Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Sep. 30, 2015 | Oct. 28, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | CACI INTERNATIONAL INC /DE/ | |
Entity Central Index Key | 16,058 | |
Trading Symbol | caci | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 24,243,124 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Consolidated Statements Of Operations [Abstract] | ||
Revenue | $ 822,442 | $ 814,726 |
Costs of revenue: | ||
Direct costs | 537,424 | 536,604 |
Indirect costs and selling expenses | 205,700 | 200,827 |
Depreciation and amortization | 14,811 | 17,236 |
Total costs of revenue | 757,935 | 754,667 |
Income from operations | 64,507 | 60,059 |
Interest expense and other, net | 9,182 | 9,080 |
Income before income taxes | 55,325 | 50,979 |
Income taxes | 21,523 | 19,722 |
Net income | 33,802 | 31,257 |
Noncontrolling interest | (127) | |
Net income attributable to CACI | $ 33,802 | $ 31,130 |
Basic earnings per share | $ 1.40 | $ 1.32 |
Diluted earnings per share | $ 1.37 | $ 1.29 |
Weighted-average basic shares outstanding | 24,208 | 23,565 |
Weighted-average diluted shares outstanding | 24,629 | 24,104 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Consolidated Statements Of Comprehensive Income [Abstract] | ||
Net income | $ 33,802 | $ 31,257 |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustment | (4,410) | (6,783) |
Change in fair value of interest rate swap agreements, net of tax | (3,034) | 1,803 |
Other comprehensive (loss) income, net of tax | (7,444) | (4,980) |
Comprehensive income | 26,358 | 26,277 |
Noncontrolling interest | (127) | |
Comprehensive income attributable to CACI | $ 26,358 | $ 26,150 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 28,999 | $ 35,364 |
Accounts receivable, net | 546,964 | 596,155 |
Deferred income taxes | 8,327 | 10,350 |
Prepaid expenses and other current assets | 45,380 | 34,591 |
Total current assets | 629,670 | 676,460 |
Goodwill | 2,195,355 | 2,189,816 |
Intangible assets, net | 187,895 | 195,182 |
Property and equipment, net | 61,290 | 63,689 |
Supplemental retirement savings plan assets | 87,080 | 89,012 |
Accounts receivable, long-term | 7,966 | 8,188 |
Other long-term assets | 35,806 | 34,769 |
Total assets | 3,205,062 | 3,257,116 |
Current liabilities: | ||
Current portion of long-term debt | 38,965 | 38,965 |
Accounts payable | 48,392 | 56,840 |
Accrued compensation and benefits | 178,469 | 185,830 |
Other accrued expenses and current liabilities | 116,182 | 118,046 |
Total current liabilities | 382,008 | 399,681 |
Long-term debt, net of current portion | 954,913 | 1,029,335 |
Supplemental retirement savings plan obligations, net of current portion | 74,953 | 76,860 |
Deferred income taxes | 214,750 | 210,587 |
Other long-term liabilities | 69,486 | 60,381 |
Total liabilities | $ 1,696,110 | $ 1,776,844 |
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; 41,677 shares issued and 24,242 outstanding at September 30, 2015 and 41,622 shares issued and 24,184 outstanding at June 30, 2015 | $ 4,168 | $ 4,162 |
Additional paid-in capital | 550,289 | 547,979 |
Retained earnings | 1,552,951 | 1,519,149 |
Accumulated other comprehensive loss | (22,404) | (14,960) |
Treasury stock, at cost (17,435 and 17,438 shares, respectively) | (576,187) | (576,193) |
Total CACI shareholders' equity | 1,508,817 | 1,480,137 |
Noncontrolling interest | 135 | 135 |
Total shareholders' equity | 1,508,952 | 1,480,272 |
Total liabilities and shareholders' equity | $ 3,205,062 | $ 3,257,116 |
CONSOLIDATED BALANCE SHEETS (U5
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parentheticals) - $ / shares shares in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Condensed Consolidated Balance Sheets [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 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 80,000 | 80,000 |
Common stock, shares issued | 41,677 | 41,622 |
Common stock, shares outstanding | 24,242 | 24,184 |
Treasury stock, shares at cost | 17,435 | 17,438 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 33,802 | $ 31,257 |
Reconciliation of net income to net cash provided by operating activities: | ||
Depreciation and amortization | 14,811 | 17,236 |
Amortization of deferred financing costs | 577 | 691 |
Stock-based compensation expense | 3,638 | 2,620 |
Deferred income tax expense | 7,885 | 9,139 |
Equity in loss (earnings) of unconsolidated ventures | 49 | (79) |
Changes in operating assets and liabilities, net of effect of business acquisitions: | ||
Accounts receivable, net | 48,190 | 47,117 |
Prepaid expenses and other assets | (10,869) | 977 |
Accounts payable and other accrued expenses | (9,945) | 1,986 |
Accrued compensation and benefits | (6,949) | (1,068) |
Income taxes payable and receivable | (785) | 3,666 |
Supplemental retirement savings plan obligations and other long-term liabilities | (1,931) | (1,810) |
Net cash provided by operating activities | 78,473 | 111,732 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (4,479) | (3,361) |
Cash paid for business acquisitions, net of cash acquired | (2,767) | |
Net investments in unconsolidated joint ventures | 547 | |
Other | (765) | 578 |
Net cash used in investing activities | (8,011) | (2,236) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from borrowings under bank credit facilities, net of financing costs | 82,500 | 35,468 |
Principal payments made under bank credit facilities | (157,241) | (105,859) |
Proceeds from employee stock purchase plans | 801 | 932 |
Repurchases of common stock | (794) | (925) |
Payment of taxes for equity transactions | (2,340) | (5,883) |
Other | 834 | 2,991 |
Net cash used in financing activities | (76,240) | (73,276) |
Effect of exchange rate changes on cash and cash equivalents | (587) | (689) |
Net (decrease) increase in cash and cash equivalents | (6,365) | 35,531 |
Cash and cash equivalents, beginning of period | 35,364 | 64,461 |
Cash and cash equivalents, end of year | 28,999 | 99,992 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid during the period for income taxes, net of refunds | 13,285 | (743) |
Cash paid during the period for interest | 8,379 | $ 8,608 |
Non-cash financing and investing activities: | ||
Accrued capital expenditures | $ 122 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Sep. 30, 2015 | |
Basis Of Presentation [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited consolidated financial statements of CACI International Inc and subsidiaries (CACI or the Company) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and include the assets, liabilities, results of operations, comprehensive income and cash flows for the Company, including its subsidiaries and ventures that are more than 50 percent owned or otherwise controlled by the Company. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated in consolidation. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and amounts included in other current assets and current liabilities that meet the definition of a financial instrument approximate fair value because of the short-term nature of these amounts. The fair value of the Company’s debt outstanding as of September 30, 2015 under its bank credit facility approximates its carrying value. The fair value of the Company’s debt under its bank credit facility was estimated using Level 2 inputs based on market data of companies with a corporate rating similar to CACI’s that have recently priced credit facilities. See Notes 5 and 11. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments and reclassifications (all of which are of a normal, recurring nature) that are necessary for the fair presentation of the periods presented. It is suggested that these unaudited consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s latest annual report to the SEC on Form 10-K for the year ended June 30, 2015. The results of operations for the three months ended September 30, 2015 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year. |
Acquisition
Acquisition | 3 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisition | 2. Acquisition On July 1, 2015, CACI Limited acquired 100 percent of the outstanding shares of Rockshore Group Ltd (Rockshore) for an initial purchase price of $5.5 million and up to an additional $5.5 million earn-out for achieving certain metrics. Rockshore uses its expertise in data aggregation, event processing, and business logic integration to provide real-time event processing and situational awareness to the telecom, aviation, and rail sectors. CACI Limited recorded $8.1 million of goodwill and $1.5 million of intangible assets related to customer relationships and technology associated with this acquisition. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Sep. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | 3. Recent Accounting Pronouncements In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers |
Intangible Assets
Intangible Assets | 3 Months Ended |
Sep. 30, 2015 | |
Intangible Assets [Abstract] | |
Intangible Assets | 4. Intangible Assets Intangible assets consisted of the following (in thousands): September 30, June 30, 2015 2015 Customer contracts and related customer relationships $ 520,549 $ 520,213 Acquired technologies 27,864 27,177 Covenants not to compete 3,395 3,417 Other 1,574 1,581 Intangible assets 553,382 552,388 Customer contracts and related customer relationships (336,211 ) (328,217 ) Acquired technologies (24,992 ) (24,728 ) Covenants not to compete (3,257 ) (3,241 ) Other (1,027 ) (1,020 ) Less accumulated amortization (365,487 ) (357,206 ) Total intangible assets, net $ 187,895 $ 195,182 Intangible assets are primarily amortized on an accelerated basis over periods ranging from one to fifteen years. The weighted-average period of amortization for all customer contracts and related customer relationships as of September 30, 2015 is 13.3 years, and the weighted-average remaining period of amortization is 10.8 years. The weighted-average period of amortization for acquired technologies as of September 30, 2015 is 10.0 years, and the weighted-average remaining period of amortization is 5.6 years. Expected amortization expense for the remainder of the fiscal year ending June 30, 2016, and for each of the fiscal years thereafter, is as follows (in thousands): Fiscal year ending June 30, Amount 2016 (nine months) $ 24,672 2017 29,962 2018 25,902 2019 21,441 2020 17,520 Thereafter 68,398 Total intangible assets, net $ 187,895 |
Long-term Debt
Long-term Debt | 3 Months Ended |
Sep. 30, 2015 | |
Long-Term Debt [Abstract] | |
Long-term Debt | 5. Long-term Debt Long-term debt consisted of the following (in thousands): September 30, June 30, 2015 2015 Bank credit facility – term loans $ 769,555 $ 779,297 Bank credit facility – revolver loans 230,000 295,000 Principal amount of long-term debt 999,555 1,074,297 Less unamortized debt issuance costs (5,677 ) (5,997 ) Total long-term debt 993,878 1,068,300 Less current portion (38,965 ) (38,965 ) Long-term debt, net of current portion $ 954,913 $ 1,029,335 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 Revolving Facility is a secured facility that permits continuously renewable borrowings of up to $850.0 million. As of September 30, 2015, the Company had $230.0 million outstanding under the Revolving Facility, no borrowings on the swing line and an outstanding letter of credit of $0.4 million. The Company pays a quarterly facility fee for the unused portion of the Revolving Facility. The Term Loan is a five-year secured facility under which principal payments are due in quarterly installments of $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 September 30, 2015, the Company had $769.6 million outstanding under the Term Loan. The interest rates applicable to loans under the Credit Facility are floating interest rates that, at the Company’s option, equal a base rate or a Eurodollar rate plus, in each case, an applicable rate based upon the Company’s consolidated total leverage ratio. As of September 30, 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 3.1 percent. The Credit Facility requires the Company to comply with certain financial covenants, including a maximum senior secured leverage ratio, a maximum total leverage ratio and a minimum fixed charge coverage ratio. The Credit Facility also includes customary negative covenants restricting or limiting the Company’s ability to guarantee or incur additional indebtedness, grant liens or other security interests to third parties, make loans or investments, transfer assets, declare dividends or redeem or repurchase capital stock or make other distributions, prepay subordinated indebtedness and engage in mergers, acquisitions or other business combinations, in each case except as expressly permitted under the Credit Facility. As of September 30, 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 Sixth Amendment Credit Facility as of April 22, 2015. All debt issuance costs are being amortized from the date incurred to the expiration date of the Credit Facility. As of September 30, 2015, $5.7 million of the unamortized balance is included in long-term debt and $4.5 million is included in other long-term assets. 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. In connection with the issuance of the Convertible Notes in May 2007, 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 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 p aid-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 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. 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 consolidated statements of operations and accumulated other comprehensive loss for the three months ended September 30, 2015 and 2014 is as follows (in thousands): Three Months Ended September 30, 2015 2014 Gain (loss) recognized in other comprehensive income $ (5,456 ) $ 205 Amounts reclassified to earnings from accumulated other comprehensive loss 2,422 1,598 Net current period other comprehensive income (loss) $ (3,034 ) $ 1,803 The aggregate maturities of long-term debt at September 30, 2015 are as follows (in thousands): Twelve months ending September 30, 2016 $ 38,965 2017 38,965 2018 48,706 2019 77,930 2020 794,989 Principal amount of long-term debt 999,555 Less unamortized debt issuance costs (5,677 ) Total long-term debt $ 993,878 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies The Company is involved in various lawsuits, claims, and administrative proceedings arising in the normal course of business. Management is of the opinion that any liability or loss associated with such matters, either individually or in the aggregate, will not have a material adverse effect on the Company’s operations and liquidity. Government Contracting Payments to the Company on cost-plus-fee and time-and-materials contracts are subject to adjustment upon audit by the Defense Contract Audit Agency (DCAA). The DCAA is currently nearing completion of its audit of the Company’s incurred cost submissions for the years 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 zer o 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 accrued 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 $5.2 million. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 7. Stock-Based Compensation Stock-based compensation expense recognized, together with the income tax benefits recognized, is as follows (in thousands): Under the terms of its 2006 Stock Incentive Plan (the 2006 Plan), the Company may issue, among others, non-qualified stock options, restricted stock, RSUs, SSARs, and performance awards, collectively referred to herein as equity instruments. During the periods presented all equity instrument grants were made in the form of RSUs. Other than performance-based RSUs (PRSUs) which contain a market-based element, the fair value of RSU grants was determined based on the closing price of a share of the Company’s common stock on the date of grant. The fair value of RSUs with market-based vesting features was also measured on the grant date, but was done so using a binomial lattice model. In September 2014, the Company made its annual grant to key employees consisting of 180,570 PRSUs. The final number of such PRSUs that are earned by participants and vest is based on the achievement of a specified earnings per share (EPS) for the year ended June 30, 2015 and on the average share price of Company stock for the 90 day period ending September 23, 2015, 2016 and 2017 as compared to the average share price for the 90 day period ended September 23, 2014. The specified EPS for the year ended June 30, 2015 was met and the average share price of the Company’s stock for the 90 day period ending September 23, 2015 exceeded the average share price of the Company’s stock for the 90 day period ended September 23, 2014 resulting in an additional 7,884 RSUs earned by participants. Three Months Ended September 30, 2015 2014 Total stock-based compensation related to RSUs included in indirect costs and selling expense $ 3,638 $ 2,620 Income tax benefit recognized for stock-based compensation expense $ 1,415 $ 1,016 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 ap proval 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 2015, the Company made its annual grant to its key employees consisting of 2 08,160 PRSUs. The final number of such performance-based RSUs 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, 2016 and on the average share price of Company stock for the 90 day period ending September 18 , 2016, 2017 and 2018 as compared to the average share price for the 90 day period ended September 18 , 2015. No PRSUs will be earned if the specified EPS for the fiscal year ending June 30, 2016 is not met. If EPS for the year ending June 30, 2016 exceeds the specified EPS and the average share price of the Company’s stock for the 90 day period ending September 18 , 2016, 2017 and 2018 exceeds the average share price of the Company’s sto ck for the 90 day period ended September 18 , 2015 by 100 percent or more, then an additional 208,160 RSUs could be earned by participants. This is the maximum number of additional RSUs that can be earned related to the September 2015 annual grant. In ad dition 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 18 , 2018 and 50 percent of the earned award will vest on September 1 8 , 2019, in both cases dep endent upon continuing service by the grantee as an employee of the Company, unless the grantee is eligible for earlier vesting upon retirement or certain other events. The total number of shares authorized by shareholders for grants under the 2006 Plan and its predecessor plan is 12,450,000 as of September 30, 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 September 30, 2015, cumulative grants of 13,702,133 equity instruments underlying the shares authorized have been awarded, and 4,179,455 of these instruments have been forfeited. Activity related to SSARs/non-qualified stock options and RSUs during the three months ended September 30, 2015 is as follows: SSARs/ Non-qualified Stock Options RSUs Outstanding, June 30, 2015 42,660 864,566 Granted — 213,970 Exercised/Issued (32,660 ) (69,887 ) Forfeited/Lapsed (6,800 ) (15,720 ) Outstanding, September 30, 2015 3,200 992,929 Weighted-average grant date fair value for RSUs $ 76.82 As of September 30, 2015, there was $37.4 million of total unrecognized compensation costs related to RSUs scheduled to be recognized over a weighted-average period of 2.4 years. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 8. Earnings Per Share ASC 260, Earnings Per Share (ASC 260), requires dual presentation of basic and diluted earnings per share on the face of the income statement. Basic earnings per share excludes dilution and is computed by dividing income by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock but not securities that are anti-dilutive, including stock options and SSARs with an exercise price greater than the average market price of the Company’s common stock. Using the treasury stock method, diluted earnings per share include the incremental effect of SSARs, stock options, restricted shares, and those RSUs that are no longer subject to a market or performance condition. There were no anti-dilutive common stock equivalents for the three months ended September 30, 2014 and 2015. The PRSUs granted in September 2015 are excluded from the calculation of diluted earnings per share as the underlying shares are considered to be contingently issuable shares. These shares will be included in the calculation of diluted earnings per share beginning in the first reporting period in which the performance metric is achieved. The Warrants were included in the computation of diluted earnings per share during the three months ended September 30, 2014 because the strike price was lower than the average market price of a share of the Company stock during the period. The chart below shows the calculation of basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended September 30, 2015 2014 Net income attributable to CACI $ 33,802 $ 31,130 Weighted-average number of basic shares outstanding during the period 24,208 23,565 Dilutive effect of SSARs/stock options and RSUs after application of treasury stock method 421 408 Dilutive effect of the Warrants — 131 Weighted-average number of diluted shares outstanding during the period 24,629 24,104 Basic earnings per share $ 1.40 $ 1.32 Diluted earnings per share $ 1.37 $ 1.29 |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions. Tax statutes and regulations within each jurisdiction are subject to interpretation and require the application of significant judgment. The Company is currently under examination by 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. The Company’s total liability for unrecognized tax benefits as of September 30, 2015 and June 30, 2015 was $6.3 million and $6.2 million, respectively. Of the $6.3 million unrecognized tax benefit at September 30, 2015, $1.3 million, if recognized, would impact the Company’s effective tax rate. |
Business Segment Information
Business Segment Information | 3 Months Ended |
Sep. 30, 2015 | |
Business Segment Information [Abstract] | |
Business Segment Information | 10. Business Segment Information The Company reports operating results and financial data in two segments: domestic operations and international operations. Domestic operations provide information solutions and services to its customers. Its customers are primarily U.S. federal government agencies. Other customers of the Company’s domestic operations include state and local governments and commercial enterprises. The Company places employees in locations around the world in support of its clients. International operations offer services to both commercial and non-U.S. government customers primarily within the Company’s business systems and enterprise IT markets. The Company evaluates the performance of its operating segments based on net income attributable to CACI. Summarized financial information concerning the Company’s reportable segments is as follows (in thousands): Domestic International Total Three Months Ended September 30, 2015 Revenue from external customers $ 785,678 $ 36,764 $ 822,442 Net income attributable to CACI 31,138 2,664 33,802 Three Months Ended September 30, 2014 Revenue from external customers $ 779,531 $ 35,195 $ 814,726 Net income attributable to CACI 28,686 2,444 31,130 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 11. Fair Value of Financial Instruments ASC 820, Fair Value Measurements and Disclosures The Company’s financial assets and liabilities recorded at fair value on a recurring basis are categorized based on the priority of the inputs used to measure fair value. The inputs used in measuring fair value are categorized into three levels, as follows: · Level 1 Inputs – unadjusted quoted prices in active markets for identical assets or liabilities. · Level 2 Inputs – unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. · Level 3 Inputs – amounts derived from valuation models in which unobservable inputs reflect the reporting entity’s own assumptions about the assumptions of market participants that would be used in pricing the asset or liability. The Company’s financial instruments measured at fair value included interest rate swap agreements and contingent consideration in connection with business combinations. The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2015 and June 30, 2015, and the level they fall within the fair value hierarchy (in thousands): September 30, June 30, Financial Statement Fair Value 2015 2015 Description of Financial Instrument Classification Hierarchy Fair Value Contingent consideration Other long-term liabilities Level 3 $ 4,934 $ — Interest rate swap agreements Other long-term liabilities Level 2 $ 16,731 $ 11,728 Changes in the fair value of the interest rate swap agreements are recorded as a component of accumulated other comprehensive income or loss. Contingent consideration at September 30, 2015 relates to the Rockshore business acquired by the Company’s U.K. operations on July 1, 2015. In connection with this business acquisition, the Company agreed to pay up to a maximum of 3.5 million pounds (or approximately $5.5 million USD) in cash to the seller if the Rockshore business achieves certain earnings targets during the two year period subsequent to acquisition. The Company determined the fair value of the contingent consideration based on an evaluation of the most likely outcome and the application of an appropriate discount rate. As of the acquisition date, the Company estimated the maximum amount of contingent consideration will be earned . At the end of each reporting period, the fair value of the continge nt consideration was remeasured and any changes were recorded in indirect costs and selling expenses. During the three months ended September 30, 2015, this remeasurement did not result in a significant change to the liability recorded. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of CACI International Inc and subsidiaries (CACI or the Company) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and include the assets, liabilities, results of operations, comprehensive income and cash flows for the Company, including its subsidiaries and ventures that are more than 50 percent owned or otherwise controlled by the Company. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated in consolidation. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and amounts included in other current assets and current liabilities that meet the definition of a financial instrument approximate fair value because of the short-term nature of these amounts. The fair value of the Company’s debt outstanding as of September 30, 2015 under its bank credit facility approximates its carrying value. The fair value of the Company’s debt under its bank credit facility was estimated using Level 2 inputs based on market data of companies with a corporate rating similar to CACI’s that have recently priced credit facilities. See Notes 5 and 11. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments and reclassifications (all of which are of a normal, recurring nature) that are necessary for the fair presentation of the periods presented. It is suggested that these unaudited consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s latest annual report to the SEC on Form 10-K for the year ended June 30, 2015. The results of operations for the three months ended September 30, 2015 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | Intangible assets consisted of the following (in thousands): September 30, June 30, 2015 2015 Customer contracts and related customer relationships $ 520,549 $ 520,213 Acquired technologies 27,864 27,177 Covenants not to compete 3,395 3,417 Other 1,574 1,581 Intangible assets 553,382 552,388 Customer contracts and related customer relationships (336,211 ) (328,217 ) Acquired technologies (24,992 ) (24,728 ) Covenants not to compete (3,257 ) (3,241 ) Other (1,027 ) (1,020 ) Less accumulated amortization (365,487 ) (357,206 ) Total intangible assets, net $ 187,895 $ 195,182 |
Schedule of expected amortization expense | Expected amortization expense for the remainder of the fiscal year ending June 30, 2016, and for each of the fiscal years thereafter, is as follows (in thousands): Fiscal year ending June 30, Amount 2016 (nine months) $ 24,672 2017 29,962 2018 25,902 2019 21,441 2020 17,520 Thereafter 68,398 Total intangible assets, net $ 187,895 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Long-Term Debt [Abstract] | |
Schedule of long-term debt | Long-term debt consisted of the following (in thousands): September 30, June 30, 2015 2015 Bank credit facility – term loans $ 769,555 $ 779,297 Bank credit facility – revolver loans 230,000 295,000 Principal amount of long-term debt 999,555 1,074,297 Less unamortized debt issuance costs (5,677 ) (5,997 ) Total long-term debt 993,878 1,068,300 Less current portion (38,965 ) (38,965 ) Long-term debt, net of current portion $ 954,913 $ 1,029,335 |
Schedule of effect of derivative instruments in the condensed consolidated statements of operations and accumulated other comprehensive loss | The effect of derivative instruments in the consolidated statements of operations and accumulated other comprehensive loss for the three months ended September 30, 2015 and 2014 is as follows (in thousands): Three Months Ended September 30, 2015 2014 Gain (loss) recognized in other comprehensive income $ (5,456 ) $ 205 Amounts reclassified to earnings from accumulated other comprehensive loss 2,422 1,598 Net current period other comprehensive income (loss) $ (3,034 ) $ 1,803 |
Schedule of aggregate maturities of long-term debt | The aggregate maturities of long-term debt at September 30, 2015 are as follows (in thousands): Twelve months ending September 30, 2016 $ 38,965 2017 38,965 2018 48,706 2019 77,930 2020 794,989 Principal amount of long-term debt 999,555 Less unamortized debt issuance costs (5,677 ) Total long-term debt $ 993,878 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock-based compensation expense recognized | Three Months Ended September 30, 2015 2014 Total stock-based compensation related to RSUs included in indirect costs and selling expense $ 3,638 $ 2,620 Income tax benefit recognized for stock-based compensation expense $ 1,415 $ 1,016 |
Schedule of activity related to SSARs/non-qualified stock options and RSUs | Activity related to SSARs/non-qualified stock options and RSUs during the three months ended September 30, 2015 is as follows: SSARs/ Non-qualified Stock Options RSUs Outstanding, June 30, 2015 42,660 864,566 Granted — 213,970 Exercised/Issued (32,660 ) (69,887 ) Forfeited/Lapsed (6,800 ) (15,720 ) Outstanding, September 30, 2015 3,200 992,929 Weighted-average grant date fair value for RSUs $ 76.82 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of basic and diluted earnings per share | The chart below shows the calculation of basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended September 30, 2015 2014 Net income attributable to CACI $ 33,802 $ 31,130 Weighted-average number of basic shares outstanding during the period 24,208 23,565 Dilutive effect of SSARs/stock options and RSUs after application of treasury stock method 421 408 Dilutive effect of the Warrants — 131 Weighted-average number of diluted shares outstanding during the period 24,629 24,104 Basic earnings per share $ 1.40 $ 1.32 Diluted earnings per share $ 1.37 $ 1.29 |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Business Segment Information [Abstract] | |
Schedule of summarized financial information concerning the company's reportable segments | 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 as follows (in thousands): Domestic International Total Three Months Ended September 30, 2015 Revenue from external customers $ 785,678 $ 36,764 $ 822,442 Net income attributable to CACI 31,138 2,664 33,802 Three Months Ended September 30, 2014 Revenue from external customers $ 779,531 $ 35,195 $ 814,726 Net income attributable to CACI 28,686 2,444 31,130 |
Fair Value Of Financial Instr24
Fair Value Of Financial Instruments (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2015 and June 30, 2015, and the level they fall within the fair value hierarchy (in thousands): September 30, June 30, Financial Statement Fair Value 2015 2015 Description of Financial Instrument Classification Hierarchy Fair Value Contingent consideration Other long-term liabilities Level 3 $ 4,934 $ — Interest rate swap agreements Other long-term liabilities Level 2 $ 16,731 $ 11,728 |
Basis Of Presentation (Detail T
Basis Of Presentation (Detail Textuals) | 3 Months Ended |
Sep. 30, 2015 | |
Basis Of Presentation [Abstract] | |
Variable interest entity, minimum ownership percentage | 50.00% |
Acquisition(Detail Textuals)
Acquisition(Detail Textuals) - Rockshore Group Ltd (Rockshore) $ in Millions | 3 Months Ended |
Sep. 30, 2015USD ($) | |
Business Acquisition [Line Items] | |
Percentage of outstanding shares acquired | 100.00% |
Cash consideration | $ 5.5 |
Contingent consideration | 5.5 |
Goodwill, acquired during period | 8.1 |
Customer relationships and technology | |
Business Acquisition [Line Items] | |
Acquired intangible assets | $ 1.5 |
Intangible Assets - Summary of
Intangible Assets - Summary of intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 553,382 | $ 552,388 |
Less accumulated amortization | (365,487) | (357,206) |
Total intangible assets, net | 187,895 | 195,182 |
Customer contracts and related customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 520,549 | 520,213 |
Less accumulated amortization | (336,211) | (328,217) |
Acquired technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 27,864 | 27,177 |
Less accumulated amortization | (24,992) | (24,728) |
Covenants not to compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 3,395 | 3,417 |
Less accumulated amortization | (3,257) | (3,241) |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 1,574 | 1,581 |
Less accumulated amortization | $ (1,027) | $ (1,020) |
Intangible Assets - Summary o28
Intangible Assets - Summary of expected amortization expense (Details 1) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Intangible Assets [Abstract] | ||
2016 (nine months) | $ 24,672 | |
2,017 | 29,962 | |
2,018 | 25,902 | |
2,019 | 21,441 | |
2,020 | 17,520 | |
Thereafter | 68,398 | |
Total intangible assets, net | $ 187,895 | $ 195,182 |
Intangible Assets (Detail Textu
Intangible Assets (Detail Textuals) | 3 Months Ended |
Sep. 30, 2015 | |
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 | 10 years 9 months 18 days |
Acquired technologies | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted-average amortization period | 10 years |
Weighted-average remaining amortization period | 5 years 7 months 6 days |
Long-term Debt - Summary of lon
Long-term Debt - Summary of long-term debt (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | $ 999,555 | $ 1,074,297 |
Less unamortized debt issuance costs | (5,677) | (5,997) |
Total long-term debt | 993,878 | 1,068,300 |
Less current portion | (38,965) | (38,965) |
Long-term debt, net of current portion | 954,913 | 1,029,335 |
Bank credit facility - Term Loan | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | 769,555 | 779,297 |
Bank credit facility - revolver loans | ||
Debt Instrument [Line Items] | ||
Principal amount of long-term debt | $ 230,000 | $ 295,000 |
Long-term Debt - Effect of deri
Long-term Debt - Effect of derivative instruments (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Long-Term Debt [Abstract] | ||
Gain (loss) recognized in other comprehensive income | $ (5,456) | $ 205 |
Amounts reclassified to earnings from accumulated other comprehensive loss | 2,422 | 1,598 |
Net current period other comprehensive income (loss) | $ (3,034) | $ 1,803 |
Long-term Debt - Aggregate matu
Long-term Debt - Aggregate maturities of long-term debt (Details 2) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Long-Term Debt [Abstract] | ||
2,016 | $ 38,965 | |
2,017 | 38,965 | |
2,018 | 48,706 | |
2,019 | 77,930 | |
2,020 | 794,989 | |
Principal amount of long-term debt | 999,555 | $ 1,074,297 |
Less unamortized debt issuance costs | (5,677) | (5,997) |
Total long-term debt | $ 993,878 | $ 1,068,300 |
Long-term Debt (Detail Textuals
Long-term Debt (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Jun. 30, 2015 | |
Debt Instrument [Line Items] | ||
Outstanding amount under Credit Facility | $ 999,555 | $ 1,074,297 |
Unamortized debt issuance expense | 5,677 | 5,997 |
Principal Payment Through 30 June, 2018 | ||
Debt Instrument [Line Items] | ||
Term loan principal payment | 9,700 | |
Principal Payment Thereafter 30 June, 2018 | ||
Debt Instrument [Line Items] | ||
Term loan principal payment | 19,500 | |
Bank Credit Facility | ||
Debt Instrument [Line Items] | ||
Credit facility maximum borrowing capacity | $ 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. | |
Outstanding borrowings interest rate | 3.10% | |
Debt issuance cost capitalized | $ 11,300 | |
Bank Credit Facility | Long-term Debt | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance expense | 5,700 | |
Bank Credit Facility | Other long-term assets | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance expense | 4,500 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Credit facility maximum borrowing capacity | 850,000 | |
Outstanding amount under Credit Facility | 230,000 | 295,000 |
Same-Day Swing Line Loan Revolving Credit Sub Facility | ||
Debt Instrument [Line Items] | ||
Credit facility maximum borrowing capacity | 75,000 | |
Stand-By Letters Of Credit Revolving Credit Sub Facility | ||
Debt Instrument [Line Items] | ||
Credit facility maximum borrowing capacity | 25,000 | |
Credit facility, amount outstanding | 400,000 | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Credit facility maximum borrowing capacity | $ 831,300 | |
Term loan period | 5 years | |
Term loan frequency of payment | quarterly | |
Outstanding amount under Credit Facility | $ 769,555 | $ 779,297 |
Long-term Debt (Detail Textua34
Long-term Debt (Detail Textuals 1) - USD ($) $ / shares in Units, $ in Millions | May. 01, 2014 | May. 16, 2007 | Sep. 30, 2015 |
Cash Flow Hedging | Interest Rate Swap Agreements | |||
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 | ||
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] | |||
Warrants, maximum number of shares that can be issued | 5,500,000 | ||
Warrants, strike price | $ 68.31 | ||
Warrants, proceeds from sale | $ 56.5 | ||
Warrants, number of shares issued upon settlement | 497,550 |
Commitments And Contingencies (
Commitments And Contingencies (Detail Textuals) $ in Millions | 3 Months Ended |
Sep. 30, 2015USD ($) | |
Loss Contingencies [Line Items] | |
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 | $ 5.2 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of stock-based compensation expense recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Stock-based compensation included in indirect costs and selling expenses: | ||
Total stock-based compensation related to RSUs included in indirect costs and selling expense | $ 3,638 | $ 2,620 |
Income tax benefit recognized for stock-based compensation expense | $ 1,415 | $ 1,016 |
Stock-Based Compensation - Su37
Stock-Based Compensation - Summary of activity related to SSARs/non-qualified stock options and RSUs/restricted shares issued (Details 1) | 3 Months Ended |
Sep. 30, 2015$ / sharesshares | |
SSARs/ Non-qualified Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, June 30, 2015 | 42,660 |
Granted | |
Exercised/Issued | (32,660) |
Forfeited/Lapsed | (6,800) |
Outstanding, September 30, 2015 | 3,200 |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, June 30, 2015 | 864,566 |
Granted | 213,970 |
Exercised/Issued | (69,887) |
Forfeited/Lapsed | (15,720) |
Outstanding, September 30, 2015 | 992,929 |
Weighted average grant date fair value for RSUs | $ / shares | $ 76.82 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Detail Textuals) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Sep. 30, 2014 | Sep. 30, 2015 | |
2006 Stock Incentive Plan | PRSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
PRSUs granted | 208,160 | |
Period to establish average share price for performance measurement | 90 days | |
Description of issuance of awards condition | If EPS for the year ending June 30, 2016 exceeds the specified EPS and the average share price of the Company's stock for the 90 day period ending September 18, 2016, 2017 and 2018 exceeds the average share price of the Company's stock for the 90 day period ended September 18, 2015 by 100 percent or more, then an additional 208,160 RSUs could be earned by participants. | |
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 18, 2018 and 50 percent of the earned award will vest on September 18, 2019, in both cases dependent upon continuing service by the grantee as an employee of the Company, unless the grantee is eligible for earlier vesting upon retirement or certain other events. | |
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] | ||
Number of additional awards to be issued pursuant to condition | 208,160 | |
Unrecognized compensation cost | $ 37.4 | |
Weighted-average period to recognize unrecognized compensation cost (in years) | 2 years 4 months 24 days | |
2006 Stock Incentive Plan | RSUs | September 2019 | ||
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 Stock Incentive Plan | RSUs | September 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of additional awards to be issued pursuant to condition | 7,884 | |
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 | 13,702,133 | |
Number of equity instruments forfeited | 4,179,455 |
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, shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||
Net income attributable to CACI | $ 33,802 | $ 31,130 |
Weighted-average number of basic shares outstanding during the period | 24,208 | 23,565 |
Dilutive effect of SSARs/stock options and RSUs after application of treasury stock method | 421 | 408 |
Dilutive effect of the Warrants | 131 | |
Weighted-average number of diluted shares outstanding during the period | 24,629 | 24,104 |
Basic earnings per share | $ 1.40 | $ 1.32 |
Diluted earnings per share | $ 1.37 | $ 1.29 |
Income Taxes (Detail Textuals)
Income Taxes (Detail Textuals) - USD ($) $ in Millions | Sep. 30, 2015 | Jun. 30, 2015 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 6.3 | $ 6.2 |
Unrecognized tax benefit that would impact the company's effective tax rate | $ 1.3 |
Business Segment Information -
Business Segment Information - Summary of financial information concerning reportable segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from external customers | $ 822,442 | $ 814,726 |
Net income attributable to CACI | 33,802 | 31,130 |
Reportable Geographical Components | Domestic | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from external customers | 785,678 | 779,531 |
Net income attributable to CACI | 31,138 | 28,686 |
Reportable Geographical Components | International | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from external customers | 36,764 | 35,195 |
Net income attributable to CACI | $ 2,664 | $ 2,444 |
Business Segment Information (D
Business Segment Information (Detail Textuals) | 3 Months Ended |
Sep. 30, 2015Segment | |
Reportable Geographical Components | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Number of operating segments | 2 |
Fair Value of Financial Instr43
Fair Value of Financial Instruments - Summary of financial assets and liabilities measured at fair value on a recurring basis and fair value hierarchy (Details) - Fair Value, Measurements, Recurring - Other long-term liabilities - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 |
Level 3 | Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 4,934 | |
Level 2 | Interest Rate Swap Agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | $ 16,731 | $ 11,728 |
Fair Value of Financial Instr44
Fair Value of Financial Instruments (Detail Textuals) - 3 months ended Sep. 30, 2015 - Rockshore Group Ltd (Rockshore) £ in Millions, $ in Millions | USD ($) | GBP (£) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration in cash | $ 5.5 | £ 3.5 |
Business combination contingent consideration period | 2 years |