CACI INTERNATIONAL INC /DE/, 10-Q filed on 5/2/2019
Quarterly Report
v3.19.1
Document And Entity Information - shares
9 Months Ended
Mar. 31, 2019
Apr. 22, 2019
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 Small Business false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   24,870,769
Document Type 10-Q  
Document Period End Date Mar. 31, 2019  
Amendment Flag false  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q3  
v3.19.1
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Income Statement [Abstract]        
Revenue $ 1,264,958 $ 1,124,100 $ 3,612,463 $ 3,297,774
Costs of revenue:        
Direct costs 824,024 728,444 2,397,633 2,195,282
Indirect costs and selling expenses 324,828 273,145 859,262 788,569
Depreciation and amortization 21,198 17,717 58,797 53,563
Total costs of revenue 1,170,050 1,019,306 3,315,692 3,037,414
Income from operations 94,908 104,794 296,771 260,360
Interest expense and other, net 13,466 10,566 31,773 32,769
Income before income taxes 81,442 94,228 264,998 227,591
Income tax expense (benefit) 13,297 29,729 49,424 (21,749)
Net income $ 68,145 $ 64,499 $ 215,574 $ 249,340
Basic earnings per share $ 2.74 $ 2.62 $ 8.69 $ 10.14
Diluted earnings per share $ 2.69 $ 2.56 $ 8.50 $ 9.88
Weighted-average basic shares outstanding 24,866 24,656 24,819 24,588
Weighted-average diluted shares outstanding 25,348 25,234 25,369 25,229
v3.19.1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Statement Of Income And Comprehensive Income [Abstract]        
Net income $ 68,145 $ 64,499 $ 215,574 $ 249,340
Other comprehensive income (loss):        
Foreign currency translation adjustment 3,059 5,779 (2,372) 11,333
Change in fair value of interest rate swap agreements, net of tax (2,075) 3,344 (5,636) 6,465
Other comprehensive income (loss), net of tax 984 9,123 (8,008) 17,798
Comprehensive income $ 69,129 $ 73,622 $ 207,566 $ 267,138
v3.19.1
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)
$ in Thousands
Mar. 31, 2019
Jun. 30, 2018
Current assets:    
Cash and cash equivalents $ 93,806 $ 66,194
Accounts receivable, net 889,662 806,871
Prepaid expenses and other current assets 99,586 58,126
Total current assets 1,083,054 931,191
Goodwill 3,322,982 2,620,835
Intangible assets, net 450,838 [1] 241,755
Property and equipment, net 136,212 101,140
Supplemental retirement savings plan assets 91,585 91,490
Accounts receivable, long-term 11,836 8,620
Other long-term assets 36,512 39,175
Total assets 5,133,019 4,034,206
Current liabilities:    
Current portion of long-term debt 46,920 46,920
Accounts payable 136,933 82,017
Accrued compensation and benefits 263,586 259,442
Other accrued expenses and current liabilities 255,035 150,602
Total current liabilities 702,474 538,981
Long-term debt, net of current portion 1,710,640 1,015,420
Supplemental retirement savings plan obligations, net of current portion 91,992 86,851
Deferred income taxes 204,331 200,880
Other long-term liabilities 92,099 85,187
Total liabilities 2,801,536 1,927,319
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; 42,304 shares issued and 24,871 outstanding at March 31, 2019 and 42,139 shares issued and 24,704 outstanding at June 30, 2018 4,230 4,214
Additional paid-in capital 570,207 570,964
Retained earnings 2,360,134 2,126,790
Accumulated other comprehensive loss (27,038) (19,030)
Treasury stock, at cost (17,434 and 17,434 shares, respectively) (576,185) (576,186)
Total CACI shareholders’ equity 2,331,348 2,106,752
Noncontrolling interest 135 135
Total shareholders’ equity 2,331,483 2,106,887
Total liabilities and shareholders’ equity $ 5,133,019 $ 4,034,206
[1] During the nine months ended March 31, 2019, the Company removed $0.7 million in fully amortized intangible assets.
v3.19.1
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parentheticals) - $ / shares
Mar. 31, 2019
Jun. 30, 2018
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 42,304,000 42,139,000
Common stock, shares outstanding 24,871,000 24,704,000
Treasury stock, shares at cost 17,434,000 17,434,000
v3.19.1
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
$ in Thousands
9 Months Ended
Mar. 31, 2019
Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income $ 215,574 $ 249,340
Reconciliation of net income to net cash provided by operating activities:    
Depreciation and amortization 58,797 53,563
Amortization of deferred financing costs 1,796 3,311
Stock-based compensation expense 18,351 18,183
Deferred income taxes (1,193) (69,405)
Changes in operating assets and liabilities, net of effect of business acquisitions:    
Accounts receivable, net 85,995 (53,410)
Prepaid expenses and other assets (13,284) (15,583)
Accounts payable and other accrued expenses 101,473 68,505
Accrued compensation and benefits (18,536) (12,047)
Income taxes payable and receivable (1,945) (572)
Long-term liabilities 5,813 8,945
Net cash provided by operating activities 452,841 250,830
CASH FLOWS FROM INVESTING ACTIVITIES    
Capital expenditures (29,545) (31,810)
Cash paid for business acquisitions, net of cash acquired (1,071,023) (50,368)
Other 1,875 3,629
Net cash used in investing activities (1,098,693) (78,549)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from borrowings under bank credit facilities 2,109,500 397,000
Principal payments made under bank credit facilities (1,414,690) (547,974)
Payment of financing costs under bank credit facilities (1,386)  
Payment of contingent consideration (616) (11,553)
Proceeds from employee stock purchase plans 4,265 3,673
Repurchases of common stock (4,310) (3,802)
Payment of taxes for equity transactions (18,837) (20,692)
Net cash provided by (used in) financing activities 673,926 (183,348)
Effect of exchange rate changes on cash and cash equivalents (462) 1,498
Net increase (decrease) in cash and cash equivalents 27,612 (9,569)
Cash and cash equivalents at beginning of period 66,194 65,539
Cash and cash equivalents at end of period 93,806 55,970
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION    
Cash paid during the period for income taxes, net of refunds 55,967 45,771
Cash paid during the period for interest 31,083 30,346
Non-cash financing and investing activities:    
Landlord sponsored tenant improvement 3,518  
Accrued capital expenditures $ 3,557 $ 818
v3.19.1
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock
Additional Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Treasury Stock
Total CACI Shareholders' Equity
Noncontrolling Interest
Beginning balance at Jun. 30, 2017 $ 1,793,721 $ 4,190 $ 569,080 $ 1,825,619 $ (29,116) $ (576,187) $ 1,793,586 $ 135
Beginning balance, shares at Jun. 30, 2017   41,896       17,435    
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income 249,340     249,340     249,340  
Stock-based compensation expense 18,183   18,183       18,183  
Tax withholdings on restricted share vesting (20,672) $ 23 (20,695)       (20,672)  
Tax withholdings on restricted share vesting (in shares)   231            
Change in fair value of interest rate swap agreements, net 6,465       6,465   6,465  
Currency translation adjustment 11,333       11,333   11,333  
Repurchases of common stock (3,802)   (303)     $ (3,499) (3,802)  
Repurchases of common stock (in shares)           27    
Treasury stock issued under stock purchase plans 3,507   7     $ 3,500 3,507  
Treasury stock issued under stock purchase plans (in shares)           (28)    
Ending balance at Mar. 31, 2018 2,058,075 $ 4,213 566,272 2,074,959 (11,318) $ (576,186) 2,057,940 135
Ending balance, shares at Mar. 31, 2018   42,127       17,434    
Beginning balance at Dec. 31, 2017 1,986,820 $ 4,206 568,646 2,010,460 (20,441) $ (576,186) 1,986,685 135
Beginning balance, shares at Dec. 31, 2017   42,059       17,434    
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income 64,499     64,499     64,499  
Stock-based compensation expense 5,794   5,794       5,794  
Tax withholdings on restricted share vesting (8,036) $ 7 (8,043)       (8,036)  
Tax withholdings on restricted share vesting (in shares)   68            
Change in fair value of interest rate swap agreements, net 3,344       3,344   3,344  
Currency translation adjustment 5,779       5,779   5,779  
Repurchases of common stock (1,339)   (125)     $ (1,214) (1,339)  
Repurchases of common stock (in shares)           9    
Treasury stock issued under stock purchase plans 1,214         $ 1,214 1,214  
Treasury stock issued under stock purchase plans (in shares)           (9)    
Ending balance at Mar. 31, 2018 2,058,075 $ 4,213 566,272 2,074,959 (11,318) $ (576,186) 2,057,940 135
Ending balance, shares at Mar. 31, 2018   42,127       17,434    
Beginning balance at Jun. 30, 2018 2,106,887 $ 4,214 570,964 2,126,790 (19,030) $ (576,186) 2,106,752 135
Beginning balance, shares at Jun. 30, 2018   42,139       17,434    
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income 215,574     215,574     215,574  
Stock-based compensation expense 18,351   18,351       18,351  
Tax withholdings on restricted share vesting (18,796) $ 16 (18,812)       (18,796)  
Tax withholdings on restricted share vesting (in shares)   165            
Change in fair value of interest rate swap agreements, net (5,636)       (5,636)   (5,636)  
Currency translation adjustment (2,372)       (2,372)   (2,372)  
Repurchases of common stock (4,310)   (301)     $ (4,009) (4,310)  
Repurchases of common stock (in shares)           26    
Treasury stock issued under stock purchase plans 4,015   5     $ 4,010 4,015  
Treasury stock issued under stock purchase plans (in shares)           (26)    
Ending balance at Mar. 31, 2019 2,331,483 $ 4,230 570,207 2,360,134 (27,038) $ (576,185) 2,331,348 135
Ending balance, shares at Mar. 31, 2019   42,304       17,434    
Beginning balance at Dec. 31, 2018 2,256,733 $ 4,230 564,586 2,291,989 (28,022) $ (576,185) 2,256,598 135
Beginning balance, shares at Dec. 31, 2018   42,296       17,434    
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income 68,145     68,145     68,145  
Stock-based compensation expense 6,304   6,304       6,304  
Tax withholdings on restricted share vesting (567)   (567)       (567)  
Tax withholdings on restricted share vesting (in shares)   8            
Change in fair value of interest rate swap agreements, net (2,075)       (2,075)   (2,075)  
Currency translation adjustment 3,059       3,059   3,059  
Repurchases of common stock (1,554)   (116)     $ (1,438) (1,554)  
Repurchases of common stock (in shares)           11    
Treasury stock issued under stock purchase plans 1,438         $ 1,438 1,438  
Treasury stock issued under stock purchase plans (in shares)           (11)    
Ending balance at Mar. 31, 2019 2,331,483 $ 4,230 $ 570,207 2,360,134 $ (27,038) $ (576,185) 2,331,348 $ 135
Ending balance, shares at Mar. 31, 2019   42,304       17,434    
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Cumulative effect adjustment of ASC 606, net of taxes $ 17,770     $ 17,770     $ 17,770  
v3.19.1
Basis of Presentation
9 Months Ended
Mar. 31, 2019
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 March 31, 2019 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 10 and 16.

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, 2018.  The results of operations for the three and nine months ended March 31, 2019 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year.

Certain reclassifications have been made to the prior period’s financial statements to conform to the current presentation.

v3.19.1
Recent Accounting Pronouncements
9 Months Ended
Mar. 31, 2019
New Accounting Pronouncements And Changes In Accounting Principles [Abstract]  
Recent Accounting Pronouncements

2.

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the capitalization requirements for implementation costs incurred in a hosting arrangement that is a service contract with the existing capitalization requirements for implementation costs associated with internal-use software (Subtopic 350-40). ASU 2018-15 becomes effective for the Company in the first quarter of FY2021 and may be adopted either retrospectively or prospectively. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard on its financial statements.

In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedge Activities. This ASU simplifies the application of hedge accounting and improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities. The Company early adopted this standard effective as of July 1, 2018.  Adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which changes the presentation of net periodic pension and postretirement cost (net benefit cost) on the consolidated statements of operations.  The service cost component of net benefit cost will continue to be part of operating income while all other components of net benefit cost (interest costs, actuarial gains and losses and amortization of prior service cost) will be shown outside of operating income.  The Company adopted this standard on July 1, 2018 and applied the standard retrospectively.  The adoption of this standard did not have a material impact on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, which clarifies how certain cash receipts and cash payments are presented and classified on the statement of cash flows to reduce diversity in practice.  The Company adopted this standard on July 1, 2018 and applied the standard retrospectively.  As a result of adoption, the Company reclassified $3.7 million of proceeds received from the settlement of corporate owned life insurance (COLI) policies from operating activities to investing activities on the Consolidated Statement of Cash Flows for the nine months ended March 31, 2018.  During the nine months ended March 31, 2019, $1.9 million of COLI proceeds are presented as investing activities.

 

In February 2016, the FASB issued ASU 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. The Company will adopt this standard on July 1, 2019 and is currently in the process of accumulating data required to measure its existing leases, reviewing lease contracts, implementing a new lease accounting solution and evaluating accounting policy and internal control changes.  We expect that upon adoption we will recognize a material right-of-use asset and lease liability on our balance sheet. We do not expect the standard to have a material impact on our cash flows or results of operations.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as amended (ASC 606), which superseded nearly all existing revenue recognition guidance under GAAP.  The core principle of ASU 2014-09 is to recognize revenue 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 were required under previous GAAP.  In addition, ASU 2014-09 added ASC 340-40 to codify guidance on other assets and deferred costs for contracts with customers.  

Effective July 1, 2018, we adopted ASC 606 using the modified retrospective method, whereby the cumulative effect of applying the standard was recognized through shareholders’ equity on the date of adoption.  In addition, for our fiscal year ending June 30, 2019 and the interim reporting periods therein, the Company is required to disclose the amount by which each financial statement line item was affected by the new standard.  The Company’s comparative information, for prior periods presented before July 1, 2018, has not been restated and continues to be reported under ASC 605.

The impact of adoption on our consolidated balance sheet is as follows (in thousands):

 

 

 

June 30, 2018

As Reported Under

ASC 605

 

 

Adjustments

Due to

ASC 606

 

 

July 1, 2018

Balance

Under ASC 606

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

$

806,871

 

 

$

20,454

 

 

$

827,325

 

Prepaid expenses and other current assets

 

 

58,126

 

 

 

2,342

 

 

 

60,468

 

Other long-term assets

 

 

39,175

 

 

 

3,923

 

 

 

43,098

 

Liabilities and Shareholders' Equity:

 

 

 

 

 

 

 

 

 

 

 

 

Other accrued expenses and current liabilities

 

 

150,602

 

 

 

2,212

 

 

 

152,814

 

Deferred income taxes

 

 

200,880

 

 

 

6,639

 

 

 

207,519

 

Other long-term liabilities

 

 

85,187

 

 

 

98

 

 

 

85,285

 

Retained earnings

 

 

2,126,790

 

 

 

17,770

 

 

 

2,144,560

 

 

ASC 606 changed the pattern of revenue recognition for some of our contracts with customers.  For our award and incentive fee contracts, we recognize an estimated amount of variable consideration throughout the performance period rather than defer recognition of the relevant portion of fee until customer notification of the amount earned.  Some of our fixed price services-type contracts in which revenue was previously recognized on a straight-line basis over the performance period converted to recognition of revenue using a cost-to-cost input method to measure our progress towards the complete satisfaction of the performance obligation.  The cumulative effect of these changes in the pattern of revenue recognition resulted in an increase to accounts receivable with an offset to retained earnings.

In addition, ASC 606 changed the timing of revenue recognition for license renewal performance obligations.  Under prior GAAP, license renewals were generally recognized in the period the renewal contract was executed.  However, upon adoption of ASC 606, revenue for a license renewal may not be recognized until the start of the term of the renewal.  The cumulative effect of this change resulted in an increase to contract liabilities with an offset to retained earnings.

The adoption of ASC 606 did not have a material impact on the Company’s revenue recognition for cost-plus-fee, fixed price/level-of-effort, time-and-materials (T&M), fixed price contracts previously recognized under ASC 605-35, and fixed price product revenue arrangements.

Under ASC 340-40, the Company capitalizes certain costs to fulfill and obtain a contract.  The cumulative effect of this change resulted in an increase to contract assets with an offset to retained earnings.  These capitalized costs are amortized over the period of contract performance as revenue is recognized from the transfer of goods or services and the underlying performance obligation is satisfied.    

The table below presents the impact of adoption of ASC 606 on our consolidated statement of operations for the three and nine months ended March 31, 2019 (in thousands, except per share data):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31, 2019

 

 

March 31, 2019

 

 

 

As Adjusted Under

ASC 605

 

 

Effect of

ASC 606

 

 

As Reported Under

ASC 606

 

 

As Adjusted Under

ASC 605

 

 

Effect of

ASC 606

 

 

As Reported Under

ASC 606

 

Revenue

 

$

1,263,174

 

 

$

1,784

 

 

$

1,264,958

 

 

$

3,599,511

 

 

$

12,952

 

 

$

3,612,463

 

Costs of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct costs

 

 

824,024

 

 

 

 

 

 

824,024

 

 

 

2,397,633

 

 

 

 

 

 

2,397,633

 

Indirect costs and selling expenses

 

 

324,597

 

 

 

231

 

 

 

324,828

 

 

 

860,294

 

 

 

(1,032

)

 

 

859,262

 

Depreciation and amortization

 

 

21,198

 

 

 

 

 

 

21,198

 

 

 

58,797

 

 

 

 

 

 

58,797

 

Total costs of revenue

 

 

1,169,819

 

 

 

231

 

 

 

1,170,050

 

 

 

3,316,724

 

 

 

(1,032

)

 

 

3,315,692

 

Income from operations

 

 

93,355

 

 

 

1,553

 

 

 

94,908

 

 

 

282,787

 

 

 

13,984

 

 

 

296,771

 

Interest expense and other, net

 

 

13,466

 

 

 

 

 

 

13,466

 

 

 

31,773

 

 

 

 

 

 

31,773

 

Income before taxes

 

 

79,889

 

 

 

1,553

 

 

 

81,442

 

 

 

251,014

 

 

 

13,984

 

 

 

264,998

 

Income tax expense

 

 

12,875

 

 

 

422

 

 

 

13,297

 

 

 

45,820

 

 

 

3,604

 

 

 

49,424

 

Net income

 

$

67,014

 

 

$

1,131

 

 

$

68,145

 

 

$

205,194

 

 

$

10,380

 

 

$

215,574

 

Basic earnings per share

 

$

2.70

 

 

$

0.05

 

 

$

2.74

 

 

$

8.27

 

 

$

0.42

 

 

$

8.69

 

Diluted earnings per share

 

$

2.64

 

 

$

0.04

 

 

$

2.69

 

 

$

8.09

 

 

$

0.41

 

 

$

8.50

 

 

For the three months ended March 31, 2019, the effect of ASC 606 was primarily related to certain fixed price services-type contracts in which revenue was previously recognized on a straight-line basis that converted to a cost-to-cost input method to measure the Company’s progress towards the complete satisfaction of the performance obligation.  For the nine months ended March 31, 2019, the effect of ASC 606 was primarily related to the timing of award and incentive fee revenue recognition.

The table below presents the impact of adoption of ASC 606 on our consolidated balance sheet as of March 31, 2019 (in thousands):

 

 

 

As Adjusted Under

ASC 605

 

 

Effect of

ASC 606

 

 

As Reported Under ASC 606

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

$

858,963

 

 

$

30,699

 

 

$

889,662

 

Prepaid expenses and other current assets

 

 

96,962

 

 

 

2,624

 

 

 

99,586

 

Other long-term assets

 

 

31,840

 

 

 

4,672

 

 

 

36,512

 

Liabilities and Shareholders' Equity:

 

 

 

 

 

 

 

 

 

 

 

 

Other accrued expenses and current liabilities

 

 

251,007

 

 

 

4,028

 

 

 

255,035

 

Deferred income taxes

 

 

198,513

 

 

 

5,818

 

 

 

204,331

 

Other long-term liabilities

 

 

92,099

 

 

 

 

 

 

92,099

 

Retained earnings

 

 

2,331,985

 

 

 

28,149

 

 

 

2,360,134

 

 

v3.19.1
Summary of Significant Accounting Policies
9 Months Ended
Mar. 31, 2019
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

3.

Summary of Significant Accounting Policies

Revenue Recognition

The Company generates almost all of our revenue from three different types of contractual arrangements with the U.S. government: cost-plus-fee, time-and-materials (T&M), and fixed-price contracts.  Our contracts with the U.S. government are generally subject to the Federal Acquisition Regulation (FAR) and are competitively priced based on estimated costs of providing the contractual goods or services.  

We account for a contract when the parties have approved the contract and are committed to perform on it, the rights of each party and the payment terms are identified, the contract has commercial substance, and it is probable that we will collect substantially all of the consideration.  

At contract inception, the Company determines whether the goods or services to be provided are to be accounted for as a single performance obligation or as multiple performance obligations.  This evaluation requires significant professional judgment as it may impact the timing and pattern of revenue recognition.  If multiple performance obligations are identified, we generally use the cost plus a margin approach to determine the relative standalone selling price of each performance obligation.  

When determining the total transaction price, the Company identifies both fixed and variable consideration elements within the contract.  Variable consideration includes any amount within the transaction price that is not fixed, such as: award or incentive fees; performance penalties; unfunded contract value; or other similar items.  For our contracts with award or incentive fees, the Company estimates the total amount of award or incentive fee expected to be recognized into revenue.  Throughout the performance period, we recognize as revenue a constrained amount of variable consideration only to the extent that it is probable that a significant reversal of the cumulative amount recognized to date will not be required in a subsequent period.  Our estimate of variable consideration is periodically adjusted based on significant changes in relevant facts and circumstances.  In the period in which we can calculate the final amount of award or incentive fee earned - based on the receipt of the customer’s final performance score or determining that more objective, contractually-defined criteria have been fully satisfied - the Company will adjust our cumulative revenue recognized to date on the contract.  This adjustment to revenue will be disclosed as the amount of revenue recognized in the current period for a previously satisfied performance obligation.

We generally recognize revenue over time throughout the performance period as the customer simultaneously receives and consumes the benefits provided on our services-type revenue arrangements.  This continuous transfer of control for our U.S. government contracts is supported by the unilateral right of our customer to terminate the contract for a variety of reasons without having to provide justification for its decision.  For our services-type revenue arrangements in which there are a repetitive amount of services that are substantially the same from one month to the next, the Company applies the series guidance.  We use a variety of input and output methods that approximate the progress towards complete satisfaction of the performance obligation, including: costs incurred, labor hours expended, and time-elapsed measures for our fixed-price stand ready obligations.  For certain contracts, primarily our cost-plus and T&M services-type revenue arrangements, we apply the right-to-invoice practical expedient in which revenue is recognized in direct proportion to our present right to consideration for progress towards the complete satisfaction of the performance obligation.

When a performance obligation has a significant degree of interrelation or interdependence between one month’s deliverables and the next, when there is an award or incentive fee, or when there is a significant degree of customization or modification, the Company generally records revenue using a percentage of completion methodology.  For these revenue arrangements, substantially all revenue is recognized over time using a cost-to-cost input method based on the ratio of costs incurred to date to total estimated costs at completion. When estimates of total costs to be incurred on a contract exceed total revenue, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.

Contract modifications are reviewed to determine whether they should be accounted for as part of the original performance obligation or as a separate contract.  When a contract modification changes the scope or price and the additional performance obligations are at their standalone selling price, the original contract is terminated and the Company accounts for the change prospectively when the new goods or services to be transferred are distinct from those already provided.  When the contract modification includes goods or services that are not distinct from those already provided, the Company records a cumulative adjustment to revenue based on a remeasurement of progress towards the complete satisfaction of the not yet fully delivered performance obligation.

Based on the critical nature of our contractual performance obligations, the Company may proceed with work based on customer direction prior to the completion and signing of formal contract documents.  The Company has a formal review process for approving any such work that considers previous experiences with the customer, communications with the customer regarding funding status, and our knowledge of available funding for the contract or program.  

 

Contract Assets

Contract assets include unbilled receivables in which our right to consideration is conditional on factors other than the passage of time.  Contract assets exclude billed and billable receivables.  

In addition, the costs to fulfill a contract are considered for capitalization based on contract specific facts and circumstances. The incremental costs to fulfill a contract (e.g. ramp up costs at the beginning of the period of performance) may be capitalized when expenses are incurred prior to satisfying a performance obligation.  

The incremental costs of obtaining a contract (e.g. sales commissions) are capitalized as an asset when the Company expects to recover them either directly or indirectly through the revenue arrangement’s profit margins.  These capitalized costs are subsequently expensed over the revenue arrangement’s period of performance.  The Company has elected to apply the practical expedient to immediately expense the costs to obtain a contract when the performance obligation will be completed within twelve months of contract inception.  

Contract assets are periodically reassessed based on reasonably available information as of the balance sheet date to ensure they do not exceed their net realizable value.  

Contract Liabilities

Contract liabilities include advance payments received from the customer in excess of revenue that may be recognized as of the balance sheet date.  The advance payment is subsequently recognized into revenue as the performance obligation is satisfied.  

Remaining Performance Obligations

The Company’s remaining performance obligations balance represents the expected revenue to be recognized for the satisfaction of remaining performance obligations on our existing contracts as of period end.  The remaining performance obligations balance excludes unexercised contract option years and task orders that may be issued underneath an Indefinite Delivery/Indefinite Quantity (IDIQ) vehicle.  The remaining performance obligations balance generally increases with the execution of new contracts and converts into revenue as our contractual performance obligations are satisfied.

The Company continues to monitor our remaining performance obligations balance as it is subject to change from execution of new contracts, contract modifications or extensions, government deobligations, or early terminations.  Based on this analysis, an adjustment to the period end balance may be required.

v3.19.1
Acquisitions
9 Months Ended
Mar. 31, 2019
Business Combinations [Abstract]  
Acquisitions

4.

Acquisitions

SE&A BU

On August 15, 2018, CACI acquired certain assets of the systems engineering and acquisition support services business unit (SE&A BU) of CSRA LLC, a managed affiliate of General Dynamics Information Technology, Inc.   The initial purchase consideration paid at closing to acquire the SE&A BU was $84.0 million plus $6.0 million representing a preliminary net working capital adjustment.  Subsequent to closing, CACI estimated that an additional payment may be due to the sellers for the final net working capital adjustment.  The Company recognized fair values of the assets acquired and liabilities assumed and allocated $42.8 million to goodwill and $8.9 million to intangible assets. The intangible assets consist of customer relationships. The final purchase price allocation, which is provisional and is expected to be completed by Q1 FY2020, 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.

Mastodon

On January 29, 2019, CACI acquired all of the equity interests of Mastodon Design LLC (Mastodon) for a purchase consideration of $225.0 million, which includes a $220.0 million initial cash payment and $5.0 million of deferred consideration.  Mastodon specializes in the rapid design of rugged tactical communications, signals intelligence (SIGINT) and electronic warfare (EW) equipment.

The Company recognized fair values of the assets acquired and liabilities assumed and allocated $139.3 million to goodwill and $83.9 million to intangible assets.  The goodwill of $139.3 million is largely attributable to the assembled workforce of Mastodon and expected synergies between the Company and Mastodon.  The intangible assets consist of customer relationships of $19.8 million and technology of $64.1 million.  The estimated fair value attributed to intangible assets is being amortized on an accelerated basis over approximately 20 years for customer relationships and over a range of approximately 5 to 9 years for technology.  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, approximately $223.1 million is deductible for income tax purposes.  The final purchase price allocation, which is provisional and is expected to be completed by Q3 FY2020, will be based on final appraisals and other analysis of fair values of acquired assets and liabilities.

LGS

On March 1, 2019, CACI acquired all of the equity interests of Legos Intermediate Holdings, LLC and MDCP Legos Blocker, Inc., the parent companies of LGS Innovations (LGS).  The purchase consideration is approximately $759.5 million, which includes $759.9 million of cash paid at close net of cash acquired and a $0.4 million estimated net purchase price reduction for returnable consideration due from the seller, deferred consideration, and estimated post-close net working capital adjustments.  LGS is a leading provider of SIGINT and cyber products and solutions to the Intelligence Community and Department of Defense.

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 LGS acquisition could necessitate the need to use the full one-year measurement period to adequately analyze and assess several factors used in establishing the asset and liability fair values as of the acquisition date, including intangible assets, receivables, inventory, deferred revenue, deferred taxes, 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 $759.5 million has been allocated to assets acquired and liabilities assumed as follows (in thousands):

 

Accounts receivable

 

$

92,876

 

Prepaid expenses and other current assets

 

 

21,033

 

Property and equipment

 

 

23,282

 

Intangible assets

 

 

147,650

 

Goodwill

 

 

521,630

 

Accounts receivable, long-term

 

 

2,180

 

Other long-term assets

 

 

877

 

Accounts payable

 

 

(10,309

)

Accrued compensation and benefits

 

 

(22,339

)

Other accrued expenses and current liabilities

 

 

(9,185

)

Deferred income taxes

 

 

71

 

Other long-term liabilities

 

 

(8,288

)

Total estimated consideration

 

$

759,478

 

The goodwill of $521.6 million is largely attributable to the assembled workforce of LGS and expected synergies between the Company and LGS.  The intangible assets consist of customer relationships of $86.9 million and technology of $60.8 million. The estimated fair value attributed to intangible assets is being amortized on an accelerated basis over approximately 20 years for customer relationships and over a range of approximately 5 to 15 years for technology.  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, approximately $615.8 million is deductible for income tax purposes.

From the March 1, 2019 acquisition date through March 31, 2019, LGS generated $32.8 million of revenue and $1.3 million of net income. LGS’ net income includes the impact of $1.3 million of amortization of intangibles.  LGS’ net income does not include the impact of acquisition-related expenses incurred by CACI.

CACI incurred $11.3 million of acquisition-related expenses during the nine months ended March 31, 2019, which are included in indirect costs and selling expenses.  Additionally, CACI incurred $2.7 million of integration and restructuring costs from the acquisition date through March 31, 2019.

The following pro forma results are prepared for comparative purposes only and do not necessarily reflect the results that would have occurred had the acquisition occurred at the beginning of the years presented or the results which may occur in the future. The following unaudited pro forma results of operations assume the LGS acquisition had occurred on July 1, 2017 (in thousands, except per share amounts):

 

 

 

Nine Months Ended March 31,

 

 

 

2019

 

 

2018

 

Revenue

 

$

3,897,994

 

 

$

3,558,381

 

Net income

 

 

225,538

 

 

 

238,453

 

Basic EPS

 

 

9.09

 

 

 

9.70

 

Diluted EPS

 

 

8.89

 

 

 

9.45

 

Significant pro forma adjustments incorporated into the pro forma results above include the recognition of additional amortization expense related to acquired intangible assets and additional interest expense related to debt incurred to finance the acquisition.  Significant nonrecurring adjustments include the elimination of non-recurring acquisition-related expenses incurred during the nine months ended March 31, 2019.

v3.19.1
Intangible Assets
9 Months Ended
Mar. 31, 2019
Finite Lived Intangible Assets Net [Abstract]  
Intangible Assets

5.

Intangible Assets

 

Intangible assets consisted of the following (in thousands):

 

 

 

March 31,

 

 

June 30,

 

 

 

2019 (1)

 

 

2018

 

Intangible assets:

 

 

 

 

 

 

 

 

Customer contracts and related customer relationships

 

$

550,646

 

 

$

435,933

 

Acquired technologies

 

 

138,010

 

 

 

13,237

 

Other

 

 

800

 

 

 

804

 

Intangible assets

 

 

689,456

 

 

 

449,974

 

Less accumulated amortization:

 

 

 

 

 

 

 

 

Customer contracts and related customer relationships

 

 

(226,769

)

 

 

(199,018

)

Acquired technologies

 

 

(11,357

)

 

 

(8,761

)

Other

 

 

(492

)

 

 

(440

)

Less accumulated amortization

 

 

(238,618

)

 

 

(208,219

)

Total intangible assets, net

 

$

450,838

 

 

$

241,755

 

__________________

 

(1)

During the nine months ended March 31, 2019, the Company removed $0.7 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 March 31, 2019 is 16.6 years, and the weighted-average remaining period of amortization is 14.0 years.  The weighted-average period of amortization for acquired technologies as of March 31, 2019 is 10.2 years, and the weighted-average remaining period of amortization is 10.1 years.

Expected amortization expense for the remainder of the fiscal year ending June 30, 2019, and for each of the fiscal years thereafter, is as follows (in thousands):

 

Fiscal year ending June 30,

 

Amount

 

2019 (three months)

 

$

14,620

 

2020

 

 

57,638

 

2021

 

 

56,486

 

2022

 

 

53,335

 

2023

 

 

48,158

 

Thereafter

 

 

220,601

 

Total intangible assets, net

 

$

450,838

 

 

 

v3.19.1
Goodwill
9 Months Ended
Mar. 31, 2019
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill

6.

Goodwill

The changes in the carrying amount of goodwill for the year ended June 30, 2018 and the nine months ended March 31, 2019 are as follows (in thousands):

 

 

 

Domestic

 

 

International

 

 

Total

 

Balance at June 30, 2017

 

$

2,479,496

 

 

$

97,939

 

 

$

2,577,435

 

Goodwill acquired (1)

 

 

35,024

 

 

 

6,867

 

 

 

41,891

 

Foreign currency translation

 

 

 

 

 

1,509

 

 

 

1,509

 

Balance at June 30, 2018

 

 

2,514,520

 

 

 

106,315

 

 

 

2,620,835

 

Goodwill acquired (1)

 

 

703,825

 

 

 

(99

)

 

 

703,726

 

Foreign currency translation

 

 

 

 

 

(1,579

)

 

 

(1,579

)

Balance at March 31, 2019

 

$

3,218,345

 

 

$

104,637

 

 

$

3,322,982

 

 

 

(1)

Includes goodwill initially allocated to new business combinations as well as measurement period adjustments.

 

 

v3.19.1
Revenue Recognition
9 Months Ended
Mar. 31, 2019
Revenue From Contract With Customer [Abstract]  
Revenue Recognition

7.

Revenue Recognition

We disaggregate our revenue arrangements by contract type, customer, and whether the Company performs on the contract as the prime or subcontractor.  We believe that these categories allow for a better understanding of the nature, amount, timing, and uncertainty of revenue and cash flows arising from our contracts.

Revenue by Contract Type

The Company generated revenue on our cost-plus-fee, firm fixed-price (including proprietary software product sales), and time-and-materials contracts as follows during the three and nine months ended March 31, 2019 (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31, 2019

 

 

March 31, 2019

 

 

 

Domestic

 

 

International

 

 

Total

 

 

Domestic

 

 

International

 

 

Total

 

Cost-plus-fee

 

$

704,627

 

 

$

 

 

$

704,627

 

 

$

2,003,204

 

 

$

 

 

$

2,003,204

 

Firm fixed-price

 

 

348,143

 

 

 

25,863

 

 

 

374,006

 

 

 

982,232

 

 

 

73,152

 

 

 

1,055,384

 

Time and materials

 

 

172,761

 

 

 

13,564

 

 

 

186,325

 

 

 

509,170

 

 

 

44,705

 

 

 

553,875

 

Total

 

$

1,225,531

 

 

$

39,427

 

 

$

1,264,958

 

 

$

3,494,606

 

 

$

117,857

 

 

$

3,612,463

 

Customer Information

The Company generated revenue from our primary customer groups as follows during the three and nine months ended March 31, 2019 (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31, 2019

 

 

March 31, 2019

 

 

 

Domestic

 

 

International

 

 

Total

 

 

Domestic

 

 

International

 

 

Total

 

Department of Defense

 

$

887,030

 

 

$

 

 

$

887,030

 

 

$

2,540,093

 

 

$

 

 

$

2,540,093

 

Federal civilian agencies

 

 

318,374

 

 

 

 

 

 

318,374

 

 

 

898,491

 

 

 

 

 

 

898,491

 

Commercial and other

 

 

20,127

 

 

 

39,427

 

 

 

59,554

 

 

 

56,022

 

 

 

117,857

 

 

 

173,879

 

Total

 

$

1,225,531

 

 

$

39,427

 

 

$

1,264,958

 

 

$

3,494,606

 

 

$

117,857

 

 

$

3,612,463

 

Prime or Subcontractor

The Company generated revenue as either the prime or subcontractor as follows during the three and nine months ended March 31, 2019 (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31, 2019

 

 

March 31, 2019

 

 

 

Domestic

 

 

International

 

 

Total

 

 

Domestic

 

 

International

 

 

Total

 

Prime contractor

 

$

1,114,172

 

 

$

39,427

 

 

$

1,153,599

 

 

$

3,217,570

 

 

$

117,857

 

 

$

3,335,427

 

Subcontractor

 

 

111,359

 

 

 

 

 

 

111,359

 

 

 

277,036

 

 

 

 

 

 

277,036

 

Total

 

$

1,225,531

 

 

$

39,427

 

 

$

1,264,958

 

 

$

3,494,606

 

 

$

117,857

 

 

$

3,612,463

 

 

Significant Estimates

The Company uses an estimate at completion (EAC) as the basis to measure progress towards the complete satisfaction of its contractual performance obligations, for each of its contracts in which revenue is recognized using a percentage of completion calculation.  The EAC process requires the Company to use professional judgment when assessing risks, estimating contract revenue and costs, estimating variable consideration, and making assumptions for schedule and technical issues.  Based on changes in a contract’s EAC, a cumulative adjustment to revenue will be recorded.  During the three and nine months ended March 31, 2019, we recognized an increase to income before income taxes of $6.3 million ($0.18 per diluted share) and $16.9 million ($0.49 per diluted share), respectively, from EAC adjustments.  The Company used its statutory tax rate when calculating the impact to diluted earnings per share.

The Company records final true-up adjustments to its estimated award or incentive fees in the period in which we receive the customer’s final performance score or when we can determine that more objective, contractually-defined criteria have been fully satisfied.  These final true-up adjustments are disclosed as revenue recognized from previously satisfied performance obligations.  For the three and nine months ended March 31, 2019, the revenue recognized from previously satisfied performance obligations was $0.8 million and $1.1 million, respectively.

Remaining Performance Obligations

The Company’s remaining performance obligations balance as of period end represents the expected revenue to be recognized for the satisfaction of remaining performance obligations on our existing contracts.  This balance excludes unexercised contract option years and task orders that may be issued underneath an IDIQ vehicle.  Our remaining performance obligations balance as of March 31, 2019 was $6.7 billion.

The Company expects to recognize approximately 72.0 percent of our remaining performance obligations balance as revenue over the next year and the remaining 28.0 percent thereafter.

v3.19.1
Contract Balances
9 Months Ended
Mar. 31, 2019
Revenue From Contract With Customer [Abstract]  
Contract Balances

8.

Contract Balances

Contract assets are primarily comprised of conditional unbilled receivables in which revenue has been recognized but an invoice has not yet been issued to the customer as of the balance sheet date.  Contract assets exclude billed and billable receivables and are not stated above their net realizable value.

Contract liabilities are primarily comprised of advance payments in which consideration is received in advance of satisfying a performance obligation.

Net contract assets (liabilities) consisted of the following (in thousands):

 

 

 

 

 

March 31,

 

 

July 1,

 

Description of Contract Related Balance

 

Financial Statement Classification

 

2019

 

 

2018 (1)

 

Contract assets – current:

 

 

 

 

 

 

 

 

 

 

Unbilled receivables

 

Accounts receivable, net

 

$

82,105

 

 

$

72,511

 

Costs to obtain – short-term

 

Prepaid expenses and other current assets

 

 

2,624

 

 

 

2,342

 

Contract assets – noncurrent:

 

 

 

 

 

 

 

 

 

 

Unbilled receivables

 

Accounts receivable, long-term

 

 

9,647

 

 

 

8,620

 

Costs to obtain – long-term

 

Other long-term assets

 

 

4,672

 

 

 

3,923

 

Contract liabilities – current:

 

 

 

 

 

 

 

 

 

 

Deferred revenue

 

Other accrued expenses and current liabilities

 

 

(48,106

)

 

 

(43,940

)

Contract liabilities – noncurrent:

 

 

 

 

 

 

 

 

 

 

Deferred revenue

 

Other long-term liabilities

 

 

(7,041

)

 

 

(4,740

)

Net contract assets (liabilities)

 

 

 

$

43,901

 

 

$

38,716

 

 

 

(1)

Includes the cumulative effect to the Company’s opening balance sheet from the adoption of ASU 2014-09, Revenue from Contracts with Customers, using the modified retrospective method.

During the three and nine months ended March 31, 2019, we recognized $6.6 million and $33.3 million of revenue, respectively, that was included in a previously recorded contract liability as of the beginning of the period.

v3.19.1
Sales of Receivables
9 Months Ended
Mar. 31, 2019
Transfers And Servicing Of Financial Assets [Abstract]  
Sales of Receivables

9.

Sales of Receivables

On December 28, 2018, the Company entered into a Master Accounts Receivable Purchase Agreement (MARPA Facility) with MUFG Bank, Ltd. (the Purchaser), for the sale of certain designated eligible U.S. government receivables.  The MARPA Facility has an initial term of one-year.  Under the MARPA Facility, the Company can sell eligible receivables, including certain billed and unbilled receivables up to a maximum amount of $200.0 million.  The Company’s receivables are sold under the MARPA Facility without recourse for any U.S. government credit risk.

The Company accounts for receivable transfers under the MARPA Facility as sales under ASC 860, Transfers and Servicing, and derecognizes the sold receivables from its balance sheets.  The fair value of the sold receivables approximated their book value due to their short-term nature.  As such, there were no gains or losses related to sales of these receivables.

The Company does not retain an ongoing financial interest in the transferred receivables other than cash collection and administrative services.  The Company estimated that its servicing fee was at fair value and therefore no servicing asset or liability related to these receivables was recognized as of March 31, 2019.  Proceeds from the sold receivables are reflected in our operating cash flows on the statement of cash flows.

During the three and nine months ended March 31, 2019, the Company sold $563.5 million of receivables.  The amount outstanding as of March 31, 2019 was $200.0 million.  As of March 31, 2019, collections not remitted to the Purchaser related to the sold receivables were $72.0 million.  This amount represents an obligation to the Purchaser and is included in other accrued expenses and current liabilities in the accompanying consolidated balance sheet.

During the three and nine months ended March 31, 2019, the Company incurred purchase discount fees of $1.4 million, which are recorded within interest expense and other, net in our accompanying consolidated statements of operations.

MARPA Facility activity consisted of the following (in thousands):

 

 

 

As of and for the

 

 

As of and for the

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31, 2019

 

 

March 31, 2019

 

Beginning balance:

 

 

 

 

 

 

 

 

Sales of receivables

 

$

563,502

 

 

$

563,502

 

Cash collections

 

 

(363,502

)

 

 

(363,502

)

Outstanding balance sold to Purchaser: (1)

 

 

200,000

 

 

 

200,000

 

Cash collected, not remitted to Purchaser (2)

 

 

(71,970

)

 

 

(71,970

)

Remaining sold receivables

 

$

128,030

 

 

$

128,030

 

 

 

(1)

Represents the increase to cash flows from operations.

 

(2)

Includes the cash collected on behalf of but not yet remitted to the Purchaser as of March 31, 2019.  This balance is included in other accrued expenses and current liabilities as of the balance sheet date.

v3.19.1
Long-term Debt
9 Months Ended
Mar. 31, 2019
Long Term Debt [Abstract]  
Long-term Debt

10.

Long-term Debt 

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

 

 

 

March 31,

 

 

June 30,

 

 

 

2019

 

 

2018

 

Bank credit facility – term loans

 

$

903,204

 

 

$

938,394

 

Bank credit facility – revolver loans

 

 

865,000

 

 

 

135,000

 

Principal amount of long-term debt

 

 

1,768,204

 

 

 

1,073,394

 

Less unamortized discounts and debt issuance costs

 

 

(10,644

)

 

 

(11,054

)

Total long-term debt

 

 

1,757,560

 

 

 

1,062,340

 

Less current portion

 

 

(46,920

)

 

 

(46,920

)

Long-term debt, net of current portion

 

$

1,710,640

 

 

$

1,015,420

 

Bank Credit Facility

The Company has a $2,438.4 million credit facility (the Credit Facility), which consists of an $1,500.0 million revolving credit facility (the Revolving Facility) and a $938.4 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.

The Revolving Facility is a secured facility that permits continuously renewable borrowings of up to $1,500.0 million. As of March 31, 2019, the Company had $865.0 million outstanding under the Revolving Facility and no borrowings on the swing line.  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 $11.7 million through June 30, 2021 and $23.5 million thereafter until the balance is due in full on June 30, 2023. As of March 31, 2019, the Company had $903.2 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 March 31, 2019, 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 3.53 percent.

The Credit Facility requires the Company to comply with certain financial covenants, including 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 March 31, 2019, 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 $400.0 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. 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 nine months ended March 31, 2019 and 2018 is as follows (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Gain (loss) recognized in other comprehensive income

 

$

(1,107

)

 

$

3,257

 

 

$

(2,680

)

 

$

4,778

 

Amounts reclassified to earnings from accumulated other

   comprehensive loss

 

 

(968

)

 

 

87

 

 

 

(2,956

)

 

 

1,687

 

Net current period other comprehensive income

 

$

(2,075

)

 

$

3,344

 

 

$

(5,636

)

 

$

6,465

 

 

The aggregate maturities of long-term debt at March 31, 2019 are as follows (in thousands):

 

Twelve months ending March 31,

 

 

 

 

2020

 

$

46,920

 

2021

 

 

46,920

 

2022

 

 

82,109

 

2023

 

 

93,839

 

2024

 

 

1,498,416

 

Principal amount of long-term debt

 

 

1,768,204

 

Less unamortized discounts and debt issuance costs

 

 

(10,644

)

Total long-term debt

 

$

1,757,560

 

 

v3.19.1
Commitments and Contingencies
9 Months Ended
Mar. 31, 2019
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

11.

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 T&M 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 annual incurred cost submissions through fiscal year 2016 and is auditing the Company’s incurred cost submissions for its fiscal years 2017 and 2018.  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.

v3.19.1
Stock-Based Compensation
9 Months Ended
Mar. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

12.

Stock-Based Compensation

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

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Stock-based compensation related to RSUs included in

   indirect costs and selling expense

 

$

6,304

 

 

$

5,794

 

 

$

18,351

 

 

$

18,183

 

Income tax benefit recognized for stock-based

   compensation expense

 

$

1,032

 

 

$

1,905

 

 

$

3,422

 

 

$

5,979

 

 

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, restricted stock units (RSUs), stock settled appreciation rights (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.

The Company granted performance-based stock awards to key employees in October of 2018 and September of 2017 and 2016. The final number of PRSUs that are earned by participants and vest is based on the achievement of a specified EPS for the fiscal year and on the average share price for the 90-day period ended for the following three years. If the 90-day average share price of the Company’s stock in years one, two and three exceeds the 90-day average share price at the grant date by 100 percent or more the number of shares ultimately awarded could range up to 200 percent of the specified target award. In addition to the performance and market conditions, there is a service vesting condition that stipulates 50 percent of the award will vest approximately three years from the grant date and 50 percent will vest approximately four years from the grant date, depending on the award date.

The annual performance-based awards granted for each of the fiscal years presented were as follows:

 

 

 

Performance-based stock awards granted

 

 

Number of additional shares earned under performance-based stock awards

 

Fiscal year 2019

 

 

101,976

 

 

 

 

Fiscal year 2018

 

 

185,056

 

 

 

20,116

 

Fiscal year 2017

 

 

193,420

 

 

 

73,065

 

 

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 March 31, 2019, cumulative grants of 589,893 equity instruments underlying the shares authorized have been awarded, and 134,010 of these instruments have been forfeited.

Activity related to RSUs during the nine months ended March 31, 2019 is as follows:

 

 

 

RSUs

 

Unvested at June 30, 2018

 

 

663,987

 

Granted

 

 

271,266

 

Vested

 

 

(263,702

)

Forfeited

 

 

(28,643

)

Unvested at March 31, 2019

 

 

642,908

 

Weighted-average grant date fair value for RSUs

 

$

201.31

 

 

As of March 31, 2019, there was $48.8 million of total unrecognized compensation costs related to RSUs scheduled to be recognized over a weighted-average period of 2.7 years.

v3.19.1
Earnings Per Share
9 Months Ended
Mar. 31, 2019
Earnings Per Share [Abstract]  
Earnings Per Share

13.

Earnings Per Share

ASC 260, Earnings Per Share, 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 chart below shows the calculation of basic and diluted earnings per share (in thousands, except per share amounts):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net income

 

$

68,145

 

 

$

64,499

 

 

$

215,574

 

 

$

249,340

 

Weighted-average number of basic shares outstanding

   during the period

 

 

24,866

 

 

 

24,656

 

 

 

24,819

 

 

 

24,588

 

Dilutive effect of RSUs after application of treasury

   stock method

 

 

482

 

 

 

578

 

 

 

550

 

 

 

641

 

Weighted-average number of diluted shares outstanding

   during the period

 

 

25,348

 

 

 

25,234

 

 

 

25,369

 

 

 

25,229

 

Basic earnings per share

 

$

2.74

 

 

$

2.62

 

 

$

8.69

 

 

$

10.14

 

Diluted earnings per share

 

$

2.69

 

 

$

2.56

 

 

$

8.50

 

 

$

9.88

 

 

v3.19.1
Income Taxes
9 Months Ended
Mar. 31, 2019
Income Tax Disclosure [Abstract]  
Income Taxes

14.

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 the Internal Revenue Service for the year 2015, one state jurisdiction for the years 2015 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 March 31, 2019 and June 30, 2018 was $4.4 million and $4.1 million, respectively. The $4.4 million unrecognized tax benefit at March 31, 2019, if recognized, would impact the Company’s effective tax rate.

For the three months ended March 31, 2019, the effective income tax rate was 16.3 percent compared with 31.6 percent for the same period last year.  The Company’s effective income tax rate decreased primarily due to: the full-year impact of the lower U.S. income tax rate pursuant to the Tax Cuts and Jobs Act of 2017 (TCJA); writing off certain historic deferred tax balances due to an internal reorganization related to the integration of an acquired company; and from changes in our estimated benefit from the federal research and development tax credit.  For both comparative reporting periods, the Company’s effective tax rate was impacted by excess tax benefits under ASU 2016-09, Stock Compensation, and the change in value of assets invested in COLI policies. If gains or losses on the COLI investments throughout the rest of the current fiscal year vary from our estimates, our FY2019 effective tax rate will fluctuate in future quarters for the year ending June 30, 2019.

For the nine months ended March 31, 2019, the effective income tax rate was 18.7 percent compared with (9.6) percent for the same period last year. For the nine months ended March 31, 2019, the Company’s effective income tax rate increased year-over-year due to the favorable remeasurement of the Company's deferred tax liability pursuant to the TCJA in the prior year, partially offset by: the full-year impact of the lower U.S. income tax rate pursuant to the TCJA; writing off certain historic deferred tax balances due to an internal reorganization related to the integration of an acquired company; and from changes in our estimated benefit from the federal research and development tax credit.  For both comparative reporting periods, the Company’s effective tax rate was impacted by excess tax benefits under ASU 2016-09 and the change in value of assets invested in COLI policies. If gains or losses on the COLI investments throughout the rest of the current fiscal year vary from our estimates, our FY2019 effective tax rate will fluctuate in future quarters for the year ending June 30, 2019.  

Tax Cuts and Jobs Act

The TCJA was enacted on December 22, 2017.  Among other things, the TCJA reduced the U.S. federal corporate tax rate from 35.0 percent to 21.0 percent effective January 1, 2018. Prior to the expiration of the one-year measurement period of Staff Accounting Bulletin No. 118 on December 22, 2018, the Company finalized its tax reform positions related to: (1) transition tax liability; (2) remeasurement of deferred taxes; and (3) the limitation on the deductibility of certain executive compensation. In prior periods, the Company was able to make reasonable estimates and record provisional amounts for each of these elements.  

During the nine months ended March 31, 2019, the Company recognized a $2.2 million tax benefit related to the reduction of our provisional calculation of the one-time transition tax liability and a $0.5 million tax benefit related to its final analysis of its deferred tax remeasurement.  No other adjustments were made to FY2018 provisional amounts during the nine months ended March 31, 2019.

 

v3.19.1
Business Segment Information
9 Months Ended
Mar. 31, 2019
Segment Reporting [Abstract]  
Business Segment Information

15.

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 customers. 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 March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

1,225,531

 

 

$

39,427

 

 

$

1,264,958

 

Net income

 

 

63,759

 

 

 

4,386

 

 

 

68,145

 

Three Months Ended March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

1,079,953

 

 

$

44,147

 

 

$

1,124,100

 

Net income

 

 

60,779

 

 

 

3,720

 

 

 

64,499

 

Nine Months Ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

3,494,606

 

 

$

117,857

 

 

$

3,612,463

 

Net income

 

 

203,765

 

 

 

11,809

 

 

 

215,574

 

Nine Months Ended March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

3,177,659

 

 

$

120,115

 

 

$

3,297,774

 

Net income

 

 

238,542

 

 

 

10,798

 

 

 

249,340

 

 

 

v3.19.1
Fair Value of Financial Instruments
9 Months Ended
Mar. 31, 2019
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments

16.

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 March 31, 2019 and June 30, 2018, and the level they fall within the fair value hierarchy (in thousands):

 

 

 

 

 

 

 

March 31,

 

 

June 30,

 

 

 

Financial Statement

 

Fair Value

 

2019

 

 

2018

 

Description of Financial Instrument

 

Classification

 

Hierarchy

 

Fair Value

 

Contingent consideration

 

Other accrued expenses and

   current liabilities

 

Level 3

 

$

11,300

 

 

$

693

 

Contingent consideration

 

Other long-term liabilities

 

Level 3

 

$

 

 

$

11,000

 

Interest rate swap agreements

 

Prepaid expenses and other

   current assets

 

Level 2

 

$

227

 

 

$

672

 

Interest rate swap agreements

 

Other long-term assets

 

Level 2

 

$

6,203

 

 

$

13,405

 

 

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 nine months ended March 31, 2019 this remeasurement resulted in a $0.3 million change to the liability recorded.

v3.19.1
Subsequent Events
9 Months Ended
Mar. 31, 2019
Subsequent Events [Abstract]  
Subsequent Events

17.

Subsequent Events

In April 2019, the Company entered into three additional floating-to-fixed interest rate swap agreements for an aggregate notional amount of $300.0 million.  These swaps will become effective on July 1, 2019 and mature at various dates through FY2026.  The Company has designated these swaps as cash flow hedges.

 

v3.19.1
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Mar. 31, 2019
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 March 31, 2019 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 10 and 16.

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, 2018.  The results of operations for the three and nine months ended March 31, 2019 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year.

Certain reclassifications have been made to the prior period’s financial statements to conform to the current presentation.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the capitalization requirements for implementation costs incurred in a hosting arrangement that is a service contract with the existing capitalization requirements for implementation costs associated with internal-use software (Subtopic 350-40). ASU 2018-15 becomes effective for the Company in the first quarter of FY2021 and may be adopted either retrospectively or prospectively. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard on its financial statements.

In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedge Activities. This ASU simplifies the application of hedge accounting and improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities. The Company early adopted this standard effective as of July 1, 2018.  Adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which changes the presentation of net periodic pension and postretirement cost (net benefit cost) on the consolidated statements of operations.  The service cost component of net benefit cost will continue to be part of operating income while all other components of net benefit cost (interest costs, actuarial gains and losses and amortization of prior service cost) will be shown outside of operating income.  The Company adopted this standard on July 1, 2018 and applied the standard retrospectively.  The adoption of this standard did not have a material impact on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, which clarifies how certain cash receipts and cash payments are presented and classified on the statement of cash flows to reduce diversity in practice.  The Company adopted this standard on July 1, 2018 and applied the standard retrospectively.  As a result of adoption, the Company reclassified $3.7 million of proceeds received from the settlement of corporate owned life insurance (COLI) policies from operating activities to investing activities on the Consolidated Statement of Cash Flows for the nine months ended March 31, 2018.  During the nine months ended March 31, 2019, $1.9 million of COLI proceeds are presented as investing activities.

 

In February 2016, the FASB issued ASU 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. The Company will adopt this standard on July 1, 2019 and is currently in the process of accumulating data required to measure its existing leases, reviewing lease contracts, implementing a new lease accounting solution and evaluating accounting policy and internal control changes.  We expect that upon adoption we will recognize a material right-of-use asset and lease liability on our balance sheet. We do not expect the standard to have a material impact on our cash flows or results of operations.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as amended (ASC 606), which superseded nearly all existing revenue recognition guidance under GAAP.  The core principle of ASU 2014-09 is to recognize revenue 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 were required under previous GAAP.  In addition, ASU 2014-09 added ASC 340-40 to codify guidance on other assets and deferred costs for contracts with customers.  

Effective July 1, 2018, we adopted ASC 606 using the modified retrospective method, whereby the cumulative effect of applying the standard was recognized through shareholders’ equity on the date of adoption.  In addition, for our fiscal year ending June 30, 2019 and the interim reporting periods therein, the Company is required to disclose the amount by which each financial statement line item was affected by the new standard.  The Company’s comparative information, for prior periods presented before July 1, 2018, has not been restated and continues to be reported under ASC 605.

The impact of adoption on our consolidated balance sheet is as follows (in thousands):

 

 

 

June 30, 2018

As Reported Under

ASC 605

 

 

Adjustments

Due to

ASC 606

 

 

July 1, 2018

Balance

Under ASC 606

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

$

806,871

 

 

$

20,454

 

 

$

827,325

 

Prepaid expenses and other current assets

 

 

58,126

 

 

 

2,342

 

 

 

60,468

 

Other long-term assets

 

 

39,175

 

 

 

3,923

 

 

 

43,098

 

Liabilities and Shareholders' Equity:

 

 

 

 

 

 

 

 

 

 

 

 

Other accrued expenses and current liabilities

 

 

150,602

 

 

 

2,212

 

 

 

152,814

 

Deferred income taxes

 

 

200,880

 

 

 

6,639

 

 

 

207,519

 

Other long-term liabilities

 

 

85,187

 

 

 

98

 

 

 

85,285

 

Retained earnings

 

 

2,126,790

 

 

 

17,770

 

 

 

2,144,560

 

 

ASC 606 changed the pattern of revenue recognition for some of our contracts with customers.  For our award and incentive fee contracts, we recognize an estimated amount of variable consideration throughout the performance period rather than defer recognition of the relevant portion of fee until customer notification of the amount earned.  Some of our fixed price services-type contracts in which revenue was previously recognized on a straight-line basis over the performance period converted to recognition of revenue using a cost-to-cost input method to measure our progress towards the complete satisfaction of the performance obligation.  The cumulative effect of these changes in the pattern of revenue recognition resulted in an increase to accounts receivable with an offset to retained earnings.

In addition, ASC 606 changed the timing of revenue recognition for license renewal performance obligations.  Under prior GAAP, license renewals were generally recognized in the period the renewal contract was executed.  However, upon adoption of ASC 606, revenue for a license renewal may not be recognized until the start of the term of the renewal.  The cumulative effect of this change resulted in an increase to contract liabilities with an offset to retained earnings.

The adoption of ASC 606 did not have a material impact on the Company’s revenue recognition for cost-plus-fee, fixed price/level-of-effort, time-and-materials (T&M), fixed price contracts previously recognized under ASC 605-35, and fixed price product revenue arrangements.

Under ASC 340-40, the Company capitalizes certain costs to fulfill and obtain a contract.  The cumulative effect of this change resulted in an increase to contract assets with an offset to retained earnings.  These capitalized costs are amortized over the period of contract performance as revenue is recognized from the transfer of goods or services and the underlying performance obligation is satisfied.    

The table below presents the impact of adoption of ASC 606 on our consolidated statement of operations for the three and nine months ended March 31, 2019 (in thousands, except per share data):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31, 2019

 

 

March 31, 2019

 

 

 

As Adjusted Under

ASC 605

 

 

Effect of

ASC 606

 

 

As Reported Under

ASC 606

 

 

As Adjusted Under

ASC 605

 

 

Effect of

ASC 606

 

 

As Reported Under

ASC 606

 

Revenue

 

$

1,263,174

 

 

$

1,784

 

 

$

1,264,958

 

 

$

3,599,511

 

 

$

12,952

 

 

$

3,612,463

 

Costs of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct costs

 

 

824,024

 

 

 

 

 

 

824,024

 

 

 

2,397,633

 

 

 

 

 

 

2,397,633

 

Indirect costs and selling expenses

 

 

324,597

 

 

 

231

 

 

 

324,828

 

 

 

860,294

 

 

 

(1,032

)

 

 

859,262

 

Depreciation and amortization

 

 

21,198

 

 

 

 

 

 

21,198

 

 

 

58,797

 

 

 

 

 

 

58,797

 

Total costs of revenue

 

 

1,169,819

 

 

 

231

 

 

 

1,170,050

 

 

 

3,316,724

 

 

 

(1,032

)

 

 

3,315,692

 

Income from operations

 

 

93,355

 

 

 

1,553

 

 

 

94,908

 

 

 

282,787

 

 

 

13,984

 

 

 

296,771

 

Interest expense and other, net

 

 

13,466

 

 

 

 

 

 

13,466

 

 

 

31,773

 

 

 

 

 

 

31,773

 

Income before taxes

 

 

79,889

 

 

 

1,553

 

 

 

81,442

 

 

 

251,014

 

 

 

13,984

 

 

 

264,998

 

Income tax expense

 

 

12,875

 

 

 

422

 

 

 

13,297

 

 

 

45,820

 

 

 

3,604

 

 

 

49,424

 

Net income

 

$

67,014

 

 

$

1,131

 

 

$

68,145

 

 

$

205,194

 

 

$

10,380

 

 

$

215,574

 

Basic earnings per share

 

$

2.70

 

 

$

0.05

 

 

$

2.74

 

 

$

8.27

 

 

$

0.42

 

 

$

8.69

 

Diluted earnings per share

 

$

2.64

 

 

$

0.04

 

 

$

2.69

 

 

$

8.09

 

 

$

0.41

 

 

$

8.50

 

 

For the three months ended March 31, 2019, the effect of ASC 606 was primarily related to certain fixed price services-type contracts in which revenue was previously recognized on a straight-line basis that converted to a cost-to-cost input method to measure the Company’s progress towards the complete satisfaction of the performance obligation.  For the nine months ended March 31, 2019, the effect of ASC 606 was primarily related to the timing of award and incentive fee revenue recognition.

The table below presents the impact of adoption of ASC 606 on our consolidated balance sheet as of March 31, 2019 (in thousands):

 

 

 

As Adjusted Under

ASC 605

 

 

Effect of

ASC 606

 

 

As Reported Under ASC 606

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

$

858,963

 

 

$

30,699

 

 

$

889,662

 

Prepaid expenses and other current assets

 

 

96,962

 

 

 

2,624

 

 

 

99,586

 

Other long-term assets

 

 

31,840

 

 

 

4,672

 

 

 

36,512

 

Liabilities and Shareholders' Equity:

 

 

 

 

 

 

 

 

 

 

 

 

Other accrued expenses and current liabilities

 

 

251,007

 

 

 

4,028

 

 

 

255,035

 

Deferred income taxes

 

 

198,513

 

 

 

5,818

 

 

 

204,331

 

Other long-term liabilities

 

 

92,099

 

 

 

 

 

 

92,099

 

Retained earnings

 

 

2,331,985

 

 

 

28,149

 

 

 

2,360,134

 

 

Revenue Recognition

Revenue Recognition

The Company generates almost all of our revenue from three different types of contractual arrangements with the U.S. government: cost-plus-fee, time-and-materials (T&M), and fixed-price contracts.  Our contracts with the U.S. government are generally subject to the Federal Acquisition Regulation (FAR) and are competitively priced based on estimated costs of providing the contractual goods or services.  

We account for a contract when the parties have approved the contract and are committed to perform on it, the rights of each party and the payment terms are identified, the contract has commercial substance, and it is probable that we will collect substantially all of the consideration.  

At contract inception, the Company determines whether the goods or services to be provided are to be accounted for as a single performance obligation or as multiple performance obligations.  This evaluation requires significant professional judgment as it may impact the timing and pattern of revenue recognition.  If multiple performance obligations are identified, we generally use the cost plus a margin approach to determine the relative standalone selling price of each performance obligation.  

When determining the total transaction price, the Company identifies both fixed and variable consideration elements within the contract.  Variable consideration includes any amount within the transaction price that is not fixed, such as: award or incentive fees; performance penalties; unfunded contract value; or other similar items.  For our contracts with award or incentive fees, the Company estimates the total amount of award or incentive fee expected to be recognized into revenue.  Throughout the performance period, we recognize as revenue a constrained amount of variable consideration only to the extent that it is probable that a significant reversal of the cumulative amount recognized to date will not be required in a subsequent period.  Our estimate of variable consideration is periodically adjusted based on significant changes in relevant facts and circumstances.  In the period in which we can calculate the final amount of award or incentive fee earned - based on the receipt of the customer’s final performance score or determining that more objective, contractually-defined criteria have been fully satisfied - the Company will adjust our cumulative revenue recognized to date on the contract.  This adjustment to revenue will be disclosed as the amount of revenue recognized in the current period for a previously satisfied performance obligation.

We generally recognize revenue over time throughout the performance period as the customer simultaneously receives and consumes the benefits provided on our services-type revenue arrangements.  This continuous transfer of control for our U.S. government contracts is supported by the unilateral right of our customer to terminate the contract for a variety of reasons without having to provide justification for its decision.  For our services-type revenue arrangements in which there are a repetitive amount of services that are substantially the same from one month to the next, the Company applies the series guidance.  We use a variety of input and output methods that approximate the progress towards complete satisfaction of the performance obligation, including: costs incurred, labor hours expended, and time-elapsed measures for our fixed-price stand ready obligations.  For certain contracts, primarily our cost-plus and T&M services-type revenue arrangements, we apply the right-to-invoice practical expedient in which revenue is recognized in direct proportion to our present right to consideration for progress towards the complete satisfaction of the performance obligation.

When a performance obligation has a significant degree of interrelation or interdependence between one month’s deliverables and the next, when there is an award or incentive fee, or when there is a significant degree of customization or modification, the Company generally records revenue using a percentage of completion methodology.  For these revenue arrangements, substantially all revenue is recognized over time using a cost-to-cost input method based on the ratio of costs incurred to date to total estimated costs at completion. When estimates of total costs to be incurred on a contract exceed total revenue, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.

Contract modifications are reviewed to determine whether they should be accounted for as part of the original performance obligation or as a separate contract.  When a contract modification changes the scope or price and the additional performance obligations are at their standalone selling price, the original contract is terminated and the Company accounts for the change prospectively when the new goods or services to be transferred are distinct from those already provided.  When the contract modification includes goods or services that are not distinct from those already provided, the Company records a cumulative adjustment to revenue based on a remeasurement of progress towards the complete satisfaction of the not yet fully delivered performance obligation.

Based on the critical nature of our contractual performance obligations, the Company may proceed with work based on customer direction prior to the completion and signing of formal contract documents.  The Company has a formal review process for approving any such work that considers previous experiences with the customer, communications with the customer regarding funding status, and our knowledge of available funding for the contract or program.  

 

Contract Assets

Contract Assets

Contract assets include unbilled receivables in which our right to consideration is conditional on factors other than the passage of time.  Contract assets exclude billed and billable receivables.  

In addition, the costs to fulfill a contract are considered for capitalization based on contract specific facts and circumstances. The incremental costs to fulfill a contract (e.g. ramp up costs at the beginning of the period of performance) may be capitalized when expenses are incurred prior to satisfying a performance obligation.  

The incremental costs of obtaining a contract (e.g. sales commissions) are capitalized as an asset when the Company expects to recover them either directly or indirectly through the revenue arrangement’s profit margins.  These capitalized costs are subsequently expensed over the revenue arrangement’s period of performance.  The Company has elected to apply the practical expedient to immediately expense the costs to obtain a contract when the performance obligation will be completed within twelve months of contract inception.  

Contract assets are periodically reassessed based on reasonably available information as of the balance sheet date to ensure they do not exceed their net realizable value.  

Contract Liabilities

Contract Liabilities

Contract liabilities include advance payments received from the customer in excess of revenue that may be recognized as of the balance sheet date.  The advance payment is subsequently recognized into revenue as the performance obligation is satisfied.  

Remaining Performance Obligations

Remaining Performance Obligations

The Company’s remaining performance obligations balance represents the expected revenue to be recognized for the satisfaction of remaining performance obligations on our existing contracts as of period end.  The remaining performance obligations balance excludes unexercised contract option years and task orders that may be issued underneath an Indefinite Delivery/Indefinite Quantity (IDIQ) vehicle.  The remaining performance obligations balance generally increases with the execution of new contracts and converts into revenue as our contractual performance obligations are satisfied.

The Company continues to monitor our remaining performance obligations balance as it is subject to change from execution of new contracts, contract modifications or extensions, government deobligations, or early terminations.  Based on this analysis, an adjustment to the period end balance may be required.

v3.19.1
Recent Accounting Pronouncements (Tables)
9 Months Ended
Mar. 31, 2019
ASU 2014-09  
Summary of Impact of Adoption of ASC 606 on Financial Statements

The impact of adoption on our consolidated balance sheet is as follows (in thousands):

 

 

 

June 30, 2018

As Reported Under

ASC 605

 

 

Adjustments

Due to

ASC 606

 

 

July 1, 2018

Balance

Under ASC 606

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

$

806,871

 

 

$

20,454

 

 

$

827,325

 

Prepaid expenses and other current assets

 

 

58,126

 

 

 

2,342

 

 

 

60,468

 

Other long-term assets

 

 

39,175

 

 

 

3,923

 

 

 

43,098

 

Liabilities and Shareholders' Equity:

 

 

 

 

 

 

 

 

 

 

 

 

Other accrued expenses and current liabilities

 

 

150,602

 

 

 

2,212

 

 

 

152,814

 

Deferred income taxes

 

 

200,880

 

 

 

6,639

 

 

 

207,519

 

Other long-term liabilities

 

 

85,187

 

 

 

98

 

 

 

85,285

 

Retained earnings

 

 

2,126,790

 

 

 

17,770

 

 

 

2,144,560

 

 

The table below presents the impact of adoption of ASC 606 on our consolidated statement of operations for the three and nine months ended March 31, 2019 (in thousands, except per share data):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31, 2019

 

 

March 31, 2019

 

 

 

As Adjusted Under

ASC 605

 

 

Effect of

ASC 606

 

 

As Reported Under

ASC 606

 

 

As Adjusted Under

ASC 605

 

 

Effect of

ASC 606

 

 

As Reported Under

ASC 606

 

Revenue

 

$

1,263,174

 

 

$

1,784

 

 

$

1,264,958

 

 

$

3,599,511

 

 

$

12,952

 

 

$

3,612,463

 

Costs of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct costs

 

 

824,024

 

 

 

 

 

 

824,024

 

 

 

2,397,633

 

 

 

 

 

 

2,397,633

 

Indirect costs and selling expenses

 

 

324,597

 

 

 

231

 

 

 

324,828

 

 

 

860,294

 

 

 

(1,032

)

 

 

859,262

 

Depreciation and amortization

 

 

21,198

 

 

 

 

 

 

21,198

 

 

 

58,797

 

 

 

 

 

 

58,797

 

Total costs of revenue

 

 

1,169,819

 

 

 

231

 

 

 

1,170,050

 

 

 

3,316,724

 

 

 

(1,032

)

 

 

3,315,692

 

Income from operations

 

 

93,355

 

 

 

1,553

 

 

 

94,908

 

 

 

282,787

 

 

 

13,984

 

 

 

296,771

 

Interest expense and other, net

 

 

13,466

 

 

 

 

 

 

13,466

 

 

 

31,773

 

 

 

 

 

 

31,773

 

Income before taxes

 

 

79,889

 

 

 

1,553

 

 

 

81,442

 

 

 

251,014

 

 

 

13,984

 

 

 

264,998

 

Income tax expense

 

 

12,875

 

 

 

422

 

 

 

13,297

 

 

 

45,820

 

 

 

3,604

 

 

 

49,424

 

Net income

 

$

67,014

 

 

$

1,131

 

 

$

68,145

 

 

$

205,194

 

 

$

10,380

 

 

$

215,574

 

Basic earnings per share

 

$

2.70

 

 

$

0.05

 

 

$

2.74

 

 

$

8.27

 

 

$

0.42

 

 

$

8.69

 

Diluted earnings per share

 

$

2.64

 

 

$

0.04

 

 

$

2.69

 

 

$

8.09

 

 

$

0.41

 

 

$

8.50

 

 

For the three months ended March 31, 2019, the effect of ASC 606 was primarily related to certain fixed price services-type contracts in which revenue was previously recognized on a straight-line basis that converted to a cost-to-cost input method to measure the Company’s progress towards the complete satisfaction of the performance obligation.  For the nine months ended March 31, 2019, the effect of ASC 606 was primarily related to the timing of award and incentive fee revenue recognition.

The table below presents the impact of adoption of ASC 606 on our consolidated balance sheet as of March 31, 2019 (in thousands):

 

 

 

As Adjusted Under

ASC 605

 

 

Effect of

ASC 606

 

 

As Reported Under ASC 606

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

$

858,963

 

 

$

30,699

 

 

$

889,662

 

Prepaid expenses and other current assets

 

 

96,962

 

 

 

2,624

 

 

 

99,586

 

Other long-term assets

 

 

31,840

 

 

 

4,672

 

 

 

36,512

 

Liabilities and Shareholders' Equity:

 

 

 

 

 

 

 

 

 

 

 

 

Other accrued expenses and current liabilities

 

 

251,007

 

 

 

4,028

 

 

 

255,035

 

Deferred income taxes

 

 

198,513

 

 

 

5,818

 

 

 

204,331

 

Other long-term liabilities

 

 

92,099

 

 

 

 

 

 

92,099

 

Retained earnings

 

 

2,331,985

 

 

 

28,149

 

 

 

2,360,134

 

 

v3.19.1
Acquisitions (Tables) - LGS
9 Months Ended
Mar. 31, 2019
Business Acquisition [Line Items]  
Assets Acquired and Liabilities Assumed Based on the Company’s preliminary valuation, the total estimated consideration of $759.5 million has been allocated to assets acquired and liabilities assumed as follows (in thousands):

 

Accounts receivable

 

$

92,876

 

Prepaid expenses and other current assets

 

 

21,033

 

Property and equipment

 

 

23,282

 

Intangible assets

 

 

147,650

 

Goodwill

 

 

521,630

 

Accounts receivable, long-term

 

 

2,180

 

Other long-term assets

 

 

877

 

Accounts payable

 

 

(10,309

)

Accrued compensation and benefits

 

 

(22,339

)

Other accrued expenses and current liabilities

 

 

(9,185

)

Deferred income taxes

 

 

71

 

Other long-term liabilities

 

 

(8,288

)

Total estimated consideration

 

$

759,478

 

Schedule of Unaudited Pro Forma Results of Operations The following unaudited pro forma results of operations assume the LGS acquisition had occurred on July 1, 2017 (in thousands, except per share amounts):

 

 

Nine Months Ended March 31,

 

 

 

2019

 

 

2018

 

Revenue

 

$

3,897,994

 

 

$

3,558,381

 

Net income

 

 

225,538

 

 

 

238,453

 

Basic EPS

 

 

9.09

 

 

 

9.70

 

Diluted EPS

 

 

8.89

 

 

 

9.45

 

v3.19.1
Intangible Assets (Tables)
9 Months Ended
Mar. 31, 2019
Finite Lived Intangible Assets Net [Abstract]  
Schedule of Intangible Assets

Intangible assets consisted of the following (in thousands):

 

 

 

March 31,

 

 

June 30,

 

 

 

2019 (1)

 

 

2018

 

Intangible assets:

 

 

 

 

 

 

 

 

Customer contracts and related customer relationships

 

$

550,646

 

 

$

435,933

 

Acquired technologies

 

 

138,010

 

 

 

13,237

 

Other

 

 

800

 

 

 

804

 

Intangible assets

 

 

689,456

 

 

 

449,974

 

Less accumulated amortization:

 

 

 

 

 

 

 

 

Customer contracts and related customer relationships

 

 

(226,769

)

 

 

(199,018

)

Acquired technologies

 

 

(11,357

)

 

 

(8,761

)

Other

 

 

(492

)

 

 

(440

)

Less accumulated amortization

 

 

(238,618

)

 

 

(208,219

)

Total intangible assets, net

 

$

450,838

 

 

$

241,755

 

__________________

 

(1)

During the nine months ended March 31, 2019, the Company removed $0.7 million in fully amortized intangible assets.

Expected Amortization Expense

Expected amortization expense for the remainder of the fiscal year ending June 30, 2019, and for each of the fiscal years thereafter, is as follows (in thousands):

 

Fiscal year ending June 30,

 

Amount

 

2019 (three months)

 

$

14,620

 

2020

 

 

57,638

 

2021

 

 

56,486

 

2022

 

 

53,335

 

2023

 

 

48,158

 

Thereafter

 

 

220,601

 

Total intangible assets, net

 

$

450,838

 

 

 

v3.19.1
Goodwill (Tables)
9 Months Ended
Mar. 31, 2019
Goodwill And Intangible Assets Disclosure [Abstract]  
Roll Forward of Goodwill

The changes in the carrying amount of goodwill for the year ended June 30, 2018 and the nine months ended March 31, 2019 are as follows (in thousands):

 

 

 

Domestic

 

 

International

 

 

Total

 

Balance at June 30, 2017

 

$

2,479,496

 

 

$

97,939

 

 

$

2,577,435

 

Goodwill acquired (1)

 

 

35,024

 

 

 

6,867

 

 

 

41,891

 

Foreign currency translation

 

 

 

 

 

1,509

 

 

 

1,509

 

Balance at June 30, 2018

 

 

2,514,520

 

 

 

106,315

 

 

 

2,620,835

 

Goodwill acquired (1)

 

 

703,825

 

 

 

(99

)

 

 

703,726

 

Foreign currency translation

 

 

 

 

 

(1,579

)

 

 

(1,579

)

Balance at March 31, 2019

 

$

3,218,345

 

 

$

104,637

 

 

$

3,322,982

 

 

 

(1)

Includes goodwill initially allocated to new business combinations as well as measurement period adjustments.

v3.19.1
Revenue Recognition (Tables)
9 Months Ended
Mar. 31, 2019
Revenue From Contract With Customer [Abstract]  
Disaggregation of Revenue by Contract Type, Customer Information and Prime or Subcontractor

Revenue by Contract Type

The Company generated revenue on our cost-plus-fee, firm fixed-price (including proprietary software product sales), and time-and-materials contracts as follows during the three and nine months ended March 31, 2019 (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31, 2019

 

 

March 31, 2019

 

 

 

Domestic

 

 

International

 

 

Total

 

 

Domestic

 

 

International

 

 

Total

 

Cost-plus-fee

 

$

704,627

 

 

$

 

 

$

704,627

 

 

$

2,003,204

 

 

$

 

 

$

2,003,204

 

Firm fixed-price

 

 

348,143

 

 

 

25,863

 

 

 

374,006

 

 

 

982,232

 

 

 

73,152

 

 

 

1,055,384

 

Time and materials

 

 

172,761

 

 

 

13,564

 

 

 

186,325

 

 

 

509,170

 

 

 

44,705

 

 

 

553,875

 

Total

 

$

1,225,531

 

 

$

39,427

 

 

$

1,264,958

 

 

$

3,494,606

 

 

$

117,857

 

 

$

3,612,463

 

Customer Information

The Company generated revenue from our primary customer groups as follows during the three and nine months ended March 31, 2019 (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31, 2019

 

 

March 31, 2019

 

 

 

Domestic

 

 

International

 

 

Total

 

 

Domestic

 

 

International

 

 

Total

 

Department of Defense

 

$

887,030

 

 

$

 

 

$

887,030

 

 

$

2,540,093

 

 

$

 

 

$

2,540,093

 

Federal civilian agencies

 

 

318,374

 

 

 

 

 

 

318,374

 

 

 

898,491

 

 

 

 

 

 

898,491

 

Commercial and other

 

 

20,127

 

 

 

39,427

 

 

 

59,554

 

 

 

56,022

 

 

 

117,857

 

 

 

173,879

 

Total

 

$

1,225,531

 

 

$

39,427

 

 

$

1,264,958

 

 

$

3,494,606

 

 

$

117,857

 

 

$

3,612,463

 

Prime or Subcontractor

The Company generated revenue as either the prime or subcontractor as follows during the three and nine months ended March 31, 2019 (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31, 2019

 

 

March 31, 2019

 

 

 

Domestic

 

 

International

 

 

Total

 

 

Domestic

 

 

International

 

 

Total

 

Prime contractor

 

$

1,114,172

 

 

$

39,427

 

 

$

1,153,599

 

 

$

3,217,570

 

 

$

117,857

 

 

$

3,335,427

 

Subcontractor

 

 

111,359

 

 

 

 

 

 

111,359

 

 

 

277,036

 

 

 

 

 

 

277,036

 

Total

 

$

1,225,531

 

 

$

39,427

 

 

$

1,264,958

 

 

$

3,494,606

 

 

$

117,857

 

 

$

3,612,463

 

 

v3.19.1
Contract Balances (Tables)
9 Months Ended
Mar. 31, 2019
Revenue From Contract With Customer [Abstract]  
Contract Assets and Liabilities

Net contract assets (liabilities) consisted of the following (in thousands):

 

 

 

 

 

March 31,

 

 

July 1,

 

Description of Contract Related Balance

 

Financial Statement Classification

 

2019

 

 

2018 (1)

 

Contract assets – current:

 

 

 

 

 

 

 

 

 

 

Unbilled receivables

 

Accounts receivable, net

 

$

82,105

 

 

$

72,511

 

Costs to obtain – short-term

 

Prepaid expenses and other current assets

 

 

2,624

 

 

 

2,342

 

Contract assets – noncurrent:

 

 

 

 

 

 

 

 

 

 

Unbilled receivables

 

Accounts receivable, long-term

 

 

9,647

 

 

 

8,620

 

Costs to obtain – long-term

 

Other long-term assets

 

 

4,672

 

 

 

3,923

 

Contract liabilities – current:

 

 

 

 

 

 

 

 

 

 

Deferred revenue

 

Other accrued expenses and current liabilities

 

 

(48,106

)

 

 

(43,940

)

Contract liabilities – noncurrent:

 

 

 

 

 

 

 

 

 

 

Deferred revenue

 

Other long-term liabilities

 

 

(7,041

)

 

 

(4,740

)

Net contract assets (liabilities)

 

 

 

$

43,901

 

 

$

38,716

 

 

 

(1)

Includes the cumulative effect to the Company’s opening balance sheet from the adoption of ASU 2014-09, Revenue from Contracts with Customers, using the modified retrospective method.

v3.19.1
Sales of Receivables (Tables)
9 Months Ended
Mar. 31, 2019
Transfers And Servicing Of Financial Assets [Abstract]  
Summary of MARPA Facility Activity

MARPA Facility activity consisted of the following (in thousands):

 

 

 

As of and for the

 

 

As of and for the

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31, 2019

 

 

March 31, 2019

 

Beginning balance:

 

 

 

 

 

 

 

 

Sales of receivables

 

$

563,502

 

 

$

563,502

 

Cash collections

 

 

(363,502

)

 

 

(363,502

)

Outstanding balance sold to Purchaser: (1)

 

 

200,000

 

 

 

200,000

 

Cash collected, not remitted to Purchaser (2)

 

 

(71,970

)

 

 

(71,970

)

Remaining sold receivables

 

$

128,030

 

 

$

128,030

 

 

 

(1)

Represents the increase to cash flows from operations.

 

(2)

Includes the cash collected on behalf of but not yet remitted to the Purchaser as of March 31, 2019.  This balance is included in other accrued expenses and current liabilities as of the balance sheet date.

v3.19.1
Long-term Debt (Tables)
9 Months Ended
Mar. 31, 2019
Long Term Debt [Abstract]  
Schedule of Long-term Debt

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

 

 

 

March 31,

 

 

June 30,

 

 

 

2019

 

 

2018

 

Bank credit facility – term loans

 

$

903,204

 

 

$

938,394

 

Bank credit facility – revolver loans

 

 

865,000

 

 

 

135,000

 

Principal amount of long-term debt

 

 

1,768,204

 

 

 

1,073,394

 

Less unamortized discounts and debt issuance costs

 

 

(10,644

)

 

 

(11,054

)

Total long-term debt

 

 

1,757,560

 

 

 

1,062,340

 

Less current portion

 

 

(46,920

)

 

 

(46,920

)

Long-term debt, net of current portion

 

$

1,710,640

 

 

$

1,015,420

 

Cash Flow Hedges

The effect of derivative instruments in the consolidated statements of operations and accumulated other comprehensive loss for the three and nine months ended March 31, 2019 and 2018 is as follows (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Gain (loss) recognized in other comprehensive income

 

$

(1,107

)

 

$

3,257

 

 

$

(2,680

)

 

$

4,778

 

Amounts reclassified to earnings from accumulated other

   comprehensive loss

 

 

(968

)

 

 

87

 

 

 

(2,956

)

 

 

1,687

 

Net current period other comprehensive income

 

$

(2,075

)

 

$

3,344

 

 

$

(5,636

)

 

$

6,465

 

 

Aggregate Maturities of Long-term Debt

The aggregate maturities of long-term debt at March 31, 2019 are as follows (in thousands):

 

Twelve months ending March 31,

 

 

 

 

2020

 

$

46,920

 

2021

 

 

46,920

 

2022

 

 

82,109

 

2023

 

 

93,839

 

2024

 

 

1,498,416

 

Principal amount of long-term debt

 

 

1,768,204

 

Less unamortized discounts and debt issuance costs

 

 

(10,644

)

Total long-term debt

 

$

1,757,560

 

v3.19.1
Stock-Based Compensation (Tables)
9 Months Ended
Mar. 31, 2019
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

 

 

Nine Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Stock-based compensation related to RSUs included in

   indirect costs and selling expense

 

$

6,304

 

 

$

5,794

 

 

$

18,351

 

 

$

18,183

 

Income tax benefit recognized for stock-based

   compensation expense

 

$

1,032

 

 

$

1,905

 

 

$

3,422

 

 

$

5,979

 

 

Annual Performance-Based Awards Granted

The annual performance-based awards granted for each of the fiscal years presented were as follows:

 

 

 

Performance-based stock awards granted

 

 

Number of additional shares earned under performance-based stock awards

 

Fiscal year 2019

 

 

101,976

 

 

 

 

Fiscal year 2018

 

 

185,056

 

 

 

20,116

 

Fiscal year 2017

 

 

193,420

 

 

 

73,065

 

Summary of Activity Related to RSUs

Activity related to RSUs during the nine months ended March 31, 2019 is as follows:

 

 

 

RSUs

 

Unvested at June 30, 2018

 

 

663,987

 

Granted

 

 

271,266

 

Vested

 

 

(263,702

)

Forfeited

 

 

(28,643

)

Unvested at March 31, 2019

 

 

642,908

 

Weighted-average grant date fair value for RSUs

 

$

201.31

 

 

v3.19.1
Earnings Per Share (Tables)
9 Months Ended
Mar. 31, 2019
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

 

 

Nine Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net income

 

$

68,145

 

 

$

64,499

 

 

$

215,574

 

 

$

249,340

 

Weighted-average number of basic shares outstanding

   during the period

 

 

24,866

 

 

 

24,656

 

 

 

24,819

 

 

 

24,588

 

Dilutive effect of RSUs after application of treasury

   stock method

 

 

482

 

 

 

578

 

 

 

550

 

 

 

641

 

Weighted-average number of diluted shares outstanding

   during the period

 

 

25,348

 

 

 

25,234

 

 

 

25,369

 

 

 

25,229

 

Basic earnings per share

 

$

2.74

 

 

$

2.62

 

 

$

8.69

 

 

$

10.14

 

Diluted earnings per share

 

$

2.69

 

 

$

2.56

 

 

$

8.50

 

 

$

9.88

 

 

v3.19.1
Business Segment Information (Tables)
9 Months Ended
Mar. 31, 2019
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 March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

1,225,531

 

 

$

39,427

 

 

$

1,264,958

 

Net income

 

 

63,759

 

 

 

4,386

 

 

 

68,145

 

Three Months Ended March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

1,079,953

 

 

$

44,147

 

 

$

1,124,100

 

Net income

 

 

60,779

 

 

 

3,720

 

 

 

64,499

 

Nine Months Ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

3,494,606

 

 

$

117,857

 

 

$

3,612,463

 

Net income

 

 

203,765

 

 

 

11,809

 

 

 

215,574

 

Nine Months Ended March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from external customers

 

$

3,177,659

 

 

$

120,115

 

 

$

3,297,774

 

Net income

 

 

238,542

 

 

 

10,798

 

 

 

249,340

 

 

 

v3.19.1
Fair Value of Financial Instruments (Tables)
9 Months Ended
Mar. 31, 2019
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 March 31, 2019 and June 30, 2018, and the level they fall within the fair value hierarchy (in thousands):

 

 

 

 

 

 

 

March 31,

 

 

June 30,

 

 

 

Financial Statement

 

Fair Value

 

2019

 

 

2018

 

Description of Financial Instrument

 

Classification

 

Hierarchy

 

Fair Value

 

Contingent consideration

 

Other accrued expenses and

   current liabilities

 

Level 3

 

$

11,300

 

 

$

693

 

Contingent consideration

 

Other long-term liabilities

 

Level 3

 

$

 

 

$

11,000

 

Interest rate swap agreements

 

Prepaid expenses and other

   current assets

 

Level 2

 

$

227

 

 

$

672

 

Interest rate swap agreements

 

Other long-term assets

 

Level 2

 

$

6,203

 

 

$

13,405

 

 

v3.19.1
Recent Accounting Pronouncements (Detail Textual) - USD ($)
$ in Millions
9 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Payments For Proceeds From Life Insurance Policies [Abstract]    
Proceeds from settlement of corporate owned life insurance (COLI) $ 1.9 $ 3.7
v3.19.1
Recent Accounting Pronouncements - Impact of Adoption of ASC 606 on Financial Statements - Consolidated Balance Sheet (Detail) - USD ($)
$ in Thousands
Mar. 31, 2019
Jul. 01, 2018
Jun. 30, 2018
ASSETS      
Accounts receivable, net $ 889,662 $ 827,325 $ 806,871
Prepaid expenses and other current assets 99,586 60,468 58,126
Other long-term assets 36,512 43,098 39,175
LIABILITIES AND SHAREHOLDERS’ EQUITY      
Accounts payable 136,933   82,017
Other accrued expenses and current liabilities 255,035 152,814 150,602
Deferred income taxes 204,331 207,519 200,880
Other long-term liabilities 92,099 85,285 85,187
Retained earnings 2,360,134 2,144,560 2,126,790
Under ASC 605      
ASSETS      
Accounts receivable, net 858,963   806,871
Prepaid expenses and other current assets 96,962   58,126
Other long-term assets 31,840   39,175
LIABILITIES AND SHAREHOLDERS’ EQUITY      
Other accrued expenses and current liabilities 251,007   150,602
Deferred income taxes 198,513   200,880
Other long-term liabilities 92,099   85,187
Retained earnings 2,331,985   $ 2,126,790
ASU 2014-09 | Adjustments Due to ASC 606      
ASSETS      
Accounts receivable, net 30,699 20,454  
Prepaid expenses and other current assets 2,624 2,342  
Other long-term assets 4,672 3,923  
LIABILITIES AND SHAREHOLDERS’ EQUITY      
Other accrued expenses and current liabilities 4,028 2,212  
Deferred income taxes 5,818 6,639  
Other long-term liabilities   98  
Retained earnings $ 28,149 $ 17,770  
v3.19.1
Recent Accounting Pronouncements - Impact of Adoption of ASC 606 on Financial Statements - Consolidated Statement of Operations (Detail) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Revenue Initial Application Period Cumulative Effect Transition [Line Items]        
Revenue $ 1,264,958 $ 1,124,100 $ 3,612,463 $ 3,297,774
Costs of revenue:        
Direct costs 824,024 728,444 2,397,633 2,195,282
Indirect costs and selling expenses 324,828 273,145 859,262 788,569
Depreciation and amortization 21,198 17,717 58,797 53,563
Total costs of revenue 1,170,050 1,019,306 3,315,692 3,037,414
Income from operations 94,908 104,794 296,771 260,360
Interest expense and other, net 13,466 10,566 31,773 32,769
Income before taxes 81,442 94,228 264,998 227,591
Income tax expense (benefit) 13,297 29,729 49,424 (21,749)
Net income $ 68,145 $ 64,499 $ 215,574 $ 249,340
Basic earnings per share $ 2.74 $ 2.62 $ 8.69 $ 10.14
Diluted earnings per share $ 2.69 $ 2.56 $ 8.50 $ 9.88
Under ASC 605        
Revenue Initial Application Period Cumulative Effect Transition [Line Items]        
Revenue $ 1,263,174   $ 3,599,511  
Costs of revenue:        
Direct costs 824,024   2,397,633  
Indirect costs and selling expenses 324,597   860,294  
Depreciation and amortization 21,198   58,797  
Total costs of revenue 1,169,819   3,316,724  
Income from operations 93,355   282,787  
Interest expense and other, net 13,466   31,773  
Income before taxes 79,889   251,014  
Income tax expense (benefit) 12,875   45,820  
Net income $ 67,014   $ 205,194  
Basic earnings per share $ 2.70   $ 8.27  
Diluted earnings per share $ 2.64   $ 8.09  
ASU 2014-09 | Effect of ASC 606        
Revenue Initial Application Period Cumulative Effect Transition [Line Items]        
Revenue $ 1,784   $ 12,952  
Costs of revenue:        
Indirect costs and selling expenses 231   (1,032)  
Total costs of revenue 231   (1,032)  
Income from operations 1,553   13,984  
Income before taxes 1,553   13,984  
Income tax expense (benefit) 422   3,604  
Net income $ 1,131   $ 10,380  
Basic earnings per share $ 0.05   $ 0.42  
Diluted earnings per share $ 0.04   $ 0.41  
v3.19.1
Acquisitions (Detail Textual) - USD ($)
$ in Thousands
Aug. 15, 2018
Mar. 31, 2019
Jun. 30, 2018
Jun. 30, 2017
Business Acquisition [Line Items]        
Goodwill   $ 3,322,982 $ 2,620,835 $ 2,577,435
SE&A BU        
Business Acquisition [Line Items]        
Acquisition date Aug. 15, 2018      
Cash consideration $ 84,000      
Consideration, initial net working capital payment 6,000      
Goodwill 42,800      
Identifiable intangible assets $ 8,900      
v3.19.1
Acquisitions (Detail Textual 1) - USD ($)
$ in Thousands
9 Months Ended
Jan. 29, 2019
Mar. 31, 2019
Jun. 30, 2018
Jun. 30, 2017
Business Acquisition [Line Items]        
Goodwill   $ 3,322,982 $ 2,620,835 $ 2,577,435
Customer contracts and related customer relationships        
Business Acquisition [Line Items]        
Amortization period of acquired intangible assets   16 years 7 months 6 days    
Technology        
Business Acquisition [Line Items]        
Amortization period of acquired intangible assets   10 years 2 months 12 days    
Mastodon        
Business Acquisition [Line Items]        
Acquisition date Jan. 29, 2019      
Purchase consideration $ 225,000      
Cash consideration 220,000      
Deferred consideration 5,000      
Goodwill 139,300      
Identifiable intangible assets 83,900      
Amount of tax deductible goodwill and intangibles 223,100      
Mastodon | Customer contracts and related customer relationships        
Business Acquisition [Line Items]        
Identifiable intangible assets $ 19,800      
Amortization period of acquired intangible assets 20 years      
Mastodon | Technology        
Business Acquisition [Line Items]        
Identifiable intangible assets $ 64,100      
Mastodon | Technology | Minimum        
Business Acquisition [Line Items]        
Amortization period of acquired intangible assets 5 years      
Mastodon | Technology | Maximum        
Business Acquisition [Line Items]        
Amortization period of acquired intangible assets 9 years      
v3.19.1
Acquisitions (Detail Textual 2) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended
Mar. 01, 2019
Mar. 31, 2019
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Jun. 30, 2018
Jun. 30, 2017
Business Acquisition [Line Items]                
Cash consideration         $ 1,071,023 $ 50,368    
Goodwill   $ 3,322,982 $ 3,322,982   3,322,982   $ 2,620,835 $ 2,577,435
Revenue     1,264,958 $ 1,124,100 3,612,463 3,297,774    
Net income     $ 68,145 $ 64,499 $ 215,574 $ 249,340    
Customer contracts and related customer relationships                
Business Acquisition [Line Items]                
Amortization period of acquired intangible assets         16 years 7 months 6 days      
Technology                
Business Acquisition [Line Items]                
Amortization period of acquired intangible assets         10 years 2 months 12 days      
LGS                
Business Acquisition [Line Items]                
Purchase consideration $ 759,500              
Cash consideration 759,900              
Purchase consideration adjustments, net (400)              
Goodwill 521,630              
Identifiable intangible assets 147,650              
Amount of tax deductible goodwill and intangibles 615,800              
Revenue   32,800            
Net income   1,300            
Amortization expense   1,300            
Acquisition-related expenses         $ 11,300      
Integration and restructuring costs   $ 2,700            
LGS | Customer contracts and related customer relationships                
Business Acquisition [Line Items]                
Identifiable intangible assets $ 86,900              
Amortization period of acquired intangible assets 20 years              
LGS | Technology                
Business Acquisition [Line Items]                
Identifiable intangible assets $ 60,800              
LGS | Technology | Minimum                
Business Acquisition [Line Items]                
Amortization period of acquired intangible assets 5 years              
LGS | Technology | Maximum                
Business Acquisition [Line Items]                
Amortization period of acquired intangible assets 15 years              
v3.19.1
Acquisitions - Assets Acquired and Liabilities Assumed (Detail) - USD ($)
$ in Thousands
Mar. 31, 2019
Mar. 01, 2019
Jun. 30, 2018
Jun. 30, 2017
Business Acquisition [Line Items]        
Goodwill $ 3,322,982   $ 2,620,835 $ 2,577,435
LGS        
Business Acquisition [Line Items]        
Accounts receivable   $ 92,876    
Prepaid expenses and other current assets   21,033    
Property and equipment   23,282    
Identifiable intangible assets   147,650    
Goodwill   521,630    
Accounts receivable, long-term   2,180    
Other long-term assets   877    
Accounts payable   (10,309)    
Accrued compensation and benefits   (22,339)    
Other accrued expenses and current liabilities   (9,185)    
Deferred income taxes   71    
Other long-term liabilities   (8,288)    
Total estimated consideration   $ 759,478    
v3.19.1
Acquisitions - Unaudited Pro Forma Financial Information (Detail 1) - LGS - USD ($)
$ / shares in Units, $ in Thousands
9 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Business Acquisition [Line Items]    
Revenue $ 3,897,994 $ 3,558,381
Net income $ 225,538 $ 238,453
Basic EPS $ 9.09 $ 9.70
Diluted EPS $ 8.89 $ 9.45
v3.19.1
Intangible Assets - Summary of Intangible Assets (Detail) - USD ($)
$ in Thousands
Mar. 31, 2019
[1]
Jun. 30, 2018
Finite Lived Intangible Assets [Line Items]    
Intangible assets $ 689,456 $ 449,974
Less accumulated amortization (238,618) (208,219)
Total intangible assets, net 450,838 241,755
Customer contracts and related customer relationships    
Finite Lived Intangible Assets [Line Items]    
Intangible assets 550,646 435,933
Less accumulated amortization (226,769) (199,018)
Acquired technologies    
Finite Lived Intangible Assets [Line Items]    
Intangible assets 138,010 13,237
Less accumulated amortization (11,357) (8,761)
Other    
Finite Lived Intangible Assets [Line Items]    
Intangible assets 800 804
Less accumulated amortization $ (492) $ (440)
[1] During the nine months ended March 31, 2019, the Company removed $0.7 million in fully amortized intangible assets.
v3.19.1
Intangible Assets - Summary of Intangible Assets (Parenthetical) (Detail)
$ in Millions
9 Months Ended
Mar. 31, 2019
USD ($)
Finite Lived Intangible Assets Net [Abstract]  
Removal of fully amortized intangible assets $ 0.7
v3.19.1
Intangible Assets (Detail Textual)
9 Months Ended
Mar. 31, 2019
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 16 years 7 months 6 days
Weighted-average remaining amortization period 14 years
Acquired technologies  
Finite Lived Intangible Assets [Line Items]  
Weighted-average amortization period 10 years 2 months 12 days
Weighted-average remaining amortization period 10 years 1 month 6 days
v3.19.1
Intangible Assets - Expected Amortization Expense (Detail) - USD ($)
$ in Thousands
Mar. 31, 2019
Jun. 30, 2018
Finite Lived Intangible Assets Net [Abstract]    
2019 (three months) $ 14,620  
2020 57,638  
2021 56,486  
2022 53,335  
2023 48,158  
Thereafter 220,601  
Total intangible assets, net $ 450,838 [1] $ 241,755
[1] During the nine months ended March 31, 2019, the Company removed $0.7 million in fully amortized intangible assets.
v3.19.1
Goodwill - Roll Forward of Goodwill (Detail) - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Mar. 31, 2019
Jun. 30, 2018
Goodwill [Roll Forward]    
Balance $ 2,620,835 $ 2,577,435
Goodwill acquired [1] 703,726 41,891
Foreign currency translation (1,579) 1,509
Balance 3,322,982 2,620,835
Domestic    
Goodwill [Roll Forward]    
Balance 2,514,520 2,479,496
Goodwill acquired [1] 703,825 35,024
Balance 3,218,345 2,514,520
International    
Goodwill [Roll Forward]    
Balance 106,315 97,939
Goodwill acquired [1] (99) 6,867
Foreign currency translation (1,579) 1,509
Balance $ 104,637 $ 106,315
[1] Includes goodwill initially allocated to new business combinations as well as measurement period adjustments.
v3.19.1
Revenue Recognition - Disaggregation of Revenue by Contract Type, Customer Information and Prime or Subcontractor (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Disaggregation Of Revenue [Line Items]        
Revenue $ 1,264,958 $ 1,124,100 $ 3,612,463 $ 3,297,774
Prime contractor        
Disaggregation Of Revenue [Line Items]        
Revenue 1,153,599   3,335,427  
Subcontractor        
Disaggregation Of Revenue [Line Items]        
Revenue 111,359   277,036  
Department of Defense        
Disaggregation Of Revenue [Line Items]        
Revenue 887,030   2,540,093  
Federal civilian agencies        
Disaggregation Of Revenue [Line Items]        
Revenue 318,374   898,491  
Commercial and other        
Disaggregation Of Revenue [Line Items]        
Revenue 59,554   173,879  
Domestic        
Disaggregation Of Revenue [Line Items]        
Revenue 1,225,531 1,079,953 3,494,606 3,177,659
Domestic | Prime contractor        
Disaggregation Of Revenue [Line Items]        
Revenue 1,114,172   3,217,570  
Domestic | Subcontractor        
Disaggregation Of Revenue [Line Items]        
Revenue 111,359   277,036  
Domestic | Department of Defense        
Disaggregation Of Revenue [Line Items]        
Revenue 887,030   2,540,093  
Domestic | Federal civilian agencies        
Disaggregation Of Revenue [Line Items]        
Revenue 318,374   898,491  
Domestic | Commercial and other        
Disaggregation Of Revenue [Line Items]        
Revenue 20,127   56,022  
International        
Disaggregation Of Revenue [Line Items]        
Revenue 39,427 $ 44,147 117,857 $ 120,115
International | Prime contractor        
Disaggregation Of Revenue [Line Items]        
Revenue 39,427   117,857  
International | Commercial and other        
Disaggregation Of Revenue [Line Items]        
Revenue 39,427   117,857  
Cost-plus-fee        
Disaggregation Of Revenue [Line Items]        
Revenue 704,627   2,003,204  
Cost-plus-fee | Domestic        
Disaggregation Of Revenue [Line Items]        
Revenue 704,627   2,003,204  
Firm fixed-price        
Disaggregation Of Revenue [Line Items]        
Revenue 374,006   1,055,384  
Firm fixed-price | Domestic        
Disaggregation Of Revenue [Line Items]        
Revenue 348,143   982,232  
Firm fixed-price | International        
Disaggregation Of Revenue [Line Items]        
Revenue 25,863   73,152  
Time and materials        
Disaggregation Of Revenue [Line Items]        
Revenue 186,325   553,875  
Time and materials | Domestic        
Disaggregation Of Revenue [Line Items]        
Revenue 172,761   509,170  
Time and materials | International        
Disaggregation Of Revenue [Line Items]        
Revenue $ 13,564   $ 44,705  
v3.19.1
Revenue Recognition (Detail Textual) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Change In Accounting Estimate [Line Items]        
Income before income taxes $ 81,442 $ 94,228 $ 264,998 $ 227,591
Diluted earnings per share $ 2.69 $ 2.56 $ 8.50 $ 9.88
EAC Adjustments        
Change In Accounting Estimate [Line Items]        
Income before income taxes $ 6,300   $ 16,900  
Diluted earnings per share $ 0.18   $ 0.49  
Revenue from previously satisfied performance obligations $ 800   $ 1,100  
v3.19.1
Revenue - Remaining Performance Obligations (Detail)
$ in Billions
Mar. 31, 2019
USD ($)
Revenue From Contract With Customer [Abstract]  
Remaining performance obligations $ 6.7
v3.19.1
Revenue - Remaining Performance Obligations (Detail 1)
Mar. 31, 2019
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-04-01  
Remaining Performance Obligations [Line Items]  
Remaining performance obligations, expected satisfaction, percentage 72.00%
Remaining performance obligations, expected timing of satisfaction 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-04-01  
Remaining Performance Obligations [Line Items]  
Remaining performance obligations, expected satisfaction, percentage 28.00%
Remaining performance obligations, expected timing of satisfaction
v3.19.1
Contract Balances - Contract Assets and Liabilities (Detail) - USD ($)
$ in Thousands
Mar. 31, 2019
Jul. 01, 2018
[1]
Contract assets – current:    
Unbilled receivables $ 82,105 $ 72,511
Costs to obtain – short-term 2,624 2,342
Contract assets – noncurrent:    
Unbilled receivables 9,647 8,620
Costs to obtain – long-term 4,672 3,923
Contract liabilities – current:    
Deferred revenue (48,106) (43,940)
Contract liabilities – noncurrent:    
Deferred revenue (7,041) (4,740)
Net contract assets (liabilities) $ 43,901 $ 38,716
[1] Includes the cumulative effect to the Company’s opening balance sheet from the adoption of ASU 2014-09, Revenue from Contracts with Customers, using the modified retrospective method.
v3.19.1
Contract Balances (Detail Textual) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Mar. 31, 2019
Mar. 31, 2019
Revenue From Contract With Customer [Abstract]    
Liability, revenue recognized $ 6.6 $ 33.3
v3.19.1
Sales of Receivables (Detail Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Dec. 28, 2018
Mar. 31, 2019
Mar. 31, 2019
MARPA Facility      
MARPA Facility term 1 year    
MARPA Facility maximum commitment $ 200,000    
Sales of receivables   $ 563,502 $ 563,502
Outstanding balance sold to Purchaser [1]   200,000 200,000
Cash collected, not remitted to Purchaser [2]   71,970 71,970
Interest Expense and Other, Net      
MARPA Facility      
Purchase discount fees   $ 1,400 $ 1,400
[1] Represents the increase to cash flows from operations.
[2] Includes the cash collected on behalf of but not yet remitted to the Purchaser as of March 31, 2019. This balance is included in other accrued expenses and current liabilities as of the balance sheet date.
v3.19.1
Sales of Receivables - Summary of MARPA Facility Activity (Detail)
$ in Thousands
Mar. 31, 2019
USD ($)
Transfers And Servicing Of Financial Assets [Abstract]  
Sales of receivables $ 563,502
Cash collections (363,502)
Outstanding balance sold to Purchaser 200,000 [1]
Cash collected, not remitted to Purchaser (71,970) [2]
Remaining sold receivables $ 128,030
[1] Represents the increase to cash flows from operations.
[2] Includes the cash collected on behalf of but not yet remitted to the Purchaser as of March 31, 2019. This balance is included in other accrued expenses and current liabilities as of the balance sheet date.
v3.19.1
Long-term Debt - Schedule of Long-term Debt (Detail) - USD ($)
$ in Thousands
Mar. 31, 2019
Jun. 30, 2018
Debt Instrument [Line Items]    
Principal amount of long-term debt $ 1,768,204 $ 1,073,394
Less unamortized discounts and debt issuance costs (10,644) (11,054)
Total long-term debt 1,757,560 1,062,340
Less current portion (46,920) (46,920)
Long-term debt, net of current portion 1,710,640 1,015,420
Bank credit facility - term loans    
Debt Instrument [Line Items]    
Principal amount of long-term debt 903,204 938,394
Bank credit facility - revolver loans    
Debt Instrument [Line Items]    
Principal amount of long-term debt $ 865,000 $ 135,000
v3.19.1
Long-term Debt (Detail Textual) - USD ($)
9 Months Ended
Mar. 31, 2019
Jun. 30, 2018
Debt Instrument [Line Items]    
Outstanding amount under Credit Facility $ 1,768,204,000 $ 1,073,394,000
Interest Rate Swap | Cash Flow Hedging    
Debt Instrument [Line Items]    
Aggregate notional amount 400,000,000  
Bank Credit Facility    
Debt Instrument [Line Items]    
Credit facility maximum borrowing capacity $ 2,438,400,000  
Outstanding borrowings interest rate 3.53%  
Revolving Credit Facility    
Debt Instrument [Line Items]    
Credit facility maximum borrowing capacity $ 1,500,000,000  
Outstanding amount under Credit Facility 865,000,000 135,000,000
Term loans    
Debt Instrument [Line Items]    
Credit facility maximum borrowing capacity 938,400,000  
Outstanding amount under Credit Facility $ 903,204,000 $ 938,394,000
Term loan period 5 years  
Loan maturity date Jun. 30, 2023  
Term loan frequency of payment quarterly  
Term loans | Principal Payment Through June 30, 2021    
Debt Instrument [Line Items]    
Term loan principal payment $ 11,700,000  
Term loans | Principal Payment Thereafter June 30, 2021    
Debt Instrument [Line Items]    
Term loan principal payment 23,500,000  
Same-Day Swing Line Loan Revolving Credit Subfacility    
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 Subfacility    
Debt Instrument [Line Items]    
Credit facility maximum borrowing capacity $ 25,000,000  
v3.19.1
Long-term Debt - Cash Flow Hedges (Detail 2) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Long Term Debt [Abstract]        
Gain (loss) recognized in other comprehensive income $ (1,107) $ 3,257 $ (2,680) $ 4,778
Amounts reclassified to earnings from accumulated other comprehensive loss (968) 87 (2,956) 1,687
Net current period other comprehensive income $ (2,075) $ 3,344 $ (5,636) $ 6,465
v3.19.1
Long-term Debt - Aggregate Maturities of Long-Term Debt (Detail 3) - USD ($)
$ in Thousands
Mar. 31, 2019
Jun. 30, 2018
Long Term Debt [Abstract]    
2020 $ 46,920  
2021 46,920  
2022 82,109  
2023 93,839  
2024 1,498,416  
Principal amount of long-term debt 1,768,204 $ 1,073,394
Less unamortized discounts and debt issuance costs (10,644) (11,054)
Total long-term debt $ 1,757,560 $ 1,062,340
v3.19.1
Stock-Based Compensation - Expense and Related Tax Benefits Recognized (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Stock-based compensation included in indirect costs and selling expense:        
Stock-based compensation related to RSUs included in indirect costs and selling expense $ 6,304 $ 5,794 $ 18,351 $ 18,183
Income tax benefit recognized for stock-based compensation expense $ 1,032 $ 1,905 $ 3,422 $ 5,979
v3.19.1
Stock-Based Compensation (Detail Textual)
$ in Millions
9 Months Ended
Mar. 31, 2019
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
Average share price performance condition, percentage 100.00%
Maximum earned award, percentage of target award 200.00%
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]  
Unrecognized compensation cost | $ $ 48.8
Weighted-average period to recognize unrecognized compensation cost (in years) 2 years 8 months 12 days
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 589,893
Cumulative equity instruments forfeited 134,010
v3.19.1
Stock-Based Compensation - Annual Performance-Based Awards Granted (Detail)
9 Months Ended
Mar. 31, 2019
shares
FY2019 PRSUs  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
PRSUs granted 101,976
FY2018 PRSUs  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
PRSUs granted 185,056
Additional PRSUs earned pursuant to condition 20,116
FY2017 PRSUs  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
PRSUs granted 193,420
Additional PRSUs earned pursuant to condition 73,065
v3.19.1
Stock-Based Compensation - Summary of Activity Related to RSUs (Detail 1) - RSUs
9 Months Ended
Mar. 31, 2019
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unvested at June 30, 2018 663,987
Granted 271,266
Vested (263,702)
Forfeited (28,643)
Unvested at March 31, 2019 642,908
Weighted-average grant date fair value for RSUs | $ / shares $ 201.31
v3.19.1
Earnings Per Share - Calculation of Basic and Diluted Earnings per Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Earnings Per Share [Abstract]        
Net income $ 68,145 $ 64,499 $ 215,574 $ 249,340
Weighted-average number of basic shares outstanding during the period 24,866 24,656 24,819 24,588
Dilutive effect of RSUs after application of treasury stock method 482 578 550 641
Weighted-average number of diluted shares outstanding during the period 25,348 25,234 25,369 25,229
Basic earnings per share $ 2.74 $ 2.62 $ 8.69 $ 10.14
Diluted earnings per share $ 2.69 $ 2.56 $ 8.50 $ 9.88
v3.19.1
Income Taxes (Detail Textual) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended 9 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Dec. 31, 2017
Mar. 31, 2019
Mar. 31, 2018
Jun. 30, 2018
Income Tax Disclosure [Abstract]            
Liability for unrecognized tax benefits $ 4.4     $ 4.4   $ 4.1
Unrecognized tax benefit that would impact the company's effective tax rate $ 4.4     $ 4.4    
Effective tax rate, percentage 16.30% 31.60%   18.70% (9.60%)  
Statutory U.S. Income Tax Rate     35.00% 21.00%    
TCJA one-time transition tax, measurement period adjustment to income tax expense       $ 2.2    
TCJA reameasurement of deferred taxes, measurement period adjustment to income tax expense       $ 0.5    
v3.19.1
Business Segment Information (Detail Textual)
9 Months Ended
Mar. 31, 2019
Segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.19.1
Business Segment Information - Summarized Financial Information of Reportable Segments (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Segment Reporting Information [Line Items]        
Revenue from external customers $ 1,264,958 $ 1,124,100 $ 3,612,463 $ 3,297,774
Net income 68,145 64,499 215,574 249,340
Domestic Operations        
Segment Reporting Information [Line Items]        
Revenue from external customers 1,225,531 1,079,953 3,494,606 3,177,659
Net income 63,759 60,779 203,765 238,542
International Operations        
Segment Reporting Information [Line Items]        
Revenue from external customers 39,427 44,147 117,857 120,115
Net income $ 4,386 $ 3,720 $ 11,809 $ 10,798
v3.19.1
Fair Value of Financial Instruments - Recurring Fair Value Measurements (Detail) - Fair Value, Measurements, Recurring - USD ($)
$ in Thousands
Mar. 31, 2019
Jun. 30, 2018
Other accrued expenses and current liabilities | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration $ 11,300 $ 693
Other long-term liabilities | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration   11,000
Prepaid expenses and other current assets | Level 2 | Interest Rate Swap    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Interest rate swap agreements 227 672
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 $ 6,203 $ 13,405
v3.19.1
Fair Value of Financial Instruments (Detail Textual)
$ in Millions
9 Months Ended
Mar. 31, 2019
USD ($)
Fair Value Disclosures [Abstract]  
Business combination contingent consideration period two and three year periods
Change in fair value of contingent consideration $ 0.3
v3.19.1
Subsequent Events (Detail Textual) - Subsequent Event
$ in Millions
Apr. 30, 2019
USD ($)
Swap
Subsequent Event [Line Items]  
Number of interest rate swaps | Swap 3
Aggregate notional amount | $ $ 300.0
Effective date of interest rate swaps Jul. 01, 2019