — | | | $ | 170,845 | |
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Restricted cash | — | | | — | | | 1,659 | | | — | | | — | | | 1,659 | |
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Accounts receivable, net | — | | | — | | | 596,901 | | | 1,990 | | | (21,755 | ) | | 577,136 | |
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Intercompany receivables | — | | | — | | | 173,987 | | | 7,857 | | | (181,844 | ) | | — | |
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Prepaid expenses and other current assets | — | | | — | | | 123,761 | | | 456 | | | 293 | | | 124,510 | |
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Total current assets | — | | | — | | | 1,040,333 | | | 37,123 | | | (203,306 | ) | | 874,150 | |
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Property and equipment, net | — | | | — | | | 23,797 | | | 323 | | | — | | | 24,120 | |
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Goodwill | — | | | — | | | 261,367 | | | 32,400 | | | — | | | 293,767 | |
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Tradenames, net | — | | | — | | | 43,464 | | | — | | | — | | | 43,464 | |
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Other intangibles, net | — | | | — | | | 224,152 | | | 1,087 | | | — | | | 225,239 | |
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Investment in subsidiaries | 228,870 | | | 1,095,853 | | | 45,383 | | | — | | | (1,370,106 | ) | | — | |
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Other assets, net | 891 | | | 17,525 | | | 20,765 | | | — | | | — | | | 39,181 | |
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Total assets | $ | 229,761 | | | $ | 1,113,378 | | | $ | 1,659,261 | | | $ | 70,933 | | | $ | (1,573,412 | ) | | $ | 1,499,921 | |
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| LIABILITIES & EQUITY |
Current liabilities: | | | | | | | | | | | |
Accounts payable | — | | | — | | | 192,456 | | | 2,243 | | | (1,553 | ) | | 193,146 | |
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Accrued payroll and employee costs | — | | | — | | | 111,547 | | | 22,770 | | | (19,983 | ) | | 114,334 | |
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Intercompany payables | 45,976 | | | 128,011 | | | 7,857 | | | — | | | (181,844 | ) | | — | |
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Deferred income taxes | — | | | — | | | 30,960 | | | 5 | | | — | | | 30,965 | |
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Other accrued liabilities | — | | | 24,225 | | | 175,796 | | | 438 | | | 74 | | | 200,533 | |
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Income taxes payable | — | | | — | | | 13,926 | | | 94 | | | — | | | 14,020 | |
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Total current liabilities | 45,976 | | | 152,236 | | | 532,542 | | | 25,550 | | | (203,306 | ) | | 552,998 | |
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Long-term debt, less current portion | — | | | 732,272 | | | — | | | — | | | — | | | 732,272 | |
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Long-term deferred taxes | — | | | — | | | 17,359 | | | — | | | — | | | 17,359 | |
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Other long-term liabilities | — | | | — | | | 7,632 | | | — | | | — | | | 7,632 | |
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Noncontrolling interests | — | | | — | | | 5,875 | | | — | | | — | | | 5,875 | |
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Equity | 183,785 | | | 228,870 | | | 1,095,853 | | | 45,383 | | | (1,370,106 | ) | | 183,785 | |
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Total liabilities and equity | $ | 229,761 | | | $ | 1,113,378 | | | $ | 1,659,261 | | | $ | 70,933 | | | $ | (1,573,412 | ) | | $ | 1,499,921 | |
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Delta Tucker Holdings, Inc. and Subsidiaries |
Unaudited Condensed Consolidating Statement of Cash Flow Information |
For the Three Months Ended March 28, 2014 |
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(Amounts in thousands) | Parent | | Subsidiary | | Subsidiary | | Subsidiary | | Eliminations | | Consolidated |
Issuer | Guarantors | Non- |
| | Guarantors |
Net cash provided by (used in) operating activities | $ | 288 | | | $ | (2,929 | ) | | $ | (39,043 | ) | | $ | 13,029 | | | $ | (459 | ) | | $ | (29,114 | ) |
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Cash flows from investing activities: | | | | | | | | | | | |
Purchase of property and equipment, net | — | | | — | | | (5,764 | ) | | — | | | — | | | (5,764 | ) |
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Purchase of software | — | | | — | | | (184 | ) | | — | | | — | | | (184 | ) |
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Return of capital from equity method investees | — | | | — | | | 1,086 | | | — | | | — | | | 1,086 | |
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Contributions to equity method investees | — | | | — | | | — | | | — | | | — | | | — | |
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Transfer from (to) Parent | — | | | — | | | (17,641 | ) | | 7,145 | | | 10,496 | | | — | |
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Net cash (used in) provided by investing activities | — | | | — | | | (22,503 | ) | | 7,145 | | | 10,496 | | | (4,862 | ) |
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Cash flows from financing activities: | | | | | | | | | | | |
Payments on long-term debt | — | | | (15,000 | ) | | — | | | — | | | — | | | (15,000 | ) |
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Borrowings related to financed insurance | — | | | — | | | 16,472 | | | — | | | — | | | 16,472 | |
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Payments related to financed insurance | — | | | — | | | (15,759 | ) | | — | | | — | | | (15,759 | ) |
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Payments of dividends to Parent | — | | | — | | | — | | | (918 | ) | | 459 | | | (459 | ) |
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Transfers (to) from Affiliates | (288 | ) | | 17,929 | | | (7,145 | ) | | — | | | (10,496 | ) | | — | |
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Net cash (used in) provided by financing activities | (288 | ) | | 2,929 | | | (6,432 | ) | | (918 | ) | | (10,037 | ) | | (14,746 | ) |
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Net (decrease) increase in cash and cash equivalents | — | | | — | | | (67,978 | ) | | 19,256 | | | — | | | (48,722 | ) |
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Cash and cash equivalents, beginning of period | — | | | — | | | 144,025 | | | 26,820 | | | — | | | 170,845 | |
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Cash and cash equivalents, end of period | $ | — | | | $ | — | | | $ | 76,047 | | | $ | 46,076 | | | $ | — | | | $ | 122,123 | |
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Delta Tucker Holdings, Inc. and Subsidiaries |
Unaudited Condensed Consolidating Statement of Cash Flow Information |
For The Three Months Ended March 29, 2013 |
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(Amounts in thousands) | Parent | | Subsidiary | | Subsidiary | | Subsidiary | | Eliminations | | Consolidated |
Issuer | Guarantors | Non- |
| | Guarantors |
Net cash (used in) provided by operating activities | $ | (114 | ) | | $ | (4,277 | ) | | $ | (79,176 | ) | | $ | 11,264 | | | $ | (1,188 | ) | | $ | (73,491 | ) |
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Cash flows from investing activities: | | | | | | | | | | | |
Purchase of property and equipment, net | — | | | — | | | (514 | ) | | — | | | — | | | (514 | ) |
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Purchase of software | — | | | — | | | (1,119 | ) | | — | | | — | | | (1,119 | ) |
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Transfer from Parent | — | | | — | | | 38,894 | | | — | | | (38,894 | ) | | — | |
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Net cash provided by (used in) investing activities | — | | | — | | | 37,261 | | | — | | | (38,894 | ) | | (1,633 | ) |
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Cash flows from financing activities: | | | | | | | | | | | |
Borrowings on long-term debt | — | | | 149,800 | | | — | | | — | | | — | | | 149,800 | |
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Payments on long-term debt | — | | | (109,237 | ) | | — | | | — | | | — | | | (109,237 | ) |
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Payments related to financed insurance | — | | | — | | | (15,398 | ) | | — | | | — | | | (15,398 | ) |
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Payments of dividends to Parent | — | | | — | | | — | | | (2,375 | ) | | 1,188 | | | (1,187 | ) |
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Transfers from (to) Affiliates | 114 | | | (36,286 | ) | | — | | | (2,722 | ) | | 38,894 | | | — | |
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Net cash provided by (used in) financing activities | 114 | | | 4,277 | | | (15,398 | ) | | (5,097 | ) | | 40,082 | | | 23,978 | |
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Net (decrease) increase in cash and cash equivalents | — | | | — | | | (57,313 | ) | | 6,167 | | | — | | | (51,146 | ) |
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Cash and cash equivalents, beginning of period | — | | | — | | | 74,907 | | | 43,868 | | | — | | | 118,775 | |
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Cash and cash equivalents, end of period | $ | — | | | $ | — | | | $ | 17,594 | | | $ | 50,035 | | | $ | — | | | $ | 67,629 | |
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