þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 27-2525959 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
None |
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | o |
PART I. | Page | |
PART II. | ||
PART III. | ||
PART IV. | ||
• | our substantial level of indebtedness, our ability to refinance or amend the terms of that indebtedness, and changes in availability of capital and cost of capital; |
• | the ability to refinance with subordinated indebtedness, or pay with proceeds of new equity or capital contributions, the 10.375% Senior Notes due 2017 (the "Senior Unsecured Notes") before May 8, 2017; |
• | the ability to refinance, amend or generate sufficient cash to repay our indebtedness, including any future indebtedness, which may force us to take other actions to satisfy our obligations under our indebtedness, which may not be successful; |
• | the future impact of mergers, acquisitions, divestitures, joint ventures or teaming agreements; |
• | the outcome of any material litigation, government investigation, audit or other regulatory matters; |
• | restatement of our financial statements causing credit ratings to be downgraded or covenant violations under our debt agreements; |
• | policy and/or spending changes implemented by the Trump Administration, any subsequent administration or Congress, including any further changes to the sequestration that the United States ("U.S.") Department of Defense ("DoD") is currently operating under; |
• | termination or modification of key U.S. government or commercial contracts, including subcontracts; |
• | changes in the demand for services that we provide or work awarded under our contracts, including without limitation, the Bureau for International Narcotics and Law Enforcement Affairs, Office of Aviation ("INL Air Wing") and Logistics Civil Augmentation Program IV ("LOGCAP IV") contracts; |
• | the outcome of future extensions on awarded contracts, the outcomes of recompetes on existing programs, including but not limited to the ultimate outcome of the recompete process on the INL Air Wing program; |
• | changes in the demand for services provided by our joint venture partners; |
• | changes due to pursuit of new commercial business in the U.S. and abroad; |
• | activities of competitors and the outcome of bid protests; |
• | changes in significant operating expenses; |
• | impact of lower than expected win rates for new business; |
• | general political, economic, regulatory and business conditions in the U.S. or in other countries in which we operate; |
• | acts of war or terrorist activities, including cyber security threats; |
• | variations in performance of financial markets; |
• | the inherent difficulties of estimating future contract revenue and changes in anticipated revenue from indefinite delivery, indefinite quantity ("IDIQ") contracts and indefinite quantity contracts ("IQC"); |
• | the timing or magnitude of any award, performance or incentive fee granted under our government contracts; |
• | changes in expected percentages of future revenue represented by fixed-price and time-and-materials contracts, including increased competition with respect to task orders subject to such contracts; |
• | decline in the estimated fair value of a reporting unit resulting in a goodwill impairment and a related non-cash impairment charged against earnings; |
• | changes in underlying assumptions, circumstances or estimates that may have a material adverse effect upon the profitability of one or more contracts and our performance; |
• | changes in our tax provisions or exposure to additional income tax liabilities that could affect our profitability and cash flows; |
• | uncertainty created by management turnover; |
• | termination or modification of key subcontractor performance or delivery; |
• | the ability to receive timely payments from prime contractors where we act as a subcontractor; and |
• | statements covering our business strategy, those described in "Item 1A. Risk Factors" of this Annual Report on Form 10-K and other risks detailed from time to time in our reports filed with the Securities and Exchange Commission ("SEC"). |
• | Fixed-Price Type Contracts: In a fixed-price contract, the price is generally not subject to adjustment based on costs incurred, which can favorably or adversely impact our profitability depending upon our execution in performing the contracted service. Our fixed-price contracts may include firm fixed-price, fixed-price with economic adjustment, and fixed-price incentive elements. |
• | Time-and-Materials Type Contracts: Time-and-materials type contracts provide for acquiring supplies or services on the basis of direct labor hours at fixed hourly/daily rates plus materials at cost. |
• | Cost-Reimbursement Type Contracts: Cost-reimbursement type contracts provide for payment of allowable incurred costs, to the extent prescribed in the contract, plus a fixed-fee, award-fee, incentive-fee or a combination thereof. Award-fees or incentive-fees are generally based upon various objective and subjective criteria, such as aircraft mission capability rates and meeting cost targets. Award and incentive fees are excluded from estimated total contract revenue until a reasonably determinable estimate of award and incentive fees can be made. |
For the years ended | ||||||||
Contract Type | December 31, 2016 | December 31, 2015 | December 31, 2014 | |||||
Fixed-Price | 45 | % | 44 | % | 26 | % | ||
Time-and-Materials | 4 | % | 5 | % | 12 | % | ||
Cost-Reimbursement | 51 | % | 51 | % | 62 | % | ||
Totals | 100 | % | 100 | % | 100 | % |
For the years ended | ||||||||
Type | December 31, 2016 | December 31, 2015 | December 31, 2014 | |||||
Prime contractor | 95 | % | 93 | % | 93 | % | ||
Subcontractor | 5 | % | 7 | % | 7 | % | ||
Totals | 100 | % | 100 | % | 100 | % |
Contract | Segment | Principal Customer | Initial/Current Award Date | Contract End Date | Estimated Total Contract Value (1) |
LOGCAP IV (2) | DynLogistics | U.S. Army | Apr-2008 | Apr-2018 | $6.56 billion (3) |
INL Air Wing | AOLC | DoS | Jan-2001 / May-2005 | Oct-2017 | $4.69 billion |
Contract Field Teams (4) | AELS | U.S. Air Force | Oct-1951 / Oct 2008 | Mar-2017 | $1.42 billion |
TASM-O | AOLC | U.S. Army | Sep-2013 | Dec-2018 | $632 million |
WRM II (5) | DynLogistics | U.S. Air Force | May-2000 / Jun-2008 | Sep-2017 | $613 million |
T-6 COMBS | AELS | U.S. Air Force | Jun-2012 | Apr-2017 | $599 million |
Pax River (6) | AELS | U.S. Navy | Jul-2011 / Aug-2011 | Mar-2017 | $596 million |
CLS | AELS | U.S. Navy | Nov-2014 | Sep-2019 | $591 million |
Andrews AFB | AELS | U.S. Air Force | Sep-2011 | Dec-2018 | $451 million |
GISS | DynLogistics | U.S. Army | Mar-2015 | Nov-2021 | $321 million |
(1) | Estimated total contract value represents the start and end date of the contracts as modified and is not necessarily representative of the amount of work we will actually experience under the contract. With the exception of contract ceiling maximums, contract values can continue to increase or decrease over time based on contract modifications, extensions or placement of orders under IDIQ contracts. |
(2) | LOGCAP IV has a $5 billion ceiling per year per contractor over 10 years. |
(3) | As of December 31, 2016, the LOGCAP IV estimated total contract value was impacted by the execution of a global settlement to finalize via a formal modification a number of outstanding contract actions and change orders. |
(4) | Contract Field Teams has a $10 billion ceiling maximum total for the IDIQ multiple award contract. |
(5) | In January 2017, DynLogistics was awarded the follow on contract, War Reserve Materiel III, which will commence September 2017. The contract has a three-month transition, five-month base period and seven one-year option periods with a total potential contract value of $412 million. The follow on contract is not reflected in the table above as the initial start date is subsequent to December 31, 2016. |
(6) | In December 2016, AELS was awarded the follow on contract, the Naval Test Wing Atlantic contract, which will commence April 1, 2017. The contract has a one-year base period and four one-year option periods with a total potential contract value of $546 million. The follow on contract is not reflected in the table above as the initial start date is subsequent to December 31, 2016. |
December 31, 2016 | |||||||||||||||
(Amounts in millions) | AELS | AOLC | DynLogistics | Total | |||||||||||
Funded backlog | $ | 291 | $ | 789 | $ | 323 | $ | 1,403 | |||||||
Unfunded backlog | 1,133 | 263 | 917 | 2,313 | |||||||||||
Total backlog | $ | 1,424 | $ | 1,052 | $ | 1,240 | $ | 3,716 | |||||||
December 31, 2015 | |||||||||||||||
(Amounts in millions) | AELS | AOLC | DynLogistics | Total | |||||||||||
Funded backlog | $ | 241 | $ | 556 | $ | 386 | $ | 1,183 | |||||||
Unfunded backlog | 865 | 520 | 474 | 1,859 | |||||||||||
Total backlog | $ | 1,106 | $ | 1,076 | $ | 860 | $ | 3,042 |
• | incur additional indebtedness or issue certain preferred shares; |
• | pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments; |
• | make certain investments; |
• | sell certain assets; |
• | create liens; |
• | consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and |
• | enter into certain transactions with our affiliates. |
• | increasing our vulnerability to adverse economic, industry or competitive developments; |
• | requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow for other purposes, including for our operations, capital expenditures and future business opportunities; |
• | exposing us to the risk of increased interest rates because certain of our borrowings, including borrowings under our New Senior Credit Facility, are at variable rates of interest; |
• | making it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the agreements governing our indebtedness; |
• | restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; |
• | limiting our ability to obtain additional debt or equity financing for working capital, capital expenditures, business development, debt service requirements, acquisitions and general corporate or other purposes; and |
• | limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting. |
• | policy and/or spending changes implemented by the Trump administration, any subsequent administration or Congress; |
• | continued budget reductions in military spending imposed by Congress including sequestration; |
• | a continual decline in, or reapportioning of, spending by the U.S. government, in general, or by the DoD or the DoS, in particular; |
• | changes, delays or cancellations of U.S. government programs, requirements or policies; |
• | the adoption of new laws or regulations that affect companies that provide services to the U.S. government; |
• | U.S. government shutdowns or other delays in the government appropriations process, including any delays resulting from election cycles and changes in the administration or Congress; |
• | curtailment of the U.S. government's outsourcing of services to private contractors including the expansion of insourcing; |
• | changes in the political climate, including with regard to the funding or operation of the services we provide; and |
• | general economic conditions, including an economic slowdown or unstable economic conditions in the United States or in the countries in which we operate. |
• | terminate or modify existing contracts; |
• | reduce the value of existing contracts through partial termination; |
• | exercise their option periods and extend contracts that have unfavorable terms for us; |
• | delay or withhold the payment of our invoices by government payment offices; |
• | audit our contract-related costs and fees; and |
• | suspend us from receiving new contracts, pending the resolution of alleged violations of procurement laws or regulations. |
• | we may expend substantial funds and time to prepare bids and proposals for contracts that may ultimately be awarded to one of our competitors; |
• | we may be unable to accurately estimate the resources and costs that will be required to perform any contract we are awarded, which could result in substantial cost overruns; |
• | we may encounter expense and delay if our competitors protest or challenge awards of contracts, and any such protest or challenge could result in a requirement to resubmit bids on modified specifications or in the termination, reduction or modification of the awarded contract. Additionally, the protest of contracts awarded to us may result in the delay of program performance and the generation of revenue while the protest is pending; and |
• | if we are not given the opportunity to re-compete for U.S. government contracts previously awarded to us, we may incur expenses to protect such decision and ultimately may not succeed in competing for or winning such contract renewal. |
• | export controls regulations that could erode profit margins or restrict exports; |
• | compliance with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act; and other international anti-corruption laws |
• | the burden and cost of compliance with foreign laws, treaties and technical standards and changes in those regulations; |
• | contract award and funding delays; |
• | potential restrictions on transfers of funds; |
• | foreign currency fluctuations; |
• | potential claims filed in foreign courts and judicial systems; |
• | foreign adjustments associated with uncertain tax benefits; |
• | import and export duties and value added taxes; |
• | transportation delays and interruptions; |
• | uncertainties arising from foreign local business practices and cultural considerations; |
• | requirements by foreign governments that we locally invest a minimum level as part of our contracts with them, which may not yield any return; |
• | potential military conflicts, civil strife and political risks; and |
• | embargoes. |
• | the difficulty of integrating or disaggregating the operations and personnel of the acquired or divested companies; |
• | the inability of our management to maximize our financial and strategic position by the successful incorporation or dissolution of acquired or divested personnel into our programs; |
• | we may not realize anticipated synergies or financial growth; |
• | we may assume material liabilities that were not identified during due diligence, including potential regulatory penalties resulting from the acquisition or divested target's previous activities; |
• | difficulty maintaining uniform standards, controls, procedures and policies, with respect to accounting matters and otherwise; |
• | the potential loss or retention of key employees of acquired or divested companies; |
• | the impairment of relationships with employees and customers as a result of changes in management and operational structure; and |
• | acquisitions or divestitures may require us to invest significant amounts of cash resulting in dilution of stockholder value. |
Location | Description | Segment | Size (sq ft)1 | |
Fort Worth, TX(2) | Executive offices - Finance and Administration, AELS Headquarters | Headquarters & AELS | 218,925 | |
Salalah Port, Oman | Warehouse and storage - WRM II Program | DynLogistics | 125,000 | |
McLean, VA | Executive offices - Headquarters | Headquarters | 79,035 | |
Lorton, VA | Warehouse and offices - Global IT Modernization ("GITM") Program | DynLogistics | 30,560 | |
Palm Shores, FL | Offices - INL Air Wing Program | AOLC | 27,215 | |
McClellan, CA | Warehouse - California Fire Program | AELS | 18,800 | |
Dubai, UAE | Executive offices - DIFZ Finance and Administration | Headquarters | 17,698 | |
Huntsville, AL | Business office - AOLC Headquarters | AOLC | 17,074 | |
Bangalore, India | Business office - Finance and Administration | Headquarters | 16,467 |
(1) | Includes total square footage leased per agreements between the Company and lessors. |
(2) | Includes 153,475 square feet utilized for Executive Offices and 65,450 square feet which we have subleased or are in the process of subleasing. |
Delta Tucker Holdings, Inc. | |||||||||||||||||||
For the years ended | |||||||||||||||||||
December 31, 2016 | December 31, 2015 | December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||||||||
(Amounts in thousands) | |||||||||||||||||||
Results of operations: | |||||||||||||||||||
Revenue | $ | 1,836,154 | $ | 1,923,177 | $ | 2,252,309 | $ | 3,287,184 | $ | 4,044,275 | |||||||||
Cost of services | (1,636,331 | ) | (1,721,679 | ) | (2,072,865 | ) | (2,987,253 | ) | (3,698,932 | ) | |||||||||
Selling, general and administrative expenses | (139,531 | ) | (144,675 | ) | (146,881 | ) | (149,925 | ) | (149,362 | ) | |||||||||
Depreciation and amortization | (34,889 | ) | (34,986 | ) | (48,582 | ) | (48,628 | ) | (50,260 | ) | |||||||||
Earnings from equity method investees | 1,066 | 140 | 10,077 | 4,570 | 825 | ||||||||||||||
Impairment of goodwill, intangibles and long lived assets (1) | (1,782 | ) | (96,696 | ) | (214,004 | ) | (312,728 | ) | (50,663 | ) | |||||||||
Operating income (loss) | 24,687 | (74,719 | ) | (219,946 | ) | (206,780 | ) | 95,883 | |||||||||||
Interest expense | (72,361 | ) | (68,824 | ) | (70,783 | ) | (78,826 | ) | (86,272 | ) | |||||||||
Loss on early extinguishment of debt, net | (328 | ) | — | (1,362 | ) | (703 | ) | (2,094 | ) | ||||||||||
Interest income | 212 | 110 | 221 | 157 | 117 | ||||||||||||||
Other income (expense), net | 4,935 | 3,968 | 3,680 | (810 | ) | 4,672 | |||||||||||||
(Provision) benefit for income taxes | (10,138 | ) | 8,672 | 20,570 | 37,461 | (15,598 | ) | ||||||||||||
Net loss | (52,993 | ) | (130,793 | ) | (267,620 | ) | (249,501 | ) | (3,292 | ) | |||||||||
Noncontrolling interests | (1,071 | ) | (1,809 | ) | (2,160 | ) | (4,235 | ) | (5,645 | ) | |||||||||
Net loss attributable to Delta Tucker Holdings, Inc. | $ | (54,064 | ) | $ | (132,602 | ) | $ | (269,780 | ) | $ | (253,736 | ) | $ | (8,937 | ) | ||||
Cash flow data: | |||||||||||||||||||
Net cash provided by operating activities | 41,153 | 19,572 | 25,377 | 137,502 | 144,190 | ||||||||||||||
Net cash used in investing activities | (16,940 | ) | (2,735 | ) | (4,674 | ) | (7,971 | ) | (12,163 | ) | |||||||||
Net cash used in financing activities | (14,777 | ) | (2,059 | ) | (97,544 | ) | (77,461 | ) | (83,457 | ) | |||||||||
Balance sheet data (end of period): | |||||||||||||||||||
Cash and cash equivalents | 118,218 | 108,782 | 94,004 | 170,845 | 118,775 | ||||||||||||||
Total assets | 676,537 | 784,689 | 982,487 | 1,499,921 | 1,970,716 | ||||||||||||||
Total indebtedness | 632,456 | 637,031 | 642,272 | 732,272 | 782,909 | ||||||||||||||
Total (deficit) equity attributable to Delta Tucker Holdings, Inc. | (267,392 | ) | (213,962 | ) | (82,766 | ) | 183,785 | 437,542 | |||||||||||
Total (deficit) equity | (261,937 | ) | (208,170 | ) | (77,277 | ) | 189,660 | 445,754 | |||||||||||
Other financial data: | |||||||||||||||||||
Purchases of property and equipment and software | 7,980 | 4,734 | 10,343 | 10,346 | 8,118 | ||||||||||||||
Backlog (2) | 3,716,000 | 3,042,000 | 3,331,000 | 3,980,000 | 5,278,000 |
(1) | The Company recorded impairment charges of $1.8 million, $96.7 million, $214.0 million, $312.7 million and $50.7 million for the years ended December 31, 2016, December 31, 2015, December 31, 2014, December 31, 2013, and December 31, 2012, respectively. The impairment charge for the year ended December 31, 2016 related to our investment in affiliates. Of the $96.7 million recorded in 2015, $86.8 million related to goodwill, $5.2 million related to certain intangibles and indefinite-lived tradename and $4.7 million related to assets held for sale. Of the $214.0 million recorded in 2014, $164.9 million related to goodwill, $33.4 million related to customer-relationship intangibles, $14.5 million related to indefinite-lived tradename, $1.0 million related to helicopters and $0.2 million related to software. Of the $312.7 million recorded in 2013, $310.3 million was related to goodwill and $2.4 million was related to helicopters. The impairment charges for the year ended December 31, 2012 primarily related to goodwill. See Note 3 to Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion. |
(2) | Backlog data is as of the end of the applicable period. See "Item 1. Business" for further details concerning backlog. |
• | Adhering to discretionary spending caps mandated by the Budget Control Act of 2011 ("BCA"); |
• | Troop levels and tempo of operations in Afghanistan; |
• | Conflicts in Iraq, Syria and the wider Middle East; |
• | Russian aggression in Europe and the Middle East; and |
• | Increased instability and challenges to the existing international framework. |
• | Realignment of the military force structure, leading to increased outsourcing of non-combat functions, including life cycle; |
• | Asset management of equipment ranging from organizational to depot-level maintenance; |
• | Requirement to maintain, overhaul and upgrade for returning rolling stocks and aging platforms; |
• | Sustain and support forward-deployed rotational troops and equipment; |
• | Growth in outsourcing by foreign allies of maintenance, supply-support, facilities management, infrastructure upgrades, and construction management related services; |
• | Continued focus on smart power initiatives by the DoS, USAID, the United Nations ("UN"), and the DoD, including development and smaller-scale stability operations; and |
• | Further efforts by the U.S. government to move from single-award to multiple-award IDIQ contracts, which offer an opportunity to increase revenue by competing for task orders with the other contract awardees. |
• | In March 2016, DynLogistics was awarded the G4 Worldwide Logistics Support contract from the United States Army's Intelligence and Security Command to provide multi-disciplined engineering, facilities and logistical support. The contract has a one-year base period, with four one-year options and a total potential contract value of $320.5 million. |
• | On April 30, 2016, the Company entered into Amendment No. 5 to the Senior Credit Facility, which became effective on June 15, 2016, and on May 2, 2016, the Company launched the Exchange Offer and Consent Solicitation, as further described in Note 7 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K. |
• | In May 2016, AELS announced the award of a contract in support of the Advanced Military Maintenance and Repair Overhaul Center ("AMMROC") and the United Arab Emirates ("UAE") military to provide support to the military aircraft and facilities of the UAE. The contract has a one-year base period with two, one-year options with a total potential value of $102 million. |
• | On May 26, 2016, we were notified that the Company’s claim before the Armed Services Board of Contract Appeals seeking contractual reinterpretation and restructure on a specific U.S. Air Force contract was denied. Based on the outcome, the customer is now requiring the Company to process additional engines. We reached an agreement with the U.S. Air Force related to performance requirements on this contract and we recorded a charge associated with this matter in the second quarter of 2016. |
• | In June 2016, DynLogistics announced the award of the Al Udeid Civil Engineer ("CE") Base Operation Support ("BOS") Services task order on the Air Force Augmentation Program ("AFCAP IV") from the U.S. Air Force to provide engineering support, fire support, pavement sweeping, facility management, Industrial Chilled Water Systems ("ICWS") and Industrial Controls Systems ("ICS") training, and electrical power production and distribution at the Al Udeid Air Base in Qatar. The task order has a one-year base period, with four one-year options and a total potential task order value of $42.3 million. |
• | In June 2016, DynLogistics announced the award of the Al Dhafra CE Support Services task order on AFCAP IV from the U.S. Air Force to provide all personnel, labor, vehicles, supervision, training, design, equipment, safety equipment and other items necessary to perform security barriers maintenance and repair, fire alarm and fire suppression system maintenance and repair, and engineering and design support services at Al Dhafra Air Base in the UAE. The task order has a one-year base period, with two one-year options and one six-month option period and a total potential task order value of $8.6 million. |
• | In June 2016, DynLogistics announced the award of the Southwest Asia ("SWA") Transient Aircraft Services ("TAS") task order on AFCAP IV from the U.S. Air Force to provide personnel, supervision and other services as necessary to operate fixed and rotary wing aircraft. The task order has a one-year base period, with four one-year options and one six-month option period and a total potential task order value of $29.0 million. |
• | On June 3, 2016 the DoS Office of Acquisition Management posted a J&A for other than full and open competition detailing its intent to extend the INL Air Wing contract for a period of 12 months. |
• | On June 15, 2016, in connection with the consummation of the Exchange Offer and Consent Solicitation, $415.7 million principal amount of our Senior Unsecured Notes were exchanged for $45.0 million cash and $370.6 million aggregate principal amount of newly issued New Notes, and the amendments to the Senior Unsecured Notes Indenture that were the subject of the Consent Solicitation became effective, as further described in Note 7 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K. |
• | On June 15, 2016, DynCorp Funding LLC, a limited liability company managed by Cerberus, entered into the Cerberus 3L Notes, in which $30 million was provided to us, as further described in Note 7 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K. |
• | In September 2016, DynLogistics announced the award of an 11-month task order contract modification valued at $111 million that began August 1, 2016, to continue providing base life support and maintenance services in Afghanistan under the LOGCAP IV contract. Immediately following this modification, we were awarded several additional LOGCAP IV contract modifications valued at approximately $50 million annually, beginning October 1, 2016, which will add over 100 new services and require more than 900 additional personnel across four locations. |
• | In September 2016, DynLogistics announced the award of the Egyptian Personnel Support Services ("EPSS") contract to provide support for daily living in the Arab Republic of Egypt. The contract, which started March 25, 2016, has a two-year base period and a one year option period and a total potential contract value of $22.5 million. |
• | In September 2016, AELS announced the award of a contract modification for the second option period on the Contractor Logistics Support contract to provide maintenance and logistics support to the United States Navy T-34, T-44, and T-6 aircraft programs. The modification has a total potential value of $107.2 million. |
• | In September 2016, DynLogistics announced the award of the Saudi Foreign Military Sales ("FMS") BOS task order on AFCAP IV from the U.S. Air Force to provide transportation, personnel, supervision, lodging, labor, training, tools, materials, vehicles, safety equipment and other items and services necessary to support the Kingdom of Saudi Arabia FMS program and personnel. The task order has a total potential value of $4.1 million. |
• | In September 2016, INL Air Wing received the Large Aviation Program Award for 2015 at the Annual Federal Aviation Awards sponsored by the GSA and the Interagency Committee for Aviation Policy. The award is presented annually to the most outstanding non-military federal aviation program with more than 20 aircraft. In deciding the recipient of the award, the GSA considers aviation management, administration, operations, maintenance, training, and safety. This is the fourth time INL Air Wing has won the Large Aviation Program Award. |
• | In September 2016, DynLogistics announced the award of the SWA Fire Emergency Service ("FES") task order on AFCAP IV from the U.S. Air Force to provide all management, labor, tools, and equipment for inspection, testing, maintenance, repair, and certification of FES equipment in accordance with manufacturer’s instructions, the Air Force Office of Safety and Health, National Fire Protection Association, Occupational Safety and Health Administration, and National Institute for Occupational Safety and Health codes and standards. The task order has a total potential value of $6.2 million. |
• | On September 1, 2016, we were notified that the DoS had awarded the re-compete of the INL Air Wing contract to another company. On September 11, 2016, we filed a protest with the GAO challenging the DoS agency’s award determination. |
• | On September 27, 2016, AOLC finalized negotiations with the DoS Office of Acquisition Management regarding an extension of services on the INL Air Wing program and definitized an agreement for a one-year extension through October 31, 2017. The extension has a total potential value of $292.8 million. |
• | In October 2016, AELS announced the award of a contract modification for a six month contract extension on the T6 COMBS contract to provide support services for T-6A and T-6B aircraft at ten Air Force and Navy locations throughout the U.S. The modification has a total potential value of $30.3 million. |
• | In October 2016, DynLogistics announced the award of the Warm BOS Thumrait Air Base ("TRAB") and Al Mussanah Air Base ("AMAB") task order on AFCAP IV from the U.S. Air Force to provide maintenance and repair for TRAB and AMAB in Oman. The task order has a total potential value of $2.9 million. |
• | In October 2016, the Company announced that it would change from its two operating and reportable segments, DynAviation and DynLogistics, to three operating and reportable segments: DynLogistics, AELS and AOLC. |
• | In October 2016, the Company announced that George C. Krivo, Senior Vice President, DynGlobal, has been appointed as the Chief Operating Officer of the Company. As previously disclosed, Mr. Krivo is COAC employee who has been seconded to the Company. |
• | In November 2016, AELS announced the development of a General Terms Agreement with Global Aerospace Logistics and has been awarded an Apache Services task order to maintain aircraft for the Joint Aviation Command of the UAE Armed Forces. The task order, which started September 1, 2016, has a two-year base period and a one-year option period and a total potential task order value of $61 million. |
• | On November 22, 2016, the Company announced an appeal decision by the United States Court of Appeals for the Eleventh Circuit which agreed with the Company and reinstated claims by the Company against AAR Airlift Group, Inc. under Florida's Uniform Trade Secrets Act. |
• | In December 2016, AELS announced the award of the Contract Field Teams ("CFT") task order at the Davis-Monthan Air Force Base in Tucson, Arizona to provide maintenance on the 357th Aircraft Maintenance Unit's A-10 Thunderbolt aircraft. The task order, which started November 1, 2016 and ends March 2018, has a total potential task order value of $23 million. |
• | In December 2016, AOLC announced the award of the U.S. General Services Administration ("GSA") Storage, Analysis, Failure Evaluation and Reclamation ("SAFR") and SAFR Satellite ("SAFR LITE") task order under the GSA Schedule for Logistics Worldwide ("LOGWORLD") contract at Corpus Christi Army Depot in Texas to inspect, repair and verify components used on aircraft with a total potential value of $5.1 million. |
• | In December 2016, AELS announced the award of the CFT Multiple Award Contract ("MAC") by the U.S. Air Force to perform modification, maintenance, inspection and repair of active systems in the U.S. government inventory. The IDIQ contract has a two-year base period and two two-year option periods and a total potential contract value of $11.4 billion. |
• | In December 2016, DynLogistics announced the award of a contract in South and Southeast Asia and Oceania by the U.S. Navy to support various DoD missions, including humanitarian aid, civic assistance, military construction and contingency services. The contract has a one-year base period, with seven one-year options and one six-month option period and a total potential contract value of $93.8 million. |
• | In December 2016, AELS announced the award of a contract by the U.S. Navy to maintain and provide logistics services for aircraft and support for equipment for the Naval Test Wing Atlantic on behalf of the Naval Warfare Center Aircraft Division in Patuxent River, Maryland. The contract has a one-year base period, with four one-year options and a total potential contract value of $546 million. |
• | In December 2016, AOLC announced the award by the U.S. Army for the TASM-O contract Option Year 3 to provide aviation maintenance services under the AFM program. The one year contract modification has a total potential value of $125.5 million. |
• | In December 2016, DynLogistics announced the award of a contract extension from the United States Army Contracting Command to provide advisory, training and mentoring services to the Afghanistan Ministry of Defense. The one year contract extension has a total potential value of $54.2 million. |
• | In December 2016, DynLogistics announced the award of a contract extension from the United States Army Contracting Command to provide advisory, training and mentoring services to the Afghanistan Ministry of Interior. The one year contract extension has a total potential value of $67.2 million. |
• | On December 21, 2016, we were notified that the GAO denied our protest of the DoS agency’s award determination of the INL Air Wing contract to another company. We continue to pursue legal recourse before the U.S. Court of Federal Claims regarding this matter. |
• | In January 2017, DynLogistics announced the award of a contract extension for the War Reserve Materiel II contract through September 30, 2017. The contract extension has a total potential value of $22.7 million. |
• | On January 23, 2017, DynLogistics announced the award of the War Reserve Materiel III contract to manage the U.S. Air Force Central Command Area of Responsibility War Reserve Materiel Pre-positioning program, which includes operations in Oman, Bahrain, Qatar, Kuwait, United Arab Emirates and two locations in the United States. The contract has a three-month transition period, five-month base period and seven one-year options and a total potential contract value of $412 million. |
• | On March 24, 2017, we received the Support Letter from Cerberus committing to fund the New Cerberus Financing, and we sent a notice of redemption to the holders of the Senior Unsecured Notes for a redemption of all of the remaining Senior Unsecured Notes on April 24, 2017, conditioned on the receipt of the proceeds of the New Cerberus Financing or other equity and/or debt financings and/or capital contributions. |
For the years ended | ||||||||||||||||||||
December 31, 2016 | December 31, 2015 | December 31, 2014 | ||||||||||||||||||
(Amounts in thousands) | ||||||||||||||||||||
Revenue | $ | 1,836,154 | 100.0 | % | $ | 1,923,177 | 100.0 | % | $ | 2,252,309 | 100.0 | % | ||||||||
Cost of services | (1,636,331 | ) | (89.1 | )% | (1,721,679 | ) | (89.5 | )% | (2,072,865 | ) | (92.0 | )% | ||||||||
Selling, general and administrative expenses | (139,531 | ) | (7.6 | )% | (144,675 | ) | (7.5 | )% | (146,881 | ) | (6.5 | )% | ||||||||
Depreciation and amortization expense | (34,889 | ) | (1.9 | )% | (34,986 | ) | (1.8 | )% | (48,582 | ) | (2.2 | )% | ||||||||
Earnings from equity method investees | 1,066 | 0.1 | % | 140 | — | % | 10,077 | 0.4 | % | |||||||||||
Impairment of goodwill, intangibles and long lived assets | (1,782 | ) | (0.1 | )% | (96,696 | ) | (5.0 | )% | (214,004 | ) | (9.5 | )% | ||||||||
Operating income (loss) | 24,687 | 1.4 | % | (74,719 | ) | (3.8 | )% | (219,946 | ) | (9.8 | )% | |||||||||
Interest expense | (72,361 | ) | (3.9 | )% | (68,824 | ) | (3.6 | )% | (70,783 | ) | (3.1 | )% | ||||||||
Loss on early extinguishment of debt | (328 | ) | — | % | — | — | % | (1,362 | ) | (0.1 | )% | |||||||||
Interest income | 212 | — | % | 110 | — | % | 221 | — | % | |||||||||||
Other income, net | 4,935 | 0.3 | % | 3,968 | 0.2 | % | 3,680 | 0.2 | % | |||||||||||
Loss before income taxes | (42,855 | ) | (2.2 | )% | (139,465 | ) | (7.2 | )% | (288,190 | ) | (12.8 | )% | ||||||||
(Provision) benefit for income taxes | (10,138 | ) | (0.6 | )% | 8,672 | 0.5 | % | 20,570 | 0.9 | % | ||||||||||
Net loss | (52,993 | ) | (2.8 | )% | (130,793 | ) | (6.7 | )% | (267,620 | ) | (11.9 | )% | ||||||||
Noncontrolling interests | (1,071 | ) | (0.1 | )% | (1,809 | ) | (0.1 | )% | (2,160 | ) | (0.1 | )% | ||||||||
Net loss attributable to Delta Tucker Holdings, Inc. | $ | (54,064 | ) | (2.9 | )% | $ | (132,602 | ) | (6.8 | )% | $ | (269,780 | ) | (12.0 | )% |
For the years ended | ||||||||||||||||||||
December 31, 2016 | December 31, 2015 | December 31, 2014 | ||||||||||||||||||
(Amounts in thousands) | Revenue | % of Total Revenue | Revenue | % of Total Revenue | Revenue | % of Total Revenue | ||||||||||||||
AELS | $ | 585,200 | 31.9 | % | $ | 545,909 | 28.4 | % | $ | 431,424 | 19.2 | % | ||||||||
AOLC | 617,282 | 33.6 | % | 730,153 | 38.0 | % | 772,993 | 34.3 | % | |||||||||||
DynLogistics | 633,646 | 34.5 | % | 647,142 | 33.6 | % | 1,045,200 | 46.4 | % | |||||||||||
Headquarters / Other (1) | 26 | — | % | (27 | ) | — | % | 2,692 | 0.1 | % | ||||||||||
Consolidated revenue | $ | 1,836,154 | 100.0 | % | $ | 1,923,177 | 100.0 | % | $ | 2,252,309 | 100.0 | % | ||||||||
Operating (Loss) Income | (Loss) Profit Margin | Operating (Loss) Income | (Loss) Profit Margin | Operating (Loss) Income | (Loss) Profit Margin | |||||||||||||||
AELS | $ | (19,213 | ) | (3.3 | )% | $ | (97,400 | ) | (17.8 | )% | $ | (95,197 | ) | (22.1 | )% | |||||
AOLC | 49,334 | 8.0 | % | 28,160 | 3.9 | % | 33,696 | 4.4 | % | |||||||||||
DynLogistics | 70,402 | 11.1 | % | 42,496 | 6.6 | % | (67,097 | ) | (6.4 | )% | ||||||||||
Headquarters / Other (2) | (75,836 | ) | (47,975 | ) | (91,348 | ) | ||||||||||||||
Consolidated operating income / (loss) | $ | 24,687 | $ | (74,719 | ) | $ | (219,946 | ) |
(1) | Represents revenue earned on shared service arrangements for general and administrative services provided to unconsolidated joint ventures and elimination of intercompany items between segments. |
(2) | Headquarters operating loss 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. |
For the years ended | |||||||||||
(Amounts in thousands) | December 31, 2016 | December 31, 2015 | December 31, 2014 | ||||||||
Net cash provided by operating activities | $ | 41,153 | $ | 19,572 | $ | 25,377 | |||||
Net cash used in investing activities | (16,940 | ) | (2,735 | ) | (4,674 | ) | |||||
Net cash used in financing activities | (14,777 | ) | (2,059 | ) | (97,544 | ) |
As of December 31, 2016 | |||||||||||||||
(Amounts in thousands) | Carrying Amount | Original Issue Discount on Term Loan | Deferred Financing Costs, Net | Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | |||||||||||
10.375% senior unsecured notes | $ | 39,319 | $ | — | $ | — | $ | 39,319 | |||||||
11.875% senior secured second lien notes | 373,385 | — | (1,581 | ) | 371,804 | ||||||||||
Term loan | 207,400 | (12,570 | ) | (4,248 | ) | 190,582 | |||||||||
Cerberus 3L notes | 30,831 | — | (80 | ) | 30,751 | ||||||||||
Total indebtedness | 650,935 | (12,570 | ) | (5,909 | ) | 632,456 | |||||||||
Less current portion of long-term debt | (64,433 | ) | 1,364 | 226 | (62,843 | ) | |||||||||
Total long-term debt | $ | 586,502 | $ | (11,206 | ) | $ | (5,683 | ) | $ | 569,613 |
As of December 31, 2015 | |||||||||||
(Amounts in thousands) | Carrying Amount | Deferred Financing Costs, Net | Carrying Amount less Deferred Financing Costs, Net | ||||||||
10.375% senior unsecured notes | $ | 455,000 | $ | (2,835 | ) | $ | 452,165 | ||||
Term loan | 187,272 | (2,406 | ) | 184,866 | |||||||
Total indebtedness | 642,272 | (5,241 | ) | 637,031 | |||||||
Less current portion of long-term debt | (187,272 | ) | 2,406 | (184,866 | ) | ||||||
Total long-term debt | $ | 455,000 | $ | (2,835 | ) | $ | 452,165 |
• | a $207.4 million New Term Loan; |
• | the Amended Revolver, consisting of the $85.8 million class B revolving commitments; 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, which shall rank pari passu with, and be on the same terms as, the class B revolving facility. |
• | 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. |
Period Ending | Total Leverage Ratio |
December 31, 2016 | 7.40 to 1.0 |
March 31, 2017 | 7.30 to 1.0 |
June 30, 2017 | 6.75 to 1.0 |
September 29, 2017 | 6.50 to 1.0 |
December 31, 2017 | 5.75 to 1.0 |
March 30, 2018 | 5.75 to 1.0 |
June 29, 2018 | 5.50 to 1.0 |
September 28, 2018 | 5.40 to 1.0 |
September 29, 2018 and thereafter | 4.75 to 1.0 |
Period Ending | Interest Coverage Ratio |
December 31, 2016 | 1.15 to 1.0 |
March 31, 2017 | 1.20 to 1.0 |
June 30, 2017 | 1.20 to 1.0 |
September 29, 2017 | 1.30 to 1.0 |
December 31, 2017 | 1.40 to 1.0 |
March 30, 2018 | 1.50 to 1.0 |
June 29, 2018 | 1.60 to 1.0 |
June 30, 2018 and thereafter | 1.70 to 1.0 |
• | 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. |
Calendar Years (1) | |||||||||||||||||||||||||||
(Amounts in thousands) | 2017 | 2018 | 2019 | 2020 | 2021 | Thereafter | Total | ||||||||||||||||||||
10.375% senior unsecured notes (2) | $ | 39,319 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 39,319 | |||||||||||||
11.875% senior secured second lien notes (3) | — | — | — | 399,357 | — | — | 399,357 | ||||||||||||||||||||
Term loan (4) | 25,114 | 22,500 | — | 159,786 | — | — | 207,400 | ||||||||||||||||||||
Cerberus 3L notes (5) | — | — | — | — | — | 49,663 | 49,663 | ||||||||||||||||||||
Interest on indebtedness (6) | 57,847 | 53,460 | 53,140 | 44,096 | — | — | 208,543 | ||||||||||||||||||||
Operating leases (7) | 17,866 | 10,329 | 5,744 | 4,636 | 2,807 | 7,489 | 48,871 | ||||||||||||||||||||
Liability on uncertain tax positions (8) | — | — | — | 3,293 | — | — | 3,293 | ||||||||||||||||||||
Total contractual obligations | $ | 140,146 | $ | 86,289 | $ | 58,884 | $ | 611,168 | $ | 2,807 | $ | 57,152 | $ | 956,446 |
(1) | As of December 31, 2016, there were no amounts outstanding under our Amended Revolver. |
(2) | Under the credit agreement governing the New Senior Credit Facility, the Indenture governing the New Notes and the Third Lien Credit Agreement, the $39.3 million principal amount to be repaid on the remaining Senior Unsecured Notes may only be paid with the proceeds of new equity, capital contributions or new unsecured debt. sent a notice of redemption to the holders of the Senior Unsecured Notes for a redemption of all of the remaining Senior Unsecured Notes on April 24, 2017, conditioned on the receipt of the proceeds of the New Cerberus Financing or other equity and/or debt financings and/or capital contributions. Since Cerberus has agreed to provide the New Cerberus Financing irrevocably and unconditionally except in the limited circumstances of the Material Adverse Change Condition, the Company expects to complete the redemption before May 8, 2017. |
(3) | Amount includes principal balance of $373.4 million as of December 31, 2016 and payable in kind interest to be accumulated as of maturity date. |
(4) | Under the New Senior Credit Facility, we are required to make an excess cash flow payment on our Term Loan of $25.1 million on or prior to April 5, 2017 and a principal payment $22.5 million on our prior to June 15, 2018 (which amount may be reduced as a result of the application of certain prepayments, including excess cash flow payments, similar to the $22.5 million principal payment for June 15, 2017 that is not required as a result of the excess cash flow payment due on or prior to April 5, 2017). Amounts above for calendar years other than 2017 exclude mandatory principal payments due to excess cash flow requirements. See Note 7 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion of the payments. |
(5) | Amount includes principal balance of $30.8 million as of December 31, 2016 and payable in kind interest to be accumulated as of maturity date. |
(6) | Based on our current debt structure, interest expense was calculated using interest rates of: (i) 10.375% for our Senior Unsecured Notes, (ii) 11.875% on the New Notes comprised of 10.375% per annum in cash and 1.500% per annum payable in kind, (iii) 7.75% for our New Term Loan, (iv) 5.75% for our Letters of Credit currently outstanding and (v) 0.50% for the unused borrowing capacity available under our Amended Revolver. |
(7) | For additional information about our operating leases, see Note 8 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K. |
(8) | Represents the estimated payments related to the unrecognized tax benefits for the respective year. See Note 4 to the Delta Tucker Holdings, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion. |
Delta Tucker Holdings, Inc. Credit Agreement Adjusted EBITDA Calculation | ||||||||||||
For the years ended | ||||||||||||
(Amount in thousands) | December 31, 2016 | December 31, 2015 | December 31, 2014 | |||||||||
Net loss attributable to Delta Tucker Holdings, Inc. | $ | (54,064 | ) | $ | (132,602 | ) | $ | (269,780 | ) | |||
Provision (benefit) for income tax | 10,138 | (8,672 | ) | (20,570 | ) | |||||||
Interest expense, net of interest income | 72,149 | 68,714 | 70,562 | |||||||||
Depreciation and amortization(1) | 35,954 | 37,254 | 49,707 | |||||||||
EBITDA | 64,177 | (35,306 | ) | (170,081 | ) | |||||||
Certain income/expense or gain/loss adjustments per our credit agreements (2) | 9,561 | 119,406 | 255,613 | |||||||||
Employee share based compensation, severance, relocation and retention expense (3) | 1,756 | 7,026 | 9,531 | |||||||||
Cerberus fees (4) | 3,053 | 4,062 | 2,415 | |||||||||
Global Advisory Group expenses (5) | 23,057 | — | — | |||||||||
Annualized operational efficiencies (6) | — | 2,094 | 8,828 | |||||||||
Other (7) | (581 | ) | (1,139 | ) | 2,710 | |||||||
Adjusted EBITDA | $ | 101,023 | $ | 96,143 | $ | 109,016 |
(1) | Includes certain depreciation and amortization amounts which are classified as Cost of services in the consolidated statements of operations of Delta Tucker Holdings, Inc. included elsewhere in this Annual Report on Form 10-K. |
(2) | Includes the $1.8 million impairment of investment in affiliates and certain costs associated with the Refinancing Transactions in 2016, $86.8 million impairment of goodwill and the impairment of certain intangibles, indefinite-lived tradename and assets held for sale of $9.9 million in 2015, as well as certain unusual income and expense items, as defined in the Indenture and New Senior Credit Facility. |
(3) | Includes post-employment benefit expense related to severance in accordance with ASC 712 - Compensation, relocation expenses, retention expense and share based compensation expense. |
(4) | Includes Cerberus Operations and Advisory Company expenses, net of recovery. |
(5) | Reflects Global Advisory Group cost incurred during the year ended December 31, 2016 which we are able to add back to Adjusted EBITDA under the Indenture and New Senior Credit Facility in an aggregate amount up to a total of $30 million. |
(6) | Represents a defined EBITDA adjustment under the Indenture and Senior Credit Facility for the amount of cost savings, operating expense reductions and synergies projected as a result of specified actions taken or with respect to which substantial steps have been taken during the period. Per the Indenture and New Senior Credit Facility, annualized operational efficiencies are no longer defined as EBITDA adjustments as of the year ended December 31, 2016. |
(7) | Includes changes due to fluctuations in foreign exchange rates, earnings from affiliates not received in cash, costs incurred pursuant to ASC 805 - Business Combination and other immaterial items. |
Page | |
Delta Tucker Holdings, Inc. | |
Financial Statement Schedules | |
For the years ended | ||||||||||||
December 31, 2016 | December 31, 2015 | December 31, 2014 | ||||||||||
(Amounts in thousands) | ||||||||||||
Revenue | $ | 1,836,154 | $ | 1,923,177 | $ | 2,252,309 | ||||||
Cost of services | (1,636,331 | ) | (1,721,679 | ) | (2,072,865 | ) | ||||||
Selling, general and administrative expenses | (139,531 | ) | (144,675 | ) | (146,881 | ) | ||||||
Depreciation and amortization expense | (34,889 | ) | (34,986 | ) | (48,582 | ) | ||||||
Earnings from equity method investees | 1,066 | 140 | 10,077 | |||||||||
Impairment of goodwill, intangibles and long lived assets | (1,782 | ) | (96,696 | ) | (214,004 | ) | ||||||
Operating income (loss) | 24,687 | (74,719 | ) | (219,946 | ) | |||||||
Interest expense | (72,361 | ) | (68,824 | ) | (70,783 | ) | ||||||
Loss on early extinguishment of debt | (328 | ) | — | (1,362 | ) | |||||||
Interest income | 212 | 110 | 221 | |||||||||
Other income, net | 4,935 | 3,968 | 3,680 | |||||||||
Loss before income taxes | (42,855 | ) | (139,465 | ) | (288,190 | ) | ||||||
(Provision) benefit for income taxes | (10,138 | ) | 8,672 | 20,570 | ||||||||
Net loss | (52,993 | ) | (130,793 | ) | (267,620 | ) | ||||||
Noncontrolling interests | (1,071 | ) | (1,809 | ) | (2,160 | ) | ||||||
Net loss attributable to Delta Tucker Holdings, Inc. | $ | (54,064 | ) | $ | (132,602 | ) | $ | (269,780 | ) |
For the years ended | |||||||||||
December 31, 2016 | December 31, 2015 | December 31, 2014 | |||||||||
(Amounts in thousands) | |||||||||||
Net loss | $ | (52,993 | ) | $ | (130,793 | ) | $ | (267,620 | ) | ||
Other comprehensive loss, net of tax: | |||||||||||
Foreign currency translation adjustment | (233 | ) | (122 | ) | (131 | ) | |||||
Other comprehensive loss, before tax | (233 | ) | (122 | ) | (131 | ) | |||||
Income tax benefit related to items of other comprehensive loss | 83 | 43 | 47 | ||||||||
Other comprehensive loss | (150 | ) | (79 | ) | (84 | ) | |||||
Comprehensive loss | (53,143 | ) | (130,872 | ) | (267,704 | ) | |||||
Comprehensive loss attributable to noncontrolling interests | (1,071 | ) | (1,809 | ) | (2,160 | ) | |||||
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | $ | (54,214 | ) | $ | (132,681 | ) | $ | (269,864 | ) |
As of | |||||||
December 31, 2016 | December 31, 2015 | ||||||
(Amounts in thousands, except share data) | |||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 118,218 | $ | 108,782 | |||
Restricted cash | 7,664 | 721 | |||||
Accounts receivable, net of allowances of $17,189 and $16,283, respectively | 300,255 | 386,097 | |||||
Prepaid expenses and other current assets | 65,694 | 55,683 | |||||
Assets held for sale | — | 7,913 | |||||
Total current assets | 491,831 | 559,196 | |||||
Property and equipment, net | 16,636 | 15,694 | |||||
Goodwill | 42,093 | 42,093 | |||||
Tradenames, net | 28,536 | 28,536 | |||||
Other intangibles, net | 84,069 | 113,479 | |||||
Long-term deferred taxes | — | 13,364 | |||||
Other assets, net | 13,372 | 12,327 | |||||
Total assets | $ | 676,537 | $ | 784,689 | |||
LIABILITIES | |||||||
Current liabilities: | |||||||
Current portion of long-term debt | $ | 62,843 | $ | 184,866 | |||
Accounts payable | 69,742 | 90,610 | |||||
Accrued payroll and employee costs | 95,580 | 100,681 | |||||
Deferred income taxes | — | 27,334 | |||||
Accrued liabilities | 104,078 | 114,718 | |||||
Liabilities held for sale | — | 784 | |||||
Income taxes payable | 9,303 | 8,130 | |||||
Total current liabilities | 341,546 | 527,123 | |||||
Long-term debt | 569,613 | 452,165 | |||||
Long-term deferred taxes | 14,825 | — | |||||
Other long-term liabilities | 12,490 | 13,571 | |||||
Total liabilities | 938,474 | 992,859 | |||||
DEFICIT | |||||||
Common stock, $0.01 par value – 1,000 shares authorized and 100 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively. | — | — | |||||
Additional paid-in capital | 555,163 | 554,379 | |||||
Accumulated deficit | (822,045 | ) | (767,981 | ) | |||
Accumulated other comprehensive loss | (510 | ) | (360 | ) | |||
Total deficit attributable to Delta Tucker Holdings, Inc. | (267,392 | ) | (213,962 | ) | |||
Noncontrolling interests | 5,455 | 5,792 | |||||
Total deficit | (261,937 | ) | (208,170 | ) | |||
Total liabilities and deficit | $ | 676,537 | $ | 784,689 |
For the years ended | |||||||||||
December 31, 2016 | December 31, 2015 | December 31, 2014 | |||||||||
(Amounts in thousands) | |||||||||||
Cash flows from operating activities | |||||||||||
Net loss | $ | (52,993 | ) | $ | (130,793 | ) | $ | (267,620 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | 35,954 | 37,254 | 49,707 | ||||||||
Amortization of deferred loan costs and original issue discount | 5,951 | 6,534 | 6,129 | ||||||||
Allowance for losses on accounts receivable | 1,751 | (814 | ) | 3,182 | |||||||
Loss on early extinguishment of debt | 328 | — | 1,362 | ||||||||
Impairment of goodwill, intangibles and long-lived assets | 1,782 | 96,696 | 214,004 | ||||||||
Earnings from equity method investees | (1,088 | ) | (3,979 | ) | (12,368 | ) | |||||
Distributions from equity method investees | 1,020 | 2,565 | 9,739 | ||||||||
Deferred income taxes | 855 | (11,811 | ) | (22,650 | ) | ||||||
Share based compensation | 86 | 379 | 3,184 | ||||||||
Other | 746 | 2,277 | 275 | ||||||||
Changes in assets and liabilities: | |||||||||||
Restricted cash | — | 939 | — | ||||||||
Accounts receivable | 85,842 | 61,462 | 125,458 | ||||||||
Prepaid expenses and other current assets | (6,012 | ) | 12,329 | 40,650 | |||||||
Accounts payable and accrued liabilities | (34,318 | ) | (58,965 | ) | (124,964 | ) | |||||
Income taxes payable | 1,249 | 5,499 | (711 | ) | |||||||
Net cash provided by operating activities | 41,153 | 19,572 | 25,377 | ||||||||
Cash flows from investing activities | |||||||||||
Purchase of property and equipment | (5,346 | ) | (3,179 | ) | (8,712 | ) | |||||
Proceeds from sale of property and equipment | 832 | 526 | 44 | ||||||||
Purchase of software | (2,634 | ) | (1,555 | ) | (1,631 | ) | |||||
Restriction on cash related to Cerberus 3L Notes | (6,943 | ) | — | — | |||||||
Return of capital from equity method investees | 2,557 | 4,590 | 5,625 | ||||||||
Contributions to equity method investees | (5,406 | ) | (3,117 | ) | — | ||||||
Net cash used in investing activities | (16,940 | ) | (2,735 | ) | (4,674 | ) | |||||
Cash flows from financing activities | |||||||||||
Borrowings on revolving credit facilities | 18,000 | 218,800 | 118,000 | ||||||||
Payments on revolving credit facilities | (18,000 | ) | (218,800 | ) | (208,000 | ) | |||||
Payments on senior secured credit facility | (187,272 | ) | — | — | |||||||
Borrowing under new senior credit facility | 192,882 | — | — | ||||||||
Borrowing under Cerberus 3L notes | 30,000 | — | — | ||||||||
Payment to bondholders for Exchange Offer | (45,000 | ) | — | — | |||||||
Payments of deferred financing cost | (4,998 | ) | — | (1,740 | ) | ||||||
Borrowings under other financing arrangements | — | — | 20,214 | ||||||||
Payments under other financing arrangements | — | (2,055 | ) | (24,321 | ) | ||||||
Equity contribution from affiliates of Cerberus | 550 | 1,000 | — | ||||||||
Payment of dividends to noncontrolling interests | (939 | ) | (1,004 | ) | (1,697 | ) | |||||
Net cash used in financing activities | (14,777 | ) | (2,059 | ) | (97,544 | ) | |||||
Net increase (decrease) in cash and cash equivalents | 9,436 | 14,778 | (76,841 | ) | |||||||
Cash and cash equivalents, beginning of period | 108,782 | 94,004 | 170,845 | ||||||||
Cash and cash equivalents, end of period | $ | 118,218 | $ | 108,782 | $ | 94,004 | |||||
Income taxes paid, net of receipts | $ | (7,810 | ) | $ | (2,718 | ) | $ | (4,601 | ) | ||
Interest paid | $ | (61,213 | ) | $ | (62,025 | ) | $ | (65,045 | ) |
(Amounts in thousands) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Equity (Deficit) Attributable to Delta Tucker Holdings, Inc. | Noncontrolling Interests | Total Equity (Deficit) | |||||||||||||||||||||||
Balance at December 31, 2013 | — | $ | — | $ | 549,581 | $ | (365,599 | ) | $ | (197 | ) | $ | 183,785 | $ | 5,875 | $ | 189,660 | |||||||||||||
Share based compensation, net | — | — | 3,184 | — | — | 3,184 | — | 3,184 | ||||||||||||||||||||||
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | — | — | — | (269,780 | ) | (84 | ) | (269,864 | ) | 2,160 | (267,704 | ) | ||||||||||||||||||
DIFZ financing, net of tax | — | — | 129 | — | — | 129 | — | 129 | ||||||||||||||||||||||
Dividends declared to noncontrolling interest | — | — | — | — | — | — | (2,546 | ) | (2,546 | ) | ||||||||||||||||||||
Balance at December 31, 2014 | — | $ | — | $ | 552,894 | $ | (635,379 | ) | $ | (281 | ) | $ | (82,766 | ) | $ | 5,489 | $ | (77,277 | ) | |||||||||||
Share based compensation, net | — | — | 379 | — | — | 379 | — | 379 | ||||||||||||||||||||||
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | — | — | — | (132,602 | ) | (79 | ) | (132,681 | ) | 1,809 | (130,872 | ) | ||||||||||||||||||
Capital contribution | — | — | 1,000 | — | — | 1,000 | — | 1,000 | ||||||||||||||||||||||
DIFZ financing, net of tax | — | — | 106 | — | — | 106 | — | 106 | ||||||||||||||||||||||
Dividends declared to noncontrolling interest | — | — | — | — | — | — | (1,506 | ) | (1,506 | ) | ||||||||||||||||||||
Balance at December 31, 2015 | — | $ | — | $ | 554,379 | $ | (767,981 | ) | $ | (360 | ) | $ | (213,962 | ) | $ | 5,792 | $ | (208,170 | ) | |||||||||||
Share based compensation, net | — | — | 86 | — | — | 86 | — | 86 | ||||||||||||||||||||||
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | — | — | — | (54,064 | ) | (150 | ) | (54,214 | ) | 1,071 | (53,143 | ) | ||||||||||||||||||
Capital contribution | — | — | 550 | 550 | — | 550 | ||||||||||||||||||||||||
DIFZ financing, net of tax | — | — | 148 | — | — | 148 | — | 148 | ||||||||||||||||||||||
Dividends declared to noncontrolling interest | — | — | — | — | — | — | (1,408 | ) | (1,408 | ) | ||||||||||||||||||||
Balance at December 31, 2016 | — | $ | — | $ | 555,163 | $ | (822,045 | ) | $ | (510 | ) | $ | (267,392 | ) | $ | 5,455 | $ | (261,937 | ) |
Partnership for Temporary Housing LLC ("PaTH") | 30 | % |
Contingency Response Services LLC ("CRS") | 45 | % |
Global Response Services LLC ("GRS") | 51 | % |
Global Linguist Solutions LLC ("GLS") | 51 | % |
Babcock DynCorp Limited ("Babcock") | 44 | % |
For the years ended | |||||||||||
December 31, 2016 | December 31, 2015 | December 31, 2014 | |||||||||
(Amounts in millions) | |||||||||||
Gross favorable adjustments | $ | 27.9 | $ | 29.2 | $ | 7.4 | |||||
Gross unfavorable adjustments | (31.8 | ) | (3.3 | ) | (53.9 | ) | |||||
Net adjustments | $ | (3.9 | ) | $ | 25.9 | $ | (46.5 | ) |
Aircraft | 5 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 |
As of | |||||||
December 31, 2016 | December 31, 2015 | ||||||
(Amounts in thousands) | |||||||
Prepaid expenses | $ | 39,895 | $ | 30,985 | |||
Income tax refunds receivable | — | 204 | |||||
Inventories | 18,451 | 14,776 | |||||
Work-in-process inventory, net | 164 | 1,733 | |||||
Joint venture receivables | 84 | 460 | |||||
Other current assets | 7,100 | 7,525 | |||||
Total prepaid expenses and other current assets | $ | 65,694 | $ | 55,683 |
As of | |||||||
December 31, 2016 | December 31, 2015 | ||||||
(Amounts in thousands) | |||||||
Aircraft | $ | 2,997 | $ | 1,723 | |||
Computers and related equipment | 7,161 | 6,390 | |||||
Leasehold improvements | 20,934 | 18,847 | |||||
Office furniture and fixtures | 5,499 | 5,335 | |||||
Vehicles | 3,430 | 3,260 | |||||
Gross property and equipment | 40,021 | 35,555 | |||||
Less accumulated depreciation | (23,385 | ) | (19,861 | ) | |||
Total property and equipment, net | $ | 16,636 | $ | 15,694 |
As of | |||||||
December 31, 2016 | December 31, 2015 | ||||||
(Amounts in thousands) | |||||||
Investment in affiliates | $ | 7,825 | $ | 6,712 | |||
Palm promissory notes, long-term portion | 2,034 | 2,079 | |||||
Other | 3,513 | 3,536 | |||||
Total other assets, net | $ | 13,372 | $ | 12,327 |
As of | |||||||
December 31, 2016 | December 31, 2015 | ||||||
(Amounts in thousands) | |||||||
Wages, compensation and other benefits | $ | 82,062 | $ | 85,216 | |||
Accrued vacation | 12,462 | 14,433 | |||||
Accrued contributions to employee benefit plans | 1,056 | 1,032 | |||||
Total accrued payroll and employee costs | $ | 95,580 | $ | 100,681 |
As of | |||||||
December 31, 2016 | December 31, 2015 | ||||||
(Amounts in thousands) | |||||||
Customer liability | $ | 20,762 | $ | 21,183 | |||
Accrued insurance | 26,201 | 35,530 | |||||
Accrued interest | 25,807 | 24,370 | |||||
Contract losses | 10,912 | 15,718 | |||||
Legal reserves | 4,597 | 5,063 | |||||
Subcontractor retention | 250 | 1,646 | |||||
Other | 15,549 | 11,208 | |||||
Total accrued liabilities | $ | 104,078 | $ | 114,718 |
• | 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. |
(Amounts in thousands) | AELS | AOLC | DynLogistics | Total | |||||||||||
Balance as of December 31, 2014 | $ | 86,795 | $ | — | $ | 42,093 | $ | 128,888 | |||||||
Impairment of goodwill | (86,795 | ) | — | (86,795 | ) | ||||||||||
Balance as of December 31, 2015 | — | — | 42,093 | 42,093 | |||||||||||
Impairment of goodwill | — | — | — | — | |||||||||||
Balance as of December 31, 2016 | $ | — | $ | — | $ | 42,093 | $ | 42,093 |
As of December 31, 2016 | |||||||||||||
(Amounts in thousands, except years) | Weighted Average Useful Life (Years) | Gross Carrying Value | Accumulated Amortization | Net | |||||||||
Other intangible assets: | |||||||||||||
Customer-related intangible assets | 3.0 | $ | 252,615 | $ | (172,242 | ) | $ | 80,373 | |||||
Other | |||||||||||||
Finite-lived | 1.0 | 14,238 | (10,542 | ) | 3,696 | ||||||||
Total other intangibles | $ | 266,853 | $ | (182,784 | ) | $ | 84,069 | ||||||
Tradenames: | |||||||||||||
Finite-lived | 0.0 | $ | 869 | $ | (869 | ) | $ | — | |||||
Indefinite-lived | 28,536 | — | 28,536 | ||||||||||
Total tradenames | $ | 29,405 | $ | (869 | ) | $ | 28,536 |
As of December 31, 2015 | |||||||||||||||||||||
(Amounts in thousands, except years) | Weighted Average Useful Life (Years) | Gross Carrying Value | Accumulated Amortization | Impairment | Transfer to Assets Held for Sale | Net | |||||||||||||||
Other intangible assets: | |||||||||||||||||||||
Customer-related intangible assets | 4.0 | $ | 252,615 | $ | (142,020 | ) | $ | — | $ | — | $ | 110,595 | |||||||||
Other | |||||||||||||||||||||
Finite-lived | 0.7 | 13,325 | (10,430 | ) | — | (11 | ) | 2,884 | |||||||||||||
Indefinite-lived | 5,059 | — | (5,059 | ) | — | — | |||||||||||||||
Total other intangibles | $ | 270,999 | $ | (152,450 | ) | $ | (5,059 | ) | $ | (11 | ) | $ | 113,479 | ||||||||
Tradenames: | |||||||||||||||||||||
Finite-lived | 0.0 | $ | 869 | $ | (869 | ) | $ | — | $ | — | $ | — | |||||||||
Indefinite-lived | 28,700 | — | (164 | ) | — | 28,536 | |||||||||||||||
Total tradenames | $ | 29,569 | $ | (869 | ) | $ | (164 | ) | $ | — | $ | 28,536 |
Amortization Expense (1) | |||
Estimate for calendar year 2017 | $ | 29,524 | |
Estimate for calendar year 2018 | 21,746 | ||
Estimate for calendar year 2019 | 21,506 | ||
Estimate for calendar year 2020 | 11,050 | ||
Estimate for calendar year 2021 | 243 | ||
Thereafter | — |
For the years ended | |||||||||||
December 31, 2016 | December 31, 2015 | December 31, 2014 | |||||||||
(Amounts in thousands) | |||||||||||
Domestic | $ | (45,100 | ) | $ | (143,446 | ) | $ | (286,799 | ) | ||
Foreign | 2,245 | 3,981 | (1,391 | ) | |||||||
Loss before income taxes | $ | (42,855 | ) | $ | (139,465 | ) | $ | (288,190 | ) |
For the years ended | |||||||||||
December 31, 2016 | December 31, 2015 | December 31, 2014 | |||||||||
(Amounts in thousands) | |||||||||||
Current portion: | |||||||||||
Federal | $ | — | $ | — | $ | 311 | |||||
State | (775 | ) | (550 | ) | (800 | ) | |||||
Foreign | (8,424 | ) | (7,391 | ) | (3,363 | ) | |||||
(9,199 | ) | (7,941 | ) | (3,852 | ) | ||||||
Deferred portion: | |||||||||||
Federal | 163 | 16,024 | 23,001 | ||||||||
State | 37 | 388 | 739 | ||||||||
Foreign | (1,139 | ) | 201 | 682 | |||||||
(939 | ) | 16,613 | 24,422 | ||||||||
(Provision) benefit for income taxes | $ | (10,138 | ) | $ | 8,672 | $ | 20,570 |
As of | |||||||
December 31, 2016 | December 31, 2015 | ||||||
(Amounts in thousands) | |||||||
Deferred tax assets related to: | |||||||
Workers' compensation accrual | $ | 5,007 | $ | 8,430 | |||
Accrued vacation | 3,780 | 3,586 | |||||
Completion bonus allowance | 6,260 | 4,984 | |||||
Accrued severance | 354 | 1,494 | |||||
Accrued executive incentives | 8,396 | 6,754 | |||||
Legal reserve | 1,645 | 1,812 | |||||
Allowance for doubtful accounts | 8,366 | 8,942 | |||||
Accrued health costs | 3,414 | 2,798 | |||||
Contract loss reserve | 5,083 | 7,107 | |||||
Other accrued liabilities and reserves | 6,619 | 8,195 | |||||
Partnership / joint venture basis differences | 3,629 | 4,731 | |||||
Foreign tax credit carryforward | 30,495 | 25,571 | |||||
Net operating loss carryforward | 4,222 | 2,793 | |||||
Other carryforwards | 1,393 | 816 | |||||
Uncertain tax positions | 943 | 943 | |||||
Goodwill and other intangible assets | 52,477 | 37,015 | |||||
Valuation allowance | (88,806 | ) | (71,616 | ) | |||
Total deferred tax assets | 53,277 | 54,355 | |||||
Deferred tax liabilities related to: | |||||||
Prepaid insurance | (6,865 | ) | (3,942 | ) | |||
Indefinite lived intangibles | (15,473 | ) | (15,473 | ) | |||
Unbilled receivables | (45,764 | ) | (48,910 | ) | |||
Total deferred tax liabilities | (68,102 | ) | (68,325 | ) | |||
Total deferred tax liabilities, net | $ | (14,825 | ) | $ | (13,970 | ) |
As of | |||||||
December 31, 2016 | December 31, 2015 | ||||||
(Amounts in thousands) | |||||||
Current deferred tax liabilities, net | $ | — | $ | (27,334 | ) | ||
Non-current deferred tax (liabilities) assets, net | (14,825 | ) | 13,364 | ||||
Deferred tax liabilities, net | $ | (14,825 | ) | $ | (13,970 | ) |
For the years ended | ||||||||
December 31, 2016 | December 31, 2015 | December 31, 2014 | ||||||
Statutory rate | 35.0 | % | 35.0 | % | 35.0 | % | ||
State income tax, less effect of federal deduction | (1.7 | )% | (0.1 | )% | — | % | ||
Noncontrolling interests | 0.9 | % | 0.5 | % | 0.3 | % | ||
Goodwill impairment (1) | — | % | (11.6 | )% | (11.2 | )% | ||
Uncertain tax positions | — | % | — | % | 0.1 | % | ||
Nondeductible meals and entertainment | (2.2 | )% | (0.7 | )% | (0.3 | )% | ||
Nondeductible expenses | (2.7 | )% | (0.2 | )% | (0.5 | )% | ||
Valuation allowance | (52.9 | )% | (16.7 | )% | (16.2 | )% | ||
Other | (0.1 | )% | — | % | (0.1 | )% | ||
Effective tax rate | (23.7 | )% | 6.2 | % | 7.1 | % |
(1) | Includes non-cash impairment charges to goodwill for years ended December 31, 2015 and December 31, 2014, respectively. See Note 3 for further discussion. |
(Amounts in thousands) | Unrecognized Tax Benefits | ||
Balance at December 31, 2014 | $ | 7,340 | |
Additions for tax positions related to prior years | — | ||
Reductions for tax positions of prior years | (112 | ) | |
Settlements | — | ||
Remeasurements | — | ||
Net releases | — | ||
Lapse of statute of limitations | (4,594 | ) | |
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 |
As of | |||||||
December 31, 2016 | December 31, 2015 | ||||||
(Amounts in thousands) | |||||||
Billed | $ | 93,409 | $ | 136,127 | |||
Unbilled | 206,846 | 249,970 | |||||
Total | $ | 300,255 | $ | 386,097 |
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. |
FIP / RP Status | Total Contributions of DynCorp International | Expiration | ||||||||
PPA Zone Status (2) | Pending / | (Amounts in thousands) | Surcharge | Date of | ||||||
Pension Fund | EIN/PN | 2016 | 2015 | 2014 | Implemented | 2016 | 2015 | 2014 | Imposed | CBA |
IAMNPF (1) | 516031295 / 001 | Green | Green | Green | No | $9,534 | $9,341 | $6,845 | No | 6/30/2017 through 8/31/2020 |
(1) | Of the 14 collective-bargaining agreements that require contributions to this plan, the agreement with International Association of Machinists ("IAM") union employees at Andrews Air Force Base is the most significant as contributions under this plan for years 2017 through the expiration date of the collective-bargaining agreement will approximate $3.9 million, or 23% of all required contributions to the IAMNPF. |
(2) | Unless otherwise noted, the most recent PPA zone status available in 2016, 2015 and 2014, is for the plan’s year-end status for the years ended December 31, 2016, December 31, 2015 and December 31, 2014, 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. |
As of December 31, 2016 | |||||||||||||||
(Amounts in thousands) | Carrying Amount | Original Issue Discount on Term Loan | Deferred Financing Costs, Net | Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | |||||||||||
10.375% senior unsecured notes | $ | 39,319 | $ | — | $ | — | $ | 39,319 | |||||||
11.875% senior secured second lien notes | 373,385 | — | (1,581 | ) | 371,804 | ||||||||||
Term loan | 207,400 | (12,570 | ) | (4,248 | ) | 190,582 | |||||||||
Cerberus 3L notes | 30,831 | — | (80 | ) | 30,751 | ||||||||||
Total indebtedness | 650,935 | (12,570 | ) | (5,909 | ) | 632,456 | |||||||||
Less current portion of long-term debt | (64,433 | ) | 1,364 | 226 | (62,843 | ) | |||||||||
Total long-term debt | $ | 586,502 | $ | (11,206 | ) | $ | (5,683 | ) | $ | 569,613 |
As of December 31, 2015 | |||||||||||
(Amounts in thousands) | Carrying Amount | Deferred Financing Costs, Net | Carrying Amount less Deferred Financing Costs, Net | ||||||||
10.375% senior unsecured notes | $ | 455,000 | $ | (2,835 | ) | $ | 452,165 | ||||
Term loan | 187,272 | (2,406 | ) | 184,866 | |||||||
Total indebtedness | 642,272 | (5,241 | ) | 637,031 | |||||||
Less current portion of long-term debt | (187,272 | ) | 2,406 | (184,866 | ) | ||||||
Total long-term debt | $ | 455,000 | $ | (2,835 | ) | $ | 452,165 |
• | a $207.4 million new term loan facility (the "New Term Loan"); |
• | a $85.8 million class B revolving facility (or "class B revolving commitments"); 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 class B revolving facility. |
• | 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). |
• | 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. |
Period Ending | Total Leverage Ratio |
December 31, 2016 | 7.40 to 1.0 |
March 31, 2017 | 7.30 to 1.0 |
June 30, 2017 | 6.75 to 1.0 |
September 29, 2017 | 6.50 to 1.0 |
December 31, 2017 | 5.75 to 1.0 |
March 30, 2018 | 5.75 to 1.0 |
June 29, 2018 | 5.50 to 1.0 |
September 28, 2018 | 5.40 to 1.0 |
September 29, 2018 and thereafter | 4.75 to 1.0 |
Period Ending | Interest Coverage Ratio |
December 31, 2016 | 1.15 to 1.0 |
March 31, 2017 | 1.20 to 1.0 |
June 30, 2017 | 1.20 to 1.0 |
September 29, 2017 | 1.30 to 1.0 |
December 31, 2017 | 1.40 to 1.0 |
March 30, 2018 | 1.50 to 1.0 |
June 29, 2018 | 1.60 to 1.0 |
June 30, 2018 and thereafter | 1.70 to 1.0 |
• | 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. |
Period | Redemption Price | ||
2017 | 106.00 | % | |
2018 | 103.00 | % | |
2019 and thereafter | 100.00 | % |
Calendar Year | Real Estate | Equipment | Total | |||||||||
(Amounts in thousands) | ||||||||||||
2017 (1) | $ | 13,730 | $ | 4,136 | $ | 17,866 | ||||||
2018 | 9,710 | 619 | 10,329 | |||||||||
2019 | 5,306 | 438 | 5,744 | |||||||||
2020 | 4,198 | 438 | 4,636 | |||||||||
2021 | 2,771 | 36 | 2,807 | |||||||||
Thereafter | 7,489 | — | 7,489 | |||||||||
Total | $ | 43,204 | $ | 5,667 | $ | 48,871 |
(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. |
Number of Interests | |||
Outstanding at December 31, 2014 | 5,901 | ||
Granted: | |||
Class B-1 | — | ||
Class B-2 | — | ||
Exercised | — | ||
Forfeited or expired | (135 | ) | |
Outstanding at December 31, 2015 | 5,766 | ||
Granted: | |||
Class B-1 | — | ||
Class B-2 | — | ||
Class B-3 | 20,000 | ||
Exercised | — | ||
Forfeited or expired | — | ||
Outstanding at December 31, 2016 | 25,766 |
Number of Shares | |||
Non-vested shares at December 31, 2014 | 1,234 | ||
Granted | — | ||
Vested | (893 | ) | |
Forfeited | (135 | ) | |
Non-vested shares at December 31, 2015 | 206 | ||
Granted | 20,000 | ||
Vested | (5,139 | ) | |
Forfeited | — | ||
Non-vested shares at December 31, 2016 | 15,067 |
• | Level 1, defined as observable inputs such as quoted prices in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
As Of | |||||||||||||||
December 31, 2016 | December 31, 2015 | ||||||||||||||
(Amounts in thousands) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||
10.375% senior unsecured notes | $ | 39,319 | $ | 37,132 | $ | 455,000 | $ | 337,838 | |||||||
11.875% senior secured second lien notes | 373,385 | 343,282 | — | — | |||||||||||
Term loan | 207,400 | 200,141 | 187,272 | 179,781 | |||||||||||
Cerberus 3L notes | 30,831 | 9,624 | — | — | |||||||||||
Total indebtedness | 650,935 | 590,179 | 642,272 | 517,619 | |||||||||||
Less current portion of long-term debt | (64,433 | ) | (61,367 | ) | (187,272 | ) | (179,781 | ) | |||||||
Total long-term debt | $ | 586,502 | $ | 528,812 | $ | 455,000 | $ | 337,838 |
• | 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. |
For the years ended | |||||||||||
December 31, 2016 | December 31, 2015 | December 31, 2014 | |||||||||
(Amounts in thousands) | |||||||||||
Revenue | |||||||||||
AELS | $ | 585,200 | $ | 545,909 | $ | 431,424 | |||||
AOLC | 617,282 | 730,153 | 772,993 | ||||||||
DynLogistics | 633,646 | 647,142 | 1,045,200 | ||||||||
Headquarters / Other (1) | 26 | (27 | ) | 2,692 | |||||||
Total revenue | $ | 1,836,154 | $ | 1,923,177 | $ | 2,252,309 | |||||
Operating income (loss) | |||||||||||
AELS | $ | (19,213 | ) | $ | (97,400 | ) | $ | (95,197 | ) | ||
AOLC | 49,334 | 28,160 | 33,696 | ||||||||
DynLogistics | 70,402 | 42,496 | (67,097 | ) | |||||||
Headquarters / Other (2) | (75,836 | ) | (47,975 | ) | (91,348 | ) | |||||
Total operating income (loss) | $ | 24,687 | $ | (74,719 | ) | $ | (219,946 | ) | |||
Depreciation and amortization | |||||||||||
AELS | $ | 675 | $ | 1,400 | $ | 512 | |||||
AOLC | 541 | 1,073 | 1,153 | ||||||||
DynLogistics | 388 | 250 | 55 | ||||||||
Headquarters / Other | 34,350 | 34,531 | 47,987 | ||||||||
Total depreciation and amortization (3) | $ | 35,954 | $ | 37,254 | $ | 49,707 |
(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 $1.1 million, $2.3 million and $1.1 million for the years ended December 31, 2016, December 31, 2015 and December 31, 2014, respectively. |
As of | |||||||||||
December 31, 2016 | December 31, 2015 | December 31, 2014 | |||||||||
(Amounts in thousands) | |||||||||||
Assets | |||||||||||
AELS | $ | 140,320 | $ | 158,784 | $ | 182,664 | |||||
AOLC | 133,096 | 192,843 | 210,582 | ||||||||
DynLogistics | 168,085 | 173,036 | 299,961 | ||||||||
Headquarters / Other (1) | 235,036 | 260,026 | 289,280 | ||||||||
Total assets | $ | 676,537 | $ | 784,689 | $ | 982,487 |
(1) | Assets primarily include cash, investments in unconsolidated subsidiaries, and intangible assets (excluding goodwill). |
For the years ended | ||||||||||||||||||||
December 31, 2016 | December 31, 2015 | December 31, 2014 | ||||||||||||||||||
(Amounts in thousands) | ||||||||||||||||||||
United States | $ | 658,137 | 36 | % | $ | 658,639 | 34 | % | $ | 612,220 | 27 | % | ||||||||
Afghanistan | 597,916 | 33 | % | 648,058 | 34 | % | 1,003,205 | 45 | % | |||||||||||
Middle East (1) | 440,417 | 24 | % | 407,521 | 21 | % | 387,021 | 17 | % | |||||||||||
Other Americas | 50,371 | 3 | % | 76,746 | 4 | % | 84,424 | 4 | % | |||||||||||
Europe | 35,511 | 2 | % | 70,456 | 4 | % | 53,853 | 2 | % | |||||||||||
Asia-Pacific | 24,300 | 1 | % | 29,362 | 1 | % | 41,953 | 2 | % | |||||||||||
Other | 29,502 | 1 | % | 32,395 | 2 | % | 69,633 | 3 | % | |||||||||||
Total revenue | $ | 1,836,154 | 100 | % | $ | 1,923,177 | 100 | % | $ | 2,252,309 | 100 | % |
(1) | The Middle East includes but is not limited to activities in Iraq, Oman, Qatar, United Arab Emirates, Kuwait, Palestine, South Sudan, 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, 2016. |
Partnership for Temporary Housing LLC ("PaTH") | 30 | % |
Contingency Response Services LLC ("CRS") | 45 | % |
Global Response Services LLC ("GRS") | 51 | % |
Global Linguist Solutions ("GLS") | 51 | % |
DynCorp International FZ - LLC ("DIFZ") | 25 | % |
Babcock DynCorp Limited ("Babcock") | 44 | % |
As of | |||||||
(Amounts in millions) | December 31, 2016 | December 31, 2015 | |||||
Assets | $ | 4.2 | $ | 4.7 | |||
Liabilities | 1.1 | 1.1 |
For the years ended | |||||||||||
(Amounts in millions) | December 31, 2016 | December 31, 2015 | December 31, 2014 | ||||||||
Revenue | $ | 179.4 | $ | 216.1 | $ | 297.7 |
As of | |||||||
(Amounts in millions) | December 31, 2016 | December 31, 2015 | |||||
Current assets | $ | 27.7 | $ | 32.2 | |||
Total assets | 29.3 | 32.2 | |||||
Current liabilities | 10.1 | 12.5 | |||||
Total liabilities | 10.1 | 12.5 |
For the years ended | |||||||||||
(Amounts in millions) | December 31, 2016 | December 31, 2015 | December 31, 2014 | ||||||||
Revenue | $ | 59.6 | $ | 101.8 | $ | 233.1 | |||||
Gross profit | 0.1 | 14.8 | 20.7 | ||||||||
Net income | 0.1 | 11.4 | 14.4 |
(Amounts in thousands) | Parent | Subsidiary Issuer | 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 (loss), 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 | ) |
(Amounts in thousands) | Parent | Subsidiary Issuer | 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 | ) |
(Amounts in thousands) | Parent | Subsidiary Issuer | Subsidiary Guarantors | Subsidiary Non- Guarantors | Eliminations | Consolidated | |||||||||||||||||
Revenue | $ | — | $ | — | $ | 2,268,349 | $ | 315,551 | $ | (331,591 | ) | $ | 2,252,309 | ||||||||||
Cost of services | — | — | (2,092,339 | ) | (312,110 | ) | 331,584 | (2,072,865 | ) | ||||||||||||||
Selling, general and administrative expenses | — | — | (146,623 | ) | (265 | ) | 7 | (146,881 | ) | ||||||||||||||
Depreciation and amortization expense | — | — | (47,979 | ) | (603 | ) | — | (48,582 | ) | ||||||||||||||
Earnings from equity method investees | — | — | 489 | 9,588 | — | 10,077 | |||||||||||||||||
Impairment of goodwill, intangibles and long lived assets | — | — | (214,004 | ) | — | — | (214,004 | ) | |||||||||||||||
Operating (loss) income | — | — | (232,107 | ) | 12,161 | — | (219,946 | ) | |||||||||||||||
Interest expense | — | (68,221 | ) | (2,562 | ) | — | — | (70,783 | ) | ||||||||||||||
Loss on early extinguishment of debt | — | (1,362 | ) | — | — | — | (1,362 | ) | |||||||||||||||
Interest income | — | — | 198 | 23 | — | 221 | |||||||||||||||||
Equity in (loss) income of consolidated subsidiaries | (269,780 | ) | (224,551 | ) | 10,174 | — | 484,157 | — | |||||||||||||||
Other income (expense), net | — | — | 3,736 | (56 | ) | — | 3,680 | ||||||||||||||||
(Loss) income before income taxes | (269,780 | ) | (294,134 | ) | (220,561 | ) | 12,128 | 484,157 | (288,190 | ) | |||||||||||||
Benefit (provision) for income taxes | — | 24,354 | (3,990 | ) | 206 | — | 20,570 | ||||||||||||||||
Net (loss) income | (269,780 | ) | (269,780 | ) | (224,551 | ) | 12,334 | 484,157 | (267,620 | ) | |||||||||||||
Noncontrolling interest | — | — | — | (2,160 | ) | — | (2,160 | ) | |||||||||||||||
Net (loss) income attributable to Delta Tucker Holdings, Inc. | $ | (269,780 | ) | $ | (269,780 | ) | $ | (224,551 | ) | $ | 10,174 | $ | 484,157 | $ | (269,780 | ) |
(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 | ) |
(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 | ) |
(Amounts in thousands) | Parent | Subsidiary Issuer | Subsidiary Guarantors | Subsidiary Non-Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net (loss) income | $ | (269,780 | ) | $ | (269,780 | ) | $ | (224,551 | ) | $ | 12,334 | $ | 484,157 | $ | (267,620 | ) | |||||||
Other comprehensive loss: | |||||||||||||||||||||||
Currency translation adjustment | (131 | ) | (131 | ) | — | (131 | ) | 262 | (131 | ) | |||||||||||||
Other comprehensive loss, before tax | (131 | ) | (131 | ) | — | (131 | ) | 262 | (131 | ) | |||||||||||||
Income tax benefit related to items of other comprehensive loss | 47 | 47 | — | 47 | (94 | ) | 47 | ||||||||||||||||
Other comprehensive loss | (84 | ) | (84 | ) | — | (84 | ) | 168 | (84 | ) | |||||||||||||
Comprehensive (loss) income | (269,864 | ) | (269,864 | ) | (224,551 | ) | 12,250 | 484,325 | (267,704 | ) | |||||||||||||
Noncontrolling interest | — | — | — | (2,160 | ) | — | (2,160 | ) | |||||||||||||||
Comprehensive (loss) income attributable to Delta Tucker Holdings, Inc. | $ | (269,864 | ) | $ | (269,864 | ) | $ | (224,551 | ) | $ | 10,090 | $ | 484,325 | $ | (269,864 | ) |
(Amounts in thousands) | Parent | Subsidiary Issuer | Subsidiary Guarantors | Subsidiary Non- Guarantors | Eliminations | Consolidated | |||||||||||||||||
ASSETS | |||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | — | $ | 106,416 | $ | 11,802 | $ | — | $ | 118,218 | |||||||||||
Restricted cash | — | 6,944 | 720 | — | — | 7,664 | |||||||||||||||||
Accounts receivable, net | — | — | 304,729 | 2,525 | (6,999 | ) | 300,255 | ||||||||||||||||
Intercompany receivables | — | — | 183,587 | 9,827 | (193,414 | ) | — | ||||||||||||||||
Prepaid expenses and other current assets | — | — | 63,776 | 2,516 | (598 | ) | 65,694 | ||||||||||||||||
Total current assets | — | 6,944 | 659,228 | 26,670 | (201,011 | ) | 491,831 | ||||||||||||||||
Property and equipment, net | — | — | 15,788 | 848 | — | 16,636 | |||||||||||||||||
Goodwill | — | — | 9,694 | 32,399 | — | 42,093 | |||||||||||||||||
Tradenames, net | — | — | 28,536 | — | — | 28,536 | |||||||||||||||||
Other intangibles, net | — | — | 84,069 | — | — | 84,069 | |||||||||||||||||
Investment in subsidiaries | — | 572,176 | 54,538 | — | (626,714 | ) | — | ||||||||||||||||
Other assets, net | — | — | 10,575 | 2,797 | — | 13,372 | |||||||||||||||||
Total assets | $ | — | $ | 579,120 | $ | 862,428 | $ | 62,714 | $ | (827,725 | ) | $ | 676,537 | ||||||||||
LIABILITIES & DEFICIT | |||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||
Current portion of long-term debt | $ | — | $ | 62,843 | $ | — | $ | — | $ | — | $ | 62,843 | |||||||||||
Accounts payable | — | — | 67,287 | 3,859 | (1,404 | ) | 69,742 | ||||||||||||||||
Accrued payroll and employee costs | — | — | 92,036 | 3,544 | — | 95,580 | |||||||||||||||||
Intercompany payables | 45,086 | 138,501 | 9,827 | — | (193,414 | ) | — | ||||||||||||||||
Deferred income taxes | — | — | — | 26 | (26 | ) | — | ||||||||||||||||
Accrued liabilities | 222,306 | 30,469 | 78,926 | 747 | (228,370 | ) | 104,078 | ||||||||||||||||
Income taxes payable | — | — | 9,406 | — | (103 | ) | 9,303 | ||||||||||||||||
Total current liabilities | 267,392 | 231,813 | 257,482 | 8,176 | (423,317 | ) | 341,546 | ||||||||||||||||
Long-term debt | — | 569,613 | — | — | — | 569,613 | |||||||||||||||||
Long-term deferred taxes | — | — | 14,825 | — | — | 14,825 | |||||||||||||||||
Other long-term liabilities | — | — | 12,490 | — | — | 12,490 | |||||||||||||||||
Noncontrolling interests | — | — | 5,455 | — | — | 5,455 | |||||||||||||||||
(Deficit) equity | (267,392 | ) | (222,306 | ) | 572,176 | 54,538 | (404,408 | ) | (267,392 | ) | |||||||||||||
Total liabilities and deficit | $ | — | $ | 579,120 | $ | 862,428 | $ | 62,714 | $ | (827,725 | ) | $ | 676,537 |
(Amounts in thousands) | Parent | Subsidiary Issuer | Subsidiary Guarantors | Subsidiary Non- Guarantors | Eliminations | Consolidated | |||||||||||||||||
ASSETS | |||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | — | $ | 95,365 | $ | 13,417 | $ | — | $ | 108,782 | |||||||||||
Restricted cash | — | — | 721 | — | — | 721 | |||||||||||||||||
Accounts receivable, net | — | — | 389,773 | 11 | (3,687 | ) | 386,097 | ||||||||||||||||
Intercompany receivables | — | — | 199,364 | 15,180 | (214,544 | ) | — | ||||||||||||||||
Prepaid expenses and other current assets | — | — | 54,364 | 1,825 | (506 | ) | 55,683 | ||||||||||||||||
Assets held for sale | — | — | 7,913 | — | — | 7,913 | |||||||||||||||||
Total current assets | — | — | 747,500 | 30,433 | (218,737 | ) | 559,196 | ||||||||||||||||
Property and equipment, net | — | — | 14,617 | 1,077 | — | 15,694 | |||||||||||||||||
Goodwill | — | — | 9,694 | 32,399 | — | 42,093 | |||||||||||||||||
Tradenames, net | — | — | 28,536 | — | — | 28,536 | |||||||||||||||||
Other intangibles, net | — | — | 113,256 | 223 | — | 113,479 | |||||||||||||||||
Investment in subsidiaries | — | 650,005 | 55,460 | — | (705,465 | ) | — | ||||||||||||||||
Long-term deferred taxes | — | — | 13,364 | — | — | 13,364 | |||||||||||||||||
Other assets, net | — | — | 10,616 | 1,711 | — | 12,327 | |||||||||||||||||
Total assets | $ | — | $ | 650,005 | $ | 993,043 | $ | 65,843 | $ | (924,202 | ) | $ | 784,689 | ||||||||||
LIABILITIES & DEFICIT | |||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||
Current portion of long-term debt | $ | — | $ | 184,866 | $ | — | $ | — | $ | — | $ | 184,866 | |||||||||||
Accounts payable | — | — | 85,374 | 6,138 | (902 | ) | 90,610 | ||||||||||||||||
Accrued payroll and employee costs | — | — | 96,800 | 3,881 | — | 100,681 | |||||||||||||||||
Intercompany payables | 45,079 | 154,285 | 15,180 | — | (214,544 | ) | — | ||||||||||||||||
Deferred income taxes | — | — | 27,310 | 24 | — | 27,334 | |||||||||||||||||
Accrued liabilities | 168,883 | 27,572 | 90,013 | 340 | (172,090 | ) | 114,718 | ||||||||||||||||
Liabilities held for sale | — | — | 784 | — | — | 784 | |||||||||||||||||
Income taxes payable | — | — | 8,214 | — | (84 | ) | 8,130 | ||||||||||||||||
Total current liabilities | 213,962 | 366,723 | 323,675 | 10,383 | (387,620 | ) | 527,123 | ||||||||||||||||
Long-term debt | — | 452,165 | — | — | — | 452,165 | |||||||||||||||||
Other long-term liabilities | — | — | 13,571 | — | — | 13,571 | |||||||||||||||||
Noncontrolling interests | — | — | 5,792 | — | — | 5,792 | |||||||||||||||||
(Deficit) equity | (213,962 | ) | (168,883 | ) | 650,005 | 55,460 | (536,582 | ) | (213,962 | ) | |||||||||||||
Total liabilities and deficit | $ | — | $ | 650,005 | $ | 993,043 | $ | 65,843 | $ | (924,202 | ) | $ | 784,689 |
(Amounts in thousands) | Parent | Subsidiary Issuer | 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 | ) | |||||||||||||||
Restriction on cash related to Cerberus 3L notes | — | (6,943 | ) | — | — | — | (6,943 | ) | |||||||||||||||
Return of capital from equity method investees | — | — | 2,557 | — | — | 2,557 | |||||||||||||||||
Contributions to equity method investees | — | — | (5,406 | ) | — | — | (5,406 | ) | |||||||||||||||
Net transfers from affiliates | — | — | 50,523 | 18,403 | (68,926 | ) | — | ||||||||||||||||
Net cash (used in) provided by investing activities | — | (6,943 | ) | 40,550 | 18,379 | (68,926 | ) | (16,940 | ) | ||||||||||||||
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 | ) | (49,966 | ) | (18,403 | ) | — | 68,926 | — | ||||||||||||||
Net cash used in financing activities | (557 | ) | (63,804 | ) | (18,403 | ) | (1,878 | ) | 69,865 | (14,777 | ) | ||||||||||||
Net increase (decrease) in cash and cash equivalents | — | — | 11,051 | (1,615 | ) | — | 9,436 | ||||||||||||||||
Cash and cash equivalents, beginning of period | — | — | 95,365 | 13,417 | — | 108,782 | |||||||||||||||||
Cash and cash equivalents, end of period | $ | — | $ | — | $ | 106,416 | $ | 11,802 | $ | — | $ | 118,218 |
(Amounts in thousands) | Parent | Subsidiary Issuer | Subsidiary Guarantors | Subsidiary Non- Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net cash provided by (used in) operating activities | $ | 563 | $ | 33,182 | $ | (9,991 | ) | $ | (3,178 | ) | $ | (1,004 | ) | $ | 19,572 | ||||||||
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 | ) | |||||||||||||||
Borrowings under other financing arrangements | — | — | (2,055 | ) | — | — | (2,055 | ) | |||||||||||||||
Payments under other financing arrangements | — | 1,000 | — | — | — | 1,000 | |||||||||||||||||
Payment of dividends to noncontrolling interests | — | — | — | (2,008 | ) | 1,004 | (1,004 | ) | |||||||||||||||
Net transfers 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 and cash equivalents | — | — | 8,065 | 6,713 | — | 14,778 | |||||||||||||||||
Cash and cash equivalents, beginning of period | — | — | 87,300 | 6,704 | — | 94,004 | |||||||||||||||||
Cash and cash equivalents, end of period | $ | — | $ | — | $ | 95,365 | $ | 13,417 | $ | — | $ | 108,782 |
(Amounts in thousands) | Parent | Subsidiary Issuer | Subsidiary Guarantors | Subsidiary Non- Guarantors | Eliminations | Consolidated | |||||||||||||||||
Net cash provided by operating activities | $ | 333 | $ | 29,545 | $ | (6,454 | ) | $ | 3,650 | $ | (1,697 | ) | $ | 25,377 | |||||||||
Cash flows from investing activities: | |||||||||||||||||||||||
Purchase of property and equipment | — | — | (8,712 | ) | — | — | (8,712 | ) | |||||||||||||||
Proceeds from sale of property and equipment | — | — | 44 | — | — | 44 | |||||||||||||||||
Purchase of software | — | — | (1,631 | ) | — | — | (1,631 | ) | |||||||||||||||
Return of capital from equity method investees | — | — | 5,625 | — | — | 5,625 | |||||||||||||||||
Net transfer (to) from affiliates | — | — | (60,122 | ) | (20,372 | ) | 80,494 | — | |||||||||||||||
Net cash used in investing activities | — | — | (64,796 | ) | (20,372 | ) | 80,494 | (4,674 | ) | ||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||
Borrowings on indebtedness | — | 118,000 | — | — | — | 118,000 | |||||||||||||||||
Payments on indebtedness | — | (208,000 | ) | — | — | — | (208,000 | ) | |||||||||||||||
Payments of deferred financing cost | — | — | (1,740 | ) | — | — | (1,740 | ) | |||||||||||||||
Borrowings under other financing arrangements | — | — | 20,214 | — | — | 20,214 | |||||||||||||||||
Payments under other financing arrangements | — | — | (24,321 | ) | — | — | (24,321 | ) | |||||||||||||||
Payment of dividends to noncontrolling interests | — | — | — | (3,394 | ) | 1,697 | (1,697 | ) | |||||||||||||||
Net transfer (to) from affiliates | (333 | ) | 60,455 | 20,372 | — | (80,494 | ) | — | |||||||||||||||
Net cash (used in) provided by financing activities | (333 | ) | (29,545 | ) | 14,525 | (3,394 | ) | (78,797 | ) | (97,544 | ) | ||||||||||||
Net decrease in cash and cash equivalents | — | — | (56,725 | ) | (20,116 | ) | — | (76,841 | ) | ||||||||||||||
Cash and cash equivalents, beginning of period | — | — | 144,025 | 26,820 | — | 170,845 | |||||||||||||||||
Cash and cash equivalents, end of period | $ | — | $ | — | $ | 87,300 | $ | 6,704 | $ | — | $ | 94,004 |
As of | |||||||
December 31, 2016 | December 31, 2015 | ||||||
(Amounts in thousands) | |||||||
Other assets, net | $ | — | $ | — | |||
Total assets | $ | — | $ | — | |||
Liabilities | $ | 267,392 | $ | 213,962 | |||
Deficit | (267,392 | ) | (213,962 | ) | |||
Total liabilities and deficit | $ | — | $ | — |
For the years ended | |||||||||||
December 31, 2016 | December 31, 2015 | December 31, 2014 | |||||||||
(Amounts in thousands) | |||||||||||
Equity in loss of subsidiaries, net of tax | $ | (54,064 | ) | $ | (132,602 | ) | $ | (269,780 | ) | ||
Loss before income taxes | (54,064 | ) | (132,602 | ) | (269,780 | ) | |||||
Income tax benefit | — | — | — | ||||||||
Net loss | $ | (54,064 | ) | $ | (132,602 | ) | $ | (269,780 | ) |
For the years ended | |||||||||||
December 31, 2016 | December 31, 2015 | December 31, 2014 | |||||||||
(Amounts in thousands) | |||||||||||
Net cash from operating activities | $ | 557 | $ | 563 | $ | 333 | |||||
Net cash from investing activities | — | — | — | ||||||||
Net cash from financing activities | (557 | ) | (563 | ) | (333 | ) | |||||
Net change in cash and cash equivalent | — | — | — | ||||||||
Cash and cash equivalents, beginning of period | — | — | — | ||||||||
Cash and cash equivalents, end of period | $ | — | $ | — | $ | — |
(Amount in thousands) | Beginning of Period | Additions | Deductions from Reserve (1) | End of Period | |||||||||||
Allowance for doubtful accounts: | |||||||||||||||
December 31, 2013 — December 31, 2014 | $ | 1,621 | $ | 3,269 | $ | (154 | ) | $ | 4,736 | ||||||
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 |
(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. |
Name | Age | Position |
James E. Geisler | 50 | Non-executive Chairman of the Board of Directors |
Chan Galbato | 54 | Director |
General Michael Hagee (USMC Ret.) | 72 | Director |
Brett Ingersoll | 53 | Director |
General John Tilelli (USA Ret.) | 75 | Director |
Michael Sanford | 35 | Director |
Kim Fennebresque | 66 | Director |
Lee Van Arsdale | 64 | Director |
Lewis Von Thaer | 56 | Chief Executive Officer and Director |
William T. Kansky | 55 | Senior Vice President and Chief Financial Officer |
Gregory S. Nixon | 53 | Senior Vice President, Chief Administrative Officer, Chief Legal Officer and Corporate Secretary |
George C. Krivo | 54 | Senior Vice President and Chief Operating Officer |
Randall Bockenstedt | 62 | Senior Vice President, DynLogistics |
Mark Mirelez | 46 | Vice President, AELS |
Scott Rauer | 50 | Vice President, AOLC |
Steven T. Schorer | 58 | Vice President, Strategic Development |
Joseph M. Ford | 57 | Senior Vice President, Business Development |
Barbara D. Walker | 56 | Senior Vice President, Human Resources |
Name | Audit (1) | Business Ethics and Compliance (1) | Compensation (1) |
James E. Geisler | X | X | X |
Chan Galbato | X | ||
General Michael Hagee (USMC Ret.) | X | C | X |
Brett Ingersoll | X | C | |
General John Tilelli (USA Ret.) | C | X | X |
Michael Sanford | X | ||
Kim Fennebresque | X | ||
Lewis Von Thaer |
(1) | Lee Van Arsdale was appointed to the Board of Directors in January 2017 and as of January 2017 serves as a member of each of the three standing committees. |
• | Lewis Von Thaer, Chief Executive Officer as of December 31, 2016, who is a named executive officer by reason of his position with us; |
• | William T. Kansky, Senior Vice President and Chief Financial Officer as of December 31, 2016, who is a named executive officer by reason of his position with us; |
• | George C. Krivo, a COAC employee seconded to us as Chief Operating Officer and former Senior Vice President, DynGlobal, who is a named executive officer by reason of his level of compensation as an executive officer; |
• | Gregory S. Nixon, a COAC employee seconded to us as Senior Vice President, Chief Administrative Officer, Chief Legal Officer and Corporate Secretary, who is a named executive officer by reason of his level of compensation as an executive officer; |
• | Steven T. Schorer, Vice President of Strategic Development and former President, Aviation Group Leader, who is a named executive officer by reason of his level of compensation as an executive officer. Effective March 17, 2017, Mr. Schorer's employment as Vice President of Strategic Development was terminated. |
• | providing cash compensation opportunities, including base salary and incentive compensation, to executive officers that, in the aggregate, reflect general industry practice; requiring that in order to earn targeted cash compensation levels, executive officers must meet financial objectives approved in advance by the Compensation Committee; |
• | providing equity and other long-term incentives that reward executives for successful value creation, on terms comparable to those of our investors; and |
• | allowing individual pay levels to vary considerably with individual executive responsibilities, capabilities and performance. |
• | base salary; |
• | an annual incentive bonus, paid in cash; |
• | share based compensation plan; |
• | long-term incentive bonus plan; |
• | a tax-qualified savings plan with matching company contributions; and |
• | perquisites and other personal benefits. |
Covered NEO | Calendar Year | Annual Base Salary | Annual Target Bonus Percentage | Annual Target Bonus Amount | ||||
Mr. Von Thaer | 2016 | $ | 800,000 | 100% | $ | 800,000 | ||
Mr. Kansky | 2016 | $ | 800,000 | 100% | $ | 800,000 | ||
Mr. Krivo (1) | 2016 | $ | — | —% | $ | — | ||
Mr. Nixon (1) | 2016 | $ | — | —% | $ | — | ||
Mr. Schorer | 2016 | $ | 675,000 | 100% | $ | 675,000 |
(1) | As seconded executives, Mr. Krivo and Mr. Nixon do not participate in the MIP. |
Calendar Year Ended | Performance Metric | Performance Targets | Weighting of Performance Metrics | Actual Results | |||
December 31, 2016 | Adjusted EBITDA | $ | 88.1 | million | 60% | $101.0 million | |
Orders (1) | $ | 2,100.0 | million | 20% | $2,582.0 million | ||
Free Cash Flow (2) | $ | 11.0 | million | 20% | $34.0 million |
(1) | Orders utilized for performance metric purposes are calculated as the funded and unfunded net changes to contract values, including exercised and unexercised options as of December 31, 2016. Estimated future task orders under IDIQ contracts are not considered Orders until the task orders are awarded. |
(2) | Free cash flow utilized for performance metric purposes is calculated as cash flows from operating activities less purchased property and equipment and purchased software in calendar year 2016. |
Covered NEO | Calendar Year | Approved Bonus Amount (1) | |||
Mr. Von Thaer | 2016 | $ | 960,000 | ||
Mr. Kansky | 2016 | 960,000 | |||
Mr. Krivo (2) | 2016 | — | |||
Mr. Nixon (2) | 2016 | — | |||
Mr. Schorer (3) | 2016 | — |
(1) | This reflects the bonus amount approved by the Committee on March 7, 2017 for each NEO. As noted above, the approval percentage was 120% as of December 31, 2016. |
(2) | As seconded executives, Mr. Krivo and Mr. Nixon do not participate in the MIP. |
(3) | At the discretion of the Compensation Committee, Mr. Schorer was not awarded incentive bonus compensation based on his calendar year 2016 performance. |
Name and Principal Position | Calendar/ Fiscal Year (1) | Salary ($) | Bonus ($) | Stock (Equity) Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | |||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | |||||||
Lewis Von Thaer Chief Executive Officer | 2016 | 800,000 | 750,000 | 29,903 | 960,000 | 92,253 | 2,632,156 | |||||||
2015 | 338,545 | 500,000 | — | 900,000 | 44,481 | 1,783,026 | ||||||||
William T. Kansky Senior Vice President, Chief Financial Officer | 2016 | 800,000 | — | — | 960,000 | 615,562 | 2,375,562 | |||||||
2015 | 800,000 | — | — | 760,000 | 1,045,600 | 2,605,600 | ||||||||
2014 | 760,000 | — | — | — | 1,073,904 | 1,833,904 | ||||||||
George C. Krivo Senior Vice President, Chief Operating Officer | 2016 | — | — | — | — | 1,318,025 | 1,318,025 | |||||||
2015 | — | — | — | — | 775,755 | 775,755 | ||||||||
2014 | 192,115 | — | 13,179 | — | 409,169 | 614,463 | ||||||||
Gregory S. Nixon Senior Vice President, Chief Administrative Officer, Chief Legal Officer and Corporate Secretary | 2016 | — | — | — | — | 2,003,590 | 2,003,590 | |||||||
2015 | — | — | — | — | 1,766,952 | 1,766,952 | ||||||||
2014 | — | — | — | — | 548,652 | 548,652 | ||||||||
Steven T. Schorer Vice President, Strategic Development | 2016 | 675,000 | — | — | — | 78,542 | 753,542 | |||||||
2015 | 724,365 | 100,000 | — | 641,300 | 1,217,731 | 2,683,396 |
(1) | Information is not presented for Mr. Von Thaer and Mr. Schorer for the periods prior to the year of becoming NEOs. |
(2) | The amounts reported in column (e) represents the aggregate grant date fair value of service-based Class B Interests, which was computed in accordance with FASB Accounting Standards Codification ("ASC") 718, Compensation - Stock Compensation. |
(3) | The amounts reported in column (f) represent cash bonuses that were earned for calendar year 2016, calendar year 2015 and in calendar year 2014 pursuant to our MIP, which is discussed above under the heading “Incentive Bonus Compensation.” |
(4) | The amount of each component of All Other Compensation reported in column (g) for each NEO is set forth in the “All Other Compensation” table below. Compensation for the services rendered by NEOs seconded to the Company by COAC is reflected in the All Other Compensation table. |
Name | Calendar/ Fiscal Year | Cerberus, COAC or Other Service Fees ($) | 401(k) Matching Contributions ($)(1) | Professional Fees and Reimburse-ments ($) | Taxable Relocation ($) | Cost of Insurance Policies ($)(2) | Total Other Compensation ($) | ||||||
Mr. Von Thaer | 2016 | — | 13,000 | 33,292 | — | 45,961 | 92,253 | ||||||
2015 | — | 1,846 | 19,347 | — | 23,288 | 44,481 | |||||||
Mr. Kansky (3) | 2016 | 550,000 | 13,000 | 9,561 | — | 43,001 | 615,562 | ||||||
2015 | 1,000,000 | 7,692 | — | — | 37,908 | 1,045,600 | |||||||
2014 | 1,000,000 | 769 | 33,923 | — | 39,212 | 1,073,904 | |||||||
Mr. Krivo | 2016 (4) | 1,300,000 | — | — | — | 18,025 | 1,318,025 | ||||||
2015 | 758,803 | — | — | — | 16,952 | 775,755 | |||||||
2014 | 353,697 | 8,204 | 29,792 | — | 17,476 | 409,169 | |||||||
Mr. Nixon | 2016 (5) | 2,000,000 | — | — | — | 3,590 | 2,003,590 | ||||||
2015 (5) | 1,750,000 | — | — | — | 16,952 | 1,766,952 | |||||||
2014 | 548,652 | — | — | — | — | 548,652 | |||||||
Mr. Schorer (6) | 2016 | — | 12,115 | 8,598 | — | 57,829 | 78,542 | ||||||
2015 | — | 10,600 | 6,234 | 1,156,427 | 44,470 | 1,217,731 |
(1) | The Company provides a match for 401(k) in accordance with statutory limits and Company policy. |
(2) | Represents the cost of Company-paid term-life insurance policies for our NEOs and our NEOs' share of premiums for business travel accident policies paid on behalf of our NEOs. In 2016, the total value of medical insurance premiums paid for Mr. Von Thaer, Mr. Kansky and Mr. Schorer was $11,575, $25,121 and $16,336, respectively. The total value of short term disability insurance premiums paid for Mr. Von Thaer, Mr. Kansky and Mr. Schorer was $7,270, $5,686 and $4,797, respectively. The total value of executive life insurance paid for Mr. Von Thaer, Mr. Kansky and Mr. Schorer was $6,223, $6,223 and $5,210, respectively. |
(3) | Mr. Kansky provides consulting services to Cerberus through an agreement for which the Company is not a party. The Company has included the amount paid by Cerberus to Mr. Kansky as a component of Mr. Kansky's calendar year 2016, calendar year 2015 and calendar year 2014 compensation. |
(4) | Included in Mr. Krivo's Cerberus, COAC or Other Service Fee compensation is a discretionary service fee payment for calendar year 2016. |
(5) | Included in Mr. Nixon's Cerberus, COAC or Other Service Fee compensation is a discretionary service fee payment for calendar year 2016 and calendar year 2015. |
(6) | Mr. Schorer was not an employee of the Company during calendar year 2014. |
Estimated future payouts under non-equity incentive plan awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock and Option Awards (3) | ||||||||||
Name | Grant Date (1) | Threshold ($) | Target ($) | Maximum ($) | ||||||||
Mr. Von Thaer | November 8, 2016 | — | 800,000 | 1,600,000 | 20,000 | 29,903 | ||||||
Mr. Kansky | — | — | 800,000 | 1,600,000 | — | — | ||||||
Mr. Krivo (4) | — | — | — | — | — | — | ||||||
Mr. Nixon (4) | — | — | — | — | — | — | ||||||
Mr. Schorer | — | — | 675,000 | 1,350,000 | — | — |
(1) | Represents the applicable NEO's Grant Date of Class B-3 Interests. |
(2) | Represents the applicable NEOs' eligibility to earn cash bonuses under our Management Incentive Plan. |
(3) | Represents the applicable NEO's Class B Interests awarded on the applicable Grant Date. Represents the aggregate grant date fair value of service-based Class B-3 Interests issued to Mr. Von Thaer on November 8, 2016, which was computed in accordance with FASB ASC 718, Compensation - Stock Compensation. |
(4) | As seconded employees, Mr. Krivo and Mr. Nixon do not participate in the MIP. |
Stock Awards(1) | |||||
Name | Number of shares or units of stock that have not vested (#) | Market value of shares or units or stock that have not vested ($)(2) | |||
Mr. Von Thaer (3) | 15,000 | — | |||
Mr. Kansky | — | — | |||
Mr. Krivo | — | — | |||
Mr. Nixon | — | — | |||
Mr. Schorer | — | — |
(1) | Represents awards of Class B Interests issued to our named executive officers under the Equity Incentive Plan. These awards are intended to qualify as profits interests under Revenue Procedure 93-27. The awards are subject to vesting, as discussed above, and do not expire. Additional details regarding the awards are presented under the heading of Equity Incentive Plan, above. |
(2) | The value of the Class B-3 Interests in based on future events and distributions, which cannot be determined as of this time. |
(3) | Mr. Von Thaer was awarded 20,000 Class B-3 Interests through the Equity Incentive Plan. The Class B-3 Interests shall vest in four equal installments of 25% each on the grant date, and then on June 15, 2017, June 15, 2018 and June 15, 2019, subject to his continued employment with the Company or its subsidiaries on each vesting date. |
Stock Awards | |||||
Name | Number of shares acquired upon vesting (#) | Market value of shares realized upon vesting ($) | |||
Mr. Von Thaer | 5,000 | — | |||
Mr. Kansky | — | — | |||
Mr. Krivo | — | — | |||
Mr. Nixon | — | — | |||
Mr. Schorer | — | — |
(1) | Represents the market value of the Class B-3 Interests issued to Mr. Von Thaer, which vested as of the grant date. These awards are intended to qualify as profits interests under Revenue Procedure 93-27 and have a zero liquidation value as of the grant date. The value of the Class B-3 Interests is based on future events and distributions, which cannot be determined as of this time. |
• | a payment of his base salary shall be paid in one lump sum after the 60th day following the date of termination; |
• | the unpaid portion of any prior year bonus, if any, relating to the calendar year prior to the calendar year of his termination paid at the same time as other executives remaining at the company are paid their prior year bonus; |
• | an amount equal to payment of the executive bonus at target for the year of his termination shall be paid in one lump sum at the same time as other executives remaining at the company are paid their current year bonus but not later than 60 days following the completion of the company's audit financial statements for the year in which the executive is terminated; |
• | reimbursement on a monthly basis for the cost of continued medical coverage for the same portion of his COBRA health insurance premium beginning on the 60th day following termination and continuing for a maximum of twelve months following the termination date to the extent Mr. Von Thaer elects continuation of such coverage and is eligible to receive coverage; and |
• | reimbursement of any other unpaid accrued benefits paid in accordance with customary payroll policy of the company. |
• | a payment of his base salary for a period of two years following the date of termination. One year of the base salary shall be paid in lump sum within 45 days following the date of termination. The remainder shall be paid in accordance with customary payroll services; |
• | an amount equal to Mr. Kansky's bonus at target for a period of two years. One year of the bonus shall be paid within forty five days following the date of termination, the second year shall be payable in lump sum on the anniversary date of termination; and |
• | reimbursement on a monthly basis for the cost of continued medical coverage for the same portion of his COBRA health insurance premium beginning on the 60th day following termination and continuing for a maximum of eighteen months following the termination date to the extent Mr. Kansky elects continuation of such coverage and is eligible to receive coverage. |
• | accrued employee benefits and bonus payment equal to the amount earned by Mr. Von Thaer based on the Company's performance targets being met in the prior completed fiscal year, payable when such bonus is paid to other executives, if not already paid. |
• | accrued employee benefits and payment equal to the pro-rated portion of the bonus that would have been payable to Mr. Kansky through the termination date; based on the Company's performance targets being met from the beginning of the fiscal year through the termination date, payable when such bonus is paid to other executives. |
• | a prorated portion of the Bonus that would have been payable to Mr. Kansky through the termination date, based on performance through the termination date (when bonuses are otherwise paid to executives) and |
• | a lump sum payment equal to three times the sum of Base Salary plus Bonus (at Target), payable on the 60th day following termination and |
• | reimbursement on a monthly basis for the cost of continued medical coverage for the same portion of his COBRA health insurance premium beginning on the 60th day following termination and continuing for a maximum of eighteen months following the termination date to the extent Mr. Kansky elects continuation of such coverage and is eligible to receive coverage. |
• | the cash incentive bonus or any other cash payment under any retention bonus agreement; |
• | cash severance payments related to the executive's base salary and annual bonus; |
• | any other cash amount payable and any benefit valued as a parachute payment; and |
• | acceleration of vesting of equity awards. |
Name (a)(1) | Fees Earned or Paid in Cash ($) (b) | Stock (Equity) Awards ($)(1) (c) | All Other Compensation ($) (d) | Total ($) (e) | ||||
James Geisler | 105,000 | — | — | 105,000 | ||||
Chan Galbato (2) | — | — | — | — | ||||
General Michael Hagee (USMC Ret.) | 110,000 | — | — | 110,000 | ||||
Brett Ingersoll (2) | — | — | — | — | ||||
General John Tilelli (USA Ret.) | 110,000 | — | — | 110,000 | ||||
Michael Sanford (2) | — | — | — | — | ||||
Kim Fennebresque | 85,000 | — | — | 85,000 | ||||
Lee Van Arsdale (3) | — | — | — | — | ||||
Lewis Von Thaer (4) | — | — | — | — |
(1) | No new stock awards were issued to any of our Directors in 2016. |
(2) | Mr. Galbato is Chief Executive Officer of Cerberus Operations and Advisory Company, LLC ("COAC"), and Mr. Ingersoll and Mr. Sanford are principals of Cerberus Capital Management, L.P. (“Cerberus”) which owns 100% of the Company. As Cerberus executives, Mr. Galbato, Mr. Ingersoll and Mr. Sanford are not paid by the Company for their services as directors or members of the committees. |
(3) | Mr. Van Arsdale was appointed to the Board of Directors in January 2017 and did not receive payment as a Director of the Company during calendar year 2016. |
(4) | Mr. Von Thaer, as Chief Executive Officer, is not paid by the Company for his service as a director. |
Name and Address of Beneficial Owner | Class A Common Stock | Percent of Class | ||
5% Beneficial Owners: | ||||
Cerberus Capital Management, L.P. (1) | 100 | 100 | % | |
Directors and Named Executive Officers: | ||||
James E. Geisler | — | — | ||
Chan Galbato | — | — | ||
General Michael Hagee (USMC Ret.) | — | — | ||
Brett Ingersoll | — | — | ||
General John Tilelli (USA Ret.) | — | — | ||
Michael Sanford | — | — | ||
Kim Fennebresque | — | — | ||
Lee Van Arsdale | ||||
Lewis Von Thaer | — | — | ||
William T. Kansky | — | — | ||
Gregory S. Nixon | — | — | ||
George C. Krivo | — | — | ||
Steven T. Schorer | — | — | ||
All Directors and Executive Officers as a Group (13 persons) | — | — |
(1) | Funds and/or managed accounts that are affiliates of Cerberus own 100% of the common stock of the Company. Cerberus owns 90% of the stock of Holdings directly and owns the other 10% of Holdings stock indirectly through DynCorp Management LLC, which Cerberus controls through its ownership of all of its class A common interests. Stephen Feinberg as founder of Cerberus holds authority over voting and investment activities of such securities owned by affiliates of Cerberus. The address for Cerberus Capital Management, L.P. is 299 Park Avenue, New York, NY 10171. |
Deloitte & Touche LLP | Calendar Year 2016 | Calendar Year 2015 | ||||
Audit Fees (1) | $ | 2,357,831 | $ | 2,087,500 | ||
Audit-Related Fees (2) | 28,747 | 19,928 | ||||
Tax Fees (3) | 64,733 | 35,649 | ||||
All Other Fees (4) | 7,352 | 2,600 |
(1) | Audit fees principally include fees for services related to the annual audit of the consolidated financial statements, reviews of our interim quarterly financial statements and other filings. |
(2) | Audit-related fees principally include those for statutory audits. |
(3) | Tax fees include domestic tax advisory services related to state and local taxes and international tax advisory services principally related to international tax return preparation and employment tax matters. |
(4) | All other fees consists of subscription fees billed for the Deloitte Accounting Research Tool in calendar year 2016 and 2015. |
• | Report of Independent Registered Public Accounting Firm |
• | Consolidated Statements of Operations for the years ended December 31, 2016, December 31, 2015 and December 31, 2014. |
• | Consolidated Statements of Comprehensive Loss for the years ended December 31, 2016, December 31, 2015 and December 31, 2014. |
• | Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015. |
• | Consolidated Statements of Cash Flows for the years ended December 31, 2016, December 31, 2015 and December 31, 2014. |
• | Consolidated Statements of Equity (Deficit) for the years ended December 31, 2016, December 31, 2015 and December 31, 2014. |
• | Notes to the Consolidated Financial Statements of Delta Tucker Holdings, Inc. |
• | Schedule I - Condensed Financial Information of Registrant. |
• | Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2016, December 31, 2015 and December 31, 2014. |
Exhibit No. | Description | |
2.1 | Agreement and Plan of Merger, dated as of April 11, 2010, by and among DynCorp International Inc., Delta Tucker Holdings, Inc. and Delta Tucker Sub, Inc. (incorporated by reference to Exhibit No. 2.1 to DynCorp International Inc.'s Current Report on Form 8-K filed with the SEC on April 12, 2010). | |
3.1 | Certificate of Incorporation of Delta Tucker Holdings, Inc. (incorporated by reference to Exhibit 3.1 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011). | |
3.2 | By-laws of Delta Tucker Holdings, Inc. (incorporated by reference to Exhibit 3.2 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011). | |
3.3 | Certificate of Incorporation of DynCorp International, Inc. (incorporated by reference to Exhibit 3.1 to DynCorp International Inc.'s Current Report on Form 8-K filed with the SEC on July 8, 2010). | |
3.4 | By-laws of DynCorp International, Inc., as amended on November 5, 2013 (incorporated by reference to Exhibit 3.26 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014). | |
3.5 | Articles of Incorporation of Casals & Associates, Inc. (incorporated by reference to Exhibit 3.5 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2010). | |
3.6 | By-laws of Casals & Associates, Inc. (incorporated by reference to Exhibit 3.6 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011). | |
3.7 | Certificate of Incorporation of DIV Capital Corporation (incorporated by reference to Exhibit 3.3 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005). | |
3.8 | Bylaws of DIV Capital Corporation (incorporated by reference to Exhibit 3.4 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005). | |
3.9 | Certificate of Formation of DTS Aviation Services LLC (incorporated by reference to Exhibit 3.11 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005). | |
3.10 | Limited Liability Company Operating Agreement of DTS Aviation Services LLC (incorporated by reference to Exhibit 3.12 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005). |
3.11 | Certificate of Formation of DynCorp International LLC (incorporated by reference to Exhibit 3.11 to Delta Tucker Holdings, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2016). | |
3.12 | Amended and Restated Operating Agreement of DynCorp International LLC (incorporated by reference to Exhibit 3.2 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005). | |
3.13 | Articles of Organization of Dyn Marine Services of Virginia LLC (incorporated by reference to Exhibit 3.21 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005). | |
3.14 | Limited Liability Company Agreement of Dyn Marine Services of Virginia LLC (incorporated by reference to Exhibit 3.22 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005). | |
3.15 | Certificate of Formation of DynCorp Aerospace Operations LLC (incorporated by reference to Exhibit 3.13 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005). | |
3.16 | Limited Liability Company Agreement of DynCorp Aerospace Operations LLC (incorporated by reference to Exhibit 3.14 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005). | |
3.17 | Articles of Organization of DynCorp International Services LLC (incorporated by reference to Exhibit 3.17 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011). | |
3.18 | Limited Liability Company Agreement of DynCorp International Services LLC (incorporated by reference to Exhibit 3.18 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011). | |
3.19 | Articles of Organization of Heliworks LLC (incorporated by reference to Exhibit 3.19 to Delta Tucker Holdings, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2016). | |
3.20 | Operating Agreement of Heliworks LLC (incorporated by reference to Exhibit 3.20 to Delta Tucker Holdings, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2016). | |
3.21 | Articles of Organization of Phoenix Consulting Group, LLC (incorporated by reference to Exhibit 3.21 to Delta Tucker Holdings, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2016). | |
3.22 | Limited Liability Company Agreement of Phoenix Consulting Group, LLC (incorporated by reference to Exhibit 3.22 to Delta Tucker Holdings, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2016). | |
3.23 | Certificate of Formation of Services International LLC (incorporated by reference to Exhibit 3.23 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005). | |
3.24 | Limited Liability Company Agreement of Services International LLC (incorporated by reference to Exhibit 3.24 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005). | |
3.25 | Certificate of Formation of Worldwide Management and Consulting Services LLC, f/k/a Worldwide Humanitarian Services LLC (incorporated by reference to Exhibit 3.25 to Delta Tucker Holdings, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2016). | |
3.26 | Amended and Restated Limited Liability Company Agreement of Worldwide Humanitarian Services LLC (incorporated by reference to Exhibit 3.26 to DynCorp International LLC's Amendment No. 1 to Registration Statement on Form S-4/A (Reg. No. 333-127343) filed with the SEC on September 27, 2005). | |
3.27 | Certificate of Formation of Worldwide Recruiting and Staffing Services LLC (incorporated by reference to Exhibit 3.28 to DynCorp International LLC's Annual Report on Form 10-K filed with the SEC on June 20, 2007). | |
3.28 | Second Amended and Restated Limited Liability Company Agreement of Worldwide Recruiting and Staffing Services LLC (incorporated by reference to Exhibit 3.29 to DynCorp International LLC's Annual Report on Form 10-K filed with the SEC on June 20, 2007). | |
4.1 | Indenture dated as of July 7, 2010, among DynCorp International Inc., the guarantors named therein and Wilmington Trust FSB, as trustee, relating to DynCorp International Inc.'s 10.375% Senior Notes due 2017 (incorporated by reference to Exhibit 4.1 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011). | |
4.2 | Form of DynCorp International Inc.'s 10.375% Senior Notes due 2017 (included in the Indenture filed as Exhibit 4.1). | |
4.3 | Supplemental Indenture No. 1 dated as of August 17, 2012, to the Senior Unsecured Notes Indenture, among Heliworks LLC, DynCorp International Inc. and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB (incorporated by reference to Exhibit 4.3 to Delta Tucker Holdings, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2016). | |
4.4 | Supplemental Indenture No. 2, dated as of May 23, 2016, to the Senior Unsecured Notes Indenture, among DynCorp International Inc. and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB (incorporated by reference to Exhibit 4.1 to Delta Tucker Holdings, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2016). |
4.5 | Indenture, dated as of June 15, 2016, among DynCorp International, the Guarantors party thereto and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to Delta Tucker Holdings, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2016). | |
4.6 | Form of DynCorp International Inc.'s 11.875% Senior Secured Second Lien Notes due 2020 (included in the Indenture filed as Exhibit 4.5). | |
4.7 | Supplemental Indenture No. 1, dated as of August 26, 2016, to the New Notes Indenture, among DynCorp International, Highground Global, Inc., Culpeper National Security Solutions LLC and Wilmington Trust, National Association, as trustee, to the Indenture (incorporated by reference to Exhibit 4.1 to Delta Tucker Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2017). | |
4.8 | Intercreditor Agreement, dated as of June 15, 2016, among the administrative agent and the collateral agent under the Credit Agreement, the Collateral Agent under the Indenture, and the collateral agent under the Third Lien Credit Agreement (incorporated by reference to Exhibit 4.2 to Delta Tucker Holdings, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2016). | |
10.1 | Credit Agreement, dated as of July 7, 2010, among DynCorp International Inc., as borrower, the guarantors party thereto, Bank of America, N.A., as administrative and collateral agent, and the lenders and other agents party thereto (incorporated by reference to Exhibit 10.1 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011). | |
10.2 | Security Agreement, dated as of July 7, 2010, among DynCorp International Inc., the other grantors party thereto, and Bank of America, N.A., as collateral agent (incorporated by reference to Exhibit 10.2 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011). | |
10.3 | Registration Rights Agreement, dated as of July 7, 2010, among DynCorp International Inc., the guarantors party thereto and the initial purchasers party thereto (incorporated by reference to Exhibit 10.3 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011). | |
10.4 | Master Consulting and Advisory Services Agreement, dated as of July 7, 2010, between Cerberus Operations and Advisory Company, LLC and DynCorp International Inc. (incorporated by reference to Exhibit 10.4 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011). | |
10.5 | Employment Agreement, effective as of December 22, 2010, between DynCorp International Inc. and Steven F. Gaffney (incorporated by reference to Exhibit 10.5 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011). | |
10.6 | Employment Agreement, effective as of August 1, 2010, between DynCorp International Inc. and William T. Kansky (incorporated by reference to Exhibit 10.6 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011). | |
10.7 | Logistics Civil Augmentation Program contract (incorporated by reference to Exhibit 10.18 to Delta Tucker Holdings, Inc.'s Registration Statement on Form S-4 (Reg. No. 333-173746) filed with the SEC on April 27, 2011). | |
10.8 | Amendment and Waiver, dated as of January 21, 2011, to the Credit Agreement, dated as of July 7, 2010, among DynCorp International Inc., Delta Tucker Holdings, Inc., The subsidiary guarantors party thereto, The lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to Delta Tucker Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2011). | |
10.9 | Amendment No. 2, dated as of August 10, 2011, to the Credit Agreement, dated as of July 7, 2010, among DynCorp International Inc., Delta Tucker Holdings, Inc., the subsidiary guarantors party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Delta Tucker Holdings, Inc.'s Current Report on Form 8-K filed with the SEC on August 12, 2011.) | |
10.10 | Amendment No. 3, dated as of June 19, 2013, to the Credit Agreement, dated as of July 7, 2010, among DynCorp International, Holdings, the other Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.14 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2015). | |
10.11 | Employment Agreement, effective as of December 13, 2013, between DynCorp International LLC. and William T. Kansky (incorporated by reference to Exhibit 10.15 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014). | |
10.12 | Executed Employment Agreement, effective as of November 7, 2013, between DynCorp International LLC and Christopher Bernhardt (incorporated by reference to Exhibit 10.16 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014). | |
10.13 | Employment Agreement, effective as of March 5, 2014, between DynCorp International LLC. and George Krivo (incorporated by reference to Exhibit 10.18 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014). | |
10.14 | Award Agreement, dated as of December 28, 2013, by and between DynCorp Management LLC and William T. Kansky (incorporated by reference to Exhibit 10.19 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014). | |
10.15 | Award Agreement, dated as of December 26, 2013, by and between DynCorp Management LLC and Christopher Bernhardt (incorporated by reference to Exhibit 10.20 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014). | |
10.16 | Award Agreement, dated as of December 20, 2013, by and between DynCorp Management LLC and James E. Geisler (incorporated by reference to Exhibit 10.22 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014). |
10.17 | Award Agreement, dated as of January 7, 2014, by and between DynCorp Management LLC and Steven F. Gaffney (incorporated by reference to Exhibit 10.23 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014). | |
10.18 | Award Agreement, dated as of January 1, 2014, by and between DynCorp Management LLC and John Tilelli (incorporated by reference to Exhibit 10.24 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014). | |
10.19 | Award Agreement, dated as of December 26, 2013, by and between DynCorp Management LLC and Michael Hagee (incorporated by reference to Exhibit 10.25 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014). | |
10.20 | Long Term Cash Incentive Bonus Agreement, dated as of December 17, 2013, by and between DynCorp International LLC and James E. Geisler (incorporated by reference to Exhibit 10.26 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014). | |
10.21 | Long Term Cash Incentive Bonus Agreement, dated as of December 17, 2013, by and between DynCorp International LLC and Michael Hagee (incorporated by reference to Exhibit 10.27 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014). | |
10.22 | Long Term Cash Incentive Bonus Agreement, dated as of December 17, 2013, by and between DynCorp International LLC and John Tilelli (incorporated by reference to Exhibit 10.28 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014). | |
10.23 | Award Agreement, dated as of April 1, 2014, by and between DynCorp Management LLC and George C. Krivo (incorporated by reference to Exhibit 10.29 to Delta Tucker Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2014). | |
10.24 | Employment Agreement, effective as of July 2, 2014, by and between DynCorp International LLC and S. Gordon Walsh (incorporated by reference to Exhibit 10.30 to Delta Tucker Holdings, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2014). | |
10.25 | Amendment No. 4 and Waiver, dated as of November 5, 2014, to the Credit Agreement, dated as of July 7, 2010, among DynCorp International, Holdings, the other Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Delta Tucker Holdings, Inc.'s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014). | |
10.26 | Secondment Agreement, effective August 8, 2014, by and among Cerberus Operations and Advisory Company, LLC, DynCorp International LLC, and James E. Geisler (incorporated by reference to Exhibit 10.30 to Delta Tucker Holdings, Inc.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2015). | |
10.27 | Employment Agreement, effective as of June 15, 2015, by and between DynCorp International LLC and Lewis Von Thaer (incorporated by reference to Exhibit 10.31 to Delta Tucker Holdings, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2015). | |
10.28 | Employment Agreement, effective as of May 1, 2015, between DynCorp International LLC and Steven Schorer (incorporated by reference to Exhibit 10.28 to Delta Tucker Holdings, Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2016). | |
10.29 | Amendment No. 5 and Waiver, dated as of April 30, 2016, to the Credit Agreement, dated as of July 7, 2010, among DynCorp International Inc., Delta Tucker Holdings, Inc., the other Guarantors party thereto, the several banks and other financial institutions or entities from time to time parties thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Delta Tucker Holdings, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2016). | |
10.30 | Third Lien Credit Agreement, dated as of June 15, 2016, among DynCorp International, Holdings, the Guarantors party thereto and DynCorp Funding LLC (incorporated by reference to Exhibit 10.1 to Delta Tucker Holdings, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2016). | |
10.31 | Amendment No. 6, dated as of August 22, 2016, to the Credit Agreement, dated as of July 7, 2010, among DynCorp International, Holdings, the Subsidiary Guarantors party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Delta Tucker Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2016). | |
21.1* | List of subsidiaries of Delta Tucker Holdings, Inc. | |
31.1* | Certification of the Chief Executive Officer of Delta Tucker Holdings, Inc. pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2* | Certification of the Chief Financial Officer of Delta Tucker Holdings, Inc. pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2* | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS XBRL | Instance document | |
101.SCH XBRL | Taxonomy Extension Schema | |
101.CAL XBRL | Taxonomy Extension Calculation Linkbase | |
101.DEF XBRL | Taxonomy Extension Definition Linkbase | |
101.LAB XBRL | Taxonomy Extension Labels Linkbase |
101.PRE XBRL | Taxonomy Extension Presentation Linkbase | |
* | Filed herewith. |
DELTA TUCKER HOLDINGS, INC. | ||
/s/ Lewis Von Thaer | ||
Lewis Von Thaer | ||
Chief Executive Officer | ||
Date: | March 29, 2017 |
Signature | Title | Date |
/s/ Lewis Von Thaer | Chief Executive Officer and Director (Principal Executive Officer) | March 29, 2017 |
Lewis Von Thaer | ||
/s/ William T. Kansky | Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | March 29, 2017 |
William T. Kansky | ||
/s/ James E. Geisler | Non-executive Chairman of the Board of Directors | March 29, 2017 |
James E. Geisler | ||
/s/ Chan Galbato | Director | March 29, 2017 |
Chan Galbato | ||
/s/ General Michael Hagee | Director | March 29, 2017 |
General Michael Hagee (USMC Ret.) | ||
/s/ Brett Ingersoll | Director | March 29, 2017 |
Brett Ingersoll | ||
/s/ General John Tilelli | Director | March 29, 2017 |
General John Tilelli (USA Ret.) | ||
/s/ Michael Sanford | Director | March 29, 2017 |
Michael Sanford | ||
/s/ Kim Fennebresque | Director | March 29, 2017 |
Kim Fennebresque | ||
/s/ Lee Van Arsdale | Director | March 29, 2017 |
Lee Van Arsdale |
Exhibit 21.1 | |
Subsidiary Name | State of Incorporation or Organization |
Casals & Associates, Inc. | Virginia |
DIV Capital Corporation | Delaware |
DTS Aviation Services LLC | Nevada |
DynCorp International LLC | Delaware |
Dyn Marine Services of Virginia LLC | Virginia |
DynCorp Aerospace Operations LLC | Delaware |
DynCorp International Services LLC | Virginia |
Phoenix Consulting Group, LLC | Alabama |
Services International LLC | Delaware |
Worldwide Humanitarian Services LLC | Delaware |
Worldwide Recruiting and Staffing Services LLC | Delaware |
DynCorp International Inc. | Delaware |
Heliworks LLC | Florida |
Global Aviation Consultancy Services LLC | Delaware |
DynCorp International (UK) Ltd. (formerly DCH Ltd.) | United Kingdom |
DynCorp (Aust.) Pty. Limited | Australia |
DynCorp Aerospace Operations (U.K.) Ltd. | United Kingdom |
DynCorp International Services GmbH | Germany |
DI Aerospace Integrated Solutions Ltda | Columbia |
DI Air Columbia SAS | Columbia |
AVICOM do Brasil Manutencao de Aeronaves Ltda | Brazil |
Airport & MRO Facilities Nigeria Limited | Nigeria |
Culpepper National Security Solutions LLC | Delaware |
Highground Global, Inc. | Delaware |
1. | I have reviewed this Annual Report on Form 10-K of Delta Tucker Holdings, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Lewis Von Thaer | ||
Lewis Von Thaer | ||
Chief Executive Officer | ||
(Principal Executive Officer) | ||
Date: | March 29, 2017 |
1. | I have reviewed this Annual Report on Form 10-K of Delta Tucker Holdings, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ William T. Kansky | ||
William T. Kansky | ||
Senior Vice President and Chief Financial Officer | ||
(Principal Financial Officer) | ||
Date: | March 29, 2017 |
(1) | the Annual Report of the Company on Form 10-K for the period ended December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Lewis Von Thaer | ||
Lewis Von Thaer | ||
Chief Executive Officer | ||
Date: | March 29, 2017 |
(1) | the Annual Report of the Company on Form 10-K for the period ended December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ William T. Kansky | ||
William T. Kansky | ||
Senior Vice President and Chief Financial Officer | ||
Date: | March 29, 2017 |
Document and Entity Information - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Mar. 29, 2017 |
Jun. 24, 2016 |
|
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Delta Tucker Holdings, Inc. | ||
Entity Central Index Key | 0001514226 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2016 | ||
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 Operations - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Income Statement [Abstract] | |||
Revenue | $ 1,836,154 | $ 1,923,177 | $ 2,252,309 |
Cost of services | (1,636,331) | (1,721,679) | (2,072,865) |
Selling, general and administrative expenses | (139,531) | (144,675) | (146,881) |
Depreciation and amortization expense | (34,889) | (34,986) | (48,582) |
Earnings from equity method investees | 1,066 | 140 | 10,077 |
Impairment of goodwill, intangibles and long lived assets | (1,782) | (96,696) | (214,004) |
Operating income | 24,687 | (74,719) | (219,946) |
Interest expense | (72,361) | (68,824) | (70,783) |
Loss on early extinguishment of debt | (328) | 0 | (1,362) |
Interest income | 212 | 110 | 221 |
Other income (loss), net | 4,935 | 3,968 | 3,680 |
Loss before income taxes | (42,855) | (139,465) | (288,190) |
(Provision) benefit for income taxes | (10,138) | 8,672 | 20,570 |
Net (loss) income | (52,993) | (130,793) | (267,620) |
Noncontrolling interests | (1,071) | (1,809) | (2,160) |
Net loss attributable to Delta Tucker Holdings, Inc. | $ (54,064) | $ (132,602) | $ (269,780) |
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (52,993) | $ (130,793) | $ (267,620) |
Other comprehensive loss, net of tax: | |||
Foreign currency translation adjustment | (233) | (122) | (131) |
Other comprehensive loss, before tax | (233) | (122) | (131) |
Income tax benefit related to items of other comprehensive loss | 83 | 43 | 47 |
Other comprehensive loss | (150) | (79) | (84) |
Comprehensive loss | (53,143) | (130,872) | (267,704) |
Comprehensive loss attributable to noncontrolling interests | (1,071) | (1,809) | (2,160) |
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | $ (54,214) | $ (132,681) | $ (269,864) |
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 17,189 | $ 16,283 |
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 Equity (Deficit) - USD ($) $ in Thousands |
Total |
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
Total Equity (Deficit) Attributable to Delta Tucker Holdings, Inc. |
Noncontrolling Interests |
---|---|---|---|---|---|---|---|
Balance, beginning of period at Dec. 31, 2013 | $ 189,660 | $ 0 | $ 549,581 | $ (365,599) | $ (197) | $ 183,785 | $ 5,875 |
Balance, beginning of period, Shares at Dec. 31, 2013 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share based compensation, net | 3,184 | 3,184 | 3,184 | ||||
Net Income (Loss) Attributable to Parent | (269,780) | ||||||
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | (267,704) | (269,780) | (84) | (269,864) | 2,160 | ||
DIFZ financing, net of tax | 129 | 129 | 129 | ||||
Dividends declared to noncontrolling interest | (2,546) | (2,546) | |||||
Balance, end of period at Dec. 31, 2014 | (77,277) | $ 0 | 552,894 | (635,379) | (281) | (82,766) | 5,489 |
Balance, end of period, Shares at Dec. 31, 2014 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share based compensation, net | 379 | 379 | 379 | 0 | |||
Net Income (Loss) Attributable to Parent | (132,602) | ||||||
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | (130,872) | (132,602) | (79) | (132,681) | 1,809 | ||
DIFZ financing, net of tax | 106 | 106 | 106 | ||||
Capital contribution | 1,000 | 1,000 | 1,000 | ||||
Dividends declared to noncontrolling interest | (1,506) | (1,506) | |||||
Balance, end of period at Dec. 31, 2015 | $ (208,170) | $ 0 | 554,379 | (767,981) | (360) | (213,962) | 5,792 |
Balance, end of period, Shares at Dec. 31, 2015 | 100 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share based compensation, net | $ 86 | 86 | 86 | ||||
Net Income (Loss) Attributable to Parent | (54,064) | (54,064) | |||||
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | (53,143) | (150) | (54,214) | 1,071 | |||
DIFZ financing, net of tax | 148 | 148 | 148 | ||||
Capital contribution | 550 | 550 | 550 | ||||
Dividends declared to noncontrolling interest | (1,408) | (1,408) | |||||
Balance, end of period at Dec. 31, 2016 | $ (261,937) | $ 0 | $ 555,163 | $ (822,045) | $ (510) | $ (267,392) | $ 5,455 |
Balance, end of period, Shares at Dec. 31, 2016 | 100 | 0 |
Significant Accounting Policies and Accounting Developments |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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"). Pending Debt Maturities As described further in Note 7, the credit agreement governing the New Senior Credit Facility contains a provision that would result in all outstanding principal under the New Term Loan and the class B revolving facility maturing on May 8, 2017 if by May 8, 2017 all of the outstanding principal of the Senior Unsecured Notes has 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 have not been paid in full with the proceeds of new equity, capital contributions or new unsecured debt that is expressly subordinated to the New Senior Credit Facility. The Company has received a support letter from Cerberus (the “Support Letter”) committing to fund the redemption of all outstanding Senior Unsecured Notes on or before May 5, 2017 with the proceeds of new equity or capital contributions (the “New Cerberus Financing”). The Support Letter is irrevocable and unconditional, except in the limited circumstances of a material adverse change in the operations, liabilities or financial condition of DynCorp International and its subsidiaries, taken as a whole, as a result of pending or threatened claims, litigation or judgments between the date of the Support Letter and May 5, 2017 in excess of any accruals or reserves reflected in the Company’s audited financial statements as of December 31, 2016 (the “Material Adverse Change Condition”). We have therefore sent a notice of redemption to the holders of the Senior Unsecured Notes for a redemption of all of the remaining Senior Unsecured Notes on April 24, 2017, conditioned on the receipt of the proceeds of the New Cerberus Financing or other equity and/or debt financings and/or capital contributions. Since Cerberus has agreed to provide the New Cerberus Financing irrevocably and unconditionally except in the limited circumstances of the Material Adverse Change Condition, the Company expects to complete the redemption before May 8, 2017, in which case the maturity dates of the New Term Loan and the class B revolving facility would remain at July 7, 2020 and July 7, 2019, respectively, and not be accelerated. Fiscal Year The Company's quarterly periods end 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, 2016, December 31, 2015 and December 31, 2014. 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 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. Economic rights in active joint ventures that are operationally integral are indicated by the ownership percentages in the table listed below.
Economic rights in an active joint venture that the Company does not consider operationally integral are indicated by the ownership percentage in the table listed below.
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 loss before income taxes resulting from changes in contract estimates, for the years ended December 31, 2016, December 31, 2015 and December 31, 2014.
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 million in cash for the Cerberus 3L Notes under the Third Lien Credit Agreement. The proceeds are restricted to pay fees and expenses in support of or related to the Company's Global Advisory Group. As of December 31, 2016, the Company classified the restricted cash related to the Third Lien Credit Agreement as a current asset. The increase and decrease of restricted cash related to the Third Lien Credit Agreement are included as investing activities within our consolidated statement of cash flows. 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:
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 an event occurs or circumstances change to suggest that the carrying value may not be recoverable. The first step of the impairment test compares the fair value of each of our reporting units with its carrying amount, including indefinite-lived assets. If the fair value of a reporting unit exceeds its carrying amount, the indefinite-lived assets of the reporting unit are not considered impaired, and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of the impairment loss, if any. 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. 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 loss. Our foreign currency transactional gains and losses were not material for the calendar years ended December 31, 2016, December 31, 2015 and December 31, 2014. Operating Segments In October 2016, the Company amended its organizational structure. The Company’s previous two operating and reporting segments, DynAviation and DynLogistics, were re-aligned into three operating and reporting segments: Aviation Engineering, Logistics, and Sustainment ("AELS"), Aviation Operations and Life Cycle Management ("AOLC") and DynLogistics. Our chief operating decision maker, Chief Executive Officer Lewis Von Thaer, assesses performance and allocates resources based upon the separate financial information around the Company’s operating segments, which is comprised of numerous contracts. Recently Adopted Accounting Standards In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Topic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statements are issued on both an interim and annual basis. If such conditions or events exist, an entity should disclose that there is substantial doubt about the entity’s ability to continue as a going concern for a period of one year following the date its financial statements are issued. Disclosure should include the principal conditions or events that raise substantial doubt, management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations, and management’s plans that are intended to alleviate those conditions or events. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and for interim reporting periods thereafter and early adopted is permitted. We adopted ASU 2014-15 as of December 31, 2016. The adoption of ASU 2014-15 did not have a material impact on our consolidated financial statements or disclosures. In January 2015, the FASB issued Accounting Standards Update ("ASU") No. 2015-01, Income Statement-Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU 2015-01 eliminates from GAAP the concept of extraordinary items. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and may be applied either prospectively or retrospectively to all prior periods presented in the financial statements. We prospectively adopted ASU No. 2015-01 during the year ended December 31, 2016. The adoption of this guidance did not have a material impact on our consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 changes the consolidation guidance to address concerns of stakeholders that current accounting for certain legal entities might require a reporting entity to consolidate another legal entity in situations in which the reporting entity’s contractual rights do not give it the ability to act primarily on its own behalf, the reporting entity does not hold a majority of the legal entity’s voting rights, or the reporting entity is not exposed to a majority of the legal entity’s economic benefits or obligations. ASU 2015-02 will be effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. We retrospectively adopted ASU No. 2015-02 during the year ended December 31, 2016. The adoption of this standard did not have a material impact on our consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires that deferred financing costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset, consistent with debt discounts. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update is effective for fiscal years beginning after December 15, 2015, and required retrospective application. We adopted ASU 2015-03 during the year ended December 31, 2016 and applied its provisions retrospectively. The adoption of ASU 2015-03 resulted in the reclassification of current deferred financing costs, net, of $2.4 million related to our term loan (the "Term Loan") under the Senior Credit Facility (as defined in Note 7) and revolving credit facility under the Senior Credit Facility (the "Revolver") from prepaid expenses and other current assets to the current portion of long-term debt and the reclassification of deferred financing costs, net, of $2.8 million related to our Senior Unsecured Notes from total other assets, net, to long-term debt within our Consolidated Balance Sheets as of December 31, 2015. Adoption of this standard did not impact the results of operations, retained earnings, or cash flows in the current or previous interim and annual reporting periods. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which eliminated the previous requirement to present deferred tax liabilities and assets as current and noncurrent amounts in a classified statement of financial position. Instead, entities will be required to classify all deferred tax assets and liabilities as noncurrent in a statement of financial position. This standard is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We adopted and prospectively applied ASU No. 2015-17 during the year ended December 31, 2016. Prior periods were not retroactively adjusted. Adoption of this standard did not impact the results of operations, retained earnings, or cash flows in the current or previous interim and annual reporting periods. In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810): Interests held through Related Parties that are under Common Control, which alters how a decision maker needs to consider indirect interests in a variable interest entity held through an entity under common control and simplifies that analysis to require consideration of only an entity’s proportionate indirect interest in a VIE held through a common control party. ASU 2016-17 amends ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, adopted by the Company during the year ended December 31, 2016, which did not have a material impact upon the consolidated financial position, results of operations or cash flows. The Company adopted and applied ASU 2016-17 during the year ended December 31, 2016. The adoption of this guidance did not have a material impact on our consolidated financial position, results of operations or cash flows. Recently Issued Accounting Developments In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which outlines a single set of comprehensive principles for recognizing revenue under GAAP. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 by one year for all entities and permits early adoption on a limited basis. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. ASU 2016-10 clarifies the implementation guidance on identifying performance obligations. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. ASU 2016-12 clarifies the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition. These ASUs apply to all entities that enter into contracts with customers to transfer goods or services. These ASUs are effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but not before interim and annual reporting periods beginning after December 15, 2016. Entities have the choice to apply these ASUs either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying these standards at the date of initial application and not adjusting comparative information. We are currently evaluating both methods of adoption as well as the effect these standards will have on our consolidated financial statements. 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. We are currently evaluating the potential effects of the adoption of ASU 2015-11 on our consolidated financial position. In February 2016, the FASB issued ASU No. 2016-02, Leases. The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. Entities are required to adopt ASU 2016-02 using a modified retrospective approach, subject to certain optional practice expedients, and apply the provisions of ASU 2016-02 to leasing arrangements existing at or entered into after the earliest comparative period presented in the financial statements. We are currently evaluating the potential effects of the adoption of ASU 2016-02 on our consolidated financial statements. In 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. We are currently evaluating the potential effects of the adoption of ASU 2016-07 on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this update replace the existing incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments are effective for annual reporting periods, and interim periods therein, beginning after December 15, 2019 and applied using a prospective transition approach for debt securities for which an other-than-temporary impairment had been recognized before the effective date. We are currently evaluating the potential effects of the adoption of ASU 2016-13 on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance on how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard is intended to reduce current diversity in practice. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 and will require a retrospective approach. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the potential effects of the adoption of ASU 2016-15 on our consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-16, Accounting for Income Taxes: Intra-entity Asset Transfers of Assets Other than Inventory, which requires that an entity recognize the tax expense from the sale of intra-entity sales of assets, other than inventory, in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. ASU 2016-16 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017 and should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the potential effects of the adoption of ASU 2016-16 on our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. ASU 2016-18 clarifies the guidance on the cash flow classification and presentation of changes in restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flow. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 and will be applied using a retrospective transition method to each period presented. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the potential effects of the adoption of ASU 2016-18 on our consolidated financial statements. In 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. We are currently evaluating the potential effects of the adoption of ASU 2017-01 on our consolidated financial statements and related 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. We are currently evaluating the potential effects of the adoption of ASU 2017-04 on our consolidated financial statements and related disclosures. Other accounting standards updates effective after December 31, 2016 are not expected to have a material effect on our consolidated financial position or annual results of operations and cash flows. |
Composition of Certain Financial Statement Captions |
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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
Prepaid expenses include prepaid insurance, prepaid vendor deposits, and prepaid rent, none of which individually exceed 5% of current assets. The increase in prepaid expenses is primarily due to the timing of payments. We value our inventory at lower of cost or market. Inventory increased from $14.8 million as of December 31, 2015 to $18.5 million as of December 31, 2016 in preparation of a pursuit of a U.S. Air Force contract. Work-in-process inventory includes equipment for vehicle modifications for specific customers, a significant portion of which were completed and delivered as of December 31, 2016 and other deferred costs related to certain contracts. We adopted ASU 2015-03 during the year ended December 31, 2016 and applied its provisions retrospectively. The adoption of ASU 2015-03 resulted in the reclassification of current deferred financing costs, net, of $2.4 million related to our Term Loan and Revolver under our Senior Credit Facility from Prepaid expenses and other current assets to the current portion of long-term debt within its consolidated balance sheets as of December 31, 2015. See Note 7 for a tabular presentation of our deferred financing costs, net, classified by debt balance, as of December 31, 2016 and December 31, 2015. See Note 1 for further discussion. Held for Sale Assets and Liabilities During 2015, we took strategic actions to begin the sale of the remaining assets of Heliworks LLC ("Heliworks"). As of December 31, 2015, Assets held for sale of $7.9 million consisted primarily of accounts receivable, inventory, property and equipment, net, and intangible assets and Liabilities held for sale of $0.8 million consisted primarily of accounts payables and accruals. Since 2015 we took certain steps and sold certain assets, but at the end of the second quarter of 2016 we re-evaluated our Heliworks strategic plan and determined that the remaining assets could be utilized in support of our other contracts and therefore we will no longer pursue the sale of Heliworks. The remaining Heliworks assets and liabilities previously classified as held for sale as of December 31, 2015 were reclassified to the applicable asset and liability accounts stated above during the year ended December 31, 2016. As part of the reclassification, we recorded catch-up depreciation on any previously depreciable assets during the year ended December 31, 2016 totaling $0.3 million. Property and equipment, net
As of December 31, 2016 and December 31, 2015, Property and equipment, net, also included the accrual for property additions of $0.3 million and $0.3 million, respectively. Depreciation expense was $4.2 million, $5.8 million and $5.7 million for the years ended December 31, 2016, December 31, 2015 and December 31, 2014, respectively, including certain depreciation amounts classified as Cost of services. See Note 11 for additional discussion. Other assets, net
We adopted ASU 2015-03 during the year ended December 31, 2016 and applied its provisions retrospectively. The adoption of ASU 2015-03 resulted in the reclassification of deferred financing costs, net, of $2.8 million related to our Senior Unsecured Notes from Other assets, net, to Long-term debt within its consolidated balance sheets as of December 31, 2015. See Note 7 for a tabular presentation of our deferred financing costs, net, classified by debt balance, as of December 31, 2016 and December 31, 2015. See Note 1 for further discussion. Investment in affiliates increased from $6.7 million as of December 31, 2015 to $7.8 million as of December 31, 2016 primarily due to contributions to GLS, partially offset by a $1.8 million impairment recorded against our investment in affiliates as of December 31, 2016, as our investment in GLS had a loss in value that was other than temporary. Accrued payroll and employee costs
Accrued liabilities
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. 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, 2016 and December 31, 2015, Other long-term liabilities were $12.5 million and $13.6 million, respectively. Other long-term liabilities are primarily due to our long-term incentive bonus plan and nonqualified unfunded deferred compensation plan of $4.3 million and $4.4 million as of December 31, 2016 and December 31, 2015, respectively, and a long-term leasehold obligation related to our Tysons Corner facility in McLean, Virginia, of $3.3 million and $3.8 million as of December 31, 2016 and December 31, 2015, respectively. Other long-term liabilities also include an uncertain tax benefit of $3.3 million as of December 31, 2016 and December 31, 2015. See Note 4 for further discussion. |
Goodwill, Other Intangible Assets and Long-Lived Assets |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill, Other Intangible Assets and Long-Lived Assets | Goodwill, Other Intangible Assets and Long-Lived Assets In October 2016, 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 two operating and reporting segments, DynAviation and DynLogistics, were re-aligned into three operating and reporting segments: 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, 2016 which we assess for potential goodwill impairment. Prior to October 2016, we had two operating and reporting segments: DynAviation and DynLogistics. Our previous structure included five reporting units: two reporting units in DynAviation and three reporting units in DynLogistics. Of these five reporting units, only two DynLogistics reporting units had goodwill balances as of December 31, 2015. 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, a step one assessment 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 2016, 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 2017, a triggering event could be identified and a step one assessment 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:
The market approach analysis utilized observable level 2 inputs as it considered the inputs of other comparable companies. The carrying amount of goodwill, by segment, was as follows:
Since the Merger, accumulated goodwill impairment was $700.4 million as of December 31, 2016 and December 31, 2015. Since the Merger, AELS, AOLC and DynLogistics accumulated goodwill impairment was $149.0 million, $293.4 million and $197.9 million, respectively, for the years ended December 31, 2016 and December 31, 2015. 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, 2016 and December 31, 2015. The following tables provide information about changes relating to certain intangible assets:
Amortization expense for customer-related intangibles, other intangibles, and finite-lived tradenames was $31.8 million, $31.4 million and $44.0 million for the years ended December 31, 2016, December 31, 2015 and December 31, 2014, respectively. Other intangibles is primarily representative of our capitalized software which had a net carrying value of $3.7 million and $2.9 million as of December 31, 2016 and December 31, 2015, respectively. During 2015, we took strategic actions to no longer utilize or maintain our FAA Part 135 certification and Commercial Aviation Review Board ("CARB") approval. As a result, a non-cash impairment charge of approximately $3.9 million was recorded during the year ended December 31, 2015 to fully impair the carrying value of the intangible asset. The impairment charge has been presented within the Impairment of goodwill, intangibles and long lived assets in the consolidated statement of operations for the year ended December 31, 2015. Further, Heliworks finite-lived intangible assets were classified as held for sale as of December 31, 2015. During the year ended December 31, 2015, we concluded a triggering event had occurred when we obtained a letter of intent to sell the held for sale assets and liabilities of Heliworks. We assessed the fair market value of the Heliworks assets excluded from the letter of intent which included the FAA Part 145 certification indefinite-lived intangible asset and the Heliworks indefinite-lived tradename and concluded that the estimated fair value of each asset was less than its carrying value. As a result of our fair value assessment, we recognized a $1.1 million and $0.2 million impairment expense in year ended December 31, 2015, to fully impair the carrying value of the indefinite-lived intangible asset and the indefinite-lived tradename, respectively, which is included within the impairment of goodwill, intangibles and long lived assets within our consolidated statement of operations. We used unobservable inputs and management judgment, which are Level 3 fair value measurements, to determine that the fair value of the assets were zero since there are no expected future cash flows expected. At the end of the second quarter of 2016 we re-evaluated our Heliworks strategic plan and determined that the remaining assets could be utilized in support of our other contracts and therefore we will no longer pursue the sale of Heliworks. The following table outlines an estimate of future amortization based upon the finite-lived intangible assets owned at December 31, 2016:
(1)The future amortization is inclusive of the finite lived intangible-assets. |
Income Taxes |
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Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | Income Taxes The domestic and foreign components of Loss before income taxes are as follows:
The (Provision) benefit for income taxes consists of the following:
Temporary differences, which give rise to deferred tax assets and liabilities, were as follows:
Deferred tax assets and liabilities are reported as:
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. Management assesses both the available positive and negative evidence to determine whether it is more likely than not that there will be sufficient sources of future taxable income to recognize deferred tax assets. We incurred cumulative losses over the three-year period ended December 31, 2016. Cumulative losses in recent years are considered significant objective negative evidence in evaluating deferred tax assets under the more likely than not criteria for recognition of deferred tax assets. As a result of additional losses for which we could not recognize a tax benefit, the typical current year movement within deferred balances, and most notably, the tax effects of the refinancing transactions described in Note 7 (the "Refinancing Transactions"), we increased our valuation allowance from $71.6 million as of December 31, 2015 to $88.8 million as of December 31, 2016. As of December 31, 2016 we had $9.1 million of U.S. federal net operating losses available for use compared to $5.0 million U.S. federal net operating losses available for use as of December 31, 2015. As of December 31, 2016 and December 31, 2015, we had state net operating losses ("NOLs") of approximately $131.0 million and $133.7 million, respectively, most of which will begin to expire in 2020 or later. We had approximately $30.5 million and $25.6 million as of December 31, 2016 and December 31, 2015, respectively, in foreign tax credit carryforwards ("FTCs") which began to expire in 2016. Additionally, we made no estimated federal income tax payments for the year ended December 31, 2016 and we received an expected federal income tax refund relating to amended returns filed in previous years. Other than the federal income tax refund discussed above, all income taxes paid or refunds received during the year ended December 31, 2016 related to state or foreign jurisdictions. We made no estimated federal income tax payments for the year ended December 31, 2015. A reconciliation of the statutory federal income tax rate to our effective rate is provided below:
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. 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, 2016 and December 31, 2015 was $2.6 million and $2.6 million, respectively, of which $2.3 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:
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, 2016 and December 31, 2015, 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 $3.3 million, inclusive of penalties, as of December 31, 2016 to be settled within the next 12 months. 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 2013 forward. The statute of limitations for state income tax returns is open for our fiscal year 2013 forward, with few exceptions, and the statute of limitations for foreign income tax examinations is open for calendar year 2011 forward, with few exceptions. |
Accounts Receivable |
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Receivables [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts Receivable | Accounts Receivable Accounts Receivable, net consisted of the following:
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 increased from $21.3 million as of December 31, 2015 to $26.7 million as of December 31, 2016 primarily due to contracts within our AELS segment. As of December 31, 2016, we had three contract claims outstanding totaling $2.4 million, net of reserves. As of December 31, 2015, we had four contract claims with no associated receivable balances. 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 for 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 increased from $16.3 million as of December 31, 2015 to $17.2 million as of December 31, 2016, which includes outstanding receivables of approximately $26.0 million, net of reserves, for which we have yet to be paid where we operated under a subcontract for a prime contractor on a U.S. government program that ended December 31, 2014. We are currently seeking payment through legal action to resolve the matter. See Note 8 for further discussion. |
Retirement Plans |
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Compensation and Retirement Disclosure [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. The current 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 $10,600 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 $8.8 million, $9.2 million and $11.9 million for the years ended December 31, 2016, December 31, 2015 and December 31, 2014, 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, 2016 and December 31, 2015, 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, 2016, December 31, 2015 and December 31, 2014. 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:
As of December 31, 2016, we had approximately 10,700 personnel, of which approximately 2,600, or 24.7% of our personnel, are employees represented by labor unions. We are subject to 28 CBAs which have various expiration dates, with the longest expiring in September 2021. Approximately 7.8% of our personnel are covered by a CBA that will expire in one year. Of the 28 CBAs, we have 14 significant CBAs that require contributions to the International Association of Machinists National Pension Fund ("IAMNPF") with expiration dates ranging from June 30, 2017 through August 31, 2020. 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, 2016, December 31, 2015 and December 31, 2014 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 2016, 2015 and 2014 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 percent funded, plans in the yellow zone are between 65 percent and 80 percent funded, and plans in the green zone are at least 80 percent 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.
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Debt | Debt Debt consisted of the following:
We adopted ASU 2015-03 during the year ended December 31, 2016 and applied its provisions retrospectively. The adoption of ASU 2015-03 resulted in the reclassification of current deferred financing costs, net, of $2.4 million related to our Term Loan and Revolver under our Senior Credit Facility from Prepaid expenses and other current assets to the current portion of long-term debt and the reclassification of deferred financing costs, net, of $2.8 million related to our Senior Unsecured Notes from Other assets, net, to Long-term debt within its consolidated balance sheets as of December 31, 2015. See Note 1 for further discussion. Deferred financing costs are amortized through interest expense. Amortization related to deferred financing costs was $4.0 million, $6.5 million, and $6.1 million for the years ended December 31, 2016, December 31, 2015 and December 31, 2014, respectively. 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 and the completion of the Refinancing Transactions. 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, including the consummation of the Exchange Offer and the other Refinancing Transactions. Pursuant to Amendment No. 5, required lenders under the Senior Credit Facility agreed to temporarily waive the requirement to comply with the covenant that the Company’s annual financial statements include a report from its independent registered public accounting firm without a qualification as to the Company’s ability to continue as a going concern until the earlier of the effectiveness of the New Senior Credit Facility (at which time the temporary waiver of this requirement for the fiscal year ended December 31, 2015 would become permanent) and June 30, 2016 (the “Senior Credit Facility Waiver”). On June 15, 2016, we satisfied the conditions set forth in Amendment No. 5, and therefore, on June 15, 2016, the New Senior Credit Facility became effective, and the Senior Credit Facility Waiver for the year ended December 31, 2015 became permanent. 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 amended, the covenant permits the Company’s annual financial statements to include a report from its independent registered public accounting firm with a qualification as to the Company’s ability to continue as a going concern for the fiscal year ending December 31, 2016 that relates solely to the maturity of the Senior Unsecured Notes, the New Term Loan and/or the class B revolving facility. The New Senior Credit Facility is secured by substantially all of our assets and guaranteed by substantially all of our subsidiaries. As of December 31, 2016, the New Senior Credit Facility provided for the following:
The New Term Loan was subject to a 700 basis point fee, totaling approximately $14.4 million, which is reflected as an original issue discount in the balance of the New Term Loan as of December 31, 2016 and classified as a financing activity in our Consolidated Statements of Cash Flows for the year ended December 31, 2016. The original issue discount is amortized through interest expense. Amortization related to the original issue discount was $1.9 million for the year ended December 31, 2016. Our New Senior Credit Facility provided for a $24.8 million class A revolving facility, (or "class A revolving commitments") which terminated on July 7, 2016 (the class A and class B revolving commitments, together, the "Amended Revolver"). Availability under the Amended Revolver during the two years immediately after June 15, 2016 will be subject to a condition that, if, at the time of a request for revolving loans, the aggregate principal amount of revolving loans plus the face amount of outstanding letters of credit exceeds 50% of the aggregate amount of Amended 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 million. As of December 31, 2016 and December 31, 2015, the available borrowing capacity under the New Senior Credit Facility and the Senior Credit Facility was approximately $48.0 million and $102.2 million, respectively, and included $37.8 million and $42.6 million, respectively, in issued letters of credit. Amounts borrowed under the Amended Revolver and Revolver are used to fund operations. As of December 31, 2016 and December 31, 2015 there were no amounts borrowed under the Amended Revolver and Revolver. The class B revolving facility and the New Term Loan mature on July 7, 2019 and July 7, 2020, respectively. See further discussion of potential maturity date acceleration below. Interest Rates on Term Loan & Revolver Under the Senior Credit Facility, both the Term Loan and Revolver bore interest at one of two options, based on our election, using either the (i) base rate ("Base Rate") as defined in the Senior Credit Facility plus an applicable margin or the (ii) London Interbank Offered Rate ("Eurocurrency Rate") as defined in the Senior Credit Facility plus an applicable margin. The applicable margin for the Term Loan was fixed at 3.5% for the Base Rate option and 4.5% for the Eurocurrency Rate option. The applicable margin for the Revolver ranged from 3.0% to 3.5% for the Base Rate option or 4.0% to 4.5% for the Eurocurrency Rate option based on our Secured Leverage Ratio at the end of the quarter. The Secured Leverage Ratio is calculated by the ratio of total secured consolidated debt (net of up to $75.0 million of unrestricted cash and cash equivalents) to consolidated earnings before interest, taxes, depreciation and amortization ("Consolidated EBITDA"), as defined in the Senior Credit Facility. Interest payments on both the Term Loan and Revolver were payable at the end of the interest period as defined in the Senior Credit Facility, but not less than quarterly. Under the New Senior Credit Facility, the interest rate per annum applicable to the New 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 class B revolving facility 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 calculated by the ratio of total first lien secured consolidated debt (net of up to $75.0 million of unrestricted cash and cash equivalents) to Consolidated EBITDA, as defined in the New Senior Credit Facility. The interest rate per annum applicable to the class A revolving commitments, which terminated on July 7, 2016, remained the same as the Revolver under the Senior Credit Facility. Interest payments on both the New Term Loan and Amended Revolver are payable at the end of the interest period as defined in the New Senior Credit Facility, but not less than quarterly. Under the Senior Credit Facility and the New Senior Credit Facility, the Base Rate is equal to the higher of (a) the Federal Funds Rate (as defined in Amendment No. 5) 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%. Under the Senior Credit Facility, the Eurocurrency Rate was the rate per annum equal to the British Bankers Association London Interbank Offered Rate (“BBA LIBOR”) as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Agent from time to time) two business days prior to the commencement of such interest period. The variable Eurocurrency Rate had a floor of 1.75%. Under the New Senior Credit Facility, 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 (as defined in Amendment No. 5) prior to the commencement of such interest period. The variable Eurocurrency Rate has a floor of 1.75%. As of December 31, 2016 and December 31, 2015, the applicable interest rate on the New Term Loan and the Term Loan was 7.75% and 6.25%, respectively. Interest Rates on Letter of Credit Subfacility and Unused Commitment Fees Under the Senior Credit Facility, the letter of credit subfacility bore interest at an applicable rate that ranged from 4.0% to 4.5%. The unused commitment fee on our Revolver ranged from 0.50% to 0.75% depending on the Secured Leverage Ratio. Interest payments on both the letter of credit subfacility and unused commitments were payable quarterly in arrears. All of our letters of credit under the Senior Credit Facility and the New Senior Credit Facility are also subject to a 0.25% fronting fee. Under the New Senior Credit Facility, the letter of credit subfacility bears interest at an applicable rate that ranges from 4.0% to 4.5% with respect to the class A revolving commitments and ranges from 5.5% to 6.0% with respect to the class B revolving commitments. The unused commitment fee on our Amended Revolver ranges from 0.50% to 0.75% on the undrawn amount of the facility depending on the Secured Leverage Ratio with respect to the class A revolving commitments and depending on the First Lien Secured Leverage Ratio with respect to the class B revolving commitments. 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 rates for our letter of credit subfacility was 5.75% as of December 31, 2016. The applicable interest rate for our letter of credit subfacility was 4.25% as of December 31, 2015. The applicable rate for our unused commitment fees was 0.50% with respect to the class B revolving commitments as of December 31, 2016 and 0.50% with respect to the class A revolving commitments prior to their termination on July 7, 2016. The applicable interest rate for our unused commitment fees was 0.50% as of December 31, 2015. Principal Payments The credit agreement governing the Senior Credit Facility and 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 year ended December 31, 2015, we made an additional principal payment as required under the Excess Cash Flow provision of $4.6 million on April 6, 2016. Based on our annual financial results for the year ended December 31, 2016 we are required to make an additional principal payment of $25.1 million under the Excess Cash Flow requirement by April 5, 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, 2016. The New Senior Credit Facility requires us to prepay outstanding term loans, subject to certain exceptions, with:
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 Under the New Senior Credit Facility, we are required to make amortization payments with respect to the New 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. As a result of the additional principal payment of $25.1 million under the Excess Cash Flow requirement, we will not be required to make any additional principal payment on the New Term Loan for the June 15, 2017 $22.5 million principal payment requirement. The current portion of long-term debt as of December 31, 2016 includes our Excess Cash Flow Payment of $25.1 million due on April 5, 2017 and all of the outstanding Senior Unsecured Notes which, as further described below, must be refinanced or repaid with the proceeds of new equity, capital contributions or new unsecured debt by May 8, 2017. The principal amount of the New Term Loan may be reduced as a result of prepayments, with the remaining amount payable on July 7, 2020. The New Senior Credit Facility contains a provision that would result in all outstanding principal under the New Term Loan maturing on May 8, 2017 if by May 8, 2017, all of the outstanding principal of the Senior Unsecured Notes has 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 have not been paid in full with the proceeds of new equity, capital contributions or new unsecured debt that is expressly subordinated to the New Senior Credit Facility. Similar provisions with regards to the outstanding Senior Unsecured Notes are included in the Indenture governing the New Notes and the Third Lien Credit Agreement, which provide that the remaining Senior Unsecured Notes may only be paid with the proceeds of new equity, capital contributions or new unsecured debt that is expressly subordinated to the New Notes and the Cerberus 3L Notes (and we may not exchange any such remaining Senior Unsecured Notes into secured obligations of any kind). In addition, under the New Senior Credit Facility, any such new debt must mature after the maturity date of the New Term Loan, and under the Indenture and the Third Lien Credit Agreement, any such new debt must mature after the maturity date of the New Notes. Principal amounts outstanding under the class B revolving facility will be due and payable in full on, and the commitments in respect thereof will terminate on, July 7, 2019. The same springing maturity provision impacting the New Term Loan as described above also applies to the class B revolving facility with respect to addressing the Senior Unsecured Notes by May 8, 2017. As described in Note 1, we have received the Support Letter from Cerberus committing to fund the New Cerberus Financing and have sent a notice of redemption to the holders of the Senior Unsecured Notes for a redemption of all of the remaining Senior Unsecured Notes on April 24, 2017, conditioned on the receipt of the proceeds of the New Cerberus Financing or other equity and/or debt financings and/or capital contributions. Since Cerberus has agreed to provide the New Cerberus Financing irrevocably and unconditionally except in the limited circumstances of the Material Adverse Change Condition, the Company expects to complete the redemption before May 8, 2017, in which case the maturity dates of the New Term Loan and the class B revolving facility would remain at July 7, 2020 and July 7, 2019, respectively, and not be accelerated. 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 and substantially similar to those under the Senior Unsecured Notes (as described in more detail in Note 11). The New Senior Credit Facility is secured on a first lien basis by the same collateral that secures the New Notes on a second lien basis and the Cerberus 3L Notes on a third lien basis. Covenants 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:
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 Amended 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 million through the fiscal quarter ending December 31, 2017, and of not less than $50 million thereafter. The credit agreement governing the New Senior Credit Facility also contains customary representations and warranties, affirmative covenants and events of default. The total leverage ratio under the New Senior Credit Facility is Consolidated Total Debt, as defined in Amendment No. 5 (which definition excludes debt under the Cerberus 3L Notes), less unrestricted cash and cash equivalents (up to $75.0 million) to Consolidated EBITDA, as defined in Amendment No. 5, for the applicable period. The maximum total leverage ratios under the New Senior Credit Facility are set forth below as follows:
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 minimum interest coverage ratios under the New Senior Credit Facility are set forth below as follows:
As of December 31, 2016 and December 31, 2015, we were in compliance with our financial maintenance covenants under the New Senior Credit Facility and the Senior Credit Facility, respectively, and we expect, based on current projections and estimates, to be in compliance with our covenants in the next twelve months. New Notes On June 15, 2016, in connection with the consummation of the exchange offer (the "Exchange Offer") and consent solicitation (the “Consent Solicitation”), $415.7 million principal amount of the Senior Unsecured Notes were exchanged for $45.0 million cash and $370.6 million aggregate principal amount of newly issued New Notes due November 30, 2020. The $370.6 million non-cash exchange of the Existing Notes for the New Notes was classified as a noncash financing activity for the year ended December 31, 2016. 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 the Exchange Offer. 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 The Indenture contains covenants that limit, among other things, each of Holdings’, DynCorp International's and the Subsidiary Guarantors’ ability to:
These covenants are subject to a number of important exceptions and qualifications as set forth in the Indenture. In addition, the Indenture (i) requires that any principal to be paid on any Senior Unsecured Notes that remain outstanding that were not tendered in the Exchange Offer may only be paid with the proceeds of new equity, capital contributions or new unsecured debt that is expressly subordinated to the New Notes (and such non-exchanged Senior Unsecured Notes are not permitted to be exchanged into secured obligations of any kind), as further described below under "Senior Unsecured Notes," and (ii) requires DynCorp International to make amortization payments of (x) $22.5 million principal amount of the New 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 New 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. Optional Redemption DynCorp International is permitted to redeem the New Notes prior to July 1, 2017, in whole but not in part, at its option, at 100% of their principal amount, together with any accrued and unpaid cash interest and additional interest, if any, together with an amount of cash equal to all accrued and unpaid PIK Interest to but excluding the redemption date. In addition, on or after July 1, 2017, the New Notes will be 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, if redeemed during the 12-month period commencing on July 1 of the years set forth below:
Events of Default The Indenture contains customary events of default, including for failure to pay the Senior Unsecured Notes by their maturity or for failure to pay other debt in a total amount exceeding $10.0 million after final maturity or acceleration of such indebtedness (including acceleration of the New Senior Credit Facility, such as due to failure to refinance or pay with proceeds of sales of equity or capital contributions the remaining Senior Unsecured Notes as described above). 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, on or after July 1, 2017, 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. 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, at any time prior to July 1, 2017, the amount of principal of, accrued and unpaid interest and premium on the New Notes that becomes due and payable will equal 100% of the principal amount of the New Notes plus an Acceleration Premium (as defined in the Indenture) plus accrued and unpaid cash interest, if any, together with an amount of cash equal to all accrued and unpaid PIK Interest. 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, in connection with the consummation of the Exchange Offer, $415.7 million principal amount of the Senior Unsecured Notes were exchanged for $45.0 million cash and $370.6 million principal amount of newly issued New Notes. The remaining $39.3 million principal amount of 10.375% Senior Unsecured Notes were not exchanged and mature on July 1, 2017 and are classified within the current portion of long-term debt as of December 31, 2016. The credit agreement governing our New Senior Credit Facility specifies that we must either extend the maturity date of all outstanding principal of the Senior Unsecured Notes to a date on or after October 6, 2020 or repay all of the outstanding principal and accrued and unpaid interest of the Senior Unsecured Notes in full by May 8, 2017 with the proceeds of new equity, capital contributions or new unsecured debt that is expressly subordinated to the New Senior Credit Facility. Failure to do so would result in all outstanding principal under the New Term Loan and the class B revolving facility maturing on May 8, 2017. Similar provisions with regards to the outstanding Senior Unsecured Notes are included in the Indenture governing the New Notes and the Third Lien Credit Agreement, which provide that the remaining Senior Unsecured Notes may only by paid with the proceeds of new equity, capital contributions or new unsecured debt that is expressly subordinated to the New Notes and the Cerberus 3L Notes (and we may not exchange any such remaining Senior Unsecured Notes into secured obligations of any kind). In addition, under the New Senior Credit Facility, any such new debt must mature after the maturity date of the New Term Loan, and under the Indenture and the Third Lien Credit Agreement, any such new debt must mature after the maturity date of the New Notes. In the event we were unable to address the remaining $39.3 million principal amount of 10.375% Senior Unsecured Notes and unpaid interest before May 8, 2017 through the New Cerberus Financing or otherwise, the failure to pay all amounts due under the New Senior Credit Facility upon the May 8, 2017 springing maturity would be an event of default under the New Senior Credit Facility. Failure to pay amounts due upon the springing maturity of the New Senior Credit Facility would also cause an event of default under the Indenture and the Cerberus 3L Notes. The Company has received the Support Letter from Cerberus committing to fund the New Cerberus Financing. We have therefore sent a notice of redemption to the holders of the Senior Unsecured Notes for a redemption of all of the remaining Senior Unsecured Notes on April 24, 2017, conditioned on the receipt of the proceeds of the New Cerberus Financing or other equity and/or debt financings and/or capital contributions. Since Cerberus has agreed to provide the New Cerberus Financing irrevocably and unconditionally except in the limited circumstances of the Material Adverse Change Condition, the Company expects to complete the redemption before May 8, 2017, in which case the maturity dates of the New Term Loan and the class B revolving facility would remain at July 7, 2020 and July 7, 2019, respectively, and not be accelerated. Interest on the Senior Unsecured Notes is payable on January 1 and July 1 of each year, and commenced on January 1, 2011. Pursuant to the Consent Solicitation, the Senior Unsecured Notes Indenture was amended to eliminate substantially all of the restrictive covenants and certain of the default provisions therein. Subject to restrictions on repayment of the Senior Unsecured Notes in the New Senior Credit Facility and our other debt, after July 1, 2016, we can voluntarily settle all or a portion of the Senior Unsecured Notes at any time prior to maturity at 100% of their principal amount plus accrued and unpaid interest, if any, as of the applicable redemption date. The fair value of the Senior Unsecured Notes is based on their quoted market value. As of December 31, 2016 and December 31, 2015, the quoted market value of the Senior Unsecured Notes was approximately 94.4% and 74.3%, respectively, of stated value. Cerberus 3L Notes Based on the completion of the Exchange Offer and the satisfaction of conditions set forth in the Third Lien Credit Facility Commitment Letter, dated April 30, 2016, DynCorp Funding LLC, a limited liability company managed by Cerberus Capital Management, L.P. ("Cerberus"), entered into a Third Lien Credit Agreement, dated as of June 15, 2016 (the “Third Lien Credit Agreement”) with us. Under the Third Lien Credit Agreement, DynCorp Funding LLC has made a $30 million term loan to us (the "Cerberus 3L Notes"). The proceeds of the Cerberus 3L Notes are restricted to pay fees and expenses (including reimbursement of out-of-pocket expenses) in support of or related to the Company’s Global Advisory Group until June 15, 2018 and, thereafter, for working capital and general corporate purposes. For the year ended December 31, 2016, we utilized approximately $23.1 million of these funds for fees and expenses related to the Company's Global Advisory Group. Interest Rate and Fees The interest rate per annum applicable to the Cerberus 3L Notes is 5.00%, payable in kind on a quarterly basis. Prepayments The Cerberus 3L Notes do not require any mandatory prepayments, and, subject to the terms of the Intercreditor Agreement (as defined below), we are permitted to voluntarily repay outstanding loans under the Cerberus 3L Notes without premium or penalty. The New Senior Credit Facility and the Indenture governing the New Notes restrict us from making any principal payments on the Cerberus 3L Notes. Maturity and Amortization The Cerberus 3L Notes do not require any mandatory amortization payments prior to maturity and the outstanding principal amounts shall be payable on June 15, 2026. Covenants 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 the remaining Senior Unsecured Notes by their maturity or for failure to pay other debt in a total amount exceeding $12.5 million after final maturity or acceleration of such indebtedness (including acceleration of the New Senior Credit Facility, such as due to failure to refinance or pay with proceeds of sales of equity or capital contributions the remaining Senior Unsecured Notes as described above). 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 |
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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 $40.7 million, $49.6 million, and $95.5 million for the years ended December 31, 2016, December 31, 2015 and December 31, 2014, 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, 2016, are as follows:
Contingencies General Legal Matters We are involved in various lawsuits and claims that arise in the normal course of business. We have established reserves for matters in which it is believed that losses are probable and can be reasonably estimated. Reserves related to these matters have been recorded in "Other accrued liabilities" totaling approximately $4.6 million and $5.1 million as of December 31, 2016 and December 31, 2015, 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, 2016. 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, 2016. 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. At this time, we believe the likelihood of an unfavorable outcome in this case is remote. A lawsuit filed on September 11, 2001, and amended on March 24, 2008, seeking unspecified damages on behalf of 26 residents of the Sucumbíos Province in Ecuador, was brought against our operating company and several of its former affiliates in the U.S. District Court for the District of Columbia. The action alleges violations of the laws of nations and U.S. treaties, negligence, emotional distress, nuisance, battery, trespass, strict liability, and medical monitoring arising from the spraying of herbicides near the Ecuador-Colombia border in connection with the performance of the DoS, International Narcotics and Law Enforcement contract for the eradication of narcotic plant crops in Colombia. As of January 12, 2010, 15 of the plaintiffs have been dismissed by court order. We filed multiple motions for summary judgment, and, on February 15, 2013, the court granted summary judgment and dismissed all claims. On March 18, 2013, the plaintiffs filed a notice of appeal with the U.S. Court of Appeals for the District of Columbia. On May 30, 2014, the U.S. Court of Appeals for the District of Columbia affirmed the dismissal of the majority of the case, but remanded the case to the trial court concerning a few remaining tort claims. On September 23, 2016, the District Court granted in part renewed motions for summary judgment. At this time, we believe the likelihood of an unfavorable outcome in this case is remote. The above cases now are fully defended and indemnified by the Company’s previous owner, Computer Sciences Corporation and also by its spin-off company, CSRA Inc. The insurance litigation arising out of the above cases that was described in prior filings has now been fully resolved and settled. In October 2007, we entered into a subcontract with Northrop Grumman Technical Services, Inc. (“Northrop”) to support Northrop’s prime contract with the DoD Counter Narcotics Terrorism Program Office. We performed the services requested by Northrop, the government determined that it received “intended quality and skills of personnel,” and Northrop paid our invoices until July 2014. Subsequent to July 2014, Northrop stopped paying our periodic invoices. The contract operations ended on December 31, 2014. In March 2015, Northrop filed a civil action against us to obtain documents regarding our invoices and now asserts approximately $5.0 million in damages. We believe the damages asserted by Northrop represent a loss contingency that is remote. In September 2015, we filed an Answer and Counterclaim seeking approximately $41.0 million for unpaid invoices. An unfavorable judgment which denies us a substantial amount of the full amount owed to us could have a material effect on our performance. On February 24, 2012, we were advised by the Department of Justice Civil Litigation Division (“the Civil Division”) that they are conducting an investigation regarding the CivPol and Department of State Advisor Support Mission ("DASM") contracts in Iraq and Corporate Bank, a former subcontractor. The issues include allowable hours worked under a specific task order and invoices to the DoS 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. On our CivPol program, we have received a series of audit reports and related Form 1s from the DCAA based on their examination of certain incurred, invoiced and reimbursed costs. Over the course of multiple years, we have worked extensively with the DoS to settle the outstanding issues. Through our efforts, which included a series of contract actions (e.g. modifications) and negotiations, the issues have been resolved, resulting in final settlements of all audited costs of approximately $1.4 million. On April 30, 2013, we received several Form 1s from the DCAA for the periods ranging between 2000 to 2011 on the War Reserve Materiel program related to concerns on items such as the adequacy of documentation and reasonableness of costs. In July 2016, we received the contracting officer's final decision on these Form 1s and in September 2016, a contract modification was finalized and executed between the parties, effectively and fully settling this matter. We received final payment for settlement of this matter during the year ended December 31, 2016. 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 2010. During calendar year 2016, we received several audit reports and Form 1s from the DCAA questioning approximately $64 million. 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 2011 to 2016 and we believe the risk of loss for those years is low and eventual settlement amounts should be comparable to the previous outcome for fiscal years 2009 to 2010. 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, 2016, 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 $9.3 million and $11.0 million as of December 31, 2016 and December 31, 2015, 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 |
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Equity | Equity At April 1, 2010 (inception), 100 common shares were issued and, as of December 31, 2016, 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. 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 conducts no operations and was established for the purpose of holding equity in our Company. DynCorp Management authorized 100,000 Class B shares as available for issuance and approved 7,246 Class B-1 Interests and 380 Class B-2 Interests to certain members of management and outside directors of Defco Holdings, Inc. (“Holdings”), the non-member manager, and its subsidiaries, including Delta Tucker Holdings, Inc. The grant and vesting of the awards is contingent upon the executives' consent to the terms and conditions set forth in the Class B-1 Interests and B-2 Interests Agreements. On November 8, 2016, DynCorp Management authorized and issued 20,000 Class B-3 Interests to our Chief Executive Officer, Mr. Von Thaer. The Class B-3 Interests shall vest in 4 equal 25% installments on the grant date of the Class B-3 Interests, June 15, 2017, June 15, 2018 and June 15, 2019. Excluding the issuance of the Class B-3 Interests, there were no new grants issued to any of our members of management in calendar years 2016 and 2015. A summary of the Class B Interest plans activity for the years ended December 31, 2016 and December 31, 2015 is as follows:
Awards to our management team consist of options qualifying as profits interests under Revenue Procedure 93-27, that are exercisable only upon a change in control as defined in the Plan. The awards do not expire and the awards do not have a fixed strike price. 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 4 years as of the grant date. The 2016 fair value utilized for determining profits interests for Class B-3 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. There were no applicable weighted-average assumptions in calendar year 2015 as there were no additional grants issued. 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 grant date fair value of all options granted during calendar years 2016 and 2015 was less than $0.1 million and $0, respectively. Total compensation cost expensed for the years ended December 31, 2016 and December 31, 2015 was $0.1 million and $0.4 million, respectively. The following is a summary of the changes in non-vested shares for the years ended December 31, 2016 and December 31, 2015:
As of December 31, 2016, 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 1.8 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, 2016 there was no impact to the financial statements as no triggering event had occurred. |
Fair Value of Financial Assets and Liabilities |
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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:
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 our Cerberus 3L Notes (as defined in Note 7) is based on Level 3 inputs, as defined above. We used the following techniques in determining the fair value disclosed for the Cerberus 3L Notes classified as Level 3. The fair value as December 31, 2016, has been calculated by discounting the expected cash flows using a discount rate of 17.9%. 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.
Fair Value on a Nonrecurring Basis The Company performed an assessment of the GLS investment during the third quarter of 2016 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:
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Segment and Geographic Information |
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Segment and Geographic Information | Segment and Geographic Information In October 2016, the Company amended its organizational structure. The Company’s previous two operating and reporting segments, DynAviation and DynLogistics, were re-aligned into three operating and reporting segments: AELS, AOLC and DynLogistics. AELS, AOLC and DynLogistics segments operate principally within a regulatory environment subject to governmental contracting and accounting requirements, including Federal Acquisition Regulations, Cost Accounting Standards and audits by various U.S. federal agencies. The following is a summary of the financial information of the reportable segments reconciled to the amounts reported in the consolidated financial statements:
Geographic Information — Revenue by geography is determined based on the location of services provided.
Revenue from the U.S. government accounted for approximately 95%, 93% and 94% of total revenue for the years ended December 31, 2016, December 31, 2015 and December 31, 2014, respectively. As of December 31, 2016 and December 31, 2015 accounts receivable due from the U.S. government represented over 89% and 90% of total accounts receivable, respectively. |
Related Parties, Joint Ventures and Variable Interest Entities |
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Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Parties, Joint Ventures and Variable Interest Entities | Related Parties, Joint Ventures and Variable Interest Entities Cerberus 3L Notes DynCorp Funding LLC, a limited liability company managed by Cerberus Capital Management, L.P., entered into a Third Lien Credit Agreement, dated as of June 15, 2016 to fund the Cerberus 3L Notes, a $30 million term loan to us. The interest rate per annum applicable to the Cerberus 3L Notes is 5.00%, payable in kind on a quarterly basis. The Cerberus 3L Notes do not require any mandatory amortization payments prior to maturity and the outstanding principal amounts shall be payable on June 15, 2026. See Note 7 for further discussion. New Cerberus Financing As described further in Note 7, the credit agreement governing the New Senior Credit Facility contains a provision that would result in all outstanding principal under the New Term Loan and the class B revolving facility maturing on May 8, 2017 if by May 8, 2017 all of the outstanding principal of the Senior Unsecured Notes has 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 have not been paid in full with the proceeds of new equity, capital contributions or new unsecured debt that is expressly subordinated to the New Senior Credit Facility. The Company has received the Support Letter from Cerberus committing to fund the redemption of all outstanding Senior Unsecured Notes on or before May 5, 2017 with the proceeds of new equity or capital contributions. 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 $5.8 million, $8.1 million and $4.9 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, 2016, December 31, 2015 and December 31, 2014, respectively. We have two executives who are COAC employees, who are seconded to us: (i) our Senior Vice President, Chief Administrative Officer, Chief Legal Officer and Corporate Secretary; and (ii) our Senior Vice President and Chief Operating Officer. Included in the $5.8 million, $8.1 million and $4.9 million recognized during the years ended December 31, 2016, December 31, 2015 and December 31, 2014 in COAC consulting fees, respectively, was $2.5 million, $4.2 million and $1.3 million of administrative expense related to these COAC individuals for the years ended December 31, 2016, December 31, 2015 and December 31, 2014, respectively. The New Senior Credit Facility permits payments under the COAC Agreement or any transaction contemplated thereby not to exceed $6 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 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:
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. 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, 2016, we accounted for PaTH, CRS, Babcock, GRS and GLS as equity method investments. Alternatively, we consolidated DIFZ based on the aforementioned criteria. We present our share of the PaTH, CRS, GRS and GLS earnings in Earnings from equity method investees as these joint ventures are considered operationally integral. PaTH is a joint venture formed in May 2006 with two other partners for the purpose of procuring government contracts with the Federal Emergency Management Authority. CRS is a joint venture formed in March 2006 with two other partners for the purpose of procuring government contracts with the U.S. Navy. During the year ended December 31, 2016, the CRS joint venture was dissolved and the CRS Delaware legal entity registration canceled; therefore, as of December 31, 2016 we will no longer recognize equity method income for the entity. GRS is a joint venture formed in August 2010 with one partner for the purpose of procuring government contracts with the U.S. Navy. In January 2017, the GRS joint venture was dissolved and the GRS Delaware legal entity registration canceled; therefore, we will no longer recognize equity method income for the entity in calendar year 2017. 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. We own 25% of DIFZ but exercise power over activities that significantly impact DIFZ's economic performance. Babcock is a joint venture formed in January 2005 and currently provides services to the British Ministry of Defence. The economic rights in the Babcock joint venture are not considered operationally integral to the Company and therefore we present our share of the Babcock earnings in Other income, net. Receivables due from our unconsolidated joint ventures totaled $0.1 million and $0.5 million as of December 31, 2016, December 31, 2015, respectively. These receivables are a result of items purchased and services rendered by us on behalf of our unconsolidated joint ventures. We have assessed these receivables as having minimal collection risk based on our historic experience with these joint ventures and our inherent influence through our ownership interest. We did not earn revenue from our unconsolidated joint ventures during the year ended December 31, 2016. The related revenue we earned from our unconsolidated joint ventures totaled $0.4 million and $3.9 million for the years ended December 31, 2015 and December 31, 2014, respectively. Additionally, we earned $1.1 million, $4.0 million, and $12.4 million in equity method income (includes operationally integral and non-integral income) for the years ended December 31, 2016, December 31, 2015 and December 31, 2014, respectively. GLS’ revenue was $39.4 million, $27.8 million and $20.5 million for the years ended December 31, 2016, December 31, 2015 and December 31, 2014, respectively. GLS incurred an operating and net loss of $2.8 million, $2.8 million and $6.0 million for the years ended December 31, 2016, December 31, 2015, and December 31, 2014, 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 $2.2 million and $2.5 million as of December 31, 2016 and December 31, 2015, 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, 2016 and December 31, 2015 and for the years ended December 31, 2016, December 31, 2015 and December 31, 2014:
The following tables present selected financial information for our equity method investees as of December 31, 2016 and December 31, 2015 and for the years ended December 31, 2016, December 31, 2015 and December 31, 2014:
Many of our joint ventures and VIEs only perform on a single contract. The modification or termination of a contract under a joint venture or VIE could trigger an impairment in the fair value of our investment in these entities. In the aggregate, our maximum exposure to losses as a result of our investment consists of our (i) $7.8 million investment in unconsolidated subsidiaries, (ii) $0.1 million in receivables from our unconsolidated joint ventures, (iii) $2.2 million of notes receivable from Palm Trading Investment Corp, and (iv) contingent liabilities that were neither probable nor reasonably estimable as of December 31, 2016. |
Consolidating Financial Statements of Subsidiary Guarantors |
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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 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., Culpepper National Security Solutions LLC, and Highground Global, Inc. ("Subsidiary Guarantors"). The Senior Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by the Parent and the Subsidiary Guarantors other than Culpeper National Security Solutions LLC, and Highground Global, Inc. Each of the Subsidiary Issuer and the Subsidiary Guarantors is 100% owned by the Company. Under the Senior Unsecured Notes Indenture and the Indenture governing the New Notes, a guarantee of a Subsidiary Guarantor will terminate upon the following customary circumstances: (i) the sale of the capital stock of such Subsidiary Guarantor if such sale complies with the indenture; (ii) the designation of such Subsidiary Guarantor as an unrestricted subsidiary; (iii) if such Subsidiary Guarantor no longer guarantees certain other indebtedness of the Subsidiary Issuer or (iv) the defeasance or discharge of the indenture. The following condensed consolidating financial statements present (i) condensed consolidating balance sheets as of December 31, 2016 and December 31, 2015, (ii) the condensed consolidating statement of operations and comprehensive loss for the years ended December 31, 2016, December 31, 2015 and December 31, 2014, (iii) condensed consolidating statements of cash flows for the years ended December 31, 2016, December 31, 2015 and December 31, 2014 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 Senior Unsecured Notes and the New Notes. |
Subsequent Events |
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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, 2016, except as disclosed within the Notes to the consolidated financial statements. |
Condensed Financial Information of Registrant |
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Condensed Financial Information of Registrant | Condensed Financial Information of Registrant DELTA TUCKER HOLDINGS, INC. CONDENSED BALANCE SHEETS
See notes to this schedule DELTA TUCKER HOLDINGS, INC. CONDENSED STATEMENTS OF OPERATIONS
See notes to this schedule DELTA TUCKER HOLDINGS, INC. CONDENSED STATEMENTS OF CASH FLOWS
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, 2016. As the parent guarantor to DynCorp International Inc., we are subject to certain restrictions set forth under the 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 Our equity was initially comprised of a capital contribution of $550.9 million. Between our inception and December 31, 2016, our equity has been impacted by our earnings, changes in other comprehensive loss and additional paid in capital. |
Valuation and Qualifying Accounts |
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Valuation and Qualifying Accounts | Schedule II - Valuation and Qualifying Accounts Delta Tucker Holdings, Inc. For the years ended December 31, 2016, December 31, 2015 and December 31, 2014
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Significant Accounting Policies and Accounting Developments (Policies) |
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Pending Debt Maturities | Pending Debt Maturities As described further in Note 7, the credit agreement governing the New Senior Credit Facility contains a provision that would result in all outstanding principal under the New Term Loan and the class B revolving facility maturing on May 8, 2017 if by May 8, 2017 all of the outstanding principal of the Senior Unsecured Notes has 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 have not been paid in full with the proceeds of new equity, capital contributions or new unsecured debt that is expressly subordinated to the New Senior Credit Facility. The Company has received a support letter from Cerberus (the “Support Letter”) committing to fund the redemption of all outstanding Senior Unsecured Notes on or before May 5, 2017 with the proceeds of new equity or capital contributions (the “New Cerberus Financing”). The Support Letter is irrevocable and unconditional, except in the limited circumstances of a material adverse change in the operations, liabilities or financial condition of DynCorp International and its subsidiaries, taken as a whole, as a result of pending or threatened claims, litigation or judgments between the date of the Support Letter and May 5, 2017 in excess of any accruals or reserves reflected in the Company’s audited financial statements as of December 31, 2016 (the “Material Adverse Change Condition”). We have therefore sent a notice of redemption to the holders of the Senior Unsecured Notes for a redemption of all of the remaining Senior Unsecured Notes on April 24, 2017, conditioned on the receipt of the proceeds of the New Cerberus Financing or other equity and/or debt financings and/or capital contributions. Since Cerberus has agreed to provide the New Cerberus Financing irrevocably and unconditionally except in the limited circumstances of the Material Adverse Change Condition, the Company expects to complete the redemption before May 8, 2017, in which case the maturity dates of the New Term Loan and the class B revolving facility would remain at July 7, 2020 and July 7, 2019, respectively, and not be accelerated. |
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Fiscal Year | Fiscal Year The Company's quarterly periods end 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, 2016, December 31, 2015 and December 31, 2014. |
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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 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. |
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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. |
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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. |
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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. |
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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. In June 2016, we received $30 million in cash for the Cerberus 3L Notes under the Third Lien Credit Agreement. The proceeds are restricted to pay fees and expenses in support of or related to the Company's Global Advisory Group. As of December 31, 2016, the Company classified the restricted cash related to the Third Lien Credit Agreement as a current asset. The increase and decrease of restricted cash related to the Third Lien Credit Agreement are included as investing activities within our consolidated statement of cash flows. See Note 7 for further discussion. |
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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. |
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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. |
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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:
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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. |
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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 an event occurs or circumstances change to suggest that the carrying value may not be recoverable. The first step of the impairment test compares the fair value of each of our reporting units with its carrying amount, including indefinite-lived assets. If the fair value of a reporting unit exceeds its carrying amount, the indefinite-lived assets of the reporting unit are not considered impaired, and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of the impairment loss, if any. |
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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. 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. |
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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. |
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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 loss. Our foreign currency transactional gains and losses were not material for the calendar years ended December 31, 2016, December 31, 2015 and December 31, 2014. |
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Operating Segments | Operating Segments In October 2016, the Company amended its organizational structure. The Company’s previous two operating and reporting segments, DynAviation and DynLogistics, were re-aligned into three operating and reporting segments: Aviation Engineering, Logistics, and Sustainment ("AELS"), Aviation Operations and Life Cycle Management ("AOLC") and DynLogistics. Our chief operating decision maker, Chief Executive Officer Lewis Von Thaer, assesses performance and allocates resources based upon the separate financial information around the Company’s operating segments, which is comprised of numerous contracts. |
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Accounting Developments | Recently Adopted Accounting Standards In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Topic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statements are issued on both an interim and annual basis. If such conditions or events exist, an entity should disclose that there is substantial doubt about the entity’s ability to continue as a going concern for a period of one year following the date its financial statements are issued. Disclosure should include the principal conditions or events that raise substantial doubt, management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations, and management’s plans that are intended to alleviate those conditions or events. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and for interim reporting periods thereafter and early adopted is permitted. We adopted ASU 2014-15 as of December 31, 2016. The adoption of ASU 2014-15 did not have a material impact on our consolidated financial statements or disclosures. In January 2015, the FASB issued Accounting Standards Update ("ASU") No. 2015-01, Income Statement-Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. ASU 2015-01 eliminates from GAAP the concept of extraordinary items. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, and may be applied either prospectively or retrospectively to all prior periods presented in the financial statements. We prospectively adopted ASU No. 2015-01 during the year ended December 31, 2016. The adoption of this guidance did not have a material impact on our consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 changes the consolidation guidance to address concerns of stakeholders that current accounting for certain legal entities might require a reporting entity to consolidate another legal entity in situations in which the reporting entity’s contractual rights do not give it the ability to act primarily on its own behalf, the reporting entity does not hold a majority of the legal entity’s voting rights, or the reporting entity is not exposed to a majority of the legal entity’s economic benefits or obligations. ASU 2015-02 will be effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. We retrospectively adopted ASU No. 2015-02 during the year ended December 31, 2016. The adoption of this standard did not have a material impact on our consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires that deferred financing costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset, consistent with debt discounts. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update is effective for fiscal years beginning after December 15, 2015, and required retrospective application. We adopted ASU 2015-03 during the year ended December 31, 2016 and applied its provisions retrospectively. The adoption of ASU 2015-03 resulted in the reclassification of current deferred financing costs, net, of $2.4 million related to our term loan (the "Term Loan") under the Senior Credit Facility (as defined in Note 7) and revolving credit facility under the Senior Credit Facility (the "Revolver") from prepaid expenses and other current assets to the current portion of long-term debt and the reclassification of deferred financing costs, net, of $2.8 million related to our Senior Unsecured Notes from total other assets, net, to long-term debt within our Consolidated Balance Sheets as of December 31, 2015. Adoption of this standard did not impact the results of operations, retained earnings, or cash flows in the current or previous interim and annual reporting periods. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which eliminated the previous requirement to present deferred tax liabilities and assets as current and noncurrent amounts in a classified statement of financial position. Instead, entities will be required to classify all deferred tax assets and liabilities as noncurrent in a statement of financial position. This standard is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We adopted and prospectively applied ASU No. 2015-17 during the year ended December 31, 2016. Prior periods were not retroactively adjusted. Adoption of this standard did not impact the results of operations, retained earnings, or cash flows in the current or previous interim and annual reporting periods. In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810): Interests held through Related Parties that are under Common Control, which alters how a decision maker needs to consider indirect interests in a variable interest entity held through an entity under common control and simplifies that analysis to require consideration of only an entity’s proportionate indirect interest in a VIE held through a common control party. ASU 2016-17 amends ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, adopted by the Company during the year ended December 31, 2016, which did not have a material impact upon the consolidated financial position, results of operations or cash flows. The Company adopted and applied ASU 2016-17 during the year ended December 31, 2016. The adoption of this guidance did not have a material impact on our consolidated financial position, results of operations or cash flows. Recently Issued Accounting Developments In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which outlines a single set of comprehensive principles for recognizing revenue under GAAP. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 by one year for all entities and permits early adoption on a limited basis. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. ASU 2016-10 clarifies the implementation guidance on identifying performance obligations. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. ASU 2016-12 clarifies the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition. These ASUs apply to all entities that enter into contracts with customers to transfer goods or services. These ASUs are effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but not before interim and annual reporting periods beginning after December 15, 2016. Entities have the choice to apply these ASUs either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying these standards at the date of initial application and not adjusting comparative information. We are currently evaluating both methods of adoption as well as the effect these standards will have on our consolidated financial statements. 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. We are currently evaluating the potential effects of the adoption of ASU 2015-11 on our consolidated financial position. In February 2016, the FASB issued ASU No. 2016-02, Leases. The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. Entities are required to adopt ASU 2016-02 using a modified retrospective approach, subject to certain optional practice expedients, and apply the provisions of ASU 2016-02 to leasing arrangements existing at or entered into after the earliest comparative period presented in the financial statements. We are currently evaluating the potential effects of the adoption of ASU 2016-02 on our consolidated financial statements. In 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. We are currently evaluating the potential effects of the adoption of ASU 2016-07 on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this update replace the existing incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments are effective for annual reporting periods, and interim periods therein, beginning after December 15, 2019 and applied using a prospective transition approach for debt securities for which an other-than-temporary impairment had been recognized before the effective date. We are currently evaluating the potential effects of the adoption of ASU 2016-13 on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance on how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard is intended to reduce current diversity in practice. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 and will require a retrospective approach. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the potential effects of the adoption of ASU 2016-15 on our consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-16, Accounting for Income Taxes: Intra-entity Asset Transfers of Assets Other than Inventory, which requires that an entity recognize the tax expense from the sale of intra-entity sales of assets, other than inventory, in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. ASU 2016-16 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017 and should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the potential effects of the adoption of ASU 2016-16 on our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. ASU 2016-18 clarifies the guidance on the cash flow classification and presentation of changes in restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flow. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 and will be applied using a retrospective transition method to each period presented. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the potential effects of the adoption of ASU 2016-18 on our consolidated financial statements. In 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. We are currently evaluating the potential effects of the adoption of ASU 2017-01 on our consolidated financial statements and related 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. We are currently evaluating the potential effects of the adoption of ASU 2017-04 on our consolidated financial statements and related disclosures. Other accounting standards updates effective after December 31, 2016 are not expected to have a material effect on our consolidated financial position or annual results of operations and cash flows. |
Significant Accounting Policies and Accounting Developments (Tables) |
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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.
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Equity Method Investment ownership percentages | Economic rights in an active joint venture that the Company does not consider operationally integral are indicated by the ownership percentage in the table listed below.
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Aggregate gross favorable and unfavorable adjustments to income (loss) before income taxes | The following table presents the aggregate gross favorable and unfavorable adjustments to loss before income taxes resulting from changes in contract estimates, for the years ended December 31, 2016, December 31, 2015 and December 31, 2014.
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Summary of standard depreciation and amortization policies | Our standard depreciation and amortization policies are as follows:
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Composition of Certain Financial Statement Captions (Tables) |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Prepaid expenses and other current assets | Prepaid expenses and other current assets
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Property and equipment, net | Property and equipment, net
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Other assets, net | Other assets, net
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Accrued payroll and employee costs | Accrued payroll and employee costs
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Accrued liabilities | Accrued liabilities
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Goodwill, Other Intangible Assets, and Long-Lived Assets (Tables) |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill balances for segments | The carrying amount of goodwill, by segment, was as follows:
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Information about changes relating to certain intangible assets | The following tables provide information about changes relating to certain intangible assets:
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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, 2016:
(1)The future amortization is inclusive of the finite lived intangible-assets. |
Income Taxes (Tables) |
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Domestic and foreign components of Income (loss) before income taxes | The domestic and foreign components of Loss before income taxes are as follows:
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Benefit (provision for) from income taxes | The (Provision) benefit for income taxes consists of the following:
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Schedule of deferred tax assets and liabilities | Temporary differences, which give rise to deferred tax assets and liabilities, were as follows:
Deferred tax assets and liabilities are reported as:
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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:
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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:
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Accounts Receivable (Tables) |
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Receivables [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts receivable | Accounts Receivable, net consisted of the following:
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Retirement Plans (Tables) |
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of pension fund | Our participation in the IAMNPF for the years ended December 31, 2016, December 31, 2015 and December 31, 2014 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 2016, 2015 and 2014 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 percent funded, plans in the yellow zone are between 65 percent and 80 percent funded, and plans in the green zone are at least 80 percent 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.
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Debt (Tables) |
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Long-term Debt, Unclassified [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of debt | Debt consisted of the following:
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Schedule of maximum leverage ratios by period end | The maximum total leverage ratios under the New Senior Credit Facility are set forth below as follows:
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Schedule of interest coverage ratios by period end | The minimum interest coverage ratios under the New Senior Credit Facility are set forth below as follows:
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Schedule of debt redemption prices | PIK Interest to but excluding the redemption date, if redeemed during the 12-month period commencing on July 1 of the years set forth below:
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Commitments and Contingencies (Tables) |
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Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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, 2016, are as follows:
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Equity (Tables) |
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of assumptions used | A summary of the Class B Interest plans activity for the years ended December 31, 2016 and December 31, 2015 is as follows:
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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, 2016 and December 31, 2015:
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Fair Value of Financial Assets and Liabilities (Tables) |
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Estimate of fair value of long-term debt based on quoted prices in active markets | 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 our Cerberus 3L Notes (as defined in Note 7) is based on Level 3 inputs, as defined above. We used the following techniques in determining the fair value disclosed for the Cerberus 3L Notes classified as Level 3. The fair value as December 31, 2016, has been calculated by discounting the expected cash flows using a discount rate of 17.9%. 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.
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Segment and Geographic Information (Tables) |
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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:
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Schedule of Assets Allocation to segment |
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Summary of Revenue by geography | Revenue by geography is determined based on the location of services provided.
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Related Parties, Joint Ventures and Variable Interest Entities (Tables) |
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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:
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Selected financial information for related parties and equity method investees | The following tables present selected financial information for DIFZ as of December 31, 2016 and December 31, 2015 and for the years ended December 31, 2016, December 31, 2015 and December 31, 2014:
The following tables present selected financial information for our equity method investees as of December 31, 2016 and December 31, 2015 and for the years ended December 31, 2016, December 31, 2015 and December 31, 2014:
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Consolidating Financial Statements of Subsidiary Guarantors (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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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, 2016
Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Operations Information For the year ended December 31, 2015
Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Operations Information For the year ended December 31, 2014
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Schedule of Condensed Statement of Comprehensive Income | Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Loss For the year ended December 31, 2016
Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Loss For the year ended December 31, 2015
Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Loss For the year ended December 31, 2014
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Condensed Consolidating Balance Sheet Information | Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Balance Sheet Information December 31, 2016
Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Balance Sheet Information December 31, 2015
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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, 2016
Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Cash Flow Information For the year ended December 31, 2015
Delta Tucker Holdings, Inc. and Subsidiaries Condensed Consolidating Statement of Cash Flow Information For the year ended December 31, 2014
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Significant Accounting Policies and Accounting Developments (Details) - USD ($) |
12 Months Ended | |||||
---|---|---|---|---|---|---|
Dec. 31, 2016 |
Jun. 30, 2016 |
Jun. 15, 2016 |
Mar. 25, 2016 |
Dec. 31, 2015 |
Jul. 10, 2010 |
|
Variable Interest Entity [Line Items] | ||||||
Debt issuance costs, net | $ 5,909,000 | $ 5,241,000 | ||||
Long-term debt, gross | 650,935,000 | 642,272,000 | ||||
Long-term debt, fair value | $ 632,456,000 | 637,031,000 | ||||
Partnership for Temporary Housing LLC (PaTH) | ||||||
Variable Interest Entity ownership percentages | ||||||
Variable interest entity ownership percentage | 30.00% | |||||
Contingency Response Services LLC (CRS) | ||||||
Variable Interest Entity ownership percentages | ||||||
Variable interest entity ownership percentage | 45.00% | |||||
Global Response Services LLC (GRS) | ||||||
Variable Interest Entity ownership percentages | ||||||
Variable interest entity ownership percentage | 51.00% | |||||
Global Linguist Solutions LLC (GLS) | ||||||
Variable Interest Entity ownership percentages | ||||||
Variable interest entity ownership percentage | 51.00% | |||||
Senior Secured Notes at 10.375% | ||||||
Variable Interest Entity [Line Items] | ||||||
Long-term debt, fair value | $ 39,300,000 | |||||
Percentage of senior unsecured notes | 10.375% | 10.375% | 10.375% | |||
Fair Value, Measurements, Recurring | ||||||
Variable Interest Entity [Line Items] | ||||||
Long-term debt, fair value | $ 590,179,000 | 517,619,000 | ||||
Fair Value, Measurements, Recurring | Cerberus 3L Note | ||||||
Variable Interest Entity [Line Items] | ||||||
Long-term debt, fair value | 9,624,000 | |||||
Fair Value, Measurements, Recurring | Senior Secured Notes at 10.375% | ||||||
Variable Interest Entity [Line Items] | ||||||
Long-term debt, fair value | 37,132,000 | 337,838,000 | ||||
Fair Value, Measurements, Recurring | Reported Value Measurement | ||||||
Variable Interest Entity [Line Items] | ||||||
Long-term debt, gross | 642,272,000 | |||||
Fair Value, Measurements, Recurring | Reported Value Measurement | Cerberus 3L Note | ||||||
Variable Interest Entity [Line Items] | ||||||
Debt issuance costs, net | 80,000 | |||||
Long-term debt, gross | 30,831,000 | $ 30,000,000 | $ 30,000,000 | |||
Long-term debt, fair value | 30,751,000 | $ 23,100,000 | ||||
Fair Value, Measurements, Recurring | Reported Value Measurement | Senior Secured Notes at 10.375% | ||||||
Variable Interest Entity [Line Items] | ||||||
Debt issuance costs, net | 0 | 2,835,000 | ||||
Long-term debt, gross | 39,319,000 | 455,000,000 | ||||
Long-term debt, fair value | $ 39,319,000 | 452,165,000 | ||||
Current portion of long term debt | Accounting Standards Update 2015-03 | ||||||
Variable Interest Entity [Line Items] | ||||||
Debt issuance costs, net | 2,400,000 | |||||
Prepaid Expenses and Other Current Assets | Accounting Standards Update 2015-03 | ||||||
Variable Interest Entity [Line Items] | ||||||
Debt issuance costs, net | $ (2,400,000) | (2,400,000) | ||||
Other Assets | Accounting Standards Update 2015-03 | ||||||
Variable Interest Entity [Line Items] | ||||||
Debt issuance costs, net | $ (2,800,000) | (2,800,000) | ||||
Long-term Debt | Accounting Standards Update 2015-03 | ||||||
Variable Interest Entity [Line Items] | ||||||
Debt issuance costs, net | $ 2,800,000 |
Significant Accounting Policies and Accounting Developments (Details 1) |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Babcock DynCorp Limited (Babcock) | |
Equity Method Investment ownership percentages | |
Variable interest entity ownership percentage | 44.00% |
Significant Accounting Policies and Accounting Developments (Details 2) - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Accounting Policies [Abstract] | |||
Gross favorable adjustments | $ 27.9 | $ 29.2 | $ 7.4 |
Gross unfavorable adjustments | (31.8) | (3.3) | (53.9) |
Net adjustments | $ (3.9) | $ 25.9 | $ (46.5) |
Significant Accounting Policies and Accounting Developments (Details 3) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Property, Plant and Equipment [Line Items] | |||
Foreign currency transactional gains (losses) | $ 0 | $ 0 | $ 0 |
Aircraft | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment useful life | 5 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 | ||
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 |
Significant Accounting Policies and Accounting Developments (Details Textual) $ in Thousands |
12 Months Ended | ||||
---|---|---|---|---|---|
Dec. 31, 2016
USD ($)
group
|
Jun. 15, 2016 |
Dec. 31, 2015
USD ($)
|
Mar. 31, 2012 |
Jul. 10, 2010 |
|
Variable Interest Entity [Line Items] | |||||
Long-term debt, fair value | $ 632,456 | $ 637,031 | |||
Number of equity method investees classification groups | group | 2 | ||||
Percentage of interest in joint venture, Percent | 100.00% | ||||
Ownership interest | 50.00% | ||||
Income tax settlement position | 100.00% | ||||
DynCorp International FZ - LLC (DIFZ) | |||||
Variable Interest Entity [Line Items] | |||||
Variable interest entity ownership percentage | 25.00% | ||||
Senior Secured Notes at 10.375% | |||||
Variable Interest Entity [Line Items] | |||||
Long-term debt, fair value | $ 39,300 | ||||
Percentage of senior unsecured notes | 10.375% | 10.375% | 10.375% |
Composition of Certain Financial Statement Captions (Details) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Prepaid expenses and other current assets | ||
Prepaid expenses | $ 39,895 | $ 30,985 |
Income tax refunds receivable | 0 | 204 |
Inventories | 18,451 | 14,776 |
Work-in-process inventory, net | 164 | 1,733 |
Joint venture receivables | 84 | 460 |
Other current assets | 7,100 | 7,525 |
Total prepaid expenses and other current assets | $ 65,694 | $ 55,683 |
Composition of Certain Financial Statement Captions (Details Textual) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2016 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Mar. 25, 2016 |
|
Restructuring Cost and Reserve [Line Items] | |||||
Debt issuance costs, net | $ 5,909 | $ 5,241 | |||
Machinery and Equipment, Gross | 2,997 | 1,723 | |||
Assets held for sale | 0 | $ 7,913 | |||
Composition of Certain Financial Statement Captions (Textual) [Abstract] | |||||
Maximum percentage of prepaid expense on current assets | 5.00% | ||||
Inventory adjustments | 300 | ||||
Accrual for property additions | 300 | $ 300 | |||
Depreciation expense | 4,200 | 5,800 | $ 5,700 | ||
Other liabilities | 12,500 | 13,600 | |||
Deferred compensation liability, classified, noncurrent | 4,300 | 4,400 | |||
Expected unrecognized tax benefit, inclusive of penalties | 3,300 | 3,300 | |||
Liabilities held for sale | 0 | 784 | |||
Investment in affiliates | 7,825 | 6,712 | |||
Asset impairment charges | $ 1,800 | 1,800 | |||
Tysons Corner | |||||
Composition of Certain Financial Statement Captions (Textual) [Abstract] | |||||
Long-term lease obligation | $ 3,300 | 3,800 | |||
Accounting Standards Update 2015-03 | Current portion of long term debt | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Debt issuance costs, net | 2,400 | ||||
Accounting Standards Update 2015-03 | Prepaid Expenses and Other Current Assets | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Debt issuance costs, net | (2,400) | $ (2,400) | |||
Accounting Standards Update 2015-03 | Long-term Debt | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Debt issuance costs, net | 2,800 | ||||
Accounting Standards Update 2015-03 | Other Assets | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Debt issuance costs, net | $ (2,800) | $ (2,800) |
Composition of Certain Financial Statement Captions Assets and Liabilities Held for Sale (Details) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Assets held for sale | $ 0 | $ 7,913 |
Liabilities held for sale | $ 0 | $ (784) |
Composition of Certain Financial Statement Captions (Details 1) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Property and equipment, net | ||
Aircraft | $ 2,997 | $ 1,723 |
Computers and related equipment | 7,161 | 6,390 |
Leasehold improvements | 20,934 | 18,847 |
Office furniture and fixtures | 5,499 | 5,335 |
Vehicles | 3,430 | 3,260 |
Gross property and equipment | 40,021 | 35,555 |
Less accumulated depreciation | (23,385) | (19,861) |
Total property and equipment, net | $ 16,636 | $ 15,694 |
Composition of Certain Financial Statement Captions (Details 2) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Other assets, net | ||
Investment in affiliates | $ 7,825 | $ 6,712 |
Palm promissory notes, long-term portion | 2,034 | 2,079 |
Other | 3,513 | 3,536 |
Total other assets, net | $ 13,372 | $ 12,327 |
Composition of Certain Financial Statement Captions (Details 3) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Wages, compensation and other benefits | $ 82,062 | $ 85,216 |
Accrued vacation | 12,462 | 14,433 |
Accrued contributions to employee benefit plans | 1,056 | 1,032 |
Total accrued payroll and employee costs | $ 95,580 | $ 100,681 |
Composition of Certain Financial Statement Captions (Details 4) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Accrued liabilities | ||
Customer liability | $ 20,762 | $ 21,183 |
Accrued insurance | 26,201 | 35,530 |
Accrued interest | 25,807 | 24,370 |
Contract losses | 10,912 | 15,718 |
Legal reserves | 4,597 | 5,063 |
Subcontractor retention | 250 | 1,646 |
Other | 15,549 | 11,208 |
Total accrued liabilities | $ 104,078 | $ 114,718 |
Goodwill, Other Intangible Assets, and Long-Lived Assets (Details Textual) $ in Thousands |
3 Months Ended | 9 Months Ended | 12 Months Ended | ||
---|---|---|---|---|---|
Dec. 31, 2016
USD ($)
operating_and_reporting_segment
|
Sep. 30, 2016
reporting_unit
operating_and_reporting_segment
segment
|
Dec. 31, 2016
USD ($)
|
Dec. 31, 2015
USD ($)
reporting_unit
|
Dec. 31, 2014
USD ($)
|
|
Subsidiary or Equity Method Investee [Line Items] | |||||
Valuation allowance | $ 88,806 | $ 88,806 | $ 71,616 | ||
Number of operating and reportable segment | operating_and_reporting_segment | 3 | 2 | |||
Number of Reporting Units | segment | 5 | ||||
Number of new segments | reporting_unit | 5 | ||||
Goodwill, Impaired, Accumulated Impairment Loss | $ (700,400) | (700,400) | $ (700,400) | ||
Number of Reporting Segments with Recorded Goodwill | reporting_unit | 2 | ||||
Impairment of goodwill | 0 | $ 86,795 | |||
Amortization expense | 31,800 | 31,400 | $ 44,000 | ||
Capitalized software net value | 3,700 | 3,700 | 2,900 | ||
DynAviation | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Number of new segments | reporting_unit | 2 | ||||
AELS | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Goodwill, Impaired, Accumulated Impairment Loss | (149,000) | (149,000) | (149,000) | ||
Impairment of goodwill | 0 | 86,795 | |||
AOLC | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Goodwill, Impaired, Accumulated Impairment Loss | (293,400) | (293,400) | (293,400) | ||
DynLogistics | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Number of new segments | reporting_unit | 3 | ||||
Goodwill, Impaired, Accumulated Impairment Loss | (197,900) | (197,900) | (197,900) | ||
Impairment of goodwill | 0 | 0 | |||
GLS | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Goodwill, Impaired, Accumulated Impairment Loss | (60,100) | (60,100) | |||
Other Intangible Assets, FAA Part 135 | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Impairment, indefinite | 3,949 | ||||
Other Intangible Assets, FAA Part 145 | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Impairment, indefinite | 1,110 | ||||
Domestic Tax Authority | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Operating Loss Carryforwards | 9,100 | 9,100 | 5,000 | ||
State | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Operating Loss Carryforwards | 131,000 | 131,000 | 133,700 | ||
Foreign | |||||
Subsidiary or Equity Method Investee [Line Items] | |||||
Tax Credit Carryforward, Amount | $ 30,500 | $ 30,500 | $ 25,600 |
Goodwill, Other Intangible Assets, and Long-Lived Assets (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Goodwill balances for segments | ||
Balance | $ 42,093 | $ 128,888 |
Impairment of goodwill, intangibles and long lived assets | 0 | (86,795) |
Balance | 42,093 | 42,093 |
AELS | ||
Goodwill balances for segments | ||
Balance | 0 | 86,795 |
Impairment of goodwill, intangibles and long lived assets | 0 | (86,795) |
Balance | 0 | 0 |
AOLC | ||
Goodwill balances for segments | ||
Balance | 0 | 0 |
Balance | 0 | 0 |
DynLogistics | ||
Goodwill balances for segments | ||
Balance | 42,093 | 42,093 |
Impairment of goodwill, intangibles and long lived assets | 0 | 0 |
Balance | $ 42,093 | $ 42,093 |
Goodwill, Other Intangible Assets, and Long-Lived Assets (Details 1) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Information about changes relating to certain intangible assets | ||
Gross carrying value, indefinite | $ 28,536 | $ 28,536 |
Customer-related intangible assets | ||
Information about changes relating to certain intangible assets | ||
Weighted Average Useful Life (Years) | 3 years | 4 years |
Gross carrying value, finite | $ 252,615 | $ 252,615 |
Accumulated amortization, finite | (172,242) | (142,020) |
Total intangible asset, impairment | 0 | |
Net, finite | $ 80,373 | $ 110,595 |
Other Intangible Assets | ||
Information about changes relating to certain intangible assets | ||
Weighted Average Useful Life (Years) | 1 year | 8 months 12 days |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 5,059 | |
Gross carrying value, finite | $ 14,238 | 13,325 |
Accumulated amortization, finite | (10,542) | (10,430) |
Total intangible asset, impairment | (5,059) | |
Finite-Lived Intangible Assets, Transferred To Assets Held For Sale | (11) | |
Indefinite-Lived Intangible Assets, Transferred To Assets Held For Sale | 0 | |
Intangible Assets, Net (Excluding Goodwill), Transferred To Assets Held For Sale | 11 | |
Net, finite | 3,696 | 2,884 |
Impairment, indefinite | (5,059) | |
Indefinite Lived , Net of Impairment | 0 | |
Total intangible asset, gross | 266,853 | 270,999 |
Total intangible asset, accumulated amortization | 182,784 | 152,450 |
Total intangible asset, net | $ 84,069 | $ 113,479 |
Tradenames | ||
Information about changes relating to certain intangible assets | ||
Weighted Average Useful Life (Years) | 12 days | 12 days |
Accumulated amortization, finite | $ (869) | $ (869) |
Total intangible asset, impairment | (164) | |
Finite-Lived Intangible Assets, Transferred To Assets Held For Sale | 0 | |
Indefinite-Lived Intangible Assets, Transferred To Assets Held For Sale | 0 | |
Intangible Assets, Net (Excluding Goodwill), Transferred To Assets Held For Sale | 0 | |
Net, finite | 0 | 0 |
Gross carrying value, finite | 869 | 869 |
Gross carrying value, indefinite | 28,536 | 28,700 |
Impairment, indefinite | (164) | |
Indefinite Lived , Net of Impairment | 28,536 | 28,536 |
Total intangible asset, gross | 29,405 | 29,569 |
Total intangible asset, accumulated amortization | 869 | 869 |
Total intangible asset, net | $ 28,536 | $ 28,536 |
Goodwill, Other Intangible Assets, and Long-Lived Assets (Details 2) $ in Thousands |
Dec. 31, 2016
USD ($)
|
[1] | ||
---|---|---|---|---|
Future amortization based upon the finite-lived intangible assets owned and the finite-lived tradenames | ||||
Estimate for calendar year 2017 | $ 29,524 | |||
Estimate for calendar year 2018 | 21,746 | |||
Estimate for calendar year 2019 | 21,506 | |||
Estimate for calendar year 2020 | 11,050 | |||
Estimate for calendar year 2021 | 243 | |||
Thereafter | $ 0 | |||
|
Income Taxes (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Domestic and foreign components of Income (loss) before income taxes | |||
Domestic | $ (45,100) | $ (143,446) | $ (286,799) |
Foreign | 2,245 | 3,981 | (1,391) |
Loss before income taxes | $ (42,855) | $ (139,465) | $ (288,190) |
Income Taxes (Details 1) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Current portion: | |||
Federal | $ 0 | $ 0 | $ 311 |
State | (775) | (550) | (800) |
Foreign | (8,424) | (7,391) | (3,363) |
Total income tax of current portion | (9,199) | (7,941) | (3,852) |
Deferred portion: | |||
Federal | 163 | 16,024 | 23,001 |
State | 37 | 388 | 739 |
Foreign | (1,139) | 201 | 682 |
Total Income tax of Deferred portion | (939) | 16,613 | 24,422 |
(Provision) benefit for income taxes | $ (10,138) | $ 8,672 | $ 20,570 |
Income Taxes (Details 2) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Deferred tax assets related to: | ||
Workers' compensation accrual | $ 5,007 | $ 8,430 |
Accrued vacation | 3,780 | 3,586 |
Completion bonus allowance | 6,260 | 4,984 |
Accrued severance | 354 | 1,494 |
Accrued executive incentives | 8,396 | 6,754 |
Legal reserve | 1,645 | 1,812 |
Allowance for doubtful accounts | 8,366 | 8,942 |
Accrued health costs | 3,414 | 2,798 |
Contract loss reserve | 5,083 | 7,107 |
Other accrued liabilities and reserves | 6,619 | 8,195 |
Partnership / joint venture basis differences | 3,629 | 4,731 |
Foreign tax credit carryforward | 30,495 | 25,571 |
Net operating loss carryforward | 4,222 | 2,793 |
Other carryforwards | 1,393 | 816 |
Uncertain tax positions | 943 | 943 |
Goodwill and other intangible assets | 52,477 | 37,015 |
Valuation allowance | (88,806) | (71,616) |
Total deferred tax assets | 53,277 | 54,355 |
Deferred tax liabilities related to: | ||
Prepaid insurance | (6,865) | (3,942) |
Indefinite lived intangibles | (15,473) | (15,473) |
Unbilled receivables | (45,764) | (48,910) |
Total deferred tax liabilities | (68,102) | (68,325) |
Total deferred tax liabilities, net | $ (14,825) | $ (13,970) |
Income Taxes (Details 3) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Income Tax Disclosure [Abstract] | ||
Current deferred tax liabilities, net | $ 0 | $ (27,334) |
Deferred Tax Liabilities, Net, Noncurrent | (14,825) | 0 |
Non-current deferred tax (liabilities) assets, net | 0 | (13,364) |
Total deferred tax liabilities, net | $ (14,825) | $ (13,970) |
Income Taxes (Details 4) |
12 Months Ended | ||||
---|---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|||
Income Tax Disclosure [Abstract] | |||||
Statutory rate | 35.00% | 35.00% | 35.00% | ||
State income tax, less effect of federal deduction | (1.70%) | (0.10%) | 0.00% | ||
Noncontrolling interests | 0.90% | 0.50% | 0.30% | ||
Goodwill impairment | [1] | (0.00%) | (11.60%) | (11.20%) | |
Uncertain tax positions | 0.00% | 0.00% | 0.10% | ||
Nondeductible meals and entertainment | (2.20%) | (0.70%) | (0.30%) | ||
Nondeductible expenses | (2.70%) | (0.20%) | (0.50%) | ||
Valuation allowance | (52.90%) | (16.70%) | (16.20%) | ||
Other | (0.10%) | 0.00% | (0.10%) | ||
Effective tax rate | (23.70%) | 6.20% | 7.10% | ||
|
Income Taxes (Details 5) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Reconciliation of the beginning and ending amount of unrecognized tax benefits | ||
Unrecognized income tax benefits, beginning balance | $ 2,634 | $ 7,340 |
Additions for tax positions related to prior years | 0 | 0 |
Reductions for tax positions of prior years | 0 | (112) |
Settlements | 0 | 0 |
Remeasurements | 0 | 0 |
Net releases | 0 | 0 |
Lapse of statute of limitations | 0 | (4,594) |
Unrecognized income tax benefits, ending balance | $ 2,634 | $ 2,634 |
Income Taxes (Details Textual) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | $ 88,806,000 | $ 71,616,000 | |
Unrecognized tax benefit | 2,634,000 | 2,634,000 | $ 7,340,000 |
Unrecognized tax benefits if recognized, affect effective tax rate | 2,300,000 | 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 | 3,300,000 | 3,300,000 | |
Income taxes paid, net | 7,810,000 | 2,718,000 | $ 4,601,000 |
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating losses | 9,100,000 | 5,000,000 | |
Income taxes paid, net | 0 | 0 | |
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carry forwards | 30,500,000 | 25,600,000 | |
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating losses | $ 131,000,000 | $ 133,700,000 |
Accounts Receivable (Details) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 300,255 | $ 386,097 |
Billed | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 93,409 | 136,127 |
Unbilled | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 206,846 | $ 249,970 |
Accounts Receivable (Details Textual) $ in Millions |
Dec. 31, 2016
USD ($)
contract_claim
|
Dec. 31, 2015
USD ($)
contract_claim
|
---|---|---|
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Unbilled receivables | $ 26.7 | $ 21.3 |
Number of contract claims | contract_claim | 3 | 4 |
Unbilled receivables, contract claims, current, net of reserves | $ 2.4 | $ 0.0 |
Allowance for doubtful accounts receivable | 17.2 | $ 16.3 |
United States | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 26.0 |
Retirement Plans (Details Textual) |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2017
USD ($)
|
Dec. 31, 2016
USD ($)
installment
employee
agreement
|
Dec. 31, 2015
USD ($)
|
Dec. 31, 2014
USD ($)
|
|
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 | $ 8,800,000 | $ 9,200,000 | $ 11,900,000 | |
Multiemployer plans, plan contributions | $ 0 | $ 0 | $ 0 | |
Number of collective-bargaining agreements | agreement | 28 | |||
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% | |||
Number of employees | employee | 10,700 | |||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | |
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 | $ 10,600 | |||
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% | |||
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 | |||
Unionized Employees Concentration Risk | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Number of employees | employee | 2,600 | |||
Concentration risk, percentage | 24.70% | |||
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 | 7.80% | |||
Scenario, Forecast | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Contributions to the IAMNPF | 23.00% | |||
Collective-bargaining agreements contribution | $ 3,900,000 |
Retirement Plans (Details) - Pension Fund - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Schedule of pension fund | |||
PPA Zone Status | Green | Green | Green |
FIR/RP Status Pending / Implemented | No | ||
Total Contributions of DynCorp International | $ 9,534 | $ 9,341 | $ 6,845 |
Surcharge Imposed | No | ||
Expiration Date of CBA | 6/30/2017 through 8/31/2020 |
Debt (Details) - USD ($) |
8 Months Ended | 12 Months Ended | ||||
---|---|---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2016 |
Jun. 30, 2016 |
Jun. 24, 2016 |
Jun. 15, 2016 |
Dec. 31, 2015 |
|
Debt Instrument [Line Items] | ||||||
Debt less unrestricted cash and cash equivalents | $ 75,000,000 | $ 75,000,000 | ||||
Long-Term Debt | ||||||
Carrying Amount | 650,935,000 | 650,935,000 | $ 642,272,000 | |||
Less current portion of long-term debt | (64,433,000) | (64,433,000) | (187,272,000) | |||
Long-term debt | 586,502,000 | 586,502,000 | 455,000,000 | |||
Original Issue Discount on Term Loan | 12,570,000 | 12,570,000 | ||||
Original Issue Discount on Term Loan, current portion of long-term debt | 1,364,000 | 1,364,000 | ||||
Original Issue Discount on Term Loan, long term-debt | (11,206,000) | (11,206,000) | ||||
Deferred Financing Costs, Net | 5,909,000 | 5,909,000 | 5,241,000 | |||
Deferred Financing Costs, Net, current portion | 226,000 | 226,000 | 2,406,000 | |||
Deferred Financing Costs, Net, long term-debt | (5,683,000) | (5,683,000) | (2,835,000) | |||
Fair Value | 632,456,000 | 632,456,000 | 637,031,000 | |||
Carrying Amount less Original Issue Discount on Term Loan and Deferred Financing Costs, Net | (62,843,000) | (62,843,000) | (184,866,000) | |||
Total long-term debt | 569,613,000 | 569,613,000 | 452,165,000 | |||
Senior Secured Notes at 10.375% | ||||||
Long-Term Debt | ||||||
Fair Value | 39,300,000 | 39,300,000 | ||||
Fair Value, Measurements, Recurring | ||||||
Long-Term Debt | ||||||
Less current portion of long-term debt | (61,367,000) | (61,367,000) | (179,781,000) | |||
Long-term debt | 528,812,000 | 528,812,000 | 337,838,000 | |||
Fair Value | 590,179,000 | 590,179,000 | 517,619,000 | |||
Fair Value, Measurements, Recurring | Senior Secured Notes at 10.375% | ||||||
Long-Term Debt | ||||||
Fair Value | 37,132,000 | 37,132,000 | 337,838,000 | |||
Fair Value, Measurements, Recurring | Term Loan | ||||||
Long-Term Debt | ||||||
Fair Value | 200,141,000 | 200,141,000 | 179,781,000 | |||
Fair Value, Measurements, Recurring | 11.75% Senior Secured Second Lien Notes | ||||||
Long-Term Debt | ||||||
Fair Value | 343,282,000 | 343,282,000 | ||||
Fair Value, Measurements, Recurring | Cerberus 3L Note | ||||||
Long-Term Debt | ||||||
Fair Value | $ 9,624,000 | $ 9,624,000 | ||||
Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Minimum spread over other variable rates | 1.00% | |||||
Floor variable base rate | 2.75% | |||||
Base Rate | New Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Applicable margin for term loan | 5.00% | |||||
London Interbank Offered Rate (LIBOR) | New Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Applicable margin for term loan | 6.00% | |||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt less unrestricted cash and cash equivalents | $ 75,000,000 | $ 75,000,000 | ||||
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% | |||||
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% | |||||
Reported Value Measurement | Fair Value, Measurements, Recurring | ||||||
Long-Term Debt | ||||||
Carrying Amount | 642,272,000 | |||||
Less current portion of long-term debt | (187,272,000) | |||||
Long-term debt | 455,000,000 | |||||
Reported Value Measurement | Fair Value, Measurements, Recurring | Senior Secured Notes at 10.375% | ||||||
Long-Term Debt | ||||||
Carrying Amount | $ 39,319,000 | 39,319,000 | 455,000,000 | |||
Deferred Financing Costs, Net | 0 | 0 | 2,835,000 | |||
Fair Value | 39,319,000 | 39,319,000 | 452,165,000 | |||
Reported Value Measurement | Fair Value, Measurements, Recurring | Term Loan | ||||||
Long-Term Debt | ||||||
Carrying Amount | 207,400,000 | 207,400,000 | 187,272,000 | |||
Original Issue Discount on Term Loan | 12,570,000 | 12,570,000 | $ 14,400,000 | |||
Deferred Financing Costs, Net | 4,248,000 | 4,248,000 | 2,406,000 | |||
Fair Value | 190,582,000 | 190,582,000 | $ 184,866,000 | |||
Reported Value Measurement | Fair Value, Measurements, Recurring | 11.75% Senior Secured Second Lien Notes | ||||||
Long-Term Debt | ||||||
Carrying Amount | 373,385,000 | 373,385,000 | ||||
Deferred Financing Costs, Net | 1,581,000 | 1,581,000 | ||||
Fair Value | 371,804,000 | 371,804,000 | ||||
Reported Value Measurement | Fair Value, Measurements, Recurring | Cerberus 3L Note | ||||||
Long-Term Debt | ||||||
Carrying Amount | 30,831,000 | 30,831,000 | $ 30,000,000 | $ 30,000,000 | ||
Original Issue Discount on Term Loan | 0 | 0 | ||||
Deferred Financing Costs, Net | 80,000 | 80,000 | ||||
Fair Value | $ 30,751,000 | $ 30,751,000 | $ 23,100,000 |
Debt (Details Textual) - USD ($) |
7 Months Ended | 8 Months Ended | 12 Months Ended | 24 Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 05, 2017 |
Jun. 15, 2016 |
Apr. 30, 2016 |
Apr. 06, 2016 |
Dec. 31, 2016 |
Dec. 31, 2016 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Jun. 15, 2018 |
Jun. 30, 2016 |
Jun. 24, 2016 |
Mar. 25, 2016 |
Dec. 31, 2013 |
Jul. 10, 2010 |
|
Debt Instrument [Line Items] | |||||||||||||||
Debt issuance costs, net | $ 5,909,000 | $ 5,909,000 | $ 5,909,000 | $ 5,241,000 | |||||||||||
Amortization of debt issuance costs | 4,000,000 | 6,500,000 | $ 6,100,000 | ||||||||||||
Long-term debt, gross | 650,935,000 | 650,935,000 | 650,935,000 | 642,272,000 | |||||||||||
Long-term debt, fair value | 632,456,000 | 632,456,000 | 632,456,000 | 637,031,000 | |||||||||||
Debt instrument, unamortized discount | 12,570,000 | 12,570,000 | 12,570,000 | ||||||||||||
Cash and cash equivalents | 118,218,000 | 118,218,000 | 118,218,000 | 108,782,000 | 94,004,000 | $ 170,845,000 | |||||||||
Additional available borrowing capacity | 48,000,000 | 48,000,000 | 48,000,000 | 102,200,000 | |||||||||||
Debt less unrestricted cash and cash equivalents | 75,000,000 | 75,000,000 | 75,000,000 | ||||||||||||
Repayments of senior debt | 45,000,000 | 0 | $ 0 | ||||||||||||
Costs and expenses, audit costs settled | 1,400,000 | ||||||||||||||
Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt less unrestricted cash and cash equivalents | 75,000,000 | 75,000,000 | $ 75,000,000 | ||||||||||||
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% | ||||||||||||||
Revolving Credit Facility, Class B | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, maximum borrowing | 85,800,000.0 | 85,800,000.0 | $ 85,800,000.0 | ||||||||||||
Revolving Credit Facility, Class B | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Cash and cash equivalents | $ 60,000,000 | $ 60,000,000 | $ 60,000,000 | ||||||||||||
Revolving Credit Facility, Class B | Base Rate | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Applicable margin for term loan | 5.00% | ||||||||||||||
Revolving Credit Facility, Class B | Base Rate | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Applicable margin for term loan | 4.50% | ||||||||||||||
Revolving Credit Facility, Class B | London Interbank Offered Rate (LIBOR) | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Applicable interest rates for letter of credit sub-facility | 5.75% | 5.75% | 5.75% | ||||||||||||
Revolving Credit Facility, Class B | London Interbank Offered Rate (LIBOR) | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Applicable margin for term loan | 6.00% | ||||||||||||||
Revolver rate | 0.75% | ||||||||||||||
Revolving Credit Facility, Class B | London Interbank Offered Rate (LIBOR) | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Applicable margin for term loan | 5.50% | ||||||||||||||
Revolver rate | 0.50% | ||||||||||||||
Term Loan Facility | Eurocurrency Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Applicable margin for term loan | 4.50% | ||||||||||||||
Term Loan Facility | Base Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Applicable margin for term loan | 3.50% | ||||||||||||||
Revolving Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term line of credit | $ 0 | $ 0 | $ 0 | 0 | |||||||||||
Line of credit facility, minimum liquidity requirement, amount first year | 60,000,000 | 60,000,000 | 60,000,000 | ||||||||||||
Line of credit facility, minimum liquidity requirement, amount thereafter | 50,000,000 | 50,000,000 | $ 50,000,000 | ||||||||||||
Revolving Credit Facility | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Revolver rate | 0.75% | ||||||||||||||
Revolving Credit Facility | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Revolver rate | 0.50% | ||||||||||||||
Revolving Credit Facility | Eurocurrency Rate | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Applicable margin for term loan | 4.50% | ||||||||||||||
Revolving Credit Facility | Eurocurrency Rate | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Applicable margin for term loan | 4.00% | ||||||||||||||
Revolving Credit Facility | Base Rate | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Applicable margin for term loan | 3.50% | ||||||||||||||
Revolving Credit Facility | Base Rate | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Applicable margin for term loan | 3.00% | ||||||||||||||
Revolving Credit Facility, Class A | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, maximum borrowing | $ 24,800,000.0 | $ 24,800,000.0 | $ 24,800,000.0 | ||||||||||||
Revolving Credit Facility, Class A | London Interbank Offered Rate (LIBOR) | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Applicable interest rates for letter of credit sub-facility | 0.50% | 0.50% | 0.50% | ||||||||||||
Revolving Credit Facility, Class A | London Interbank Offered Rate (LIBOR) | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Applicable margin for term loan | 4.50% | ||||||||||||||
Revolving Credit Facility, Class A | London Interbank Offered Rate (LIBOR) | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Applicable margin for term loan | 4.00% | ||||||||||||||
Letter of Credit | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Additional available borrowing capacity | $ 37,800,000 | $ 37,800,000 | $ 37,800,000 | $ 42,600,000 | |||||||||||
Line of credit fronting fee rate | 0.25% | ||||||||||||||
Revolver rate | 0.50% | ||||||||||||||
Applicable interest rates for letter of credit sub-facility | 4.25% | ||||||||||||||
Letter of Credit | London Interbank Offered Rate (LIBOR) | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Applicable margin for term loan | 4.50% | ||||||||||||||
Letter of Credit | London Interbank Offered Rate (LIBOR) | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Applicable margin for term loan | 4.00% | ||||||||||||||
Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Amortization of debt discount (premium) | $ 1,900,000 | ||||||||||||||
Percentage of actual interest rate under the Term Loan | 6.25% | ||||||||||||||
Cerberus 3L Note | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stated percentage, payable in-kind | 5.00% | ||||||||||||||
Debt instrument, 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 | 15,000,000 | 15,000,000 | ||||||||||||
Senior Secured Notes at 10.375% | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term debt, fair value | $ 39,300,000 | $ 39,300,000 | $ 39,300,000 | ||||||||||||
Debt amount | $ 415,700,000 | $ 455,000,000.0 | |||||||||||||
Repayments of senior debt | $ 45,000,000 | ||||||||||||||
Percentage of senior unsecured notes | 10.375% | 10.375% | 10.375% | 10.375% | 10.375% | ||||||||||
Maturity period of quarterly principle payments | Jul. 01, 2017 | ||||||||||||||
Market value of unsecured loans as, a percentage of stated value | 94.40% | 94.40% | 94.40% | 74.30% | |||||||||||
Line of credit facility, excess cash flow required to be used towards principal repayment, percent | 100.00% | ||||||||||||||
Line of credit facility, 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% | ||||||||||||||
Debt instrument, covenant, total amount of other debt that should not be paid after final maturity or acceleration of indebtedness | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | ||||||||||||
Debt instrument, minimum notice period for redemption | 30 days | ||||||||||||||
Debt instrument, maximum notice period for redemption | 60 days | ||||||||||||||
New Term Loan Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, commitment fee percentage | 7.00% | ||||||||||||||
Percentage of actual interest rate under the Term Loan | 7.75% | 7.75% | 7.75% | ||||||||||||
Long-term debt, maturities, repayments of principal in next twelve months | $ 22,500,000 | $ 22,500,000 | $ 22,500,000 | ||||||||||||
Long-term debt maturities, repayments of principal in year two | $ 22,500,000.0 | $ 22,500,000.0 | $ 22,500,000.0 | ||||||||||||
New Term Loan Facility | Base Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Applicable margin for term loan | 5.00% | ||||||||||||||
New Term Loan Facility | London Interbank Offered Rate (LIBOR) | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Applicable margin for term loan | 6.00% | ||||||||||||||
11.75% Senior Secured Second Lien Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of senior unsecured notes | 11.875% | 11.875% | 11.875% | ||||||||||||
Senior Secured Second Lien Notes Due Two Thousand and Twenty | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of senior unsecured notes | 11.875% | 11.875% | 11.875% | 11.875% | |||||||||||
Stated percentage, payable in-kind | 1.50% | ||||||||||||||
Debt instrument, redemption price requested by holders upon debt covenant noncompliance percentage | 100.00% | ||||||||||||||
Debt instrument, redemption price requested by holders, under certain conditions, percentage | 101.00% | ||||||||||||||
Fair Value, Measurements, Recurring | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term debt, fair value | $ 590,179,000 | $ 590,179,000 | $ 590,179,000 | $ 517,619,000 | |||||||||||
Fair Value, Measurements, Recurring | Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term debt, fair value | 200,141,000 | 200,141,000 | 200,141,000 | 179,781,000 | |||||||||||
Fair Value, Measurements, Recurring | Cerberus 3L Note | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term debt, fair value | 9,624,000 | 9,624,000 | 9,624,000 | ||||||||||||
Fair Value, Measurements, Recurring | Senior Secured Notes at 10.375% | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term debt, fair value | 37,132,000 | 37,132,000 | 37,132,000 | 337,838,000 | |||||||||||
Fair Value, Measurements, Recurring | 11.75% Senior Secured Second Lien Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term debt, fair value | 343,282,000 | 343,282,000 | 343,282,000 | ||||||||||||
Fair Value, Measurements, Recurring | Reported Value Measurement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term debt, gross | 642,272,000 | ||||||||||||||
Fair Value, Measurements, Recurring | Reported Value Measurement | Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt issuance costs, net | 4,248,000 | 4,248,000 | 4,248,000 | 2,406,000 | |||||||||||
Write off of deferred debt issuance cost | 300,000 | ||||||||||||||
Line of credit facility, periodic payment, principal | $ 4,600,000 | ||||||||||||||
Long-term debt, gross | 207,400,000 | 207,400,000 | 207,400,000 | 187,272,000 | |||||||||||
Long-term debt, fair value | 190,582,000 | 190,582,000 | 190,582,000 | 184,866,000 | |||||||||||
Debt instrument, unamortized discount | 12,570,000 | 12,570,000 | 12,570,000 | $ 14,400,000 | |||||||||||
Fair Value, Measurements, Recurring | Reported Value Measurement | Cerberus 3L Note | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt issuance costs, net | 80,000 | 80,000 | 80,000 | ||||||||||||
Long-term debt, gross | $ 30,000,000 | 30,831,000 | 30,831,000 | 30,831,000 | $ 30,000,000 | ||||||||||
Long-term debt, fair value | 23,100,000 | 30,751,000 | 30,751,000 | 30,751,000 | |||||||||||
Debt instrument, unamortized discount | 0 | 0 | 0 | ||||||||||||
Fair Value, Measurements, Recurring | Reported Value Measurement | Senior Secured Notes at 10.375% | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt issuance costs, net | 0 | 0 | 0 | 2,835,000 | |||||||||||
Long-term debt, gross | 39,319,000 | 39,319,000 | 39,319,000 | 455,000,000 | |||||||||||
Long-term debt, fair value | 39,319,000 | 39,319,000 | 39,319,000 | 452,165,000 | |||||||||||
Fair Value, Measurements, Recurring | Reported Value Measurement | 11.75% Senior Secured Second Lien Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt issuance costs, net | 1,581,000 | 1,581,000 | 1,581,000 | ||||||||||||
Long-term debt, gross | 373,385,000 | 373,385,000 | 373,385,000 | ||||||||||||
Long-term debt, fair value | $ 371,804,000 | $ 371,804,000 | $ 371,804,000 | ||||||||||||
Scenario, Forecast | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, other loans to revolver commitment, percent maximum | 50.00% | ||||||||||||||
Scenario, Forecast | Fair Value, Measurements, Recurring | Reported Value Measurement | Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, periodic payment, principal | $ 25,114,000 | ||||||||||||||
Senior Secured Second Lien Notes Due Two Thousand and Twenty | Senior Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term debt, gross | 370,600,000 | ||||||||||||||
Failure to Repay Debt, Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, indenture default limit | $ 12,500,000.0 | ||||||||||||||
2018 | Senior Secured Notes at 10.375% | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Redemption price, percentage of principal | 100.00% | ||||||||||||||
2017 | Senior Secured Notes at 10.375% | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Redemption price, percentage of principal | 106.00% | ||||||||||||||
2018 | Senior Secured Notes at 10.375% | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Redemption price, percentage of principal | 103.00% | ||||||||||||||
2019 and thereafter | Senior Secured Notes at 10.375% | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Redemption price, percentage of principal | 100.00% | ||||||||||||||
Accounting Standards Update 2015-03 | Prepaid Expenses and Other Current Assets | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt issuance costs, net | (2,400,000) | $ (2,400,000) | |||||||||||||
Accounting Standards Update 2015-03 | Other Assets | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt issuance costs, net | (2,800,000) | $ (2,800,000) | |||||||||||||
Accounting Standards Update 2015-03 | Current portion of long term debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt issuance costs, net | 2,400,000 | ||||||||||||||
Accounting Standards Update 2015-03 | Long-term Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt issuance costs, net | $ 2,800,000 |
Debt Debt 2 (Details) |
8 Months Ended |
---|---|
Dec. 31, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
Debt Instrument, covenant term, maximum total leverage ration period three | 7.40 |
Debt instrument, covenant term, maximum total leverage ration period four | 7.30 |
Debt instrument, covenant term, maximum total leverage ration period five | 6.75 |
Debt instrument, covenant term, maximum total leverage ration period six | 6.50 |
Debt instrument, covenant term, maximum total leverage ration period seven | 5.75 |
Debt instrument, covenant term, maximum total leverage ration period eight | 5.75 |
Debt instrument, covenant term, maximum total leverage ration period nine | 5.50 |
Debt instrument, covenant term, maximum total leverage ration period ten | 5.40 |
Debt instrument, covenant term, maximum total leverage ration period eleven | 4.75 |
Debt Debt 3 (Details) |
7 Months Ended | 8 Months Ended |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2016 |
|
Debt Instrument [Line Items] | ||
Interest coverage ration, period three | 1.15 | |
Interest coverage ration, period four | 1.20 | |
Interest coverage ration, period five | 1.20 | |
Interest coverage ration, period six | 1.30 | |
Interest coverage ration, period seven | 1.40 | |
Interest coverage ration, period eight | 1.50 | |
Interest coverage ration, period nine | 1.60 | |
Interest coverage ration, period ten | 1.70 | |
Senior Secured Notes at 10.375% | 2017 | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage of principal | 106.00% | |
Senior Secured Notes at 10.375% | 2018 | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage of principal | 103.00% | |
Senior Secured Notes at 10.375% | 2019 and thereafter | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage of principal | 100.00% |
Commitments and Contingencies (Details) $ in Thousands |
Dec. 31, 2016
USD ($)
|
|||
---|---|---|---|---|
Summary of Minimum fixed rentals non-cancelable under operating leases | ||||
2017 | $ 17,866 | [1] | ||
2018 | 10,329 | |||
2019 | 5,744 | |||
2020 | 4,636 | |||
2021 | 2,807 | |||
Thereafter | 7,489 | |||
Total | 48,871 | |||
Real Estate | ||||
Summary of Minimum fixed rentals non-cancelable under operating leases | ||||
2017 | 13,730 | [1] | ||
2018 | 9,710 | |||
2019 | 5,306 | |||
2020 | 4,198 | |||
2021 | 2,771 | |||
Thereafter | 7,489 | |||
Total | 43,204 | |||
Equipment | ||||
Summary of Minimum fixed rentals non-cancelable under operating leases | ||||
2017 | 4,136 | [1] | ||
2018 | 619 | |||
2019 | 438 | |||
2020 | 438 | |||
2021 | 36 | |||
Thereafter | 0 | |||
Total | $ 5,667 | |||
|
Commitments and Contingencies (Details Textual) |
1 Months Ended | 5 Months Ended | 12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 22, 2014
USD ($)
|
Apr. 30, 2013 |
Jan. 12, 2010
plaintiff
|
Sep. 11, 2001
plaintiff
|
Sep. 25, 2015
USD ($)
|
Mar. 31, 2015
USD ($)
|
Mar. 26, 2008
plaintiff
|
Apr. 24, 2007
lawsuit
|
Dec. 31, 2016
USD ($)
|
Dec. 31, 2015
USD ($)
|
Dec. 31, 2014
USD ($)
|
May 31, 2014
USD ($)
|
|
Loss Contingencies [Line Items] | ||||||||||||
Lease rental expense | $ 40,700,000 | $ 49,600,000 | $ 95,500,000 | |||||||||
Other accrued liabilities | 4,597,000 | 5,063,000 | ||||||||||
Costs and expenses, audit costs settled | 1,400,000 | |||||||||||
Period of war reserve materiel program | 2000 to 2011 | |||||||||||
Liability for unpaid claims and claims adjustment expense, incurred but not reported claims, amount | 9,300,000 | $ 11,000,000 | ||||||||||
Fixed amount of stop loss coverage on policies | 1,000,000.0 | |||||||||||
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 | 250,000.00 | |||||||||||
Foreign | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Refund adjustment from settlement with taxing authority | $ 54,000,000 | |||||||||||
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 [Member] | ||||||||||||
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 | |||||||||||
DynCorp International Inc. | Pending Litigation | Consolidated Ecuadorean Cases | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of lawsuits filed | lawsuit | 4 | |||||||||||
Number of individual plaintiffs | plaintiff | 3,266 | |||||||||||
DynCorp International Inc. | Pending Litigation | Cases on Behalf of Provinces of Esmeraldas, Sucumbios, Carchi (Ecuador) | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of lawsuits filed | lawsuit | 3 | |||||||||||
DynCorp International Inc. | Dismissed Cases | Consolidated Ecuadorean Cases | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Loss contingency, claims dismissed, number | plaintiff | 1,256 | |||||||||||
Northrop Grumman Technical Services, Inc. | Pending Litigation | Performance Guarantee | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Contract limits to damages maximum amount | $ 5,000,000 | |||||||||||
LOGCAP IV | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Costs and expenses, audit costs settled | 800,000 | |||||||||||
Costs and expenses under audit | $ 64,000,000 |
Equity - Textual (Details) |
9 Months Ended | 12 Months Ended | |||||
---|---|---|---|---|---|---|---|
Nov. 08, 2016
installment
shares
|
Dec. 17, 2013
shares
|
Dec. 31, 2010
USD ($)
|
Dec. 31, 2016
USD ($)
$ / shares
shares
|
Dec. 31, 2015
USD ($)
shares
|
Dec. 31, 2010 |
Apr. 01, 2010
shares
|
|
Schedule of Equity Method Investments [Line Items] | |||||||
Shares granted (in shares) | 20,000 | 0 | |||||
Common stock, shares issued | 100 | 100 | 100 | ||||
Common stock, shares outstanding | 100 | 100 | |||||
Capital contribution | $ | $ 550,900,000 | $ 550,900,000 | |||||
Common stock, shares authorized | 1,000 | 1,000 | |||||
Expected yield | 0.00% | ||||||
Total grant date fair value | $ | $ 100,000 | $ 0 | |||||
Total compensation cost expensed | $ | $ 100,000 | $ 400,000 | |||||
Restrictive covenant agreement, period to reach agreement | 14 days | ||||||
Common Class B | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Common stock, shares authorized | 100,000 | ||||||
Expected life (in years) | 4 years | ||||||
Recognition period | 1 year 9 months 22 days | ||||||
Total compensation cost expensed | $ | $ 100,000 | ||||||
Common Class B-1 Interest | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Shares granted (in shares) | 0 | 0 | |||||
Common stock, shares authorized | 7,246 | ||||||
Initial vesting percentage | 40.00% | ||||||
Common Class B-2 Interests | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Shares granted (in shares) | 0 | 0 | |||||
Common stock, shares authorized | 380 | ||||||
Common Class B-3 Interests | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Shares granted (in shares) | 20,000 | ||||||
Year One | Common Class B-1 Interest | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Award vesting rights, percentage | 20.00% | ||||||
Year Two | Common Class B-1 Interest | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Award vesting rights, percentage | 20.00% | ||||||
Year Three | Common Class B-1 Interest | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Award vesting rights, percentage | 20.00% | ||||||
Year Four | Common Class B-1 Interest | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Award vesting rights, percentage | 20.00% | ||||||
Year Five | Common Class B-1 Interest | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Award vesting rights, percentage | 20.00% | ||||||
Chief Executive Officer | Common Class B-3 Interests | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Common stock, shares authorized | 20,000 | ||||||
Vesting, number of installments | installment | 4 | ||||||
Grants in period, weighted average grant date fair value (in USD per share) | $ / shares | $ 1.95 | ||||||
Expected volatility | 61.50% | ||||||
Risk-free interest rate | 0.70% | ||||||
Recognition period | 3 years 2 months 12 days | ||||||
Forfeiture rate | 9.50% | ||||||
Chief Executive Officer | Year One | Common Class B-3 Interests | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Award vesting rights, percentage | 25.00% | ||||||
Chief Executive Officer | Year Two | Common Class B-3 Interests | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Award vesting rights, percentage | 25.00% | ||||||
Chief Executive Officer | Year Three | Common Class B-3 Interests | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Award vesting rights, percentage | 25.00% | ||||||
Chief Executive Officer | Year Four | Common Class B-3 Interests | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Award vesting rights, percentage | 25.00% |
Equity (Details) - shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Number of Interests | ||
Outstanding at beginning of period (in shares) | 5,766 | 5,901 |
Granted: | ||
Granted (in shares) | 20,000 | 0 |
Exercised (in shares) | 0 | 0 |
Forfeited and expired (in shares) | 0 | (135) |
Outstanding at end of period (in shares) | 25,766 | 5,766 |
Common Class B-1 Interest | ||
Granted: | ||
Granted (in shares) | 0 | 0 |
Common Class B-2 Interests | ||
Granted: | ||
Granted (in shares) | 0 | 0 |
Common Class B-3 Interests | ||
Granted: | ||
Granted (in shares) | 20,000 |
Equity (Details 3) - shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Number of Shares | ||
Non-vested shares at beginning of period (in shares) | 206 | 1,234 |
Granted (in shares) | 20,000 | 0 |
Vested (in shares) | (5,139) | (893) |
Forfeited (in shares) | 0 | (135) |
Non-vested shares at end of period (in shares) | 15,067 | 206 |
Fair Value of Financial Assets and Liabilities (Details) - USD ($) |
Dec. 31, 2016 |
Jun. 30, 2016 |
Jun. 15, 2016 |
Dec. 31, 2015 |
Jul. 10, 2010 |
---|---|---|---|---|---|
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Carrying Amount | $ 650,935,000 | $ 642,272,000 | |||
Fair Value | 632,456,000 | 637,031,000 | |||
Less current portion of long-term debt | (64,433,000) | (187,272,000) | |||
Total long-term debt | $ 586,502,000 | 455,000,000 | |||
Senior Secured Second Lien Notes Due Two Thousand and Twenty | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Percentage of senior unsecured notes | 11.875% | 11.875% | |||
Senior Secured Notes at 10.375% | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Percentage of senior unsecured notes | 10.375% | 10.375% | 10.375% | ||
Fair Value | $ 39,300,000 | ||||
11.75% Senior Secured Second Lien Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Percentage of senior unsecured notes | 11.875% | ||||
Fair Value, Measurements, Recurring | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair Value | $ 590,179,000 | 517,619,000 | |||
Less current portion of long-term debt | (61,367,000) | (179,781,000) | |||
Total long-term debt | 528,812,000 | 337,838,000 | |||
Fair Value, Measurements, Recurring | Senior Secured Notes at 10.375% | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair Value | 37,132,000 | 337,838,000 | |||
Fair Value, Measurements, Recurring | 11.75% Senior Secured Second Lien Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair Value | 343,282,000 | ||||
Fair Value, Measurements, Recurring | Term loan | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair Value | 200,141,000 | 179,781,000 | |||
Fair Value, Measurements, Recurring | Cerberus 3L Note | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair Value | 9,624,000 | ||||
Reported Value Measurement | Fair Value, Measurements, Recurring | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Carrying Amount | 642,272,000 | ||||
Less current portion of long-term debt | (187,272,000) | ||||
Total long-term debt | 455,000,000 | ||||
Reported Value Measurement | Fair Value, Measurements, Recurring | Senior Secured Notes at 10.375% | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Carrying Amount | 39,319,000 | 455,000,000 | |||
Fair Value | 39,319,000 | 452,165,000 | |||
Reported Value Measurement | Fair Value, Measurements, Recurring | 11.75% Senior Secured Second Lien Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Carrying Amount | 373,385,000 | ||||
Fair Value | 371,804,000 | ||||
Reported Value Measurement | Fair Value, Measurements, Recurring | Term loan | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Carrying Amount | 207,400,000 | 187,272,000 | |||
Fair Value | 190,582,000 | $ 184,866,000 | |||
Reported Value Measurement | Fair Value, Measurements, Recurring | Cerberus 3L Note | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Carrying Amount | 30,831,000 | $ 30,000,000 | $ 30,000,000 | ||
Fair Value | $ 30,751,000 | $ 23,100,000 |
Segment and Geographic Information (Details) - USD ($) $ in Thousands |
12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
||||||||
Summary of the financial information of the reportable segments reconciled | ||||||||||
Revenue | $ 1,836,154 | $ 1,923,177 | $ 2,252,309 | |||||||
Operating income (loss) | 24,687 | (74,719) | (219,946) | |||||||
Depreciation and amortization | [1] | 35,954 | 37,254 | 49,707 | ||||||
AELS | ||||||||||
Summary of the financial information of the reportable segments reconciled | ||||||||||
Revenue | 585,200 | 545,909 | 431,424 | |||||||
Operating income (loss) | (19,213) | (97,400) | (95,197) | |||||||
Depreciation and amortization | 675 | 1,400 | 512 | |||||||
AOLC | ||||||||||
Summary of the financial information of the reportable segments reconciled | ||||||||||
Revenue | 617,282 | 730,153 | 772,993 | |||||||
Operating income (loss) | 49,334 | 28,160 | 33,696 | |||||||
Depreciation and amortization | 541 | 1,073 | 1,153 | |||||||
DynLogistics | ||||||||||
Summary of the financial information of the reportable segments reconciled | ||||||||||
Revenue | 633,646 | 647,142 | 1,045,200 | |||||||
Operating income (loss) | 70,402 | 42,496 | (67,097) | |||||||
Depreciation and amortization | 388 | 250 | 55 | |||||||
Headquarters/ Other | ||||||||||
Summary of the financial information of the reportable segments reconciled | ||||||||||
Revenue | [2] | 26 | (27) | 2,692 | ||||||
Operating income (loss) | [3] | (75,836) | (47,975) | (91,348) | ||||||
Depreciation and amortization | $ 34,350 | $ 34,531 | $ 47,987 | |||||||
|
Fair Value of Financial Assets and Liabilities (Details Narrative) (Details) - USD ($) $ in Millions |
3 Months Ended | 12 Months Ended |
---|---|---|
Sep. 30, 2016 |
Dec. 31, 2016 |
|
Fair Value Disclosures [Abstract] | ||
Fair value inputs, discount rate | 17.90% | |
Asset impairment charges | $ 1.8 | $ 1.8 |
Segment and Geographic Information (Details 1) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
||
---|---|---|---|---|---|
ASSETS | |||||
Assets | $ 676,537 | $ 784,689 | $ 982,487 | ||
AELS | |||||
ASSETS | |||||
Assets | 140,320 | 158,784 | 182,664 | ||
AOLC | |||||
ASSETS | |||||
Assets | 133,096 | 192,843 | 210,582 | ||
DynLogistics | |||||
ASSETS | |||||
Assets | 168,085 | 173,036 | 299,961 | ||
Headquarters/ Other | |||||
ASSETS | |||||
Assets | [1] | $ 235,036 | $ 260,026 | $ 289,280 | |
|
Segment and Geographic Information (Details 2) - USD ($) $ in Thousands |
12 Months Ended | |||||
---|---|---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
||||
Summary of Revenue by geography | ||||||
Total Revenue | $ 1,836,154 | $ 1,923,177 | $ 2,252,309 | |||
Revenue, percentage | 100.00% | 100.00% | 100.00% | |||
United States | ||||||
Summary of Revenue by geography | ||||||
Total Revenue | $ 658,137 | $ 658,639 | $ 612,220 | |||
Revenue, percentage | 36.00% | 34.00% | 27.00% | |||
Afghanistan | ||||||
Summary of Revenue by geography | ||||||
Total Revenue | $ 597,916 | $ 648,058 | $ 1,003,205 | |||
Revenue, percentage | 33.00% | 34.00% | 45.00% | |||
Middle East | ||||||
Summary of Revenue by geography | ||||||
Total Revenue | [1] | $ 440,417 | $ 407,521 | $ 387,021 | ||
Revenue, percentage | [1] | 24.00% | 21.00% | 17.00% | ||
Other Americas | ||||||
Summary of Revenue by geography | ||||||
Total Revenue | $ 50,371 | $ 76,746 | $ 84,424 | |||
Revenue, percentage | 3.00% | 4.00% | 4.00% | |||
Europe | ||||||
Summary of Revenue by geography | ||||||
Total Revenue | $ 35,511 | $ 70,456 | $ 53,853 | |||
Revenue, percentage | 2.00% | 4.00% | 2.00% | |||
Asia-Pacific | ||||||
Summary of Revenue by geography | ||||||
Total Revenue | $ 24,300 | $ 29,362 | $ 41,953 | |||
Revenue, percentage | 1.00% | 1.00% | 2.00% | |||
Other | ||||||
Summary of Revenue by geography | ||||||
Total Revenue | $ 29,502 | $ 32,395 | $ 69,633 | |||
Revenue, percentage | 1.00% | 2.00% | 3.00% | |||
|
Segment and Geographic Information (Details Textual) $ in Millions |
3 Months Ended | 9 Months Ended | 12 Months Ended | ||
---|---|---|---|---|---|
Dec. 31, 2016
operating_and_reporting_segment
|
Sep. 30, 2016
operating_and_reporting_segment
|
Dec. 31, 2016
USD ($)
|
Dec. 31, 2015
USD ($)
|
Dec. 31, 2014
USD ($)
|
|
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | operating_and_reporting_segment | 3 | 2 | |||
Cost of services | $ | $ 1.1 | $ 2.3 | $ 1.1 | ||
Revenue, percentage | 100.00% | 100.00% | 100.00% | ||
Customer Concentration Risk | Sales Revenue, Net | |||||
Segment Reporting Information [Line Items] | |||||
Revenue, percentage | 95.00% | 93.00% | 94.00% | ||
Customer Concentration Risk | Accounts Receivable | |||||
Segment Reporting Information [Line Items] | |||||
Accounts receivable, percentage | 89.00% | 90.00% |
Related Parties, Joint Ventures and Variable Interest Entities (Details) |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Partnership for Temporary Housing LLC (PaTH) | |
Variable Interest Entity ownership percentages | |
Variable interest entity ownership percentage | 30.00% |
Contingency Response Services LLC (CRS) | |
Variable Interest Entity ownership percentages | |
Variable interest entity ownership percentage | 45.00% |
Global Response Services LLC (GRS) | |
Variable Interest Entity ownership percentages | |
Variable interest entity ownership percentage | 51.00% |
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% |
Babcock DynCorp Limited (Babcock) | |
Variable Interest Entity ownership percentages | |
Variable interest entity ownership percentage | 44.00% |
Related Parties, Joint Ventures and Variable Interest Entities (Details 1) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Variable Interest Entity [Line Items] | |||
Assets | $ 676,537 | $ 784,689 | $ 982,487 |
Liabilities | 938,474 | 992,859 | |
Revenue | 1,836,154 | 1,923,177 | 2,252,309 |
Equity Method Investee | |||
Variable Interest Entity [Line Items] | |||
Current assets | 27,700 | 32,200 | |
Total assets | 29,300 | 32,200 | |
Current liabilities | 10,100 | 12,500 | |
Total liabilities | 10,100 | 12,500 | |
Revenue | 59,600 | 101,800 | 233,100 |
Gross profit | 100 | 14,800 | 20,700 |
Net income | 100 | 11,400 | 14,400 |
DynCorp International FZ - LLC (DIFZ) | |||
Variable Interest Entity [Line Items] | |||
Assets | 4,200 | 4,700 | |
Liabilities | 1,100 | 1,100 | |
Revenue | $ 179,400 | $ 216,100 | $ 297,700 |
Related Parties, Joint Ventures and Variable Interest Entities (Details Textual) |
1 Months Ended | 12 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Aug. 31, 2010
partner
|
May 31, 2006
partner
|
Mar. 31, 2006
partner
|
Dec. 31, 2016
USD ($)
executive
|
Dec. 31, 2015
USD ($)
|
Dec. 31, 2014
USD ($)
|
Jun. 30, 2016
USD ($)
|
Jun. 15, 2016
USD ($)
|
|
Variable Interest Entity [Line Items] | ||||||||
Long-term debt, gross | $ 650,935,000 | $ 642,272,000 | ||||||
Cerberus consulting fees | $ 5,800,000 | 8,100,000 | $ 4,900,000 | |||||
Number of executives on advisory board | executive | 2 | |||||||
Administrative fees expense | $ 2,500,000 | 4,200,000 | 1,300,000 | |||||
Receivables due from related parties | 100,000 | 500,000 | ||||||
Receivables from unconsolidated joint ventures totaled | 400,000 | 3,900,000 | ||||||
Earnings from equity method investees | 1,066,000 | 140,000 | 10,077,000 | |||||
Revenue | 1,836,154,000 | 1,923,177,000 | 2,252,309,000 | |||||
Operating income | 24,687,000 | (74,719,000) | (219,946,000) | |||||
Aggregate initial value of promissory note from Palm | 9,200,000 | |||||||
Outstanding balance of loan | 2,200,000 | 2,500,000 | ||||||
Investment in affiliates | 7,825,000 | 6,712,000 | ||||||
Limitation on payments to related parties | $ 6,000,000 | |||||||
Partnership for Temporary Housing LLC (PaTH) | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Number of partners | partner | 2 | |||||||
Variable interest entity ownership percentage | 30.00% | |||||||
Contingency Response LLC | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Number of partners | partner | 2 | |||||||
Global Response Services LLC (GRS) | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Number of partners | partner | 1 | |||||||
Variable interest entity ownership percentage | 51.00% | |||||||
GLS | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Revenue | $ 39,400,000 | 27,800,000 | 20,500,000 | |||||
Operating income | $ (2,800,000) | (2,800,000) | (6,000,000) | |||||
DynCorp International FZ - LLC (DIFZ) | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Vested ownership percentage | 25.00% | |||||||
Revenue | $ 179,400,000 | 216,100,000 | 297,700,000 | |||||
Includes operationally integral and non-integral income | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Earnings from equity method investees | 1,100,000 | 4,000,000 | $ 12,400,000 | |||||
Reported Value Measurement | Fair Value, Measurements, Recurring | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Long-term debt, gross | $ 642,272,000 | |||||||
Cerberus 3L Note | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Stated percentage, payable in-kind | 5.00% | |||||||
Cerberus 3L Note | Reported Value Measurement | Fair Value, Measurements, Recurring | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Long-term debt, gross | $ 30,831,000 | $ 30,000,000 | $ 30,000,000 |
Consolidating Financial Statements of Subsidiary Guarantors (Details Textual) |
Dec. 31, 2016 |
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 Statements of Subsidiary Guarantors (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | $ 1,836,154 | $ 1,923,177 | $ 2,252,309 |
Cost of services | (1,636,331) | (1,721,679) | (2,072,865) |
Selling, general and administrative expenses | (139,531) | (144,675) | (146,881) |
Depreciation and amortization expense | (34,889) | (34,986) | (48,582) |
Earnings from equity method investees | 1,066 | 140 | 10,077 |
Impairment of goodwill, intangibles and long lived assets | (1,782) | (96,696) | (214,004) |
Operating income | 24,687 | (74,719) | (219,946) |
Interest expense | (72,361) | (68,824) | (70,783) |
Loss on early extinguishment of debt | (328) | 0 | (1,362) |
Interest income | 212 | 110 | 221 |
Equity in loss of subsidiaries, net of tax | 0 | 0 | 0 |
Other income (loss), net | 4,935 | 3,968 | 3,680 |
Loss before income taxes | (42,855) | (139,465) | (288,190) |
Income tax benefit | (10,138) | 8,672 | 20,570 |
Net (loss) income | (52,993) | (130,793) | (267,620) |
Noncontrolling interest | (1,071) | (1,809) | (2,160) |
Net loss attributable to Delta Tucker Holdings, Inc. | (54,064) | (132,602) | (269,780) |
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 | 0 |
Operating income | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 |
Loss on early extinguishment of debt | 0 | 0 | |
Interest income | 0 | 0 | 0 |
Equity in loss of subsidiaries, net of tax | (54,064) | (132,602) | (269,780) |
Other income (loss), net | 0 | 0 | 0 |
Loss before income taxes | (54,064) | (132,602) | (269,780) |
Income tax benefit | 0 | 0 | 0 |
Net (loss) income | (54,064) | (132,602) | (269,780) |
Noncontrolling interest | 0 | 0 | 0 |
Net loss attributable to Delta Tucker Holdings, Inc. | (54,064) | (132,602) | (269,780) |
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 | 0 |
Operating income | 0 | 0 | 0 |
Interest expense | (69,208) | (65,689) | (68,221) |
Loss on early extinguishment of debt | (328) | (1,362) | |
Interest income | 0 | 0 | 0 |
Equity in loss of subsidiaries, net of tax | (8,864) | (89,904) | (224,551) |
Other income (loss), net | 0 | 0 | 0 |
Loss before income taxes | (78,400) | (155,593) | (294,134) |
Income tax benefit | 24,336 | 22,991 | 24,354 |
Net (loss) income | (54,064) | (132,602) | (269,780) |
Noncontrolling interest | 0 | 0 | 0 |
Net loss attributable to Delta Tucker Holdings, Inc. | (54,064) | (132,602) | (269,780) |
Subsidiary Guarantors | |||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | 1,852,089 | 1,937,385 | 2,268,349 |
Cost of services | (1,653,930) | (1,739,280) | (2,092,339) |
Selling, general and administrative expenses | (139,412) | (144,625) | (146,623) |
Depreciation and amortization expense | (34,190) | (33,857) | (47,979) |
Earnings from equity method investees | 1,066 | 140 | 489 |
Impairment of goodwill, intangibles and long lived assets | (1,782) | (96,696) | (214,004) |
Operating income | 23,841 | (76,933) | (232,107) |
Interest expense | (3,153) | (3,135) | (2,562) |
Loss on early extinguishment of debt | 0 | 0 | |
Interest income | 205 | 103 | 198 |
Equity in loss of subsidiaries, net of tax | (438) | 149 | 10,174 |
Other income (loss), net | 5,117 | 3,952 | 3,736 |
Loss before income taxes | 25,572 | (75,864) | (220,561) |
Income tax benefit | (34,438) | (14,040) | (3,990) |
Net (loss) income | (8,866) | (89,904) | (224,551) |
Noncontrolling interest | 0 | 0 | 0 |
Net loss attributable to Delta Tucker Holdings, Inc. | (8,866) | (89,904) | (224,551) |
Subsidiary Non- Guarantors | |||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | 203,992 | 241,716 | 315,551 |
Cost of services | (202,251) | (238,254) | (312,110) |
Selling, general and administrative expenses | (186) | (115) | (265) |
Depreciation and amortization expense | (709) | (1,133) | (603) |
Earnings from equity method investees | 0 | 0 | 9,588 |
Impairment of goodwill, intangibles and long lived assets | 0 | 0 | 0 |
Operating income | 846 | 2,214 | 12,161 |
Interest expense | 0 | 0 | 0 |
Loss on early extinguishment of debt | 0 | 0 | |
Interest income | 7 | 7 | 23 |
Equity in loss of subsidiaries, net of tax | 0 | 0 | 0 |
Other income (loss), net | (182) | 16 | (56) |
Loss before income taxes | 671 | 2,237 | 12,128 |
Income tax benefit | (36) | (279) | 206 |
Net (loss) income | 635 | 1,958 | 12,334 |
Noncontrolling interest | (1,071) | (1,809) | (2,160) |
Net loss attributable to Delta Tucker Holdings, Inc. | $ (436) | $ 149 | $ 10,174 |
Consolidating Financial Statements of Subsidiary Guarantors (Details 1) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | $ 1,836,154 | $ 1,923,177 | $ 2,252,309 |
Condensed Consolidating Statement of Comprehensive Income | |||
Net loss | (52,993) | (130,793) | (267,620) |
Other comprehensive loss: | |||
Foreign currency translation adjustment | (233) | (122) | (131) |
Other comprehensive loss, before tax | (233) | (122) | (131) |
Income tax benefit related to items of other comprehensive loss | 83 | 43 | 47 |
Other comprehensive loss | (150) | (79) | (84) |
Comprehensive loss | (53,143) | (130,872) | (267,704) |
Noncontrolling interest | (1,071) | (1,809) | (2,160) |
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | (54,214) | (132,681) | (269,864) |
Net Income (Loss) Attributable to Noncontrolling Interest | 1,071 | 1,809 | 2,160 |
Net Income (Loss) Attributable to Parent | (54,064) | (132,602) | (269,780) |
Cost of Services | 1,636,331 | 1,721,679 | 2,072,865 |
Selling, General and Administrative Expense | 139,531 | 144,675 | 146,881 |
Depreciation, Depletion and Amortization, Nonproduction | 34,889 | 34,986 | 48,582 |
Income (Loss) from Equity Method Investments | 1,066 | 140 | 10,077 |
Impairment of goodwill, intangibles and long-lived assets | 1,782 | 96,696 | 214,004 |
Operating income | 24,687 | (74,719) | (219,946) |
Interest Expense | 72,361 | 68,824 | 70,783 |
Loss on early extinguishment of debt | (328) | 0 | (1,362) |
Investment Income, Interest | 212 | 110 | 221 |
Equity in loss of subsidiaries, net of tax | 0 | 0 | 0 |
Other Nonoperating Income (Expense) | 4,935 | 3,968 | 3,680 |
Loss before income taxes | (42,855) | (139,465) | (288,190) |
(Provision) benefit for income taxes | (10,138) | 8,672 | 20,570 |
Parent | |||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | 0 | 0 | 0 |
Condensed Consolidating Statement of Comprehensive Income | |||
Net loss | (54,064) | (132,602) | (269,780) |
Other comprehensive loss: | |||
Foreign currency translation adjustment | (233) | (122) | (131) |
Other comprehensive loss, before tax | (233) | (122) | (131) |
Income tax benefit related to items of other comprehensive loss | 83 | 43 | 47 |
Other comprehensive loss | (150) | (79) | (84) |
Comprehensive loss | (54,214) | (132,681) | (269,864) |
Noncontrolling interest | 0 | 0 | 0 |
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | (54,214) | (132,681) | (269,864) |
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | 0 | 0 |
Net Income (Loss) Attributable to Parent | (54,064) | (132,602) | (269,780) |
Cost of Services | 0 | 0 | 0 |
Selling, General and Administrative Expense | 0 | 0 | 0 |
Depreciation, Depletion and Amortization, Nonproduction | 0 | 0 | 0 |
Income (Loss) from Equity Method Investments | 0 | 0 | 0 |
Impairment of goodwill, intangibles and long-lived assets | 0 | 0 | 0 |
Operating income | 0 | 0 | 0 |
Interest Expense | 0 | 0 | 0 |
Loss on early extinguishment of debt | 0 | 0 | |
Investment Income, Interest | 0 | 0 | 0 |
Equity in loss of subsidiaries, net of tax | (54,064) | (132,602) | (269,780) |
Other Nonoperating Income (Expense) | 0 | 0 | 0 |
Loss before income taxes | (54,064) | (132,602) | (269,780) |
(Provision) benefit for income taxes | 0 | 0 | 0 |
Subsidiary Issuer | |||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | 0 | 0 | 0 |
Condensed Consolidating Statement of Comprehensive Income | |||
Net loss | (54,064) | (132,602) | (269,780) |
Other comprehensive loss: | |||
Foreign currency translation adjustment | (233) | (122) | (131) |
Other comprehensive loss, before tax | (233) | (122) | (131) |
Income tax benefit related to items of other comprehensive loss | 83 | 43 | 47 |
Other comprehensive loss | (150) | (79) | (84) |
Comprehensive loss | (54,214) | (132,681) | (269,864) |
Noncontrolling interest | 0 | 0 | 0 |
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | (54,214) | (132,681) | (269,864) |
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | 0 | 0 |
Net Income (Loss) Attributable to Parent | (54,064) | (132,602) | (269,780) |
Cost of Services | 0 | 0 | 0 |
Selling, General and Administrative Expense | 0 | 0 | 0 |
Depreciation, Depletion and Amortization, Nonproduction | 0 | 0 | 0 |
Income (Loss) from Equity Method Investments | 0 | 0 | 0 |
Impairment of goodwill, intangibles and long-lived assets | 0 | 0 | 0 |
Operating income | 0 | 0 | 0 |
Interest Expense | 69,208 | 65,689 | 68,221 |
Loss on early extinguishment of debt | (328) | (1,362) | |
Investment Income, Interest | 0 | 0 | 0 |
Equity in loss of subsidiaries, net of tax | (8,864) | (89,904) | (224,551) |
Other Nonoperating Income (Expense) | 0 | 0 | 0 |
Loss before income taxes | (78,400) | (155,593) | (294,134) |
(Provision) benefit for income taxes | 24,336 | 22,991 | 24,354 |
Subsidiary Guarantors | |||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | 1,852,089 | 1,937,385 | 2,268,349 |
Condensed Consolidating Statement of Comprehensive Income | |||
Net loss | (8,866) | (89,904) | (224,551) |
Other comprehensive loss: | |||
Foreign currency translation adjustment | 0 | 0 | 0 |
Other comprehensive loss, before tax | 0 | 0 | 0 |
Income tax benefit related to items of other comprehensive loss | 0 | 0 | 0 |
Other comprehensive loss | 0 | 0 | 0 |
Comprehensive loss | (8,866) | (89,904) | (224,551) |
Noncontrolling interest | 0 | 0 | 0 |
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | (8,866) | (89,904) | (224,551) |
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | 0 | 0 |
Net Income (Loss) Attributable to Parent | (8,866) | (89,904) | (224,551) |
Cost of Services | 1,653,930 | 1,739,280 | 2,092,339 |
Selling, General and Administrative Expense | 139,412 | 144,625 | 146,623 |
Depreciation, Depletion and Amortization, Nonproduction | 34,190 | 33,857 | 47,979 |
Income (Loss) from Equity Method Investments | 1,066 | 140 | 489 |
Impairment of goodwill, intangibles and long-lived assets | 1,782 | 96,696 | 214,004 |
Operating income | 23,841 | (76,933) | (232,107) |
Interest Expense | 3,153 | 3,135 | 2,562 |
Loss on early extinguishment of debt | 0 | 0 | |
Investment Income, Interest | 205 | 103 | 198 |
Equity in loss of subsidiaries, net of tax | (438) | 149 | 10,174 |
Other Nonoperating Income (Expense) | 5,117 | 3,952 | 3,736 |
Loss before income taxes | 25,572 | (75,864) | (220,561) |
(Provision) benefit for income taxes | (34,438) | (14,040) | (3,990) |
Subsidiary Non- Guarantors | |||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | 203,992 | 241,716 | 315,551 |
Condensed Consolidating Statement of Comprehensive Income | |||
Net loss | 635 | 1,958 | 12,334 |
Other comprehensive loss: | |||
Foreign currency translation adjustment | (233) | (122) | (131) |
Other comprehensive loss, before tax | (233) | (122) | (131) |
Income tax benefit related to items of other comprehensive loss | 83 | 43 | 47 |
Other comprehensive loss | (150) | (79) | (84) |
Comprehensive loss | 485 | 1,879 | 12,250 |
Noncontrolling interest | (1,071) | (1,809) | (2,160) |
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | (586) | 70 | 10,090 |
Net Income (Loss) Attributable to Noncontrolling Interest | 1,071 | 1,809 | 2,160 |
Net Income (Loss) Attributable to Parent | (436) | 149 | 10,174 |
Cost of Services | 202,251 | 238,254 | 312,110 |
Selling, General and Administrative Expense | 186 | 115 | 265 |
Depreciation, Depletion and Amortization, Nonproduction | 709 | 1,133 | 603 |
Income (Loss) from Equity Method Investments | 0 | 0 | 9,588 |
Impairment of goodwill, intangibles and long-lived assets | 0 | 0 | 0 |
Operating income | 846 | 2,214 | 12,161 |
Interest Expense | 0 | 0 | 0 |
Loss on early extinguishment of debt | 0 | 0 | |
Investment Income, Interest | 7 | 7 | 23 |
Equity in loss of subsidiaries, net of tax | 0 | 0 | 0 |
Other Nonoperating Income (Expense) | (182) | 16 | (56) |
Loss before income taxes | 671 | 2,237 | 12,128 |
(Provision) benefit for income taxes | (36) | (279) | 206 |
Consolidation, Eliminations | |||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | (219,927) | (255,924) | (331,591) |
Condensed Consolidating Statement of Comprehensive Income | |||
Net loss | 63,366 | 222,357 | 484,157 |
Other comprehensive loss: | |||
Foreign currency translation adjustment | 466 | 244 | 262 |
Other comprehensive loss, before tax | 466 | 244 | 262 |
Income tax benefit related to items of other comprehensive loss | (166) | (86) | (94) |
Other comprehensive loss | 300 | 158 | 168 |
Comprehensive loss | 63,666 | 222,515 | 484,325 |
Noncontrolling interest | 0 | 0 | 0 |
Comprehensive loss attributable to Delta Tucker Holdings, Inc. | 63,666 | 222,515 | 484,325 |
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | 0 | 0 |
Net Income (Loss) Attributable to Parent | 63,366 | 222,357 | 484,157 |
Cost of Services | (219,850) | (255,855) | (331,584) |
Selling, General and Administrative Expense | (67) | (65) | (7) |
Depreciation, Depletion and Amortization, Nonproduction | (10) | (4) | 0 |
Income (Loss) from Equity Method Investments | 0 | 0 | 0 |
Impairment of goodwill, intangibles and long-lived assets | 0 | 0 | 0 |
Operating income | 0 | 0 | 0 |
Interest Expense | 0 | 0 | 0 |
Loss on early extinguishment of debt | 0 | 0 | |
Investment Income, Interest | 0 | 0 | 0 |
Equity in loss of subsidiaries, net of tax | 63,366 | 222,357 | 484,157 |
Other Nonoperating Income (Expense) | 0 | 0 | 0 |
Loss before income taxes | 63,366 | 222,357 | 484,157 |
(Provision) benefit for income taxes | $ 0 | $ 0 | $ 0 |
Consolidating Financial Statements of Subsidiary Guarantors (Details 2) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
---|---|---|---|---|
Current assets: | ||||
Cash and cash equivalents | $ 118,218 | $ 108,782 | $ 94,004 | $ 170,845 |
Restricted cash | 7,664 | 721 | ||
Accounts receivable, net | 300,255 | 386,097 | ||
Intercompany receivables | 0 | 0 | ||
Prepaid expenses and other current assets | 65,694 | 55,683 | ||
Assets held for sale | 0 | 7,913 | ||
Total current assets | 491,831 | 559,196 | ||
Property and equipment, net | 16,636 | 15,694 | ||
Goodwill | 42,093 | 42,093 | 128,888 | |
Tradenames, net | 28,536 | 28,536 | ||
Other intangibles, net | 84,069 | 113,479 | ||
Investment in subsidiaries | 0 | 0 | ||
Long-term deferred taxes | 0 | 13,364 | ||
Other assets, net | 13,372 | 12,327 | ||
Total assets | 676,537 | 784,689 | 982,487 | |
Current liabilities: | ||||
Current portion of long-term debt | 62,843 | 184,866 | ||
Accounts payable | 69,742 | 90,610 | ||
Accrued payroll and employee costs | 95,580 | 100,681 | ||
Intercompany payables | 0 | 0 | ||
Deferred income taxes | 0 | 27,334 | ||
Accrued liabilities | 104,078 | 114,718 | ||
Liabilities held for sale | 0 | 784 | ||
Income taxes payable | 9,303 | 8,130 | ||
Total current liabilities | 341,546 | 527,123 | ||
Long-term debt | 569,613 | 452,165 | ||
Long-term deferred taxes | 14,825 | 0 | ||
Other long-term liabilities | 12,490 | 13,571 | ||
Noncontrolling interests | 5,455 | 5,792 | ||
Deficit | (267,392) | (213,962) | ||
Total liabilities and deficit | 676,537 | 784,689 | ||
Parent | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Restricted cash | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Prepaid expenses and other current assets | 0 | 0 | ||
Assets held for sale | 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 | 0 | 0 | ||
Accounts payable | 0 | 0 | ||
Accrued payroll and employee costs | 0 | 0 | ||
Intercompany payables | 45,086 | 45,079 | ||
Deferred income taxes | 0 | 0 | ||
Accrued liabilities | 222,306 | 168,883 | ||
Liabilities held for sale | 0 | |||
Income taxes payable | 0 | 0 | ||
Total current liabilities | 267,392 | 213,962 | ||
Long-term debt | 0 | 0 | ||
Long-term deferred taxes | 0 | |||
Other long-term liabilities | 0 | 0 | ||
Noncontrolling interests | 0 | 0 | ||
Deficit | (267,392) | (213,962) | ||
Total liabilities and deficit | 0 | 0 | ||
Subsidiary Issuer | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Restricted cash | 6,944 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Prepaid expenses and other current assets | 0 | 0 | ||
Assets held for sale | 0 | |||
Total current assets | 6,944 | 0 | ||
Property and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Tradenames, net | 0 | 0 | ||
Other intangibles, net | 0 | 0 | ||
Investment in subsidiaries | 572,176 | 650,005 | ||
Long-term deferred taxes | 0 | |||
Other assets, net | 0 | 0 | ||
Total assets | 579,120 | 650,005 | ||
Current liabilities: | ||||
Current portion of long-term debt | 62,843 | 184,866 | ||
Accounts payable | 0 | 0 | ||
Accrued payroll and employee costs | 0 | 0 | ||
Intercompany payables | 138,501 | 154,285 | ||
Deferred income taxes | 0 | 0 | ||
Accrued liabilities | 30,469 | 27,572 | ||
Liabilities held for sale | 0 | |||
Income taxes payable | 0 | 0 | ||
Total current liabilities | 231,813 | 366,723 | ||
Long-term debt | 569,613 | 452,165 | ||
Long-term deferred taxes | 0 | |||
Other long-term liabilities | 0 | 0 | ||
Noncontrolling interests | 0 | 0 | ||
Deficit | (222,306) | (168,883) | ||
Total liabilities and deficit | 579,120 | 650,005 | ||
Subsidiary Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 106,416 | 95,365 | 87,300 | 144,025 |
Restricted cash | 720 | 721 | ||
Accounts receivable, net | 304,729 | 389,773 | ||
Intercompany receivables | 183,587 | 199,364 | ||
Prepaid expenses and other current assets | 63,776 | 54,364 | ||
Assets held for sale | 7,913 | |||
Total current assets | 659,228 | 747,500 | ||
Property and equipment, net | 15,788 | 14,617 | ||
Goodwill | 9,694 | 9,694 | ||
Tradenames, net | 28,536 | 28,536 | ||
Other intangibles, net | 84,069 | 113,256 | ||
Investment in subsidiaries | 54,538 | 55,460 | ||
Long-term deferred taxes | 13,364 | |||
Other assets, net | 10,575 | 10,616 | ||
Total assets | 862,428 | 993,043 | ||
Current liabilities: | ||||
Current portion of long-term debt | 0 | 0 | ||
Accounts payable | 67,287 | 85,374 | ||
Accrued payroll and employee costs | 92,036 | 96,800 | ||
Intercompany payables | 9,827 | 15,180 | ||
Deferred income taxes | 0 | 27,310 | ||
Accrued liabilities | 78,926 | 90,013 | ||
Liabilities held for sale | 784 | |||
Income taxes payable | 9,406 | 8,214 | ||
Total current liabilities | 257,482 | 323,675 | ||
Long-term debt | 0 | 0 | ||
Long-term deferred taxes | 14,825 | |||
Other long-term liabilities | 12,490 | 13,571 | ||
Noncontrolling interests | 5,455 | 5,792 | ||
Deficit | 572,176 | 650,005 | ||
Total liabilities and deficit | 862,428 | 993,043 | ||
Subsidiary Non- Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 11,802 | 13,417 | 6,704 | 26,820 |
Restricted cash | 0 | 0 | ||
Accounts receivable, net | 2,525 | 11 | ||
Intercompany receivables | 9,827 | 15,180 | ||
Prepaid expenses and other current assets | 2,516 | 1,825 | ||
Assets held for sale | 0 | |||
Total current assets | 26,670 | 30,433 | ||
Property and equipment, net | 848 | 1,077 | ||
Goodwill | 32,399 | 32,399 | ||
Tradenames, net | 0 | 0 | ||
Other intangibles, net | 0 | 223 | ||
Investment in subsidiaries | 0 | 0 | ||
Long-term deferred taxes | 0 | |||
Other assets, net | 2,797 | 1,711 | ||
Total assets | 62,714 | 65,843 | ||
Current liabilities: | ||||
Current portion of long-term debt | 0 | 0 | ||
Accounts payable | 3,859 | 6,138 | ||
Accrued payroll and employee costs | 3,544 | 3,881 | ||
Intercompany payables | 0 | 0 | ||
Deferred income taxes | 26 | 24 | ||
Accrued liabilities | 747 | 340 | ||
Liabilities held for sale | 0 | |||
Income taxes payable | 0 | 0 | ||
Total current liabilities | 8,176 | 10,383 | ||
Long-term debt | 0 | 0 | ||
Long-term deferred taxes | 0 | |||
Other long-term liabilities | 0 | 0 | ||
Noncontrolling interests | 0 | 0 | ||
Deficit | 54,538 | 55,460 | ||
Total liabilities and deficit | 62,714 | 65,843 | ||
Consolidation, Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Restricted cash | 0 | 0 | ||
Accounts receivable, net | (6,999) | (3,687) | ||
Intercompany receivables | (193,414) | (214,544) | ||
Prepaid expenses and other current assets | (598) | (506) | ||
Assets held for sale | 0 | |||
Total current assets | (201,011) | (218,737) | ||
Property and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Tradenames, net | 0 | 0 | ||
Other intangibles, net | 0 | 0 | ||
Investment in subsidiaries | (626,714) | (705,465) | ||
Long-term deferred taxes | 0 | |||
Other assets, net | 0 | 0 | ||
Total assets | (827,725) | (924,202) | ||
Current liabilities: | ||||
Current portion of long-term debt | 0 | 0 | ||
Accounts payable | (1,404) | (902) | ||
Accrued payroll and employee costs | 0 | 0 | ||
Intercompany payables | (193,414) | (214,544) | ||
Deferred income taxes | (26) | 0 | ||
Accrued liabilities | (228,370) | (172,090) | ||
Liabilities held for sale | 0 | |||
Income taxes payable | (103) | (84) | ||
Total current liabilities | (423,317) | (387,620) | ||
Long-term debt | 0 | 0 | ||
Long-term deferred taxes | 0 | |||
Other long-term liabilities | 0 | 0 | ||
Noncontrolling interests | 0 | 0 | ||
Deficit | (404,408) | (536,582) | ||
Total liabilities and deficit | $ (827,725) | $ (924,202) |
Consolidating Financial Statements of Subsidiary Guarantors (Details 3) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | $ 41,153 | $ 19,572 | $ 25,377 |
Cash flows from investing activities | |||
Purchase of property and equipment | (5,346) | (3,179) | (8,712) |
Proceeds from sale of property and equipment | 832 | 526 | 44 |
Purchase of software | (2,634) | (1,555) | (1,631) |
Increase (Decrease) in Restricted Cash | 0 | 939 | 0 |
Return of capital from equity method investees | 2,557 | 4,590 | 5,625 |
Contributions to equity method investees | (5,406) | (3,117) | 0 |
Net Transfer (to) from affiliates | 0 | 0 | 0 |
Net cash used in investing activities | (16,940) | (2,735) | (4,674) |
Cash flows from financing activities | |||
Borrowings on indebtedness | 18,000 | 218,800 | 118,000 |
Payments on long-term debt | (218,800) | (208,000) | |
Payment to bondholders for Exchange Offer | (45,000) | 0 | 0 |
Payments of deferred financing cost | (4,998) | 0 | (1,740) |
Borrowings under other financing arrangements | (2,055) | 20,214 | |
Payments related to financed insurance | 1,000 | (24,321) | |
Equity contribution from affiliates of Cerberus | 550 | 1,000 | 0 |
Payments of dividends to Parent | (939) | (1,004) | (1,697) |
Transfers (to) from affiliates | 0 | 0 | 0 |
Net cash used in financing activities | (14,777) | (2,059) | (97,544) |
Net decrease in cash and cash equivalents | 9,436 | 14,778 | (76,841) |
Cash and cash equivalents, beginning of period | 108,782 | 94,004 | 170,845 |
Cash and cash equivalents, end of period | 118,218 | 108,782 | 94,004 |
Parent | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | 557 | 563 | 333 |
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 | |
Net Transfer (to) from affiliates | 0 | 0 | 0 |
Net cash used in investing activities | 0 | 0 | 0 |
Cash flows from financing activities | |||
Borrowings on indebtedness | 0 | 0 | 0 |
Payments on long-term debt | 0 | 0 | |
Payment to bondholders for Exchange Offer | 0 | ||
Payments of deferred financing cost | 0 | 0 | |
Borrowings under other financing arrangements | 0 | 0 | |
Payments related to financed insurance | 0 | 0 | |
Equity contribution from affiliates of Cerberus | 0 | ||
Payments of dividends to Parent | 0 | 0 | 0 |
Transfers (to) from affiliates | (557) | (563) | (333) |
Net cash used in financing activities | (557) | (563) | (333) |
Net decrease in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 | 0 |
Subsidiary Issuer | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | 70,747 | 33,182 | 29,545 |
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 | |
Net Transfer (to) from affiliates | 0 | 0 | 0 |
Net cash used in investing activities | (6,943) | 0 | 0 |
Cash flows from financing activities | |||
Borrowings on indebtedness | 18,000 | 218,800 | 118,000 |
Payments on long-term debt | (218,800) | (208,000) | |
Payment to bondholders for Exchange Offer | (45,000) | ||
Payments of deferred financing cost | (4,998) | 0 | |
Borrowings under other financing arrangements | 0 | 0 | |
Payments related to financed insurance | 1,000 | 0 | |
Equity contribution from affiliates of Cerberus | 550 | ||
Payments of dividends to Parent | 0 | 0 | 0 |
Transfers (to) from affiliates | (49,966) | (34,182) | 60,455 |
Net cash used in financing activities | (63,804) | (33,182) | (29,545) |
Net decrease in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 | 0 |
Subsidiary Guarantors | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | (11,096) | (9,991) | (6,454) |
Cash flows from investing activities | |||
Purchase of property and equipment | (5,322) | (2,026) | (8,712) |
Proceeds from sale of property and equipment | 832 | 526 | 44 |
Purchase of software | (2,634) | (1,555) | (1,631) |
Return of capital from equity method investees | 2,557 | 4,590 | 5,625 |
Contributions to equity method investees | (5,406) | (3,117) | |
Net Transfer (to) from affiliates | 50,523 | 34,745 | (60,122) |
Net cash used in investing activities | 40,550 | 33,163 | (64,796) |
Cash flows from financing activities | |||
Borrowings on indebtedness | 0 | 0 | 0 |
Payments on long-term debt | 0 | 0 | |
Payment to bondholders for Exchange Offer | 0 | ||
Payments of deferred financing cost | 0 | (1,740) | |
Borrowings under other financing arrangements | (2,055) | 20,214 | |
Payments related to financed insurance | 0 | (24,321) | |
Equity contribution from affiliates of Cerberus | 0 | ||
Payments of dividends to Parent | 0 | 0 | 0 |
Transfers (to) from affiliates | (18,403) | (13,052) | 20,372 |
Net cash used in financing activities | (18,403) | (15,107) | 14,525 |
Net decrease in cash and cash equivalents | 11,051 | 8,065 | (56,725) |
Cash and cash equivalents, beginning of period | 95,365 | 87,300 | 144,025 |
Cash and cash equivalents, end of period | 106,416 | 95,365 | 87,300 |
Subsidiary Non- Guarantors | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | (18,116) | (3,178) | 3,650 |
Cash flows from investing activities | |||
Purchase of property and equipment | (24) | (1,153) | 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 | |
Net Transfer (to) from affiliates | 18,403 | 13,052 | (20,372) |
Net cash used in investing activities | 18,379 | 11,899 | (20,372) |
Cash flows from financing activities | |||
Borrowings on indebtedness | 0 | 0 | 0 |
Payments on long-term debt | 0 | 0 | |
Payment to bondholders for Exchange Offer | 0 | ||
Payments of deferred financing cost | 0 | 0 | |
Borrowings under other financing arrangements | 0 | 0 | |
Payments related to financed insurance | 0 | 0 | |
Equity contribution from affiliates of Cerberus | 0 | ||
Payments of dividends to Parent | (1,878) | (2,008) | (3,394) |
Transfers (to) from affiliates | 0 | 0 | 0 |
Net cash used in financing activities | (1,878) | (2,008) | (3,394) |
Net decrease in cash and cash equivalents | (1,615) | 6,713 | (20,116) |
Cash and cash equivalents, beginning of period | 13,417 | 6,704 | 26,820 |
Cash and cash equivalents, end of period | 11,802 | 13,417 | 6,704 |
Consolidation, Eliminations | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) operating activities | (939) | (1,004) | (1,697) |
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 | |
Net Transfer (to) from affiliates | (68,926) | (47,797) | 80,494 |
Net cash used in investing activities | (68,926) | (47,797) | 80,494 |
Cash flows from financing activities | |||
Borrowings on indebtedness | 0 | 0 | 0 |
Payments on long-term debt | 0 | 0 | |
Payment to bondholders for Exchange Offer | 0 | ||
Payments of deferred financing cost | 0 | 0 | |
Borrowings under other financing arrangements | 0 | 0 | |
Payments related to financed insurance | 0 | 0 | |
Equity contribution from affiliates of Cerberus | 0 | ||
Payments of dividends to Parent | 939 | 1,004 | 1,697 |
Transfers (to) from affiliates | 68,926 | 47,797 | (80,494) |
Net cash used in financing activities | 69,865 | 48,801 | (78,797) |
Net decrease in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 | 0 |
Revolving Credit Facility | |||
Cash flows from financing activities | |||
Payments on long-term debt | (18,000) | ||
Payments on senior secured credit facility | (18,000) | (218,800) | (208,000) |
Proceeds from Lines of Credit | 18,000 | 218,800 | 118,000 |
Revolving Credit Facility | Parent | |||
Cash flows from financing activities | |||
Payments on long-term debt | 0 | ||
Revolving Credit Facility | Subsidiary Issuer | |||
Cash flows from financing activities | |||
Payments on long-term debt | (18,000) | ||
Revolving Credit Facility | Subsidiary Guarantors | |||
Cash flows from financing activities | |||
Payments on long-term debt | 0 | ||
Revolving Credit Facility | Subsidiary Non- Guarantors | |||
Cash flows from financing activities | |||
Payments on long-term debt | 0 | ||
Revolving Credit Facility | Consolidation, Eliminations | |||
Cash flows from financing activities | |||
Payments on long-term debt | 0 | ||
Senior Credit Facility | |||
Cash flows from financing activities | |||
Payments on senior secured credit facility | (187,272) | 0 | 0 |
Proceeds from Lines of Credit | 192,882 | 0 | 0 |
Senior Credit Facility | Parent | |||
Cash flows from financing activities | |||
Payments on senior secured credit facility | 0 | ||
Proceeds from Lines of Credit | 0 | ||
Senior Credit Facility | Subsidiary Issuer | |||
Cash flows from financing activities | |||
Payments on senior secured credit facility | (187,272) | ||
Proceeds from Lines of Credit | 192,882 | ||
Senior Credit Facility | Subsidiary Guarantors | |||
Cash flows from financing activities | |||
Payments on senior secured credit facility | 0 | ||
Proceeds from Lines of Credit | 0 | ||
Senior Credit Facility | Subsidiary Non- Guarantors | |||
Cash flows from financing activities | |||
Payments on senior secured credit facility | 0 | ||
Proceeds from Lines of Credit | 0 | ||
Senior Credit Facility | Consolidation, Eliminations | |||
Cash flows from financing activities | |||
Payments on senior secured credit facility | 0 | ||
Proceeds from Lines of Credit | 0 | ||
Cerberus 3L Note | |||
Cash flows from investing activities | |||
Increase (Decrease) in Restricted Cash | (6,943) | ||
Cash flows from financing activities | |||
Proceeds from Lines of Credit | 30,000 | $ 0 | $ 0 |
Cerberus 3L Note | Parent | |||
Cash flows from investing activities | |||
Increase (Decrease) in Restricted Cash | 0 | ||
Cash flows from financing activities | |||
Proceeds from Lines of Credit | 0 | ||
Cerberus 3L Note | Subsidiary Issuer | |||
Cash flows from investing activities | |||
Increase (Decrease) in Restricted Cash | (6,943) | ||
Cash flows from financing activities | |||
Proceeds from Lines of Credit | 30,000 | ||
Cerberus 3L Note | Subsidiary Guarantors | |||
Cash flows from investing activities | |||
Increase (Decrease) in Restricted Cash | 0 | ||
Cash flows from financing activities | |||
Proceeds from Lines of Credit | 0 | ||
Cerberus 3L Note | Subsidiary Non- Guarantors | |||
Cash flows from investing activities | |||
Increase (Decrease) in Restricted Cash | 0 | ||
Cash flows from financing activities | |||
Proceeds from Lines of Credit | 0 | ||
Cerberus 3L Note | Consolidation, Eliminations | |||
Cash flows from investing activities | |||
Increase (Decrease) in Restricted Cash | 0 | ||
Cash flows from financing activities | |||
Proceeds from Lines of Credit | $ 0 |
Condensed Financial Information of Registrant - Balance Sheet (Details) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|---|
ASSETS | |||
Other assets, net | $ 13,372 | $ 12,327 | |
Total assets | 676,537 | 784,689 | $ 982,487 |
LIABILITIES & DEFICIT | |||
Liabilities | 341,546 | 527,123 | |
Deficit | (267,392) | (213,962) | |
Total liabilities and deficit | 676,537 | 784,689 | |
Parent | |||
ASSETS | |||
Other assets, net | 0 | 0 | |
Total assets | 0 | 0 | |
LIABILITIES & DEFICIT | |||
Liabilities | 267,392 | 213,962 | |
Deficit | (267,392) | (213,962) | |
Total liabilities and deficit | $ 0 | $ 0 |
Condensed Financial Information of Registrant - Statement of Operations (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Condensed Financial Statements, Captions [Line Items] | |||
Equity in loss of subsidiaries, net of tax | $ 0 | $ 0 | $ 0 |
Loss before income taxes | (42,855) | (139,465) | (288,190) |
Income tax benefit | (10,138) | 8,672 | 20,570 |
Net (loss) income | (52,993) | (130,793) | (267,620) |
Net Income (Loss) Attributable to Parent | (54,064) | (132,602) | (269,780) |
Parent | |||
Condensed Financial Statements, Captions [Line Items] | |||
Equity in loss of subsidiaries, net of tax | (54,064) | (132,602) | (269,780) |
Loss before income taxes | (54,064) | (132,602) | (269,780) |
Income tax benefit | 0 | 0 | 0 |
Net (loss) income | (54,064) | (132,602) | (269,780) |
Net Income (Loss) Attributable to Parent | $ (54,064) | $ (132,602) | $ (269,780) |
Condensed Financial Information of Registrant - Cash Flows (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Condensed Financial Statements, Captions [Line Items] | |||
Net cash from operating activities | $ 41,153 | $ 19,572 | $ 25,377 |
Net cash from investing activities | (16,940) | (2,735) | (4,674) |
Net cash from financing activities | (14,777) | (2,059) | (97,544) |
Net increase (decrease) in cash and cash equivalents | 9,436 | 14,778 | (76,841) |
Cash and cash equivalents, beginning of period | 108,782 | 94,004 | 170,845 |
Cash and cash equivalents, end of period | 118,218 | 108,782 | 94,004 |
Parent | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash from operating activities | 557 | 563 | 333 |
Net cash from investing activities | 0 | 0 | 0 |
Net cash from financing activities | (557) | (563) | (333) |
Net increase (decrease) in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 | 0 |
Cash and cash equivalents, end of period | $ 0 | $ 0 | $ 0 |
Condensed Financial Information of Registrant (Details Textual) - USD ($) |
9 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2010 |
Dec. 31, 2016 |
|
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ||
Dividends from subsidiary | $ 0 | |
Capital contribution in connection with merger | $ 550,900,000 | $ 550,900,000 |
Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts - USD ($) $ in Thousands |
12 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|||||||
Allowance for doubtful accounts: | |||||||||
Beginning of Period | $ 16,283 | [1] | $ 4,736 | $ 1,621 | |||||
Additions | 2,747 | 15,314 | [1] | 3,269 | |||||
Deductions from Reserve | [2] | (1,841) | [1] | (3,767) | [1] | (154) | |||
End of Period | $ 17,189 | $ 16,283 | [1] | $ 4,736 | |||||
|
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