Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Aug. 17, 2015 | Dec. 31, 2014 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | CACI INTERNATIONAL INC /DE/ | ||
Entity Central Index Key | 16,058 | ||
Trading Symbol | caci | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 24,194,283 | ||
Entity Public Float | $ 2,060,272,598 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Statement [Abstract] | |||
Revenue | $ 3,313,452 | $ 3,564,562 | $ 3,681,990 |
Costs of revenue: | |||
Direct costs | 2,193,585 | 2,426,520 | 2,535,606 |
Indirect costs and selling expenses | 817,403 | 815,458 | 821,465 |
Depreciation and amortization | 66,083 | 65,181 | 54,078 |
Total costs of revenue | 3,077,071 | 3,307,159 | 3,411,149 |
Income from operations | 236,381 | 257,403 | 270,841 |
Interest expense and other, net | 34,758 | 38,158 | 25,818 |
Income before income taxes | 201,623 | 219,245 | 245,023 |
Income taxes | 75,327 | 83,326 | 92,347 |
Net income | 126,296 | 135,919 | 152,676 |
Noncontrolling interest | (101) | (603) | (987) |
Net income attributable to CACI | $ 126,195 | $ 135,316 | $ 151,689 |
Basic earnings per share (in dollars per share) | $ 5.27 | $ 5.78 | $ 6.59 |
Diluted earnings per share (in dollars per share) | $ 5.17 | $ 5.38 | $ 6.35 |
Weighted-average basic shares outstanding (in shares) | 23,948 | 23,429 | 23,010 |
Weighted-average diluted shares outstanding (in shares) | 24,388 | 25,155 | 23,885 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income | $ 126,296 | $ 135,919 | $ 152,676 |
Other comprehensive (loss) income, net of tax: | |||
Foreign currency translation adjustment | (11,943) | 13,333 | (2,567) |
Effects of post-retirement adjustments | (237) | (257) | 324 |
Change in fair value of interest rate swap agreements | (2,398) | (3,643) | 262 |
Other comprehensive (loss) income, net of tax | (14,578) | 9,433 | (1,981) |
Comprehensive income | 111,718 | 145,352 | 150,695 |
Noncontrolling interest | (101) | (603) | (987) |
Comprehensive income attributable to CACI | $ 111,617 | $ 144,749 | $ 149,708 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 35,364 | $ 64,461 |
Accounts receivable, net | 596,155 | 615,580 |
Deferred income taxes | 10,350 | 22,694 |
Prepaid expenses and other current assets | 34,591 | 33,114 |
Total current assets | 676,460 | 735,849 |
Goodwill | 2,189,816 | 2,188,569 |
Intangible assets, net | 195,182 | 230,410 |
Property and equipment, net | 63,689 | 68,485 |
Supplemental retirement savings plan assets | 89,012 | 88,465 |
Accounts receivable, long-term | 8,188 | 8,714 |
Other long-term assets | 34,769 | 38,646 |
Total assets | 3,257,116 | 3,359,138 |
Current liabilities: | ||
Current portion of long-term debt | 38,965 | 41,563 |
Accounts payable | 56,840 | 55,811 |
Accrued compensation and benefits | 185,830 | 183,361 |
Other accrued expenses and current liabilities | 118,046 | 141,852 |
Total current liabilities | 399,681 | 422,587 |
Long-term debt, net of current portion | 1,029,335 | 1,238,728 |
Supplemental retirement savings plan obligations, net of current portion | 76,860 | 77,457 |
Deferred income taxes | 210,587 | 197,847 |
Other long-term liabilities | 60,381 | 63,353 |
Total liabilities | $ 1,776,844 | $ 1,999,972 |
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; 41,622 issued and 24,184 outstanding at June 30, 2015 and 41,441 issued and 23,500 outstanding at June 30, 2014 | $ 4,162 | $ 4,144 |
Additional paid-in capital | 547,979 | 537,334 |
Retained earnings | 1,519,149 | 1,392,954 |
Accumulated other comprehensive loss | (14,960) | (382) |
Treasury stock, at cost (17,438 and 17,941 shares, respectively) | (576,193) | (577,167) |
Total CACI shareholders' equity | 1,480,137 | 1,356,883 |
Noncontrolling interest | 135 | 2,283 |
Total shareholders' equity | 1,480,272 | 1,359,166 |
Total liabilities and shareholders' equity | $ 3,257,116 | $ 3,359,138 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares shares in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | ||
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 80,000 | 80,000 |
Common stock, shares issued | 41,622 | 41,441 |
Common stock, shares outstanding | 24,184 | 23,500 |
Treasury stock, shares at cost | 17,438 | 17,941 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 126,296 | $ 135,919 | $ 152,676 |
Reconciliation of net income to net cash provided by operating activities: | |||
Depreciation and amortization | 66,083 | 65,181 | 54,078 |
Non-cash interest expense | 11,421 | 12,868 | |
Amortization of deferred financing costs | 2,639 | 2,940 | 2,073 |
Loss on extinguishment of debt | 272 | 4,116 | |
Stock-based compensation expense | 14,072 | 11,557 | 8,832 |
Deferred income tax expense | 27,022 | 15,559 | 31,102 |
Equity in earnings of unconsolidated joint ventures | (874) | (1,656) | (2,620) |
Changes in operating assets and liabilities, net of effect of business acquisitions: | |||
Accounts receivable, net | 18,889 | 91,010 | 32,265 |
Prepaid expenses and other assets | (2,057) | (4,666) | (6,112) |
Accounts payable and other accrued expenses | (21,484) | (119,997) | (5,750) |
Accrued compensation and benefits | 2,776 | (20,416) | (23,744) |
Income taxes payable and receivable | (3,630) | 6,710 | (17,188) |
Deferred rent | (4,323) | (1,151) | (2,861) |
Supplemental retirement savings plan obligations and other long-term liabilities | (2,466) | 2,116 | 13,712 |
Net cash provided by operating activities | 223,215 | 198,643 | 249,331 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Capital expenditures | (17,444) | (15,279) | (15,439) |
Cash paid for business acquisitions, net of cash acquired | (14,972) | (839,050) | (107,021) |
Net investments in unconsolidated joint ventures | 391 | 3,550 | (838) |
Other | 629 | (876) | (4,119) |
Net cash used in investing activities | (31,396) | (851,655) | (127,417) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from borrowings under bank credit facilities, net of financing costs | 438,969 | 1,577,000 | 838,000 |
Principal payments made under bank credit facilities | (650,141) | (902,781) | (790,500) |
Payment of financing costs under bank credit facilities | (2,279) | (13,369) | (612) |
Payment of contingent consideration | (3,294) | (3,187) | |
Proceeds from employee stock purchase plans | 3,287 | 3,527 | 4,505 |
Proceeds from exercise of stock options | 691 | 13,050 | |
Repurchases of common stock | (3,400) | (3,653) | (127,529) |
Payment of taxes for equity transactions | (7,378) | (9,764) | (7,605) |
Other | 1,390 | 3,836 | 853 |
Net cash (used in) provided by financing activities | (218,861) | 651,502 | (73,025) |
Effect of exchange rate changes on cash and cash equivalents | (2,055) | 1,634 | (292) |
Net (decrease) increase in cash and cash equivalents | (29,097) | 124 | 48,597 |
Cash and cash equivalents, beginning of year | 64,461 | 64,337 | 15,740 |
Cash and cash equivalents, end of year | 35,364 | 64,461 | 64,337 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||
Cash paid for income taxes, net of refunds | 45,068 | 52,268 | 76,573 |
Cash paid for interest | 33,491 | 23,877 | 13,429 |
Non-cash financing and investing activities: | |||
Accrued capital expenditures | $ 1,349 | ||
Landlord-financed leasehold improvements | $ 2,190 | $ 3,030 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total CACI Shareholders' Equity | Noncontrolling Interest | Total |
Beginning balance at Jun. 30, 2012 | $ 4,062 | $ 525,121 | $ 1,105,949 | $ (7,834) | $ (465,303) | $ 1,161,995 | $ 2,450 | $ 1,164,445 | |
Beginning balance, shares at Jun. 30, 2012 | 40,626 | 15,988 | |||||||
Net income attributable to CACI | 151,689 | 151,689 | 151,689 | ||||||
Noncontrolling interest in earnings of joint venture | 987 | 987 | |||||||
Stock-based compensation expense | 8,832 | 8,832 | 8,832 | ||||||
Exercise of stock options and vesting of restricted stock units | $ 55 | (5,191) | (5,136) | (5,136) | |||||
Exercise of stock options and vesting of restricted stock units (in shares) | 546 | ||||||||
Change in fair value of interest rate swap agreements, net | 262 | 262 | 262 | ||||||
Currency translation adjustment | (2,567) | (2,567) | (2,567) | ||||||
Repurchases of common stock | $ (115,201) | (115,201) | (115,201) | ||||||
Repurchases of common stock (in shares) | 2,059 | ||||||||
Treasury stock issued under stock purchase plans | 1,392 | $ 3,313 | 4,705 | 4,705 | |||||
Treasury stock issued under stock purchase plans (in shares) | (97) | ||||||||
Post-retirement benefit costs | 324 | 324 | 324 | ||||||
Net distributions to noncontrolling interest | (768) | (768) | |||||||
Ending balance at Jun. 30, 2013 | $ 4,117 | 530,154 | 1,257,638 | (9,815) | $ (577,191) | 1,204,903 | 2,669 | 1,207,572 | |
Ending balance, shares at Jun. 30, 2013 | 41,172 | 17,950 | |||||||
Net income attributable to CACI | 135,316 | 135,316 | 135,316 | ||||||
Noncontrolling interest in earnings of joint venture | 603 | 603 | |||||||
Stock-based compensation expense | 11,557 | 11,557 | 11,557 | ||||||
Exercise of stock options and vesting of restricted stock units | $ 27 | (4,414) | (4,387) | (4,387) | |||||
Exercise of stock options and vesting of restricted stock units (in shares) | 269 | ||||||||
Change in fair value of interest rate swap agreements, net | (3,643) | (3,643) | (3,643) | ||||||
Currency translation adjustment | 13,333 | 13,333 | 13,333 | ||||||
Repurchases of common stock | $ (3,495) | (3,495) | (3,495) | ||||||
Repurchases of common stock (in shares) | 53 | ||||||||
Acquisition of common stock from call option, value | 106,799 | $ (106,799) | |||||||
Acquisition of common stock from call option (in shares) | 1,431 | ||||||||
Treasury stock issued for conversion of the Convertible Notes | (106,799) | $ 106,799 | |||||||
Treasury stock issued for conversion of the Convertible Notes (in shares) | (1,431) | ||||||||
Treasury stock issued under stock purchase plans | 37 | $ 3,519 | 3,556 | 3,556 | |||||
Treasury stock issued under stock purchase plans (in shares) | (62) | ||||||||
Post-retirement benefit costs | (257) | (257) | (257) | ||||||
Net distributions to noncontrolling interest | (989) | (989) | |||||||
Ending balance at Jun. 30, 2014 | $ 4,144 | 537,334 | 1,392,954 | (382) | $ (577,167) | 1,356,883 | 2,283 | 1,359,166 | |
Ending balance, shares at Jun. 30, 2014 | 41,441 | 17,941 | |||||||
Net income attributable to CACI | 126,195 | 126,195 | 126,195 | ||||||
Noncontrolling interest in earnings of joint venture | 101 | 101 | |||||||
Stock-based compensation expense | 14,072 | 14,072 | 14,072 | ||||||
Exercise of stock options and vesting of restricted stock units | $ 18 | (2,862) | (2,844) | (2,844) | |||||
Exercise of stock options and vesting of restricted stock units (in shares) | 181 | ||||||||
Lapse of statute of limitations for uncertain tax position | 438 | 438 | 438 | ||||||
Change in fair value of interest rate swap agreements, net | (2,398) | (2,398) | (2,398) | ||||||
Currency translation adjustment | (11,943) | (11,943) | (11,943) | ||||||
Repurchases of common stock | (158) | $ (3,242) | (3,400) | (3,400) | |||||
Repurchases of common stock (in shares) | 44 | ||||||||
Treasury stock issued upon settlement of warrants, value | (973) | $ 964 | (9) | (9) | |||||
Treasury stock issued upon settlement of warrants (in shares) | (498) | ||||||||
Treasury stock issued under stock purchase plans | 128 | $ 3,252 | 3,380 | 3,380 | |||||
Treasury stock issued under stock purchase plans (in shares) | (49) | ||||||||
Post-retirement benefit costs | (237) | (237) | (237) | ||||||
Net distributions to noncontrolling interest | (2,249) | (2,249) | |||||||
Ending balance at Jun. 30, 2015 | $ 4,162 | $ 547,979 | $ 1,519,149 | $ (14,960) | $ (576,193) | $ 1,480,137 | $ 135 | $ 1,480,272 | |
Ending balance, shares at Jun. 30, 2015 | 41,622 | 17,438 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION Business Activities CACI International Inc, along with its wholly-owned subsidiaries and joint ventures that are more than 50 percent owned or otherwise controlled by it (collectively, the Company), is an international information solutions and services provider to its customers, primarily the U.S. government. Other customers include state and local governments, commercial enterprises and agencies of foreign governments. The Company’s operations are subject to certain risks and uncertainties including, among others, the dependence on contracts with federal government agencies, dependence on revenue derived from contracts awarded through competitive bidding, existence of contracts with fixed pricing, dependence on subcontractors to fulfill contractual obligations, dependence on key management personnel, ability to attract and retain qualified employees, ability to successfully integrate acquired companies, and current and potential competitors with greater resources. Basis of Presentation The accompanying consolidated financial statements of 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 and cash flows for the Company, including its subsidiaries and joint ventures that are more than 50 percent owned or otherwise controlled by the Company. All intercompany balances and transactions have been eliminated in consolidation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2015 | |
Summary Of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and collectability is reasonably assured. The Company generates almost all of its revenue from three different types of contractual arrangements: cost-plus-fee, time and material (T&M), and fixed price contracts. Revenue on cost-plus-fee contracts is recognized to the extent of costs incurred plus an estimate of the applicable fees earned. The Company considers fixed fees under cost-plus-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract. For cost-plus-fee contracts that include performance based fee incentives, and that are subject to the provisions of Accounting Standards Codification (ASC) 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts Revenue Recognition – SEC Materials The Company has several categories of fixed price contracts: fixed unit price, fixed price-level of effort, and fixed price-completion. Revenue on fixed unit price contracts, where specified units of output under service arrangements are delivered, is recognized as units are delivered based on the specified price per unit. Revenue on fixed unit price maintenance contracts is recognized ratably over the length of the service period. Revenue for fixed price-level of effort contracts is recognized based upon the number of units of labor actually delivered multiplied by the agreed rate for each unit of labor. The Company’s fixed price-completion contracts which involve the design and development of complex customer systems are within the scope of ASC 605-35. Revenue is recognized on the percentage-of-completion method using costs incurred in relation to total estimated costs. For fixed price-completion contracts that are not within the scope of ASC 605-35, revenue is generally recognized over the period when services are provided. Contract accounting requires judgment relative to assessing risks, estimating contract revenue and costs, and making assumptions for schedule and technical issues. Due to the size and nature of many of the Company’s contracts, the estimation of total revenue and cost at completion is complicated and subject to many variab les. Contract costs include material, labor, subcontracting costs, and other direct costs, as well as an allocation of allowable indirect costs. Assumptions have to be made regarding the length of time to complete the contract because costs also include ex pected increases in wages and prices for materials. For contract change orders, claims or similar items, the Company applies judgment in estimating the amounts and assessing the potential for realization. These amounts are only included in contract value w hen they can be reliably estimated and realization is considered probable. Incentives or penalties related to performance on contracts are considered in estimating sales and profit rates, and are recorded when there is sufficient information for the Compan y to assess anticipated performance. Estimates of award fees for certain contracts are also a factor in estimating revenue and profit rates based on actual and anticipated awards. From time to time, 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. Revenue associated with such work is recognized only when it can be reliably estimated and realization is probable. The Company bases its estimates on previous experiences with the customer, communications with the customer regarding funding status, and its knowledge of available funding for the contract or program. The Company’s U.S. government contracts comprise 93.7 and 94.0 percent of total revenue in the year ended June 30, 2015 and 2014, respectively and are subject to subsequent government audit of direct and indirect costs. Incurred cost audits have been completed through June 30, 2008. Management does not anticipate any material adjustment to the consolidated financial statements in subsequent periods for audits not yet started or completed. Costs of Revenue Costs of revenue include all direct contract costs including subcontractor costs, as well as indirect overhead costs and selling, general and administrative expenses that are allowable and allocable to contracts under federal procurement standards. Costs of revenue also include costs and expenses that are unallowable under applicable procurement standards, and are not allocable to contracts for billing purposes. Such costs and expenses do not directly generate revenue, but are necessary for business operations. Cash and Cash Equivalents The Company considers all investments with an original maturity of three months or fewer on their trade date to be cash equivalents. The Company classifies investments with an original maturity of more than three months but fewer than twelve months on their trade date as short-term marketable securities. Inventories Inventories are stated at the lower of cost or market using the specific identification cost method, and are recorded within prepaid expenses and other current assets on the accompanying consolidated balance sheets. Accounting for Business Combinations and Goodwill The purchase price of an acquired business is allocated to the tangible assets and separately identifiable intangible assets acquired less liabilities assumed based upon their respective fair values, with the excess recorded as goodwill. The Company evaluates goodwill at least annually for impairment, or whenever events or circumstances indicate that the carrying value may not be recoverable. The evaluation includes comparing the fair value of the relevant reporting unit to the carrying value, including goodwill, of such unit. The level at which the Company tests goodwill for impairment requires management to determine whether the operations below the operating segments constitute a self-sustaining business for which discrete financial information is available and segment management regularly reviews the operating results. If the fair value exceeds the carrying value, no impairment loss is recognized. However, if the carrying value of the reporting unit exceeds its fair value, the goodwill of the reporting unit may be impaired. Impairment is measured by comparing the implied fair value of the goodwill to its carrying value. Separately identifiable intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment if impairment indicators are present. As part of the annual assessment, the Company estimates the fair value of its reporting units using both an income approach and a market approach. The valu ation process considers management’s estimates of the future operating performance of each reporting unit. Companies in similar industries are researched and analyzed and management considers the domestic and international economic and financial market co nditions, both in general and specific to the industry in which the Company operates, prevailing as of the valuation date. The income approach utilizes discounted cash flows. The Company calculates a weighted average cost of capital for each reporting un it in order to estimate the discounted cash flows. The Company evaluates goodwill as of the first day of the fourth quarter. In addition, the Company will perform interim impairment testing should circumstances requiring it arise. The Company completed its annual goodwill assessment as of April 1, 2015 and no impairment charge was necessary as a result of this assessment. Long-Lived Assets (Excluding Goodwill) Long-lived assets such as property and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss would be recognized if the sum of the long-term undiscounted cash flows is less than the carrying amount of the long-lived asset being evaluated. Any write-downs are treated as permanent reductions in the carrying amount of the assets. Property and equipment is recorded at cost. Depreciation of equipment and furniture has been provided over the estimated useful life of the respective assets (ranging from three to eight years) using the straight-line method. Leasehold improvements are generally amortized using the straight-line method over the remaining lease term or the useful life of the improvements, whichever is shorter. Repairs and maintenance costs are expensed as incurred. Separately identifiable intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values. External Software Development Costs Costs incurred in creating a software product to be sold or licensed for external use are charged to expense when incurred as indirect costs and selling expenses until technological feasibility has been established for the software. Technological feasibility is established upon completion of a detailed program design or, in its absence, completion of a working software version. Thereafter, all such software development costs are capitalized and subsequently reported at the lower of unamortized cost or estimated net realizable value. Capitalized costs are amortized on a straight-line basis over the remaining estimated economic life of the product. Supplemental Retirement Savings Plan The Company maintains the CACI International Inc Group Executive Retirement Plan (the Supplemental Savings Plan) and maintains the underlying assets in a Rabbi Trust. The Supplemental Savings Plan is a non-qualified defined contribution supplemental retirement savings plan for certain key employees whereby participants may elect to defer and contribute a portion of their compensation, as permitted by the plan. Each participant directs his or her investments in the Supplemental Savings Plan (see Note 20). A Rabbi Trust is a grantor trust established to fund compensation for a select group of management. The assets of this trust are available to satisfy the claims of general creditors in the event of bankruptcy of the Company. The assets held by the Rabbi Trust are invested in corporate owned life insurance (COLI) products. The COLI products are recorded at cash surrender value in the consolidated financial statements as supplemental retirement savings plan assets. The amounts due to participants are based on contributions, participant investment elections, and other participant activity and are recorded as supplemental retirement savings plan obligations. Income Taxes Income taxes are accounted for using the asset and liability method whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of assets and liabilities, and their respective tax bases, and operating loss and tax credit carry forwards. The Company accounts for tax contingencies in accordance with updates made to ASC 740-10-25, Income Taxes – Recognition Costs of Acquisitions Costs associated with legal, financial and other professional advisors related to acquisitions, whether successful or unsuccessful, are expensed as incurred. Foreign Currency Translation The assets and liabilities of the Company’s foreign subsidiaries whose functional currency is other than the U.S. dollar are translated at the exchange rate in effect on the reporting date, and income and expenses are translated at the weighted-average exchange rate during the period. The Company’s primary practice is to negotiate contracts in the same currency in which the predominant expenses are incurred, thereby mitigating the exposure to foreign currency fluctuations. The net translation gains and losses are not included in determining net income, but are accumulated as a separate component of shareholders’ equity. Foreign currency transaction gains and losses are included in determining net income, but are insignificant. These costs are included as indirect costs and selling expenses in the accompanying consolidated statements of operations. Earnings Per Share Basic earnings per share excludes dilution and is computed by dividing income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock but not securities that are anti-dilutive, including stock options and stock settled stock appreciation rights (SSARs) with an exercise price greater than the average market price of the Company’s common stock. Using the treasury stock method, diluted earnings per share includes the incremental effect of SSARs, stock options, restricted shares, and those restricted stock unit (RSUs) that are no longer subject to a market or performance condition. Information about the weighted-average number of basic and diluted shares is presented in Note 23. Fair Value of Financial Instruments 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 under its bank credit facility approximates its carrying value at June 30, 2015. The fair value of the Company’s debt under its bank credit facility was estimated using market data on companies with a corporate rating similar to CACI’s that have recently priced credit facilities. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk include accounts receivable and cash equivalents. Management believes that credit risk related to the Company’s accounts receivable is limited due to a large number of customers in differing segments and agencies of the U.S. government. Accounts receivable credit risk is also limited due to the credit worthiness of the U.S. government. Management believes the credit risk associated with the Company’s cash equivalents is limited due to the credit worthiness of the obligors of the investments underlying the cash equivalents. In addition, although the Company maintains cash balances at financial institutions that exceed federally insured limits, these balances are placed with high quality financial institutions. Comprehensive Income Comprehensive income is the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Other comprehensive income refers to revenue, expenses, and gains and losses that under U.S. GAAP are included in comprehensive income, but excluded from the determination of net income. The elements within other comprehensive income consist of foreign currency translation adjustments; the changes in the fair value of interest rate swap agreements, net of tax of $1.6 million for the year ended June 30, 2015; and differences between actual amounts and estimates based on actuarial assumptions and the effect of changes in actuarial assumptions made under the Company’s post-retirement benefit plans, net of tax (see Note 15). As of June 30, 2015 and 2014, accumulated other comprehensive income included a loss of $6.7 million and a gain of $5.2 million, respectively, related to foreign currency translation adjustments, a loss of $7.1 million and $4.7 million, respectively, related to the fair value of its interest rate swap agreements, and a loss of $1.2 million and $0.9 million, respectively, related to unrecognized post-retirement costs. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. The significant management estimates include estimated costs to complete fixed-price contracts, estimated award fees for contracts accounted for under ASC 605-35, amortization periods for long-lived intangible assets, recoverability of long-lived assets, reserves for accounts receivable, reserves for contract related matters, reserves for unrecognized tax benefits, and loss contingencies. Actual results could differ from these estimates. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. |
RECENTLY ISSUED ACCOUNTING PRON
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Jun. 30, 2015 | |
Recently Issued Accounting Pronouncements [Abstract] | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | NOTE 3. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In April 2015 , , Simplifying the Presentation of Debt Issuance Costs. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. On July 9, 2015, the FASB approved a one-year deferral of the effective date of the standard to annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2017, using either a full retrospective approach or a modified approach. Early adoption up to the original effective date is permitted. The Company is currently evaluating the impact that the adoption of ASU 2014-09 may have on the Company’s consolidated financial statements and has not yet determined the method by which the Company will adopt the standard. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 4. ACQUISITIONS Year Ended June 30, 2015 On April 1, 2015, CACI acquired 100 percent of the outstanding shares of LTC Engineering Associates, Inc. (LTC) for a purchase price of $16.0 million. Headquartered in Florida, LTC employs approximately 50 associates. LTC is a highly specialized provider of technical engineering solutions and services to the intelligence and DoD communities in the areas of software engineering, cybersecurity, signals intelligence, communications intelligence, and digital signals processing. This acquisition expands our capabilities in our C4ISR, intelligence, and cyber market areas and complements our 2013 acquisition of Six3 Systems, Inc. CACI recorded $8.9 million of goodwill and $4.8 million of intangible assets related to customer relationships associated with this acquisition. Year Ended June 30, 2014 On November 15, 2013, CACI acquired 100 percent of the outstanding shares of Six3 Systems. Six3 Systems provides highly specialized support to the national security community in the areas of cyber and signals intelligence; intelligence, surveillance, and reconnaissance; and intelligence operations. The acquisition expanded CACI’s high-growth Cyberspace market, as well as built on CACI’s capabilities in its high-volume C4ISR and Intelligence markets. In connection with the acquisition, on November 15, 2013, CACI entered into a fifth amendment (the Amendment) to its credit agreement dated as of October 21, 2010 (the Credit Agreement). The Amendment modified the Credit Agreement to allow for the incurrence of $700 million in additional term loans and a $100 million increase in the revolving facility to finance the acquisition of Six3 Systems. The initial purchase consideration paid at closing in cash to acquire Six3 Systems was $820.0 million plus $25.8 million representing the estimated cash and net working capital adjustment, as defined in the agreement. Of the payment made at closing, $5.0 million was deposited into an escrow account pending final determination of the cash and net working capital acquired and $35.0 million was deposited into an escrow account to secure the sellers’ indemnification obligations (the Indemnification Amount). During the three months ended March 31, 2014, the parties agreed on the final cash and net working capital acquired and the $5.0 million in escrow was distributed in full to the sellers. Any remaining Indemnification Amount at the end of the indemnification period not encumbered as a result of one or more indemnification claims will be distributed to the sellers. The fair values assigned to the intangible assets acquired were based on estimates, assumptions, and other information compiled by management, including independent valuations that utilized established valuation techniques. Based on the Company’s valuation, the total consideration of $847.3 million, which includes a final cash and net working capital adjustment of $1.4 million, has been allocated to assets acquired (including identifiable intangible assets and goodwill) and liabilities assumed (including deferred taxes on identifiable intangible assets that are not deductible for income tax purposes), as follows (in thousands): Cash $ 10,166 Accounts receivable 80,615 Prepaid expenses and other current assets 17,551 Property and equipment 8,051 Customer contracts and customer relationships 164,300 Goodwill 702,747 Other assets 598 Accounts payable (9,047 ) Accrued expenses and other current liabilities (63,417 ) Long-term deferred tax liability (64,275 ) Total consideration $ 847,289 The goodwill of $702.7 million is largely attributed to the specialized workforce and the expected synergies between the Company and Six3 Systems. The value attributed to customer contracts and customer relationships is being amortized on an accelerated basis over approximately 14 years. Of the value attributed to goodwill, $55.1 million is deductible for income tax purposes. From the date of acquisition through June 30 , 201 4 , Six3 Systems generated $ 268.4 million of revenue and $ 8.9 million of net income. Six3 Systems’ net income includes the impact of $ 12.9 million of amortization of customer contracts and customer relationships, as well as $ 4.2 million in expense associated with retention bonuses associ ated with retention agreements with certain Six3 Systems executives. The agreements provide for a payment upon the one and two year anniversaries of the acquisition, dependent upon continued employment by the executive as an employee of the Company. Six3 Systems’ net income does not include the impact of acquisition-related expenses incurred by CACI. CACI incurred $11.7 million of acquisition-related expenses during the year ended June 30, 2014, including expenses associated with retention bonuses. In addition, CACI incurred a $4.1 million indirect loss on extinguishment of debt. See Note 13 for additional information on the loss on extinguishment. 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 Six3 Systems acquisition had occurred on July 1, 2012 (in thousands except per share amounts): (Unaudited) Year ended June 30, 2014 2013 Revenue $ 3,742,394 $ 4,121,447 Net income 150,881 152,406 Basic earnings per share 6.44 6.62 Diluted earnings per share 6.00 6.38 Year Ended June 30, 2013 During the year ended June 30, 2013, the Company completed acquisitions of three businesses in the United States. The total consideration recorded to acquire these three businesses, including the amounts paid at closing and additional payments made subsequent to closing based on the final agreed net worth of the assets acquired in each acquisition, was approximately $106.4 million. The Company recognized fair values of the assets acquired and liabilities assumed and allocated $71.5 million to goodwill and $19.9 million to other intangible assets, primarily customer relationships, with the balance allocated to net tangible assets and liabilities assumed. These fair values represented management’s calculations of the fair values as of the acquisition dates and were based on analysis of supporting information. |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 12 Months Ended |
Jun. 30, 2015 | |
Cash And Cash Equivalents [Abstract] | |
CASH AND CASH EQUIVALENTS | NOTE 5. CASH AND CASH EQUIVALENTS Cash and cash equivalents consisted of the following (cost approximates fair value) (in thousands): June 30, 2015 2014 Cash $ 31,768 $ 62,560 Money market funds 3,596 1,901 Total cash and cash equivalents $ 35,364 $ 64,461 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Jun. 30, 2015 | |
Accounts Receivable [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 6. ACCOUNTS RECEIVABLE Total accounts receivable, net of allowance for doubtful accounts of $3.2 million and $3.7 million at June 30, 2015 and 2014, respectively, consisted of the following (in thousands): June 30, 2015 2014 Billed receivables $ 444,869 $ 473,527 Billable receivables at end of period 102,796 84,784 Unbilled receivables pending receipt of contractual documents authorizing billing 48,490 57,269 Total accounts receivable, current 596,155 615,580 Unbilled receivables, retainages and fee withholdings expected to be billed beyond the next 12 months 8,188 8,714 Total accounts receivable $ 604,343 $ 624,294 |
GOODWILL
GOODWILL | 12 Months Ended |
Jun. 30, 2015 | |
Goodwill [Abstract] | |
GOODWILL | NOTE 7. GOODWILL The changes in the carrying amount of goodwill for the years ended June 30, 2015 and 2014 are as follows (in thousands): Balance at June 30, 2013 $ 1,476,965 Goodwill acquired 702,747 Foreign currency translation 8,857 Balance at June 30, 2014 $ 2,188,569 Goodwill acquired 8,946 Foreign currency translation (7,699 ) Balance at June 30, 2015 $ 2,189,816 The FY2015 additions to goodwill are due to the fourth quarter acquisition of LTC and the FY2014 additions to goodwill are due to the acquisition of Six3 Systems. See Note 4 for additional information. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Jun. 30, 2015 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 8. INTANGIBLE ASSETS Intangible assets consisted of the following (in thousands): June 30, 2015 2014 Intangible assets Customer contracts and related customer relationships $ 520,213 $ 516,973 Acquired technologies 27,177 27,177 Covenants not to compete 3,417 3,472 Other 1,581 1,601 Intangible assets 552,388 549,223 Less accumulated amortization Customer contracts and related customer relationships (328,217 ) (291,583 ) Acquired technologies (24,728 ) (23,119 ) Covenants not to compete (3,241 ) (3,131 ) Other (1,020 ) (980 ) Accumulated amortization (357,206 ) (318,813 ) Total intangible assets, net $ 195,182 $ 230,410 Intangible assets are primarily amortized on an accelerated basis over periods ranging from one to fifteen years. The weighted-average period of amortization for customer contracts and related customer relationships as of June 30, 2015 is 13.3 years, and the weighted-average remaining period of amortization is 11.0 years. The weighted-average period of amortization for acquired technologies as of June 30, 2015 is 10.0 years, and the weighted-average remaining period of amortization is 4.6 years. Amortization expense for the years ended June 30, 2015, 2014 and 2013 was $39.5 million, $38.6 million, and $30.5 million, respectively. Expected amortization expense for each of the fiscal years through June 30, 2020 and for years thereafter is as follows (in thousands): Amount Year ending June 30, 2016 $ 33,139 Year ending June 30, 2017 29,810 Year ending June 30, 2018 25,752 Year ending June 30, 2019 21,293 Year ending June 30, 2020 17,375 Thereafter 67,813 Total intangible assets, net $ 195,182 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Jun. 30, 2015 | |
Property And Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 9. PROPERTY AND EQUIPMENT Property and equipment consisted of the following (in thousands): June 30, 2015 2014 Equipment and furniture $ 107,098 $ 99,144 Leasehold improvements 79,508 80,412 Property and equipment, at cost 186,606 179,556 Less accumulated depreciation and amortization (122,917 ) (111,071 ) Total property and equipment, net $ 63,689 $ 68,485 Depreciation expense, including amortization of leasehold improvements, was $22.7 million, $22.7 million and $21.1 million for the years ended June 30, 2015, 2014 and 2013, respectively. |
CAPITALIZED EXTERNAL SOFTWARE D
CAPITALIZED EXTERNAL SOFTWARE DEVELOPMENT COSTS | 12 Months Ended |
Jun. 30, 2015 | |
Capitalized External Software Development Costs [Abstract] | |
CAPITALIZED EXTERNAL SOFTWARE DEVELOPMENT COSTS | NOTE 10. CAPITALIZED EXTERNAL SOFTWARE DEVELOPMENT COSTS A summary of changes in capitalized external software development costs, including costs capitalized and amortized during each of the years in the three-year period ended June 30, 2015, is as follows (in thousands): Year ended June 30, 2015 2014 2013 Capitalized software development costs, beginning of year $ 16,594 $ 12,742 $ 6,448 Costs capitalized 2,572 7,742 8,842 Amortization (3,911 ) (3,890 ) (2,548 ) Capitalized software development costs, end of year $ 15,255 $ 16,594 $ 12,742 Capitalized software development costs are presented within other current assets and other long-term assets in the accompanying consolidated balance sheets. |
ACCRUED COMPENSATION AND BENEFI
ACCRUED COMPENSATION AND BENEFITS | 12 Months Ended |
Jun. 30, 2015 | |
Accrued Compensation And Benefits [Abstract] | |
ACCRUED COMPENSATION AND BENEFITS | NOTE 11. ACCRUED COMPENSATION AND BENEFITS Accrued compensation and benefits consisted of the following (in thousands): June 30, 2015 2014 Accrued salaries and withholdings $ 97,513 $ 100,503 Accrued leave 66,162 63,392 Accrued fringe benefits 22,155 19,466 Total accrued compensation and benefits $ 185,830 $ 183,361 |
OTHER ACCRUED EXPENSES AND CURR
OTHER ACCRUED EXPENSES AND CURRENT LIABILITIES | 12 Months Ended |
Jun. 30, 2015 | |
Other Accrued Expenses And Current Liabilities [Abstract] | |
OTHER ACCRUED EXPENSES AND CURRENT LIABILITIES | NOTE 12. OTHER ACCRUED EXPENSES AND CURRENT LIABILITIES Other accrued expenses and current liabilities consisted of the following (in thousands): June 30, 2015 2014 Vendor obligations $ 76,729 $ 88,617 Deferred revenue 25,898 33,584 Other 15,419 19,651 Total other accrued expenses and current liabilities $ 118,046 $ 141,852 |
LONG TERM DEBT
LONG TERM DEBT | 12 Months Ended |
Jun. 30, 2015 | |
Long-Term Debt [Abstract] | |
LONG TERM DEBT | NOTE 13. LONG TERM DEBT Long-term debt consisted of the following (in thousands): June 30, 2015 2014 Bank credit facility – term loans $ 779,297 $ 810,469 Bank credit facility – revolver loans 295,000 475,000 Principal amount of long-term debt 1,074,297 1,285,469 Less unamortized debt issuance costs (5,997 ) (5,178 ) Total long-term debt 1,068,300 1,280,291 Less current portion (38,965 ) (41,563 ) Long-term debt, net of current portion $ 1,029,335 $ 1,238,728 Bank Credit Facility The Company has a $1,681.3 million credit facility (the Credit Facility), which consists of an $850.0 million revolving credit facility (the Revolving Facility) and an $831.3 million term loan (the Term Loan). The Revolving Facility has subfacilities of $75.0 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 on November 15, 2013 in connection with the Company’s acquisition of Six3 Systems. See Note 4. Prior to the amendment, the Credit Facility consisted of a $750.0 million revolving credit facility and a $150.0 million term loan. In connection with the amendment, which allowed for the incurrence of $700.0 million of additional term loans and a $100.0 million incre ase in the Revolving Facility, the Company evaluated each creditor with ownership in the debt before and after the additional borrowings to determine whether the additional borrowings should be accounted for as a modification or an extinguishment of debt a s it relates to each individual holder. As a result of this analysis, the Company recorded a $4.1 million loss on extinguishment within indirect costs and selling expenses in the three month period ended December 31, 2013. The Credit Facility was also am ended on April 22, 2015, primarily to (i) extend the maturity of the Term Loan and Revolving Facility to June 1, 2020; (ii) revise the consolidated senior secured leverage ratio; and (iii) revise the amortization of the principal amount of the Term Loan to reflect the current Team Loan balance and extended maturity. Based on the change in creditor ownership and the aforementioned amendment, the Company recorded a $0.3 million loss on extinguishment in the fourth quarter of FY15 . The Revolving Facility is a secured facility that permits continuously renewable borrowings of up to $850.0 million. As of June 30, 2015, the Company had $295.0 million outstanding under the Revolving Facility, no borrowings on the swing line and outstanding letters of credit of $0.5 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 $9.7 million through June 30, 2018 and $19.5 million thereafter until the balance is due in full on June 1, 2020. As of June 30, 2015, the Company had $779.3 million outstanding under the Term Loan. The interest rates applicable to loans under the Credit Facility are floating interest rates that, at the Company’s option, equal a base rate or a Eurodollar rate plus, in each case, an applicable rate based upon the Company’s consolidated total leverage ratio. As of June 30, 2015, 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 2.89 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 June 30, 2015, 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. The Company has capitalized $11.3 million of debt issuance costs associated with the Credit Facility as of the April 22, 2015 amendment. All debt issuance costs are being amortized from the date incurred to the expiration date of the Credit Facility. As of June 30, 2015, $6.0 million of the unamortized balance is included in long-term debt and $4.7 million is included in other long-term assets. On May 21, 2015, we entered into a seventh amendment to the Credit Facility which amended the definition of change of control with relation to the composition of the Board of Directors. Convertible Notes Payable Effective May 16, 2007, the Company issued at par value $300.0 million convertible notes (the Convertible Notes) which matured on May 1, 2014. Upon maturity the aggregate conversion value was $406.8 million. Accordingly, the Company paid note holders the outstanding principal value totaling $300.0 million in cash and issued approximately 1.4 million shares of our common stock for the remaining aggregate conversion value. Concurrently with the issuance of our common stock upon conversion, the Company received 1.4 million shares of our common stock pursuant to the terms of the call option hedge transaction described below. The Company included these shares within treasury stock on our consolidated balance sheet. The Company separately accounted for the liability and the equity (conversion option) components of the Notes and recognized interest expense on the Notes using an interest rate in effect for comparable debt instruments that do not contain conversion features. The effective interest rate for the Notes excluding the conversion option was determined to be 6.9 percent on initial recognition . The f air value of the liability component of the Notes was calculated to be $221.9 million at May 16, 2007, the date of issuance. The excess of the $300.0 million of gross proceeds over the $221.9 million fair value of the liability component, or $78.1 million, represents the fair value of the equity component, which was recorded, net of income tax effect, as additional paid-in capital within shareholders’ equity. This $78.1 million difference represents a debt discount that was amortized over the seven-year ter m of the Notes as a non-cash component of interest expense and was fully amortized at maturity. The components of interest expense related to the Notes were as follows (in thousands): June 30, 2015 2014 2013 Coupon interest $ — $ 5,313 $ 6,375 Non-cash amortization of discount — 11,421 12,868 Amortization of issuance costs — 683 820 Total $ — $ 17,417 $ 20,063 In connection with the issuance of the Convertible Notes, we entered into separate call option hedge and warrant transactions to reduce the potential dilutive impact upon the conversion of the Convertible Notes. The Call Options and the Warrants (each as defined below) are separate and legally distinct instruments that bind CACI and the counterparties and have no binding effect on the holders of the Convertible Notes. Call Options and Warrants In conjunction with the issuance of the Convertible Notes in May 2007, the Company purchased in a private transaction at a cost of $84.4 million call options (the Call Options) to purchase approximately 5.5 million shares of its common stock at a price equal to the conversion price of $54.65 per share. The cost of the Call Options was recorded as a reduction of additional paid-in capital. The Call Options allowed CACI to receive shares of its common stock from the counterparties equal to the amount of common stock related to the excess conversion value that CACI would pay the holders of the Convertible Notes upon conversion. The Company exercised the call options upon the maturity and conversion of the Convertible Notes and received 1.4 million shares of our common stock. In addition the Company sold warrants (the Warrants) to issue approximately 5.5 million shares of CACI common stock at a strike price of $68.31 per share. The proceeds from the sale of the Warrants totaled $56.5 million and were recorded as an increase to additional paid-in capital. The Warrants settled daily over 90 trading days which began in August 2014 and ended in December 2014. We issued 497,550 shares for the settlement of the Warrants. 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 as of June 30. The Company has entered into several floating-to-fixed interest rate swap agreements for an aggregate notional amount of $600.0 million which hedge a portion of the Company’s floating rate indebtedness. The swaps mature at various dates through 2020. 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. The effective portion of such gains or losses is recorded as a component of accumulated other comprehensive income or loss, while the ineffective portion of such gains or losses is recorded as a component of interest expense. 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 condensed consolidated statements of operations and accumulated other comprehensive loss for the years ended June 30, 2015, 2014 and 2013 is as follows (in thousands): Interest Rate Swaps 2015 2014 2013 (Loss) gain recognized in other comprehensive income $ (9,422 ) $ (4,999 ) $ 262 Amounts reclassified to earnings from accumulated other comprehensive loss $ 7,024 $ 1,356 $ — Net current period other comprehensive income (loss) $ (2,398 ) $ (3,643 ) $ 262 The aggregate maturities of long-term debt at June 30, 2015 are as follows (in thousands): Year ending June 30, 2016 $ 38,965 2017 38,965 2018 38,965 2019 77,930 2020 879,472 Principal amount of long-term debt 1,074,297 Less unamortized debt issuance costs (5,997 ) Total long-term debt $ 1,068,300 |
LEASES
LEASES | 12 Months Ended |
Jun. 30, 2015 | |
Leases [Abstract] | |
LEASES | NOTE 14. LEASES The Company conducts its operations from leased office facilities, all of which are classified as operating leases and expire over the next 10 years. Future minimum lease payments due under non-cancelable leases as of June 30, 2015, are as follows (in thousands): Year ending June 30: 2016 $ 47,178 2017 40,617 2018 30,883 2019 27,797 2020 24,930 Thereafter 36,929 Total minimum lease payments $ 208,334 The minimum lease payments above are shown net of sublease rental income of $0.2 million scheduled to be received over the next 28 months under non-cancelable sublease agreements. Rent expense incurred under operating leases for the years ended June 30, 2015, 2014, and 2013 totaled $54.6 million, $51.8 million, and $50.6 million, respectively. |
OTHER LONG-TERM LIABILITIES
OTHER LONG-TERM LIABILITIES | 12 Months Ended |
Jun. 30, 2015 | |
Other Long-Term Liabilities [Abstract] | |
OTHER LONG-TERM LIABILITIES | NOTE 15. OTHER LONG-TERM LIABILITIES Other long-term liabilities consisted of the following (in thousands): June 30, 2015 2014 Deferred rent, net of current portion $ 28,038 $ 31,662 Interest rate swap agreements 11,728 7,774 Deferred revenue 7,784 8,397 Accrued post-retirement obligations 6,103 5,557 Reserve for unrecognized tax benefits 5,880 9,138 Other 848 825 Total other long-term liabilities $ 60,381 $ 63,353 Deferred rent liabilities result from recording rent expense and incentives for tenant improvements on a straight-line basis over the life of the respective lease. Accrued post-retirement obligations include projected liabilities for benefits the Company is obligated to provide under long-term care, group health, and executive life insurance plans, each of which is unfunded. Plan benefits are provided to certain current and former executives, their dependents and other eligible employees, as defined. Post-retirement obligations also include accrued benefits under supplemental retirement benefit plans covering certain executives. The expense recorded under these plans was $0.3 million and $0.3 million during the years ended June 30, 2015 and 2014, respectively. The Company has entered into floating-to-fixed interest rate swap agreements related to a portion of the Company’s floating rate indebtedness (see Note 13). The fair value of the swap agreements as of June 30, 2015 and 2014 is a liability of approximately $11.7 million and $7.8 million, respectively. |
BUSINESS SEGMENT, CUSTOMER AND
BUSINESS SEGMENT, CUSTOMER AND GEOGRAPHIC INFORMATION | 12 Months Ended |
Jun. 30, 2015 | |
Business Segment Information [Abstract] | |
BUSINESS SEGMENT, CUSTOMER AND GEOGRAPHIC INFORMATION | NOTE 16. BUSINESS SEGMENT, CUSTOMER AND GEOGRAPHIC INFORMATION 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 does not measure revenue or profit by its major market areas or service offerings, either for internal management or external financial reporting purposes, as it would be impractical to do so. 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 attributable to CACI. Summarized financial information concerning the Company’s reportable segments is shown in the following tables. Domestic Operations International Operations Total (in thousands) Year Ended June 30, 2015 Revenue from external customers $ 3,168,864 $ 144,588 $ 3,313,452 Net income attributable to CACI 114,658 11,537 126,195 Net assets 1,343,152 137,120 1,480,272 Goodwill 2,108,767 81,049 2,189,816 Total long-term assets 2,478,206 102,450 2,580,656 Total assets 3,070,510 186,606 3,257,116 Capital expenditures 15,324 2,120 17,444 Depreciation and amortization 61,587 4,496 66,083 Year Ended June 30, 2014 Revenue from external customers $ 3,421,544 $ 143,018 $ 3,564,562 Net income attributable to CACI 124,599 10,717 135,316 Net assets 1,221,641 137,525 1,359,166 Goodwill 2,099,821 88,748 2,188,569 Total long-term assets 2,509,992 113,297 2,623,289 Total assets 3,170,121 189,017 3,359,138 Capital expenditures 13,737 1,542 15,279 Depreciation and amortization 61,207 3,974 65,181 Year Ended June 30, 2013 Revenue from external customers $ 3,547,459 $ 134,531 $ 3,681,990 Net income attributable to CACI 141,741 9,948 151,689 Net assets 1,094,098 113,474 1,207,572 Goodwill 1,397,272 79,693 1,476,965 Total long-term assets 1,669,585 103,705 1,773,290 Total assets 2,333,452 163,619 2,497,071 Capital expenditures 13,667 1,772 15,439 Depreciation and amortization 50,568 3,510 54,078 Interest income and interest expense are not presented above as the amounts attributable to the Company’s international operations are insignificant. Customer Information The Company earned 93.7 percent, 94.0 percent and 94.4 percent of its revenue from various agencies and departments of the U.S. government for the years ended June 30, 2015, 2014 and 2013, respectively. Revenue by customer sector was as follows (dollars in thousands): Year ended June 30, 2015 % 2014 % 2013 % Department of Defense $ 2,217,031 66.9 % $ 2,578,024 72.3 % $ 2,735,102 74.3 % Federal civilian agencies 888,191 26.8 771,662 21.7 741,053 20.1 Commercial and other 202,858 6.1 199,521 5.6 190,142 5.2 State and local governments 5,372 0.2 15,355 0.4 15,693 0.4 Total revenue $ 3,313,452 100.0 % $ 3,564,562 100.0 % $ 3,681,990 100.0 % |
INVESTMENTS IN JOINT VENTURES
INVESTMENTS IN JOINT VENTURES | 12 Months Ended |
Jun. 30, 2015 | |
Investments In Joint Ventures [Abstract] | |
INVESTMENTS IN JOINT VENTURES | NOTE 17. INVESTMENTS IN JOINT VENTURES AC FIRST LLC In July 2009, the Company entered into a joint venture with AECOM Government Services, Inc. (AGS), a division of AECOM Technology Corporation, called AC FIRST LLC (AC FIRST). The companies partnered in the venture to jointly pursue work under a U.S. Army contract. The Company owns 49 percent of AC FIRST and AGS owns 51 percent. The Company accounts for its interest in AC FIRST using the equity method of accounting. The carrying value of the Company’s investment in AC FIRST as of June 30, 2015 and 2014 was $5.3 million and $5.6 million, respectively, and is included in other long-term assets on the Company’s consolidated balance sheets. The Company’s maximum exposure to loss cannot be determined as any losses incurred by AC FIRST would be allocated to each partner based on the joint venture agreement, however, AC FIRST has not experienced any losses to date. During the years ended June 30, 2015 and 2014, the Company’s share of the net income of AC FIRST was $0.9 million and $1.5 million, respectively. These amounts are included in interest expense and other, net on the accompanying consolidated statements of operations. During the year ended June 30, 2015, the Company received $1.2 million in cash distributions and made no capital contributions. During the year ended June 30, 2014, the Company received $5.6 million in cash distributions and made no capital contributions. The Company has determined that the primary beneficiary of AC FIRST is AGS as AGS owns the majority of AC FIRST and controls its operations. eVenture Technologies LLC eVenture Technologies LLC (eVentures) is a joint venture between the Company and ActioNet, Inc. (ActioNet), and is the entity through which work is being performed on a contract awarded in January 2007 by the United States Navy. As of September 2014, all work under the contracts was completed and the Company and ActioNet will close the eVentures entity once the DCAA’s final audit and rates are available which will be in several years. The Company owns 60 percent of eVentures and ActioNet owns the remaining 40 percent. eVentures was funded through capital contributions made by the Company and by ActioNet. As the Company owns and controls more than 50 percent of eVentures, the Company’s results include those of eVentures. ActioNet’s share of eVentures’ assets, liabilities, results of operations, and cash flows have been accounted for as a noncontrolling interest. |
OTHER COMMITMENTS AND CONTINGEN
OTHER COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2015 | |
Commitments And Contingencies [Abstract] | |
OTHER COMMITMENTS AND CONTINGENCIES | NOTE 18. OTHER COMMITMENTS AND CONTINGENCIES General Legal Matters 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). The DCAA has completed and settled its audits of the Company’s incurred cost submissions for the years ended June 30, 2006, 2007 and 2008. The Company has appealed all of these determinations. The DCAA is currently in the process of auditing the Company’s incurred cost submissions for the year ended June 30, 2009 and 2010. 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 is providing documents responsive to the subpoena and cooperating fully with the government’s investigation. The Company has accrued its current best estimate of the potential outcome within its estimated range of zero to $1.8 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. German Value-Added Taxes The Company is under audit by the German tax authorities for issues related to value-added tax returns. At this time, the Company has not been assessed any deficiency and, based on sound factual and legal precedent, believes it is in compliance with the applicable value-added tax regulations. The Company has not recognized any liability for this matter because an unfavorable outcome is not considered probable. The Company estimates the range of reasonably possible losses to be from zero to $3.2 million. Virginia Sales and Use Tax Audit The Company is under audit for sales and use tax related issues by the Commonwealth of Virginia. The Company has accrued its current best estimate of the potential outcome within its estimated range of $2.9 million to $5.1 million. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 19. INCOME TAXES The domestic and foreign components of income before provision for income taxes are as follows (in thousands): Year ended June 30, 2015 2014 2013 Domestic $ 187,332 $ 204,879 $ 231,342 Foreign 14,190 13,763 12,694 Income before income taxes $ 201,522 $ 218,642 $ 244,036 The components of income tax expense are as follows (in thousands): Year ended June 30, 2015 2014 2013 Current: Federal $ 37,159 $ 53,055 $ 47,038 State and local 8,080 11,456 10,767 Foreign 3,066 3,256 3,440 Total current 48,305 67,767 61,245 Deferred: Federal 23,261 12,580 26,218 State and local 3,964 2,680 5,313 Foreign (203 ) 299 (429 ) Total deferred 27,022 15,559 31,102 Total income tax expense $ 75,327 $ 83,326 $ 92,347 Income tax expense differs from the amounts computed by applying the statutory U.S. income tax rate of 35 percent as a result of the following (in thousands): Year ended June 30, 2015 2014 2013 Expected tax expense computed at federal rate $ 70,533 $ 76,525 $ 85,413 State and local taxes, net of federal benefit 7,828 9,188 10,452 (Nonincludible) nondeductible items 2,166 1,150 (929 ) Effect of foreign tax rates (2,135 ) (1,885 ) (1,376 ) Other (3,065 ) (1,652 ) (1,213 ) Total income tax expense $ 75,327 $ 83,326 $ 92,347 The tax effects of temporary differences that give rise to deferred taxes are presented below (in thousands): June 30, 2015 2014 Deferred tax assets: Deferred compensation and post-retirement obligations $ 34,963 $ 35,360 Reserves and accruals 25,498 28,176 Stock-based compensation 7,242 8,301 Deferred rent 4,886 4,632 Other 16,376 13,127 Total deferred tax assets 88,965 89,596 Deferred tax liabilities: Goodwill and other intangible assets (258,498 ) (243,035 ) Unbilled revenue (15,652 ) (6,948 ) Prepaid expenses (5,452 ) (4,986 ) Other (9,600 ) (9,780 ) Total deferred tax liabilities (289,202 ) (264,749 ) Net deferred tax liability $ (200,237 ) $ (175,153 ) The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions. Tax statutes and regulations within each jurisdiction are subject to interpretation and require the application of significant judgment. The Company's consolidated federal income tax returns through June 30, 2011 are no longer subject to audit. The Company is currently under examination by one foreign jurisdiction for years ended June 30, 2006 through June 30, 2012 and the IRS for the 2011 through 2013 pre-acquisition years of a Company subsidiary. The Company does not expect the resolution of these examinations to have a material impact on its results of operations, financial condition or cash flows. During the years ended June 30, 2015 and 2014, the Company’s income tax expense was favorably impacted by non-taxable gains on assets invested in corporate-owned life insurance (COLI) policies, and tax benefits related to deduc tions claimed for income from domestic production activities. U.S. income taxes have not been provided for undistributed earnings of foreign subsidiaries that have been permanently reinvested outside the United States. As of June 30, 2015, the estimated deferred tax liability associated with these undistributed earnings is approximately $10.9 million. The Company’s total liability for unrecognized tax benefits as of June 30, 2015, 2014 and 2013 was approximately $6.2 million, $9.6 million and $8.2 million, respectively. Of the unrecognized tax benefits at June 30, 2015, 2014, and 2013, $1.3 million, $2.4 million and $2.6 million, respectively, if recognized, would impact the Company’s effective tax rate. A reconciliation of the beginning and ending amount of unrecognized benefits is shown in the table below (in thousands): Year ended June 30, 2015 2014 2013 Beginning of year $ 9,636 $ 8,184 $ 7,013 Additions based on current year tax positions 1,468 2,023 1,261 Reductions based on changes to prior year tax positions (3,522 ) — — Lapse of statute of limitations (1,344 ) (426 ) (90 ) Settlement with taxing authorities (18 ) (145 ) — End of year $ 6,220 $ 9,636 $ 8,184 The Company recognizes net interest and penalties as a component of income tax expense. Over the next 12 months, the Company does not expect a significant increase or decrease in the unrecognized tax benefits recorded at June 30, 2015. As of June 30, 2015, approximately $5.9 million of the unrecognized tax benefits are included in other long-term liabilities, with the remainder included in other balance sheet accounts. |
RETIREMENT SAVINGS PLANS
RETIREMENT SAVINGS PLANS | 12 Months Ended |
Jun. 30, 2015 | |
Retirement Savings Plans [Abstract] | |
RETIREMENT SAVINGS PLANS | NOTE 20. RETIREMENT SAVINGS PLANS 401(k) Plan The Company maintains a defined contribution plan under Section 401(k) of the Internal Revenue Code, the CACI $MART Plan (the 401(k) Plan). Employees can contribute up to 75 percent (subject to certain statutory limitations) of their total cash compensation. The Company provides matching contributions equal to 50 percent of the amount of salary deferral employees elect, up to 6 percent of each employee’s total calendar year cash compensation, as defined. The Company may also make discretionary profit sharing contributions to the 401(k) Plan. Employee contributions vest immediately. Employer contributions vest in full after three years of employment. Total 401(k) Plan Company contribution expense for the years ended June 30, 2015, 2014, and 2013 were $22.5 million, $21.9 million, and $26.8 million, respectively. Effective January 1, 2013, the Company amended the 401(k) Plan to provide that as of July 1, 2013, 401(k) Plan participants must be employed on the last day of the Plan year to be eligible for matching contributions. Six3 Retirement Savings Plans The Company maintains qualified defined contribution 401(k) profit-sharing plans that cover eligible employees. Participants may make voluntary contributions to the plans up to the maximum amount allowable by law. The Company will match employee contributions to the plans in accordance with the plan documents. Matching contributions vest to participants immediately. Company contribution expense for the year ended June 30, 2015 and 2014 was $0.7 million and $1.1 million, respectively. The Company maintains several qualified 401(k) profit-sharing plans (PSP) that cover eligible employees. Employees are eligible to participate in the PSP beginning on the first of the month following the start of employment and attainment of age 18. Under the PSP, the Company may make discretionary contributions based on a percentage of the total compensation of all eligible participants. Company contribution expense for the year ended June 30, 2015 and 2014 was $18.0 million and $10.4 million, respectively. International Operations Defined Contribution Plans The Company maintains defined contribution pension plans in the U.K. and in the Netherlands. In the U.K., employees can elect the amount of pension contributions that they wish to make subject to certain U.K. tax limits. Under the Dutch plan, the amounts the Company contributes are based on the employee’s age. In both countries, the contributions are deemed to be company contributions and vest immediately. Contributions to these plans and their predecessor plans for the years ended June 30, 2015, 2014, and 2013 were $1.1million, $1.1 million, and $2.0 million, respectively. Supplemental Savings Plan The Company maintains the Supplemental Savings Plan through which, on a calendar year basis, officers at the director level and above can elect to defer for contribution to the Supplemental Savings Plan up to 50 percent of their base compensation and up to 100 percent of their bonuses and commissions. The Company provides a contribution of 5 percent of compensation for each participant’s compensation that exceeds the limit as set forth in IRC 401(a)(17) (currently $265,000 per year). The Company also has the option to make annual discretionary contributions. Company contributions vest over a 5-year period, and vesting is accelerated in the event of a change of control of the Company. Participant deferrals and Company contributions will be credited with the rate of return based on the investment options and asset allocations selected by the Participant. Participants may change their asset allocation as often as daily, if they so choose. A Rabbi Trust has been established to hold and provide a measure of security for the investments that finance benefit payments. Distributions from the Supplemental Savings Plan are made upon retirement, termination, death, or total disability. The Supplemental Savings Plan also allows for in-service distributions. Supplemental Savings Plan obligations due to participants totaled $82.7 million at June 30, 2015, of which $5.9 million is included in accrued compensation and benefits in the accompanying consolidated balance sheet. Supplemental Savings Plan obligations decreased by $1.6 million during the year ended June 30, 2015, consisting of $2.2 million of investment gains, $6.4 million of participant compensation deferrals, and $0.4 million of Company contributions, offset by $10.5 million of distributions. The Company maintains COLI assets in a Rabbi Trust to offset the obligations under the Supplemental Savings Plan. The value of the COLI in the Rabbi Trust was $89.0 million at June 30, 2015. COLI gains were $2.0 million for the year ended June 30, 2015. Contribution expense for the Supplemental Savings Plan during the years ended June 30, 2015, 2014, and 2013, was $0.5 million, $0.3 million, and $1.0 million, respectively. |
STOCK PLANS AND STOCK-BASED COM
STOCK PLANS AND STOCK-BASED COMPENSATION | 12 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK PLANS AND STOCK-BASED COMPENSATION | NOTE 21. STOCK PLANS AND STOCK-BASED COMPENSATION For stock options, SSARs and non-performance-based RSUs, stock-based compensation expense is recognized on a straight-line basis ratably over the respective vesting periods. For RSUs subject to graded vesting schedules for which vesting is based on achievement of a performance metric in addition to grantee service (performance-based RSUs), stock-based compensation expense is recognized on an accelerated basis by treating each vesting tranche as if it was a separate grant. A summary of the components of stock-based compensation expense recognized during the years ended June 30, 2015, 2014, and 2013, together with the income tax benefits realized, is as follows (in thousands): Year ended June 30, 2015 2014 2013 Stock-based compensation included in indirect costs and selling expense: Restricted stock and RSU expense $ 14,072 $ 11,516 $ 8,150 SSARs and non-qualified stock option expense — 41 682 Total stock-based compensation expense $ 14,072 $ 11,557 $ 8,832 Income tax benefit recognized for stock-based compensation expense $ 5,260 $ 4,392 $ 3,342 The Company recognizes the effect of expected forfeitures of equity grants by estimating an expected forfeiture rate for grants of equity instruments. Amounts recognized for expected forfeitures are subsequently adjusted periodically and at major vesting dates to reflect actual forfeitures. The incremental income tax benefits realized upon the exercise or vesting of equity instruments are reported as financing cash flows. During the years ended June 30, 2015, 2014, and 2013, the Company recognized $3.5 million, $4.7 million, and $1.6 million of excess tax benefits, respectively, which have been reported as financing cash inflows in the acc ompanying consolidated statements of cash flows. Equity Grants and Valuation Under the terms of its 2006 Stock Incentive Plan (the 2006 Plan), the Company may issue, among others, non-qualified stock options, restricted stock, RSUs, SSARs, and performance awards, collectively referred to herein as equity instruments. During the periods presented, all equity instrument grants were made in the form of RSUs. Annual grants under the 2006 Plan are generally made to the Company’s key employees during the first quarter of the Company’s fiscal year and to members of the Company’s Board of Directors during the second quarter of the Company’s fiscal year. With the approval of its Chief Executive Officer, the Company also issues equity instruments to strategic new hires and to employees who have demonstrated superior performance. In September 2014, the Company made its annual grant to its key employees consisting of 180,570 Performance Restricted Stock Units (PRSUs). The final number of such PRSUs which will be considered earned by the participants and eventually vest is based on the achievement of a specified earnings per share (EPS) for the year ending 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. No PRSUs will be earned if the specified EPS for the fiscal year ending June 30, 2015 is not met. If EPS for the year ending June 30, 2015 exceeds the specified EPS and the average share price of the Company’s stock for the 90 day period ending September 23, 2015, 2016 and 2017 exceeds the average share price of the Company’s stock for the 90 day period ended September 23, 2014 by 100 percent or more, then an additional 180,570 RSUs could be earned by participants. This is the maximum number of additional RSUs that can be earned related to the September 2014 annual grant. The specified EPS for the year ended June 30, 2015 was met. 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 September 23, 2017 and 50 percent of the earned award will vest on September 1, 2018, 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, as defined. The Company also issues equity instruments in the form of RSUs under its Management Stock Purchase Plan (MSPP) and Director Stock Purchase Plan (DSPP). In addition, annual grants are made to members of the Company’s Board of Directors in the form of a set dollar value of RSUs. Grants to members of the Board of Directors vest based on the passage of time and continued service as a Director of the Company. Upon the exercise of stock options and SSARs and the vesting of restricted shares and RSUs, the Company fulfills its obligations under the equity instrument agreements by either issuing new shares of authorized common stock or by issuing shares from treasury. The total number of shares authorized by shareholders for grants under the 2006 Plan and its predecessor plan was 12,450,000 as of June 30, 2015. The aggregate number of grants that may be made may exceed this approved amount as forfeited SSARs, stock options, restricted stock and RSUs, and vested but unexercised SSARs and stock options that expire, become available for future grants. As of June 30, 2015, cumulative grants of 13,488,163 equity instruments underlying the shares authorized have been awarded, and 4,156,935 of these instruments have been forfeited. Equity instruments granted on or after January 1, 2004 have a term of seven years. For SSAR and stock option awards, grantees whose employment has terminated have 60 days after their termination date to exercise vested SSARs and stock options, or they forfeit their right to the instruments. Grantees whose employment is terminated due to death or permanent disability will vest in 100 percent of their equity instrument grants. Also, effective for grants made on or after July 1, 2004, grantees who were age 62 on or before July 1, 2008 who retire on or after age 65 will vest in 100 percent of their equity instrument grants upon retirement, with the exception of performance-based RSUs, which must be held at least until the measurement period is complete. Grantees who were not age 62 on or before July 1, 2008, who retire on or after age 62, vest in a prorated portion of their equity instrument grants upon retirement, based upon their service during the vesting period. Stock options vest ratably over a three, four, or five year period, depending on the year of grant. Restricted shares and most non-performance-based RSUs vest in full three years from the date of grant. RSUs granted to the Company’s Chief Executive Officer in February 2013 and to the Company’s Chief Operating Officer in February 2012 have longer vesting periods. SSARs granted in prior years as part of the Company’s then customary annual award vest ratably over a five year period in a manner consistent with the vesting of stock options. As of June 30, 2015 all stock options and SSARs are fully vested. We account for share-based payments to employees, including grants of employee stock awards and purchases under empl oyee stock purchase plans, in accordance with ASC 718, Compensation—Stock Compensation, which requires that share-based payments (to the extent they are compensatory) be recognized in our consolidated statements of operations based on their fair values. W e determine the fair value of our NQSOs and SSARs at the date of grant using option-pricing models such as the Black-Scholes or binomial lattice model. We determine the fair value of our market-based and performance-based RSUs at the date of grant using g enerally accepted valuation techniques and the closing market price of our stock. The fair value was determined using a Monte Carlo simulation model incorporating the following factors: 90 day average stock price at the grant date of $70.43 a share, risk free rate of return of 1.05 percent, and expected volatility of 24.32 percent. Stock-based compensation cost is recognized as expense on an accelerated basis over the requisite service period for performance based award. Stock-based compensation cost is r ecognized ratably over the requisite service period for non-performance based awards . The weighted-average fair value of RSUs granted during the years ended June 30, 2015, 2014, and 2013, was $76.37, $72.17, and $59.07, respectively. No stock options or SSARs were granted during the years ended June 30, 2015, 2014 or 2013. Activity for all outstanding SSARs and stock options, and the corresponding exercise price and fair value information, for the years ended June 30, 2015, 2014, and 2013, is as follows: Number of Shares Exercise Price Weighted Average Exercise Price Weighted Average Grant Date Fair Value Outstanding, June 30, 2012 1,683,698 $34.10 – $65.04 $ 53.62 $ 21.21 Exercisable, June 30, 2012 1,362,451 34.10 – 65.04 54.79 22.01 Exercised (838,618 ) 34.10 – 58.40 48.76 18.93 Forfeited (10,350 ) 42.95 – 49.36 48.37 17.03 Expired (559,180 ) 36.13 – 65.04 63.46 26.51 Outstanding, June 30, 2013 275,550 37.67 – 59.30 48.62 17.54 Exercisable, June 30, 2013 243,170 37.67 – 59.30 48.58 17.60 Exercised (180,370 ) 45.77 – 49.36 48.53 17.81 Forfeited (1,150 ) 49.36 49.36 17.12 Expired (2,080 ) 49.36 49.36 17.12 Outstanding, June 30, 2014 91,950 37.67 – 59.30 48.77 17.02 Exercisable, June 30, 2014 91,950 37.67 – 59.30 48.77 17.02 Exercised (44,290 ) 37.67 – 59.30 49.36 17.33 Forfeited — — — — Expired (5,000 ) 47.59 47.59 10.68 Outstanding, June 30, 2015 42,660 37.67 – 49.36 48.29 17.45 Exercisable, June 30, 2015 42,660 $37.67 – $49.36 $ 48.29 $ 17.45 Changes in the number of unvested SSARs and stock options and in unvested restricted stock and RSUs during each of the years in the three-year period ended June 30, 2015, 2014 and 2013, together with the corresponding weighted-average fair values, are as follows: SSARs and Stock Options Restricted Stock and Restricted Stock Units Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Unvested at June 30, 2012 321,247 $ 17.80 1,651,321 $ 45.97 Granted — — 605,277 59.07 Vested (278,517 ) 17.92 (347,497 ) 47.27 Forfeited (10,350 ) 17.03 (866,355 ) 53.04 Unvested at June 30, 2013 32,380 17.02 1,042,746 47.74 Granted — — 254,356 72.17 Vested (31,230 ) 17.02 (360,857 ) 45.07 Forfeited (1,150 ) 17.12 (98,003 ) 54.94 Unvested at June 30, 2014 — — 838,242 55.39 Granted — — 322,121 76.37 Vested — — (250,613 ) 47.84 Forfeited — — (45,184 ) 66.89 Unvested at June 30, 2015 — $ — 864,566 $ 64.79 Information regarding the cash proceeds received, and the intrinsic value and total tax benefits realized resulting from SSARs and stock option exercises is as follows (in thousands): Year ended June 30, 2015 2014 2013 Cash proceeds received $ 872 $ — $ 13,050 Intrinsic value realized $ 1,646 $ 3,868 $ 6,594 Income tax benefit realized $ 615 $ 1,470 $ 2,595 The total intrinsic value of RSUs that vested during the years ended June 30, 2015, 2014, and 2013 was $18.6 million, $23.1 million and $17.6 million, respectively, and the tax benefit realized was $7.0 million, $8.8 million and $6.9 million, respectively. The grant date fair value of stock options that vested during each of the years in the three-year period ended June 30, 2015 was zero, $0.5 million, and $5.0 million, respectively. Outstanding SSAR and Stock Option Information Information regarding the SSARs and stock options outstanding and exercisable as of June 30, 2015, is as follows (intrinsic value in thousands): SSARs and Options Outstanding and Exercisable Range of exercise Price Number of Instruments Weighted Average Exercise Price Weighted Average Remaining Contractual Life Intrinsic Value $30.00-$39.99 3,200 $ 37.67 0.14 $ 138 $40.00-$49.99 39,460 49.15 0.89 1,253 $50.00-$59.99 — — 42,660 $ 1,391 As of June 30, 2015, there was no unrecognized compensation cost related to SSARs and stock options and $32.4 million of unrecognized compensation cost related to restricted stock and RSUs scheduled to be recognized over a weighted-average period of 2.2 y ears. Stock Purchase Plans The Company adopted the 2002 Employee Stock Purchase Plan (ESPP), MSPP and DSPP in November 2002, and implemented these plans beginning July 1, 2003. There are 1,250,000, 500,000, and 75,000 shares authorized for grants under the ESPP, MSPP and DSPP, respectively. The ESPP allows eligible full-time employees to purchase shares of common stock at 95 percent of the fair market value of a share of common stock on the last day of the quarter. The maximum number of shares that an eligible employee can purchase during any quarter is equal to two times an amount determined as follows: 20 percent of such employee’s compensation over the quarter, divided by 95 percent of the fair market value of a share of common stock on the last day of the quarter. The ESPP is a qualified plan under Section 423 of the Internal Revenue Code and, for financial reporting purposes, was amended effective July 1, 2005 so as to be considered non-compensatory. Accordingly, there is no stock-based compensation expense associated with shares acquired under the ESPP. As of June 30, 2015, participants have purchased 1,034,933 shares under the ESPP, at a weighted-average price per share of $48.59. Of these shares, 43,736 were purchased by employees at a weighted-average price per share of $74.12 during the year ended June 30, 2015. During the year ended June 30, 2013, the Company established a 10b5-1 plan to facilitate the open market purchase of shares of Company stock to satisfy its obligations under the ESPP. The MSPP provides those senior executives with stock holding requirements a mechanism to receive RSUs in lieu of up to 100 percent of their annual bonus. For the fiscal years ended June 30, 2015, 2014 and 2013, RSUs awarded in lieu of bonuses earned are granted at 85 percent of the closing price of a share of the Company’s common stock on the date of the award, as reported by the New York Stock Exchange. RSUs granted under the MSPP vest at the earlier of 1) three years from the grant date, 2) upon a change of control of the Company, 3) upon a participant’s retirement at or after age 65, or 4) upon a participant’s death or permanent disability. Vested RSUs are settled in shares of common stock. The Company recognizes the value of the discount applied to RSUs granted under the MSPP as stock compensation expense ratably over the three-year vesting period. The DSPP allows directors to elect to receive RSUs at the market price of the Company’s common stock on the date of the award in lieu of up to 100 percent of their annual retainer fees. Vested RSUs are settled in shares of common stock. There were no DSPP awards outstanding during the year ended June 30, 2015. Activity related to the MSPP during the year ended June 30, 2015 is as follows: MSPP RSUs outstanding, June 30, 2014 13,800 Granted 748 Issued (7,809 ) Forfeited (834 ) RSUs outstanding, June 30, 2015 5,905 Weighted average grant date fair value as adjusted for the applicable discount $ 48.80 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 22. 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 bas is 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: ● ● ● The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and 2014, and the level they fall within the fair value hierarchy (in thousands): As of June 30, Financial Statement Fair Value 2015 2014 Description of Financial Instrument Classification Hierarchy Fair Value Interest rate swap agreements Other long-term liabilities Level 2 $ 11,728 $ 7,774 During the years ended June 30, 2012, 2014, and 2015, the Company entered into interest rate swap agreements to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 23. EARNINGS PER SHARE Earnings per share and the weighted-average number of diluted shares are computed as follows (in thousands, except per share data): Year ended June 30, 2015 2014 2013 Net income attributable to CACI $ 126,195 $ 135,316 $ 151,689 Weighted-average number of basic shares outstanding during the period 23,948 23,429 23,010 Dilutive effect of SSARs/stock options and RSUs/restricted shares after application of treasury stock method 384 441 743 Dilutive effect of the Convertible Notes — 1,046 132 Dilutive effect of the Warrants 56 239 — Weighted-average number of diluted shares outstanding during the period 24,388 25,155 23,885 Basic earnings per share $ 5.27 $ 5.78 $ 6.59 Diluted earnings per share $ 5.17 $ 5.38 $ 6.35 The total number of weighted-average common stock equivalents excluded from the diluted per share computations due to their anti-dilutive effects for the year ended June 30, 2013 was 17,000. There were no such effects for the years ended June 30, 2015 and June 30, 2014 because the Company’s average stock price exceeded the exercise price of all shares outstanding. The calculation of diluted earnings per share for the year ended June 30, 2015 includes the shares underlying the performance-based RSUs granted in September 2014, September 2013 and September 2011. The shares underlying the performance-based RSUs granted in September 2012 are excluded in the calculation of diluted earnings per share for the years ended June 30, 2015, 2014 and 2013 as the performan ce metric associated with the shares was not met and no shares were issued under this grant. On May 1, 2014 the Company issued 1.4 million shares of common stock in accordance with the Convertible Notes and received 1.4 million shares of our common stock pursuant to the terms of the call option hedge transaction. The contingently issuable shares that may have resulted from the conversion of the Convertible Notes were included in the Company’s diluted share count for the fiscal years ended June 30, 2014 and 2013 because the Company’s average stock price during the first, second, and third quarters of the year ended June 30, 2014, and during the first, third and fourth quarters of the year ended June 30, 2013 was above the conversion price of $54.65 per share . During the year ended June 30, 2015 the Company issued 0.5 million shares of common stock in accordance with the Warrants. Pursuant to the terms of the Warrant transaction, the Warrants settled daily over 90 trading days which began in August 2014 and e nd in December 2014. The contingently issuable shares that may have resulted from the maturity of the Warrants were included in the computation of diluted earnings per share because the Company’s average stock price during the first and second quarters of the year ended June 30, 2015 and second, third, and fourth quarters of the year ended June 30, 2014 was greater than the Warrants’ exercise price of $68.31. The Warrants were excluded from the computation of the Company’s diluted earnings per share for the year ended June 30, 2013 because the Warrants’ exercise price was greater than the average market price of a share of Company common stock. |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Jun. 30, 2015 | |
Quarterly Financial Data [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | NOTE 24. QUARTERLY FINANCIAL DATA (UNAUDITED) This data is unaudited, but in the opinion of management, includes and reflects all adjustments that are normal and recurring in nature, and necessary, for a fair presentation of the selected data for these interim periods. Quarterly condensed financial operating results of the Company for the years ended June 30, 2015 and 2014, are presented below (in thousands except per share data). Year ended June 30, 2015 First Second Third Fourth Revenue $ 814,726 $ 815,423 $ 817,797 $ 865,506 Income from operations $ 60,059 $ 47,528 $ 53,715 $ 75,079 Net income attributable to CACI $ 31,130 $ 24,642 $ 29,039 $ 41,384 Basic earnings per share $ 1.32 $ 1.03 $ 1.20 $ 1.71 Diluted earnings per share $ 1.29 $ 1.01 $ 1.18 $ 1.68 Weighted-average shares outstanding: Basic 23,565 23,890 24,165 24,180 Diluted 24,104 24,314 24,527 24,613 Year ended June 30, 2014 (1) First Second Third Fourth Revenue $ 864,265 $ 894,186 $ 900,393 $ 905,718 Income from operations $ 61,182 $ 66,454 $ 60,532 $ 69,235 Net income attributable to CACI $ 32,992 $ 34,962 $ 30,828 $ 36,534 Basic earnings per share $ 1.42 $ 1.49 $ 1.31 $ 1.55 Diluted earnings per share $ 1.33 $ 1.38 $ 1.19 $ 1.49 Weighted-average shares outstanding: Basic 23,314 23,433 23,473 23,498 Diluted 24,835 25,297 25,973 24,517 (1) |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 25. SUBSEQUENT EVENT On July 1, 2015, CACI acquired Rockshore Group Ltd (Rockshore), a United Kingdom company that uses its expertise in data aggregation, event processing and business logic integration in order to provide real time event processing and situational awareness within the telecommunications, aviation and railway segments. Rockshore is based in London and Leeds and has 35 employees. Consideration for Rockshore is $5.5 million initial consideration and up to a further $5.5 million earn-out for achieving certain metrics all payable in cash. |
VALUATION AND QUALIFYING ACCOUN
VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Jun. 30, 2015 | |
Valuation And Qualifying Accounts [Abstract] | |
VALUATION AND QUALIFYING ACCOUNTS | CACI INTERNATIONAL INC VALUATION AND QUALIFYING ACCOUNTS FOR YEARS ENDED JUNE 30, 2015, 2014 AND 2013 (in thousands) Balance at Beginning of Period Additions at Cost Deductions Other Changes Balance at End of Period 2015 Reserves deducted from assets to which they apply: Allowances for doubtful accounts $ 3,734 $ 800 $ (1,055 ) $ (197 ) $ 3,282 2014 Reserves deducted from assets to which they apply: Allowances for doubtful accounts $ 3,203 $ 798 $ (521 ) $ 254 $ 3,734 2013 Reserves deducted from assets to which they apply: Allowances for doubtful accounts $ 3,590 $ 2,853 $ (3,176 ) $ (64 ) $ 3,203 Items included as “Other Changes” primarily includes foreign currency exchange differences. |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Summary Of Significant Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and collectability is reasonably assured. The Company generates almost all of its revenue from three different types of contractual arrangements: cost-plus-fee, time and material (T&M), and fixed price contracts. Revenue on cost-plus-fee contracts is recognized to the extent of costs incurred plus an estimate of the applicable fees earned. The Company considers fixed fees under cost-plus-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract. For cost-plus-fee contracts that include performance based fee incentives, and that are subject to the provisions of Accounting Standards Codification (ASC) 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts Revenue Recognition – SEC Materials The Company has several categories of fixed price contracts: fixed unit price, fixed price-level of effort, and fixed price-completion. Revenue on fixed unit price contracts, where specified units of output under service arrangements are delivered, is recognized as units are delivered based on the specified price per unit. Revenue on fixed unit price maintenance contracts is recognized ratably over the length of the service period. Revenue for fixed price-level of effort contracts is recognized based upon the number of units of labor actually delivered multiplied by the agreed rate for each unit of labor. The Company’s fixed price-completion contracts which involve the design and development of complex customer systems are within the scope of ASC 605-35. Revenue is recognized on the percentage-of-completion method using costs incurred in relation to total estimated costs. For fixed price-completion contracts that are not within the scope of ASC 605-35, revenue is generally recognized over the period when services are provided. Contract accounting requires judgment relative to assessing risks, estimating contract revenue and costs, and making assumptions for schedule and technical issues. Due to the size and nature of many of the Company’s contracts, the estimation of total revenue and cost at completion is complicated and subject to many variab les. Contract costs include material, labor, subcontracting costs, and other direct costs, as well as an allocation of allowable indirect costs. Assumptions have to be made regarding the length of time to complete the contract because costs also include ex pected increases in wages and prices for materials. For contract change orders, claims or similar items, the Company applies judgment in estimating the amounts and assessing the potential for realization. These amounts are only included in contract value w hen they can be reliably estimated and realization is considered probable. Incentives or penalties related to performance on contracts are considered in estimating sales and profit rates, and are recorded when there is sufficient information for the Compan y to assess anticipated performance. Estimates of award fees for certain contracts are also a factor in estimating revenue and profit rates based on actual and anticipated awards. From time to time, 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. Revenue associated with such work is recognized only when it can be reliably estimated and realization is probable. The Company bases its estimates on previous experiences with the customer, communications with the customer regarding funding status, and its knowledge of available funding for the contract or program. The Company’s U.S. government contracts comprise 93.7 and 94.0 percent of total revenue in the year ended June 30, 2015 and 2014, respectively and are subject to subsequent government audit of direct and indirect costs. Incurred cost audits have been completed through June 30, 2008. Management does not anticipate any material adjustment to the consolidated financial statements in subsequent periods for audits not yet started or completed. |
Costs of Revenue | Costs of Revenue Costs of revenue include all direct contract costs including subcontractor costs, as well as indirect overhead costs and selling, general and administrative expenses that are allowable and allocable to contracts under federal procurement standards. Costs of revenue also include costs and expenses that are unallowable under applicable procurement standards, and are not allocable to contracts for billing purposes. Such costs and expenses do not directly generate revenue, but are necessary for business operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all investments with an original maturity of three months or fewer on their trade date to be cash equivalents. The Company classifies investments with an original maturity of more than three months but fewer than twelve months on their trade date as short-term marketable securities. |
Inventories | Inventories Inventories are stated at the lower of cost or market using the specific identification cost method, and are recorded within prepaid expenses and other current assets on the accompanying consolidated balance sheets. |
Accounting for Business Combinations and Goodwill | Accounting for Business Combinations and Goodwill The purchase price of an acquired business is allocated to the tangible assets and separately identifiable intangible assets acquired less liabilities assumed based upon their respective fair values, with the excess recorded as goodwill. The Company evaluates goodwill at least annually for impairment, or whenever events or circumstances indicate that the carrying value may not be recoverable. The evaluation includes comparing the fair value of the relevant reporting unit to the carrying value, including goodwill, of such unit. The level at which the Company tests goodwill for impairment requires management to determine whether the operations below the operating segments constitute a self-sustaining business for which discrete financial information is available and segment management regularly reviews the operating results. If the fair value exceeds the carrying value, no impairment loss is recognized. However, if the carrying value of the reporting unit exceeds its fair value, the goodwill of the reporting unit may be impaired. Impairment is measured by comparing the implied fair value of the goodwill to its carrying value. Separately identifiable intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment if impairment indicators are present. As part of the annual assessment, the Company estimates the fair value of its reporting units using both an income approach and a market approach. The valuation process cons iders management’s estimates of the future operating performance of each reporting unit. Companies in similar industries are researched and analyzed and management considers the domestic and international economic and financial market conditions, both in general and specific to the industry in which the Company operates, prevailing as of the valuation date. The income approach utilizes discounted cash flows. The Company calculates a weighted average cost of capital for each reporting unit in order to est imate the discounted cash flows. The Company evaluates goodwill as of the first day of the fourth quarter. In addition, the Company will perform interim impairment testing should circumstances requiring it arise. The Company completed its annual goodwill assessment as of April 1, 2015 and no impairment charge was necessary as a result of this assessment. |
Long-Lived Assets (Excluding Goodwill) | Long-Lived Assets (Excluding Goodwill) Long-lived assets such as property and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss would be recognized if the sum of the long-term undiscounted cash flows is less than the carrying amount of the long-lived asset being evaluated. Any write-downs are treated as permanent reductions in the carrying amount of the assets. Property and equipment is recorded at cost. Depreciation of equipment and furniture has been provided over the estimated useful life of the respective assets (ranging from three to eight years) using the straight-line method. Leasehold improvements are generally amortized using the straight-line method over the remaining lease term or the useful life of the improvements, whichever is shorter. Repairs and maintenance costs are expensed as incurred. Separately identifiable intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values. |
External Software Development Costs | External Software Development Costs Costs incurred in creating a software product to be sold or licensed for external use are charged to expense when incurred as indirect costs and selling expenses until technological feasibility has been established for the software. Technological feasibility is established upon completion of a detailed program design or, in its absence, completion of a working software version. Thereafter, all such software development costs are capitalized and subsequently reported at the lower of unamortized cost or estimated net realizable value. Capitalized costs are amortized on a straight-line basis over the remaining estimated economic life of the product. |
Supplemental Retirement Savings Plan | Supplemental Retirement Savings Plan The Company maintains the CACI International Inc Group Executive Retirement Plan (the Supplemental Savings Plan) and maintains the underlying assets in a Rabbi Trust. The Supplemental Savings Plan is a non-qualified defined contribution supplemental retirement savings plan for certain key employees whereby participants may elect to defer and contribute a portion of their compensation, as permitted by the plan. Each participant directs his or her investments in the Supplemental Savings Plan (see Note 20). A Rabbi Trust is a grantor trust established to fund compensation for a select group of management. The assets of this trust are available to satisfy the claims of general creditors in the event of bankruptcy of the Company. The assets held by the Rabbi Trust are invested in corporate owned life insurance (COLI) products. The COLI products are recorded at cash surrender value in the consolidated financial statements as supplemental retirement savings plan assets. The amounts due to participants are based on contributions, participant investment elections, and other participant activity and are recorded as supplemental retirement savings plan obligations. |
Income Taxes | Income Taxes Income taxes are accounted for using the asset and liability method whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of assets and liabilities, and their respective tax bases, and operating loss and tax credit carry forwards. The Company accounts for tax contingencies in accordance with updates made to ASC 740-10-25, Income Taxes – Recognition |
Costs of Acquisitions | Costs of Acquisitions Costs associated with legal, financial and other professional advisors related to acquisitions, whether successful or unsuccessful, are expensed as incurred. |
Foreign Currency Translation | Foreign Currency Translation The assets and liabilities of the Company’s foreign subsidiaries whose functional currency is other than the U.S. dollar are translated at the exchange rate in effect on the reporting date, and income and expenses are translated at the weighted-average exchange rate during the period. The Company’s primary practice is to negotiate contracts in the same currency in which the predominant expenses are incurred, thereby mitigating the exposure to foreign currency fluctuations. The net translation gains and losses are not included in determining net income, but are accumulated as a separate component of shareholders’ equity. Foreign currency transaction gains and losses are included in determining net income, but are insignificant. These costs are included as indirect costs and selling expenses in the accompanying consolidated statements of operations. |
Earnings Per Share | Earnings Per Share Basic earnings per share excludes dilution and is computed by dividing income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock but not securities that are anti-dilutive, including stock options and stock settled stock appreciation rights (SSARs) with an exercise price greater than the average market price of the Company’s common stock. Using the treasury stock method, diluted earnings per share includes the incremental effect of SSARs, stock options, restricted shares, and those restricted stock unit (RSUs) that are no longer subject to a market or performance condition. Information about the weighted-average number of basic and diluted shares is presented in Note 23. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 under its bank credit facility approximates its carrying value at June 30, 2015. The fair value of the Company’s debt under its bank credit facility was estimated using market data on companies with a corporate rating similar to CACI’s that have recently priced credit facilities. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk include accounts receivable and cash equivalents. Management believes that credit risk related to the Company’s accounts receivable is limited due to a large number of customers in differing segments and agencies of the U.S. government. Accounts receivable credit risk is also limited due to the credit worthiness of the U.S. government. Management believes the credit risk associated with the Company’s cash equivalents is limited due to the credit worthiness of the obligors of the investments underlying the cash equivalents. In addition, although the Company maintains cash balances at financial institutions that exceed federally insured limits, these balances are placed with high quality financial institutions. |
Comprehensive Income | Comprehensive Income Comprehensive income is the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Other comprehensive income refers to revenue, expenses, and gains and losses that under U.S. GAAP are included in comprehensive income, but excluded from the determination of net income. The elements within other comprehensive income consist of foreign currency translation adjustments; the changes in the fair value of interest rate swap agreements, net of tax of $1.6 million for the year ended June 30, 2015; and differences between actual amounts and estimates based on actuarial assumptions and the effect of changes in actuarial assumptions made under the Company’s post-retirement benefit plans, net of tax (see Note 15). As of June 30, 2015 and 2014, accumulated other comprehensive income included a loss of $6.7 million and a gain of $5.2 million, respectively, related to foreign currency translation adjustments, a loss of $7.1 million and $4.7 million, respectively, related to the fair value of its interest rate swap agreements, and a loss of $1.2 million and $0.9 million, respectively, related to unrecognized post-retirement costs. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. The significant management estimates include estimated costs to complete fixed-price contracts, estimated award fees for contracts accounted for under ASC 605-35, amortization periods for long-lived intangible assets, recoverability of long-lived assets, reserves for accounts receivable, reserves for contract related matters, reserves for unrecognized tax benefits, and loss contingencies. Actual results could differ from these estimates. |
Commitments and Contingencies | Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of assets acquired and liabilities assumed | Cash $ 10,166 Accounts receivable 80,615 Prepaid expenses and other current assets 17,551 Property and equipment 8,051 Customer contracts and customer relationships 164,300 Goodwill 702,747 Other assets 598 Accounts payable (9,047 ) Accrued expenses and other current liabilities (63,417 ) Long-term deferred tax liability (64,275 ) Total consideration $ 847,289 |
Schedule of unaudited pro forma results of operations | (Unaudited) Year ended June 30, 2014 2013 Revenue $ 3,742,394 $ 4,121,447 Net income 150,881 152,406 Basic earnings per share 6.44 6.62 Diluted earnings per share 6.00 6.38 |
CASH AND CASH EQUIVALENTS (Tabl
CASH AND CASH EQUIVALENTS (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Cash And Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents | June 30, 2015 2014 Cash $ 31,768 $ 62,560 Money market funds 3,596 1,901 Total cash and cash equivalents $ 35,364 $ 64,461 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Accounts Receivable [Abstract] | |
Schedule of total accounts receivable | June 30, 2015 2014 Billed receivables $ 444,869 $ 473,527 Billable receivables at end of period 102,796 84,784 Unbilled receivables pending receipt of contractual documents authorizing billing 48,490 57,269 Total accounts receivable, current 596,155 615,580 Unbilled receivables, retainages and fee withholdings expected to be billed beyond the next 12 months 8,188 8,714 Total accounts receivable $ 604,343 $ 624,294 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Goodwill [Abstract] | |
Schedule of changes in the carrying amount of goodwill | Balance at June 30, 2013 $ 1,476,965 Goodwill acquired 702,747 Foreign currency translation 8,857 Balance at June 30, 2014 $ 2,188,569 Goodwill acquired 8,946 Foreign currency translation (7,699 ) Balance at June 30, 2015 $ 2,189,816 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | June 30, 2015 2014 Intangible assets Customer contracts and related customer relationships $ 520,213 $ 516,973 Acquired technologies 27,177 27,177 Covenants not to compete 3,417 3,472 Other 1,581 1,601 Intangible assets 552,388 549,223 Less accumulated amortization Customer contracts and related customer relationships (328,217 ) (291,583 ) Acquired technologies (24,728 ) (23,119 ) Covenants not to compete (3,241 ) (3,131 ) Other (1,020 ) (980 ) Accumulated amortization (357,206 ) (318,813 ) Total intangible assets, net $ 195,182 $ 230,410 |
Schedule of expected amortization expense | Amount Year ending June 30, 2016 $ 33,139 Year ending June 30, 2017 29,810 Year ending June 30, 2018 25,752 Year ending June 30, 2019 21,293 Year ending June 30, 2020 17,375 Thereafter 67,813 Total intangible assets, net $ 195,182 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Property And Equipment [Abstract] | |
Schedule of property and equipment | June 30, 2015 2014 Equipment and furniture $ 107,098 $ 99,144 Leasehold improvements 79,508 80,412 Property and equipment, at cost 186,606 179,556 Less accumulated depreciation and amortization (122,917 ) (111,071 ) Total property and equipment, net $ 63,689 $ 68,485 |
CAPITALIZED EXTERNAL SOFTWARE41
CAPITALIZED EXTERNAL SOFTWARE DEVELOPMENT COSTS (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Capitalized External Software Development Costs [Abstract] | |
Schedule of capitalized external software development costs | Year ended June 30, 2015 2014 2013 Capitalized software development costs, beginning of year $ 16,594 $ 12,742 $ 6,448 Costs capitalized 2,572 7,742 8,842 Amortization (3,911 ) (3,890 ) (2,548 ) Capitalized software development costs, end of year $ 15,255 $ 16,594 $ 12,742 |
ACCRUED COMPENSATION AND BENE42
ACCRUED COMPENSATION AND BENEFITS (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Accrued Compensation And Benefits [Abstract] | |
Schedule of accrued compensation and benefits | June 30, 2015 2014 Accrued salaries and withholdings $ 97,513 $ 100,503 Accrued leave 66,162 63,392 Accrued fringe benefits 22,155 19,466 Total accrued compensation and benefits $ 185,830 $ 183,361 |
OTHER ACCRUED EXPENSES AND CU43
OTHER ACCRUED EXPENSES AND CURRENT LIABILITIES (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Other Accrued Expenses And Current Liabilities [Abstract] | |
Schedule of other accrued expenses and current liabilities | June 30, 2015 2014 Vendor obligations $ 76,729 $ 88,617 Deferred revenue 25,898 33,584 Other 15,419 19,651 Total other accrued expenses and current liabilities $ 118,046 $ 141,852 |
LONG TERM DEBT (Tables)
LONG TERM DEBT (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Long-Term Debt [Abstract] | |
Schedule of long-term debt | June 30, 2015 2014 Bank credit facility – term loans $ 779,297 $ 810,469 Bank credit facility – revolver loans 295,000 475,000 Principal amount of long-term debt 1,074,297 1,285,469 Less unamortized debt issuance costs (5,997 ) (5,178 ) Total long-term debt 1,068,300 1,280,291 Less current portion (38,965 ) (41,563 ) Long-term debt, net of current portion $ 1,029,335 $ 1,238,728 |
Schedule of components of interest expense | June 30, 2015 2014 2013 Coupon interest $ — $ 5,313 $ 6,375 Non-cash amortization of discount — 11,421 12,868 Amortization of issuance costs — 683 820 Total $ — $ 17,417 $ 20,063 |
Schedule of effect of derivative instruments in the condensed consolidated statements of operations and accumulated other comprehensive loss | Interest Rate Swaps 2015 2014 2013 (Loss) gain recognized in other comprehensive income $ (9,422 ) $ (4,999 ) $ 262 Amounts reclassified to earnings from accumulated other comprehensive loss $ 7,024 $ 1,356 $ — Net current period other comprehensive income (loss) $ (2,398 ) $ (3,643 ) $ 262 |
Schedule of aggregate maturities of long-term debt | The aggregate maturities of long-term debt at June 30, 2015 are as follows (in thousands): Year ending June 30, 2016 $ 38,965 2017 38,965 2018 38,965 2019 77,930 2020 879,472 Principal amount of long-term debt 1,074,297 Less unamortized debt issuance costs (5,997 ) Total long-term debt $ 1,068,300 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Leases [Abstract] | |
Schedule of future minimum lease payments due under non-cancelable leases | Future minimum lease payments due under non-cancelable leases as of June 30, 2015, are as follows (in thousands): Year ending June 30: 2016 $ 47,178 2017 40,617 2018 30,883 2019 27,797 2020 24,930 Thereafter 36,929 Total minimum lease payments $ 208,334 |
OTHER LONG-TERM LIABILITIES (Ta
OTHER LONG-TERM LIABILITIES (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Other Long-Term Liabilities [Abstract] | |
Schedule of components of other long-term liabilities | June 30, 2015 2014 Deferred rent, net of current portion $ 28,038 $ 31,662 Interest rate swap agreements 11,728 7,774 Deferred revenue 7,784 8,397 Accrued post-retirement obligations 6,103 5,557 Reserve for unrecognized tax benefits 5,880 9,138 Other 848 825 Total other long-term liabilities $ 60,381 $ 63,353 |
BUSINESS SEGMENT, CUSTOMER AN47
BUSINESS SEGMENT, CUSTOMER AND GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Business Segment Information [Abstract] | |
Summarized financial information of reportable segments | Domestic Operations International Operations Total (in thousands) Year Ended June 30, 2015 Revenue from external customers $ 3,168,864 $ 144,588 $ 3,313,452 Net income attributable to CACI 114,658 11,537 126,195 Net assets 1,343,152 137,120 1,480,272 Goodwill 2,108,767 81,049 2,189,816 Total long-term assets 2,478,206 102,450 2,580,656 Total assets 3,070,510 186,606 3,257,116 Capital expenditures 15,324 2,120 17,444 Depreciation and amortization 61,587 4,496 66,083 Year Ended June 30, 2014 Revenue from external customers $ 3,421,544 $ 143,018 $ 3,564,562 Net income attributable to CACI 124,599 10,717 135,316 Net assets 1,221,641 137,525 1,359,166 Goodwill 2,099,821 88,748 2,188,569 Total long-term assets 2,509,992 113,297 2,623,289 Total assets 3,170,121 189,017 3,359,138 Capital expenditures 13,737 1,542 15,279 Depreciation and amortization 61,207 3,974 65,181 Year Ended June 30, 2013 Revenue from external customers $ 3,547,459 $ 134,531 $ 3,681,990 Net income attributable to CACI 141,741 9,948 151,689 Net assets 1,094,098 113,474 1,207,572 Goodwill 1,397,272 79,693 1,476,965 Total long-term assets 1,669,585 103,705 1,773,290 Total assets 2,333,452 163,619 2,497,071 Capital expenditures 13,667 1,772 15,439 Depreciation and amortization 50,568 3,510 54,078 |
Schedule of revenue by customer sector | Year ended June 30, 2015 % 2014 % 2013 % Department of Defense $ 2,217,031 66.9 % $ 2,578,024 72.3 % $ 2,735,102 74.3 % Federal civilian agencies 888,191 26.8 771,662 21.7 741,053 20.1 Commercial and other 202,858 6.1 199,521 5.6 190,142 5.2 State and local governments 5,372 0.2 15,355 0.4 15,693 0.4 Total revenue $ 3,313,452 100.0 % $ 3,564,562 100.0 % $ 3,681,990 100.0 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of income loss before income tax expense | Year ended June 30, 2015 2014 2013 Domestic $ 187,332 $ 204,879 $ 231,342 Foreign 14,190 13,763 12,694 Income before income taxes $ 201,522 $ 218,642 $ 244,036 |
Schedule of components of income tax expense | Year ended June 30, 2015 2014 2013 Current: Federal $ 37,159 $ 53,055 $ 47,038 State and local 8,080 11,456 10,767 Foreign 3,066 3,256 3,440 Total current 48,305 67,767 61,245 Deferred: Federal 23,261 12,580 26,218 State and local 3,964 2,680 5,313 Foreign (203 ) 299 (429 ) Total deferred 27,022 15,559 31,102 Total income tax expense $ 75,327 $ 83,326 $ 92,347 |
Schedule of effective income tax rate reconciliation | Year ended June 30, 2015 2014 2013 Expected tax expense computed at federal rate $ 70,533 $ 76,525 $ 85,413 State and local taxes, net of federal benefit 7,828 9,188 10,452 (Nonincludible) nondeductible items 2,166 1,150 (929 ) Effect of foreign tax rates (2,135 ) (1,885 ) (1,376 ) Other (3,065 ) (1,652 ) (1,213 ) Total income tax expense $ 75,327 $ 83,326 $ 92,347 |
Schedule of deferred tax assets and liabilities | June 30, 2015 2014 Deferred tax assets: Deferred compensation and post-retirement obligations $ 34,963 $ 35,360 Reserves and accruals 25,498 28,176 Stock-based compensation 7,242 8,301 Deferred rent 4,886 4,632 Other 16,376 13,127 Total deferred tax assets 88,965 89,596 Deferred tax liabilities: Goodwill and other intangible assets (258,498 ) (243,035 ) Unbilled revenue (15,652 ) (6,948 ) Prepaid expenses (5,452 ) (4,986 ) Other (9,600 ) (9,780 ) Total deferred tax liabilities (289,202 ) (264,749 ) Net deferred tax liability $ (200,237 ) $ (175,153 ) |
Schedule of unrecognized tax benefits | Year ended June 30, 2015 2014 2013 Beginning of year $ 9,636 $ 8,184 $ 7,013 Additions based on current year tax positions 1,468 2,023 1,261 Reductions based on changes to prior year tax positions (3,522 ) — — Lapse of statute of limitations (1,344 ) (426 ) (90 ) Settlement with taxing authorities (18 ) (145 ) — End of year $ 6,220 $ 9,636 $ 8,184 |
STOCK PLANS AND STOCK-BASED C49
STOCK PLANS AND STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Stock Plans And Stock-Based Compensation [Abstract] | |
Summary of stock-based compensation expense recognized | Year ended June 30, 2015 2014 2013 Stock-based compensation included in indirect costs and selling expense: Restricted stock and RSU expense $ 14,072 $ 11,516 $ 8,150 SSARs and non-qualified stock option expense — 41 682 Total stock-based compensation expense $ 14,072 $ 11,557 $ 8,832 Income tax benefit recognized for stock-based compensation expense $ 5,260 $ 4,392 $ 3,342 |
Summary of activity for outstanding SSARs and stock options | Number of Shares Exercise Price Weighted Average Exercise Price Weighted Average Grant Date Fair Value Outstanding, June 30, 2012 1,683,698 $34.10 – $65.04 $ 53.62 $ 21.21 Exercisable, June 30, 2012 1,362,451 34.10 – 65.04 54.79 22.01 Exercised (838,618 ) 34.10 – 58.40 48.76 18.93 Forfeited (10,350 ) 42.95 – 49.36 48.37 17.03 Expired (559,180 ) 36.13 – 65.04 63.46 26.51 Outstanding, June 30, 2013 275,550 37.67 – 59.30 48.62 17.54 Exercisable, June 30, 2013 243,170 37.67 – 59.30 48.58 17.60 Exercised (180,370 ) 45.77 – 49.36 48.53 17.81 Forfeited (1,150 ) 49.36 49.36 17.12 Expired (2,080 ) 49.36 49.36 17.12 Outstanding, June 30, 2014 91,950 37.67 – 59.30 48.77 17.02 Exercisable, June 30, 2014 91,950 37.67 – 59.30 48.77 17.02 Exercised (44,290 ) 37.67 – 59.30 49.36 17.33 Forfeited — — — — Expired (5,000 ) 47.59 47.59 10.68 Outstanding, June 30, 2015 42,660 37.67 – 49.36 48.29 17.45 Exercisable, June 30, 2015 42,660 $37.67 – $49.36 $ 48.29 $ 17.45 |
Summary of activity related to SSARs/Non-qualified stock options and RSUs/Restricted shares issued | SSARs and Stock Options Restricted Stock and Restricted Stock Units Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Unvested at June 30, 2012 321,247 $ 17.80 1,651,321 $ 45.97 Granted — — 605,277 59.07 Vested (278,517 ) 17.92 (347,497 ) 47.27 Forfeited (10,350 ) 17.03 (866,355 ) 53.04 Unvested at June 30, 2013 32,380 17.02 1,042,746 47.74 Granted — — 254,356 72.17 Vested (31,230 ) 17.02 (360,857 ) 45.07 Forfeited (1,150 ) 17.12 (98,003 ) 54.94 Unvested at June 30, 2014 — — 838,242 55.39 Granted — — 322,121 76.37 Vested — — (250,613 ) 47.84 Forfeited — — (45,184 ) 66.89 Unvested at June 30, 2015 — $ — 864,566 $ 64.79 |
Summary of information regarding cash proceeds received, intrinsic value and total tax benefits realized resulting from stock options exercises | Year ended June 30, 2015 2014 2013 Cash proceeds received $ 872 $ — $ 13,050 Intrinsic value realized $ 1,646 $ 3,868 $ 6,594 Income tax benefit realized $ 615 $ 1,470 $ 2,595 |
Summary of information regarding SSARs and stock options outstanding and exercisable | Information regarding the SSARs and stock options outstanding and exercisable as of June 30, 2015, is as follows (intrinsic value in thousands): SSARs and Options Outstanding and Exercisable Range of exercise Price Number of Instruments Weighted Average Exercise Price Weighted Average Remaining Contractual Life Intrinsic Value $30.00-$39.99 3,200 $ 37.67 0.14 $ 138 $40.00-$49.99 39,460 49.15 0.89 1,253 $50.00-$59.99 — — 42,660 $ 1,391 |
Summary of activity related to MSPP And DSPP | MSPP RSUs outstanding, June 30, 2014 13,800 Granted 748 Issued (7,809 ) Forfeited (834 ) RSUs outstanding, June 30, 2015 5,905 Weighted average grant date fair value as adjusted for the applicable discount $ 48.80 |
FAIR VALUE OF FINANCIAL INSTR50
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | As of June 30, Financial Statement Fair Value 2015 2014 Description of Financial Instrument Classification Hierarchy Fair Value Interest rate swap agreements Other long-term liabilities Level 2 $ 11,728 $ 7,774 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of basic and diluted earnings per share | Year ended June 30, 2015 2014 2013 Net income attributable to CACI $ 126,195 $ 135,316 $ 151,689 Weighted-average number of basic shares outstanding during the period 23,948 23,429 23,010 Dilutive effect of SSARs/stock options and RSUs/restricted shares after application of treasury stock method 384 441 743 Dilutive effect of the Convertible Notes — 1,046 132 Dilutive effect of the Warrants 56 239 — Weighted-average number of diluted shares outstanding during the period 24,388 25,155 23,885 Basic earnings per share $ 5.27 $ 5.78 $ 6.59 Diluted earnings per share $ 5.17 $ 5.38 $ 6.35 |
QUARTERLY FINANCIAL DATA (UNA52
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Quarterly Financial Data [Abstract] | |
Schedule of quarterly condensed financial operating results | Year ended June 30, 2015 First Second Third Fourth Revenue $ 814,726 $ 815,423 $ 817,797 $ 865,506 Income from operations $ 60,059 $ 47,528 $ 53,715 $ 75,079 Net income attributable to CACI $ 31,130 $ 24,642 $ 29,039 $ 41,384 Basic earnings per share $ 1.32 $ 1.03 $ 1.20 $ 1.71 Diluted earnings per share $ 1.29 $ 1.01 $ 1.18 $ 1.68 Weighted-average shares outstanding: Basic 23,565 23,890 24,165 24,180 Diluted 24,104 24,314 24,527 24,613 Year ended June 30, 2014 (1) First Second Third Fourth Revenue $ 864,265 $ 894,186 $ 900,393 $ 905,718 Income from operations $ 61,182 $ 66,454 $ 60,532 $ 69,235 Net income attributable to CACI $ 32,992 $ 34,962 $ 30,828 $ 36,534 Basic earnings per share $ 1.42 $ 1.49 $ 1.31 $ 1.55 Diluted earnings per share $ 1.33 $ 1.38 $ 1.19 $ 1.49 Weighted-average shares outstanding: Basic 23,314 23,433 23,473 23,498 Diluted 24,835 25,297 25,973 24,517 (1) |
ORGANIZATION AND BASIS OF PRE53
ORGANIZATION AND BASIS OF PRESENTATION (Detail Textuals) | 12 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable interest entity, ownership percentage | 50.00% |
SUMMARY OF SIGNIFICANT ACCOUN54
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Percent of total revenue subject to subsequent government audit of direct and indirect costs | 93.70% | 94.00% |
Material adjustment for audits not completed on revenue recognition | Management does not anticipate any material adjustment to the consolidated financial statements in subsequent periods for audits not yet started or completed. | |
Dilutive effects of shares issuable under the Notes, and warrants | 56 | 239 |
Amount of tax expense for changes in the fair value of interest rate swap agreements | $ 1.6 | |
Accumulated other comprehensive gain (loss) related to foreign currency translation adjustments | (6.7) | $ 5.2 |
Accumulated other comprehensive loss related to fair value of interest rate swaps | 7.1 | 4.7 |
Accumulated other comprehensive loss related to unrecognized post-retirement medical plan costs | $ 1.2 | $ 0.9 |
Minimum | ||
Estimated useful life | 3 years | |
Maximum | ||
Estimated useful life | 8 years |
ACQUISITIONS - Asset aquired an
ACQUISITIONS - Asset aquired and liability assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 | Nov. 15, 2013 | Jun. 30, 2013 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,189,816 | $ 2,188,569 | $ 1,476,965 | |
Six3 Systems Holdings II Inc | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 10,166 | |||
Accounts receivable | 80,615 | |||
Prepaid expenses and other current assets | 17,551 | |||
Property and equipment | 8,051 | |||
Customer contracts and customer relationships | 164,300 | |||
Goodwill | 702,747 | |||
Other assets | 598 | |||
Accounts payable | (9,047) | |||
Accrued expenses and other current liabilities | (63,417) | |||
Long-term deferred tax liability | (64,275) | |||
Total consideration | $ 847,289 |
ACQUISITIONS - Unaudited Pro Fo
ACQUISITIONS - Unaudited Pro Forma Financial Information (Details 1) - Six3 Systems Holdings II Inc - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Business Acquisition [Line Items] | ||
Revenue | $ 3,742,394 | $ 4,121,447 |
Net income | $ 150,881 | $ 152,406 |
Basic earnings per share (in dollars per share) | $ 6.44 | $ 6.62 |
Diluted earnings per share (in dollars per share) | $ 6 | $ 6.38 |
ACQUISITIONS (Detail Textuals)
ACQUISITIONS (Detail Textuals) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015USD ($)Associate | Jun. 30, 2014USD ($) | Jun. 30, 2013USD ($) | |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,189,816 | $ 2,188,569 | $ 1,476,965 |
LTC Engineering Associates, Inc. (LTC) | |||
Business Acquisition [Line Items] | |||
Percentage of outstanding shares acquired | 100.00% | ||
Total consideration to acquire businesses | $ 16,000 | ||
Number of associates | Associate | 50 | ||
Goodwill | $ 8,900 | ||
Business acquisition, intangible assets | $ 4,800 |
ACQUISITIONS (Detail Textuals 1
ACQUISITIONS (Detail Textuals 1) - Six3 Systems Holdings II Inc $ in Millions | 1 Months Ended |
Nov. 15, 2013USD ($) | |
Term loan (the Term Loan) | |
Business Acquisition [Line Items] | |
Increase in credit facility | $ 700 |
Revolving credit facility (the Revolving Facility) | |
Business Acquisition [Line Items] | |
Increase in credit facility | $ 100 |
ACQUISITIONS (Detail Textuals 2
ACQUISITIONS (Detail Textuals 2) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | |||||||||||||
Nov. 15, 2013 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | [1] | Sep. 30, 2013 | [1] | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |||
Business Acquisition [Line Items] | |||||||||||||||||
Net income | $ 41,384 | $ 29,039 | $ 24,642 | $ 31,130 | $ 36,534 | [1] | $ 30,828 | [1] | $ 34,962 | $ 32,992 | $ 126,195 | $ 135,316 | $ 151,689 | ||||
Goodwill | 2,189,816 | 2,188,569 | $ 2,188,569 | 2,189,816 | 2,188,569 | 1,476,965 | |||||||||||
Revenue from external customers | 865,506 | $ 817,797 | $ 815,423 | $ 814,726 | $ 905,718 | [1] | 900,393 | [1] | $ 894,186 | $ 864,265 | 3,313,452 | 3,564,562 | 3,681,990 | ||||
Amortization of customer contracts and customer relationships | 39,500 | 38,600 | $ 30,500 | ||||||||||||||
Loss on extinguishment on debt | $ (300) | $ (272) | (4,116) | ||||||||||||||
Six3 Systems Holdings II Inc | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of outstanding shares acquired | 100.00% | ||||||||||||||||
Net income | 8,900 | ||||||||||||||||
Initial purchase consideration | $ 820,000 | ||||||||||||||||
Estimated cash and net working capital adjustment | 25,800 | ||||||||||||||||
Escrow deposit related to net cash and working capital adjustments | $ 5,000 | ||||||||||||||||
Escrow deposit related to indemnified obligations | 35,000 | ||||||||||||||||
Escrow deposit distributed to seller | 5,000 | ||||||||||||||||
Estimated consideration allocated to assets acquired and liabilities assumed | 847,289 | ||||||||||||||||
Net working capital adjustment | 1,400 | ||||||||||||||||
Goodwill | 702,747 | ||||||||||||||||
Value attributed to goodwill, customer contracts and customer relationships deductible for income tax purposes | $ 55,100 | ||||||||||||||||
Revenue from external customers | 268,400 | ||||||||||||||||
Acquisition-related expenses | 11,700 | ||||||||||||||||
Loss on extinguishment on debt | $ 4,100 | ||||||||||||||||
Six3 Systems Holdings II Inc | Retention Agreements With Acquired Entity Executive | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Retention bonuses | 4,200 | ||||||||||||||||
Six3 Systems Holdings II Inc | Customer Contracts And Customer Relationships | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Amortization period | 14 years | ||||||||||||||||
Amortization of customer contracts and customer relationships | $ 12,900 | ||||||||||||||||
[1] | Six3 Systems, Inc. was acquired on November 15, 2013. |
ACQUISITIONS (Detail Textuals 3
ACQUISITIONS (Detail Textuals 3) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2013USD ($)Business | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,476,965 | $ 2,189,816 | $ 2,188,569 |
UNITED STATES | |||
Business Acquisition [Line Items] | |||
Number of businesses acquired | Business | 3 | ||
Total consideration to acquire businesses | $ 106,400 | ||
Goodwill | 71,500 | ||
Business acquisition, intangible assets | $ 19,900 |
CASH AND CASH EQUIVALENTS - Sch
CASH AND CASH EQUIVALENTS - Schedule of cash and cash equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Cash And Cash Equivalents [Abstract] | ||||
Cash | $ 31,768 | $ 62,560 | ||
Money market funds | 3,596 | 1,901 | ||
Total cash and cash equivalents | $ 35,364 | $ 64,461 | $ 64,337 | $ 15,740 |
ACCOUNTS RECEIVABLE - Schedule
ACCOUNTS RECEIVABLE - Schedule of accounts receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Accounts Receivable [Abstract] | ||
Billed receivables | $ 444,869 | $ 473,527 |
Billable receivables at end of period | 102,796 | 84,784 |
Unbilled receivables pending receipt of contractual documents authorizing billing | 48,490 | 57,269 |
Total accounts receivable, current | 596,155 | 615,580 |
Unbilled receivables, retainages and fee withholdings expected to be billed beyond the next 12 months | 8,188 | 8,714 |
Total accounts receivable | $ 604,343 | $ 624,294 |
ACCOUNTS RECEIVABLE (Detail Tex
ACCOUNTS RECEIVABLE (Detail Textuals) - USD ($) $ in Millions | Jun. 30, 2015 | Jun. 30, 2014 |
Accounts Receivable [Abstract] | ||
Allowance for doubtful accounts receivable | $ 3.2 | $ 3.7 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Goodwill [Roll Forward] | ||
Balance | $ 2,188,569 | $ 1,476,965 |
Goodwill acquired | 8,946 | 702,747 |
Foreign currency translation | (7,699) | 8,857 |
Balance | $ 2,189,816 | $ 2,188,569 |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Intangible assets | ||
Intangible assets | $ 552,388 | $ 549,223 |
Less accumulated amortization | ||
Accumulated amortization | (357,206) | (318,813) |
Total intangible assets, net | 195,182 | 230,410 |
Customer contracts and related customer relationships | ||
Intangible assets | ||
Intangible assets | 520,213 | 516,973 |
Less accumulated amortization | ||
Accumulated amortization | (328,217) | (291,583) |
Acquired technologies | ||
Intangible assets | ||
Intangible assets | 27,177 | 27,177 |
Less accumulated amortization | ||
Accumulated amortization | (24,728) | (23,119) |
Covenants not to compete | ||
Intangible assets | ||
Intangible assets | 3,417 | 3,472 |
Less accumulated amortization | ||
Accumulated amortization | (3,241) | (3,131) |
Other | ||
Intangible assets | ||
Intangible assets | 1,581 | 1,601 |
Less accumulated amortization | ||
Accumulated amortization | $ (1,020) | $ (980) |
INTANGIBLE ASSETS - Summary o66
INTANGIBLE ASSETS - Summary of expected amortization expense (Details 1) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Intangible Assets [Abstract] | ||
Year ending June 30, 2016 | $ 33,139 | |
Year ending June 30, 2017 | 29,810 | |
Year ending June 30, 2018 | 25,752 | |
Year ending June 30, 2019 | 21,293 | |
Year ending June 30, 2020 | 17,375 | |
Thereafter | 67,813 | |
Total intangible assets, net | $ 195,182 | $ 230,410 |
INTANGIBLE ASSETS (Detail Textu
INTANGIBLE ASSETS (Detail Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 39.5 | $ 38.6 | $ 30.5 |
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 | 13 years 3 months 18 days | ||
Weighted-average remaining amortization period | 11 years | ||
Acquired technologies | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average amortization period | 10 years | ||
Weighted-average remaining amortization period | 4 years 7 months 6 days |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of property and equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Property And Equipment [Abstract] | ||
Equipment and furniture | $ 107,098 | $ 99,144 |
Leasehold improvements | 79,508 | 80,412 |
Property and equipment, at cost | 186,606 | 179,556 |
Less accumulated depreciation and amortization | (122,917) | (111,071) |
Total property and equipment, net | $ 63,689 | $ 68,485 |
PROPERTY AND EQUIPMENT (Detail
PROPERTY AND EQUIPMENT (Detail Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Property And Equipment [Abstract] | |||
Depreciation expense | $ 22.7 | $ 22.7 | $ 21.1 |
CAPITALIZED EXTERNAL SOFTWARE70
CAPITALIZED EXTERNAL SOFTWARE DEVELOPMENT COSTS - Summary of changes in capitalized external software development costs, including costs capitalized and amortized (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Movement in Capitalized Computer Software, Net [Roll Forward] | |||
Capitalized software development costs, beginning of year | $ 16,594 | $ 12,742 | $ 6,448 |
Costs capitalized | 2,572 | 7,742 | 8,842 |
Amortization | (3,911) | (3,890) | (2,548) |
Capitalized software development costs, end of year | $ 15,255 | $ 16,594 | $ 12,742 |
ACCRUED COMPENSATION AND BENE71
ACCRUED COMPENSATION AND BENEFITS (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Accrued Compensation And Benefits [Abstract] | ||
Accrued salaries and withholdings | $ 97,513 | $ 100,503 |
Accrued leave | 66,162 | 63,392 |
Accrued fringe benefits | 22,155 | 19,466 |
Total accrued compensation and benefits | $ 185,830 | $ 183,361 |
OTHER ACCRUED EXPENSES AND CU72
OTHER ACCRUED EXPENSES AND CURRENT LIABILITIES - Schedule Of Other Accrued Expenses And Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Other Accrued Expenses And Current Liabilities [Abstract] | ||
Vendor obligations | $ 76,729 | $ 88,617 |
Deferred revenue | 25,898 | 33,584 |
Other | 15,419 | 19,651 |
Total other accrued expenses and current liabilities | $ 118,046 | $ 141,852 |
LONG TERM DEBT - Summary of lon
LONG TERM DEBT - Summary of long-term debt (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | $ 1,074,297 | $ 1,285,469 |
Less unamortized debt issuance costs | (5,997) | (5,178) |
Total long-term debt | 1,068,300 | 1,280,291 |
Less current portion | (38,965) | (41,563) |
Long-term debt, net of current portion | 1,029,335 | 1,238,728 |
Bank credit facility - term loans | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | 779,297 | 810,469 |
Bank credit facility - revolver loans | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | $ 295,000 | $ 475,000 |
LONG TERM DEBT - Components of
LONG TERM DEBT - Components of interest expense (Details 1) - Convertible Notes Payable - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Debt Instrument [Line Items] | |||
Coupon interest | $ 5,313 | $ 6,375 | |
Non-cash amortization of discount | 11,421 | 12,868 | |
Amortization of issuance costs | 683 | 820 | |
Total | $ 17,417 | $ 20,063 |
LONG TERM DEBT - Effect of deri
LONG TERM DEBT - Effect of derivative instruments (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Long-Term Debt [Abstract] | |||
(Loss) gain recognized in other comprehensive income | $ (9,422) | $ (4,999) | $ 262 |
Amounts reclassified to earnings from accumulated other comprehensive loss | 7,024 | 1,356 | |
Net current period other comprehensive income (loss) | $ (2,398) | $ (3,643) | $ 262 |
LONG TERM DEBT - Aggregate matu
LONG TERM DEBT - Aggregate maturities of long-term debt (Details 3) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Long-Term Debt [Abstract] | ||
2,016 | $ 38,965 | |
2,017 | 38,965 | |
2,018 | 38,965 | |
2,019 | 77,930 | |
2,020 | 879,472 | |
Principal amount of long-term debt | 1,074,297 | $ 1,285,469 |
Less unamortized debt issuance costs | (5,997) | (5,178) |
Total long-term debt | $ 1,068,300 | $ 1,280,291 |
LONG TERM DEBT (Detail Textuals
LONG TERM DEBT (Detail Textuals) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Apr. 22, 2015 | Nov. 15, 2013 | Jun. 30, 2015 | Dec. 31, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | |
Debt Instrument [Line Items] | ||||||
Loss on extinguishment on debt | $ 300 | $ 272 | $ 4,116 | |||
Outstanding amount under term loan | 1,074,297 | 1,074,297 | 1,285,469 | |||
Unamortized debt issuance expense | 5,997 | 5,997 | 5,178 | |||
Six3 Systems Holdings II Inc | ||||||
Debt Instrument [Line Items] | ||||||
Loss on extinguishment on debt | (4,100) | |||||
Indirect costs and selling expenses | ||||||
Debt Instrument [Line Items] | ||||||
Loss on extinguishment on debt | $ (4,100) | |||||
Bank Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capacity | 1,681,300 | $ 1,681,300 | ||||
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, amount outstanding | $ 295,000 | $ 295,000 | ||||
Outstanding borrowings interest rate | 2.89% | 2.89% | ||||
Debt issuance cost capitalized | $ 11,300 | |||||
Bank Credit Facility | Long-term Debt | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance expense | $ 6,000 | $ 6,000 | ||||
Bank Credit Facility | Other long-term assets | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance expense | 4,700 | 4,700 | ||||
Revolving credit facility (the Revolving Facility) | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capacity | 850,000 | 850,000 | ||||
Outstanding amount under term loan | 295,000 | 295,000 | 475,000 | |||
Revolving credit facility (the Revolving Facility) | Six3 Systems Holdings II Inc | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capacity | $ 750,000 | |||||
Increase in credit facility | 100,000 | |||||
Same-Day Swing Line Loan Revolving Credit Sub Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capacity | 75,000 | 75,000 | ||||
Stand-By Letters Of Credit Revolving Credit Sub Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capacity | 25,000 | 25,000 | ||||
Credit facility, amount outstanding | 500 | 500 | ||||
Term loan (the Term Loan) | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capacity | 831,300 | $ 831,300 | ||||
Loan maturity date | Jun. 1, 2020 | |||||
Term loan period | 5 years | |||||
Term loan frequency of payment | quarterly | |||||
Outstanding amount under term loan | $ 779,297 | $ 779,297 | $ 810,469 | |||
Term loan (the Term Loan) | Six3 Systems Holdings II Inc | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capacity | 150,000 | |||||
Increase in credit facility | $ 700,000 | |||||
Term loan (the Term Loan) | Principal Payment Through June 30, 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Term loan principal payment | 9,700 | |||||
Term loan (the Term Loan) | Principal Payment Thereafter June 30, 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Term loan principal payment | $ 19,500 |
LONG TERM DEBT (Detail Textua78
LONG TERM DEBT (Detail Textuals 1) - USD ($) $ / shares in Units, $ in Millions | May. 01, 2014 | May. 16, 2007 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 |
Debt Instrument [Line Items] | |||||
Initial conversion price per share | $ 54.65 | ||||
Dilutive effect of the Warrants | 56,000 | 239,000 | |||
Warrant's exercise price | $ 68.31 | ||||
Warrants, maximum number of shares that can be issued | 500,000 | ||||
Cash Flow Hedging | Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Swap agreements | $ 600 | ||||
Convertible Notes Payable | |||||
Debt Instrument [Line Items] | |||||
Convertible senior subordinated notes, issuance date | May 16, 2007 | ||||
Par value of convertible notes | $ 300 | ||||
Convertible senior subordinated notes, maturity date | May 1, 2014 | ||||
Convertible notes - aggregate conversion value | $ 406.8 | ||||
Settlement of convertible notes in cash | $ 300 | ||||
Settlement of Convertible Notes in shares | 1,400,000 | ||||
Outstanding borrowings interest rate | 6.90% | ||||
Fair value of the liability component of notes | $ 221.9 | ||||
Proceeds from notes payable | 300 | ||||
Fair value of equity component | $ 78.1 | ||||
Debt discount amortization period | 7 years | ||||
Convertible Notes Payable | Call Options | |||||
Debt Instrument [Line Items] | |||||
Call options, cost | $ 84.4 | ||||
Call options, maximum number of shares that can be purchased | 5,500,000 | ||||
Call options, strike price | $ 54.65 | ||||
Number of shares received upon exercise of options | 1,400,000 | ||||
Convertible Notes Payable | Warrants | |||||
Debt Instrument [Line Items] | |||||
Warrant's exercise price | $ 68.31 | ||||
Warrants, maximum number of shares that can be issued | 5,500,000 | ||||
Warrants, proceeds from sale | $ 56.5 | ||||
Warrants, number of shares issued upon settlement | 497,550 |
LEASES (Future Minimum Lease Pa
LEASES (Future Minimum Lease Payments Due Under Non-Cancelable Leases) (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Leases [Abstract] | |
2,016 | $ 47,178 |
2,017 | 40,617 |
2,018 | 30,883 |
2,019 | 27,797 |
2,020 | 24,930 |
Thereafter | 36,929 |
Total minimum lease payments | $ 208,334 |
LEASES (Detail Textuals)
LEASES (Detail Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Leases [Abstract] | |||
Operating leases expiration term | 10 years | ||
Net sublease rental income | $ 0.2 | ||
Non-cancelable sublease rental income receivable period | 28 months | ||
Operating lease rental expenses | $ 54.6 | $ 51.8 | $ 50.6 |
OTHER LONG-TERM LIABILITIES (Co
OTHER LONG-TERM LIABILITIES (Components Of Other Long-Term Liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Other Long-Term Liabilities [Abstract] | ||
Deferred rent, net of current portion | $ 28,038 | $ 31,662 |
Interest rate swap agreements | 11,728 | 7,774 |
Deferred revenue | 7,784 | 8,397 |
Accrued post-retirement obligations | 6,103 | 5,557 |
Reserve for unrecognized tax benefits | 5,880 | 9,138 |
Other | 848 | 825 |
Total other long-term liabilities | $ 60,381 | $ 63,353 |
OTHER LONG-TERM LIABILITIES (De
OTHER LONG-TERM LIABILITIES (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Other Long-Term Liabilities [Abstract] | ||
Costs associated with post-retirement plan | $ 300 | $ 300 |
Fair Value, Measurements, Recurring | Other long-term liabilities | Level 2 | Interest Rate Swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of swap agreements | $ 11,728 | $ 7,774 |
BUSINESS SEGMENT, CUSTOMER AN83
BUSINESS SEGMENT, CUSTOMER AND GEOGRAPHIC INFORMATION (Summarized Financial Information Of Reportable Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | [1] | Dec. 31, 2013 | [1] | Sep. 30, 2013 | [1] | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | ||
Revenue from external customers | $ 865,506 | $ 817,797 | $ 815,423 | $ 814,726 | $ 905,718 | [1] | $ 900,393 | $ 894,186 | $ 864,265 | $ 3,313,452 | $ 3,564,562 | $ 3,681,990 | ||||
Net income attributable to CACI | 41,384 | $ 29,039 | $ 24,642 | $ 31,130 | 36,534 | [1] | $ 30,828 | $ 34,962 | $ 32,992 | 126,195 | 135,316 | 151,689 | ||||
Net assets | 1,480,272 | 1,359,166 | 1,480,272 | 1,359,166 | 1,207,572 | $ 1,164,445 | ||||||||||
Goodwill | 2,189,816 | 2,188,569 | 2,189,816 | 2,188,569 | 1,476,965 | |||||||||||
Total long-term assets | 2,580,656 | 2,623,289 | 2,580,656 | 2,623,289 | 1,773,290 | |||||||||||
Total assets | 3,257,116 | 3,359,138 | 3,257,116 | 3,359,138 | 2,497,071 | |||||||||||
Capital expenditures | 17,444 | 15,279 | 15,439 | |||||||||||||
Depreciation and amortization | 66,083 | 65,181 | 54,078 | |||||||||||||
Domestic Operations | ||||||||||||||||
Revenue from external customers | 3,168,864 | 3,421,544 | 3,547,459 | |||||||||||||
Net income attributable to CACI | 114,658 | 124,599 | 141,741 | |||||||||||||
Net assets | 1,343,152 | 1,221,641 | 1,343,152 | 1,221,641 | 1,094,098 | |||||||||||
Goodwill | 2,108,767 | 2,099,821 | 2,108,767 | 2,099,821 | 1,397,272 | |||||||||||
Total long-term assets | 2,478,206 | 2,509,992 | 2,478,206 | 2,509,992 | 1,669,585 | |||||||||||
Total assets | 3,070,510 | 3,170,121 | 3,070,510 | 3,170,121 | 2,333,452 | |||||||||||
Capital expenditures | 15,324 | 13,737 | 13,667 | |||||||||||||
Depreciation and amortization | 61,587 | 61,207 | 50,568 | |||||||||||||
International Operations | ||||||||||||||||
Revenue from external customers | 144,588 | 143,018 | 134,531 | |||||||||||||
Net income attributable to CACI | 11,537 | 10,717 | 9,948 | |||||||||||||
Net assets | 137,120 | 137,525 | 137,120 | 137,525 | 113,474 | |||||||||||
Goodwill | 81,049 | 88,748 | 81,049 | 88,748 | 79,693 | |||||||||||
Total long-term assets | 102,450 | 113,297 | 102,450 | 113,297 | 103,705 | |||||||||||
Total assets | $ 186,606 | $ 189,017 | 186,606 | 189,017 | 163,619 | |||||||||||
Capital expenditures | 2,120 | 1,542 | 1,772 | |||||||||||||
Depreciation and amortization | $ 4,496 | $ 3,974 | $ 3,510 | |||||||||||||
[1] | Six3 Systems, Inc. was acquired on November 15, 2013. |
BUSINESS SEGMENT, CUSTOMER AN84
BUSINESS SEGMENT, CUSTOMER AND GEOGRAPHIC INFORMATION (Revenue By Customer Sector) (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | [1] | Mar. 31, 2014 | [1] | Dec. 31, 2013 | [1] | Sep. 30, 2013 | [1] | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Revenue, Major Customer [Line Items] | |||||||||||||||
Revenue from external customers | $ 865,506 | $ 817,797 | $ 815,423 | $ 814,726 | $ 905,718 | $ 900,393 | $ 894,186 | $ 864,265 | $ 3,313,452 | $ 3,564,562 | $ 3,681,990 | ||||
Sales | |||||||||||||||
Revenue, Major Customer [Line Items] | |||||||||||||||
Revenue from external customers | $ 3,313,452 | $ 3,564,562 | $ 3,681,990 | ||||||||||||
Revenue percentage | 100.00% | 100.00% | 100.00% | ||||||||||||
Department of Defense | Sales | |||||||||||||||
Revenue, Major Customer [Line Items] | |||||||||||||||
Revenue from external customers | $ 2,217,031 | $ 2,578,024 | $ 2,735,102 | ||||||||||||
Revenue percentage | 66.90% | 72.30% | 74.30% | ||||||||||||
Federal civilian agencies | Sales | |||||||||||||||
Revenue, Major Customer [Line Items] | |||||||||||||||
Revenue from external customers | $ 888,191 | $ 771,662 | $ 741,053 | ||||||||||||
Revenue percentage | 26.80% | 21.70% | 20.10% | ||||||||||||
Commercial and other | Sales | |||||||||||||||
Revenue, Major Customer [Line Items] | |||||||||||||||
Revenue from external customers | $ 202,858 | $ 199,521 | $ 190,142 | ||||||||||||
Revenue percentage | 6.10% | 5.60% | 5.20% | ||||||||||||
State and local governments | Sales | |||||||||||||||
Revenue, Major Customer [Line Items] | |||||||||||||||
Revenue from external customers | $ 5,372 | $ 15,355 | $ 15,693 | ||||||||||||
Revenue percentage | 0.20% | 0.40% | 0.40% | ||||||||||||
[1] | Six3 Systems, Inc. was acquired on November 15, 2013. |
BUSINESS SEGMENT, CUSTOMER AN85
BUSINESS SEGMENT, CUSTOMER AND GEOGRAPHIC INFORMATION (Detail Textuals) - Segment | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Revenue, Major Customer [Line Items] | |||
Number of reportable segments | 2 | ||
Sales | |||
Revenue, Major Customer [Line Items] | |||
Revenue percentage | 100.00% | 100.00% | 100.00% |
Agencies and U.S. Government | Sales | |||
Revenue, Major Customer [Line Items] | |||
Revenue percentage | 93.70% | 94.00% | 94.40% |
INVESTMENTS IN JOINT VENTURES (
INVESTMENTS IN JOINT VENTURES (Detail Textuals) - AC FIRST LLC - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2009 | Jun. 30, 2015 | Jun. 30, 2014 | |
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage of parent | 49.00% | ||
Ownership percentage of joint venture partner | 51.00% | ||
Current investment in joint venture | $ 5.3 | $ 5.6 | |
Net income share of joint venture partner | 0.9 | 1.5 | |
Cash distributions received | $ 1.2 | $ 5.6 |
INVESTMENTS IN JOINT VENTURES87
INVESTMENTS IN JOINT VENTURES (Detail Textuals 1) - eVenture Technologies LLC | Jun. 30, 2015 |
Related Party Transaction [Line Items] | |
Ownership percentage by parent | 60.00% |
ActioNet, Inc. | |
Related Party Transaction [Line Items] | |
Ownership percentage by joint venturer | 40.00% |
OTHER COMMITMENTS AND CONTING88
OTHER COMMITMENTS AND CONTINGENCIES (Detail Textuals) $ in Millions | 1 Months Ended | 12 Months Ended |
Mar. 26, 2012USD ($)Contract | Jun. 30, 2015USD ($) | |
Loss Contingencies [Line Items] | ||
Number of company contracts subpoenaed | Contract | 1 | |
Accrued estimates of the possible losses, low | $ 0 | |
Accrued estimates of the possible losses, high | $ 1.8 | |
Minimum | ||
Loss Contingencies [Line Items] | ||
Value added tax examination, range of possible losses | $ 0 | |
Sales and use tax examination, range of possible losses | 2.9 | |
Maximum | ||
Loss Contingencies [Line Items] | ||
Value added tax examination, range of possible losses | 3.2 | |
Sales and use tax examination, range of possible losses | $ 5.1 |
INCOME TAXES - Schedule Of Inco
INCOME TAXES - Schedule Of Income Loss Before Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 187,332 | $ 204,879 | $ 231,342 |
Foreign | 14,190 | 13,763 | 12,694 |
Income before income taxes | $ 201,522 | $ 218,642 | $ 244,036 |
INCOME TAXES - Schedule Of Comp
INCOME TAXES - Schedule Of Components Of Income Tax Expense (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Current: | |||
Federal | $ 37,159 | $ 53,055 | $ 47,038 |
State and local | 8,080 | 11,456 | 10,767 |
Foreign | 3,066 | 3,256 | 3,440 |
Total current | 48,305 | 67,767 | 61,245 |
Deferred: | |||
Federal | 23,261 | 12,580 | 26,218 |
State and local | 3,964 | 2,680 | 5,313 |
Foreign | (203) | 299 | (429) |
Total deferred | 27,022 | 15,559 | 31,102 |
Total income tax expense | $ 75,327 | $ 83,326 | $ 92,347 |
INCOME TAXES - Schedule Of Effe
INCOME TAXES - Schedule Of Effective Income Tax Rate Reconciliation (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | |||
Expected tax expense computed at federal rate | $ 70,533 | $ 76,525 | $ 85,413 |
State and local taxes, net of federal benefit | 7,828 | 9,188 | 10,452 |
(Nonincludible) nondeductible items | 2,166 | 1,150 | (929) |
Effect of foreign tax rates | (2,135) | (1,885) | (1,376) |
Other | (3,065) | (1,652) | (1,213) |
Total income tax expense | $ 75,327 | $ 83,326 | $ 92,347 |
INCOME TAXES - Schedule Of Defe
INCOME TAXES - Schedule Of Deferred Tax Assets And Liabilities (Details 3) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Deferred tax assets: | ||
Deferred compensation and post-retirement obligations | $ 34,963 | $ 35,360 |
Reserves and accruals | 25,498 | 28,176 |
Stock-based compensation | 7,242 | 8,301 |
Deferred rent | 4,886 | 4,632 |
Other | 16,376 | 13,127 |
Total deferred tax assets | 88,965 | 89,596 |
Deferred tax liabilities: | ||
Goodwill and other intangible assets | (258,498) | (243,035) |
Unbilled revenue | (15,652) | (6,948) |
Prepaid expenses | (5,452) | (4,986) |
Other | (9,600) | (9,780) |
Total deferred tax liabilities | (289,202) | (264,749) |
Net deferred tax liability | $ (200,237) | $ (175,153) |
INCOME TAXES - Schedule Of Unre
INCOME TAXES - Schedule Of Unrecognized Tax Benefits (Details 4) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | |||
Beginning of year | $ 9,636 | $ 8,184 | $ 7,013 |
Additions based on current year tax positions | 1,468 | 2,023 | 1,261 |
Reductions based on changes to prior year tax positions | (3,522) | ||
Lapse of statute of limitations | (1,344) | (426) | (90) |
Settlement with taxing authorities | (18) | (145) | |
End of year | $ 6,220 | $ 9,636 | $ 8,184 |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |
Income Tax Disclosure [Abstract] | ||||
Statutory U.S. income tax rate | 35.00% | 35.00% | 35.00% | |
Undistributed earnings | $ 10,900 | |||
Unrecognized tax benefit that would impact the company's effective tax rate | 1,300 | $ 2,400 | $ 2,600 | |
Reserve for unrecognized tax benefits | 5,880 | 9,138 | ||
Income Tax Contingency [Line Items] | ||||
Liability for unrecognized tax benefits | 6,220 | $ 9,636 | $ 8,184 | $ 7,013 |
Other long-term liabilities | ||||
Income Tax Contingency [Line Items] | ||||
Liability for unrecognized tax benefits | $ 5,900 |
RETIREMENT SAVINGS PLANS (Detai
RETIREMENT SAVINGS PLANS (Detail Textuals) - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Accrued compensation and benefits | $ 185,830,000 | $ 183,361,000 | |
Supplemental retirement savings plan obligations and other long-term liabilities | $ (2,466,000) | 2,116,000 | $ 13,712,000 |
401 (k) Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Employee contribution to defined contribution plan | 75.00% | ||
Matching contribution percentage of cash compensation | 6.00% | ||
Matching contribution percentage of cash compensation | 50.00% | ||
Contribution expense | $ 22,500,000 | 21,900,000 | 26,800,000 |
Employer's contributions vesting period | 3 years | ||
International Operations Defined Contribution Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Contributions by employer | $ 1,100,000 | 1,100,000 | 2,000,000 |
Supplemental Savings Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Contribution expense | 500,000 | 300,000 | $ 1,000,000 |
Contributions by employer | $ 400,000 | ||
Employee contribution percentage | 50.00% | ||
Employee contribution percentage of bonus and commission | 100.00% | ||
Employee contribution percentage that exceed limit set forth in defined contribution plan | 5.00% | ||
Employer's contributions vesting period | 5 years | ||
Compensation limit on contributions by employer per year | $ 265,000 | ||
Obligations due to participants | 82,700,000 | ||
Accrued compensation and benefits | 5,900,000 | ||
Supplemental retirement savings plan obligations and other long-term liabilities | 1,600,000 | ||
Investment gains | 2,200,000 | ||
Participant compensation deferral | 6,400,000 | ||
Distributions paid to participants | 10,500,000 | ||
401 (k) Six3 Retirement Savings Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Contribution expense | 700,000 | 1,100,000 | |
Employer discretionary contribution | 18,000,000 | $ 10,400,000 | |
Rabbi Trust | Supplemental Savings Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Investment gains | 2,000,000 | ||
Carrying value of investment | $ 89,000,000 |
STOCK PLANS AND STOCK-BASED C96
STOCK PLANS AND STOCK-BASED COMPENSATION - Summary of the components of stock-based compensation expense with the income tax benefits realized (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Stock-based compensation included in indirect costs and selling expense: | |||
Restricted stock and RSU expense | $ 14,072 | $ 11,516 | $ 8,150 |
SSARs and non-qualified stock option expense | 41 | 682 | |
Total stock-based compensation expense | $ 14,072 | 11,557 | 8,832 |
Income tax benefit recognized for stock-based compensation expense | $ 5,260 | $ 4,392 | $ 3,342 |
STOCK PLANS AND STOCK-BASED C97
STOCK PLANS AND STOCK-BASED COMPENSATION - Summary of activity for outstanding SSARs And Stock Options (Details 1) - SSARs and Stock Options - $ / shares | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Exercise Price 34.10 - 65.04 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise Price, Minimum | $ 34.10 | ||
Exercise Price, Maximum | $ 65.04 | ||
Number of Shares | |||
Outstanding, Beginning Balance | 1,683,698 | ||
Exercisable, Beginning Balance | 1,362,451 | ||
Weighted Average Exercise Price | |||
Outstanding, Beginning Balance | $ 53.62 | ||
Exercisable, Beginning Balance | 54.79 | ||
Weighted Average Grant Date Fair Value | |||
Outstanding, Beginning Balance | 21.21 | ||
Exercisable, Beginning Balance | 22.01 | ||
Exercise Price 34.10 - 58.40 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise Price, Minimum | 34.10 | ||
Exercise Price, Maximum | $ 58.40 | ||
Number of Shares | |||
Exercised | (838,618) | ||
Weighted Average Exercise Price | |||
Exercised | $ 48.76 | ||
Weighted Average Grant Date Fair Value | |||
Exercised | 18.93 | ||
Exercise Price 42.95 - 49.36 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise Price, Minimum | 42.95 | ||
Exercise Price, Maximum | $ 49.36 | ||
Number of Shares | |||
Forfeited | (10,350) | ||
Weighted Average Exercise Price | |||
Forfeited | $ 48.37 | ||
Weighted Average Grant Date Fair Value | |||
Forfeited | 17.03 | ||
Exercise Price 36.13 - 65.04 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise Price, Minimum | 36.13 | ||
Exercise Price, Maximum | $ 65.04 | ||
Number of Shares | |||
Expired | (559,180) | ||
Weighted Average Exercise Price | |||
Expired | $ 63.46 | ||
Weighted Average Grant Date Fair Value | |||
Expired | 26.51 | ||
Exercise Price 37.67 - 59.30 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise Price, Minimum | $ 37.67 | $ 37.67 | 37.67 |
Exercise Price, Maximum | $ 59.30 | $ 59.30 | $ 59.30 |
Number of Shares | |||
Outstanding, Beginning Balance | 91,950 | 275,550 | |
Exercisable, Beginning Balance | 91,950 | 243,170 | |
Exercised | (44,290) | ||
Outstanding, Ending Balance | 91,950 | 275,550 | |
Exercisable, Ending Balance | 91,950 | 243,170 | |
Weighted Average Exercise Price | |||
Outstanding, Beginning Balance | $ 48.77 | $ 48.62 | |
Exercisable, Beginning Balance | 48.77 | 48.58 | |
Exercised | 49.36 | ||
Outstanding, Ending Balance | 48.77 | $ 48.62 | |
Exercisable, Ending Balance | 48.77 | 48.58 | |
Weighted Average Grant Date Fair Value | |||
Outstanding, Beginning Balance | 17.02 | 17.54 | |
Exercisable, Beginning Balance | 17.02 | 17.6 | |
Exercised | 17.33 | ||
Outstanding, Ending Balance | 17.02 | 17.54 | |
Exercisable, Ending Balance | 17.02 | $ 17.6 | |
Exercise Price 45.77 - 49.36 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise Price, Minimum | 45.77 | ||
Exercise Price, Maximum | $ 49.36 | ||
Number of Shares | |||
Exercised | (180,370) | ||
Weighted Average Exercise Price | |||
Exercised | $ 48.53 | ||
Weighted Average Grant Date Fair Value | |||
Exercised | 17.81 | ||
Exercise Price 49.36 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise Price, Minimum | $ 49.36 | ||
Number of Shares | |||
Expired | (2,080) | ||
Forfeited | (1,150) | ||
Weighted Average Exercise Price | |||
Forfeited | $ 49.36 | ||
Expired | 49.36 | ||
Weighted Average Grant Date Fair Value | |||
Forfeited | 17.12 | ||
Expired | $ 17.12 | ||
Exercise Price 47.59 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise Price, Minimum | $ 47.59 | ||
Number of Shares | |||
Expired | (5,000) | ||
Weighted Average Exercise Price | |||
Expired | $ 47.59 | ||
Weighted Average Grant Date Fair Value | |||
Expired | 10.68 | ||
Exercise Price 37.67 - 49.36 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise Price, Minimum | 37.67 | ||
Exercise Price, Maximum | $ 49.36 | ||
Number of Shares | |||
Outstanding, Beginning Balance | 42,660 | ||
Exercisable, Beginning Balance | 42,660 | ||
Outstanding, Ending Balance | 42,660 | ||
Exercisable, Ending Balance | 42,660 | ||
Weighted Average Exercise Price | |||
Outstanding, Ending Balance | $ 48.29 | ||
Exercisable, Ending Balance | 48.29 | ||
Weighted Average Grant Date Fair Value | |||
Outstanding, Ending Balance | 17.45 | ||
Exercisable, Ending Balance | $ 17.45 |
STOCK PLANS AND STOCK-BASED C98
STOCK PLANS AND STOCK-BASED COMPENSATION - Summary of activity related to SSARs/non-qualified stock options and RSUs/restricted shares issued (Details 2) - $ / shares | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
SSARs and Stock Options | |||
Number of Shares | |||
Unvested, June 30 | 32,380 | 321,247 | |
Granted | |||
Vested | (31,230) | (278,517) | |
Forfeited | (1,150) | (10,350) | |
Unvested, June 30 | 32,380 | ||
Weighted Average Grant Date Fair Value | |||
Unvested | $ 17.02 | $ 17.80 | |
Granted | |||
Vested | $ 17.02 | $ 17.92 | |
Forfeited | $ 17.12 | 17.03 | |
Unvested | $ 17.02 | ||
Restricted Stock And Restricted Stock Units | |||
Number of Shares | |||
Unvested, June 30 | 838,242 | 1,042,746 | 1,651,321 |
Granted | 322,121 | 254,356 | 605,277 |
Vested | (250,613) | (360,857) | (347,497) |
Forfeited | (45,184) | (98,003) | (866,355) |
Unvested, June 30 | 864,566 | 838,242 | 1,042,746 |
Weighted Average Grant Date Fair Value | |||
Unvested, June 30 | $ 55.39 | $ 47.74 | $ 45.97 |
Granted | 76.37 | 72.17 | 59.07 |
Vested | 47.84 | 45.07 | 47.27 |
Forfeited | 66.89 | 54.94 | 53.04 |
Unvested, June 30 | $ 64.79 | $ 55.39 | $ 47.74 |
STOCK PLANS AND STOCK-BASED C99
STOCK PLANS AND STOCK-BASED COMPENSATION - Summary of information regarding the cash proceeds received, and the intrinsic value and total tax benefits realized resulting from stock option exercises (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Stock Plans And Stock-Based Compensation [Abstract] | |||
Cash proceeds received | $ 872 | $ 13,050 | |
Intrinsic value realized | 1,646 | $ 3,868 | 6,594 |
Income tax benefit realized | $ 615 | $ 1,470 | $ 2,595 |
STOCK PLANS AND STOCK-BASED 100
STOCK PLANS AND STOCK-BASED COMPENSATION - Summary of information regarding the SSARs and stock options outstanding and exercisable (Details 4) - Jun. 30, 2015 - SSARs and Stock Options - USD ($) $ / shares in Units, $ in Thousands | Total |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding, Number of Instruments | 42,660 |
Outstanding, Intrinsic Value | $ 1,391 |
Exercisable, Number of Instruments | 42,660 |
Exercisable, Intrinsic Value | $ 1,391 |
$30.00-$39.99 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise Price, minimum | $ 30 |
Range of exercise Price, maximum | $ 39.99 |
Outstanding, Number of Instruments | 3,200 |
Outstanding, Weighted Average Exercise Price | $ 37.67 |
Outstanding, Weighted Average Remaining Contractual Life | 1 month 21 days |
Outstanding, Intrinsic Value | $ 138 |
Exercisable, Number of Instruments | 3,200 |
Exercisable, Weighted Average Exercise Price | $ 37.67 |
Exercisable, Weighted Average Remaining Contractual Life | 1 month 21 days |
Exercisable, Intrinsic Value | $ 138 |
$40.00-$49.99 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise Price, minimum | $ 40 |
Range of exercise Price, maximum | $ 49.99 |
Outstanding, Number of Instruments | 39,460 |
Outstanding, Weighted Average Exercise Price | $ 49.15 |
Outstanding, Weighted Average Remaining Contractual Life | 10 months 21 days |
Outstanding, Intrinsic Value | $ 1,253 |
Exercisable, Number of Instruments | 39,460 |
Exercisable, Weighted Average Exercise Price | $ 49.15 |
Exercisable, Weighted Average Remaining Contractual Life | 10 months 21 days |
Exercisable, Intrinsic Value | $ 1,253 |
$50.00-$59.99 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise Price, minimum | $ 50 |
Range of exercise Price, maximum | $ 59.99 |
Outstanding, Number of Instruments | |
Outstanding, Intrinsic Value | |
Exercisable, Number of Instruments | |
Exercisable, Intrinsic Value |
STOCK PLANS AND STOCK-BASED 101
STOCK PLANS AND STOCK-BASED COMPENSATION - Summary of activity related to the MSPP and the DSPP (Details 5) - Jun. 30, 2015 - MSPP - RSUs - $ / shares | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Unvested, Beginning Balance | 13,800 |
Granted | 748 |
Issued | (7,809) |
Forfeited | (834) |
Number of Shares, Unvested, Ending Balance | 5,905 |
Weighted average grant date fair value as adjusted for the applicable discount | $ 48.80 |
STOCK PLANS AND STOCK-BASED 102
STOCK PLANS AND STOCK-BASED COMPENSATION (Detail Textuals) - Jun. 30, 2015 - USD ($) $ in Millions | Total |
Restricted Shares And Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ 32.4 |
Weighted-average period to recognize unrecognized compensation cost (in years) | 2 years 2 months 12 days |
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 | RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Description of issuance of awards condition | If EPS for the year ending June 30, 2015 exceeds the specified EPS and the average share price of the Company's stock for the 90 day period ending September 23, 2015, 2016 and 2017 exceeds the average share price of the Company's stock for the 90 day period ended September 23, 2014 by 100 percent or more, then an additional 180,570 RSUs could be earned by participants. |
Number of additional awards to be issued pursuant to condition | 180,570 |
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 September 23, 2017 and 50 percent of the earned award will vest on September 1, 2018 |
2006 Stock Incentive Plan | RSUs | September 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage of awards | 50.00% |
2006 Stock Incentive Plan | RSUs | September 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage of awards | 50.00% |
2006 Plan And Predecessor Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized for grants | 12,450,000 |
Cumulative grants of equity instruments | 13,488,163 |
Number of equity instruments forfeited | 4,156,935 |
STOCK PLANS AND STOCK-BASED 103
STOCK PLANS AND STOCK-BASED COMPENSATION (Detail Textuals 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Excess tax benefits recognized | $ 3,500 | $ 4,700 | $ 1,600 |
Vesting period one | 3 years | ||
Vesting period two | 4 years | ||
Vesting period three | 5 years | ||
Term of equity instruments granted (in years) | 7 years | ||
Vesting percentage based on death or permanent disability of grantees | 100.00% | ||
Vesting percentage based upon retirement | 100.00% | ||
Tax benefit realized from vesting of restricted stock units | $ 5,260 | 4,392 | 3,342 |
Grant date fair value of stock options vested | 0 | 500 | 5,000 |
Stock-based compensation expense | $ 14,072 | $ 11,557 | $ 8,832 |
Restricted Shares And Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average fair value of equity instruments granted | $ 76.37 | $ 72.17 | $ 59.07 |
Total intrinsic value of RSUs that vested | $ 18,600 | $ 23,100 | $ 17,600 |
Tax benefit realized from vesting of restricted stock units | 7,000 | $ 8,800 | $ 6,900 |
Unrecognized compensation cost | $ 32,400 | ||
Weighted-average period to recognize unrecognized compensation cost (in years) | 2 years 2 months 12 days | ||
2002 Employee Stock Purchase Plan (ESPP) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized for grants | 1,250,000 | ||
Share purchase price over fair market value | 95.00% | ||
Maximum number of shares that an eligible employee can purchase | The maximum number of shares that an eligible employee can purchase during any quarter is equal to two times an amount determined as follows: 20 percent of such employee's compensation over the quarter, divided by 95 percent of the fair market value of a share of common stock on the last day of the quarter. | ||
Percent of employee compensation over the quarter | 20.00% | ||
Percent of fair market value of shares | 95.00% | ||
2002 Employee Stock Purchase Plan (ESPP) | Participants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares purchased under ESPP | 1,034,933 | ||
Weighted-average purchase price per share | $ 48.59 | ||
2002 Employee Stock Purchase Plan (ESPP) | Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares purchased under ESPP | 43,736 | ||
Weighted-average purchase price per share | $ 74.12 | ||
MSPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years | ||
Number of shares authorized for grants | 500,000 | ||
Percentage of annual bonus in lieu of which RSU received | 85.00% | 85.00% | 85.00% |
MSPP | Senior Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of annual bonus in lieu of which RSU received | 100.00% | ||
DSPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized for grants | 75,000 | ||
DSPP | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of annual retainer fees in lieu of which RSU received | 100.00% |
FAIR VALUE OF FINANCIAL INST104
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Fair Value, Measurements, Recurring | 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 | $ 11,728 | $ 7,774 |
EARNINGS PER SHARE - Computatio
EARNINGS PER SHARE - Computation Of Earnings Per Share And Weighted Average Number Of Basic And Diluted Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | [1] | Mar. 31, 2014 | [1] | Dec. 31, 2013 | [1] | Sep. 30, 2013 | [1] | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Earnings Per Share [Abstract] | |||||||||||||||
Net income attributable to CACI | $ 41,384 | $ 29,039 | $ 24,642 | $ 31,130 | $ 36,534 | $ 30,828 | $ 34,962 | $ 32,992 | $ 126,195 | $ 135,316 | $ 151,689 | ||||
Weighted-average number of basic shares outstanding during the period | 24,180,000 | 24,165,000 | 23,890,000 | 23,565,000 | 23,498,000 | 23,473,000 | 23,433,000 | 23,314,000 | 23,948,000 | 23,429,000 | 23,010,000 | ||||
Dilutive effect of SSARs/stock options and RSUs/restricted shares after application of treasury stock method | 384 | 441 | 743 | ||||||||||||
Dilutive effect of the Convertible Notes | 1,046 | 132 | |||||||||||||
Dilutive effect of the Warrants | 56,000 | 239,000 | |||||||||||||
Weighted-average number of diluted shares outstanding during the period | 24,613,000 | 24,527,000 | 24,314,000 | 24,104,000 | 24,517,000 | 25,973,000 | 25,297,000 | 24,835,000 | 24,388,000 | 25,155,000 | 23,885,000 | ||||
Basic earnings per share (in dollars per share) | $ 1.71 | $ 1.20 | $ 1.03 | $ 1.32 | $ 1.55 | $ 1.31 | $ 1.49 | $ 1.42 | $ 5.27 | $ 5.78 | $ 6.59 | ||||
Diluted earnings per share (in dollars per share) | $ 1.68 | $ 1.18 | $ 1.01 | $ 1.29 | $ 1.49 | $ 1.19 | $ 1.38 | $ 1.33 | $ 5.17 | $ 5.38 | $ 6.35 | ||||
[1] | Six3 Systems, Inc. was acquired on November 15, 2013. |
EARNINGS PER SHARE (Detail Text
EARNINGS PER SHARE (Detail Textuals) - $ / shares | May. 01, 2014 | Jun. 30, 2013 | Jun. 30, 2015 |
Earnings Per Share [Abstract] | |||
Dilutive effect of the Notes | 17,000 | ||
Notes conversion price | $ 54.65 | ||
Warrant's exercise price | $ 68.31 | ||
Numbers of common stock shares issued accordance with Notes | 1,400,000 | ||
Common stock shares received pursuant to terms of call option | 1,400,000 | ||
Number of common stock issued for warrants | 500,000 |
QUARTERLY FINANCIAL DATA (UN107
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | [1] | Mar. 31, 2014 | [1] | Dec. 31, 2013 | [1] | Sep. 30, 2013 | [1] | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Quarterly Financial Data [Abstract] | |||||||||||||||
Revenue | $ 865,506 | $ 817,797 | $ 815,423 | $ 814,726 | $ 905,718 | $ 900,393 | $ 894,186 | $ 864,265 | $ 3,313,452 | $ 3,564,562 | $ 3,681,990 | ||||
Income from operations | 75,079 | 53,715 | 47,528 | 60,059 | 69,235 | 60,532 | 66,454 | 61,182 | 236,381 | 257,403 | 270,841 | ||||
Net income attributable to CACI | $ 41,384 | $ 29,039 | $ 24,642 | $ 31,130 | $ 36,534 | $ 30,828 | $ 34,962 | $ 32,992 | $ 126,195 | $ 135,316 | $ 151,689 | ||||
Basic earnings per share (in dollars per share) | $ 1.71 | $ 1.20 | $ 1.03 | $ 1.32 | $ 1.55 | $ 1.31 | $ 1.49 | $ 1.42 | $ 5.27 | $ 5.78 | $ 6.59 | ||||
Diluted earnings per share (in dollars per share) | $ 1.68 | $ 1.18 | $ 1.01 | $ 1.29 | $ 1.49 | $ 1.19 | $ 1.38 | $ 1.33 | $ 5.17 | $ 5.38 | $ 6.35 | ||||
Weighted-average shares outstanding: | |||||||||||||||
Weighted-average basic shares outstanding (in shares) | 24,180 | 24,165 | 23,890 | 23,565 | 23,498 | 23,473 | 23,433 | 23,314 | 23,948 | 23,429 | 23,010 | ||||
Weighted-average diluted shares outstanding (in shares) | 24,613 | 24,527 | 24,314 | 24,104 | 24,517 | 25,973 | 25,297 | 24,835 | 24,388 | 25,155 | 23,885 | ||||
[1] | Six3 Systems, Inc. was acquired on November 15, 2013. |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - Jul. 01, 2015 - Subsequent event - Rockshore Group Ltd (Rockshore) $ in Millions | USD ($)Employee |
Subsequent Event [Line Items] | |
Number of employees | Employee | 35 |
Initial consideration | $ 5.5 |
Further consideration earn out for achieving certain metrics | $ 5.5 |
VALUATION AND QUALIFYING ACC109
VALUATION AND QUALIFYING ACCOUNTS (Details) - Allowances for doubtful accounts - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 3,734 | $ 3,203 | $ 3,590 |
Additions at Cost | 800 | 798 | 2,853 |
Deductions | (1,055) | (521) | (3,176) |
Other Changes | (197) | 254 | (64) |
Balance at End of Period | $ 3,282 | $ 3,734 | $ 3,203 |