Acquisitions

12 Months Ended

Jun. 30, 2011

Acquisitions

Acquisitions

NOTE 4. ACQUISITIONS

Year Ended June 30, 2011

During the year ended June 30, 2011, the Company completed acquisitions of three businesses that have added to the Company's portfolio of cyber security and information technology modernization solutions, two in the United States and one in the United Kingdom, as follows:

• On November 1, 2010, the acquisition of 100 percent of TechniGraphics, Inc., a United States-based company that provides imaging and geospatial services to the U.S. government;

• On November 1, 2010, the acquisition of 100 percent of Applied Systems Research, Inc, a United States-based company that provides technical services and products to the U.S. government; and

• On February 10, 2011, the acquisition of 100 percent of Chronotech b.v., a Dutch company specializing in advanced on-line applications for government and commercial organizations.

The combined initial purchase consideration to acquire these three businesses was approximately $132.5 million, of which $14.0 million was deposited into escrow accounts pending final determination of the net worth of the assets acquired and to secure the sellers' indemnification obligations for the United States-based acquisitions and approximately $1.5 million was retained by CACI Limited to secure the United Kingdom-based sellers' indemnification obligations (collectively, Indemnification Amounts). Remaining Indemnification Amounts, if any, at the end of the indemnification periods will be distributed to the Sellers. All remaining Indemnification Amounts, if any, are expected to be distributed to the sellers by February 2013.

Subsequent to the dates of the acquisitions, the Company and the Sellers of each company agreed on the net worth of the assets acquired in each acquisition and, as a result, the Company paid an additional $2.1 million of purchase consideration.

The Company has completed its detailed valuations of the assets acquired and liabilities assumed. Based on the Company's valuations, the total consideration of $134.6 million has been allocated to assets acquired, including identifiable intangible assets and goodwill, and liabilities assumed, as follows (in thousands):

Cash	$	2,773
Accounts receivable		12,070
Prepaid expenses and other current assets		1,267
Property and equipment		2,143
Customer contracts, customer relationships, non-compete agreements		37,913
Goodwill		98,800
Other assets		51
Accounts payable		(1,234	)
Accrued expenses and other current liabilities		(7,153	)
Long-term deferred taxes		(12,000	)
Total consideration paid	$	134,630

The value attributed to customer contracts, customer relationships and non-compete agreements is being amortized on an accelerated basis over periods ranging from four to 10 years.

During the year ended June 30, 2011, these three businesses generated $40.0 million of revenue from the dates of acquisition through the Company's fiscal year end.

Year Ended June 30, 2010

During the year ended June 30, 2010, the Company completed acquisitions of three businesses, two in the United States and one in the United Kingdom. The total consideration recorded to acquire these three businesses, including the amounts paid at closing, additional payments made subsequent to closing based on the final agreed net worth of the assets acquired in each acquisition, transaction costs paid, and the fair value at the date of each acquisition attributable to contingent consideration which may be paid to the sellers of each acquisition based on events to occur in the first two years subsequent to each acquisition date, was approximately $129.1 million. The Company recognized fair values of the assets acquired and liabilities assumed and allocated $83.0 million to goodwill and $48.2 million to other intangible assets, primarily customer relationships and acquired technologies, with the balance allocated to net tangible assets and liabilities assumed. These fair values represent management's calculations of the fair values as of the acquisition dates and are based on analysis of supporting information.

The maximum contingent consideration that could have been paid in connection of all three acquisition was $49.0 million, and the combined acquisition date fair value was $35.8 million. During the year ended June 30, 2011, $3.3 million of contingent consideration was earned and paid in connection with one of the acquisitions, and the remaining fair value of the contingent consideration liability recorded as of June 30, 2011 related to all three acquisitions is $20.8 million. This amount is included in other accrued expenses and current liabilities on the accompanying consolidated balance sheet. See Notes 12 and 22 for additional information.

Year Ended June 30, 2009

During the year ended June 30, 2009, the Company completed acquisitions of three businesses in the United Kingdom. The total consideration paid for these three businesses, including transaction costs, was $27.4 million, using exchange rates in effect on the date of each acquisition. The Company recognized fair values of the assets acquired and liabilities assumed and allocated $21.0 million to goodwill; $4.1 million to other intangible assets, primarily computer software and customer relationships; and $2.3 million to net tangible assets. These fair values represent management's calculations of the fair values as of the acquisition dates and are based on analysis of supporting information.

Two of the acquisitions contained provisions requiring that the Company pay additional consideration of up to a total of approximately $5.0 million, based upon events to occur subsequent to the acquisition date. During the year ended June 30, 2010, in connection with one of the acquisitions, it was determined that no additional consideration would be due. In connection with the other acquisition, additional consideration due, if any, will be determined as of the three year anniversary of the acquisition in January 2012.