CACI INTERNATIONAL INC /DE/, 10-Q filed on 2/1/2018
Quarterly Report
v3.8.0.1
Document And Entity Information - shares
6 Months Ended
Dec. 31, 2017
Jan. 24, 2018
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   24,627,905
Document Type 10-Q  
Document Period End Date Dec. 31, 2017  
Amendment Flag false  
Document Fiscal Year Focus 2018  
Document Fiscal Period Focus Q2  
v3.8.0.1
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Income Statement [Abstract]        
Revenue $ 1,087,860 $ 1,057,530 $ 2,173,674 $ 2,130,810
Costs of revenue:        
Direct costs 727,160 705,321 1,466,838 1,433,542
Indirect costs and selling expenses 254,180 253,822 515,424 511,160
Depreciation and amortization 18,258 18,132 35,846 36,195
Total costs of revenue 999,598 977,275 2,018,108 1,980,897
Income from operations 88,262 80,255 155,566 149,913
Interest expense and other, net 10,956 12,325 22,203 24,814
Income before income taxes 77,306 67,930 133,363 125,099
Income tax expense (benefit) (65,489) 25,510 (51,478) 46,016
Net income $ 142,795 $ 42,420 $ 184,841 $ 79,083
Basic earnings per share $ 5.80 $ 1.74 $ 7.53 $ 3.25
Diluted earnings per share $ 5.66 $ 1.69 $ 7.33 $ 3.16
Weighted-average basic shares outstanding 24,622 24,387 24,555 24,363
Weighted-average diluted shares outstanding 25,211 25,069 25,228 24,998
v3.8.0.1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Statement Of Income And Comprehensive Income [Abstract]        
Net income $ 142,795 $ 42,420 $ 184,841 $ 79,083
Other comprehensive income:        
Foreign currency translation adjustment 1,191 (6,424) 5,554 (10,126)
Change in fair value of interest rate swap agreements, net of tax 2,613 10,045 3,121 12,899
Other comprehensive income, net of tax 3,804 3,621 8,675 2,773
Comprehensive income $ 146,599 $ 46,041 $ 193,516 $ 81,856
v3.8.0.1
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)
$ in Thousands
Dec. 31, 2017
Jun. 30, 2017
Current assets:    
Cash and cash equivalents $ 56,328 $ 65,539
Accounts receivable, net 758,141 757,341
Prepaid expenses and other current assets 73,697 57,022
Total current assets 888,166 879,902
Goodwill 2,614,294 2,577,435
Intangible assets, net 244,072 [1] 235,371
Property and equipment, net 101,470 91,749
Supplemental retirement savings plan assets 91,755 91,367
Accounts receivable, long-term 8,177 7,886
Other long-term assets 36,199 27,372
Total assets 3,984,133 3,911,082
Current liabilities:    
Current portion of long-term debt 80,947 53,965
Accounts payable 91,056 62,874
Accrued compensation and benefits 234,999 239,741
Other accrued expenses and current liabilities 166,359 170,164
Total current liabilities 573,361 526,744
Long-term debt, net of current portion 1,070,846 1,177,598
Supplemental retirement savings plan obligations, net of current portion 87,593 81,823
Deferred income taxes 192,688 273,320
Other long-term liabilities 72,825 57,876
Total liabilities 1,997,313 2,117,361
COMMITMENTS AND CONTINGENCIES
Shareholders’ equity:    
Preferred stock $0.10 par value, 10,000 shares authorized, no shares issued or outstanding
Common stock $0.10 par value, 80,000 shares authorized; 42,059 shares issued and 24,625 outstanding at December 31, 2017 and 41,896 shares issued and 24,462 outstanding at June 30, 2017 4,206 4,190
Additional paid-in capital 568,646 569,080
Retained earnings 2,010,460 1,825,619
Accumulated other comprehensive loss (20,441) (29,116)
Treasury stock, at cost (17,434 and 17,435 shares, respectively) (576,186) (576,187)
Total CACI shareholders’ equity 1,986,685 1,793,586
Noncontrolling interest 135 135
Total shareholders’ equity 1,986,820 1,793,721
Total liabilities and shareholders’ equity $ 3,984,133 $ 3,911,082
[1] During the six months ended December 31, 2017, the Company wrote off $250.7 million in fully amortized intangible assets.
v3.8.0.1
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parentheticals) - $ / shares
Dec. 31, 2017
Jun. 30, 2017
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
Preferred stock, shares outstanding 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 42,059,000 41,896,000
Common stock, shares outstanding 24,625,000 24,462,000
Treasury stock, shares at cost 17,434,000 17,435,000
v3.8.0.1
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
$ in Thousands
6 Months Ended
Dec. 31, 2017
Dec. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income $ 184,841 $ 79,083
Reconciliation of net income to net cash provided by operating activities:    
Depreciation and amortization 35,846 36,195
Amortization of deferred financing costs 2,212 2,252
Loss on disposal of fixed assets   975
Stock-based compensation expense 12,389 10,557
Deferred income taxes (83,212) 5,081
Equity in earnings of unconsolidated ventures   (103)
Changes in operating assets and liabilities, net of effect of business acquisitions:    
Accounts receivable, net 7,367 71,080
Prepaid expenses and other assets (10,107) 1,649
Accounts payable and other accrued expenses 15,190 (58,873)
Accrued compensation and benefits (11,126) (15,339)
Income taxes payable and receivable (3,796) (391)
Supplemental retirement savings plan obligations and other long-term liabilities 6,157 3,184
Net cash provided by operating activities 155,761 135,350
CASH FLOWS FROM INVESTING ACTIVITIES    
Capital expenditures (22,013) (21,826)
Cash paid for business acquisitions, net of cash acquired (45,565) (5,605)
Proceeds from net working capital refund of acquired business   13,619
Proceeds from equity method investments   4,681
Other (183) 1,051
Net cash (used in) investing activities (67,761) (8,080)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from borrowings under bank credit facilities 256,500 240,500
Principal payments made under bank credit facilities (338,483) (338,991)
Payment of contingent consideration (3,630)  
Proceeds from employee stock purchase plans 2,459 2,262
Repurchases of common stock (2,463) (2,243)
Payment of taxes for equity transactions (12,656) (3,632)
Net cash used in financing activities (98,273) (102,104)
Effect of exchange rate changes on cash and cash equivalents 1,062 (1,598)
Net (decrease) increase in cash and cash equivalents (9,211) 23,568
Cash and cash equivalents, beginning of period 65,539 49,082
Cash and cash equivalents, end of period 56,328 72,650
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION    
Cash paid during the period for income taxes, net of refunds 35,264 41,273
Cash paid during the period for interest 20,505 22,512
Non-cash financing and investing activities:    
Accrued capital expenditures $ 3,316 $ 1,482
v3.8.0.1
Basis of Presentation
6 Months Ended
Dec. 31, 2017
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, 2017 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, 2017.  The results of operations for the three and six months ended December 31, 2017 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year.

v3.8.0.1
Recent Accounting Pronouncements
6 Months Ended
Dec. 31, 2017
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 believes that the evaluation of whether transactions should be accounted for as acquisitions (or dispositions) of assets or businesses will be simplified under the new standard.

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, as amended (ASC 606), 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.

The Company plans to adopt the standard on July 1, 2018 and apply it on a modified retrospective basis, whereby the cumulative effect of applying the standard will be recognized through shareholders’ equity on the date of adoption.  We are in the process of identifying the changes to accounting policies, business processes, systems, disclosures, and controls to support the adoption of the new standard.

 

We expect the standard will impact the pattern of revenue recognition for some of our contracts with customers.  For our award and incentive fee contracts, we will recognize a constrained amount of variable consideration over time as the performance obligation is satisfied rather than defer recognition of the relevant portion of fee until customer notification of the amount earned.  Some of our fixed price contracts in which revenue is recognized on a straight-line basis over the performance period will be converted to recognition of revenue over time by measuring the progress toward complete satisfaction of the performance obligation using input methods, including cost and labor hours.  We do not anticipate a material impact to our cost-plus-fixed fee, fixed price/level-of-effort, time-and-materials, or fixed price contracts that currently use percentage-of-completion accounting.  

The cumulative catch-up adjustment that will be recorded through shareholders’ equity on July 1, 2018 is still being quantified.  We will continue evaluating the impact of the standard on our contract portfolio through the date of adoption.

v3.8.0.1
Acquisitions
6 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
Acquisitions

3.

Acquisitions

Domestic Acquisition

On November 22, 2017, CACI acquired 100 percent of the outstanding membership interests of a business in the United States.  The acquisition was financed with cash on hand.  The purchase consideration is approximately $53.0 million, which includes a $40.1 million initial cash payment, $4.5 million of deferred consideration, $8.7 million estimated fair value of contingent consideration to be paid upon achieving certain metrics and a $0.3 million estimated refund due from the seller for a net working capital adjustment.  The Company recognized fair values of the assets acquired and liabilities assumed and preliminarily allocated $26.7 million to goodwill and $24.9 million to intangible assets. The intangible assets primarily consist of customer relationships and acquired technology.  The final purchase price is subject to customary adjustments for final working capital. The final purchase price allocation is provisional and is expected to be completed in the second quarter of FY2019, will be based on final appraisals and other analysis of fair values of acquired assets and liabilities. The Company does not expect that differences between the preliminary and final purchase price allocation will have a material impact on its results of operations or financial position.

International Acquisitions

On October 1, 2017, CACI Limited acquired 100 percent of the outstanding shares of a United Kingdom (U.K.) IT consulting services and software engineering company. The purchase consideration is approximately $9.1 million, which includes initial cash payments, deferred consideration and an estimated net working capital payment.

On November 1, 2017, CACI Limited acquired 100 percent of the outstanding shares of a London-based software and mapping data company. The company provides geographical information systems, logistics and route optimization software and related map data. The purchase consideration is approximately $7.5 million, which includes initial cash payments, deferred consideration and an estimated net working capital payment.

v3.8.0.1
Intangible Assets
6 Months Ended
Dec. 31, 2017
Finite Lived Intangible Assets Net [Abstract]  
Intangible Assets

4.

Intangible Assets

 

Intangible assets consisted of the following (in thousands):

 

 

 

December 31,

 

 

June 30,

 

 

 

2017 (1)

 

 

2017

 

Intangible assets

 

 

 

 

 

 

 

 

Customer contracts and related customer relationships

 

$

431,973

 

 

$

635,895

 

Acquired technologies

 

 

13,888

 

 

 

28,503

 

Covenants not to compete

 

 

 

 

 

3,305

 

Other

 

 

804

 

 

 

1,545

 

Intangible assets

 

 

446,665

 

 

 

669,248

 

Less accumulated amortization

 

 

 

 

 

 

 

 

Customer contracts and related customer relationships

 

 

(194,166

)

 

 

(402,934

)

Acquired technologies

 

 

(8,025

)

 

 

(26,542

)

Covenants not to compete

 

 

 

 

 

(3,288

)

Other

 

 

(402

)

 

 

(1,113

)

Less accumulated amortization

 

 

(202,593

)

 

 

(433,877

)

Total intangible assets, net

 

$

244,072

 

 

$

235,371

 

__________________

 

(1)

During the six months ended December 31, 2017, the Company wrote off $250.7 million in fully amortized intangible assets.

Intangible assets are primarily amortized on an accelerated basis over periods ranging from one to twenty years.  The weighted-average period of amortization for all customer contracts and related customer relationships as of December 31, 2017 is 14.7 years, and the weighted-average remaining period of amortization is 11.7 years.  The weighted-average period of amortization for acquired technologies as of December 31, 2017 is 7.4 years, and the weighted-average remaining period of amortization is 6.4 years.

Expected amortization expense for the remainder of the fiscal year ending June 30, 2018, and for each of the fiscal years thereafter, is as follows (in thousands):

 

Fiscal year ending June 30,

 

Amount

 

2018 (six months)

 

$

18,854

 

2019

 

 

34,257

 

2020

 

 

29,651

 

2021

 

 

26,190

 

2022

 

 

22,613

 

Thereafter

 

 

112,507

 

Total intangible assets, net

 

$

244,072

 

 

v3.8.0.1
Goodwill
6 Months Ended
Dec. 31, 2017
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill

5.

Goodwill

The changes in the carrying amount of goodwill for the year ended June 30, 2017 and the six months ended December 31, 2017 are as follows (in thousands):

 

 

 

Domestic

 

 

International

 

 

Total

 

Balance at June 30, 2016

 

$

2,487,148

 

 

$

98,195

 

 

$

2,585,343

 

Business acquisitions

 

 

(7,652

)

 

 

2,220

 

 

 

(5,432

)

Foreign currency translation

 

 

 

 

 

(2,476

)

 

 

(2,476

)

Balance at June 30, 2017

 

 

2,479,496

 

 

 

97,939

 

 

 

2,577,435

 

Business acquisitions

 

 

26,662

 

 

 

6,379

 

 

 

33,041

 

Foreign currency translation

 

 

 

 

 

3,818

 

 

 

3,818

 

Balance at December 31, 2017

 

$

2,506,158

 

 

$

108,136

 

 

$

2,614,294

 

 

v3.8.0.1
Long-term Debt
6 Months Ended
Dec. 31, 2017
Long Term Debt [Abstract]  
Long-term Debt

6.

Long-term Debt 

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

 

 

 

December 31,

 

 

June 30,

 

 

 

2017

 

 

2017

 

Bank credit facility – term loans

 

$

951,885

 

 

$

978,867

 

Bank credit facility – revolver loans

 

 

210,000

 

 

 

265,000

 

Principal amount of long-term debt

 

 

1,161,885

 

 

 

1,243,867

 

Less unamortized debt issuance costs

 

 

(10,092

)

 

 

(12,304

)

Total long-term debt

 

 

1,151,793

 

 

 

1,231,563

 

Less current portion

 

 

(80,947

)

 

 

(53,965

)

Long-term debt, net of current portion

 

$

1,070,846

 

 

$

1,177,598

 

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 Revolving Facility is a secured facility that permits continuously renewable borrowings of up to $850.0 million. As of December 31, 2017, the Company had $210.0 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, 2017, the Company had $951.9 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, 2017, 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 3.36 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, 2017, 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 $800.0 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, 2017 and 2016 is as follows (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Gain (loss) recognized in other comprehensive income

 

$

1,867

 

 

$

7,920

 

 

$

1,521

 

 

$

8,525

 

Amounts reclassified to earnings from accumulated other

   comprehensive loss

 

 

746

 

 

 

2,125

 

 

 

1,600

 

 

 

4,374

 

Net current period other comprehensive income

 

$

2,613

 

 

$

10,045

 

 

$

3,121

 

 

$

12,899

 

The aggregate maturities of long-term debt at December 31, 2017 are as follows (in thousands):

 

Twelve months ending December 31,

 

 

 

 

2018

 

$

80,947

 

2019

 

 

107,930

 

2020

 

 

973,008

 

Principal amount of long-term debt

 

 

1,161,885

 

Less unamortized debt issuance costs

 

 

(10,092

)

Total long-term debt

 

$

1,151,793

 

 

 

v3.8.0.1
Commitments and Contingencies
6 Months Ended
Dec. 31, 2017
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 nearing completion of audits of the Company’s incurred cost submissions for its fiscal years 2012 and 2013, and continues its audits of incurred cost submission for fiscal years 2011 through 2013 associated with CACI’s acquisition of National Security Solutions (NSS), a L-3 subsidiary.  In its efforts to bring its audits more current, DCAA has commenced audits of our incurred cost submission through our fiscal year 2016.  We are still negotiating the results of prior years’ audits with the respective cognizant contracting officers and believe our reserves for such are adequate. 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.

v3.8.0.1
Stock-Based Compensation
6 Months Ended
Dec. 31, 2017
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,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Stock-based compensation related to RSUs included in

   indirect costs and selling expense

 

$

6,038

 

 

$

5,660

 

 

$

12,389

 

 

$

10,557

 

Under the terms of the 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 that 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, 2016 and 2017 exceeded the average share price of the Company’s stock for the 90 day period ended September 23, 2014, resulting in an additional 63,642 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 and 2017 exceeded the average share price of the Company’s stock for the 90 day period ended September 18, 2015, resulting in an additional 48,068 RSUs earned by participants.  

In September 2016, the Company made its annual grant to 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.  The specified EPS for the year ended June 30, 2017 was met and the average share price of the Company’s stock for the 90 day period ending September 30, 2017 exceeded the average share price of the Company’s stock for the 90 day period ended September 30, 2016, resulting in an additional 21,824 RSUs earned by participants.

In September 2017, the Company made its annual grant to key employees consisting of 146,550 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, 2018 and on the average share price of Company stock for the 90 day period ending September 15, 2018, 2019 and 2020 as compared to the average share price for the 90 day period ended September 15, 2017.  If the specified EPS for the year ended June 30, 2018 is met and if the average share price of the Company’s stock for the 90 day period ending September 15, 2018, 2019 and 2020 exceeds the average share price of the Company’s stock for the 90 day period ended September 15, 2017 by 100 percent or more, then an additional 146,550 could be earned by participants.  This is the maximum number of additional RSUs that can be earned related to the September 2017 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, 2020 and 50 percent of the earned award will vest on October 1, 2021, 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.

As of December 31, 2017, the total number of shares authorized by shareholders for grants under the 2016 Plan and its predecessor plan is 1,200,000 plus any forfeitures from the 2006 Plan. The aggregate number of grants that may be made may exceed this approved amount as forfeited RSUs become available for future grants. As of December 31, 2017, cumulative grants of 311,387 equity instruments underlying the shares authorized have been awarded, and 79,330 of these instruments have been forfeited.

Activity related to RSUs during the six months ended December 31, 2017 is as follows:

 

 

 

RSUs

 

Unvested at June 30, 2017

 

 

834,607

 

Granted

 

 

269,631

 

Vested

 

 

(256,589

)

Forfeited

 

 

(27,161

)

Unvested at December 31, 2017

 

 

820,488

 

Weighted-average grant date fair value for RSUs

 

$

145.94

 

 

As of December 31, 2017, there was $49.1 million of total unrecognized compensation costs related to RSUs scheduled to be recognized over a weighted-average period of 3.0 years.

v3.8.0.1
Earnings Per Share
6 Months Ended
Dec. 31, 2017
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. Using the treasury stock method, diluted earnings per share include the incremental effect of RSUs that are no longer subject to a market or performance condition.  The PRSUs granted in September 2017 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,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net income

 

$

142,795

 

 

$

42,420

 

 

$

184,841

 

 

$

79,083

 

Weighted-average number of basic shares outstanding

   during the period

 

 

24,622

 

 

 

24,387

 

 

 

24,555

 

 

 

24,363

 

Dilutive effect of RSUs after application of treasury

   stock method

 

 

589

 

 

 

682

 

 

 

673

 

 

 

635

 

Weighted-average number of diluted shares outstanding

   during the period

 

 

25,211

 

 

 

25,069

 

 

 

25,228

 

 

 

24,998

 

Basic earnings per share

 

$

5.80

 

 

$

1.74

 

 

$

7.53

 

 

$

3.25

 

Diluted earnings per share

 

$

5.66

 

 

$

1.69

 

 

$

7.33

 

 

$

3.16

 

 

v3.8.0.1
Income Taxes
6 Months Ended
Dec. 31, 2017
Income Tax Disclosure [Abstract]  
Income Taxes

10.

Income Taxes

The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions. Tax statutes and regulations within each jurisdiction are subject to interpretation and require the application of significant judgment.  The Company is currently under examination by two state jurisdictions for the years 2010 through 2017 and one foreign jurisdiction for the years 2011 through 2015.  The Company does not expect resolution of these examinations to have a material impact on its results of operations, financial condition or cash flows.

The Company’s total liability for unrecognized tax benefits as of December 31, 2017 and June 30, 2017 was $1.9 million and $1.7 million, respectively. The $1.9 million unrecognized tax benefit at December 31, 2017, if recognized, would impact the Company’s effective tax rate.

The effective income tax rate for the three months ended December 31, 2017 decreased to (84.7) percent from 37.6 percent for the same period last year. The effective tax rate decreased primarily due to certain impacts of the Tax Cuts and Jobs Act (TCJA) discussed below.  The effective tax rate was also favorably affected by a benefit from the research and development tax credit and gains from the change in value of assets invested in corporate owned life insurance (COLI) policies.

The effective income tax rate for the six months ended December 31, 2017 decreased to (38.6) percent from 36.8 percent for the same period last year.  The effective tax rate decreased primarily due to certain impacts of the TCJA, discussed below.  The effective tax rate was also favorably affected by excess tax benefits from employee share-based payment awards under ASU 2016-09, a benefit from the research and development tax credit, and gains from the change in value of assets invested in corporate owned life insurance (COLI) policies.

Tax Cuts and Jobs Act

The Tax Cuts and Jobs Act (the “TCJA”) was enacted on December 22, 2017.  Among other things, the TCJA reduces the U.S. federal corporate tax rate from 35.0 percent to 21.0 percent effective on January 1, 2018.  The rate change is administratively effective at the beginning of our fiscal year, using a blended rate for the annual period.  As a result, the blended federal statutory tax rate for the year is 28.06 percent.  Additionally, the TCJA requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, creates new taxes on certain foreign-sourced earnings and changes or limits certain tax deductions and credits.  At December 31, 2017, we have not completed our accounting for the tax effects of enactment of the TCJA; however, as described below, we have made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax. For these items we recognized provisional amounts in income tax expense benefit as discussed below.

We remeasured deferred tax asset and liability balances at December 22, 2017 based on the rates at which they are expected to reverse in the future, which is generally 21.0 percent for reversals after FY2018 and a blended rate of 28.06 percent for reversals within FY2018. However, we are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. The provisional amount recorded related to the remeasurement of our net deferred tax liabilities was a $94.8 million reduction to income tax expense for the three and six months ended December 31, 2017.

The one-time transition tax is based on our total post-1986 earnings and profits (“E&P”) for which we have previously deferred from U.S. income taxes. We recorded a provisional amount for our one-time transition tax liability for our foreign subsidiaries, resulting in a $9.7 million increase in income tax expense for the three and six months ended December 31, 2017. The Company expects to pay this amount over eight years.  We have not yet completed our calculation of the total post-1986 foreign E&P for these foreign subsidiaries. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when we finalize the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalize the amounts held in cash or other specified assets. No additional income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax and any additional outside basis difference inherent in these entities as these amounts continue to be indefinitely reinvested in foreign operations.

The Company will continue to analyze the TCJA to determine the full effects of the new law, including the new lower corporate tax rate, international provisions, and the impact of the TCJA on the 162(m) limitations on its financial condition and results of operations.  Additionally, the Company will continue to monitor various state law changes in reaction to the TCJA as changes are enacted.  

The overall impact of the TCJA on our results of operations was a $92.3 million reduction to tax expense for the three and six months ended December 31, 2017.  The corresponding increase in diluted earnings per share was $3.66 for the three and six months ended December 31, 2017, respectively.

v3.8.0.1
Business Segment Information
6 Months Ended
Dec. 31, 2017
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 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

Operations

 

 

International

Operations

 

 

Total

 

Three Months Ended December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

1,046,823

 

 

$

41,037

 

 

$

1,087,860

 

Net income

 

 

138,930

 

 

 

3,865

 

 

 

142,795

 

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

 

Six Months Ended December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

2,097,706

 

 

$

75,968

 

 

$

2,173,674

 

Net income attributable to CACI

 

 

177,763

 

 

 

7,078

 

 

 

184,841

 

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

 

 

v3.8.0.1
Fair Value of Financial Instruments
6 Months Ended
Dec. 31, 2017
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, 2017 and June 30, 2017, and the level they fall within the fair value hierarchy (in thousands):

    

 

 

 

 

 

 

December 31,

 

 

June 30,

 

 

 

Financial Statement

 

Fair Value

 

2017

 

 

2017

 

Description of Financial Instrument

 

Classification

 

Hierarchy

 

Fair Value

 

Contingent consideration

 

Other accrued expenses and

   current liabilities

 

Level 3

 

$

9,600

 

 

$

14,889

 

Contingent consideration

 

Other long-term liabilities

 

Level 3

 

$

9,100

 

 

$

658

 

Interest rate swap agreements

 

Other long-term assets

 

Level 2

 

$

8,121

 

 

$

5,559

 

Interest rate swap agreements

 

Other accrued expenses and

   current liabilities

 

Level 2

 

$

23

 

 

$

3

 

Interest rate swap agreements

 

Other long-term liabilities

 

Level 2

 

$

506

 

 

$

3,110

 

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 prior fiscal years 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, 2017 this remeasurement resulted in a $1.1 million and $2.0 million change to the liability recorded.

v3.8.0.1
Accounting Policies (Policies)
6 Months Ended
Dec. 31, 2017
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, 2017 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, 2017.  The results of operations for the three and six months ended December 31, 2017 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 believes that the evaluation of whether transactions should be accounted for as acquisitions (or dispositions) of assets or businesses will be simplified under the new standard.

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, as amended (ASC 606), 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.

The Company plans to adopt the standard on July 1, 2018 and apply it on a modified retrospective basis, whereby the cumulative effect of applying the standard will be recognized through shareholders’ equity on the date of adoption.  We are in the process of identifying the changes to accounting policies, business processes, systems, disclosures, and controls to support the adoption of the new standard.

 

We expect the standard will impact the pattern of revenue recognition for some of our contracts with customers.  For our award and incentive fee contracts, we will recognize a constrained amount of variable consideration over time as the performance obligation is satisfied rather than defer recognition of the relevant portion of fee until customer notification of the amount earned.  Some of our fixed price contracts in which revenue is recognized on a straight-line basis over the performance period will be converted to recognition of revenue over time by measuring the progress toward complete satisfaction of the performance obligation using input methods, including cost and labor hours.  We do not anticipate a material impact to our cost-plus-fixed fee, fixed price/level-of-effort, time-and-materials, or fixed price contracts that currently use percentage-of-completion accounting.  

The cumulative catch-up adjustment that will be recorded through shareholders’ equity on July 1, 2018 is still being quantified.  We will continue evaluating the impact of the standard on our contract portfolio through the date of adoption.

v3.8.0.1
Intangible Assets (Tables)
6 Months Ended
Dec. 31, 2017
Finite Lived Intangible Assets Net [Abstract]  
Schedule of Intangible Assets

Intangible assets consisted of the following (in thousands):

 

 

 

December 31,

 

 

June 30,

 

 

 

2017 (1)

 

 

2017

 

Intangible assets

 

 

 

 

 

 

 

 

Customer contracts and related customer relationships

 

$

431,973

 

 

$

635,895

 

Acquired technologies

 

 

13,888

 

 

 

28,503

 

Covenants not to compete

 

 

 

 

 

3,305

 

Other

 

 

804

 

 

 

1,545

 

Intangible assets

 

 

446,665

 

 

 

669,248

 

Less accumulated amortization

 

 

 

 

 

 

 

 

Customer contracts and related customer relationships

 

 

(194,166

)

 

 

(402,934

)

Acquired technologies

 

 

(8,025

)

 

 

(26,542

)

Covenants not to compete

 

 

 

 

 

(3,288

)

Other

 

 

(402

)

 

 

(1,113

)

Less accumulated amortization

 

 

(202,593

)

 

 

(433,877

)

Total intangible assets, net

 

$

244,072

 

 

$

235,371

 

__________________

 

(1)

During the six months ended December 31, 2017, the Company wrote off $250.7 million in fully amortized intangible assets.

Expected Amortization Expense

Expected amortization expense for the remainder of the fiscal year ending June 30, 2018, and for each of the fiscal years thereafter, is as follows (in thousands):

 

Fiscal year ending June 30,

 

Amount

 

2018 (six months)

 

$

18,854

 

2019

 

 

34,257

 

2020

 

 

29,651

 

2021

 

 

26,190

 

2022

 

 

22,613

 

Thereafter

 

 

112,507

 

Total intangible assets, net

 

$

244,072

 

 

v3.8.0.1
Goodwill (Tables)
6 Months Ended
Dec. 31, 2017
Goodwill And Intangible Assets Disclosure [Abstract]  
Rollforward of Goodwill

The changes in the carrying amount of goodwill for the year ended June 30, 2017 and the six months ended December 31, 2017 are as follows (in thousands):

 

 

 

Domestic

 

 

International

 

 

Total

 

Balance at June 30, 2016

 

$

2,487,148

 

 

$

98,195

 

 

$

2,585,343

 

Business acquisitions

 

 

(7,652

)

 

 

2,220

 

 

 

(5,432

)

Foreign currency translation

 

 

 

 

 

(2,476

)

 

 

(2,476

)

Balance at June 30, 2017

 

 

2,479,496

 

 

 

97,939

 

 

 

2,577,435

 

Business acquisitions

 

 

26,662

 

 

 

6,379

 

 

 

33,041

 

Foreign currency translation

 

 

 

 

 

3,818

 

 

 

3,818

 

Balance at December 31, 2017

 

$

2,506,158

 

 

$

108,136

 

 

$

2,614,294

 

 

v3.8.0.1
Long-term Debt (Tables)
6 Months Ended
Dec. 31, 2017
Long Term Debt [Abstract]  
Schedule of Long-term Debt

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

 

 

 

December 31,

 

 

June 30,

 

 

 

2017

 

 

2017

 

Bank credit facility – term loans

 

$

951,885

 

 

$

978,867

 

Bank credit facility – revolver loans

 

 

210,000

 

 

 

265,000

 

Principal amount of long-term debt

 

 

1,161,885

 

 

 

1,243,867

 

Less unamortized debt issuance costs

 

 

(10,092

)

 

 

(12,304

)

Total long-term debt

 

 

1,151,793

 

 

 

1,231,563

 

Less current portion

 

 

(80,947

)

 

 

(53,965

)

Long-term debt, net of current portion

 

$

1,070,846

 

 

$

1,177,598

 

 

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, 2017 and 2016 is as follows (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Gain (loss) recognized in other comprehensive income

 

$

1,867

 

 

$

7,920

 

 

$

1,521

 

 

$

8,525

 

Amounts reclassified to earnings from accumulated other

   comprehensive loss

 

 

746

 

 

 

2,125

 

 

 

1,600

 

 

 

4,374

 

Net current period other comprehensive income

 

$

2,613

 

 

$

10,045

 

 

$

3,121

 

 

$

12,899

 

 

Aggregate Maturities of Long-term Debt

The aggregate maturities of long-term debt at December 31, 2017 are as follows (in thousands):

 

Twelve months ending December 31,

 

 

 

 

2018

 

$

80,947

 

2019

 

 

107,930

 

2020

 

 

973,008

 

Principal amount of long-term debt

 

 

1,161,885

 

Less unamortized debt issuance costs

 

 

(10,092

)

Total long-term debt

 

$

1,151,793

 

 

v3.8.0.1
Stock-Based Compensation (Tables)
6 Months Ended
Dec. 31, 2017
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation Expense and Related Tax Benefits 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,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Stock-based compensation related to RSUs included in

   indirect costs and selling expense

 

$

6,038

 

 

$

5,660

 

 

$

12,389

 

 

$

10,557

 

 

Summary of Activity Related to RSUs

Activity related to RSUs during the six months ended December 31, 2017 is as follows:

 

 

 

RSUs

 

Unvested at June 30, 2017

 

 

834,607

 

Granted

 

 

269,631

 

Vested

 

 

(256,589

)

Forfeited

 

 

(27,161

)

Unvested at December 31, 2017

 

 

820,488

 

Weighted-average grant date fair value for RSUs

 

$

145.94

 

 

v3.8.0.1
Earnings Per Share (Tables)
6 Months Ended
Dec. 31, 2017
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,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net income

 

$

142,795

 

 

$

42,420

 

 

$

184,841

 

 

$

79,083

 

Weighted-average number of basic shares outstanding

   during the period

 

 

24,622

 

 

 

24,387

 

 

 

24,555

 

 

 

24,363

 

Dilutive effect of RSUs after application of treasury

   stock method

 

 

589

 

 

 

682

 

 

 

673

 

 

 

635

 

Weighted-average number of diluted shares outstanding

   during the period

 

 

25,211

 

 

 

25,069

 

 

 

25,228

 

 

 

24,998

 

Basic earnings per share

 

$

5.80

 

 

$

1.74

 

 

$

7.53

 

 

$

3.25

 

Diluted earnings per share

 

$

5.66

 

 

$

1.69

 

 

$

7.33

 

 

$

3.16

 

 

v3.8.0.1
Business Segment Information (Tables)
6 Months Ended
Dec. 31, 2017
Segment Reporting [Abstract]  
Summarized Financial Information of Reportable Segments

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

 

 

 

Domestic

Operations

 

 

International

Operations

 

 

Total

 

Three Months Ended December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

1,046,823

 

 

$

41,037

 

 

$

1,087,860

 

Net income

 

 

138,930

 

 

 

3,865

 

 

 

142,795

 

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

 

Six Months Ended December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

2,097,706

 

 

$

75,968

 

 

$

2,173,674

 

Net income attributable to CACI

 

 

177,763

 

 

 

7,078

 

 

 

184,841

 

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

 

 

v3.8.0.1
Fair Value of Financial Instruments (Tables)
6 Months Ended
Dec. 31, 2017
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, 2017 and June 30, 2017, and the level they fall within the fair value hierarchy (in thousands):

    

 

 

 

 

 

 

December 31,

 

 

June 30,

 

 

 

Financial Statement

 

Fair Value

 

2017

 

 

2017

 

Description of Financial Instrument

 

Classification

 

Hierarchy

 

Fair Value

 

Contingent consideration

 

Other accrued expenses and

   current liabilities

 

Level 3

 

$

9,600

 

 

$

14,889

 

Contingent consideration

 

Other long-term liabilities

 

Level 3

 

$

9,100

 

 

$

658

 

Interest rate swap agreements

 

Other long-term assets

 

Level 2

 

$

8,121

 

 

$

5,559

 

Interest rate swap agreements

 

Other accrued expenses and

   current liabilities

 

Level 2

 

$

23

 

 

$

3

 

Interest rate swap agreements

 

Other long-term liabilities

 

Level 2

 

$

506

 

 

$

3,110

 

 

v3.8.0.1
Acquisitions (Detail Textual) - USD ($)
$ in Thousands
6 Months Ended
Nov. 22, 2017
Nov. 01, 2017
Oct. 01, 2017
Dec. 31, 2017
Jun. 30, 2017
Jun. 30, 2016
Business Acquisition [Line Items]            
Goodwill       $ 2,614,294 $ 2,577,435 $ 2,585,343
Domestic Acquisition            
Business Acquisition [Line Items]            
Acquisition date       Nov. 22, 2017    
Percentage of membership interests acquired 100.00%          
Purchase consideration $ 53,000          
Cash consideration 40,100          
Deferred consideration 4,500          
Contingent consideration 8,700          
Consideration, net working capital adjustment 300          
Goodwill 26,700          
Identifiable intangible assets $ 24,900          
United Kingdom IT Consulting Services and Software Engineering Company            
Business Acquisition [Line Items]            
Acquisition date       Oct. 01, 2017    
Purchase consideration     $ 9,100      
Percentage of outstanding shares acquired     100.00%      
London-Based Software and Mapping Data Company            
Business Acquisition [Line Items]            
Acquisition date       Nov. 01, 2017    
Purchase consideration   $ 7,500        
Percentage of outstanding shares acquired   100.00%        
v3.8.0.1
Intangible Assets - Summary of Intangible Assets (Detail) - USD ($)
$ in Thousands
Dec. 31, 2017
[1]
Jun. 30, 2017
Finite Lived Intangible Assets [Line Items]    
Intangible assets $ 446,665 $ 669,248
Less accumulated amortization (202,593) (433,877)
Total intangible assets, net 244,072 235,371
Customer contracts and related customer relationships    
Finite Lived Intangible Assets [Line Items]    
Intangible assets 431,973 635,895
Less accumulated amortization (194,166) (402,934)
Acquired technologies    
Finite Lived Intangible Assets [Line Items]    
Intangible assets 13,888 28,503
Less accumulated amortization (8,025) (26,542)
Covenants not to compete    
Finite Lived Intangible Assets [Line Items]    
Intangible assets   3,305
Less accumulated amortization   (3,288)
Other    
Finite Lived Intangible Assets [Line Items]    
Intangible assets 804 1,545
Less accumulated amortization $ (402) $ (1,113)
[1] During the six months ended December 31, 2017, the Company wrote off $250.7 million in fully amortized intangible assets.
v3.8.0.1
Intangible Assets - Summary of Intangible Assets (Parenthetical) (Detail)
$ in Millions
6 Months Ended
Dec. 31, 2017
USD ($)
Finite Lived Intangible Assets Net [Abstract]  
Write-off of fully amortized intangible assets $ 250.7
v3.8.0.1
Intangible Assets (Detail Textual)
6 Months Ended
Dec. 31, 2017
Minimum  
Finite Lived Intangible Assets [Line Items]  
Intangible asset amortization period 1 year
Maximum  
Finite Lived Intangible Assets [Line Items]  
Intangible asset amortization period 20 years
Customer contracts and related customer relationships  
Finite Lived Intangible Assets [Line Items]  
Weighted-average amortization period 14 years 8 months 13 days
Weighted-average remaining amortization period 7 years 4 months 25 days
Acquired technologies  
Finite Lived Intangible Assets [Line Items]  
Weighted-average amortization period 11 years 8 months 13 days
Weighted-average remaining amortization period 6 years 4 months 25 days
v3.8.0.1
Intangible Assets - Expected Amortization Expense (Detail) - USD ($)
$ in Thousands
Dec. 31, 2017
Jun. 30, 2017
Finite Lived Intangible Assets Net [Abstract]    
2018 (six months) $ 18,854  
2019 34,257  
2020 29,651  
2021 26,190  
2022 22,613  
Thereafter 112,507  
Total intangible assets, net $ 244,072 [1] $ 235,371
[1] During the six months ended December 31, 2017, the Company wrote off $250.7 million in fully amortized intangible assets.
v3.8.0.1
Goodwill - Rollforward of Goodwill (Detail) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Dec. 31, 2017
Jun. 30, 2017
Goodwill [Roll Forward]    
Balance $ 2,577,435 $ 2,585,343
Business acquisitions 33,041 (5,432)
Foreign currency translation 3,818 (2,476)
Balance 2,614,294 2,577,435
Domestic    
Goodwill [Roll Forward]    
Balance 2,479,496 2,487,148
Business acquisitions 26,662 (7,652)
Balance 2,506,158 2,479,496
International    
Goodwill [Roll Forward]    
Balance 97,939 98,195
Business acquisitions 6,379 2,220
Foreign currency translation 3,818 (2,476)
Balance $ 108,136 $ 97,939
v3.8.0.1
Long-term Debt - Schedule of Long-term Debt (Detail) - USD ($)
$ in Thousands
Dec. 31, 2017
Jun. 30, 2017
Debt Instrument [Line Items]    
Principal amount of long-term debt $ 1,161,885 $ 1,243,867
Less unamortized debt issuance costs (10,092) (12,304)
Total long-term debt 1,151,793 1,231,563
Less current portion (80,947) (53,965)
Long-term debt, net of current portion 1,070,846 1,177,598
Bank credit facility - term loans    
Debt Instrument [Line Items]    
Principal amount of long-term debt 951,885 978,867
Bank credit facility - revolver loans    
Debt Instrument [Line Items]    
Principal amount of long-term debt $ 210,000 $ 265,000
v3.8.0.1
Long-term Debt (Detail Textual) - USD ($)
6 Months Ended
Dec. 31, 2017
Jun. 30, 2017
Debt Instrument [Line Items]    
Outstanding amount under Credit Facility $ 1,161,885,000 $ 1,243,867,000
Interest Rate Swap | Cash Flow Hedging    
Debt Instrument [Line Items]    
Aggregate notional amount 800,000,000  
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 275.00%  
Outstanding borrowings interest rate 3.36%  
Revolving Credit Facility    
Debt Instrument [Line Items]    
Credit facility maximum borrowing capacity $ 850,000,000  
Outstanding amount under Credit Facility 210,000,000 265,000,000
Term loans    
Debt Instrument [Line Items]    
Credit facility maximum borrowing capacity 1,131,300,000  
Outstanding amount under Credit Facility $ 951,885,000 $ 978,867,000
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  
Outstanding amount under Credit Facility 0  
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  
v3.8.0.1
Long-term Debt - Cash Flow Hedges (Detail 2) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Long Term Debt [Abstract]        
Gain (loss) recognized in other comprehensive income $ 1,867 $ 7,920 $ 1,521 $ 8,525
Amounts reclassified to earnings from accumulated other comprehensive loss 746 2,125 1,600 4,374
Net current period other comprehensive income $ 2,613 $ 10,045 $ 3,121 $ 12,899
v3.8.0.1
Long-term Debt - Aggregate Maturities of Long-Term Debt (Detail 3) - USD ($)
$ in Thousands
Dec. 31, 2017
Jun. 30, 2017
Long Term Debt [Abstract]    
2018 $ 80,947  
2019 107,930  
2020 973,008  
Principal amount of long-term debt 1,161,885 $ 1,243,867
Less unamortized debt issuance costs (10,092) (12,304)
Total long-term debt $ 1,151,793 $ 1,231,563
v3.8.0.1
Commitments and Contingencies (Detail Textual) - Government Contracting
Dec. 31, 2017
USD ($)
Minimum  
Loss Contingencies [Line Items]  
Estimated amount of possible loss $ 0
Maximum  
Loss Contingencies [Line Items]  
Estimated amount of possible loss $ 3,900,000
v3.8.0.1
Stock-Based Compensation - Expense and Related Tax Benefits Recognized (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Stock-based compensation included in indirect costs and selling expense:        
Stock-based compensation related to RSUs included in indirect costs and selling expense $ 6,038 $ 5,660 $ 12,389 $ 10,557
v3.8.0.1
Stock-Based Compensation (Detail Textual)
$ in Millions
6 Months Ended
Dec. 31, 2017
USD ($)
shares
PRSUs  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Period to establish average share price for performance measurement 90 days
PRSUs | September 2014  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
PRSUs granted 180,570
Additional PRSUs earned pursuant to condition 63,642
PRSUs | September 2015  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
PRSUs granted 208,160
Additional PRSUs earned pursuant to condition 48,068
PRSUs | September 2016  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
PRSUs granted 193,420
Additional PRSUs earned pursuant to condition 21,824
PRSUs | September 2017  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
PRSUs granted 146,550
Potential additional PRSUs to be earned pursuant to condition 146,550
Percentage of earned award vesting after three years 50.00%
Percentage of earned award vesting after four years 50.00%
RSUs  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
PRSUs granted 269,631
Unrecognized compensation cost | $ $ 49.1
Weighted-average period to recognize unrecognized compensation cost (in years) 3 years
2006 Plan  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Stock incentive plan, expiration period 10 years
2016 Plan  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Number of shares authorized for grants 1,200,000
Cumulative equity instruments awarded 311,387
Cumulative equity instruments forfeited 79,330
v3.8.0.1
Stock-Based Compensation - Summary of Activity Related to RSUs (Detail 1) - RSUs
6 Months Ended
Dec. 31, 2017
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unvested at June 30, 2017 834,607
Granted 269,631
Vested (256,589)
Forfeited (27,161)
Unvested at December 31, 2017 820,488
Weighted-average grant date fair value for RSUs | $ / shares $ 145.94
v3.8.0.1
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, 2017
Dec. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Earnings Per Share [Abstract]        
Net income $ 142,795 $ 42,420 $ 184,841 $ 79,083
Weighted-average number of basic shares outstanding during the period 24,622 24,387 24,555 24,363
Dilutive effect of RSUs after application of treasury stock method 589 682 673 635
Weighted-average number of diluted shares outstanding during the period 25,211 25,069 25,228 24,998
Basic earnings per share $ 5.80 $ 1.74 $ 7.53 $ 3.25
Diluted earnings per share $ 5.66 $ 1.69 $ 7.33 $ 3.16
v3.8.0.1
Income Taxes (Detail Textual) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 6 Months Ended
Dec. 22, 2017
Dec. 21, 2017
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Jun. 30, 2017
Income Tax [Line Items]              
Liability for unrecognized tax benefits     $ 1.9   $ 1.9   $ 1.7
Unrecognized tax benefit that would impact the company's effective tax rate     $ 1.9   $ 1.9    
Effective tax rate, percentage     (84.70%) 37.60% (38.60%) 36.80%  
Statutory U.S. Income Tax Rate 28.06% 35.00%          
TCJA remeasurement of net deferred tax liabilities     $ (94.8)   $ (94.8)    
TCJA one-time transition tax liability     9.7   $ 9.7    
TCJA one-time transition tax liability payment term         8 years    
TCJA overall impact on results of operations     $ (92.3)   $ (92.3)    
TCJA overall impact on diluted earnings per share     $ 3.66   $ 3.66    
FY 2019 [Member]              
Income Tax [Line Items]              
Statutory U.S. Income Tax Rate 21.00%            
v3.8.0.1
Business Segment Information (Detail Textual)
6 Months Ended
Dec. 31, 2017
Segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.8.0.1
Business Segment Information - Summarized Financial Information of Reportable Segments (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Segment Reporting Information [Line Items]        
Revenue from external customers $ 1,087,860 $ 1,057,530 $ 2,173,674 $ 2,130,810
Net income 142,795 42,420 184,841 79,083
Domestic Operations        
Segment Reporting Information [Line Items]        
Revenue from external customers 1,046,823 1,024,025 2,097,706 2,062,916
Net income 138,930 38,732 177,763 72,374
International Operations        
Segment Reporting Information [Line Items]        
Revenue from external customers 41,037 33,505 75,968 67,894
Net income $ 3,865 $ 3,688 $ 7,078 $ 6,709
v3.8.0.1
Fair Value of Financial Instruments - Recurring Fair Value Measurements (Detail) - Fair Value, Measurements, Recurring - USD ($)
$ in Thousands
Dec. 31, 2017
Jun. 30, 2017
Other accrued expenses and current liabilities | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration $ 9,600 $ 14,889
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 23 3
Other long-term liabilities | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration 9,100 658
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 506 3,110
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 $ 8,121 $ 5,559
v3.8.0.1
Fair Value of Financial Instruments (Detail Textual) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Dec. 31, 2017
Dec. 31, 2017
Fair Value Disclosures [Abstract]    
Business combination contingent consideration period   two and three year periods
Change in fair value of contingent consideration $ (1.1) $ (2.0)