CACI INTERNATIONAL INC /DE/, 10-Q filed on 2/5/2016
Quarterly Report
v3.3.1.900
Document And Entity Information - shares
6 Months Ended
Dec. 31, 2015
Feb. 02, 2016
Document And Entity Information [Abstract]    
Entity Registrant Name CACI INTERNATIONAL INC /DE/  
Entity Central Index Key 0000016058  
Trading Symbol caci  
Current Fiscal Year End Date --06-30  
Entity Filer Category Large Accelerated Filer  
Entity Common Stock, Shares Outstanding   24,252,671
Document Type 10-Q  
Document Period End Date Dec. 31, 2015  
Amendment Flag false  
Document Fiscal Year Focus 2016  
Document Fiscal Period Focus Q2  
v3.3.1.900
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Condensed Consolidated Statements Of Operations [Abstract]        
Revenue $ 830,437 $ 815,423 $ 1,652,879 $ 1,630,149
Costs of revenue:        
Direct costs 547,140 546,694 1,084,564 1,083,298
Indirect costs and selling expenses 213,144 204,406 418,844 405,233
Depreciation and amortization 14,670 16,795 29,481 34,031
Total costs of revenue 774,954 767,895 1,532,889 1,522,562
Income from operations 55,483 47,528 119,990 107,587
Interest expense and other, net 8,180 8,600 17,362 17,680
Income before income taxes 47,303 38,928 102,628 89,907
Income taxes 16,965 14,292 38,488 34,014
Net income 30,338 24,636 64,140 55,893
Noncontrolling interest   6   (121)
Net income attributable to CACI $ 30,338 $ 24,642 $ 64,140 $ 55,772
Basic earnings per share (in dollars per share) $ 1.25 $ 1.03 $ 2.65 $ 2.35
Diluted earnings per share (in dollars per share) $ 1.23 $ 1.01 $ 2.60 $ 2.30
Weighted-average basic shares outstanding (in shares) 24,246 23,890 24,227 23,728
Weighted-average diluted shares outstanding (in shares) 24,681 24,314 24,655 24,210
v3.3.1.900
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Consolidated Statements Of Comprehensive Income [Abstract]        
Net income $ 30,338 $ 24,636 $ 64,140 $ 55,893
Other comprehensive (loss) income:        
Foreign currency translation adjustment (3,337) (5,832) (7,747) (12,615)
Change in fair value of interest rate swap agreements, net of tax 3,832 (2,621) 798 (818)
Other comprehensive (loss) income, net of tax 495 (8,453) (6,949) (13,433)
Comprehensive income 30,833 16,183 57,191 42,460
Noncontrolling interest   6   (121)
Comprehensive income attributable to CACI $ 30,833 $ 16,189 $ 57,191 $ 42,339
v3.3.1.900
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)
$ in Thousands
Dec. 31, 2015
Jun. 30, 2015
Current assets:    
Cash and cash equivalents $ 68,997 $ 35,364
Accounts receivable, net 561,091 596,155
Deferred income taxes 4,393 10,350
Prepaid expenses and other current assets 41,177 34,591
Total current assets 675,658 676,460
Goodwill 2,203,668 2,189,816
Intangible assets, net 183,084 195,182
Property and equipment, net 59,441 63,689
Supplemental retirement savings plan assets 87,682 89,012
Accounts receivable, long-term 8,097 8,188
Other long-term assets 35,655 34,769
Total assets 3,253,285 3,257,116
Current liabilities:    
Current portion of long-term debt 38,965 38,965
Accounts payable 65,817 56,840
Accrued compensation and benefits 168,369 185,830
Other accrued expenses and current liabilities 126,156 118,046
Total current liabilities 399,307 399,681
Long-term debt, net of current portion 955,491 1,029,335
Supplemental retirement savings plan obligations, net of current portion 77,005 76,860
Deferred income taxes 217,423 210,587
Other long-term liabilities 59,216 60,381
Total liabilities $ 1,708,442 $ 1,776,844
COMMITMENTS AND CONTINGENCIES
Shareholders' equity:    
Preferred stock $0.10 par value, 10,000 shares authorized, no shares issued
Common stock $0.10 par value, 80,000 shares authorized; 41,685 shares issued and 24,250 outstanding at December 31, 2015 and 41,622 shares issued and 24,184 outstanding at June 30, 2015 $ 4,169 $ 4,162
Additional paid-in capital 555,346 547,979
Retained earnings 1,583,289 1,519,149
Accumulated other comprehensive loss (21,909) (14,960)
Treasury stock, at cost (17,435 and 17,438 shares, respectively) (576,187) (576,193)
Total CACI shareholders' equity 1,544,708 1,480,137
Noncontrolling interest 135 135
Total shareholders' equity 1,544,843 1,480,272
Total liabilities and shareholders' equity $ 3,253,285 $ 3,257,116
v3.3.1.900
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parentheticals) - $ / shares
shares in Thousands
Dec. 31, 2015
Jun. 30, 2015
Condensed Consolidated Balance Sheets [Abstract]    
Preferred stock, par value (in dollars per share) $ 0.10 $ 0.10
Preferred stock, shares authorized 10,000 10,000
Preferred stock, shares issued
Common stock, par value (in dollars per share) $ 0.10 $ 0.10
Common stock, shares authorized 80,000 80,000
Common stock, shares issued 41,685 41,622
Common stock, shares outstanding 24,250 24,184
Treasury stock, shares at cost 17,435 17,438
v3.3.1.900
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
$ in Thousands
6 Months Ended
Dec. 31, 2015
Dec. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income $ 64,140 $ 55,893
Reconciliation of net income to net cash provided by operating activities:    
Depreciation and amortization 29,481 34,031
Amortization of deferred financing costs 1,152 1,378
Stock-based compensation expense 8,473 6,194
Deferred income tax expense 12,045 15,355
Equity in earnings of unconsolidated ventures (98) (407)
Changes in operating assets and liabilities, net of effect of business acquisitions:    
Accounts receivable, net 35,216 (7,443)
Prepaid expenses and other assets (7,170) 630
Accounts payable and other accrued expenses 11,870 16,543
Accrued compensation and benefits (16,998) (9,945)
Income taxes payable and receivable (2,768) (18,318)
Supplemental retirement savings plan obligations and other long-term liabilities (647) (635)
Net cash provided by operating activities 134,696 93,276
CASH FLOWS FROM INVESTING ACTIVITIES    
Capital expenditures (7,642) (7,330)
Cash paid for business acquisitions, net of cash acquired (15,578)  
Net investments in unconsolidated joint ventures   460
Other (684) 636
Net cash used in investing activities (23,904) (6,234)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from borrowings under bank credit facilities, net of financing costs 154,488 148,222
Principal payments made under bank credit facilities (228,982) (263,750)
Proceeds from employee stock purchase plans 1,577 1,745
Repurchases of common stock (1,689) (1,776)
Payment of taxes for equity transactions (2,560) (6,401)
Other 1,395 2,600
Net cash used in financing activities (75,771) (119,360)
Effect of exchange rate changes on cash and cash equivalents (1,388) (1,269)
Net increase (decrease) in cash and cash equivalents 33,633 (33,587)
Cash and cash equivalents, beginning of period 35,364 64,461
Cash and cash equivalents, end of year 68,997 30,874
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION    
Cash paid during the period for income taxes, net of refunds 28,237 29,001
Cash paid during the period for interest 16,362 $ 16,818
Non-cash financing and investing activities:    
Accrued capital expenditures $ 266  
v3.3.1.900
Basis of Presentation
6 Months Ended
Dec. 31, 2015
Basis Of Presentation [Abstract]  
Basis of Presentation

1.

Basis of Presentation

The accompanying unaudited consolidated financial statements of CACI International Inc and subsidiaries (CACI or the Company) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and include the assets, liabilities, results of operations, comprehensive income and cash flows for the Company, including its subsidiaries and ventures that are more than 50 percent owned or otherwise controlled by the Company.  Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated in consolidation.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and amounts included in other current assets and current liabilities that meet the definition of a financial instrument approximate fair value because of the short-term nature of these amounts.  The fair value of the Company’s debt outstanding as of December 31, 2015 under its bank credit facility approximates its carrying value.  The fair value of the Company’s debt under its bank credit facility was estimated using Level 2 inputs based on market data of companies with a corporate rating similar to CACI’s that have recently priced credit facilities.  See Notes 6 and 12.

In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments and reclassifications (all of which are of a normal, recurring nature) that are necessary for the fair presentation of the periods presented.  It is suggested that these unaudited consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s latest annual report to the SEC on Form 10-K for the year ended June 30, 2015.  The results of operations for the three and six months ended December 31, 2015 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year.
v3.3.1.900
Acquisitions
6 Months Ended
Dec. 31, 2015
Business Combinations [Abstract]  
Acquisitions

2.

Acquisitions

On July 1, 2015, U.K. based CACI Limited acquired 100 percent of the outstanding shares of Rockshore Group Ltd (Rockshore) and this business integrated into the international operating segment.  Rockshore uses its expertise in data aggregation, event processing, and business logic integration to provide real-time event processing and situational awareness to the telecom, aviation, and rail sectors.

On December 4, 2015, the Company acquired 100 percent of the outstanding shares of a business in the United States which provides security technology services and will be integrated into the domestic operating segment.

The initial purchase price for these two acquisitions was $18.8 million with up to an additional $10.5 million of contingent consideration to be paid upon achieving certain metrics.  The Company recognized fair values of the assets acquired and liabilities assumed and allocated $18.5 million to goodwill and $5.4 million to intangible assets primarily related to customer relationships and technology related to the acquisitions.
v3.3.1.900
Recent Accounting Pronouncements
6 Months Ended
Dec. 31, 2015
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]  
Recent Accounting Pronouncements

3.

Recent Accounting Pronouncements

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which requires all deferred tax assets and liabilities to be classified as noncurrent on the balance sheet. The guidance in ASU 2015-17 is effective for the fiscal year, and interim periods within that fiscal year, beginning after December 15, 2016, with early adoption permitted.  ASU 2015-17 is not expected to have a material effect on the Company’s consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. Under the new standard, debt issuance costs related to a recognized debt liability are required to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance in ASU 2015-03 is effective for the fiscal year, and interim periods within that fiscal year, beginning after December 15, 2015.  ASU 2015-03 is not expected to have a material effect on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. On July 9, 2015, the FASB approved a one-year deferral of the effective date of ASU 2014-09 to annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2017, using either a full retrospective approach or a modified approach. Early adoption up to the original effective date is permitted. The Company is currently evaluating the impact that the adoption of ASU 2014-09 may have on the Company’s consolidated financial statements and has not yet determined the method by which the Company will adopt the standard.

v3.3.1.900
Intangible Assets
6 Months Ended
Dec. 31, 2015
Intangible Assets [Abstract]  
Intangible Assets

4.

Intangible Assets

Intangible assets consisted of the following (in thousands):

 

 

 

December 31,

 

 

June 30,

 

 

 

2015

 

 

2015

 

Customer contracts and related customer relationships

 

$

524,067

 

 

$

520,213

 

Acquired technologies

 

 

27,848

 

 

 

27,177

 

Covenants not to compete

 

 

3,380

 

 

 

3,417

 

Other

 

 

1,569

 

 

 

1,581

 

Intangible assets

 

 

556,864

 

 

 

552,388

 

 

 

 

 

 

 

 

 

 

Customer contracts and related customer relationships

 

 

(344,223

)

 

 

(328,217

)

Acquired technologies

 

 

(25,254

)

 

 

(24,728

)

Covenants not to compete

 

 

(3,266

)

 

 

(3,241

)

Other

 

 

(1,037

)

 

 

(1,020

)

Less accumulated amortization

 

 

(373,780

)

 

 

(357,206

)

Total intangible assets, net

 

$

183,084

 

 

$

195,182

 

 

Intangible assets are primarily amortized on an accelerated basis over periods ranging from one to fifteen years.  The weighted-average period of amortization for all customer contracts and related customer relationships as of December 31, 2015 is 13.4 years, and the weighted-average remaining period of amortization is 10.7 years.  The weighted-average period of amortization for acquired technologies as of December 31, 2015 is 10.0 years, and the weighted-average remaining period of amortization is 5.4 years.

Expected amortization expense for the remainder of the fiscal year ending June 30, 2016, and for each of the fiscal years thereafter, is as follows (in thousands):

 

Fiscal year ending June 30,

 

Amount

 

2016 (six months)

 

$

16,200

 

2017

 

 

30,247

 

2018

 

 

26,245

 

2019

 

 

21,771

 

2020

 

 

17,837

 

Thereafter

 

 

70,784

 

Total intangible assets, net

 

$

183,084

 

v3.3.1.900
Goodwill
6 Months Ended
Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill

5.

Goodwill 

The changes in the carrying amount of goodwill for the year ended June 30, 2015 and the six months ended December 31, 2015 are as follows (in thousands):

 

Balance at June 30, 2014

 

$

2,188,569

 

Goodwill acquired

 

 

8,946

 

Foreign currency translation

 

 

(7,699

)

Balance at June 30, 2015

 

 

2,189,816

 

Goodwill acquired

 

 

18,509

 

Foreign currency translation

 

 

(4,657

)

Balance at December 31, 2015

 

$

2,203,668

 

v3.3.1.900
Long-term Debt
6 Months Ended
Dec. 31, 2015
Long-Term Debt [Abstract]  
Long-term Debt

6.

Long-term Debt 

Long-term debt consisted of the following (in thousands):

 

 

 

December 31,

 

 

June 30,

 

 

 

2015

 

 

2015

 

Bank credit facility – term loans

 

$

759,814

 

 

$

779,297

 

Bank credit facility – revolver loans

 

 

240,000

 

 

 

295,000

 

Principal amount of long-term debt

 

 

999,814

 

 

 

1,074,297

 

Less unamortized debt issuance costs

 

 

(5,358

)

 

 

(5,997

)

Total long-term debt

 

 

994,456

 

 

 

1,068,300

 

Less current portion

 

 

(38,965

)

 

 

(38,965

)

Long-term debt, net of current portion

 

$

955,491

 

 

$

1,029,335

 

Bank Credit Facility

The Company has a $1,681.3 million credit facility (the Credit Facility), which consists of an $850.0 million revolving credit facility (the Revolving Facility) and an $831.3 million term loan (the Term Loan). The Revolving Facility has subfacilities of $75.0 million for same-day swing line loan borrowings and $25.0 million for stand-by letters of credit.  At any time and so long as no default has occurred, the Company has the right to increase the Revolving Facility or the Term Loan in an aggregate principal amount of up to the greater of $400.0 million or an amount subject to 2.75 times senior secured leverage, calculated assuming the Revolving Facility is fully drawn, with applicable lender approvals.  The Credit Facility is available to refinance existing indebtedness and for general corporate purposes, including working capital expenses and capital expenditures.

The Revolving Facility is a secured facility that permits continuously renewable borrowings of up to $850.0 million. As of December 31, 2015, the Company had $240.0 million outstanding under the Revolving Facility, no borrowings on the swing line and an outstanding letter of credit of $0.4 million.  The Company pays a quarterly facility fee for the unused portion of the Revolving Facility.

The Term Loan is a five-year secured facility under which principal payments are due in quarterly installments of $9.7 million through June 30, 2018 and $19.5 million thereafter until the balance is due in full on June 1, 2020. As of December 31, 2015, the Company had $759.8 million outstanding under the Term Loan.

The interest rates applicable to loans under the Credit Facility are floating interest rates that, at the Company’s option, equal a base rate or a Eurodollar rate plus, in each case, an applicable rate based upon the Company’s consolidated total leverage ratio.  As of December 31, 2015, the effective interest rate, including the impact of the Company’s floating-to-fixed interest rate swap agreements and excluding the effect of amortization of debt financing costs, for the outstanding borrowings under the Credit Facility was 2.9 percent. 
The Credit Facility requires the Company to comply with certain financial covenants, including a maximum senior secured leverage ratio, a maximum total leverage ratio and a minimum fixed charge coverage ratio.  The Credit Facility also includes customary negative covenants restricting or limiting the Company’s ability to guarantee or incur additional indebtedness, grant liens or other security interests to third parties, make loans or investments, transfer assets, declare dividends or redeem or repurchase capital stock or make other distributions, prepay subordinated indebtedness and engage in mergers, acquisitions or other business combinations, in each case except as expressly permitted under the Credit Facility.  As of December 31, 2015, the Company was in compliance with all of the financial covenants.  A majority of the Company’s assets serve as collateral under the Credit Facility.

The Company has capitalized $11.3 million of debt issuance costs associated with the Sixth Amendment Credit Facility as of April 22, 2015. All debt issuance costs are being amortized from the date incurred to the expiration date of the Credit Facility. As of December 31, 2015, $5.4 million of the unamortized balance is included in long-term debt and $4.2 million is included in other long-term assets.

Convertible Notes Payable

Effective May 16, 2007, the Company issued at par value $300.0 million convertible notes (the Convertible Notes) which matured on May 1, 2014. Upon maturity, the aggregate conversion value was $406.8 million. Accordingly, the Company paid note holders the outstanding principal value totaling $300.0 million in cash and issued approximately 1.4 million shares of our common stock for the remaining aggregate conversion value. Concurrently with the issuance of our common stock upon conversion, the Company received 1.4 million shares of our common stock pursuant to the terms of the call option hedge transaction described below. The Company included these shares within treasury stock on our consolidated balance sheet.

In connection with the issuance of the Convertible Notes in May 2007, we entered into separate call option hedge and warrant transactions to reduce the potential dilutive impact upon the conversion of the Convertible Notes. The Call Options and the Warrants (each as defined below) are separate and legally distinct instruments that bind CACI and the counterparties and have no binding effect on the holders of the Convertible Notes.

Call Options and Warrants

The Company purchased in a private transaction at a cost of $84.4 million call options (the Call Options) to purchase approximately 5.5 million shares of its common stock at a price equal to the conversion price of $54.65 per share. The cost of the Call Options was recorded as a reduction of additional paid-in capital. The Call Options allowed CACI to receive shares of its common stock from the counterparties equal to the amount of common stock related to the excess conversion value that CACI would pay the holders of the Convertible Notes upon conversion. The Company exercised the call options upon the maturity and conversion of the Convertible Notes and received 1.4 million shares of our common stock.

In addition, the Company sold warrants (the Warrants) to issue approximately 5.5 million shares of CACI common stock at a strike price of $68.31 per share. The proceeds from the sale of the Warrants totaled $56.5 million and were recorded as an increase to additional paid-in capital. The Warrants settled daily over 90 trading days which began in August 2014 and ended in December 2014.  We issued 497,550 shares for settlement of the Warrants.

Cash Flow Hedges

The Company periodically uses derivative financial instruments as part of a strategy to manage exposure to market risks associated with interest rate fluctuations.  The Company has entered into several floating-to-fixed interest rate swap agreements for an aggregate notional amount of $600.0 million which hedge a portion of the Company’s floating rate indebtedness.  The swaps mature at various dates through 2020.  The Company has designated the swaps as cash flow hedges. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The interest rate swap agreements are highly correlated to the changes in interest rates to which the Company is exposed. Unrealized gains and losses on these swaps are designated as effective or ineffective. The effective portion of such gains or losses is recorded as a component of accumulated other comprehensive income or loss, while the ineffective portion of such gains or losses is recorded as a component of interest expense. Realized gains and losses in connection with each required interest payment are reclassified from accumulated other comprehensive income or loss to interest expense.  The Company does not hold or issue derivative financial instruments for trading purposes.

 

 

The effect of derivative instruments in the consolidated statements of operations and accumulated other comprehensive loss for the three and six months ended December 31, 2015 and 2014 is as follows (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Gain (loss) recognized in other comprehensive income

 

$

1,440

 

 

$

(4,219

)

 

$

(4,016

)

 

$

(4,014

)

Amounts reclassified to earnings from accumulated other

   comprehensive loss

 

 

2,392

 

 

 

1,598

 

 

 

4,814

 

 

 

3,196

 

Net current period other comprehensive income (loss)

 

$

3,832

 

 

$

(2,621

)

 

$

798

 

 

$

(818

)

 

The aggregate maturities of long-term debt at December 31, 2015 are as follows (in thousands):

 

Twelve months ending December 31,

 

 

 

 

2016

 

$

38,965

 

2017

 

 

38,965

 

2018

 

 

58,447

 

2019

 

 

77,930

 

2020

 

 

785,507

 

Principal amount of long-term debt

 

 

999,814

 

Less unamortized debt issuance costs

 

 

(5,358

)

Total long-term debt

 

$

994,456

 

v3.3.1.900
Commitments and Contingencies
6 Months Ended
Dec. 31, 2015
Commitments And Contingencies [Abstract]  
Commitments and Contingencies

7.

Commitments and Contingencies 

The Company is involved in various lawsuits, claims, and administrative proceedings arising in the normal course of business. Management is of the opinion that any liability or loss associated with such matters, either individually or in the aggregate, will not have a material adverse effect on the Company’s operations and liquidity.

Government Contracting

Payments to the Company on cost-plus-fee and time-and-materials contracts are subject to adjustment upon audit by the Defense Contract Audit Agency (DCAA) and other government agencies that do not utilize DCAA’s services. The DCAA is currently nearing completion of its audit of the Company’s incurred cost submissions for the years ended June 30, 2009 and 2010, and an intelligence agency is currently nearing completion of its audit of direct costs on selected contracts through our fiscal year ended June 30, 2012.  In the opinion of management, adjustments that may result from these audits and the audits not yet started are not expected to have a material effect on the Company’s financial position, results of operations, or cash flows as the Company has accrued its best estimate of potential disallowances. Additionally, the DCAA continually reviews the cost accounting and other practices of government contractors, including the Company. In the course of those reviews, cost accounting and other issues are identified, discussed and settled.

On March 26, 2012, the Company received a subpoena from the Defense Criminal Investigative Service seeking documents related to one of the Company’s contracts for the period of January 1, 2007 through March 26, 2012.  The Company is providing documents responsive to the subpoena and cooperating fully with the government’s investigation.  The Company has accrued its current best estimate of the potential outcome within its estimated range of zero to $1.8 million.

On April 9, 2012, the Company received a letter from the Department of Justice (DoJ) informing the Company that the DoJ is investigating whether the Company violated the civil False Claims Act by submitting false claims to receive federal funds pursuant to a GSA contract.  Specifically, the DoJ is investigating whether the Company failed to comply with contract requirements and applicable regulations by improperly billing for certain contracting personnel under the contract.  The Company has not accrued any liability as based on its present knowledge of the facts, it does not believe an unfavorable outcome is probable.

 

We are pursuing an appeal at the ASBCA of a determination made by the Army Contracting Command in response to an audit performed on behalf of the Special Inspector General for Afghanistan Reconstruction (SIGAR) of two task orders under which we performed work in Afghanistan.  We are appealing the Army’s determination that our methods for computing employee danger pay were incorrect, and needs to be changed.  The Company has accrued its current best estimate of the settlement with the Army for $0.1 million; however, in view of the inherent difficulty of predicting the outcome of the appeal the Company is unable to reasonably estimate a range of possible losses.

German Value-Added Taxes

The Company is under audit by the German tax authorities for issues related to value-added tax returns.  At this time, the Company has not been assessed any deficiency and, based on sound factual and legal precedent, believes it is in compliance with the applicable value-added tax regulations.  The Company has not accrued any liability for this matter because an unfavorable outcome is not considered probable.  The Company estimates the range of reasonably possible losses to be from zero to $3.5 million.

Virginia Sales and Use Tax Audit

The Company is under audit for sales and use tax related issues by the Commonwealth of Virginia. The Company has accrued its current best estimate of the potential outcome within its estimated range of $2.9 million to $5.2 million.

v3.3.1.900
Stock-Based Compensation
6 Months Ended
Dec. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-Based Compensation

8.

Stock-Based Compensation

Stock-based compensation expense recognized, together with the income tax benefits recognized, is as follows (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Total stock-based compensation related to RSUs included

   in indirect costs and selling expense

 

$

4,835

 

 

$

3,574

 

 

$

8,473

 

 

$

6,194

 

Income tax benefit recognized for stock-based

   compensation expense

 

$

1,734

 

 

$

1,312

 

 

$

3,177

 

 

$

2,346

 

 

Under the terms of its 2006 Stock Incentive Plan (the 2006 Plan), the Company may issue, among others, non-qualified stock options, restricted stock, RSUs, SSARs, and performance awards, collectively referred to herein as equity instruments. During the periods presented all equity instrument grants were made in the form of RSUs.  Other than performance-based RSUs (PRSUs) which contain a market-based element, the fair value of RSU grants was determined based on the closing price of a share of the Company’s common stock on the date of grant. The fair value of RSUs with market-based vesting features was also measured on the grant date, but was done so using a binomial lattice model.

In September 2014, the Company made its annual grant to key employees consisting of 180,570 PRSUs.  The final number of such PRSUs that are earned by participants and vest is based on the achievement of a specified earnings per share (EPS) for the year ended June 30, 2015 and on the average share price of Company stock for the 90 day period ending September 23, 2015, 2016 and 2017 as compared to the average share price for the 90 day period ended September 23, 2014.  The specified EPS for the year ended June 30, 2015 was met and the average share price of the Company’s stock for the 90 day period ending September 23, 2015 exceeded the average share price of the Company’s stock for the 90 day period ended September 23, 2014 resulting in an additional 7,884 RSUs earned by participants.

Annual grants under the 2006 Plan are generally made to the Company’s key employees during the first quarter of the Company’s fiscal year and to members of the Company’s Board of Directors during the second quarter of the Company’s fiscal year. With the approval of its Chief Executive Officer, the Company also issues equity instruments to strategic new hires and to employees who have demonstrated superior performance.  In September 2015, the Company made its annual grant to its key employees consisting of 208,160 PRSUs.  The final number of such performance-based RSUs which will be considered earned by the participants and eventually vest is based on the achievement of a specified earnings per share (EPS) for the year ending June 30, 2016 and on the average share price of Company stock for the 90 day period ending September 18, 2016, 2017 and 2018 as compared to the average share price for the 90 day period ended September 18, 2015.  No PRSUs will be earned if the specified EPS for the fiscal year ending June 30, 2016 is not met.  If EPS for the year ending June 30, 2016 exceeds the specified EPS and the average share price of the Company’s stock for the 90 day period ending September 18, 2016, 2017 and 2018 exceeds the average share price of the Company’s stock for the 90 day period ended September 18, 2015 by 100 percent or more, then an additional 208,160 RSUs could be earned by participants.   This is the maximum number of additional RSUs that can be earned related to the September 2015 annual grant.  In addition to the performance and market conditions, there is a service vesting condition which stipulates that 50 percent of the earned award will vest on September 18, 2018 and 50 percent of the earned award will vest on September 18, 2019, in both cases dependent upon continuing service by the grantee as an employee of the Company, unless the grantee is eligible for earlier vesting upon retirement or certain other events. 

The total number of shares authorized by shareholders for grants under the 2006 Plan and its predecessor plan is 12,450,000 as of December 31, 2015. The aggregate number of grants that may be made may exceed this approved amount as forfeited SSARs, stock options, restricted stock and RSUs, and vested but unexercised SSARs and stock options that expire, become available for future grants. As of December 31, 2015, cumulative grants of 13,752,970 equity instruments underlying the shares authorized have been awarded, and 4,191,958 of these instruments have been forfeited.

Activity related to SSARs/non-qualified stock options and RSUs during the six months ended December 31, 2015 is as follows:

 

 

 

SSARs/

Non-qualified

Stock Options

 

 

RSUs

 

Outstanding, June 30, 2015

 

 

42,660

 

 

 

864,566

 

Granted

 

 

 

 

 

264,807

 

Exercised/Issued

 

 

(35,860

)

 

 

(78,078

)

Forfeited/Lapsed

 

 

(6,800

)

 

 

(28,223

)

Outstanding, December 31, 2015

 

 

 

 

 

1,023,072

 

Weighted-average grant date fair value for RSUs

 

 

 

 

 

$

80.16

 

 

As of December 31, 2015, there was $37.0 million of total unrecognized compensation costs related to RSUs scheduled to be recognized over a weighted-average period of 2.8 years.

v3.3.1.900
Earnings Per Share
6 Months Ended
Dec. 31, 2015
Earnings Per Share [Abstract]  
Earnings Per Share

9.

Earnings Per Share

ASC 260, Earnings Per Share (ASC 260), requires dual presentation of basic and diluted earnings per share on the face of the income statement. Basic earnings per share excludes dilution and is computed by dividing income by the weighted-average number of common shares outstanding for the period.  Diluted earnings per share reflects potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock but not securities that are anti-dilutive, including stock options and SSARs with an exercise price greater than the average market price of the Company’s common stock. Using the treasury stock method, diluted earnings per share include the incremental effect of SSARs, stock options, restricted shares, and those RSUs that are no longer subject to a market or performance condition.  There were no anti-dilutive common stock equivalents for the three or six months ended December 31, 2014 and 2015.  The PRSUs granted in September 2015 are excluded from the calculation of diluted earnings per share as the underlying shares are considered to be contingently issuable shares.  These shares will be included in the calculation of diluted earnings per share beginning in the first reporting period in which the performance metric is achieved.  The Warrants were included in the computation of diluted earnings per share during the three and six months ended December 31, 2014 because the strike price was lower than the average market price of a share of the Company stock during the period.  The chart below shows the calculation of basic and diluted earnings per share (in thousands, except per share amounts):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Net income attributable to CACI

 

$

30,338

 

 

$

24,642

 

 

$

64,140

 

 

$

55,772

 

Weighted-average number of basic shares outstanding

   during the period

 

 

24,246

 

 

 

23,890

 

 

 

24,227

 

 

 

23,728

 

Dilutive effect of SSARs/stock options and RSUs after

   application of treasury stock method

 

 

435

 

 

 

331

 

 

 

428

 

 

 

370

 

Dilutive effect of the Warrants

 

 

 

 

 

93

 

 

 

 

 

 

112

 

Weighted-average number of diluted shares outstanding

   during the period

 

 

24,681

 

 

 

24,314

 

 

 

24,655

 

 

 

24,210

 

Basic earnings per share

 

$

1.25

 

 

$

1.03

 

 

$

2.65

 

 

$

2.35

 

Diluted earnings per share

 

$

1.23

 

 

$

1.01

 

 

$

2.60

 

 

$

2.30

 

v3.3.1.900
Income Taxes
6 Months Ended
Dec. 31, 2015
Income Tax Disclosure [Abstract]  
Income Taxes

10.

Income Taxes

The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions. Tax statutes and regulations within each jurisdiction are subject to interpretation and require the application of significant judgment.  The Company is currently under examination by one foreign jurisdiction for the year ended June 30, 2012 and the IRS for the 2011 through 2013 pre-acquisition years of a Company subsidiary.  The Company does not expect the resolution of these examinations to have a material impact on its results of operations, financial condition or cash flows.

The Company’s total liability for unrecognized tax benefits as of December 31, 2015 and June 30, 2015 was $0.6 million and $6.2 million, respectively. Of the $0.6 million unrecognized tax benefit at December 31, 2015, $0.5 million, if recognized, would impact the Company’s effective tax rate.  During the six months ended December 31, 2015, unrecognized tax benefits decreased because the Company settled its U.K. audit with the local tax authorities.

v3.3.1.900
Business Segment Information
6 Months Ended
Dec. 31, 2015
Business Segment Information [Abstract]  
Business Segment Information

11.

Business Segment Information

The Company reports operating results and financial data in two segments: domestic operations and international operations. Domestic operations provide information solutions and services to its customers. Its customers are primarily U.S. federal government agencies. Other customers of the Company’s domestic operations include state and local governments and commercial enterprises.  The Company places employees in locations around the world in support of its clients. International operations offer services to both commercial and non-U.S. government customers primarily within the Company’s business systems and enterprise IT markets. The Company evaluates the performance of its operating segments based on net income attributable to CACI. Summarized financial information concerning the Company’s reportable segments is as follows (in thousands):

 

 

 

Domestic

 

 

International

 

 

Total

 

Three Months Ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

793,542

 

 

$

36,895

 

 

$

830,437

 

Net income attributable to CACI

 

 

26,628

 

 

 

3,710

 

 

 

30,338

 

Three Months Ended December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

779,352

 

 

$

36,071

 

 

$

815,423

 

Net income attributable to CACI

 

 

21,531

 

 

 

3,111

 

 

 

24,642

 

Six Months Ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

1,579,220

 

 

$

73,659

 

 

$

1,652,879

 

Net income attributable to CACI

 

 

57,766

 

 

 

6,374

 

 

 

64,140

 

Six Months Ended December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

1,558,883

 

 

$

71,266

 

 

$

1,630,149

 

Net income attributable to CACI

 

 

50,217

 

 

 

5,555

 

 

 

55,772

 

v3.3.1.900
Fair Value of Financial Instruments
6 Months Ended
Dec. 31, 2015
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments

12.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.  Fair value is the price that would be received to sell an asset or paid to transfer a liability between market participants in an orderly transaction.  The market in which the reporting entity would sell the asset or transfer the liability with the greatest volume and level of activity for the asset or liability is known as the principal market.  When no principal market exists, the most advantageous market is used.  This is the market in which the reporting entity would sell the asset or transfer the liability with the price that maximizes the amount that would be received or minimizes the amount that would be paid.  Fair value is based on assumptions market participants would make in pricing the asset or liability.  Generally, fair value is based on observable quoted market prices or derived from observable market data when such market prices or data are available.  When such prices or inputs are not available, the reporting entity should use valuation models.

The Company’s financial assets and liabilities recorded at fair value on a recurring basis are categorized based on the priority of the inputs used to measure fair value. The inputs used in measuring fair value are categorized into three levels, as follows:

 

·

Level 1 Inputs – unadjusted quoted prices in active markets for identical assets or liabilities.

 

·

Level 2 Inputs – unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

·

Level 3 Inputs – amounts derived from valuation models in which unobservable inputs reflect the reporting entity’s own assumptions about the assumptions of market participants that would be used in pricing the asset or liability. 

The Company’s financial instruments measured at fair value included interest rate swap agreements and contingent consideration in connection with business combinations.  The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 and June 30, 2015, and the level they fall within the fair value hierarchy (in thousands):

 

 

 

 

 

 

 

December 31,

 

 

June 30,

 

 

 

Financial Statement

 

Fair Value

 

2015

 

 

2015

 

Description of Financial Instrument

 

Classification

 

Hierarchy

 

Fair Value

 

Contingent consideration

 

Other long-term liabilities

 

Level 3

 

$

7,514

 

 

$

 

Interest rate swap agreements

 

Other long-term liabilities

 

Level 2

 

$

10,412

 

 

$

11,728

 

Changes in the fair value of the interest rate swap agreements are recorded as a component of accumulated other comprehensive income or loss.

Both of the acquisitions completed during the six months ended December 31, 2015 (see Note 2) contained provisions requiring that the Company pay contingent consideration in the event the acquired businesses achieved certain specified earnings results during the two and three year periods subsequent to each acquisition. The Company determined the fair value of the contingent consideration as of each acquisition date using a valuation model which included the evaluation of the most likely outcome and the application of an appropriate discount rate.  At the end of each reporting period, the fair value of the contingent consideration was remeasured and any changes were recorded in indirect costs and selling expenses.  During the six months ended December 31, 2015, this remeasurement did not result in a significant change to the liability recorded.
v3.3.1.900
Subsequent Events
6 Months Ended
Dec. 31, 2015
Subsequent Events [Abstract]  
Subsequent Events

13.

Subsequent Events

 

On February 1, 2016, CACI completed the acquisition of L-3 National Security Solutions, Inc. and L-3 Data Tactics, Inc. (together, “NSS”) for a purchase price of $550.0 million in cash, subject to adjustments for working capital and certain other items.  NSS is a prime mission partner to Department of Defense (DoD), intelligence agencies, and the U.S. Federal Civilian Government and employs approximately 4,000 professionals worldwide.  This acquisition will strengthen CACI’s government-information solutions services adding approximately $1.0 billion to CACI’s annual revenue.

CACI financed the transaction by borrowing under its existing revolving credit facility and by entering into an eighth amendment and first incremental facility amendment to its Credit Agreement to allow for the incurrence of $300 million in additional term loans.
v3.3.1.900
Accounting Policies (Policies)
6 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated financial statements of CACI International Inc and subsidiaries (CACI or the Company) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and include the assets, liabilities, results of operations, comprehensive income and cash flows for the Company, including its subsidiaries and ventures that are more than 50 percent owned or otherwise controlled by the Company.  Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated in consolidation.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and amounts included in other current assets and current liabilities that meet the definition of a financial instrument approximate fair value because of the short-term nature of these amounts.  The fair value of the Company’s debt outstanding as of December 31, 2015 under its bank credit facility approximates its carrying value.  The fair value of the Company’s debt under its bank credit facility was estimated using Level 2 inputs based on market data of companies with a corporate rating similar to CACI’s that have recently priced credit facilities.  See Notes 6 and 12.

In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments and reclassifications (all of which are of a normal, recurring nature) that are necessary for the fair presentation of the periods presented.  It is suggested that these unaudited consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s latest annual report to the SEC on Form 10-K for the year ended June 30, 2015.  The results of operations for the three and six months ended December 31, 2015 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year.
Recent Accounting Pronouncements

Recent Accounting Pronouncements

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which requires all deferred tax assets and liabilities to be classified as noncurrent on the balance sheet. The guidance in ASU 2015-17 is effective for the fiscal year, and interim periods within that fiscal year, beginning after December 15, 2016, with early adoption permitted.  ASU 2015-17 is not expected to have a material effect on the Company’s consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. Under the new standard, debt issuance costs related to a recognized debt liability are required to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance in ASU 2015-03 is effective for the fiscal year, and interim periods within that fiscal year, beginning after December 15, 2015.  ASU 2015-03 is not expected to have a material effect on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. On July 9, 2015, the FASB approved a one-year deferral of the effective date of ASU 2014-09 to annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2017, using either a full retrospective approach or a modified approach. Early adoption up to the original effective date is permitted. The Company is currently evaluating the impact that the adoption of ASU 2014-09 may have on the Company’s consolidated financial statements and has not yet determined the method by which the Company will adopt the standard.

v3.3.1.900
Intangible Assets (Tables)
6 Months Ended
Dec. 31, 2015
Intangible Assets [Abstract]  
Schedule of intangible assets

 

 

December 31,

 

 

June 30,

 

 

 

2015

 

 

2015

 

Customer contracts and related customer relationships

 

$

524,067

 

 

$

520,213

 

Acquired technologies

 

 

27,848

 

 

 

27,177

 

Covenants not to compete

 

 

3,380

 

 

 

3,417

 

Other

 

 

1,569

 

 

 

1,581

 

Intangible assets

 

 

556,864

 

 

 

552,388

 

 

 

 

 

 

 

 

 

 

Customer contracts and related customer relationships

 

 

(344,223

)

 

 

(328,217

)

Acquired technologies

 

 

(25,254

)

 

 

(24,728

)

Covenants not to compete

 

 

(3,266

)

 

 

(3,241

)

Other

 

 

(1,037

)

 

 

(1,020

)

Less accumulated amortization

 

 

(373,780

)

 

 

(357,206

)

Total intangible assets, net

 

$

183,084

 

 

$

195,182

Schedule of expected amortization expense
 

Fiscal year ending June 30,

 

Amount

 

2016 (six months)

 

$

16,200

 

2017

 

 

30,247

 

2018

 

 

26,245

 

2019

 

 

21,771

 

2020

 

 

17,837

 

Thereafter

 

 

70,784

 

Total intangible assets, net

 

$

183,084

 

v3.3.1.900
Goodwill (Tables)
6 Months Ended
Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]  
Changes in the carrying amount of goodwill

Balance at June 30, 2014

 

$

2,188,569

 

Goodwill acquired

 

 

8,946

 

Foreign currency translation

 

 

(7,699

)

Balance at June 30, 2015

 

 

2,189,816

 

Goodwill acquired

 

 

18,509

 

Foreign currency translation

 

 

(4,657

)

Balance at December 31, 2015

 

$

2,203,668

 

v3.3.1.900
Long-term Debt (Tables)
6 Months Ended
Dec. 31, 2015
Long-Term Debt [Abstract]  
Schedule of long-term debt
 

 

December 31,

 

 

June 30,

 

 

 

2015

 

 

2015

 

Bank credit facility – term loans

 

$

759,814

 

 

$

779,297

 

Bank credit facility – revolver loans

 

 

240,000

 

 

 

295,000

 

Principal amount of long-term debt

 

 

999,814

 

 

 

1,074,297

 

Less unamortized debt issuance costs

 

 

(5,358

)

 

 

(5,997

)

Total long-term debt

 

 

994,456

 

 

 

1,068,300

 

Less current portion

 

 

(38,965

)

 

 

(38,965

)

Long-term debt, net of current portion

 

$

955,491

 

 

$

1,029,335

Schedule of effect of derivative instruments in the condensed consolidated statements of operations and accumulated other comprehensive loss

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Gain (loss) recognized in other comprehensive income

 

$

1,440

 

 

$

(4,219

)

 

$

(4,016

)

 

$

(4,014

)

Amounts reclassified to earnings from accumulated other

   comprehensive loss

 

 

2,392

 

 

 

1,598

 

 

 

4,814

 

 

 

3,196

 

Net current period other comprehensive income (loss)

 

$

3,832

 

 

$

(2,621

)

 

$

798

 

 

$

(818

)

Schedule of aggregate maturities of long-term debt

Twelve months ending December 31,

 

 

 

 

2016

 

$

38,965

 

2017

 

 

38,965

 

2018

 

 

58,447

 

2019

 

 

77,930

 

2020

 

 

785,507

 

Principal amount of long-term debt

 

 

999,814

 

Less unamortized debt issuance costs

 

 

(5,358

)

Total long-term debt

 

$

994,456

 

v3.3.1.900
Stock-Based Compensation (Tables)
6 Months Ended
Dec. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Schedule of stock-based compensation expense recognized

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Total stock-based compensation related to RSUs included

   in indirect costs and selling expense

 

$

4,835

 

 

$

3,574

 

 

$

8,473

 

 

$

6,194

 

Income tax benefit recognized for stock-based

   compensation expense

 

$

1,734

 

 

$

1,312

 

 

$

3,177

 

 

$

2,346

 

Schedule of activity related to SSARs/non-qualified stock options and RSUs

 

 

SSARs/

Non-qualified

Stock Options

 

 

RSUs

 

Outstanding, June 30, 2015

 

 

42,660

 

 

 

864,566

 

Granted

 

 

 

 

 

264,807

 

Exercised/Issued

 

 

(35,860

)

 

 

(78,078

)

Forfeited/Lapsed

 

 

(6,800

)

 

 

(28,223

)

Outstanding, December 31, 2015

 

 

 

 

 

1,023,072

 

Weighted-average grant date fair value for RSUs

 

 

 

 

 

$

80.16

 

v3.3.1.900
Earnings Per Share (Tables)
6 Months Ended
Dec. 31, 2015
Earnings Per Share [Abstract]  
Schedule of calculation of basic and diluted earnings per share

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Net income attributable to CACI

 

$

30,338

 

 

$

24,642

 

 

$

64,140

 

 

$

55,772

 

Weighted-average number of basic shares outstanding

   during the period

 

 

24,246

 

 

 

23,890

 

 

 

24,227

 

 

 

23,728

 

Dilutive effect of SSARs/stock options and RSUs after

   application of treasury stock method

 

 

435

 

 

 

331

 

 

 

428

 

 

 

370

 

Dilutive effect of the Warrants

 

 

 

 

 

93

 

 

 

 

 

 

112

 

Weighted-average number of diluted shares outstanding

   during the period

 

 

24,681

 

 

 

24,314

 

 

 

24,655

 

 

 

24,210

 

Basic earnings per share

 

$

1.25

 

 

$

1.03

 

 

$

2.65

 

 

$

2.35

 

Diluted earnings per share

 

$

1.23

 

 

$

1.01

 

 

$

2.60

 

 

$

2.30

 

v3.3.1.900
Business Segment Information (Tables)
6 Months Ended
Dec. 31, 2015
Business Segment Information [Abstract]  
Schedule of summarized financial information concerning the company's reportable segments

 

 

Domestic

 

 

International

 

 

Total

 

Three Months Ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

793,542

 

 

$

36,895

 

 

$

830,437

 

Net income attributable to CACI

 

 

26,628

 

 

 

3,710

 

 

 

30,338

 

Three Months Ended December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

779,352

 

 

$

36,071

 

 

$

815,423

 

Net income attributable to CACI

 

 

21,531

 

 

 

3,111

 

 

 

24,642

 

Six Months Ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

1,579,220

 

 

$

73,659

 

 

$

1,652,879

 

Net income attributable to CACI

 

 

57,766

 

 

 

6,374

 

 

 

64,140

 

Six Months Ended December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

1,558,883

 

 

$

71,266

 

 

$

1,630,149

 

Net income attributable to CACI

 

 

50,217

 

 

 

5,555

 

 

 

55,772

 

v3.3.1.900
Fair Value Of Financial Instruments (Tables)
6 Months Ended
Dec. 31, 2015
Fair Value Disclosures [Abstract]  
Schedule of financial assets and liabilities measured at fair value on a recurring basis

 

 

 

 

 

 

December 31,

 

 

June 30,

 

 

 

Financial Statement

 

Fair Value

 

2015

 

 

2015

 

Description of Financial Instrument

 

Classification

 

Hierarchy

 

Fair Value

 

Contingent consideration

 

Other long-term liabilities

 

Level 3

 

$

7,514

 

 

$

 

Interest rate swap agreements

 

Other long-term liabilities

 

Level 2

 

$

10,412

 

 

$

11,728

 

v3.3.1.900
Basis Of Presentation (Detail Textuals)
6 Months Ended
Dec. 31, 2015
Basis Of Presentation [Abstract]  
Variable interest entity, minimum ownership percentage 50.00%
v3.3.1.900
Acquisitions (Detail Textuals)
$ in Thousands
6 Months Ended 12 Months Ended
Dec. 31, 2015
USD ($)
Business
Jun. 30, 2015
USD ($)
Dec. 04, 2015
Jul. 01, 2015
Business Acquisition [Line Items]        
Goodwill, acquired during period $ 18,509 $ 8,946    
Number of Businesses Acquired | Business 2      
Rockshore Group Ltd (Rockshore)        
Business Acquisition [Line Items]        
Percentage of outstanding shares acquired       100.00%
Business in United States        
Business Acquisition [Line Items]        
Percentage of outstanding shares acquired     100.00%  
Rockshore Group Ltd (Rockshore) and Business in United States        
Business Acquisition [Line Items]        
Cash consideration (paid and accrued) $ 18,800      
Contingent consideration 10,500      
Goodwill, acquired during period 18,509      
Rockshore Group Ltd (Rockshore) and Business in United States | Customer relationships and technology        
Business Acquisition [Line Items]        
Acquired intangible assets $ 5,400      
v3.3.1.900
Intangible Assets - Summary of intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2015
Jun. 30, 2015
Finite-Lived Intangible Assets [Line Items]    
Intangible assets $ 556,864 $ 552,388
Less accumulated amortization (373,780) (357,206)
Total intangible assets, net 183,084 195,182
Customer contracts and related customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets 524,067 520,213
Less accumulated amortization (344,223) (328,217)
Acquired technologies    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets 27,848 27,177
Less accumulated amortization (25,254) (24,728)
Covenants not to compete    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets 3,380 3,417
Less accumulated amortization (3,266) (3,241)
Other    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets 1,569 1,581
Less accumulated amortization $ (1,037) $ (1,020)
v3.3.1.900
Intangible Assets - Summary of expected amortization expense (Details 1) - USD ($)
$ in Thousands
Dec. 31, 2015
Jun. 30, 2015
Intangible Assets [Abstract]    
2016 (six months) $ 16,200  
2017 30,247  
2018 26,245  
2019 21,771  
2020 17,837  
Thereafter 70,784  
Total intangible assets, net $ 183,084 $ 195,182
v3.3.1.900
Intangible Assets (Detail Textuals)
6 Months Ended
Dec. 31, 2015
Minimum  
Finite-Lived Intangible Assets [Line Items]  
Intangible asset amortization period 1 year
Maximum  
Finite-Lived Intangible Assets [Line Items]  
Intangible asset amortization period 15 years
Customer contracts and related customer relationships  
Finite-Lived Intangible Assets [Line Items]  
Weighted-average amortization period 13 years 4 months 24 days
Weighted-average remaining amortization period 10 years 8 months 12 days
Acquired technologies  
Finite-Lived Intangible Assets [Line Items]  
Weighted-average amortization period 10 years
Weighted-average remaining amortization period 5 years 4 months 24 days
v3.3.1.900
Goodwill (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Dec. 31, 2015
Jun. 30, 2015
Goodwill [Roll Forward]    
Goodwill, Beginning Balance $ 2,189,816 $ 2,188,569
Goodwill acquired 18,509 8,946
Foreign currency translation (4,657) (7,699)
Goodwill, Ending Balance $ 2,203,668 $ 2,189,816
v3.3.1.900
Long-term Debt - Summary of long-term debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2015
Jun. 30, 2015
Debt Instrument [Line Items]    
Principal amount of long-term debt $ 999,814 $ 1,074,297
Less unamortized debt issuance costs (5,358) (5,997)
Total long-term debt 994,456 1,068,300
Less current portion (38,965) (38,965)
Long-term debt, net of current portion 955,491 1,029,335
Bank credit facility - Term Loan    
Debt Instrument [Line Items]    
Principal amount of long-term debt 759,814 779,297
Bank credit facility - revolver loans    
Debt Instrument [Line Items]    
Principal amount of long-term debt $ 240,000 $ 295,000
v3.3.1.900
Long-term Debt - Effect of derivative instruments (Details 1) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Long-Term Debt [Abstract]        
Gain (loss) recognized in other comprehensive income $ 1,440 $ (4,219) $ (4,016) $ (4,014)
Amounts reclassified to earnings from accumulated other comprehensive loss 2,392 1,598 4,814 3,196
Net current period other comprehensive income (loss) $ 3,832 $ (2,621) $ 798 $ (818)
v3.3.1.900
Long-term Debt - Aggregate maturities of long-term debt (Details 2) - USD ($)
$ in Thousands
Dec. 31, 2015
Jun. 30, 2015
Long-Term Debt [Abstract]    
2016 $ 38,965  
2017 38,965  
2018 58,447  
2019 77,930  
2020 785,507  
Principal amount of long-term debt 999,814 $ 1,074,297
Less unamortized debt issuance costs (5,358) (5,997)
Total long-term debt $ 994,456 $ 1,068,300
v3.3.1.900
Long-term Debt (Detail Textuals) - USD ($)
$ in Thousands
6 Months Ended
Dec. 31, 2015
Jun. 30, 2015
Debt Instrument [Line Items]    
Outstanding amount under Credit Facility $ 999,814 $ 1,074,297
Unamortized debt issuance expense 5,358 5,997
Principal Payment Through 30 June, 2018    
Debt Instrument [Line Items]    
Term loan principal payment 9,700  
Principal Payment Thereafter 30 June, 2018    
Debt Instrument [Line Items]    
Term loan principal payment 19,500  
Bank Credit Facility    
Debt Instrument [Line Items]    
Credit facility maximum borrowing capacity $ 1,681,300  
Credit facility borrowing capacity, description At any time and so long as no default has occurred, the Company has the right to increase the Revolving Facility or the Term Loan in an aggregate principal amount of up to the greater of $400.0 million or an amount subject to 2.75 times senior secured leverage, calculated assuming the Revolving Facility is fully drawn, with applicable lender approvals.  
Outstanding borrowings interest rate 2.90%  
Debt issuance cost capitalized $ 11,300  
Bank Credit Facility | Long-term Debt    
Debt Instrument [Line Items]    
Unamortized debt issuance expense 5,400  
Bank Credit Facility | Other long-term assets    
Debt Instrument [Line Items]    
Unamortized debt issuance expense 4,200  
Revolving Credit Facility    
Debt Instrument [Line Items]    
Credit facility maximum borrowing capacity 850,000  
Outstanding amount under Credit Facility 240,000 295,000
Same-Day Swing Line Loan Revolving Credit Sub Facility    
Debt Instrument [Line Items]    
Credit facility maximum borrowing capacity 75,000  
Stand-By Letters Of Credit Revolving Credit Sub Facility    
Debt Instrument [Line Items]    
Credit facility maximum borrowing capacity 25,000  
Outstanding Letters of Credit 400,000  
Term Loan    
Debt Instrument [Line Items]    
Credit facility maximum borrowing capacity $ 831,300  
Term loan period 5 years  
Term loan frequency of payment quarterly  
Outstanding amount under Credit Facility $ 759,814 $ 779,297
v3.3.1.900
Long-term Debt (Detail Textuals 1) - USD ($)
$ / shares in Units, $ in Millions
1 Months Ended 6 Months Ended
May. 01, 2014
May. 16, 2007
Dec. 31, 2015
Cash Flow Hedging | Interest Rate Swap Agreements      
Debt Instrument [Line Items]      
Swap agreements     $ 600.0
Convertible Notes Payable      
Debt Instrument [Line Items]      
Convertible senior subordinated notes, issuance date   May 16, 2007  
Par value of convertible notes   $ 300.0  
Convertible senior subordinated notes, maturity date   May 01, 2014  
Convertible Notes - Aggregate Conversion Value $ 406.8    
Settlement of Convertible Notes in cash $ 300.0    
Settlement of Convertible Notes in shares 1,400,000    
Convertible Notes Payable | Call Options      
Debt Instrument [Line Items]      
Call options, cost     $ 84.4
Call options, maximum number of shares that can be purchased     5,500,000
Call options, strike price     $ 54.65
Number of shares received upon exercise of options     1,400,000
Convertible Notes Payable | Warrants      
Debt Instrument [Line Items]      
Warrants, maximum number of shares that can be issued     5,500,000
Warrants, strike price     $ 68.31
Warrants, proceeds from sale     $ 56.5
Warrants, number of shares issued upon settlement     497,550
v3.3.1.900
Commitments And Contingencies (Detail Textuals)
$ in Millions
6 Months Ended
Dec. 31, 2015
USD ($)
Loss Contingencies [Line Items]  
Accrued estimates of the possible losses, low $ 0.0
Accrued estimates of the possible losses, high 1.8
Reserve for estimated settlement amount 0.1
Minimum  
Loss Contingencies [Line Items]  
Value added tax examination, range of possible losses 0.0
Sales and use tax examination, range of possible losses 2.9
Maximum  
Loss Contingencies [Line Items]  
Value added tax examination, range of possible losses 3.5
Sales and use tax examination, range of possible losses $ 5.2
v3.3.1.900
Stock-Based Compensation - Summary of stock-based compensation expense recognized (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Stock-based compensation included in indirect costs and selling expenses:        
Total stock-based compensation related to RSUs included in indirect costs and selling expense $ 4,835 $ 3,574 $ 8,473 $ 6,194
Income tax benefit recognized for stock-based compensation expense $ 1,734 $ 1,312 $ 3,177 $ 2,346
v3.3.1.900
Stock-Based Compensation - Summary of activity related to SSARs/non-qualified stock options and RSUs/restricted shares issued (Details 1)
6 Months Ended
Dec. 31, 2015
$ / shares
shares
SSARs/ Non-qualified Stock Options  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]  
Outstanding, June 30, 2015 42,660
Granted
Exercised/Issued (35,860)
Forfeited/Lapsed (6,800)
Outstanding, December 31, 2015
RSUs  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]  
Outstanding, June 30, 2015 864,566
Granted 264,807
Exercised/Issued (78,078)
Forfeited/Lapsed (28,223)
Outstanding, December 31, 2015 1,023,072
Weighted-average grant date fair value for RSUs | $ / shares $ 80.16
v3.3.1.900
Stock-Based Compensation (Detail Textuals)
$ in Millions
6 Months Ended
Dec. 31, 2015
USD ($)
shares
2006 Stock Incentive Plan | PRSUs  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
PRSUs granted 208,160
Period to establish average share price for performance measurement 90 days
Description of issuance of awards condition If EPS for the year ending June 30, 2016 exceeds the specified EPS and the average share price of the Company's stock for the 90 day period ending September 18, 2016, 2017 and 2018 exceeds the average share price of the Company's stock for the 90 day period ended September 18, 2015 by 100 percent or more, then an additional 208,160 RSUs could be earned by participants.
Number of additional awards to be issued pursuant to condition 208,160
Description of vesting of awards In addition to the performance and market conditions, there is a service vesting condition which stipulates that 50 percent of the earned award will vest on September 18, 2018 and 50 percent of the earned award will vest on September 18, 2019, in both cases dependent upon continuing service by the grantee as an employee of the Company, unless the grantee is eligible for earlier vesting upon retirement or certain other events.
2006 Stock Incentive Plan | PRSUs | September 2014  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
PRSUs granted 180,570
2006 Stock Incentive Plan | RSUs  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized compensation cost | $ $ 37.0
Weighted-average period to recognize unrecognized compensation cost (in years) 2 years 9 months 18 days
2006 Stock Incentive Plan | RSUs | September 2019  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Vesting percentage of awards 50.00%
2006 Stock Incentive Plan | RSUs | September 2018  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Vesting percentage of awards 50.00%
2006 Stock Incentive Plan | RSUs | September 2014  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Number of additional awards to be issued pursuant to condition 7,884
2006 Plan And Predecessor Plan  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Number of shares authorized for grants 12,450,000
Cumulative grants of equity instruments 13,752,970
Number of equity instruments forfeited 4,191,958
v3.3.1.900
Earnings Per Share - Computation of earnings per share and weighted average number of basic and diluted shares (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Earnings Per Share [Abstract]        
Net income attributable to CACI $ 30,338 $ 24,642 $ 64,140 $ 55,772
Weighted-average number of basic shares outstanding during the period 24,246 23,890 24,227 23,728
Dilutive effect of SSARs/stock options and RSUs after application of treasury stock method 435 331 428 370
Dilutive effect of the Warrants 93 112
Weighted-average number of diluted shares outstanding during the period 24,681 24,314 24,655 24,210
Basic earnings per share (in dollars per share) $ 1.25 $ 1.03 $ 2.65 $ 2.35
Diluted earnings per share (in dollars per share) $ 1.23 $ 1.01 $ 2.60 $ 2.30
v3.3.1.900
Income Taxes (Detail Textuals) - USD ($)
$ in Millions
Dec. 31, 2015
Jun. 30, 2015
Income Tax Disclosure [Abstract]    
Unrecognized tax benefits $ 0.6 $ 6.2
Unrecognized tax benefit that would impact the company's effective tax rate $ 0.5  
v3.3.1.900
Business Segment Information - Summary of financial information concerning reportable segments (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Revenues from External Customers and Long-Lived Assets [Line Items]        
Revenue from external customers $ 830,437 $ 815,423 $ 1,652,879 $ 1,630,149
Net income attributable to CACI 30,338 24,642 64,140 55,772
Reportable Geographical Components | Domestic        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Revenue from external customers 793,542 779,352 1,579,220 1,558,883
Net income attributable to CACI 26,628 21,531 57,766 50,217
Reportable Geographical Components | International        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Revenue from external customers 36,895 36,071 73,659 71,266
Net income attributable to CACI $ 3,710 $ 3,111 $ 6,374 $ 5,555
v3.3.1.900
Business Segment Information (Detail Textuals)
6 Months Ended
Dec. 31, 2015
Segment
Reportable Geographical Components  
Revenues from External Customers and Long-Lived Assets [Line Items]  
Number of operating segments 2
v3.3.1.900
Fair Value of Financial Instruments - Summary of financial assets and liabilities measured at fair value on a recurring basis and fair value hierarchy (Details) - Fair Value, Measurements, Recurring - Other long-term liabilities - USD ($)
$ in Thousands
Dec. 31, 2015
Jun. 30, 2015
Level 3 | Contingent Consideration    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration $ 7,514
Level 2 | Interest Rate Swap Agreements    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Interest rate swap agreements $ 10,412 $ 11,728
v3.3.1.900
Fair Value of Financial Instruments (Detail Textuals)
6 Months Ended
Dec. 31, 2015
Fair Value Disclosures [Abstract]  
Business combination contingent consideration period two and three year periods
v3.3.1.900
Subsequent Events (Detail Textuals)
$ in Thousands
3 Months Ended 6 Months Ended
Feb. 01, 2016
USD ($)
Employee
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Jun. 30, 2015
USD ($)
Business Acquisition [Line Items]            
Revenue   $ 830,437 $ 815,423 $ 1,652,879 $ 1,630,149  
Term Loan Borrowing   $ 999,814   $ 999,814   $ 1,074,297
L-3 National Security Solutions, Inc. and L-3 Data Tactics, Inc. (together, "NSS") | Subsequent event            
Business Acquisition [Line Items]            
Cash consideration $ 550,000          
Number of employees | Employee 4,000          
Revenue $ 1,000,000          
Term Loan Borrowing $ 300,000