Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 21, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Delta Tucker Holdings, Inc. | ||
Entity Central Index Key | 1,514,226 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 100 | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | Yes | ||
Entity Well-known Seasoned Issuers | No | ||
Entity Public Float | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Revenue | $ 2,004,436 | $ 1,836,154 | $ 1,923,177 |
Cost of services | (1,761,534) | (1,636,331) | (1,721,679) |
Selling, general and administrative expenses | (107,832) | (139,531) | (144,675) |
Depreciation and amortization expense | (32,242) | (34,889) | (34,986) |
Earnings from equity method investees | 667 | 1,066 | 140 |
Impairment of goodwill, intangibles and long lived assets | 0 | (1,782) | (96,696) |
Operating income (loss) | 103,495 | 24,687 | (74,719) |
Interest expense | (70,717) | (72,361) | (68,824) |
Loss on early extinguishment of debt | (24) | (328) | 0 |
Interest income | 353 | 212 | 110 |
Other income, net | 416 | 4,935 | 3,968 |
Income (loss) before income taxes | 33,523 | (42,855) | (139,465) |
(Provision) benefit for income taxes | (1,722) | (10,138) | 8,672 |
Net income (loss) | 31,801 | (52,993) | (130,793) |
Noncontrolling interests | (1,201) | (1,071) | (1,809) |
Net income (loss) attributable to Delta Tucker Holdings, Inc. | $ 30,600 | $ (54,064) | $ (132,602) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 31,801 | $ (52,993) | $ (130,793) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustment | 273 | (233) | (122) |
Other comprehensive income (loss), before tax | 273 | (233) | (122) |
Income tax (expense) benefit related to items of other comprehensive income (loss) | (167) | 83 | 43 |
Other comprehensive income (loss) | 106 | (150) | (79) |
Comprehensive income (loss) | 31,907 | (53,143) | (130,872) |
Comprehensive income (loss) attributable to noncontrolling interests | (1,201) | (1,071) | (1,809) |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | $ 30,706 | $ (54,214) | $ (132,681) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Current assets: | |||
Cash and cash equivalents | $ 168,250 | $ 118,218 | |
Restricted cash | 0 | 7,664 | |
Accounts receivable, net of allowances of $10,142 and $17,189, respectively | 352,550 | 300,255 | |
Prepaid expenses and other current assets | 52,542 | 65,694 | |
Total current assets | 573,342 | 491,831 | |
Property and equipment, net | 23,568 | 16,636 | |
Goodwill | 42,093 | 42,093 | |
Tradenames, net | 28,536 | 28,536 | |
Other intangibles, net | 55,302 | 84,069 | |
Long-term deferred taxes | 369 | 0 | |
Other assets, net | 12,507 | 13,372 | |
Total assets | 735,717 | 676,537 | |
Current liabilities: | |||
Current portion of long-term debt, net | 53,652 | [1] | 62,843 |
Accounts payable | 109,396 | 69,742 | |
Accrued payroll and employee costs | 105,391 | 95,580 | |
Accrued liabilities | 98,684 | 104,078 | |
Income taxes payable | 18,401 | 9,303 | |
Total current liabilities | 385,524 | 341,546 | |
Long-term debt, net | 527,039 | 569,613 | |
Long-term deferred taxes | 0 | 14,825 | |
Other long-term liabilities | 13,081 | 12,490 | |
Total liabilities | 925,644 | 938,474 | |
DEFICIT | |||
Common stock, $0.01 par value – 1,000 shares authorized and 100 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively. | 0 | 0 | |
Additional paid-in capital | 596,393 | 555,163 | |
Accumulated deficit | (791,445) | (822,045) | |
Accumulated other comprehensive loss | (404) | (510) | |
Total deficit attributable to Delta Tucker Holdings, Inc. | (195,456) | (267,392) | |
Noncontrolling interests | 5,529 | 5,455 | |
Total deficit | (189,927) | (261,937) | |
Total liabilities and deficit | $ 735,717 | $ 676,537 | |
[1] | The carrying amount of the current portion of long-term debt as of December 31, 2017 includes our Excess Cash Flow Payment of $54.9 million, which was paid on March 21, 2018 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 10,142 | $ 17,189 |
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Cash flows from operating activities | ||||||
Net income (loss) | $ 31,801 | $ (52,993) | $ (130,793) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||
Depreciation and amortization | [1] | 34,191 | 35,954 | 37,254 | ||
Amortization of deferred loan costs and original issue discount | 5,433 | 5,951 | 6,534 | |||
Allowance for losses on accounts receivable and other noncash gains or losses | 3,426 | 1,751 | (814) | |||
Loss on early extinguishment of debt | 24 | 328 | 0 | |||
Impairment of goodwill, intangibles and long-lived assets | 0 | 1,782 | 96,696 | |||
Earnings from equity method investees | (667) | (1,088) | (3,979) | |||
Distributions from equity method investees | 222 | 1,020 | 2,565 | |||
Deferred income taxes | (15,194) | 855 | (11,811) | |||
Share based compensation | 205 | 86 | 379 | |||
Other and paid in kind interest | 7,600 | 746 | 2,277 | |||
Changes in assets and liabilities: | ||||||
Accounts receivable | (47,596) | 85,842 | 61,462 | |||
Prepaid expenses and other current assets | 4,143 | (6,012) | 13,282 | |||
Accounts payable and accrued liabilities | 40,604 | (34,318) | (58,965) | |||
Income taxes payable | 9,007 | 1,249 | 5,499 | |||
Net cash provided by operating activities | 73,199 | 41,153 | 19,586 | |||
Cash flows from investing activities | ||||||
Purchase of property and equipment | (8,848) | (5,346) | (3,179) | |||
Proceeds from sale of property and equipment | 537 | 832 | 526 | |||
Purchase of software | (1,298) | (2,634) | (1,555) | |||
Return of capital from equity method investees | 8,017 | 2,557 | 4,590 | |||
Contributions to equity method investees | (5,250) | (5,406) | (3,117) | |||
Net cash (used in) provided by investing activities | (6,842) | (9,997) | (2,735) | |||
Cash flows from financing activities | ||||||
Payment to bondholders of senior unsecured notes | (39,319) | (45,000) | 0 | |||
Payments of deferred financing cost | 0 | (4,998) | 0 | |||
Payments under other financing arrangements | 0 | 0 | (2,055) | |||
Equity contribution from affiliates of Cerberus | 40,999 | 550 | 1,000 | |||
Payment of dividends to noncontrolling interests | (555) | (939) | (1,004) | |||
Net cash provided by (used in) financing activities | (23,989) | (14,777) | (2,059) | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | 42,368 | 16,379 | [2] | 14,792 | [2] | |
Cash, cash equivalents and restricted cash, beginning of period | [2] | 125,882 | 109,503 | 94,711 | ||
Cash, cash equivalents and restricted cash, end of period | 168,250 | 125,882 | [2] | 109,503 | [2] | |
Income taxes paid, net of receipts | (7,918) | (7,810) | (2,718) | |||
Interest paid | (60,379) | (61,213) | (62,025) | |||
Revolving Credit Facility | ||||||
Cash flows from financing activities | ||||||
Borrowings on credit facility | 0 | 18,000 | 218,800 | |||
Payments on credit facility | 0 | (18,000) | (218,800) | |||
Senior Credit Facility | ||||||
Cash flows from financing activities | ||||||
Borrowings on credit facility | 0 | 192,882 | 0 | |||
Payments on credit facility | (25,114) | (187,272) | 0 | |||
Cerberus 3L Note | ||||||
Cash flows from financing activities | ||||||
Borrowings on credit facility | $ 0 | $ 30,000 | $ 0 | |||
[1] | Includes amounts in Cost of services of $1.9 million, $1.1 million and $2.3 million for the years ended December 31, 2017, December 31, 2016 and December 31, 2015, respectively. | |||||
[2] | (1) Amounts in the As Reported column include cash, cash equivalents and restricted cash as required upon the adoption of ASU 2016-18. Amounts in the As Previously Reported column reflects only cash and cash equivalents. |
Consolidated Statements of Defi
Consolidated Statements of Deficit - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance, beginning of period, Shares | 100 | ||
Balance, beginning of period | $ (261,937) | $ (208,170) | $ (77,277) |
Share based compensation, net | 205 | 86 | 379 |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | 31,907 | (53,143) | (130,872) |
Capital contribution | 40,999 | 550 | 1,000 |
DIFZ financing, net of tax | 26 | 148 | 106 |
Dividends declared to noncontrolling interest | $ (1,127) | $ (1,408) | (1,506) |
Balance, end of period, Shares | 100 | 100 | |
Balance, end of period | $ (189,927) | $ (261,937) | $ (208,170) |
Common Stock | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance, beginning of period, Shares | 0 | 0 | 0 |
Balance, beginning of period | $ 0 | $ 0 | $ 0 |
Balance, end of period, Shares | 0 | 0 | 0 |
Balance, end of period | $ 0 | $ 0 | $ 0 |
Additional Paid-in Capital | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance, beginning of period | 555,163 | 554,379 | 552,894 |
Share based compensation, net | 205 | 86 | 379 |
Capital contribution | 40,999 | 550 | 1,000 |
DIFZ financing, net of tax | 26 | 148 | 106 |
Balance, end of period | 596,393 | 555,163 | 554,379 |
Accumulated Deficit | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance, beginning of period | (822,045) | (767,981) | (635,379) |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | 30,600 | (54,064) | (132,602) |
Balance, end of period | (791,445) | (822,045) | (767,981) |
Accumulated Other Comprehensive Loss | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance, beginning of period | (510) | (360) | (281) |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | 106 | (150) | (79) |
Balance, end of period | (404) | (510) | (360) |
Total Deficit Attributable to Delta Tucker Holdings, Inc. | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance, beginning of period | (267,392) | (213,962) | (82,766) |
Share based compensation, net | 205 | 86 | 379 |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | 30,706 | (54,214) | (132,681) |
Capital contribution | 40,999 | 550 | 1,000 |
DIFZ financing, net of tax | 26 | 148 | 106 |
Balance, end of period | (195,456) | (267,392) | (213,962) |
Noncontrolling Interests | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Balance, beginning of period | 5,455 | 5,792 | 5,489 |
Share based compensation, net | 0 | 0 | |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | 1,201 | 1,071 | 1,809 |
Dividends declared to noncontrolling interest | (1,127) | (1,408) | (1,506) |
Balance, end of period | $ 5,529 | $ 5,455 | $ 5,792 |
Significant Accounting Policies
Significant Accounting Policies and Accounting Developments | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies and Accounting Developments | Significant Accounting Policies and Accounting Developments 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 Company was incorporated in the state of Delaware on April 1, 2010. On July 7, 2010, DynCorp International Inc. ("DynCorp International") completed a merger with Delta Tucker Sub, Inc., a wholly owned subsidiary of the Company. Pursuant to the Agreement and Plan of Merger dated as of April 11, 2010, Delta Tucker Sub, Inc. merged with and into DynCorp International, with DynCorp International becoming the surviving corporation and a wholly-owned subsidiary of the Company (the "Merger"). Since Cerberus Capital Management, L.P. ("Cerberus") indirectly owns all of our outstanding equity, DynCorp International’s stock is no longer publicly traded as of the Merger. These consolidated financial statements have been prepared, pursuant to accounting principles generally accepted in the United States of America ("GAAP"). Fiscal Year The Company's quarterly period historically has ended on the last Friday of the calendar quarter, except for the fourth quarter of the fiscal year, which ends on December 31. These financial statements reflect our financial results for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 . Starting with the first quarter of calendar year 2018, we expect to begin reporting the results of our operations using a basis where each quarterly period ends on the last day of the calendar quarter. We expect that the change will be made on a prospective basis and operating results for prior quarterly periods will not be adjusted. Our fiscal year will continue to end on December 31. Principles of Consolidation The 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. The Company classifies its 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. Economic rights in active joint ventures that are operationally integral are indicated by the ownership percentages in the table listed below. Partnership for Temporary Housing LLC ("PaTH") 30 % Global Linguist Solutions LLC ("GLS") 51 % 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. As of December 31, 2017 , there are no active joint ventures not considered operationally integral to the Company. 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. In March 2012, we entered into a non-cash dividend distribution transaction with Cerberus Series Four Holdings, LLC and Cerberus Partners II, L.P., in which we distributed half of our 50% ownership in DIFZ. We now hold 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 consolidated statements of operations as an increase or reduction in arriving at "Net loss attributable to Delta Tucker Holdings, Inc." Noncontrolling interests is located in the equity section on the consolidated balance sheets. See Note 12 for further information regarding DIFZ. Revenue Recognition and Cost Estimation on Long-Term Contracts General - We are predominantly a services provider and only include products or systems when necessary for the execution of the service arrangement. As such, systems, equipment or materials are not generally separable from the services we provide. Revenue is recognized when persuasive evidence of an arrangement exists, services or products have been provided to the customer, the sales price is fixed or determinable (for non-U.S. government contracts) or costs are identifiable, determinable, reasonable and allowable (for our U.S. government contracts), and collectability is reasonably assured (for non-U.S. government contracts) or a reasonable contractual basis for recovery exists (for U.S. government contracts). Our contracts typically fall into the following two categories with the first representing substantially all of our revenue: (i) federal government contracts and (ii) other contracts. We apply the appropriate guidance consistently to all contracts. Major factors we consider in determining total estimated revenue and cost include the base contract price, contract options, change orders (modifications of the original contract), back charges and claims, and contract provisions for penalties, award fees and performance incentives. All of these factors and other special contract provisions are evaluated throughout the life of our contracts when estimating total contract revenue under the percentage-of-completion or proportional methods of accounting. We inherently have risks related to our estimates with long-term contracts. Actual amounts could materially differ from these estimates. We believe the following are the risks associated with our estimation process: (i) assumptions are uncertain and inherently judgmental at the time of the estimate; (ii) use of reasonably different assumptions could have changed our estimates, particularly with respect to estimates of contract revenues, costs and recoverability of assets, and (iii) changes in estimates could have material effects on our financial condition or results of operations. The impact of any one of these factors could contribute to a material cumulative adjustment. Some of our contracts with the U.S. government contain award or incentive fees. We recognize award or incentive fee revenue when we can make reasonably determinable estimates of award or incentive fees to consider them in determining total estimated contract revenue. We do not consider the mere existence of potential award or incentive fees as presumptive evidence that award or incentive fees are to be included in determining total estimated revenue. In some cases, we may not be able to accurately predict whether performance targets will be met, and as such, we exclude the award or incentive fees from the determination of total revenue in such instances. Our accrual of award or incentive fees may require adjustments from time to time. We expense pre-contract costs as incurred for an anticipated contract until the contract is awarded. Throughout the life of the contract, indirect costs, including general and administrative costs, are expensed as incurred. Management regularly reviews project profitability and underlying estimates, including total cost to complete a project. For each project, estimates for total project costs are based on such factors as a project's contractual requirements and management's assessment of current and future pricing, economic conditions, political conditions and site conditions. Estimates can be impacted by such factors as additional requirements from our customers, a change in labor markets impacting the availability or cost of a skilled workforce, regulatory changes both domestically and internationally, political unrest or security issues at project locations. Revisions to estimates are reflected in our consolidated results of operations as changes in accounting estimates in the periods in which the facts that give rise to the revisions become known by management. We believe long-term contracts, contracts in a loss position and contracts with material award fees drive the significant changes in estimates in our contracts. 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 years ended December 31, 2017 , December 31, 2016 and December 31, 2015 . For the years ended December 31, 2017 December 31, 2016 December 31, 2015 (Amounts in millions) Gross favorable adjustments $ 26.9 $ 27.9 $ 29.2 Gross unfavorable adjustments (3.3 ) (31.8 ) (3.3 ) Net adjustments $ 23.6 $ (3.9 ) $ 25.9 Federal Government Contracts — For all non-construction and non-software U.S. federal government contracts or contract elements, we apply the guidance in ASC 912 - Contractors - Federal Government. We apply the combination and segmentation guidance in ASC 605-35 Revenue - Construction-Type and Production-Type Contracts under the guidance of ASC 912 in analyzing the deliverables contained in the applicable contract to determine appropriate profit centers. Revenue is recognized by profit center using the percentage-of-completion method or completed-contract method. The completed-contract method is used when reliable estimates cannot be supported for percentage-of-completion method recognition or for short duration projects when the results of operations would not vary materially from those resulting from use of the percentage-of-completion method. Until complete, project costs may be maintained in work-in-progress, a component of inventory. Revenue is recognized based on progress towards completion over the contract period, measured by either output or input methods appropriate to the services or products provided. For example, "output measures" can include units delivered or produced, such as aircraft for which modification has been completed. "Input measures" can include a cost-to-cost method, such as for procurement-related services. Other Contracts or Contract Elements — Our contracts with non-federal government customers are predominantly service arrangements. Multiple-element arrangements involve multiple obligations in various combinations to perform services, deliver equipment or materials, grant licenses or other rights, or take certain actions. We evaluate all deliverables in an arrangement to determine whether they represent separate units of accounting. Arrangement consideration is allocated among the separate units of accounting based on the guidance applicable for the multiple-element arrangements. Arrangements that are entered into or materially modified after January 1, 2011, are allocated to those identified as multiple-element arrangement based on their relative selling price which is established through vendor specific objective evidence (“VSOE”), third party evidence, or management’s best estimate. Due to the customized nature of our arrangements, VSOE and third party evidence is generally not available. Therefore, our post-January 1, 2011 arrangements allocate the relative selling price to multiple-element arrangements utilizing management’s best estimate of selling price. Cash and Cash Equivalents For purposes of reporting cash and cash equivalents, we consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Restricted Cash Restricted cash represents cash restricted by certain contracts and available for use to pay specified costs and vendors on work performed on specific contracts. On some contracts, advance payments are not available for use and cash is to be disbursed for specified costs for work performed on the specific contract. Changes in restricted cash related to our contracts are included as operating activities within our consolidated statement of cash flows. In June 2016, we received $30.0 million in cash for the Cerberus 3L Notes under the Third Lien Credit Agreement. The proceeds were restricted to pay fees and expenses in support of or related to the Company's Global Advisory Group, which were fully utilized as of December 31, 2017 . As of December 31, 2016 , the Company classified the restricted cash related to the Third Lien Credit Agreement as a current asset. See Note 7 for further discussion. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management evaluates these estimates and assumptions on an ongoing basis, including but not limited to, those relating to allowances for doubtful accounts, fair value and impairment of intangible assets and goodwill, income taxes, stock based compensation, profitability on contracts, anticipated contract modifications, contingencies and litigation. Actual results could differ from those estimates. Allowance for Doubtful Accounts We establish an allowance for doubtful accounts against specific billed receivables based upon the latest information available to determine whether invoices are ultimately collectible. Such information includes the historical trends of write-offs and recovery of previously written-off accounts, the financial strength of the respective customer and projected economic and market conditions. The evaluation of these factors involves subjective judgments and changes in these factors may cause an increase to our estimated allowance for doubtful accounts, which could impact our consolidated financial statements by incurring bad debt expense. Given that we primarily serve the U.S. government, we believe the risk is low that changes in our allowance for doubtful accounts would result in a material impact on our financial results. Property and Equipment The cost of property and equipment, less applicable residual values, is depreciated using the straight-line method. Depreciation commences when the specific asset is complete, installed and ready for normal use. Depreciation related to equipment purchased for specific contracts is typically included within Cost of services, as this depreciation is directly attributable to project costs. We evaluate property and equipment for impairment quarterly by examining factors such as existence, functionality, obsolescence and physical condition. In the event we experience impairment, we revise the useful life estimate and record the impairment to arrive at a revised net book value. Our standard depreciation and amortization policies are as follows: Aircraft 5 to 10 years Computers and related equipment 3 to 5 years Leasehold improvements Shorter of lease term or useful life Office furniture and fixtures 2 to 10 years Vehicles 2 to 10 years Customer Related Intangible Assets The initial values assigned to customer-related intangibles were the result of fair value calculations associated with business combinations. The values were determined based on estimates and judgments regarding expectations for the estimated future after-tax cash flows from those assets over their lives, including the probability of expected future contract renewals and sales, less a cost-of-capital charge, all of which was discounted to present value. We evaluate the carrying value of our customer-related intangibles within the asset group representing the lowest level of identifiable cash flows whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The customer related intangible carrying value is considered impaired when the anticipated undiscounted cash flows from such asset group is less than its carrying value. In that case, a loss is recognized based on the amount by which the carrying value exceeds the fair value. Indefinite-Lived Assets and Goodwill Indefinite-lived assets, including goodwill and indefinite-lived tradename, are not amortized but are subject to an annual impairment test. We evaluate goodwill and indefinite lived tradename for impairment annually in the first month of the fourth quarter of each fiscal year and when a triggering event occurs or circumstances change to suggest that the carrying value may not be recoverable. The impairment test compares the fair value of each of our reporting units with its carrying amount, including indefinite-lived assets. If upon completion of the impairment test, the carrying value of the reporting unit exceeds its fair value, the Company will recognize an impairment loss. Income Taxes We file income, franchise, gross receipts and similar tax returns in many jurisdictions. Our tax returns are subject to audit by the Internal Revenue Service, within most states in the U.S. and by various government agencies representing several jurisdictions outside the U.S. We use the asset and liability approach for financial accounting and reporting for income taxes in accordance with GAAP. Deferred income tax assets and liabilities are computed quarterly for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. On December 22, 2017, the President of the United States signed into law the Tax Act. The Tax Act amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and businesses. For businesses, the Tax Act creates limitations on interest expense deductions (if certain conditions apply) and reduces the corporate federal tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. Since the Tax Act was enacted during calendar year 2017, the Company is required to value its deferred tax assets and liabilities applying the rates prescribed by the enacted law for the period in which such deferred tax assets and liabilities are expected to reverse. SEC Staff Accounting Bulletin (“SAB”) 118 allows us to provide a provisional estimate of the impacts of the Tax Act due to the complexities involved in accounting for the enactment of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the enactment of the Tax Act to complete the accounting under ASC 740, Income Taxes . Income tax expense is made up of current expense which includes both permanent and temporary differences and deferred expense which only includes temporary differences. Income tax expense is the amount of tax payable for the period plus or minus the change in deferred tax assets and liabilities during the period. We perform a comprehensive review of our portfolio of uncertain tax positions regularly. The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. A liability is recorded when a benefit is recognized for a tax position and it is not more-likely-than-not that the position will be sustained on its technical merits or where the position is more-likely-than-not that it will be sustained on its technical merits, but the largest amount to be realized upon settlement is less than 100% of the position. To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. Tax-related interest is included within interest expense and tax-related penalties are included within income tax expense in our consolidated statements of operations. See Note 4 regarding income taxes. Share Based Compensation We recognize compensation expense in the financial statements for all share based arrangements. Share based compensation cost is measured at the date of grant, based on the fair value of the award, and is recognized over the employee's requisite service period. See Note 9 for further discussion on share based compensation. Currency Translation The assets and liabilities of our subsidiaries outside the U.S. that have a currency other than the U.S. dollar are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Results of operations and cash flow items for these subsidiaries are translated at the average exchange rates prevailing during the period. Gains and losses resulting from currency transactions and the re-measurement of the financial statements of U.S. functional currency foreign subsidiaries are recognized currently in Cost of services and Other income, net, respectively and those resulting from translation of financial statements are included in accumulated other comprehensive income (loss). Our foreign currency transactional gains and losses were not material for the calendar years ended December 31, 2017 , December 31, 2016 and December 31, 2015 . Operating Segments Our business was aligned into three operating and reporting segments during the year ended December 31, 2017 : Aviation Engineering, Logistics, and Sustainment ("AELS"), Aviation Operations and Life Cycle Management ("AOLC") and DynLogistics. Our chief operating decision maker, Chief Executive Officer George Krivo, assesses performance and allocates resources based upon the separate financial information around the Company’s operating segments, which is comprised of numerous contracts. In January 2018, the Company amended its organizational structure to improve efficiencies within existing businesses, capitalize on new opportunities, continue international growth and expand commercial business. The Company’s three operating and reporting segments, AELS, AOLC and DynLogistics, were re-aligned into two operating and reporting segments by combining AELS and AOLC into DynAviation with DynLogistics continuing to operate as a separate segment. Each operating and reportable segment is its own reporting unit. 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. 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 requires a retrospective approach. Early adoption is permitted, including adoption in an interim period. The Company elected to adopt ASU 2016-15 during the fourth quarter of calendar year 2017. The adoption of this guidance did not have an impact 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. The Company elected to adopt ASU 2016-18 during the fourth quarter of calendar year 2017. The Company recast its statement of cash flows for all prior periods. Our statement of cash flows explains the change in the total of cash, cash equivalents, and restricted cash. The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of such amounts in the consolidated statements of cash flows: For the years ended December 31, 2017 December 31, 2016 December 31, 2015 ( Amounts in thousands) Beginning of period Cash and cash equivalents $ 118,218 $ 108,782 $ 94,004 Restricted cash 7,664 721 707 Total cash, cash equivalents and restricted cash, beginning of period 125,882 109,503 94,711 End of period Cash and cash equivalents 168,250 118,218 108,782 Restricted cash — 7,664 721 Total cash, cash equivalents and restricted cash, end of period 168,250 125,882 109,503 Net increase (decrease) in cash, cash equivalents and restricted cash $ 42,368 $ 16,379 $ 14,792 The following table illustrates changes in the Company's Consolidated Statements of Cash Flows as reported and as previously reported prior to the adoption of ASU 2016-18 in the fourth quarter of calendar year 2017: Year Ended December 31, 2016 December 31, 2015 As Reported As Previously Reported As Reported As Previously Reported ( Amounts in thousands) Net cash provided by operating activities $ 41,153 $ 41,153 $ 19,586 $ 19,572 Net cash used in investing activities (9,997 ) (16,940 ) (2,735 ) (2,735 ) Net cash used in financing activities (14,777 ) (14,777 ) (2,059 ) (2,059 ) Net increase in cash, cash equivalents and restricted cash (1) 16,379 9,436 14,792 14,778 Cash, cash equivalents and restricted cash, beginning of period (1) 109,503 108,782 94,711 94,004 Cash, cash equivalents and restricted cash, end of period (1) 125,882 118,218 109,503 108,782 (1) Amounts in the As Reported column include cash, cash equivalents and restricted cash as required upon the adoption of ASU 2016-18. Amounts in the As Previously Reported column reflects only cash and cash equivalents. 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 form Contracts with Customers (Topic 606): Deferral of 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 used ASU No. 2016-08, Revenue form 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. The core principle of ASU 2014-09 is that an entity should recognize revenue to de |
Composition of Certain Financia
Composition of Certain Financial Statement Captions | 12 Months Ended |
Dec. 31, 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 December 31, 2017 December 31, 2016 (Amounts in thousands) Prepaid expenses $ 38,423 $ 39,895 Inventories 8,240 18,451 Work-in-process inventory, net 520 164 Joint venture receivables 29 84 Other current assets 5,330 7,100 Total prepaid expenses and other current assets $ 52,542 $ 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 an $8.2 million charge, presented in Cost of services on our Statement of Operations, for the termination of a subcontractor agreement, partially offset by the timing of payments. Inventory is valued at the lower of cost or net realizable value. The reduction to Inventories, net is primarily due to the winding down of an AELS contract with a period of performance ending in calendar year 2018. Property and equipment, net As of December 31, 2017 December 31, 2016 (Amounts in thousands) Aircraft $ 3,868 $ 2,997 Computers and related equipment 7,967 7,161 Leasehold improvements 17,614 20,934 Office furniture and fixtures 4,184 5,499 Vehicles 12,659 3,430 Gross property and equipment 46,292 40,021 Less accumulated depreciation (22,724 ) (23,385 ) Total property and equipment, net $ 23,568 $ 16,636 As of December 31, 2017 and December 31, 2016 , Property and equipment, net, also included the accrual for property additions of $4.4 million and $0.3 million , respectively. The increase in property and equipment addition accruals for the year ended December 31, 2017 was due to vehicle additions on a DynLogistics program. Depreciation expense was $4.6 million , $4.2 million and $5.8 million for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively, including certain depreciation amounts classified as Cost of services. See Note 11 for additional discussion. Other assets, net As of December 31, 2017 December 31, 2016 (Amounts in thousands) Investment in affiliates $ 5,746 $ 7,825 Palm promissory notes, long-term portion 1,876 2,034 Other 4,885 3,513 Total other assets, net $ 12,507 $ 13,372 Investment in affiliates decreased from $7.8 million as of December 31, 2016 to $5.7 million as of December 31, 2017 primarily due to returns of capital from Babcock and GLS, partially offset by contributions to GLS. Accrued payroll and employee costs As of December 31, 2017 December 31, 2016 (Amounts in thousands) Wages, compensation and other benefits $ 90,583 $ 82,062 Accrued vacation 13,625 12,462 Accrued contributions to employee benefit plans 1,183 1,056 Total accrued payroll and employee costs $ 105,391 $ 95,580 Accrued liabilities As of December 31, 2017 December 31, 2016 (Amounts in thousands) Customer liability $ 23,486 $ 20,762 Accrued insurance 23,793 26,201 Accrued interest 23,194 25,807 Contract losses 2,660 10,912 Legal reserves 9,233 4,597 Subcontractor retention — 250 Other 16,318 15,549 Total accrued liabilities $ 98,684 $ 104,078 Customer liabilities represent amounts received from customers in excess of revenue recognized or for amounts due back to a customer. The decrease 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. The change in contract losses is primarily due to the utilization of losses by an AELS contract which we completed in calendar year 2017. Changes to the provision for contract losses are presented in Cost of services on our Consolidated Statement of Operations. Legal matters include reserves related to various lawsuits and claims that arise in the normal course of business. 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 December 31, 2017 and December 31, 2016 , Other long-term liabilities were $13.1 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 $3.3 million and $4.3 million as of December 31, 2017 and December 31, 2016 , respectively, and a long-term leasehold obligation related to our Tysons Corner facility in McLean, Virginia, of $2.8 million and $3.3 million as of December 31, 2017 and December 31, 2016 , respectively. Other long-term liabilities also include an uncertain tax benefit of $3.5 million and $3.3 million , respectively, as of December 31, 2017 and December 31, 2016 . See Note 4 for further discussion. |
Goodwill, Other Intangible Asse
Goodwill, Other Intangible Assets and Long-Lived Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Other Intangible Assets and Long-Lived Assets | Goodwill, Other Intangible Assets and Long-Lived Assets During the calendar year ended December 31, 2017 , we had three operating and reporting segments, which provide services domestically and in foreign countries primarily under contracts with the U.S. government: AELS, 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 December 31, 2017 which we assess for potential goodwill impairment. The carrying amount of goodwill for DynLogistics was $42.1 million as of both December 31, 2017 and December 31, 2016 . In January 2018, the Company amended its organizational structure to improve efficiencies within existing businesses, capitalize on new opportunities, continue international growth and expand commercial business. The Company’s three operating and reporting segments, AELS, AOLC and DynLogistics, were re-aligned into two operating and reporting segments by combining AELS and AOLC into DynAviation with DynLogistics continuing to operate as a separate segment. The Company will include the new operating and reporting segments in its Form 10-Q for the quarter ending March 31, 2018. See Note 14 for further discussion. We assess goodwill and other intangible assets with indefinite lives for impairment annually in the first month of the fourth quarter and when an event occurs or circumstances change that would suggest a triggering event. If a triggering event is identified, an impairment test is performed to identify any possible impairment in the period in which the event is identified. We estimate the fair value of our reporting units using a combination of the income approach and the market approach. Under the income approach, we utilize a discounted cash flow model based on several factors including balance sheet carrying values, historical results, our most recent forecasts, and other relevant quantitative and qualitative information. We discount the related cash flow forecasts using the weighted-average cost of capital at the date of evaluation. Under the market approach, we utilize comparative market multiples in the valuation estimate. While the income approach has the advantage of utilizing more company specific information, the market approach has the advantage of capturing market based transaction pricing. The estimates and assumptions used in assessing the fair value of our reporting units and the valuation of the underlying assets and liabilities are inherently subject to significant uncertainties. Determining the fair value of a reporting unit or an indefinite-lived intangible asset involves judgment and the use of significant estimates and assumptions, particularly related to future operating results and cash flows. These estimates and assumptions include, but are not limited to, revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and identification of appropriate market comparable data. Preparation of forecasts and the selection of the discount rate involve significant judgments that we base primarily on existing firm orders, expected future orders, and general market conditions. Significant changes in these forecasts, the discount rate selected, or the weighting of the income and market approach could affect the estimated fair value of one or more of our reporting units or indefinite-lived intangible assets and could result in an impairment charge in a future period. In addition, the identification of reporting units and the allocation of assets and liabilities to the reporting units or asset groups when determining the carrying value of each reporting unit or indefinite-lived intangible assets also requires judgment. All of these factors are subject to change with a change in the defense industry or larger macroeconomic environment. Our revenue is predominantly from contracts and subcontracts with the U.S. government and its agencies. The continuation and renewal of our existing government contracts and new government contracts are, among other things, contingent upon the availability of adequate funding for various U.S. government agencies, including the Department of Defense ("DoD") and the Department of State ("DoS"). Funding for our programs is dependent upon the annual budget and the appropriation decisions assessed by Congress, which are beyond our control. Estimates and judgments made by management, as it relates to the fair value of our reporting units or indefinite-lived intangible assets, could be impacted by the continued uncertainty over the defense industry. During our annual goodwill impairment test as of October 2017, we concluded that there were no triggering events identified in our remaining reporting units and the estimated fair values of each of our remaining reporting units substantially exceeded their respective carrying values. The projections for these reporting units include significant estimates related to new business opportunities which are the basis for the discount rate assumptions currently applied and we have assessed this risk as one of the variables in establishing the discount rate. If we are unsuccessful in obtaining these opportunities in 2018, a triggering event could be identified and an impairment test would be performed to identify any possible goodwill impairment in the period in which the event is identified. The fair value of the reporting units and the assets and liabilities identified in the impairment test were determined using the combination of the income approach and the market approach, which are Level 3 and Level 2 inputs, respectively. See Note 10 for further discussion of fair value. In calculating the fair value of the remaining reporting units, we used unobservable inputs and management judgment which are Level 3 fair value measurements. We used the following estimates and assumptions in the discounted cash flow analysis: • terminal value growth rates based on real rates of growth and inflationary growth; • terminal earnings before interest, taxes, depreciation and amortization ("EBITDA") margins, as a percentage of revenue reflecting forecasted EBITDA margins; • discount rates based on weighted-average cost of capital; and • assumptions regarding future capital expenditures. The market approach analysis utilized observable level 2 inputs as it considered the inputs of other comparable companies. Since the Merger, accumulated goodwill impairment was $700.4 million as of both December 31, 2017 and December 31, 2016 . Since the Merger, AELS, AOLC and DynLogistics accumulated goodwill impairment was $149.0 million , $293.4 million and $197.9 million , respectively, as of both the years ended December 31, 2017 and December 31, 2016 . Since the Merger, the former GLS segment accumulated goodwill impairment was $60.1 million , and is no longer considered a segment for the years ended December 31, 2017 and December 31, 2016 . The following tables provide information about changes relating to certain intangible assets: As of December 31, 2017 (Amounts in thousands, except years) Weighted Gross (1) Accumulated Net Other intangible assets: Customer-related intangible assets 2.3 $ 229,860 $ (177,738 ) $ 52,122 Other Finite-lived 2.6 14,821 (11,641 ) 3,180 Total other intangibles $ 244,681 $ (189,379 ) $ 55,302 Tradenames: Indefinite-lived $ 28,536 $ — $ 28,536 Total tradenames $ 28,536 $ — $ 28,536 (1) Certain fully amortized intangible balances were eliminated during calendar year 2017. 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 — $ 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 $29.6 million , $31.8 million and $31.4 million for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. Other intangibles is primarily representative of our capitalized software which had a net carrying value of $3.2 million and $3.7 million as of December 31, 2017 and December 31, 2016 , respectively. The following table outlines an estimate of future amortization based upon the finite-lived intangible assets owned at December 31, 2017 : (Amounts in thousands) Amortization (1) Estimate for calendar year 2018 $ 22,024 Estimate for calendar year 2019 21,798 Estimate for calendar year 2020 11,389 Estimate for calendar year 2021 91 Estimate for calendar year 2022 — Thereafter — (1)The future amortization is inclusive of the finite lived intangible-assets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On December 22, 2017, the President of the United States signed into law the Tax Act. The Tax Act amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and businesses. For businesses, the Tax Act creates limitations on interest expense deductions (if certain conditions apply) and reduces the corporate federal tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. Since the Tax Act was enacted during calendar year 2017, the Company is required to value its deferred tax assets and liabilities applying the rates prescribed by the enacted law for the period in which such deferred tax assets and liabilities are expected to reverse. SEC Staff Accounting Bulletin (“SAB”) 118 allows us to provide a provisional estimate of the impacts of the Tax Act due to the complexities involved in accounting for the enactment of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the enactment of the Tax Act to complete the accounting under ASC 740, Income Taxes . Specific impacts of the Tax Act are discussed below. The domestic and foreign components of Income (loss) before income taxes are as follows: For the years ended December 31, 2017 December 31, 2016 December 31, 2015 (Amounts in thousands) Domestic $ 30,810 $ (45,100 ) $ (143,446 ) Foreign 2,713 2,245 3,981 Income (loss) before income taxes $ 33,523 $ (42,855 ) $ (139,465 ) The (Provision) benefit for income taxes consists of the following: For the years ended December 31, 2017 December 31, 2016 December 31, 2015 (Amounts in thousands) Current portion: Federal $ — $ — $ — State (870 ) (775 ) (550 ) Foreign (16,214 ) (8,424 ) (7,391 ) (17,084 ) (9,199 ) (7,941 ) Deferred portion: Federal 15,063 163 16,024 State 292 37 388 Foreign 7 (1,139 ) 201 15,362 (939 ) 16,613 (Provision) benefit for income taxes $ (1,722 ) $ (10,138 ) $ 8,672 Temporary differences, which give rise to deferred tax assets and liabilities, were as follows: As of December 31, 2017 December 31, 2016 (Amounts in thousands) Deferred tax assets related to: Workers' compensation accrual $ 2,276 $ 5,007 Accrued vacation 2,447 3,780 Completion bonus allowance 3,933 6,260 Accrued severance 109 354 Accrued executive incentives 5,475 8,396 Legal reserve 2,075 1,645 Allowance for doubtful accounts 3,223 8,366 Accrued health costs 2,398 3,414 Contract loss reserve 3,055 5,083 Other accrued liabilities and reserves 6,041 6,619 Partnership / joint venture basis differences 1,994 3,629 Foreign tax credit carryforward 45,426 30,495 Net operating loss carryforward 6,387 4,222 Other carryforwards 2,156 1,393 Uncertain tax positions 751 943 Goodwill and other intangible assets 14,451 52,477 Valuation allowance (66,618 ) (88,806 ) Total deferred tax assets 35,579 53,277 Deferred tax liabilities related to: Prepaid insurance (4,846 ) (6,865 ) Indefinite lived intangibles — (15,473 ) Unbilled receivables (30,364 ) (45,764 ) Total deferred tax liabilities (35,210 ) (68,102 ) Total deferred tax assets (liabilities), net $ 369 $ (14,825 ) Non-current deferred tax assets, net, was $0.4 million and non-current deferred tax liabilities, net, was $14.8 million as of December 31, 2017 and December 31, 2016 , respectively. As a result of the Tax Act, deferred tax assets, net, were reduced by $10.3 million with an equal and corresponding adjustment to the valuation allowance. Due to provisions within the Tax Act, the Company believes that it is more likely than not that the Company will create future offsetting indefinite lived deferred tax assets principally related to the carryover of non-deductible interest. Therefore, the Company has considered its indefinite lived deferred tax liability as a source of future taxable income, which resulted in the Company releasing $15.5 million of valuation allowance, of which $15.5 million adjusted the total provision for income taxes for the year ended December 31, 2017 . The Company has assessed the valuation allowance implications of U.S. Tax Reform. Due to the uncertainties between the valuation allowance and future deferred tax assets and liabilities as of December 31, 2017, the Company included provisional estimates of the income tax effects of the Tax Act. 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. The Company must also assess whether its valuation allowance analyses are affected by the Tax Act. The following items impacted the valuation allowance due to the enacted Tax Act: • A reduction in deductible interest expense for federal income tax purposes which will create an indefinite lived asset; • The prevention of deferring revenue with respect to unbilled receivables; and • The recognition of revenue it had previously deferred as unbilled receivables over a four-year period pursuant to Internal Revenue Code ("IRC") Section 481. While we anticipate that the Tax Act will result in the Company enhancing its ability to recognize existing deferred tax assets in the future, the Company also anticipates that the Tax Act will create new deferred tax assets that will be subject to future valuation allowance. As such, the Company will remain in a valuation allowance on most domestic deferred tax assets for the period ended December 31, 2017 but will assess the need for valuation allowance each period. We adopted ASU 2015-17, Balance Sheet Classification of Deferred Taxes, during the year ended December 31, 2016 which eliminates the current requirement to present deferred tax liabilities and assets as current and noncurrent amounts in a classified statement of financial position and requires us to classify all deferred tax assets and liabilities as noncurrent in a statement of financial position. We applied ASU 2015-17 prospectively and prior periods were not retroactively adjusted. As of December 31, 2017 , we had $20.5 million of U.S. federal net operating losses available for use compared to $9.1 million U.S. federal net operating losses available for use as of December 31, 2016 . Pursuant to the Tax Act, federal net operating losses created on or after January 1, 2018 have an infinite life (no carryover limit). The federal net operating losses discussed above were created prior to January 1, 2018 and have a 20-year carryforward limit. We anticipate using most, if not all of our federal net operating losses, in calendar year 2018. As of December 31, 2017 and December 31, 2016 , we had state net operating losses of approximately $141.0 million and $131.0 million , respectively, most of which will begin to expire in 2020 or later. State net operating losses carryforward limits may change as a result of the Tax Act and the Company will stay alert to those changes. We had approximately $45.4 million and $30.5 million as of December 31, 2017 and December 31, 2016 , respectively, in foreign tax credit carryforwards ("FTCs") which have begun to expire. Additionally, we made no estimated federal income tax payments nor have we received any federal income tax refunds for the year ended December 31, 2017 . All income taxes paid or refunds received during the year ended December 31, 2017 related to state or foreign jurisdictions. A reconciliation of the statutory federal income tax rate to our effective rate is provided below: For the years ended December 31, 2017 December 31, 2016 December 31, 2015 Statutory rate 35.0 % 35.0 % 35.0 % State income tax, less effect of federal deduction 1.7 % (1.7 )% (0.1 )% Noncontrolling interests (1.3 )% 0.9 % 0.5 % Goodwill impairment (1) — % — % (11.6 )% Nondeductible meals and entertainment 2.4 % (2.2 )% (0.7 )% Nondeductible expenses 2.9 % (2.7 )% (0.2 )% Impact of Tax Act 30.7 % — % — % Valuation allowance (68.1 )% (52.9 )% (16.7 )% Other 1.8 % (0.1 )% — % Effective tax rate 5.1 % (23.7 )% 6.2 % (1) Includes non-cash impairment charges to goodwill for the year ended December 31, 2015 . Due to the nature of our business, as a provider of professional and technical government services to the U.S. government, foreign earnings are generally exempt from foreign tax due to various bi-lateral agreements often referred to as Status of Forces Agreements ("SOFA") and Status of Mission Agreements ("SOMA") or their equivalents. We repatriate and provide U.S. income taxes on virtually all income we earn outside of the United States. We file income tax returns in U.S. federal and state jurisdictions and in various foreign jurisdictions which are subject to examinations by the IRS and other taxing authorities. These audits can result in adjustments of taxes due. Our estimate of the potential outcome of any uncertain tax issue prior to audit is subject to management's assessment of relevant risks, facts, and circumstances existing at that time. An unfavorable result under audit may reduce the amount of state net operating losses we have available for carryforward to offset future taxable income, or may increase the amount of tax due for the period under audit, resulting in an increase to the effective rate in the year of resolution. The statute of limitations is open for U.S. federal income tax returns for our fiscal year 2014 forward. The statute of limitations for state income tax returns is open for our fiscal year 2014 forward, with few exceptions, and the statute of limitations for foreign income tax examinations is open for calendar year 2012 forward, with few exceptions. Uncertain Tax Positions We account for uncertain tax positions in accordance with ASC 740 - Income Taxes , which prescribes the more likely than not threshold for recognition of a tax position in the financial statements. The amount of unrecognized tax benefits at December 31, 2017 and December 31, 2016 was $2.8 million and $2.6 million , respectively, of which $2.7 million and $2.3 million , respectively, would impact our effective tax rate if recognized. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (Amounts in thousands) Unrecognized Tax Benefits Balance at December 31, 2015 $ 2,634 Additions for tax positions related to prior years — Reductions for tax positions of prior years — Settlements — Remeasurements — Net releases — Lapse of statute of limitations — Balance at December 31, 2016 $ 2,634 Additions for tax positions related to prior years 158 Reductions for tax positions of prior years — Settlements — Remeasurements — Net releases — Lapse of statute of limitations — Balance at December 31, 2017 $ 2,792 We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. For the years ended December 31, 2017 and December 31, 2016 , there was no accrued interest related to unrecognized tax benefits in interest expense and no penalties recognized in the provision for income taxes within our consolidated statements of operations. We do not expect the unrecognized tax benefit of $3.5 million , inclusive of penalties, as of December 31, 2017 to be settled within the next 12 months. In addition to the above, the Company established a reserve during the year ended December 31, 2017 related to uncertain tax positions in the deferred tax accounts, offsetting the FTC, by $0.8 million . |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts Receivable, net consisted of the following: As of December 31, 2017 December 31, 2016 (Amounts in thousands) Billed $ 160,770 $ 93,409 Unbilled 191,780 206,846 Total $ 352,550 $ 300,255 Unbilled receivables 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 decreased from $26.7 million as of December 31, 2016 to $12.0 million as of December 31, 2017 primarily due to collections of these receivables in our AOLC segment. As of December 31, 2017 , we had one contract claim outstanding totaling $2.7 million , net of reserves. As of December 31, 2016 , we had three contract claims outstanding totaling $2.4 million , net of reserves. 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 $10.1 million as of December 31, 2017 compared to $17.2 million as of December 31, 2016 , and is primarily due to outstanding receivables where we operated under a subcontract for a prime contractor on a U.S. government program that ended December 31, 2014 . During the year ended December 31, 2017 , we adjusted our allowance for doubtful accounts based on collections against a portion of these outstanding amounts. See Note 8 for further discussion. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans 401(k) Savings Plans The DynCorp International Savings Plan (the "Savings Plan") is a participant-directed, defined contribution, 401(k) plan for the benefit of employees meeting certain eligibility requirements. The Savings Plan is intended to qualify under Section 401(a) of the U.S. Internal Revenue Code (the "Code") and is subject to the provisions of the Employee Retirement Income Security Act of 1974. Under the Savings Plan, participants may contribute from 1% to 50% of their earnings. Contributions are made on a pre-tax or Roth basis, limited to annual maximums set by the Code. For the year ended December 31, 2017 , the maximum contribution per employee is $18,000 and the catch-up contribution limit for participants age 50 or older is $6,000 per calendar year. Company matching contributions are also made in an amount equal to 100% of the first 2% of employee contributions and 50% of the next 4% , up to $10,800 per calendar year, which are invested in various funds at the discretion of the participant, and vests in three equal 33.3% installments over three years based on the employee’s annual hire date anniversary. We incurred Savings Plan expense of approximately $9.5 million , $8.8 million and $9.2 million for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. A portion of the Savings Plan expense has been presented within Cost of services, with the remainder in Selling, general and administrative expenses in the consolidated statement of operations. All Savings Plan expenses are fully funded. Nonqualified Unfunded Deferred Compensation Plan The Company has a non-qualified unfunded and unsecured deferred compensation plan that is offered to certain members of management allowing for the deferral of salary and bonuses without the statutory limitations present in 401(k) savings plan. The elections under the savings plans must be completely separate and independent of each other. Under the deferred compensation plan for the years ended December 31, 2017 and December 31, 2016 , the deferral amount limitation is 100% of salary and 100% of bonuses and each participant shall be 100% vested in his or her account, at all times. The funds can be distributed the first day of the calendar month following the six -month anniversary of the participant’s separation from the Company. The participant can elect payout of the funds in a single sum or annual installments over 5 or 10 years; however, only one election can be made with respect to all of the deferrals in the respective account. If, for any reason, the participant fails to make a valid and timely election, the participant’s account shall be distributed as a single sum as of the participant’s benefit commencement date. There were no contributions made to the deferred compensation plan on behalf of the Company for years ended December 31, 2017 , December 31, 2016 and December 31, 2015 . Multiemployer Pension Plans We are subject to several collective-bargaining-agreements ("CBAs") that require contributions to a multiemployer defined benefit pension plan that covers its union-represented employees. We contribute to this plan based on specified hourly rates for eligible hours. The risks of participating in this multiemployer plan are different from single-employer plans in the following aspects: a. Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. b. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. c. If we stop participating in the multiemployer plan, we may be required to pay a withdrawal liability based on our portion of the unfunded vested benefits of the plan. As of December 31, 2017 , we had approximately 13,100 personnel, of which approximately 3,900 , or 29.8% of our personnel, are employees represented by labor unions. We are subject to 44 CBAs which have various expiration dates, with the longest expiring in September 2021 . Approximately 7.5% of our personnel are covered by a CBA that will expire in one year. Of the 44 CBAs, we have 14 significant CBAs that require contributions to the International Association of Machinists National Pension Fund ("IAMNPF") with expiration dates ranging from April 15, 2018 through September 30, 2021 . As long as we remain a contributing employer, we have no liability for any unfunded portion of this plan. However, if for any reason, we stop making contributions to the plan under any of the individual CBAs, we could be assessed a potential withdrawal liability based on our share of the unfunded vested benefits of the plan. Our share of the unfunded vested benefits is determined by the contributions required under the individual CBAs from which we withdraw relative to the contributions made to the plan as a whole. Our participation in the IAMNPF for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 is outlined in the table below. The "EIN/PN" column provides the Employee Identification Number ("EIN") and the three-digit plan number ("PN"). The most recent Pension Protection Act ("PPA") zone status available for 2017, 2016 and 2015 is for the plan year-ends as indicated below. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded. The "FIP/RP Status Pending/Implemented" column indicates if the plan has a financial improvement plan ("FIP") or a rehabilitation plan ("RP") which is either pending or has been implemented. In addition to regular plan contributions, we may be subject to a surcharge if the plan is in the red zone. The "Surcharge Imposed" column indicates whether a surcharge has been imposed on contributions to the plan. The last column lists the expiration date of the collective-bargaining agreements to which the plan is subject. FIP / RP Status Total Contributions of DynCorp International Expiration PPA Zone Status (2) Pending / (Amounts in thousands) Surcharge Date of Pension Fund EIN/PN 2017 2016 2015 Implemented 2017 2016 2015 Imposed CBA IAMNPF (1) 516031295 / 001 Green Green Green No $8,337 $9,534 $9,341 No 4/15/2018 through 9/30/2021 (1) Of the 14 collective-bargaining agreements that require contributions to this plan, the agreement with International Association of Machinists ("IAM") union employees at Naval Test Wing Atlantic is the most significant as contributions under this plan for years 2018 through the expiration date of the collective-bargaining agreement will approximate $9.5 million , or 49% of all required contributions to the IAMNPF. (2) Unless otherwise noted, the most recent PPA zone status available in 2017, 2016 and 2015, is for the plan’s year-end status for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. The zone status is based on information we receive from the plan and is certified by the plan's actuary. Generally, plans in the red zone are less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
Debt | Debt Debt consisted of the following: As of December 31, 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 $ 379,006 $ — $ (1,177 ) $ 377,829 Term loan 182,286 (8,996 ) (2,776 ) 170,514 Cerberus 3L notes 32,420 — (72 ) 32,348 Total indebtedness 593,712 (8,996 ) (4,025 ) 580,691 Less current portion of long-term debt, net (1) (54,943 ) 1,110 181 (53,652 ) Total long-term debt, net $ 538,769 $ (7,886 ) $ (3,844 ) $ 527,039 (1) The carrying amount of the current portion of long-term debt as of December 31, 2017 includes our Excess Cash Flow Payment of $54.9 million , which was paid on March 21, 2018 . 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, net (64,433 ) 1,364 226 (62,843 ) Total long-term debt, net $ 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 $3.6 million and $1.9 million for the years ended December 31, 2017 and December 31, 2016 , respectively. Amortization related to deferred financing costs was $1.9 million , $4.0 million , and $6.5 million for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. Deferred financing costs for the year ended December 31, 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 year ended December 31, 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 January 21, 2011 , August 10, 2011 , June 19, 2013 and November 5, 2014 , DynCorp International entered into amendments to the Senior Credit Facility. 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. On August 22, 2016 , we entered into Amendment No. 6 to the credit agreement governing the New Senior Credit Facility, which made certain technical amendments to a reporting covenant agreed to in Amendment No. 5. As of December 31, 2017 , the New Senior Credit Facility provided for the following: • a $182.3 million Term Loan; • a $85.8 million class B revolving facility (the "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. Availability under the Revolver during the two years immediately after June 15, 2016 is subject to a condition that, if, at the time of a request for revolving loans or an issuance of a letter of credit, the aggregate principal amount of revolving loans plus the face amount of outstanding letters of credit exceeds 50% of the aggregate amount of Revolver commitments at such time, the aggregate amount of unrestricted cash and cash equivalents of DynCorp International and its subsidiaries (giving pro forma effect to requested revolving loans and any application of proceeds thereof or other cash on hand) may not exceed $60.0 million . As of December 31, 2017 and December 31, 2016 , the available borrowing capacity under the New Senior Credit Facility was approximately $65.5 million and $48.0 million , respectively, and included $20.3 million and $37.8 million , respectively, in issued letters of credit. Amounts borrowed under the Revolver are used to fund operations. As of December 31, 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. Interest payments on both the Term Loan and Revolver are payable at the end of the interest period as defined in the New Senior Credit Facility, but not less than quarterly. The variable Base Rate is equal to the higher of (a) the Federal Funds Rate plus one half of one percent and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America, N.A. as its prime rate; provided that in no event shall the Base Rate be less than 1.00% plus the Eurocurrency Rate applicable to one month interest periods on the date of determination of the Base Rate. The variable Base Rate has a floor of 2.75% . The Eurocurrency Rate is the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) as published on the applicable Bloomberg screen page (or other commercially available source providing quotations of LIBOR as designated by the Administrative Agent from time to time) two London Banking Days prior to the commencement of such interest period. The variable Eurocurrency Rate has a floor of 1.75% . As of December 31, 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 also subject to a 0.25% fronting fee. The letter of credit subfacility bears interest at an applicable rate that ranges 5.50% to 6.00% 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 5.50% and 5.75% as of December 31, 2017 and December 31, 2016 , respectively. The applicable interest rate for our unused commitment fees was 0.50% as of December 31, 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, 2017 and December 31, 2016 , we made an additional principal payment as required under the Excess Cash Flow provisions of the New Senior Credit Facility of $54.9 million on March 21, 2018 and $25.1 million on April 4, 2017 . 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 year ended December 31, 2017 . 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 loans. Maturity and 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, 2018 and June 15, 2017 principal amortization payments were fully satisfied as a result of the additional principal payments of $54.9 million and $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 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 13. 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. These covenants, among other things, limit our ability to: • incur additional indebtedness; • create liens on assets; • enter into sale and leaseback transactions; • make investments, loans, guarantees or advances; • make certain acquisitions; • sell assets; • engage in mergers or acquisitions; • pay dividends and make distributions or repurchase capital stock; • repay certain other indebtedness; • enter into agreements that restrict the ability of our subsidiaries to pay dividends; • engage in certain transactions with affiliates; • change the business conducted by us or our subsidiaries; • amend our organizational documents; • change our accounting policies or reporting practices or our fiscal year; and • make capital expenditures. In addition, the New Senior Credit Facility requires us to maintain a maximum total leverage ratio and a minimum interest coverage ratio. The New Senior Credit Facility also requires, solely for the benefit of the lenders under the Revolver, for us to maintain minimum liquidity (based on availability of revolving credit commitments under the New Senior Credit Facility plus unrestricted cash and cash equivalents) as of the end of each fiscal quarter of not less than $60.0 million through the fiscal quarter ending December 31, 2017 , and of not less than $50.0 million thereafter. The credit agreement governing the New Senior Credit Facility also contains customary representations and warranties, affirmative covenants and events of default. 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 total leverage ratio under the New Senior Credit Facility as of the last day of any fiscal quarter ending during any period set forth below are not permitted to be greater than the total leverage ratios set forth below opposite the last day of any fiscal quarter occurring during the periods set forth below: Period Total Leverage Ratio September 30, 2017 - December 31, 2017 5.75 to 1.0 January 1, 2018 - March 30, 2018 5.75 to 1.0 March 31, 2018 - June 29, 2018 5.50 to 1.0 June 30, 2018 - September 28, 2018 5.40 to 1.0 September 29, 2018 and thereafter 4.75 to 1.0 The interest coverage ratio under the New Senior Credit Facility 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 interest coverage ratio under the New Senior Credit Facility as of the last day of any fiscal quarter ending during any period set forth below are not permitted to be less than the interest coverage ratio set forth below opposite the last day of any fiscal quarter occurring during the periods set forth below: Period Interest Coverage Ratio September 30, 2017 - December 31, 2017 1.40 to 1.0 January 1, 2018 - March 30, 2018 1.50 to 1.0 March 31, 2018 - June 29, 2018 1.60 to 1.0 June 30, 2018 and thereafter 1.70 to 1.0 As of December 31, 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 12 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 new notes due November 30, 2020 (the "New Notes"). The New Notes are governed by the terms of the indenture dated as of June 15, 2016 (the “Indenture”), among DynCorp International, the Guarantors (as defined below) and Wilmington Trust, National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”). The New Notes are senior secured obligations of DynCorp International, as issuer, and of the Guarantors, as guarantors. The New Notes are secured by second-priority liens on the assets that secure DynCorp International’s and the Guarantors’ obligations under DynCorp International’s senior secured credit facility, subject to permitted liens and certain exceptions. The New Notes are guaranteed by (1) Holdings, and (2) all of DynCorp International’s subsidiaries that currently guarantee the New Senior Credit Facility (the “Subsidiary Guarantors,” and collectively with Holdings, the “Guarantors”). 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 . PIK Interest was accrued from January 1, 2016 , which was the last date interest was paid on the Senior Unsecured Notes prior to the completion of an exchange offer in June 2016 (the "Exchange Offer"). PIK interest converted into the carrying amount of the New Notes during the years ended December 31, 2017 and December 31, 2016 was $5.6 million and $2.8 million , respectively. PIK interest accrued on the New Notes was $2.8 million and $2.8 million as of December 31, 2017 and December 31, 2016 , respectively. The New Notes were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Exchange Offer was made, and the New Notes were offered and issued, in reliance on the exemption from the registration requirements of the Securities Act provided under Section 3(a)(9) of the Securities Act and on the exemption from the registration requirements of state securities laws and regulations provided under Section 18(b)(4)(D) of the Securities Act. Consistent with past interpretations of Section 3(a)(9) by the staff of the SEC, the New Notes received in exchange for the Senior Unsecured Notes tendered pursuant to the Exchange Offer have the same characteristics as the Senior Unsecured Notes as to their transferability and are freely transferable without registration under the Securities Act and without regard to any holding period by those tendering holders who are not our “affiliates” (as defined in the Securities Act). Covenants and Events of Default The Indenture contains covenants that limit, among other things, each of Holdings’, DynCorp International's and the Subsidiary Guarantors’ ability to: • incur additional indebtedness; • pay dividends on capital stock or repurchase capital stock; • make investments; • create liens or use assets as security in other transactions; • merge, consolidate or transfer or dispose of substantially all of its assets; • engage in transactions with affiliates; and • sell certain assets or merge with or into other companies. 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. If we sell certain assets without applying proceeds in a specified manner, holders of the New Notes will have the right to require us to repurchase some or all of the New Notes at 100% of their face amount, plus accrued and unpaid interest to the repurchase date. Upon the occurrence of specific kinds of change of control events (unless we elect to redeem the New Notes at our option prior thereto), holders of New Notes will have the right to require us to repurchase some or all of the New Notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date. The Indenture contains customary events of default, including the failure to pay other indebtedness in a total amount exceeding $10.0 million after final maturity of such indebtedness. If the New Notes are accelerated or otherwise become due and payable prior to their maturity, in each case, as a result of an event of default under the Indenture, the amount of principal of, accrued and unpaid interest and premium on the New Notes that becomes due and payable will equal the redemption price plus accrued and unpaid cash interest, if any, together with an amount of cash equal to all accrued and unpaid PIK Interest, applicable with respect to an optional redemption of the New Notes. Optional Redemption 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 initial purchasers were Bank of America Securities LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and Deutsche Bank Securities Inc. The Senior Unsecured Notes were issued under an indenture dated July 7, 2010 (the "Senior Unsecured Notes Indenture"), 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 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 $30.0 million term loan to us (the "Cerberus 3L Notes"). The proceeds of the Cerberus 3L Notes are restricted to pay fees and 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 December 31, 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. PIK interest converted into the carrying amount of the Cerberus 3L Notes during the years ended December 31, 2017 and December 31, 2016 was $1.6 million and $0.8 million , respectively. 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 The Cerberus 3L Notes include 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. Events of Default 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 | 12 Months Ended |
Dec. 31, 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 leases on real estate are subject to annual escalations for increases in base rents, utilities and property taxes. Lease rental expense was $68.6 million , $40.7 million , and $49.6 million for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. We have no significant long-term purchase agreements with service providers. Minimum fixed rental payments non-cancelable for the next five years and thereafter under operating leases in effect as of December 31, 2017 , are as follows: Calendar Year Real Estate Equipment Total (Amounts in thousands) 2018 (1) $ 20,776 $ 7,538 $ 28,314 2019 6,047 438 6,485 2020 4,959 438 5,397 2021 3,553 36 3,589 2022 2,970 — 2,970 Thereafter 5,856 — 5,856 Total $ 44,161 $ 8,450 $ 52,611 (1) The minimum lease table above excludes agreements of one year or less in duration. These leases are accounted for in our rent expense, however, because of the short tenure of the lease, these are not reflected in the table above. 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 "accrued liabilities" totaling approximately $9.2 million and $4.6 million as of December 31, 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 December 31, 2017 . These accrued reserves represent the best estimate of amounts believed to be our liability in a range of expected losses. In accordance with ASC 450 - Contingencies , in addition to matters that are considered probable and can be reasonably estimated, we also disclose certain matters considered reasonably possible. In addition to the disclosure requirements set forth in ASC 450-20, the Company also discloses any other contingencies for which the likelihood of an unfavorable outcome is remote but for which the Company believes are of such a significant nature that disclosure would benefit a user of our financial statements. Other than matters disclosed below, we believe the aggregate range of possible loss related to matters considered reasonably possible was not material as of December 31, 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. On December 15, 2017, the Court dismissed with prejudice the claims for all plaintiffs. 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. On December 15, 2017, the Court dismissed with prejudice the claims for all plaintiffs. The above cases, now closed, had been 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 previously had 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. Subsequent to and during the year ended December 31, 2017 , we collected a portion of these funds and we continue to seek payment on the remaining balance. 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") contract for 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 December 31, 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 $7.7 million and $9.3 million as of December 31, 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 worker's compensation and employer's 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. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Equity | Equity At April 1, 2010 (inception), 100 common shares were issued and, as of December 31, 2017 , 100 shares remain issued and outstanding as there have been no further issuances of common shares since that date. During the period from April 1, 2010 through December 31, 2010, our equity was impacted by a capital contribution of $550.9 million in connection with the merger entered into on July 7, 2010 and by a capital contribution on April 21, 2017 of $40.6 million to fund the redemption of the Senior Unsecured Notes. Share Based Payments On December 17, 2013, certain members of management and outside directors were awarded Class B interests in DynCorp Management LLC (“DynCorp Management”). DynCorp Management maintains an equity incentive plan (the "Equity Incentive Plan") and has authorized 100,000 Class B shares as available for issuance. The grant and vesting of the awards is contingent upon the executives' consent to the terms and conditions set forth in the Class B Interests Agreements. DynCorp Management conducts no operations and was established for the purpose of holding equity in our Company. During the period ended December 31, 2016 , DynCorp Management granted 20,000 Class B Interests to Mr. Von Thaer, our Chief Executive Officer at the time of grant. These Class B Interests were 25% vested on the grant date, and the remaining 75% of the Class B Interests scheduled to vest in equal installments of 25% each on each of June 15, 2017 , June 15, 2018 and June 15, 2019 . In calendar year 2017, as part of Mr. Von Thaer's exit from the Company, we provided Mr. Von Thaer with a $1.6 million bonus to cancel his 10,000 vested Class B interests from the Equity Incentive Plan. During the period ended December 31, 2017 , DynCorp Management granted 62,500 Class B Interests to certain members of management. These Class B Interests vested 50% on the grant date with the remaining 50% of the Class B Interests scheduled to vest on the earlier of (1) February 1, 2018, (2) a change in control or (3) termination of the holder's employment by the Company without cause or the holder's resignation for good reason. Excluding the issuance of the Class B Interests discussed above in calendar years 2017 and 2016, there were no new grants issued to any of our members of management in calendar years 2017 and 2016. A summary of the Class B Interest plans activity for the years ended December 31, 2017 and December 31, 2016 is as follows: Number of Interests Outstanding at December 31, 2015 5,766 Granted 20,000 Exercised — Forfeited or expired — Outstanding at December 31, 2016 25,766 Granted 62,500 Exercised — Repurchased (10,000 ) Forfeited or expired (10,650 ) Outstanding at December 31, 2017 67,616 Awards to our management team consist of membership interests in DynCorp Management qualifying as profits interests under Revenue Procedure 93-27, that are tied solely to the accretion, if any, in the value of DynCorp Management following the date of issuance of such membership interests. The value of the Class B Interest as of the grant date is calculated using a Monte Carlo simulation consistent with the provisions of ASC Topic 718, “Compensation—Stock Compensation” and is amortized over the respective vesting period. The Monte Carlo simulation, similar to a Black-Scholes option pricing formula, requires the input of subjective assumptions, including the estimated life of the interest and the expected volatility of the underlying stock over the estimated life of the option. We use historical volatility of the market-based guideline companies as a basis for projecting the expected volatility of the underlying Class B interest and estimated the expected life of our Class B grants to be four years as of the grant date. The 2017 fair value utilized for determining profits interests for Class B interests was $3.81 . The weighted-average assumptions used in the valuation for grants issued in calendar year 2017 included expected volatility of 56.1% , risk-free interest rate of 1.5% , a remaining expected life of 3.2 years, a forfeiture rate of 9.5% and no expected yield. The 2016 fair value utilized for determining profits interests for Class B interests was $1.95 . The weighted-average assumptions used in the valuation for grants issued in calendar year 2016 included expected volatility of 61.5% , risk-free interest rate of 0.7% , a remaining expected life of 3.2 years , a forfeiture rate of 9.5% and no expected yield. We believe that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our Class B grants. The total weighted-average grant date fair value of all Class B awards granted during calendar years 2017 and 2016 was $0.1 million and less than $0.1 million , respectively. Total compensation cost expensed for the years ended December 31, 2017 and December 31, 2016 was $1.8 million and $0.1 million , respectively. The following is a summary of the changes in non-vested shares for the years ended December 31, 2017 and December 31, 2016 : Number of Shares Non-vested shares at December 31, 2015 206 Granted 20,000 Vested (5,139 ) Forfeited — Non-vested shares at December 31, 2016 15,067 Granted 62,500 Vested (36,317 ) Forfeited (10,000 ) Non-vested shares at December 31, 2017 31,250 As of December 31, 2017 , the total compensation cost related to the non-vested Class B awards, not yet recognized, was $0.1 million which will be recognized over a weighted average period of approximately 0.1 years. Long-Term Incentive Bonus On December 17, 2013 the Company approved a long-term cash incentive bonus for certain members of management and outside directors, where in the event of a change in control, subject to the various members of management continued employment with the Company through such a change in control and execution of a restrictive covenant agreement within fourteen days of receipt of such agreement, the various members of management shall be eligible to receive a cash incentive bonus. As of December 31, 2017 there was no impact to the financial statements as no triggering event had occurred. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 12 Months Ended |
Dec. 31, 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, New Notes, and New Senior Credit Facility is based on Level 1 and Level 2 inputs, as defined above. Our estimate of the fair value of the 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 December 31, 2017 and December 31, 2016 , has been calculated by discounting the expected cash flows using a discount rate of 5.9% and 17.9% , respectively. 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 December 31, 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 379,006 401,273 373,385 343,282 Term loan 182,286 182,286 207,400 200,141 Cerberus 3L notes 32,420 30,267 30,831 9,624 Total indebtedness 593,712 613,826 650,935 590,179 Less current portion of long-term debt (54,943 ) (54,943 ) (64,433 ) (61,367 ) Total long-term debt $ 538,769 $ 558,883 $ 586,502 $ 528,812 Fair Value on a Nonrecurring Basis During the calendar year ended December 31, 2016 , the Company performed an assessment of the GLS investment and concluded that the carrying value of the GLS investment had sustained a loss that was other than temporary and recorded an impairment of the investment of $1.8 million . In calculating the fair value of the GLS investment we used unobservable inputs (Level 3, as defined above) and management judgment to apply a discounted cash flow model under the income approach. We used the following estimates and assumptions in the discounted cash flow analysis: • nominal growth rate to reflect the reliance on a single major customer and contract; • compounded annual probability of forecast revenue to reflect the reliance on a single major customer and contract; • discount rates based on our peer group weighted-average cost of capital; and • forecasted EBITDA as a percentage of revenue. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information During the calendar year ended December 31, 2017 , we had three operating and reporting segments: AELS, AOLC and DynLogistics. The AELS, AOLC and DynLogistics segments operated 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. In January 2018, the Company amended its organizational structure resulting in a change to its operating and reporting segments, which it will include in its Form 10-Q for the quarter ending March 31, 2018. See Note 14 for further discussion. The following is a summary of the financial information of the reportable segments reconciled to the amounts reported in the consolidated financial statements: For the years ended December 31, 2017 December 31, 2016 December 31, 2015 (Amounts in thousands) Revenue AELS $ 605,575 $ 585,200 $ 545,909 AOLC 603,223 617,282 730,153 DynLogistics 796,151 633,646 647,142 Headquarters / Other (1) (513 ) 26 (27 ) Total revenue $ 2,004,436 $ 1,836,154 $ 1,923,177 Operating income (loss) AELS $ 26,553 $ (19,213 ) $ (97,400 ) AOLC 64,073 49,334 28,160 DynLogistics 67,441 70,402 42,496 Headquarters / Other (2) (54,572 ) (75,836 ) (47,975 ) Total operating income (loss) $ 103,495 $ 24,687 $ (74,719 ) Depreciation and amortization AELS $ 1,481 $ 675 $ 1,400 AOLC 185 541 1,073 DynLogistics 909 388 250 Headquarters / Other 31,616 34,350 34,531 Total depreciation and amortization (3) $ 34,191 $ 35,954 $ 37,254 (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 relates to amortization of intangible assets and other costs that are not allocated to segments and are not billable to our U.S. government customers, Global Advisory Group costs and costs associated with the Refinancing Transactions, partially offset by equity method investee income. (3) Includes amounts in Cost of services of $1.9 million , $1.1 million and $2.3 million for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. As of December 31, 2017 December 31, 2016 December 31, 2015 (Amounts in thousands) Assets AELS $ 126,372 $ 140,320 $ 158,784 AOLC 117,859 133,096 192,843 DynLogistics 243,281 168,085 173,036 Headquarters / Other (1) 248,205 235,036 260,026 Total assets $ 735,717 $ 676,537 $ 784,689 (1) Assets primarily include cash, investments in unconsolidated subsidiaries, and intangible assets (excluding goodwill). Geographic Information — Revenue by geography is determined based on the location of services provided. For the years ended December 31, 2017 December 31, 2016 December 31, 2015 (Amounts in thousands) United States $ 769,498 38 % $ 658,137 36 % $ 658,639 34 % Afghanistan 653,070 33 % 597,916 33 % 648,058 34 % Middle East (1) 402,700 20 % 440,417 24 % 407,521 21 % Other Americas 92,083 5 % 50,371 3 % 76,746 4 % Europe 45,430 2 % 35,511 2 % 70,456 4 % Asia-Pacific 24,072 1 % 24,300 1 % 29,362 1 % Other 17,583 1 % 29,502 1 % 32,395 2 % Total revenue $ 2,004,436 100 % $ 1,836,154 100 % $ 1,923,177 100 % (1) The Middle East includes but is not limited to activities in Iraq, Oman, Qatar, United Arab Emirates, Kuwait, Palestine, Pakistan, Jordan, Lebanon, Bahrain, Saudi Arabia, Turkey and Egypt. The vast majority of all assets owned by the Company were located in the U.S. as of December 31, 2017 . Revenue from the U.S. government accounted for approximately 96% , 95% and 93% of total revenue for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. As of December 31, 2017 and December 31, 2016 accounts receivable due from the U.S. government represented over 94% and 89% of total accounts receivable, respectively. |
Related Parties, Joint Ventures
Related Parties, Joint Ventures and Variable Interest Entities | 12 Months Ended |
Dec. 31, 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 $30.0 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 On April 21, 2017 , the Company received a $40.6 million capital contribution from Cerberus and on April 24, 2017 , the Company completed the redemption of the Senior Unsecured Notes using the proceeds of the capital contribution. Consulting Fees 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 $4.0 million , $5.8 million and $8.1 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 years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. We had two executives who were COAC employees and were seconded to us until October 31, 2017 : (i) our current Chief Executive Officer and member of the Company's board of directors (who until July 14, 2017 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 $4.0 million , $5.8 million and $8.1 million recognized during the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 in COAC consulting fees, respectively, was $2.5 million , $2.5 million and $4.2 million of administrative expense related to these COAC individuals for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. Effective November 1, 2017 , our two previously seconded executives became full-time employees of the Company. 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, board members of the Company and seconded COAC individuals 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 Our most significant joint ventures and VIEs and our associated ownership percentages are listed as follows: Partnership for Temporary Housing LLC ("PaTH") 30 % Global Linguist Solutions ("GLS") 51 % DynCorp International FZ - LLC ("DIFZ") 25 % 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 December 31, 2017 , we accounted for PaTH and GLS as equity method investments. If the joint venture is deemed to be an extension of one of our segments and operationally integral to the business, such as our PaTH and GLS joint ventures, 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. As of December 31, 2017 , there are no active joint ventures not considered operationally integral to the Company. We own 25% of DIFZ but exercise power over activities that significantly impact DIFZ's economic performance. PaTH is a joint venture formed in May 2006 with two other partners for the purpose of procuring government contracts with the Federal Emergency Management Authority. GLS is a joint venture formed in August 2006 between DynCorp International LLC and AECOM's National Security Programs unit for the purpose of procuring government contracts with the U.S. Army. We incur costs on behalf of GLS related to the normal operations of the venture. However, these costs typically support revenue billable to our customer. Babcock was a joint venture formed in January 2005 and provided services to the British Ministry of Defence. The economic rights in the Babcock joint venture were not considered operationally integral to the Company and therefore we presented our share of the Babcock earnings in Other income, net. As of December 31, 2017 , Babcock is not an active joint venture. Receivables due from our unconsolidated joint ventures totaled $0.1 million as of December 31, 2017 and December 31, 2016 . 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 no t earn revenue from our unconsolidated joint ventures during the years ended December 31, 2017 and December 31, 2016 . The related revenue we earned from our unconsolidated joint ventures totaled $0.4 million for the year ended December 31, 2015 . Additionally, we earned $0.7 million , $1.1 million , and $4.0 million in equity method income (includes operationally integral and non-integral income) for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. GLS’ revenue was $38.5 million , $39.4 million and $27.8 million for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. GLS incurred an operating and net loss of $1.7 million , $2.8 million and $2.8 million for the years ended December 31, 2017 , December 31, 2016 , and December 31, 2015 , 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 $2.0 million and $2.2 million as of December 31, 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 December 31, 2017 and December 31, 2016 and for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 : As of (Amounts in millions) December 31, 2017 December 31, 2016 Assets $ 4.5 $ 4.2 Liabilities 0.9 1.1 For the years ended (Amounts in millions) December 31, 2017 December 31, 2016 December 31, 2015 Revenue $ 173.5 $ 179.4 $ 216.1 The following tables present selected financial information for our equity method investees as of December 31, 2017 and December 31, 2016 and for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 : As of (Amounts in millions) December 31, 2017 December 31, 2016 Current assets $ 28.2 $ 27.7 Total assets 28.2 29.3 Current liabilities 11.6 10.1 Total liabilities 11.6 10.1 For the years ended (Amounts in millions) December 31, 2017 December 31, 2016 December 31, 2015 Revenue $ 60.7 $ 59.6 $ 101.8 Gross (loss) profit (0.1 ) 0.1 14.8 Net income — 0.1 11.4 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) $5.7 million investment in unconsolidated subsidiaries, (ii) $0.1 million in receivables from our unconsolidated joint ventures, (iii) $2.0 million of notes receivable from Palm Trading Investment Corp, and (iv) contingent liabilities that were neither probable nor reasonably estimable as of December 31, 2017 . |
Consolidating Financial Stateme
Consolidating Financial Statements of Subsidiary Guarantors | 12 Months Ended |
Dec. 31, 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) condensed consolidating balance sheets as of December 31, 2017 and December 31, 2016 , (ii) the condensed consolidating statement of operations and comprehensive income (loss) for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , (iii) condensed consolidating statements of cash flows for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 and (iv) 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 Condensed Consolidating Statement of Operations Information For the year ended December 31, 2017 (Amounts in thousands) Parent Subsidiary Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Revenue $ — $ — $ 2,018,761 $ 195,398 $ (209,723 ) $ 2,004,436 Cost of services — — (1,778,098 ) (193,095 ) 209,659 (1,761,534 ) Selling, general and administrative expenses — — (107,556 ) (327 ) 51 (107,832 ) Depreciation and amortization expense — — (31,557 ) (698 ) 13 (32,242 ) Earnings from equity method investees — — 667 — — 667 Operating income — — 102,217 1,278 — 103,495 Interest expense — (68,078 ) (2,639 ) — — (70,717 ) Loss on early extinguishment of debt — (24 ) — — — (24 ) Interest income — — 348 5 — 353 Equity in income of consolidated subsidiaries 30,600 74,867 67 — (105,534 ) — Other income, net — — 392 24 — 416 Income before income taxes 30,600 6,765 100,385 1,307 (105,534 ) 33,523 Benefit (provision) for income taxes — 23,835 (25,518 ) (39 ) — (1,722 ) Net income 30,600 30,600 74,867 1,268 (105,534 ) 31,801 Noncontrolling interest — — — (1,201 ) — (1,201 ) Net income attributable to Delta Tucker Holdings, Inc. $ 30,600 $ 30,600 $ 74,867 $ 67 $ (105,534 ) $ 30,600 Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Operations Information For the year ended December 31, 2016 (Amounts in thousands) Parent Subsidiary Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Revenue $ — $ — $ 1,852,089 $ 203,992 $ (219,927 ) $ 1,836,154 Cost of services — — (1,653,930 ) (202,251 ) 219,850 (1,636,331 ) Selling, general and administrative expenses — — (139,412 ) (186 ) 67 (139,531 ) Depreciation and amortization expense — — (34,190 ) (709 ) 10 (34,889 ) Earnings from equity method investees — — 1,066 — — 1,066 Impairment of goodwill, intangibles and long lived assets — — (1,782 ) — — (1,782 ) Operating income — — 23,841 846 — 24,687 Interest expense — (69,208 ) (3,153 ) — — (72,361 ) Loss on early extinguishment of debt — (328 ) — — — (328 ) Interest income — — 205 7 — 212 Equity in loss of consolidated subsidiaries (54,064 ) (8,864 ) (438 ) — 63,366 — Other income, net — — 5,117 (182 ) — 4,935 (Loss) income before income taxes (54,064 ) (78,400 ) 25,572 671 63,366 (42,855 ) Benefit (provision) for income taxes — 24,336 (34,438 ) (36 ) — (10,138 ) Net (loss) income (54,064 ) (54,064 ) (8,866 ) 635 63,366 (52,993 ) Noncontrolling interest — — — (1,071 ) — (1,071 ) Net loss attributable to Delta Tucker Holdings, Inc. $ (54,064 ) $ (54,064 ) $ (8,866 ) $ (436 ) $ 63,366 $ (54,064 ) Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Operations Information For the year ended December 31, 2015 (Amounts in thousands) Parent Subsidiary Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Revenue $ — $ — $ 1,937,385 $ 241,716 $ (255,924 ) $ 1,923,177 Cost of services — — (1,739,280 ) (238,254 ) 255,855 (1,721,679 ) Selling, general and administrative expenses — — (144,625 ) (115 ) 65 (144,675 ) Depreciation and amortization expense — — (33,857 ) (1,133 ) 4 (34,986 ) Earnings from equity method investees — — 140 — — 140 Impairment of goodwill, intangibles and long lived assets — — (96,696 ) — — (96,696 ) Operating (loss) income — — (76,933 ) 2,214 — (74,719 ) Interest expense — (65,689 ) (3,135 ) — — (68,824 ) Interest income — — 103 7 — 110 Equity in (loss) income of consolidated subsidiaries (132,602 ) (89,904 ) 149 — 222,357 — Other income, net — — 3,952 16 — 3,968 (Loss) income before income taxes (132,602 ) (155,593 ) (75,864 ) 2,237 222,357 (139,465 ) Benefit (provision) for income taxes — 22,991 (14,040 ) (279 ) — 8,672 Net (loss) income (132,602 ) (132,602 ) (89,904 ) 1,958 222,357 (130,793 ) Noncontrolling interest — — — (1,809 ) — (1,809 ) Net (loss) income attributable to Delta Tucker Holdings, Inc. $ (132,602 ) $ (132,602 ) $ (89,904 ) $ 149 $ 222,357 $ (132,602 ) Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Income For the year ended December 31, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Net income $ 30,600 $ 30,600 $ 74,867 $ 1,268 $ (105,534 ) $ 31,801 Other comprehensive income: Currency translation adjustment 273 273 243 30 (546 ) 273 Other comprehensive income, before tax 273 273 243 30 (546 ) 273 Income tax expense related to items of other comprehensive income (167 ) (167 ) (149 ) (18 ) 334 (167 ) Other comprehensive income 106 106 94 12 (212 ) 106 Comprehensive income 30,706 30,706 74,961 1,280 (105,746 ) 31,907 Noncontrolling interest — — — (1,201 ) — (1,201 ) Comprehensive income attributable to Delta Tucker Holdings, Inc. $ 30,706 $ 30,706 $ 74,961 $ 79 $ (105,746 ) $ 30,706 Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Loss For the year ended December 31, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Net (loss) income $ (54,064 ) $ (54,064 ) $ (8,866 ) $ 635 $ 63,366 $ (52,993 ) Other comprehensive loss: Currency translation adjustment (233 ) (233 ) — (233 ) 466 (233 ) Other comprehensive loss, before tax (233 ) (233 ) — (233 ) 466 (233 ) Income tax benefit related to items of other comprehensive loss 83 83 — 83 (166 ) 83 Other comprehensive loss (150 ) (150 ) — (150 ) 300 (150 ) Comprehensive (loss) income (54,214 ) (54,214 ) (8,866 ) 485 63,666 (53,143 ) Noncontrolling interest — — — (1,071 ) — (1,071 ) Comprehensive loss attributable to Delta Tucker Holdings, Inc. $ (54,214 ) $ (54,214 ) $ (8,866 ) $ (586 ) $ 63,666 $ (54,214 ) Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Loss For the year ended December 31, 2015 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Net (loss) income $ (132,602 ) $ (132,602 ) $ (89,904 ) $ 1,958 $ 222,357 $ (130,793 ) Other comprehensive loss: Currency translation adjustment (122 ) (122 ) — (122 ) 244 (122 ) Other comprehensive loss, before tax (122 ) (122 ) — (122 ) 244 (122 ) Income tax benefit related to items of other comprehensive loss 43 43 — 43 (86 ) 43 Other comprehensive loss (79 ) (79 ) — (79 ) 158 (79 ) Comprehensive (loss) income (132,681 ) (132,681 ) (89,904 ) 1,879 222,515 (130,872 ) Noncontrolling interest — — — (1,809 ) — (1,809 ) Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc. $ (132,681 ) $ (132,681 ) $ (89,904 ) $ 70 $ 222,515 $ (132,681 ) Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Balance Sheet Information December 31, 2017 (Amounts in thousands) Parent Subsidiary Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ — $ 153,004 $ 15,246 $ — $ 168,250 Restricted cash — — — — — — Accounts receivable, net — — 361,362 — (8,812 ) 352,550 Intercompany receivables — — 162,470 9,140 (171,610 ) — Prepaid expenses and other current assets — — 48,473 4,321 (252 ) 52,542 Total current assets — — 725,309 28,707 (180,674 ) 573,342 Property and equipment, net — — 22,980 588 — 23,568 Goodwill — — 9,694 32,399 — 42,093 Tradenames, net — — 28,536 — — 28,536 Other intangibles, net — — 55,302 — — 55,302 Investment in subsidiaries — 579,191 54,690 — (633,881 ) — Long-term deferred taxes — — 369 — — 369 Other assets, net — — 8,941 3,566 — 12,507 Total assets $ — $ 579,191 $ 905,821 $ 65,260 $ (814,555 ) $ 735,717 LIABILITIES & DEFICIT Current liabilities: Current portion of long-term debt, net $ — $ 53,652 $ — $ — $ — $ 53,652 Accounts payable — — 106,039 4,170 (813 ) 109,396 Accrued payroll and employee costs — — 102,953 2,438 — 105,391 Intercompany payables 45,085 117,385 9,140 — (171,610 ) — Deferred income taxes — — — 29 (29 ) — Accrued liabilities 150,371 31,486 71,200 3,933 (158,306 ) 98,684 Income taxes payable — — 18,688 — (287 ) 18,401 Total current liabilities 195,456 202,523 308,020 10,570 (331,045 ) 385,524 Long-term debt, net — 527,039 — — — 527,039 Other long-term liabilities — — 13,081 — — 13,081 Noncontrolling interests — — 5,529 — — 5,529 (Deficit) equity (195,456 ) (150,371 ) 579,191 54,690 (483,510 ) (195,456 ) Total liabilities and deficit $ — $ 579,191 $ 905,821 $ 65,260 $ (814,555 ) $ 735,717 Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Balance Sheet Information December 31, 2016 (Amounts in thousands) Parent Subsidiary 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, net $ — $ 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, net — 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 Condensed Consolidating Statement of Cash Flow Information For the year ended December 31, 2017 (Amounts in thousands) Parent Subsidiary Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net cash provided by operating activities $ — $ 37,608 $ 32,280 $ 3,865 $ (554 ) $ 73,199 Cash flows from investing activities: Purchase of property and equipment — — (8,848 ) — — (8,848 ) Proceeds from sale of property and equipment — — 537 — — 537 Purchase of software — — (1,298 ) — — (1,298 ) Return of capital from equity method investees — — 8,017 — — 8,017 Contributions to equity method investees (40,599 ) — (5,250 ) — 40,599 (5,250 ) Net transfers to Parent/subsidiary — — 21,118 688 (21,806 ) — Net cash (used in) provided by investing activities (40,599 ) — 14,276 688 18,793 (6,842 ) 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 40,599 400 — — — 40,999 Payment of dividends to noncontrolling interests — — — (1,109 ) 554 (555 ) Net transfers from Parent/subsidiary — (21,118 ) (688 ) — 21,806 — Net cash provided by (used in) financing activities 40,599 (44,552 ) (688 ) (1,109 ) (18,239 ) (23,989 ) Net (decrease) increase in cash, cash equivalents and restricted cash — (6,944 ) 45,868 3,444 — 42,368 Cash, cash equivalents and restricted cash, beginning of period — 6,944 107,136 11,802 — 125,882 Cash, cash equivalents and restricted cash, end of period $ — $ — $ 153,004 $ 15,246 $ — $ 168,250 Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Cash Flow Information For the year ended December 31, 2016 (Amounts in thousands) Parent Subsidiary Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 557 $ 70,747 $ (11,096 ) $ (18,116 ) $ (939 ) $ 41,153 Cash flows from investing activities: Purchase of property and equipment — — (5,322 ) (24 ) — (5,346 ) Proceeds from sale of property and equipment — — 832 — — 832 Purchase of software — — (2,634 ) — — (2,634 ) Return of capital from equity method investees — — 2,557 — — 2,557 Contributions to equity method investees — — (5,406 ) — — (5,406 ) Net transfer from affiliates — — 50,523 18,403 (68,926 ) — Net cash (used in) provided by investing activities — — 40,550 18,379 (68,926 ) (9,997 ) 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 cost — (4,998 ) — — — (4,998 ) Equity contribution from affiliates of Cerberus — 550 — — — 550 Payment of dividends to noncontrolling interests — — — (1,878 ) 939 (939 ) Net transfers to affiliates (557 ) (49,965 ) (18,404 ) — 68,926 — Net cash used in financing activities (557 ) (63,803 ) (18,404 ) (1,878 ) 69,865 (14,777 ) Net increase (decrease) in cash, cash equivalents and restricted cash — 6,944 11,050 (1,615 ) — 16,379 Cash, cash equivalents and restricted cash, beginning of period — — 96,086 13,417 — 109,503 Cash, cash equivalents and restricted cash, end of period $ — $ 6,944 $ 107,136 $ 11,802 $ — $ 125,882 Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Cash Flow Information For the year ended December 31, 2015 (Amounts in thousands) Parent Subsidiary Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 563 $ 33,182 $ (9,977 ) $ (3,178 ) $ (1,004 ) $ 19,586 Cash flows from investing activities: Purchase of property and equipment — — (2,026 ) (1,153 ) — (3,179 ) Proceeds from sale of property and equipment — — 526 — — 526 Purchase of software — — (1,555 ) — — (1,555 ) Return of capital from equity method investees — — 4,590 — — 4,590 Contributions to equity method investees — — (3,117 ) — — (3,117 ) Net transfer from affiliates — — 34,745 13,052 (47,797 ) — Net cash provided by investing activities — — 33,163 11,899 (47,797 ) (2,735 ) Cash flows from financing activities: Borrowings on indebtedness — 218,800 — — — 218,800 Payments on indebtedness — (218,800 ) — — — (218,800 ) Payments under other financing arrangements — — (2,055 ) — — (2,055 ) Equity contribution from affiliates of Cerberus — 1,000 — — — 1,000 Payment of dividends to noncontrolling interests — — — (2,008 ) 1,004 (1,004 ) Net transfer to affiliates (563 ) (34,182 ) (13,052 ) — 47,797 — Net cash used in financing activities (563 ) (33,182 ) (15,107 ) (2,008 ) 48,801 (2,059 ) Net increase in cash, cash equivalents and restricted cash — — 8,079 6,713 — 14,792 Cash, cash equivalents and restricted cash, beginning of period — — 88,007 6,704 — 94,711 Cash, cash equivalents and restricted cash, end of period $ — $ — $ 96,086 $ 13,417 $ — $ 109,503 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events We evaluated potential subsequent events occurring after the period end date and determined no subsequent events merited disclosure for the year ended December 31, 2017 , except as disclosed within the Notes to the consolidated financial statements or as described below. Operating Segments In January 2018, the Company amended its organizational structure to improve efficiencies within existing businesses, capitalize on new opportunities, continue international growth and expand commercial business. The Company’s three operating and reporting segments, AELS, AOLC and DynLogistics, were re-aligned into two operating and reporting segments by combining AELS and AOLC into DynAviation with DynLogistics continuing to operate as a separate segment. Each operating and reportable segment is its own reporting unit. The Company will include the new operating and reporting segments in its Form 10-Q for the quarter ending March 31, 2018. The Company's DynAviation segment provides worldwide maintenance of aircraft fleet and ground vehicles, which includes logistics support on aircraft and aerial firefighting services, weapons systems, and related support equipment to the DoD, other U.S. government agencies and direct contracts with foreign governments. This segment also provides foreign assistance programs to help foreign governments improve their ability to develop and implement national strategies and programs to prevent the production, trafficking and abuse of illicit drugs. The Company's DynLogistics segment remains unchanged. Excess Cash Flow Payment On March 21, 2018 , we made an additional principal payment of $54.9 million under the Excess Cash Flow requirement which satisfied the June 15, 2018 $22.5 million principal payment requirement on the Term Loan. |
Condensed Financial Information
Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Financial Information of Registrant | Condensed Financial Information of Registrant DELTA TUCKER HOLDINGS, INC. CONDENSED BALANCE SHEETS As of December 31, 2017 December 31, 2016 ( Amounts in thousands) Other assets, net $ — $ — Total assets $ — $ — Liabilities $ 195,456 $ 267,392 Deficit (195,456 ) (267,392 ) Total liabilities and deficit $ — $ — See notes to this schedule DELTA TUCKER HOLDINGS, INC. CONDENSED STATEMENTS OF OPERATIONS For the years ended December 31, 2017 December 31, 2016 December 31, 2015 ( Amounts in thousands) Equity in income (loss) of subsidiaries, net of tax $ 30,600 $ (54,064 ) $ (132,602 ) Income (loss) before income taxes 30,600 (54,064 ) (132,602 ) Income tax benefit — — — Net income (loss) $ 30,600 $ (54,064 ) $ (132,602 ) See notes to this schedule DELTA TUCKER HOLDINGS, INC. CONDENSED STATEMENTS OF CASH FLOWS For the years ended December 31, 2017 December 31, 2016 December 31, 2015 ( Amounts in thousands) Net cash from operating activities $ — $ 557 $ 563 Net cash from investing activities (40,599 ) — — Net cash from financing activities 40,599 (557 ) (563 ) Net change in cash, cash equivalents and restricted cash — — — Cash, cash equivalents and restricted cash, beginning of period — — — Cash, cash equivalents and restricted cash, end of period $ — $ — $ — See notes to this schedule Schedule I - Condensed Financial Information Delta Tucker Holdings, Inc. Notes to Schedule Note 1 — Basis of Presentation Pursuant to rules and regulations of the SEC, the condensed financial statements of Delta Tucker Holdings Inc. do not reflect all of the information and notes normally included with financial statements prepared in accordance with GAAP. Therefore, these financial statements should be read in conjunction with our consolidated financial statements and related notes. Accounting for subsidiaries — We have accounted for the income of our subsidiaries under the equity method in the condensed financial statements. Note 2 — Dividends Received from Consolidated Subsidiaries We have received no dividends from our consolidated subsidiaries including DynCorp International Inc. which has covenants related to its long-term debt, including restrictions on dividend payments as of December 31, 2017 . As the parent guarantor to DynCorp International Inc., we are subject to certain restrictions set forth under the New Senior Credit Facility, including restrictions on the payment of dividends. As we are the holding company of DynCorp International Inc. and have no independent operations apart from DynCorp International Inc. and no assets other than our investment in DynCorp International Inc. and associated deferred taxes, our retained earnings and net income are fully encumbered by these restrictions. Note 3 — Equity During the period from April 1, 2010 through December 31, 2010, our equity was impacted by a capital contribution of $550.9 million in connection with the merger entered into on July 7, 2010 and by a capital contribution on April 21, 2017 of $40.6 million to fund the redemption of the Senior Unsecured Notes. Between our inception and December 31, 2017 , our equity has also been impacted by our earnings, changes in other comprehensive income (loss) and additional paid in capital. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | Valuation and Qualifying Accounts Delta Tucker Holdings, Inc. For the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 (Amount in thousands) Beginning of Period Additions Deductions from Reserve (1) End of Period Allowance for doubtful accounts: December 31, 2014 — December 31, 2015 (2) $ 4,736 $ 15,314 $ (3,767 ) $ 16,283 December 31, 2015 — December 31, 2016 $ 16,283 $ 2,747 $ (1,841 ) $ 17,189 December 31, 2016 — December 31, 2017 $ 17,189 $ 865 $ (7,912 ) $ 10,142 (1) Deductions from reserve represents accounts written off, net of recoveries. (2) Additions in calendar year 2015 primarily driven by a balance sheet reclassification related to amounts billed during the year. |
Significant Accounting Polici24
Significant Accounting Policies and Accounting Developments (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Fiscal Year | Fiscal Year The Company's quarterly period historically has ended on the last Friday of the calendar quarter, except for the fourth quarter of the fiscal year, which ends on December 31. These financial statements reflect our financial results for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 . Starting with the first quarter of calendar year 2018, we expect to begin reporting the results of our operations using a basis where each quarterly period ends on the last day of the calendar quarter. We expect that the change will be made on a prospective basis and operating results for prior quarterly periods will not be adjusted. Our fiscal year will continue to end on December 31. |
Principles of Consolidation | Principles of Consolidation The 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. The Company classifies its 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. Economic rights in active joint ventures that are operationally integral are indicated by the ownership percentages in the table listed below. Partnership for Temporary Housing LLC ("PaTH") 30 % Global Linguist Solutions LLC ("GLS") 51 % 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. As of December 31, 2017 , there are no active joint ventures not considered operationally integral to the Company. |
Noncontrolling Interests | 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. In March 2012, we entered into a non-cash dividend distribution transaction with Cerberus Series Four Holdings, LLC and Cerberus Partners II, L.P., in which we distributed half of our 50% ownership in DIFZ. We now hold 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 consolidated statements of operations as an increase or reduction in arriving at "Net loss attributable to Delta Tucker Holdings, Inc." Noncontrolling interests is located in the equity section on the consolidated balance sheets. See Note 12 for further information regarding DIFZ. |
Revenue Recognition and Cost Estimation on Long-Term Contracts | Federal Government Contracts — For all non-construction and non-software U.S. federal government contracts or contract elements, we apply the guidance in ASC 912 - Contractors - Federal Government. We apply the combination and segmentation guidance in ASC 605-35 Revenue - Construction-Type and Production-Type Contracts under the guidance of ASC 912 in analyzing the deliverables contained in the applicable contract to determine appropriate profit centers. Revenue is recognized by profit center using the percentage-of-completion method or completed-contract method. The completed-contract method is used when reliable estimates cannot be supported for percentage-of-completion method recognition or for short duration projects when the results of operations would not vary materially from those resulting from use of the percentage-of-completion method. Until complete, project costs may be maintained in work-in-progress, a component of inventory. Revenue is recognized based on progress towards completion over the contract period, measured by either output or input methods appropriate to the services or products provided. For example, "output measures" can include units delivered or produced, such as aircraft for which modification has been completed. "Input measures" can include a cost-to-cost method, such as for procurement-related services. Other Contracts or Contract Elements — Our contracts with non-federal government customers are predominantly service arrangements. Multiple-element arrangements involve multiple obligations in various combinations to perform services, deliver equipment or materials, grant licenses or other rights, or take certain actions. We evaluate all deliverables in an arrangement to determine whether they represent separate units of accounting. Arrangement consideration is allocated among the separate units of accounting based on the guidance applicable for the multiple-element arrangements. Arrangements that are entered into or materially modified after January 1, 2011, are allocated to those identified as multiple-element arrangement based on their relative selling price which is established through vendor specific objective evidence (“VSOE”), third party evidence, or management’s best estimate. Due to the customized nature of our arrangements, VSOE and third party evidence is generally not available. Therefore, our post-January 1, 2011 arrangements allocate the relative selling price to multiple-element arrangements utilizing management’s best estimate of selling price. Revenue Recognition and Cost Estimation on Long-Term Contracts General - We are predominantly a services provider and only include products or systems when necessary for the execution of the service arrangement. As such, systems, equipment or materials are not generally separable from the services we provide. Revenue is recognized when persuasive evidence of an arrangement exists, services or products have been provided to the customer, the sales price is fixed or determinable (for non-U.S. government contracts) or costs are identifiable, determinable, reasonable and allowable (for our U.S. government contracts), and collectability is reasonably assured (for non-U.S. government contracts) or a reasonable contractual basis for recovery exists (for U.S. government contracts). Our contracts typically fall into the following two categories with the first representing substantially all of our revenue: (i) federal government contracts and (ii) other contracts. We apply the appropriate guidance consistently to all contracts. Major factors we consider in determining total estimated revenue and cost include the base contract price, contract options, change orders (modifications of the original contract), back charges and claims, and contract provisions for penalties, award fees and performance incentives. All of these factors and other special contract provisions are evaluated throughout the life of our contracts when estimating total contract revenue under the percentage-of-completion or proportional methods of accounting. We inherently have risks related to our estimates with long-term contracts. Actual amounts could materially differ from these estimates. We believe the following are the risks associated with our estimation process: (i) assumptions are uncertain and inherently judgmental at the time of the estimate; (ii) use of reasonably different assumptions could have changed our estimates, particularly with respect to estimates of contract revenues, costs and recoverability of assets, and (iii) changes in estimates could have material effects on our financial condition or results of operations. The impact of any one of these factors could contribute to a material cumulative adjustment. Some of our contracts with the U.S. government contain award or incentive fees. We recognize award or incentive fee revenue when we can make reasonably determinable estimates of award or incentive fees to consider them in determining total estimated contract revenue. We do not consider the mere existence of potential award or incentive fees as presumptive evidence that award or incentive fees are to be included in determining total estimated revenue. In some cases, we may not be able to accurately predict whether performance targets will be met, and as such, we exclude the award or incentive fees from the determination of total revenue in such instances. Our accrual of award or incentive fees may require adjustments from time to time. We expense pre-contract costs as incurred for an anticipated contract until the contract is awarded. Throughout the life of the contract, indirect costs, including general and administrative costs, are expensed as incurred. Management regularly reviews project profitability and underlying estimates, including total cost to complete a project. For each project, estimates for total project costs are based on such factors as a project's contractual requirements and management's assessment of current and future pricing, economic conditions, political conditions and site conditions. Estimates can be impacted by such factors as additional requirements from our customers, a change in labor markets impacting the availability or cost of a skilled workforce, regulatory changes both domestically and internationally, political unrest or security issues at project locations. Revisions to estimates are reflected in our consolidated results of operations as changes in accounting estimates in the periods in which the facts that give rise to the revisions become known by management. We believe long-term contracts, contracts in a loss position and contracts with material award fees drive the significant changes in estimates in our contracts. 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting cash and cash equivalents, we consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash represents cash restricted by certain contracts and available for use to pay specified costs and vendors on work performed on specific contracts. On some contracts, advance payments are not available for use and cash is to be disbursed for specified costs for work performed on the specific contract. Changes in restricted cash related to our contracts are included as operating activities within our consolidated statement of cash flows. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management evaluates these estimates and assumptions on an ongoing basis, including but not limited to, those relating to allowances for doubtful accounts, fair value and impairment of intangible assets and goodwill, income taxes, stock based compensation, profitability on contracts, anticipated contract modifications, contingencies and litigation. Actual results could differ from those estimates. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts We establish an allowance for doubtful accounts against specific billed receivables based upon the latest information available to determine whether invoices are ultimately collectible. Such information includes the historical trends of write-offs and recovery of previously written-off accounts, the financial strength of the respective customer and projected economic and market conditions. The evaluation of these factors involves subjective judgments and changes in these factors may cause an increase to our estimated allowance for doubtful accounts, which could impact our consolidated financial statements by incurring bad debt expense. Given that we primarily serve the U.S. government, we believe the risk is low that changes in our allowance for doubtful accounts would result in a material impact on our financial results. |
Property and Equipment | Property and Equipment The cost of property and equipment, less applicable residual values, is depreciated using the straight-line method. Depreciation commences when the specific asset is complete, installed and ready for normal use. Depreciation related to equipment purchased for specific contracts is typically included within Cost of services, as this depreciation is directly attributable to project costs. We evaluate property and equipment for impairment quarterly by examining factors such as existence, functionality, obsolescence and physical condition. In the event we experience impairment, we revise the useful life estimate and record the impairment to arrive at a revised net book value. Our standard depreciation and amortization policies are as follows: Aircraft 5 to 10 years Computers and related equipment 3 to 5 years Leasehold improvements Shorter of lease term or useful life Office furniture and fixtures 2 to 10 years Vehicles 2 to 10 years |
Customer Related Intangible Assets | Customer Related Intangible Assets The initial values assigned to customer-related intangibles were the result of fair value calculations associated with business combinations. The values were determined based on estimates and judgments regarding expectations for the estimated future after-tax cash flows from those assets over their lives, including the probability of expected future contract renewals and sales, less a cost-of-capital charge, all of which was discounted to present value. We evaluate the carrying value of our customer-related intangibles within the asset group representing the lowest level of identifiable cash flows whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The customer related intangible carrying value is considered impaired when the anticipated undiscounted cash flows from such asset group is less than its carrying value. In that case, a loss is recognized based on the amount by which the carrying value exceeds the fair value. |
Indefinite-Lived Assets and Goodwill | Indefinite-Lived Assets and Goodwill Indefinite-lived assets, including goodwill and indefinite-lived tradename, are not amortized but are subject to an annual impairment test. We evaluate goodwill and indefinite lived tradename for impairment annually in the first month of the fourth quarter of each fiscal year and when a triggering event occurs or circumstances change to suggest that the carrying value may not be recoverable. The impairment test compares the fair value of each of our reporting units with its carrying amount, including indefinite-lived assets. If upon completion of the impairment test, the carrying value of the reporting unit exceeds its fair value, the Company will recognize an impairment loss. |
Income Taxes | Income Taxes We file income, franchise, gross receipts and similar tax returns in many jurisdictions. Our tax returns are subject to audit by the Internal Revenue Service, within most states in the U.S. and by various government agencies representing several jurisdictions outside the U.S. We use the asset and liability approach for financial accounting and reporting for income taxes in accordance with GAAP. Deferred income tax assets and liabilities are computed quarterly for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. On December 22, 2017, the President of the United States signed into law the Tax Act. The Tax Act amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and businesses. For businesses, the Tax Act creates limitations on interest expense deductions (if certain conditions apply) and reduces the corporate federal tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. Since the Tax Act was enacted during calendar year 2017, the Company is required to value its deferred tax assets and liabilities applying the rates prescribed by the enacted law for the period in which such deferred tax assets and liabilities are expected to reverse. SEC Staff Accounting Bulletin (“SAB”) 118 allows us to provide a provisional estimate of the impacts of the Tax Act due to the complexities involved in accounting for the enactment of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the enactment of the Tax Act to complete the accounting under ASC 740, Income Taxes . Income tax expense is made up of current expense which includes both permanent and temporary differences and deferred expense which only includes temporary differences. Income tax expense is the amount of tax payable for the period plus or minus the change in deferred tax assets and liabilities during the period. We perform a comprehensive review of our portfolio of uncertain tax positions regularly. The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. A liability is recorded when a benefit is recognized for a tax position and it is not more-likely-than-not that the position will be sustained on its technical merits or where the position is more-likely-than-not that it will be sustained on its technical merits, but the largest amount to be realized upon settlement is less than 100% of the position. To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. Tax-related interest is included within interest expense and tax-related penalties are included within income tax expense in our consolidated statements of operations. See Note 4 regarding income taxes. |
Share Based Compensation | Share Based Compensation We recognize compensation expense in the financial statements for all share based arrangements. Share based compensation cost is measured at the date of grant, based on the fair value of the award, and is recognized over the employee's requisite service period. See Note 9 for further discussion on share based compensation. |
Currency Translation | Currency Translation The assets and liabilities of our subsidiaries outside the U.S. that have a currency other than the U.S. dollar are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Results of operations and cash flow items for these subsidiaries are translated at the average exchange rates prevailing during the period. Gains and losses resulting from currency transactions and the re-measurement of the financial statements of U.S. functional currency foreign subsidiaries are recognized currently in Cost of services and Other income, net, respectively and those resulting from translation of financial statements are included in accumulated other comprehensive income (loss). |
Operating Segments | Operating Segments Our business was aligned into three operating and reporting segments during the year ended December 31, 2017 : Aviation Engineering, Logistics, and Sustainment ("AELS"), Aviation Operations and Life Cycle Management ("AOLC") and DynLogistics. Our chief operating decision maker, Chief Executive Officer George Krivo, assesses performance and allocates resources based upon the separate financial information around the Company’s operating segments, which is comprised of numerous contracts. In January 2018, the Company amended its organizational structure to improve efficiencies within existing businesses, capitalize on new opportunities, continue international growth and expand commercial business. The Company’s three operating and reporting segments, AELS, AOLC and DynLogistics, were re-aligned into two operating and reporting segments by combining AELS and AOLC into DynAviation with DynLogistics continuing to operate as a separate segment. Each operating and reportable segment is its own reporting unit. |
Recently Adopted Accounting Standards 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. 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 requires a retrospective approach. Early adoption is permitted, including adoption in an interim period. The Company elected to adopt ASU 2016-15 during the fourth quarter of calendar year 2017. The adoption of this guidance did not have an impact 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. The Company elected to adopt ASU 2016-18 during the fourth quarter of calendar year 2017. The Company recast its statement of cash flows for all prior periods. 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 form Contracts with Customers (Topic 606): Deferral of 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 used ASU No. 2016-08, Revenue form 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. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying this principle, an entity is required to identify the contract(s) with a customer, identify the performance obligations in the contract(s), determine the transaction price, allocate the transaction price to the performance obligations in the contract(s) and recognize revenue when (or as) the performance obligation is satisfied. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017. The Company will adopt ASU 2014-09 as of January 1, 2018 under the modified retrospective method. The method requires recording the cumulative effect of adoption recorded as an adjustment to the opening balance of equity as of that date without restatement of comparative periods, and also requires certain disclosures in the initial year of adoption. As of December 31, 2017, the Company has substantially completed its evaluation of the impact of adoption of this ASU, including the impacts to our business processes, systems and controls and the required disclosures. As part of our evaluation, we have designed and are applying additional internal controls, including implementation and sustainment controls. We have periodically briefed our Audit Committee on our progress made towards the adoption of ASU 2014-09. Our U.S. federal government contracts most commonly are accounted for using the percentage-of-completion method with a single profit center at the contract level. Under the new standard, our assessment of performance obligations could result in numerous profit centers within each contract. However, we are precluded from combining and segmenting deliverables in accordance with the existing standard. As a result, we have identified under the new standard the number of our performance obligations which may differ from the previous standard. The adoption of ASU 2014-09 will not change the total revenue or operating earnings recognized under these contracts, only the timing of when those amounts are recognized. Based on the Company’s current evaluation, we do not expect the adoption of ASU 2014-09 to be material. We believe the timing of and amount of revenue recognition will remain consistent between the current revenue standard and ASU 2014-09 since ASU 2014-09 requires us to recognize revenue over time under the cost-to-cost method for the majority of our contracts, which is consistent with our current revenue recognition model. Revenue on the majority of our contracts will continue to be recognized over time because of the continuous transfer of control to the customer. For U.S. government contracts, this continuous transfer of control to the customer is supported by contract clauses that allow the customer to unilaterally terminate the contract for convenience, pay us for costs incurred plus a reasonable profit and take control of any work in process. Similarly, for non-U.S. government contracts, the customer typically controls the work in process as evidenced either by contractual termination clauses or by our rights to payment for work performed to date to deliver products or services that do not have an alternative use to the Company. Under the new standard, the cost-to-cost measure of progress continues to best depict the transfer of asset control to the customer, which occurs as we incur costs. In addition, the number of our performance obligations under the new standard is not materially different from our contract segments under the existing standard. Lastly, the accounting for the estimate of variable consideration is not materially different compared to our current practice. We also do not expect the standard to have a material impact on our consolidated balance sheet. The impact primarily relates to reclassifications among financial statement accounts to align with the new standard. Most notably, contracts in process, net will be reclassified as receivables or contract assets based on amounts billed or unbilled, respectively. Advance payments and billings in excess of costs incurred and deferred revenue will be combined and reclassified as contract liabilities. Our contract balances will be reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period. 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 right-of-use assets and lease liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. 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. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The new standard will be effective for the Company in the first quarter of calendar year 2019. The Company has established a cross-functional team of key stakeholders for implementing the new standard. As part of the Company’s assessment and implementation plan, the Company is evaluating and implementing changes to its business processes, systems and controls. The Company has not yet determined the impact of the adoption of ASU 2016-02 on its consolidated financial position, results of operations and cash flows. The Company expects that upon adoption the most significant impact will be the recognition of right-of-use assets and lease liabilities on our consolidated balance sheets for our operating leases. 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 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 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 December 31, 2017 are not expected to have a material effect on our consolidated financial position or annual results of operations and cash flows. |
Significant Accounting Polici25
Significant Accounting Policies and Accounting Developments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Variable interest entity ownership percentages | Economic rights in active joint ventures that are operationally integral are indicated by the ownership percentages in the table listed below. Partnership for Temporary Housing LLC ("PaTH") 30 % Global Linguist Solutions LLC ("GLS") 51 % |
Aggregate gross favorable and unfavorable adjustments to income (loss) 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 years ended December 31, 2017 , December 31, 2016 and December 31, 2015 . For the years ended December 31, 2017 December 31, 2016 December 31, 2015 (Amounts in millions) Gross favorable adjustments $ 26.9 $ 27.9 $ 29.2 Gross unfavorable adjustments (3.3 ) (31.8 ) (3.3 ) Net adjustments $ 23.6 $ (3.9 ) $ 25.9 |
Summary of standard depreciation and amortization policies | Our standard depreciation and amortization policies are as follows: Aircraft 5 to 10 years Computers and related equipment 3 to 5 years Leasehold improvements Shorter of lease term or useful life Office furniture and fixtures 2 to 10 years Vehicles 2 to 10 years |
Schedule of cash and cash equivalents | The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of such amounts in the consolidated statements of cash flows: For the years ended December 31, 2017 December 31, 2016 December 31, 2015 ( Amounts in thousands) Beginning of period Cash and cash equivalents $ 118,218 $ 108,782 $ 94,004 Restricted cash 7,664 721 707 Total cash, cash equivalents and restricted cash, beginning of period 125,882 109,503 94,711 End of period Cash and cash equivalents 168,250 118,218 108,782 Restricted cash — 7,664 721 Total cash, cash equivalents and restricted cash, end of period 168,250 125,882 109,503 Net increase (decrease) in cash, cash equivalents and restricted cash $ 42,368 $ 16,379 $ 14,792 |
Restrictions on cash and cash equivalents | The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of such amounts in the consolidated statements of cash flows: For the years ended December 31, 2017 December 31, 2016 December 31, 2015 ( Amounts in thousands) Beginning of period Cash and cash equivalents $ 118,218 $ 108,782 $ 94,004 Restricted cash 7,664 721 707 Total cash, cash equivalents and restricted cash, beginning of period 125,882 109,503 94,711 End of period Cash and cash equivalents 168,250 118,218 108,782 Restricted cash — 7,664 721 Total cash, cash equivalents and restricted cash, end of period 168,250 125,882 109,503 Net increase (decrease) in cash, cash equivalents and restricted cash $ 42,368 $ 16,379 $ 14,792 |
Schedule of changes in consolidated statements of cash flows as reported and previously reported prior to adoption of ASU 2016-18 | The following table illustrates changes in the Company's Consolidated Statements of Cash Flows as reported and as previously reported prior to the adoption of ASU 2016-18 in the fourth quarter of calendar year 2017: Year Ended December 31, 2016 December 31, 2015 As Reported As Previously Reported As Reported As Previously Reported ( Amounts in thousands) Net cash provided by operating activities $ 41,153 $ 41,153 $ 19,586 $ 19,572 Net cash used in investing activities (9,997 ) (16,940 ) (2,735 ) (2,735 ) Net cash used in financing activities (14,777 ) (14,777 ) (2,059 ) (2,059 ) Net increase in cash, cash equivalents and restricted cash (1) 16,379 9,436 14,792 14,778 Cash, cash equivalents and restricted cash, beginning of period (1) 109,503 108,782 94,711 94,004 Cash, cash equivalents and restricted cash, end of period (1) 125,882 118,218 109,503 108,782 (1) Amounts in the As Reported column include cash, cash equivalents and restricted cash as required upon the adoption of ASU 2016-18. Amounts in the As Previously Reported column reflects only cash and cash equivalents. |
Composition of Certain Financ26
Composition of Certain Financial Statement Captions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets As of December 31, 2017 December 31, 2016 (Amounts in thousands) Prepaid expenses $ 38,423 $ 39,895 Inventories 8,240 18,451 Work-in-process inventory, net 520 164 Joint venture receivables 29 84 Other current assets 5,330 7,100 Total prepaid expenses and other current assets $ 52,542 $ 65,694 |
Property and equipment, net | Property and equipment, net As of December 31, 2017 December 31, 2016 (Amounts in thousands) Aircraft $ 3,868 $ 2,997 Computers and related equipment 7,967 7,161 Leasehold improvements 17,614 20,934 Office furniture and fixtures 4,184 5,499 Vehicles 12,659 3,430 Gross property and equipment 46,292 40,021 Less accumulated depreciation (22,724 ) (23,385 ) Total property and equipment, net $ 23,568 $ 16,636 |
Other assets, net | Other assets, net As of December 31, 2017 December 31, 2016 (Amounts in thousands) Investment in affiliates $ 5,746 $ 7,825 Palm promissory notes, long-term portion 1,876 2,034 Other 4,885 3,513 Total other assets, net $ 12,507 $ 13,372 |
Accrued payroll and employee costs | Accrued payroll and employee costs As of December 31, 2017 December 31, 2016 (Amounts in thousands) Wages, compensation and other benefits $ 90,583 $ 82,062 Accrued vacation 13,625 12,462 Accrued contributions to employee benefit plans 1,183 1,056 Total accrued payroll and employee costs $ 105,391 $ 95,580 |
Accrued liabilities | Accrued liabilities As of December 31, 2017 December 31, 2016 (Amounts in thousands) Customer liability $ 23,486 $ 20,762 Accrued insurance 23,793 26,201 Accrued interest 23,194 25,807 Contract losses 2,660 10,912 Legal reserves 9,233 4,597 Subcontractor retention — 250 Other 16,318 15,549 Total accrued liabilities $ 98,684 $ 104,078 |
Goodwill, Other Intangible As27
Goodwill, Other Intangible Assets, and Long-Lived Assets (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2017 (Amounts in thousands, except years) Weighted Gross (1) Accumulated Net Other intangible assets: Customer-related intangible assets 2.3 $ 229,860 $ (177,738 ) $ 52,122 Other Finite-lived 2.6 14,821 (11,641 ) 3,180 Total other intangibles $ 244,681 $ (189,379 ) $ 55,302 Tradenames: Indefinite-lived $ 28,536 $ — $ 28,536 Total tradenames $ 28,536 $ — $ 28,536 (1) Certain fully amortized intangible balances were eliminated during calendar year 2017. 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 — $ 869 $ (869 ) $ — Indefinite-lived 28,536 — 28,536 Total tradenames $ 29,405 $ (869 ) $ 28,536 |
Future amortization based upon the finite-lived intangible assets owned | The following table outlines an estimate of future amortization based upon the finite-lived intangible assets owned at December 31, 2017 : (Amounts in thousands) Amortization (1) Estimate for calendar year 2018 $ 22,024 Estimate for calendar year 2019 21,798 Estimate for calendar year 2020 11,389 Estimate for calendar year 2021 91 Estimate for calendar year 2022 — Thereafter — (1)The future amortization is inclusive of the finite lived intangible-assets. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 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: For the years ended December 31, 2017 December 31, 2016 December 31, 2015 (Amounts in thousands) Domestic $ 30,810 $ (45,100 ) $ (143,446 ) Foreign 2,713 2,245 3,981 Income (loss) before income taxes $ 33,523 $ (42,855 ) $ (139,465 ) |
Benefit (provision for) from income taxes | The (Provision) benefit for income taxes consists of the following: For the years ended December 31, 2017 December 31, 2016 December 31, 2015 (Amounts in thousands) Current portion: Federal $ — $ — $ — State (870 ) (775 ) (550 ) Foreign (16,214 ) (8,424 ) (7,391 ) (17,084 ) (9,199 ) (7,941 ) Deferred portion: Federal 15,063 163 16,024 State 292 37 388 Foreign 7 (1,139 ) 201 15,362 (939 ) 16,613 (Provision) benefit for income taxes $ (1,722 ) $ (10,138 ) $ 8,672 |
Schedule of deferred tax assets and liabilities | Temporary differences, which give rise to deferred tax assets and liabilities, were as follows: As of December 31, 2017 December 31, 2016 (Amounts in thousands) Deferred tax assets related to: Workers' compensation accrual $ 2,276 $ 5,007 Accrued vacation 2,447 3,780 Completion bonus allowance 3,933 6,260 Accrued severance 109 354 Accrued executive incentives 5,475 8,396 Legal reserve 2,075 1,645 Allowance for doubtful accounts 3,223 8,366 Accrued health costs 2,398 3,414 Contract loss reserve 3,055 5,083 Other accrued liabilities and reserves 6,041 6,619 Partnership / joint venture basis differences 1,994 3,629 Foreign tax credit carryforward 45,426 30,495 Net operating loss carryforward 6,387 4,222 Other carryforwards 2,156 1,393 Uncertain tax positions 751 943 Goodwill and other intangible assets 14,451 52,477 Valuation allowance (66,618 ) (88,806 ) Total deferred tax assets 35,579 53,277 Deferred tax liabilities related to: Prepaid insurance (4,846 ) (6,865 ) Indefinite lived intangibles — (15,473 ) Unbilled receivables (30,364 ) (45,764 ) Total deferred tax liabilities (35,210 ) (68,102 ) Total deferred tax assets (liabilities), net $ 369 $ (14,825 ) |
Reconciliation of the statutory federal income tax rate to Company's effective rate | A reconciliation of the statutory federal income tax rate to our effective rate is provided below: For the years ended December 31, 2017 December 31, 2016 December 31, 2015 Statutory rate 35.0 % 35.0 % 35.0 % State income tax, less effect of federal deduction 1.7 % (1.7 )% (0.1 )% Noncontrolling interests (1.3 )% 0.9 % 0.5 % Goodwill impairment (1) — % — % (11.6 )% Nondeductible meals and entertainment 2.4 % (2.2 )% (0.7 )% Nondeductible expenses 2.9 % (2.7 )% (0.2 )% Impact of Tax Act 30.7 % — % — % Valuation allowance (68.1 )% (52.9 )% (16.7 )% Other 1.8 % (0.1 )% — % Effective tax rate 5.1 % (23.7 )% 6.2 % (1) Includes non-cash impairment charges to goodwill for the year ended December 31, 2015 . |
Reconciliation of the beginning and ending amount of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (Amounts in thousands) Unrecognized Tax Benefits Balance at December 31, 2015 $ 2,634 Additions for tax positions related to prior years — Reductions for tax positions of prior years — Settlements — Remeasurements — Net releases — Lapse of statute of limitations — Balance at December 31, 2016 $ 2,634 Additions for tax positions related to prior years 158 Reductions for tax positions of prior years — Settlements — Remeasurements — Net releases — Lapse of statute of limitations — Balance at December 31, 2017 $ 2,792 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Accounts receivable | Accounts Receivable, net consisted of the following: As of December 31, 2017 December 31, 2016 (Amounts in thousands) Billed $ 160,770 $ 93,409 Unbilled 191,780 206,846 Total $ 352,550 $ 300,255 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Schedule of pension fund | Our participation in the IAMNPF for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 is outlined in the table below. The "EIN/PN" column provides the Employee Identification Number ("EIN") and the three-digit plan number ("PN"). The most recent Pension Protection Act ("PPA") zone status available for 2017, 2016 and 2015 is for the plan year-ends as indicated below. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded. The "FIP/RP Status Pending/Implemented" column indicates if the plan has a financial improvement plan ("FIP") or a rehabilitation plan ("RP") which is either pending or has been implemented. In addition to regular plan contributions, we may be subject to a surcharge if the plan is in the red zone. The "Surcharge Imposed" column indicates whether a surcharge has been imposed on contributions to the plan. The last column lists the expiration date of the collective-bargaining agreements to which the plan is subject. FIP / RP Status Total Contributions of DynCorp International Expiration PPA Zone Status (2) Pending / (Amounts in thousands) Surcharge Date of Pension Fund EIN/PN 2017 2016 2015 Implemented 2017 2016 2015 Imposed CBA IAMNPF (1) 516031295 / 001 Green Green Green No $8,337 $9,534 $9,341 No 4/15/2018 through 9/30/2021 (1) Of the 14 collective-bargaining agreements that require contributions to this plan, the agreement with International Association of Machinists ("IAM") union employees at Naval Test Wing Atlantic is the most significant as contributions under this plan for years 2018 through the expiration date of the collective-bargaining agreement will approximate $9.5 million , or 49% of all required contributions to the IAMNPF. (2) Unless otherwise noted, the most recent PPA zone status available in 2017, 2016 and 2015, is for the plan’s year-end status for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. The zone status is based on information we receive from the plan and is certified by the plan's actuary. Generally, plans in the red zone are less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of debt | Debt consisted of the following: As of December 31, 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 $ 379,006 $ — $ (1,177 ) $ 377,829 Term loan 182,286 (8,996 ) (2,776 ) 170,514 Cerberus 3L notes 32,420 — (72 ) 32,348 Total indebtedness 593,712 (8,996 ) (4,025 ) 580,691 Less current portion of long-term debt, net (1) (54,943 ) 1,110 181 (53,652 ) Total long-term debt, net $ 538,769 $ (7,886 ) $ (3,844 ) $ 527,039 (1) The carrying amount of the current portion of long-term debt as of December 31, 2017 includes our Excess Cash Flow Payment of $54.9 million , which was paid on March 21, 2018 . 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, net (64,433 ) 1,364 226 (62,843 ) Total long-term debt, net $ 586,502 $ (11,206 ) $ (5,683 ) $ 569,613 |
Schedule of maximum leverage ratios by period end | The total leverage ratio under the New Senior Credit Facility as of the last day of any fiscal quarter ending during any period set forth below are not permitted to be greater than the total leverage ratios set forth below opposite the last day of any fiscal quarter occurring during the periods set forth below: Period Total Leverage Ratio September 30, 2017 - December 31, 2017 5.75 to 1.0 January 1, 2018 - March 30, 2018 5.75 to 1.0 March 31, 2018 - June 29, 2018 5.50 to 1.0 June 30, 2018 - September 28, 2018 5.40 to 1.0 September 29, 2018 and thereafter 4.75 to 1.0 |
Schedule of interest coverage ratios by period end | The interest coverage ratio under the New Senior Credit Facility 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 interest coverage ratio under the New Senior Credit Facility as of the last day of any fiscal quarter ending during any period set forth below are not permitted to be less than the interest coverage ratio set forth below opposite the last day of any fiscal quarter occurring during the periods set forth below: Period Interest Coverage Ratio September 30, 2017 - December 31, 2017 1.40 to 1.0 January 1, 2018 - March 30, 2018 1.50 to 1.0 March 31, 2018 - June 29, 2018 1.60 to 1.0 June 30, 2018 and thereafter 1.70 to 1.0 |
Schedule of debt redemption prices | 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 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of minimum fixed rentals non-cancelable under operating leases | Minimum fixed rental payments non-cancelable for the next five years and thereafter under operating leases in effect as of December 31, 2017 , are as follows: Calendar Year Real Estate Equipment Total (Amounts in thousands) 2018 (1) $ 20,776 $ 7,538 $ 28,314 2019 6,047 438 6,485 2020 4,959 438 5,397 2021 3,553 36 3,589 2022 2,970 — 2,970 Thereafter 5,856 — 5,856 Total $ 44,161 $ 8,450 $ 52,611 (1) The minimum lease table above excludes agreements of one year or less in duration. These leases are accounted for in our rent expense, however, because of the short tenure of the lease, these are not reflected in the table above. |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Disclosure of assumptions used | A summary of the Class B Interest plans activity for the years ended December 31, 2017 and December 31, 2016 is as follows: Number of Interests Outstanding at December 31, 2015 5,766 Granted 20,000 Exercised — Forfeited or expired — Outstanding at December 31, 2016 25,766 Granted 62,500 Exercised — Repurchased (10,000 ) Forfeited or expired (10,650 ) Outstanding at December 31, 2017 67,616 |
Schedule of nonvested share activity during the year | The following is a summary of the changes in non-vested shares for the years ended December 31, 2017 and December 31, 2016 : Number of Shares Non-vested shares at December 31, 2015 206 Granted 20,000 Vested (5,139 ) Forfeited — Non-vested shares at December 31, 2016 15,067 Granted 62,500 Vested (36,317 ) Forfeited (10,000 ) Non-vested shares at December 31, 2017 31,250 |
Fair Value of Financial Asset34
Fair Value of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Estimate of fair value of long-term debt based on quoted prices in active markets | As Of December 31, 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 379,006 401,273 373,385 343,282 Term loan 182,286 182,286 207,400 200,141 Cerberus 3L notes 32,420 30,267 30,831 9,624 Total indebtedness 593,712 613,826 650,935 590,179 Less current portion of long-term debt (54,943 ) (54,943 ) (64,433 ) (61,367 ) Total long-term debt $ 538,769 $ 558,883 $ 586,502 $ 528,812 |
Segment and Geographic Inform35
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 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 consolidated financial statements: For the years ended December 31, 2017 December 31, 2016 December 31, 2015 (Amounts in thousands) Revenue AELS $ 605,575 $ 585,200 $ 545,909 AOLC 603,223 617,282 730,153 DynLogistics 796,151 633,646 647,142 Headquarters / Other (1) (513 ) 26 (27 ) Total revenue $ 2,004,436 $ 1,836,154 $ 1,923,177 Operating income (loss) AELS $ 26,553 $ (19,213 ) $ (97,400 ) AOLC 64,073 49,334 28,160 DynLogistics 67,441 70,402 42,496 Headquarters / Other (2) (54,572 ) (75,836 ) (47,975 ) Total operating income (loss) $ 103,495 $ 24,687 $ (74,719 ) Depreciation and amortization AELS $ 1,481 $ 675 $ 1,400 AOLC 185 541 1,073 DynLogistics 909 388 250 Headquarters / Other 31,616 34,350 34,531 Total depreciation and amortization (3) $ 34,191 $ 35,954 $ 37,254 (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 relates to amortization of intangible assets and other costs that are not allocated to segments and are not billable to our U.S. government customers, Global Advisory Group costs and costs associated with the Refinancing Transactions, partially offset by equity method investee income. (3) Includes amounts in Cost of services of $1.9 million , $1.1 million and $2.3 million for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 , respectively. |
Schedule of Assets Allocation to segment | As of December 31, 2017 December 31, 2016 December 31, 2015 (Amounts in thousands) Assets AELS $ 126,372 $ 140,320 $ 158,784 AOLC 117,859 133,096 192,843 DynLogistics 243,281 168,085 173,036 Headquarters / Other (1) 248,205 235,036 260,026 Total assets $ 735,717 $ 676,537 $ 784,689 (1) Assets primarily include cash, investments in unconsolidated subsidiaries, and intangible assets (excluding goodwill). |
Summary of Revenue by geography | Revenue by geography is determined based on the location of services provided. For the years ended December 31, 2017 December 31, 2016 December 31, 2015 (Amounts in thousands) United States $ 769,498 38 % $ 658,137 36 % $ 658,639 34 % Afghanistan 653,070 33 % 597,916 33 % 648,058 34 % Middle East (1) 402,700 20 % 440,417 24 % 407,521 21 % Other Americas 92,083 5 % 50,371 3 % 76,746 4 % Europe 45,430 2 % 35,511 2 % 70,456 4 % Asia-Pacific 24,072 1 % 24,300 1 % 29,362 1 % Other 17,583 1 % 29,502 1 % 32,395 2 % Total revenue $ 2,004,436 100 % $ 1,836,154 100 % $ 1,923,177 100 % (1) The Middle East includes but is not limited to activities in Iraq, Oman, Qatar, United Arab Emirates, Kuwait, Palestine, Pakistan, Jordan, Lebanon, Bahrain, Saudi Arabia, Turkey and Egypt. The vast majority of all assets owned by the Company were located in the U.S. as of December 31, 2017 . |
Related Parties, Joint Ventur36
Related Parties, Joint Ventures and Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Ownership percentage of Joint Ventures and Variable Interest Entities | Our most significant joint ventures and VIEs and our associated ownership percentages are listed as follows: Partnership for Temporary Housing LLC ("PaTH") 30 % Global Linguist Solutions ("GLS") 51 % DynCorp International FZ - LLC ("DIFZ") 25 % |
Selected financial information for related parties and equity method investees | The following tables present selected financial information for DIFZ as of December 31, 2017 and December 31, 2016 and for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 : As of (Amounts in millions) December 31, 2017 December 31, 2016 Assets $ 4.5 $ 4.2 Liabilities 0.9 1.1 For the years ended (Amounts in millions) December 31, 2017 December 31, 2016 December 31, 2015 Revenue $ 173.5 $ 179.4 $ 216.1 The following tables present selected financial information for our equity method investees as of December 31, 2017 and December 31, 2016 and for the years ended December 31, 2017 , December 31, 2016 and December 31, 2015 : As of (Amounts in millions) December 31, 2017 December 31, 2016 Current assets $ 28.2 $ 27.7 Total assets 28.2 29.3 Current liabilities 11.6 10.1 Total liabilities 11.6 10.1 For the years ended (Amounts in millions) December 31, 2017 December 31, 2016 December 31, 2015 Revenue $ 60.7 $ 59.6 $ 101.8 Gross (loss) profit (0.1 ) 0.1 14.8 Net income — 0.1 11.4 |
Consolidating Financial State37
Consolidating Financial Statements of Subsidiary Guarantors (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Statement of Operations Information | Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Operations Information For the year ended December 31, 2017 (Amounts in thousands) Parent Subsidiary Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Revenue $ — $ — $ 2,018,761 $ 195,398 $ (209,723 ) $ 2,004,436 Cost of services — — (1,778,098 ) (193,095 ) 209,659 (1,761,534 ) Selling, general and administrative expenses — — (107,556 ) (327 ) 51 (107,832 ) Depreciation and amortization expense — — (31,557 ) (698 ) 13 (32,242 ) Earnings from equity method investees — — 667 — — 667 Operating income — — 102,217 1,278 — 103,495 Interest expense — (68,078 ) (2,639 ) — — (70,717 ) Loss on early extinguishment of debt — (24 ) — — — (24 ) Interest income — — 348 5 — 353 Equity in income of consolidated subsidiaries 30,600 74,867 67 — (105,534 ) — Other income, net — — 392 24 — 416 Income before income taxes 30,600 6,765 100,385 1,307 (105,534 ) 33,523 Benefit (provision) for income taxes — 23,835 (25,518 ) (39 ) — (1,722 ) Net income 30,600 30,600 74,867 1,268 (105,534 ) 31,801 Noncontrolling interest — — — (1,201 ) — (1,201 ) Net income attributable to Delta Tucker Holdings, Inc. $ 30,600 $ 30,600 $ 74,867 $ 67 $ (105,534 ) $ 30,600 Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Operations Information For the year ended December 31, 2016 (Amounts in thousands) Parent Subsidiary Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Revenue $ — $ — $ 1,852,089 $ 203,992 $ (219,927 ) $ 1,836,154 Cost of services — — (1,653,930 ) (202,251 ) 219,850 (1,636,331 ) Selling, general and administrative expenses — — (139,412 ) (186 ) 67 (139,531 ) Depreciation and amortization expense — — (34,190 ) (709 ) 10 (34,889 ) Earnings from equity method investees — — 1,066 — — 1,066 Impairment of goodwill, intangibles and long lived assets — — (1,782 ) — — (1,782 ) Operating income — — 23,841 846 — 24,687 Interest expense — (69,208 ) (3,153 ) — — (72,361 ) Loss on early extinguishment of debt — (328 ) — — — (328 ) Interest income — — 205 7 — 212 Equity in loss of consolidated subsidiaries (54,064 ) (8,864 ) (438 ) — 63,366 — Other income, net — — 5,117 (182 ) — 4,935 (Loss) income before income taxes (54,064 ) (78,400 ) 25,572 671 63,366 (42,855 ) Benefit (provision) for income taxes — 24,336 (34,438 ) (36 ) — (10,138 ) Net (loss) income (54,064 ) (54,064 ) (8,866 ) 635 63,366 (52,993 ) Noncontrolling interest — — — (1,071 ) — (1,071 ) Net loss attributable to Delta Tucker Holdings, Inc. $ (54,064 ) $ (54,064 ) $ (8,866 ) $ (436 ) $ 63,366 $ (54,064 ) Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Operations Information For the year ended December 31, 2015 (Amounts in thousands) Parent Subsidiary Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Revenue $ — $ — $ 1,937,385 $ 241,716 $ (255,924 ) $ 1,923,177 Cost of services — — (1,739,280 ) (238,254 ) 255,855 (1,721,679 ) Selling, general and administrative expenses — — (144,625 ) (115 ) 65 (144,675 ) Depreciation and amortization expense — — (33,857 ) (1,133 ) 4 (34,986 ) Earnings from equity method investees — — 140 — — 140 Impairment of goodwill, intangibles and long lived assets — — (96,696 ) — — (96,696 ) Operating (loss) income — — (76,933 ) 2,214 — (74,719 ) Interest expense — (65,689 ) (3,135 ) — — (68,824 ) Interest income — — 103 7 — 110 Equity in (loss) income of consolidated subsidiaries (132,602 ) (89,904 ) 149 — 222,357 — Other income, net — — 3,952 16 — 3,968 (Loss) income before income taxes (132,602 ) (155,593 ) (75,864 ) 2,237 222,357 (139,465 ) Benefit (provision) for income taxes — 22,991 (14,040 ) (279 ) — 8,672 Net (loss) income (132,602 ) (132,602 ) (89,904 ) 1,958 222,357 (130,793 ) Noncontrolling interest — — — (1,809 ) — (1,809 ) Net (loss) income attributable to Delta Tucker Holdings, Inc. $ (132,602 ) $ (132,602 ) $ (89,904 ) $ 149 $ 222,357 $ (132,602 ) |
Condensed Consolidating Statement of Comprehensive Income (Loss) | Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Income For the year ended December 31, 2017 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Net income $ 30,600 $ 30,600 $ 74,867 $ 1,268 $ (105,534 ) $ 31,801 Other comprehensive income: Currency translation adjustment 273 273 243 30 (546 ) 273 Other comprehensive income, before tax 273 273 243 30 (546 ) 273 Income tax expense related to items of other comprehensive income (167 ) (167 ) (149 ) (18 ) 334 (167 ) Other comprehensive income 106 106 94 12 (212 ) 106 Comprehensive income 30,706 30,706 74,961 1,280 (105,746 ) 31,907 Noncontrolling interest — — — (1,201 ) — (1,201 ) Comprehensive income attributable to Delta Tucker Holdings, Inc. $ 30,706 $ 30,706 $ 74,961 $ 79 $ (105,746 ) $ 30,706 Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Loss For the year ended December 31, 2016 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Net (loss) income $ (54,064 ) $ (54,064 ) $ (8,866 ) $ 635 $ 63,366 $ (52,993 ) Other comprehensive loss: Currency translation adjustment (233 ) (233 ) — (233 ) 466 (233 ) Other comprehensive loss, before tax (233 ) (233 ) — (233 ) 466 (233 ) Income tax benefit related to items of other comprehensive loss 83 83 — 83 (166 ) 83 Other comprehensive loss (150 ) (150 ) — (150 ) 300 (150 ) Comprehensive (loss) income (54,214 ) (54,214 ) (8,866 ) 485 63,666 (53,143 ) Noncontrolling interest — — — (1,071 ) — (1,071 ) Comprehensive loss attributable to Delta Tucker Holdings, Inc. $ (54,214 ) $ (54,214 ) $ (8,866 ) $ (586 ) $ 63,666 $ (54,214 ) Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Loss For the year ended December 31, 2015 (Amounts in thousands) Parent Subsidiary Issuer Subsidiary Guarantors Subsidiary Non-Guarantors Eliminations Consolidated Net (loss) income $ (132,602 ) $ (132,602 ) $ (89,904 ) $ 1,958 $ 222,357 $ (130,793 ) Other comprehensive loss: Currency translation adjustment (122 ) (122 ) — (122 ) 244 (122 ) Other comprehensive loss, before tax (122 ) (122 ) — (122 ) 244 (122 ) Income tax benefit related to items of other comprehensive loss 43 43 — 43 (86 ) 43 Other comprehensive loss (79 ) (79 ) — (79 ) 158 (79 ) Comprehensive (loss) income (132,681 ) (132,681 ) (89,904 ) 1,879 222,515 (130,872 ) Noncontrolling interest — — — (1,809 ) — (1,809 ) Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc. $ (132,681 ) $ (132,681 ) $ (89,904 ) $ 70 $ 222,515 $ (132,681 ) |
Condensed Consolidating Balance Sheet Information | Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Balance Sheet Information December 31, 2017 (Amounts in thousands) Parent Subsidiary Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ — $ 153,004 $ 15,246 $ — $ 168,250 Restricted cash — — — — — — Accounts receivable, net — — 361,362 — (8,812 ) 352,550 Intercompany receivables — — 162,470 9,140 (171,610 ) — Prepaid expenses and other current assets — — 48,473 4,321 (252 ) 52,542 Total current assets — — 725,309 28,707 (180,674 ) 573,342 Property and equipment, net — — 22,980 588 — 23,568 Goodwill — — 9,694 32,399 — 42,093 Tradenames, net — — 28,536 — — 28,536 Other intangibles, net — — 55,302 — — 55,302 Investment in subsidiaries — 579,191 54,690 — (633,881 ) — Long-term deferred taxes — — 369 — — 369 Other assets, net — — 8,941 3,566 — 12,507 Total assets $ — $ 579,191 $ 905,821 $ 65,260 $ (814,555 ) $ 735,717 LIABILITIES & DEFICIT Current liabilities: Current portion of long-term debt, net $ — $ 53,652 $ — $ — $ — $ 53,652 Accounts payable — — 106,039 4,170 (813 ) 109,396 Accrued payroll and employee costs — — 102,953 2,438 — 105,391 Intercompany payables 45,085 117,385 9,140 — (171,610 ) — Deferred income taxes — — — 29 (29 ) — Accrued liabilities 150,371 31,486 71,200 3,933 (158,306 ) 98,684 Income taxes payable — — 18,688 — (287 ) 18,401 Total current liabilities 195,456 202,523 308,020 10,570 (331,045 ) 385,524 Long-term debt, net — 527,039 — — — 527,039 Other long-term liabilities — — 13,081 — — 13,081 Noncontrolling interests — — 5,529 — — 5,529 (Deficit) equity (195,456 ) (150,371 ) 579,191 54,690 (483,510 ) (195,456 ) Total liabilities and deficit $ — $ 579,191 $ 905,821 $ 65,260 $ (814,555 ) $ 735,717 Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Balance Sheet Information December 31, 2016 (Amounts in thousands) Parent Subsidiary 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, net $ — $ 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, net — 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 |
Condensed Consolidating Statement of Cash Flow Information | Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Cash Flow Information For the year ended December 31, 2017 (Amounts in thousands) Parent Subsidiary Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net cash provided by operating activities $ — $ 37,608 $ 32,280 $ 3,865 $ (554 ) $ 73,199 Cash flows from investing activities: Purchase of property and equipment — — (8,848 ) — — (8,848 ) Proceeds from sale of property and equipment — — 537 — — 537 Purchase of software — — (1,298 ) — — (1,298 ) Return of capital from equity method investees — — 8,017 — — 8,017 Contributions to equity method investees (40,599 ) — (5,250 ) — 40,599 (5,250 ) Net transfers to Parent/subsidiary — — 21,118 688 (21,806 ) — Net cash (used in) provided by investing activities (40,599 ) — 14,276 688 18,793 (6,842 ) 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 40,599 400 — — — 40,999 Payment of dividends to noncontrolling interests — — — (1,109 ) 554 (555 ) Net transfers from Parent/subsidiary — (21,118 ) (688 ) — 21,806 — Net cash provided by (used in) financing activities 40,599 (44,552 ) (688 ) (1,109 ) (18,239 ) (23,989 ) Net (decrease) increase in cash, cash equivalents and restricted cash — (6,944 ) 45,868 3,444 — 42,368 Cash, cash equivalents and restricted cash, beginning of period — 6,944 107,136 11,802 — 125,882 Cash, cash equivalents and restricted cash, end of period $ — $ — $ 153,004 $ 15,246 $ — $ 168,250 Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Cash Flow Information For the year ended December 31, 2016 (Amounts in thousands) Parent Subsidiary Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 557 $ 70,747 $ (11,096 ) $ (18,116 ) $ (939 ) $ 41,153 Cash flows from investing activities: Purchase of property and equipment — — (5,322 ) (24 ) — (5,346 ) Proceeds from sale of property and equipment — — 832 — — 832 Purchase of software — — (2,634 ) — — (2,634 ) Return of capital from equity method investees — — 2,557 — — 2,557 Contributions to equity method investees — — (5,406 ) — — (5,406 ) Net transfer from affiliates — — 50,523 18,403 (68,926 ) — Net cash (used in) provided by investing activities — — 40,550 18,379 (68,926 ) (9,997 ) 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 cost — (4,998 ) — — — (4,998 ) Equity contribution from affiliates of Cerberus — 550 — — — 550 Payment of dividends to noncontrolling interests — — — (1,878 ) 939 (939 ) Net transfers to affiliates (557 ) (49,965 ) (18,404 ) — 68,926 — Net cash used in financing activities (557 ) (63,803 ) (18,404 ) (1,878 ) 69,865 (14,777 ) Net increase (decrease) in cash, cash equivalents and restricted cash — 6,944 11,050 (1,615 ) — 16,379 Cash, cash equivalents and restricted cash, beginning of period — — 96,086 13,417 — 109,503 Cash, cash equivalents and restricted cash, end of period $ — $ 6,944 $ 107,136 $ 11,802 $ — $ 125,882 Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Cash Flow Information For the year ended December 31, 2015 (Amounts in thousands) Parent Subsidiary Subsidiary Guarantors Subsidiary Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 563 $ 33,182 $ (9,977 ) $ (3,178 ) $ (1,004 ) $ 19,586 Cash flows from investing activities: Purchase of property and equipment — — (2,026 ) (1,153 ) — (3,179 ) Proceeds from sale of property and equipment — — 526 — — 526 Purchase of software — — (1,555 ) — — (1,555 ) Return of capital from equity method investees — — 4,590 — — 4,590 Contributions to equity method investees — — (3,117 ) — — (3,117 ) Net transfer from affiliates — — 34,745 13,052 (47,797 ) — Net cash provided by investing activities — — 33,163 11,899 (47,797 ) (2,735 ) Cash flows from financing activities: Borrowings on indebtedness — 218,800 — — — 218,800 Payments on indebtedness — (218,800 ) — — — (218,800 ) Payments under other financing arrangements — — (2,055 ) — — (2,055 ) Equity contribution from affiliates of Cerberus — 1,000 — — — 1,000 Payment of dividends to noncontrolling interests — — — (2,008 ) 1,004 (1,004 ) Net transfer to affiliates (563 ) (34,182 ) (13,052 ) — 47,797 — Net cash used in financing activities (563 ) (33,182 ) (15,107 ) (2,008 ) 48,801 (2,059 ) Net increase in cash, cash equivalents and restricted cash — — 8,079 6,713 — 14,792 Cash, cash equivalents and restricted cash, beginning of period — — 88,007 6,704 — 94,711 Cash, cash equivalents and restricted cash, end of period $ — $ — $ 96,086 $ 13,417 $ — $ 109,503 |
Significant Accounting Polici38
Significant Accounting Policies and Accounting Developments (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Partnership for Temporary Housing LLC (PaTH) | |
Variable Interest Entity ownership percentages | |
Variable interest entity ownership percentage | 30.00% |
Global Linguist Solutions LLC (GLS) | |
Variable Interest Entity ownership percentages | |
Variable interest entity ownership percentage | 51.00% |
Significant Accounting Polici39
Significant Accounting Policies and Accounting Developments (Details 2) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||
Gross favorable adjustments | $ 26.9 | $ 27.9 | $ 29.2 |
Gross unfavorable adjustments | (3.3) | (31.8) | (3.3) |
Net adjustments | $ 23.6 | $ (3.9) | $ 25.9 |
Significant Accounting Polici40
Significant Accounting Policies and Accounting Developments (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Foreign currency transactional gains (losses) | $ 0 | $ 0 | $ 0 |
Minimum | Aircraft | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment useful life | 5 years | ||
Minimum | Computers and related equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment useful life | 3 years | ||
Minimum | Office furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment useful life | 2 years | ||
Minimum | Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment useful life | 2 years | ||
Maximum | Aircraft | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment useful life | 10 years | ||
Maximum | Computers and related equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment useful life | 5 years | ||
Maximum | Office furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment useful life | 10 years | ||
Maximum | Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment useful life | 10 years |
Significant Accounting Polici41
Significant Accounting Policies and Accounting Developments Significant Accounting Policies and Accounting Developments (Details 4) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Accounting Policies [Abstract] | ||||||
Cash and cash equivalents, beginning of period | $ 118,218 | $ 108,782 | $ 94,004 | |||
Restricted cash, beginning of period | 7,664 | 721 | 707 | |||
Cash, cash equivalents and restricted cash, beginning of period | [1] | 125,882 | 109,503 | 94,711 | ||
Cash and cash equivalents, end of period | 168,250 | 118,218 | 108,782 | |||
Restricted cash, end of period | 0 | 7,664 | 721 | |||
Cash, cash equivalents and restricted cash, end of period | 168,250 | 125,882 | [1] | 109,503 | [1] | |
Net increase (decrease) in cash, cash equivalents and restricted cash | $ 42,368 | $ 16,379 | [1] | $ 14,792 | [1] | |
[1] | (1) Amounts in the As Reported column include cash, cash equivalents and restricted cash as required upon the adoption of ASU 2016-18. Amounts in the As Previously Reported column reflects only cash and cash equivalents. |
Significant Accounting Polici42
Significant Accounting Policies and Accounting Developments (Details Textual) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2018operating_and_reporting_segment | Dec. 31, 2017USD ($)groupoperating_and_reporting_segment | Dec. 31, 2016USD ($) | Jun. 30, 2016USD ($) | Jun. 15, 2016USD ($) | Mar. 31, 2012 | |
Variable Interest Entity [Line Items] | ||||||
Number of equity method investees classification groups | group | 2 | |||||
Percentage of interest in joint venture, Percent | 100.00% | |||||
Ownership interest | 50.00% | |||||
Long-term debt, gross | $ | $ 593,712 | $ 650,935 | ||||
Income tax settlement position | 100.00% | |||||
Number of operating and reportable segments | operating_and_reporting_segment | 3 | |||||
Subsequent Event | ||||||
Variable Interest Entity [Line Items] | ||||||
Number of operating and reportable segments | operating_and_reporting_segment | 2 | |||||
Cerberus 3L Note | ||||||
Variable Interest Entity [Line Items] | ||||||
Long-term debt, gross | $ | $ 32,420 | $ 30,831 | $ 30,000 | $ 30,000 | ||
DynCorp International FZ - LLC (DIFZ) | ||||||
Variable Interest Entity [Line Items] | ||||||
Variable interest entity ownership percentage | 25.00% |
Significant Accounting Polici43
Significant Accounting Policies and Accounting Developments Significant Accounting Policies and Accounting Developments (Details 5) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Net cash provided by (used in) operating activities | $ 73,199 | $ 41,153 | $ 19,586 | |||
Net cash used in investing activities | (6,842) | (9,997) | (2,735) | |||
Net cash used in financing activities | (23,989) | (14,777) | (2,059) | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | 42,368 | 16,379 | [1] | 14,792 | [1] | |
Cash, cash equivalents and restricted cash, beginning of period | [1] | 125,882 | 109,503 | 94,711 | ||
Cash, cash equivalents and restricted cash, end of period | 168,250 | 125,882 | [1] | 109,503 | [1] | |
Cash and cash equivalents, beginning of period | 118,218 | 108,782 | 94,004 | |||
Cash and cash equivalents, end of period | 168,250 | 118,218 | 108,782 | |||
Scenario, Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Net cash provided by (used in) operating activities | 41,153 | 19,572 | ||||
Net cash used in investing activities | (16,940) | (2,735) | ||||
Net cash used in financing activities | (14,777) | (2,059) | ||||
Cash and cash equivalents, period increase (decrease) | [1] | 9,436 | 14,778 | |||
Cash and cash equivalents, beginning of period | [1] | $ 118,218 | 108,782 | 94,004 | ||
Cash and cash equivalents, end of period | [1] | $ 118,218 | $ 108,782 | |||
[1] | (1) Amounts in the As Reported column include cash, cash equivalents and restricted cash as required upon the adoption of ASU 2016-18. Amounts in the As Previously Reported column reflects only cash and cash equivalents. |
Composition of Certain Financ44
Composition of Certain Financial Statement Captions (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid expenses and other current assets | ||
Prepaid expenses | $ 38,423 | $ 39,895 |
Inventories | 8,240 | 18,451 |
Work-in-process inventory, net | 520 | 164 |
Joint venture receivables | 29 | 84 |
Other current assets | 5,330 | 7,100 |
Total prepaid expenses and other current assets | $ 52,542 | $ 65,694 |
Composition of Certain Financ45
Composition of Certain Financial Statement Captions (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Maximum percentage of prepaid expense on current assets | 5.00% | ||
Costs for a termination of a subcontractor agreement | $ 8,200 | ||
Accrual for property additions | 4,400 | $ 300 | |
Depreciation expense | 4,600 | 4,200 | $ 5,800 |
Investment in affiliates | 5,746 | 7,825 | |
Other liabilities | 13,100 | 12,500 | |
Deferred compensation liability, classified, noncurrent | 3,300 | 4,300 | |
Uncertain tax benefit | 3,500 | 3,300 | |
Facility | |||
Restructuring Cost and Reserve [Line Items] | |||
Long-term lease obligation | $ 2,800 | $ 3,300 |
Composition of Certain Financ46
Composition of Certain Financial Statement Captions (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property and equipment, net | ||
Aircraft | $ 3,868 | $ 2,997 |
Computers and related equipment | 7,967 | 7,161 |
Leasehold improvements | 17,614 | 20,934 |
Office furniture and fixtures | 4,184 | 5,499 |
Vehicles | 12,659 | 3,430 |
Gross property and equipment | 46,292 | 40,021 |
Less accumulated depreciation | (22,724) | (23,385) |
Total property and equipment, net | $ 23,568 | $ 16,636 |
Composition of Certain Financ47
Composition of Certain Financial Statement Captions (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other assets, net | ||
Investment in affiliates | $ 5,746 | $ 7,825 |
Palm promissory notes, long-term portion | 1,876 | 2,034 |
Other | 4,885 | 3,513 |
Total other assets, net | $ 12,507 | $ 13,372 |
Composition of Certain Financ48
Composition of Certain Financial Statement Captions (Details 3) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Wages, compensation and other benefits | $ 90,583 | $ 82,062 |
Accrued vacation | 13,625 | 12,462 |
Accrued contributions to employee benefit plans | 1,183 | 1,056 |
Total accrued payroll and employee costs | $ 105,391 | $ 95,580 |
Composition of Certain Financ49
Composition of Certain Financial Statement Captions (Details 4) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued liabilities | ||
Customer liability | $ 23,486 | $ 20,762 |
Accrued insurance | 23,793 | 26,201 |
Accrued interest | 23,194 | 25,807 |
Contract losses | 2,660 | 10,912 |
Legal reserves | 9,233 | 4,597 |
Subcontractor retention | 0 | 250 |
Other | 16,318 | 15,549 |
Total accrued liabilities | $ 98,684 | $ 104,078 |
Goodwill, Other Intangible As50
Goodwill, Other Intangible Assets, and Long-Lived Assets (Details Textual) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2018operating_and_reporting_segment | Dec. 31, 2017USD ($)operating_and_reporting_segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Subsidiary or Equity Method Investee [Line Items] | ||||
Number of operating and reportable segments | operating_and_reporting_segment | 3 | |||
Goodwill | $ 42,093 | $ 42,093 | ||
Accumulated goodwill impairment | 700,400 | 700,400 | ||
Amortization expense | 29,600 | 31,800 | $ 31,400 | |
Capitalized software net value | 3,200 | 3,700 | ||
Subsequent Event | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Number of operating and reportable segments | operating_and_reporting_segment | 2 | |||
DynLogistics | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Goodwill | 42,100 | 42,100 | ||
Accumulated goodwill impairment | 197,900 | 197,900 | ||
AELS | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Accumulated goodwill impairment | 149,000 | 149,000 | ||
AOLC | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Accumulated goodwill impairment | 293,400 | 293,400 | ||
GLS | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Accumulated goodwill impairment | $ 60,100 | $ 60,100 |
Goodwill, Other Intangible As51
Goodwill, Other Intangible Assets, and Long-Lived Assets (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Information about changes relating to certain intangible assets | |||
Gross carrying value, finite-lived intangible assets | $ 244,681 | [1] | $ 266,853 |
Accumulated amortization, finite | (189,379) | (182,784) | |
Net, finite-lived intangible assets | $ 55,302 | $ 84,069 | |
Customer-related intangible assets | |||
Information about changes relating to certain intangible assets | |||
Weighted Average Useful Life (Years) | 2 years 3 months 12 days | 3 years | |
Gross carrying value, finite-lived intangible assets | $ 229,860 | [1] | $ 252,615 |
Accumulated amortization, finite | (177,738) | (172,242) | |
Net, finite-lived intangible assets | $ 52,122 | $ 80,373 | |
Other | |||
Information about changes relating to certain intangible assets | |||
Weighted Average Useful Life (Years) | 2 years 7 months 12 days | 1 year | |
Gross carrying value, finite-lived intangible assets | $ 14,821 | [1] | $ 14,238 |
Accumulated amortization, finite | (11,641) | (10,542) | |
Net, finite-lived intangible assets | 3,180 | 3,696 | |
Tradenames | |||
Information about changes relating to certain intangible assets | |||
Gross carrying value, finite-lived intangible assets | 869 | ||
Accumulated amortization, finite | 0 | (869) | |
Net, finite-lived intangible assets | 0 | ||
Indefinite-lived intangible assets | 28,536 | [1] | 28,536 |
Total intangible assets, gross | 28,536 | [1] | 29,405 |
Total intangible assets, net | $ 28,536 | $ 28,536 | |
[1] | Certain fully amortized intangible balances were eliminated during calendar year 2017. |
Goodwill, Other Intangible As52
Goodwill, Other Intangible Assets, and Long-Lived Assets (Details 2) $ in Thousands | Dec. 31, 2017USD ($) | [1] |
Future amortization based upon the finite-lived intangible assets owned and the finite-lived tradenames | ||
Estimate for calendar year 2018 | $ 22,024 | |
Estimate for calendar year 2019 | 21,798 | |
Estimate for calendar year 2020 | 11,389 | |
Estimate for calendar year 2021 | 91 | |
Estimate for calendar year 2022 | 0 | |
Thereafter | $ 0 | |
[1] | The future amortization is inclusive of the finite lived intangible-assets. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Domestic and foreign components of Income (loss) before income taxes | |||
Domestic | $ 30,810 | $ (45,100) | $ (143,446) |
Foreign | 2,713 | 2,245 | 3,981 |
Income (loss) before income taxes | $ 33,523 | $ (42,855) | $ (139,465) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current portion: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | (870) | (775) | (550) |
Foreign | (16,214) | (8,424) | (7,391) |
Total income tax of current portion | (17,084) | (9,199) | (7,941) |
Deferred portion: | |||
Federal | 15,063 | 163 | 16,024 |
State | 292 | 37 | 388 |
Foreign | 7 | (1,139) | 201 |
Total Income tax of Deferred portion | 15,362 | (939) | 16,613 |
(Provision) benefit for income taxes | $ (1,722) | $ (10,138) | $ 8,672 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets related to: | ||
Workers' compensation accrual | $ 2,276 | $ 5,007 |
Accrued vacation | 2,447 | 3,780 |
Completion bonus allowance | 3,933 | 6,260 |
Accrued severance | 109 | 354 |
Accrued executive incentives | 5,475 | 8,396 |
Legal reserve | 2,075 | 1,645 |
Allowance for doubtful accounts | 3,223 | 8,366 |
Accrued health costs | 2,398 | 3,414 |
Contract loss reserve | 3,055 | 5,083 |
Other accrued liabilities and reserves | 6,041 | 6,619 |
Partnership / joint venture basis differences | 1,994 | 3,629 |
Foreign tax credit carryforward | 45,426 | 30,495 |
Net operating loss carryforward | 6,387 | 4,222 |
Other carryforwards | 2,156 | 1,393 |
Uncertain tax positions | 751 | 943 |
Goodwill and other intangible assets | 14,451 | 52,477 |
Valuation allowance | (66,618) | (88,806) |
Total deferred tax assets | 35,579 | 53,277 |
Deferred tax liabilities related to: | ||
Prepaid insurance | (4,846) | (6,865) |
Indefinite lived intangibles | 0 | (15,473) |
Unbilled receivables | (30,364) | (45,764) |
Total deferred tax liabilities | (35,210) | (68,102) |
Total deferred tax assets, net | $ 369 | |
Total deferred tax (liabilities), net | $ (14,825) |
Income Taxes (Details 3)
Income Taxes (Details 3) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Income Tax Disclosure [Abstract] | ||||
Statutory rate | 35.00% | 35.00% | 35.00% | |
State income tax, less effect of federal deduction | 1.70% | (1.70%) | (0.10%) | |
Noncontrolling interests | (1.30%) | 0.90% | 0.50% | |
Goodwill impairment | [1] | (0.00%) | (0.00%) | (11.60%) |
Nondeductible meals and entertainment | 2.40% | (2.20%) | (0.70%) | |
Nondeductible expenses | 2.90% | (2.70%) | (0.20%) | |
Impact of Tax Act | 30.70% | 0.00% | 0.00% | |
Valuation allowance | (68.10%) | (52.90%) | (16.70%) | |
Other | 1.80% | (0.10%) | 0.00% | |
Effective tax rate | 5.10% | (23.70%) | 6.20% | |
[1] | Includes non-cash impairment charges to goodwill for the year ended December 31, 2015. |
Income Taxes (Details 4)
Income Taxes (Details 4) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of the beginning and ending amount of unrecognized tax benefits | ||
Unrecognized income tax benefits, beginning balance | $ 2,634 | $ 2,634 |
Additions for tax positions related to prior years | 158 | 0 |
Reductions for tax positions of prior years | 0 | 0 |
Settlements | 0 | 0 |
Remeasurements | 0 | 0 |
Net releases | 0 | 0 |
Lapse of statute of limitations | 0 | 0 |
Unrecognized income tax benefits, ending balance | $ 2,792 | $ 2,634 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | |||
Non-current deferred tax assets | $ 369,000 | $ 0 | |
Non-current deferred tax liabilities | 0 | 14,825,000 | |
Tax Act, deferred tax assets, net reduced by | 10,300,000 | ||
Tax Act, release of valuation allowance | 15,500,000 | ||
Tax Act, adjustment of total provision for income taxes | 15,500,000 | ||
Income taxes paid, net | 7,918,000 | 7,810,000 | $ 2,718,000 |
Unrecognized tax benefit | 2,792,000 | 2,634,000 | $ 2,634,000 |
Unrecognized tax benefits if recognized, affect effective tax rate | 2,700,000 | 2,300,000 | |
Interest on income taxes accrued | 0 | 0 | |
Expected unrecognized tax benefit, inclusive of penalties, to be settled within 12 months | 0 | 0 | |
Expected unrecognized tax benefit, inclusive of penalties | 3,500,000 | 3,300,000 | |
Reserve related to uncertain tax positions, deferred tax accounts | 751,000 | 943,000 | |
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating losses | 20,500,000 | 9,100,000 | |
Income taxes paid, net | 0 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating losses | 141,000,000 | 131,000,000 | |
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carry forwards | $ 45,400,000 | $ 30,500,000 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 352,550 | $ 300,255 |
Billed | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 160,770 | 93,409 |
Unbilled | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 191,780 | $ 206,846 |
Accounts Receivable (Details Te
Accounts Receivable (Details Textual) $ in Millions | Dec. 31, 2017USD ($)contract_claim | Dec. 31, 2016USD ($)contract_claim |
Receivables [Abstract] | ||
Unbilled receivables | $ 12 | $ 26.7 |
Number of contract claims | contract_claim | 1 | 3 |
Unbilled receivables, contract claims, current, net of reserves | $ 2.7 | $ 2.4 |
Allowance for doubtful accounts receivable | $ 10.1 | $ 17.2 |
Retirement Plans (Details Textu
Retirement Plans (Details Textual) | 12 Months Ended | |||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)installmentagreementemployee | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Defined contribution plan, number of installments | installment | 3 | |||
Employer matching contribution, annual vesting percentage | 33.30% | |||
Requisite service period | 3 years | |||
Savings plan expense | $ 9,500,000 | $ 8,800,000 | $ 9,200,000 | |
Multiemployer plans, plan contributions | $ 0 | $ 0 | $ 0 | |
Number of employees | employee | 13,100 | |||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | |
Number of collective-bargaining agreements | agreement | 44 | |||
Number of collective bargaining agreements which require contribution to IAMNPF | agreement | 14 | |||
Maximum funding status percentage for red zone | 65.00% | |||
Minimum funding status percentage for yellow zone | 65.00% | |||
Maximum funding status percentage for yellow zone | 80.00% | |||
Minimum funding status percentage for green zone | 80.00% | |||
Scenario, Forecast | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Collective-bargaining agreements contribution | $ 9,500,000 | |||
Contributions to the IAMNPF | 49.00% | |||
Workforce Subject to Collective Bargaining Arrangements Expiring within One Year | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Concentration risk, percentage | 7.50% | |||
Unionized Employees Concentration Risk | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Number of employees | employee | 3,900 | |||
Concentration risk, percentage | 29.80% | |||
Management | Nonqualified Unfunded Deferred Compensation Plan | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Deferral amount limitation of salary, percentage | 100.00% | 100.00% | ||
Deferral amount limitation of bonuses, percentage | 100.00% | 100.00% | ||
Vested percentage of participants at all times | 100.00% | 100.00% | ||
Requisite separation period for distribution of funds | 6 months | |||
Annual installment payments, option one, term | 5 years | |||
Annual installment payments, option two, term | 10 years | |||
Maximum | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Contributions by participants under the plan | 50.00% | |||
Employer discretionary contribution amount | $ 18,000 | |||
Company matching contributions, Maximum | 100.00% | |||
Employee matching contributions, Minimum | 4.00% | |||
Employer discretionary contribution amount for second base of employee salary | $ 10,800 | |||
Maximum | Age 50 or older | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Employer discretionary contribution amount | $ 6,000 | |||
Minimum | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Contributions by participants under the plan | 1.00% | |||
Employee matching contributions, Maximum | 2.00% | |||
Company matching contributions, Minimum | 50.00% |
Retirement Plans (Details)
Retirement Plans (Details) - Pension Fund - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of pension fund | |||
PPA Zone Status | Green | Green | Green |
FIR/RP Status Pending / Implemented | No | ||
Total Contributions of DynCorp International | $ 8,337 | $ 9,534 | $ 9,341 |
Surcharge Imposed | No | ||
Expiration Date of CBA | 4/15/2018 through 9/30/2021 |
Debt (Details)
Debt (Details) - USD ($) | Mar. 21, 2018 | Apr. 05, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Jun. 30, 2016 | Jun. 15, 2016 | Jul. 07, 2010 | |
Long-Term Debt | ||||||||
Carrying Amount | $ 650,935,000 | $ 593,712,000 | ||||||
Less current portion of long-term debt, net | (64,433,000) | (54,943,000) | [1] | |||||
Total long-term debt, net | 586,502,000 | 538,769,000 | ||||||
Original Issue Discount on Term Loan | (12,570,000) | (8,996,000) | ||||||
Original Issue Discount on Term Loan, current portion of long-term debt | 1,364,000 | 1,110,000 | [1] | |||||
Original Issue Discount on Term Loan, long term-debt | (11,206,000) | (7,886,000) | ||||||
Deferred Financing Costs, Net | (5,909,000) | (4,025,000) | ||||||
Deferred Financing Costs, Net, current portion | 226,000 | 181,000 | [1] | |||||
Deferred Financing Costs, Net, long term-debt | (5,683,000) | (3,844,000) | ||||||
Fair Value | 632,456,000 | 580,691,000 | ||||||
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net, current portion | (62,843,000) | (53,652,000) | [1] | |||||
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net, long-term debt | $ 569,613,000 | $ 527,039,000 | ||||||
11.875% senior secured second lien notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of senior unsecured notes | 11.875% | 11.875% | ||||||
Long-Term Debt | ||||||||
Carrying Amount | $ 373,385,000 | $ 379,006,000 | ||||||
Deferred Financing Costs, Net | (1,581,000) | (1,177,000) | ||||||
Fair Value | 371,804,000 | 377,829,000 | ||||||
Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Excess cash payment | 4,600,000 | |||||||
Long-Term Debt | ||||||||
Carrying Amount | 207,400,000 | 182,286,000 | ||||||
Original Issue Discount on Term Loan | (12,570,000) | (8,996,000) | ||||||
Deferred Financing Costs, Net | (4,248,000) | (2,776,000) | ||||||
Fair Value | 190,582,000 | 170,514,000 | ||||||
Cerberus 3L Note | ||||||||
Long-Term Debt | ||||||||
Carrying Amount | 30,831,000 | 32,420,000 | $ 30,000,000 | $ 30,000,000 | ||||
Original Issue Discount on Term Loan | 0 | 0 | ||||||
Deferred Financing Costs, Net | (80,000) | (72,000) | ||||||
Fair Value | $ 30,751,000 | $ 32,348,000 | ||||||
10.375% senior unsecured notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of senior unsecured notes | 10.375% | 10.375% | 10.375% | 10.375% | ||||
Long-Term Debt | ||||||||
Carrying Amount | $ 39,319,000 | |||||||
Deferred Financing Costs, Net | 0 | |||||||
Fair Value | $ 39,319,000 | $ 39,300,000 | ||||||
Revolving Credit Facility | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Excess cash payment | $ 25,114,000 | |||||||
Revolving Credit Facility | Line of Credit | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Excess cash payment | $ 54,900,000 | |||||||
[1] | The carrying amount of the current portion of long-term debt as of December 31, 2017 includes our Excess Cash Flow Payment of $54.9 million, which was paid on March 21, 2018 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | Mar. 21, 2018 | Apr. 21, 2017 | Apr. 05, 2017 | Apr. 04, 2017 | Jun. 15, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | Dec. 31, 2014 | Jul. 07, 2010 |
Debt Instrument [Line Items] | |||||||||||
Amortization of debt issuance costs | $ 1,900,000 | $ 4,000,000 | $ 6,500,000 | ||||||||
Long-term debt, gross | 593,712,000 | 650,935,000 | |||||||||
Debt instrument, other loans to revolver commitment, percent maximum | 50.00% | ||||||||||
Cash and cash equivalents | 168,250,000 | 118,218,000 | 108,782,000 | $ 94,004,000 | |||||||
Additional available borrowing capacity | 65,500,000 | 48,000,000 | |||||||||
Capital contribution | $ 40,600,000 | 40,999,000 | 550,000 | 1,000,000 | |||||||
Repayments of senior debt | 39,319,000 | 45,000,000 | $ 0 | ||||||||
Long-term debt, fair value | $ 580,691,000 | $ 632,456,000 | |||||||||
Failure to Repay Debt, Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Indenture default limit | $ 12,500,000 | ||||||||||
Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Minimum spread over other variable rates | 1.00% | ||||||||||
Floor variable base rate | 2.75% | ||||||||||
London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Floor for euro currency rate | 1.75% | ||||||||||
Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt less unrestricted cash and cash equivalents | $ 75,000,000 | ||||||||||
Revolving Credit Facility, Class B | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing | $ 85,800,000 | ||||||||||
Revolving Credit Facility, Class B | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable interest rates for letter of credit sub-facility | 5.50% | 5.75% | |||||||||
Revolving Credit Facility, Class B | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Cash and cash equivalents | $ 60,000,000 | ||||||||||
Revolving Credit Facility, Class B | Maximum | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable margin for term loan | 5.00% | ||||||||||
Revolving Credit Facility, Class B | Maximum | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable margin for term loan | 6.00% | ||||||||||
Revolver rate | 0.75% | ||||||||||
Revolving Credit Facility, Class B | Minimum | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable margin for term loan | 4.50% | ||||||||||
Revolving Credit Facility, Class B | Minimum | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable margin for term loan | 5.50% | ||||||||||
Revolver rate | 0.50% | ||||||||||
Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | $ 0 | $ 0 | |||||||||
Minimum liquidity requirement, amount first year | 60,000,000 | ||||||||||
Minimum liquidity requirement, amount thereafter | 50,000,000 | ||||||||||
Letter of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Additional available borrowing capacity | $ 20,300,000 | $ 37,800,000 | |||||||||
Line of credit fronting fee rate | 0.25% | ||||||||||
Revolver rate | 0.50% | 0.50% | |||||||||
Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Excess cash payment | $ 25,100,000 | ||||||||||
Cerberus 3L Note | Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Paid-in-kind interest | $ 1,600,000 | $ 800,000 | |||||||||
Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amortization of debt discount (premium) | 3,600,000 | 1,900,000 | |||||||||
Excess cash payment | 4,600,000 | ||||||||||
Write off of deferred debt issuance cost | 300,000 | ||||||||||
Long-term debt, gross | $ 182,286,000 | $ 207,400,000 | |||||||||
Percentage of actual interest rate under the Term Loan | 7.75% | 7.75% | |||||||||
Repayments of principal, remainder of fiscal year | $ 22,500,000 | ||||||||||
Repayments of principal in next twelve months | 22,500,000 | ||||||||||
Long-term debt, fair value | $ 170,514,000 | $ 190,582,000 | |||||||||
Term Loan | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable margin for term loan | 5.00% | ||||||||||
Term Loan | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable margin for term loan | 6.00% | ||||||||||
10.375% senior unsecured notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | $ 39,319,000 | ||||||||||
Excess cash flow required to be used towards principal repayment, percent | 100.00% | ||||||||||
Net cash proceeds of non-ordinary course asset sales, casualty and condemnation events except eligible reinvestments, required to be used towards principal repayment, percent | 100.00% | ||||||||||
Percentage of senior unsecured notes | 10.375% | 10.375% | 10.375% | 10.375% | |||||||
Debt amount | $ 415,700,000 | $ 455,000,000 | |||||||||
Repayments of senior debt | 45,000,000 | ||||||||||
Covenant, total amount of other debt that should not be paid after final maturity or acceleration of indebtedness | 10,000,000 | ||||||||||
Long-term debt, fair value | 39,300,000 | $ 39,319,000 | |||||||||
Cerberus 3L Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | $ 30,000,000 | $ 32,420,000 | 30,831,000 | $ 30,000,000 | |||||||
Stated percentage, payable in-kind | 5.00% | ||||||||||
Long-term debt, fair value | 32,348,000 | 30,751,000 | |||||||||
Covenant, decrease in covenant restrictiveness | 25.00% | ||||||||||
Cerberus 3L Note | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, incremental borrowing capacity | $ 15,000,000 | ||||||||||
Line of Credit | Revolving Credit Facility, Class B | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, conditional period | 2 years | ||||||||||
Line of Credit | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Excess cash payment | $ 25,114,000 | ||||||||||
Reinvestment or commitment of eligible reinvestments, period | 6 months | ||||||||||
Reinvestment, period | 12 months | ||||||||||
Line of Credit | Revolving Credit Facility | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Excess cash payment | $ 54,900,000 | ||||||||||
Line of Credit | Revolving Credit Facility | Federal Funds Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Applicable margin for term loan | 0.50% | ||||||||||
Senior Notes | Senior Secured Second Lien Notes Due Two Thousand and Twenty | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, gross | $ 370,600,000 | ||||||||||
Senior Notes | Senior Unsecured New Notes Due May 2020 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Paid-in-kind interest | $ 5,600,000 | 2,800,000 | |||||||||
Paid-in-kind interest, accrual | $ 2,800,000 | $ 2,800,000 | |||||||||
Senior Secured Second Lien Notes Due Two Thousand and Twenty | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of senior unsecured notes | 11.875% | ||||||||||
Stated percentage, payable in-kind | 1.50% | ||||||||||
Senior Unsecured New Notes Due May 2020 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price requested by holders upon debt covenant noncompliance percentage | 100.00% | ||||||||||
Redemption price requested by holders, under certain conditions, percentage | 101.00% | ||||||||||
Minimum notice period for redemption | 30 days | ||||||||||
Maximum notice period for redemption | 60 days |
Debt (Details 1)
Debt (Details 1) - Revolving Credit Facility | 12 Months Ended |
Dec. 31, 2017 | |
Debt Instrument [Line Items] | |
Maximum total leverage ratio, period one | 5.75 |
Maximum total leverage ratio, period two | 5.75 |
Maximum total leverage ratio, period three | 5.50 |
Maximum total leverage ratio, period four | 5.40 |
Maximum total leverage ratio, period five | 4.75 |
Debt (Details 2)
Debt (Details 2) | 12 Months Ended |
Dec. 31, 2017 | |
Senior Unsecured New Notes Due May 2020 | July 1, 2017 through June 30, 2018 | |
Debt Instrument [Line Items] | |
Redemption price, percentage of principal | 106.00% |
Senior Unsecured New Notes Due May 2020 | July 1, 2018 through June 30, 2019 | |
Debt Instrument [Line Items] | |
Redemption price, percentage of principal | 103.00% |
Senior Unsecured New Notes Due May 2020 | July 1, 2019 and thereafter | |
Debt Instrument [Line Items] | |
Redemption price, percentage of principal | 100.00% |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Interest coverage ratio, period one | 1.40 |
Interest coverage ratio, period two | 1.50 |
Interest coverage ratio, period three | 1.60 |
Interest coverage ratio, period four | 1.70 |
Commitments and Contingencies67
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2017USD ($) | |
Summary of Minimum fixed rentals non-cancelable under operating leases | ||
2,018 | $ 28,314 | [1] |
2,019 | 6,485 | |
2,020 | 5,397 | |
2,021 | 3,589 | |
2,022 | 2,970 | |
Thereafter | 5,856 | |
Total | 52,611 | |
Real Estate | ||
Summary of Minimum fixed rentals non-cancelable under operating leases | ||
2,018 | 20,776 | [1] |
2,019 | 6,047 | |
2,020 | 4,959 | |
2,021 | 3,553 | |
2,022 | 2,970 | |
Thereafter | 5,856 | |
Total | 44,161 | |
Equipment | ||
Summary of Minimum fixed rentals non-cancelable under operating leases | ||
2,018 | 7,538 | [1] |
2,019 | 438 | |
2,020 | 438 | |
2,021 | 36 | |
2,022 | 0 | |
Thereafter | 0 | |
Total | $ 8,450 | |
[1] | The minimum lease table above excludes agreements of one year or less in duration. These leases are accounted for in our rent expense, however, because of the short tenure of the lease, these are not reflected in the table above. |
Commitments and Contingencies68
Commitments and Contingencies (Details Textual) | Apr. 20, 2017plaintiff | Apr. 03, 2017plaintiff | Jan. 22, 2014USD ($) | Jan. 12, 2010plaintiff | Mar. 26, 2008plaintiff | Sep. 11, 2001plaintiff | Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Apr. 24, 2007lawsuit | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | May 31, 2014USD ($) |
Loss Contingencies [Line Items] | |||||||||||||
Lease notice of cancellation, period | 1 month | ||||||||||||
Lease rental expense | $ 68,600,000 | $ 40,700,000 | $ 49,600,000 | ||||||||||
Other accrued liabilities | 9,233,000 | 4,597,000 | |||||||||||
Liability for unpaid claims and claims adjustment expense, incurred but not reported claims, amount | 7,700,000 | $ 9,300,000 | |||||||||||
Fixed amount of stop loss coverage on policies | 1,000,000 | ||||||||||||
Fixed amount of stop loss coverage on medical costs | 400,000 | ||||||||||||
California Policy | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Fixed amount of stop loss coverage on policies | 250,000 | ||||||||||||
Foreign | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Refund adjustment from settlement with taxing authority | $ 54,000,000 | ||||||||||||
LOGCAP IV | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Costs and expenses, audit costs settled | $ 800,000 | ||||||||||||
Regulatory Assessment, Income Tax, Penalties and Other Matters | Foreign | Afghanistan | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Contract limits to damages maximum amount | $ 64,200,000 | ||||||||||||
Other Matters | Foreign | Afghanistan | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Contract limits to damages maximum amount | $ 10,200,000 | ||||||||||||
Residents of Ecuador Versus Former Affiliates | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of individual plaintiffs | plaintiff | 26 | ||||||||||||
Loss contingency, claims dismissed, number | plaintiff | 15 | ||||||||||||
Pending Litigation | Collectibility of Receivables | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Contract limits to damages maximum amount | $ 41,000,000 | ||||||||||||
Pending Litigation | Northrop Grumman Technical Services, Inc. | Performance Guarantee | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Contract limits to damages maximum amount | $ 5,000,000 | ||||||||||||
Pending Litigation | Consolidated Ecuadorean Cases | DynCorp International Inc. | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of lawsuits filed | lawsuit | 4 | ||||||||||||
Number of individual plaintiffs | plaintiff | 3,266 | ||||||||||||
Pending Litigation | First Amended Consolidated Complaint | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of individual plaintiffs | plaintiff | 6 | ||||||||||||
Pending Litigation | Cases on Behalf of Provinces of Esmeraldas, Sucumbios, Carchi (Ecuador) | DynCorp International Inc. | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of lawsuits filed | lawsuit | 3 | ||||||||||||
Pending Litigation | Cases on Behalf of Residents of the Sucumbios Province in Ecuador | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of individual plaintiffs | plaintiff | 6 | ||||||||||||
Dismissed Cases | Consolidated Ecuadorean Cases | DynCorp International Inc. | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss contingency, claims dismissed, number | plaintiff | 1,256 | ||||||||||||
Dismissed Cases | First Amended Consolidated Complaint | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of individual plaintiffs | plaintiff | 6 | ||||||||||||
Dismissed Cases | Cases on Behalf of Residents of the Sucumbios Province in Ecuador | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of individual plaintiffs | plaintiff | 6 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Apr. 21, 2017 | Dec. 17, 2013 | Dec. 31, 2010 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 01, 2010 |
Schedule of Equity Method Investments [Line Items] | |||||||
Shares granted | 62,500 | 20,000 | |||||
Common stock, shares issued | 100 | 100 | 100 | ||||
Common stock, shares outstanding | 100 | 100 | |||||
Capital contribution | $ 550,900 | ||||||
Capital contribution | $ 40,600 | $ 40,999 | $ 550 | $ 1,000 | |||
Common stock, shares authorized | 1,000 | 1,000 | |||||
Payment of bonus to chief executive officer to cancel vested options | $ 1,600 | ||||||
Cancellation of vested options by chief executive officer for bonus payment | 10,650 | 0 | |||||
Expected yield | 0.00% | 0.00% | |||||
Total compensation cost expensed | $ 1,800 | $ 100 | |||||
Restrictive covenant agreement, period to reach agreement | 14 days | ||||||
Class B Interests | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Total grant date fair value | $ 100 | $ 100 | |||||
Chief Executive Officer | Class B Interests | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Cancellation of vested options by chief executive officer for bonus payment | 10,000 | ||||||
Common Class B | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Common stock, shares authorized | 100,000 | ||||||
Expected life | 4 years | ||||||
Recognition period | 1 month 12 days | ||||||
Total compensation cost expensed | $ 100 | ||||||
Class B Interests | Chief Executive Officer | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Common stock, shares authorized | 20,000 | ||||||
Grants in period, weighted average grant date fair value (in USD per share) | $ 3.81 | $ 1.95 | |||||
Expected volatility | 56.10% | 61.50% | |||||
Risk-free interest rate | 1.50% | 0.70% | |||||
Recognition period | 3 years 2 months 12 days | 3 years 2 months 12 days | |||||
Forfeiture rate | 9.50% | 9.50% | |||||
Class B Interests | Chief Executive Officer | Tranche One | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Award vesting rights, percentage | 25.00% | ||||||
Class B Interests | Chief Executive Officer | Tranche Two | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Award vesting rights, percentage | 25.00% | ||||||
Class B Interests | Chief Executive Officer | Tranche Three | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Award vesting rights, percentage | 25.00% | ||||||
Class B Interests | Chief Executive Officer | Tranche Four | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Award vesting rights, percentage | 25.00% | ||||||
Class B Interests | Management | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Common stock, shares authorized | 62,500 | ||||||
Class B Interests | Management | Tranche One | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Award vesting rights, percentage | 50.00% | ||||||
Class B Interests | Management | Tranche Two | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Award vesting rights, percentage | 50.00% |
Equity (Details)
Equity (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 25,766 | 5,766 |
Granted (in shares) | 62,500 | 20,000 |
Exercised (in shares) | 0 | 0 |
Forfeited or expired (in shares) | (10,650) | 0 |
Repurchased (in shares) | (10,000) | |
Outstanding at end of period (in shares) | 67,616 | 25,766 |
Equity (Details 1)
Equity (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares | ||
Non-vested shares at beginning of period (in shares) | 15,067 | 206 |
Granted (in shares) | 62,500 | 20,000 |
Vested (in shares) | (36,317) | (5,139) |
Forfeited (in shares) | (10,000) | 0 |
Non-vested shares at end of period (in shares) | 31,250 | 15,067 |
Fair Value of Financial Asset72
Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 15, 2016 | Jul. 07, 2010 |
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% | 10.375% |
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% | ||
Carrying Amount | Fair Value, Measurements, Recurring | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term debt, fair value disclosure | $ 593,712 | $ 650,935 | ||
Long-term debt, fair value disclosure, current | (54,943) | (64,433) | ||
Long-term debt, fair value disclosure, excluding current maturities | 538,769 | 586,502 | ||
Carrying Amount | Fair Value, Measurements, Recurring | 10.375% senior unsecured notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term debt, fair value disclosure | 0 | 39,319 | ||
Carrying Amount | Fair Value, Measurements, Recurring | 11.875% senior secured second lien notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term debt, fair value disclosure | 379,006 | 373,385 | ||
Carrying Amount | Fair Value, Measurements, Recurring | Term loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term debt, fair value disclosure | 182,286 | 207,400 | ||
Carrying Amount | Fair Value, Measurements, Recurring | Cerberus 3L notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term debt, fair value disclosure | 32,420 | 30,831 | ||
Fair Value | Fair Value, Measurements, Recurring | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term debt, fair value disclosure | 613,826 | 590,179 | ||
Long-term debt, fair value disclosure, current | (54,943) | (61,367) | ||
Long-term debt, fair value disclosure, excluding current maturities | 558,883 | 528,812 | ||
Fair Value | Fair Value, Measurements, Recurring | 10.375% senior unsecured notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term debt, fair value disclosure | 0 | 37,132 | ||
Fair Value | Fair Value, Measurements, Recurring | 11.875% senior secured second lien notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term debt, fair value disclosure | 401,273 | 343,282 | ||
Fair Value | Fair Value, Measurements, Recurring | Term loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term debt, fair value disclosure | 182,286 | 200,141 | ||
Fair Value | Fair Value, Measurements, Recurring | Cerberus 3L notes | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term debt, fair value disclosure | $ 30,267 | $ 9,624 |
Fair Value of Financial Asset73
Fair Value of Financial Assets and Liabilities (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | ||
Fair value inputs, discount rate | 5.90% | 17.90% |
Asset impairment charges | $ 1.8 |
Segment and Geographic Inform74
Segment and Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Summary of the financial information of the reportable segments reconciled | ||||
Revenue | $ 2,004,436 | $ 1,836,154 | $ 1,923,177 | |
Operating income (loss) | 103,495 | 24,687 | (74,719) | |
Depreciation and amortization | [1] | 34,191 | 35,954 | 37,254 |
Operating Segments | AELS | ||||
Summary of the financial information of the reportable segments reconciled | ||||
Revenue | 605,575 | 585,200 | 545,909 | |
Operating income (loss) | 26,553 | (19,213) | (97,400) | |
Depreciation and amortization | 1,481 | 675 | 1,400 | |
Operating Segments | AOLC | ||||
Summary of the financial information of the reportable segments reconciled | ||||
Revenue | 603,223 | 617,282 | 730,153 | |
Operating income (loss) | 64,073 | 49,334 | 28,160 | |
Depreciation and amortization | 185 | 541 | 1,073 | |
Operating Segments | DynLogistics | ||||
Summary of the financial information of the reportable segments reconciled | ||||
Revenue | 796,151 | 633,646 | 647,142 | |
Operating income (loss) | 67,441 | 70,402 | 42,496 | |
Depreciation and amortization | 909 | 388 | 250 | |
Headquarters / Other | ||||
Summary of the financial information of the reportable segments reconciled | ||||
Revenue | [2] | (513) | 26 | (27) |
Operating income (loss) | [3] | (54,572) | (75,836) | (47,975) |
Depreciation and amortization | $ 31,616 | $ 34,350 | $ 34,531 | |
[1] | Includes amounts in Cost of services of $1.9 million, $1.1 million and $2.3 million for the years ended December 31, 2017, December 31, 2016 and December 31, 2015, respectively. | |||
[2] | Headquarters revenue primarily represents revenue earned on shared services arrangements for general and administrative services provided to unconsolidated joint ventures and elimination of intercompany items between segments. | |||
[3] | Headquarters operating expenses primarily relates to amortization of intangible assets and other costs that are not allocated to segments and are not billable to our U.S. government customers, Global Advisory Group costs and costs associated with the Refinancing Transactions, partially offset by equity method investee income. |
Segment and Geographic Inform75
Segment and Geographic Information (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
ASSETS | ||||
Assets | $ 735,717 | $ 676,537 | $ 784,689 | |
Operating Segments | AELS | ||||
ASSETS | ||||
Assets | 126,372 | 140,320 | 158,784 | |
Operating Segments | AOLC | ||||
ASSETS | ||||
Assets | 117,859 | 133,096 | 192,843 | |
Operating Segments | DynLogistics | ||||
ASSETS | ||||
Assets | 243,281 | 168,085 | 173,036 | |
Headquarters / Other | ||||
ASSETS | ||||
Assets | [1] | $ 248,205 | $ 235,036 | $ 260,026 |
[1] | Assets primarily include cash, investments in unconsolidated subsidiaries, and intangible assets (excluding goodwill). |
Segment and Geographic Inform76
Segment and Geographic Information (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of Revenue by geography | |||
Total Revenue | $ 2,004,436 | $ 1,836,154 | $ 1,923,177 |
Revenue, percentage | 100.00% | 100.00% | 100.00% |
United States | |||
Summary of Revenue by geography | |||
Total Revenue | $ 769,498 | $ 658,137 | $ 658,639 |
Revenue, percentage | 38.00% | 36.00% | 34.00% |
Afghanistan | |||
Summary of Revenue by geography | |||
Total Revenue | $ 653,070 | $ 597,916 | $ 648,058 |
Revenue, percentage | 33.00% | 33.00% | 34.00% |
Middle East | |||
Summary of Revenue by geography | |||
Total Revenue | $ 402,700 | $ 440,417 | $ 407,521 |
Revenue, percentage | 20.00% | 24.00% | 21.00% |
Other Americas | |||
Summary of Revenue by geography | |||
Total Revenue | $ 92,083 | $ 50,371 | $ 76,746 |
Revenue, percentage | 5.00% | 3.00% | 4.00% |
Europe | |||
Summary of Revenue by geography | |||
Total Revenue | $ 45,430 | $ 35,511 | $ 70,456 |
Revenue, percentage | 2.00% | 2.00% | 4.00% |
Asia-Pacific | |||
Summary of Revenue by geography | |||
Total Revenue | $ 24,072 | $ 24,300 | $ 29,362 |
Revenue, percentage | 1.00% | 1.00% | 1.00% |
Other | |||
Summary of Revenue by geography | |||
Total Revenue | $ 17,583 | $ 29,502 | $ 32,395 |
Revenue, percentage | 1.00% | 1.00% | 2.00% |
Segment and Geographic Inform77
Segment and Geographic Information (Details Textual) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017USD ($)operating_and_reporting_segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating and reportable segments | operating_and_reporting_segment | 3 | ||
Cost of services | $ | $ 1.9 | $ 1.1 | $ 2.3 |
Revenue, percentage | 100.00% | 100.00% | 100.00% |
Customer Concentration Risk | Sales Revenue, Net | |||
Segment Reporting Information [Line Items] | |||
Revenue, percentage | 96.00% | 95.00% | 93.00% |
Customer Concentration Risk | Accounts Receivable | |||
Segment Reporting Information [Line Items] | |||
Accounts receivable, percentage | 94.00% | 89.00% |
Related Parties, Joint Ventur78
Related Parties, Joint Ventures and Variable Interest Entities (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Partnership for Temporary Housing LLC (PaTH) | |
Variable Interest Entity ownership percentages | |
Variable interest entity ownership percentage | 30.00% |
Global Linguist Solutions LLC (GLS) | |
Variable Interest Entity ownership percentages | |
Variable interest entity ownership percentage | 51.00% |
DynCorp International FZ - LLC (DIFZ) | |
Variable Interest Entity ownership percentages | |
Variable interest entity ownership percentage | 25.00% |
Related Parties, Joint Ventur79
Related Parties, Joint Ventures and Variable Interest Entities (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Variable Interest Entity [Line Items] | |||
Assets | $ 735,717 | $ 676,537 | $ 784,689 |
Liabilities | 925,644 | 938,474 | |
Revenue | 2,004,436 | 1,836,154 | 1,923,177 |
Equity Method Investee | |||
Variable Interest Entity [Line Items] | |||
Current assets | 28,200 | 27,700 | |
Total assets | 28,200 | 29,300 | |
Current liabilities | 11,600 | 10,100 | |
Total liabilities | 11,600 | 10,100 | |
Revenue | 60,700 | 59,600 | 101,800 |
Gross (loss) profit | (100) | 100 | 14,800 |
Net income | 0 | 100 | 11,400 |
DynCorp International FZ - LLC (DIFZ) | |||
Variable Interest Entity [Line Items] | |||
Assets | 4,500 | 4,200 | |
Liabilities | 900 | 1,100 | |
Revenue | $ 173,500 | $ 179,400 | $ 216,100 |
Related Parties, Joint Ventur80
Related Parties, Joint Ventures and Variable Interest Entities (Details Textual) | Nov. 01, 2017employee | Oct. 31, 2017executive | Apr. 21, 2017USD ($) | May 31, 2006partner | Dec. 31, 2017USD ($)Promissory_Note | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 15, 2016USD ($) |
Variable Interest Entity [Line Items] | |||||||||
Long-term debt, gross | $ 593,712,000 | $ 650,935,000 | |||||||
Equity contribution from affiliates of Cerberus | $ 40,600,000 | 40,999,000 | 550,000 | $ 1,000,000 | |||||
Cerberus consulting fees | 4,000,000 | 5,800,000 | 8,100,000 | ||||||
Number of executives on advisory board | executive | 2 | ||||||||
Administrative fees expense | 2,500,000 | 2,500,000 | 4,200,000 | ||||||
Limitation on payments to related parties | 6,000,000 | ||||||||
Receivables due from related parties | 100,000 | 100,000 | |||||||
Receivables from unconsolidated joint ventures totaled | 0 | 0 | 400,000 | ||||||
Earnings from equity method investees | 667,000 | 1,066,000 | 140,000 | ||||||
Revenue | 2,004,436,000 | 1,836,154,000 | 1,923,177,000 | ||||||
Operating income | $ 103,495,000 | 24,687,000 | (74,719,000) | ||||||
Number of promissory notes held | Promissory_Note | 1 | ||||||||
Aggregate initial value of promissory note from Palm | $ 9,200,000 | ||||||||
Outstanding balance of loan | 2,000,000 | 2,200,000 | |||||||
Investment in affiliates | 5,746,000 | 7,825,000 | |||||||
Includes operationally integral and non-integral income | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Earnings from equity method investees | $ 700,000 | 1,100,000 | 4,000,000 | ||||||
Partnership for Temporary Housing LLC (PaTH) | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Variable interest entity ownership percentage | 30.00% | ||||||||
Number of partners | partner | 2 | ||||||||
GLS | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Revenue | $ 38,500,000 | 39,400,000 | 27,800,000 | ||||||
Operating income | (1,700,000) | (2,800,000) | $ (2,800,000) | ||||||
COAC Agreement | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Related party number of executives, employed by company (employee) | employee | 2 | ||||||||
Cerberus 3L Note | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Long-term debt, gross | $ 32,420,000 | $ 30,831,000 | $ 30,000,000 | $ 30,000,000 | |||||
Stated percentage, payable in-kind | 5.00% |
Consolidating Financial State81
Consolidating Financial Statements of Subsidiary Guarantors (Details Textual) | Dec. 31, 2017 | Mar. 31, 2012 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Percentage of ownership | 50.00% | |
Subsidiary Guarantors | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Percentage of ownership | 100.00% |
Consolidating Financial State82
Consolidating Financial Statements of Subsidiary Guarantors (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | $ 2,004,436 | $ 1,836,154 | $ 1,923,177 |
Cost of services | (1,761,534) | (1,636,331) | (1,721,679) |
Selling, general and administrative expenses | (107,832) | (139,531) | (144,675) |
Depreciation and amortization expense | (32,242) | (34,889) | (34,986) |
Earnings from equity method investees | 667 | 1,066 | 140 |
Impairment of goodwill, intangibles and long lived assets | 0 | (1,782) | (96,696) |
Operating income (loss) | 103,495 | 24,687 | (74,719) |
Interest expense | (70,717) | (72,361) | (68,824) |
Loss on early extinguishment of debt | (24) | (328) | 0 |
Interest income | 353 | 212 | 110 |
Equity in (loss) income of consolidated subsidiaries | 0 | 0 | 0 |
Other income, net | 416 | 4,935 | 3,968 |
Income (loss) before income taxes | 33,523 | (42,855) | (139,465) |
(Provision) benefit for income taxes | (1,722) | (10,138) | 8,672 |
Net income (loss) | 31,801 | (52,993) | (130,793) |
Noncontrolling interest | (1,201) | (1,071) | (1,809) |
Net income (loss) attributable to Delta Tucker Holdings, Inc. | 30,600 | (54,064) | (132,602) |
Reportable Legal Entities | Parent | |||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | 0 | 0 | 0 |
Cost of services | 0 | 0 | 0 |
Selling, general and administrative expenses | 0 | 0 | 0 |
Depreciation and amortization expense | 0 | 0 | 0 |
Earnings from equity method investees | 0 | 0 | 0 |
Impairment of goodwill, intangibles and long lived assets | 0 | 0 | |
Operating income (loss) | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 |
Loss on early extinguishment of debt | 0 | 0 | |
Interest income | 0 | 0 | 0 |
Equity in (loss) income of consolidated subsidiaries | 30,600 | (54,064) | (132,602) |
Other income, net | 0 | 0 | 0 |
Income (loss) before income taxes | 30,600 | (54,064) | (132,602) |
(Provision) benefit for income taxes | 0 | 0 | 0 |
Net income (loss) | 30,600 | (54,064) | (132,602) |
Noncontrolling interest | 0 | 0 | 0 |
Net income (loss) attributable to Delta Tucker Holdings, Inc. | 30,600 | (54,064) | (132,602) |
Reportable Legal Entities | Subsidiary Issuer | |||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | 0 | 0 | 0 |
Cost of services | 0 | 0 | 0 |
Selling, general and administrative expenses | 0 | 0 | 0 |
Depreciation and amortization expense | 0 | 0 | 0 |
Earnings from equity method investees | 0 | 0 | 0 |
Impairment of goodwill, intangibles and long lived assets | 0 | 0 | |
Operating income (loss) | 0 | 0 | 0 |
Interest expense | (68,078) | (69,208) | (65,689) |
Loss on early extinguishment of debt | (24) | (328) | |
Interest income | 0 | 0 | 0 |
Equity in (loss) income of consolidated subsidiaries | 74,867 | (8,864) | (89,904) |
Other income, net | 0 | 0 | 0 |
Income (loss) before income taxes | 6,765 | (78,400) | (155,593) |
(Provision) benefit for income taxes | 23,835 | 24,336 | 22,991 |
Net income (loss) | 30,600 | (54,064) | (132,602) |
Noncontrolling interest | 0 | 0 | 0 |
Net income (loss) attributable to Delta Tucker Holdings, Inc. | 30,600 | (54,064) | (132,602) |
Reportable Legal Entities | Subsidiary Guarantors | |||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | 2,018,761 | 1,852,089 | 1,937,385 |
Cost of services | (1,778,098) | (1,653,930) | (1,739,280) |
Selling, general and administrative expenses | (107,556) | (139,412) | (144,625) |
Depreciation and amortization expense | (31,557) | (34,190) | (33,857) |
Earnings from equity method investees | 667 | 1,066 | 140 |
Impairment of goodwill, intangibles and long lived assets | (1,782) | (96,696) | |
Operating income (loss) | 102,217 | 23,841 | (76,933) |
Interest expense | (2,639) | (3,153) | (3,135) |
Loss on early extinguishment of debt | 0 | 0 | |
Interest income | 348 | 205 | 103 |
Equity in (loss) income of consolidated subsidiaries | 67 | (438) | 149 |
Other income, net | 392 | 5,117 | 3,952 |
Income (loss) before income taxes | 100,385 | 25,572 | (75,864) |
(Provision) benefit for income taxes | (25,518) | (34,438) | (14,040) |
Net income (loss) | 74,867 | (8,866) | (89,904) |
Noncontrolling interest | 0 | 0 | 0 |
Net income (loss) attributable to Delta Tucker Holdings, Inc. | 74,867 | (8,866) | (89,904) |
Reportable Legal Entities | Subsidiary Non- Guarantors | |||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | 195,398 | 203,992 | 241,716 |
Cost of services | (193,095) | (202,251) | (238,254) |
Selling, general and administrative expenses | (327) | (186) | (115) |
Depreciation and amortization expense | (698) | (709) | (1,133) |
Earnings from equity method investees | 0 | 0 | 0 |
Impairment of goodwill, intangibles and long lived assets | 0 | 0 | |
Operating income (loss) | 1,278 | 846 | 2,214 |
Interest expense | 0 | 0 | 0 |
Loss on early extinguishment of debt | 0 | 0 | |
Interest income | 5 | 7 | 7 |
Equity in (loss) income of consolidated subsidiaries | 0 | 0 | 0 |
Other income, net | 24 | (182) | 16 |
Income (loss) before income taxes | 1,307 | 671 | 2,237 |
(Provision) benefit for income taxes | (39) | (36) | (279) |
Net income (loss) | 1,268 | 635 | 1,958 |
Noncontrolling interest | (1,201) | (1,071) | (1,809) |
Net income (loss) attributable to Delta Tucker Holdings, Inc. | 67 | (436) | 149 |
Eliminations | |||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | (209,723) | (219,927) | (255,924) |
Cost of services | 209,659 | 219,850 | 255,855 |
Selling, general and administrative expenses | 51 | 67 | 65 |
Depreciation and amortization expense | 13 | 10 | 4 |
Earnings from equity method investees | 0 | 0 | 0 |
Impairment of goodwill, intangibles and long lived assets | 0 | 0 | |
Operating income (loss) | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 |
Loss on early extinguishment of debt | 0 | 0 | |
Interest income | 0 | 0 | 0 |
Equity in (loss) income of consolidated subsidiaries | (105,534) | 63,366 | 222,357 |
Other income, net | 0 | 0 | 0 |
Income (loss) before income taxes | (105,534) | 63,366 | 222,357 |
(Provision) benefit for income taxes | 0 | 0 | 0 |
Net income (loss) | (105,534) | 63,366 | 222,357 |
Noncontrolling interest | 0 | 0 | 0 |
Net income (loss) attributable to Delta Tucker Holdings, Inc. | $ (105,534) | $ 63,366 | $ 222,357 |
Consolidating Financial State83
Consolidating Financial Statements of Subsidiary Guarantors (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | $ 31,801 | $ (52,993) | $ (130,793) |
Other comprehensive income (loss): | |||
Currency translation adjustment | 273 | (233) | (122) |
Other comprehensive income (loss), before tax | 273 | (233) | (122) |
Income tax (expense) benefit related to items of other comprehensive income (loss) | (167) | 83 | 43 |
Other comprehensive income (loss) | 106 | (150) | (79) |
Comprehensive income (loss) | 31,907 | (53,143) | (130,872) |
Noncontrolling interest | (1,201) | (1,071) | (1,809) |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | 30,706 | (54,214) | (132,681) |
Reportable Legal Entities | Parent | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | 30,600 | (54,064) | (132,602) |
Other comprehensive income (loss): | |||
Currency translation adjustment | 273 | (233) | (122) |
Other comprehensive income (loss), before tax | 273 | (233) | (122) |
Income tax (expense) benefit related to items of other comprehensive income (loss) | (167) | 83 | 43 |
Other comprehensive income (loss) | 106 | (150) | (79) |
Comprehensive income (loss) | 30,706 | (54,214) | (132,681) |
Noncontrolling interest | 0 | 0 | 0 |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | 30,706 | (54,214) | (132,681) |
Reportable Legal Entities | Subsidiary Issuer | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | 30,600 | (54,064) | (132,602) |
Other comprehensive income (loss): | |||
Currency translation adjustment | 273 | (233) | (122) |
Other comprehensive income (loss), before tax | 273 | (233) | (122) |
Income tax (expense) benefit related to items of other comprehensive income (loss) | (167) | 83 | 43 |
Other comprehensive income (loss) | 106 | (150) | (79) |
Comprehensive income (loss) | 30,706 | (54,214) | (132,681) |
Noncontrolling interest | 0 | 0 | 0 |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | 30,706 | (54,214) | (132,681) |
Reportable Legal Entities | Subsidiary Guarantors | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | 74,867 | (8,866) | (89,904) |
Other comprehensive income (loss): | |||
Currency translation adjustment | 243 | 0 | 0 |
Other comprehensive income (loss), before tax | 243 | 0 | 0 |
Income tax (expense) benefit related to items of other comprehensive income (loss) | (149) | 0 | 0 |
Other comprehensive income (loss) | 94 | 0 | 0 |
Comprehensive income (loss) | 74,961 | (8,866) | (89,904) |
Noncontrolling interest | 0 | 0 | 0 |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | 74,961 | (8,866) | (89,904) |
Reportable Legal Entities | Subsidiary Non- Guarantors | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | 1,268 | 635 | 1,958 |
Other comprehensive income (loss): | |||
Currency translation adjustment | 30 | (233) | (122) |
Other comprehensive income (loss), before tax | 30 | (233) | (122) |
Income tax (expense) benefit related to items of other comprehensive income (loss) | (18) | 83 | 43 |
Other comprehensive income (loss) | 12 | (150) | (79) |
Comprehensive income (loss) | 1,280 | 485 | 1,879 |
Noncontrolling interest | (1,201) | (1,071) | (1,809) |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | 79 | (586) | 70 |
Eliminations | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net income (loss) | (105,534) | 63,366 | 222,357 |
Other comprehensive income (loss): | |||
Currency translation adjustment | (546) | 466 | 244 |
Other comprehensive income (loss), before tax | (546) | 466 | 244 |
Income tax (expense) benefit related to items of other comprehensive income (loss) | 334 | (166) | (86) |
Other comprehensive income (loss) | (212) | 300 | 158 |
Comprehensive income (loss) | (105,746) | 63,666 | 222,515 |
Noncontrolling interest | 0 | 0 | 0 |
Comprehensive income (loss) attributable to Delta Tucker Holdings, Inc. | $ (105,746) | $ 63,666 | $ 222,515 |
Consolidating Financial State84
Consolidating Financial Statements of Subsidiary Guarantors (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current assets: | |||||
Cash and cash equivalents | $ 168,250 | $ 118,218 | $ 108,782 | $ 94,004 | |
Restricted cash | 0 | 7,664 | 721 | $ 707 | |
Accounts receivable, net | 352,550 | 300,255 | |||
Intercompany receivables | 0 | 0 | |||
Prepaid expenses and other current assets | 52,542 | 65,694 | |||
Total current assets | 573,342 | 491,831 | |||
Property and equipment, net | 23,568 | 16,636 | |||
Goodwill | 42,093 | 42,093 | |||
Tradenames, net | 28,536 | 28,536 | |||
Other intangibles, net | 55,302 | 84,069 | |||
Investment in subsidiaries | 0 | 0 | |||
Long-term deferred taxes | 369 | 0 | |||
Other assets, net | 12,507 | 13,372 | |||
Total assets | 735,717 | 676,537 | $ 784,689 | ||
Current liabilities: | |||||
Current portion of long-term debt, net | 53,652 | [1] | 62,843 | ||
Accounts payable | 109,396 | 69,742 | |||
Accrued payroll and employee costs | 105,391 | 95,580 | |||
Intercompany payables | 0 | 0 | |||
Deferred income taxes | 0 | 0 | |||
Accrued liabilities | 98,684 | 104,078 | |||
Income taxes payable | 18,401 | 9,303 | |||
Total current liabilities | 385,524 | 341,546 | |||
Long-term debt, net | 527,039 | 569,613 | |||
Long-term deferred taxes | 0 | 14,825 | |||
Other long-term liabilities | 13,081 | 12,490 | |||
Noncontrolling interests | 5,529 | 5,455 | |||
Total deficit attributable to Delta Tucker Holdings, Inc. | (195,456) | (267,392) | |||
Total liabilities and deficit | 735,717 | 676,537 | |||
Reportable Legal Entities | Parent | |||||
Current assets: | |||||
Cash and cash equivalents | 0 | 0 | |||
Restricted cash | 0 | 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 | |||
Long-term deferred taxes | 0 | ||||
Other assets, net | 0 | 0 | |||
Total assets | 0 | 0 | |||
Current liabilities: | |||||
Current portion of long-term debt, net | 0 | 0 | |||
Accounts payable | 0 | 0 | |||
Accrued payroll and employee costs | 0 | 0 | |||
Intercompany payables | 45,085 | 45,086 | |||
Deferred income taxes | 0 | 0 | |||
Accrued liabilities | 150,371 | 222,306 | |||
Income taxes payable | 0 | 0 | |||
Total current liabilities | 195,456 | 267,392 | |||
Long-term debt, net | 0 | 0 | |||
Long-term deferred taxes | 0 | ||||
Other long-term liabilities | 0 | 0 | |||
Noncontrolling interests | 0 | 0 | |||
Total deficit attributable to Delta Tucker Holdings, Inc. | (195,456) | (267,392) | |||
Total liabilities and deficit | 0 | 0 | |||
Reportable Legal Entities | Subsidiary Issuer | |||||
Current assets: | |||||
Cash and cash equivalents | 0 | 0 | |||
Restricted cash | 0 | 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 | 579,191 | 572,176 | |||
Long-term deferred taxes | 0 | ||||
Other assets, net | 0 | 0 | |||
Total assets | 579,191 | 579,120 | |||
Current liabilities: | |||||
Current portion of long-term debt, net | 53,652 | 62,843 | |||
Accounts payable | 0 | 0 | |||
Accrued payroll and employee costs | 0 | 0 | |||
Intercompany payables | 117,385 | 138,501 | |||
Deferred income taxes | 0 | 0 | |||
Accrued liabilities | 31,486 | 30,469 | |||
Income taxes payable | 0 | 0 | |||
Total current liabilities | 202,523 | 231,813 | |||
Long-term debt, net | 527,039 | 569,613 | |||
Long-term deferred taxes | 0 | ||||
Other long-term liabilities | 0 | 0 | |||
Noncontrolling interests | 0 | 0 | |||
Total deficit attributable to Delta Tucker Holdings, Inc. | (150,371) | (222,306) | |||
Total liabilities and deficit | 579,191 | 579,120 | |||
Reportable Legal Entities | Subsidiary Guarantors | |||||
Current assets: | |||||
Cash and cash equivalents | 153,004 | 106,416 | |||
Restricted cash | 0 | 720 | |||
Accounts receivable, net | 361,362 | 304,729 | |||
Intercompany receivables | 162,470 | 183,587 | |||
Prepaid expenses and other current assets | 48,473 | 63,776 | |||
Total current assets | 725,309 | 659,228 | |||
Property and equipment, net | 22,980 | 15,788 | |||
Goodwill | 9,694 | 9,694 | |||
Tradenames, net | 28,536 | 28,536 | |||
Other intangibles, net | 55,302 | 84,069 | |||
Investment in subsidiaries | 54,690 | 54,538 | |||
Long-term deferred taxes | 369 | ||||
Other assets, net | 8,941 | 10,575 | |||
Total assets | 905,821 | 862,428 | |||
Current liabilities: | |||||
Current portion of long-term debt, net | 0 | 0 | |||
Accounts payable | 106,039 | 67,287 | |||
Accrued payroll and employee costs | 102,953 | 92,036 | |||
Intercompany payables | 9,140 | 9,827 | |||
Deferred income taxes | 0 | 0 | |||
Accrued liabilities | 71,200 | 78,926 | |||
Income taxes payable | 18,688 | 9,406 | |||
Total current liabilities | 308,020 | 257,482 | |||
Long-term debt, net | 0 | 0 | |||
Long-term deferred taxes | 14,825 | ||||
Other long-term liabilities | 13,081 | 12,490 | |||
Noncontrolling interests | 5,529 | 5,455 | |||
Total deficit attributable to Delta Tucker Holdings, Inc. | 579,191 | 572,176 | |||
Total liabilities and deficit | 905,821 | 862,428 | |||
Reportable Legal Entities | Subsidiary Non- Guarantors | |||||
Current assets: | |||||
Cash and cash equivalents | 15,246 | 11,802 | |||
Restricted cash | 0 | 0 | |||
Accounts receivable, net | 0 | 2,525 | |||
Intercompany receivables | 9,140 | 9,827 | |||
Prepaid expenses and other current assets | 4,321 | 2,516 | |||
Total current assets | 28,707 | 26,670 | |||
Property and equipment, net | 588 | 848 | |||
Goodwill | 32,399 | 32,399 | |||
Tradenames, net | 0 | 0 | |||
Other intangibles, net | 0 | 0 | |||
Investment in subsidiaries | 0 | 0 | |||
Long-term deferred taxes | 0 | ||||
Other assets, net | 3,566 | 2,797 | |||
Total assets | 65,260 | 62,714 | |||
Current liabilities: | |||||
Current portion of long-term debt, net | 0 | 0 | |||
Accounts payable | 4,170 | 3,859 | |||
Accrued payroll and employee costs | 2,438 | 3,544 | |||
Intercompany payables | 0 | 0 | |||
Deferred income taxes | 29 | 26 | |||
Accrued liabilities | 3,933 | 747 | |||
Income taxes payable | 0 | 0 | |||
Total current liabilities | 10,570 | 8,176 | |||
Long-term debt, net | 0 | 0 | |||
Long-term deferred taxes | 0 | ||||
Other long-term liabilities | 0 | 0 | |||
Noncontrolling interests | 0 | 0 | |||
Total deficit attributable to Delta Tucker Holdings, Inc. | 54,690 | 54,538 | |||
Total liabilities and deficit | 65,260 | 62,714 | |||
Eliminations | |||||
Current assets: | |||||
Cash and cash equivalents | 0 | 0 | |||
Restricted cash | 0 | 0 | |||
Accounts receivable, net | (8,812) | (6,999) | |||
Intercompany receivables | (171,610) | (193,414) | |||
Prepaid expenses and other current assets | (252) | (598) | |||
Total current assets | (180,674) | (201,011) | |||
Property and equipment, net | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Tradenames, net | 0 | 0 | |||
Other intangibles, net | 0 | 0 | |||
Investment in subsidiaries | (633,881) | (626,714) | |||
Long-term deferred taxes | 0 | ||||
Other assets, net | 0 | 0 | |||
Total assets | (814,555) | (827,725) | |||
Current liabilities: | |||||
Current portion of long-term debt, net | 0 | 0 | |||
Accounts payable | (813) | (1,404) | |||
Accrued payroll and employee costs | 0 | 0 | |||
Intercompany payables | (171,610) | (193,414) | |||
Deferred income taxes | (29) | (26) | |||
Accrued liabilities | (158,306) | (228,370) | |||
Income taxes payable | (287) | (103) | |||
Total current liabilities | (331,045) | (423,317) | |||
Long-term debt, net | 0 | 0 | |||
Long-term deferred taxes | 0 | ||||
Other long-term liabilities | 0 | 0 | |||
Noncontrolling interests | 0 | 0 | |||
Total deficit attributable to Delta Tucker Holdings, Inc. | (483,510) | (404,408) | |||
Total liabilities and deficit | $ (814,555) | $ (827,725) | |||
[1] | The carrying amount of the current portion of long-term debt as of December 31, 2017 includes our Excess Cash Flow Payment of $54.9 million, which was paid on March 21, 2018 |
Consolidating Financial State85
Consolidating Financial Statements of Subsidiary Guarantors (Details 3) - USD ($) $ in Thousands | Apr. 21, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Condensed Financial Statements, Captions [Line Items] | |||||||
Net cash provided by (used in) operating activities | $ 73,199 | $ 41,153 | $ 19,586 | ||||
Cash flows from investing activities | |||||||
Purchase of property and equipment | (8,848) | (5,346) | (3,179) | ||||
Proceeds from sale of property and equipment | 537 | 832 | 526 | ||||
Purchase of software | (1,298) | (2,634) | (1,555) | ||||
Return of capital from equity method investees | 8,017 | 2,557 | 4,590 | ||||
Contributions to equity method investees | (5,250) | (5,406) | (3,117) | ||||
Net Transfer (to) from affiliates | 0 | 0 | 0 | ||||
Net cash (used in) provided by investing activities | (6,842) | (9,997) | (2,735) | ||||
Cash flows from financing activities | |||||||
Payment to bondholders | (39,319) | (45,000) | 0 | ||||
Payments of deferred financing cost | 0 | (4,998) | 0 | ||||
Payments under other financing arrangements | 0 | 0 | (2,055) | ||||
Equity contribution from Parent | 0 | ||||||
Equity contribution from affiliates of Cerberus | $ 40,600 | 40,999 | 550 | 1,000 | |||
Payment of dividends to noncontrolling interests | (555) | (939) | (1,004) | ||||
Transfers (to) from affiliates | 0 | 0 | 0 | ||||
Net cash provided by (used in) financing activities | (23,989) | (14,777) | (2,059) | ||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 42,368 | 16,379 | [1] | 14,792 | [1] | ||
Cash, cash equivalents and restricted cash, beginning of period | [1] | 125,882 | 109,503 | 94,711 | |||
Cash, cash equivalents and restricted cash, end of period | 168,250 | 125,882 | [1] | 109,503 | [1] | ||
Revolving Credit Facility | |||||||
Cash flows from financing activities | |||||||
Payments on credit facility | 0 | (18,000) | (218,800) | ||||
Borrowings on credit facility | 0 | 18,000 | 218,800 | ||||
Senior Credit Facility | |||||||
Cash flows from financing activities | |||||||
Payments on credit facility | (25,114) | (187,272) | 0 | ||||
Borrowings on credit facility | 0 | 192,882 | 0 | ||||
Cerberus 3L Note | |||||||
Cash flows from financing activities | |||||||
Borrowings on credit facility | 0 | 30,000 | 0 | ||||
Parent | |||||||
Cash flows from financing activities | |||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 0 | ||||||
Cash, cash equivalents and restricted cash, beginning of period | 0 | 0 | |||||
Cash, cash equivalents and restricted cash, end of period | 0 | ||||||
Reportable Legal Entities | Parent | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Net cash provided by (used in) operating activities | 0 | 557 | 563 | ||||
Cash flows from investing activities | |||||||
Purchase of property and equipment | 0 | 0 | 0 | ||||
Proceeds from sale of property and equipment | 0 | 0 | 0 | ||||
Purchase of software | 0 | 0 | 0 | ||||
Return of capital from equity method investees | 0 | 0 | 0 | ||||
Contributions to equity method investees | (40,599) | 0 | 0 | ||||
Net Transfer (to) from affiliates | 0 | 0 | 0 | ||||
Net cash (used in) provided by investing activities | (40,599) | 0 | 0 | ||||
Cash flows from financing activities | |||||||
Payment to bondholders | 0 | 0 | |||||
Payments of deferred financing cost | 0 | ||||||
Payments under other financing arrangements | 0 | ||||||
Equity contribution from Parent | 0 | ||||||
Equity contribution from affiliates of Cerberus | 40,599 | 0 | 0 | ||||
Payment of dividends to noncontrolling interests | 0 | 0 | 0 | ||||
Transfers (to) from affiliates | 0 | (557) | (563) | ||||
Net cash provided by (used in) financing activities | 40,599 | (557) | (563) | ||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 0 | 0 | 0 | ||||
Cash, cash equivalents and restricted cash, beginning of period | 0 | 0 | 0 | ||||
Cash, cash equivalents and restricted cash, end of period | 0 | 0 | 0 | ||||
Reportable Legal Entities | Parent | Revolving Credit Facility | |||||||
Cash flows from financing activities | |||||||
Payments on credit facility | 0 | 0 | |||||
Borrowings on credit facility | 0 | 0 | |||||
Reportable Legal Entities | Parent | Senior Credit Facility | |||||||
Cash flows from financing activities | |||||||
Payments on credit facility | 0 | 0 | |||||
Borrowings on credit facility | 0 | ||||||
Reportable Legal Entities | Parent | Cerberus 3L Note | |||||||
Cash flows from financing activities | |||||||
Borrowings on credit facility | 0 | ||||||
Reportable Legal Entities | Subsidiary Issuer | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Net cash provided by (used in) operating activities | 37,608 | 70,747 | 33,182 | ||||
Cash flows from investing activities | |||||||
Purchase of property and equipment | 0 | 0 | 0 | ||||
Proceeds from sale of property and equipment | 0 | 0 | 0 | ||||
Purchase of software | 0 | 0 | 0 | ||||
Return of capital from equity method investees | 0 | 0 | 0 | ||||
Contributions to equity method investees | 0 | 0 | 0 | ||||
Net Transfer (to) from affiliates | 0 | 0 | 0 | ||||
Net cash (used in) provided by investing activities | 0 | 0 | 0 | ||||
Cash flows from financing activities | |||||||
Payment to bondholders | (39,319) | (45,000) | |||||
Payments of deferred financing cost | (4,998) | ||||||
Payments under other financing arrangements | 0 | ||||||
Equity contribution from Parent | 40,599 | ||||||
Equity contribution from affiliates of Cerberus | 400 | 550 | 1,000 | ||||
Payment of dividends to noncontrolling interests | 0 | 0 | 0 | ||||
Transfers (to) from affiliates | (21,118) | (49,965) | (34,182) | ||||
Net cash provided by (used in) financing activities | (44,552) | (63,803) | (33,182) | ||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (6,944) | 6,944 | 0 | ||||
Cash, cash equivalents and restricted cash, beginning of period | 6,944 | 0 | 0 | ||||
Cash, cash equivalents and restricted cash, end of period | 0 | 6,944 | 0 | ||||
Reportable Legal Entities | Subsidiary Issuer | Revolving Credit Facility | |||||||
Cash flows from financing activities | |||||||
Payments on credit facility | (18,000) | (218,800) | |||||
Borrowings on credit facility | 18,000 | 218,800 | |||||
Reportable Legal Entities | Subsidiary Issuer | Senior Credit Facility | |||||||
Cash flows from financing activities | |||||||
Payments on credit facility | (25,114) | (187,272) | |||||
Borrowings on credit facility | 192,882 | ||||||
Reportable Legal Entities | Subsidiary Issuer | Cerberus 3L Note | |||||||
Cash flows from financing activities | |||||||
Borrowings on credit facility | 30,000 | ||||||
Reportable Legal Entities | Subsidiary Guarantors | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Net cash provided by (used in) operating activities | 32,280 | (11,096) | (9,977) | ||||
Cash flows from investing activities | |||||||
Purchase of property and equipment | (8,848) | (5,322) | (2,026) | ||||
Proceeds from sale of property and equipment | 537 | 832 | 526 | ||||
Purchase of software | (1,298) | (2,634) | (1,555) | ||||
Return of capital from equity method investees | 8,017 | 2,557 | 4,590 | ||||
Contributions to equity method investees | (5,250) | (5,406) | (3,117) | ||||
Net Transfer (to) from affiliates | 21,118 | 50,523 | 34,745 | ||||
Net cash (used in) provided by investing activities | 14,276 | 40,550 | 33,163 | ||||
Cash flows from financing activities | |||||||
Payment to bondholders | 0 | 0 | |||||
Payments of deferred financing cost | 0 | ||||||
Payments under other financing arrangements | (2,055) | ||||||
Equity contribution from Parent | 0 | ||||||
Equity contribution from affiliates of Cerberus | 0 | 0 | 0 | ||||
Payment of dividends to noncontrolling interests | 0 | 0 | 0 | ||||
Transfers (to) from affiliates | (688) | (18,404) | (13,052) | ||||
Net cash provided by (used in) financing activities | (688) | (18,404) | (15,107) | ||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 45,868 | 11,050 | 8,079 | ||||
Cash, cash equivalents and restricted cash, beginning of period | 107,136 | 96,086 | 88,007 | ||||
Cash, cash equivalents and restricted cash, end of period | 153,004 | 107,136 | 96,086 | ||||
Reportable Legal Entities | Subsidiary Guarantors | Revolving Credit Facility | |||||||
Cash flows from financing activities | |||||||
Payments on credit facility | 0 | 0 | |||||
Borrowings on credit facility | 0 | 0 | |||||
Reportable Legal Entities | Subsidiary Guarantors | Senior Credit Facility | |||||||
Cash flows from financing activities | |||||||
Payments on credit facility | 0 | 0 | |||||
Borrowings on credit facility | 0 | ||||||
Reportable Legal Entities | Subsidiary Guarantors | Cerberus 3L Note | |||||||
Cash flows from financing activities | |||||||
Borrowings on credit facility | 0 | ||||||
Reportable Legal Entities | Subsidiary Non- Guarantors | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Net cash provided by (used in) operating activities | 3,865 | (18,116) | (3,178) | ||||
Cash flows from investing activities | |||||||
Purchase of property and equipment | 0 | (24) | (1,153) | ||||
Proceeds from sale of property and equipment | 0 | 0 | 0 | ||||
Purchase of software | 0 | 0 | 0 | ||||
Return of capital from equity method investees | 0 | 0 | 0 | ||||
Contributions to equity method investees | 0 | 0 | 0 | ||||
Net Transfer (to) from affiliates | 688 | 18,403 | 13,052 | ||||
Net cash (used in) provided by investing activities | 688 | 18,379 | 11,899 | ||||
Cash flows from financing activities | |||||||
Payment to bondholders | 0 | 0 | |||||
Payments of deferred financing cost | 0 | ||||||
Payments under other financing arrangements | 0 | ||||||
Equity contribution from Parent | 0 | ||||||
Equity contribution from affiliates of Cerberus | 0 | 0 | 0 | ||||
Payment of dividends to noncontrolling interests | (1,109) | (1,878) | (2,008) | ||||
Transfers (to) from affiliates | 0 | 0 | 0 | ||||
Net cash provided by (used in) financing activities | (1,109) | (1,878) | (2,008) | ||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 3,444 | (1,615) | 6,713 | ||||
Cash, cash equivalents and restricted cash, beginning of period | 11,802 | 13,417 | 6,704 | ||||
Cash, cash equivalents and restricted cash, end of period | 15,246 | 11,802 | 13,417 | ||||
Reportable Legal Entities | Subsidiary Non- Guarantors | Revolving Credit Facility | |||||||
Cash flows from financing activities | |||||||
Payments on credit facility | 0 | 0 | |||||
Borrowings on credit facility | 0 | 0 | |||||
Reportable Legal Entities | Subsidiary Non- Guarantors | Senior Credit Facility | |||||||
Cash flows from financing activities | |||||||
Payments on credit facility | 0 | 0 | |||||
Borrowings on credit facility | 0 | ||||||
Reportable Legal Entities | Subsidiary Non- Guarantors | Cerberus 3L Note | |||||||
Cash flows from financing activities | |||||||
Borrowings on credit facility | 0 | ||||||
Eliminations | |||||||
Condensed Financial Statements, Captions [Line Items] | |||||||
Net cash provided by (used in) operating activities | (554) | (939) | (1,004) | ||||
Cash flows from investing activities | |||||||
Purchase of property and equipment | 0 | 0 | 0 | ||||
Proceeds from sale of property and equipment | 0 | 0 | 0 | ||||
Purchase of software | 0 | 0 | 0 | ||||
Return of capital from equity method investees | 0 | 0 | 0 | ||||
Contributions to equity method investees | 40,599 | 0 | 0 | ||||
Net Transfer (to) from affiliates | (21,806) | (68,926) | (47,797) | ||||
Net cash (used in) provided by investing activities | 18,793 | (68,926) | (47,797) | ||||
Cash flows from financing activities | |||||||
Payment to bondholders | 0 | 0 | |||||
Payments of deferred financing cost | 0 | ||||||
Payments under other financing arrangements | 0 | ||||||
Equity contribution from Parent | (40,599) | ||||||
Equity contribution from affiliates of Cerberus | 0 | 0 | 0 | ||||
Payment of dividends to noncontrolling interests | 554 | 939 | 1,004 | ||||
Transfers (to) from affiliates | 21,806 | 68,926 | 47,797 | ||||
Net cash provided by (used in) financing activities | (18,239) | 69,865 | 48,801 | ||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 0 | 0 | 0 | ||||
Cash, cash equivalents and restricted cash, beginning of period | 0 | 0 | 0 | ||||
Cash, cash equivalents and restricted cash, end of period | 0 | 0 | 0 | ||||
Eliminations | Revolving Credit Facility | |||||||
Cash flows from financing activities | |||||||
Payments on credit facility | 0 | 0 | |||||
Borrowings on credit facility | 0 | $ 0 | |||||
Eliminations | Senior Credit Facility | |||||||
Cash flows from financing activities | |||||||
Payments on credit facility | $ 0 | 0 | |||||
Borrowings on credit facility | 0 | ||||||
Eliminations | Cerberus 3L Note | |||||||
Cash flows from financing activities | |||||||
Borrowings on credit facility | $ 0 | ||||||
[1] | (1) Amounts in the As Reported column include cash, cash equivalents and restricted cash as required upon the adoption of ASU 2016-18. Amounts in the As Previously Reported column reflects only cash and cash equivalents. |
Subsequent Events (Details)
Subsequent Events (Details) | Mar. 21, 2018USD ($) | Apr. 05, 2017USD ($) | Jan. 31, 2018operating_and_reporting_segment | Dec. 31, 2017USD ($)operating_and_reporting_segment | Dec. 31, 2016USD ($) |
Subsequent Event [Line Items] | |||||
Number of operating and reportable segments | operating_and_reporting_segment | 3 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Number of operating and reportable segments | operating_and_reporting_segment | 2 | ||||
Line of Credit | Revolving Credit Facility | |||||
Subsequent Event [Line Items] | |||||
Excess cash payment | $ 25,114,000 | ||||
Line of Credit | Revolving Credit Facility | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Excess cash payment | $ 54,900,000 | ||||
Term loan | |||||
Subsequent Event [Line Items] | |||||
Excess cash payment | $ 4,600,000 | ||||
Repayments of principal in next twelve months | $ 22,500,000 |
Condensed Financial Informati87
Condensed Financial Information of Registrant - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Condensed Financial Statements, Captions [Line Items] | |||
Deferred income taxes | $ 0 | $ 0 | |
ASSETS | |||
Other assets, net | 12,507 | 13,372 | |
Total assets | 735,717 | 676,537 | $ 784,689 |
LIABILITIES & DEFICIT | |||
Liabilities | 385,524 | 341,546 | |
Total deficit attributable to Delta Tucker Holdings, Inc. | (195,456) | (267,392) | |
Total liabilities and deficit | $ 735,717 | $ 676,537 |
Condensed Financial Informati88
Condensed Financial Information of Registrant - Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Condensed Financial Statements, Captions [Line Items] | |||
Equity in income (loss) of subsidiaries, net of tax | $ 0 | $ 0 | $ 0 |
Income (loss) before income taxes | 33,523 | (42,855) | (139,465) |
Income tax benefit | (1,722) | (10,138) | 8,672 |
Net income (loss) | $ 31,801 | $ (52,993) | $ (130,793) |
Condensed Financial Informati89
Condensed Financial Information of Registrant - Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Net cash from operating activities | $ 73,199 | $ 41,153 | $ 19,586 | |||
Net cash from investing activities | (6,842) | (9,997) | (2,735) | |||
Net cash from financing activities | (23,989) | (14,777) | (2,059) | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | 42,368 | 16,379 | [1] | 14,792 | [1] | |
Cash, cash equivalents and restricted cash, end of period | 168,250 | 125,882 | [1] | 109,503 | [1] | |
Cash, cash equivalents and restricted cash, beginning of period | [1] | $ 125,882 | 109,503 | 94,711 | ||
Parent | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 0 | |||||
Cash, cash equivalents and restricted cash, end of period | 0 | |||||
Cash, cash equivalents and restricted cash, beginning of period | $ 0 | $ 0 | ||||
[1] | (1) Amounts in the As Reported column include cash, cash equivalents and restricted cash as required upon the adoption of ASU 2016-18. Amounts in the As Previously Reported column reflects only cash and cash equivalents. |
Condensed Financial Informati90
Condensed Financial Information of Registrant (Details Textual) - USD ($) | Apr. 21, 2017 | Dec. 31, 2010 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |||||
Dividends from subsidiary | $ 0 | ||||
Capital contribution in connection with merger | $ 550,900,000 | ||||
Capital contribution | $ 40,600,000 | $ 40,999,000 | $ 550,000 | $ 1,000,000 |
Valuation and Qualifying Acco91
Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | [1] | |||
Allowance for doubtful accounts: | ||||||
Beginning of Period | $ 17,189 | $ 16,283 | [1] | $ 4,736 | ||
Additions | 865 | 2,747 | 15,314 | |||
Deductions from Reserve | [2] | (7,912) | (1,841) | (3,767) | ||
End of Period | $ 10,142 | $ 17,189 | $ 16,283 | |||
[1] | Additions in calendar year 2015 primarily driven by a balance sheet reclassification related to amounts billed during the year. | |||||
[2] | Deductions from reserve represents accounts written off, net of recoveries. |