CACI INTERNATIONAL INC /DE/, 10-Q filed on 2/3/2017
Quarterly Report
v3.6.0.2
Document And Entity Information - shares
6 Months Ended
Dec. 31, 2016
Jan. 31, 2017
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   24,393,563
Document Type 10-Q  
Document Period End Date Dec. 31, 2016  
Amendment Flag false  
Document Fiscal Year Focus 2017  
Document Fiscal Period Focus Q2  
v3.6.0.2
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Income Statement [Abstract]        
Revenue $ 1,057,530 $ 830,437 $ 2,130,810 $ 1,652,879
Costs of revenue:        
Direct costs 705,321 547,140 1,433,542 1,084,564
Indirect costs and selling expenses 253,822 213,144 511,160 418,844
Depreciation and amortization 18,132 14,670 36,195 29,481
Total costs of revenue 977,275 774,954 1,980,897 1,532,889
Income from operations 80,255 55,483 149,913 119,990
Interest expense and other, net 12,325 8,180 24,814 17,362
Income before income taxes 67,930 47,303 125,099 102,628
Income taxes 25,510 16,851 46,016 37,544
Net income $ 42,420 $ 30,452 $ 79,083 $ 65,084
Basic earnings per share $ 1.74 $ 1.26 $ 3.25 $ 2.69
Diluted earnings per share $ 1.69 $ 1.23 $ 3.16 $ 2.63
Weighted-average basic shares outstanding 24,387 24,246 24,363 24,227
Weighted-average diluted shares outstanding 25,069 24,786 24,998 24,754
v3.6.0.2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Statement Of Income And Comprehensive Income [Abstract]        
Net income $ 42,420 $ 30,452 $ 79,083 $ 65,084
Other comprehensive (loss) income:        
Foreign currency translation adjustment (6,424) (3,337) (10,126) (7,747)
Change in fair value of interest rate swap agreements, net of tax 10,045 3,832 12,899 798
Other comprehensive (loss) income, net of tax 3,621 495 2,773 (6,949)
Comprehensive income $ 46,041 $ 30,947 $ 81,856 $ 58,135
v3.6.0.2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)
$ in Thousands
Dec. 31, 2016
Jun. 30, 2016
Current assets:    
Cash and cash equivalents $ 72,650 $ 49,082
Accounts receivable, net 717,721 803,817
Prepaid expenses and other current assets 69,679 68,939
Total current assets 860,050 921,838
Goodwill 2,571,297 2,585,343
Intangible assets, net 254,481 275,372
Property and equipment, net 86,406 81,362
Supplemental retirement savings plan assets 88,721 89,937
Accounts receivable, long-term 7,393 8,330
Other long-term assets 28,817 25,159
Total assets 3,897,165 3,987,341
Current liabilities:    
Current portion of long-term debt 67,456 53,965
Accounts payable 39,293 95,270
Accrued compensation and benefits 212,480 228,362
Other accrued expenses and current liabilities 179,705 187,579
Total current liabilities 498,934 565,176
Long-term debt, net of current portion 1,292,348 1,402,079
Supplemental retirement savings plan obligations, net of current portion 80,685 76,995
Deferred income taxes 261,956 248,458
Other long-term liabilities 67,283 87,320
Total liabilities 2,201,206 2,380,028
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; 41,828 shares issued and 24,393 outstanding at December 31, 2016 and 41,758 shares issued and 24,323 outstanding at June 30, 2016 4,183 4,176
Additional paid-in capital 565,106 558,324
Retained earnings 1,741,031 1,661,948
Accumulated other comprehensive loss (38,310) (41,083)
Treasury stock, at cost (17,435 and 17,435 shares, respectively) (576,186) (576,187)
Total CACI shareholders’ equity 1,695,824 1,607,178
Noncontrolling interest 135 135
Total shareholders’ equity 1,695,959 1,607,313
Total liabilities and shareholders’ equity $ 3,897,165 $ 3,987,341
v3.6.0.2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parentheticals) - $ / shares
Dec. 31, 2016
Jun. 30, 2016
Statement Of Financial Position [Abstract]    
Preferred stock, par value (in dollars per share) $ 0.10 $ 0.10
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 0 0
Common stock, par value (in dollars per share) $ 0.10 $ 0.10
Common stock, shares authorized 80,000,000 80,000,000
Common stock, shares issued 41,828,000 41,758,000
Common stock, shares outstanding 24,393,000 24,323,000
Treasury stock, shares at cost 17,435,000 17,435,000
v3.6.0.2
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
$ in Thousands
6 Months Ended
Dec. 31, 2016
Dec. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income $ 79,083 $ 65,084
Reconciliation of net income to net cash provided by operating activities:    
Depreciation and amortization 36,195 29,481
Amortization of deferred financing costs 2,252 1,152
Loss on disposal of fixed assets 975  
Stock-based compensation expense 10,557 8,473
Deferred income tax expense 5,081 12,045
Equity in earnings of unconsolidated ventures (103) (98)
Changes in operating assets and liabilities, net of effect of business acquisitions:    
Accounts receivable, net 71,080 35,216
Prepaid expenses and other assets 1,649 (7,170)
Accounts payable and other accrued expenses (58,873) 11,870
Accrued compensation and benefits (15,339) (16,998)
Income taxes payable and receivable (391) (2,768)
Supplemental retirement savings plan obligations and other long-term liabilities 3,184 (647)
Net cash provided by operating activities 135,350 135,640
CASH FLOWS FROM INVESTING ACTIVITIES    
Capital expenditures (21,826) (7,642)
Cash paid for business acquisitions, net of cash acquired (5,605) (15,578)
Proceeds from net working capital refund of acquired business 13,619  
Proceeds from equity method investments 4,681  
Other 1,051 (684)
Net cash used in investing activities (8,080) (23,904)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from borrowings under bank credit facilities 240,500 154,488
Principal payments made under bank credit facilities (338,991) (228,982)
Proceeds from employee stock purchase plans 2,262 1,577
Repurchases of common stock (2,243) (1,689)
Payment of taxes for equity transactions (3,632) (2,560)
Other   451
Net cash used in financing activities (102,104) (76,715)
Effect of exchange rate changes on cash and cash equivalents (1,598) (1,388)
Net increase in cash and cash equivalents 23,568 33,633
Cash and cash equivalents, beginning of period 49,082 35,364
Cash and cash equivalents, end of year 72,650 68,997
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION    
Cash paid during the period for income taxes, net of refunds 41,273 28,237
Cash paid during the period for interest 22,512 16,362
Non-cash financing and investing activities:    
Accrued capital expenditures $ 1,482 $ 266
v3.6.0.2
Basis of Presentation
6 Months Ended
Dec. 31, 2016
Organization Consolidation And Presentation Of Financial Statements 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 majority-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, 2016 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, 2016.  The results of operations for the three and six months ended December 31, 2016 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year.

v3.6.0.2
Recent Accounting Pronouncements
6 Months Ended
Dec. 31, 2016
New Accounting Pronouncements And Changes In Accounting Principles [Abstract]  
Recent Accounting Pronouncements

2.

Recent Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-01, Clarifying the Definition of a Business, which revises the definition of a business and provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for the fiscal year, and interim periods within that fiscal year, beginning after December 15, 2017. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for share-based payments, including income tax consequences and classification on the statement of cash flows. Under the new standard, all excess tax benefits and tax deficiencies will be recognized as income tax expense or benefit in the income statement as discrete items in the reporting period in which they occur. Additionally, excess tax benefits will be classified as an operating activity on the statement of cash flows.  In regards to forfeitures, the entity can make an accounting policy election to either recognize forfeitures as they occur or estimate the number of awards expected to be forfeited.  The guidance in ASU 2016-09 is effective for the fiscal year, and interim periods within that fiscal year, beginning after December 15, 2016.  Early adoption is permitted in any interim or annual period, with adjustments reflected as of the beginning of the fiscal year of adoption.  The Company early adopted this standard during the fourth quarter of FY16, and therefore reported the impact as though the ASU had been adopted on July 1, 2015.

Upon adoption, the Company recognized excess tax benefits of $0.1 million and $0.9 million during the three and six months ended December 31, 2015 as a reduction to tax expense in the Consolidated Statements of Operations, as though ASU 2016-09 had been in effect since the beginning of FY16.  Consequently, this resulted in an increase in net income, an increase in earnings per share and a decrease in the annual effective tax rate.  In addition, the excess tax benefits that were previously presented as a financing activity on the Consolidated Statements of Cash Flows are now presented as an operating activity, with periods prior to FY16 retrospectively adjusted.  With respect to forfeitures, the Company will continue to estimate the number of awards expected to be forfeited in accordance with our existing accounting policy.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which amends the existing guidance on accounting for leases.  The new standard requires lessees to put virtually all leases on the balance sheet by recognizing lease assets and lease liabilities. Lessor accounting is largely unchanged from that applied under previous guidance. The amended guidance is effective for the fiscal year, and interim periods within that fiscal year, beginning after December 15, 2018, and requires a modified retrospective approach.  Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard on its 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 of the adoption of this standard on its consolidated financial statements and has not yet determined the method by which the Company will adopt the standard.

v3.6.0.2
Acquisitions
6 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
Acquisitions

3.

Acquisitions

NSS Acquisition

On February 1, 2016, the Company acquired 100 percent of the outstanding shares of L-3 National Security Solutions, Inc. and L-3 Data Tactics Corporation (together, “NSS”).  NSS is a prime mission partner to the U.S. Department of Defense (DoD), U.S. government intelligence agencies, and U.S. federal civilian agencies.  The acquisition will expand CACI’s opportunities in many of our key market areas and expand our current customer base.  CACI financed the acquisition by borrowing $250.0 million under its existing revolving facility and by entering into an eighth amendment and first incremental facility amendment to its credit facility to allow for the incurrence of $300.0 million in additional term loans.

The initial purchase consideration paid at closing to acquire NSS was $550.0 million plus $11.2 million representing a preliminary net working capital adjustment.  Subsequent to closing, CACI received a refund of $13.6 million for the final net working capital adjustment and is expecting an additional $5.7 million refund for tax-related adjustments.

CACI is in the process of finalizing its valuation of all the assets acquired and liabilities assumed. As the amounts recorded for certain assets and liabilities are preliminary in nature, they are subject to adjustment as additional information is obtained about the facts and circumstances that existed at the acquisition date.  The final determination of fair values of certain assets and liabilities will be completed within the measurement period of up to one year from the acquisition date as permitted under GAAP. The NSS acquisition could necessitate the need to use the full one year measurement period to adequately analyze and assess a number of factors used in establishing the asset and liability fair values as of the acquisition date, including receivables and deferred revenue, contractual obligations, income tax obligations, and certain reserves. Any potential adjustments made could be material in relation to the preliminary values presented in the table below.

During the six months ended December 31, 2016 we continued to obtain information to refine estimated fair values. As a result of the additional information, the Company recorded measurement period adjustments that increased other current assets, receivables and other accrued expenses by $2.6 million, $1.2 million and $0.6 million, respectively, reduced the purchase consideration by $5.5 million and reduced goodwill by $8.6 million.

Based on the Company’s preliminary valuation, the total estimated consideration of $541.9 million has been allocated to assets acquired and liabilities assumed as follows (in thousands):

 

Cash and cash equivalents

 

$

2,596

 

Accounts receivable

 

 

211,055

 

Prepaid expenses and other current assets

 

 

14,628

 

Property and equipment

 

 

21,320

 

Intangible assets

 

 

110,500

 

Goodwill

 

 

359,088

 

Other long-term assets

 

 

437

 

Accounts payable

 

 

(57,616

)

Accrued compensation and benefits

 

 

(38,953

)

Other accrued expenses and current liabilities

 

 

(38,116

)

Deferred income taxes

 

 

(37,796

)

Other long-term liabilities

 

 

(5,280

)

Total estimated consideration

 

$

541,863

 

 

The goodwill of $359.1 million is largely attributable to the assembled workforce of NSS and expected synergies between the Company and NSS.  The estimated fair value attributed to intangible assets, which consists of customer contracts and related customer relationships, is being amortized on an accelerated basis over approximately 15 years.  The fair value attributed to the intangible assets acquired was based on preliminary estimates, assumptions, and other information compiled by management, including independent valuations that utilized established valuation techniques.  Of the value attributed to goodwill and intangible assets, $47.7 million is deductible for income tax purposes.

Other Acquisition

On October 1, 2016, CACI Limited acquired a business in the United Kingdom that provides outsourced database managed services and associated database segmentation and analytics for large corporate customers. The purchase consideration for this business is approximately $2.8 million, which includes initial cash payments, deferred consideration and contingent consideration to be paid upon achieving certain metrics.

v3.6.0.2
Intangible Assets
6 Months Ended
Dec. 31, 2016
Finite Lived Intangible Assets Net [Abstract]  
Intangible Assets

4.

Intangible Assets

Intangible assets consisted of the following (in thousands):

 

 

 

December 31,

 

 

June 30,

 

 

 

2016

 

 

2016

 

Customer contracts and related customer relationships

 

$

635,004

 

 

$

635,826

 

Acquired technologies

 

 

28,436

 

 

 

28,074

 

Covenants not to compete

 

 

3,278

 

 

 

3,321

 

Other

 

 

1,535

 

 

 

1,551

 

Intangible assets

 

 

668,253

 

 

 

668,772

 

Accumulated amortization:

 

 

 

 

 

 

 

 

Customer contracts and related customer relationships

 

 

(383,327

)

 

 

(363,412

)

Acquired technologies

 

 

(26,147

)

 

 

(25,693

)

Covenants not to compete

 

 

(3,231

)

 

 

(3,245

)

Other

 

 

(1,067

)

 

 

(1,050

)

Less accumulated amortization

 

 

(413,772

)

 

 

(393,400

)

Total intangible assets, net

 

$

254,481

 

 

$

275,372

 

 

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, 2016 is 14.1 years, and the weighted-average remaining period of amortization is 11.6 years.  The weighted-average period of amortization for acquired technologies as of December 31, 2016 is 9.6 years, and the weighted-average remaining period of amortization is 6.1 years.

Expected amortization expense for the remainder of the fiscal year ending June 30, 2017, and for each of the fiscal years thereafter, is as follows (in thousands):

 

Fiscal year ending June 30,

 

Amount

 

2017 (six months)

 

$

19,383

 

2018

 

 

36,208

 

2019

 

 

31,551

 

2020

 

 

27,088

 

2021

 

 

23,896

 

Thereafter

 

 

116,355

 

Total intangible assets, net

 

$

254,481

 

 

v3.6.0.2
Goodwill
6 Months Ended
Dec. 31, 2016
Goodwill [Abstract]  
Goodwill

5.

Goodwill

The changes in the carrying amount of goodwill for the year ended June 30, 2016 and the six months ended December 31, 2016 are as follows (in thousands): 

 

 

 

Domestic

 

 

International

 

 

Total

 

Balance at June 30, 2015

 

$

2,108,768

 

 

$

81,048

 

 

$

2,189,816

 

Business acquisitions

 

 

378,380

 

 

 

29,939

 

 

 

408,319

 

Foreign currency translation

 

 

 

 

 

(12,792

)

 

 

(12,792

)

Balance at June 30, 2016

 

 

2,487,148

 

 

 

98,195

 

 

 

2,585,343

 

Business acquisitions

 

 

(8,635

)

 

 

2,220

 

 

 

(6,415

)

Foreign currency translation

 

 

 

 

 

(7,631

)

 

 

(7,631

)

Balance at December 31, 2016

 

$

2,478,513

 

 

$

92,784

 

 

$

2,571,297

 

 

v3.6.0.2
Long-term Debt
6 Months Ended
Dec. 31, 2016
Long Term Debt [Abstract]  
Long-term Debt

6.

Long-term Debt 

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

 

 

 

December 31,

 

 

June 30,

 

 

 

2016

 

 

2016

 

Bank credit facility – term loans

 

$

1,019,341

 

 

$

1,032,833

 

Bank credit facility – revolver loans

 

 

355,000

 

 

 

440,000

 

Principal amount of long-term debt

 

 

1,374,341

 

 

 

1,472,833

 

Less unamortized debt issuance costs

 

 

(14,537

)

 

 

(16,789

)

Total long-term debt

 

 

1,359,804

 

 

 

1,456,044

 

Less current portion

 

 

(67,456

)

 

 

(53,965

)

Long-term debt, net of current portion

 

$

1,292,348

 

 

$

1,402,079

 

Bank Credit Facility

The Company has a $1,981.3 million credit facility (the Credit Facility), which consists of an $850.0 million revolving credit facility (the Revolving Facility) and a $1,131.3 million term loan (the Term Loan). The Revolving Facility has subfacilities of $100.0 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 Credit Facility was amended during the third quarter of FY16 in connection with the Company’s acquisition of NSS (see Note 3).  CACI financed the transaction by borrowing $250.0 million under its existing Revolving Facility and by entering into an eighth amendment and first incremental facility amendment to its Credit Facility to allow for the incurrence of $300.0 million in additional Term Loans.

The Revolving Facility is a secured facility that permits continuously renewable borrowings of up to $850.0 million. As of December 31, 2016, the Company had $355.0 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 $13.5 million through June 30, 2018 and $27.0 million thereafter until the balance is due in full on June 1, 2020. As of December 31, 2016, the Company had $1,019.3 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, 2016, 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 3.22 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, 2016, 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.

All debt issuance costs are being amortized from the date incurred to the expiration date of the Credit Facility. 

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 $900.0 million which hedge a portion of the Company’s floating rate indebtedness.  The swaps mature at various dates through 2022.  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. 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, 2016 and 2015 is as follows (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Gain (loss) recognized in other comprehensive income

 

$

7,920

 

 

$

1,440

 

 

$

8,525

 

 

$

(4,016

)

Amounts reclassified to earnings from accumulated other

   comprehensive loss

 

 

2,125

 

 

 

2,392

 

 

 

4,374

 

 

 

4,814

 

Net current period other comprehensive income

 

$

10,045

 

 

$

3,832

 

 

$

12,899

 

 

$

798

 

 

The aggregate maturities of long-term debt at December 31, 2016 are as follows (in thousands):

 

Twelve months ending December 31,

 

 

 

 

2017

 

$

67,456

 

2018

 

 

80,947

 

2019

 

 

107,930

 

2020

 

 

1,118,008

 

Principal amount of long-term debt

 

 

1,374,341

 

Less unamortized debt issuance costs

 

 

(14,537

)

Total long-term debt

 

$

1,359,804

 

 

v3.6.0.2
Commitments and Contingencies
6 Months Ended
Dec. 31, 2016
Commitments And Contingencies Disclosure [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 audits of the Company’s incurred cost submissions for the year ended June 30, 2011 and an intelligence agency is nearing completion of its audit of direct costs on selected contracts through our fiscal year ended June 30, 2012.  DCAA audits of our incurred cost submissions for the year ended June 30, 2012 have commenced, and an intelligence agency has commenced audits of direct costs on selected contracts through our fiscal year ended June 30, 2015.  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 has provided documents responsive to the subpoena and is cooperating fully with the government’s investigation.  The Company has accrued its current best estimate of the likely outcome within its estimated range of zero to $3.9 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 also pursuing appeals at the ASBCA of determinations and demands made by the DCMA associated with questioned direct costs from DCAA audits of our incurred cost submissions for our fiscal years ending June 30 2006, 2007, and 2008.  The Company has accrued its current best estimate of the likely outcome within its estimated range of zero to $1.0 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 likely outcome within its estimated range of $1.0 million to $2.5 million.

v3.6.0.2
Stock-Based Compensation
6 Months Ended
Dec. 31, 2016
Disclosure Of Compensation Related Costs Sharebased 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,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Total stock-based compensation related to RSUs included in

   indirect costs and selling expense

 

$

5,660

 

 

$

4,835

 

 

$

10,557

 

 

$

8,473

 

Income tax benefit recognized for stock-based compensation

   expense

 

$

2,125

 

 

$

1,734

 

 

$

3,883

 

 

$

3,177

 

 

Under the terms of its 2016 Amended and Restated Incentive Compensation Plan (the 2016 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. The 2016 Plan was approved by the Company’s stockholders in November 2016 and amended and restated the 2006 Stock Incentive Plan (the 2006 Plan) which was due to expire at the end of the ten-year period. Previous grants were made under the 2006 Plan, and equity instruments granted prior to approval of the 2016 Plan continue to be governed by the terms of the 2006 Plan. 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.

Annual grants under the 2016 Plan, and previously 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 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 periods ending September 23, 2015 and September 23, 2016 exceeded the average share price of the Company’s stock for the 90 day period ended September 23, 2014, resulting in an additional 26,957 RSUs earned by participants.

In September 2015, the Company made its annual grant to key employees consisting of 208,160 PRSUs.  The final number of such PRSUs that are earned by participants and vest is based on the achievement of a specified EPS for the year ending June 30, 2016 and on the average share price of Company stock for the 90 day periods ending September 18, 2016, 2017 and 2018 as compared to the average share price for the 90 day period ended September 18, 2015.  The specified EPS for the year ended June 30, 2016 was met and the average share price of the Company’s stock for the 90 day period ending September 18, 2016 exceeded the average share price of the Company’s stock for the 90 day period ended September 18, 2015, resulting in an additional 11,811 RSUs earned by participants.  

In September 2016, the Company made its annual grant to its key employees consisting of 193,420 PRSUs.  The final number of such PRSUs that are earned by participants and vest is based on the achievement of a specified EPS for the year ended June 30, 2017 and on the average share price of Company stock for the 90 day period ending September 30, 2017, 2018 and 2019 as compared to the average share price for the 90 day period ended September 30, 2016.  If EPS for the year ending June 30, 2017 exceeds the specified EPS and the average share price of the Company’s stock for the 90 day period ending September 30, 2017, 2018 and 2019 exceeds the average share price of the Company’s stock for the 90 day period ended September 30, 2016 by 100 percent or more, then an additional 193,420 could be earned by participants.  This is the maximum number of additional RSUs that can be earned related to the September 2016 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 October 1, 2019 and 50 percent of the earned award will vest on October 1, 2020, 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 future grants under the 2016 Plan was reset in November 2016 to 1,200,000. 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, 2016, cumulative grants of 8,056 equity instruments underlying the shares authorized in the 2016 Plan have been awarded, and none of these instruments have been forfeited.

Activity related to RSUs during the six months ended December 31, 2016 is as follows:

 

 

 

RSUs

 

Outstanding, June 30, 2016

 

 

873,854

 

Granted

 

 

223,108

 

Vested

 

 

(106,977

)

Forfeited

 

 

(22,130

)

Outstanding, December 31, 2016

 

 

967,855

 

Weighted-average grant date fair value for RSUs

 

$

101.52

 

 

As of December 31, 2016, there was $45.4 million of total unrecognized compensation costs related to RSUs scheduled to be recognized over a weighted-average period of 2.8 years.

v3.6.0.2
Earnings Per Share
6 Months Ended
Dec. 31, 2016
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.  The PRSUs granted in September 2016 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 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,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Net income

 

$

42,420

 

 

$

30,452

 

 

$

79,083

 

 

$

65,084

 

Weighted-average number of basic shares outstanding

   during the period

 

 

24,387

 

 

 

24,246

 

 

 

24,363

 

 

 

24,227

 

Dilutive effect of SSARs/stock options and RSUs after

   application of treasury stock method

 

 

682

 

 

 

540

 

 

 

635

 

 

 

527

 

Weighted-average number of diluted shares outstanding

   during the period

 

 

25,069

 

 

 

24,786

 

 

 

24,998

 

 

 

24,754

 

Basic earnings per share

 

$

1.74

 

 

$

1.26

 

 

$

3.25

 

 

$

2.69

 

Diluted earnings per share

 

$

1.69

 

 

$

1.23

 

 

$

3.16

 

 

$

2.63

 

 

v3.6.0.2
Income Taxes
6 Months Ended
Dec. 31, 2016
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’s total liability for unrecognized tax benefits as of December 31, 2016 and June 30, 2016 was $0.4 million for both periods. The $0.4 million unrecognized tax benefit at December 31, 2016, if recognized, would impact the Company’s effective tax rate.  

v3.6.0.2
Business Segment Information
6 Months Ended
Dec. 31, 2016
Segment Reporting [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. Summarized financial information concerning the Company’s reportable segments is as follows (in thousands):

 

 

 

Domestic

 

 

International

 

 

Total

 

Three Months Ended December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

1,024,025

 

 

$

33,505

 

 

$

1,057,530

 

Net income

 

 

38,732

 

 

 

3,688

 

 

 

42,420

 

Three Months Ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

793,542

 

 

$

36,895

 

 

$

830,437

 

Net income

 

 

26,741

 

 

 

3,711

 

 

 

30,452

 

Six Months Ended December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

2,062,916

 

 

$

67,894

 

 

$

2,130,810

 

Net income attributable to CACI

 

 

72,374

 

 

 

6,709

 

 

 

79,083

 

Six Months Ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

1,579,220

 

 

$

73,659

 

 

$

1,652,879

 

Net income attributable to CACI

 

 

58,676

 

 

 

6,408

 

 

 

65,084

 

 

v3.6.0.2
Fair Value of Financial Instruments
6 Months Ended
Dec. 31, 2016
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, 2016 and June 30, 2016, and the level they fall within the fair value hierarchy (in thousands):

    

 

 

 

 

 

 

December 31,

 

 

June 30,

 

 

 

Financial Statement

 

Fair Value

 

2016

 

 

2016

 

Description of Financial Instrument

 

Classification

 

Hierarchy

 

Fair Value

 

Contingent consideration

 

Other accrued expenses and

   current liabilities

 

Level 3

 

$

3,569

 

 

$

 

Contingent consideration

 

Other long-term liabilities

 

Level 3

 

$

11,449

 

 

$

15,171

 

Interest rate swap agreements

 

Other long-term assets

 

Level 2

 

$

5,852

 

 

$

 

Interest rate swap agreements

 

Other accrued expenses and

   current liabilities

 

Level 2

 

$

345

 

 

$

 

Interest rate swap agreements

 

Other long-term liabilities

 

Level 2

 

$

5,844

 

 

$

21,609

 

 

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

Various acquisitions completed during FY16 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 three and six months ended December 31, 2016, this remeasurement resulted in a change to the liability recorded of $0.4 million and $0.8 million, respectively.

 

v3.6.0.2
Accounting Policies (Policies)
6 Months Ended
Dec. 31, 2016
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 majority-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, 2016 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, 2016.  The results of operations for the three and six months ended December 31, 2016 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 January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-01, Clarifying the Definition of a Business, which revises the definition of a business and provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for the fiscal year, and interim periods within that fiscal year, beginning after December 15, 2017. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for share-based payments, including income tax consequences and classification on the statement of cash flows. Under the new standard, all excess tax benefits and tax deficiencies will be recognized as income tax expense or benefit in the income statement as discrete items in the reporting period in which they occur. Additionally, excess tax benefits will be classified as an operating activity on the statement of cash flows.  In regards to forfeitures, the entity can make an accounting policy election to either recognize forfeitures as they occur or estimate the number of awards expected to be forfeited.  The guidance in ASU 2016-09 is effective for the fiscal year, and interim periods within that fiscal year, beginning after December 15, 2016.  Early adoption is permitted in any interim or annual period, with adjustments reflected as of the beginning of the fiscal year of adoption.  The Company early adopted this standard during the fourth quarter of FY16, and therefore reported the impact as though the ASU had been adopted on July 1, 2015.

Upon adoption, the Company recognized excess tax benefits of $0.1 million and $0.9 million during the three and six months ended December 31, 2015 as a reduction to tax expense in the Consolidated Statements of Operations, as though ASU 2016-09 had been in effect since the beginning of FY16.  Consequently, this resulted in an increase in net income, an increase in earnings per share and a decrease in the annual effective tax rate.  In addition, the excess tax benefits that were previously presented as a financing activity on the Consolidated Statements of Cash Flows are now presented as an operating activity, with periods prior to FY16 retrospectively adjusted.  With respect to forfeitures, the Company will continue to estimate the number of awards expected to be forfeited in accordance with our existing accounting policy.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which amends the existing guidance on accounting for leases.  The new standard requires lessees to put virtually all leases on the balance sheet by recognizing lease assets and lease liabilities. Lessor accounting is largely unchanged from that applied under previous guidance. The amended guidance is effective for the fiscal year, and interim periods within that fiscal year, beginning after December 15, 2018, and requires a modified retrospective approach.  Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

v3.6.0.2
Acquisitions (Tables)
6 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
Assets Acquired and Liabilities Assumed

 

Cash and cash equivalents

 

$

2,596

 

Accounts receivable

 

 

211,055

 

Prepaid expenses and other current assets

 

 

14,628

 

Property and equipment

 

 

21,320

 

Intangible assets

 

 

110,500

 

Goodwill

 

 

359,088

 

Other long-term assets

 

 

437

 

Accounts payable

 

 

(57,616

)

Accrued compensation and benefits

 

 

(38,953

)

Other accrued expenses and current liabilities

 

 

(38,116

)

Deferred income taxes

 

 

(37,796

)

Other long-term liabilities

 

 

(5,280

)

Total estimated consideration

 

$

541,863

 

 

v3.6.0.2
Intangible Assets (Tables)
6 Months Ended
Dec. 31, 2016
Finite Lived Intangible Assets Net [Abstract]  
Schedule of Intangible Assets

Intangible assets consisted of the following (in thousands):

 

 

 

December 31,

 

 

June 30,

 

 

 

2016

 

 

2016

 

Customer contracts and related customer relationships

 

$

635,004

 

 

$

635,826

 

Acquired technologies

 

 

28,436

 

 

 

28,074

 

Covenants not to compete

 

 

3,278

 

 

 

3,321

 

Other

 

 

1,535

 

 

 

1,551

 

Intangible assets

 

 

668,253

 

 

 

668,772

 

Accumulated amortization:

 

 

 

 

 

 

 

 

Customer contracts and related customer relationships

 

 

(383,327

)

 

 

(363,412

)

Acquired technologies

 

 

(26,147

)

 

 

(25,693

)

Covenants not to compete

 

 

(3,231

)

 

 

(3,245

)

Other

 

 

(1,067

)

 

 

(1,050

)

Less accumulated amortization

 

 

(413,772

)

 

 

(393,400

)

Total intangible assets, net

 

$

254,481

 

 

$

275,372

 

 

Expected Amortization Expense

Expected amortization expense for the remainder of the fiscal year ending June 30, 2017, and for each of the fiscal years thereafter, is as follows (in thousands):

 

Fiscal year ending June 30,

 

Amount

 

2017 (six months)

 

$

19,383

 

2018

 

 

36,208

 

2019

 

 

31,551

 

2020

 

 

27,088

 

2021

 

 

23,896

 

Thereafter

 

 

116,355

 

Total intangible assets, net

 

$

254,481

 

 

v3.6.0.2
Goodwill (Tables)
6 Months Ended
Dec. 31, 2016
Goodwill [Abstract]  
Rollforward of Goodwill

The changes in the carrying amount of goodwill for the year ended June 30, 2016 and the six months ended December 31, 2016 are as follows (in thousands): 

 

 

 

Domestic

 

 

International

 

 

Total

 

Balance at June 30, 2015

 

$

2,108,768

 

 

$

81,048

 

 

$

2,189,816

 

Business acquisitions

 

 

378,380

 

 

 

29,939

 

 

 

408,319

 

Foreign currency translation

 

 

 

 

 

(12,792

)

 

 

(12,792

)

Balance at June 30, 2016

 

 

2,487,148

 

 

 

98,195

 

 

 

2,585,343

 

Business acquisitions

 

 

(8,635

)

 

 

2,220

 

 

 

(6,415

)

Foreign currency translation

 

 

 

 

 

(7,631

)

 

 

(7,631

)

Balance at December 31, 2016

 

$

2,478,513

 

 

$

92,784

 

 

$

2,571,297

 

 

v3.6.0.2
Long-term Debt (Tables)
6 Months Ended
Dec. 31, 2016
Long Term Debt [Abstract]  
Schedule of Long-term Debt

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

 

 

 

December 31,

 

 

June 30,

 

 

 

2016

 

 

2016

 

Bank credit facility – term loans

 

$

1,019,341

 

 

$

1,032,833

 

Bank credit facility – revolver loans

 

 

355,000

 

 

 

440,000

 

Principal amount of long-term debt

 

 

1,374,341

 

 

 

1,472,833

 

Less unamortized debt issuance costs

 

 

(14,537

)

 

 

(16,789

)

Total long-term debt

 

 

1,359,804

 

 

 

1,456,044

 

Less current portion

 

 

(67,456

)

 

 

(53,965

)

Long-term debt, net of current portion

 

$

1,292,348

 

 

$

1,402,079

 

 

Cash Flow Hedges

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, 2016 and 2015 is as follows (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Gain (loss) recognized in other comprehensive income

 

$

7,920

 

 

$

1,440

 

 

$

8,525

 

 

$

(4,016

)

Amounts reclassified to earnings from accumulated other

   comprehensive loss

 

 

2,125

 

 

 

2,392

 

 

 

4,374

 

 

 

4,814

 

Net current period other comprehensive income

 

$

10,045

 

 

$

3,832

 

 

$

12,899

 

 

$

798

 

 

Aggregate Maturities of Long-term Debt

 

The aggregate maturities of long-term debt at December 31, 2016 are as follows (in thousands):

 

Twelve months ending December 31,

 

 

 

 

2017

 

$

67,456

 

2018

 

 

80,947

 

2019

 

 

107,930

 

2020

 

 

1,118,008

 

Principal amount of long-term debt

 

 

1,374,341

 

Less unamortized debt issuance costs

 

 

(14,537

)

Total long-term debt

 

$

1,359,804

 

 

v3.6.0.2
Stock-Based Compensation (Tables)
6 Months Ended
Dec. 31, 2016
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation Expense Recognized

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,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Total stock-based compensation related to RSUs included in

   indirect costs and selling expense

 

$

5,660

 

 

$

4,835

 

 

$

10,557

 

 

$

8,473

 

Income tax benefit recognized for stock-based compensation

   expense

 

$

2,125

 

 

$

1,734

 

 

$

3,883

 

 

$

3,177

 

 

Schedule of Activity Related to RSUs

Activity related to RSUs during the six months ended December 31, 2016 is as follows:

 

 

 

RSUs

 

Outstanding, June 30, 2016

 

 

873,854

 

Granted

 

 

223,108

 

Vested

 

 

(106,977

)

Forfeited

 

 

(22,130

)

Outstanding, December 31, 2016

 

 

967,855

 

Weighted-average grant date fair value for RSUs

 

$

101.52

 

 

v3.6.0.2
Earnings Per Share (Tables)
6 Months Ended
Dec. 31, 2016
Earnings Per Share [Abstract]  
Calculation of Basic and Diluted Earnings per Share

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,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

Net income

 

$

42,420

 

 

$

30,452

 

 

$

79,083

 

 

$

65,084

 

Weighted-average number of basic shares outstanding

   during the period

 

 

24,387

 

 

 

24,246

 

 

 

24,363

 

 

 

24,227

 

Dilutive effect of SSARs/stock options and RSUs after

   application of treasury stock method

 

 

682

 

 

 

540

 

 

 

635

 

 

 

527

 

Weighted-average number of diluted shares outstanding

   during the period

 

 

25,069

 

 

 

24,786

 

 

 

24,998

 

 

 

24,754

 

Basic earnings per share

 

$

1.74

 

 

$

1.26

 

 

$

3.25

 

 

$

2.69

 

Diluted earnings per share

 

$

1.69

 

 

$

1.23

 

 

$

3.16

 

 

$

2.63

 

 

v3.6.0.2
Business Segment Information (Tables)
6 Months Ended
Dec. 31, 2016
Segment Reporting [Abstract]  
Summarized Financial Information of Reportable Segments

Summarized financial information concerning the Company’s reportable segments is as follows (in thousands):

 

 

 

Domestic

 

 

International

 

 

Total

 

Three Months Ended December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

1,024,025

 

 

$

33,505

 

 

$

1,057,530

 

Net income

 

 

38,732

 

 

 

3,688

 

 

 

42,420

 

Three Months Ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

793,542

 

 

$

36,895

 

 

$

830,437

 

Net income

 

 

26,741

 

 

 

3,711

 

 

 

30,452

 

Six Months Ended December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

2,062,916

 

 

$

67,894

 

 

$

2,130,810

 

Net income attributable to CACI

 

 

72,374

 

 

 

6,709

 

 

 

79,083

 

Six Months Ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

1,579,220

 

 

$

73,659

 

 

$

1,652,879

 

Net income attributable to CACI

 

 

58,676

 

 

 

6,408

 

 

 

65,084

 

 

v3.6.0.2
Fair Value of Financial Instruments (Tables)
6 Months Ended
Dec. 31, 2016
Fair Value Disclosures [Abstract]  
Recurring Fair Value Measurements

The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and June 30, 2016, and the level they fall within the fair value hierarchy (in thousands):

    

 

 

 

 

 

 

December 31,

 

 

June 30,

 

 

 

Financial Statement

 

Fair Value

 

2016

 

 

2016

 

Description of Financial Instrument

 

Classification

 

Hierarchy

 

Fair Value

 

Contingent consideration

 

Other accrued expenses and

   current liabilities

 

Level 3

 

$

3,569

 

 

$

 

Contingent consideration

 

Other long-term liabilities

 

Level 3

 

$

11,449

 

 

$

15,171

 

Interest rate swap agreements

 

Other long-term assets

 

Level 2

 

$

5,852

 

 

$

 

Interest rate swap agreements

 

Other accrued expenses and

   current liabilities

 

Level 2

 

$

345

 

 

$

 

Interest rate swap agreements

 

Other long-term liabilities

 

Level 2

 

$

5,844

 

 

$

21,609

 

 

v3.6.0.2
Recent Accounting Pronouncements (Detail Textual) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Dec. 31, 2015
Dec. 31, 2015
Accounting standards update 2016-09    
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]    
Excess tax benefits recognized $ 0.1 $ 0.9
v3.6.0.2
Acquisitions (Detail Textual) - USD ($)
$ in Thousands
6 Months Ended
Oct. 01, 2016
Feb. 01, 2016
Dec. 31, 2016
Dec. 31, 2015
Jun. 30, 2016
Jun. 30, 2015
Business Acquisition [Line Items]            
Proceeds from revolver borrowings     $ 240,500 $ 154,488    
Goodwill     $ 2,571,297   $ 2,585,343 $ 2,189,816
Customer contracts and related customer relationships            
Business Acquisition [Line Items]            
Amortization period of acquired intangible assets     14 years 1 month 6 days      
Revolving Credit Facility            
Business Acquisition [Line Items]            
Proceeds from revolver borrowings   $ 250,000        
Term loans            
Business Acquisition [Line Items]            
Proceeds from term loan borrowings   $ 300,000        
NSS Acquisition            
Business Acquisition [Line Items]            
Percentage of outstanding shares acquired   100.00%        
Cash consideration   $ 550,000        
Consideration, initial net working capital payment   11,200        
Consideration, net working capital refund received   13,600        
Consideration, expected refund for tax-related adjustments   5,700        
Measurement period adjustments, other current assets     $ 2,600      
Measurement period adjustments, receivables     1,200      
Measurement period adjustments, other accrued expenses     600      
Measurement period adjustments, purchase consideration     5,500      
Measurement period adjustments, goodwill     $ 8,600      
Business purchase consideration   541,900        
Goodwill   359,088        
Amount of tax deductible goodwill and intangibles   $ 47,700        
NSS Acquisition | Customer contracts and related customer relationships            
Business Acquisition [Line Items]            
Amortization period of acquired intangible assets   15 years        
NSS Acquisition | Revolving Credit Facility            
Business Acquisition [Line Items]            
Proceeds from revolver borrowings   $ 250,000        
NSS Acquisition | Term loans            
Business Acquisition [Line Items]            
Proceeds from term loan borrowings   $ 300,000        
Business in United Kingdom            
Business Acquisition [Line Items]            
Business purchase consideration $ 2,800          
v3.6.0.2
Acquisitions - Assets Acquired and Liabilities Assumed (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Jun. 30, 2016
Feb. 01, 2016
Jun. 30, 2015
Business Acquisition [Line Items]        
Goodwill $ 2,571,297 $ 2,585,343   $ 2,189,816
NSS Acquisition        
Business Acquisition [Line Items]        
Cash and cash equivalents     $ 2,596  
Accounts receivable     211,055  
Prepaid expenses and other current assets     14,628  
Property and equipment     21,320  
Intangible assets     110,500  
Goodwill     359,088  
Other long-term assets     437  
Accounts payable     (57,616)  
Accrued compensation and benefits     (38,953)  
Other accrued expenses and current liabilities     (38,116)  
Deferred income taxes     (37,796)  
Other long-term liabilities     (5,280)  
Total estimated consideration     $ 541,863  
v3.6.0.2
Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Jun. 30, 2016
Finite Lived Intangible Assets [Line Items]    
Intangible assets $ 668,253 $ 668,772
Less accumulated amortization (413,772) (393,400)
Total intangible assets, net 254,481 275,372
Customer contracts and related customer relationships    
Finite Lived Intangible Assets [Line Items]    
Intangible assets 635,004 635,826
Less accumulated amortization (383,327) (363,412)
Acquired technologies    
Finite Lived Intangible Assets [Line Items]    
Intangible assets 28,436 28,074
Less accumulated amortization (26,147) (25,693)
Covenants not to compete    
Finite Lived Intangible Assets [Line Items]    
Intangible assets 3,278 3,321
Less accumulated amortization (3,231) (3,245)
Other    
Finite Lived Intangible Assets [Line Items]    
Intangible assets 1,535 1,551
Less accumulated amortization $ (1,067) $ (1,050)
v3.6.0.2
Intangible Assets (Detail Textual)
6 Months Ended
Dec. 31, 2016
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 14 years 1 month 6 days
Weighted-average remaining amortization period 11 years 7 months 6 days
Acquired technologies  
Finite Lived Intangible Assets [Line Items]  
Weighted-average amortization period 9 years 7 months 6 days
Weighted-average remaining amortization period 6 years 1 month 6 days
v3.6.0.2
Intangible Assets - Expected Amortization Expense (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Jun. 30, 2016
Finite Lived Intangible Assets Net [Abstract]    
2017 (six months) $ 19,383  
2018 36,208  
2019 31,551  
2020 27,088  
2021 23,896  
Thereafter 116,355  
Total intangible assets, net $ 254,481 $ 275,372
v3.6.0.2
Goodwill - Rollforward of Goodwill (Detail) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Dec. 31, 2016
Jun. 30, 2016
Goodwill [Roll Forward]    
Balance $ 2,585,343 $ 2,189,816
Business acquisitions (6,415) 408,319
Foreign currency translation (7,631) (12,792)
Balance 2,571,297 2,585,343
Domestic    
Goodwill [Roll Forward]    
Balance 2,487,148 2,108,768
Business acquisitions (8,635) 378,380
Balance 2,478,513 2,487,148
International    
Goodwill [Roll Forward]    
Balance 98,195 81,048
Business acquisitions 2,220 29,939
Foreign currency translation (7,631) (12,792)
Balance $ 92,784 $ 98,195
v3.6.0.2
Long-term Debt - Schedule of Long-term Debt (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Jun. 30, 2016
Debt Instrument [Line Items]    
Principal amount of long-term debt $ 1,374,341 $ 1,472,833
Less unamortized debt issuance costs (14,537) (16,789)
Total long-term debt 1,359,804 1,456,044
Less current portion (67,456) (53,965)
Long-term debt, net of current portion 1,292,348 1,402,079
Bank credit facility - term loans    
Debt Instrument [Line Items]    
Principal amount of long-term debt 1,019,341 1,032,833
Bank credit facility - revolver loans    
Debt Instrument [Line Items]    
Principal amount of long-term debt $ 355,000 $ 440,000
v3.6.0.2
Long-term Debt (Detail Textual)
6 Months Ended
Feb. 01, 2016
USD ($)
Dec. 31, 2016
USD ($)
Dec. 31, 2015
USD ($)
Jun. 30, 2016
USD ($)
Debt Instrument [Line Items]        
Proceeds from revolver borrowings   $ 240,500,000 $ 154,488,000  
Outstanding amount under Credit Facility   1,374,341,000   $ 1,472,833,000
Cash Flow Hedging | Interest Rate Swap        
Debt Instrument [Line Items]        
Aggregate notional amount   900,000,000    
Bank Credit Facility        
Debt Instrument [Line Items]        
Credit facility maximum borrowing capacity   $ 1,981,300,000    
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.    
Credit Facility optional increases to borrowing capacity   $ 400,000,000    
Ratio that restricts optional increases to borrowing capacity   2.75    
Outstanding borrowings interest rate   3.22%    
Revolving Credit Facility        
Debt Instrument [Line Items]        
Credit facility maximum borrowing capacity   $ 850,000,000    
Proceeds from revolver borrowings $ 250,000,000      
Outstanding amount under Credit Facility   355,000,000   440,000,000
Term loans        
Debt Instrument [Line Items]        
Credit facility maximum borrowing capacity   1,131,300,000    
Proceeds from term loan borrowings $ 300,000,000      
Outstanding amount under Credit Facility   $ 1,019,341,000   $ 1,032,833,000
Term loan period   5 years    
Loan maturity date   Jun. 01, 2020    
Term loan frequency of payment   quarterly    
Term loans | Principal Payment Through June 30, 2018        
Debt Instrument [Line Items]        
Term loan principal payment   $ 13,500,000    
Term loans | Principal Payment Thereafter June 30, 2018        
Debt Instrument [Line Items]        
Term loan principal payment   27,000,000    
Same-Day Swing Line Loan Revolving Credit Sub Facility        
Debt Instrument [Line Items]        
Credit facility maximum borrowing capacity   100,000,000    
Stand-By Letters Of Credit Revolving Credit Sub Facility        
Debt Instrument [Line Items]        
Credit facility maximum borrowing capacity   25,000,000    
Outstanding Letters of Credit   $ 400,000    
v3.6.0.2
Long-term Debt - Cash Flow Hedges (Detail 1) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Long Term Debt [Abstract]        
Gain (loss) recognized in other comprehensive income $ 7,920 $ 1,440 $ 8,525 $ (4,016)
Amounts reclassified to earnings from accumulated other comprehensive loss 2,125 2,392 4,374 4,814
Net current period other comprehensive income $ 10,045 $ 3,832 $ 12,899 $ 798
v3.6.0.2
Long-term Debt - Aggregate Maturities of Long-Term Debt (Detail 2) - USD ($)
$ in Thousands
Dec. 31, 2016
Jun. 30, 2016
Long Term Debt [Abstract]    
2017 $ 67,456  
2018 80,947  
2019 107,930  
2020 1,118,008  
Principal amount of long-term debt 1,374,341 $ 1,472,833
Less unamortized debt issuance costs (14,537) (16,789)
Total long-term debt $ 1,359,804 $ 1,456,044
v3.6.0.2
Commitments and Contingencies (Detail Textual)
Dec. 31, 2016
USD ($)
Minimum | Government Contracting  
Loss Contingencies [Line Items]  
Estimated amount of possible loss $ 0
Minimum | Government Contracting | Incurred Cost Submissions  
Loss Contingencies [Line Items]  
Estimated amount of possible loss 0
Minimum | Virginia Sales and Use Tax Audit  
Loss Contingencies [Line Items]  
Estimated amount of possible loss 1,000,000
Maximum | Government Contracting  
Loss Contingencies [Line Items]  
Estimated amount of possible loss 3,900,000
Maximum | Government Contracting | Incurred Cost Submissions  
Loss Contingencies [Line Items]  
Estimated amount of possible loss 1,000,000
Maximum | Virginia Sales and Use Tax Audit  
Loss Contingencies [Line Items]  
Estimated amount of possible loss $ 2,500,000
v3.6.0.2
Stock-Based Compensation - Expense Recognized (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Stock-based compensation included in indirect costs and selling expense:        
Total stock-based compensation related to RSUs included in indirect costs and selling expense $ 5,660 $ 4,835 $ 10,557 $ 8,473
Income tax benefit recognized for stock-based compensation expense $ 2,125 $ 1,734 $ 3,883 $ 3,177
v3.6.0.2
Stock-Based Compensation (Detail Textual)
$ in Millions
6 Months Ended
Dec. 31, 2016
USD ($)
shares
2006 Stock Incentive Plan  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Stock incentive plan, expiration period 10 years
2006 Stock Incentive Plan | PRSUs  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Period to establish average share price for performance measurement 90 days
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 | PRSUs | September 2015  
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
2006 Stock Incentive Plan | PRSUs | September2016  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
PRSUs granted 193,420
Period to establish average share price for performance measurement 90 days
2006 Stock Incentive Plan | RSUs  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized compensation cost | $ $ 45.4
Weighted-average period to recognize unrecognized compensation cost (in years) 2 years 9 months 18 days
2006 Stock Incentive Plan | RSUs | October 2019  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Vesting percentage of awards 50.00%
2006 Stock Incentive Plan | RSUs | October 2020  
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 26,957
2006 Stock Incentive Plan | RSUs | September 2015  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Number of additional awards to be issued pursuant to condition 11,811
2006 Stock Incentive Plan | RSUs | September2016  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Number of additional awards to be issued pursuant to condition 193,420
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 October 1, 2019 and 50 percent of the earned award will vest on October 1, 2020
2016 Plan  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Cumulative grants of equity instruments awarded 8,056
Number of cumulative equity instruments forfeited 0
2016 Plan | November 2016  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Number of shares authorized for future grants 1,200,000
v3.6.0.2
Stock-Based Compensation - Schedule of Activity Related to RSUs (Detail 1) - RSUs
6 Months Ended
Dec. 31, 2016
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Outstanding, June 30, 2016 873,854
Granted 223,108
Vested (106,977)
Forfeited (22,130)
Outstanding, December 31, 2016 967,855
Weighted-average grant date fair value for RSUs | $ / shares $ 101.52
v3.6.0.2
Earnings Per Share - Calculation of Basic and Diluted Earnings per Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Earnings Per Share [Abstract]        
Net income $ 42,420 $ 30,452 $ 79,083 $ 65,084
Weighted-average number of basic shares outstanding during the period 24,387 24,246 24,363 24,227
Dilutive effect of SSARs/stock options and RSUs after application of treasury stock method 682 540 635 527
Weighted-average number of diluted shares outstanding during the period 25,069 24,786 24,998 24,754
Basic earnings per share $ 1.74 $ 1.26 $ 3.25 $ 2.69
Diluted earnings per share $ 1.69 $ 1.23 $ 3.16 $ 2.63
v3.6.0.2
Income Taxes (Detail Textual) - USD ($)
$ in Millions
Dec. 31, 2016
Jun. 30, 2016
Income Tax Disclosure [Abstract]    
Liability for unrecognized tax benefits $ 0.4 $ 0.4
Unrecognized tax benefit that would impact the company's effective tax rate $ 0.4  
v3.6.0.2
Business Segment Information (Detail Textual)
6 Months Ended
Dec. 31, 2016
Segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.6.0.2
Business Segment Information - Summarized Financial Information of Reportable Segments (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Segment Reporting Information [Line Items]        
Revenue from external customers $ 1,057,530 $ 830,437 $ 2,130,810 $ 1,652,879
Net income 42,420 30,452 79,083 65,084
Net income attributable to CACI 42,420 30,452 79,083 65,084
Domestic        
Segment Reporting Information [Line Items]        
Revenue from external customers 1,024,025 793,542 2,062,916 1,579,220
Net income 38,732 26,741    
Net income attributable to CACI     72,374 58,676
International        
Segment Reporting Information [Line Items]        
Revenue from external customers 33,505 36,895 67,894 73,659
Net income $ 3,688 $ 3,711    
Net income attributable to CACI     $ 6,709 $ 6,408
v3.6.0.2
Fair Value of Financial Instruments - Recurring Fair Value Measurements (Detail) - Fair Value, Measurements, Recurring - USD ($)
$ in Thousands
Dec. 31, 2016
Jun. 30, 2016
Other accrued expenses and current liabilities | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration $ 3,569  
Other accrued expenses and current liabilities | Level 2 | Interest Rate Swap    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Interest rate swap agreements 345  
Other long-term liabilities | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration 11,449 $ 15,171
Other long-term liabilities | Level 2 | Interest Rate Swap    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Interest rate swap agreements 5,844 $ 21,609
Other long-term assets | Level 2 | Interest Rate Swap    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Interest rate swap agreements $ 5,852  
v3.6.0.2
Fair Value of Financial Instruments (Detail Textual) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Dec. 31, 2016
Dec. 31, 2016
Fair Value Disclosures [Abstract]    
Business combination contingent consideration period   two and three year periods
Change in fair value of contingent consideration $ 0.4 $ 0.8