Attached files
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| 8-K - FORM 8-K - Delta Tucker Holdings, Inc. | d8k.htm |
 Public Lender’s Presentation
August 1, 2011
For Public -
Side Dissemination
Exhibit 99.1 |
 Safe
Harbor This presentation contains statements that may be considered forward
looking within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, such as estimates of
contract values, anticipated revenues from indefinite delivery, indefinite
quantity contracts; expected percentages of future revenues represented by
fixed-price contracts; and statements covering the Company’s
business strategy. These statements speak of DynCorp International’s
plans, goals, beliefs, or expectations, refer to estimates or use similar
terms. Actual results could differ materially, because the realization of
those results is subject to many uncertainties. All
forward
looking
statements
included
in
this
presentation
are
based
upon
information presently available. DynCorp International undertakes no obligation
to publicly update or revise any forward-looking statement. The risks and
uncertainties relating to the forward-looking statements in this
presentation include those described under the caption “Risk
Factors” and “Forward-Looking
Statements”
in Delta Tucker Holdings Inc., DynCorp International’s parent,
Registration Statement on form S-4 which was declared effective on June 21,
2011.
This presentation includes non-GAAP financial measures, including Adjusted
EBITDA,
that
are
different
from
financial
measures
calculated
in
accordance
with
GAAP and may be different from non-GAAP calculations made by other
companies. A quantitative reconciliation of non-GAAP information to the most
directly
comparable
GAAP
financial
measures
has
been
included
in
this
presentation. |
 Page 3
August 1, 2011
Presenters
DynCorp International
Steve Gaffney, Chairman and CEO
Bill Kansky, Senior Vice President & CFO
Chris Porter, Vice President & Treasurer
Bank of America Merrill Lynch |
 1.
Business Summary and Update
2.
Financial Review
3.
Amendment Review
4.
Questions & Answers
Agenda |
 Page 5
August 1, 2011
Business Summary and Update |
 Page 6
August 1, 2011
Business Strategies
Leverage LOGCAP IV to become the
leading defense contingency services
provider
Diversify portfolio into intelligence and
international capacity building
Leverage experience in Training and
Mentoring into other rule of
law/governance/mentoring customers
Business Strategies
Consolidate and expand leading position in
aviation maintenance
Leverage DoS Air Wing and APPS Aviation
Task Orders into new aviation services
customers
Become a leading defense land equipment
O&M provider
Business Strategies
Continue to support INSCOM translator
needs throughout he complete draw down of
troops in Iraq
Expand capabilities to focus on higher-
value intelligence and mentoring
requirements
With a heritage extending from 1951, DI is a leading
provider of specialized, mission-critical outsourced
professional and technical support services
CY 2010 Revenue: $3.4B*
CY 2010 Adjusted EBITDA: $219.7M
Personnel: ~23,000 in 36 countries
*Excludes GLS Revenue
DI Facts:
97% of Revenue Generated as Prime Contractor
Contract Mix:
61% -
Cost Reimbursement
27% -
Fixed Price
12% -
Time & Material
98% of Revenue Generated from U.S. Government
$2.14B
$2.38B
$2.56B
$3.39B
FY08
FY09
CY09
CY10
Historical Revenue*
Global Platform Support Solutions
(GPSS)
Global Stabilization & Development
Solutions (GSDS)
Global Linguist Solutions
(GLS)
DynCorp International, Inc.
Delta Tucker Holdings, Inc
Other DoD
3%
Other
3%
Army
50%
Navy
7%
Air Force
8%
DOS
29%
Revenue By Customer (CY10) |
  Page
7 August 1, 2011
DI Business Area Team Offering
Aviation: $695.1M
Aircraft maintenance and logistical support
services for 200 U.S. Army and Navy C-12/RC-
12/UC-35 reconnaissance aircraft
Life cycle support for USG VIP aircraft
Aerial firefighting in California
Various CONUS/OCONUS fleet support
programs
Air Operations: $372.2M
Aircraft maintenance and operations support
services to DoS including; support to drug
eradication missions in South America
through INL contract; Colombian National
Police ARAVI air service support
Secure Aviation Transport in Iraq &
Afghanistan
Operations and Maintenance: $230.5M
Maintenance of in-theater vehicles and support
equipment including NAVISTAR MRAPs
Maintenance support to UAE armed forces
Reset/Recap services through Army FIRST
Base operations support
Development: $32.5M
Intel Training & Solutions: $33.8M
Intelligence technical, analytical and HUMINT
training and operations services, enabled through
Phoenix Consulting acquisition in 2009
Total Revenue by Business Area Team CY 2010
Global
Linguist
Sol
Global Platform Support Solutions (GPSS)
$1.3B (38.3%)
Global Stabilization & Development Solutions (GSDS)
$2.1B (61.7%)
Rule of law, anti-corruption and post-
conflict resolution support through recent
purchase of Casals & Associates
41.9%
15.8%
6.8%
11.0%
20.5%
Contingency
Operations:
$1,423.5M
Provides in-theater logistical support to
government personnel through LOGCAP IV
and AFCAP
Training & Mentoring : $534.7M
Mentoring of local military, Intel, justice and
law enforcement personnel
Training of indigenous police forces
through CIVPOL
Security
Services:
$67.9M
Security services for DoS through WPPS
1.0%
1.0%
2.0%
Global
Linguist
Solutions
(GLS):
$594.9M
(Deconsolidated and not reported as part of DI revenues as of Q2 CY 10) |
 Page 8
August 1, 2011
CEO View
Strong Leadership Team in Place
Operations aligned to meet the needs of the customer
Centers of Excellence drive efficiency and accountability
High Confidence in ability to achieve 2011 results
MRAP contracts will experience lower profit levels as program moves to sustainment
phase Expect lower margins as ACAS transitions to AMDP
T&M dominated contract migrates to cost responsive contract
Favorable to budget, award fee on LOGCAP significantly de-risks plan
De-leverage Plan Remains Focus
Debt reduction ahead of original plan
$50M term loan reduction achieved in March
$100+M term loan reduction anticipated in 2H 2011-primarily through working
capital improvements and earnings
Focus remains on freeing up working capital
Market Dynamics Evolving - Revenue Opportunities Identified |
 Page 9
August 1, 2011
Market Environment
Business Area
Description
Key
Customers
Size &
Outlook
DI Differentiators
Contingency
Operations
•
Provide Responsive Support to Large
Numbers of Deployed Government
Personnel
~$8B
•
Long-term Position on LOGCAP (10 Year
Award)
•
Expanding Global Footprint
Training and
Mentoring
•
Law Enforcement and Security Capacity
Building
•
Mentor and Advise Foreign Ministries
~$8B
•
Largest Int’l Police Trainer
•
Mentoring in Support of U.S. Foreign
Policy
Aviation
•
Aircraft Upgrades and Maintenance
•
Depot and Ground Support
~$8B
•
Strong Legacy Position and Past
Performance
•
59 Years of Experience in CFT Program
Air Operations
•
Support Full Flight Operations
•
Counter Narcotics Air Support
•
Diplomatic Air Transport
~$2B
•
Good Contract Positions
•
Demonstrated Ability to Transfer
Knowledge
Operations and
Maintenance
•
Manage & Support Gov’t Facilities
•
Operations and Maintenance Support
for Ground Fleets
~$9B
•
Ability to Leverage Strong Legacy O&M
Capabilities
•
Best Value
to Gov’t
•
Broad OCONUS Operations Capabilities
Intelligence
Training
Solutions
•
Provide Sophisticated HUMINT Training
Services
and
Intelligence,
Technical
and
Analytical
Services
~$8B
•
Strong Customer Intimacy with IC
Agencies
•
Strong Contract Positions
Development
•
Provide Post-conflict Development
Expertise
•
Rule of Law and Nation Building
~$2B
•
Growing USAID Footprint
•
Full Global Reach
Security
Services
•
Provide Comprehensive Protective SS
to Support U.S. Department of State
Operations Around the World
~$0.5B
•
Strong Legacy Position
•
Global Footprint and Capabilities
UAE
Kuwait
UAE
SA |
 Page 10
August 1, 2011
Big Drivers in US Defense and Foreign Policy
Afghanistan
“What we can do, and will do, is build
a partnership with the Afghan people
that endures—one that ensures that
we will be able to continue targeting
terrorists and supporting a sovereign
Obama, 6/22/11
•
President
Obama
provided
military
commanders maximum flexibility by
leaving the surge force in place through
the 2011 fighting season.
•10,000
end
of
2011.
Remaining
23,000
will
depart by summer of 2012, 70K forces
left in country.
•Increased Emphasis on building and
sustaining long-term Afghan National
Security Forces capabilities.
•
agreement is actively being
negotiated.
Will include the “non
permanent”
basing of 25,000 US troops
in Afghanistan at 3 major bases and
multiple FOBs.
•
USAID will consolidate
at 4 major
consulates and at the Embassy in Kabul.
•
throughout 2014; funding through
DoS likely to shrink.
The Admin has
lowered its FY12 request from $4.3B to
$3.2B.
Iraq
“Iraq is considering the possibility of
making a request for some kind of
presence to remain there. I have
every confidence a request…will be
forthcoming at some point.“-
Secretary of Defense designate Leon
Panetta
•
Political pressure to make agreement
on
permanent
troop
presence
–
but
Panetta upbeat in Senate Confirmation
hearing.
•The Administration request for State
Department funding in Iraq for Fiscal
Year 2012 is $6.2 Billion.
•
State presence will be driven by
Congressional budget.
•
Iraq sent a letter to Congress urging
full
funding:
John
Negroponte,
Zal
Khalilzad, Ryan Crocker and Chris Hill.
•
Embassy concerns focus on
Kurdish/Shia strains over oil, border,
and population. Bets are that conflict
won’t erupt; Kurds won’t risk current
semi-autonomous status.
DOD Budget
“I want to emphasize that while
America is at war and confronts a
range of future security threats, it is
important to not repeat the mistakes
of the past by making drastic and ill-
conceived cuts to the overall
defense budget.”
Secretary of
Defense Robert Gates
•
$670B
•Fully funds OCO
•O&M budget request is $204B
–
up $15B from FY08
•Procurement request $111B –
down $13B from FY08
equals reset and refurbishment of
existing
assets;
focus
on
maintaining
and upgrading existing platforms and
systems.
•
Latin America Drug War
More than 90 percent of the South
American cocaine that reaches the
United States funnels through
Guatemala and across Mexico’s
southern border, according to the
latest intelligence from the U.S. Drug
Enforcement Agency.
Year
2012
is
$335M.
Focus
is
capacity
building.
$20M
of
the
$1.6B
Merida
initiative
aid
package to Mexico has been assigned
to security for Mexico’s southern border
promised to spend $200M in FY12,
double FY11 spending,
to help Central
American countries fight the cartels and
regain control of lawless territories.
FY12;
up
from
$45M
in
FY11.
“A 2010 cable from US diplomats made
public by WikiLeaks reveals Guatemala
has only a single helicopter and five
pickup trucks to patrol its entire border
with Mexico.”
that only 125 Mexican immigration
officials monitor the country’s 540 mile
border with Guatemala.
surge
troops
will
be
withdrawn
Afghan
A long-term strategic framework
Civilian Advisors from DoS and
Civilian advisors will continue to grow
U.S. troops to stay after 2011?
Civilian footprint?
Four former US Ambassadors to
Short/Medium-term stability:
FY
11
DOD
Budget
(enacted
in
CR)
FY12 DOD Budget Request –
$671B
O& M up plus Procurement down
Continued DOD Growth Areas vs.
US Assistance to Mexico for Fiscal
US officials concede that only about
The Obama Administration has
In the Caribbean Basin, $75M in
According to the Washington Post:
The US Embassy in Mexico
states
government.”
-
President
OCO request –
$119B
New Efficiencies:
•
Continued growth of rotary-wing
systems—Army/Air Force
•Reduce non-combat headcount—
return to outsourcing?
•Divest assets—public/private
depot partnerships?
Permanent
and Expanded Authority for
Army Industrial Facilities to
Enter into Certain Cooperative
Arrangements with Non-Army
Entities
–
2012 HASC Bill |
 Page 11
August 1, 2011
Integrated Life-Cycle of Services
Support Military Readiness
LOGCAP IV
Linguistics & Translation
Fleet Management
Aviation Services
Development
Defense
Diplomacy
Host Nation Capacity Building
Conflict Resolution
Peacekeeping Operations
Drill Wells to be used by Villages
Enabling the Rule Of Law
Civilian Police Training
Training & Mentoring at Foreign
Ministries
De-Mining
Drug Eradication
Stabilization, Security, Transition, and Reconstruction Operations (SSTR)
Major Combat Operations
Government Role
Contractor Role
Lead Agency |
 Page 12
August 1, 2011
Improvement
Opportunities
(Critical
Action
Plan)
Reduce Indirect Cost Structure
–
Delayer and Develop Market Focus
–
Optimize Business Processes
Supply Chain Redesign
–
Identify the Right Leaders
–
Develop
Second
and
Third
Tier
Leaders
to
Support
Growth
Focus on Talent Development
–
Employee Assessments Complete –
All Level 1 & 2 Employees
–
Leadership
Training
and
Talent
Framework
Defined
–
Courses in
Development
Deleverage the Company
–
$50 million Debt Reduction in March 2011
–
$100+ million Additional Reduction Expected in 2H 2011
Initiative
Change
Mar ‘11
June ‘11
Business Development Redesign
–
Develop Marketing Department
–
Capture Process Enhancement
–
Pricing Function Aligned Within BD (Accountability and Impact)
|
 Jul
2010 Apr 2011
78 Interests
21 Pursuits
12 In Work
37 Submitted
83 Interests
19 Pursuits
18 In Work
39 Submitted
$8.0B
$4.2B
$2.1B
$1.8B
$13.5B
$4.5B
$1.2B
$4.3B
+ Redwood, Dlite
Total
$16.1B vs. $23.5B
New Business Opportunity Funnel
•
$5B Increase in Opportunities
Identified ($13.5B vs $8.0B)
–
Aviation -
$6.5B (AMCOM
Aviation
Field
Maint
-
$2B),
CNTPO
-
$1B,
USAF
C-20/37
CLS
-
$.8B)
–
Contingency Operations -
$4B
(UK Opportunities >$3B)
–
Training and Mentoring up $1.6B
(CJPS TO $1B, Law Enforcement
Professional Program -
$.5B)
•
$2.5B Increase in Submitted
Proposals
–
Security Services –
WPS Pursuit
-
$1.35B
–
Aviation -
$1.4B (VIPSAM -
$.4B,
NTW Pax -
$.5B, JPATS -
$.5B)
–
ITS –
Adventure -
$.2B
–
Contingency Operations -
$.8B
(LOGCAP BLS -
$.6B, UK
AFGHAN ISP -
$.2B)
–
Training and Mentoring -
$.5B
(Conventional Weapons
Destruction $.1B)
Page 13
August 1, 2011 |
 Operational Highlights
LOGCAP IV Overall Performance is Very Good
Award Fee Score (improved) is in-line with original expectations
Submitted proposal for DoS Baghdad Life Support (BLS)
Afghan National Police (AMDP) Program is Transitioned
$1.25B/2.5yr DoD program awarded 30 Dec 2010
750 Mentors/Trainers and 3,400 support personnel
Principal Training program for the Afghan Security Force
Recent Win of the DoS Criminal Justice Police Services (CJPS) program
MRAP Up-Armor Installation Kit Win
In-theater upgrade of 10,000+ vehicles
Strengthens DI’s capabilities across the MRAP fleet
DoS Iraq Air Wing Expansion
Transfer of Authority from DoD to DoS by 31 Dec 2011
Build-out of 41 aircraft, infrastructure, and 800 personnel
Anticipated Afghanistan/MENA expansion
Page 14
August 1, 2011 |
 Page 15
August 1, 2011
Operational Highlights -
Continued
Multiple Wins in Aviation
Regional Aviation Support Management –
West (RASM-W) $185M potential value
Fort Drum Directorate of Logistics (DOL) Aviation Logistics Management Division
(ALMD) -
$59.8M potential value
Four Recent
Task Order on Under the Air Force Contract Augmentation
Program (AFCAP)
$48M value
Includes Power production in Qatar and the Kyrgyz Republic, Vehicle Fleet
Management in Afghanistan and Engineering Services in the Kyrgyz
Republic
Worldwide Protective Services (WPS) Security Support in Irbil
$550M potential value
GLS Joint Venture
One of Six Providers selected to compete for Task Orders on Defense Language
Interpretation Translation Enterprise (DLITE) Contract
|
 Page 16
August 1, 2011
Improvement Initiatives Already Yielding Results
Military, Diplomatic & Development Tools All Needed to Achieve Global
Stability Aligns with DI’s Integrated Life Cycle Offering
International Partners Will Need Our Support
Markets
are
Dynamic
–
O&M
Funding
is
Stable
2011 O&M Funding Greater than Procurement and RDT&E Combined
DoS Funding Up 33% Since 2008
Business Development pipeline up 46% since July 2010
Highly Confident in 2011 Targets and Strongly Committed to Longer-Term
De-Leveraging Plan Summary |
 Page 17
August 1, 2011
Financial Review
Note: FY = LTM as of Friday closest to March 31
CY
=
LTM
as
of
Friday
closest
to
December
31
st
st |
 Page 18
August 1, 2011
Highlights
Revenue
LOGCAP IV
Secure Air Transportation
Ft. Campbell 101st
CSTC-A, MNSTC-I, AMDP
CivPol Lower Content
MRAP Program to Sustainment
Program Losses-APK Somalia,
LCCS-Army, Qatar Guards
Adj.
EBITDA
LOGCAP IV Volume, Award Scores
New Contracts
Operational Efficiencies
CivPol Volume & Mix
MRAP Lower Profitability
Iraq Construction
GLS Lower Troop Levels in Iraq
Dollars in millions
* Adjusted for deconsolidation of GLS
Q1 2011
vs Q1 2010
Revenue*
$884.3
$894.0
(1.1%)
Adjusted EBITDA
$55.6
$55.6
–
Adjusted EBITDA Margin
6.3%
6.2%
10 bps
vs. Q4 2010
Total Backlog
$4,294.3
$4,782.2
(10.2%)
First Quarter 2011 Results |
 Page 19
August 1, 2011
Q2
2011
Revenue
–
Range
$885M
to
$895M
Up 12% at Mid-Point from Q2 2010 (Excluding GLS Revenue)
Q2
2011
Adjusted
EBITDA
–
Range
$43M
to
$45M
Down $8.5M at Mid-Point from Q2 2010
6M
YTD
Revenue
–
Range
$1.77B
to
$1.78B
Up 5.1% at Mid-Point from 6M YTD 2010 (Excluding GLS Revenue)
6M
YTD
Adjusted
EBITDA
–
Range
$99M
to
$101M
Down $8.1M at Mid-Point from 6M YTD 2010
Resulting 2011 YTD Margins of 5.6%
2011 Guidance –
Second Quarter & YTD |
 Page 20
August 1, 2011
Summary Historical Financials
Capital Expenditures FY 2007-LTM 4/1/11
Adjusted EBITDA FY 2007-LTM 4/1/11
Segment Revenue FY 2007-LTM 4/1/11
(1)
Operating Cash Flow FY 2007-LTM 4/1/11
($ in Millions)
($ in Millions)
($ in Millions)
($ in Millions)
Note: FY = LTM as of Friday closest to March 31st.
(1) Excludes GLS and other corporate revenue
(2)
Capex
calculated
as
total
Capex
less
purchase
of
helicopter
assets.
(3) Excludes expenses related to merger.
(2)
(3)
$87
$42
$141
$90
$66
$0
$50
$100
$150
$200
2007
2008
2009
2010
LTM 4/1/11
$9
$8
$7
$9
$10
$0
$3
$6
$9
$12
2007
2008
2009
2010
LTM 4/1/11
$181
$183
$249
$236
$220
8.2%
8.6%
10.5%
8.3%
6.5%
$0
$100
$200
$300
2007
2008
2009
2010
LTM 4/1/11
0.0%
3.0%
6.0%
9.0%
12.0%
Adjusted EBITDA
Margin
862
884
969
1,512
2,108
1,224
1,253
1,421
1,325
1,263
$2,087
$2,136
$2,384
$2,838
$3,377
$0
$2,000
$4,000
2007
2008
2009
2010
LTM 4/1/11
GSDS
GPSS |
 Page 21
August 1, 2011
LTM 4/2/10 to LTM 4/1/11 Revenue
GLS
Deconsolidation
Lower CivPol
and MRAP
Volume
LCCS loss of
contract and
other items
LOGCAP IV, Air
Wing Volume
and new Training
and Mentoring
contracts
(Millions)
Losses
Additions
3,572
3,527
(585)
(176)
(123)
839
-
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
2010
2011 |
 Page 22
August 1, 2011
LTM 4/2/10 to LTM 4/1/11 Adjusted EBITDA
235.5
219.7
5.5
26.6
34.2
40.8
9.7
0
50
100
150
200
250
2010
2011
Higher Legal
Costs/
Settlements
GLS Volume
(Troop
Levels)
Lower Volume
and Mix on
CIVPOL,
MRAP, and
Air Wing
Higher
LOGCAP IV
and New
Training and
Mentoring
Contracts in
Afghanistan
LCCS
Settlement
(Millions)
Losses
Additions |
 Page 23
August 1, 2011
Company on Plan Through June 2011
$1.775B of Revenue at Mid-Point
$100M of Adjusted EBITDA at Mid-Point
YTD Margins of 5.6% In-Line with Previous Guidance
Deleveraging Strategy On-Track
$50M Debt Pre-Payment in March 2011
Targeting $100M of Additional Pre-Payment in 2
nd
Half of 2011
Second LOGCAP Award Fee Score Higher
Score in the Very Good Category
De-Risks 2
nd
Half Plan
Requesting Credit Facility Amendment
Summary |
 Page 24
August 1, 2011
Credit Facilities Amendment Request |
 Page 25
August 1, 2011
Amendment Summary
s
Financial Covenants
Increase Total Leverage covenant to 5.5x over the next 4 quarters, stepping down to
3.25x over time Existing covenant steps down to 4.5x at year end
Improve interest coverage covenant so as not to be more restrictive than total
leverage Permit up to $50 million of unrestricted cash to be netted in testing
covenants (currently capped at $25 million) Amendment Rationale
Seeking modest flexibility on covenant levels
No other material changes to be made to the credit agreement
Offer to lenders will consist of:
A 50 bps Amendment Fee to consenting lenders
Extension of the 101 soft call provision for an additional 6 months
DynCorp is seeking an amendment to improve Leverage and
Interest Coverage cushions |
 Page 26
August 1, 2011
Timeline
Date
Event
August 1
st
Lender’s Call & Post Revised Model and Amendment Doc
August 8
th
Consents Due by 5pm ET
August 10
th
Close Amendment
August 2011
Sun
Mon
Tue
Wed
Thu
Fri
Sat
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31 |
 Page 27
August 1, 2011
Q&A |
 Page 28
August 1, 2011
Adjusted EBITDA Reconciliation
2011
2011
2011
2010
2009
2008
2007
Three Months
Ended July 1, 2011
Six Months Ended
July 1, 2011
Twelve Months
Ended April 1,
2011
Fiscal Year Ended
April 2,
2010
Fiscal Year
Ended April 3,
2009
Fiscal Year
Ended March 28,
2008
Fiscal Year
Ended March 30,
2007
(Amounts in thousands)
Forecast -
Midpoint
Forecast -
Midpoint
Actual
Actual
Actual
Actual
Actual
RECONCILIATION OF NET INCOME/ (LOSS)
ATTRIBUTABLE TO DELTA TUCKER HOLDINGS, INC./PREDECESSOR
TO EBITDA AND ADJUSTED EBITDA:
Net (loss)/income attributable to Delta Tucker Holdings,
Inc./Predecessor 3,250
8,200
(19,947)
77,444
65,818
48,722
29,415
Income tax provision
2,450
6,000
4,973
47,035
39,756
28,434
21,904
Interest expense, net of interest income
23,250
46,750
82,390
55,108
56,587
51,832
68,898
Depreciation
and
amortization
( 1)
13,300
26,700
50,273
42,578
41,634
43,492
45,251
EBITDA
(2)
42,250
$
87,650
117,689
$
222,165
$
203,795
$
172,480
$
165,468
$
Equity-based compensation
-
-
3,518
2,863
1,883
4,599
2,400
Loss on early extinguishment of debt and swap ineffectiveness
1,850
5,000
3,062
648
5,376
-
9,201
Loss on Afghanistan contracts
-
250
1,974
16,501
40,511
(2,640)
-
(Gains)/Losses due to fluctuation in foreign exchange rates
150
200
(145)
(353)
(400)
-
-
Earnings
from
affiliates
not
received
in
cash
(3)
250
300
(618)
(1,863)
(2,413)
(2,072)
(1,191)
Retention bonuses, severance and acquisition earnouts
600
8,000
12,880
1,959
-
-
4,800
Management
fees
(4)
700
1,200
1,145
-
-
-
-
WWNS
-
-
-
(10,000)
-
10,967
-
(1,800)
(2,600)
73,950
3,622
-
-
-
-
-
6,271
-
-
-
-
Adjusted
EBITDA
(7)
44,000
$
100,000
$
219,726
$
235,542
$
248,752
$
183,334
$
180,678
$
(4) Amount presented relates to the Successor period management
fees, we excluded the Predecessor management fees from the EBITDA adjustments above.
(5) Amount includes acquisition accounting fair market value
adjustments, Merger-related and other acquisition expenses and changes in certain accruals and reserves required by GAAP.
(6) Per the terms of our Credit Agreement, 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 should be an adjustment to EBITDA to arrive at Adjusted
EBITDA. (7) We believe that Adjusted EBITDA is useful in assessing
our ability to generate cash to cover our debt obligations including interest and principal payments. As such, we add back certain non-cash items from operations and
certain other items as defined in our 10.375% Senior Unsecured Notes and
our Credit Facility. Non-GAAP financial measures are not intended to be a substitute for any GAAP financial measure and, as calculated, may not be
comparable to other similarly titled measures of the performance
of other companies.
(1) Amount includes certain depreciation and amortization amounts which
are classified as Cost of services on our Unaudited Condensed Consolidated Statements of Income.
(2) We define EBITDA as GAAP net income attributable to the Company.
adjusted for interest, taxes, depreciation and amortization. We believe these non-GAAP financial measures are useful in evaluating operating performance
and are regularly used by security analysts, institutional investors and
other interested parties in reviewing the Company. Non-GAAP financial measures are not intended to be a substitute for any GAAP financial measure and, as
calculated, may not be comparable to other similarly titled measures of
the performance of other companies. (3) Includes our
unconsolidated affiliates, except GLS.
$
$
$
$
$
$
$
$
Annualized operational
efficiencies Acquisition accounting and Merger-related items
(5)
(6) |