Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2015 | Jan. 25, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Booz Allen Hamilton Holding Corp | |
Entity Central Index Key | 1,443,646 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Large Accelerated Filer | |
Common stock, Class A | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 148,788,170 | |
Non-voting common stock, Class B | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Restricted common stock, Class C | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Special voting common stock, Class E | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 167,104 | $ 207,217 |
Accounts receivable, net of allowance | 845,175 | 857,310 |
Prepaid expenses and other current assets | 121,904 | 98,681 |
Total current assets | 1,134,183 | 1,163,208 |
Property and equipment, net of accumulated depreciation | 126,048 | 111,367 |
Intangible assets, net of accumulated amortization | 223,026 | 219,382 |
Goodwill | 1,361,550 | 1,304,231 |
Other long-term assets | 121,701 | 79,305 |
Total assets | 2,966,508 | 2,877,493 |
Current liabilities: | ||
Current portion of long-term debt | 72,625 | 57,063 |
Accounts payable and other accrued expenses | 432,999 | 481,815 |
Accrued compensation and benefits | 242,849 | 279,239 |
Other current liabilities | 45,004 | 30,877 |
Total current liabilities | 793,477 | 848,994 |
Long-term debt, net of current portion | 1,514,576 | 1,569,272 |
Other long-term liabilities | 277,698 | 272,729 |
Total liabilities | $ 2,585,751 | $ 2,690,995 |
Commitments and contingencies (Note 18) | ||
Stockholders’ equity: | ||
Treasury stock, at cost — 4,359,956 shares at December 31, 2015 and 2,999,393 shares at March 31, 2015 | $ (106,893) | $ (72,293) |
Additional paid-in capital | 231,340 | 174,985 |
Retained earnings | 275,356 | 104,457 |
Accumulated other comprehensive loss | (20,577) | (22,159) |
Total stockholders’ equity | 380,757 | 186,498 |
Total liabilities and stockholders’ equity | 2,966,508 | 2,877,493 |
Common stock, Class A | ||
Stockholders’ equity: | ||
Common stock | 1,531 | 1,502 |
Special voting common stock, Class E | ||
Stockholders’ equity: | ||
Common stock | $ 0 | $ 6 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Mar. 31, 2015 |
Treasury stock, shares | 4,359,956 | 2,999,393 |
Common stock, Class A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 153,137,421 | 150,237,675 |
Common stock, shares outstanding | 148,777,465 | 147,238,282 |
Special voting common stock, Class E | ||
Common stock, par value | $ 0.003 | $ 0.003 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 0 | 1,851,589 |
Common stock, shares outstanding | 0 | 1,851,589 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,307,663 | $ 1,304,686 | $ 3,981,421 | $ 3,931,824 |
Operating costs and expenses: | ||||
Cost of revenue | 630,189 | 641,541 | 1,899,376 | 1,928,967 |
Billable expenses | 355,401 | 366,371 | 1,097,741 | 1,064,994 |
General and administrative expenses | 200,809 | 176,327 | 597,611 | 524,368 |
Depreciation and amortization | 16,148 | 15,191 | 46,617 | 47,233 |
Total operating costs and expenses | 1,202,547 | 1,199,430 | 3,641,345 | 3,565,562 |
Operating income | 105,116 | 105,256 | 340,076 | 366,262 |
Interest expense | (17,762) | (17,863) | (52,937) | (54,544) |
Other, net | 555 | (777) | 309 | (1,080) |
Income before income taxes | 87,909 | 86,616 | 287,448 | 310,638 |
Income tax expense | (20,146) | 33,809 | 58,871 | 121,432 |
Net income | $ 108,055 | $ 52,807 | $ 228,577 | $ 189,206 |
Earnings per common share (Note 3): | ||||
Basic (in dollars per share) | $ 0.72 | $ 0.35 | $ 1.54 | $ 1.28 |
Diluted (in dollars per share) | 0.71 | 0.35 | 1.51 | 1.24 |
Dividends declared per share | $ 0.13 | $ 0.11 | $ 0.39 | $ 1.33 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 108,055 | $ 52,807 | $ 228,577 | $ 189,206 |
Change in postretirement plan costs, net of tax | 534 | 86 | 1,582 | 257 |
Comprehensive income | $ 108,589 | $ 52,893 | $ 230,159 | $ 189,463 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | ||
Net income | $ 228,577 | $ 189,206 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 46,617 | 47,233 |
Stock-based compensation expense | 17,809 | 19,954 |
Excess tax benefits from the exercise of stock options | (30,055) | (48,452) |
Amortization of debt issuance costs and loss on extinguishment | 6,276 | 9,538 |
Losses on dispositions and impairments | 61 | 1,396 |
Changes in assets and liabilities: | ||
Accounts receivable | 15,885 | 73,088 |
Prepaid expenses and other current assets | 16,083 | 15,008 |
Other long-term assets | (54,925) | 773 |
Accrued compensation and benefits | (6,936) | (31,390) |
Accounts payable and other accrued expenses | (50,765) | (56,419) |
Accrued interest | 2,148 | 7,467 |
Other current liabilities | 4,505 | 1,582 |
Other long-term liabilities | (14,283) | (926) |
Net cash provided by operating activities | 180,997 | 228,058 |
Cash flows from investing activities | ||
Purchases of property and equipment | (45,829) | (17,466) |
Cash paid for business acquisitions, net of cash acquired | (50,618) | (23,907) |
Net cash used in investing activities | (96,447) | (41,373) |
Cash flows from financing activities | ||
Net proceeds from issuance of common stock | 4,368 | 3,699 |
Stock option exercises | 6,399 | 4,272 |
Excess tax benefits from the exercise of stock options | 30,055 | 48,452 |
Repurchases of common stock | (34,600) | (33,369) |
Cash dividends paid | 57,678 | 195,924 |
Dividend equivalents paid to option holders | (31,707) | (47,006) |
Debt issuance costs | 0 | (8,610) |
Repayment of debt | (189,500) | (219,188) |
Proceeds from debt issuance | 148,000 | 198,438 |
Net cash used in financing activities | (124,663) | (249,236) |
Net decrease in cash and cash equivalents | (40,113) | (62,551) |
Cash and cash equivalents-beginning of period | 207,217 | 259,994 |
Cash and cash equivalents-end of period | 167,104 | 197,443 |
Cash paid during the period for: | ||
Interest | 40,396 | 36,552 |
Income taxes | 113,422 | 114,276 |
Supplemental disclosures of non-cash investing and financing activities | ||
Assets acquired under capital lease | $ 6,800 | $ 0 |
Business Overview
Business Overview | 9 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS OVERVIEW | BUSINESS OVERVIEW Organization Booz Allen Hamilton Holding Corporation, including its wholly owned subsidiaries, or Holding or the Company, is an affiliate of The Carlyle Group, or Carlyle, and was incorporated in Delaware in May 2008. The Company provides management consulting, technology, and engineering services to the U.S. government in the defense, intelligence, and civil markets. Additionally, the Company provides its management and technology consulting services to major corporations, institutions, not-for-profit organizations, and international clients. The Company reports operating results and financial data in one operating segment. The Company is headquartered in McLean, Virginia, with approximately 22,600 employees as of December 31, 2015 . |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The Company prepared the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, or Quarterly Report, in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The Company followed the accounting policies used and disclosed in the consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2015 filed with the Securities and Exchange Commission on May 21, 2015, or Annual Report, and policies stated within this Quarterly Report. The Company’s fiscal year ends on March 31 and unless otherwise noted, references to fiscal year or fiscal are for fiscal years ended March 31 . The interim financial information in this Quarterly Report reflects all adjustments, consisting of normal recurring adjustments except as otherwise disclosed, necessary for a fair presentation of the Company’s results of operations for the interim periods. The results of operations for the nine months ended December 31, 2015 are not necessarily indicative of results to be expected for the full fiscal year. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Areas of the financial statements where estimates may have the most significant effect include contractual and regulatory reserves, valuation and lives of tangible and intangible assets, contingent consideration related to business acquisitions, impairment of long-lived assets, accrued liabilities, revenue recognition, bonus and other incentive compensation, stock-based compensation, realization of deferred tax assets, provisions for income taxes, and postretirement obligations. Actual results experienced by the Company may differ materially from management's estimates. Recent Accounting Pronouncements In May 2014, the FASB issued a new standard that will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. In July 2015, the FASB approved a one-year delay in the effective date of the standard to January 1, 2018, with an option that would permit companies to adopt the standard as early as the original effective date. Early adoption prior to the effective date is not permitted. With the one-year delay enacted, the new standard will be effective for the Company beginning on April 1, 2018 (i.e., beginning with the first quarter fiscal 2019 interim financial statements). The new standard may be adopted retrospectively for all periods presented, or adopted using a modified retrospective approach. Under the retrospective approach, the fiscal 2018 and 2017 financial statements would be adjusted to reflect the effects of adopting the new standard in those periods. Under the modified retrospective approach, the new standard would only be adopted for the period beginning April 1, 2018 to new contracts and those contracts that are not yet complete at April 1, 2018, with a cumulative catch-up adjustment recorded to beginning retained earnings for existing contracts that still require performance. Management is still in the process of determining which transition method to utilize in order to adopt the new standard and still assessing what effect the adoption of this standard may have on the timing of our revenue recognition and our consolidated financial statements. Other recent accounting pronouncements issued by the FASB during the nine months ended December 31, 2015 and through the filing date did not or are not believed by management to have a material impact on the Company's present or historical condensed consolidated financial statements. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The Company computes basic and diluted earnings per share amounts based on net income for the periods presented. The Company uses the weighted average number of common shares outstanding during the period to calculate basic earnings per share, or EPS. Diluted EPS adjusts the weighted average number of shares outstanding to include the dilutive effect of outstanding common stock options and other stock-based awards. The Company currently has outstanding shares of Class A Common Stock. On September 30, 2015, the Company purchased, at par value, all issued and outstanding shares of Class E special voting common stock in connection with the exercise of the final tranche of rollover options during the second quarter of fiscal 2016. Class E Special Voting Common Stock shares are not included in the calculation of EPS as these shares represent voting rights only and are not entitled to participate in dividends or other distributions. During fiscal 2015, the Company converted all issued and outstanding shares of Class B Non-Voting Common Stock and Class C Restricted Common Stock into shares of Class A Common Stock on a one-for-one basis. Unvested Class A Restricted Common Stock holders are entitled to participate in non-forfeitable dividends or other distributions. These unvested shares participated in the Company's dividends declared and were paid in the first, second, and third quarters of fiscal 2016 and 2015 . As such, EPS is calculated using the two-class method whereby earnings are reduced by distributed earnings as well as any available undistributed earnings allocable to holders of unvested restricted shares. A reconciliation of the income used to compute basic and diluted EPS for the periods presented are as follows: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Earnings for basic computations (1) $ 106,548 $ 52,010 $ 225,430 $ 186,275 Weighted-average Class A Common Stock outstanding 147,428,588 146,664,977 146,291,184 144,482,223 Weighted-average Class B Non-Voting Common Stock outstanding — — — 293,071 Weighted-average Class C Restricted Common Stock outstanding — — — 504,112 Total weighted-average common shares outstanding for basic computations 147,428,588 146,664,977 146,291,184 145,279,406 Earnings for diluted computations (1) $ 106,568 $ 52,025 $ 225,481 $ 186,275 Dilutive stock options and restricted stock 2,472,337 4,014,108 3,210,274 4,960,430 Average number of common shares outstanding for diluted computations 149,900,925 150,679,085 149,501,458 150,239,836 Earnings per common share Basic $ 0.72 $ 0.35 $ 1.54 $ 1.28 Diluted $ 0.71 $ 0.35 $ 1.51 $ 1.24 (1) During the three months ended December 31, 2015 and 2014 , approximately 2.1 million and 2.2 million participating securities were paid dividends totaling $0.3 million and $0.3 million , respectively. During the nine months ended December 31, 2015 and 2014 , approximately 2.1 million and 2.2 million participating securities were paid dividends totaling $0.7 million and $2.9 million , respectively. For the three and nine months ended December 31, 2015 there were undistributed earnings of $1.3 million and $2.4 million respectively, allocated to the participating class of securities in basic earnings per share, and $1.2 million and $2.3 million , respectively, to diluted earnings per share. For the three months ended December 31, 2014 there were undistributed earnings of $0.6 million allocated to the participating class of securities in basic earnings per share, and $0.5 million to diluted earnings per share. The allocated undistributed earnings and the dividends paid comprise the difference between net income presented on the condensed consolidated statements of operations and earnings for basic and diluted computations for the three and nine months ended December 31, 2015, and the three months ended December 31, 2014, while only the dividends paid comprise the difference in net income for the nine months ended December 31, 2014, as there were no undistributed earnings. The EPS calculation for the three and nine months ended December 31, 2015 excludes 0.5 million and 0.6 million options, respectively, as their impact was anti-dilutive. The EPS calculation for the three and nine months ended December 31, 2014 excludes 0.1 million and 0.3 million options, respectively, as their impact was anti-dilutive. |
Goodwill
Goodwill | 9 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL On October 31, 2015, the Company acquired the software services unit of SPARC, LLC, a Charleston, SC software development firm for a preliminary purchase price per the agreement of $53 million , subject to finalizing the working capital adjustments. Pursuant to the terms of the agreement, the acquisition was accounted for using the purchase method of accounting which requires the total purchase price consideration to be allocated to the assets acquired and liabilities assumed based on estimates of their estimated fair values. The excess of purchase consideration over the amounts assigned to tangible and intangible assets acquired and liabilities assumed, based on the preliminary purchase price allocation of $35.1 million , was recognized as goodwill. As part of the acquisition the Company also acquired a capital lease. The lease is valued at $6.8 million and is included within other current liabilities on the condensed consolidated balance sheet. As of December 31, 2015 and March 31, 2015 , goodwill was $1,361.6 million and $1,304.2 million , respectively. The increase in the carrying amount of goodwill is primarily attributable to the preliminary purchase price allocation associated with the acquisition of the software services unit of SPARC, LLC. In addition, during the third quarter, the Company released $50.9 million of uncertain tax positions associated with the acquisition of the Company by the Carlyle Group in July 2008, or the Acquisition. Of the $50.9 million , $21.4 million were tax related indemnification assets that offset the deferred payment obligation, with a corresponding adjustment to goodwill. See Note 8 and Note 10 for further information. |
Accounts Receivable, Net
Accounts Receivable, Net | 9 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | ACCOUNTS RECEIVABLE, NET Accounts receivable, net consisted of the following: December 31, March 31, Current Accounts receivable–billed $ 352,172 $ 318,464 Accounts receivable–unbilled 493,163 539,203 Allowance for doubtful accounts (160 ) (357 ) Accounts receivable, net 845,175 857,310 Long-term Unbilled receivables 41,484 18,496 Total accounts receivable, net $ 886,659 $ 875,806 Unbilled amounts represent sales for which billings have not been presented to customers at quarter-end or year-end. These amounts are usually billed and collected within one year. Long-term unbilled receivables not anticipated to be billed and collected within one year, and are primarily related to retainage, holdbacks, and long-term rate settlements to be billed at contract closeout, are included in other long-term assets as accounts receivable in the accompanying condensed consolidated balance sheets. The Company recognized a provision (benefit) for doubtful accounts (including certain unbilled reserves) of $1.1 million and $(0.01) million for the three months ended December 31, 2015 and 2014 , respectively, and $0.3 million and $(1.0) million for the nine months ended December 31, 2015 and 2014 , respectively. The Company does not have material exposure to accounts receivable credit risk, because the Company's accounts receivable are primarily with the U.S. Government and its agencies. |
Accounts Payable and Other Accr
Accounts Payable and Other Accrued Expenses | 9 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND OTHER ACCRUED EXPENSES | ACCOUNTS PAYABLE AND OTHER ACCRUED EXPENSES Accounts payable and other accrued expenses consisted of the following: December 31, March 31, Vendor payables $ 188,191 $ 215,995 Accrued expenses 244,808 265,820 Total accounts payable and other accrued expenses $ 432,999 $ 481,815 Accrued expenses consisted primarily of the Company’s reserve related to potential cost disallowance in conjunction with government audits. Refer to Note 18 for further discussion of this reserve. |
Accrued Compensation and Benefi
Accrued Compensation and Benefits | 9 Months Ended |
Dec. 31, 2015 | |
Compensation Related Costs [Abstract] | |
ACCRUED COMPENSATION AND BENEFITS | ACCRUED COMPENSATION AND BENEFITS Accrued compensation and benefits consisted of the following: December 31, March 31, Bonus $ 56,330 $ 82,237 Retirement 62,136 29,285 Vacation 97,826 115,657 Stock-based compensation liability (Note 15) 2,278 31,732 Other 24,279 20,328 Total accrued compensation and benefits $ 242,849 $ 279,239 As of December 31, 2015 and March 31, 2015 , the Company recorded a stock-based compensation liability of $2.3 million and $31.7 million , respectively, expected to be paid within one year, related to special dividends paid in July and December 2009, June and August 2012, November 2013, and February and August 2014. Rollover options vested and not yet exercised that would have had an exercise price below zero as a result of the dividends were reduced to one cent, with the remaining reduction to be paid in cash upon exercise of the options. Payments of the special dividends to the Company's Second Amended and Restated Equity Incentive Plan, or EIP, option holders are linked to vesting. Refer to Note 15 for further discussion of the special dividends. |
Deferred Payment Obligation
Deferred Payment Obligation | 9 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
DEFERRED PAYMENT OBLIGATION | 8. DEFERRED PAYMENT OBLIGATION Pursuant to an Agreement and Plan of Merger, or the Merger Agreement, dated as of May 15, 2008, and subsequently amended, The Carlyle Group indirectly acquired all of the issued and outstanding stock of the Company. In connection with this transaction, on July 31, 2008 the Company established a Deferred Payment Obligation, or DPO, of $158.0 million , payable 8.5 years after the closing date, less any settled claims. Pursuant to the Merger Agreement, $78.0 million of the $158.0 million DPO was required to be paid in full to the selling shareholders. On December 11, 2009, in connection with a recapitalization transaction, $100.4 million was paid to the selling shareholders, of which $78.0 million was the repayment of that portion of the DPO, with approximately $22.4 million representing accrued interest. The remaining $80.0 million is available to indemnify the Company for certain pre-acquisition tax contingencies, related interest and penalties, and other matters pursuant to the Merger Agreement. Any amounts remaining after the settlement of claims will be paid out to the selling shareholders. During the quarter ended December 31, 2015 , the Company effectively settled approximately $50.9 million of its pre-acquisition uncertain tax positions, thereby relieving an amount of approximately $21.4 million that was previously indemnified under the DPO. As of December 31, 2015, there were no estimated indemnified amounts recorded against the DPO. A reconciliation of the principal balance of the DPO to the amount recorded in the condensed consolidated balance sheets for the periods presented are as follows: December 31, 2015 March 31, 2015 Deferred payment obligation $ 80,000 $ 80,000 Indemnified pre-acquisition uncertain tax positions (21,407 ) (20,586 ) Release of indemnified pre-acquisition uncertain tax positions 21,407 — Accrued interest 3,326 1,304 Amount recorded in the consolidated balance sheets $ 83,326 $ 60,718 |
Debt
Debt | 9 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt consisted of the following: December 31, 2015 March 31, 2015 Interest Rate Outstanding Balance Interest Rate Outstanding Balance Term Loan A 2.82 % $ 755,145 2.68 % $ 796,024 Term Loan B 3.75 % 832,056 3.75 % 830,311 Total 1,587,201 1,626,335 Less: Current portion of long-term debt (72,625 ) (57,063 ) Long-term debt, net of current portion $ 1,514,576 $ 1,569,272 On May 7, 2014, the Company entered into the Second Amendment to the Credit Agreement, dated as of July 31, 2012 (as previously amended by the First Amendment to the Credit Agreement, dated as of August 16, 2013). The Credit Agreement, as amended, provides the Company with an $830.0 million Term Loan A and an $841.2 million Term Loan B, and a $500.0 million revolving credit facility, with a sublimit for letters of credit of $100.0 million . The outstanding obligations under the Credit Agreement, as amended, are secured by a security interest in substantially all of the assets of the Company, subject to certain exceptions set forth in the Credit Agreement, as amended, and related documentation. The rates for Term Loan A and Term Loan B, as amended, remain unchanged. The Second Amendment also extended the maturity date of Term Loan A and the revolving credit facility to May 31, 2019. The maturity date for Term Loan B remained unchanged at July 31, 2019. The Company also amended its existing debt covenants to provide for greater operational and financial flexibility. The Company occasionally borrows under the revolving credit facility in anticipation of cash demands. On October 29, 2015 the Company's wholly-owned subsidiary Booz Allen Hamilton Inc. accessed $93.0 million of its $500.0 million revolving credit facility to support month-end transactions and the acquisition of the software services unit of SPARC, LLC. On November 4, 2015, the Company repaid the $40.0 million borrowed from the revolving credit facility. On November 25, 2015 Booz Allen Hamilton Inc. accessed an additional $30 million from the revolving credit facility to support month-end transactions. The Company repaid $53 million on November 30, 2015 and the remaining $30 million balance on December 4, 2015. The Credit Agreement, as amended, requires quarterly principal payments of 1.25% of the stated principal amount of Term Loan A, with annual incremental increases to 1.875% , 2.50% , 3.125% , and 13.0% , prior to Term Loan A's maturity date of May 31, 2019. As a result of paying approximately $168.4 million of Term Loan B principal in connection with the Second Amendment, no additional principal payments are required until the remaining balance is due on Term Loan B's maturity date of July 31, 2019. The revolving credit facility matures on May 31, 2019, at which time any outstanding principal balance is due in full. As of December 31, 2015 and March 31, 2015 , there were no amounts outstanding on the revolving credit facility. The interest rate on borrowings under Term Loan A is LIBOR plus a 2.50% spread. The spread ranges from 2.00% to 2.75% based on the Company's total leverage ratio. The interest rate on borrowings under Term Loan B is LIBOR plus a 3.0% spread with a 0.75% floor. The spread ranges from 2.00% to 3.00% based upon either an ABR or LIBOR borrowing. The revolving credit facility margin and commitment fee are subject to the leveraged based pricing grid, as set forth in the Credit Agreement, as amended. The total outstanding debt balance is recorded in the accompanying condensed consolidated balance sheets, net of unamortized discount of $11.4 million and $13.7 million as of December 31, 2015 and March 31, 2015 , respectively. As of December 31, 2015 and March 31, 2015 , the Company was in compliance with all of the Credit Agreement's debt covenants. |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s effective income tax rate was (22.9)% and 39.0% for the three months ended December 31, 2015 and 2014 , respectively, and 20.5% and 39.1% for the nine months ended December 31, 2015 and 2014 , respectively. The decrease in the effective tax rate for the three and nine months ended December 31, 2015 as compared to the same period last year is primarily due to the reduction in income tax reserves for uncertain tax positions as a result of expiring statute of limitations. Based on management's conclusion that the uncertain tax positions related to the statute lapse were effectively settled, $50.9 million of tax reserves associated with pre-acquisition uncertain tax positions, which includes $3.2 million of interest and penalties that were incurred by the Company subsequent to the Acquisition, were released, which reduced the income tax provision for the three and nine months ended December 31, 2015. The three and nine months effective tax rates of (22.9)% and 20.5% differ from the statutory rate of 35.0% primarily due to the release of tax reserves, offset by the state income taxes and the effect of permanent rate differences, which primarily relate to meals and entertainment. The Company is also subject to taxes imposed by various taxing authorities including state and foreign jurisdictions. Tax years related to state and foreign jurisdictions that remain open and subject to examination are not considered to be material. Additionally, due to statute of limitations expirations and potential audit settlements, it is reasonably possible that a portion of the remaining reserves recorded on previously recognized tax benefits may be effectively settled by March 31, 2016. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 9 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LONG-TERM LIABILITIES | OTHER LONG-TERM LIABILITIES Other long-term liabilities consisted of the following: December 31, March 31, Income tax reserve $ 8,011 $ 58,444 Deferred rent 63,989 34,732 Deferred payment obligation 80,000 59,414 Postretirement benefit obligations 117,379 111,624 Other (1) 8,319 8,515 Total other long-term liabilities $ 277,698 $ 272,729 (1) Balance at December 31, 2015 and March 31, 2015 includes a contingent earnout liability of $4.5 million related to business acquisitions. Refer to Note 16 for further discussion. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Defined Contribution Plan The Company sponsors the Employees’ Capital Accumulation Plan, or ECAP, which is a qualified defined contribution plan that covers eligible U.S. and international employees. ECAP provides for distributions, subject to certain vesting provisions, to participants by reason of retirement, death, disability, or termination of employment. Effective April 1, 2014 the Company transitioned from a discretionary employer contribution to an annual matching contribution of up to 6% of eligible annual income as determined by the Internal Revenue Code for the ECAP. Total expense recognized under ECAP was $27.0 million and $26.2 million for the three months ended December 31, 2015 and 2014 , respectively, and $81.4 million and $81.4 million for the nine months ended December 31, 2015 and 2014 , respectively. The Company-paid contributions were $14.6 million and $14.9 million for the three months ended December 31, 2015 and 2014 , respectively, and $46.6 million and $53.1 million for the nine months ended December 31, 2015 and 2014 , respectively. Defined Benefit Plan and Other Postretirement Benefit Plans The Company maintains and administers a postretirement medical plan and a defined benefit retirement plan for current, retired, and resigned officers. The components of net postretirement medical expense for the Officer Medical Plan were as follows: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Service cost $ 1,426 $ 1,022 $ 4,277 $ 3,064 Interest cost 1,126 892 3,379 2,676 Net actuarial loss 884 145 2,652 436 Total postretirement medical expense $ 3,436 $ 2,059 $ 10,308 $ 6,176 As of December 31, 2015 and March 31, 2015 , the unfunded status of the post-retirement medical plan was $112.7 million and $107.3 million , respectively, which is included in other long-term liabilities in the accompanying condensed consolidated balance sheets. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS All amounts recorded in other comprehensive loss are related to the Company's post-retirement plan. The following table represents a rollforward of amounts recognized in accumulated other comprehensive loss, net of tax: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Beginning of period $ (21,111 ) $ (6,465 ) $ (22,159 ) $ (6,636 ) Amounts reclassified from accumulated other comprehensive loss 534 86 1,582 257 Net current-period other comprehensive loss 534 86 1,582 257 End of period $ (20,577 ) $ (6,379 ) $ (20,577 ) $ (6,379 ) The following table presents the reclassifications out of accumulated other comprehensive loss to net income: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Amortization of net actuarial loss included in net periodic benefit cost (See Note 12) Total before tax $ 884 $ 144 $ 2,652 $ 432 Tax benefit (350 ) (58 ) (1,070 ) (175 ) Net of tax $ 534 $ 86 $ 1,582 $ 257 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Common Stock The common stock shares activity consisted of the following: Class A Common Stock Class B Non-Voting Common Stock Class C Restricted Common Stock Class E Special Voting Common Stock Treasury Stock Balance at March 31, 2014 143,962,073 582,080 935,871 4,424,814 609,625 Issuance of common stock 1,365,008 — — — — Stock options exercised 3,392,643 — — (2,573,225) — Share exchange (1) 1,517,951 (582,080) (935,871) — — Repurchase of common stock (2) — — — — 2,389,768 Balance at March 31, 2015 150,237,675 — — 1,851,589 2,999,393 Issuance of common stock 365,986 — — — — Stock options exercised (3) 2,533,760 — — (1,851,589 ) — Repurchase of common stock (4) — — — — 1,360,563 Balance at December 31, 2015 153,137,421 — — — 4,359,956 (1) At the annual meeting of stockholders held on July 31, 2014, the stockholders approved a proposal to amend and restate the certificate of incorporation, which had the effect of converting all issued and outstanding shares of Class B Non-Voting Common Stock and Class C Restricted Common Stock into shares of Class A Common Stock on a one-for-one basis. The conversion was effected on August 13, 2014 when the Company filed its third amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. As a result of the conversion, there were no shares of Class B Non-Voting Common Stock and Class C Restricted Common Stock outstanding at such time. (2) On November 5, 2014, the Company entered into an agreement with an affiliate of The Carlyle Group to repurchase 1.0 million shares of the Company's Class A Common Stock. The shares were repurchased at a price of $25.10 per share in a private non-underwritten transaction. On February 2, 2015, the Company entered into a similar agreement with an affiliate of the Carlyle Group to repurchase an additional 1.0 million shares of our Class A common stock pursuant to the repurchase program. The shares were repurchased from the Underwriter at a price of $28.36 per share. The repurchase of common stock above also reflects shares repurchased on June 30, 2014 to cover the minimum statutory withholding taxes on restricted stock awards that vested on June 30, 2014, shares repurchased on September 12, 2014 to cover the minimum statutory withholding taxes on rollover stock options exercised on September 12, 2014 and shares repurchased on multiple dates to cover the minimum statutory withholding taxes on accelerated restricted stock vesting for departing officers. (3) On September 30, 2015, the Company purchased, at par value, all issued and outstanding shares of Class E special voting common stock in connection with the exercise of the final tranche of rollover options during the second quarter of fiscal 2016. (4) During the first quarter of fiscal 2016 , the Company purchased 1.2 million shares of the Company’s Class A Common Stock in a series of open market transactions for $30.5 million . Additionally, the Company repurchased shares on June 30, 2015 to cover the minimum statutory withholding taxes on restricted stock awards and restricted stock units that vested on June 30, 2015, and repurchased shares to cover the minimum statutory withholding taxes on accelerated restricted stock vesting for departing officers. For the quarterly offering period that closed on December 31, 2015 , 51,157 Class A Common Stock shares were purchased by employees under the Company's Employee Stock Purchase Plan, or ESPP. Since the program's inception, 1,677,359 shares have been purchased by employees. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The following table summarizes stock-based compensation expense recognized in the condensed consolidated statements of operations: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Cost of revenue $ 954 $ 2,303 $ 3,237 $ 6,601 General and administrative expenses 5,334 4,764 14,572 13,353 Total $ 6,288 $ 7,067 $ 17,809 $ 19,954 The following table summarizes the total stock-based compensation expense recognized in the condensed consolidated statements of operations by the following types of equity awards: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Equity Incentive Plan Options $ 792 $ 1,241 $ 2,035 $ 4,022 Class A Restricted Common Stock 5,496 5,826 15,774 15,932 Total $ 6,288 $ 7,067 $ 17,809 $ 19,954 As of December 31, 2015 , there was $25.3 million of total unrecognized compensation cost related to unvested stock-based compensation agreements. The unrecognized compensation cost as of December 31, 2015 is expected to be fully amortized over the next 4.25 years. Absent the effect of accelerating stock compensation cost for any departures of employees who may continue to vest in their equity awards, the following table summarizes the unrecognized compensation cost and the weighted average period the cost is expected to be amortized. December 31, 2015 Unrecognized Compensation Cost Weighted Average Remaining Period to be Recognized (in years) Equity Incentive Plan Options $ 4,300 3.41 Class A Restricted Common Stock 20,951 2.20 Total $ 25,251 Equity Incentive Plan As of December 31, 2015 , there were 5,953,555 EIP options outstanding, of which 1,733,945 were unvested. Grants of Restricted Stock Units and Class A Restricted Common Stock On October 28, 2015, the Board of Directors granted 2,808 shares of Class A Restricted Common Stock to a new member of the Board of Directors. The aggregate value was estimated at $0.1 million based on the stock price of $30.30 on the grant date. On October 28, 2015, the Board of Directors granted 5,775 Restricted Stock Units to certain newly hired employees. The aggregate value was estimated at $0.2 million based on the stock price of $30.30 on the grant date. On December 15, 2015, the Board of Directors granted 35,590 Restricted Stock Units to certain newly hired and current officers. The aggregate value was estimated at $1.0 million based on the stock price of $29.50 on the grant date. Special Dividends The Compensation Committee, acting as the Administrator of the Officers' Rollover Stock Plan and the EIP have discretion in how to effect the required adjustment to keep option holders whole in the event of a distribution of dividends that trigger certain anti-dilution clauses within the respective plans. In the event the Board of Directors elects to grant option holders a cash payment equal to the amount of the special dividend, the Company accrues a stock-based compensation liability as the EIP options are scheduled to be vested. Rollover Options are fully vested; therefore the liability associated with these options was fully recorded on the condensed consolidated balance sheet. As of December 31, 2015, the rollover options were fully exercised and the liability was fully settled. Total compensation expense recorded in conjunction with the payment of the dividend equivalents to EIP option holders for the three and nine months ended December 31, 2015 was $0.1 million and $0.2 million , respectively, as compared to $0.1 million and $0.9 million recorded for the three and nine months ended December 31, 2014 , respectively. Future compensation expense related to the payment of the dividend equivalents to EIP option holders not yet recognized in the statement of operations is $0.2 million and is expected to be recognized over 1.5 years. As of December 31, 2015 and March 31, 2015 , the Company calculated a total recorded and unrecorded stock-based compensation liability of $3.9 million and $35.8 million , respectively, related to the special dividends paid in July and December 2009, June and August 2012, November 2013 and February and August 2014, as follows: December 31, 2015 March 31, 2015 EIP Options Rollover Options Total EIP Options Rollover Options Total Current liability (1) $ 2,278 $ — $ 2,278 $ 3,697 $ 28,035 $ 31,732 (1) Included in accrued compensation and benefits (Note 6). As of December 31, 2015 , $1.6 million related to EIP options will be recorded as liabilities as the options vest over the next 3.25 years. As of March 31, 2015 , there was an unrecorded liability of $4.1 million related to EIP options. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The accounting standard for fair value measurements establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: observable inputs such as quoted prices in active markets (Level 1); inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2); and unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions (Level 3). A financial instrument's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The financial instruments measured at fair value in the accompanying consolidated balance sheets consist of the following: Recurring Fair Value Measurements Level 1 Level 2 Level 3 Total Cash and cash equivalents: Cash and cash equivalents $ 32,329 $ — $ — $ 32,329 Money market funds (1) — 134,775 — 134,775 Total cash and cash equivalents $ 32,329 $ 134,775 $ — $ 167,104 Liabilities: Contingent earnout liability (2) — — 4,500 4,500 Total liabilities $ — $ — $ 4,500 $ 4,500 The following table set forth by levels represents the Company's fair value measurements as of March 31, 2015 . Recurring Fair Value Measurements Level 1 Level 2 Level 3 Total Cash and cash equivalents: Cash and cash equivalents $ 48,942 $ — $ — $ 48,942 Money market funds (1) — 158,275 — 158,275 Total cash and cash equivalents $ 48,942 $ 158,275 $ — $ 207,217 Liabilities: Contingent earnout liability (2) — — 4,500 4,500 Total liabilities $ — $ — $ 4,500 $ 4,500 (1) Level two cash and cash equivalents are invested in money market funds that are intended to maintain a stable net asset value of $1.00 per share by investing in liquid, high quality U.S. dollar-denominated money market instruments. Depending on our short-term liquidity needs, we make regular transfers between money market funds and other cash equivalents. (2) On October 9, 2014, the Company entered into a contingent consideration arrangement in connection with a business acquisition. Under the arrangement, the Company agreed to pay up to a maximum of $9 million in cash to the seller if certain financial performance thresholds are achieved in calendar years 2016 and 2017. The fair value of the contingent consideration liability as of March 31, 2015 and December 31, 2015 was $4.5 million and is a Level 3 fair value measurement recorded within other long-term liabilities. It was valued using a Monte Carlo simulation and the key input besides projected cash flows was volatility, estimated as 30% based on the asset volatility of comparable publicly-traded companies. An increase (decrease) in volatility in isolation would result in a lower (higher) fair value measurement. Since the initial recording of this liability as a part of the purchase accounting, there have been no subsequent changes in fair value recorded to-date. Any future changes in the fair value of this contingent consideration liability will be recognized in earnings during the applicable period. The fair value of the Company's debt instruments approximates its carrying value at December 31, 2015 and March 31, 2015 . The fair value of debt is determined based on interest rates available for debt with terms and maturities similar to the Company's existing debt arrangements (Level 2 inputs). The following table presents a summary of changes in the fair value of the Company's contingent earnout liability categorized as Level 3 for the fiscal year ended December 31, 2015 : Contingent Earnout Liability Balance at March 31, 2015 $ 4,500 Issuances — Balance at December 31, 2015 $ 4,500 |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONS The Carlyle Group is the largest shareholder of the Company. From time to time, and in the ordinary course of business: (1) other Carlyle portfolio companies engage the Company as a subcontractor or service provider, and (2) the Company engages other Carlyle portfolio companies as subcontractors or service providers. Revenue and cost associated with these related parties for the three months ended December 31, 2015 were $36,000 and $29,000 , respectively, and $140,000 and $110,000 for the nine months ended December 31, 2015 , respectively. Revenue and cost associated with these related parties for the three months ended December 31, 2014 were $312,000 and $233,000 , respectively, and $961,000 and $719,000 for the nine months ended December 31, 2014 , respectively. In addition, investment vehicles affiliated with The Carlyle Group participated in a lender syndicate in the Company’s outstanding debt in the amount of $41.4 million and $47.0 million at December 31, 2015 and March 31, 2015 , respectively. The participation by such investment vehicles in the syndication of the Company's debt was done on an arm’s length basis. On July 31, 2008, the Company entered into a management agreement, or Management Agreement, with TC Group V US, L.L.C., or TC Group, a company affiliated with Carlyle. On June 7, 2012, TC Group assigned all of its right, title and interest in, and obligations under, the management agreement to Carlyle Investment Management L.L.C., or Carlyle Investment Management. In accordance with the Management Agreement, Carlyle Investment Management provides the Company with advisory, consulting, and other services and the Company pays Carlyle Investment Management an aggregate annual fee of $1.0 million , plus expenses. For the three months ended December 31, 2015 and 2014 , the Company incurred $250,000 in advisory fees in each period. For the nine months ended December 31, 2015 and 2014 , the Company incurred $750,000 in advisory fees in each period. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Leases As a result of the Acquisition, the Company assigned a total of nine leases to Booz & Co, which has subsequently changed its name to Strategy&. The Company remains liable for one lease, which expires in March 2017, for a facility located in London under the terms of the original lease should Strategy& default on its obligations. All other leases assigned to Strategy& have expired. There were no events of default under these leases as of December 31, 2015 or March 31, 2015 . The maximum potential amount of undiscounted future payments is $5.5 million . Based on the Company’s assessment of the likelihood of future payment, no amounts have been recorded related to the Company’s contingent liability on such leases. Letters of Credit and Third-Party Guarantees As of December 31, 2015 and March 31, 2015 , the Company was contingently liable under open standby letters of credit and bank guarantees issued by our banks in favor of third parties that totaled $5.5 million and $5.3 million , respectively. These letters of credit and bank guarantees primarily support insurance and bid and performance obligations. At December 31, 2015 and March 31, 2015 , approximately $1.8 million and $5.2 million of these instruments reduce the available borrowings under the revolving credit facility. The remainder are guaranteed under a separate $5.0 million facility established in fiscal 2015 of which $1.3 million and $4.9 million , respectively, was available to the Company at December 31, 2015 and March 31, 2015 . Government Contracting Matters For the three and nine months ended December 31, 2015 approximately 97% , and for the three and nine months ended December 31, 2014 approximately 97% and 98% respectively, of the Company’s revenue was generated from contracts where the end client was an agency or department of the U.S. government, including contracts where Booz Allen performed in either a prime or subcontract position, and regardless of the geographic location in which the work was performed. Contracts with the U.S. government are subject to extensive legal and regulatory requirements and, from time to time and in the ordinary course of business, agencies of the U.S. government investigate whether the Company’s operations are conducted in accordance with these requirements and the terms of the relevant contracts by using investigative techniques such as subpoenas or civil investigative demands. U.S. government investigations of the Company, whether related to the Company’s U.S. government contracts or conducted for other reasons, could result in administrative, civil, or criminal liabilities, including repayments, fines, or penalties being imposed upon the Company, or could lead to suspension or debarment from future U.S. government contracting. Management believes it has recorded the appropriate provision for any losses that may be experienced from any investigation of which it is aware. The Defense Contract Management Agency Administrative Contracting Officer has negotiated annual final indirect cost rates through fiscal year 2008. Audits of subsequent years may result in cost reductions and/or penalties. Management believes it has recorded the appropriate provision for the estimated losses that may be experienced from any such reductions and/or penalties. As of December 31, 2015 and March 31, 2015 , the Company has recorded a liability of approximately $208.0 million and $205.3 million , respectively, for its current best estimate of amounts to be refunded to customers for potential adjustments from such audits or reviews of contract costs incurred subsequent to fiscal year 2008. Litigation The Company is involved in legal proceedings and investigations arising in the ordinary course of business, including those relating to employment matters, relationships with clients and contractors, intellectual property disputes, and other business matters. These legal proceedings seek various remedies, including claims for monetary damages in varying amounts, none of which are considered material, or are unspecified as to amount. Although the outcome of any such matter is inherently uncertain and may be materially adverse, based on current information, management does not expect any of the currently ongoing audits, reviews, investigations, or litigation to have a material adverse effect on the Company’s financial condition and results of operations. As of December 31, 2015 , there are no material amounts accrued in the condensed consolidated financial statements related to these proceedings. Six former officers and stockholders who had departed the company prior to July 31, 2008, the date on which we became majority owned by Carlyle and certain of its affiliated investment funds, as described in the Company’s Annual Report, or the Acquisition, have filed a total of nine suits in various jurisdictions, with original filing dates ranging from July 3, 2008 through December 15, 2009, against the Company and certain of the Company’s current and former directors and officers. Three of these suits were amended on July 2, 2010 and then further amended into one consolidated complaint on September 7, 2010. Another two of the original nine suits were consolidated into one complaint on September 24, 2014. Each of the suits arises out of the Acquisition and alleges that the former stockholders are entitled to certain payments that they would have received if they had held their stock at the time of the Acquisition. Some of the suits also allege that the Acquisition price paid to stockholders was insufficient. The various suits assert claims for breach of contract, tortious interference with contract, breach of fiduciary duty, civil Racketeer Influenced and Corrupt Organizations Act, or RICO, violations, violations of the Employee Retirement Income Security Act, and/or securities and common law fraud. Three of these suits have been dismissed with all appeals exhausted. The two suits that were consolidated into one action on September 24, 2014 were settled on April 16, 2015. One of the remaining suits has been dismissed by the United States District Court for the Southern District of California and is on appeal before the United States Court of Appeals for the Ninth Circuit. The other three remaining suits that were previously consolidated on September 7, 2010 have been dismissed by the United States District Court for the Southern District of New York and have been appealed by the plaintiffs. As of December 31, 2015 and March 31, 2015 , the aggregate alleged damages sought in these four remaining suits was approximately $291.7 million (which is sought to be trebled pursuant to RICO) plus punitive damages, costs, and fees. Although the outcome of any of these cases is inherently uncertain and may be materially adverse, based on current information, management does not expect them to have a material adverse effect on our financial condition and results of operations. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of the income used to compute basic and diluted EPS | A reconciliation of the income used to compute basic and diluted EPS for the periods presented are as follows: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Earnings for basic computations (1) $ 106,548 $ 52,010 $ 225,430 $ 186,275 Weighted-average Class A Common Stock outstanding 147,428,588 146,664,977 146,291,184 144,482,223 Weighted-average Class B Non-Voting Common Stock outstanding — — — 293,071 Weighted-average Class C Restricted Common Stock outstanding — — — 504,112 Total weighted-average common shares outstanding for basic computations 147,428,588 146,664,977 146,291,184 145,279,406 Earnings for diluted computations (1) $ 106,568 $ 52,025 $ 225,481 $ 186,275 Dilutive stock options and restricted stock 2,472,337 4,014,108 3,210,274 4,960,430 Average number of common shares outstanding for diluted computations 149,900,925 150,679,085 149,501,458 150,239,836 Earnings per common share Basic $ 0.72 $ 0.35 $ 1.54 $ 1.28 Diluted $ 0.71 $ 0.35 $ 1.51 $ 1.24 (1) During the three months ended December 31, 2015 and 2014 , approximately 2.1 million and 2.2 million participating securities were paid dividends totaling $0.3 million and $0.3 million , respectively. During the nine months ended December 31, 2015 and 2014 , approximately 2.1 million and 2.2 million participating securities were paid dividends totaling $0.7 million and $2.9 million , respectively. For the three and nine months ended December 31, 2015 there were undistributed earnings of $1.3 million and $2.4 million respectively, allocated to the participating class of securities in basic earnings per share, and $1.2 million and $2.3 million , respectively, to diluted earnings per share. For the three months ended December 31, 2014 there were undistributed earnings of $0.6 million allocated to the participating class of securities in basic earnings per share, and $0.5 million to diluted earnings per share. The allocated undistributed earnings and the dividends paid comprise the difference between net income presented on the condensed consolidated statements of operations and earnings for basic and diluted computations for the three and nine months ended December 31, 2015, and the three months ended December 31, 2014, while only the dividends paid comprise the difference in net income for the nine months ended December 31, 2014, as there were no undistributed earnings. |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Accounts receivable, net | Accounts receivable, net consisted of the following: December 31, March 31, Current Accounts receivable–billed $ 352,172 $ 318,464 Accounts receivable–unbilled 493,163 539,203 Allowance for doubtful accounts (160 ) (357 ) Accounts receivable, net 845,175 857,310 Long-term Unbilled receivables 41,484 18,496 Total accounts receivable, net $ 886,659 $ 875,806 |
Accounts Payable and Other Ac27
Accounts Payable and Other Accrued Expenses (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and other accrued expenses consisted of the following: December 31, March 31, Vendor payables $ 188,191 $ 215,995 Accrued expenses 244,808 265,820 Total accounts payable and other accrued expenses $ 432,999 $ 481,815 |
Accrued Compensation and Bene28
Accrued Compensation and Benefits (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Compensation Related Costs [Abstract] | |
Accrued compensation and benefits | Accrued compensation and benefits consisted of the following: December 31, March 31, Bonus $ 56,330 $ 82,237 Retirement 62,136 29,285 Vacation 97,826 115,657 Stock-based compensation liability (Note 15) 2,278 31,732 Other 24,279 20,328 Total accrued compensation and benefits $ 242,849 $ 279,239 |
Deferred Payment Obligation (Ta
Deferred Payment Obligation (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Deferred Payment Obligation [Table Text Block] | A reconciliation of the principal balance of the DPO to the amount recorded in the condensed consolidated balance sheets for the periods presented are as follows: December 31, 2015 March 31, 2015 Deferred payment obligation $ 80,000 $ 80,000 Indemnified pre-acquisition uncertain tax positions (21,407 ) (20,586 ) Release of indemnified pre-acquisition uncertain tax positions 21,407 — Accrued interest 3,326 1,304 Amount recorded in the consolidated balance sheets $ 83,326 $ 60,718 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt consisted of the following: December 31, 2015 March 31, 2015 Interest Rate Outstanding Balance Interest Rate Outstanding Balance Term Loan A 2.82 % $ 755,145 2.68 % $ 796,024 Term Loan B 3.75 % 832,056 3.75 % 830,311 Total 1,587,201 1,626,335 Less: Current portion of long-term debt (72,625 ) (57,063 ) Long-term debt, net of current portion $ 1,514,576 $ 1,569,272 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other long-term liabilities consisted of the following: December 31, March 31, Income tax reserve $ 8,011 $ 58,444 Deferred rent 63,989 34,732 Deferred payment obligation 80,000 59,414 Postretirement benefit obligations 117,379 111,624 Other (1) 8,319 8,515 Total other long-term liabilities $ 277,698 $ 272,729 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of net postretirement medical expense | The components of net postretirement medical expense for the Officer Medical Plan were as follows: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Service cost $ 1,426 $ 1,022 $ 4,277 $ 3,064 Interest cost 1,126 892 3,379 2,676 Net actuarial loss 884 145 2,652 436 Total postretirement medical expense $ 3,436 $ 2,059 $ 10,308 $ 6,176 |
Accumulated Other Comprehensi33
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive loss | The following table represents a rollforward of amounts recognized in accumulated other comprehensive loss, net of tax: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Beginning of period $ (21,111 ) $ (6,465 ) $ (22,159 ) $ (6,636 ) Amounts reclassified from accumulated other comprehensive loss 534 86 1,582 257 Net current-period other comprehensive loss 534 86 1,582 257 End of period $ (20,577 ) $ (6,379 ) $ (20,577 ) $ (6,379 ) |
Reclassification out of accumulated other comprehensive loss to net income | The following table presents the reclassifications out of accumulated other comprehensive loss to net income: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Amortization of net actuarial loss included in net periodic benefit cost (See Note 12) Total before tax $ 884 $ 144 $ 2,652 $ 432 Tax benefit (350 ) (58 ) (1,070 ) (175 ) Net of tax $ 534 $ 86 $ 1,582 $ 257 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Common stock shares activity | The common stock shares activity consisted of the following: Class A Common Stock Class B Non-Voting Common Stock Class C Restricted Common Stock Class E Special Voting Common Stock Treasury Stock Balance at March 31, 2014 143,962,073 582,080 935,871 4,424,814 609,625 Issuance of common stock 1,365,008 — — — — Stock options exercised 3,392,643 — — (2,573,225) — Share exchange (1) 1,517,951 (582,080) (935,871) — — Repurchase of common stock (2) — — — — 2,389,768 Balance at March 31, 2015 150,237,675 — — 1,851,589 2,999,393 Issuance of common stock 365,986 — — — — Stock options exercised (3) 2,533,760 — — (1,851,589 ) — Repurchase of common stock (4) — — — — 1,360,563 Balance at December 31, 2015 153,137,421 — — — 4,359,956 (1) At the annual meeting of stockholders held on July 31, 2014, the stockholders approved a proposal to amend and restate the certificate of incorporation, which had the effect of converting all issued and outstanding shares of Class B Non-Voting Common Stock and Class C Restricted Common Stock into shares of Class A Common Stock on a one-for-one basis. The conversion was effected on August 13, 2014 when the Company filed its third amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. As a result of the conversion, there were no shares of Class B Non-Voting Common Stock and Class C Restricted Common Stock outstanding at such time. (2) On November 5, 2014, the Company entered into an agreement with an affiliate of The Carlyle Group to repurchase 1.0 million shares of the Company's Class A Common Stock. The shares were repurchased at a price of $25.10 per share in a private non-underwritten transaction. On February 2, 2015, the Company entered into a similar agreement with an affiliate of the Carlyle Group to repurchase an additional 1.0 million shares of our Class A common stock pursuant to the repurchase program. The shares were repurchased from the Underwriter at a price of $28.36 per share. The repurchase of common stock above also reflects shares repurchased on June 30, 2014 to cover the minimum statutory withholding taxes on restricted stock awards that vested on June 30, 2014, shares repurchased on September 12, 2014 to cover the minimum statutory withholding taxes on rollover stock options exercised on September 12, 2014 and shares repurchased on multiple dates to cover the minimum statutory withholding taxes on accelerated restricted stock vesting for departing officers. (3) On September 30, 2015, the Company purchased, at par value, all issued and outstanding shares of Class E special voting common stock in connection with the exercise of the final tranche of rollover options during the second quarter of fiscal 2016. (4) During the first quarter of fiscal 2016 , the Company purchased 1.2 million shares of the Company’s Class A Common Stock in a series of open market transactions for $30.5 million . Additionally, the Company repurchased shares on June 30, 2015 to cover the minimum statutory withholding taxes on restricted stock awards and restricted stock units that vested on June 30, 2015, and repurchased shares to cover the minimum statutory withholding taxes on accelerated restricted stock vesting for departing officers. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based compensation expense recognized in the condensed consolidated statements of operations | The following table summarizes stock-based compensation expense recognized in the condensed consolidated statements of operations: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Cost of revenue $ 954 $ 2,303 $ 3,237 $ 6,601 General and administrative expenses 5,334 4,764 14,572 13,353 Total $ 6,288 $ 7,067 $ 17,809 $ 19,954 The following table summarizes the total stock-based compensation expense recognized in the condensed consolidated statements of operations by the following types of equity awards: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Equity Incentive Plan Options $ 792 $ 1,241 $ 2,035 $ 4,022 Class A Restricted Common Stock 5,496 5,826 15,774 15,932 Total $ 6,288 $ 7,067 $ 17,809 $ 19,954 |
Schedule of unrecognized compensation cost | Absent the effect of accelerating stock compensation cost for any departures of employees who may continue to vest in their equity awards, the following table summarizes the unrecognized compensation cost and the weighted average period the cost is expected to be amortized. December 31, 2015 Unrecognized Compensation Cost Weighted Average Remaining Period to be Recognized (in years) Equity Incentive Plan Options $ 4,300 3.41 Class A Restricted Common Stock 20,951 2.20 Total $ 25,251 |
Recorded stock-based compensation liabilities | As of December 31, 2015 and March 31, 2015 , the Company calculated a total recorded and unrecorded stock-based compensation liability of $3.9 million and $35.8 million , respectively, related to the special dividends paid in July and December 2009, June and August 2012, November 2013 and February and August 2014, as follows: December 31, 2015 March 31, 2015 EIP Options Rollover Options Total EIP Options Rollover Options Total Current liability (1) $ 2,278 $ — $ 2,278 $ 3,697 $ 28,035 $ 31,732 (1) Included in accrued compensation and benefits (Note 6). |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | Recurring Fair Value Measurements Level 1 Level 2 Level 3 Total Cash and cash equivalents: Cash and cash equivalents $ 32,329 $ — $ — $ 32,329 Money market funds (1) — 134,775 — 134,775 Total cash and cash equivalents $ 32,329 $ 134,775 $ — $ 167,104 Liabilities: Contingent earnout liability (2) — — 4,500 4,500 Total liabilities $ — $ — $ 4,500 $ 4,500 The following table set forth by levels represents the Company's fair value measurements as of March 31, 2015 . Recurring Fair Value Measurements Level 1 Level 2 Level 3 Total Cash and cash equivalents: Cash and cash equivalents $ 48,942 $ — $ — $ 48,942 Money market funds (1) — 158,275 — 158,275 Total cash and cash equivalents $ 48,942 $ 158,275 $ — $ 207,217 Liabilities: Contingent earnout liability (2) — — 4,500 4,500 Total liabilities $ — $ — $ 4,500 $ 4,500 (1) Level two cash and cash equivalents are invested in money market funds that are intended to maintain a stable net asset value of $1.00 per share by investing in liquid, high quality U.S. dollar-denominated money market instruments. Depending on our short-term liquidity needs, we make regular transfers between money market funds and other cash equivalents. (2) On October 9, 2014, the Company entered into a contingent consideration arrangement in connection with a business acquisition. Under the arrangement, the Company agreed to pay up to a maximum of $9 million in cash to the seller if certain financial performance thresholds are achieved in calendar years 2016 and 2017. The fair value of the contingent consideration liability as of March 31, 2015 and December 31, 2015 was $4.5 million and is a Level 3 fair value measurement recorded within other long-term liabilities. It was valued using a Monte Carlo simulation and the key input besides projected cash flows was volatility, estimated as 30% based on the asset volatility of comparable publicly-traded companies. An increase (decrease) in volatility in isolation would result in a lower (higher) fair value measurement. Since the initial recording of this liability as a part of the purchase accounting, there have been no subsequent changes in fair value recorded to-date. Any future changes in the fair value of this contingent consideration liability will be recognized in earnings during the applicable period. |
Summary of Changes in Fair Value of Contingent Earnout Liability, Categorized as Level 3 | The following table presents a summary of changes in the fair value of the Company's contingent earnout liability categorized as Level 3 for the fiscal year ended December 31, 2015 : Contingent Earnout Liability Balance at March 31, 2015 $ 4,500 Issuances — Balance at December 31, 2015 $ 4,500 |
Business Overview (Details)
Business Overview (Details) | 9 Months Ended |
Dec. 31, 2015employeessegments | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | segments | 1 |
Number of employees | employees | 22,600 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Earnings for basic computations | $ 106,548,000 | $ 52,010,000 | $ 225,430,000 | $ 186,275,000 |
Weighted-average common shares outstanding for basic computations | 147,428,588 | 146,664,977 | 146,291,184 | 145,279,406 |
Earnings for diluted computations | $ 106,568,000 | $ 52,025,000 | $ 225,481,000 | $ 186,275,000 |
Dilutive stock options and restricted stock | 2,472,337 | 4,014,108 | 3,210,274 | 4,960,430 |
Average number of common shares outstanding for diluted computations | 149,900,925 | 150,679,085 | 149,501,458 | 150,239,836 |
Earnings per common share, Basic | $ 0.72 | $ 0.35 | $ 1.54 | $ 1.28 |
Earnings per common share, Diluted | $ 0.71 | $ 0.35 | $ 1.51 | $ 1.24 |
Unvested shares, cash dividends paid | $ 57,678,000 | $ 195,924,000 | ||
Restricted stock | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Unvested shares participating in the payment of the Company's dividends declared | 2,100,000 | 2,200,000 | 2,100,000 | 2,200,000 |
Unvested shares, cash dividends paid | $ 300,000 | $ 300,000 | $ 700,000 | $ 2,900,000 |
Undistributed earnings allocated to participating securities, basic | 1,300,000 | 600,000 | 2,400,000 | 0 |
Undistributed earnings allocated to participating securities, diluted | $ 1,200,000 | $ 500,000 | $ 2,300,000 | $ 0 |
Stock options | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive options excluded from the computation of EPS | 500,000 | 100,000 | 600,000 | 300,000 |
Common stock, Class A | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Weighted-average common shares outstanding for basic computations | 147,428,588 | 146,664,977 | 146,291,184 | 144,482,223 |
Non-voting common stock, Class B | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Weighted-average common shares outstanding for basic computations | 0 | 0 | 0 | 293,071 |
Restricted common stock, Class C | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Weighted-average common shares outstanding for basic computations | 0 | 0 | 0 | 504,112 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | Oct. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,361,550 | $ 1,304,231 | ||
Pre-acquisition uncertain tax positions | 50,900 | |||
Release of indemnified pre-acquisition uncertain tax positions | $ 21,407 | $ 0 | ||
The software services unit of SPARC, LLC | ||||
Business Acquisition [Line Items] | ||||
Preliminary purchase price per agreement | $ 53,000 | |||
Goodwill | 35,100 | |||
Capital lease obligations assumed | $ 6,800 |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Accounts receivable-billed | $ 352,172 | $ 352,172 | $ 318,464 | ||
Allowance for doubtful accounts | (160) | (160) | (357) | ||
Accounts receivable, net, current | 845,175 | 845,175 | 857,310 | ||
Total accounts receivable, net | 886,659 | 886,659 | 875,806 | ||
Provision for doubtful accounts | 1,100 | $ (10) | 300 | $ (1,000) | |
Accounts Receivable | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Accounts receivable-unbilled | 493,163 | 493,163 | 539,203 | ||
Other Noncurrent Assets | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Accounts receivable-unbilled | $ 41,484 | $ 41,484 | $ 18,496 |
Accounts Payable and Other Ac41
Accounts Payable and Other Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Payables and Accruals [Abstract] | ||
Vendor payables | $ 188,191 | $ 215,995 |
Accrued expenses | 244,808 | 265,820 |
Total accounts payable and other accrued expenses | $ 432,999 | $ 481,815 |
Accrued Compensation and Bene42
Accrued Compensation and Benefits (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Compensation Related Costs [Abstract] | ||
Bonus | $ 56,330 | $ 82,237 |
Retirement | 62,136 | 29,285 |
Vacation | 97,826 | 115,657 |
Stock-based compensation liability | 2,278 | 31,732 |
Other | 24,279 | 20,328 |
Total accrued compensation and benefits | $ 242,849 | $ 279,239 |
Deferred Payment Obligation (De
Deferred Payment Obligation (Details) - USD ($) $ in Thousands | Dec. 11, 2009 | Jul. 31, 2008 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | Mar. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||||||
Deferred Payment Obligation, original amount | $ 158,000 | |||||
Deferred Payment Obligation Term | 8 years 6 months | |||||
Deferred Payment Obligation, Payment, Persuant of the Merger Agreement | $ 78,000 | |||||
Deferred Payment Obligation, Payment | 100,400 | |||||
Deferred Payment Obligation, Interest Payment | $ 22,400 | |||||
Deferred Payment Obligation | $ 80,000 | $ 80,000 | ||||
Pre-acquisition uncertain tax positions | 50,900 | |||||
Pre-acquisition Uncertain Tax Positions that May Be Indemnified Under the Remaining Available Deferred Payment Obligation | 0 | $ (21,407) | (20,586) | |||
Release of indemnified pre-acquisition uncertain tax positions | 21,407 | $ 0 | ||||
Accrued Interest on Deferred Payment Obligation | 3,326 | 1,304 | ||||
Liabilities of Business Transferred under Contractual Arrangement, Current and Noncurrent | $ 83,326 | $ 60,718 |
Debt (Details)
Debt (Details) - USD ($) | Dec. 04, 2015 | Nov. 30, 2015 | Nov. 25, 2015 | Nov. 04, 2015 | Oct. 29, 2015 | May. 07, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 |
Long-term Debt, Current and Noncurrent [Abstract] | |||||||||
Long-term debt | $ 1,587,201,000 | $ 1,626,335,000 | |||||||
Less: Current portion of long-term debt | (72,625,000) | (57,063,000) | |||||||
Long-term debt, net of current portion | 1,514,576,000 | 1,569,272,000 | |||||||
Repayment of debt | (189,500,000) | $ (219,188,000) | |||||||
Long-term debt, unamortized discount | $ 11,400,000 | $ 13,700,000 | |||||||
Secured Debt | Term Loan A | |||||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||||
Interest rate | 2.82% | 2.68% | |||||||
Long-term debt | $ 755,145,000 | $ 796,024,000 | |||||||
Term loan, face amount | $ 830,000,000 | ||||||||
Quarterly periodic payment percentage, principal | 1.25% | ||||||||
Quarterly principal periodic payment percentage, year two | 1.875% | ||||||||
Quarterly principal periodic payment percentage, year three | 2.50% | ||||||||
Quarterly principal periodic payment percentage, year four | 3.125% | ||||||||
Quarterly principal periodic payment percentage, year five | 13.00% | ||||||||
Secured Debt | Term Loan A | Minimum | |||||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||||
Long-term debt, basis spread on variable rate | 2.00% | ||||||||
Secured Debt | Term Loan A | Maximum | |||||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||||
Long-term debt, basis spread on variable rate | 2.75% | ||||||||
Secured Debt | Term Loan A | London Interbank Offered Rate (LIBOR) | |||||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||||
Long-term debt, basis spread on variable rate | 2.50% | ||||||||
Secured Debt | Term Loan B | |||||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||||
Interest rate | 3.75% | 3.75% | |||||||
Long-term debt | $ 832,056,000 | $ 830,311,000 | |||||||
Term loan, face amount | 841,200,000 | ||||||||
Repayment of debt | $ (168,400,000) | ||||||||
Secured Debt | Term Loan B | Minimum | |||||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||||
Long-term debt, basis spread on variable rate | 0.75% | ||||||||
Secured Debt | Term Loan B | London Interbank Offered Rate (LIBOR) | |||||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||||
Long-term debt, basis spread on variable rate | 3.00% | ||||||||
Secured Debt | Term Loan B | London Interbank Offered Rate (LIBOR) | Maximum | |||||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||||
Long-term debt, basis spread on variable rate | 3.00% | ||||||||
Secured Debt | Term Loan B | Alternative Base Rate (ABR) | Minimum | |||||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||||
Long-term debt, basis spread on variable rate | 2.00% | ||||||||
Revolving Credit Facility | |||||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||||
Revolving credit facility, maximum borrowing capacity | 500,000,000 | ||||||||
Proceeds from Lines of Credit | $ 30,000,000 | $ 93,000,000 | |||||||
Repayments of Lines of Credit | $ (30,000,000) | $ (53,000,000) | $ (40,000,000) | ||||||
Revolving credit facility, amount outstanding | 0 | $ 0 | |||||||
Letter of Credit | |||||||||
Long-term Debt, Current and Noncurrent [Abstract] | |||||||||
Revolving credit facility, maximum borrowing capacity | $ 100,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | (22.90%) | 39.00% | 20.50% | 39.10% |
Pre-acquisition uncertain tax positions | $ 50.9 | $ 50.9 | ||
Income tax reserve, accrued penalties and interest | $ 3.2 | $ 3.2 | ||
Statutory rate | 35.00% | 35.00% |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Income tax reserve | $ 8,011 | $ 58,444 |
Deferred rent | 63,989 | 34,732 |
Deferred payment obligation | 80,000 | 59,414 |
Postretirement benefit obligations | 117,379 | 111,624 |
Other | 8,319 | 8,515 |
Total other long-term liabilities | 277,698 | $ 272,729 |
Contingent earnout liability | $ 4,500 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |||||
Employer Matching Contribution, Percent of Match | 6.00% | ||||
Employees’ Capital Accumulation Plan, Total expense recognized | $ 27,000 | $ 26,200 | $ 81,400 | $ 81,400 | |
Employees’ Capital Accumulation Plan, Company-paid contributions | 14,600 | 14,900 | 46,600 | 53,100 | |
Officer Medical Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 1,426 | 1,022 | 4,277 | 3,064 | |
Interest cost | 1,126 | 892 | 3,379 | 2,676 | |
Net actuarial loss | 884 | 145 | 2,652 | 436 | |
Total benefit cost | 3,436 | $ 2,059 | 10,308 | $ 6,176 | |
Defined benefit plan, unfunded status of plan | $ 112,700 | $ 112,700 | $ 107,300 |
Accumulated Other Comprehensi48
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||||
Beginning of period | $ (21,111) | $ (6,465) | $ (22,159) | $ (6,636) |
Amounts reclassified from accumulated other comprehensive loss | 534 | 86 | 1,582 | 257 |
Net current-period other comprehensive loss | 534 | 86 | 1,582 | 257 |
End of period | $ (20,577) | $ (6,379) | $ (20,577) | $ (6,379) |
Accumulated Other Comprehensi49
Accumulated Other Comprehensive Loss (Reclassifications out of Accumulated Other Comprehensive Loss to Net Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ||||
Tax benefit | $ (20,146) | $ 33,809 | $ 58,871 | $ 121,432 |
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Defined Benefit Plans Adjustment | ||||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total before tax | 884 | 144 | 2,652 | 432 |
Tax benefit | (350) | (58) | (1,070) | (175) |
Net of tax | $ 534 | $ 86 | $ 1,582 | $ 257 |
Stockholders' Equity (Common St
Stockholders' Equity (Common Stock Shares Activity) (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 08, 2015 | Feb. 02, 2015 | Nov. 05, 2014 | Dec. 31, 2015 | Mar. 31, 2015 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Treasury stock, shares, beginning of period | 2,999,393 | 609,625 | |||
Repurchase of common stock | 1,200,000 | 1,000,000 | 1,000,000 | 1,360,563 | 2,389,768 |
Treasury stock, shares, end of period | 4,359,956 | 2,999,393 | |||
Repurchase of common stock, price per share | $ 28.36 | $ 25.10 | |||
Repurchase of common stock, value, cost method | $ 30.5 | ||||
Common stock, Class A | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock, shares issued, beginning of period | 150,237,675 | 143,962,073 | |||
Issuance of common stock | 365,986 | 1,365,008 | |||
Stock options exercised | 2,533,760 | 3,392,643 | |||
Share exchange | 1,517,951 | ||||
Common stock, shares issued, end of period | 153,137,421 | 150,237,675 | |||
Non-voting common stock, Class B | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock, shares issued, beginning of period | 0 | 582,080 | |||
Share exchange | (582,080) | ||||
Common stock, shares issued, end of period | 0 | 0 | |||
Restricted common stock, Class C | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock, shares issued, beginning of period | 0 | 935,871 | |||
Share exchange | (935,871) | ||||
Common stock, shares issued, end of period | 0 | 0 | |||
Special voting common stock, Class E | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock, shares issued, beginning of period | 1,851,589 | 4,424,814 | |||
Stock options exercised | (1,851,589) | (2,573,225) | |||
Common stock, shares issued, end of period | 0 | 1,851,589 |
Stockholders' Equity (Employee
Stockholders' Equity (Employee Stock Purchase Plan) (Details) - shares | 3 Months Ended | 62 Months Ended |
Dec. 31, 2015 | Dec. 31, 2015 | |
Employee Stock Purchase Plan | Common stock, Class A | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares purchased by employees under the employee stock purchase plan | 51,157 | 1,677,359 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock-based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 6,288 | $ 7,067 | $ 17,809 | $ 19,954 |
Stock options | EIP | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 792 | 1,241 | 2,035 | 4,022 |
Restricted stock | Annual Incentive Plan | Common stock, Class A | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 5,496 | 5,826 | 15,774 | 15,932 |
Cost of revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 954 | 2,303 | 3,237 | 6,601 |
General and administrative expenses | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 5,334 | $ 4,764 | $ 14,572 | $ 13,353 |
Stock-Based Compensation (Unrec
Stock-Based Compensation (Unrecognized Compensation) (Details) $ in Thousands | 9 Months Ended |
Dec. 31, 2015USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost related to unvested stock-based compensation agreements | $ 25,251 |
Unrecognized compensation cost, amortization period | 4 years 3 months |
EIP | Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost related to unvested stock-based compensation agreements | $ 4,300 |
Unrecognized compensation cost, amortization period | 3 years 4 months 27 days |
Annual Incentive Plan | Restricted stock | Common stock, Class A | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost related to unvested stock-based compensation agreements | $ 20,951 |
Unrecognized compensation cost, amortization period | 2 years 2 months 12 days |
Stock-Based Compensation (Sto54
Stock-Based Compensation (Stock Plans) (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 15, 2015 | Oct. 28, 2015 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share Price | $ 29.50 | $ 30.30 | |
Stock options | EIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options outstanding | 5,953,555 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number | 1,733,945 | ||
Common stock, Class A | Restricted stock | Annual Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 2,808 | ||
Share-Based Compensation Arrangement By Share-based Payment Award, Equity Instruments Other Than Options, Grants In Period, Fair Value | $ 0.1 | ||
Common stock, Class A | Restricted Stock Units (RSUs) | Annual Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 35,590 | 5,775 | |
Share-Based Compensation Arrangement By Share-based Payment Award, Equity Instruments Other Than Options, Grants In Period, Fair Value | $ 1 | $ 0.2 |
Stock-Based Compensation (Recor
Stock-Based Compensation (Recorded and Unrecorded Stock-based Compensation Liability) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation liability, current | $ 2,278 | $ 2,278 | $ 31,732 | ||
Unrecognized compensation cost, amortization period | 4 years 3 months | ||||
Special Cash Dividend | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Recorded and unrecorded stock-based compensation liability, current and noncurrent | 3,900 | $ 3,900 | 35,800 | ||
Stock options | EIP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost, amortization period | 3 years 4 months 27 days | ||||
Stock options | Special Cash Dividend | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation liability, current | 2,278 | $ 2,278 | 31,732 | ||
Stock options | Special Cash Dividend | EIP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation arrangement, plan modification, incremental compensation cost recognized in period | 100 | $ 100 | 200 | $ 900 | |
Share-based compensation arrangement, plan modification, incremental compensation cost, deferred | 200 | $ 200 | |||
Share-based compensation arrangement, plan modification, incremental compensation cost, deferred, recognition period | 1 year 6 months | ||||
Stock-based compensation liability, current | 2,278 | $ 2,278 | 3,697 | ||
Unrecorded stock-based compensation liability, current and noncurrent | 1,600 | $ 1,600 | 4,100 | ||
Unrecognized compensation cost, amortization period | 3 years 3 months | ||||
Stock options | Special Cash Dividend | Rollover Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation liability, current | $ 0 | $ 0 | $ 28,035 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2015 | Mar. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 9,000 | |
Fair Value Assumptions, Expected Volatility Rate | 30.00% | |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | $ 167,104 | $ 207,217 |
Total liabilities | 4,500 | 4,500 |
Fair Value, Measurements, Recurring | Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Noncurrent | 4,500 | 4,500 |
Fair Value, Measurements, Recurring | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 32,329 | 48,942 |
Fair Value, Measurements, Recurring | Money market fund | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 134,775 | 158,275 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 32,329 | 48,942 |
Total liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 32,329 | 48,942 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 134,775 | 158,275 |
Total liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Money market fund | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 134,775 | 158,275 |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | 0 |
Total liabilities | 4,500 | 4,500 |
Fair Value, Measurements, Recurring | Level 3 | Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 4,500 | $ 4,500 |
Fair Value Measurements (Level
Fair Value Measurements (Level 3 Rollforward) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2015 | Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | ||
Balance at March 31, 2015 | $ 4,500 | $ 4,500 |
Issuances | 0 | |
Balance at December 31, 2015 | $ 4,500 | $ 4,500 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 31, 2008 | |
Related Party Transactions [Abstract] | |||||
Revenue associated with related parties | $ 36,000 | $ 312,000 | $ 140,000 | $ 961,000 | |
Cost associated with related parties | 29,000 | 233,000 | 110,000 | 719,000 | |
Lender syndicate, outstanding debt amount | 41,400,000 | 41,400,000 | |||
Management agreement, annual fee | $ 1,000,000 | ||||
Management agreement, advisory fees | $ 250,000 | $ 250,000 | $ 750,000 | $ 750,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2015USD ($)leases | Mar. 31, 2015USD ($) | Jul. 31, 2008leases | |
Commitments and Contingencies Disclosure [Abstract] | |||
Number of facility leases assigned to Booz & Co | leases | 9 | ||
Number of facility leases assigned to Booz & Co., outstanding | leases | 1 | ||
Maximum potential amount of undiscounted future lease payments | $ 5.5 | ||
Contracts with U.S. government agencies or other U.S. government contractors | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 97.00% | ||
Unfavorable Regulatory Action | |||
Loss Contingencies [Line Items] | |||
Liability for reductions and/or penalties from U.S Governement audits | $ 208 | $ 205.3 | |
Financial Standby Letter of Credit [Member] | |||
Concentration Risk [Line Items] | |||
Guarantor Obligations, Current Carrying Value | 5.5 | 5.3 | |
Guarantor Obligations, Liquidation Proceeds, Monetary Amount | 1.8 | 5.2 | |
Guarantor Obligations, Facility | 5 | ||
Guarantor Obligations, Available Amount | $ 1.3 | $ 4.9 |
Commitments and Contingencies60
Commitments and Contingencies (Litigation) (Details) $ in Millions | Apr. 16, 2015claims | Dec. 31, 2015USD ($)claims | Mar. 31, 2015USD ($) | Dec. 15, 2009claimsplaintiffs | Dec. 31, 2015claims | Sep. 24, 2014claims | Sep. 07, 2010claims | Jul. 02, 2010claims |
Former stockholder litigation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingencies, number of plaintiffs | plaintiffs | 6 | |||||||
Loss contingencies, new claims filed, number | 9 | |||||||
Loss contingencies, claims amended, number | 2 | 1 | 3 | |||||
Loss contingencies, claims dismissed, number | 3 | |||||||
Loss contingencies, claims settled, number | 1 | |||||||
Loss contingencies, pending claims, number | 4 | 4 | ||||||
Former stockholder litigation | United States Court of Appeals for the Ninth Circuit | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingencies, pending claims, number | 1 | 1 | ||||||
Former stockholder litigation | United States District Court for the Southern District of New York | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingencies, pending claims, number | 3 | 3 | ||||||
Former stockholder litigation | RICO | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingencies, damages sought, value | $ | $ 291.7 | $ 291.7 | ||||||
Government Contracts Concentration Risk [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Concentration Risk, Percentage | 97.00% |