Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2017 | Nov. 01, 2017 | |
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 | Sep. 30, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
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 | 145,812,022 | |
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 | Sep. 30, 2017 | Mar. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 330,043 | $ 217,417 |
Accounts receivable, net of allowance | 1,026,477 | 991,810 |
Prepaid expenses and other current assets | 92,757 | 85,253 |
Total current assets | 1,449,277 | 1,294,480 |
Property and equipment, net of accumulated depreciation | 151,724 | 139,167 |
Intangible assets, net of accumulated amortization | 263,880 | 271,880 |
Goodwill | 1,571,186 | 1,571,190 |
Other long-term assets | 93,568 | 96,388 |
Total assets | 3,529,635 | 3,373,105 |
Current liabilities: | ||
Current portion of long-term debt | 63,150 | 193,150 |
Accounts payable and other accrued expenses | 530,341 | 504,117 |
Accrued compensation and benefits | 253,305 | 263,816 |
Other current liabilities | 122,711 | 140,318 |
Total current liabilities | 969,507 | 1,101,401 |
Long-term debt, net of current portion | 1,783,897 | 1,470,174 |
Other long-term liabilities | 239,948 | 227,939 |
Total liabilities | 2,993,352 | 2,799,514 |
Commitments and contingencies (Note 18) | ||
Stockholders’ equity: | ||
Treasury stock, at cost — 11,633,345 shares at September 30, 2017 and 7,013,777 shares at March 31, 2017 | (350,491) | (191,900) |
Additional paid-in capital | 324,500 | 302,907 |
Retained earnings | 577,689 | 478,102 |
Accumulated other comprehensive loss | (16,987) | (17,077) |
Total stockholders’ equity | 536,283 | 573,591 |
Total liabilities and stockholders’ equity | 3,529,635 | 3,373,105 |
Common stock, Class A | ||
Stockholders’ equity: | ||
Common stock | $ 1,572 | $ 1,559 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Mar. 31, 2017 |
Treasury stock, shares | 11,633,345 | 7,013,777 |
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 | 157,224,367 | 155,901,485 |
Common stock, shares outstanding | 145,591,022 | 148,887,708 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,542,085 | $ 1,394,853 | $ 3,035,655 | $ 2,817,575 |
Operating costs and expenses: | ||||
Cost of revenue | 700,909 | 658,068 | 1,399,447 | 1,315,022 |
Billable expenses | 483,556 | 409,991 | 935,220 | 842,256 |
General and administrative expenses | 215,088 | 194,456 | 403,543 | 384,157 |
Depreciation and amortization | 16,046 | 14,677 | 31,495 | 29,178 |
Total operating costs and expenses | 1,415,599 | 1,277,192 | 2,769,705 | 2,570,613 |
Operating income | 126,486 | 117,661 | 265,950 | 246,962 |
Interest expense | (20,958) | (14,753) | (39,705) | (32,581) |
Other income (expense), net | 563 | (5,161) | 1,324 | (3,270) |
Income before income taxes | 106,091 | 97,747 | 227,569 | 211,111 |
Income tax expense | 35,178 | 34,917 | 77,116 | 80,464 |
Net income | $ 70,913 | $ 62,830 | $ 150,453 | $ 130,647 |
Earnings per common share (Note 3): | ||||
Basic (in dollars per share) | $ 0.48 | $ 0.42 | $ 1.01 | $ 0.88 |
Diluted (in dollars per share) | 0.47 | 0.41 | 1 | 0.86 |
Dividends declared per share | $ 0.17 | $ 0.15 | $ 0.34 | $ 0.30 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 70,913 | $ 62,830 | $ 150,453 | $ 130,647 |
Unrealized loss on derivatives designated as cash flow hedges | (124) | 0 | (634) | 0 |
Change in postretirement plan costs | 361 | 457 | 724 | 914 |
Total other comprehensive (loss) income, net of tax | 237 | 457 | 90 | 914 |
Comprehensive income | $ 71,150 | $ 63,287 | $ 150,543 | $ 131,561 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net income | $ 150,453 | $ 130,647 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 31,495 | 29,178 |
Stock-based compensation expense | 11,595 | 10,581 |
Excess tax benefits from stock-based compensation | (9,289) | (8,315) |
Amortization of debt issuance costs and loss on extinguishment | 2,633 | 12,271 |
Losses on dispositions | 723 | 36 |
Changes in assets and liabilities: | ||
Accounts receivable | (34,667) | 19,634 |
Prepaid expenses and other current assets | 3,300 | 26,665 |
Other long-term assets | 2,561 | (9,467) |
Accrued compensation and benefits | (9,903) | (4,167) |
Accounts payable and other accrued expenses | 19,298 | (14,902) |
Accrued interest | 7,154 | (1,095) |
Other current liabilities | (9,491) | 15,257 |
Other long-term liabilities | 12,200 | 10,760 |
Net cash provided by operating activities | 178,062 | 217,083 |
Cash flows from investing activities | ||
Purchases of property and equipment | (36,989) | (15,143) |
Cash paid for business acquisitions, net of cash acquired | (204) | (851) |
Insurance proceeds received for damage to equipment | 0 | 650 |
Net cash used in investing activities | (37,193) | (15,344) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 4,028 | 3,092 |
Stock option exercises | 6,267 | 6,825 |
Excess tax benefits from stock-based compensation | 0 | 8,315 |
Repurchases of common stock | (168,498) | (6,854) |
Cash dividends paid | 50,866 | 44,789 |
Dividend equivalents paid to option holders | (890) | (2,157) |
Repayment of debt | (191,575) | (676,750) |
Proceeds from debt issuance | 373,291 | 630,273 |
Net cash provided by (used in) financing activities | (28,243) | (82,045) |
Net increase in cash and cash equivalents | 112,626 | 119,694 |
Cash and cash equivalents-beginning of period | 217,417 | 187,529 |
Cash and cash equivalents-end of period | 330,043 | 307,223 |
Cash paid during the period for: | ||
Interest | 25,802 | 26,127 |
Income taxes | $ 82,035 | $ 36,609 |
Business Overview
Business Overview | 6 Months Ended |
Sep. 30, 2017 | |
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, the Company or we, us, and our, was incorporated in Delaware in May 2008. The Company provides management and technology consulting, engineering, analytics, digital solutions, mission operations, and cyber expertise to U.S. and international governments, major corporations, and not-for-profit organizations. The Company reports operating results and financial data in one reportable segment. The Company is headquartered in McLean, Virginia, with approximately 24,200 employees as of September 30, 2017 . |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission, or SEC, and should be read in conjunction with the information contained in the Company's Annual Report on Form 10-K for the year ended March 31, 2017. The interim period unaudited condensed consolidated financial statements are presented as described below. Certain information and disclosures normally required for annual financial statements have been condensed or omitted pursuant to GAAP and SEC rules and regulations. In the opinion of management, all adjustments considered necessary for fair presentation of the results of the interim period presented have been included. 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 results of operations for the six months ended September 30, 2017 are not necessarily indicative of results to be expected for the full fiscal year. The condensed consolidated financial statements and notes of the Company include its subsidiaries, and the joint ventures and partnerships over which the Company has a controlling financial interest. The Company uses the equity method to account for investments in entities that it does not control if it is otherwise able to exert significant influence over the entities' operating and financial policies. The preparation of financial statements in conformity with 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 and costs to complete fixed-price contracts, bonus and other incentive compensation, stock-based compensation, reserves for tax benefits and valuation allowances on deferred tax assets, provisions for income taxes, postretirement obligations, certain deferred costs, collectability of receivables, and loss accruals for litigation. Actual results experienced by the Company may differ materially from management's estimates. Recent Accounting Pronouncements In August 2017, the Financial Accounting Standards Board, or the FASB, issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities. This guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires, for qualifying hedges, the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. Additionally, the guidance also expands an entity's ability to apply hedge accounting for nonfinancial and financial risk components, simplifies the hedge documentation and hedge effectiveness assessment requirements, and modifies certain disclosure requirements. ASU 2017-12 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements. In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which will change the presentation of net periodic benefit cost components on the condensed consolidated statement of operations. Under this guidance, the service cost component of net periodic benefit cost will continue to be presented in the same line items as other employee compensation costs, while the remaining components of net periodic benefit costs are to be presented outside operating income. ASU 2017-07 is effective for annual reporting periods beginning after December 15, 2017 and is to be applied retrospectively, with early adoption permitted. The Company is assessing the effect that the adoption of this guidance will have on its condensed consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update, or ASU, 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for share-based payment award transactions related to accounting for income taxes, forfeitures, statutory tax withholding requirements, classification of awards as either equity or liabilities, and classification of employee taxes paid on the statements of cash flows when an employer withholds shares for tax-withholding purposes. The Company adopted ASU 2016-09 in the first quarter of fiscal 2018. Certain of the simplification provisions were not applicable to the Company. The Company will continue its existing practice of estimating the number of forfeitures that are expected to occur rather than account for forfeitures when they occur as permitted under the new guidance. The primary impacts of adopting ASU 2016-09 were those related to excess tax benefits and tax deficiencies. The new guidance requires that such amounts be recognized as income tax expense or benefit in the statement of operations, which could result in fluctuations in the Company's effective tax rate period over period depending on how many awards vest, or options are exercised, in a quarter. The guidance also requires that the cash flows associated with these transactions be presented with other income tax related cash flows in the operating activities section of the statement of cash flows. The Company recognized excess tax benefits of $2.4 million and $9.3 million during the three and six months ended September 30, 2017, respectively, as a reduction to income tax expense in the condensed consolidated statement of operations. As discussed further in Note 10, the effect of adopting ASU 2016-09 resulted in a decrease in the Company's current period effective tax rate. As permitted, the Company adopted the guidance related to the presentation of excess tax benefits in the condensed consolidated statement of cash flows on a prospective basis. Prior period amounts were not adjusted. In February 2016, the FASB issued ASU 2016-02, Leases , to increase transparency and comparability of accounting for lease transactions. The new standard requires lessees to recognize lease assets and lease liabilities on their balance sheet for all leases with a lease term of greater than 12 months. Lessor accounting is largely unchanged. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is assessing what effect the adoption of this standard may have on its condensed consolidated financial statements. In May 2014, the FASB issued Accounting Standard Codification No. 606, Revenue from Contracts with Customers (Topic 606) . Topic 606, as amended, will replace existing revenue recognition standards by outlining a single set of comprehensive principles for recognizing revenue. Amendments to Topic 606 have generally focused on promoting a more consistent interpretation and application of the principles for recognizing revenue. The new guidance will also 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, which will now be effective for the Company beginning on April 1, 2018 (i.e., beginning with the first quarter of fiscal 2019 financial statements). In August 2017, the Securities and Exchange Commission, or the SEC, issued Staff Accounting Bulletin No. 116, which conforms existing SEC staff guidance to the guidance in Topic 606, as amended. This conforming of accounting guidance is not expected to have a significant impact to our revenue recognition policies and related practices. The Company anticipates adopting the new revenue standard retrospectively to all periods presented; however, the Company's ability to adopt using the full retrospective method is dependent on system and process readiness and the completion of its analysis of information necessary to recast its prior period financial statements and provide related disclosures. While the effort to modify accounting systems and business processes to enable full retrospective adoption is not transformative, the identified modifications are complex and are still being implemented and tested to ensure they can support changes to the Company's accounting practices. Because Topic 606 will also require expanded disclosures regarding the nature, timing and uncertainty of revenue and contract balances, including how and when the Company satisfies our performance obligations and the relationship between revenue recognized and changes in contract balances during a reporting period, the Company is continuing to evaluate these disclosure requirements and is incorporating the relevant collection of data in its systems and processes. The Company anticipates finalizing its systems and process modifications during the fourth quarter of fiscal 2018. A dedicated implementation team continues to make progress toward adopting and implementing the new standard. During the second quarter of fiscal 2018, the Company made substantial progress toward its overall assessment of Topic 606. The Company's comprehensive assessment has currently identified the following key findings: • The Company continues to expect insignificant changes related to recognizing revenue and earnings over time for long-term contracts as work progresses because of the continuous transfer of control to the customer, generally using an input measure (e.g., costs incurred) to reflect progress. • The determination of the customer and contract under Topic 606 is not expected to significantly change; however, revenue previously deferred for non-federal government arrangements that commenced without a signed, written contract may be recognized under Topic 606 when such arrangements are legally enforceable under applicable laws and regulations. • The Company has determined that in its federal government contract portfolio, there are certain periods of performance option exercises that will be evaluated as separate performance obligations or new arrangements for accounting purposes due to their distinct nature. For example, these situations may arise when options to renew the period of performance are not exercised within a relatively short period after execution of the base contract are thus evaluated to be separate and unrelated purchasing decisions by the customer, or when an option exercise is the continuation of an integrated service, finished deliverable, or a single combined output. • The determination of contract transaction price associated with performance-based contracts (i.e., incentive or award-based contracts) will generally be consistent with the Company's current measurement practices for such contracts. Additionally, although the amount of revenue is not expected to change, the Company's estimates at completion for most fixed price contracts will now include unfunded components. • Contracts with significant up-front materials are expected to see an increase in the amount of revenue and costs recognized upon the date of the adoption, but the change in profitability is not expected to be significant. The Company is continuing to refine its process for quantifying the financial statement impacts associated with the full retrospective method and it anticipates disclosing those impacts and its assessment of materiality in conjunction with reporting its results for the third quarter of fiscal 2018. The Company will continue to evaluate the impact of Topic 606 and changes thereto on its accounting policies, internal controls (including the adoption of implementation-periods controls), and business processes through the date of adoption. Other accounting and reporting pronouncements issued after September 30, 2017 are not expected to have a material impact on the Company's condensed consolidated financial statements. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Sep. 30, 2017 | |
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. Unvested Class A Restricted Common Stock holders are entitled to participate in non-forfeitable dividends or other distributions. These unvested restricted shares participated in the Company's dividends declared and were paid in the first and second quarters of fiscal 2018 and 2017 . 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 Six Months Ended 2017 2016 2017 2016 Earnings for basic computations (1) $ 70,257 $ 62,151 $ 149,111 $ 129,286 Weighted-average common shares outstanding for basic computations 147,085,314 148,008,994 147,400,153 147,625,388 Earnings for diluted computations (1) $ 70,262 $ 62,157 $ 149,123 $ 129,300 Dilutive stock options and restricted stock 1,802,183 2,191,460 1,976,722 2,289,028 Weighted-average common shares outstanding for diluted computations 148,887,497 150,200,454 149,376,875 149,914,416 Earnings per common share Basic $ 0.48 $ 0.42 $ 1.01 $ 0.88 Diluted $ 0.47 $ 0.41 $ 1.00 $ 0.86 (1) During the three months ended September 30, 2017 and 2016 , approximately 1.4 million and 1.6 million participating securities, respectively, were paid dividends totaling $0.2 million in both periods. During the six months ended September 30, 2017 and 2016 , approximately 1.4 million and 1.6 million participating securities, respectively, were paid dividends totaling $0.4 million in both periods. For the three and six months ended September 30, 2017 , there were undistributed earnings of $0.4 million and $0.9 million , respectively, allocated to the participating class of securities in both basic and diluted EPS. For the three and six months ended September 30, 2016 there were undistributed earnings of $0.4 million and $0.9 million , respectively, allocated to the participating class of securities in both basic and diluted EPS. 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 six months ended September 30, 2017 and 2016 . The EPS calculation for the three and six months ended September 30, 2017 excludes 0.4 million and 0.3 million options, respectively, as their impact was anti-dilutive. The EPS calculation for the three months ended September 30, 2016 excludes no anti-dilutive options. The EPS calculation for the six months ended September 30, 2016 excludes 0.5 million options, as their impact was anti-dilutive. |
Acquisitions Acquisitions
Acquisitions Acquisitions | 6 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITION On January 24, 2017, the Company acquired eGov Holdings, Inc., which we refer to as Aquilent. As a result of the transaction, Aquilent became a wholly owned subsidiary of the Company. Aquilent is an architect of IT solutions for the U.S. federal government. The acquisition further expands the Company's ability to blend its consulting heritage with advanced technical expertise. The acquisition of Aquilent has been accounted for under the acquisition method of accounting, which requires the total acquisition consideration to be allocated to the assets acquired and liabilities assumed based on an estimate of the acquisition date fair value, with the difference reflected in goodwill. During the first quarter of fiscal 2018, the Company finalized Aquilent's post-closing working capital. The following table reflects the final determination of the total consideration transferred (including adjustments subsequent to closing): Cash purchase price paid to Aquilent shareholders $ 250,000 Working capital and other closing adjustments (1,729 ) Acquired cash on hand 2,998 Acquisition-related compensation expenses (1,291 ) Acquisition-related contingent consideration 3,576 Total purchase consideration transferred at closing $ 253,554 As part of the acquisition, the Company and the selling shareholders of Aquilent agreed to jointly make an election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, or the Code, to treat the acquisition as an asset purchase for income tax purposes. The Company agreed to reimburse the selling stockholders for previously unrealized tax consequences on Aquilent's prior tax-return positions that became realized upon acquisition; and agreed to indemnify the selling stockholders for potential, incremental increases in income taxes and related costs as a result of the Section 338(h)(10) election. The indemnity was evaluated to be acquisition-related contingent consideration, which was valued at the acquisition date fair value of $3.6 million . The acquisition-related contingent consideration was calculated using probability-weighted cash flows and significant unobservable inputs (Level 3) as described under the fair value hierarchy of ASC 820, Fair Value Measurements, or ASC 820. The Company recorded the assets acquired and liabilities assumed at their acquisition date fair value, with the difference between the fair value of the net assets acquired and the acquisition consideration reflected as goodwill. The following table represents the final fair value of assets acquired and liabilities assumed: Final allocation: Current assets $ 15,809 Other tangible assets 1,144 Customer-relationship intangible assets 69,000 Goodwill 199,826 Current liabilities (8,450 ) Tax liability (13,554 ) Income tax uncertainty (10,221 ) Total purchase consideration transfer at closing $ 253,554 The identifiable customer-relationship intangible asset of $69 million was valued using the excess earnings method discounted cash flow approach, incorporating Level 3 inputs as described under the fair value hierarchy of ASC 820. These unobservable inputs reflect the Company's own assumptions about which assumptions market participants would use in pricing an asset on a non-recurring basis. This asset will be amortized over the estimated useful life of 12 years. As part of the acquisition, the Company agreed to reimburse the selling stockholders for previously unrealized tax consequences on Aquilent's prior tax-return positions that become realized with the acquisition. Accordingly, the Company recognized a tax liability of $13.6 million . The obligation was relieved and paid during the first quarter of fiscal 2018. The Company continues to carry a related reserve of $10.2 million for income tax uncertainties created with the acquisition resulting from uncertainty in the sustainability of Aquilent's prior tax-return positions under examination with the relevant tax authorities. The goodwill of $199.8 million was primarily attributed to the specialized workforce and the expected synergies between the Company and Aquilent. The majority of the goodwill is expected to be deductible for tax purposes. There were no material acquisitions during the second quarter of fiscal 2018 or through the subsequent period to the issuance of the current financial statements. |
Accounts Receivable, Net
Accounts Receivable, Net | 6 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | ACCOUNTS RECEIVABLE, NET OF ALLOWANCE Accounts receivable, net consisted of the following: September 30, March 31, Current Accounts receivable–billed $ 406,228 $ 340,716 Accounts receivable–unbilled 623,018 651,094 Allowance for doubtful accounts (2,769 ) — Accounts receivable, net of allowance 1,026,477 991,810 Long-term Accounts receivable–unbilled 58,714 59,913 Total accounts receivable, net $ 1,085,191 $ 1,051,723 Unbilled amounts represent revenues 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, which are primarily related to retainage, holdbacks, and long-term rate settlements to be billed at contract closeout, are included in other long-term assets in the accompanying condensed consolidated balance sheets. The Company recognized a provision for doubtful accounts (including certain unbilled reserves) of $2.2 million and $0.2 million for the three months ended September 30, 2017 and 2016 , respectively, and $3.1 million and $0.8 million for both the six months ended September 30, 2017 and 2016 . The primary financial instruments, other than derivatives, that potentially subject the Company to concentrations of credit risk are accounts receivable. The Company's primary customers are U.S. federal government agencies and prime contractors under contracts with the U.S. government. The Company continuously reviews its accounts receivable and records provisions for doubtful accounts as needed. |
Accounts Payable and Other Accr
Accounts Payable and Other Accrued Expenses | 6 Months Ended |
Sep. 30, 2017 | |
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: September 30, March 31, Vendor payables $ 298,325 $ 268,630 Accrued expenses 232,016 235,487 Total accounts payable and other accrued expenses $ 530,341 $ 504,117 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 | 6 Months Ended |
Sep. 30, 2017 | |
Compensation Related Costs [Abstract] | |
ACCRUED COMPENSATION AND BENEFITS | ACCRUED COMPENSATION AND BENEFITS Accrued compensation and benefits consisted of the following: September 30, March 31, Bonus $ 40,963 $ 77,765 Retirement 60,910 31,879 Vacation 126,286 124,486 Other 25,146 29,686 Total accrued compensation and benefits $ 253,305 $ 263,816 |
Debt
Debt | 6 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt consisted of the following: September 30, 2017 March 31, 2017 Interest Rate Outstanding Balance Interest Rate Outstanding Balance Term Loan A 3.23 % $ 1,123,850 2.98 % $ 1,153,425 Term Loan B 3.48 % 396,000 3.08 % 398,000 Revolving Credit Facility (ABR) — % — 5.00 % 80,000 Revolving Credit Facility (LIBOR) — % — 2.98 % 50,000 Senior Notes 5.13 % 350,000 — % — Less: Unamortized debt issuance costs and discount on debt (22,803 ) (18,101 ) Total 1,847,047 1,663,324 Less: Current portion of long-term debt (63,150 ) (193,150 ) Long-term debt, net of current portion $ 1,783,897 $ 1,470,174 Term Loans and Revolving Credit Facility On February 6, 2017, Booz Allen Hamilton, Booz Allen Hamilton Investor Corporation, or Investor, and certain wholly-owned subsidiaries of Booz Allen Hamilton entered into the Fourth Amendment, or the Fourth Amendment, to the Credit Agreement, or the Credit Agreement, dated as of July 31, 2012, among Booz Allen Hamilton, Investor, certain wholly owned subsidiaries of Booz Allen Hamilton and Bank of America, N.A., as Administrative Agent, Collateral Agent and Issuing Lender (as previously amended by the First Amendment to the Credit Agreement, dated as of August 16, 2013, the Second Amendment to the Credit Agreement, dated as of May 7, 2014, and the Third Amendment to the Credit Agreement, dated as of July 13, 2016). Pursuant to the Fourth Amendment, the Company reduced the interest rate spread applicable to Term Loan B. The interest rate spread applicable to Term Loan A remained unchanged. As of September 30, 2017 , the Credit Agreement, as amended, provided the Company with a $1,123.9 million Term Loan A ("Term Loan A"), a $396.0 million Term Loan B ("Term Loan B" and, together with Term Loan A, the "Term Loans"), and a $500.0 million revolving credit facility (the “Revolving Credit Facility", and together with the Term Loans, the "Secured Credit Facility”), with a sublimit for letters of credit of $100.0 million . As of September 30, 2017 , the maturity date of Term Loan A and the termination date for the Revolving Credit Facility was June 30, 2021 and the maturity date of Term Loan B was June 30, 2023. Booz Allen Hamilton’s obligations and the guarantors’ guarantees under the Credit Agreement, as amended, are secured by a first priority lien on substantially all of the assets (including capital stock of subsidiaries) of Booz Allen Hamilton, Investor, and the subsidiary guarantors, subject to certain exceptions set forth in the Credit Agreement, as amended, and related documentation. Subject to specified conditions, without the consent of the then-existing lenders (but subject to the receipt of commitments), the Term Loans or Revolving Credit Facility may be expanded (or a new term loan facility or revolving credit facility added to the existing facilities) by up to (i) $400 million plus (ii) the aggregate principal amount under which pro forma consolidated net secured leverage remains less than or equal to 3.50 :1.00. At Booz Allen Hamilton’s option, borrowings under the Secured Credit Facility bear interest based either on LIBOR (adjusted for maximum reserves, and subject to a floor of zero ) for the applicable interest period or a base rate (equal to the highest of (x) the administrative agent’s prime corporate rate, (y) the overnight federal funds rate plus 0.50% , and (z) three-month LIBOR (adjusted for maximum reserves, and subject to a floor of zero ) plus 1.00% ), in each case plus an applicable margin, payable at the end of the applicable interest period and in any event at least quarterly. The applicable margin for Term Loan B is 2.25% for LIBOR loans and 1.25% for base rate loans. The applicable margin for Term Loan A and borrowings under the Revolving Credit Facility ranges from 1.50% to 2.25% for LIBOR loans and 0.50% to 1.25% for base rate loans, in each case based on Booz Allen Hamilton’s consolidated total net leverage ratio. Unused commitments under the Revolving Credit Facility are subject to a quarterly fee ranging from 0.30% to 0.40% based on Booz Allen Hamilton’s consolidated total net leverage ratio. Booz Allen Hamilton occasionally borrows under the Revolving Credit Facility in anticipation of cash demands. During the first and second quarters of fiscal 2018 , Booz Allen Hamilton accessed a total of $30.0 million of the $500.0 million Revolving Credit Facility. As of September 30, 2017 , there were no amounts outstanding under the Revolving Credit Facility. As of March 31, 2017 , there was $130.0 million outstanding under the Revolving Credit Facility. The Credit Agreement, as amended, requires quarterly principal payments of 1.25% of the stated principal amount of Term Loan A until maturity, and quarterly principal payments of 0.25% of the stated principal amount of Term Loan B until maturity. The Credit Agreement, as amended, contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants include limitations on the following, in each case subject to certain exceptions: (i) indebtedness and liens, (ii) mergers, consolidations or amalgamations, liquidations, wind-ups or dissolutions, and disposition of all or substantially all assets; (iii) dispositions of property; (iv) restricted payments; (v) investments; (vi) transactions with affiliates; (vii) sale and lease back transactions; (viii) change in fiscal periods; (ix) negative pledges; (x) restrictive agreements; (xi) line of business; and (xii) speculative hedging. The events of default include the following, in each case subject to certain exceptions: (a) failure to make required payments under the Secured Credit Facility; (b) material breaches of representations or warranties under the Secured Credit Facility; (c) failure to observe covenants or agreements under the Secured Credit Facility; (d) failure to pay or default under certain other material indebtedness; (e) bankruptcy or insolvency; (f) certain Employee Retirement Income Security Act, or ERISA events; (g) certain material judgments; (h) actual or asserted invalidity of the Guarantee and Collateral Agreements or the other security documents or failure of the guarantees or perfected liens thereunder; and (i) a change of control. In addition, Booz Allen Hamilton is required to meet certain financial covenants at each quarter end, namely Consolidated Net Total Leverage and Consolidated Net Interest Coverage Ratios. Senior Notes On April 25, 2017, Booz Allen Hamilton issued $350 million aggregate principal amount of its 5.125% Senior Notes, or the Senior Notes, under an Indenture, dated as of April 25, 2017, among Booz Allen Hamilton, certain subsidiaries of Booz Allen Hamilton, as guarantors, or the Subsidiary Guarantors, and Wilmington Trust, National Association, as trustee, or the Trustee, as supplemented by the First Supplemental Indenture, dated as of April 25, 2017, among Booz Allen Hamilton, the Subsidiary Guarantors and the Trustee. Each of Booz Allen Hamilton's existing and future domestic restricted subsidiaries that guarantee its obligations under the Secured Credit Facility and certain other indebtedness will guarantee the Senior Notes on a senior unsecured basis. Interest is payable semi-annually on May 1 and November 1 of each year, beginning on November 1, 2017, and principal is due at maturity on May 1, 2025. In connection with the Senior Notes, the Company recognized $6.7 million of issuance costs, which were recorded as an offset against the carrying value of debt and will be amortized to interest expense over the term of the Senior Notes. As of September 30, 2017 and March 31, 2017 , Booz Allen Hamilton was in compliance with all financial covenants associated with its debt and debt-like instruments. Interest on debt and debt-like instruments consisted of the following: Three Months Ended Six Months Ended 2017 2016 2017 2016 (In thousands) (In thousands) Term Loan A Interest Expense $ 9,394 $ 7,253 $ 18,171 $ 12,759 Term Loan B Interest Expense 3,518 3,989 6,791 11,963 Interest on Revolving Credit Facility 199 73 199 303 Senior Notes Interest Expense 4,484 — 7,773 — Deferred Payment Obligation Interest (1) 2,011 2,007 4,022 4,007 Amortization of Debt Issuance Cost (DIC) and Original Issue Discount (OID) (2) 1,343 1,313 2,633 3,396 Other 9 118 116 153 Total Interest Expense $ 20,958 $ 14,753 $ 39,705 $ 32,581 (1) Interest payments on the deferred payment obligation are made twice a year in January and July. (2) DIC and OID on the Term Loans and Senior Notes are recorded as a reduction of long term debt in the condensed consolidated balance sheet and are amortized ratably over the life of the related debt using the effective rate method. DIC on the Revolving Credit Facility is recorded as a long term asset on the consolidated balance sheet and amortized ratably over the term of the Revolving Credit Facility. |
Derivatives
Derivatives | 6 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | DERIVATIVES The Company utilizes derivative financial instruments to manage interest rate risk related to its variable rate term loans. The Company’s objectives in using these interest rate derivatives, which were designated as cash flow hedges, are to manage its exposure to interest rate movements and reduce volatility to interest expense. During the first quarter of fiscal 2018, the Company entered into several forward starting floating-to-fixed interest rate swap agreements with multiple financial institutions with a start date of April 30, 2018. The aggregate notional amount of these interest rate swap agreements was $450 million as of September 30, 2017 . The swaps have staggered maturities, ranging from June 30, 2021 to June 30, 2022. These swaps mature within the last tranche of the Company's floating rate debt (June 30, 2023). The floating-to-fixed interest rate swaps involve the exchange of variable interest amounts from a counterparty for the Company making fixed-rate interest payments over the life of the agreements without exchange of the underlying notional amount and effectively converting a portion of the variable rate debt into fixed interest rate debt. Derivative instruments are recorded in the condensed consolidated balance sheet at estimated fair value. As of September 30, 2017 , $0.2 million , $0.7 million and $0.5 million , were classified as other long term assets, other current liabilities, and other long term liabilities, respectively, on the condensed consolidated balance sheet. For interest rate swaps designated as cash flow hedges, the effective portion of changes in the fair value of derivatives is recorded in Accumulated Other Comprehensive Income, or AOCI, net of taxes, and is subsequently reclassified into interest expense in the period that the hedged forecasted interest payments are made on the Company's variable-rate debt. As of the three and six months ended September 30, 2017 , a $0.1 million and $0.6 million loss have been recognized in AOCI, respectively, and there were no amounts reclassified into interest expense. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. As of the three and six months ended September 30, 2017 , there was no ineffectiveness recognized in earnings. Over the next 12 months, the Company estimates that $0.8 million will be reclassified as an increase to interest expense. Cash flows associated with periodic settlements of interest rate swaps will be classified as operating activities in the condensed consolidated statement of cash flows. The Company is subject to counterparty risk in connection with its interest rate swap derivative contracts. Credit risk related to a derivative financial instrument represents the possibility that the counterparty will not fulfill the terms of the contract. The Company mitigates this credit risk by entering into agreements with credit-worthy counterparties and regularly reviews its credit exposure and the creditworthiness of the counterparties. |
Income Taxes
Income Taxes | 6 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s effective income tax rate was 33.2% and 35.7% for the three months ended September 30, 2017 and 2016 , respectively, and 33.9% and 38.1% for the six months ended September 30, 2017 and 2016 , respectively. The decrease in the effective tax rate for the three and six months ended September 30, 2017 as compared to the same periods last fiscal year was primarily due to the Company's adoption of ASU 2016-09 in the first quarter of fiscal 2018 as discussed in Note 2. As a result, the Company recorded excess tax benefits related to employee share-based payment awards within income tax (benefit) expense as a discrete item during the reporting period in which they occurred, instead of recording those benefits as adjustments to additional paid-in-capital. The Company recognized excess tax benefits of $2.4 million and $9.3 million in the three and six months ended September 30, 2017, respectively. The three and six months effective tax rates of 33.2% and 33.9% differ from the federal statutory rate of 35.0% primarily due to the inclusion of state income taxes and permanent rate differences, which primarily relate to meals and entertainment, offset in the current three months by discrete tax items. The Company is currently contesting tax assessments from the District of Columbia Office of Tax and Revenue for fiscal years 2013 through 2015 at various stages of applicable administrative and judicial processes, with a combined amount at issue of approximately $10.8 million , net of associated tax benefits. The Company has taken similar tax positions with respect to subsequent fiscal years. As of September 30, 2017, the Company does not maintain reserves for any uncertain tax positions related to the contested tax benefits and does not believe the resolution of these matters will have a material adverse effect on its results of operations, cash flows or financial condition. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 6 Months Ended |
Sep. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LONG-TERM LIABILITIES | OTHER LONG-TERM LIABILITIES Other long-term liabilities consisted of the following: September 30, March 31, Deferred rent $ 72,380 $ 63,854 Postretirement benefit obligations 125,899 123,492 Other (1) 41,669 40,593 Total other long-term liabilities $ 239,948 $ 227,939 (1) Balances at September 30, 2017 and March 31, 2017 include the Company's long-term disability obligation of $22.5 million as well as contingent consideration of $3.6 million related to the Company's acquisition as discussed in Note 4. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Sep. 30, 2017 | |
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 Code for the ECAP. Total expense recognized under ECAP was $30.7 million and $27.9 million for the three months ended September 30, 2017 and 2016 , respectively, and $61.8 million and $56.7 million for the six months ended September 30, 2017 and 2016 , respectively. The Company-paid contributions were $15.5 million for both the three months ended September 30, 2017 and 2016 , respectively, and $31.1 million and $30.8 million for the six months ended September 30, 2017 and 2016 , respectively. Defined Benefit Plan and Other Postretirement Benefit Plans The Company provides postretirement healthcare benefits to former officers under a medical indemnity insurance plan, with premiums paid by the Company. This plan is referred to as the Officer Medical Plan. The Company also established a non-qualified defined benefit plan for all officers in May 1995, or the Retired Officers' Bonus Plan, which pays a lump-sum amount of $10,000 per year of service as an officer, provided the officer meets retirement vesting requirements. The Company also provides a fixed annual allowance after retirement to cover financial counseling and other expenses. The Retired Officers' Bonus Plan is not salary related, but rather is based primarily on years of service. During fiscal 2017, the Company adopted a new plan which will provide for a one-time, lump sum retirement payment of one month’s salary when a vice-president retires from the Company, effective April 1, 2017. This is referred to as the Retired Vice-President Bonus Plan. Additionally, the Company offers medical and dental benefits to inactive employees (and their eligible dependents) on long-term disability. The components of net postretirement medical expense for the Officer Medical Plan were as follows: Three Months Ended Six Months Ended 2017 2016 2017 2016 Service cost $ 1,116 $ 1,213 $ 2,232 $ 2,426 Interest cost 1,252 1,196 2,504 2,391 Net actuarial loss 568 762 1,135 1,525 Total postretirement medical expense $ 2,936 $ 3,171 $ 5,871 $ 6,342 As of September 30, 2017 and March 31, 2017 , the unfunded status of the post-retirement medical plan was $121.1 million and $118.1 million , respectively, which is included in other long-term liabilities in the accompanying condensed consolidated balance sheets. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Sep. 30, 2017 | |
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 plans and interest rate swaps designated as cash flow hedges. The following table shows the changes in accumulated other comprehensive income (loss), net of tax: Three Months Ended September 30, 2017 Six Months Ended September 30, 2017 Post-retirement plans Derivatives designated as cash flow hedges Totals Post-retirement plans Derivatives designated as cash flow hedges Totals Beginning of period $ (16,714 ) $ (510 ) $ (17,224 ) $ (17,077 ) $ — $ (17,077 ) Other comprehensive income (loss) before reclassifications (1) — (124 ) (124 ) — (634 ) (634 ) Amounts reclassified from accumulated other comprehensive loss 361 — 361 724 — 724 Net current-period other comprehensive income (loss) 361 (124 ) 237 724 (634 ) 90 End of period $ (16,353 ) $ (634 ) $ (16,987 ) $ (16,353 ) $ (634 ) $ (16,987 ) (1) Changes in other comprehensive income (loss) before reclassification for derivatives designated as cash flow hedges are recorded net of tax benefits of $0.1 million and $0.4 million for three and six months ended September 30, 2017 , respectively. Three Months Ended September 30, 2016 Six Months Ended September 30, 2016 Post-retirement plans Derivatives designated as cash flow hedges Totals Post-retirement plans Derivatives designated as cash flow hedges Totals Beginning of period $ (19,156 ) $ — $ (19,156 ) $ (19,613 ) $ — $ (19,613 ) Other comprehensive income (loss)before reclassifications — — — — — — Amounts reclassified from accumulated other comprehensive loss 457 — 457 914 — 914 Net current-period other comprehensive income (loss) 457 — 457 914 — 914 End of period $ (18,699 ) $ — $ (18,699 ) $ (18,699 ) $ — $ (18,699 ) The following table presents the reclassifications out of accumulated other comprehensive loss to net income: Three Months Ended Six Months Ended 2017 2016 2017 2016 Amounts reclassified from accumulated other comprehensive loss: Amortization of net actuarial loss included in net periodic benefit cost (See Note 12) $ 596 $ 762 $ 1,193 $ 1,525 Tax benefit (235 ) (305 ) (469 ) (611 ) Net of tax $ 361 $ 457 $ 724 $ 914 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Common Stock The common stock shares activity consisted of the following: Class A Common Stock Treasury Stock Balance at March 31, 2016 153,391,058 5,398,596 Issuance of common stock 578,932 — Stock options exercised 1,931,495 — Repurchase of common stock (1) — 1,615,181 Balance at March 31, 2017 155,901,485 7,013,777 Issuance of common stock 581,174 — Stock options exercised 741,708 — Repurchase of common stock (2) — 4,619,568 Balance at September 30, 2017 157,224,367 11,633,345 (1) During fiscal 2017, the Company purchased 1.3 million shares of the Company’s Class A Common Stock in a series of open market transactions for $46.4 million . Additionally, the Company repurchased shares during fiscal 2017 to cover the minimum statutory withholding taxes on restricted stock awards and restricted stock units that vested on March 31, 2017. The Company also repurchased shares to cover the minimum statutory withholding taxes on restricted stock for departing officers, as they are no longer subject to a substantial risk of forfeiture. (2) During fiscal 2018, the Company purchased 4.5 million shares of the Company’s Class A Common Stock in a series of open market transactions for $154.0 million . Additionally, the Company repurchased shares during the first quarter of fiscal 2018 to cover the minimum statutory withholding taxes on restricted stock awards and restricted stock units that vested on June 30, 2017. For the quarterly offering period that closed on September 30, 2017 , 63,298 Class A Common Stock shares were purchased by employees under the Company's Employee Stock Purchase Plan, or ESPP. Since the program's inception, 2,055,650 shares have been purchased by employees. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Sep. 30, 2017 | |
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 Six Months Ended 2017 2016 2017 2016 Cost of revenue $ 1,847 $ 1,190 $ 3,306 $ 2,698 General and administrative expenses 4,499 3,502 8,289 7,883 Total $ 6,346 $ 4,692 $ 11,595 $ 10,581 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 Six Months Ended 2017 2016 2017 2016 Equity Incentive Plan Options $ 493 $ 306 $ 969 $ 1,564 Class A Restricted Common Stock 5,853 4,386 10,626 9,017 Total $ 6,346 $ 4,692 $ 11,595 $ 10,581 As of September 30, 2017 , there was $30.1 million of total unrecognized compensation cost related to unvested stock-based compensation agreements. The unrecognized compensation cost as of September 30, 2017 is expected to be fully amortized over the next 4.5 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. September 30, 2017 Unrecognized Compensation Cost Weighted Average Remaining Period to be Recognized (in years) Equity Incentive Plan Options $ 3,522 3.96 Class A Restricted Common Stock 26,576 2.19 Total $ 30,098 Equity Incentive Plan As of September 30, 2017 , there were 3,405,801 EIP options outstanding, of which 900,833 were unvested. Grants of restricted stock units and Class A Restricted Common Stock On July 3, 2017, the Board of Directors granted 264,465 restricted stock units in conjunction with the Annual Incentive Plan adopted on October 1, 2010, or Annual Incentive Plan. The amount of the annual incentive payment was determined based on performance targets established by the Compensation Committee and a portion of the incentive payment awarded under the Annual Incentive Plan was paid in the form of restricted stock units. A restricted stock unit represents a contingent right to receive one share of Class A Common Stock upon vesting. The restricted stock units will vest based on the passage of time, subject to participant's continued employment with the Company. The portion to be paid in the form of restricted stock units will be recognized in the accompanying consolidated statements of operations based on grant date fair value over the vesting period of 3 years. The aggregate fair value was estimated at $8.6 million , based on the stock price of $32.55 on the grant date. On August 2, 2017 and September 18, 2017, the Board of Directors granted 6,531 and 5,147 restricted stock units, respectively, to certain newly hired and newly promoted vice presidents. The aggregate fair values were estimated at $0.2 million for each grant, based on stock prices of $34.02 on August 2, 2017 and $35.93 on September 18, 2017. On August 10, 2017, the Board of Directors granted 51,887 shares of Class A restricted common stock to members of the Board of Directors. The aggregate value of these awards was estimated at $1.7 million based on the stock price of $32.67 on the grant date. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Sep. 30, 2017 | |
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 condensed 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 $ 57,456 $ — $ — $ 57,456 Money market funds (1) 200,493 72,094 — 272,587 Total cash and cash equivalents $ 257,949 $ 72,094 $ — $ 330,043 Other Assets: Derivative instruments (3) $ — $ 226 $ — $ 226 Total Other Assets $ — $ 226 $ — $ 226 Liabilities: Contingent consideration liability (2) $ — $ — $ 3,576 3,576 Current derivative instruments (3) $ — $ 739 $ — $ 739 Long-term derivative instruments (3) — 533 — 533 Total Liabilities $ — $ 1,272 $ 3,576 $ 4,848 Recurring Fair Value Measurements Level 1 Level 2 Level 3 Total Cash and cash equivalents: Cash and cash equivalents $ 59,825 $ — $ — $ 59,825 Money market funds (1) — 157,592 — 157,592 Total cash and cash equivalents $ 59,825 $ 157,592 $ — $ 217,417 Liabilities: Contingent consideration liability (2) — — 3,576 3,576 Total Liabilities $ — $ — $ 3,576 $ 3,576 (1) Level 2 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. Therefore, the fair value approximates the carrying value. Depending on our short-term liquidity needs, we make regular transfers between money market funds and other cash equivalents. (2) As discussed in Note 4, the Company recognized a contingent consideration liability in connection with the acquisition of Aquilent. As of September 30, 2017 and March 31, 2017, the estimated fair value of the contingent consideration liability was $3.6 million and was valued using probability-weighted cash flows, which is based on the use of Level 3 fair value measurement inputs. The liability is recorded in other long-term liabilities in the consolidated balance sheet. (3) The Company’s interest rate swaps are considered over-the-counter derivatives and fair value is estimated based on present value of future cash flows using model-derived valuation that use Level 2 observable inputs such as interest rate yield curves. See Note 9 for further discussion on the Company’s derivative instruments designated as cash flow hedges. The fair value of the Company's debt, as well as the Senior Notes, approximates their carrying value at September 30, 2017 and March 31, 2017 . The fair value of debt is determined using quoted prices or other market information obtained from recent trading activity of each debt tranche in markets that are not active (Level 2 inputs). The fair value is corroborated by prices derived from the interest rate spreads of recently completed leveraged loan transactions of a similar credit profile, industry, and terms to that of the Company. The fair value of the Senior Notes is determined using quoted prices or other market information obtained from recent trading activity in the high-yield bond market (Level 2 inputs). |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONS In March 2017, the Company supported the formation of the Booz Allen Foundation, a nonprofit corporation organized and operated exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Code. The Company is the sole member of the foundation, which gives it the authority to appoint two of five of the Booz Allen Foundation's directors and consent rights regarding certain extraordinary corporate actions approved by the board of directors. The Company has made a binding and irrevocable pledge of $5.0 million to the Booz Allen Foundation and recorded the pledge obligation in other current liabilities on the consolidated balance sheet of the Company in March 2017. As of September 30, 2017 , the pledge remains unpaid. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Letters of Credit and Third-Party Guarantees As of September 30, 2017 and March 31, 2017 , 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 $7.3 million and $8.6 million , respectively. These letters of credit and bank guarantees primarily support insurance and bid and performance obligations. At September 30, 2017 and March 31, 2017 , approximately $1.2 million and $1.7 million , respectively, of these instruments reduce the available borrowings under the Revolving Credit Facility. The remaining amounts under these instruments are guaranteed under a separate $10.0 million facility established in fiscal 2015 of which $3.9 million and $3.1 million was available to the Company at September 30, 2017 and March 31, 2017 , respectively. Government Contracting Matters For each of the three and six months ended September 30, 2017 and 2016 , approximately 97% , respectively, of the Company's revenue was generated from contracts where the end user was an agency or department of the U.S. government, including contracts where the Company performed either as a prime contractor or subcontractor, and regardless of the geographic location in which the work was performed. U.S. government contracts and subcontracts are subject to extensive legal and regulatory requirements. From time to time and in the ordinary course of business, agencies of the U.S. government audit our contract costs and conduct inquiries and investigations of our business practices with respect to government contracts to determine whether the Company’s operations are conducted in accordance with these requirements and the terms of the relevant contracts. U.S. government agencies, including the Defense Contract Audit Agency, routinely audit our contract costs, including allocated indirect costs for compliance with the Cost Accounting Standards and the Federal Acquisition Regulation. These agencies also conduct reviews and investigations and make inquiries regarding our accounting and other systems in connection with our performance and business practices with respect to our government contracts and subcontracts. U.S. government audits, inquiries, or investigations of the Company, whether related to the Company's U.S. government contracts or subcontracts or conducted for other reasons, could result in administrative, civil, or criminal liabilities, including withholding of payments, suspension of payments, 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 audit, inquiry, or investigation of which it is aware. 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 September 30, 2017 and March 31, 2017 , the Company has recorded a liability of approximately $170.8 million and $175.7 million , respectively, for its current best estimate of amounts to be refunded to customers for potential adjustments from audits or reviews of contract costs incurred subsequent to fiscal year 2011, and for contracts not yet closed that are impacted by settlement of audits or reviews of contract costs incurred in prior fiscal years. 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 September 30, 2017 and March 31, 2017, there were 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 the acquisition of the Company by the Carlyle Group (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 us and certain of our 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 ERISA, 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 such dismissal was upheld by the United States Court of Appeals for the Ninth Circuit. The plaintiff in this suit subsequently filed a Petition for Writ of Certiorari to the United States Supreme Court, which was denied by the United States Supreme Court on January 9, 2017. 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 were on appeal before the United States Court of Appeals for the Second Circuit. On December 15, 2016, hearings relating to the appeal were held before the United States Court of Appeals for the Second Circuit. On July 13, 2017, the United States Court of Appeals for the Second Circuit ruled on the case and affirmed the ruling of the United States District Court for the Southern District of New York, except for one plaintiff’s securities fraud claim. The United States Court of Appeals for the Second Circuit remanded the case to the United States District Court for the Southern District of New York to give the plaintiff leave to file another amended complaint to attempt to plead a securities fraud claim. As of September 30, 2017 , the aggregate alleged damages that will be sought in the remaining suit is unknown. As of September 30, 2017, 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. On June 7, 2017, Booz Allen Hamilton Inc. was informed that the U.S. Department of Justice (DOJ) is conducting a civil and criminal investigation of the Company. In connection with the investigation, the DOJ has requested information from the Company relating to certain elements of the Company’s cost accounting and indirect cost charging practices with the U.S. government. Since learning of the investigation, the Company has engaged a law firm experienced in these matters to represent the Company in connection with this matter and respond to the government's requests. As is commonly the case with this type of matter, the Company has also been in contact with other regulatory agencies and bodies, including the Securities and Exchange Commission, which recently notified the Company that it is conducting an investigation that the Company believes relates to matters that are also the subject of the DOJ's investigation. The Company may receive additional regulatory or governmental inquiries related to the matters that are the subject of the DOJ's investigation. In accordance with the Company's practice, the company is cooperating with all relevant government parties. The total cost associated with these matters will depend on many factors, including the duration of these matters and any related findings. At this stage, the Company is not able to reasonably estimate the expected amount or range of cost or any loss associated with these matters. On June 19, 2017, a purported stockholder of the Company filed a putative class action lawsuit in the United States District Court for the Eastern District of Virginia styled Langley v. Booz Allen Hamilton Holding Corp., No. 17-cv-00696 naming the Company, its Chief Executive Officer and its Chief Financial Officer as defendants purportedly on behalf of all purchasers of the Company’s securities from May 19, 2016 through June 15, 2017. On September 5, 2017, the court named two lead plaintiffs and on October 20, 2017, the lead plaintiffs filed a consolidated amended complaint. The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, alleging misrepresentations or omissions by the Company purporting to relate to matters that are the subject of the DOJ investigation described above. The plaintiffs seek to recover from the Company and the individual defendants an unspecified amount of damages. The Company believes the suit lacks merit and intends to defend against the lawsuit. At this stage of the lawsuit, the Company is not able to reasonably estimate the expected amount or range of cost or any loss associated with the lawsuit. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 6 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On November 2, 2017, the Board of Directors approved an increase to our share repurchase authorization from $410.0 million to up to $610.0 million . As of November 2, 2017, taking into effect the increase in the share repurchase authorization, the Company may repurchase up to approximately $301.4 million of additional shares of common stock under its share repurchase program. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
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 Six Months Ended 2017 2016 2017 2016 Earnings for basic computations (1) $ 70,257 $ 62,151 $ 149,111 $ 129,286 Weighted-average common shares outstanding for basic computations 147,085,314 148,008,994 147,400,153 147,625,388 Earnings for diluted computations (1) $ 70,262 $ 62,157 $ 149,123 $ 129,300 Dilutive stock options and restricted stock 1,802,183 2,191,460 1,976,722 2,289,028 Weighted-average common shares outstanding for diluted computations 148,887,497 150,200,454 149,376,875 149,914,416 Earnings per common share Basic $ 0.48 $ 0.42 $ 1.01 $ 0.88 Diluted $ 0.47 $ 0.41 $ 1.00 $ 0.86 (1) During the three months ended September 30, 2017 and 2016 , approximately 1.4 million and 1.6 million participating securities, respectively, were paid dividends totaling $0.2 million in both periods. During the six months ended September 30, 2017 and 2016 , approximately 1.4 million and 1.6 million participating securities, respectively, were paid dividends totaling $0.4 million in both periods. For the three and six months ended September 30, 2017 , there were undistributed earnings of $0.4 million and $0.9 million , respectively, allocated to the participating class of securities in both basic and diluted EPS. For the three and six months ended September 30, 2016 there were undistributed earnings of $0.4 million and $0.9 million , respectively, allocated to the participating class of securities in both basic and diluted EPS. 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 six months ended September 30, 2017 and 2016 |
Acquisitions Acquisitions (Tabl
Acquisitions Acquisitions (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Consideration Transferred | The following table reflects the final determination of the total consideration transferred (including adjustments subsequent to closing): Cash purchase price paid to Aquilent shareholders $ 250,000 Working capital and other closing adjustments (1,729 ) Acquired cash on hand 2,998 Acquisition-related compensation expenses (1,291 ) Acquisition-related contingent consideration 3,576 Total purchase consideration transferred at closing $ 253,554 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table represents the final fair value of assets acquired and liabilities assumed: Final allocation: Current assets $ 15,809 Other tangible assets 1,144 Customer-relationship intangible assets 69,000 Goodwill 199,826 Current liabilities (8,450 ) Tax liability (13,554 ) Income tax uncertainty (10,221 ) Total purchase consideration transfer at closing $ 253,554 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Accounts receivable, net | Accounts receivable, net consisted of the following: September 30, March 31, Current Accounts receivable–billed $ 406,228 $ 340,716 Accounts receivable–unbilled 623,018 651,094 Allowance for doubtful accounts (2,769 ) — Accounts receivable, net of allowance 1,026,477 991,810 Long-term Accounts receivable–unbilled 58,714 59,913 Total accounts receivable, net $ 1,085,191 $ 1,051,723 |
Accounts Payable and Other Ac29
Accounts Payable and Other Accrued Expenses (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and other accrued expenses consisted of the following: September 30, March 31, Vendor payables $ 298,325 $ 268,630 Accrued expenses 232,016 235,487 Total accounts payable and other accrued expenses $ 530,341 $ 504,117 |
Accrued Compensation and Bene30
Accrued Compensation and Benefits (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Compensation Related Costs [Abstract] | |
Accrued compensation and benefits | Accrued compensation and benefits consisted of the following: September 30, March 31, Bonus $ 40,963 $ 77,765 Retirement 60,910 31,879 Vacation 126,286 124,486 Other 25,146 29,686 Total accrued compensation and benefits $ 253,305 $ 263,816 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt consisted of the following: September 30, 2017 March 31, 2017 Interest Rate Outstanding Balance Interest Rate Outstanding Balance Term Loan A 3.23 % $ 1,123,850 2.98 % $ 1,153,425 Term Loan B 3.48 % 396,000 3.08 % 398,000 Revolving Credit Facility (ABR) — % — 5.00 % 80,000 Revolving Credit Facility (LIBOR) — % — 2.98 % 50,000 Senior Notes 5.13 % 350,000 — % — Less: Unamortized debt issuance costs and discount on debt (22,803 ) (18,101 ) Total 1,847,047 1,663,324 Less: Current portion of long-term debt (63,150 ) (193,150 ) Long-term debt, net of current portion $ 1,783,897 $ 1,470,174 |
Interest Expense | ity. The Credit Agreement, as amended, contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants include limitations on the following, in each case subject to certain exceptions: (i) indebtedness and liens, (ii) mergers, consolidations or amalgamations, liquidations, wind-ups or dissolutions, and disposition of all or substantially all assets; (iii) dispositions of property; (iv) restricted payments; (v) investments; (vi) transactions with affiliates; (vii) sale and lease back transactions; (viii) change in fiscal periods; (ix) negative pledges; (x) restrictive agreements; (xi) line of business; and (xii) speculative hedging. The events of default include the following, in each case subject to certain exceptions: (a) failure to make required payments under the Secured Credit Facility; (b) material breaches of representations or warranties under the Secured Credit Facility; (c) failure to observe covenants or agreements under the Secured Credit Facility; (d) failure to pay or default under certain other material indebtedness; (e) bankruptcy or insolvency; (f) certain Employee Retirement Income Security Act, or ERISA events; (g) certain material judgments; (h) actual or asserted invalidity of the Guarantee and Collateral Agreements or the other security documents or failure of the guarantees or perfected liens thereunder; and (i) a change of control. In addition, Booz Allen Hamilton is required to meet certain financial covenants at each quarter end, namely Consolidated Net Total Leverage and Consolidated Net Interest Coverage Ratios. Senior Notes On April 25, 2017, Booz Allen Hamilton issued $350 million aggregate principal amount of its 5.125% Senior Notes, or the Senior Notes, under an Indenture, dated as of April 25, 2017, among Booz Allen Hamilton, certain subsidiaries of Booz Allen Hamilton, as guarantors, or the Subsidiary Guarantors, and Wilmington Trust, National Association, as trustee, or the Trustee, as supplemented by the First Supplemental Indenture, dated as of April 25, 2017, among Booz Allen Hamilton, the Subsidiary Guarantors and the Trustee. Each of Booz Allen Hamilton's existing and future domestic restricted subsidiaries that guarantee its obligations under the Secured Credit Facility and certain other indebtedness will guarantee the Senior Notes on a senior unsecured basis. Interest is payable semi-annually on May 1 and November 1 of each year, beginning on November 1, 2017, and principal is due at maturity on May 1, 2025. In connection with the Senior Notes, the Company recognized $6.7 million of issuance costs, which were recorded as an offset against the carrying value of debt and will be amortized to interest expense over the term of the Senior Notes. As of September 30, 2017 and March 31, 2017 , Booz Allen Hamilton was in compliance with all financial covenants associated with its debt and debt-like instruments. Interest on debt and debt-like instruments consiste |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other long-term liabilities consisted of the following: September 30, March 31, Deferred rent $ 72,380 $ 63,854 Postretirement benefit obligations 125,899 123,492 Other (1) 41,669 40,593 Total other long-term liabilities $ 239,948 $ 227,939 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
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 Six Months Ended 2017 2016 2017 2016 Service cost $ 1,116 $ 1,213 $ 2,232 $ 2,426 Interest cost 1,252 1,196 2,504 2,391 Net actuarial loss 568 762 1,135 1,525 Total postretirement medical expense $ 2,936 $ 3,171 $ 5,871 $ 6,342 |
Accumulated Other Comprehensi34
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive loss | The following table shows the changes in accumulated other comprehensive income (loss), net of tax: Three Months Ended September 30, 2017 Six Months Ended September 30, 2017 Post-retirement plans Derivatives designated as cash flow hedges Totals Post-retirement plans Derivatives designated as cash flow hedges Totals Beginning of period $ (16,714 ) $ (510 ) $ (17,224 ) $ (17,077 ) $ — $ (17,077 ) Other comprehensive income (loss) before reclassifications (1) — (124 ) (124 ) — (634 ) (634 ) Amounts reclassified from accumulated other comprehensive loss 361 — 361 724 — 724 Net current-period other comprehensive income (loss) 361 (124 ) 237 724 (634 ) 90 End of period $ (16,353 ) $ (634 ) $ (16,987 ) $ (16,353 ) $ (634 ) $ (16,987 ) (1) Changes in other comprehensive income (loss) before reclassification for derivatives designated as cash flow hedges are recorded net of tax benefits of $0.1 million and $0.4 million for three and six months ended September 30, 2017 , respectively. Three Months Ended September 30, 2016 Six Months Ended September 30, 2016 Post-retirement plans Derivatives designated as cash flow hedges Totals Post-retirement plans Derivatives designated as cash flow hedges Totals Beginning of period $ (19,156 ) $ — $ (19,156 ) $ (19,613 ) $ — $ (19,613 ) Other comprehensive income (loss)before reclassifications — — — — — — Amounts reclassified from accumulated other comprehensive loss 457 — 457 914 — 914 Net current-period other comprehensive income (loss) 457 — 457 914 — 914 End of period $ (18,699 ) $ — $ (18,699 ) $ (18,699 ) $ — $ (18,699 ) |
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 Six Months Ended 2017 2016 2017 2016 Amounts reclassified from accumulated other comprehensive loss: Amortization of net actuarial loss included in net periodic benefit cost (See Note 12) $ 596 $ 762 $ 1,193 $ 1,525 Tax benefit (235 ) (305 ) (469 ) (611 ) Net of tax $ 361 $ 457 $ 724 $ 914 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Common stock shares activity | The common stock shares activity consisted of the following: Class A Common Stock Treasury Stock Balance at March 31, 2016 153,391,058 5,398,596 Issuance of common stock 578,932 — Stock options exercised 1,931,495 — Repurchase of common stock (1) — 1,615,181 Balance at March 31, 2017 155,901,485 7,013,777 Issuance of common stock 581,174 — Stock options exercised 741,708 — Repurchase of common stock (2) — 4,619,568 Balance at September 30, 2017 157,224,367 11,633,345 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
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 Six Months Ended 2017 2016 2017 2016 Cost of revenue $ 1,847 $ 1,190 $ 3,306 $ 2,698 General and administrative expenses 4,499 3,502 8,289 7,883 Total $ 6,346 $ 4,692 $ 11,595 $ 10,581 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 Six Months Ended 2017 2016 2017 2016 Equity Incentive Plan Options $ 493 $ 306 $ 969 $ 1,564 Class A Restricted Common Stock 5,853 4,386 10,626 9,017 Total $ 6,346 $ 4,692 $ 11,595 $ 10,581 |
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. September 30, 2017 Unrecognized Compensation Cost Weighted Average Remaining Period to be Recognized (in years) Equity Incentive Plan Options $ 3,522 3.96 Class A Restricted Common Stock 26,576 2.19 Total $ 30,098 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
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 $ 57,456 $ — $ — $ 57,456 Money market funds (1) 200,493 72,094 — 272,587 Total cash and cash equivalents $ 257,949 $ 72,094 $ — $ 330,043 Other Assets: Derivative instruments (3) $ — $ 226 $ — $ 226 Total Other Assets $ — $ 226 $ — $ 226 Liabilities: Contingent consideration liability (2) $ — $ — $ 3,576 3,576 Current derivative instruments (3) $ — $ 739 $ — $ 739 Long-term derivative instruments (3) — 533 — 533 Total Liabilities $ — $ 1,272 $ 3,576 $ 4,848 Recurring Fair Value Measurements Level 1 Level 2 Level 3 Total Cash and cash equivalents: Cash and cash equivalents $ 59,825 $ — $ — $ 59,825 Money market funds (1) — 157,592 — 157,592 Total cash and cash equivalents $ 59,825 $ 157,592 $ — $ 217,417 Liabilities: Contingent consideration liability (2) — — 3,576 3,576 Total Liabilities $ — $ — $ 3,576 $ 3,576 (1) Level 2 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. Therefore, the fair value approximates the carrying value. Depending on our short-term liquidity needs, we make regular transfers between money market funds and other cash equivalents. (2) As discussed in Note 4, the Company recognized a contingent consideration liability in connection with the acquisition of Aquilent. As of September 30, 2017 and March 31, 2017, the estimated fair value of the contingent consideration liability was $3.6 million and was valued using probability-weighted cash flows, which is based on the use of Level 3 fair value measurement inputs. The liability is recorded in other long-term liabilities in the consolidated balance sheet. (3) The Company’s interest rate swaps are considered over-the-counter derivatives and fair value is estimated based on present value of future cash flows using model-derived valuation that use Level 2 observable inputs such as interest rate yield curves. See Note 9 for further discussion on the Company’s derivative instruments designated as cash flow hedges. |
Business Overview (Details)
Business Overview (Details) | 6 Months Ended |
Sep. 30, 2017employeessegments | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | segments | 1 |
Number of employees | employees | 24,200 |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Excess Tax Benefit from Share-based Compensation, Operating Activities | $ 2,400 | $ 9,289 | $ 8,315 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Earnings for basic computations | [1] | $ 70,257 | $ 62,151 | $ 149,111 | $ 129,286 |
Earnings for diluted computations | [1] | $ 70,262 | $ 62,157 | $ 149,123 | $ 129,300 |
Dilutive stock options and restricted stock | 1,802,183 | 2,191,460 | 1,976,722 | 2,289,028 | |
Earnings per common share, Basic | $ 0.48 | $ 0.42 | $ 1.01 | $ 0.88 | |
Earnings per common share, Diluted | $ 0.47 | $ 0.41 | $ 1 | $ 0.86 | |
Unvested shares, cash dividends paid | $ 50,866 | $ 44,789 | |||
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 | 1,400,000 | 1,600,000 | 1,400,000 | 1,600,000 | |
Unvested shares, cash dividends paid | $ 200 | $ 200 | $ 400 | $ 400 | |
Undistributed earnings allocated to participating securities, basic | 400 | 400 | 900 | 900 | |
Undistributed earnings allocated to participating securities, diluted | $ 400 | $ 400 | $ 900 | $ 900 | |
Stock options | |||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||
Antidilutive options excluded from the computation of EPS | 400,000 | 0 | 300,000 | 500,000 | |
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 | 147,085,314 | 148,008,994 | 147,400,153 | 147,625,388 | |
Weighted-average common shares outstanding for diluted computations | 148,887,497 | 150,200,454 | 149,376,875 | 149,914,416 | |
[1] | (1) During the three months ended September 30, 2017 and 2016, approximately 1.4 million and 1.6 million participating securities, respectively, were paid dividends totaling $0.2 million in both periods. During the six months ended September 30, 2017 and 2016, approximately 1.4 million and 1.6 million participating securities, respectively, were paid dividends totaling $0.4 million in both periods. For the three and six months ended September 30, 2017, there were undistributed earnings of $0.4 million and $0.9 million, respectively, allocated to the participating class of securities in both basic and diluted EPS. For the three and six months ended September 30, 2016 there were undistributed earnings of $0.4 million and $0.9 million, respectively, allocated to the participating class of securities in both basic and diluted EPS. The allocated undistributed earnings and the dividends paid comprise the difference between net income presented on the condensed consolidated statements of operations and earnings for basic and diluted computations for the three and six months ended September 30, 2017 and 2016. |
Acquisitions Acquisitions (Sche
Acquisitions Acquisitions (Schedule of Consideration Transferred) (Details) - Aquilent - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2017 | Mar. 31, 2017 | Jan. 24, 2017 | |
Business Acquisition [Line Items] | |||
Cash purchase price paid to Aquilent shareholders | $ 250,000 | ||
Working capital and other closing adjustments | (1,729) | ||
Acquired cash on hand | 2,998 | ||
Acquisition-related compensation expense | (1,291) | ||
Acquisition-related contingent consideration | 3,576 | $ 3,600 | $ 3,600 |
Total purchase consideration transferred at closing | $ 253,554 |
Acquisitions Acquisitions (Narr
Acquisitions Acquisitions (Narrative) (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jan. 24, 2017 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,571,186 | $ 1,571,190 | ||
Aquilent | ||||
Business Acquisition [Line Items] | ||||
Acquisition-related contingent consideration | $ 3,576 | $ 3,600 | $ 3,600 | |
Customer-relationship intangible assets | 69,000 | |||
Tax indemnification liability | 13,554 | $ 13,600 | ||
Income tax uncertainty | 10,221 | |||
Goodwill | 199,826 | |||
Customer Relationships | Aquilent | ||||
Business Acquisition [Line Items] | ||||
Customer-relationship intangible assets | $ 69,000 | |||
Finite-lived intangible asset, useful life (in years) | 12 years |
Acquisitions Acquisitions (Sc43
Acquisitions Acquisitions (Schedule of Recognized Identified Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,571,186 | $ 1,571,190 | |
Aquilent | |||
Business Acquisition [Line Items] | |||
Current assets | 15,809 | ||
Other tangible assets | 1,144 | ||
Customer-relationship intangible assets | 69,000 | ||
Goodwill | 199,826 | ||
Current liabilities | (8,450) | ||
Tax liability | (13,554) | $ (13,600) | |
Income tax uncertainty | (10,221) | ||
Total purchase consideration transfer at closing | $ 253,554 |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Accounts receivable-billed | $ 406,228 | $ 406,228 | $ 340,716 | ||
Allowance for doubtful accounts | (2,769) | (2,769) | 0 | ||
Accounts receivable, net, current | 1,026,477 | 1,026,477 | 991,810 | ||
Total accounts receivable, net | 1,085,191 | 1,085,191 | 1,051,723 | ||
Provision for doubtful accounts | 2,200 | $ 200 | 3,100 | $ 800 | |
Accounts Receivable | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Accounts receivable-unbilled | 623,018 | 623,018 | 651,094 | ||
Other Noncurrent Assets | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Accounts receivable-unbilled | $ 58,714 | $ 58,714 | $ 59,913 |
Accounts Payable and Other Ac45
Accounts Payable and Other Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Mar. 31, 2017 |
Payables and Accruals [Abstract] | ||
Vendor payables | $ 298,325 | $ 268,630 |
Accrued expenses | 232,016 | 235,487 |
Total accounts payable and other accrued expenses | $ 530,341 | $ 504,117 |
Accrued Compensation and Bene46
Accrued Compensation and Benefits (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Mar. 31, 2017 |
Compensation Related Costs [Abstract] | ||
Bonus | $ 40,963 | $ 77,765 |
Retirement | 60,910 | 31,879 |
Vacation | 126,286 | 124,486 |
Other | 25,146 | 29,686 |
Total accrued compensation and benefits | $ 253,305 | $ 263,816 |
Debt (Schedule of Debt) (Detail
Debt (Schedule of Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Mar. 31, 2017 |
Long-term Debt, Current and Noncurrent [Abstract] | ||
Unamortized debt issuance costs and discount on debt | $ (22,803) | $ (18,101) |
Long-term Debt | 1,847,047 | 1,663,324 |
Less: Current portion of long-term debt | (63,150) | (193,150) |
Long-term debt, net of current portion | $ 1,783,897 | $ 1,470,174 |
Secured Debt | Term Loan A | ||
Long-term Debt, Current and Noncurrent [Abstract] | ||
Interest rate | 3.23% | 2.98% |
Long-term Debt, Gross | $ 1,123,850 | $ 1,153,425 |
Secured Debt | Term Loan B | ||
Long-term Debt, Current and Noncurrent [Abstract] | ||
Interest rate | 3.48% | 3.08% |
Long-term Debt, Gross | $ 396,000 | $ 398,000 |
Senior Notes | Senior Notes due 2025 | ||
Long-term Debt, Current and Noncurrent [Abstract] | ||
Interest rate | 5.13% | 0.00% |
Long-term Debt, Gross | $ 350,000 | $ 0 |
Revolving Credit Facility | ||
Long-term Debt, Current and Noncurrent [Abstract] | ||
Revolving credit facility | $ 0 | $ 130,000 |
Alternative Base Rate (ABR) | Revolving Credit Facility | ||
Long-term Debt, Current and Noncurrent [Abstract] | ||
Line of Credit Facility, Interest Rate at Period End | 0.00% | 5.00% |
Revolving credit facility | $ 0 | $ 80,000 |
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | ||
Long-term Debt, Current and Noncurrent [Abstract] | ||
Line of Credit Facility, Interest Rate at Period End | 0.00% | 2.98% |
Revolving credit facility | $ 0 | $ 50,000 |
Debt Debt (Details)
Debt Debt (Details) - USD ($) $ in Thousands | Feb. 06, 2017 | Sep. 30, 2017 | Apr. 25, 2017 | Mar. 31, 2017 |
Debt Instrument [Line Items] | ||||
Long-term Debt, Maximum Expanded Loan Facility | $ 400,000 | |||
Net secured leverage ratio | 350.00% | |||
Secured Debt | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, basis spread on variable rate | 1.00% | |||
Secured Debt | London Interbank Offered Rate (LIBOR) | Minimum | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, basis spread on variable rate | 0.00% | |||
Secured Debt | Overnight Federal Funds Rate | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, basis spread on variable rate | 0.50% | |||
Secured Debt | Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, basis spread on variable rate | 0.00% | |||
Secured Debt | Term Loan A | ||||
Debt Instrument [Line Items] | ||||
Term loan, face amount | $ 1,123,900 | |||
Quarterly periodic payment percentage, principal | 1.25% | |||
Secured Debt | Term Loan A | London Interbank Offered Rate (LIBOR) | Minimum | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, basis spread on variable rate | 1.50% | |||
Secured Debt | Term Loan A | London Interbank Offered Rate (LIBOR) | Maximum | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, basis spread on variable rate | 2.25% | |||
Secured Debt | Term Loan A | Alternative Base Rate (ABR) | Minimum | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, basis spread on variable rate | 0.50% | |||
Secured Debt | Term Loan A | Alternative Base Rate (ABR) | Maximum | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, basis spread on variable rate | 1.25% | |||
Secured Debt | Term Loan B | ||||
Debt Instrument [Line Items] | ||||
Term loan, face amount | 396,000 | |||
Quarterly periodic payment percentage, principal | 0.25% | |||
Secured Debt | Term Loan B | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, basis spread on variable rate | 2.25% | |||
Secured Debt | Term Loan B | Alternative Base Rate (ABR) | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, basis spread on variable rate | 1.25% | |||
Secured Debt | Revolving Credit Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Commitment Fee Percentage | 0.30% | |||
Secured Debt | Revolving Credit Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Commitment Fee Percentage | 0.40% | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility, maximum borrowing capacity | 500,000 | |||
Proceeds from lines of credit | 30,000 | |||
Revolving credit facility, amount outstanding | 0 | $ 130,000 | ||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility, amount outstanding | 0 | 50,000 | ||
Revolving Credit Facility | Alternative Base Rate (ABR) | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility, amount outstanding | 0 | $ 80,000 | ||
Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility, maximum borrowing capacity | $ 100,000 | |||
Senior Notes | Senior Notes due 2025 | ||||
Debt Instrument [Line Items] | ||||
Term loan, face amount | $ 350,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.125% | |||
Debt Issuance Costs, Gross | $ 6,700 |
Debt Detail of Interest Expense
Debt Detail of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Debt Instrument [Line Items] | ||||
Deferred Payment Obligation, Accrued Interest Payment | $ 2,011 | $ 2,007 | $ 4,022 | $ 4,007 |
Amortization of Debt Issuance Costs (DIC) and Original Issue Discount (OID) | 1,343 | 1,313 | 2,633 | 3,396 |
Interest Expense, Other | 9 | 118 | 116 | 153 |
Interest Expense | 20,958 | 14,753 | 39,705 | 32,581 |
Secured Debt | Term Loan A | ||||
Debt Instrument [Line Items] | ||||
Interest Expense, Debt | 9,394 | 7,253 | 18,171 | 12,759 |
Secured Debt | Term Loan B | ||||
Debt Instrument [Line Items] | ||||
Interest Expense, Debt | 3,518 | 3,989 | 6,791 | 11,963 |
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Interest Expense, Debt | 199 | 73 | 199 | 303 |
Senior Notes | Senior Notes due 2025 | ||||
Debt Instrument [Line Items] | ||||
Interest Expense, Debt | $ 4,484 | $ 0 | $ 7,773 | $ 0 |
Derivatives Derivatives (Detail
Derivatives Derivatives (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | |
Other Noncurrent Assets | ||
Derivative [Line Items] | ||
Fair value of derivative assets | $ 0.2 | $ 0.2 |
Other Current Liabilities | ||
Derivative [Line Items] | ||
Fair value of derivative liabilities | 0.7 | 0.7 |
Other Noncurrent Liabilities | ||
Derivative [Line Items] | ||
Fair value of derivative liabilities | 0.5 | 0.5 |
Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Swap | ||
Derivative [Line Items] | ||
Notional amount | 450 | 450 |
Loss recognized in AOCI | 0.1 | 0.6 |
Amounts reclassified into earnings | 0 | 0 |
Ineffectiveness recognized in earnings | 0 | 0 |
Estimate of amount to be reclassified over the next 12 months | $ 0.8 | $ 0.8 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 33.20% | 35.70% | 33.90% | 38.10% |
Excess Tax Benefit from Share-based Compensation, Operating Activities | $ 2,400 | $ 9,289 | $ 8,315 | |
Statutory rate | 35.00% | 35.00% | ||
Income Tax Examination, Estimate of Possible Loss | $ 10,800 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jan. 24, 2017 |
Other Liabilities Disclosure [Abstract] | ||||
Deferred rent | $ 72,380 | $ 63,854 | ||
Postretirement benefit obligations | 125,899 | 123,492 | ||
Other | 41,669 | 40,593 | ||
Total other long-term liabilities | 239,948 | 227,939 | ||
Long-term disability obligation | $ 22,500 | 22,500 | ||
Aquilent | ||||
Business Acquisition [Line Items] | ||||
Acquisition-related contingent consideration | $ 3,576 | $ 3,600 | $ 3,600 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |||||
Employer Matching Contribution, Percent of Match | 6.00% | ||||
Employees’ Capital Accumulation Plan, Total expense recognized | $ 30,700,000 | $ 27,900,000 | $ 61,800,000 | $ 56,700,000 | |
Employees’ Capital Accumulation Plan, Company-paid contributions | 15,500,000 | 15,500,000 | 31,100,000 | 30,800,000 | |
Supplemental Employee Retirement Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Deferred Compensation Arrangement with Individual, Annual Cash Award Granted per Year of Service, Amount | 10,000 | ||||
Officer Medical Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 1,116,000 | 1,213,000 | 2,232,000 | 2,426,000 | |
Interest cost | 1,252,000 | 1,196,000 | 2,504,000 | 2,391,000 | |
Net actuarial loss | 568,000 | 762,000 | 1,135,000 | 1,525,000 | |
Total benefit cost | 2,936,000 | $ 3,171,000 | 5,871,000 | $ 6,342,000 | |
Defined benefit plan, unfunded status of plan | $ 121,100,000 | $ 121,100,000 | $ 118,100,000 |
Accumulated Other Comprehensi54
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning of period | $ (17,224) | $ (19,156) | $ (17,077) | $ (19,613) |
Other comprehensive income (loss) before reclassifications | (124) | 0 | (634) | 0 |
Amounts reclassified from accumulated other comprehensive loss | 361 | 457 | 724 | 914 |
Net current-period other comprehensive loss | 237 | 457 | 90 | 914 |
End of period | (16,987) | (18,699) | (16,987) | (18,699) |
Post-retirement plans | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning of period | (16,714) | (19,156) | (17,077) | (19,613) |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss | 361 | 457 | 724 | 914 |
Net current-period other comprehensive loss | 361 | 457 | 724 | 914 |
End of period | (16,353) | (18,699) | (16,353) | (18,699) |
Derivatives designated as cash flow hedges | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning of period | (510) | 0 | 0 | 0 |
Other comprehensive income (loss) before reclassifications | (124) | 0 | (634) | 0 |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 | 0 |
Net current-period other comprehensive loss | (124) | 0 | (634) | 0 |
End of period | (634) | $ 0 | (634) | $ 0 |
Other comprehensive income (loss) before reclassifications, tax | $ 100 | $ 400 |
Accumulated Other Comprehensi55
Accumulated Other Comprehensive Loss (Reclassifications out of Accumulated Other Comprehensive Loss to Net Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ||||
Tax benefit | $ 35,178 | $ 34,917 | $ 77,116 | $ 80,464 |
Reclassification out of Accumulated Other Comprehensive Income | Post-retirement plans | ||||
Reclassification out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total before tax | 596 | 762 | 1,193 | 1,525 |
Tax benefit | (235) | (305) | 469 | 611 |
Net of tax | $ 361 | $ 457 | $ 724 | $ 914 |
Stockholders' Equity (Common St
Stockholders' Equity (Common Stock Shares Activity) (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Mar. 31, 2017 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Treasury stock, shares, beginning of period | 7,013,777 | 5,398,596 | ||
Treasury stock, shares, end of period | 11,633,345 | 7,013,777 | ||
Repurchase of common stock | 4,619,568 | [1] | 1,615,181 | [2] |
Common stock, Class A | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock, shares issued, beginning of period | 155,901,485 | 153,391,058 | ||
Issuance of common stock | 581,174 | 578,932 | ||
Stock options exercised | 741,708 | 1,931,495 | ||
Common stock, shares issued, end of period | 157,224,367 | 155,901,485 | ||
Repurchase of common stock | 4,500,000 | 1,300,000 | ||
Repurchase of common stock, value, cost method | $ 154 | $ 46.4 | ||
[1] | (2)During fiscal 2018, the Company purchased 4.5 million shares of the Company’s Class A Common Stock in a series of open market transactions for $154.0 million. Additionally, the Company repurchased shares during the first quarter of fiscal 2018 to cover the minimum statutory withholding taxes on restricted stock awards and restricted stock units that vested on June 30, 2017. | |||
[2] | During fiscal 2017, the Company purchased 1.3 million shares of the Company’s Class A Common Stock in a series of open market transactions for $46.4 million. Additionally, the Company repurchased shares during fiscal 2017 to cover the minimum statutory withholding taxes on restricted stock awards and restricted stock units that vested on March 31, 2017. The Company also repurchased shares to cover the minimum statutory withholding taxes on restricted stock for departing officers |
Stockholders' Equity (Employee
Stockholders' Equity (Employee Stock Purchase Plan) (Details) - shares | 3 Months Ended | 83 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Common stock, Class A | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 63,298 | 2,055,650 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock-based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 6,346 | $ 4,692 | $ 11,595 | $ 10,581 |
Stock options | EIP | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 493 | 306 | 969 | 1,564 |
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 | 5,853 | 4,386 | 10,626 | 9,017 |
Cost of revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,847 | 1,190 | 3,306 | 2,698 |
General and administrative expenses | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 4,499 | $ 3,502 | $ 8,289 | $ 7,883 |
Stock-Based Compensation (Unrec
Stock-Based Compensation (Unrecognized Compensation) (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2017USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost related to unvested stock-based compensation agreements | $ 30,098 |
Unrecognized compensation cost, amortization period | 4 years 6 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 | $ 3,522 |
Unrecognized compensation cost, amortization period | 3 years 11 months 17 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 | $ 26,576 |
Unrecognized compensation cost, amortization period | 2 years 2 months 10 days |
Stock-Based Compensation (Sto60
Stock-Based Compensation (Stock Plans) (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 18, 2017 | Aug. 10, 2017 | Aug. 02, 2017 | Jul. 03, 2017 | Sep. 30, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost, amortization period | 4 years 6 months | ||||
Share Price | $ 35.93 | $ 32.67 | $ 34.02 | $ 32.55 | |
Stock options | EIP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options outstanding | 3,405,801 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number | 900,833 | ||||
Unrecognized compensation cost, amortization period | 3 years 11 months 17 days | ||||
Common stock, Class A | Restricted stock | EIP | |||||
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 | 51,887 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 1.7 | ||||
Common stock, Class A | Restricted stock units (RSUs) | EIP | |||||
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 | 5,147 | 6,531 | 264,465 | ||
Unrecognized compensation cost, amortization period | 3 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 0.2 | $ 0.2 | $ 8.6 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||
Sep. 30, 2017 | Mar. 31, 2017 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents invested in money market funds, net asset value, per share | $ 1 | |||
Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total cash and cash equivalents | $ 330,043 | $ 217,417 | ||
Derivative asset | 226 | |||
Total Other Assets | 226 | |||
Liabilities, Fair Value Disclosure, Recurring | 4,848 | 3,576 | ||
Derivative liability, current | 739 | |||
Derivative liability, noncurrent | 533 | |||
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 | 57,456 | 59,825 | ||
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 | [1] | 272,587 | 157,592 | |
Fair Value, Measurements, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total cash and cash equivalents | 257,949 | 59,825 | ||
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 | 57,456 | 59,825 | ||
Fair Value, Measurements, Recurring | Level 1 | Money market fund | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total cash and cash equivalents | [1] | 200,493 | ||
Fair Value, Measurements, Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total cash and cash equivalents | 72,094 | 157,592 | ||
Derivative asset | 226 | |||
Total Other Assets | 226 | |||
Liabilities, Fair Value Disclosure, Recurring | 1,272 | |||
Derivative liability, current | 739 | |||
Derivative liability, noncurrent | 533 | |||
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 | [1] | 72,094 | 157,592 | |
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 | ||
Liabilities, Fair Value Disclosure, Recurring | 3,576 | 3,576 | ||
Contingent Consideration | Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liabilities, Fair Value Disclosure, Recurring | 3,576 | 3,576 | [2] | |
Contingent Consideration | Fair Value, Measurements, Recurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liabilities, Fair Value Disclosure, Recurring | [2] | 3,576 | 3,576 | |
Other Noncurrent Liabilities | Fair Value, Measurements, Recurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration, liability, noncurrent | $ 3,600 | $ 3,600 | ||
[1] | Level 2 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. Therefore, the fair value approximates the carrying value. Depending on our short-term liquidity needs, we make regular transfers between money market funds and other cash equivalents. | |||
[2] | As discussed in Note 4, the Company recognized a contingent consideration liability in connection with the acquisition of Aquilent. As of September 30, 2017 and March 31, 2017, the estimated fair value of the contingent consideration liability was $3.6 million and was valued using probability-weighted cash flows, which is based on the use of Level 3 fair value measurement inputs. The liability is recorded in other long-term liabilities in the consolidated balance sheet. |
Related-Party Transactions (Det
Related-Party Transactions (Details) | Sep. 30, 2017USD ($) |
Affiliated Entity | Pledge Obligation | |
Related Party Transaction [Line Items] | |
Due to Affiliate, Current | $ 5,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | |
Contracts with U.S. government agencies or other U.S. government contractors | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 97.00% | 97.00% | 97.00% | 97.00% | |
Unfavorable Regulatory Action | |||||
Loss Contingencies [Line Items] | |||||
Liability for reductions and/or penalties from U.S Governement audits | $ 170.8 | $ 170.8 | $ 175.7 | ||
Financial Standby Letter of Credit | |||||
Concentration Risk [Line Items] | |||||
Guarantor Obligations, Current Carrying Value | 7.3 | 7.3 | 8.6 | ||
Guarantor Obligations, Liquidation Proceeds, Monetary Amount | 1.2 | 1.7 | |||
Guarantor Obligations, Facility | 10 | 10 | 10 | ||
Guarantor Obligations, Available Amount | $ 3.9 | $ 3.9 | $ 3.1 |
Commitments and Contingencies64
Commitments and Contingencies (Litigation) (Details) | Jan. 09, 2017claims | Apr. 16, 2015claims | Sep. 30, 2017claims | Sep. 30, 2016 | Sep. 30, 2017claims | Sep. 30, 2016 | Dec. 15, 2009claimsplaintiffs | Sep. 24, 2014claims | Sep. 23, 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 | 1 | 2 | 1 | 3 | |||||||
Loss contingencies, claims dismissed, number | 1 | 3 | |||||||||
Loss contingencies, claims settled, number | 1 | ||||||||||
Former stockholder litigation | United States District Court for Southern District of New York | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingencies, pending claims, number | 3 | 3 | |||||||||
Government Contracts Concentration Risk [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Concentration risk, percentage | 97.00% | 97.00% | 97.00% | 97.00% |
Subsequent Events Narrative (De
Subsequent Events Narrative (Details) - USD ($) $ in Millions | Nov. 02, 2017 | Sep. 30, 2017 |
Subsequent Event [Line Items] | ||
Stock Repurchase Program, Authorized Amount | $ 410 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Stock Repurchase Program, Authorized Amount | $ 610 | |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 301.4 |