Consolidating Financial Statements of Subsidiary Guarantors | 3 Months Ended |
Mar. 27, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidating Financial Statements of Subsidiary Guarantors | 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 Management and Consulting Services LLC, Worldwide Recruiting and Staffing Services LLC, Heliworks LLC, Phoenix Consulting Group LLC and Casals & 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. |
The following condensed consolidating financial statements present (i) unaudited condensed consolidating balance sheets as of March 27, 2015 and December 31, 2014, (ii) unaudited condensed consolidating statements of operations and comprehensive income for the three months ended March 27, 2015 and March 28, 2014, (iii) unaudited condensed consolidating statements of cash flows for the three months ended March 27, 2015 and March 28, 2014 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 27, 2015 |
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| | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands) | Parent | | Subsidiary | | Subsidiary | | Subsidiary | | Eliminations | | Consolidated |
Issuer | Guarantors | Non- |
| | Guarantors |
Revenue | $ | — | | | $ | — | | | $ | 471,525 | | | $ | 57,266 | | | $ | (61,769 | ) | | $ | 467,022 | |
|
Cost of services | — | | | — | | | (429,391 | ) | | (56,520 | ) | | 61,753 | | | (424,158 | ) |
|
Selling, general and administrative expenses | — | | | — | | | (31,231 | ) | | (8 | ) | | 16 | | | (31,223 | ) |
|
Depreciation and amortization expense | — | | | — | | | (6,683 | ) | | (576 | ) | | — | | | (7,259 | ) |
|
Earnings from equity method investees | — | | | — | | | 68 | | | — | | | — | | | 68 | |
|
Operating income | — | | | — | | | 4,288 | | | 162 | | | — | | | 4,450 | |
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Interest expense | — | | | (15,574 | ) | | (481 | ) | | — | | | — | | | (16,055 | ) |
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Interest income | — | | | — | | | 16 | | | 1 | | | — | | | 17 | |
|
Equity in (loss) income of consolidated subsidiaries | (14,834 | ) | | (4,711 | ) | | (502 | ) | | — | | | 20,047 | | | — | |
|
Other income, net | — | | | — | | | 912 | | | 82 | | | — | | | 994 | |
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(Loss) income before income taxes | (14,834 | ) | | (20,285 | ) | | 4,233 | | | 245 | | | 20,047 | | | (10,594 | ) |
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Benefit (provision) for income taxes | — | | | 5,451 | | | (8,943 | ) | | (317 | ) | | — | | | (3,809 | ) |
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Net loss | (14,834 | ) | | (14,834 | ) | | (4,710 | ) | | (72 | ) | | 20,047 | | | (14,403 | ) |
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Noncontrolling interests | — | | | — | | | — | | | (431 | ) | | — | | | (431 | ) |
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Net loss attributable to Delta Tucker Holdings, Inc. | $ | (14,834 | ) | | $ | (14,834 | ) | | $ | (4,710 | ) | | $ | (503 | ) | | $ | 20,047 | | | $ | (14,834 | ) |
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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 | |
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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 Comprehensive Loss Information |
For the Three Months Ended March 27, 2015 |
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| | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands) | Parent | | Subsidiary | | Subsidiary | | Subsidiary | | Eliminations | | Consolidated |
Issuer | Guarantors | Non- |
| | Guarantors |
Net loss | $ | (14,834 | ) | | $ | (14,834 | ) | | $ | (4,710 | ) | | $ | (72 | ) | | $ | 20,047 | | | $ | (14,403 | ) |
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Other comprehensive income: | | | | | | | | | | | |
Currency translation adjustment | (113 | ) | | (113 | ) | | — | | | (113 | ) | | 226 | | | (113 | ) |
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Other comprehensive loss, before tax | (113 | ) | | (113 | ) | | — | | | (113 | ) | | 226 | | | (113 | ) |
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Income tax benefit related to items of other comprehensive loss | 40 | | | 40 | | | — | | | 40 | | | (80 | ) | | 40 | |
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Other comprehensive loss | (73 | ) | | (73 | ) | | — | | | (73 | ) | | 146 | | | (73 | ) |
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Comprehensive loss | (14,907 | ) | | (14,907 | ) | | (4,710 | ) | | (145 | ) | | 20,193 | | | (14,476 | ) |
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Noncontrolling interests | — | | | — | | | — | | | (431 | ) | | — | | | (431 | ) |
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Comprehensive loss attributable to Delta Tucker Holdings, Inc. | $ | (14,907 | ) | | $ | (14,907 | ) | | $ | (4,710 | ) | | $ | (576 | ) | | $ | 20,193 | | | $ | (14,907 | ) |
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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 benefit 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 Balance Sheet Information |
March 27, 2015 |
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| | | | | | | | | | | | | | | | | | | | | | | |
(Amounts in thousands) | Parent | | Subsidiary | | Subsidiary | | Subsidiary | | Eliminations | | Consolidated |
Issuer | Guarantors | Non- |
| | Guarantors |
| ASSETS |
Current assets: | | | | | | | | | | | |
Cash and cash equivalents | $ | — | | | $ | — | | | $ | 48,358 | | | $ | 11,489 | | | $ | — | | | $ | 59,847 | |
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Restricted cash | — | | | — | | | 707 | | | — | | | — | | | 707 | |
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Accounts receivable, net | — | | | — | | | 470,623 | | | 657 | | | (2,791 | ) | | 468,489 | |
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Intercompany receivables | — | | | — | | | 235,129 | | | 11,568 | | | (246,697 | ) | | — | |
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Prepaid expenses and other current assets | — | | | — | | | 118,510 | | | 10,038 | | | (58,049 | ) | | 70,499 | |
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Total current assets | — | | | — | | | 873,327 | | | 33,752 | | | (307,537 | ) | | 599,542 | |
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Long-term restricted cash | — | | | — | | | 952 | | | — | | | — | | | 952 | |
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Property and equipment, net | — | | | — | | | 22,566 | | | 129 | | | — | | | 22,695 | |
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Goodwill | — | | | — | | | 96,489 | | | 32,399 | | | — | | | 128,888 | |
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Tradenames, net | — | | | — | | | 28,731 | | | — | | | — | | | 28,731 | |
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Other intangibles, net | — | | | — | | | 143,293 | | | 553 | | | — | | | 143,846 | |
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Investment in subsidiaries | — | | | 785,100 | | | 54,639 | | | — | | | (839,739 | ) | | — | |
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Other assets, net | — | | | 10,235 | | | 13,424 | | | 500 | | | — | | | 24,159 | |
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Total assets | $ | — | | | $ | 795,335 | | | $ | 1,233,421 | | | $ | 67,333 | | | $ | (1,147,276 | ) | | $ | 948,813 | |
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| LIABILITIES & EQUITY |
Current liabilities: | | | | | | | | | | | |
Accounts payable | $ | — | | | $ | — | | | $ | 142,869 | | | $ | 1,663 | | | $ | (1,182 | ) | | $ | 143,350 | |
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Accrued payroll and employee costs | — | | | — | | | 91,672 | | | 10,352 | | | — | | | 102,024 | |
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Intercompany payables | 44,071 | | | 191,058 | | | 11,568 | | | — | | | (246,697 | ) | | — | |
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Deferred income taxes | — | | | — | | | 25,133 | | | 24 | | | — | | | 25,157 | |
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Other accrued liabilities | 52,499 | | | 14,498 | | | 156,261 | | | 654 | | | (112,021 | ) | | 111,891 | |
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Income taxes payable | — | | | — | | | 2,708 | | | — | | | (128 | ) | | 2,580 | |
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Total current liabilities | 96,570 | | | 205,556 | | | 430,211 | | | 12,693 | | | (360,028 | ) | | 385,002 | |
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Long-term debt | — | | | 642,272 | | | — | | | — | | | — | | | 642,272 | |
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Long-term deferred taxes | 1,008 | | | — | | | 1,756 | | | — | | | — | | | 2,764 | |
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Other long-term liabilities | — | | | — | | | 10,737 | | | — | | | — | | | 10,737 | |
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Noncontrolling interests | — | | | — | | | 5,617 | | | — | | | — | | | 5,617 | |
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(Deficit) equity | (97,578 | ) | | (52,493 | ) | | 785,100 | | | 54,640 | | | (787,248 | ) | | (97,579 | ) |
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Total liabilities and deficit | $ | — | | | $ | 795,335 | | | $ | 1,233,421 | | | $ | 67,333 | | | $ | (1,147,276 | ) | | $ | 948,813 | |
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Delta Tucker Holdings, Inc. and Subsidiaries |
Unaudited Condensed Consolidating Balance Sheet Information |
December 31, 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 | $ | — | | | $ | — | | | $ | 87,300 | | | $ | 6,704 | | | $ | — | | | $ | 94,004 | |
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Restricted cash | — | | | — | | | 707 | | | — | | | — | | | 707 | |
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Accounts receivable, net | — | | | — | | | 452,938 | | | 719 | | | (5,161 | ) | | 448,496 | |
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Intercompany receivables | — | | | — | | | 234,109 | | | 28,231 | | | (262,340 | ) | | — | |
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Prepaid expenses and other current assets | — | | | — | | | 73,456 | | | 1,217 | | | (473 | ) | | 74,200 | |
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Total current assets | — | | | — | | | 848,510 | | | 36,871 | | | (267,974 | ) | | 617,407 | |
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Long-term restricted cash | — | | | — | | | 952 | | | — | | | — | | | 952 | |
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Property and equipment, net | — | | | — | | | 23,615 | | | 171 | | | — | | | 23,786 | |
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Goodwill | — | | | — | | | 96,489 | | | 32,399 | | | — | | | 128,888 | |
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Tradenames, net | — | | | — | | | 28,762 | | | — | | | — | | | 28,762 | |
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Other intangibles, net | — | | | — | | | 148,825 | | | 655 | | | — | | | 149,480 | |
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Investment in subsidiaries | — | | | 805,417 | | | 55,087 | | | — | | | (860,504 | ) | | — | |
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Long-term deferred taxes | — | | | — | | | 5,696 | | | — | | | — | | | 5,696 | |
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Other assets, net | 558 | | | 11,775 | | | 15,183 | | | — | | | — | | | 27,516 | |
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Total assets | $ | 558 | | | $ | 817,192 | | | $ | 1,223,119 | | | $ | 70,096 | | | $ | (1,128,478 | ) | | $ | 982,487 | |
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| LIABILITIES & EQUITY |
Current liabilities: | | | | | | | | | | | |
Accounts payable | $ | — | | | $ | — | | | $ | 146,016 | | | $ | 1,253 | | | $ | (723 | ) | | $ | 146,546 | |
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Accrued payroll and employee costs | — | | | — | | | 84,725 | | | 13,296 | | | (4,314 | ) | | 93,707 | |
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Intercompany payables | 45,643 | | | 188,466 | | | 28,231 | | | — | | | (262,340 | ) | | — | |
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Deferred income taxes | — | | | — | | | 31,453 | | | 24 | | | — | | | 31,477 | |
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Other accrued liabilities | 37,681 | | | 24,135 | | | 105,404 | | | 436 | | | (37,630 | ) | | 130,026 | |
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Income taxes payable | — | | | — | | | 5,072 | | | — | | | (648 | ) | | 4,424 | |
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Total current liabilities | 83,324 | | | 212,601 | | | 400,901 | | | 15,009 | | | (305,655 | ) | | 406,180 | |
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Long-term debt | — | | | 642,272 | | | — | | | — | | | — | | | 642,272 | |
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Other long-term liabilities | — | | | — | | | 11,312 | | | — | | | — | | | 11,312 | |
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Noncontrolling interests | — | | | — | | | 5,489 | | | — | | | — | | | 5,489 | |
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(Deficit) Equity | (82,766 | ) | | (37,681 | ) | | 805,417 | | | 55,087 | | | (822,823 | ) | | (82,766 | ) |
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Total liabilities and deficit | $ | 558 | | | $ | 817,192 | | | $ | 1,223,119 | | | $ | 70,096 | | | $ | (1,128,478 | ) | | $ | 982,487 | |
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Delta Tucker Holdings, Inc. and Subsidiaries |
Unaudited Condensed Consolidating Statement of Cash Flow Information |
For the Three Months Ended March 27, 2015 |
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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 | $ | 1,571 | | | $ | (2,592 | ) | | $ | (20,968 | ) | | $ | (11,473 | ) | | $ | (101 | ) | | $ | (33,563 | ) |
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Cash flows from investing activities: | | | | | | | | | | | |
Purchase of property and equipment, net | — | | | — | | | (173 | ) | | — | | | — | | | (173 | ) |
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Purchase of software | — | | | — | | | (417 | ) | | — | | | — | | | (417 | ) |
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Return of capital from equity method investees | — | | | — | | | 1,822 | | | — | | | — | | | 1,822 | |
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Contributions to equity method investees | — | | | — | | | (500 | ) | | — | | | — | | | (500 | ) |
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Transfer to Parent | — | | | — | | | (1,021 | ) | | 16,662 | | | (15,641 | ) | | — | |
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Net cash used in investing activities | — | | | — | | | (289 | ) | | 16,662 | | | (15,641 | ) | | 732 | |
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Cash flows from financing activities: | | | | | | | | | | | |
Borrowings on long-term debt | — | | | 34,900 | | | — | | | — | | | — | | | 34,900 | |
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Payments on long-term debt | — | | | (34,900 | ) | | — | | | — | | | — | | | (34,900 | ) |
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Payments under other financing arrangements | — | | | — | | | (1,023 | ) | | — | | | — | | | (1,023 | ) |
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Payments of dividends to Parent | — | | | — | | | — | | | (404 | ) | | 101 | | | (303 | ) |
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Transfers from (to) Affiliates | (1,571 | ) | | 2,592 | | | (16,662 | ) | | — | | | 15,641 | | | — | |
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Net cash provided by (used in) financing activities | (1,571 | ) | | 2,592 | | | (17,685 | ) | | (404 | ) | | 15,742 | | | (1,326 | ) |
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Net (decrease) increase in cash and cash equivalents | — | | | — | | | (38,942 | ) | | 4,785 | | | — | | | (34,157 | ) |
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Cash and cash equivalents, beginning of period | — | | | — | | | 87,300 | | | 6,704 | | | — | | | 94,004 | |
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Cash and cash equivalents, end of period | $ | — | | | $ | — | | | $ | 48,358 | | | $ | 11,489 | | | $ | — | | | $ | 59,847 | |
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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 | ) |
|
Purchase of software | — | | | — | | | (184 | ) | | — | | | — | | | (184 | ) |
|
Return of capital from equity method investees | — | | | — | | | 1,086 | | | — | | | — | | | 1,086 | |
|
Contributions to equity method investees | — | | | — | | | — | | | — | | | — | | | — | |
|
Transfer from (to) Parent | — | | | — | | | (17,641 | ) | | 7,145 | | | 10,496 | | | — | |
|
Net cash (used in) provided by investing activities | — | | | — | | | (22,503 | ) | | 7,145 | | | 10,496 | | | (4,862 | ) |
|
Cash flows from financing activities: | | | | | | | | | | | |
Payments on long-term debt | — | | | (15,000 | ) | | — | | | — | | | — | | | (15,000 | ) |
|
Borrowings under other financing arrangements | — | | | — | | | 16,472 | | | — | | | — | | | 16,472 | |
|
Payments under other financing arrangements | — | | | — | | | (15,759 | ) | | — | | | — | | | (15,759 | ) |
|
Payments of dividends to Parent | — | | | — | | | — | | | (918 | ) | | 459 | | | (459 | ) |
|
Transfers (to) from Affiliates | (288 | ) | | 17,929 | | | (7,145 | ) | | — | | | (10,496 | ) | | — | |
|
Net cash (used in) provided by financing activities | (288 | ) | | 2,929 | | | (6,432 | ) | | (918 | ) | | (10,037 | ) | | (14,746 | ) |
|
Net (decrease) increase in cash and cash equivalents | — | | | — | | | (67,978 | ) | | 19,256 | | | — | | | (48,722 | ) |
|
Cash and cash equivalents, beginning of period | — | | | — | | | 144,025 | | | 26,820 | | | — | | | 170,845 | |
|
Cash and cash equivalents, end of period | $ | — | | | $ | — | | | $ | 76,047 | | | $ | 46,076 | | | $ | — | | | $ | 122,123 | |
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