CACI INTERNATIONAL INC /DE/, 10-Q filed on 10/28/2016
Quarterly Report
v3.5.0.2
Document And Entity Information - shares
3 Months Ended
Sep. 30, 2016
Oct. 14, 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   24,378,137
Document Type 10-Q  
Document Period End Date Sep. 30, 2016  
Amendment Flag false  
Document Fiscal Year Focus 2017  
Document Fiscal Period Focus Q1  
v3.5.0.2
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Income Statement [Abstract]    
Revenue $ 1,073,280 $ 822,442
Costs of revenue:    
Direct costs 728,221 537,424
Indirect costs and selling expenses 257,338 205,700
Depreciation and amortization 18,063 14,811
Total costs of revenue 1,003,622 757,935
Income from operations 69,658 64,507
Interest expense and other, net 12,489 9,182
Income before income taxes 57,169 55,325
Income taxes 20,506 20,693
Net income $ 36,663 $ 34,632
Basic earnings per share $ 1.51 $ 1.43
Diluted earnings per share $ 1.47 $ 1.40
Weighted-average basic shares outstanding 24,340 24,208
Weighted-average diluted shares outstanding 24,928 24,721
v3.5.0.2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Statement Of Income And Comprehensive Income [Abstract]    
Net income $ 36,663 $ 34,632
Other comprehensive (loss) income:    
Foreign currency translation adjustment (3,702) (4,410)
Change in fair value of interest rate swap agreements, net of tax 2,854 (3,034)
Other comprehensive loss, net of tax (848) (7,444)
Comprehensive income $ 35,815 $ 27,188
v3.5.0.2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)
$ in Thousands
Sep. 30, 2016
Jun. 30, 2016
Current assets:    
Cash and cash equivalents $ 49,668 $ 49,082
Accounts receivable, net 727,182 803,817
Prepaid expenses and other current assets 83,850 68,939
Total current assets 860,700 921,838
Goodwill 2,581,948 2,585,343
Intangible assets, net 264,556 275,372
Property and equipment, net 83,602 81,362
Supplemental retirement savings plan assets 89,256 89,937
Accounts receivable, long-term 7,919 8,330
Other long-term assets 24,228 25,159
Total assets 3,912,209 3,987,341
Current liabilities:    
Current portion of long-term debt 53,965 53,965
Accounts payable 55,016 95,270
Accrued compensation and benefits 216,848 228,362
Other accrued expenses and current liabilities 176,275 187,579
Total current liabilities 502,104 565,176
Long-term debt, net of current portion 1,344,716 1,402,079
Supplemental retirement savings plan obligations, net of current portion 79,504 76,995
Deferred income taxes 262,121 248,458
Other long-term liabilities 78,643 87,320
Total liabilities 2,267,088 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; 41,809 shares issued and 24,374 outstanding at September 30, 2016 and 41,758 shares issued and 24,323 outstanding at June 30, 2016 4,181 4,176
Additional paid-in capital 560,311 558,324
Retained earnings 1,698,611 1,661,948
Accumulated other comprehensive loss (41,931) (41,083)
Treasury stock, at cost (17,435 and 17,435 shares, respectively) (576,186) (576,187)
Total CACI shareholders’ equity 1,644,986 1,607,178
Noncontrolling interest 135 135
Total shareholders’ equity 1,645,121 1,607,313
Total liabilities and shareholders’ equity $ 3,912,209 $ 3,987,341
v3.5.0.2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parentheticals) - $ / shares
Sep. 30, 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 41,809,000 41,758,000
Common stock, shares outstanding 24,374,000 24,323,000
Treasury stock, shares at cost 17,435,000 17,435,000
v3.5.0.2
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2016
Sep. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income $ 36,663 $ 34,632
Reconciliation of net income to net cash provided by operating activities:    
Depreciation and amortization 18,063 14,811
Amortization of deferred financing costs 1,128 577
Loss on disposal of fixed assets 727  
Stock-based compensation expense 4,897 3,638
Deferred income tax expense 11,846 7,885
Equity in earnings of unconsolidated ventures (103) 49
Changes in operating assets and liabilities, net of effect of business acquisitions:    
Accounts receivable, net 63,292 48,190
Prepaid expenses and other assets (13,012) (10,869)
Accounts payable and other accrued expenses (41,642) (9,945)
Accrued compensation and benefits (11,418) (6,949)
Income taxes payable and receivable (14,421) (785)
Supplemental retirement savings plan obligations and other long-term liabilities 1,757 (1,931)
Net cash provided by operating activities 57,777 79,303
CASH FLOWS FROM INVESTING ACTIVITIES    
Capital expenditures (11,235) (4,479)
Cash paid for business acquisitions, net of cash acquired (2,921) (2,767)
Proceeds from net working capital refund of acquired business 13,619  
Proceeds from equity method investments 4,681  
Other 481 (765)
Net cash provided by (used in) investing activities 4,625 (8,011)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from borrowings under bank credit facilities 164,000 82,500
Principal payments made under bank credit facilities (222,491) (157,241)
Proceeds from employee stock purchase plans 1,182 801
Repurchases of common stock (1,085) (794)
Payment of taxes for equity transactions (2,848) (2,340)
Other   4
Net cash used in financing activities (61,242) (77,070)
Effect of exchange rate changes on cash and cash equivalents (574) (587)
Net increase (decrease) in cash and cash equivalents 586 (6,365)
Cash and cash equivalents, beginning of period 49,082 35,364
Cash and cash equivalents, end of year 49,668 28,999
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION    
Cash paid during the period for income taxes, net of refunds 23,054 13,285
Cash paid during the period for interest 11,524 8,379
Non-cash financing and investing activities:    
Accrued capital expenditures $ 1,434 $ 122
v3.5.0.2
Basis of Presentation
3 Months Ended
Sep. 30, 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 September 30, 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 months ended September 30, 2016 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year.

v3.5.0.2
Recent Accounting Pronouncements
3 Months Ended
Sep. 30, 2016
New Accounting Pronouncements And Changes In Accounting Principles [Abstract]  
Recent Accounting Pronouncements

 

2.

Recent Accounting Pronouncements

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 is therefore required to report the impact as though the ASU had been adopted on July 1, 2015.

Upon adoption, the Company recognized excess tax benefits of $0.8 million during the three months ended September 30, 2015 as a reduction to tax expense in our 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 our 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.

v3.5.0.2
Acquisitions
3 Months Ended
Sep. 30, 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.

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. Based on the Company’s preliminary valuation, the total estimated consideration of $547.5 million has been allocated to assets acquired and liabilities assumed as follows (in thousands):

 

Cash and cash equivalents

 

$

2,596

 

Accounts receivable

 

 

211,120

 

Prepaid expenses and other current assets

 

 

11,997

 

Property and equipment

 

 

21,320

 

Intangible assets

 

 

110,500

 

Goodwill

 

 

367,322

 

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

 

$

547,531

 

The goodwill of $367.3 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.

v3.5.0.2
Intangible Assets
3 Months Ended
Sep. 30, 2016
Finite Lived Intangible Assets Net [Abstract]  
Intangible Assets

4.

Intangible Assets

Intangible assets consisted of the following (in thousands):

 

 

 

September 30,

 

 

June 30,

 

 

 

2016

 

 

2016

 

Customer contracts and related customer relationships

 

$

635,397

 

 

$

635,826

 

Acquired technologies

 

 

28,046

 

 

 

28,074

 

Covenants not to compete

 

 

3,304

 

 

 

3,321

 

Other

 

 

1,545

 

 

 

1,551

 

Intangible assets

 

 

668,292

 

 

 

668,772

 

Accumulated amortization:

 

 

 

 

 

 

 

 

Customer contracts and related customer relationships

 

 

(373,521

)

 

 

(363,412

)

Acquired technologies

 

 

(25,913

)

 

 

(25,693

)

Covenants not to compete

 

 

(3,242

)

 

 

(3,245

)

Other

 

 

(1,060

)

 

 

(1,050

)

Less accumulated amortization

 

 

(403,736

)

 

 

(393,400

)

Total intangible assets, net

 

$

264,556

 

 

$

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 September 30, 2016 is 14 years, and the weighted-average remaining period of amortization is 11.8 years.  The weighted-average period of amortization for acquired technologies as of September 30, 2016 is 10 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, 2017, and for each of the fiscal years thereafter, is as follows (in thousands):

 

Fiscal year ending June 30,

 

Amount

 

2017 (nine months)

 

$

29,928

 

2018

 

 

36,109

 

2019

 

 

31,487

 

2020

 

 

27,029

 

2021

 

 

23,830

 

Thereafter

 

 

116,173

 

Total intangible assets, net

 

$

264,556

 

 

v3.5.0.2
Goodwill
3 Months Ended
Sep. 30, 2016
Goodwill [Abstract]  
Goodwill

5.

Goodwill

The changes in the carrying amount of goodwill for the year ended June 30, 2016 and the three months ended September 30, 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

 

 

(400

)

 

 

(172

)

 

 

(572

)

Foreign currency translation

 

 

 

 

 

(2,823

)

 

 

(2,823

)

Balance at September 30, 2016

 

$

2,486,748

 

 

$

95,200

 

 

$

2,581,948

 

 

v3.5.0.2
Long-term Debt
3 Months Ended
Sep. 30, 2016
Long Term Debt [Abstract]  
Long-term Debt

6.

Long-term Debt 

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

 

 

 

September 30,

 

 

June 30,

 

 

 

2016

 

 

2016

 

Bank credit facility – term loans

 

$

1,019,341

 

 

$

1,032,833

 

Bank credit facility – revolver loans

 

 

395,000

 

 

 

440,000

 

Principal amount of long-term debt

 

 

1,414,341

 

 

 

1,472,833

 

Less unamortized debt issuance costs

 

 

(15,660

)

 

 

(16,789

)

Total long-term debt

 

 

1,398,681

 

 

 

1,456,044

 

Less current portion

 

 

(53,965

)

 

 

(53,965

)

Long-term debt, net of current portion

 

$

1,344,716

 

 

$

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 September 30, 2016, the Company had $395.0 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 September 30, 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 September 30, 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 3.13 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 September 30, 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 months ended September 30, 2016 and 2015 is as follows (in thousands):

 

 

 

Three Months Ended

 

 

 

September 30,

 

 

 

2016

 

 

2015

 

Gain (loss) recognized in other comprehensive income

 

$

605

 

 

$

(5,456

)

Amounts reclassified to earnings from accumulated other

   comprehensive loss

 

 

2,249

 

 

 

2,422

 

Net current period other comprehensive income (loss)

 

$

2,854

 

 

$

(3,034

)

The aggregate maturities of long-term debt at September 30, 2016 are as follows (in thousands):

 

Twelve months ending September 30,

 

 

 

 

2017

 

$

53,965

 

2018

 

 

67,456

 

2019

 

 

107,930

 

2020

 

 

1,184,990

 

Principal amount of long-term debt

 

 

1,414,341

 

Less unamortized debt issuance costs

 

 

(15,660

)

Total long-term debt

 

$

1,398,681

 

 

v3.5.0.2
Commitments and Contingencies
3 Months Ended
Sep. 30, 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 years ended June 30, 2010 and 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 potential 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 pursued 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 appealed the Army’s determination that our methods for computing employee danger pay were incorrect, and needed to be changed.  In a decision dated July 18, 2016, the Armed Services Board of Contract Appeals ruled in favor of the Company.

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 not accrued any liabilities for these determinations and demands and does not believe unfavorable outcomes are probable.

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 $1.0 million to $2.5 million.

v3.5.0.2
Stock-Based Compensation
3 Months Ended
Sep. 30, 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

 

 

 

September 30,

 

 

 

2016

 

 

2015

 

Total stock-based compensation related to RSUs included in

   indirect costs and selling expense

 

$

4,897

 

 

$

3,638

 

Income tax benefit recognized for stock-based compensation expense

 

$

1,757

 

 

$

1,415

 

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.

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 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, 2016 exceeded the average share price of the Company’s stock for the 90 day period ended September 23, 2014, resulting in an additional 19,190 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 grants under the 2006 Plan and its predecessor plan is 12,450,000 as of September 30, 2016. 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 September 30, 2016, cumulative grants of 13,978,332 equity instruments underlying the shares authorized have been awarded, and 4,217,234 of these instruments have been forfeited.

Activity related to RSUs during the three months ended September 30, 2016 is as follows:

 

 

 

RSUs

 

Outstanding, June 30, 2016

 

 

873,854

 

Granted

 

 

215,052

 

Vested

 

 

(80,466

)

Forfeited

 

 

(3,918

)

Outstanding, September 30, 2016

 

 

1,004,522

 

Weighted-average grant date fair value for RSUs

 

$

100.66

 

 

As of September 30, 2016, there was $51.9 million of total unrecognized compensation costs related to RSUs scheduled to be recognized over a weighted-average period of 3.0 years.

v3.5.0.2
Earnings Per Share
3 Months Ended
Sep. 30, 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.  There were no anti-dilutive common stock equivalents for the three months ended September 30, 2016 and 2015.  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

 

 

 

September 30,

 

 

 

2016

 

 

2015

 

Net income

 

$

36,663

 

 

$

34,632

 

Weighted-average number of basic shares outstanding

   during the period

 

 

24,340

 

 

 

24,208

 

Dilutive effect of SSARs/stock options and RSUs after

   application of treasury stock method

 

 

588

 

 

 

513

 

Weighted-average number of diluted shares outstanding

   during the period

 

 

24,928

 

 

 

24,721

 

Basic earnings per share

 

$

1.51

 

 

$

1.43

 

Diluted earnings per share

 

$

1.47

 

 

$

1.40

 

 

v3.5.0.2
Income Taxes
3 Months Ended
Sep. 30, 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 September 30, 2016 and June 30, 2016 was $0.4 million for both periods. The $0.4 million unrecognized tax benefit at September 30, 2016, if recognized, would impact the Company’s effective tax rate.  

v3.5.0.2
Business Segment Information
3 Months Ended
Sep. 30, 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 September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

1,038,891

 

 

$

34,389

 

 

$

1,073,280

 

Net income

 

 

33,642

 

 

 

3,021

 

 

 

36,663

 

Three Months Ended September 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

785,678

 

 

$

36,764

 

 

$

822,442

 

Net income

 

 

31,935

 

 

 

2,697

 

 

 

34,632

 

 

v3.5.0.2
Fair Value of Financial Instruments
3 Months Ended
Sep. 30, 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 September 30, 2016 and June 30, 2016, and the level they fall within the fair value hierarchy (in thousands):

    

 

 

 

 

 

 

September 30,

 

 

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

 

$

3,751

 

 

$

 

Contingent consideration

 

Other long-term liabilities

 

Level 3

 

$

11,447

 

 

$

15,171

 

Interest rate swap agreements

 

Other accrued expenses and

   current liabilities

 

Level 2

 

$

655

 

 

$

 

Interest rate swap agreements

 

Other long-term liabilities

 

Level 2

 

$

16,247

 

 

$

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 months ended September 30, 2016, this remeasurement resulted in a $0.4 million change to the liability recorded.

 

v3.5.0.2
Subsequent Events
3 Months Ended
Sep. 30, 2016
Subsequent Events [Abstract]  
Subsequent Events

13.

Subsequent Events

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.

v3.5.0.2
Accounting Policies (Policies)
3 Months Ended
Sep. 30, 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 September 30, 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 months ended September 30, 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 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 is therefore required to report the impact as though the ASU had been adopted on July 1, 2015.

Upon adoption, the Company recognized excess tax benefits of $0.8 million during the three months ended September 30, 2015 as a reduction to tax expense in our 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 our 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.

v3.5.0.2
Acquisitions (Tables)
3 Months Ended
Sep. 30, 2016
Business Combinations [Abstract]  
Assets Acquired and Liabilities Assumed

 

Cash and cash equivalents

 

$

2,596

 

Accounts receivable

 

 

211,120

 

Prepaid expenses and other current assets

 

 

11,997

 

Property and equipment

 

 

21,320

 

Intangible assets

 

 

110,500

 

Goodwill

 

 

367,322

 

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

 

$

547,531

 

 

v3.5.0.2
Intangible Assets (Tables)
3 Months Ended
Sep. 30, 2016
Finite Lived Intangible Assets Net [Abstract]  
Schedule of Intangible Assets

Intangible assets consisted of the following (in thousands):

 

 

 

September 30,

 

 

June 30,

 

 

 

2016

 

 

2016

 

Customer contracts and related customer relationships

 

$

635,397

 

 

$

635,826

 

Acquired technologies

 

 

28,046

 

 

 

28,074

 

Covenants not to compete

 

 

3,304

 

 

 

3,321

 

Other

 

 

1,545

 

 

 

1,551

 

Intangible assets

 

 

668,292

 

 

 

668,772

 

Accumulated amortization:

 

 

 

 

 

 

 

 

Customer contracts and related customer relationships

 

 

(373,521

)

 

 

(363,412

)

Acquired technologies

 

 

(25,913

)

 

 

(25,693

)

Covenants not to compete

 

 

(3,242

)

 

 

(3,245

)

Other

 

 

(1,060

)

 

 

(1,050

)

Less accumulated amortization

 

 

(403,736

)

 

 

(393,400

)

Total intangible assets, net

 

$

264,556

 

 

$

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 (nine months)

 

$

29,928

 

2018

 

 

36,109

 

2019

 

 

31,487

 

2020

 

 

27,029

 

2021

 

 

23,830

 

Thereafter

 

 

116,173

 

Total intangible assets, net

 

$

264,556

 

 

v3.5.0.2
Goodwill (Tables)
3 Months Ended
Sep. 30, 2016
Goodwill [Abstract]  
Rollforward of Goodwill

The changes in the carrying amount of goodwill for the year ended June 30, 2016 and the three months ended September 30, 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

 

 

(400

)

 

 

(172

)

 

 

(572

)

Foreign currency translation

 

 

 

 

 

(2,823

)

 

 

(2,823

)

Balance at September 30, 2016

 

$

2,486,748

 

 

$

95,200

 

 

$

2,581,948

 

 

v3.5.0.2
Long-term Debt (Tables)
3 Months Ended
Sep. 30, 2016
Long Term Debt [Abstract]  
Schedule of Long-term Debt

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

 

 

 

September 30,

 

 

June 30,

 

 

 

2016

 

 

2016

 

Bank credit facility – term loans

 

$

1,019,341

 

 

$

1,032,833

 

Bank credit facility – revolver loans

 

 

395,000

 

 

 

440,000

 

Principal amount of long-term debt

 

 

1,414,341

 

 

 

1,472,833

 

Less unamortized debt issuance costs

 

 

(15,660

)

 

 

(16,789

)

Total long-term debt

 

 

1,398,681

 

 

 

1,456,044

 

Less current portion

 

 

(53,965

)

 

 

(53,965

)

Long-term debt, net of current portion

 

$

1,344,716

 

 

$

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 months ended September 30, 2016 and 2015 is as follows (in thousands):

 

 

 

Three Months Ended

 

 

 

September 30,

 

 

 

2016

 

 

2015

 

Gain (loss) recognized in other comprehensive income

 

$

605

 

 

$

(5,456

)

Amounts reclassified to earnings from accumulated other

   comprehensive loss

 

 

2,249

 

 

 

2,422

 

Net current period other comprehensive income (loss)

 

$

2,854

 

 

$

(3,034

)

 

Aggregate Maturities of Long-term Debt

The aggregate maturities of long-term debt at September 30, 2016 are as follows (in thousands):

 

Twelve months ending September 30,

 

 

 

 

2017

 

$

53,965

 

2018

 

 

67,456

 

2019

 

 

107,930

 

2020

 

 

1,184,990

 

Principal amount of long-term debt

 

 

1,414,341

 

Less unamortized debt issuance costs

 

 

(15,660

)

Total long-term debt

 

$

1,398,681

 

 

v3.5.0.2
Stock-Based Compensation (Tables)
3 Months Ended
Sep. 30, 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

 

 

 

September 30,

 

 

 

2016

 

 

2015

 

Total stock-based compensation related to RSUs included in

   indirect costs and selling expense

 

$

4,897

 

 

$

3,638

 

Income tax benefit recognized for stock-based compensation expense

 

$

1,757

 

 

$

1,415

 

 

Schedule of Activity Related to RSUs

Activity related to RSUs during the three months ended September 30, 2016 is as follows:

 

 

 

RSUs

 

Outstanding, June 30, 2016

 

 

873,854

 

Granted

 

 

215,052

 

Vested

 

 

(80,466

)

Forfeited

 

 

(3,918

)

Outstanding, September 30, 2016

 

 

1,004,522

 

Weighted-average grant date fair value for RSUs

 

$

100.66

 

 

v3.5.0.2
Earnings Per Share (Tables)
3 Months Ended
Sep. 30, 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

 

 

 

September 30,

 

 

 

2016

 

 

2015

 

Net income

 

$

36,663

 

 

$

34,632

 

Weighted-average number of basic shares outstanding

   during the period

 

 

24,340

 

 

 

24,208

 

Dilutive effect of SSARs/stock options and RSUs after

   application of treasury stock method

 

 

588

 

 

 

513

 

Weighted-average number of diluted shares outstanding

   during the period

 

 

24,928

 

 

 

24,721

 

Basic earnings per share

 

$

1.51

 

 

$

1.43

 

Diluted earnings per share

 

$

1.47

 

 

$

1.40

 

 

v3.5.0.2
Business Segment Information (Tables)
3 Months Ended
Sep. 30, 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 September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

1,038,891

 

 

$

34,389

 

 

$

1,073,280

 

Net income

 

 

33,642

 

 

 

3,021

 

 

 

36,663

 

Three Months Ended September 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

785,678

 

 

$

36,764

 

 

$

822,442

 

Net income

 

 

31,935

 

 

 

2,697

 

 

 

34,632

 

 

v3.5.0.2
Fair Value of Financial Instruments (Tables)
3 Months Ended
Sep. 30, 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 September 30, 2016 and June 30, 2016, and the level they fall within the fair value hierarchy (in thousands):

    

 

 

 

 

 

 

September 30,

 

 

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

 

$

3,751

 

 

$

 

Contingent consideration

 

Other long-term liabilities

 

Level 3

 

$

11,447

 

 

$

15,171

 

Interest rate swap agreements

 

Other accrued expenses and

   current liabilities

 

Level 2

 

$

655

 

 

$

 

Interest rate swap agreements

 

Other long-term liabilities

 

Level 2

 

$

16,247

 

 

$

21,609

 

 

v3.5.0.2
Recent Accounting Pronouncements (Detail Textual)
$ in Millions
3 Months Ended
Sep. 30, 2015
USD ($)
Accounting standards update 2016-09  
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]  
Excess tax benefits recognized $ 0.8
v3.5.0.2
Acquisitions (Detail Textual) - USD ($)
$ in Thousands
3 Months Ended
Feb. 01, 2016
Sep. 30, 2016
Sep. 30, 2015
Jun. 30, 2016
Jun. 30, 2015
Business Acquisition [Line Items]          
Proceeds from revolver borrowings   $ 164,000 $ 82,500    
Goodwill   $ 2,581,948   $ 2,585,343 $ 2,189,816
Customer contracts and related customer relationships          
Business Acquisition [Line Items]          
Amortization period of acquired intangible assets   14 years      
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        
Total consideration 547,500        
Goodwill 367,322        
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        
v3.5.0.2
Acquisitions - Assets Acquired and Liabilities Assumed (Detail) - USD ($)
$ in Thousands
Sep. 30, 2016
Jun. 30, 2016
Feb. 01, 2016
Jun. 30, 2015
Business Acquisition [Line Items]        
Goodwill $ 2,581,948 $ 2,585,343   $ 2,189,816
NSS Acquisition        
Business Acquisition [Line Items]        
Cash and cash equivalents     $ 2,596  
Accounts receivable     211,120  
Prepaid expenses and other current assets     11,997  
Property and equipment     21,320  
Intangible assets     110,500  
Goodwill     367,322  
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     $ 547,531  
v3.5.0.2
Intangible Assets - Summary of Intangible Assets (Detail) - USD ($)
$ in Thousands
Sep. 30, 2016
Jun. 30, 2016
Finite Lived Intangible Assets [Line Items]    
Intangible assets $ 668,292 $ 668,772
Less accumulated amortization (403,736) (393,400)
Total intangible assets, net 264,556 275,372
Customer contracts and related customer relationships    
Finite Lived Intangible Assets [Line Items]    
Intangible assets 635,397 635,826
Less accumulated amortization (373,521) (363,412)
Acquired technologies    
Finite Lived Intangible Assets [Line Items]    
Intangible assets 28,046 28,074
Less accumulated amortization (25,913) (25,693)
Covenants not to compete    
Finite Lived Intangible Assets [Line Items]    
Intangible assets 3,304 3,321
Less accumulated amortization (3,242) (3,245)
Other    
Finite Lived Intangible Assets [Line Items]    
Intangible assets 1,545 1,551
Less accumulated amortization $ (1,060) $ (1,050)
v3.5.0.2
Intangible Assets (Detail Textual)
3 Months Ended
Sep. 30, 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
Weighted-average remaining amortization period 11 years 9 months 18 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
v3.5.0.2
Intangible Assets - Expected Amortization Expense (Detail) - USD ($)
$ in Thousands
Sep. 30, 2016
Jun. 30, 2016
Finite Lived Intangible Assets Net [Abstract]    
2017 (nine months) $ 29,928  
2018 36,109  
2019 31,487  
2020 27,029  
2021 23,830  
Thereafter 116,173  
Total intangible assets, net $ 264,556 $ 275,372
v3.5.0.2
Goodwill - Rollforward of Goodwill (Detail) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Sep. 30, 2016
Jun. 30, 2016
Goodwill [Roll Forward]    
Balance $ 2,585,343 $ 2,189,816
Business acquisitions (572) 408,319
Foreign currency translation (2,823) (12,792)
Balance 2,581,948 2,585,343
Domestic    
Goodwill [Roll Forward]    
Balance 2,487,148 2,108,768
Business acquisitions (400) 378,380
Balance 2,486,748 2,487,148
International    
Goodwill [Roll Forward]    
Balance 98,195 81,048
Business acquisitions (172) 29,939
Foreign currency translation (2,823) (12,792)
Balance $ 95,200 $ 98,195
v3.5.0.2
Long-term Debt - Schedule of Long-term Debt (Detail) - USD ($)
$ in Thousands
Sep. 30, 2016
Jun. 30, 2016
Debt Instrument [Line Items]    
Principal amount of long-term debt $ 1,414,341 $ 1,472,833
Less unamortized debt issuance costs (15,660) (16,789)
Total long-term debt 1,398,681 1,456,044
Less current portion (53,965) (53,965)
Long-term debt, net of current portion 1,344,716 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 $ 395,000 $ 440,000
v3.5.0.2
Long-term Debt (Detail Textual)
3 Months Ended
Feb. 01, 2016
USD ($)
Sep. 30, 2016
USD ($)
Sep. 30, 2015
USD ($)
Jun. 30, 2016
USD ($)
Debt Instrument [Line Items]        
Proceeds from revolver borrowings   $ 164,000,000 $ 82,500,000  
Outstanding amount under Credit Facility   1,414,341,000   $ 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   3.13%    
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   395,000,000   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    
v3.5.0.2
Long-term Debt - Cash Flow Hedges (Detail 1) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Long Term Debt [Abstract]    
Gain (loss) recognized in other comprehensive income $ 605 $ (5,456)
Amounts reclassified to earnings from accumulated other comprehensive loss 2,249 2,422
Net current period other comprehensive income (loss) $ 2,854 $ (3,034)
v3.5.0.2
Long-term Debt - Aggregate Maturities of Long-Term Debt (Detail 2) - USD ($)
$ in Thousands
Sep. 30, 2016
Jun. 30, 2016
Long Term Debt [Abstract]    
2017 $ 53,965  
2018 67,456  
2019 107,930  
2020 1,184,990  
Principal amount of long-term debt 1,414,341 $ 1,472,833
Less unamortized debt issuance costs (15,660) (16,789)
Total long-term debt $ 1,398,681 $ 1,456,044
v3.5.0.2
Commitments and Contingencies (Detail Textual)
Sep. 30, 2016
USD ($)
Minimum | Government Contracting  
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 | Virginia Sales and Use Tax Audit  
Loss Contingencies [Line Items]  
Estimated amount of possible loss $ 2,500,000
v3.5.0.2
Stock-Based Compensation - Expense Recognized (Details) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2016
Sep. 30, 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 $ 4,897 $ 3,638
Income tax benefit recognized for stock-based compensation expense $ 1,757 $ 1,415
v3.5.0.2
Stock-Based Compensation (Detail Textual)
$ in Millions
3 Months Ended
Sep. 30, 2016
USD ($)
shares
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 | $ $ 51.9
Weighted-average period to recognize unrecognized compensation cost (in years) 3 years
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 19,190
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
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 awarded 13,978,332
Number of cumulative equity instruments forfeited 4,217,234
v3.5.0.2
Stock-Based Compensation - Schedule of Activity Related to RSUs (Detail 1) - RSUs
3 Months Ended
Sep. 30, 2016
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Outstanding, June 30, 2016 873,854
Granted 215,052
Vested (80,466)
Forfeited (3,918)
Outstanding, September 30, 2016 1,004,522
Weighted-average grant date fair value for RSUs | $ / shares $ 100.66
v3.5.0.2
Earnings Per Share - Calculation of Basic and Diluted Earnings per Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Earnings Per Share [Abstract]    
Net income $ 36,663 $ 34,632
Weighted-average number of basic shares outstanding during the period 24,340 24,208
Dilutive effect of SSARs/stock options and RSUs after application of treasury stock method 588 513
Weighted-average number of diluted shares outstanding during the period 24,928 24,721
Basic earnings per share $ 1.51 $ 1.43
Diluted earnings per share $ 1.47 $ 1.40
v3.5.0.2
Income Taxes (Detail Textual) - USD ($)
$ in Millions
Sep. 30, 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  
v3.5.0.2
Business Segment Information (Detail Textual)
3 Months Ended
Sep. 30, 2016
Segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.5.0.2
Business Segment Information - Summarized Financial Information of Reportable Segments (Detail) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Segment Reporting Information [Line Items]    
Revenue from external customers $ 1,073,280 $ 822,442
Net income 36,663 34,632
Domestic    
Segment Reporting Information [Line Items]    
Revenue from external customers 1,038,891 785,678
Net income 33,642 31,935
International    
Segment Reporting Information [Line Items]    
Revenue from external customers 34,389 36,764
Net income $ 3,021 $ 2,697
v3.5.0.2
Fair Value of Financial Instruments - Recurring Fair Value Measurements (Detail) - Fair Value, Measurements, Recurring - USD ($)
$ in Thousands
Sep. 30, 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 $ 3,751  
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 655  
Other long-term liabilities | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration 11,447 $ 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 $ 16,247 $ 21,609
v3.5.0.2
Fair Value of Financial Instruments (Detail Textual)
$ in Millions
3 Months Ended
Sep. 30, 2016
USD ($)
Fair Value Disclosures [Abstract]  
Business combination contingent consideration period two and three year periods
Change in fair value of contingent consideration $ 0.4
v3.5.0.2
Subsequent Events (Detail Textual)
$ in Millions
Oct. 01, 2016
USD ($)
Business in United Kingdom | Subsequent Events  
Business Acquisition [Line Items]  
Business purchase consideration $ 2.8