Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Mar. 31, 2017 | Apr. 30, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | CACI INTERNATIONAL INC /DE/ | |
Entity Central Index Key | 16,058 | |
Trading Symbol | caci | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 24,455,835 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,086,418 | $ 977,274 | $ 3,217,228 | $ 2,630,153 |
Costs of revenue: | ||||
Direct costs | 732,224 | 647,489 | 2,165,766 | 1,732,053 |
Indirect costs and selling expenses | 269,237 | 249,477 | 780,397 | 668,321 |
Depreciation and amortization | 17,703 | 16,632 | 53,898 | 46,113 |
Total costs of revenue | 1,019,164 | 913,598 | 3,000,061 | 2,446,487 |
Income from operations | 67,254 | 63,676 | 217,167 | 183,666 |
Interest expense and other, net | 12,107 | 11,115 | 36,921 | 28,477 |
Income before income taxes | 55,147 | 52,561 | 180,246 | 155,189 |
Income taxes | 14,790 | 18,445 | 60,806 | 55,989 |
Net income | $ 40,357 | $ 34,116 | $ 119,440 | $ 99,200 |
Basic earnings per share | $ 1.65 | $ 1.41 | $ 4.90 | $ 4.09 |
Diluted earnings per share | $ 1.61 | $ 1.38 | $ 4.77 | $ 4.01 |
Weighted-average basic shares outstanding | 24,419 | 24,277 | 24,382 | 24,243 |
Weighted-average diluted shares outstanding | 25,106 | 24,801 | 25,034 | 24,769 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income | $ 40,357 | $ 34,116 | $ 119,440 | $ 99,200 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 1,565 | (3,270) | (8,561) | (11,017) |
Change in fair value of interest rate swap agreements, net of tax | 2,045 | (3,581) | 14,944 | (2,783) |
Other comprehensive income (loss), net of tax | 3,610 | (6,851) | 6,383 | (13,800) |
Comprehensive income | $ 43,967 | $ 27,265 | $ 125,823 | $ 85,400 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 54,371 | $ 49,082 |
Accounts receivable, net | 726,327 | 803,817 |
Prepaid expenses and other current assets | 73,702 | 68,939 |
Total current assets | 854,400 | 921,838 |
Goodwill | 2,573,400 | 2,585,343 |
Intangible assets, net | 244,850 | 275,372 |
Property and equipment, net | 90,666 | 81,362 |
Supplemental retirement savings plan assets | 90,110 | 89,937 |
Accounts receivable, long-term | 7,243 | 8,330 |
Other long-term assets | 28,705 | 25,159 |
Total assets | 3,889,374 | 3,987,341 |
Current liabilities: | ||
Current portion of long-term debt | 53,965 | 53,965 |
Accounts payable | 68,088 | 95,270 |
Accrued compensation and benefits | 214,567 | 228,362 |
Other accrued expenses and current liabilities | 183,939 | 187,579 |
Total current liabilities | 520,559 | 565,176 |
Long-term debt, net of current portion | 1,226,976 | 1,402,079 |
Supplemental retirement savings plan obligations, net of current portion | 80,646 | 76,995 |
Deferred income taxes | 265,003 | 248,458 |
Other long-term liabilities | 57,707 | 87,320 |
Total liabilities | 2,150,891 | 2,380,028 |
COMMITMENTS AND CONTINGENCIES | ||
Shareholders’ equity: | ||
Preferred stock $0.10 par value, 10,000 shares authorized, no shares issued | ||
Common stock $0.10 par value, 80,000 shares authorized; 41,888 shares issued and 24,454 outstanding at March 31, 2017 and 41,758 shares issued and 24,323 outstanding at June 30, 2016 | 4,189 | 4,176 |
Additional paid-in capital | 563,657 | 558,324 |
Retained earnings | 1,781,388 | 1,661,948 |
Accumulated other comprehensive loss | (34,700) | (41,083) |
Treasury stock, at cost (17,435 and 17,435 shares, respectively) | (576,186) | (576,187) |
Total CACI shareholders’ equity | 1,738,348 | 1,607,178 |
Noncontrolling interest | 135 | 135 |
Total shareholders’ equity | 1,738,483 | 1,607,313 |
Total liabilities and shareholders’ equity | $ 3,889,374 | $ 3,987,341 |
CONSOLIDATED BALANCE SHEETS (U5
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parentheticals) - $ / shares | Mar. 31, 2017 | Jun. 30, 2016 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 41,888,000 | 41,758,000 |
Common stock, shares outstanding | 24,454,000 | 24,323,000 |
Treasury stock, shares at cost | 17,435,000 | 17,435,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 119,440 | $ 99,200 |
Reconciliation of net income to net cash provided by operating activities: | ||
Depreciation and amortization | 53,898 | 46,113 |
Amortization of deferred financing costs | 3,371 | 2,101 |
Loss on disposal of fixed assets | 975 | |
Stock-based compensation expense | 16,114 | 13,329 |
Deferred income tax expense | 6,773 | 14,212 |
Equity in earnings of unconsolidated ventures | (167) | (229) |
Gain on sale of assets | (1,545) | |
Changes in operating assets and liabilities, net of effect of business acquisitions: | ||
Accounts receivable, net | 62,360 | 42,184 |
Prepaid expenses and other assets | (3,895) | (9,773) |
Accounts payable and other accrued expenses | (31,706) | (4,020) |
Accrued compensation and benefits | (7,013) | (10,099) |
Income taxes payable and receivable | (4,082) | (892) |
Supplemental retirement savings plan obligations and other long-term liabilities | 1,955 | (2,750) |
Net cash provided by operating activities | 216,478 | 189,376 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (34,941) | (13,232) |
Cash paid for business acquisitions, net of cash acquired | (5,786) | (587,821) |
Proceeds from net working capital refund of acquired business | 13,619 | |
Proceeds from equity method investments | 4,681 | |
Other | 1,597 | 151 |
Net cash used in investing activities | (20,830) | (600,902) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from borrowings under bank credit facilities | 373,500 | 844,000 |
Principal payments made under bank credit facilities | (551,974) | (414,973) |
Payment of financing costs under bank credit facilities | (9,290) | |
Proceeds from employee stock purchase plans | 3,334 | 2,289 |
Repurchases of common stock | (3,367) | (2,400) |
Payment of taxes for equity transactions | (10,580) | (7,479) |
Other | 457 | |
Net cash (provided by) financing activities | (189,087) | 412,604 |
Effect of exchange rate changes on cash and cash equivalents | (1,272) | (1,629) |
Net increase (decrease) in cash and cash equivalents | 5,289 | (551) |
Cash and cash equivalents, beginning of period | 49,082 | 35,364 |
Cash and cash equivalents, end of year | 54,371 | 34,813 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid during the period for income taxes, net of refunds | 57,721 | 45,606 |
Cash paid during the period for interest | 33,916 | 26,304 |
Non-cash financing and investing activities: | ||
Accrued capital expenditures | $ 334 | $ 956 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Mar. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements Abstract | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited consolidated financial statements of CACI International Inc and subsidiaries (CACI or the Company) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and include the assets, liabilities, results of operations, comprehensive income and cash flows for the Company, including its subsidiaries and ventures that are majority-owned or otherwise controlled by the Company. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated in consolidation. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and amounts included in other current assets and current liabilities that meet the definition of a financial instrument approximate fair value because of the short-term nature of these amounts. The fair value of the Company’s debt outstanding as of March 31, 2017 under its bank credit facility approximates its carrying value. The fair value of the Company’s debt under its bank credit facility was estimated using Level 2 inputs based on market data of companies with a corporate rating similar to CACI’s that have recently priced credit facilities. See Notes 6 and 12. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments and reclassifications (all of which are of a normal, recurring nature) that are necessary for the fair presentation of the periods presented. It is suggested that these unaudited consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s latest annual report to the SEC on Form 10-K for the year ended June 30, 2016. The results of operations for the three and nine months ended March 31, 2017 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Mar. 31, 2017 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-01, Clarifying the Definition of a Business In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting Upon adoption, the Company recognized excess tax benefits of $0.1 million and $1.0 million during the three and nine months ended March 31, 2016 as a reduction to tax expense in the Consolidated Statements of Operations, as though ASU 2016-09 had been in effect since the beginning of FY16. Consequently, this resulted in an increase in net income, an increase in earnings per share and a decrease in the annual effective tax rate. In addition, the excess tax benefits that were previously presented as a financing activity on the Consolidated Statements of Cash Flows are now presented as an operating activity, with periods prior to FY16 retrospectively adjusted. With respect to forfeitures, the Company will continue to estimate the number of awards expected to be forfeited in accordance with our existing accounting policy. In February 2016, the FASB issued ASU No. 2016-02, Leases In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers The Company plans to adopt the standard on July 1, 2018 and apply it on a modified retrospective basis, whereby the cumulative effect of applying the standard will be recognized through equity on the date of adoption. We are in the process of identifying the changes to accounting policies, business processes, systems, disclosures, and controls to support the adoption of the new standard. We expect the standard will have several impacts on our revenue. The anticipated changes are as follows: For our award fee and incentive fee contracts, the relevant portion of the fee will change from being recorded upon customer notification to recognition over time as the performance obligation is satisfied. Some of our fixed price contracts in which revenue is recognized on a straight-line basis over the period when goods or services are provided will be converted to recognition of revenue over time by measuring the progress toward complete satisfaction of the performance obligation using input methods, similar to percentage of completion cost-to-cost accounting. In addition, certain fixed unit price contracts will convert from units of delivery revenue recognition to recognition of revenue over time by measuring the progress toward complete satisfaction of the performance obligation using input methods, similar to percentage-of-completion, cost-to-cost accounting. We do not anticipate a material impact to the cost plus fixed fee, percentage-of-completion, fixed price level-of-effort or time and materials contracts. The cumulative catch-up adjustment that will be recorded through shareholders’ equity on July 1, 2018 is still being quantified. We will continue evaluating the impact of the standard on our contract portfolio through the date of adoption. |
Acquisitions
Acquisitions | 9 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions NSS Acquisition On February 1, 2016, the Company acquired 100 percent of the outstanding shares of L-3 National Security Solutions, Inc. and L-3 Data Tactics Corporation (together, “NSS”). NSS is a prime mission partner to the U.S. Department of Defense (DoD), U.S. government intelligence agencies, and U.S. federal civilian agencies. The acquisition will expand CACI’s opportunities in many of our key market areas and expand our current customer base. CACI financed the acquisition by borrowing $250.0 million under its existing revolving facility and by entering into an eighth amendment and first incremental facility amendment to its credit facility to allow for the incurrence of $300.0 million in additional term loans. The initial purchase consideration paid at closing to acquire NSS was $550.0 million plus $11.2 million representing a preliminary net working capital adjustment. Subsequent to closing, CACI received a refund of $13.6 million for the final net working capital adjustment and on April 3, 2017 received an additional $5.7 million refund for tax-related adjustments. The purchase consideration was allocated among assets acquired and liabilities assumed at fair value, with the excess purchase consideration recorded as goodwill. During the third quarter of FY17, CACI finalized its valuation of assets acquired and liabilities assumed. As a result of the final valuations, the Company recorded measurement period adjustments that increased other current assets, receivables and other accrued expenses by $2.4 million, $0.6 million and $0.9 million, respectively, reducing the purchase consideration by $5.5 million and goodwill by $7.5 million during the nine months ended March 31, 2017. The total consideration of $541.9 million has been allocated to assets acquired and liabilities assumed as follows (in thousands): Cash and cash equivalents $ 2,596 Accounts receivable 210,459 Prepaid expenses and other current assets 14,461 Property and equipment 21,320 Intangible assets 110,500 Goodwill 360,230 Other long-term assets 437 Accounts payable (57,616 ) Accrued compensation and benefits (38,953 ) Other accrued expenses and current liabilities (38,432 ) Deferred income taxes (37,796 ) Other long-term liabilities (5,343 ) Total estimated consideration $ 541,863 The goodwill of $360.2 million is largely attributable to the assembled workforce of NSS and expected synergies between the Company and NSS. The estimated fair value attributed to intangible assets, which consists of customer contracts and related customer relationships, is being amortized on an accelerated basis over approximately 15 years. The fair value attributed to the intangible assets acquired was based on estimates, assumptions, and other information compiled by management, including independent valuations that utilized established valuation techniques. Of the value attributed to goodwill and intangible assets, $47.7 million is deductible for income tax purposes. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Mar. 31, 2017 | |
Finite Lived Intangible Assets Net [Abstract] | |
Intangible Assets | 4. Intangible Assets Intangible assets consisted of the following (in thousands): March 31, June 30, 2017 2016 Customer contracts and related customer relationships $ 635,194 $ 635,826 Acquired technologies 28,451 28,074 Covenants not to compete 3,284 3,321 Other 1,537 1,551 Intangible assets 668,466 668,772 Accumulated amortization: Customer contracts and related customer relationships (392,935 ) (363,412 ) Acquired technologies (26,342 ) (25,693 ) Covenants not to compete (3,252 ) (3,245 ) Other (1,087 ) (1,050 ) Less accumulated amortization (423,616 ) (393,400 ) Total intangible assets, net $ 244,850 $ 275,372 Intangible assets are primarily amortized on an accelerated basis over periods ranging from one to fifteen years. The weighted-average period of amortization for all customer contracts and related customer relationships as of March 31, 2017 is 14.1 years, and the weighted-average remaining period of amortization is 11.4 years. The weighted-average period of amortization for acquired technologies as of March 31, 2017 is 9.6 years, and the weighted-average remaining period of amortization is 6.1 years. Expected amortization expense for the remainder of the fiscal year ending June 30, 2017, and for each of the fiscal years thereafter, is as follows (in thousands): Fiscal year ending June 30, Amount 2017 (three months) $ 9,695 2018 36,222 2019 31,562 2020 27,097 2021 23,904 Thereafter 116,370 Total intangible assets, net $ 244,850 |
Goodwill
Goodwill | 9 Months Ended |
Mar. 31, 2017 | |
Goodwill [Abstract] | |
Goodwill | 5 . Goodwill The changes in the carrying amount of goodwill for the year ended June 30, 2016 and the nine months ended March 31, 2017 are as follows (in thousands): Domestic International Total Balance at June 30, 2015 $ 2,108,768 $ 81,048 $ 2,189,816 Business acquisitions 378,380 29,939 408,319 Foreign currency translation — (12,792 ) (12,792 ) Balance at June 30, 2016 2,487,148 98,195 2,585,343 Business acquisitions (7,652 ) 2,220 (5,432 ) Foreign currency translation — (6,511 ) (6,511 ) Balance at March 31, 2017 $ 2,479,496 $ 93,904 $ 2,573,400 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Mar. 31, 2017 | |
Long Term Debt [Abstract] | |
Long-term Debt | 6 . Long-term Debt Long-term debt consisted of the following (in thousands): March 31, June 30, 2017 2016 Bank credit facility – term loans $ 992,358 $ 1,032,833 Bank credit facility – revolver loans 302,000 440,000 Principal amount of long-term debt 1,294,358 1,472,833 Less unamortized debt issuance costs (13,417 ) (16,789 ) Total long-term debt 1,280,941 1,456,044 Less current portion (53,965 ) (53,965 ) Long-term debt, net of current portion $ 1,226,976 $ 1,402,079 Bank Credit Facility The Company has a $1,981.3 million credit facility (the Credit Facility), which consists of an $850.0 million revolving credit facility (the Revolving Facility) and a $1,131.3 million term loan (the Term Loan). The Revolving Facility has subfacilities of $100.0 million for same-day swing line loan borrowings and $25.0 million for stand-by letters of credit. At any time and so long as no default has occurred, the Company has the right to increase the Revolving Facility or the Term Loan in an aggregate principal amount of up to the greater of $400.0 million or an amount subject to 2.75 times senior secured leverage, calculated assuming the Revolving Facility is fully drawn, with applicable lender approvals. The Credit Facility is available to refinance existing indebtedness and for general corporate purposes, including working capital expenses and capital expenditures. The Credit Facility was amended during the third quarter of FY16 in connection with the Company’s acquisition of NSS (see Note 3). CACI financed the transaction by borrowing $250.0 million under its existing Revolving Facility and by entering into an eighth amendment and first incremental facility amendment to its Credit Facility to allow for the incurrence of $300.0 million in additional Term Loans. The Revolving Facility is a secured facility that permits continuously renewable borrowings of up to $850.0 million. As of March 31, 2017, the Company had $302.0 million outstanding under the Revolving Facility, no borrowings on the swing line and an outstanding letter of credit of $0.4 million. The Company pays a quarterly facility fee for the unused portion of the Revolving Facility. The Term Loan is a five-year secured facility under which principal payments are due in quarterly installments of $13.5 million through June 30, 2018 and $27.0 million thereafter until the balance is due in full on June 1, 2020. As of March 31, 2017, the Company had $992.4 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, 2017, the effective interest rate, including the impact of the Company’s floating-to-fixed interest rate swap agreements and excluding the effect of amortization of debt financing costs, for the outstanding borrowings under the Credit Facility was 3.42 percent. The Credit Facility requires the Company to comply with certain financial covenants, including a maximum senior secured leverage ratio, a maximum total leverage ratio and a minimum fixed charge coverage ratio. The Credit Facility also includes customary negative covenants restricting or limiting the Company’s ability to guarantee or incur additional indebtedness, grant liens or other security interests to third parties, make loans or investments, transfer assets, declare dividends or redeem or repurchase capital stock or make other distributions, prepay subordinated indebtedness and engage in mergers, acquisitions or other business combinations, in each case except as expressly permitted under the Credit Facility. As of March 31, 2017, the Company was in compliance with all of the financial covenants. A majority of the Company’s assets serve as collateral under the Credit Facility. All debt issuance costs are being amortized from the date incurred to the expiration date of the Credit Facility. Cash Flow Hedges The Company periodically uses derivative financial instruments as part of a strategy to manage exposure to market risks associated with interest rate fluctuations. The Company has entered into several floating-to-fixed interest rate swap agreements for an aggregate notional amount of $900.0 million which hedge a portion of the Company’s floating rate indebtedness. The swaps mature at various dates through 2022. The Company has designated the swaps as cash flow hedges. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The interest rate swap agreements are highly correlated to the changes in interest rates to which the Company is exposed. Unrealized gains and losses on these swaps are designated as effective or ineffective. Realized gains and losses in connection with each required interest payment are reclassified from accumulated other comprehensive income or loss to interest expense. The Company does not hold or issue derivative financial instruments for trading purposes. The effect of derivative instruments in the consolidated statements of operations and accumulated other comprehensive loss for the three and nine months ended March 31, 2017 and 2016 is as follows (in thousands): Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Gain (loss) recognized in other comprehensive income $ 124 $ (5,621 ) $ 8,649 $ (9,637 ) Amounts reclassified to earnings from accumulated other comprehensive loss 1,921 2,040 6,295 6,854 Net current period other comprehensive income (loss) $ 2,045 $ (3,581 ) $ 14,944 $ (2,783 ) The aggregate maturities of long-term debt at March 31, 2017 are as follows (in thousands): Twelve months ending March 31, 2017 $ 53,965 2018 94,438 2019 107,930 2020 1,038,025 Principal amount of long-term debt 1,294,358 Less unamortized debt issuance costs (13,417 ) Total long-term debt $ 1,280,941 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7 . Commitments and Contingencies The Company is involved in various lawsuits, claims, and administrative proceedings arising in the normal course of business. Management is of the opinion that any liability or loss associated with such matters, either individually or in the aggregate, will not have a material adverse effect on the Company’s operations and liquidity. Government Contracting Payments to the Company on cost-plus-fee and time-and-materials contracts are subject to adjustment upon audit by the Defense Contract Audit Agency (DCAA) and other government agencies that do not utilize DCAA’s services. The DCAA has started audits of the Company’s incurred cost submissions for its fiscal years 2012 and 2013, and has started audits of incurred cost submission for fiscal years 2011 through 2013 associated with CACI’s acquisition of NSS. An intelligence agency is now auditing direct costs on selected contracts for fiscal years 2013 through 2015. We are still negotiating the results of prior years’ audits with the respective cognizant contracting officers and believe our reserves for such are adequate. In the opinion of management, adjustments that may result from these audits and the audits not yet started are not expected to have a material effect on the Company’s financial position, results of operations, or cash flows as the Company has accrued its best estimate of potential disallowances. Additionally, the DCAA continually reviews the cost accounting and other practices of government contractors, including the Company. In the course of those reviews, cost accounting and other issues are identified, discussed and settled. On March 26, 2012, the Company received a subpoena from the Defense Criminal Investigative Service seeking documents related to one of the Company’s contracts for the period of January 1, 2007 through March 26, 2012. The Company has provided documents responsive to the subpoena and is cooperating fully with the government’s investigation. The Company has accrued its current best estimate of the likely outcome within its estimated range of zero to $3.9 million. On April 9, 2012, the Company received a letter from the Department of Justice (DoJ) informing the Company that the DoJ is investigating whether the Company violated the civil False Claims Act by submitting false claims to receive federal funds pursuant to a GSA contract. Specifically, the DoJ is investigating whether the Company failed to comply with contract requirements and applicable regulations by improperly billing for certain contracting personnel under the contract. The Company has not accrued any liability as based on its present knowledge of the facts, it does not believe an unfavorable outcome is probable. The Company resolved outstanding appeals at the Armed Services Board of Contract Appeals (ASBCA) of determinations and demands made by the Defense Contract Management Agency (DCMA) associated with questioned direct costs from DCAA audits of our incurred cost submissions for our fiscal years 2006 through 2008 within our established reserve. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 8 . Stock-Based Compensation Stock-based compensation expense recognized, together with the income tax benefits recognized, is as follows (in thousands): Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Total stock-based compensation related to RSUs included in indirect costs and selling expense $ 5,557 $ 4,856 $ 16,114 $ 13,329 Income tax benefit recognized for stock-based compensation expense $ 1,490 $ 1,719 $ 5,435 $ 4,897 Under the terms of its 2016 Amended and Restated Incentive Compensation Plan (the 2016 Plan), the Company may issue, among others, non-qualified stock options, restricted stock, RSUs, SSARs, and performance awards, collectively referred to herein as equity instruments. The 2016 Plan was approved by the Company’s stockholders in November 2016 and amended and restated the 2006 Stock Incentive Plan (the 2006 Plan) which was due to expire at the end of the ten-year period. Previous grants that were made under the 2006 Plan, and equity instruments granted prior to approval of the 2016 Plan continue to be governed by the terms of the 2006 Plan. During the periods presented all equity instrument grants were made in the form of RSUs. Other than performance-based RSUs (PRSUs) which contain a market-based element, the fair value of RSU grants was determined based on the closing price of a share of the Company’s common stock on the date of grant. The fair value of RSUs with market-based vesting features was also measured on the grant date, but was done so using a binomial lattice model. Annual grants under the 2016 Plan, and previously the 2006 Plan, are generally made to the Company’s key employees during the first quarter of the Company’s fiscal year and to members of the Company’s Board of Directors during the second quarter of the Company’s fiscal year. With the approval of its Chief Executive Officer, the Company also issues equity instruments to strategic new hires and to employees who have demonstrated superior performance. In September 2014, the Company made its annual grant to key employees consisting of 180,570 PRSUs. The final number of such PRSUs that are earned by participants and vest is based on the achievement of a specified earnings per share (EPS) for the year ended June 30, 2015 and on the average share price of Company stock for the 90 day period ending September 23, 2015, 2016 and 2017 as compared to the average share price for the 90 day period ended September 23, 2014. The specified EPS for the year ended June 30, 2015 was met and the average share price of the Company’s stock for the 90 day periods ending September 23, 2015 and September 23, 2016 exceeded the average share price of the Company’s stock for the 90 day period ended September 23, 2014, resulting in an additional 26,957 RSUs earned by participants. In September 2015, the Company made its annual grant to key employees consisting of 208,160 PRSUs. The final number of such PRSUs that are earned by participants and vest is based on the achievement of a specified EPS for the year ending June 30, 2016 and on the average share price of Company stock for the 90 day periods ending September 18, 2016, 2017 and 2018 as compared to the average share price for the 90 day period ended September 18, 2015. The specified EPS for the year ended June 30, 2016 was met and the average share price of the Company’s stock for the 90 day period ending September 18, 2016 exceeded the average share price of the Company’s stock for the 90 day period ended September 18, 2015, resulting in an additional 11,811 RSUs earned by participants. In September 2016, the Company made its annual grant to its key employees consisting of 193,420 PRSUs. The final number of such PRSUs that are earned by participants and vest is based on the achievement of a specified EPS for the year ended June 30, 2017 and on the average share price of Company stock for the 90 day period ending September 30, 2017, 2018 and 2019 as compared to the average share price for the 90 day period ended September 30, 2016. If EPS for the year ending June 30, 2017 exceeds the specified EPS and the average share price of the Company’s stock for the 90 day period ending September 30, 2017, 2018 and 2019 exceeds the average share price of the Company’s stock for the 90 day period ended September 30, 2016 by 100 percent or more, then an additional 193,420 could be earned by participants. This is the maximum number of additional RSUs that can be earned related to the September 2016 annual grant. In addition to the performance and market conditions, there is a service vesting condition which stipulates that 50 percent of the earned award will vest on October 1, 2019 and 50 percent of the earned award will vest on October 1, 2020, in both cases dependent upon continuing service by the grantee as an employee of the Company, unless the grantee is eligible for earlier vesting upon retirement or certain other events. The total number of shares authorized by shareholders for future grants under the 2016 Plan was reset in November 2016 to 1,200,000. The aggregate number of grants that may be made may exceed this approved amount as forfeited restricted stock and RSUs, become available for future grants. As of March 31, 2017, cumulative grants of 17,832 equity instruments underlying the shares authorized in the 2016 Plan have been awarded, and none of these instruments have been forfeited. Activity related to RSUs during the nine months ended March 31, 2017 is as follows: RSUs Outstanding, June 30, 2016 873,854 Granted 240,985 Vested (222,118 ) Forfeited (52,177 ) Outstanding, March 31, 2017 840,544 Weighted-average grant date fair value for RSUs $ 103.23 As of March 31, 2017, there was $39.1 million of total unrecognized compensation costs related to RSUs scheduled to be recognized over a weighted-average period of 2.7 years. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 9 . Earnings Per Share ASC 260, Earnings Per Share (ASC 260), requires dual presentation of basic and diluted earnings per share on the face of the income statement. Basic earnings per share excludes dilution and is computed by dividing income by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock but not securities that are anti-dilutive. Using the treasury stock method, diluted earnings per share include the incremental effect of restricted shares and those RSUs that are no longer subject to a market or performance condition. The PRSUs granted in September 2016 are excluded from the calculation of diluted earnings per share as the underlying shares are considered to be contingently issuable shares. These shares will be included in the calculation of diluted earnings per share beginning in the first reporting period in which the performance metric is achieved. The chart below shows the calculation of basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Net income $ 40,357 $ 34,116 $ 119,440 $ 99,200 Weighted-average number of basic shares outstanding during the period 24,419 24,277 24,382 24,243 Dilutive effect RSUs after application of treasury stock method 687 524 652 526 Weighted-average number of diluted shares outstanding during the period 25,106 24,801 25,034 24,769 Basic earnings per share $ 1.65 $ 1.41 $ 4.90 $ 4.09 Diluted earnings per share $ 1.61 $ 1.38 $ 4.77 $ 4.01 |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10 . Income Taxes The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions. Tax statutes and regulations within each jurisdiction are subject to interpretation and require the application of significant judgment. The Company is currently under examination by three state jurisdictions for the years 2010 through 2016. 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, 2017 and June 30, 2016 was $0.6 million and $0.4 million, respectively. The $0.6 million unrecognized tax benefit at March 31, 2017, if recognized, would impact the Company’s effective tax rate. The effective tax rate was favorably impacted by corporate owned life insurance (COLI) gains and research and development (R&D) credits resulting in the following tax benefits. The tax expense during the three and nine months ended March 31, 2017 was positively impacted by non-taxable COLI gains of $1.2 million and $1.4 million, respectively. The tax expense was also positively impacted during the three and nine months ended March 31, 2017 by R&D tax credits of $3.9 million in 2017 for both years 2016 and 2017. |
Business Segment Information
Business Segment Information | 9 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Business Segment Information | 11. Business Segment Information The Company reports operating results and financial data in two segments: domestic operations and international operations. Domestic operations provide information solutions and services to its customers. Its customers are primarily U.S. federal government agencies. Other customers of the Company’s domestic operations include state and local governments and commercial enterprises. The Company places employees in locations around the world in support of its clients. International operations offer services to both commercial and non-U.S. government customers primarily within the Company’s business systems and enterprise IT markets. The Company evaluates the performance of its operating segments based on net income. Summarized financial information concerning the Company’s reportable segments is as follows (in thousands): Domestic International Total Three Months Ended March 31, 2017 Revenue from external customers $ 1,051,449 $ 34,969 $ 1,086,418 Net income 36,920 3,437 40,357 Three Months Ended March 31, 2016 Revenue from external customers $ 940,714 $ 36,560 $ 977,274 Net income 30,712 3,404 34,116 Nine Months Ended March 31, 2017 Revenue from external customers $ 3,114,365 $ 102,863 $ 3,217,228 Net income attributable to CACI 109,294 10,146 119,440 Nine Months Ended March 31, 2016 Revenue from external customers $ 2,519,934 $ 110,219 $ 2,630,153 Net income attributable to CACI 89,388 9,812 99,200 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 12. Fair Value of Financial Instruments ASC 820, Fair Value Measurements and Disclosures 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, 2017 and June 30, 2016, and the level they fall within the fair value hierarchy (in thousands): March 31, June 30, Financial Statement Fair Value 2017 2016 Description of Financial Instrument Classification Hierarchy Fair Value Contingent consideration Other accrued expenses and current liabilities Level 3 $ 15,027 $ — Contingent consideration Other long-term liabilities Level 3 $ 626 $ 15,171 Interest rate swap agreements Other long-term assets Level 2 $ 6,894 $ — Interest rate swap agreements Other accrued expenses and current liabilities Level 2 $ 127 $ — Interest rate swap agreements Other long-term liabilities Level 2 $ 3,732 $ 21,609 Changes in the fair value of the interest rate swap agreements are recorded as a component of accumulated other comprehensive income or loss. Various acquisitions completed during FY16 contained provisions requiring that the Company pay contingent consideration in the event the acquired businesses achieved certain specified earnings results during the two and three year periods subsequent to each acquisition. The Company determined the fair value of the contingent consideration as of each acquisition date using a valuation model which included the evaluation of the most likely outcome and the application of an appropriate discount rate. At the end of each reporting period, the fair value of the contingent consideration was remeasured and any changes were recorded in indirect costs and selling expenses. During the three and nine months ended March 31, 2017, this remeasurement resulted in a change to the liability recorded of $0.5 million and $1.3 million, respectively. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of CACI International Inc and subsidiaries (CACI or the Company) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and include the assets, liabilities, results of operations, comprehensive income and cash flows for the Company, including its subsidiaries and ventures that are majority-owned or otherwise controlled by the Company. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated in consolidation. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and amounts included in other current assets and current liabilities that meet the definition of a financial instrument approximate fair value because of the short-term nature of these amounts. The fair value of the Company’s debt outstanding as of March 31, 2017 under its bank credit facility approximates its carrying value. The fair value of the Company’s debt under its bank credit facility was estimated using Level 2 inputs based on market data of companies with a corporate rating similar to CACI’s that have recently priced credit facilities. See Notes 6 and 12. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments and reclassifications (all of which are of a normal, recurring nature) that are necessary for the fair presentation of the periods presented. It is suggested that these unaudited consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s latest annual report to the SEC on Form 10-K for the year ended June 30, 2016. The results of operations for the three and nine months ended March 31, 2017 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-01, Clarifying the Definition of a Business In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting Upon adoption, the Company recognized excess tax benefits of $0.1 million and $1.0 million during the three and nine months ended March 31, 2016 as a reduction to tax expense in the Consolidated Statements of Operations, as though ASU 2016-09 had been in effect since the beginning of FY16. Consequently, this resulted in an increase in net income, an increase in earnings per share and a decrease in the annual effective tax rate. In addition, the excess tax benefits that were previously presented as a financing activity on the Consolidated Statements of Cash Flows are now presented as an operating activity, with periods prior to FY16 retrospectively adjusted. With respect to forfeitures, the Company will continue to estimate the number of awards expected to be forfeited in accordance with our existing accounting policy. In February 2016, the FASB issued ASU No. 2016-02, Leases |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Assets Acquired and Liabilities Assumed | Cash and cash equivalents $ 2,596 Accounts receivable 210,459 Prepaid expenses and other current assets 14,461 Property and equipment 21,320 Intangible assets 110,500 Goodwill 360,230 Other long-term assets 437 Accounts payable (57,616 ) Accrued compensation and benefits (38,953 ) Other accrued expenses and current liabilities (38,432 ) Deferred income taxes (37,796 ) Other long-term liabilities (5,343 ) Total estimated consideration $ 541,863 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Finite Lived Intangible Assets Net [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands): March 31, June 30, 2017 2016 Customer contracts and related customer relationships $ 635,194 $ 635,826 Acquired technologies 28,451 28,074 Covenants not to compete 3,284 3,321 Other 1,537 1,551 Intangible assets 668,466 668,772 Accumulated amortization: Customer contracts and related customer relationships (392,935 ) (363,412 ) Acquired technologies (26,342 ) (25,693 ) Covenants not to compete (3,252 ) (3,245 ) Other (1,087 ) (1,050 ) Less accumulated amortization (423,616 ) (393,400 ) Total intangible assets, net $ 244,850 $ 275,372 |
Expected Amortization Expense | Expected amortization expense for the remainder of the fiscal year ending June 30, 2017, and for each of the fiscal years thereafter, is as follows (in thousands): Fiscal year ending June 30, Amount 2017 (three months) $ 9,695 2018 36,222 2019 31,562 2020 27,097 2021 23,904 Thereafter 116,370 Total intangible assets, net $ 244,850 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Goodwill [Abstract] | |
Rollforward of Goodwill | The changes in the carrying amount of goodwill for the year ended June 30, 2016 and the nine months ended March 31, 2017 are as follows (in thousands): Domestic International Total Balance at June 30, 2015 $ 2,108,768 $ 81,048 $ 2,189,816 Business acquisitions 378,380 29,939 408,319 Foreign currency translation — (12,792 ) (12,792 ) Balance at June 30, 2016 2,487,148 98,195 2,585,343 Business acquisitions (7,652 ) 2,220 (5,432 ) Foreign currency translation — (6,511 ) (6,511 ) Balance at March 31, 2017 $ 2,479,496 $ 93,904 $ 2,573,400 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Long Term Debt [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following (in thousands): March 31, June 30, 2017 2016 Bank credit facility – term loans $ 992,358 $ 1,032,833 Bank credit facility – revolver loans 302,000 440,000 Principal amount of long-term debt 1,294,358 1,472,833 Less unamortized debt issuance costs (13,417 ) (16,789 ) Total long-term debt 1,280,941 1,456,044 Less current portion (53,965 ) (53,965 ) Long-term debt, net of current portion $ 1,226,976 $ 1,402,079 |
Cash Flow Hedges | The effect of derivative instruments in the consolidated statements of operations and accumulated other comprehensive loss for the three and nine months ended March 31, 2017 and 2016 is as follows (in thousands): Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Gain (loss) recognized in other comprehensive income $ 124 $ (5,621 ) $ 8,649 $ (9,637 ) Amounts reclassified to earnings from accumulated other comprehensive loss 1,921 2,040 6,295 6,854 Net current period other comprehensive income (loss) $ 2,045 $ (3,581 ) $ 14,944 $ (2,783 ) |
Aggregate Maturities of Long-term Debt | The aggregate maturities of long-term debt at March 31, 2017 are as follows (in thousands): Twelve months ending March 31, 2017 $ 53,965 2018 94,438 2019 107,930 2020 1,038,025 Principal amount of long-term debt 1,294,358 Less unamortized debt issuance costs (13,417 ) Total long-term debt $ 1,280,941 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation Expense Recognized | Stock-based compensation expense recognized, together with the income tax benefits recognized, is as follows (in thousands): Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Total stock-based compensation related to RSUs included in indirect costs and selling expense $ 5,557 $ 4,856 $ 16,114 $ 13,329 Income tax benefit recognized for stock-based compensation expense $ 1,490 $ 1,719 $ 5,435 $ 4,897 |
Schedule of Activity Related to RSUs | Activity related to RSUs during the nine months ended March 31, 2017 is as follows: RSUs Outstanding, June 30, 2016 873,854 Granted 240,985 Vested (222,118 ) Forfeited (52,177 ) Outstanding, March 31, 2017 840,544 Weighted-average grant date fair value for RSUs $ 103.23 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Earnings per Share | The chart below shows the calculation of basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended Nine Months Ended March 31, March 31, 2017 2016 2017 2016 Net income $ 40,357 $ 34,116 $ 119,440 $ 99,200 Weighted-average number of basic shares outstanding during the period 24,419 24,277 24,382 24,243 Dilutive effect RSUs after application of treasury stock method 687 524 652 526 Weighted-average number of diluted shares outstanding during the period 25,106 24,801 25,034 24,769 Basic earnings per share $ 1.65 $ 1.41 $ 4.90 $ 4.09 Diluted earnings per share $ 1.61 $ 1.38 $ 4.77 $ 4.01 |
Business Segment Information (T
Business Segment Information (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Summarized Financial Information of Reportable Segments | Summarized financial information concerning the Company’s reportable segments is as follows (in thousands): Domestic International Total Three Months Ended March 31, 2017 Revenue from external customers $ 1,051,449 $ 34,969 $ 1,086,418 Net income 36,920 3,437 40,357 Three Months Ended March 31, 2016 Revenue from external customers $ 940,714 $ 36,560 $ 977,274 Net income 30,712 3,404 34,116 Nine Months Ended March 31, 2017 Revenue from external customers $ 3,114,365 $ 102,863 $ 3,217,228 Net income attributable to CACI 109,294 10,146 119,440 Nine Months Ended March 31, 2016 Revenue from external customers $ 2,519,934 $ 110,219 $ 2,630,153 Net income attributable to CACI 89,388 9,812 99,200 |
Fair Value of Financial Instr27
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2017 and June 30, 2016, and the level they fall within the fair value hierarchy (in thousands): March 31, June 30, Financial Statement Fair Value 2017 2016 Description of Financial Instrument Classification Hierarchy Fair Value Contingent consideration Other accrued expenses and current liabilities Level 3 $ 15,027 $ — Contingent consideration Other long-term liabilities Level 3 $ 626 $ 15,171 Interest rate swap agreements Other long-term assets Level 2 $ 6,894 $ — Interest rate swap agreements Other accrued expenses and current liabilities Level 2 $ 127 $ — Interest rate swap agreements Other long-term liabilities Level 2 $ 3,732 $ 21,609 |
Recent Accounting Pronounceme28
Recent Accounting Pronouncements (Detail Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2016 | Mar. 31, 2016 | |
Accounting standards update 2016-09 | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Excess tax benefits recognized | $ 0.1 | $ 1 |
Acquisitions (Detail Textual)
Acquisitions (Detail Textual) - USD ($) $ in Thousands | Feb. 01, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Business Acquisition [Line Items] | |||||
Proceeds from revolver borrowings | $ 373,500 | $ 844,000 | |||
Goodwill | $ 2,573,400 | $ 2,585,343 | $ 2,189,816 | ||
Customer contracts and related customer relationships | |||||
Business Acquisition [Line Items] | |||||
Amortization period of acquired intangible assets | 14 years 1 month 6 days | ||||
Revolving Credit Facility | |||||
Business Acquisition [Line Items] | |||||
Proceeds from revolver borrowings | $ 250,000 | ||||
Term loans | |||||
Business Acquisition [Line Items] | |||||
Proceeds from term loan borrowings | $ 300,000 | ||||
NSS Acquisition | |||||
Business Acquisition [Line Items] | |||||
Percentage of outstanding shares acquired | 100.00% | ||||
Cash consideration | $ 550,000 | ||||
Consideration, initial net working capital payment | 11,200 | ||||
Consideration, net working capital refund received | 13,600 | ||||
Consideration, refund for tax-related adjustments | 5,700 | ||||
Measurement period adjustments, other current assets | $ 2,400 | ||||
Measurement period adjustments, receivables | 600 | ||||
Measurement period adjustments, other accrued expenses | 900 | ||||
Measurement period adjustments, purchase consideration | 5,500 | ||||
Measurement period adjustments, goodwill | $ 7,500 | ||||
Business purchase consideration | 541,900 | ||||
Goodwill | 360,230 | ||||
Amount of tax deductible goodwill and intangibles | $ 47,700 | ||||
NSS Acquisition | Customer contracts and related customer relationships | |||||
Business Acquisition [Line Items] | |||||
Amortization period of acquired intangible assets | 15 years | ||||
NSS Acquisition | Revolving Credit Facility | |||||
Business Acquisition [Line Items] | |||||
Proceeds from revolver borrowings | $ 250,000 | ||||
NSS Acquisition | Term loans | |||||
Business Acquisition [Line Items] | |||||
Proceeds from term loan borrowings | $ 300,000 |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 | Feb. 01, 2016 | Jun. 30, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,573,400 | $ 2,585,343 | $ 2,189,816 | |
NSS Acquisition | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 2,596 | |||
Accounts receivable | 210,459 | |||
Prepaid expenses and other current assets | 14,461 | |||
Property and equipment | 21,320 | |||
Intangible assets | 110,500 | |||
Goodwill | 360,230 | |||
Other long-term assets | 437 | |||
Accounts payable | (57,616) | |||
Accrued compensation and benefits | (38,953) | |||
Other accrued expenses and current liabilities | (38,432) | |||
Deferred income taxes | (37,796) | |||
Other long-term liabilities | (5,343) | |||
Total estimated consideration | $ 541,863 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 668,466 | $ 668,772 |
Less accumulated amortization | (423,616) | (393,400) |
Total intangible assets, net | 244,850 | 275,372 |
Customer contracts and related customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | 635,194 | 635,826 |
Less accumulated amortization | (392,935) | (363,412) |
Acquired technologies | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | 28,451 | 28,074 |
Less accumulated amortization | (26,342) | (25,693) |
Covenants not to compete | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | 3,284 | 3,321 |
Less accumulated amortization | (3,252) | (3,245) |
Other | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | 1,537 | 1,551 |
Less accumulated amortization | $ (1,087) | $ (1,050) |
Intangible Assets (Detail Textu
Intangible Assets (Detail Textual) | 9 Months Ended |
Mar. 31, 2017 | |
Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Intangible asset amortization period | 1 year |
Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Intangible asset amortization period | 15 years |
Customer contracts and related customer relationships | |
Finite Lived Intangible Assets [Line Items] | |
Weighted-average amortization period | 14 years 1 month 6 days |
Weighted-average remaining amortization period | 11 years 4 months 24 days |
Acquired technologies | |
Finite Lived Intangible Assets [Line Items] | |
Weighted-average amortization period | 9 years 7 months 6 days |
Weighted-average remaining amortization period | 6 years 1 month 6 days |
Intangible Assets - Expected Am
Intangible Assets - Expected Amortization Expense (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Finite Lived Intangible Assets Net [Abstract] | ||
2017 (three months) | $ 9,695 | |
2,018 | 36,222 | |
2,019 | 31,562 | |
2,020 | 27,097 | |
2,021 | 23,904 | |
Thereafter | 116,370 | |
Total intangible assets, net | $ 244,850 | $ 275,372 |
Goodwill - Rollforward of Goodw
Goodwill - Rollforward of Goodwill (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Jun. 30, 2016 | |
Goodwill [Roll Forward] | ||
Balance | $ 2,585,343 | $ 2,189,816 |
Business acquisitions | (5,432) | 408,319 |
Foreign currency translation | (6,511) | (12,792) |
Balance | 2,573,400 | 2,585,343 |
Domestic | ||
Goodwill [Roll Forward] | ||
Balance | 2,487,148 | 2,108,768 |
Business acquisitions | (7,652) | 378,380 |
Balance | 2,479,496 | 2,487,148 |
International | ||
Goodwill [Roll Forward] | ||
Balance | 98,195 | 81,048 |
Business acquisitions | 2,220 | 29,939 |
Foreign currency translation | (6,511) | (12,792) |
Balance | $ 93,904 | $ 98,195 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | $ 1,294,358 | $ 1,472,833 |
Less unamortized debt issuance costs | (13,417) | (16,789) |
Total long-term debt | 1,280,941 | 1,456,044 |
Less current portion | (53,965) | (53,965) |
Long-term debt, net of current portion | 1,226,976 | 1,402,079 |
Bank credit facility - term loans | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | 992,358 | 1,032,833 |
Bank credit facility - revolver loans | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | $ 302,000 | $ 440,000 |
Long-term Debt (Detail Textual)
Long-term Debt (Detail Textual) | Feb. 01, 2016USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Jun. 30, 2016USD ($) |
Debt Instrument [Line Items] | ||||
Proceeds from revolver borrowings | $ 373,500,000 | $ 844,000,000 | ||
Outstanding amount under Credit Facility | 1,294,358,000 | $ 1,472,833,000 | ||
Cash Flow Hedging | Interest Rate Swap | ||||
Debt Instrument [Line Items] | ||||
Aggregate notional amount | 900,000,000 | |||
Bank Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility maximum borrowing capacity | $ 1,981,300,000 | |||
Credit facility borrowing capacity, description | At any time and so long as no default has occurred, the Company has the right to increase the Revolving Facility or the Term Loan in an aggregate principal amount of up to the greater of $400.0 million or an amount subject to 2.75 times senior secured leverage, calculated assuming the Revolving Facility is fully drawn, with applicable lender approvals. | |||
Credit Facility optional increases to borrowing capacity | $ 400,000,000 | |||
Ratio that restricts optional increases to borrowing capacity | 2.75 | |||
Outstanding borrowings interest rate | 3.42% | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility maximum borrowing capacity | $ 850,000,000 | |||
Proceeds from revolver borrowings | $ 250,000,000 | |||
Outstanding amount under Credit Facility | 302,000,000 | 440,000,000 | ||
Term loans | ||||
Debt Instrument [Line Items] | ||||
Credit facility maximum borrowing capacity | 1,131,300,000 | |||
Proceeds from term loan borrowings | $ 300,000,000 | |||
Outstanding amount under Credit Facility | $ 992,358,000 | $ 1,032,833,000 | ||
Term loan period | 5 years | |||
Loan maturity date | Jun. 1, 2020 | |||
Term loan frequency of payment | quarterly | |||
Term loans | Principal Payment Through June 30, 2018 | ||||
Debt Instrument [Line Items] | ||||
Term loan principal payment | $ 13,500,000 | |||
Term loans | Principal Payment Thereafter June 30, 2018 | ||||
Debt Instrument [Line Items] | ||||
Term loan principal payment | 27,000,000 | |||
Same-Day Swing Line Loan Revolving Credit Sub Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility maximum borrowing capacity | 100,000,000 | |||
Outstanding amount under Credit Facility | 0 | |||
Stand-By Letters Of Credit Revolving Credit Sub Facility | ||||
Debt Instrument [Line Items] | ||||
Credit facility maximum borrowing capacity | 25,000,000 | |||
Outstanding Letters of Credit | $ 400,000 |
Long-term Debt - Cash Flow Hedg
Long-term Debt - Cash Flow Hedges (Detail 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Long Term Debt [Abstract] | ||||
Gain (loss) recognized in other comprehensive income | $ 124 | $ (5,621) | $ 8,649 | $ (9,637) |
Amounts reclassified to earnings from accumulated other comprehensive loss | 1,921 | 2,040 | 6,295 | 6,854 |
Net current period other comprehensive income (loss) | $ 2,045 | $ (3,581) | $ 14,944 | $ (2,783) |
Long-term Debt - Aggregate Matu
Long-term Debt - Aggregate Maturities of Long-Term Debt (Detail 2) - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Long Term Debt [Abstract] | ||
2,017 | $ 53,965 | |
2,018 | 94,438 | |
2,019 | 107,930 | |
2,020 | 1,038,025 | |
Principal amount of long-term debt | 1,294,358 | $ 1,472,833 |
Less unamortized debt issuance costs | (13,417) | (16,789) |
Total long-term debt | $ 1,280,941 | $ 1,456,044 |
Commitments and Contingencies (
Commitments and Contingencies (Detail Textual) - Government Contracting | Mar. 31, 2017USD ($) |
Minimum | |
Loss Contingencies [Line Items] | |
Estimated amount of possible loss | $ 0 |
Maximum | |
Loss Contingencies [Line Items] | |
Estimated amount of possible loss | $ 3,900,000 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Stock-based compensation included in indirect costs and selling expense: | ||||
Total stock-based compensation related to RSUs included in indirect costs and selling expense | $ 5,557 | $ 4,856 | $ 16,114 | $ 13,329 |
Income tax benefit recognized for stock-based compensation expense | $ 1,490 | $ 1,719 | $ 5,435 | $ 4,897 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Detail Textual) $ in Millions | 9 Months Ended |
Mar. 31, 2017USD ($)shares | |
2006 Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock incentive plan, expiration period | 10 years |
2006 Stock Incentive Plan | PRSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Period to establish average share price for performance measurement | 90 days |
2006 Stock Incentive Plan | PRSUs | September 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
PRSUs granted | 180,570 |
2006 Stock Incentive Plan | PRSUs | September 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
PRSUs granted | 208,160 |
Period to establish average share price for performance measurement | 90 days |
2006 Stock Incentive Plan | PRSUs | September2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
PRSUs granted | 193,420 |
Period to establish average share price for performance measurement | 90 days |
2006 Stock Incentive Plan | RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ | $ 39.1 |
Weighted-average period to recognize unrecognized compensation cost (in years) | 2 years 8 months 12 days |
2006 Stock Incentive Plan | RSUs | October 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage of awards | 50.00% |
2006 Stock Incentive Plan | RSUs | October 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage of awards | 50.00% |
2006 Stock Incentive Plan | RSUs | September 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of additional awards to be issued pursuant to condition | 26,957 |
2006 Stock Incentive Plan | RSUs | September 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of additional awards to be issued pursuant to condition | 11,811 |
2006 Stock Incentive Plan | RSUs | September2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of additional awards to be issued pursuant to condition | 193,420 |
Description of vesting of awards | In addition to the performance and market conditions, there is a service vesting condition which stipulates that 50 percent of the earned award will vest on October 1, 2019 and 50 percent of the earned award will vest on October 1, 2020 |
2016 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Cumulative grants of equity instruments awarded | 17,832 |
Number of cumulative equity instruments forfeited | 0 |
2016 Plan | November 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized for future grants | 1,200,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Activity Related to RSUs (Detail 1) - RSUs | 9 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, June 30, 2016 | 873,854 |
Granted | 240,985 |
Vested | (222,118) |
Forfeited | (52,177) |
Outstanding, March 31, 2017 | 840,544 |
Weighted-average grant date fair value for RSUs | $ / shares | $ 103.23 |
Earnings Per Share - Calculatio
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, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 40,357 | $ 34,116 | $ 119,440 | $ 99,200 |
Weighted-average number of basic shares outstanding during the period | 24,419 | 24,277 | 24,382 | 24,243 |
Dilutive effect RSUs after application of treasury stock method | 687 | 524 | 652 | 526 |
Weighted-average number of diluted shares outstanding during the period | 25,106 | 24,801 | 25,034 | 24,769 |
Basic earnings per share | $ 1.65 | $ 1.41 | $ 4.90 | $ 4.09 |
Diluted earnings per share | $ 1.61 | $ 1.38 | $ 4.77 | $ 4.01 |
Income Taxes (Detail Textual)
Income Taxes (Detail Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||
Liability for unrecognized tax benefits | $ 0.6 | $ 0.6 | $ 0.4 |
Unrecognized tax benefit that would impact the company's effective tax rate | 0.6 | 0.6 | |
Non-taxable COLI | 1.2 | 1.4 | |
R&D tax credits | $ 3.9 | $ 3.9 |
Business Segment Information (D
Business Segment Information (Detail Textual) | 9 Months Ended |
Mar. 31, 2017Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Business Segment Information -
Business Segment Information - Summarized Financial Information of Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | $ 1,086,418 | $ 977,274 | $ 3,217,228 | $ 2,630,153 |
Net income | 40,357 | 34,116 | 119,440 | 99,200 |
Net income attributable to CACI | 40,357 | 34,116 | 119,440 | 99,200 |
Domestic | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | 1,051,449 | 940,714 | 3,114,365 | 2,519,934 |
Net income | 36,920 | 30,712 | ||
Net income attributable to CACI | 109,294 | 89,388 | ||
International | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from external customers | 34,969 | 36,560 | 102,863 | 110,219 |
Net income | $ 3,437 | $ 3,404 | ||
Net income attributable to CACI | $ 10,146 | $ 9,812 |
Fair Value of Financial Instr47
Fair Value of Financial Instruments - Recurring Fair Value Measurements (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2017 | Jun. 30, 2016 |
Other accrued expenses and current liabilities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 15,027 | |
Other accrued expenses and current liabilities | Level 2 | Interest Rate Swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | 127 | |
Other long-term liabilities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 626 | $ 15,171 |
Other long-term liabilities | Level 2 | Interest Rate Swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | 3,732 | $ 21,609 |
Other long-term assets | Level 2 | Interest Rate Swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | $ 6,894 |
Fair Value of Financial Instr48
Fair Value of Financial Instruments (Detail Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2017 | Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | ||
Business combination contingent consideration period | two and three year periods | |
Change in fair value of contingent consideration | $ 0.5 | $ 1.3 |