We have an $875.0 million unsecured revolving credit facility ("Credit Facility"), which matures in December 2005. The
Credit Facility provides for unsecured borrowings at rates based on our credit rating. Currently, borrowings bear interest at
LIBOR (1.12% at June 30, 2003) plus .575%. The agreement contains certain covenants, including maintaining interest
coverage and debt to equity, as defined by the agreement. At June 30, 2003, we were in compliance with these covenants.
At June 30, 2003, we had $520.9 million of availability under our $875.0 million Credit Facility, after giving effect to
outstanding letters of credit of $176.4 million that secure certain contractual performance and other obligations. These letters
of credit reduce the availability of our Credit Facility. We had $177.7 million outstanding on our Credit Facility, which is
reflected in long term debt.
We have certain contracts, primarily in our state and local business that require us to provide a surety bond or a letter of
credit as a guarantee of performance. As of June 30, 2003, outstanding surety bonds of $302.7 million and $105.9 million of
our outstanding letters of credit secure our performance of contractual obligations with our clients. In general, we would only
be liable for the amount of these guarantees in the event of default in the performance of our obligations under each contract,
the probability of which we believe is remote. We believe that we have sufficient capacity in the surety markets and liquidity
from our cash flow and revolving credit facility to meet ongoing business needs and to respond to future requests for
proposals from state and local governments.
In August 2003, we announced an agreement to sell the majority of our federal government business to Lockheed Martin
Corporation for approximately $658 million, which includes $70 million payable pursuant to a five year non compete
agreement. Revenues from the federal business to be divested were approximately $685 million for fiscal 2003. We will
retain our business process outsourcing contract with the Department of Education, with current annual revenues of $172
million. Additionally, our commercial and state and local government operations will continue to serve as a subcontractor on
portions of the transferred business. In addition, we will acquire Lockheed Martin Corporation's commercial information
technology business, with trailing, recurring annual revenues of approximately $240 million, for approximately $107 million.
These transactions, which are subject to certain closing conditions, are expected to be completed during the second quarter of
fiscal 2004. The expected after tax proceeds from the divestiture will generally be used to pay down debt, fund our share
repurchase program, or for general corporate purposes.
On September 2, 2003, we announced that our Board of Directors authorized a share repurchase program of up to $500
million of our Class A common stock effective immediately. The program, which is open ended, will allow us to repurchase
our shares on the open market from time to time in accordance with the requirements of the SEC, including shares that could
be purchased pursuant to SEC Rule 10b5 1. The number of shares to be purchased and the timing of purchases will be based
on the level of cash and debt balances, general business conditions and other factors, including alternative investment
opportunities. We intend to fund the repurchase program from various sources, including, but not limited to, cash flow from
operations, borrowings under our existing revolving credit facility, and if consummated, proceeds from the sale of the
majority of our federal government business. As of September 12, 2003, we have repurchased 250,000 shares for a total cost
of approximately $12.6 million.
Our management believes that available cash and cash equivalents, together with cash generated from operations and available
borrowings under our Credit Facility, will provide adequate funds for our anticipated internal growth needs, including working
capital expenditures. Our management also believes that cash provided by operations will be sufficient to satisfy all existing
debt and other contractual obligations as they become due. However, we intend to continue our growth through acquisitions and
from time to time to engage in discussions with potential acquisition candidates. In order to pursue such opportunities, which
could require significant commitments of capital, we may be required to incur debt or to issue additional potentially dilutive
securities in the future. No assurance can be given as to our future acquisition and expansion opportunities and how such
opportunities will be financed.
Related Party Transactions
As of June 30, 2002, we held a minority preferred stock interest in DDH Aviation, Inc., a corporate airplane brokerage
company organized in 1997 ("DDH"). Our Chairman owns a majority voting interest in DDH and our President and General
Counsel, along with our Chairman were directors of DDH. At June 30, 2002, DDH had a $48 million line of credit with
Citicorp USA, Inc., for which we and our Chairman, in exchange for warrants to acquire additional voting stock, acted as