UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended June 30, 2004 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from To |
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Commission file number 333-109064 |
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WORLDSPAN, L.P.
(Exact name of registrant as specified in its charter)
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Delaware |
75-3125716 |
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(State or other jurisdiction of |
(I.R.S. Employer Identification No.) |
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300 Galleria Parkway, N.W. |
30339 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code (770) 563-7400 |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
ý Yes ¨ No
Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act).
¨ Yes ý No
As of August 10, 2004, Registrant’s parent had outstanding 29,661,533 shares of Common Stock and 3,929,288 shares of Class B Common Stock.
WORLDSPAN, L.P.
REPORT ON FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2004
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Worldspan, L.P.
Condensed Consolidated Balance Sheets
(Unaudited) (dollars in thousands)
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Successor Basis |
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June 30, 2004 |
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December 31, 2003 |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
73,458 |
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$ |
43,746 |
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Trade accounts receivable, net |
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128,258 |
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103,122 |
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Prepaid expenses and other current assets |
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14,721 |
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23,629 |
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Total current assets |
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216,437 |
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170,497 |
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Property and equipment, net |
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130,116 |
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120,510 |
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Deferred charges |
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36,463 |
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33,544 |
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Debt issuance costs, net |
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11,729 |
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13,626 |
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Supplier and agency relationships, net |
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287,886 |
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304,752 |
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Developed technology, net |
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219,539 |
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228,322 |
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Trade name |
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72,142 |
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72,142 |
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Goodwill |
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116,048 |
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109,740 |
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Other intangible assets, net |
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33,318 |
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34,722 |
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Investments |
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6,063 |
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6,377 |
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Other long-term assets |
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21,570 |
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25,263 |
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Total assets |
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$ |
1,151,311 |
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$ |
1,119,495 |
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Liabilities and Partners’ Capital |
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Current liabilities |
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Accounts payable |
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$ |
11,212 |
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$ |
19,675 |
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Accrued expenses |
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175,043 |
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144,415 |
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Current portion of capital lease obligations |
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19,471 |
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16,136 |
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Current portion of long-term debt |
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10,364 |
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8,000 |
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Total current liabilities |
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216,090 |
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188,226 |
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Long-term portion of capital lease obligations |
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61,884 |
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55,002 |
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Long-term debt |
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344,380 |
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385,000 |
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Pension and postretirement benefits |
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65,113 |
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68,405 |
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Other long-term liabilities |
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11,689 |
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6,310 |
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Total liabilities |
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699,156 |
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702,943 |
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Commitments and contingencies |
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Partners’ capital |
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452,155 |
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416,552 |
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Total liabilities and Partners’ capital |
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$ |
1,151,311 |
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$ |
1,119,495 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Worldspan, L.P.
Condensed Consolidated Statements of Operations
(Unaudited) (dollars in thousands)
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Successor |
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Predecessor |
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Successor |
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Predecessor |
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Three months |
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Three months |
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Six months |
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Six months |
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Revenues |
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Electronic travel distribution |
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Third party |
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$ |
232,487 |
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$ |
137,696 |
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$ |
465,026 |
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$ |
272,968 |
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Related party |
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— |
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70,293 |
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— |
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141,965 |
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Information technology services |
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Third party |
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16,317 |
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3,088 |
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32,309 |
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6,572 |
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Related party |
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— |
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22,050 |
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— |
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