Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 14, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Delta Tucker Holdings, Inc. | |
Entity Central Index Key | 1,514,226 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding (in shares) | 100 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 24, 2016 | Jun. 30, 2017 | Jun. 24, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 474,288 | $ 450,967 | $ 934,159 | $ 870,957 |
Cost of services | (409,652) | (410,361) | (809,128) | (782,859) |
Selling, general and administrative expenses | (27,168) | (36,959) | (58,886) | (71,048) |
Depreciation and amortization expense | (8,589) | (8,911) | (17,144) | (17,203) |
Earnings from equity method investees | 10 | 335 | 52 | 702 |
Operating income (loss) | 28,889 | (4,929) | 49,053 | 549 |
Interest expense | (17,764) | (17,460) | (36,479) | (33,427) |
Loss on early extinguishment of debt | (24) | (328) | (24) | (328) |
Interest income | 19 | 22 | 24 | 82 |
Other income, net | 144 | 4,611 | 1,517 | 4,963 |
Income (loss) before income taxes | 11,264 | (18,084) | 14,091 | (28,161) |
Provision for income taxes | (5,300) | (6,729) | (8,339) | (11,224) |
Net income (loss) | 5,964 | (24,813) | 5,752 | (39,385) |
Noncontrolling interests | (288) | (308) | (563) | (496) |
Net income (loss) attributable to Delta Tucker Holdings, Inc. | $ 5,676 | $ (25,121) | $ 5,189 | $ (39,881) |
Unaudited Condensed Consolidat3
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 24, 2016 | Jun. 30, 2017 | Jun. 24, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 5,964 | $ (24,813) | $ 5,752 | $ (39,385) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustment | 4 | (1) | 16 | 2 |
Other comprehensive income (loss), before tax | 4 | (1) | 16 | 2 |
Income tax expense related to items of other comprehensive income | (2) | 0 | (6) | (1) |
Other comprehensive income (loss) | 2 | (1) | 10 | 1 |
Comprehensive income (loss) | 5,966 | (24,814) | 5,762 | (39,384) |
Comprehensive loss attributable to noncontrolling interests | (288) | (308) | (563) | (496) |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | $ 5,678 | $ (25,122) | $ 5,199 | $ (39,880) |
Unaudited Condensed Consolidat4
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 98,910 | $ 118,218 |
Restricted cash | 0 | 7,664 |
Accounts receivable, net of allowances of $16,149 and $17,189 respectively | 322,920 | 300,255 |
Prepaid expenses and other current assets | 53,771 | 65,694 |
Total current assets | 475,601 | 491,831 |
Property and equipment, net | 16,941 | 16,636 |
Goodwill | 42,093 | 42,093 |
Tradenames, net | 28,536 | 28,536 |
Other intangibles, net | 68,345 | 84,069 |
Other assets, net | 14,007 | 13,372 |
Total assets | 645,523 | 676,537 |
Current liabilities: | ||
Current portion of long-term debt | 20,950 | 62,843 |
Accounts payable | 73,554 | 69,742 |
Accrued payroll and employee costs | 81,398 | 95,580 |
Accrued liabilities | 93,043 | 104,078 |
Income taxes payable | 12,488 | 9,303 |
Total current liabilities | 281,433 | 341,546 |
Long-term debt | 553,377 | 569,613 |
Long-term deferred taxes | 15,061 | 14,825 |
Other long-term liabilities | 11,560 | 12,490 |
Total liabilities | 861,431 | 938,474 |
DEFICIT | ||
Common stock, $0.01 par value – 1,000 shares authorized and 100 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 0 | 0 |
Additional paid-in capital | 595,974 | 555,163 |
Accumulated deficit | (816,856) | (822,045) |
Accumulated other comprehensive loss | (500) | (510) |
Total deficit attributable to Delta Tucker Holdings, Inc. | (221,382) | (267,392) |
Noncontrolling interests | 5,474 | 5,455 |
Total deficit | (215,908) | (261,937) |
Total liabilities and deficit | $ 645,523 | $ 676,537 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 16,149 | $ 17,189 |
Common stock, par value (in dollars per share) | $ 0.01000 | $ 0.01000 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 24, 2016 | ||
Cash flows from operating activities | |||
Net income (loss) | $ 5,752 | $ (39,385) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | [1] | 17,925 | 17,677 |
Loss on early extinguishment of debt | 24 | 328 | |
Amortization of deferred loan costs and original issue discount | 2,695 | 3,123 | |
Earnings from equity method investees | (52) | (684) | |
Distributions from equity method investees | 222 | 0 | |
Deferred income taxes | 236 | 2,993 | |
Other | (21) | 1,725 | |
Changes in assets and liabilities: | |||
Accounts receivable | (22,602) | 56,522 | |
Prepaid expenses and other current assets | 12,036 | 4,204 | |
Accounts payable and accrued liabilities | (18,915) | (24,852) | |
Income taxes payable | 2,967 | 5,972 | |
Net cash provided by operating activities | 267 | 27,623 | |
Cash flows from investing activities | |||
Purchase of property and equipment | (2,674) | (1,882) | |
Proceeds from sale of property and equipment | 536 | 799 | |
Purchase of software | (400) | (1,417) | |
Cash restricted from Cerberus 3L Notes | 7,057 | (20,242) | |
Return of capital from equity method investees | 1,769 | 1,104 | |
Contributions to equity method investees | (2,050) | (4,056) | |
Net cash provided by (used in) investing activities | 4,238 | (25,694) | |
Cash flows from financing activities | |||
Payment to bondholders of senior unsecured notes | (39,319) | (45,000) | |
Payment of deferred financing costs | 0 | (4,878) | |
Equity contribution from affiliates of Cerberus | 40,799 | 350 | |
Payment of dividends to noncontrolling interests | (179) | (529) | |
Net cash used in financing activities | (23,813) | (14,447) | |
Net decrease in cash and cash equivalents | (19,308) | (12,518) | |
Cash and cash equivalents, beginning of period | 118,218 | 108,782 | |
Cash and cash equivalents, end of period | 98,910 | 96,264 | |
Income taxes paid, net of receipts | 5,227 | 2,323 | |
Interest paid | 31,961 | 30,726 | |
Revolving Credit Facility | |||
Cash flows from financing activities | |||
Borrowings on credit facility | 0 | 18,000 | |
Payments on credit facility | 0 | (18,000) | |
Senior Credit Facility | |||
Cash flows from financing activities | |||
Borrowings on credit facility | 0 | 192,882 | |
Payments on credit facility | (25,114) | (187,272) | |
Cerberus 3L notes | |||
Cash flows from financing activities | |||
Borrowings on credit facility | $ 0 | $ 30,000 | |
[1] | Includes amounts included in Cost of services of $0.4 million and $0.8 million and for the three and six months ended June 30, 2017, respectively, and $0.3 million and $0.5 million for the three and six months ended June 24, 2016, respectively. |
Unaudited Condensed Consolidat7
Unaudited Condensed Consolidated Statements of Deficit - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 24, 2016 | Jun. 30, 2017 | Jun. 24, 2016 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance | $ (261,937) | $ (208,170) | ||
Balance, Shares | 100 | |||
Share based compensation, net | $ 29 | 22 | ||
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | $ 5,966 | $ (24,814) | 5,762 | (39,384) |
Capital contribution | 40,799 | 350 | ||
DIFZ financing, net of tax | (17) | |||
Dividends declared to noncontrolling interests | (544) | (793) | ||
Balance | $ (215,908) | (247,975) | $ (215,908) | (247,975) |
Balance, Shares | 100 | 100 | ||
Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance | $ 0 | $ 0 | ||
Balance, Shares | 0 | 0 | ||
Balance | $ 0 | $ 0 | $ 0 | $ 0 |
Balance, Shares | 0 | 0 | 0 | 0 |
Additional Paid-in Capital | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance | $ 555,163 | $ 554,379 | ||
Share based compensation, net | 29 | 22 | ||
Capital contribution | 40,799 | 350 | ||
DIFZ financing, net of tax | (17) | |||
Balance | $ 595,974 | $ 554,751 | 595,974 | 554,751 |
Accumulated Deficit | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance | (822,045) | (767,981) | ||
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | 5,189 | (39,881) | ||
DIFZ financing, net of tax | 0 | |||
Balance | (816,856) | (807,862) | (816,856) | (807,862) |
Accumulated Other Comprehensive Loss | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance | (510) | (360) | ||
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | 10 | 1 | ||
Balance | (500) | (359) | (500) | (359) |
Total Deficit Attributable to Delta Tucker Holdings, Inc. | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance | (267,392) | (213,962) | ||
Share based compensation, net | 29 | 22 | ||
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | 5,199 | (39,880) | ||
Capital contribution | 40,799 | 350 | ||
DIFZ financing, net of tax | (17) | |||
Balance | (221,382) | (253,470) | (221,382) | (253,470) |
Noncontrolling Interest | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance | 5,455 | 5,792 | ||
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | 563 | 496 | ||
DIFZ financing, net of tax | 0 | |||
Dividends declared to noncontrolling interests | (544) | (793) | ||
Balance | $ 5,474 | $ 5,495 | $ 5,474 | $ 5,495 |
Basis of Presentation and Accou
Basis of Presentation and Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Accounting Policies | Basis of Presentation and Accounting Policies Basis of Presentation Delta Tucker Holdings, Inc. ("Holdings"), the parent of DynCorp International Inc. ("DynCorp International"), through its subsidiaries (together, "the Company"), provides defense and technical services and government outsourced solutions primarily to U.S. government agencies domestically and internationally. The Company was incorporated in the state of Delaware on April 1, 2010. Our customers include the DoD, the U.S. Department of State ("DoS"), the U.S. Agency for International Development ("USAID"), foreign governments, commercial customers and certain other U.S. federal, state and local government departments and agencies. Unless the context otherwise indicates, references herein to "we," "our," "us," or "the Company" refer to Delta Tucker Holdings, Inc. and our consolidated subsidiaries. The unaudited condensed consolidated financial statements include the accounts of the Company and our domestic and foreign subsidiaries. These unaudited condensed consolidated financial statements have been prepared pursuant to accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that all disclosures are adequate and do not make the information presented misleading. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . In the opinion of management, normal recurring adjustments necessary to fairly present our financial position as of June 30, 2017 and December 31, 2016 , the results of operations and statements of comprehensive income (loss) for the three and six months ended June 30, 2017 and June 24, 2016 and the statements of deficit and cash flows for the six months ended June 30, 2017 and June 24, 2016 have been included. The results of operations and statements of comprehensive income (loss) for the three and six months ended June 30, 2017 and June 24, 2016 and the statements of deficit and cash flows for the six months ended June 30, 2017 and June 24, 2016 are not necessarily indicative of the results to be expected for the full calendar year or for any future periods. We use estimates and assumptions required for preparation of the financial statements. The estimates are primarily based on historical experience and business knowledge and are revised as circumstances change. Our actual results may differ from these estimates. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of both our domestic and foreign subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company has investments in joint ventures that are variable interest entities ("VIEs"). The VIE investments are accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810 — Consolidation . In cases where the Company has (i) the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses of the VIE that could potentially be significant or the right to receive benefits from the entity that could potentially be significant to the VIE, the Company consolidates the entity. Alternatively, in cases where all of the aforementioned criteria are not met, the investment is accounted for under the equity method. We classify our equity method investees in two distinct groups based on management’s day-to-day involvement in the operations of each entity and the nature of each joint venture’s business. If the joint venture is deemed to be an extension of one of our segments and operationally integral to the business, our share of the joint venture’s earnings is reported within operating income (loss) in Earnings from equity method investees in the consolidated statement of operations. If the Company considers our involvement less significant, the share of the joint venture’s net earnings is reported in Other income, net in the consolidated statement of operations. Noncontrolling Interests We record the impact of our partners' interests in less than wholly owned consolidated joint ventures as noncontrolling interests. Currently, DynCorp International FZ-LLC ("DIFZ") is our only consolidated joint venture for which we do not own 100% of the entity. We hold a 25% ownership interest in DIFZ. We continue to consolidate DIFZ as we still exercise power over activities that significantly impact DIFZ’s economic performance and have the obligation to absorb losses or receive benefits of DIFZ that could potentially be significant to DIFZ. Noncontrolling interests is presented on the face of the statements of operations as an increase or reduction in arriving at "Net income (loss) attributable to Delta Tucker Holdings, Inc." Noncontrolling interests is located in the equity section on the consolidated balance sheets. See Note 10 for further discussion regarding DIFZ. Use of Estimates The preparation of the financial statements requires us to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Our estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the consolidated statements of operations in the period that they are determined. Changes in contract estimates related to certain types of contracts accounted for using the percentage of completion method of accounting are recognized in the period in which such changes are made for the inception-to-date effect of the changes. Changes in these estimates can occur over the life of a contract for a variety of reasons, including changes in scope, estimated incentive or award fees, cost estimates, level of effort and/or other assumptions impacting revenue or cost to perform a contract. The gross favorable and unfavorable adjustments below reflect these changes in contract estimates during each reporting period, excluding new or completed contracts where no comparative estimates exist between reporting periods. The following table presents the aggregate gross favorable and unfavorable adjustments to income (loss) before income taxes resulting from changes in contract estimates, for the three and six months ended June 30, 2017 and June 24, 2016 . Three Months Ended Six Months Ended (Amounts in millions) June 30, 2017 June 24, 2016 June 30, 2017 June 24, 2016 Gross favorable adjustments $ 10.0 $ 8.1 $ 17.3 $ 7.8 Gross unfavorable adjustments (3.4 ) (13.2 ) (3.2 ) (13.5 ) Net adjustments $ 6.6 $ (5.1 ) $ 14.1 $ (5.7 ) Accounting Policies There have been no material changes to our significant accounting policies from those described in our Annual Report on Form 10-K for the year ended December 31, 2016 , except as described below. Recently Adopted Accounting Standards In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory . ASU 2015-11 requires an entity who measures inventory using FIFO or average cost to measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs. The update is effective for fiscal years beginning after December 15, 2016 and interim periods within fiscal years beginning after December 15, 2016 and applied prospectively. Early adoption is permitted, including adoption in an interim period. The Company adopted ASU 2015-11 on a prospective basis during the first quarter of calendar year 2017. The adoption of this guidance did not have a material impact on our consolidated financial statements or disclosures. In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting . ASU 2016-07 simplifies the equity method by eliminating the requirement to apply it retrospectively to an investment that subsequently qualifies for such accounting as a result of an increase in the level of ownership interest or degree of influence. The amendments are effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016 and applied prospectively. Early adoption is permitted. The Company adopted ASU 2016-17 during the first quarter of calendar year 2017. The adoption of this guidance did not have a material impact on our consolidated financial statements or disclosures. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. ASU 2017-01 is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company elected to early adopt ASU 2017-01 during the first quarter of calendar year 2017. The adoption of this guidance did not have a material impact on our consolidated financial statements or disclosures. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which eliminates Step 2 from the goodwill impairment test. ASU 2017-04 modifies the concept of goodwill impairment to represent the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for goodwill impairment testing for interim and annual periods beginning after December 15, 2019, and requires a prospective transition. Early adoption is permitted for interim and annual goodwill impairment tests performed after January 1, 2017. The Company elected to early adopt ASU 2017-04 on a prospective basis during the first quarter of calendar year 2017. The adoption of this guidance did not have a material impact on our consolidated financial statements. Recently Issued Accounting Developments In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which outlines a single set of comprehensive principles for recognizing revenue under GAAP. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which deferred the effective date of ASU 2014-09 by one year for all entities and permits early adoption on a limited basis. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) . ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing . ASU 2016-10 clarifies the implementation guidance on identifying performance obligations. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients . ASU 2016-12 clarifies the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. ASU 2016-20 provides clarifying guidance on a number of narrow technical aspects of Topic 606. ASU 2016-20 clarifications include, but are not limited to, technical aspects of disclosures, contract losses, and contract costs. These ASUs apply to all entities that enter into contracts with customers to transfer goods or services. These ASUs are effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but not before interim and annual reporting periods beginning after December 15, 2016. Entities have the choice to apply these ASUs either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying these standards at the date of initial application and not adjusting comparative information. The implementation of this new standard will impact our business processes, systems and controls. Accordingly we have commenced our assessment of the standard and have developed a comprehensive project plan and are designing additional internal controls, including internal controls around the adoption of ASU 2014-09 and its related disclosures, to guide the assessment, training and implementation. We plan to adopt the standard as of January 1, 2018 under the modified retrospective approach with the cumulative effect of adoption recorded as an adjustment to the opening balance of equity as of that date without restatement of comparative periods. We are in the process of assessing the impact to our results of operations across our portfolio of contracts. In February 2016, the FASB issued ASU No. 2016-02, Leases . The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases . ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. Entities are required to adopt ASU 2016-02 using a modified retrospective approach, subject to certain optional practice expedients, and apply the provisions of ASU 2016-02 to leasing arrangements existing at or entered into after the earliest comparative period presented in the financial statements. We are currently evaluating the potential effects of the adoption of ASU 2016-02 on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this update replace the existing incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments are effective for annual reporting periods, and interim periods therein, beginning after December 15, 2019 and applied using a prospective transition approach for debt securities for which an other-than-temporary impairment had been recognized before the effective date. We are currently evaluating the potential effects of the adoption of ASU 2016-13 on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 provides guidance on how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard is intended to reduce current diversity in practice. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 and will require a retrospective approach. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the potential effects of the adoption of ASU 2016-15 on our consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-16, Accounting for Income Taxes: Intra-entity Asset Transfers of Assets Other than Inventory , which requires that an entity recognize the tax expense from the sale of intra-entity sales of assets, other than inventory, in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. ASU 2016-16 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017 and should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the potential effects of the adoption of ASU 2016-16 on our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. ASU 2016-18 clarifies the guidance on the cash flow classification and presentation of changes in restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flow. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 and will be applied using a retrospective transition method to each period presented. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the potential effects of the adoption of ASU 2016-18 on our consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . ASU 2017-09 clarifies when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017, including interim periods therein, and should be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the potential effects of the adoption of ASU 2017-09 on our consolidated financial statements. Other accounting standards updates effective after June 30, 2017 are not expected to have a material effect on our consolidated financial position or results of operations and cash flows for the period ended June 30, 2017 . |
Composition of Certain Financia
Composition of Certain Financial Statement Captions | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Composition of Certain Financial Statement Captions | Composition of Certain Financial Statement Captions The following tables present financial information of certain consolidated balance sheet captions. Prepaid expenses and other current assets As Of (Amounts in thousands) June 30, 2017 December 31, 2016 Prepaid expenses $ 29,393 $ 39,895 Income tax refunds receivable 228 — Inventories 20,503 18,451 Work-in-process inventory 523 164 Joint venture receivables 31 84 Other current assets 3,093 7,100 Total prepaid expenses and other current assets $ 53,771 $ 65,694 Prepaid expenses include prepaid insurance, prepaid vendor deposits, and prepaid rent, none of which individually exceed 5% of current assets. The decrease in prepaid expenses is primarily due to the timing of payments. We value our inventory at lower of cost or net realizable value. Property and equipment, net As Of (Amounts in thousands) June 30, 2017 December 31, 2016 Aircraft $ 3,672 $ 2,997 Computers and related equipment 7,902 7,161 Leasehold improvements 21,577 20,934 Office furniture and fixtures 5,490 5,499 Vehicles 3,344 3,430 Gross property and equipment 41,985 40,021 Less accumulated depreciation (25,044 ) (23,385 ) Total property and equipment, net $ 16,941 $ 16,636 As of June 30, 2017 and December 31, 2016 , Property and equipment, net, included the accrual for property additions of $0.4 million and $0.3 million , respectively. Depreciation expense, including certain depreciation amounts classified as Cost of services, was $1.0 million and $2.0 million during the three and six months ended June 30, 2017 , respectively. Depreciation expense, including certain depreciation amounts classified as Cost of services, was $1.2 million and $2.2 million during the three and six months ended June 24, 2016 , respectively. Other assets, net As Of (Amounts in thousands) June 30, 2017 December 31, 2016 Investment in affiliates $ 7,937 $ 7,825 Palm promissory note, long-term portion 1,961 2,034 Other 4,109 3,513 Total other assets, net $ 14,007 $ 13,372 Accrued payroll and employee costs As Of (Amounts in thousands) June 30, 2017 December 31, 2016 Wages, compensation and other benefits $ 65,712 $ 82,062 Accrued vacation 14,530 12,462 Accrued contributions to employee benefit plans 1,156 1,056 Total accrued payroll and employee costs $ 81,398 $ 95,580 Accrued liabilities As Of (Amounts in thousands) June 30, 2017 December 31, 2016 Customer liabilities $ 20,222 $ 20,762 Accrued insurance 27,465 26,201 Accrued interest 23,972 25,807 Contract losses 4,348 10,912 Legal reserves 4,335 4,597 Subcontractor retention — 250 Other 12,701 15,549 Total accrued liabilities $ 93,043 $ 104,078 Customer liabilities represent amounts received from customers in excess of revenue recognized or for amounts due back to a customer. The increase in accrued insurance is primarily due to the timing of payments and the closing of certain insurance policies with our carriers. Contract losses represent our best estimate of forward losses using currently available information and could change in future periods as new facts and circumstances emerge. Changes to the provision for contract losses are presented in Cost of services on our Statement of Operations. Legal matters include reserves related to various lawsuits and claims. See Note 8 for further discussion. Other is comprised primarily of accrued rent and workers' compensation related claims and other balances that are not individually material to the consolidated financial statements. Other long-term liabilities As of June 30, 2017 and December 31, 2016 , Other long-term liabilities were $11.6 million and $12.5 million , respectively. Other long-term liabilities are primarily due to our long-term incentive bonus plan and nonqualified unfunded deferred compensation plan of $3.9 million and $4.3 million as of June 30, 2017 and December 31, 2016 , respectively, and a long-term leasehold obligation related to our Tysons Corner facility in McLean, Virginia, of $3.1 million and $3.3 million as of June 30, 2017 and December 31, 2016 , respectively. Other long-term liabilities also include an uncertain tax benefit of $3.3 million and $3.3 million as of June 30, 2017 and December 31, 2016 , respectively. See Note 4 for further discussion. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets We have three operating and reporting segments, which provide services domestically and in foreign countries primarily under contracts with the U.S. government: Aviation Engineering, Logistics, and Sustainment ("AELS"), Aviation Operations and Life Cycle Management ("AOLC") and DynLogistics. Each operating and reportable segment is its own reporting unit. Of our three reporting units, only the DynLogistics reporting unit had a goodwill balance as of June 30, 2017 which we assess for potential goodwill impairment. The carrying amount of goodwill for DynLogistics was $42.1 million as of June 30, 2017 and December 31, 2016 , respectively. We assess goodwill and other intangible assets with indefinite lives for impairment annually in October or when an event occurs or circumstances change that would suggest a triggering event. If a triggering event is identified, a goodwill impairment test is performed to identify any possible impairment in the period in which the event is identified. In connection with our annual assessment of goodwill during the fourth quarter of each year, we update our key assumptions, including our forecasts of revenue and income for each reporting unit. The projections for these reporting units include significant estimates related to new business opportunities. If we are unsuccessful in obtaining these opportunities in 2017, a triggering event could be identified and a goodwill impairment test would be performed to identify any possible goodwill impairment in the period in which the event is identified. There can be no assurance that the estimates and assumptions regarding forecasted earnings and cash flows, the period of strength of the U.S. defense spending, and other inputs used in forecasting the present value of forecasted cash flows will prove to be accurate projections of future performance. During the six months ended June 30, 2017 , we did not have a triggering event in any of our reporting units. The following tables provide information about changes relating to certain intangible assets: As of June 30, 2017 (Amounts in thousands, except years) Weighted Average Remaining Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Other intangible assets: Customer-related intangible assets 2.5 $ 252,615 $ (187,510 ) $ 65,105 Other Finite-lived 1.0 14,205 (10,965 ) 3,240 Total other intangibles $ 266,820 $ (198,475 ) $ 68,345 Tradenames: Finite-lived 0.0 $ 869 $ (869 ) $ — Indefinite-lived 28,536 — 28,536 Total tradenames $ 29,405 $ (869 ) $ 28,536 As of December 31, 2016 (Amounts in thousands, except years) Weighted Gross Accumulated Net Other intangible assets: Customer-related intangible assets 3.0 $ 252,615 $ (172,242 ) $ 80,373 Other Finite-lived 1.0 14,238 (10,542 ) 3,696 Total other intangibles $ 266,853 $ (182,784 ) $ 84,069 Tradenames: Finite-lived 0.0 $ 869 $ (869 ) $ — Indefinite-lived 28,536 — 28,536 Total tradenames $ 29,405 $ (869 ) $ 28,536 Amortization expense for customer-related intangibles, other intangibles and finite-lived tradenames was $8.0 million and $16.0 million for the three and six months ended June 30, 2017 , respectively. Amortization expense for customer-related intangibles, other intangibles and finite-lived tradenames was $7.9 million and $15.5 million for the three and six months ended June 24, 2016 , respectively. Other intangibles are primarily representative of our capitalized software which had a net carrying value of $3.2 million and $3.7 million as of June 30, 2017 and December 31, 2016 , respectively. Estimated aggregate future amortization expense for finite lived assets subject to amortization are $13.7 million for the six months ending December 31, 2017 , $21.8 million in 2018, $21.6 million in 2019, $11.2 million in 2020, $0.1 million in 2021 and $0.0 million thereafter. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The domestic and foreign components of Income (loss) before income taxes are as follows: Three Months Ended Six Months Ended (Amounts in thousands) June 30, 2017 June 24, 2016 June 30, 2017 June 24, 2016 Domestic $ 9,442 $ (19,469 ) $ 12,226 $ (30,061 ) Foreign 1,822 1,385 1,865 1,900 Income (loss) before income taxes $ 11,264 $ (18,084 ) $ 14,091 $ (28,161 ) Non-current deferred tax liabilities, net, was $15.1 million and $14.8 million as of June 30, 2017 and December 31, 2016 , respectively. Our effective tax rate ("ETR") was 47.1% and 59.2% for the three and six months ended June 30, 2017 , respectively. Our ETR was (37.2)% and (39.9)% for the three and six months ended June 24, 2016 , respectively. For the three and six months ended June 30, 2017 , the change in ETR was primarily driven by an increase in the forecasted full year income before taxes and an increase in the valuation allowance related to additional foreign tax credits carrying over to future periods. Our ETR for the three and six months ended June 24, 2016 was primarily impacted by an increase in the valuation allowance related to a deferred tax asset which was created by cancellation of debt income resulting from the effects of the refinancing transactions we completed on June 15, 2016. Management assesses both the available positive and negative evidence to determine whether it is more likely than not that there will be sufficient sources of future taxable income to recognize deferred tax assets. We incurred cumulative losses over the three -year period ended December 31, 2016 . Cumulative losses in recent years are considered significant objective negative evidence in evaluating deferred tax assets under the more likely than not criteria for recognition of deferred tax assets. As a result of additional taxable losses and the foreign taxes for which we cannot recognize a current tax benefit, we increased our valuation allowance from $88.8 million as of December 31, 2016 to $91.1 million as of June 30, 2017 . As of both June 30, 2017 and December 31, 2016 , we had $2.6 million of total unrecognized tax benefits of which $2.3 million would impact our effective tax rate if recognized. We do not expect the unrecognized tax benefit and any related interest or penalties to be settled within the next twelve months. During the six months ended June 30, 2017 , we made no estimated federal income tax payments. All of our income taxes paid or refunds received during the six months ended June 30, 2017 were related to state or foreign jurisdictions. As described further in Note 7 and Note 10, on April 21, 2017 , the Company received the Capital Contribution of $40.6 million from Holdings. Holdings received the proceeds from DefCo Holdings, Inc. (“DefCo”). DefCo is the parent of a consolidated group of companies and files a consolidated U.S. income tax return with the Company. DefCo received the proceeds by way of a loan from its owners, Cerberus Capital Management, L.P. We calculate the provision for income taxes by using a “separate return” method consistent with ASC 740. DefCo will treat the transaction as a loan on the consolidated tax return and the Company has treated the transaction as a capital contribution. |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2017 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts receivable, net consisted of the following: As Of (Amounts in thousands) June 30, 2017 December 31, 2016 Billed $ 121,135 $ 93,409 Unbilled 201,785 206,846 Total accounts receivable, net $ 322,920 $ 300,255 Unbilled receivables as of June 30, 2017 and December 31, 2016 include $30.2 million and $26.7 million , respectively, related to costs incurred on projects for which we have been requested by the customer to begin new work or extend work under an existing contract and for which formal contracts, contract modifications or other contract actions have not been executed as of the end of the respective periods. As of June 30, 2017 and December 31, 2016 , we had two and three contract claims outstanding totaling $2.7 million and $2.4 million , net of reserves, respectively. The balance of unbilled receivables consists of costs and fees that are: (i) billable immediately; (ii) billable on contract completion; or (iii) billable upon other specified events, such as the resolution of a request for equitable adjustment or formal claim. We expect substantially all unbilled receivables to be billed and collected within one year, except items that may result in or that are currently involved in a request for equitable adjustment or formal claim. We do not believe we have significant exposure to credit risk as our receivables are primarily with the U.S. government. Our allowance for doubtful accounts was $16.1 million as of June 30, 2017 compared to $17.2 million as of December 31, 2016 , and is primarily due to outstanding receivables of approximately $26.0 million , net of reserves, for which we have yet to be paid where we operated under a subcontract for a prime contractor on a U.S. government program that ended December 31, 2014 . We are currently seeking payment through legal action to resolve the matter. See Note 8 for further discussion. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | Fair Value of Financial Assets and Liabilities ASC 820 – Fair Value Measurements and Disclosures establishes 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. Fair Value of Financial Instruments Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable, and borrowings. Because of the short-term nature of cash and cash equivalents, accounts receivable, and accounts payable, the fair value of these instruments approximates the carrying value. Our estimate of the fair value of our Senior Unsecured Notes, 11.875% senior secured second lien notes (the "New Notes"), and New Senior Credit Facility (as defined in Note 7) is based on Level 1 and Level 2 inputs, as defined above. Our estimate of the fair value of our Cerberus 3L Notes (as defined in Note 7) is based on Level 3 inputs, as defined above. We used the following techniques in determining the fair value disclosed for the Cerberus 3L Notes classified as Level 3. The fair value as of June 30, 2017 has been calculated by discounting the expected cash flows using a discount rate of 10.4% . This discount rate is determined using the Moody's credit rating for the New Notes and reducing the rating one level lower for the Cerberus 3L Notes as they are subordinated to the New Notes. As Of June 30, 2017 December 31, 2016 (Amounts in thousands) Carrying Amount Fair Value Carrying Amount Fair Value 10.375% senior unsecured notes $ — $ — $ 39,319 $ 37,132 11.875% senior secured second lien notes 376,185 390,292 373,385 343,282 Term loan 182,286 182,286 207,400 200,141 Cerberus 3L notes 31,616 19,844 30,831 9,624 Total indebtedness 590,087 592,422 650,935 590,179 Less current portion of long-term debt (22,500 ) (22,500 ) (64,433 ) (61,367 ) Total long-term debt $ 567,587 $ 569,922 $ 586,502 $ 528,812 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following: As of June 30, 2017 (Amounts in thousands) Carrying Amount Original Issue Discount on Term Loan Deferred Financing Costs, Net Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net 11.875% senior secured second lien notes $ 376,185 $ — $ (1,380 ) $ 374,805 Term loan 182,286 (10,798 ) (3,506 ) 167,982 Cerberus 3L notes 31,616 — (76 ) 31,540 Total indebtedness 590,087 (10,798 ) (4,962 ) 574,327 Less current portion of long-term debt (22,500 ) 1,332 218 (20,950 ) Total long-term debt $ 567,587 $ (9,466 ) $ (4,744 ) $ 553,377 As of December 31, 2016 (Amounts in thousands) Carrying Amount Original Issue Discount on Term Loan Deferred Financing Costs, Net Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net 10.375% senior unsecured notes $ 39,319 $ — $ — $ 39,319 11.875% senior secured second lien notes 373,385 (1,581 ) 371,804 Term loan 207,400 (12,570 ) (4,248 ) 190,582 Cerberus 3L notes 30,831 (80 ) 30,751 Total indebtedness 650,935 (12,570 ) (5,909 ) 632,456 Less current portion of long-term debt (64,433 ) 1,364 226 (62,843 ) Total long-term debt $ 586,502 $ (11,206 ) $ (5,683 ) $ 569,613 The original issue discount on the Term Loan facility (the "Term Loan") and deferred financing costs are amortized through interest expense. Amortization related to the original issue discount was $0.9 million and $1.8 million during the three and six months ended June 30, 2017 , respectively, and was $0.1 million during the three and six months ended June 24, 2016 . Amortization related to deferred financing costs was $0.5 million and $0.9 million during the three and six months ended June 30, 2017 , respectively, and was $1.5 million and $3.0 million during the three and six months ended June 24, 2016 , respectively. Deferred financing costs for the three and six months ended June 30, 2017 were reduced by an immaterial amount related to the pro rata write-off of deferred financing costs to loss on early extinguishment of debt as a result of the $25.1 million Excess Cash Flow principal payment made on the Term Loan under the New Senior Credit Facility on April 4, 2017 . Deferred financing costs for the three and six months ended June 24, 2016 were reduced $0.3 million related to the pro rata write-off of deferred financing costs to loss on early extinguishment of debt as a result of the $4.6 million in principal prepayment made on the term loan facility under the Senior Credit Facility. New Senior Credit Facility On July 7, 2010 , we entered into a senior secured credit facility (the "Senior Credit Facility"), with a banking syndicate and Bank of America, N.A. as Administrative Agent (the "Agent"). On April 30, 2016 , we entered into Amendment No. 5 ("Amendment No. 5") to the Senior Credit Facility which provided for a new senior secured credit facility (the "New Senior Credit Facility") upon the satisfaction of certain conditions. On June 15, 2016 , we satisfied the conditions set forth in Amendment No. 5 and the New Senior Credit Facility became effective. The New Senior Credit Facility is secured by substantially all of our assets and guaranteed by substantially all of our subsidiaries. As of June 30, 2017 , the New Senior Credit Facility provided for the following: • a $182.3 million Term Loan; • a $85.8 million class B revolving facility (or "Revolver"); and • up to $15.0 million in incremental revolving facilities provided by and at the discretion of certain non-debt fund affiliates that are controlled by Cerberus (as defined herein), which shall rank pari passu with, and be on the same terms as, the Revolver. As of June 30, 2017 and December 31, 2016 , the available borrowing capacity under the New Senior Credit Facility was approximately $48.9 million and $48.0 million , respectively, and included $36.9 million and $37.8 million , respectively, in issued letters of credit. Amounts borrowed under the Revolver are used to fund operations. As of June 30, 2017 and December 31, 2016 there were no amounts borrowed under the Revolver. The Revolver and the Term Loan mature on July 7, 2019 and July 7, 2020 , respectively. Interest Rates on Term Loan & Revolver The interest rate per annum applicable to the Term Loan is, at our option, equal to either the Base Rate or the Eurocurrency Rate, in each case, plus (i) 5.00% in the case of Base Rate loans and (ii) 6.00% in the case of Eurocurrency Rate loans. The interest rate per annum applicable to the Revolver is, at our option, equal to either a Base Rate or a Eurocurrency Rate plus (i) a range of 4.50% to 5.00% based on the First Lien Secured Leverage Ratio in the case of Base Rate loans and (ii) a range of 5.50% to 6.00% based on the First Lien Secured Leverage Ratio in the case of Eurocurrency Rate loans. The First Lien Secured Leverage Ratio is the ratio of total first lien secured consolidated debt (net of up to $75 million of unrestricted cash and cash equivalents) to consolidated earnings before interest, taxes, depreciation and amortization ("Consolidated EBITDA"), as defined in the New Senior Credit Facility. The variable Base Rate has a floor of 2.75% and the variable Eurocurrency Rate has a floor of 1.75% . Interest payments on both the Term Loan and Revolver are payable at the end of the interest period, but not less than quarterly. As of June 30, 2017 and December 31, 2016 , the applicable interest rate on the Term Loan was 7.75% . Interest Rates on Letter of Credit Subfacility and Unused Commitment Fees All of our letters of credit under the New Senior Credit Facility are subject to a 0.25% fronting fee. The letter of credit subfacility bears interest at an applicable rate that ranges from 5.5% to 6.0% with respect to the Revolver commitments. The unused commitment fee on our Revolver ranges from 0.50% to 0.75% on the undrawn amount of the facility depending on the First Lien Secured Leverage Ratio. Interest payments on both the letter of credit subfacility and unused commitments are payable quarterly in arrears. We will also pay customary letter of credit and agency fees. The applicable interest rate for our letter of credit subfacility was 5.75% as of June 30, 2017 and December 31, 2016 . The applicable interest rate for our unused commitment fees was 0.50% as of June 30, 2017 and December 31, 2016 . Principal Payments The credit agreement governing the New Senior Credit Facility contains an annual requirement to submit a portion of our Excess Cash Flow, as defined in the credit agreement, as additional principal payments. Based on our annual financial results for the years ended December 31, 2016 and 2015, we made additional principal payments as required under the Excess Cash Flow provisions of the New Senior Credit Facility and the Senior Credit Facility of $25.1 million on April 4, 2017 and $4.6 million on April 6, 2016 . Certain other transactions can trigger mandatory principal payments such as tax refunds, a disposition of a portion of our business or a significant asset sale. We had no such transactions during the six months ended June 30, 2017 or June 24, 2016 . The New Senior Credit Facility requires us to prepay outstanding term loans, subject to certain exceptions, with: • 100% of excess cash flow (as defined in Amendment No. 5) less the amount of certain voluntary prepayments as described in Amendment No. 5; and • 100% of the net cash proceeds of all non-ordinary course asset sales and casualty and condemnation events, if we do not reinvest or commit to reinvest those proceeds in assets to be used in our business or to make certain other permitted investments within 6 months (and, if committed to be so reinvested, actually reinvested within 12 months). We are permitted to voluntarily repay outstanding loans under the New Senior Credit Facility at any time without premium or penalty, other than customary “breakage” costs with respect to Eurocurrency Rate Loans. Maturity and Principal Amortization We are required to make principal amortization payments with respect to the Term Loan of $22.5 million on or prior to June 15, 2017 and $22.5 million on or prior to June 15, 2018 , which amounts may be reduced as a result of the application of certain prepayments, including our Excess Cash Flow payment. The June 15, 2017 principal amortization payment was fully satisfied as a result of the additional principal payment of $25.1 million made under the Excess Cash Flow requirement discussed above. The principal amount of the Term Loan may be reduced as a result of prepayments, with the remaining amount payable on July 7, 2020 . The credit agreement governing the New Senior Credit Facility contains a provision that would have resulted in all outstanding principal under the Term Loan and the Revolver maturing on May 8, 2017 if by May 8, 2017 , all of the outstanding principal of the 10.375% Senior Notes due 2017 (the "Senior Unsecured Notes") had not been extended to a date that is on or after October 6, 2020 , or all of the outstanding principal and accrued and unpaid interest of the Senior Unsecured Notes had not been paid in full with proceeds of new equity, capital contributions or new unsecured debt that is expressly subordinated to the New Senior Credit Facility. On March 24, 2017 , the Company received a support letter from Cerberus (the “Support Letter”) committing to fund the redemption of all then-outstanding Senior Unsecured Notes on or before May 5, 2017 with the proceeds of new equity or capital contributions. On April 21, 2017 , the Company received the proceeds of a $40.6 million capital contribution (the “Capital Contribution”) from Holdings’ direct parent company, DefCo Holdings, Inc. On April 24, 2017 , DynCorp International completed the redemption of all of the Senior Unsecured Notes using the proceeds of the Capital Contribution, and therefore, the maturity dates of the Term Loan and the Revolver remain at July 7, 2020 and July 7, 2019 , respectively. Guarantee and Security The guarantors of the obligations under the New Senior Credit Facility are identical to those under the New Notes and the Cerberus 3L Notes. See Note 11. The New Senior Credit Facility is secured on a first lien basis by the same collateral that secures the New Notes on a second lien basis and the Cerberus 3L Notes on a third lien basis. Covenants and Other Terms The New Senior Credit Facility contains a number of financial, as well as non-financial, affirmative and negative covenants that we believe are usual and customary. Among other things, the New Senior Credit Facility requires us to maintain a maximum total leverage ratio and a minimum interest coverage ratio. The total leverage ratio is the ratio of Consolidated Total Debt, as defined in Amendment No. 5 (which definition excludes debt under the Cerberus 3L Notes), less unrestricted cash and cash equivalents (up to $75.0 million ) to Consolidated EBITDA, as defined in Amendment No. 5, for the applicable period. The maximum total leverage ratio was 6.75 to 1.0 for the period ended June 30, 2017 . The interest coverage ratio is the ratio of Consolidated EBITDA to Consolidated Interest Expense, as defined in Amendment No. 5 (which provides that interest expense with respect to the Cerberus 3L Notes is excluded). The minimum interest coverage ratio was 1.20 to 1.0 for the period ended June 30, 2017 . The New Senior Credit Facility requires, solely for the benefit of the lenders under the Revolver, for us to maintain minimum liquidity (based on availability of revolving credit commitments plus unrestricted cash and cash equivalents) as of the end of each fiscal quarter of not less than $60 million through the fiscal quarter ending December 31, 2017 , and of not less than $50 million thereafter. The credit agreement governing the New Senior Credit Facility also contains customary representations and warranties and events of default. As of June 30, 2017 and December 31, 2016 , we were in compliance with our financial maintenance covenants under the New Senior Credit Facility. We expect, based on current projections and estimates, to be in compliance with our covenants in the New Senior Credit Facility (including our financial maintenance covenants), and the covenants in the New Notes and the Cerberus 3L notes, further discussed below, for the next twelve months. New Notes On June 15, 2016 , $415.7 million principal amount of the Senior Unsecured Notes were exchanged for $45.0 million cash and $370.6 million aggregate principal amount of newly issued New Notes due November 30, 2020 , which are governed by the terms of the indenture (the “Indenture”), among DynCorp International, Holdings, as parent guarantor, DynCorp International’s subsidiaries that currently guarantee the New Senior Credit Facility, as subsidiary guarantors (the “Subsidiary Guarantors"), and Wilmington Trust, National Association, as trustee and collateral agent. Interest on the New Notes accrues at the rate of 11.875% per annum, comprised of 10.375% per annum in cash and 1.500% per annum payable in kind (“PIK,” and such interest “PIK Interest”). The cash portion of the interest on the New Notes is payable in cash and the PIK Interest on the New Notes is payable in kind, each semi-annually in arrears on January 1 and July 1, commencing on July 1, 2016 . Covenants and Events of Default The Indenture contains a number of non-financial affirmative and negative covenants we believe are usual and customary. These covenants are subject to a number of important exceptions and qualifications as set forth in the Indenture. In addition, the Indenture requires DynCorp International to make amortization payments of (x) $22.5 million principal amount of the Term Loan under the New Senior Credit Facility no later than June 15, 2017 , and (y) an additional $22.5 million principal amount of the Term Loan no later than June 15, 2018 , which amounts may be reduced as a result of the application of certain prepayments, including excess cash flow payments. The Indenture contains customary events of default, including for failure to pay other indebtedness in a total amount exceeding $10.0 million after final maturity of such indebtedness. Optional Redemption On and after July 1, 2017 , the New Notes are redeemable at the option of the Company, in whole or in part, at any time and from time to time, upon not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid cash interest, if any, together with an amount of cash equal to all accrued and unpaid PIK Interest to but excluding the redemption date: Period Redemption Price July 1, 2017 through June 30, 2018 106.00 % July 1, 2018 through June 30, 2019 103.00 % July 1, 2019 and thereafter 100.00 % Senior Unsecured Notes On July 7, 2010 , DynCorp International completed an offering of $455.0 million in aggregate principal of the Senior Unsecured Notes. The Senior Unsecured Notes were issued under an indenture dated July 7, 2010 , by and among us, the guarantors party thereto, including DynCorp International and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB) as Trustee. On June 15, 2016 , $415.7 million principal amount of the Senior Unsecured Notes were exchanged for $45.0 million cash and $370.6 million principal amount of newly issued New Notes. The remaining $39.3 million principal amount of 10.375% Senior Unsecured Notes were redeemed on April 24, 2017 using the proceeds received from the Capital Contribution on April 21, 2017 . Cerberus 3L Notes On June 15, 2016 , DynCorp Funding LLC, a limited liability company managed by Cerberus Capital Management, L.P. ("Cerberus"), entered into a Third Lien Credit Agreement (the “Third Lien Credit Agreement”) with us. Under the Third Lien Credit Agreement, DynCorp Funding LLC has made a $30 million term loan to us (the "Cerberus 3L Notes"). The proceeds of the Cerberus 3L Notes are restricted to pay fees and expenses (including reimbursement of out-of-pocket expenses) in support of or related to the Company’s Global Advisory Group until June 15, 2018 and, thereafter, for working capital and general corporate purposes. As of June 30, 2017 , we have fully utilized these funds for fees and expenses related to the Company's Global Advisory Group. Interest Rate and Fees The interest rate per annum applicable to the Cerberus 3L Notes is 5.00% , payable in kind on a quarterly basis. Prepayments The Cerberus 3L Notes do not require any mandatory prepayments, and, subject to the terms of the Intercreditor Agreement (as defined below), we are permitted to voluntarily repay outstanding loans under the Cerberus 3L Notes without premium or penalty. The New Senior Credit Facility and the Indenture governing the New Notes restrict us from making any principal payments on the Cerberus 3L Notes. Maturity and Amortization The Cerberus 3L Notes do not require any mandatory amortization payments prior to maturity and the outstanding principal amounts shall be payable on June 15, 2026 . Covenants and Events of Default The Cerberus 3L Notes include non-financial affirmative and negative covenants consistent with the covenants set forth in the New Notes; provided that each “basket” or “cushion” set forth in the covenants is at least 25% less restrictive than the corresponding provision set forth in the New Notes. The Third Lien Credit Agreement contains customary events of default, including for failure to pay other debt in a total amount exceeding $12.5 million after final maturity or acceleration of such indebtedness. Intercreditor Agreement The collateral granted to secure the indebtedness under the New Senior Credit Facility, on a first-priority basis, has also been granted to secure (a) the New Notes and the guarantees under the Indenture on a second-priority basis and (b) the Cerberus 3L Notes and the guarantees under the Third Lien Credit Agreement on a third-priority basis. The relative priority of the liens afforded to the New Senior Credit Facility, New Notes and Cerberus 3L Notes and the subordination in right of payment of the Cerberus 3L Notes to the New Senior Credit Facility and the New Notes are set forth in the Intercreditor Agreement (the “Intercreditor Agreement”), dated as of June 15, 2016 , by and among the administrative agent under the New Senior Credit Facility, the collateral agent under the Indenture, and the collateral agent under the Third Lien Credit Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments We have operating leases for the use of real estate and certain property and equipment which are either non-cancelable, cancelable only by the payment of penalties or cancelable upon one month’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 real estate leases are subject to annual escalations for increases in base rents, utilities and property taxes. Lease rental expense was $11.4 million and $21.2 million for the three and six months ended June 30, 2017 , respectively. Lease rental expense was $10.4 million and $18.6 million for the three and six months ended June 24, 2016 , respectively. We have no significant long-term purchase agreements with service providers. Contingencies General Legal Matters We are involved in various lawsuits and claims that arise in the normal course of business. We have established reserves for matters in which it is believed that losses are probable and can be reasonably estimated. Reserves related to these matters have been recorded in Other accrued liabilities totaling approximately $4.3 million and $4.6 million as of June 30, 2017 and December 31, 2016 , respectively. We believe that appropriate accruals have been established for such matters based on information currently available; however, some of the matters may involve compensatory, punitive, or other claims or sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that could not be reasonably estimated at June 30, 2017 . These accrued reserves represent the best estimate of amounts believed to be our liability in a range of expected losses. In addition to matters that are considered probable and that can be reasonably estimated, we also have certain matters considered reasonably possible. Other than matters disclosed below, we believe the aggregate range of possible loss related to matters considered reasonably possible was not material as of June 30, 2017 . Litigation is inherently unpredictable and unfavorable resolutions could occur. Accordingly, it is possible that an adverse outcome from such proceedings could (i) exceed the amounts accrued for probable matters; or (ii) require a reserve for a matter we did not originally believe to be probable or could be reasonably estimated. Such changes could be material to our financial condition, results of operations and cash flows in any particular reporting period. Our view of the matters not specifically disclosed could possibly change in future periods as events thereto unfold. Pending Litigation and Claims On December 4, 2006 , December 29, 2006 , March 14, 2007 and April 24, 2007 , four 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 the Provinces of Esmeraldas, Sucumbíos, and Carchi in Ecuador, allege violations of Ecuadorian law, international law, and statutory and common law tort violations, including negligence, trespass, and nuisance. The fourth lawsuit, filed on behalf of 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 four lawsuits were consolidated, and based on our 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 and, on September 15, 2010 , the Provinces of Esmeraldas, Sucumbíos, and Carchi were dismissed by court order. We filed multiple motions for summary judgment and, on February 15, 2013 , the court granted summary judgment and dismissed all claims. On March 18, 2013 , the plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the District of Columbia. On May 30, 2014 , the U.S. Court of Appeals for the District of Columbia affirmed the dismissal of the majority of the case, but remanded the case to the trial court concerning a few remaining tort claims. On September 23, 2016 , the District Court granted in part renewed motions for summary judgment. On April 3, 2017 , the claims for six plaintiffs proceeded to trial. On April 20, 2017 , the jury found in our favor on all claims brought by all six plaintiffs involved in that trial. Further proceedings involving other plaintiffs may take place. At this time, we believe the likelihood of an unfavorable outcome in this case is remote. A lawsuit filed on September 11, 2001 , and amended on March 24, 2008 , seeking unspecified damages on behalf of 26 residents of the Sucumbíos Province in Ecuador, was brought against our operating company and several of its former affiliates in the U.S. District Court for the District of Columbia. The action alleges violations of the laws of nations and U.S. 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 crops in Colombia. As of January 12, 2010 , 15 of the plaintiffs have been dismissed by court order. We filed multiple motions for summary judgment and, on February 15, 2013 , the court granted summary judgment and dismissed all claims. On March 18, 2013 , the plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the District of Columbia. On May 30, 2014 , the U.S. Court of Appeals for the District of Columbia affirmed the dismissal of the majority of the case, but remanded the case to the trial court concerning a few remaining tort claims. On September 23, 2016 , the District Court granted in part renewed motions for summary judgment. On April 3, 2017 , the claims for six plaintiffs proceeded to trial. On April 20, 2017 , the jury found in our favor on all claims brought by all six plaintiffs involved in that trial. Further proceedings involving other plaintiffs may take place. At this time, we believe the likelihood of an unfavorable outcome in this case is remote. The above cases now are fully defended and indemnified by the Company’s previous owner, Computer Sciences Corporation and also by its spin-off company, CSRA Inc. The insurance litigation arising out of the above cases that was described in prior filings has now been fully resolved and settled. In October 2007 , we entered into a subcontract with Northrop Grumman Technical Services, Inc. (“Northrop”) to support Northrop’s prime contract with the DoD Counter Narcotics Terrorism Program Office ("CNTPO"). We performed the services requested by Northrop, the government determined that it received “intended quality and skills of personnel,” and Northrop paid our invoices until July 2014 . Subsequent to July 2014 , Northrop stopped paying our periodic invoices. The contract operations ended on December 31, 2014 . In March 2015 , Northrop filed a civil action against us to obtain documents regarding our invoices and now asserts approximately $5.0 million in damages. We believe the damages asserted by Northrop represent a loss contingency that is remote. In September 2015 , we filed an Answer and Counterclaim seeking approximately $41.0 million for unpaid invoices. An unfavorable judgment which denies us a substantial amount of the full amount owed to us could have a material effect on our performance. On February 24, 2012 , we were advised by the Department of Justice Civil Litigation Division (“the Civil Division”) that they are conducting an investigation regarding the CivPol and Department of State Advisor Support Mission ("DASM") contracts in Iraq and Corporate Bank, a former subcontractor. The issues include allowable hours worked under a specific task order and invoices to the Department of State for certain hotel leasing, labor rates and overhead within the 2003 to 2008 timeframe. Since 2012 , the Company has been in discussions with the Civil Division, and has been cooperating with the Civil Division’s requests for information. On July 19, 2016 , the Civil Division filed a civil lawsuit asserting violations of underlying contract terms and also the False Claims Act. If our operations are found to be in violation of any laws or government regulations, we may be subject to penalties, damages or fines, any or all of which could adversely affect our financial results; however, the complaint does not include any specific monetary demand and as such we are unable to estimate a range of loss at this time. We are continuing to evaluate this lawsuit and at this time believe the potential for penalties, damages or fines resulting from this matter do not represent a probable loss contingency. U.S. Government Investigations We 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 who investigate whether our operations are being conducted in accordance with these requirements. Such investigations could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed on us, or could lead to suspension or debarment from future U.S. government contracting. U.S. government investigations often take years to complete and may result in adverse action against us. We believe that any adverse actions arising from such matters could have a material effect on our ability to invoice and receive timely payment on our contracts, perform contracts or compete for contracts with the U.S. government and could have a material effect on our operating performance. U.S. Government Audits Our contracts are regularly audited by the Defense Contract Audit Agency ("DCAA") and other government agencies. These agencies review our contract performance, cost structure and compliance with applicable laws, regulations and standards. The government also reviews the adequacy of, and our compliance with, our internal control systems and policies, including our purchasing, property, estimating, accounting and material management business systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed. The DCAA will in some cases issue a Form 1 representing the non-conformance of such costs or requirements as it relates to our government contracts. If we are unable to provide sufficient evidence of the costs in question, the costs could be suspended or disallowed which could be material to our financial statements. Government contract payments received by us for direct and indirect costs are subject to adjustment after government audit and repayment to the government if the payments exceed allowable costs as defined in the government regulations. We have received a series of audit reports from the DCAA related to their examination of certain incurred, invoiced and reimbursed costs on the Logistics Civil Augmentation Program IV ("LOGCAP IV") for contract years 2009 to 2012. Through our negotiation efforts with the Contracting Officer the issues have been resolved, resulting in final settlements of all audited costs of approximately $0.8 million of questioned costs. The DCAA is currently auditing fiscal years 2013 to 2016 and we believe the risk of loss for those years is remote and eventual settlement amounts should be comparable to the previous outcome for fiscal years 2009 to 2012. Foreign Contingencies On January 22, 2014 , a tax assessment from the Large Tax Office of the Afghanistan Ministry of Finance (“MOF”) was received, seeking approximately $64.2 million in taxes and penalties specific to one of our business licenses in Afghanistan for periods between 2009 to 2012. The majority of this assessment was income tax related; however, $10.2 million of the assessed amount is non-income tax related and represents loss contingencies that we consider reasonably possible. We filed our initial appeal of the assessment with the MOF on February 19, 2014 . In May 2014 , the MOF ruled in our favor for the income tax related issue which totaled approximately $54.0 million . We are still working with the MOF to remove the assessment on the remaining non-income tax related items. As of June 30, 2017 , we are continuing to evaluate this matter and at this time believe it does not represent a probable loss contingency. Credit Risk We are subject to concentrations of credit risk primarily by virtue of our accounts receivable. Departments and agencies of the U.S. federal government account for all but minor portions of our customer base, minimizing this credit risk. Furthermore, the significance of any one contract can change as our business expands or contracts. Additionally, as contract modifications, contract extensions or other contract actions occur, the profitability of any one contract can become more or less significant to the Company. As contracts are recompeted, there is the potential for the size, contract type, contract structure or other contract elements to materially change from the original contract resulting in significant changes to the scope, scale, profitability or magnitude of accounts receivable of the new recompeted contract as compared to the original contract. We continuously review all accounts receivable and record provisions for doubtful accounts when necessary. Risk Management Liabilities and Reserves We are insured for domestic workers' compensation liabilities and a significant portion of our employee medical costs. However, we bear risk for a portion of claims pursuant to the terms of the applicable insurance contracts. We account for these programs based on actuarial estimates of the amount of loss inherent in that period’s claims, including losses for which claims have not been reported of $10.2 million and $9.3 million as of June 30, 2017 and December 31, 2016 , respectively. These loss estimates rely on actuarial observations of ultimate loss experience for similar historical events. We limit our risk by purchasing stop-loss insurance policies for significant claims incurred for both domestic workers' compensation liabilities and medical costs. Our exposure under the stop-loss policies for domestic workers' compensation and medical costs is limited based on fixed dollar amounts. For domestic workers' compensation and employers' liability under state and federal law, the fixed dollar amount of stop-loss coverage is $1.0 million per occurrence on most policies, but is $0.25 million per occurrence on a California-based policy. For medical costs, the fixed dollar amount of stop-loss coverage is $0.4 million for total costs per covered participant per calendar year. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We have three operating and reporting segments: AELS, AOLC and DynLogistics. The AELS, AOLC and DynLogistics 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. The following is a summary of the financial information of the reportable segments reconciled to the amounts reported in the condensed consolidated financial statements: Three Months Ended Six Months Ended (Amounts in thousands) June 30, 2017 June 24, 2016 June 30, 2017 June 24, 2016 Revenue AELS $ 138,326 $ 138,420 $ 272,431 $ 274,674 AOLC 151,948 160,227 305,790 312,482 DynLogistics 183,624 152,670 355,982 283,859 Headquarters / Other (1) 390 (350 ) (44 ) (58 ) Total revenue $ 474,288 $ 450,967 $ 934,159 $ 870,957 Operating income (loss) AELS $ 5,991 $ (10,151 ) $ 9,270 $ (8,400 ) AOLC 14,709 9,899 30,375 18,866 DynLogistics 23,799 15,942 41,299 25,878 Headquarters / Other (2) (15,610 ) (20,619 ) (31,891 ) (35,795 ) Total operating income (loss) $ 28,889 $ (4,929 ) $ 49,053 $ 549 Depreciation and amortization AELS $ 301 $ 157 $ 566 $ 287 AOLC 24 364 48 398 DynLogistics 197 60 336 122 Headquarters / Other 8,505 8,580 16,975 16,870 Total depreciation and amortization (3) $ 9,027 $ 9,161 $ 17,925 $ 17,677 (1) Headquarters revenue primarily represents revenue earned on shared services arrangements for general and administrative services provided to unconsolidated joint ventures and elimination of intercompany items between segments. (2) Headquarters operating expenses primarily relate to amortization of intangible assets and other costs that are not allocated to segments and are not billable to our U.S. government customers and Global Advisory Group costs, partially offset by equity method investee income. (3) Includes amounts included in Cost of services of $0.4 million and $0.8 million and for the three and six months ended June 30, 2017 , respectively, and $0.3 million and $0.5 million for the three and six months ended June 24, 2016 , respectively. The following is a summary of the assets of the reportable segments reconciled to the amounts reported in the consolidated financial statements: As Of (Amounts in thousands) June 30, 2017 December 31, 2016 Assets AELS $ 130,741 $ 140,320 AOLC 137,977 133,096 DynLogistics 186,720 168,085 Headquarters / Other (1) 190,085 235,036 Total assets $ 645,523 $ 676,537 (1) Assets primarily include cash, investments in unconsolidated subsidiaries, and intangible assets (excluding goodwill). |
Related Parties, Joint Ventures
Related Parties, Joint Ventures and Variable Interest Entities | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Parties, Joint Ventures and Variable Interest Entities | Related Parties, Joint Ventures and Variable Interest Entities Cerberus 3L Notes DynCorp Funding LLC, a limited liability company managed by Cerberus Capital Management, L.P., entered into a Third Lien Credit Agreement, dated as of June 15, 2016 to fund the Cerberus 3L Notes, a $30 million term loan to us. The interest rate per annum applicable to the Cerberus 3L Notes is 5.00% , payable in kind on a quarterly basis. The Cerberus 3L Notes do not require any mandatory amortization payments prior to maturity and the outstanding principal amounts shall be payable on June 15, 2026 . See Note 7 for further discussion. Capital Contribution As described further in Note 7, on March 24, 2017 , the Company received the Support Letter from Cerberus committing to fund the redemption of all outstanding Senior Unsecured Notes on or before May 5, 2017 with the proceeds of new equity or capital contributions. The Company received the $40.6 million Capital Contribution on April 21, 2017 , and completed the redemption of all of the remaining Senior Unsecured Notes using the proceeds of the Capital Contribution on April 24, 2017 . Consulting Fee We have a Master Consulting and Advisory Services agreement ("COAC Agreement") with Cerberus Operations and Advisory Company, LLC ("COAC") where, pursuant to the terms of the agreement, they make personnel available to us for the purpose of providing reasonably requested business advisory services. The services are priced on a case by case basis depending on the requirements of the project and agreements in pricing. We incurred $1.2 million and $2.5 million of consulting fees on a gross basis before considering the effect of our contract mix which provides for partial recovery in conjunction with the COAC Agreement, during the three and six months ended June 30, 2017 , respectively, and $1.4 million and $3.2 million during the three and six months ended June 24, 2016 , respectively. We have two executives who are COAC employees, who are seconded to us: (i) our current Chief Executive Officer and member of the Company's board of directors (who during the period covered by this report served as our Senior Vice President and Chief Operating Officer); and (ii) our Senior Vice President, Chief Administrative Officer, Chief Legal Officer and Corporate Secretary. Included in the $1.2 million and $2.5 million recognized during the three and six months ended June 30, 2017 in COAC consulting fees, was $0.7 million and $1.5 million of administrative expense related to these two COAC individuals for the three months and six months ended June 30, 2017 , respectively. Included in the $1.4 million and $3.2 million recognized during the three and six months ended June 24, 2016 in COAC consulting fees, was $0.7 million and $1.3 million of administrative expense related to seconded COAC employees for the three and six months ended June 24, 2016 , respectively. The New Senior Credit Facility permits payments under the COAC Agreement or any transaction contemplated thereby not to exceed $6.0 million per fiscal year with respect to executives seconded from COAC and personnel of COAC that provide services to us at cost on a weekly, monthly or pro-rated basis. Certain members of executive management and board members of the Company and seconded COAC individuals may have agreements and conduct business with Cerberus and its affiliates for which they receive compensation. We recognize such compensation as an administrative expense in the consolidated financial statements. Joint Ventures and Variable Interest Entities We account for our investments in VIEs in accordance with ASC 810 - Consolidation . In cases where we have (i) the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses of the VIE that could potentially be significant or the right to receive benefits from the entity that could potentially be significant to the VIE, we consolidate the entity. We consolidated DIFZ based on the aforementioned criteria. Alternatively, in cases where all of the aforementioned criteria are not met, the investment is accounted for under the equity method. As of June 30, 2017 , we accounted for Partnership for Temporary Housing LLC (“PaTH”), Babcock DynCorp Limited (“Babcock”) and Global Linguist Solutions (“GLS”) as equity method investments. We present our share of the PaTH and GLS earnings in Earnings from equity method investees as these joint ventures are considered operationally integral. Alternatively, we present our share of the Babcock earnings in Other income, net as it is not considered operationally integral. Receivables due from our unconsolidated joint ventures totaled $0.1 million and $0.1 million as of June 30, 2017 and December 31, 2016 , 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. We did not earn revenue from services provided to our unconsolidated joint ventures during the three and six months ended June 30, 2017 and June 24, 2016 , respectively. The related cost of services was $0.2 million and $0.4 million during the three and six months ended June 30, 2017 and $0.1 million and $0.3 million during the three and six months ended June 24, 2016 , respectively. Additionally, we earned $0.0 million and $0.1 million in equity method income (includes operationally integral and non-integral income) during the three and six months ended June 30, 2017 and $0.3 million and $0.7 million in equity method income during the three and six months ended June 24, 2016 , respectively. GLS’ revenue was $8.0 million and $15.9 million during the three and six months ended June 30, 2017 , respectively, and $11.2 million and $21.1 million during the three and six months ended June 24, 2016 . GLS’ operating and net loss was $1.4 million and $2.5 million during the three and six months ended June 30, 2017 , and $0.7 million and $1.5 million during the three and six months ended June 24, 2016 , respectively. We currently hold one promissory note included in Other assets on our consolidated balance sheet from Palm Trading Investment Corp, which had an aggregate initial value of $9.2 million . The loan balance outstanding was $2.1 million and $2.2 million as of June 30, 2017 and December 31, 2016 , respectively, reflecting the initial value plus accrued interest, less non-cash dividend payments against the promissory note. The fair value of the note receivable is not materially different from its carrying value. As discussed above and in accordance with ASC 810 - Consolidation , we consolidate DIFZ. The following tables present selected financial information for DIFZ as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and June 24, 2016 : As Of (Amounts in millions) June 30, 2017 December 31, 2016 Assets $ 7.5 $ 4.2 Liabilities 4.0 1.1 Three Months Ended Six Months Ended (Amounts in millions) June 30, 2017 June 24, 2016 June 30, 2017 June 24, 2016 Revenue $ 43.6 $ 45.9 $ 84.5 $ 85.7 The following tables present selected financial information for our equity method investees as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and June 24, 2016 : As Of (Amounts in millions) June 30, 2017 December 31, 2016 Current assets $ 28.0 $ 27.7 Total assets 28.3 29.3 Current liabilities 12.5 10.1 Total liabilities 12.5 10.1 Three Months Ended Six Months Ended (Amounts in millions) June 30, 2017 June 24, 2016 June 30, 2017 June 24, 2016 Revenue $ 8.3 $ 22.5 $ 16.6 $ 37.4 Gross profit (1.2 ) 1.0 (2.9 ) 1.5 Net income (1.2 ) 1.0 (2.7 ) 0.8 Many of our joint ventures and VIEs only perform on a single contract. The modification or termination of a contract under a joint venture or VIE could trigger an impairment in the fair value of our investment in these entities. In the aggregate, our maximum exposure to losses as a result of our investment consists of our (i) $7.9 million investment in unconsolidated joint ventures, (ii) $0.1 million in receivables from our unconsolidated joint ventures, (iii) $2.1 million note receivable from Palm Trading Investment Corp. and (iv) contingent liabilities that were neither probable nor reasonably estimable as of June 30, 2017 . |
Consolidating Financial Stateme
Consolidating Financial Statements of Subsidiary Guarantors | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidating Financial Statements of Subsidiary Guarantors | Consolidating Financial Statements of Subsidiary Guarantors The New Notes issued by DynCorp International Inc. ("Subsidiary Issuer"), the New Senior Credit Facility and the term loan under the Third Lien Credit Agreement are fully and unconditionally guaranteed, jointly and severally, by the Company ("Parent") and the following 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, Casals & Associates, Inc., Culpeper National Security Solutions LLC, and Highground Global, Inc. ("Subsidiary Guarantors"). Each of the Subsidiary Issuer and the Subsidiary Guarantors is 100% owned by the Company. Under the Indenture governing the New Notes, a guarantee of a Subsidiary Guarantor would 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 June 30, 2017 and December 31, 2016 , (ii) unaudited condensed consolidating statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2017 and June 24, 2016 , (iii) unaudited condensed consolidating statements of cash flows for the six months ended June 30, 2017 and June 24, 2016 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 New Notes. Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Operations Information For the Three Months Ended June 30, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Revenue $ — $ — $ 478,247 $ 50,193 $ (54,152 ) $ 474,288 Cost of services — — (414,347 ) (49,449 ) 54,144 (409,652 ) Selling, general and administrative expenses — — (27,074 ) (100 ) 6 (27,168 ) Depreciation and amortization expense — — (8,417 ) (175 ) 3 (8,589 ) Earnings from equity method investees — — 10 — — 10 Operating income — — 28,419 469 1 28,889 Interest expense — (17,058 ) (706 ) — — (17,764 ) Loss on early extinguishment of debt — (24 ) — — — (24 ) Interest income — — 16 3 — 19 Equity in income of consolidated subsidiaries 5,676 16,779 190 — (22,645 ) — Other income, net — — 111 33 — 144 Income (loss) before income taxes 5,676 (303 ) 28,030 505 (22,644 ) 11,264 Benefit (provision) for income taxes — 5,979 (11,252 ) (27 ) — (5,300 ) Net income 5,676 5,676 16,778 478 (22,644 ) 5,964 Noncontrolling interests — — — (288 ) — (288 ) Net income attributable to Delta Tucker Holdings, Inc. $ 5,676 $ 5,676 $ 16,778 $ 190 $ (22,644 ) $ 5,676 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Operations Information For the Three Months Ended June 24, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Revenue $ — $ — $ 454,412 $ 51,980 $ (55,425 ) $ 450,967 Cost of services — — (414,335 ) (51,437 ) 55,411 (410,361 ) Selling, general and administrative expenses — — (36,927 ) (44 ) 12 (36,959 ) Depreciation and amortization expense — — (8,737 ) (176 ) 2 (8,911 ) Earnings from equity method investees — — 335 — — 335 Operating (loss) income — — (5,252 ) 323 — (4,929 ) Interest expense — (16,762 ) (698 ) — — (17,460 ) Loss on early extinguishment of debt — (328 ) — — — (328 ) Interest income — — 20 2 — 22 Equity in loss of consolidated subsidiaries (25,121 ) (14,013 ) (97 ) — 39,231 — Other income (loss), net — — 4,690 (79 ) — 4,611 (Loss) income before income taxes (25,121 ) (31,103 ) (1,337 ) 246 39,231 (18,084 ) Benefit (provision) for income taxes — 5,982 (12,676 ) (35 ) — (6,729 ) Net (loss) income (25,121 ) (25,121 ) (14,013 ) 211 39,231 (24,813 ) Noncontrolling interests — — — (308 ) — (308 ) Net loss attributable to Delta Tucker Holdings, Inc. $ (25,121 ) $ (25,121 ) $ (14,013 ) $ (97 ) $ 39,231 $ (25,121 ) Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Operations Information For the Six Months Ended June 30, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Revenue $ — $ — $ 941,520 $ 96,622 $ (103,983 ) $ 934,159 Cost of services — — (817,578 ) (95,516 ) 103,966 (809,128 ) Selling, general and administrative expenses — — (58,698 ) (200 ) 12 (58,886 ) Depreciation and amortization expense — — (16,802 ) (348 ) 6 (17,144 ) Earnings from equity method investees — — 52 — — 52 Operating income — — 48,494 558 1 49,053 Interest expense — (34,811 ) (1,668 ) — — (36,479 ) Loss on early extinguishment of debt — (24 ) — — — (24 ) Interest income — — 21 3 — 24 Equity in income of consolidated subsidiaries 5,189 27,833 77 — (33,099 ) — Other income, net — — 1,444 73 — 1,517 Income (loss) before income taxes 5,189 (7,002 ) 48,368 634 (33,098 ) 14,091 Benefit (provision) for income taxes — 12,191 (20,536 ) 6 — (8,339 ) Net income 5,189 5,189 27,832 640 (33,098 ) 5,752 Noncontrolling interests — — — (563 ) — (563 ) Net income attributable to Delta Tucker Holdings, Inc. $ 5,189 $ 5,189 $ 27,832 $ 77 $ (33,098 ) $ 5,189 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Operations Information For the Six Months Ended June 24, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Revenue $ — $ — $ 877,839 $ 96,798 $ (103,680 ) $ 870,957 Cost of services — — (790,113 ) (96,396 ) 103,650 (782,859 ) Selling, general and administrative expenses — — (71,009 ) (65 ) 26 (71,048 ) Depreciation and amortization expense — — (16,862 ) (345 ) 4 (17,203 ) Earnings from equity method investees — — 702 — — 702 Operating income (loss) — — 557 (8 ) — 549 Interest expense — (32,040 ) (1,387 ) — — (33,427 ) Loss on early extinguishment of debt — (328 ) — — — (328 ) Interest income — — 79 3 — 82 Equity in loss of consolidated subsidiaries (39,881 ) (18,842 ) (644 ) — 59,367 — Other income (expense), net — — 5,049 (86 ) — 4,963 (Loss) income before income taxes (39,881 ) (51,210 ) 3,654 (91 ) 59,367 (28,161 ) Benefit (provision) for income taxes — 11,329 (22,496 ) (57 ) — (11,224 ) Net loss (39,881 ) (39,881 ) (18,842 ) (148 ) 59,367 (39,385 ) Noncontrolling interests — — — (496 ) — (496 ) Net loss attributable to Delta Tucker Holdings, Inc. $ (39,881 ) $ (39,881 ) $ (18,842 ) $ (644 ) $ 59,367 $ (39,881 ) Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Comprehensive Income Information For the Three Months Ended June 30, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net income $ 5,676 $ 5,676 $ 16,778 $ 478 $ (22,644 ) $ 5,964 Other comprehensive income, net of tax: Foreign currency translation adjustment 4 4 — 4 (8 ) 4 Other comprehensive income, before tax 4 4 — 4 (8 ) 4 Income tax expense related to items of other comprehensive income (2 ) (2 ) — (2 ) 4 (2 ) Other comprehensive income 2 2 — 2 (4 ) 2 Comprehensive income 5,678 5,678 16,778 480 (22,648 ) 5,966 Noncontrolling interests — — — (288 ) — (288 ) Comprehensive income attributable to Delta Tucker Holdings, Inc. $ 5,678 $ 5,678 $ 16,778 $ 192 $ (22,648 ) $ 5,678 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Comprehensive Loss Information For the Three Months Ended June 24, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net (loss) income $ (25,121 ) $ (25,121 ) $ (14,013 ) $ 211 $ 39,231 $ (24,813 ) Other comprehensive loss, net of tax: Foreign currency translation adjustment (1 ) (1 ) — (1 ) 2 (1 ) Other comprehensive loss, before tax (1 ) (1 ) — (1 ) 2 (1 ) Income tax benefit (provision) related to items of other comprehensive loss — — — — — — Other comprehensive loss (1 ) (1 ) — (1 ) 2 (1 ) Comprehensive (loss) income (25,122 ) (25,122 ) (14,013 ) 210 39,233 (24,814 ) Noncontrolling interests — — — (308 ) — (308 ) Comprehensive loss attributable to Delta Tucker Holdings, Inc. $ (25,122 ) $ (25,122 ) $ (14,013 ) $ (98 ) $ 39,233 $ (25,122 ) Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Comprehensive Income Information For the Six Months Ended June 30, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net income $ 5,189 $ 5,189 $ 27,832 $ 640 $ (33,098 ) $ 5,752 Other comprehensive income, net of tax: Foreign currency translation adjustment 16 16 — 16 (32 ) 16 Other comprehensive income, before tax 16 16 — 16 (32 ) 16 Income tax expense related to items of other comprehensive income (6 ) (6 ) — (6 ) 12 (6 ) Other comprehensive income 10 10 — 10 (20 ) 10 Comprehensive income 5,199 5,199 27,832 650 (33,118 ) 5,762 Noncontrolling interests — — — (563 ) — (563 ) Comprehensive income attributable to Delta Tucker Holdings, Inc. $ 5,199 $ 5,199 $ 27,832 $ 87 $ (33,118 ) $ 5,199 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Comprehensive Loss Information For the Six Months Ended June 24, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net loss $ (39,881 ) $ (39,881 ) $ (18,842 ) $ (148 ) $ 59,367 $ (39,385 ) Other comprehensive loss, net of tax: Foreign currency translation adjustment 2 2 — 2 (4 ) 2 Other comprehensive loss, before tax 2 2 — 2 (4 ) 2 Income tax benefit related to items of other comprehensive loss (1 ) (1 ) — (1 ) 2 (1 ) Other comprehensive loss 1 1 — 1 (2 ) 1 Comprehensive loss (39,880 ) (39,880 ) (18,842 ) (147 ) 59,365 (39,384 ) Noncontrolling interests — — — (496 ) — (496 ) Comprehensive loss attributable to Delta Tucker Holdings, Inc. $ (39,880 ) $ (39,880 ) $ (18,842 ) $ (643 ) $ 59,365 $ (39,880 ) Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Balance Sheet Information June 30, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ — $ 87,517 $ 11,393 $ — $ 98,910 Accounts receivable, net — — 326,481 3,046 (6,607 ) 322,920 Intercompany receivables — — 184,005 12,459 (196,464 ) — Prepaid expenses and other current assets — — 51,332 2,275 164 53,771 Total current assets — — 649,335 29,173 (202,907 ) 475,601 Property and equipment, net — — 16,226 715 — 16,941 Goodwill — — 9,694 32,399 — 42,093 Tradenames, net — — 28,536 — — 28,536 Other intangibles, net — — 68,345 — — 68,345 Investment in subsidiaries — 565,164 54,644 — (619,808 ) — Other assets, net — — 10,838 3,169 — 14,007 Total assets $ — $ 565,164 $ 837,618 $ 65,456 $ (822,715 ) $ 645,523 LIABILITIES & DEFICIT Current liabilities: Current portion of long-term debt $ — $ 20,950 $ — $ — $ — $ 20,950 Accounts payable — — 72,551 3,057 (2,054 ) 73,554 Accrued payroll and employee costs — — 79,649 1,749 — 81,398 Intercompany payables 45,085 138,920 12,459 — (196,464 ) — Deferred income taxes — — — 28 (28 ) — Accrued liabilities 176,297 28,214 63,062 5,978 (180,508 ) 93,043 Income taxes payable — — 12,638 — (150 ) 12,488 Total current liabilities 221,382 188,084 240,359 10,812 (379,204 ) 281,433 Long-term debt — 553,377 — — — 553,377 Long-term deferred taxes — — 15,061 — — 15,061 Other long-term liabilities — — 11,560 — — 11,560 Noncontrolling interests — — 5,474 — — 5,474 (Deficit) equity (221,382 ) (176,297 ) 565,164 54,644 (443,511 ) (221,382 ) Total liabilities and deficit $ — $ 565,164 $ 837,618 $ 65,456 $ (822,715 ) $ 645,523 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Balance Sheet Information December 31, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ — $ 106,416 $ 11,802 $ — $ 118,218 Restricted cash — 6,944 720 — — 7,664 Accounts receivable, net — — 304,729 2,525 (6,999 ) 300,255 Intercompany receivables — — 183,587 9,827 (193,414 ) — Prepaid expenses and other current assets — — 63,776 2,516 (598 ) 65,694 Total current assets — 6,944 659,228 26,670 (201,011 ) 491,831 Property and equipment, net — — 15,788 848 — 16,636 Goodwill — — 9,694 32,399 — 42,093 Tradenames, net — — 28,536 — — 28,536 Other intangibles, net — — 84,069 — — 84,069 Investment in subsidiaries — 572,176 54,538 — (626,714 ) — Other assets, net — — 10,575 2,797 — 13,372 Total assets $ — $ 579,120 $ 862,428 $ 62,714 $ (827,725 ) $ 676,537 LIABILITIES & DEFICIT Current liabilities: Current portion of long-term debt $ — $ 62,843 $ — $ — $ — $ 62,843 Accounts payable — — 67,287 3,859 (1,404 ) 69,742 Accrued payroll and employee costs — — 92,036 3,544 — 95,580 Intercompany payables 45,086 138,501 9,827 — (193,414 ) — Deferred income taxes — — — 26 (26 ) — Accrued liabilities 222,306 30,469 78,926 747 (228,370 ) 104,078 Income taxes payable — — 9,406 — (103 ) 9,303 Total current liabilities 267,392 231,813 257,482 8,176 (423,317 ) 341,546 Long-term debt — 569,613 — — — 569,613 Long-term deferred taxes — — 14,825 — — 14,825 Other long-term liabilities — — 12,490 — — 12,490 Noncontrolling interests — — 5,455 — — 5,455 (Deficit) Equity (267,392 ) (222,306 ) 572,176 54,538 (404,408 ) (267,392 ) Total liabilities and deficit $ — $ 579,120 $ 862,428 $ 62,714 $ (827,725 ) $ 676,537 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Cash Flow Information For the Six Months Ended June 30, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ 16,160 $ (18,293 ) $ 2,580 $ (180 ) $ 267 Cash flows from investing activities: Purchase of property and equipment — — (2,674 ) — — (2,674 ) Proceeds from sale of property, plant and equipment — — 536 — — 536 Purchase of software — — (400 ) — — (400 ) Cash restricted from Cerberus 3L Notes — 7,057 — — — 7,057 Return of capital from equity method investees — — 1,769 — — 1,769 Contributions to equity method investees — — (2,050 ) — — (2,050 ) Contribution to subsidiary (40,599 ) — — — 40,599 — Transfers to affiliates — — (417 ) (2,630 ) 3,047 — Net cash (used in) provided by investing activities (40,599 ) 7,057 (3,236 ) (2,630 ) 43,646 4,238 Cash flows from financing activities: Payments on senior secured credit facility — (25,114 ) — — — (25,114 ) Payment to bondholders of senior unsecured notes — (39,319 ) — — — (39,319 ) Equity contribution from Parent — 40,599 — — (40,599 ) — Equity contribution from affiliates of Cerberus 40,599 200 — — — 40,799 Payments of dividends to noncontrolling interests — — — (359 ) 180 (179 ) Net transfers from/ Parent/subsidiary — 417 2,630 — (3,047 ) — Net cash provided by (used in) financing activities 40,599 (23,217 ) 2,630 (359 ) (43,466 ) (23,813 ) Net decrease in cash and cash equivalents — — (18,899 ) (409 ) — (19,308 ) Cash and cash equivalents, beginning of period — — 106,416 11,802 — 118,218 Cash and cash equivalents, end of period $ — $ — $ 87,517 $ 11,393 $ — $ 98,910 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Cash Flow Information For The Six Months Ended June 24, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 2,119 $ 45,981 $ (15,849 ) $ (4,098 ) $ (530 ) $ 27,623 Cash flows from investing activities: Purchase of property and equipment — — (1,858 ) (24 ) — (1,882 ) Proceeds from sale of property, plant and equipment — — 799 — — 799 Purchase of software — — (1,417 ) — — (1,417 ) Cash restricted from Cerberus 3L Notes — (20,242 ) — — — (20,242 ) Return of capital from equity method investees — — 1,104 — — 1,104 Contributions to equity method investees — — (4,056 ) — — (4,056 ) Transfers from affiliates — — 13,938 15,787 (29,725 ) — Net cash (used in) provided by investing activities — (20,242 ) 8,510 15,763 (29,725 ) (25,694 ) Cash flows from financing activities: Borrowings on revolving credit facilities — 18,000 — — — 18,000 Payments on revolving credit facilities — (18,000 ) — — — (18,000 ) Payments on senior secured credit facility — (187,272 ) — — — (187,272 ) Borrowing under new senior credit facility — 192,882 — — — 192,882 Borrowing under Cerberus 3L notes — 30,000 — — — 30,000 Payment to bondholders for Exchange Offer — (45,000 ) — — — (45,000 ) Payments of deferred financing costs — (4,878 ) — — — (4,878 ) Equity contributions from affiliates of Cerberus — 350 — — — 350 Payments of dividends to Parent — — — (1,058 ) 529 (529 ) Net transfers to Parent/subsidiary (2,119 ) (11,821 ) (15,786 ) — 29,726 — Net cash used in financing activities (2,119 ) (25,739 ) (15,786 ) (1,058 ) 30,255 (14,447 ) Net (decrease) increase in cash and cash equivalents — — (23,125 ) 10,607 — (12,518 ) Cash and cash equivalents, beginning of period — — 95,365 13,417 — 108,782 Cash and cash equivalents, end of period $ — $ — $ 72,240 $ 24,024 $ — $ 96,264 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company evaluated potential subsequent events occurring after the period end date through the date the financial statements were issued and concluded that there were no material subsequent events for the quarter ended June 30, 2017 , except as disclosed within the Notes to the unaudited condensed consolidated financial statements. |
Basis of Presentation and Acc20
Basis of Presentation and Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Delta Tucker Holdings, Inc. ("Holdings"), the parent of DynCorp International Inc. ("DynCorp International"), through its subsidiaries (together, "the Company"), provides defense and technical services and government outsourced solutions primarily to U.S. government agencies domestically and internationally. The Company was incorporated in the state of Delaware on April 1, 2010. Our customers include the DoD, the U.S. Department of State ("DoS"), the U.S. Agency for International Development ("USAID"), foreign governments, commercial customers and certain other U.S. federal, state and local government departments and agencies. Unless the context otherwise indicates, references herein to "we," "our," "us," or "the Company" refer to Delta Tucker Holdings, Inc. and our consolidated subsidiaries. The unaudited condensed consolidated financial statements include the accounts of the Company and our domestic and foreign subsidiaries. These unaudited condensed consolidated financial statements have been prepared pursuant to accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that all disclosures are adequate and do not make the information presented misleading. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . In the opinion of management, normal recurring adjustments necessary to fairly present our financial position as of June 30, 2017 and December 31, 2016 , the results of operations and statements of comprehensive income (loss) for the three and six months ended June 30, 2017 and June 24, 2016 and the statements of deficit and cash flows for the six months ended June 30, 2017 and June 24, 2016 have been included. The results of operations and statements of comprehensive income (loss) for the three and six months ended June 30, 2017 and June 24, 2016 and the statements of deficit and cash flows for the six months ended June 30, 2017 and June 24, 2016 are not necessarily indicative of the results to be expected for the full calendar year or for any future periods. We use estimates and assumptions required for preparation of the financial statements. The estimates are primarily based on historical experience and business knowledge and are revised as circumstances change. Our actual results may differ from these estimates. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of both our domestic and foreign subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The Company has investments in joint ventures that are variable interest entities ("VIEs"). The VIE investments are accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810 — Consolidation . In cases where the Company has (i) the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses of the VIE that could potentially be significant or the right to receive benefits from the entity that could potentially be significant to the VIE, the Company consolidates the entity. Alternatively, in cases where all of the aforementioned criteria are not met, the investment is accounted for under the equity method. We classify our equity method investees in two distinct groups based on management’s day-to-day involvement in the operations of each entity and the nature of each joint venture’s business. If the joint venture is deemed to be an extension of one of our segments and operationally integral to the business, our share of the joint venture’s earnings is reported within operating income (loss) in Earnings from equity method investees in the consolidated statement of operations. If the Company considers our involvement less significant, the share of the joint venture’s net earnings is reported in Other income, net in the consolidated statement of operations. Noncontrolling Interests We record the impact of our partners' interests in less than wholly owned consolidated joint ventures as noncontrolling interests. Currently, DynCorp International FZ-LLC ("DIFZ") is our only consolidated joint venture for which we do not own 100% of the entity. We hold a 25% ownership interest in DIFZ. We continue to consolidate DIFZ as we still exercise power over activities that significantly impact DIFZ’s economic performance and have the obligation to absorb losses or receive benefits of DIFZ that could potentially be significant to DIFZ. Noncontrolling interests is presented on the face of the statements of operations as an increase or reduction in arriving at "Net income (loss) attributable to Delta Tucker Holdings, Inc." Noncontrolling interests is located in the equity section on the consolidated balance sheets. See Note 10 for further discussion regarding DIFZ. |
Use of Estimates | Use of Estimates The preparation of the financial statements requires us to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Our estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the consolidated statements of operations in the period that they are determined. Changes in contract estimates related to certain types of contracts accounted for using the percentage of completion method of accounting are recognized in the period in which such changes are made for the inception-to-date effect of the changes. Changes in these estimates can occur over the life of a contract for a variety of reasons, including changes in scope, estimated incentive or award fees, cost estimates, level of effort and/or other assumptions impacting revenue or cost to perform a contract. The gross favorable and unfavorable adjustments below reflect these changes in contract estimates during each reporting period, excluding new or completed contracts where no comparative estimates exist between reporting periods. |
Accounting Policies | Accounting Policies There have been no material changes to our significant accounting policies from those described in our Annual Report on Form 10-K for the year ended December 31, 2016 , except as described below. |
Recently Adopted Accounting Developments and Recently Issued Accounting Developments | Recently Adopted Accounting Standards In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory . ASU 2015-11 requires an entity who measures inventory using FIFO or average cost to measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs. The update is effective for fiscal years beginning after December 15, 2016 and interim periods within fiscal years beginning after December 15, 2016 and applied prospectively. Early adoption is permitted, including adoption in an interim period. The Company adopted ASU 2015-11 on a prospective basis during the first quarter of calendar year 2017. The adoption of this guidance did not have a material impact on our consolidated financial statements or disclosures. In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting . ASU 2016-07 simplifies the equity method by eliminating the requirement to apply it retrospectively to an investment that subsequently qualifies for such accounting as a result of an increase in the level of ownership interest or degree of influence. The amendments are effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016 and applied prospectively. Early adoption is permitted. The Company adopted ASU 2016-17 during the first quarter of calendar year 2017. The adoption of this guidance did not have a material impact on our consolidated financial statements or disclosures. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. ASU 2017-01 is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company elected to early adopt ASU 2017-01 during the first quarter of calendar year 2017. The adoption of this guidance did not have a material impact on our consolidated financial statements or disclosures. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which eliminates Step 2 from the goodwill impairment test. ASU 2017-04 modifies the concept of goodwill impairment to represent the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for goodwill impairment testing for interim and annual periods beginning after December 15, 2019, and requires a prospective transition. Early adoption is permitted for interim and annual goodwill impairment tests performed after January 1, 2017. The Company elected to early adopt ASU 2017-04 on a prospective basis during the first quarter of calendar year 2017. The adoption of this guidance did not have a material impact on our consolidated financial statements. Recently Issued Accounting Developments In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which outlines a single set of comprehensive principles for recognizing revenue under GAAP. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which deferred the effective date of ASU 2014-09 by one year for all entities and permits early adoption on a limited basis. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) . ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing . ASU 2016-10 clarifies the implementation guidance on identifying performance obligations. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients . ASU 2016-12 clarifies the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. ASU 2016-20 provides clarifying guidance on a number of narrow technical aspects of Topic 606. ASU 2016-20 clarifications include, but are not limited to, technical aspects of disclosures, contract losses, and contract costs. These ASUs apply to all entities that enter into contracts with customers to transfer goods or services. These ASUs are effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but not before interim and annual reporting periods beginning after December 15, 2016. Entities have the choice to apply these ASUs either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying these standards at the date of initial application and not adjusting comparative information. The implementation of this new standard will impact our business processes, systems and controls. Accordingly we have commenced our assessment of the standard and have developed a comprehensive project plan and are designing additional internal controls, including internal controls around the adoption of ASU 2014-09 and its related disclosures, to guide the assessment, training and implementation. We plan to adopt the standard as of January 1, 2018 under the modified retrospective approach with the cumulative effect of adoption recorded as an adjustment to the opening balance of equity as of that date without restatement of comparative periods. We are in the process of assessing the impact to our results of operations across our portfolio of contracts. In February 2016, the FASB issued ASU No. 2016-02, Leases . The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases . ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. Entities are required to adopt ASU 2016-02 using a modified retrospective approach, subject to certain optional practice expedients, and apply the provisions of ASU 2016-02 to leasing arrangements existing at or entered into after the earliest comparative period presented in the financial statements. We are currently evaluating the potential effects of the adoption of ASU 2016-02 on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this update replace the existing incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments are effective for annual reporting periods, and interim periods therein, beginning after December 15, 2019 and applied using a prospective transition approach for debt securities for which an other-than-temporary impairment had been recognized before the effective date. We are currently evaluating the potential effects of the adoption of ASU 2016-13 on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 provides guidance on how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard is intended to reduce current diversity in practice. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 and will require a retrospective approach. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the potential effects of the adoption of ASU 2016-15 on our consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-16, Accounting for Income Taxes: Intra-entity Asset Transfers of Assets Other than Inventory , which requires that an entity recognize the tax expense from the sale of intra-entity sales of assets, other than inventory, in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. ASU 2016-16 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017 and should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the potential effects of the adoption of ASU 2016-16 on our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. ASU 2016-18 clarifies the guidance on the cash flow classification and presentation of changes in restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flow. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 and will be applied using a retrospective transition method to each period presented. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the potential effects of the adoption of ASU 2016-18 on our consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . ASU 2017-09 clarifies when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017, including interim periods therein, and should be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the potential effects of the adoption of ASU 2017-09 on our consolidated financial statements. Other accounting standards updates effective after June 30, 2017 are not expected to have a material effect on our consolidated financial position or results of operations and cash flows for the period ended June 30, 2017 . |
Basis of Presentation and Acc21
Basis of Presentation and Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Aggregate gross favorable and unfavorable adjustments to income before income taxes | The following table presents the aggregate gross favorable and unfavorable adjustments to income (loss) before income taxes resulting from changes in contract estimates, for the three and six months ended June 30, 2017 and June 24, 2016 . Three Months Ended Six Months Ended (Amounts in millions) June 30, 2017 June 24, 2016 June 30, 2017 June 24, 2016 Gross favorable adjustments $ 10.0 $ 8.1 $ 17.3 $ 7.8 Gross unfavorable adjustments (3.4 ) (13.2 ) (3.2 ) (13.5 ) Net adjustments $ 6.6 $ (5.1 ) $ 14.1 $ (5.7 ) |
Composition of Certain Financ22
Composition of Certain Financial Statement Captions (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Prepaid expenses and other current assets | The following tables present financial information of certain consolidated balance sheet captions. Prepaid expenses and other current assets As Of (Amounts in thousands) June 30, 2017 December 31, 2016 Prepaid expenses $ 29,393 $ 39,895 Income tax refunds receivable 228 — Inventories 20,503 18,451 Work-in-process inventory 523 164 Joint venture receivables 31 84 Other current assets 3,093 7,100 Total prepaid expenses and other current assets $ 53,771 $ 65,694 |
Property, plant and equipment | Property and equipment, net As Of (Amounts in thousands) June 30, 2017 December 31, 2016 Aircraft $ 3,672 $ 2,997 Computers and related equipment 7,902 7,161 Leasehold improvements 21,577 20,934 Office furniture and fixtures 5,490 5,499 Vehicles 3,344 3,430 Gross property and equipment 41,985 40,021 Less accumulated depreciation (25,044 ) (23,385 ) Total property and equipment, net $ 16,941 $ 16,636 |
Other assets, net | Other assets, net As Of (Amounts in thousands) June 30, 2017 December 31, 2016 Investment in affiliates $ 7,937 $ 7,825 Palm promissory note, long-term portion 1,961 2,034 Other 4,109 3,513 Total other assets, net $ 14,007 $ 13,372 |
Accrued payroll and employee costs | Accrued payroll and employee costs As Of (Amounts in thousands) June 30, 2017 December 31, 2016 Wages, compensation and other benefits $ 65,712 $ 82,062 Accrued vacation 14,530 12,462 Accrued contributions to employee benefit plans 1,156 1,056 Total accrued payroll and employee costs $ 81,398 $ 95,580 |
Accrued liabilities | Accrued liabilities As Of (Amounts in thousands) June 30, 2017 December 31, 2016 Customer liabilities $ 20,222 $ 20,762 Accrued insurance 27,465 26,201 Accrued interest 23,972 25,807 Contract losses 4,348 10,912 Legal reserves 4,335 4,597 Subcontractor retention — 250 Other 12,701 15,549 Total accrued liabilities $ 93,043 $ 104,078 |
Goodwill and Other Intangible23
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Information about changes relating to certain intangible assets | The following tables provide information about changes relating to certain intangible assets: As of June 30, 2017 (Amounts in thousands, except years) Weighted Average Remaining Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Other intangible assets: Customer-related intangible assets 2.5 $ 252,615 $ (187,510 ) $ 65,105 Other Finite-lived 1.0 14,205 (10,965 ) 3,240 Total other intangibles $ 266,820 $ (198,475 ) $ 68,345 Tradenames: Finite-lived 0.0 $ 869 $ (869 ) $ — Indefinite-lived 28,536 — 28,536 Total tradenames $ 29,405 $ (869 ) $ 28,536 As of December 31, 2016 (Amounts in thousands, except years) Weighted Gross Accumulated Net Other intangible assets: Customer-related intangible assets 3.0 $ 252,615 $ (172,242 ) $ 80,373 Other Finite-lived 1.0 14,238 (10,542 ) 3,696 Total other intangibles $ 266,853 $ (182,784 ) $ 84,069 Tradenames: Finite-lived 0.0 $ 869 $ (869 ) $ — Indefinite-lived 28,536 — 28,536 Total tradenames $ 29,405 $ (869 ) $ 28,536 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Domestic and foreign components of income (loss) before income taxes | The domestic and foreign components of Income (loss) before income taxes are as follows: Three Months Ended Six Months Ended (Amounts in thousands) June 30, 2017 June 24, 2016 June 30, 2017 June 24, 2016 Domestic $ 9,442 $ (19,469 ) $ 12,226 $ (30,061 ) Foreign 1,822 1,385 1,865 1,900 Income (loss) before income taxes $ 11,264 $ (18,084 ) $ 14,091 $ (28,161 ) |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Receivables [Abstract] | |
Accounts receivable, net | Accounts receivable, net consisted of the following: As Of (Amounts in thousands) June 30, 2017 December 31, 2016 Billed $ 121,135 $ 93,409 Unbilled 201,785 206,846 Total accounts receivable, net $ 322,920 $ 300,255 |
Fair Value of Financial Asset26
Fair Value of Financial Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Estimate of fair value of long-term debt based on quoted prices in active markets | We used the following techniques in determining the fair value disclosed for the Cerberus 3L Notes classified as Level 3. The fair value as of June 30, 2017 has been calculated by discounting the expected cash flows using a discount rate of 10.4% . This discount rate is determined using the Moody's credit rating for the New Notes and reducing the rating one level lower for the Cerberus 3L Notes as they are subordinated to the New Notes. As Of June 30, 2017 December 31, 2016 (Amounts in thousands) Carrying Amount Fair Value Carrying Amount Fair Value 10.375% senior unsecured notes $ — $ — $ 39,319 $ 37,132 11.875% senior secured second lien notes 376,185 390,292 373,385 343,282 Term loan 182,286 182,286 207,400 200,141 Cerberus 3L notes 31,616 19,844 30,831 9,624 Total indebtedness 590,087 592,422 650,935 590,179 Less current portion of long-term debt (22,500 ) (22,500 ) (64,433 ) (61,367 ) Total long-term debt $ 567,587 $ 569,922 $ 586,502 $ 528,812 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Debt consisted of the following: As of June 30, 2017 (Amounts in thousands) Carrying Amount Original Issue Discount on Term Loan Deferred Financing Costs, Net Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net 11.875% senior secured second lien notes $ 376,185 $ — $ (1,380 ) $ 374,805 Term loan 182,286 (10,798 ) (3,506 ) 167,982 Cerberus 3L notes 31,616 — (76 ) 31,540 Total indebtedness 590,087 (10,798 ) (4,962 ) 574,327 Less current portion of long-term debt (22,500 ) 1,332 218 (20,950 ) Total long-term debt $ 567,587 $ (9,466 ) $ (4,744 ) $ 553,377 As of December 31, 2016 (Amounts in thousands) Carrying Amount Original Issue Discount on Term Loan Deferred Financing Costs, Net Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net 10.375% senior unsecured notes $ 39,319 $ — $ — $ 39,319 11.875% senior secured second lien notes 373,385 (1,581 ) 371,804 Term loan 207,400 (12,570 ) (4,248 ) 190,582 Cerberus 3L notes 30,831 (80 ) 30,751 Total indebtedness 650,935 (12,570 ) (5,909 ) 632,456 Less current portion of long-term debt (64,433 ) 1,364 226 (62,843 ) Total long-term debt $ 586,502 $ (11,206 ) $ (5,683 ) $ 569,613 |
Schedule of debt redemption prices | On and after July 1, 2017 , the New Notes are redeemable at the option of the Company, in whole or in part, at any time and from time to time, upon not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid cash interest, if any, together with an amount of cash equal to all accrued and unpaid PIK Interest to but excluding the redemption date: Period Redemption Price July 1, 2017 through June 30, 2018 106.00 % July 1, 2018 through June 30, 2019 103.00 % July 1, 2019 and thereafter 100.00 % |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Summary of the financial information of the reportable segments reconciled | The following is a summary of the financial information of the reportable segments reconciled to the amounts reported in the condensed consolidated financial statements: Three Months Ended Six Months Ended (Amounts in thousands) June 30, 2017 June 24, 2016 June 30, 2017 June 24, 2016 Revenue AELS $ 138,326 $ 138,420 $ 272,431 $ 274,674 AOLC 151,948 160,227 305,790 312,482 DynLogistics 183,624 152,670 355,982 283,859 Headquarters / Other (1) 390 (350 ) (44 ) (58 ) Total revenue $ 474,288 $ 450,967 $ 934,159 $ 870,957 Operating income (loss) AELS $ 5,991 $ (10,151 ) $ 9,270 $ (8,400 ) AOLC 14,709 9,899 30,375 18,866 DynLogistics 23,799 15,942 41,299 25,878 Headquarters / Other (2) (15,610 ) (20,619 ) (31,891 ) (35,795 ) Total operating income (loss) $ 28,889 $ (4,929 ) $ 49,053 $ 549 Depreciation and amortization AELS $ 301 $ 157 $ 566 $ 287 AOLC 24 364 48 398 DynLogistics 197 60 336 122 Headquarters / Other 8,505 8,580 16,975 16,870 Total depreciation and amortization (3) $ 9,027 $ 9,161 $ 17,925 $ 17,677 (1) Headquarters revenue primarily represents revenue earned on shared services arrangements for general and administrative services provided to unconsolidated joint ventures and elimination of intercompany items between segments. (2) Headquarters operating expenses primarily relate to amortization of intangible assets and other costs that are not allocated to segments and are not billable to our U.S. government customers and Global Advisory Group costs, partially offset by equity method investee income. (3) Includes amounts included in Cost of services of $0.4 million and $0.8 million and for the three and six months ended June 30, 2017 , respectively, and $0.3 million and $0.5 million for the three and six months ended June 24, 2016 , respectively |
Schedule of assets allocation to segment | The following is a summary of the assets of the reportable segments reconciled to the amounts reported in the consolidated financial statements: As Of (Amounts in thousands) June 30, 2017 December 31, 2016 Assets AELS $ 130,741 $ 140,320 AOLC 137,977 133,096 DynLogistics 186,720 168,085 Headquarters / Other (1) 190,085 235,036 Total assets $ 645,523 $ 676,537 (1) Assets primarily include cash, investments in unconsolidated subsidiaries, and intangible assets (excluding goodwill). |
Related Parties, Joint Ventur29
Related Parties, Joint Ventures and Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Selected financial information for variable interest entities | The following tables present selected financial information for DIFZ as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and June 24, 2016 : As Of (Amounts in millions) June 30, 2017 December 31, 2016 Assets $ 7.5 $ 4.2 Liabilities 4.0 1.1 Three Months Ended Six Months Ended (Amounts in millions) June 30, 2017 June 24, 2016 June 30, 2017 June 24, 2016 Revenue $ 43.6 $ 45.9 $ 84.5 $ 85.7 |
Selected financial information for equity method investees | The following tables present selected financial information for our equity method investees as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and June 24, 2016 : As Of (Amounts in millions) June 30, 2017 December 31, 2016 Current assets $ 28.0 $ 27.7 Total assets 28.3 29.3 Current liabilities 12.5 10.1 Total liabilities 12.5 10.1 Three Months Ended Six Months Ended (Amounts in millions) June 30, 2017 June 24, 2016 June 30, 2017 June 24, 2016 Revenue $ 8.3 $ 22.5 $ 16.6 $ 37.4 Gross profit (1.2 ) 1.0 (2.9 ) 1.5 Net income (1.2 ) 1.0 (2.7 ) 0.8 |
Consolidating Financial State30
Consolidating Financial Statements of Subsidiary Guarantors (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Unaudited Condensed Consolidating Statement of Operations Information | Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Operations Information For the Three Months Ended June 30, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Revenue $ — $ — $ 478,247 $ 50,193 $ (54,152 ) $ 474,288 Cost of services — — (414,347 ) (49,449 ) 54,144 (409,652 ) Selling, general and administrative expenses — — (27,074 ) (100 ) 6 (27,168 ) Depreciation and amortization expense — — (8,417 ) (175 ) 3 (8,589 ) Earnings from equity method investees — — 10 — — 10 Operating income — — 28,419 469 1 28,889 Interest expense — (17,058 ) (706 ) — — (17,764 ) Loss on early extinguishment of debt — (24 ) — — — (24 ) Interest income — — 16 3 — 19 Equity in income of consolidated subsidiaries 5,676 16,779 190 — (22,645 ) — Other income, net — — 111 33 — 144 Income (loss) before income taxes 5,676 (303 ) 28,030 505 (22,644 ) 11,264 Benefit (provision) for income taxes — 5,979 (11,252 ) (27 ) — (5,300 ) Net income 5,676 5,676 16,778 478 (22,644 ) 5,964 Noncontrolling interests — — — (288 ) — (288 ) Net income attributable to Delta Tucker Holdings, Inc. $ 5,676 $ 5,676 $ 16,778 $ 190 $ (22,644 ) $ 5,676 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Operations Information For the Three Months Ended June 24, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Revenue $ — $ — $ 454,412 $ 51,980 $ (55,425 ) $ 450,967 Cost of services — — (414,335 ) (51,437 ) 55,411 (410,361 ) Selling, general and administrative expenses — — (36,927 ) (44 ) 12 (36,959 ) Depreciation and amortization expense — — (8,737 ) (176 ) 2 (8,911 ) Earnings from equity method investees — — 335 — — 335 Operating (loss) income — — (5,252 ) 323 — (4,929 ) Interest expense — (16,762 ) (698 ) — — (17,460 ) Loss on early extinguishment of debt — (328 ) — — — (328 ) Interest income — — 20 2 — 22 Equity in loss of consolidated subsidiaries (25,121 ) (14,013 ) (97 ) — 39,231 — Other income (loss), net — — 4,690 (79 ) — 4,611 (Loss) income before income taxes (25,121 ) (31,103 ) (1,337 ) 246 39,231 (18,084 ) Benefit (provision) for income taxes — 5,982 (12,676 ) (35 ) — (6,729 ) Net (loss) income (25,121 ) (25,121 ) (14,013 ) 211 39,231 (24,813 ) Noncontrolling interests — — — (308 ) — (308 ) Net loss attributable to Delta Tucker Holdings, Inc. $ (25,121 ) $ (25,121 ) $ (14,013 ) $ (97 ) $ 39,231 $ (25,121 ) Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Operations Information For the Six Months Ended June 30, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Revenue $ — $ — $ 941,520 $ 96,622 $ (103,983 ) $ 934,159 Cost of services — — (817,578 ) (95,516 ) 103,966 (809,128 ) Selling, general and administrative expenses — — (58,698 ) (200 ) 12 (58,886 ) Depreciation and amortization expense — — (16,802 ) (348 ) 6 (17,144 ) Earnings from equity method investees — — 52 — — 52 Operating income — — 48,494 558 1 49,053 Interest expense — (34,811 ) (1,668 ) — — (36,479 ) Loss on early extinguishment of debt — (24 ) — — — (24 ) Interest income — — 21 3 — 24 Equity in income of consolidated subsidiaries 5,189 27,833 77 — (33,099 ) — Other income, net — — 1,444 73 — 1,517 Income (loss) before income taxes 5,189 (7,002 ) 48,368 634 (33,098 ) 14,091 Benefit (provision) for income taxes — 12,191 (20,536 ) 6 — (8,339 ) Net income 5,189 5,189 27,832 640 (33,098 ) 5,752 Noncontrolling interests — — — (563 ) — (563 ) Net income attributable to Delta Tucker Holdings, Inc. $ 5,189 $ 5,189 $ 27,832 $ 77 $ (33,098 ) $ 5,189 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Operations Information For the Six Months Ended June 24, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Revenue $ — $ — $ 877,839 $ 96,798 $ (103,680 ) $ 870,957 Cost of services — — (790,113 ) (96,396 ) 103,650 (782,859 ) Selling, general and administrative expenses — — (71,009 ) (65 ) 26 (71,048 ) Depreciation and amortization expense — — (16,862 ) (345 ) 4 (17,203 ) Earnings from equity method investees — — 702 — — 702 Operating income (loss) — — 557 (8 ) — 549 Interest expense — (32,040 ) (1,387 ) — — (33,427 ) Loss on early extinguishment of debt — (328 ) — — — (328 ) Interest income — — 79 3 — 82 Equity in loss of consolidated subsidiaries (39,881 ) (18,842 ) (644 ) — 59,367 — Other income (expense), net — — 5,049 (86 ) — 4,963 (Loss) income before income taxes (39,881 ) (51,210 ) 3,654 (91 ) 59,367 (28,161 ) Benefit (provision) for income taxes — 11,329 (22,496 ) (57 ) — (11,224 ) Net loss (39,881 ) (39,881 ) (18,842 ) (148 ) 59,367 (39,385 ) Noncontrolling interests — — — (496 ) — (496 ) Net loss attributable to Delta Tucker Holdings, Inc. $ (39,881 ) $ (39,881 ) $ (18,842 ) $ (644 ) $ 59,367 $ (39,881 ) |
Unaudited Condensed Consolidating Statement of Comprehensive Income Information | Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Comprehensive Income Information For the Three Months Ended June 30, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net income $ 5,676 $ 5,676 $ 16,778 $ 478 $ (22,644 ) $ 5,964 Other comprehensive income, net of tax: Foreign currency translation adjustment 4 4 — 4 (8 ) 4 Other comprehensive income, before tax 4 4 — 4 (8 ) 4 Income tax expense related to items of other comprehensive income (2 ) (2 ) — (2 ) 4 (2 ) Other comprehensive income 2 2 — 2 (4 ) 2 Comprehensive income 5,678 5,678 16,778 480 (22,648 ) 5,966 Noncontrolling interests — — — (288 ) — (288 ) Comprehensive income attributable to Delta Tucker Holdings, Inc. $ 5,678 $ 5,678 $ 16,778 $ 192 $ (22,648 ) $ 5,678 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Comprehensive Loss Information For the Three Months Ended June 24, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net (loss) income $ (25,121 ) $ (25,121 ) $ (14,013 ) $ 211 $ 39,231 $ (24,813 ) Other comprehensive loss, net of tax: Foreign currency translation adjustment (1 ) (1 ) — (1 ) 2 (1 ) Other comprehensive loss, before tax (1 ) (1 ) — (1 ) 2 (1 ) Income tax benefit (provision) related to items of other comprehensive loss — — — — — — Other comprehensive loss (1 ) (1 ) — (1 ) 2 (1 ) Comprehensive (loss) income (25,122 ) (25,122 ) (14,013 ) 210 39,233 (24,814 ) Noncontrolling interests — — — (308 ) — (308 ) Comprehensive loss attributable to Delta Tucker Holdings, Inc. $ (25,122 ) $ (25,122 ) $ (14,013 ) $ (98 ) $ 39,233 $ (25,122 ) Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Comprehensive Income Information For the Six Months Ended June 30, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net income $ 5,189 $ 5,189 $ 27,832 $ 640 $ (33,098 ) $ 5,752 Other comprehensive income, net of tax: Foreign currency translation adjustment 16 16 — 16 (32 ) 16 Other comprehensive income, before tax 16 16 — 16 (32 ) 16 Income tax expense related to items of other comprehensive income (6 ) (6 ) — (6 ) 12 (6 ) Other comprehensive income 10 10 — 10 (20 ) 10 Comprehensive income 5,199 5,199 27,832 650 (33,118 ) 5,762 Noncontrolling interests — — — (563 ) — (563 ) Comprehensive income attributable to Delta Tucker Holdings, Inc. $ 5,199 $ 5,199 $ 27,832 $ 87 $ (33,118 ) $ 5,199 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Comprehensive Loss Information For the Six Months Ended June 24, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net loss $ (39,881 ) $ (39,881 ) $ (18,842 ) $ (148 ) $ 59,367 $ (39,385 ) Other comprehensive loss, net of tax: Foreign currency translation adjustment 2 2 — 2 (4 ) 2 Other comprehensive loss, before tax 2 2 — 2 (4 ) 2 Income tax benefit related to items of other comprehensive loss (1 ) (1 ) — (1 ) 2 (1 ) Other comprehensive loss 1 1 — 1 (2 ) 1 Comprehensive loss (39,880 ) (39,880 ) (18,842 ) (147 ) 59,365 (39,384 ) Noncontrolling interests — — — (496 ) — (496 ) Comprehensive loss attributable to Delta Tucker Holdings, Inc. $ (39,880 ) $ (39,880 ) $ (18,842 ) $ (643 ) $ 59,365 $ (39,880 ) |
Unaudited Condensed Consolidating Balance Sheet Information | Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Balance Sheet Information June 30, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ — $ 87,517 $ 11,393 $ — $ 98,910 Accounts receivable, net — — 326,481 3,046 (6,607 ) 322,920 Intercompany receivables — — 184,005 12,459 (196,464 ) — Prepaid expenses and other current assets — — 51,332 2,275 164 53,771 Total current assets — — 649,335 29,173 (202,907 ) 475,601 Property and equipment, net — — 16,226 715 — 16,941 Goodwill — — 9,694 32,399 — 42,093 Tradenames, net — — 28,536 — — 28,536 Other intangibles, net — — 68,345 — — 68,345 Investment in subsidiaries — 565,164 54,644 — (619,808 ) — Other assets, net — — 10,838 3,169 — 14,007 Total assets $ — $ 565,164 $ 837,618 $ 65,456 $ (822,715 ) $ 645,523 LIABILITIES & DEFICIT Current liabilities: Current portion of long-term debt $ — $ 20,950 $ — $ — $ — $ 20,950 Accounts payable — — 72,551 3,057 (2,054 ) 73,554 Accrued payroll and employee costs — — 79,649 1,749 — 81,398 Intercompany payables 45,085 138,920 12,459 — (196,464 ) — Deferred income taxes — — — 28 (28 ) — Accrued liabilities 176,297 28,214 63,062 5,978 (180,508 ) 93,043 Income taxes payable — — 12,638 — (150 ) 12,488 Total current liabilities 221,382 188,084 240,359 10,812 (379,204 ) 281,433 Long-term debt — 553,377 — — — 553,377 Long-term deferred taxes — — 15,061 — — 15,061 Other long-term liabilities — — 11,560 — — 11,560 Noncontrolling interests — — 5,474 — — 5,474 (Deficit) equity (221,382 ) (176,297 ) 565,164 54,644 (443,511 ) (221,382 ) Total liabilities and deficit $ — $ 565,164 $ 837,618 $ 65,456 $ (822,715 ) $ 645,523 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Balance Sheet Information December 31, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ — $ 106,416 $ 11,802 $ — $ 118,218 Restricted cash — 6,944 720 — — 7,664 Accounts receivable, net — — 304,729 2,525 (6,999 ) 300,255 Intercompany receivables — — 183,587 9,827 (193,414 ) — Prepaid expenses and other current assets — — 63,776 2,516 (598 ) 65,694 Total current assets — 6,944 659,228 26,670 (201,011 ) 491,831 Property and equipment, net — — 15,788 848 — 16,636 Goodwill — — 9,694 32,399 — 42,093 Tradenames, net — — 28,536 — — 28,536 Other intangibles, net — — 84,069 — — 84,069 Investment in subsidiaries — 572,176 54,538 — (626,714 ) — Other assets, net — — 10,575 2,797 — 13,372 Total assets $ — $ 579,120 $ 862,428 $ 62,714 $ (827,725 ) $ 676,537 LIABILITIES & DEFICIT Current liabilities: Current portion of long-term debt $ — $ 62,843 $ — $ — $ — $ 62,843 Accounts payable — — 67,287 3,859 (1,404 ) 69,742 Accrued payroll and employee costs — — 92,036 3,544 — 95,580 Intercompany payables 45,086 138,501 9,827 — (193,414 ) — Deferred income taxes — — — 26 (26 ) — Accrued liabilities 222,306 30,469 78,926 747 (228,370 ) 104,078 Income taxes payable — — 9,406 — (103 ) 9,303 Total current liabilities 267,392 231,813 257,482 8,176 (423,317 ) 341,546 Long-term debt — 569,613 — — — 569,613 Long-term deferred taxes — — 14,825 — — 14,825 Other long-term liabilities — — 12,490 — — 12,490 Noncontrolling interests — — 5,455 — — 5,455 (Deficit) Equity (267,392 ) (222,306 ) 572,176 54,538 (404,408 ) (267,392 ) Total liabilities and deficit $ — $ 579,120 $ 862,428 $ 62,714 $ (827,725 ) $ 676,537 |
Unaudited Condensed Consolidating Statement of Cash Flow Information | Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Cash Flow Information For the Six Months Ended June 30, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ 16,160 $ (18,293 ) $ 2,580 $ (180 ) $ 267 Cash flows from investing activities: Purchase of property and equipment — — (2,674 ) — — (2,674 ) Proceeds from sale of property, plant and equipment — — 536 — — 536 Purchase of software — — (400 ) — — (400 ) Cash restricted from Cerberus 3L Notes — 7,057 — — — 7,057 Return of capital from equity method investees — — 1,769 — — 1,769 Contributions to equity method investees — — (2,050 ) — — (2,050 ) Contribution to subsidiary (40,599 ) — — — 40,599 — Transfers to affiliates — — (417 ) (2,630 ) 3,047 — Net cash (used in) provided by investing activities (40,599 ) 7,057 (3,236 ) (2,630 ) 43,646 4,238 Cash flows from financing activities: Payments on senior secured credit facility — (25,114 ) — — — (25,114 ) Payment to bondholders of senior unsecured notes — (39,319 ) — — — (39,319 ) Equity contribution from Parent — 40,599 — — (40,599 ) — Equity contribution from affiliates of Cerberus 40,599 200 — — — 40,799 Payments of dividends to noncontrolling interests — — — (359 ) 180 (179 ) Net transfers from/ Parent/subsidiary — 417 2,630 — (3,047 ) — Net cash provided by (used in) financing activities 40,599 (23,217 ) 2,630 (359 ) (43,466 ) (23,813 ) Net decrease in cash and cash equivalents — — (18,899 ) (409 ) — (19,308 ) Cash and cash equivalents, beginning of period — — 106,416 11,802 — 118,218 Cash and cash equivalents, end of period $ — $ — $ 87,517 $ 11,393 $ — $ 98,910 Delta Tucker Holdings, Inc. and Subsidiaries Unaudited Condensed Consolidating Statement of Cash Flow Information For The Six Months Ended June 24, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 2,119 $ 45,981 $ (15,849 ) $ (4,098 ) $ (530 ) $ 27,623 Cash flows from investing activities: Purchase of property and equipment — — (1,858 ) (24 ) — (1,882 ) Proceeds from sale of property, plant and equipment — — 799 — — 799 Purchase of software — — (1,417 ) — — (1,417 ) Cash restricted from Cerberus 3L Notes — (20,242 ) — — — (20,242 ) Return of capital from equity method investees — — 1,104 — — 1,104 Contributions to equity method investees — — (4,056 ) — — (4,056 ) Transfers from affiliates — — 13,938 15,787 (29,725 ) — Net cash (used in) provided by investing activities — (20,242 ) 8,510 15,763 (29,725 ) (25,694 ) Cash flows from financing activities: Borrowings on revolving credit facilities — 18,000 — — — 18,000 Payments on revolving credit facilities — (18,000 ) — — — (18,000 ) Payments on senior secured credit facility — (187,272 ) — — — (187,272 ) Borrowing under new senior credit facility — 192,882 — — — 192,882 Borrowing under Cerberus 3L notes — 30,000 — — — 30,000 Payment to bondholders for Exchange Offer — (45,000 ) — — — (45,000 ) Payments of deferred financing costs — (4,878 ) — — — (4,878 ) Equity contributions from affiliates of Cerberus — 350 — — — 350 Payments of dividends to Parent — — — (1,058 ) 529 (529 ) Net transfers to Parent/subsidiary (2,119 ) (11,821 ) (15,786 ) — 29,726 — Net cash used in financing activities (2,119 ) (25,739 ) (15,786 ) (1,058 ) 30,255 (14,447 ) Net (decrease) increase in cash and cash equivalents — — (23,125 ) 10,607 — (12,518 ) Cash and cash equivalents, beginning of period — — 95,365 13,417 — 108,782 Cash and cash equivalents, end of period $ — $ — $ 72,240 $ 24,024 $ — $ 96,264 |
Basis of Presentation and Acc31
Basis of Presentation and Accounting Policies (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 24, 2016 | Jun. 30, 2017 | Jun. 24, 2016 | |
Accounting Policies [Abstract] | ||||
Gross favorable adjustments | $ 10 | $ 8.1 | $ 17.3 | $ 7.8 |
Gross unfavorable adjustments | (3.4) | (13.2) | (3.2) | (13.5) |
Net adjustments | $ 6.6 | $ (5.1) | $ 14.1 | $ (5.7) |
Basis of Presentation and Acc32
Basis of Presentation and Accounting Policies (Details Textual) | 6 Months Ended |
Jun. 30, 2017group | |
Accounting Policies [Abstract] | |
Number of equity method investees classification groups | 2 |
Percentage of interest in joint venture | 100.00% |
Ownership in DIFZ (as a percent) | 25.00% |
Composition of Certain Financ33
Composition of Certain Financial Statement Captions (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Prepaid expenses and other current assets | ||
Prepaid expenses | $ 29,393 | $ 39,895 |
Income tax refunds receivable | 228 | 0 |
Inventories | 20,503 | 18,451 |
Work-in-process inventory | 523 | 164 |
Joint venture receivables | 31 | 84 |
Other current assets | 3,093 | 7,100 |
Total prepaid expenses and other current assets | $ 53,771 | $ 65,694 |
Composition of Certain Financ34
Composition of Certain Financial Statement Captions (Details 1) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Aircraft | $ 3,672 | $ 2,997 |
Computers and related equipment | 7,902 | 7,161 |
Leasehold improvements | 21,577 | 20,934 |
Office furniture and fixtures | 5,490 | 5,499 |
Vehicles | 3,344 | 3,430 |
Gross property and equipment | 41,985 | 40,021 |
Less accumulated depreciation | (25,044) | (23,385) |
Total property and equipment, net | $ 16,941 | $ 16,636 |
Composition of Certain Financ35
Composition of Certain Financial Statement Captions (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 24, 2016 | Jun. 30, 2017 | Jun. 24, 2016 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||
Maximum percentage of prepaid expense on current assets | 5.00% | 5.00% | |||
Property, plant and equipment, additions | $ 0.4 | $ 0.3 | |||
Depreciation expense | $ 1 | $ 1.2 | 2 | $ 2.2 | |
Other long-term liabilities | 11.6 | 11.6 | $ 12.5 | ||
Deferred compensation liability, classified, noncurrent | 3.9 | 3.9 | 4.3 | ||
Uncertain tax benefit | 3.3 | 3.3 | 3.3 | ||
Facility | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Other long-term liabilities included in long-term leasehold obligations | $ 3.1 | $ 3.1 | $ 3.3 |
Composition of Certain Financ36
Composition of Certain Financial Statement Captions (Details 2) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Investment in affiliates | $ 7,937 | $ 7,825 |
Palm promissory note, long-term portion | 1,961 | 2,034 |
Other | 4,109 | 3,513 |
Total other assets, net | $ 14,007 | $ 13,372 |
Composition of Certain Financ37
Composition of Certain Financial Statement Captions (Details 3) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Wages, compensation and other benefits | $ 65,712 | $ 82,062 |
Accrued vacation | 14,530 | 12,462 |
Accrued contributions to employee benefit plans | 1,156 | 1,056 |
Total accrued payroll and employee costs | $ 81,398 | $ 95,580 |
Composition of Certain Financ38
Composition of Certain Financial Statement Captions (Details 4) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Customer liabilities | $ 20,222 | $ 20,762 |
Accrued insurance | 27,465 | 26,201 |
Accrued interest | 23,972 | 25,807 |
Contract losses | 4,348 | 10,912 |
Legal reserves | 4,335 | 4,597 |
Subcontractor retention | 0 | 250 |
Other | 12,701 | 15,549 |
Total accrued liabilities | $ 93,043 | $ 104,078 |
Goodwill and Other Intangible39
Goodwill and Other Intangible Assets (Details Textual) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($) | Jun. 24, 2016USD ($) | Jun. 30, 2017USD ($)segment | Jun. 24, 2016USD ($) | Dec. 31, 2016USD ($) | |
Subsidiary or Equity Method Investee [Line Items] | |||||
Number of operating segments | segment | 3 | ||||
Number of reportable segments | segment | 3 | ||||
Goodwill | $ 42,093 | $ 42,093 | $ 42,093 | ||
Amortization expense | 8,000 | $ 7,900 | 16,000 | $ 15,500 | |
Capitalized software gross value | 3,200 | 3,200 | 3,700 | ||
Future amortization expense for finite lived assets, remainder of fiscal year | 13,700 | 13,700 | |||
Future amortization expense for finite lived assets, 2018 | 21,800 | 21,800 | |||
Future amortization expense for finite lived assets, 2019 | 21,600 | 21,600 | |||
Future amortization expense for finite lived assets, 2020 | 11,200 | 11,200 | |||
Future amortization expense for finite lived assets, 2021 | 100 | 100 | |||
Future amortization expense for finite lived assets, thereafter | 0 | 0 | |||
Operating Segments | DynLogistics | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Goodwill | $ 42,100 | $ 42,100 | $ 42,100 |
Goodwill and Other Intangible40
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Information about changes relating to certain intangible assets | ||
Indefinite-lived assets, gross carrying value | $ 28,536 | $ 28,536 |
Customer-related intangible assets | ||
Information about changes relating to certain intangible assets | ||
Finite-lived assets, weighted average remaining useful years | 2 years 6 months 12 days | 3 years |
Finite-lived assets, gross carrying value | $ 252,615 | $ 252,615 |
Finite-lived assets, accumulated amortization | (187,510) | (172,242) |
Total | $ 65,105 | $ 80,373 |
Other intangible assets | ||
Information about changes relating to certain intangible assets | ||
Finite-lived assets, weighted average remaining useful years | 1 year | 1 year |
Finite-lived assets, gross carrying value | $ 14,205 | $ 14,238 |
Finite-lived assets, accumulated amortization | (10,965) | (10,542) |
Total | 3,240 | 3,696 |
Total finite-lived and indefinite-lived assets, gross carrying value | 266,820 | 266,853 |
Total finite-lived and indefinite-lived assets, accumulated amortization | (198,475) | (182,784) |
Total finite-lived and definite-lived assets, net | $ 68,345 | $ 84,069 |
Tradenames | ||
Information about changes relating to certain intangible assets | ||
Finite-lived assets, weighted average remaining useful years | 1 day | 0 years |
Finite-lived assets, gross carrying value | $ 869 | $ 869 |
Finite-lived assets, accumulated amortization | (869) | (869) |
Total | 0 | 0 |
Indefinite-lived assets, gross carrying value | 28,536 | 28,536 |
Indefinite-lived assets, net of impairment | 28,536 | 28,536 |
Total finite-lived and indefinite-lived assets, gross carrying value | 29,405 | 29,405 |
Total finite-lived and indefinite-lived assets, accumulated amortization | (869) | (869) |
Total finite-lived and definite-lived assets, net | $ 28,536 | $ 28,536 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 24, 2016 | Jun. 30, 2017 | Jun. 24, 2016 | |
Domestic and foreign components of Income (loss) before income taxes | ||||
Domestic | $ 9,442 | $ (19,469) | $ 12,226 | $ (30,061) |
Foreign | 1,822 | 1,385 | 1,865 | 1,900 |
Income (loss) before income taxes | $ 11,264 | $ (18,084) | $ 14,091 | $ (28,161) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | Apr. 21, 2017 | Jun. 30, 2017 | Jun. 24, 2016 | Jun. 30, 2017 | Jun. 24, 2016 | Dec. 31, 2016 |
Operating Loss Carryforwards [Line Items] | ||||||
Long-term deferred taxes | $ 15,061,000 | $ 15,061,000 | $ 14,825,000 | |||
Effective tax rate, percent | 47.10% | (37.20%) | 59.20% | (39.90%) | ||
Cumulative losses, term (in years) | 3 years | |||||
Deferred tax assets, valuation allowance | $ 91,100,000 | $ 91,100,000 | $ 88,800,000 | |||
Unrecognized tax benefit | 2,600,000 | 2,600,000 | 2,600,000 | |||
Unrecognized tax benefits if recognized, affect effective tax rate | $ 2,300,000 | 2,300,000 | $ 2,300,000 | |||
Estimated federal income tax payments | 5,227,000 | $ 2,323,000 | ||||
Proceeds from capital contribution | $ 40,600,000 | 40,799,000 | $ 350,000 | |||
Domestic Tax Authority | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Estimated federal income tax payments | $ 0 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 322,920 | $ 300,255 |
Billed | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 121,135 | 93,409 |
Unbilled | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 201,785 | $ 206,846 |
Accounts Receivable (Details Te
Accounts Receivable (Details Textual) $ in Millions | Jun. 30, 2017USD ($)contract_claim | Dec. 31, 2016USD ($)contract_claim |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Unbilled receivables | $ 30.2 | $ 26.7 |
Number of contract claims | contract_claim | 2 | 3 |
Receivables on contract claims outstanding, net of reserves | $ 2.7 | $ 2.4 |
Allowance for doubtful accounts receivable, period increase (decrease) | 16.1 | $ 17.2 |
UNITED STATES | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 26 |
Fair Value of Financial Asset45
Fair Value of Financial Assets and Liabilities (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | Jun. 15, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Discount rate | 10.40% | ||
Estimate of the fair value of long-term debt based on quoted prices in active markets | |||
Carrying Amount | $ 590,087,000 | $ 650,935,000 | |
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | 574,327,000 | 632,456,000 | |
Less current portion of long-term debt | (22,500,000) | (64,433,000) | |
Total long-term debt | $ 567,587,000 | $ 586,502,000 | |
10.375% senior unsecured notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Percentage of senior unsecured notes | 10.375% | 10.375% | 10.375% |
Estimate of the fair value of long-term debt based on quoted prices in active markets | |||
Carrying Amount | $ 39,300,000 | ||
11.875% senior secured second lien notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Percentage of senior unsecured notes | 11.875% | 11.875% | |
Fair Value, Measurements, Recurring | |||
Estimate of the fair value of long-term debt based on quoted prices in active markets | |||
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | $ 592,422,000 | $ 590,179,000 | |
Less current portion of long-term debt | (22,500,000) | (61,367,000) | |
Total long-term debt | 569,922,000 | 528,812,000 | |
Fair Value, Measurements, Recurring | 10.375% senior unsecured notes | |||
Estimate of the fair value of long-term debt based on quoted prices in active markets | |||
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | 0 | 37,132,000 | |
Fair Value, Measurements, Recurring | 11.875% senior secured second lien notes | |||
Estimate of the fair value of long-term debt based on quoted prices in active markets | |||
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | 390,292,000 | 343,282,000 | |
Fair Value, Measurements, Recurring | Term loan | |||
Estimate of the fair value of long-term debt based on quoted prices in active markets | |||
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | 182,286,000 | 200,141,000 | |
Fair Value, Measurements, Recurring | Cerberus 3L notes | |||
Estimate of the fair value of long-term debt based on quoted prices in active markets | |||
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | 19,844,000 | 9,624,000 | |
Fair Value, Measurements, Recurring | Reported Value Measurement | |||
Estimate of the fair value of long-term debt based on quoted prices in active markets | |||
Carrying Amount | 590,087,000 | 650,935,000 | |
Less current portion of long-term debt | (22,500,000) | (64,433,000) | |
Total long-term debt | 567,587,000 | 586,502,000 | |
Fair Value, Measurements, Recurring | Reported Value Measurement | 10.375% senior unsecured notes | |||
Estimate of the fair value of long-term debt based on quoted prices in active markets | |||
Carrying Amount | 0 | 39,319,000 | |
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | 39,319,000 | ||
Fair Value, Measurements, Recurring | Reported Value Measurement | 11.875% senior secured second lien notes | |||
Estimate of the fair value of long-term debt based on quoted prices in active markets | |||
Carrying Amount | 376,185,000 | 373,385,000 | |
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | 374,805,000 | 371,804,000 | |
Fair Value, Measurements, Recurring | Reported Value Measurement | Term loan | |||
Estimate of the fair value of long-term debt based on quoted prices in active markets | |||
Carrying Amount | 182,286,000 | 207,400,000 | |
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | 167,982,000 | 190,582,000 | |
Fair Value, Measurements, Recurring | Reported Value Measurement | Cerberus 3L notes | |||
Estimate of the fair value of long-term debt based on quoted prices in active markets | |||
Carrying Amount | 31,616,000 | 30,831,000 | $ 30,000,000 |
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | $ 31,540,000 | $ 30,751,000 |
Debt (Details)
Debt (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 15, 2016 |
Debt Instrument [Line Items] | |||
Carrying Amount | $ 590,087,000 | $ 650,935,000 | |
Original Issue Discount on Term Loan | (10,798,000) | (12,570,000) | |
Deferred Financing Costs, Net | (4,962,000) | (5,909,000) | |
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | 574,327,000 | 632,456,000 | |
Less current portion of long-term debt | (22,500,000) | (64,433,000) | |
Less current portion of long-term debt, original issue discount on term loan | 1,332,000 | 1,364,000 | |
Less current portion of long-term debt, deferred financing costs, net | 218,000 | 226,000 | |
Less current portion of long-term debt, carrying amount less original issue discount | (20,950,000) | (62,843,000) | |
Total long-term debt | 567,587,000 | 586,502,000 | |
Total long-term debt, original issue discount on term loan | (9,466,000) | (11,206,000) | |
Total long-term debt, deferred financing costs, net | (4,744,000) | (5,683,000) | |
Total long-term debt, carrying amount less original issue discount | $ 553,377,000 | $ 569,613,000 | |
10.375% senior unsecured notes | |||
Debt Instrument [Line Items] | |||
Interest rate | 10.375% | 10.375% | 10.375% |
Carrying Amount | $ 39,300,000 | ||
11.875% senior secured second lien notes | |||
Debt Instrument [Line Items] | |||
Interest rate | 11.875% | 11.875% | |
Fair Value, Measurements, Recurring | |||
Debt Instrument [Line Items] | |||
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | $ 592,422,000 | $ 590,179,000 | |
Less current portion of long-term debt | (22,500,000) | (61,367,000) | |
Total long-term debt | 569,922,000 | 528,812,000 | |
Fair Value, Measurements, Recurring | 10.375% senior unsecured notes | |||
Debt Instrument [Line Items] | |||
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | 0 | 37,132,000 | |
Fair Value, Measurements, Recurring | 11.875% senior secured second lien notes | |||
Debt Instrument [Line Items] | |||
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | 390,292,000 | 343,282,000 | |
Fair Value, Measurements, Recurring | Term loan | |||
Debt Instrument [Line Items] | |||
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | 182,286,000 | 200,141,000 | |
Fair Value, Measurements, Recurring | Cerberus 3L notes | |||
Debt Instrument [Line Items] | |||
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | 19,844,000 | 9,624,000 | |
Fair Value, Measurements, Recurring | Reported Value Measurement | |||
Debt Instrument [Line Items] | |||
Carrying Amount | 590,087,000 | 650,935,000 | |
Less current portion of long-term debt | (22,500,000) | (64,433,000) | |
Total long-term debt | 567,587,000 | 586,502,000 | |
Fair Value, Measurements, Recurring | Reported Value Measurement | 10.375% senior unsecured notes | |||
Debt Instrument [Line Items] | |||
Carrying Amount | 0 | 39,319,000 | |
Original Issue Discount on Term Loan | 0 | ||
Deferred Financing Costs, Net | 0 | ||
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | 39,319,000 | ||
Fair Value, Measurements, Recurring | Reported Value Measurement | 11.875% senior secured second lien notes | |||
Debt Instrument [Line Items] | |||
Carrying Amount | 376,185,000 | 373,385,000 | |
Original Issue Discount on Term Loan | 0 | ||
Deferred Financing Costs, Net | (1,380,000) | (1,581,000) | |
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | 374,805,000 | 371,804,000 | |
Fair Value, Measurements, Recurring | Reported Value Measurement | Term loan | |||
Debt Instrument [Line Items] | |||
Carrying Amount | 182,286,000 | 207,400,000 | |
Original Issue Discount on Term Loan | (10,798,000) | (12,570,000) | |
Deferred Financing Costs, Net | (3,506,000) | (4,248,000) | |
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | 167,982,000 | 190,582,000 | |
Fair Value, Measurements, Recurring | Reported Value Measurement | Cerberus 3L notes | |||
Debt Instrument [Line Items] | |||
Carrying Amount | 31,616,000 | 30,831,000 | $ 30,000,000 |
Original Issue Discount on Term Loan | 0 | ||
Deferred Financing Costs, Net | (76,000) | (80,000) | |
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | $ 31,540,000 | $ 30,751,000 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | Apr. 21, 2017 | Apr. 04, 2017 | Jun. 15, 2016 | Apr. 06, 2016 | Jun. 30, 2017 | Jun. 24, 2016 | Jun. 30, 2017 | Jun. 24, 2016 | Dec. 31, 2016 | Jul. 07, 2010 |
Debt Instrument [Line Items] | ||||||||||
Amortization of financing costs | $ 500,000 | $ 1,500,000 | $ 900,000 | $ 3,000,000 | ||||||
Long-term debt, gross | 590,087,000 | 590,087,000 | $ 650,935,000 | |||||||
Available borrowing capacity | 48,900,000 | 48,900,000 | 48,000,000 | |||||||
Proceeds from capital contribution | $ 40,600,000 | $ 40,799,000 | 350,000 | |||||||
Maximum total leverage ratio | 6.75 | |||||||||
Minimum interest coverage ratio | 1.20 | |||||||||
Repayments of senior debt | $ 39,319,000 | 45,000,000 | ||||||||
Indenture, failure to pay other indebtedness, maximum | 10,000,000 | 10,000,000 | ||||||||
Failure to Repay Debt, Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Indenture default limit | 12,500,000 | $ 12,500,000 | ||||||||
London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Floor variable eurocurrency rate | 1.75% | |||||||||
Base Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Floor variable base rate | 2.75% | |||||||||
Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt less unrestricted cash and cash equivalents | 75,000,000 | $ 75,000,000 | ||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amounts borrowed under the Revolver | 0 | 0 | $ 0 | |||||||
Line of credit facility, minimum liquidity requirement, first year | 60,000,000 | 60,000,000 | ||||||||
Line of credit facility, minimum liquidity requirement, thereafter | 50,000,000 | $ 50,000,000 | ||||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unused commitment fee on revolver (as a percent) | 0.50% | 0.50% | ||||||||
Revolving Credit Facility, Class B | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 85,800,000 | $ 85,800,000 | ||||||||
Revolving Credit Facility, Class B | Minimum | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Applicable interest rates (as a percent) | 5.50% | |||||||||
Unused commitment fee on revolver (as a percent) | 0.50% | |||||||||
Revolving Credit Facility, Class B | Minimum | Base Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Applicable interest rates (as a percent) | 4.50% | |||||||||
Revolving Credit Facility, Class B | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Applicable interest rates (as a percent) | 6.00% | |||||||||
Applicable interest rates (as a percent) | 6.00% | 6.00% | ||||||||
Unused commitment fee on revolver (as a percent) | 0.75% | |||||||||
Revolving Credit Facility, Class B | Maximum | Base Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Applicable interest rates (as a percent) | 5.00% | |||||||||
Letter of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Available borrowing capacity | $ 36,900,000 | $ 36,900,000 | $ 37,800,000 | |||||||
Line of credit fronting fee rate (as a percent) | 0.25% | |||||||||
Applicable interest rates (as a percent) | 5.75% | 5.75% | 5.75% | |||||||
Term loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amortization of original issue discount | $ 900,000 | 100,000 | $ 1,800,000 | 100,000 | ||||||
New Term Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Applicable interest rate for term loan (as a percent) | 7.75% | 7.75% | 7.75% | |||||||
Repayments of principal within fiscal year | $ 22,500,000 | $ 22,500,000 | ||||||||
Repayments of principal in next twelve months | $ 22,500,000 | $ 22,500,000 | ||||||||
New Term Loan Facility | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Applicable interest rates (as a percent) | 6.00% | |||||||||
New Term Loan Facility | Base Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Applicable interest rates (as a percent) | 5.00% | |||||||||
10.375% senior unsecured notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 39,300,000 | |||||||||
Line of credit facility, excess cash flow required to be used towards principal repayment (as a percent) | 100.00% | |||||||||
Line of credit facility, net cash proceeds of non-ordinary course assets sales, casualty and condemnation events except eligible reinvestments, required to be used towards principal repayment (as a percent) | 100.00% | |||||||||
Interest rate | 10.375% | 10.375% | 10.375% | 10.375% | ||||||
Principal amount | $ 415,681,000 | $ 455,000,000 | ||||||||
Repayments of senior debt | 45,000,000 | |||||||||
Date, on or after, that notes are redeemable | Jul. 1, 2017 | |||||||||
Minimum notice period for redemption (in days) | 30 days | |||||||||
Maximum notice period for redemption (in days) | 60 days | |||||||||
10.375% senior unsecured notes | July 1, 2017 through June 30, 2018 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price, percentage of principle (as a percent) | 106.00% | |||||||||
10.375% senior unsecured notes | July 1, 2018 through June 30, 2019 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price, percentage of principle (as a percent) | 103.00% | |||||||||
10.375% senior unsecured notes | July 1, 2019 and thereafter | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price, percentage of principle (as a percent) | 100.00% | |||||||||
11.875% senior secured second lien notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 11.875% | 11.875% | 11.875% | |||||||
Senior Notes | Senior Secured Second Lien Notes Due 2020 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 370,600,000 | |||||||||
Senior Secured Second Lien Notes Due 2020 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 11.875% | |||||||||
Interest rate, payable in-kind | 1.50% | |||||||||
Cerberus 3L notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate, payable in-kind | 5.00% | |||||||||
Covenant, decrease in covenant restrictiveness (as a percent) | 25.00% | |||||||||
Cerberus 3L notes | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Incremental borrowing capacity | $ 15,000,000 | $ 15,000,000 | ||||||||
Fair Value, Measurements, Recurring | Reported Value Measurement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | 590,087,000 | 590,087,000 | $ 650,935,000 | |||||||
Fair Value, Measurements, Recurring | Reported Value Measurement | Term loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Periodic payment, principal | $ 25,100,000 | $ 4,600,000 | 25,100,000 | |||||||
Write-off of deferred financing costs | $ 300,000 | $ 300,000 | ||||||||
Long-term debt, gross | 182,286,000 | 182,286,000 | 207,400,000 | |||||||
Fair Value, Measurements, Recurring | Reported Value Measurement | 10.375% senior unsecured notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | 0 | 0 | 39,319,000 | |||||||
Fair Value, Measurements, Recurring | Reported Value Measurement | 11.875% senior secured second lien notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | 376,185,000 | 376,185,000 | 373,385,000 | |||||||
Fair Value, Measurements, Recurring | Reported Value Measurement | Cerberus 3L notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 30,000,000 | $ 31,616,000 | $ 31,616,000 | $ 30,831,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Apr. 20, 2017plaintiff | Apr. 03, 2017plaintiff | Jan. 22, 2014USD ($) | Jan. 12, 2010plaintiff | Mar. 26, 2008plaintiff | Sep. 11, 2001Resident | Sep. 25, 2015USD ($) | Mar. 31, 2015USD ($) | Jun. 30, 2017USD ($)lawsuit | Jun. 24, 2016USD ($) | Apr. 24, 2007lawsuit | Jun. 30, 2017USD ($)lawsuit | Jun. 24, 2016USD ($) | Dec. 31, 2016USD ($) | May 31, 2014USD ($) |
Loss Contingencies [Line Items] | |||||||||||||||
Lease rental expense | $ 11,400,000 | $ 10,400,000 | $ 21,200,000 | $ 18,600,000 | |||||||||||
Other accrued liabilities | $ 4,335,000 | $ 4,335,000 | $ 4,597,000 | ||||||||||||
Number of lawsuits | lawsuit | 4 | 4 | |||||||||||||
Number of claims | Resident | 26 | ||||||||||||||
Number of individual plaintiffs | plaintiff | 1,256 | 3,266 | |||||||||||||
Number of individual plaintiffs, dismissed | plaintiff | 15 | ||||||||||||||
Liability for unpaid claims and claims adjustment expense, incurred but not reported (IBNR) claims, amount | $ 10,200,000 | $ 10,200,000 | $ 9,300,000 | ||||||||||||
Fixed amount of stop loss coverage on policies | 1,000,000 | 1,000,000 | |||||||||||||
California Policy | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Fixed amount of stop loss coverage on policies | 250,000 | 250,000 | |||||||||||||
Foreign Tax Authority | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Contract limits to damages maximum amount | $ 64,200,000 | ||||||||||||||
Income tax issue resolved in favor of company | $ 54,000,000 | ||||||||||||||
Maximum | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Fixed amount of stop loss coverage on policies | $ 400,000 | 400,000 | |||||||||||||
LOGCAP IV | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Costs and expenses, audit costs settled | $ 800,000 | ||||||||||||||
Other Matters | Foreign Tax Authority | Afghanistan | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Contract limits to damages maximum amount | $ 10,200,000 | ||||||||||||||
Pending Litigation | Collectibility of Receivables | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Contract limits to damages maximum amount | $ 41,000,000 | ||||||||||||||
Northrop Grumman Technical Services, Inc. | Pending Litigation | Performance Guarantee | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Contract limits to damages maximum amount | $ 5,000,000 | ||||||||||||||
Cases On Behalf Of Provinces Of Esmeraldas Sucumbios Carchi In Ecuador | Dyn Corp International Inc | Pending Litigation | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of lawsuits | lawsuit | 4 | 4 | |||||||||||||
Number of claims | lawsuit | 3 | ||||||||||||||
First Amended Consolidated Complaint | Pending Litigation | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of individual plaintiffs | plaintiff | 6 | ||||||||||||||
First Amended Consolidated Complaint | Settled Litigation | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of individual plaintiffs | plaintiff | 6 | ||||||||||||||
Cases on Behalf of Residents of the Sucumbios Province in Ecuador | Pending Litigation | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of individual plaintiffs | plaintiff | 6 | ||||||||||||||
Cases on Behalf of Residents of the Sucumbios Province in Ecuador | Settled Litigation | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of individual plaintiffs | plaintiff | 6 |
Segment Information (Details Te
Segment Information (Details Textual) | 6 Months Ended |
Jun. 30, 2017segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Number of reportable segments | 3 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 24, 2016 | Jun. 30, 2017 | Jun. 24, 2016 | ||
Summary of the financial information of the reportable segments reconciled | |||||
Revenue | $ 474,288 | $ 450,967 | $ 934,159 | $ 870,957 | |
Operating income (loss) | 28,889 | (4,929) | 49,053 | 549 | |
Depreciation and amortization | [1] | 9,027 | 9,161 | 17,925 | 17,677 |
Cost to services | 400 | 300 | 800 | 500 | |
Operating Segments | AELS | |||||
Summary of the financial information of the reportable segments reconciled | |||||
Revenue | 138,326 | 138,420 | 272,431 | 274,674 | |
Operating income (loss) | 5,991 | (10,151) | 9,270 | (8,400) | |
Depreciation and amortization | 301 | 157 | 566 | 287 | |
Operating Segments | AOLC | |||||
Summary of the financial information of the reportable segments reconciled | |||||
Revenue | 151,948 | 160,227 | 305,790 | 312,482 | |
Operating income (loss) | 14,709 | 9,899 | 30,375 | 18,866 | |
Depreciation and amortization | 24 | 364 | 48 | 398 | |
Operating Segments | DynLogistics | |||||
Summary of the financial information of the reportable segments reconciled | |||||
Revenue | 183,624 | 152,670 | 355,982 | 283,859 | |
Operating income (loss) | 23,799 | 15,942 | 41,299 | 25,878 | |
Depreciation and amortization | 197 | 60 | 336 | 122 | |
Headquarters / Other | |||||
Summary of the financial information of the reportable segments reconciled | |||||
Revenue | [2] | 390 | (350) | (44) | (58) |
Operating income (loss) | [3] | (15,610) | (20,619) | (31,891) | (35,795) |
Depreciation and amortization | $ 8,505 | $ 8,580 | $ 16,975 | $ 16,870 | |
[1] | Includes amounts included in Cost of services of $0.4 million and $0.8 million and for the three and six months ended June 30, 2017, respectively, and $0.3 million and $0.5 million for the three and six months ended June 24, 2016, respectively. | ||||
[2] | Headquarters revenue primarily represents revenue earned on shared services arrangements for general and administrative services provided to unconsolidated joint ventures and elimination of intercompany items between segments. | ||||
[3] | Headquarters operating expenses primarily relate to amortization of intangible assets and other costs that are not allocated to segments and are not billable to our U.S. government customers and Global Advisory Group costs, partially offset by equity method investee income. |
Segment Information (Details 1)
Segment Information (Details 1) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | |
ASSETS | |||
Assets | $ 645,523 | $ 676,537 | |
Operating Segments | AELS | |||
ASSETS | |||
Assets | 130,741 | 140,320 | |
Operating Segments | AOLC | |||
ASSETS | |||
Assets | 137,977 | 133,096 | |
Operating Segments | DynLogistics | |||
ASSETS | |||
Assets | 186,720 | 168,085 | |
Headquarters / Other | |||
ASSETS | |||
Assets | [1] | $ 190,085 | $ 235,036 |
[1] | Assets primarily include cash, investments in unconsolidated subsidiaries, and intangible assets (excluding goodwill). |
Related Parties, Joint Ventur52
Related Parties, Joint Ventures and Variable Interest Entities (Details Textual) | Apr. 21, 2017USD ($) | Jun. 30, 2017USD ($)noteemployee | Jun. 24, 2016USD ($) | Jun. 30, 2017USD ($)noteemployee | Jun. 24, 2016USD ($) | Dec. 31, 2016USD ($) | Jun. 15, 2016USD ($) |
Variable Interest Entity [Line Items] | |||||||
Carrying Amount | $ 590,087,000 | $ 590,087,000 | $ 650,935,000 | ||||
Proceeds from capital contribution | $ 40,600,000 | 40,799,000 | $ 350,000 | ||||
Consulting fees | 1,200,000 | $ 1,400,000 | 2,500,000 | 3,200,000 | |||
Administrative fees | 700,000 | 700,000 | 1,500,000 | 1,300,000 | |||
Maximum payments permitted under new senior credit facility | 6,000,000 | ||||||
Receivables due from related parties | 100,000 | 100,000 | 100,000 | ||||
Earned revenue from joint ventures | 0 | 0 | 0 | 0 | |||
Related cost of services | 200,000 | 100,000 | 400,000 | 300,000 | |||
Earnings from equity method investees | 10,000 | 335,000 | 52,000 | 702,000 | |||
Revenue | $ 474,288,000 | 450,967,000 | $ 934,159,000 | 870,957,000 | |||
Palm Trading Investment Corp | |||||||
Variable Interest Entity [Line Items] | |||||||
Number of promissory notes held | note | 1 | 1 | |||||
Promissory note | $ 9,200,000 | ||||||
Outstanding balance of note receivable | $ 2,100,000 | 2,100,000 | 2,200,000 | ||||
Trading Investment Corp | |||||||
Variable Interest Entity [Line Items] | |||||||
Investment in unconsolidated subsidiaries | 7,900,000 | 7,900,000 | |||||
GLS | |||||||
Variable Interest Entity [Line Items] | |||||||
Revenue | 8,000,000 | 11,200,000 | 15,900,000 | 21,100,000 | |||
Net operating loss | 1,400,000 | 700,000 | 2,500,000 | 1,500,000 | |||
Includes operationally integral and non-integral income | |||||||
Variable Interest Entity [Line Items] | |||||||
Earnings from equity method investees | $ 0 | $ 300,000 | $ 100,000 | $ 700,000 | |||
COAC Agreement | |||||||
Variable Interest Entity [Line Items] | |||||||
Related party number of executives | employee | 2 | 2 | |||||
Cerberus 3L notes | |||||||
Variable Interest Entity [Line Items] | |||||||
Interest rate, payable in-kind | 5.00% | ||||||
Reported Value Measurement | Fair Value, Measurements, Recurring | |||||||
Variable Interest Entity [Line Items] | |||||||
Carrying Amount | $ 590,087,000 | $ 590,087,000 | 650,935,000 | ||||
Reported Value Measurement | Fair Value, Measurements, Recurring | Cerberus 3L notes | |||||||
Variable Interest Entity [Line Items] | |||||||
Carrying Amount | $ 31,616,000 | $ 31,616,000 | $ 30,831,000 | $ 30,000,000 |
Related Parties, Joint Ventur53
Related Parties, Joint Ventures and Variable Interest Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 24, 2016 | Jun. 30, 2017 | Jun. 24, 2016 | Dec. 31, 2016 | |
Variable Interest Entity [Line Items] | |||||
Assets | $ 645,523 | $ 645,523 | $ 676,537 | ||
Liabilities | 861,431 | 861,431 | 938,474 | ||
Revenue | 474,288 | $ 450,967 | 934,159 | $ 870,957 | |
Equity Method Investee | |||||
Variable Interest Entity [Line Items] | |||||
Current assets | 28,000 | 28,000 | 27,700 | ||
Total assets | 28,300 | 28,300 | 29,300 | ||
Current liabilities | 12,500 | 12,500 | 10,100 | ||
Total liabilities | 12,500 | 12,500 | 10,100 | ||
Revenue | 8,300 | 22,500 | 16,600 | 37,400 | |
Gross profit | (1,200) | 1,000 | (2,900) | 1,500 | |
Net income | (1,200) | 1,000 | (2,700) | 800 | |
DynCorp International FZ-LLC | |||||
Variable Interest Entity [Line Items] | |||||
Assets | 7,500 | 7,500 | 4,200 | ||
Liabilities | 4,000 | 4,000 | $ 1,100 | ||
Revenue | $ 43,600 | $ 45,900 | $ 84,500 | $ 85,700 |
Consolidating Financial State54
Consolidating Financial Statements of Subsidiary Guarantors (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 24, 2016 | Jun. 30, 2017 | Jun. 24, 2016 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue | $ 474,288 | $ 450,967 | $ 934,159 | $ 870,957 |
Cost of services | (409,652) | (410,361) | (809,128) | (782,859) |
Selling, general and administrative expenses | (27,168) | (36,959) | (58,886) | (71,048) |
Depreciation and amortization expense | (8,589) | (8,911) | (17,144) | (17,203) |
Earnings from equity method investees | 10 | 335 | 52 | 702 |
Operating income (loss) | 28,889 | (4,929) | 49,053 | 549 |
Interest expense | (17,764) | (17,460) | (36,479) | (33,427) |
Loss on early extinguishment of debt | (24) | (328) | (24) | (328) |
Interest income | 19 | 22 | 24 | 82 |
Equity in income of consolidated subsidiaries | 0 | 0 | 0 | 0 |
Other income, net | 144 | 4,611 | 1,517 | 4,963 |
Income (loss) before income taxes | 11,264 | (18,084) | 14,091 | (28,161) |
Benefit (provision) for income taxes | (5,300) | (6,729) | (8,339) | (11,224) |
Net income (loss) | 5,964 | (24,813) | 5,752 | (39,385) |
Noncontrolling interests | (288) | (308) | (563) | (496) |
Net income (loss) attributable to Delta Tucker Holdings, Inc. | 5,676 | (25,121) | 5,189 | (39,881) |
Parent | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Cost of services | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | 0 | 0 | 0 | 0 |
Depreciation and amortization expense | 0 | 0 | 0 | 0 |
Earnings from equity method investees | 0 | 0 | 0 | 0 |
Operating income (loss) | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Loss on early extinguishment of debt | 0 | 0 | 0 | 0 |
Interest income | 0 | 0 | 0 | 0 |
Equity in income of consolidated subsidiaries | 5,676 | (25,121) | 5,189 | (39,881) |
Other income, net | 0 | 0 | 0 | 0 |
Income (loss) before income taxes | 5,676 | (25,121) | 5,189 | (39,881) |
Benefit (provision) for income taxes | 0 | 0 | 0 | 0 |
Net income (loss) | 5,676 | (25,121) | 5,189 | (39,881) |
Noncontrolling interests | 0 | 0 | 0 | 0 |
Net income (loss) attributable to Delta Tucker Holdings, Inc. | 5,676 | (25,121) | 5,189 | (39,881) |
Subsidiary Issuer | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Cost of services | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | 0 | 0 | 0 | 0 |
Depreciation and amortization expense | 0 | 0 | 0 | 0 |
Earnings from equity method investees | 0 | 0 | 0 | 0 |
Operating income (loss) | 0 | 0 | 0 | 0 |
Interest expense | (17,058) | (16,762) | (34,811) | (32,040) |
Loss on early extinguishment of debt | (24) | (328) | (24) | (328) |
Interest income | 0 | 0 | 0 | 0 |
Equity in income of consolidated subsidiaries | 16,779 | (14,013) | 27,833 | (18,842) |
Other income, net | 0 | 0 | 0 | 0 |
Income (loss) before income taxes | (303) | (31,103) | (7,002) | (51,210) |
Benefit (provision) for income taxes | 5,979 | 5,982 | 12,191 | 11,329 |
Net income (loss) | 5,676 | (25,121) | 5,189 | (39,881) |
Noncontrolling interests | 0 | 0 | 0 | 0 |
Net income (loss) attributable to Delta Tucker Holdings, Inc. | 5,676 | (25,121) | 5,189 | (39,881) |
Subsidiary Guarantors | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue | 478,247 | 454,412 | 941,520 | 877,839 |
Cost of services | (414,347) | (414,335) | (817,578) | (790,113) |
Selling, general and administrative expenses | (27,074) | (36,927) | (58,698) | (71,009) |
Depreciation and amortization expense | (8,417) | (8,737) | (16,802) | (16,862) |
Earnings from equity method investees | 10 | 335 | 52 | 702 |
Operating income (loss) | 28,419 | (5,252) | 48,494 | 557 |
Interest expense | (706) | (698) | (1,668) | (1,387) |
Loss on early extinguishment of debt | 0 | 0 | 0 | 0 |
Interest income | 16 | 20 | 21 | 79 |
Equity in income of consolidated subsidiaries | 190 | (97) | 77 | (644) |
Other income, net | 111 | 4,690 | 1,444 | 5,049 |
Income (loss) before income taxes | 28,030 | (1,337) | 48,368 | 3,654 |
Benefit (provision) for income taxes | (11,252) | (12,676) | (20,536) | (22,496) |
Net income (loss) | 16,778 | (14,013) | 27,832 | (18,842) |
Noncontrolling interests | 0 | 0 | 0 | 0 |
Net income (loss) attributable to Delta Tucker Holdings, Inc. | 16,778 | (14,013) | 27,832 | (18,842) |
Subsidiary Non- Guarantors | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue | 50,193 | 51,980 | 96,622 | 96,798 |
Cost of services | (49,449) | (51,437) | (95,516) | (96,396) |
Selling, general and administrative expenses | (100) | (44) | (200) | (65) |
Depreciation and amortization expense | (175) | (176) | (348) | (345) |
Earnings from equity method investees | 0 | 0 | 0 | 0 |
Operating income (loss) | 469 | 323 | 558 | (8) |
Interest expense | 0 | 0 | 0 | 0 |
Loss on early extinguishment of debt | 0 | 0 | 0 | 0 |
Interest income | 3 | 2 | 3 | 3 |
Equity in income of consolidated subsidiaries | 0 | 0 | 0 | 0 |
Other income, net | 33 | (79) | 73 | (86) |
Income (loss) before income taxes | 505 | 246 | 634 | (91) |
Benefit (provision) for income taxes | (27) | (35) | 6 | (57) |
Net income (loss) | 478 | 211 | 640 | (148) |
Noncontrolling interests | (288) | (308) | (563) | (496) |
Net income (loss) attributable to Delta Tucker Holdings, Inc. | 190 | (97) | 77 | (644) |
Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue | (54,152) | (55,425) | (103,983) | (103,680) |
Cost of services | 54,144 | 55,411 | 103,966 | 103,650 |
Selling, general and administrative expenses | 6 | 12 | 12 | 26 |
Depreciation and amortization expense | 3 | 2 | 6 | 4 |
Earnings from equity method investees | 0 | 0 | 0 | 0 |
Operating income (loss) | 1 | 0 | 1 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Loss on early extinguishment of debt | 0 | 0 | 0 | 0 |
Interest income | 0 | 0 | 0 | 0 |
Equity in income of consolidated subsidiaries | (22,645) | 39,231 | (33,099) | 59,367 |
Other income, net | 0 | 0 | 0 | 0 |
Income (loss) before income taxes | (22,644) | 39,231 | (33,098) | 59,367 |
Benefit (provision) for income taxes | 0 | 0 | 0 | 0 |
Net income (loss) | (22,644) | 39,231 | (33,098) | 59,367 |
Noncontrolling interests | 0 | 0 | 0 | 0 |
Net income (loss) attributable to Delta Tucker Holdings, Inc. | $ (22,644) | $ 39,231 | $ (33,098) | $ 59,367 |
Consolidating Financial State55
Consolidating Financial Statements of Subsidiary Guarantors (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 24, 2016 | Jun. 30, 2017 | Jun. 24, 2016 | |
Condensed Consolidating Statement of Comprehensive Income Information | ||||
Net income (loss) | $ 5,964 | $ (24,813) | $ 5,752 | $ (39,385) |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 4 | (1) | 16 | 2 |
Other comprehensive income (loss), before tax | 4 | (1) | 16 | 2 |
Income tax expense related to items of other comprehensive income | (2) | 0 | (6) | (1) |
Other comprehensive income (loss) | 2 | (1) | 10 | 1 |
Comprehensive income (loss) | 5,966 | (24,814) | 5,762 | (39,384) |
Noncontrolling interests | (288) | (308) | (563) | (496) |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | 5,678 | (25,122) | 5,199 | (39,880) |
Eliminations | ||||
Condensed Consolidating Statement of Comprehensive Income Information | ||||
Net income (loss) | (22,644) | 39,231 | (33,098) | 59,367 |
Other comprehensive income: | ||||
Foreign currency translation adjustment | (8) | 2 | (32) | (4) |
Other comprehensive income (loss), before tax | (8) | 2 | (32) | (4) |
Income tax expense related to items of other comprehensive income | 4 | 0 | 12 | 2 |
Other comprehensive income (loss) | (4) | 2 | (20) | (2) |
Comprehensive income (loss) | (22,648) | 39,233 | (33,118) | 59,365 |
Noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | (22,648) | 39,233 | (33,118) | 59,365 |
Parent | ||||
Condensed Consolidating Statement of Comprehensive Income Information | ||||
Net income (loss) | 5,676 | (25,121) | 5,189 | (39,881) |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 4 | (1) | 16 | 2 |
Other comprehensive income (loss), before tax | 4 | (1) | 16 | 2 |
Income tax expense related to items of other comprehensive income | (2) | 0 | (6) | (1) |
Other comprehensive income (loss) | 2 | (1) | 10 | 1 |
Comprehensive income (loss) | 5,678 | (25,122) | 5,199 | (39,880) |
Noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | 5,678 | (25,122) | 5,199 | (39,880) |
Subsidiary Issuer | ||||
Condensed Consolidating Statement of Comprehensive Income Information | ||||
Net income (loss) | 5,676 | (25,121) | 5,189 | (39,881) |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 4 | (1) | 16 | 2 |
Other comprehensive income (loss), before tax | 4 | (1) | 16 | 2 |
Income tax expense related to items of other comprehensive income | (2) | 0 | (6) | (1) |
Other comprehensive income (loss) | 2 | (1) | 10 | 1 |
Comprehensive income (loss) | 5,678 | (25,122) | 5,199 | (39,880) |
Noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | 5,678 | (25,122) | 5,199 | (39,880) |
Subsidiary Guarantors | ||||
Condensed Consolidating Statement of Comprehensive Income Information | ||||
Net income (loss) | 16,778 | (14,013) | 27,832 | (18,842) |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 |
Other comprehensive income (loss), before tax | 0 | 0 | 0 | 0 |
Income tax expense related to items of other comprehensive income | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | 16,778 | (14,013) | 27,832 | (18,842) |
Noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | 16,778 | (14,013) | 27,832 | (18,842) |
Subsidiary Non- Guarantors | ||||
Condensed Consolidating Statement of Comprehensive Income Information | ||||
Net income (loss) | 478 | 211 | 640 | (148) |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 4 | (1) | 16 | 2 |
Other comprehensive income (loss), before tax | 4 | (1) | 16 | 2 |
Income tax expense related to items of other comprehensive income | (2) | 0 | (6) | (1) |
Other comprehensive income (loss) | 2 | (1) | 10 | 1 |
Comprehensive income (loss) | 480 | 210 | 650 | (147) |
Noncontrolling interests | (288) | (308) | (563) | (496) |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | $ 192 | $ (98) | $ 87 | $ (643) |
Consolidating Financial State56
Consolidating Financial Statements of Subsidiary Guarantors (Details 2) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 24, 2016 | Dec. 31, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 98,910 | $ 118,218 | $ 96,264 | $ 108,782 |
Restricted cash | 0 | 7,664 | ||
Accounts receivable, net | 322,920 | 300,255 | ||
Intercompany receivables | 0 | 0 | ||
Prepaid expenses and other current assets | 53,771 | 65,694 | ||
Total current assets | 475,601 | 491,831 | ||
Property and equipment, net | 16,941 | 16,636 | ||
Goodwill | 42,093 | 42,093 | ||
Tradenames, net | 28,536 | 28,536 | ||
Other intangibles, net | 68,345 | 84,069 | ||
Investment in subsidiaries | 0 | 0 | ||
Other assets, net | 14,007 | 13,372 | ||
Total assets | 645,523 | 676,537 | ||
Current liabilities: | ||||
Current portion of long-term debt | 20,950 | 62,843 | ||
Accounts payable | 73,554 | 69,742 | ||
Accrued payroll and employee costs | 81,398 | 95,580 | ||
Intercompany payables | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Accrued liabilities | 93,043 | 104,078 | ||
Income taxes payable | 12,488 | 9,303 | ||
Total current liabilities | 281,433 | 341,546 | ||
Long-term debt | 553,377 | 569,613 | ||
Long-term deferred taxes | 15,061 | 14,825 | ||
Other long-term liabilities | 11,560 | 12,490 | ||
Noncontrolling interests | 5,474 | 5,455 | ||
(Deficit) Equity | (221,382) | (267,392) | ||
Total liabilities and deficit | 645,523 | 676,537 | ||
Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Restricted cash | 0 | |||
Accounts receivable, net | (6,607) | (6,999) | ||
Intercompany receivables | (196,464) | (193,414) | ||
Prepaid expenses and other current assets | 164 | (598) | ||
Total current assets | (202,907) | (201,011) | ||
Property and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Tradenames, net | 0 | 0 | ||
Other intangibles, net | 0 | 0 | ||
Investment in subsidiaries | (619,808) | (626,714) | ||
Other assets, net | 0 | 0 | ||
Total assets | (822,715) | (827,725) | ||
Current liabilities: | ||||
Current portion of long-term debt | 0 | 0 | ||
Accounts payable | (2,054) | (1,404) | ||
Accrued payroll and employee costs | 0 | 0 | ||
Intercompany payables | (196,464) | (193,414) | ||
Deferred income taxes | (28) | (26) | ||
Accrued liabilities | (180,508) | (228,370) | ||
Income taxes payable | (150) | (103) | ||
Total current liabilities | (379,204) | (423,317) | ||
Long-term debt | 0 | 0 | ||
Long-term deferred taxes | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Noncontrolling interests | 0 | 0 | ||
(Deficit) Equity | (443,511) | (404,408) | ||
Total liabilities and deficit | (822,715) | (827,725) | ||
Parent | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Restricted cash | 0 | |||
Accounts receivable, net | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Prepaid expenses and other current assets | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Property and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Tradenames, net | 0 | 0 | ||
Other intangibles, net | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Other assets, net | 0 | 0 | ||
Total assets | 0 | 0 | ||
Current liabilities: | ||||
Current portion of long-term debt | 0 | 0 | ||
Accounts payable | 0 | 0 | ||
Accrued payroll and employee costs | 0 | 0 | ||
Intercompany payables | 45,085 | 45,086 | ||
Deferred income taxes | 0 | |||
Accrued liabilities | 176,297 | 222,306 | ||
Income taxes payable | 0 | 0 | ||
Total current liabilities | 221,382 | 267,392 | ||
Long-term debt | 0 | 0 | ||
Long-term deferred taxes | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Noncontrolling interests | 0 | 0 | ||
(Deficit) Equity | (221,382) | (267,392) | ||
Total liabilities and deficit | 0 | 0 | ||
Subsidiary Issuer | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Restricted cash | 6,944 | |||
Accounts receivable, net | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Prepaid expenses and other current assets | 0 | 0 | ||
Total current assets | 0 | 6,944 | ||
Property and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Tradenames, net | 0 | 0 | ||
Other intangibles, net | 0 | 0 | ||
Investment in subsidiaries | 565,164 | 572,176 | ||
Other assets, net | 0 | 0 | ||
Total assets | 565,164 | 579,120 | ||
Current liabilities: | ||||
Current portion of long-term debt | 20,950 | 62,843 | ||
Accounts payable | 0 | 0 | ||
Accrued payroll and employee costs | 0 | 0 | ||
Intercompany payables | 138,920 | 138,501 | ||
Deferred income taxes | 0 | |||
Accrued liabilities | 28,214 | 30,469 | ||
Income taxes payable | 0 | 0 | ||
Total current liabilities | 188,084 | 231,813 | ||
Long-term debt | 553,377 | 569,613 | ||
Long-term deferred taxes | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Noncontrolling interests | 0 | 0 | ||
(Deficit) Equity | (176,297) | (222,306) | ||
Total liabilities and deficit | 565,164 | 579,120 | ||
Subsidiary Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 87,517 | 106,416 | 72,240 | 95,365 |
Restricted cash | 720 | |||
Accounts receivable, net | 326,481 | 304,729 | ||
Intercompany receivables | 184,005 | 183,587 | ||
Prepaid expenses and other current assets | 51,332 | 63,776 | ||
Total current assets | 649,335 | 659,228 | ||
Property and equipment, net | 16,226 | 15,788 | ||
Goodwill | 9,694 | 9,694 | ||
Tradenames, net | 28,536 | 28,536 | ||
Other intangibles, net | 68,345 | 84,069 | ||
Investment in subsidiaries | 54,644 | 54,538 | ||
Other assets, net | 10,838 | 10,575 | ||
Total assets | 837,618 | 862,428 | ||
Current liabilities: | ||||
Current portion of long-term debt | 0 | 0 | ||
Accounts payable | 72,551 | 67,287 | ||
Accrued payroll and employee costs | 79,649 | 92,036 | ||
Intercompany payables | 12,459 | 9,827 | ||
Deferred income taxes | 0 | |||
Accrued liabilities | 63,062 | 78,926 | ||
Income taxes payable | 12,638 | 9,406 | ||
Total current liabilities | 240,359 | 257,482 | ||
Long-term debt | 0 | 0 | ||
Long-term deferred taxes | 15,061 | 14,825 | ||
Other long-term liabilities | 11,560 | 12,490 | ||
Noncontrolling interests | 5,474 | 5,455 | ||
(Deficit) Equity | 565,164 | 572,176 | ||
Total liabilities and deficit | 837,618 | 862,428 | ||
Subsidiary Non- Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 11,393 | 11,802 | $ 24,024 | $ 13,417 |
Restricted cash | 0 | |||
Accounts receivable, net | 3,046 | 2,525 | ||
Intercompany receivables | 12,459 | 9,827 | ||
Prepaid expenses and other current assets | 2,275 | 2,516 | ||
Total current assets | 29,173 | 26,670 | ||
Property and equipment, net | 715 | 848 | ||
Goodwill | 32,399 | 32,399 | ||
Tradenames, net | 0 | 0 | ||
Other intangibles, net | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Other assets, net | 3,169 | 2,797 | ||
Total assets | 65,456 | 62,714 | ||
Current liabilities: | ||||
Current portion of long-term debt | 0 | 0 | ||
Accounts payable | 3,057 | 3,859 | ||
Accrued payroll and employee costs | 1,749 | 3,544 | ||
Intercompany payables | 0 | 0 | ||
Deferred income taxes | 28 | 26 | ||
Accrued liabilities | 5,978 | 747 | ||
Income taxes payable | 0 | 0 | ||
Total current liabilities | 10,812 | 8,176 | ||
Long-term debt | 0 | 0 | ||
Long-term deferred taxes | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Noncontrolling interests | 0 | 0 | ||
(Deficit) Equity | 54,644 | 54,538 | ||
Total liabilities and deficit | $ 65,456 | $ 62,714 |
Consolidating Financial State57
Consolidating Financial Statements of Subsidiary Guarantors (Details 3) - USD ($) $ in Thousands | Apr. 21, 2017 | Jun. 30, 2017 | Jun. 24, 2016 | Jun. 30, 2017 | Jun. 24, 2016 |
Condensed Financial Statements, Captions [Line Items] | |||||
Net cash provided by (used in) operating activities | $ 267 | $ 27,623 | |||
Cash flows from investing activities: | |||||
Purchase of property and equipment | (2,674) | (1,882) | |||
Proceeds from sale of property and equipment | 536 | 799 | |||
Purchase of software | (400) | (1,417) | |||
Cash restricted from Cerberus 3L Notes | 7,057 | (20,242) | |||
Return of capital from equity method investees | 1,769 | 1,104 | |||
Contributions to equity method investees | (2,050) | (4,056) | |||
Contribution to subsidiary | 0 | ||||
Transfers to affiliates | 0 | 0 | |||
Net cash provided by (used in) investing activities | 4,238 | (25,694) | |||
Cash flows from financing activities: | |||||
Payment to bondholders | (39,319) | (45,000) | |||
Payments of deferred financing costs | 0 | (4,878) | |||
Equity contribution from Parent | 0 | ||||
Equity contribution from affiliates of Cerberus | $ 40,600 | 40,799 | 350 | ||
Payment of dividends | (179) | (529) | |||
Net transfers from/ Parent/subsidiary | 0 | 0 | |||
Net cash used in financing activities | (23,813) | (14,447) | |||
Net decrease in cash and cash equivalents | (19,308) | (12,518) | |||
Cash and cash equivalents, beginning of period | 118,218 | 108,782 | |||
Cash and cash equivalents, end of period | 118,218 | 108,782 | $ 98,910 | $ 96,264 | |
Parent | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net cash provided by (used in) operating activities | 0 | 2,119 | |||
Cash flows from investing activities: | |||||
Purchase of property and equipment | 0 | 0 | |||
Proceeds from sale of property and equipment | 0 | 0 | |||
Purchase of software | 0 | 0 | |||
Cash restricted from Cerberus 3L Notes | 0 | 0 | |||
Return of capital from equity method investees | 0 | 0 | |||
Contributions to equity method investees | 0 | 0 | |||
Contribution to subsidiary | (40,599) | ||||
Transfers to affiliates | 0 | 0 | |||
Net cash provided by (used in) investing activities | (40,599) | 0 | |||
Cash flows from financing activities: | |||||
Payment to bondholders | 0 | 0 | |||
Payments of deferred financing costs | 0 | ||||
Equity contribution from Parent | 0 | ||||
Equity contribution from affiliates of Cerberus | 40,599 | 0 | |||
Payment of dividends | 0 | 0 | |||
Net transfers from/ Parent/subsidiary | 0 | (2,119) | |||
Net cash used in financing activities | 40,599 | (2,119) | |||
Net decrease in cash and cash equivalents | 0 | 0 | |||
Cash and cash equivalents, beginning of period | 0 | 0 | |||
Cash and cash equivalents, end of period | 0 | 0 | 0 | 0 | |
Subsidiary Issuer | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net cash provided by (used in) operating activities | 16,160 | 45,981 | |||
Cash flows from investing activities: | |||||
Purchase of property and equipment | 0 | 0 | |||
Proceeds from sale of property and equipment | 0 | 0 | |||
Purchase of software | 0 | 0 | |||
Cash restricted from Cerberus 3L Notes | 7,057 | (20,242) | |||
Return of capital from equity method investees | 0 | 0 | |||
Contributions to equity method investees | 0 | 0 | |||
Contribution to subsidiary | 0 | ||||
Transfers to affiliates | 0 | 0 | |||
Net cash provided by (used in) investing activities | 7,057 | (20,242) | |||
Cash flows from financing activities: | |||||
Payment to bondholders | (39,319) | (45,000) | |||
Payments of deferred financing costs | (4,878) | ||||
Equity contribution from Parent | 40,599 | ||||
Equity contribution from affiliates of Cerberus | 200 | 350 | |||
Payment of dividends | 0 | 0 | |||
Net transfers from/ Parent/subsidiary | 417 | (11,821) | |||
Net cash used in financing activities | (23,217) | (25,739) | |||
Net decrease in cash and cash equivalents | 0 | 0 | |||
Cash and cash equivalents, beginning of period | 0 | 0 | |||
Cash and cash equivalents, end of period | 0 | 0 | 0 | 0 | |
Subsidiary Guarantors | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net cash provided by (used in) operating activities | (18,293) | (15,849) | |||
Cash flows from investing activities: | |||||
Purchase of property and equipment | (2,674) | (1,858) | |||
Proceeds from sale of property and equipment | 536 | 799 | |||
Purchase of software | (400) | (1,417) | |||
Cash restricted from Cerberus 3L Notes | 0 | 0 | |||
Return of capital from equity method investees | 1,769 | 1,104 | |||
Contributions to equity method investees | (2,050) | (4,056) | |||
Contribution to subsidiary | 0 | ||||
Transfers to affiliates | (417) | 13,938 | |||
Net cash provided by (used in) investing activities | (3,236) | 8,510 | |||
Cash flows from financing activities: | |||||
Payment to bondholders | 0 | 0 | |||
Payments of deferred financing costs | 0 | ||||
Equity contribution from Parent | 0 | ||||
Equity contribution from affiliates of Cerberus | 0 | 0 | |||
Payment of dividends | 0 | 0 | |||
Net transfers from/ Parent/subsidiary | 2,630 | (15,786) | |||
Net cash used in financing activities | 2,630 | (15,786) | |||
Net decrease in cash and cash equivalents | (18,899) | (23,125) | |||
Cash and cash equivalents, beginning of period | 106,416 | 95,365 | |||
Cash and cash equivalents, end of period | 106,416 | 95,365 | 87,517 | 72,240 | |
Subsidiary Non- Guarantors | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net cash provided by (used in) operating activities | 2,580 | (4,098) | |||
Cash flows from investing activities: | |||||
Purchase of property and equipment | 0 | (24) | |||
Proceeds from sale of property and equipment | 0 | 0 | |||
Purchase of software | 0 | 0 | |||
Cash restricted from Cerberus 3L Notes | 0 | 0 | |||
Return of capital from equity method investees | 0 | 0 | |||
Contributions to equity method investees | 0 | 0 | |||
Contribution to subsidiary | 0 | ||||
Transfers to affiliates | (2,630) | 15,787 | |||
Net cash provided by (used in) investing activities | (2,630) | 15,763 | |||
Cash flows from financing activities: | |||||
Payment to bondholders | 0 | 0 | |||
Payments of deferred financing costs | 0 | ||||
Equity contribution from Parent | 0 | ||||
Equity contribution from affiliates of Cerberus | 0 | 0 | |||
Payment of dividends | (359) | (1,058) | |||
Net transfers from/ Parent/subsidiary | 0 | 0 | |||
Net cash used in financing activities | (359) | (1,058) | |||
Net decrease in cash and cash equivalents | (409) | 10,607 | |||
Cash and cash equivalents, beginning of period | 11,802 | 13,417 | |||
Cash and cash equivalents, end of period | 11,802 | 13,417 | 11,393 | 24,024 | |
Eliminations | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Net cash provided by (used in) operating activities | (180) | (530) | |||
Cash flows from investing activities: | |||||
Purchase of property and equipment | 0 | 0 | |||
Proceeds from sale of property and equipment | 0 | 0 | |||
Purchase of software | 0 | 0 | |||
Cash restricted from Cerberus 3L Notes | 0 | 0 | |||
Return of capital from equity method investees | 0 | 0 | |||
Contributions to equity method investees | 0 | 0 | |||
Contribution to subsidiary | 40,599 | ||||
Transfers to affiliates | 3,047 | (29,725) | |||
Net cash provided by (used in) investing activities | 43,646 | (29,725) | |||
Cash flows from financing activities: | |||||
Payment to bondholders | 0 | 0 | |||
Payments of deferred financing costs | 0 | ||||
Equity contribution from Parent | (40,599) | ||||
Equity contribution from affiliates of Cerberus | 0 | 0 | |||
Payment of dividends | 180 | 529 | |||
Net transfers from/ Parent/subsidiary | (3,047) | 29,726 | |||
Net cash used in financing activities | (43,466) | 30,255 | |||
Net decrease in cash and cash equivalents | 0 | 0 | |||
Cash and cash equivalents, beginning of period | 0 | 0 | |||
Cash and cash equivalents, end of period | 0 | 0 | $ 0 | $ 0 | |
Revolving Credit Facility | |||||
Cash flows from financing activities: | |||||
Borrowings on credit facility | 0 | 18,000 | |||
Payments on credit facility | 0 | (18,000) | |||
Revolving Credit Facility | Parent | |||||
Cash flows from financing activities: | |||||
Borrowings on credit facility | 0 | ||||
Payments on credit facility | 0 | ||||
Revolving Credit Facility | Subsidiary Issuer | |||||
Cash flows from financing activities: | |||||
Borrowings on credit facility | 18,000 | ||||
Payments on credit facility | (18,000) | ||||
Revolving Credit Facility | Subsidiary Guarantors | |||||
Cash flows from financing activities: | |||||
Borrowings on credit facility | 0 | ||||
Payments on credit facility | 0 | ||||
Revolving Credit Facility | Subsidiary Non- Guarantors | |||||
Cash flows from financing activities: | |||||
Borrowings on credit facility | 0 | ||||
Payments on credit facility | 0 | ||||
Revolving Credit Facility | Eliminations | |||||
Cash flows from financing activities: | |||||
Borrowings on credit facility | 0 | ||||
Payments on credit facility | 0 | ||||
Senior Credit Facility | |||||
Cash flows from financing activities: | |||||
Borrowings on credit facility | 0 | 192,882 | |||
Payments on credit facility | (25,114) | (187,272) | |||
Senior Credit Facility | Parent | |||||
Cash flows from financing activities: | |||||
Borrowings on credit facility | 0 | ||||
Payments on credit facility | 0 | 0 | |||
Senior Credit Facility | Subsidiary Issuer | |||||
Cash flows from financing activities: | |||||
Borrowings on credit facility | 192,882 | ||||
Payments on credit facility | (25,114) | (187,272) | |||
Senior Credit Facility | Subsidiary Guarantors | |||||
Cash flows from financing activities: | |||||
Borrowings on credit facility | 0 | ||||
Payments on credit facility | 0 | 0 | |||
Senior Credit Facility | Subsidiary Non- Guarantors | |||||
Cash flows from financing activities: | |||||
Borrowings on credit facility | 0 | ||||
Payments on credit facility | 0 | 0 | |||
Senior Credit Facility | Eliminations | |||||
Cash flows from financing activities: | |||||
Borrowings on credit facility | 0 | ||||
Payments on credit facility | 0 | 0 | |||
Cerberus 3L notes | |||||
Cash flows from financing activities: | |||||
Borrowings on credit facility | $ 0 | 30,000 | |||
Cerberus 3L notes | Parent | |||||
Cash flows from financing activities: | |||||
Borrowings on credit facility | 0 | ||||
Cerberus 3L notes | Subsidiary Issuer | |||||
Cash flows from financing activities: | |||||
Borrowings on credit facility | 30,000 | ||||
Cerberus 3L notes | Subsidiary Guarantors | |||||
Cash flows from financing activities: | |||||
Borrowings on credit facility | 0 | ||||
Cerberus 3L notes | Subsidiary Non- Guarantors | |||||
Cash flows from financing activities: | |||||
Borrowings on credit facility | 0 | ||||
Cerberus 3L notes | Eliminations | |||||
Cash flows from financing activities: | |||||
Borrowings on credit facility | $ 0 |
Consolidating Financial State58
Consolidating Financial Statements of Subsidiary Guarantors (Details Textual) | Jun. 30, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Percentage of ownership | 100.00% |