Acquisition

6 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

Acquisition

2. Acquisition

On November 15, 2013, CACI completed the acquisition of Six3 Systems Holdings II, Inc. (Six3 Systems). Six3 Systems provides highly specialized support to the national security community in the areas of cyber and signals intelligence; intelligence, surveillance, and reconnaissance; and intelligence operations. In connection with the acquisition, on November 15, 2013, CACI entered into a fifth amendment (the Amendment) to its credit agreement dated as of October 21, 2010 (the Credit Agreement). The Amendment modified the Credit Agreement to allow for the incurrence of $700 million in additional term loans and a $100 million increase in the revolving facility to finance the acquisition of Six3 Systems.

The initial purchase consideration paid at closing to acquire Six3 Systems was $820.0 million plus $25.8 million representing the estimated cash and net working capital adjustment, as defined in the agreement. Of the payment made at closing, $40.0 million was deposited into an escrow account pending final determination of the net cash and working capital acquired and to secure the sellers’ indemnification obligations (the Indemnification Amount). Any remaining Indemnification Amount at the end of the indemnification period not encumbered as a result of one or more indemnification claims will be distributed to the sellers.

CACI is in the process of finalizing its valuation of the assets acquired and liabilities assumed. The fair values assigned to the intangible assets acquired were based on preliminary estimates, assumptions, and other information compiled by management, including independent valuations that utilized established valuation techniques. Based on the Company’s provisional valuation, the total estimated consideration of $847.3 million, which includes an estimated final cash and net working capital adjustment of $1.4 million, has been allocated to assets acquired (including identifiable intangible assets and goodwill) and liabilities assumed (including deferred taxes on identifiable intangible assets that are not deductible for income tax purposes), as follows (in thousands):

Cash	$	10,166
Accounts receivable		80,615
Prepaid expenses and other current assets		17,551
Property and equipment		8,051
Customer contracts and customer relationships		164,300
Goodwill		702,747
Other assets		598
Accounts payable		(9,047	)
Accrued expenses and other current liabilities		(63,417	)
Long-term deferred tax liability		(64,275	)
Total estimated consideration	$	847,289

The estimated value attributed to customer contracts and customer relationships is being amortized on an accelerated basis over approximately 14 years. Of the value attributed to goodwill, customer contracts and customer relationships, $55.1 million is deductible for income tax purposes.

From the date of acquisition through December 31, 2013, Six3 Systems generated $48.9 million of revenue and $0.1 million of net income. Six3 Systems’ net income includes the impact of $2.8 million of amortization of customer contracts and customer relationships, as well as $0.8 million in expense associated with retention bonuses associated with retention agreements with certain Six3 executives. The agreements provide for a payment upon the one and two year anniversaries of the acquisition, dependent upon continued employment by the executive as an employee of the Company. Six3 Systems’ net income does not include the impact of acquisition-related expenses incurred by CACI.

CACI incurred $9.7 million of acquisition-related expenses during the three months ended December 31, 2013, including expenses and a loss on extinguishment associated with the additional indebtedness incurred in connection with the Amendment to the Credit Facility described above. These expenses are included in indirect costs and selling expenses. See Note 4 for additional information on the loss on extinguishment.

The following pro forma results are prepared for comparative purposes only and do not necessarily reflect the results that would have occurred had the acquisition occurred at the beginning of the years presented or the results which may occur in the future. The following unaudited pro forma results of operations assume the Six3 Systems acquisition had occurred on July 1, 2012 (in thousands except per share amounts):

	Six Months Ended December 31,
	2013		2012
Revenue	$	1,936,283	$	2,072,832
Net income		82,224		73,635
Basic earnings per share		3.52		3.21
Diluted earnings per share		3.28		3.10