Item 7. Management’s Discussion and Analysis of Financial Condition & Results of Operations
The following discussion and analysis of our financial condition and results of operations is provided to enhance the understanding of, and should be read together with, our consolidated financial statements and the Notes to those statements that appear elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Unless otherwise specifically noted, all years refer to our fiscal year which ends on June 30.
We are a leading provider of Expertise and Technology to Enterprise and Mission customers, supporting national security missions and government modernization/transformation in the intelligence, defense, and federal civilian sectors, both domestically and internationally. The demand for our Expertise and Technology, in large measure, is created by the increasingly complex network, systems, and information environments in which governments and businesses operate, and by the need to stay current with emerging technology while increasing productivity, enhancing security, and, ultimately, improving performance.
We carefully follow federal budget, legislative and contracting trends and activities and evolve our strategies to take these into consideration. On March 15, 2022, the President signed into law the omnibus appropriations bill that provides full-year funding for the government fiscal year ending September 30, 2022 (GFY22). Of the total approximately $1.5 trillion in discretionary funding, approximately $782 billion is for national defense and approximately $730 billion is for nondefense. These defense and nondefense funding levels represent increases of 5.6% and 6.7%, respectively, over GFY21 enacted levels. GFY22 defense spending in fact increased both over the President’s GFY22 budget request and the National Defense Authorization Act (NDAA) passed by Congress on December 27, 2021. Defense spending has generally increased over the last several years, and given the current global threat environment, including the conflict in Ukraine, this trend is likely to continue in GFY23. In fact, the President’s initial GFY23 budget proposal calls for an increase in aggregate defense spending of approximately 4% from GFY22 levels. In addition, funding for intelligence programs, including Military Intelligence Programs (MIP) and National Intelligence Programs (NIP), as well as cybersecurity-related programs, is also projected to increase in both GFY22 and GFY23.
While we view the budget environment as constructive and believe there is bipartisan support for continued investment in the areas of defense and national security, it is uncertain when in any particular GFY that appropriations bills will be passed. During those periods of time when appropriations bills have not been passed and signed into law, government agencies operate under a continuing resolution (CR). On September 30, 2021, the President signed a CR, a temporary measure allowing the government to continue operations through December 3, 2021 at prior year funding levels. A second CR was signed on December 3, 2021 that funded government operations through February 18, 2022, and a third CR was signed on February 18, 2022 to fund government operations until the final omnibus bill was passed and signed.
Depending on their scope, duration, and other factors, CRs can negatively impact our business due to delays in new program starts, delays in contract award decisions, and other factors. When a CR expires, unless appropriations bills have been passed by Congress and signed by the President, or a new CR is passed and signed into law, the government must cease operations, or shutdown, except in certain emergency situations or when the law authorizes continued activity. We continuously review our operations in an attempt to identify programs potentially at risk from CRs so that we can consider appropriate contingency plans.
Across our addressable market, we provide expertise and technology to government enterprise and mission customers. Based on the analysis of an independent market consultant retained by the Company, we believe that the total addressable market for our offerings is approximately $240 billion. Our addressable market is expected to continue to grow over the next several years. Approximately 70% of our revenue comes from defense-related customers, including those in the Intelligence Community (IC), with additional revenue coming from non-defense IC, homeland security, and other federal civilian customers.
We believe that our customers' use of lowest price/technically acceptable (LPTA) procurements, which contributed to pricing pressures in past years, has moderated, though price still remains an important factor in procurements. We also continue to see protests of major contract awards and delays in USG procurement activities. In addition, many of our federal government contracts require us to employ personnel with security clearances, specific levels of education and specific past work experience. Depending on the level of clearance, security clearances can be difficult and time-consuming to obtain and competition for skilled personnel in the information technology services industry is intense. Additional factors that could affect USG spending in our addressable market include changes in set-asides for small businesses, changes in budget priorities as a result of the COVID-19 pandemic, and budgetary priorities limiting or delaying federal government spending in general.
We continue to take steps to mitigate the impact of COVID-19 on our employees and our business. The impact of the continued spread of COVID-19 on our business will depend on future developments, which are uncertain and cannot be predicted, as well as other known factors outside our control. The surge of the Omicron variant of COVID-19, for example, resulted in increased positive cases broadly, including within the employee base of some of our government customers. As a result, some of our government customers have limited in-person meetings, reduced access to customer facilities, and have seen impacts to the normal operation of their business. We continue to work with our customers to implement appropriate risk mitigation efforts and alternative work arrangements, as necessary. The surge of Omicron and other COVID-19 variants, both in and outside the U.S., also continues to be one of many reasons for continued supply chain shortages.
Liquidity and Capital Resources
Existing cash and cash equivalents and cash generated by operations are our primary sources of liquidity, as well as sales of receivables under our Master Accounts Receivable Purchase Agreement and available borrowings under our Credit Facility. As of June 30, 2022, we had $114.8 million in cash and cash equivalents.
The Company has a $3,200.0 million Credit Facility, which consists of an $1,975.0 million Revolving Facility and a $1,225.0 million Term Loan. The Revolving Facility is a secured facility that permits continuously renewable borrowings and has subfacilities of $100.0 million for same-day swing line borrowings and $25.0 million for stand-by letters of credit. As of June 30, 2022, $1,209.7 million was outstanding under the Term Loan, $533.0 million was outstanding under the Revolving Facility and no borrowings on the swing line.
The Term Loan is a five-year secured facility under which principal payments are due in quarterly installments of $7.7 million through December 31, 2023 and $15.3 million thereafter until the balance is due in full on December 13, 2026. The Credit Facility contains customary financial and restrictive covenants which we have been in compliance with since inception.
Interest rates applicable to loans under the Credit Facility are floating interest rates that, at our option, equal a base rate or a Eurodollar rate calculated based on the London Interbank Offered Rate (“LIBOR”) plus, in each case, an applicable margin based upon our consolidated total net leverage ratio. On July 27, 2017, the UK’s Financial Conduct Authority announced that LIBOR would be discontinued or become unavailable as a reference rate by the end of 2021 and LIBOR will be fully discontinued or become unavailable as a benchmark rate by June 2023. Although our Credit Facility includes provisions to facilitate the adoption by us and our lenders of an alternative benchmark in place of LIBOR no assurance can be made that such alternative benchmark rate will perform in a manger similar to LIBOR or result in interest rates that are at lease as favorable to us as those that would have resulted had LIBOR remained in effect, which could result in an increase in our interest expense.
See “Note 6 – Sales of Receivables” and “Note 12 – Debt” in Part II of this Annual Report on Form 10-K for additional information.
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On January 1, 2022, a provision of the Tax Cuts and Jobs Act of 2017 went into effect which eliminates the option to deduct domestic research and development costs in the year incurred and instead requires taxpayers to amortize such costs over five years. Congress may defer, modify, or repeal the provision, but the ultimate outcome is uncertain. If no new legislation is passed, the provision would go into effect for the Company’s fiscal year ending June 30, 2023 and is expected to decrease cash flows from operations by approximately $95.0 million and increase net deferred tax assets by a similar amount.
A summary of cash flow information is presented below:
|
|
Year Ended June 30, |
|
|
|
2022 |
|
|
2021 |
|
|
|
(dollar in thousands) |
|
Net cash provided by operating activities |
|
$ |
745,554 |
|
|
$ |
592,215 |
|
Net cash used in investing activities |
|
|
(689,149 |
) |
|
|
(426,646 |
) |
Net cash used in financing activities |
|
|
(21,209 |
) |
|
|
(190,596 |
) |
Effect of exchange rate changes on cash |
|
|
(8,423 |
) |
|
|
5,822 |
|
Net change in cash and cash equivalents |
|
|
26,773 |
|
|
|
(19,205 |
) |
Net cash provided by operating activities increased $153.3 million primarily as a result of a $264.2 million reduction in cash paid for income taxes, partially offset by a $52.5 million benefit in the prior year from deferrals of employer related social security taxes under the CARES Act compared to a payment of $46.5 million in the current year.
Net cash used in investing activities increased $262.5 million primarily as a result of a $259.2 million increase in cash used in acquisitions of businesses.
Net cash used in financing activities decreased $169.4 million primarily as a result of a $499.3 million reduction in repurchases of common stock, partially offset by a $329.0 million decrease in net borrowings under our Credit Facility.
We believe that the combination of internally generated funds, available bank borrowings, and cash and cash equivalents on hand will provide the required liquidity and capital resources necessary to fund on-going operations, customary capital expenditures, debt service obligations, and other working capital requirements over the next twelve months. We may in the future seek to borrow additional amounts under a long-term debt security. Over the longer term, our ability to generate sufficient cash flows from operations necessary to fulfill the obligations under the Credit Facility and any other indebtedness we may incur will depend on our future financial performance which will be affected by many factors outside of our control, including current worldwide economic conditions and financial market conditions.
Contractual Obligations
For a description of the Company’s contractual obligations related to debt, leases, and retirement plans refer to “Note 10 – Leases”, “Note 12 – Debt”, and “Note 17 – Retirement Plans” in Part II of this Annual Report on Form 10-K. In addition, as of June 30, 2022 the Company had $46.6 million of deferred payments of the employer portion of social security taxes as permitted under the CARES Act which will be paid in December 2022.
Commitments and Contingencies
We are subject to a number of reviews, investigations, claims, lawsuits, other uncertainties and future obligations related to our business. For a discussion of these items, see “Note 19 – Commitments and Contingencies” in Part II of this Annual Report on Form 10-K.
Critical Accounting Policies
The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and judgments that affect the amounts reported in those financial statements and accompanying notes. We consider the accounting policies and estimates addressed below to be the most important to our financial position and results of operations, either because of the significance of the financial statement item or because they require the exercise of significant judgment and/or use of significant estimates. Although we believe that the estimates are reasonable based on reasonably available facts, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods may differ.
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We believe the following accounting policies require significant judgment due to the complex nature of the underlying transactions:
Revenue Recognition
The Company generates almost all of our revenues from three different types of contractual arrangements with the U.S. government: cost-plus-fee, fixed-price, and time-and-materials contracts. Our contracts with the U.S. government are generally subject to the Federal Acquisition Regulation (FAR) and are competitively priced based on estimated costs of providing the contractual goods or services.
We account for a contract when the parties have approved the contract and are committed to perform on it, the rights of each party and the payment terms are identified, the contract has commercial substance, and collectability is probable. At contract inception, the Company determines whether the goods or services to be provided are to be accounted for as a single performance obligation or as multiple performance obligations. This evaluation requires professional judgment as it may impact the timing and pattern of revenue recognition. If multiple performance obligations are identified, we generally use the cost plus a margin approach to determine the relative standalone selling price of each performance obligation.
When determining the total transaction price, the Company identifies both fixed and variable consideration elements within the contract. Variable consideration includes any amount within the transaction price that is not fixed, such as: award or incentive fees; performance penalties; unfunded contract value; or other similar items. For our contracts with award or incentive fees, the Company estimates the total amount of award or incentive fee expected to be recognized into revenue. Throughout the performance period, we recognize as revenue a constrained amount of variable consideration only to the extent that it is probable that a significant reversal of the cumulative amount recognized to date will not be required in a subsequent period. Our estimate of variable consideration is periodically adjusted based on significant changes in relevant facts and circumstances. In the period in which we can calculate the final amount of award or incentive fee earned - based on the receipt of the customer’s final performance score or determining that more objective, contractually-defined criteria have been fully satisfied - the Company will adjust our cumulative revenue recognized to date on the contract.
We generally recognize revenues over time throughout the performance period as the customer simultaneously receives and consumes the benefits provided on our services-type revenue arrangements. This continuous transfer of control for our U.S. government contracts is supported by the unilateral right of our customer to terminate the contract for a variety of reasons without having to provide justification for its decision. For our services-type revenue arrangements in which there are a repetitive amount of services that are substantially the same from one month to the next, the Company applies the series guidance. We use a variety of input and output methods that approximate the progress towards complete satisfaction of the performance obligation, including: costs incurred, labor hours expended, and time-elapsed measures for our fixed-price stand ready obligations. For certain contracts, primarily our cost-plus and time-and-materials services-type revenue arrangements, we apply the right-to-invoice practical expedient in which revenues are recognized in direct proportion to our present right to consideration for progress towards the complete satisfaction of the performance obligation.
When a performance obligation has a significant degree of interrelation or interdependence between one month’s deliverables and the next, when there is an award or incentive fee, or when there is a significant degree of customization or modification, the Company generally records revenue using a percentage of completion method. For these revenue arrangements, substantially all revenues are recognized over time using a cost-to-cost input method based on the ratio of costs incurred to date to total estimated costs at completion. When estimates of total costs to be incurred on a contract exceed total revenues, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.
Contract modifications are reviewed to determine whether they should be accounted for as part of the original performance obligation or as a separate contract. When contract modifications add distinct goods or services and increase the contract value by an amount that reflects the standalone selling price, those modifications are accounted for as separate contracts. When contract modifications include goods or services that are not distinct from those already provided, the Company records a cumulative adjustment to revenues based on a remeasurement of progress towards the complete satisfaction of the not yet fully delivered performance obligation.
Based on the critical nature of our contractual performance obligations, the Company may proceed with work based on customer direction prior to the completion and signing of formal contract documents. The Company has a formal review process for approving any such work that considers previous experiences with the customer, communications with the customer regarding funding status, and our knowledge of available funding for the contract or program.
Business Combinations
We record all tangible and intangible assets acquired and liabilities assumed in a business combination at fair value as of the acquisition date, with any excess purchase consideration recorded as goodwill. Determining the fair value of acquired assets and liabilities assumed, including intangible assets, requires management to make significant judgments about expected future cash flows, weighted-average cost of capital, discount rates, and expected long-term growth rates. During the measurement period, not to exceed one year from the acquisition date, we may adjust provisional amounts recorded to reflect new information subsequently obtained regarding facts and circumstances that existed as of the acquisition date.
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Goodwill and Intangible Assets
Goodwill represents the excess of the fair value of consideration paid for an acquisition over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. We recognize purchased intangible assets in connection with our business acquisitions at fair value on the acquisition date. Goodwill and intangible assets, net represent 70.0% and 66.6% of our total assets as of June 30, 2022, and June 30, 2021, respectively.
We evaluate goodwill for both of our reporting units for impairment at least annually on the first day of the fiscal fourth quarter, 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 its respective carrying value, including goodwill, and utilizes both income and market approaches. The analysis relies on significant judgements and assumptions about expected future cash flows, weighted-average cost of capital, discount rates, expected long-term growth rates, and financial measures derived from observable market data of comparable public companies. During the fourth quarter of fiscal 2022, we completed our annual goodwill assessment and determined that each reporting unit’s fair value significantly exceeded its carrying value.
Intangible assets with finite lives are amortized using the method that best reflects how their economic benefits are utilized or, if a pattern of economic benefits cannot be reliably determined, on a straight-line basis over their estimated useful lives, which is generally over periods ranging from one to twenty years. Intangible assets with finite lives are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
Recently Adopted and Issued Accounting Pronouncements
See “Note 3 – Recent Accounting Pronouncements” in Part II of this Annual Report on Form 10-K for additional information.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
The interest rates on both the Term Loan and the Revolving Facility are affected by changes in market interest rates. We have the ability to manage these fluctuations in part through interest rate hedging alternatives in the form of interest rate swaps. We have entered into floating-to-fixed interest rate swap agreements for an aggregate notional amount of $800.00 million related to a portion of our floating rate indebtedness. All remaining balances under our Term Loan, and any additional amounts that may be borrowed under our Revolving Facility, are currently subject to interest rate fluctuations. With every one percent fluctuation in the applicable interest rate, interest expense on our variable rate debt for the twelve months ended June 30, 2022 would have fluctuated by approximately $12.3 million.
Approximately 3.1% and 2.9% of our total revenues in fiscal 2022 and 2021, respectively, were generated from our international operations headquartered in the U.K. Our practice in our international operations is to negotiate contracts in the same currency in which the predominant expenses are incurred, thereby mitigating the exposure to foreign currency exchange rate fluctuations. To the extent that it is not possible to do so, there is some risk that profits will be affected by foreign currency exchange rate fluctuations. As of June 30, 2022, we held a combination of euros and pounds sterling in the U.K. and in the Netherlands equivalent to approximately $53.2 million. Although these balances are generally available to fund ordinary business operations without legal or other restrictions, a significant portion is not immediately available to fund U.S. operations unless repatriated. Our intention is to reinvest earnings from our foreign subsidiaries. This allows us to better utilize our cash resources on behalf of our foreign subsidiaries, thereby mitigating foreign currency conversion risks.
Item 8. Financial Statements and Supplementary Data
Consolidated Financial Statements
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Nature of Operations and Basis of Presentation
CACI International Inc (collectively, with its consolidated subsidiaries, “CACI”, the “Company”, “we”, “us” and “our”) is a leading provider of Expertise and Technology to Enterprise and Mission customers in support of national security missions and government modernization/transformation in the intelligence, defense, and federal civilian sectors, both domestically and internationally. CACI’s customers include agencies and departments of the U.S. government, various state and local government agencies, foreign governments, and commercial enterprises. We operate in two reportable segments: Domestic Operations and International Operations.
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 ventures that are majority-owned or otherwise controlled by the Company. All intercompany balances and transactions have been eliminated in consolidation.
Note 2 – Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reported periods. The most significant of these estimates and assumptions relate to estimating contract revenues and costs, measuring progress against the Company’s performance obligations, assessing the fair value of acquired assets and liabilities accounted for through business acquisitions, valuing and determining the amortization periods for long-lived intangible assets, assessing the recoverability of long-lived assets, reserves for accounts receivable, and reserves for contract related matters. Management evaluates its estimates on an ongoing basis using the most current and available information. However, actual results may differ significantly from estimates. Changes in estimates are recorded in the period in which they become known.
Business Combinations
The Company records all tangible and intangible assets acquired and liabilities assumed in a business combination at fair value as of the acquisition date, with any excess purchase consideration recorded as goodwill. Determining the fair value of acquired assets and liabilities assumed, including intangible assets, requires management to make significant judgments about expected future cash flows, weighted-average cost of capital, discount rates, and expected long-term growth rates. During the measurement period, not to exceed one year from the acquisition date, the Company may adjust provisional amounts recorded to reflect new information subsequently obtained regarding facts and circumstances that existed as of the acquisition date.
Acquisition and Integration Costs
Costs associated with legal, financial and other professional advisors related to acquisitions, whether successful or unsuccessful, as well as applicable integration costs are expensed as incurred.
Revenue Recognition
The Company generates almost all of our revenues from three different types of contractual arrangements with the U.S. government: cost-plus-fee, fixed-price, and time-and-materials contracts. Our contracts with the U.S. government are generally subject to the Federal Acquisition Regulation (FAR) and are competitively priced based on estimated costs of providing the contractual goods or services.
We account for a contract when the parties have approved the contract and are committed to perform on it, the rights of each party and the payment terms are identified, the contract has commercial substance, and collectability is probable.
At contract inception, the Company determines whether the goods or services to be provided are to be accounted for as a single performance obligation or as multiple performance obligations. This evaluation requires professional judgment and it may impact the timing and pattern of revenue recognition. If multiple performance obligations are identified, we generally use the cost plus a margin approach to determine the relative standalone selling price of each performance obligation.
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When determining the total transaction price, the Company identifies both fixed and variable consideration elements within the contract. Variable consideration includes any amount within the transaction price that is not fixed, such as: award or incentive fees; performance penalties; unfunded contract value; or other similar items. For our contracts with award or incentive fees, the Company estimates the total amount of award or incentive fee expected to be recognized into revenues. Throughout the performance period, we recognize as revenue a constrained amount of variable consideration only to the extent that it is probable that a significant reversal of the cumulative amount recognized to date will not be required in a subsequent period. Our estimate of variable consideration is periodically adjusted based on significant changes in relevant facts and circumstances. In the period in which we can calculate the final amount of award or incentive fee earned - based on the receipt of the customer’s final performance score or determining that more objective, contractually-defined criteria have been fully satisfied - the Company will adjust our cumulative revenue recognized to date on the contract.
We generally recognize revenues over time throughout the performance period as the customer simultaneously receives and consumes the benefits provided on our services-type revenue arrangements. This continuous transfer of control for our U.S. government contracts is supported by the unilateral right of our customer to terminate the contract for a variety of reasons without having to provide justification for its decision. For our services-type revenue arrangements in which there are a repetitive amount of services that are substantially the same from one month to the next, the Company applies the series guidance. We use a variety of input and output methods that approximate the progress towards complete satisfaction of the performance obligation, including: costs incurred, labor hours expended, and time-elapsed measures for our fixed-price stand ready obligations. For certain contracts, primarily our cost-plus and time-and-materials services-type revenue arrangements, we apply the right-to-invoice practical expedient in which revenues are recognized in direct proportion to our present right to consideration for progress towards the complete satisfaction of the performance obligation.
When a performance obligation has a significant degree of interrelation or interdependence between one month’s deliverables and the next, when there is an award or incentive fee, or when there is a significant degree of customization or modification, the Company generally records revenue using a percentage of completion method. For these revenue arrangements, substantially all revenues are recognized over time using a cost-to-cost input method based on the ratio of costs incurred to date to total estimated costs at completion. When estimates of total costs to be incurred on a contract exceed total revenue, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.
Contract modifications are reviewed to determine whether they should be accounted for as part of the original performance obligation or as a separate contract. When a contract modification changes the scope or price and the additional performance obligations are at their standalone selling price, the original contract is terminated and the Company accounts for the change prospectively when the new goods or services to be transferred are distinct from those already provided. When the contract modification includes goods or services that are not distinct from those already provided, the Company records a cumulative adjustment to revenues based on a remeasurement of progress towards the complete satisfaction of the not yet fully delivered performance obligation.
Based on the critical nature of our contractual performance obligations, the Company may proceed with work based on customer direction prior to the completion and signing of formal contract documents. The Company has a formal review process for approving any such work that considers previous experiences with the customer, communications with the customer regarding funding status, and our knowledge of available funding for the contract or program.
Costs of Revenues
Costs of revenues includes all direct contract costs such as labor, materials, subcontractor costs, and indirect costs that are allowable and allocable to contracts under federal procurement standards. Costs of revenues also includes expenses that are unallowable under applicable procurement standards and are not allocable to contracts for billing purposes. Such unallowable expenses do not directly generate revenues but are necessary for business operations.
Changes in Estimates on Contracts
The Company recognizes revenues on many of its fixed price, award fee, and incentive fee arrangements over time primarily using a cost-to-cost input method based on the ratio of costs incurred to date to total estimated costs at completion. The process requires the Company to use professional judgment when assessing risks, estimating contract revenues and costs, estimating variable consideration, and making assumptions for schedule and technical issues. The Company periodically reassesses its assumptions and updates its estimates as needed. When estimates of total costs to be incurred on a contract exceed total revenues, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.
Contract Balances
Contract assets include unbilled receivables in which our right to consideration is conditional on factors other than the passage of time. Contract assets exclude billed and billable receivables.
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In addition, the costs to fulfill and obtain a contract are considered for capitalization based on contract specific facts and circumstances. The incremental costs to fulfill a contract (e.g., ramp up costs at the beginning of the period of performance) may be capitalized when expenses are incurred prior to satisfying a performance obligation. The incremental costs of obtaining a contract (e.g., sales commissions) are capitalized as an asset when the Company expects to recover them either directly or indirectly through the revenue arrangement’s profit margins. These capitalized costs are subsequently expensed over the revenue arrangement’s period of performance. The Company has elected to apply the practical expedient to immediately expense the costs to obtain a contract when the performance obligation will be completed within twelve months of contract inception.
Contract assets are periodically reassessed based on reasonably available information as of the balance sheet date to ensure they do not exceed their net realizable value.
Contract liabilities primarily include advance payments received from a customer in excess of revenues that may be recognized as of the balance sheet date. The advance payment is subsequently recognized into revenues as the performance obligation is satisfied.
Remaining Performance Obligations
Remaining performance obligations (RPO) represent the expected revenues to be recognized for the satisfaction of remaining performance obligations on existing contracts. This balance excludes unexercised contract option years and task orders that may be issued underneath an Indefinite Delivery/Indefinite Quantity (IDIQ) vehicle until such task orders are awarded. The RPO balance generally increases with the execution of new contracts and converts into revenues as contractual performance obligations are satisfied. The Company continues to monitor this balance as it is subject to change from execution of new contracts, contract modifications or extensions, government deobligations, or early terminations.
Cash and Cash Equivalents
The Company considers all investments with an original maturity of three months or less on their trade date to be cash equivalents. The Company classifies investments with an original maturity of more than three months but less than twelve months on their trade date as short-term marketable securities.
Receivables
Receivables include billed and billable receivables, and unbilled receivables. Amounts billable and unbilled receivables are recognized at estimated realizable value and consist of costs and fees, substantially all of which are expected to be billed and collected generally within one year. When events or conditions indicate that amounts outstanding from customers may become uncollectible, an allowance is estimated and recorded. Upon determination that a specific receivable is uncollectible, the receivable is written off against the allowance for doubtful accounts reserve. The Company’s allowance for doubtful accounts was $3.2 million and $3.1 million at June 30, 2022 and June 30, 2021, respectively.
Accounting for Sales of Financial Assets
The Company accounts for receivable transfers under its Master Accounts Receivable Purchase Agreement (MARPA) as sales under ASC 860, Transfers and Servicing, and derecognizes the sold receivables from its balance sheets.
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.
Inventories
Inventories are stated at the lower of cost (average cost or first-in, first-out) or net realizable value and are included in prepaid expenses and other current assets on the accompanying consolidated balance sheets. The Company periodically assesses its current inventory balances and records a provision for damaged, deteriorated, or obsolete inventory based on historical patterns and forecasted sales.
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Goodwill and Intangible Assets
Goodwill represents the excess of the fair value of consideration paid for an acquisition over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. The Company evaluates goodwill for both of its reporting units for impairment at least annually on the first day of the fiscal fourth quarter, 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 its respective carrying value, including goodwill, and utilizes both income and market approaches. The analysis relies on significant judgements and assumptions about expected future cash flows, weighted-average cost of capital, discount rates, expected long-term growth rates, and financial measures derived from observable market data of comparable public companies.
Intangible assets with finite lives are amortized using the method that best reflects how their economic benefits are utilized or, if a pattern of economic benefits cannot be reliably determined, on a straight-line basis over their estimated useful lives, which is generally over periods ranging from one to twenty years. Intangible assets with finite lives are assessed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
Property, Plant and Equipment
Purchases of property, plant and equipment are capitalized 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.
We evaluate our long-lived assets for potential impairment whenever there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable and the carrying amount of the asset exceeds its estimated fair value.
External Software Development Costs
Costs incurred in creating software to be sold or licensed for external use are expensed as incurred until technological feasibility has been established. Technological feasibility is established upon completion of a detailed program design or, in its absence, completion of a working model. 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 software.
Leases
The Company enters into contractual arrangements primarily for the use of real estate facilities, information technology equipment, and certain other equipment. These arrangements contain a lease when the Company controls the underlying asset and has the right to obtain substantially all of the economic benefits or outputs from the asset. All of our leases are operating leases.
The Company records a right of use (ROU) asset and lease liability as of the lease commencement date equal to the present value of the remaining lease payments. Most of our leases do not provide an implicit rate that can be readily determined. Therefore, we use a discount rate based on the Company’s incremental borrowing rate, which is determined using our credit rating and information available as of the commencement date. The ROU asset is then adjusted for initial direct costs and certain lease incentives included in the contractual arrangement. The Company has elected to not apply the lease recognition guidance for short-term equipment leases and to separate lease from non-lease components. Our operating lease arrangements may contain options to extend the lease term or for early termination. We account for these options when it is reasonably certain we will exercise them. ROU assets are evaluated for impairment in a manner consistent with the treatment of other long-lived assets.
Operating lease expense is recognized on a straight-line basis over the lease term and is recorded primarily within indirect costs and selling expenses on the consolidated statement of operations. Variable lease expenses are generally recorded in the period they are incurred and are excluded from the ROU asset and lease liability.
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, 2022. The fair value of the Company’s debt under its bank credit facility was estimated using Level 2 inputs based on market data on companies with a corporate rating similar to CACI’s that have recently priced credit facilities.
39
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. Using the treasury stock method, diluted earnings per share includes the incremental effect of restricted shares and those restricted stock units (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 14 – Earnings Per Share”.
Income Taxes
Income taxes are accounted for using the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income in the period that includes the enactment date. Estimates of the realizability of deferred tax assets are based on the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies.
Liabilities for uncertain tax positions are recognized when it is more likely than not that a tax position will not be sustained upon examination and settlement with taxing authorities. Liabilities for uncertain tax positions are measured based upon the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Tax penalties and interest are included in income tax expense.
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 17 – Retirement Plans”).
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.
Foreign Currency
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 recorded as accumulated other comprehensive income (loss) in shareholders’ equity. Foreign currency transaction gains and losses are recorded as incurred in indirect costs and selling expenses in the accompanying consolidated statements of operations.
Other Comprehensive Income (Loss)
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 (loss) 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 $11.8 million, $4.5 million and $8.7 million for the years ended June 30, 2022, 2021 and 2020, respectively; 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 13).
As of June 30, 2022, 2021 and 2020, accumulated other comprehensive loss included losses of $45.3 million, $15.9 million, and $38.6 million respectively, related to foreign currency translation adjustments, a gain of $13.1 million, a loss of $20.5 million, and a loss of $33.2 million, respectively, related to the fair value of its interest rate swap agreements, and a gain of $1.1 million, a gain of $0.1 million, and a loss of $0.5 million, respectively, related to unrecognized post-retirement costs.
40
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.
Note 3 – Recent Accounting Pronouncements
Accounting Standards Updates Issued but Not Yet Adopted
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform. The guidance in this ASU is optional and expedients may be elected over time, as reference rate reform activities occur through December 31, 2022. However, in April 2022, the FASB proposed extending the sunset date under Topic 848 from December 31, 2022 to December 31, 2024. The change is to align the temporary accounting relief guidance with the expected cessation date of LIBOR, which was postponed by administrators earlier this year to June 2023, a year after the current sunset date of ASU 2020-04. During the year ended June 30, 2020, CACI elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives consistent with past presentation. Application of these expedients assisted in preserving the Company's presentation of derivatives as qualifying cash flow hedges. The Company continues to evaluate this guidance and may apply other elections as relevant contract and hedge accounting relationship modifications are made during the course of the reference rate reform transition period.
Accounting Standards Updates Adopted
In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value in accordance with acquisition accounting. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company early adopted this standard in fiscal 2022 and it did not have a material impact on our consolidated financial statements.
Note 4 – Acquisitions
Fiscal 2022
During the year ended June 30, 2022, CACI completed four acquisitions that provide mission and enterprise technology to sensitive government customers. Their capabilities include open source intelligence solutions, specialized cyber, satellite communications, multi-domain photonics technologies for free-space optical communications, and commercial solutions for classified security technologies. The aggregate purchase consideration was approximately $612.2 million. The Company preliminarily recognized fair values of the assets acquired and liabilities assumed and allocated $444.6 million to goodwill, largely attributable to intellectual capital and the acquired assembled workforces, and $180.6 million to intangible assets. The intangible assets consist of customer relationships of $98.4 million and technology of $82.2 million. The fair value attributed to intangible assets is being amortized on an accelerated basis over a range of approximately 15 to 20 years for customer relationships and over a range of approximately 5 to 10 years for technology. The fair value attributed to the intangible assets acquired was based on assumptions and other information compiled by management, including independent valuations that utilized established valuation techniques. Of the value attributed to goodwill and intangible assets, approximately $487.7 million is deductible for income tax purposes.
Fiscal 2021
On August 11, 2020, CACI completed the acquisition of Ascent Vision Technologies (AVT) for a purchase price of approximately $348.8 million. AVT specializes in Electro-Optical Infrared payloads, On-Board Computer Vision Processing and counter-unmanned aircraft system (C-UAS) solutions. The Company recognized fair values of the assets acquired and liabilities assumed and allocated $211.0 million to goodwill and $133.8 million to intangible assets. The goodwill of $211.0 million is largely attributable to the assembled workforce of AVT and expected synergies between the Company and AVT. The intangible assets consist of customer relationships of $65.7 million and technology of $68.1 million. The fair value attributed to intangible assets is being amortized on an accelerated basis over approximately 20 years for customer relationships and over approximately 10 years for technology. The fair value attributed to the intangible assets acquired was based on assumptions and other information compiled by management, including independent valuations that utilized established valuation techniques. Of the value attributed to goodwill and intangible assets, approximately $319.7 million is deductible for income tax purposes.
41
Fiscal 2020
During the year ended June 30, 2020, CACI completed three strategic acquisitions adding key capabilities in mission Expertise and Technology. The aggregate purchase consideration was approximately $109.4 million. The Company recognized fair values of the assets acquired and liabilities assumed and allocated $70.3 million to goodwill and $29.5 million to intangible assets.
Note 5 – Revenues
Disaggregation of Revenues
The Company disaggregates revenues by contract type, customer type, prime vs. subcontractor, and whether the solution provided is primarily Expertise or Technology. These categories represent how the nature, amount, timing, and uncertainty of revenues and cash flows are affected.
Disaggregated revenues by contract type were as follows (in thousands):
|
|
Year Ended June 30, 2022 |
|
|
Year Ended June 30, 2021 |
|
|
Year Ended June 30, 2020 |
|
|
|
Domestic |
|
|
International |
|
|
Total |
|
|
Domestic |
|
|
International |
|
|
Total |
|
|
Domestic |
|
|
International |
|
|
Total |
|
Cost-plus-fee |
|
$ |
3,632,359 |
|
|
$ |
— |
|
|
$ |
3,632,359 |
|
|
$ |
3,504,838 |
|
|
$ |
— |
|
|
$ |
3,504,838 |
|
|
$ |
3,274,707 |
|
|
$ |
— |
|
|
$ |
3,274,707 |
|
Fixed-price |
|
|
1,690,480 |
|
|
|
132,741 |
|
|
|
1,823,221 |
|
|
|
1,651,343 |
|
|
|
118,498 |
|
|
|
1,769,841 |
|
|
|
1,524,381 |
|
|
|
105,094 |
|
|
|
1,629,475 |
|
Time-and-materials |
|
|
688,220 |
|
|
|
59,117 |
|
|
|
747,337 |
|
|
|
712,211 |
|
|
|
57,245 |
|
|
|
769,456 |
|
|
|
757,584 |
|
|
|
58,276 |
|
|
|
815,860 |
|
Total |
|
$ |
6,011,059 |
|
|
$ |
191,858 |
|
|
$ |
6,202,917 |
|
|
$ |
5,868,392 |
|
|
$ |
175,743 |
|
|
$ |
6,044,135 |
|
|
$ |
5,556,672 |
|
|
$ |
163,370 |
|
|
$ |
5,720,042 |
|
Disaggregated revenues by customer type were as follows (in thousands):
|
|
Year Ended June 30, 2022 |
|
|
Year Ended June 30, 2021 |
|
|
Year Ended June 30, 2020 |
|
|
|
Domestic |
|
|
International |
|
|
Total |
|
|
Domestic |
|
|
International |
|
|
Total |
|
|
Domestic |
|
|
International |
|
|
Total |
|
Department of Defense |
|
$ |
4,331,327 |
|
|
$ |
— |
|
|
$ |
4,331,327 |
|
|
$ |
4,185,292 |
|
|
$ |
— |
|
|
$ |
4,185,292 |
|
|
$ |
3,999,261 |
|
|
$ |
— |
|
|
$ |
3,999,261 |
|
Federal civilian agencies |
|
|
1,549,791 |
|
|
|
— |
|
|
|
1,549,791 |
|
|
|
1,585,672 |
|
|
|
— |
|
|
|
1,585,672 |
|
|
|
1,467,801 |
|
|
|
— |
|
|
|
1,467,801 |
|
Commercial and other |
|
|
129,941 |
|
|
|
191,858 |
|
|
|
321,799 |
|
|
|
97,428 |
|
|
|
175,743 |
|
|
|
273,171 |
|
|
|
89,610 |
|
|
|
163,370 |
|
|
|
252,980 |
|
Total |
|
$ |
6,011,059 |
|
|
$ |
191,858 |
|
|
$ |
6,202,917 |
|
|
$ |
5,868,392 |
|
|
$ |
175,743 |
|
|
$ |
6,044,135 |
|
|
$ |
5,556,672 |
|
|
$ |
163,370 |
|
|
$ |
5,720,042 |
|
Disaggregated revenues by prime vs. subcontractor were as follows (in thousands):
|
|
Year Ended June 30, 2022 |
|
|
Year Ended June 30, 2021 |
|
|
Year Ended June 30, 2020 |
|
|
|
Domestic |
|
|
International |
|
|
Total |
|
|
Domestic |
|
|
International |
|
|
Total |
|
|
Domestic |
|
|
International |
|
|
Total |
|
Prime contractor |
|
$ |
5,389,870 |
|
|
$ |
175,052 |
|
|
$ |
5,564,922 |
|
|
$ |
5,284,761 |
|
|
$ |
164,829 |
|
|
$ |
5,449,590 |
|
|
$ |
5,057,930 |
|
|
$ |
153,436 |
|
|
$ |
5,211,366 |
|
Subcontractor |
|
|
621,189 |
|
|
|
16,806 |
|
|
|
637,995 |
|
|
|
583,631 |
|
|
|
10,914 |
|
|
|
594,545 |
|
|
|
498,742 |
|
|
|
9,934 |
|
|
|
508,676 |
|
Total |
|
$ |
6,011,059 |
|
|
$ |
191,858 |
|
|
$ |
6,202,917 |
|
|
$ |
5,868,392 |
|
|
$ |
175,743 |
|
|
$ |
6,044,135 |
|
|
$ |
5,556,672 |
|
|
$ |
163,370 |
|
|
$ |
5,720,042 |
|
Disaggregated revenues by Expertise or Technology were as follows (in thousands):
|
|
Year Ended June 30, 2022 |
|
|
Year Ended June 30, 2021 |
|
|
Year Ended June 30, 2020 |
|
|
|
Domestic |
|
|
International |
|
|
Total |
|
|
Domestic |
|
|
International |
|
|
Total |
|
|
Domestic |
|
|
International |
|
|
Total |
|
Expertise |
|
$ |
2,796,038 |
|
|
$ |
73,279 |
|
|
$ |
2,869,317 |
|
|
$ |
2,901,204 |
|
|
$ |
71,762 |
|
|
$ |
2,972,966 |
|
|
$ |
2,938,379 |
|
|
$ |
63,133 |
|
|
$ |
3,001,512 |
|
Technology |
|
|
3,215,021 |
|
|
|
118,579 |
|
|
|
3,333,600 |
|
|
|
2,967,188 |
|
|
|
103,981 |
|
|
|
3,071,169 |
|
|
|
2,618,293 |
|
|
|
100,237 |
|
|
|
2,718,530 |
|
Total |
|
$ |
6,011,059 |
|
|
$ |
191,858 |
|
|
$ |
6,202,917 |
|
|
$ |
5,868,392 |
|
|
$ |
175,743 |
|
|
$ |
6,044,135 |
|
|
$ |
5,556,672 |
|
|
$ |
163,370 |
|
|
$ |
5,720,042 |
|
Changes in Estimates
Aggregate net changes in estimates reflected an increase to income before income taxes of $29.8 million ($0.93 per diluted share), $44.1 million ($1.30 per diluted share), and $33.0 million ($0.95 per diluted share) during fiscal 2022, 2021, and 2020, respectively. The Company uses its statutory tax rate when calculating the impact to diluted earnings per share.
Revenues recognized from previously satisfied performance obligations were not significant for fiscal 2022 compared to $2.5 million and $10.5 million for fiscal 2021 and 2020, respectively. The change in revenues generally relates to final true-up adjustments for estimated award or incentive fees in the period in which the customer’s final performance score was received or when it can be determined that more objective, contractually-defined criteria have been fully satisfied.
42
Remaining Performance Obligations
As of June 30, 2022, the Company had $8.2 billion of remaining performance obligations and expects to recognize approximately 50% and 73% over the next 12 and 24 months, respectively, with the remainder to be recognized thereafter.
Contract Balances
Contract balances consisted of the following (in thousands):
Description of Contract Related Balance |
|
Financial Statement Classification |
|
June 30,
2022 |
|
|
June 30,
2021 |
|
Billed and billable receivables |
|
Accounts receivable, net |
|
$ |
800,597 |
|
|
$ |
763,921 |
|
Contract assets – current unbilled receivables |
|
Accounts receivable, net |
|
|
125,547 |
|
|
|
115,930 |
|
Contract assets – current costs to obtain |
|
Prepaid expenses and other current assets |
|
|
5,167 |
|
|
|
4,144 |
|
Contract assets – noncurrent unbilled receivables |
|
Accounts receivable, long-term |
|
|
10,199 |
|
|
|
12,159 |
|
Contract assets – noncurrent costs to obtain |
|
Other long-term assets |
|
|
10,703 |
|
|
|
9,584 |
|
Contract liabilities – current deferred
revenue and other contract liabilities |
|
Other accrued expenses and current liabilities |
|
|
(84,810 |
) |
|
|
(70,907 |
) |
Contract liabilities – noncurrent deferred
revenue and other contract liabilities |
|
Other long-term liabilities |
|
|
(7,552 |
) |
|
|
(6,837 |
) |
During fiscal 2022 and 2021, respectively, we recognized $74.2 million and $57.1 million of revenue that was included in a previously recorded contract liability as of the beginning of the period.
Note 6 – Sales of Receivables
On December 23, 2021, the Company amended its Master Accounts Receivable Purchase Agreement (MARPA) with MUFG Bank, Ltd. (Purchaser), for the sale of certain designated eligible U.S. government receivables. The amendment extended the term of the MARPA to December 22, 2022. Under the MARPA, the Company can sell eligible receivables, including certain billed and unbilled receivables up to a maximum amount of $200.0 million. The Company’s receivables are sold under the MARPA without recourse for any U.S. government credit risk.
The Company accounts for receivable transfers under the MARPA as sales under ASC 860, Transfers and Servicing, and derecognizes the sold receivables from its balance sheets. The fair value of the sold receivables approximated their book value due to their short-term nature.
The Company does not retain an ongoing financial interest in the transferred receivables other than cash collection and administrative services. The Company estimated that its servicing fee was at fair value and therefore no servicing asset or liability related to these receivables was recognized as of June 30, 2022. Proceeds from the sold receivables are reflected in our operating cash flows on the statement of cash flows.
MARPA activity consisted of the following (in thousands):
|
|
As of and for the
Year Ended June 30, |
|
|
|
2022 |
|
|
2021 |
|
Beginning balance: |
|
$ |
182,027 |
|
|
$ |
200,000 |
|
Sales of receivables |
|
|
2,724,090 |
|
|
|
2,741,518 |
|
Cash collections |
|
|
(2,748,332 |
) |
|
|
(2,759,491 |
) |
Outstanding balance sold to Purchaser: (1) |
|
|
157,785 |
|
|
|
182,027 |
|
Cash collected, not remitted to Purchaser (2) |
|
|
(16,502 |
) |
|
|
(62,159 |
) |
Remaining sold receivables |
|
$ |
141,283 |
|
|
$ |
119,868 |
|
(1) |
During fiscal 2022 and 2021, the Company recorded a net cash outflow in its cash flows from operating activities of $24.2 million and a net cash outflow of $18.0 million, respectively, from sold receivables. MARPA cash flows are calculated as the change in the outstanding balance during the fiscal year. |
(2) |
Includes the cash collected on behalf of but not yet remitted to Purchaser as of June 30, 2022 and 2021. This balance is included in other accrued expenses and current liabilities as of the balance sheet date. |
43
Note 7 – Inventories
Inventories consisted of the following (in thousands):
|
|
June 30, |
|
|
|
2022 |
|
|
2021 |
|
Materials, purchased parts and supplies |
|
$ |
57,407 |
|
|
$ |
52,615 |
|
Finished goods |
|
|
13,207 |
|
|
|
15,728 |
|
Work in process |
|
|
28,748 |
|
|
|
11,353 |
|
Total |
|
$ |
99,362 |
|
|
$ |
79,696 |
|
Note 8 – Goodwill and Intangible Assets
Goodwill
Changes in the carrying amount of goodwill by reportable segment were as follows (in thousands):
|
|
Domestic |
|
|
International |
|
|
Total |
|
Balance at June 30, 2020 |
|
$ |
3,279,856 |
|
|
$ |
127,254 |
|
|
$ |
3,407,110 |
|
Goodwill acquired |
|
|
211,004 |
|
|
|
(1,478 |
) |
|
|
209,526 |
|
Foreign currency translation |
|
|
887 |
|
|
|
15,055 |
|
|
|
15,942 |
|
Balance at June 30, 2021 |
|
$ |
3,491,747 |
|
|
$ |
140,831 |
|
|
$ |
3,632,578 |
|
Goodwill acquired |
|
|
444,417 |
|
|
|
— |
|
|
|
444,417 |
|
Foreign currency translation |
|
|
(1,539 |
) |
|
|
(17,165 |
) |
|
|
(18,704 |
) |
Balance at June 30, 2022 |
|
$ |
3,934,625 |
|
|
$ |
123,666 |
|
|
$ |
4,058,291 |
|
There were no impairments of goodwill during the periods presented.
Intangible Assets
Intangible assets, net consisted of the following (in thousands):
|
|
June 30, 2022 |
|
|
June 30, 2021 |
|
|
|
Gross carrying |
|
|
Accumulated |
|
|
Net carrying |
|
|
Gross carrying |
|
|
Accumulated |
|
|
Net carrying |
|
|
|
value |
|
|
amortization |
|
|
value |
|
|
value |
|
|
amortization |
|
|
value |
|
Customer contracts and related
customer relationships |
|
$ |
656,353 |
|
|
$ |
(275,538 |
) |
|
$ |
380,815 |
|
|
$ |
601,516 |
|
|
$ |
(276,498 |
) |
|
$ |
325,018 |
|
Acquired technologies |
|
|
280,196 |
|
|
|
(79,626 |
) |
|
|
200,570 |
|
|
|
198,273 |
|
|
|
(47,185 |
) |
|
|
151,088 |
|
Total intangible assets |
|
$ |
936,549 |
|
|
$ |
(355,164 |
) |
|
$ |
581,385 |
|
|
$ |
799,789 |
|
|
$ |
(323,683 |
) |
|
$ |
476,106 |
|
Amortization expense related to intangible assets was $74.1 million, $67.5 million and $59.3 million for fiscal 2022, 2021, and 2020, respectively. Intangible assets with a gross carrying value of $41.8 million became fully amortized during fiscal 2022 and are no longer reflected in the gross carrying value and accumulated amortization as of June 30, 2022.
As of June 30, 2022, the estimated annual amortization expense is as follows (in thousands):
Fiscal Year Ending June 30, |
|
Amount |
|
2023 |
|
$ |
75,377 |
|
2024 |
|
|
71,922 |
|
2025 |
|
|
67,776 |
|
2026 |
|
|
60,166 |
|
2027 |
|
|
53,366 |
|
2028 and thereafter |
|
|
252,778 |
|
Total intangible assets, net |
|
$ |
581,385 |
|
Actual amortization expense in future periods could differ from these estimates as a result of future acquisitions, divestitures, impairments, and other factors.
44
Note 9 – Property, Plant and Equipment
Property, plant and equipment consisted of the following (in thousands):
|
|
June 30, |
|
|
|
2022 |
|
|
2021 |
|
Equipment and furniture |
|
$ |
263,344 |
|
|
$ |
234,721 |
|
Leasehold improvements |
|
|
216,646 |
|
|
|
187,542 |
|
Property, plant and equipment, at cost |
|
|
479,990 |
|
|
|
422,263 |
|
Less accumulated depreciation and amortization |
|
|
(274,368 |
) |
|
|
(231,819 |
) |
Total property, plant and equipment, net |
|
$ |
205,622 |
|
|
$ |
190,444 |
|
Depreciation expense, including amortization of leasehold improvements, was $60.5 million, $57.9 million and $49.4 million in fiscal 2022, 2021, and 2020, respectively.
Note 10 – Leases
All of the Company’s leases are operating leases. The current portion of operating lease liabilities is included in other accrued expenses and current liabilities in our consolidated balance sheets. Lease balances in our consolidated balance sheet are as follows (in thousands):
|
|
June 30, |
|
|
|
2022 |
|
|
2021 |
|
Operating lease right-of-use assets |
|
$ |
317,359 |
|
|
$ |
356,887 |
|
|
|
|
|
|
|
|
|
|
Operating lease liabilities, current |
|
|
67,256 |
|
|
|
61,280 |
|
Operating lease liabilities, noncurrent |
|
|
315,315 |
|
|
|
363,302 |
|
|
|
$ |
382,571 |
|
|
$ |
424,582 |
|
The Company’s total lease cost is recorded primarily within indirect costs and selling expenses and had the following impact on the consolidated statement of operations (in thousands):
|
|
Year Ended June 30, |
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
Operating lease cost |
|
$ |
80,748 |
|
|
$ |
89,254 |
|
|
$ |
86,039 |
|
Short-term and variable lease cost |
|
|
15,567 |
|
|
|
15,160 |
|
|
|
14,777 |
|
Sublease income |
|
|
(404 |
) |
|
|
(379 |
) |
|
|
(1,201 |
) |
Total lease cost |
|
$ |
95,911 |
|
|
$ |
104,035 |
|
|
$ |
99,615 |
|
The Company’s future minimum lease payments under non-cancelable operating leases as of June 30, 2022 are as follows (in thousands):
Fiscal Year Ending June 30: |
|
|
|
|
2023 |
|
$ |
76,743 |
|
2024 |
|
|
76,985 |
|
2025 |
|
|
68,248 |
|
2026 |
|
|
57,753 |
|
2027 |
|
|
47,382 |
|
Thereafter |
|
|
88,715 |
|
Total undiscounted lease payments |
|
|
415,826 |
|
Less: imputed interest |
|
|
(33,255 |
) |
Total discounted lease liabilities |
|
$ |
382,571 |
|
The weighted-average remaining lease terms as of June 30, 2022 and 2021 were 6.16 years and 6.79 years and the weighted-average discount rates were 2.72% and 2.76%, respectively.
Cash paid for operating leases was $85.2 million, $85.2 million, and $87.1 million in fiscal 2022, 2021, and 2020, respectively. Operating lease liabilities arising from obtaining new ROU assets was $30.9 million, $102.8 million and $50.5 million in fiscal 2022, 2021, and 2020, respectively, which includes all noncash changes arising from new or remeasured operating lease arrangements.
45
Note 11 – Fair Value Measurements
ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.
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 following table summarizes the financial assets and liabilities measured at fair value on a recurring basis and the level they fall within the fair value hierarchy (in thousands):
|
|
|
|
|
|
As of June 30, |
|
|
|
Financial Statement |
|
Fair Value |
|
2022 |
|
|
2021 |
|
Description of Financial Instrument |
|
Classification |
|
Hierarchy |
|
Fair Value |
|
Interest rate swap agreements |
|
Prepaid expenses and other
current assets |
|
Level 2 |
|
$ |
337 |
|
|
$ |
— |
|
Interest rate swap agreements |
|
Other long-term assets |
|
Level 2 |
|
$ |
19,184 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements |
|
Other accrued expenses and
current liabilities |
|
Level 2 |
|
$ |
— |
|
|
$ |
1,028 |
|
Interest rate swap agreements |
|
Other long-term liabilities |
|
Level 2 |
|
$ |
— |
|
|
$ |
24,838 |
|
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. Changes in the fair value of the interest rate swap agreements are recorded as a component of accumulated other comprehensive income or loss.
Note 12 – Debt
Long-term debt consisted of the following (in thousands):
|
|
June 30, |
|
|
|
2022 |
|
|
2021 |
|
Bank credit facility – term loans |
|
$ |
1,209,688 |
|
|
$ |
797,635 |
|
Bank credit facility – revolver loans |
|
|
533,000 |
|
|
|
945,000 |
|
Principal amount of long-term debt |
|
|
1,742,688 |
|
|
|
1,742,635 |
|
Less unamortized discounts and debt issuance costs |
|
|
(9,915 |
) |
|
|
(6,796 |
) |
Total long-term debt |
|
|
1,732,773 |
|
|
|
1,735,839 |
|
Less current portion |
|
|
(30,625 |
) |
|
|
(46,920 |
) |
Long-term debt, net of current portion |
|
$ |
1,702,148 |
|
|
$ |
1,688,919 |
|
Bank Credit Facility
The Company has a $3,200 million credit facility (the Credit Facility), which consists of a $1,975.0 million revolving credit facility (the Revolving Facility) and a $1,225.0 million term loan (the Term Loan). The Revolving Facility has sub-facilities of $100.0 million for same-day swing line loan borrowings and $25.0 million for stand-by letters of credit. At any time and so long as no default has occurred, the Company has the right to increase the Revolving Facility or the Term Loan in an aggregate principal amount of up to the greater of $500.0 million and 75% of the Company’s EBITDA plus an unlimited amount of indebtedness subject to 3.75 times, 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.
46
The Revolving Facility is a secured facility that permits continuously renewable borrowings of up to $1,975.0 million. As of June 30, 2022, the Company had $533.0 million outstanding under the Revolving Facility and no borrowings on the swing line. The Company pays a quarterly facility fee for the unused portion of the Revolving Facility.
The Term Loan is a five-year secured facility under which principal payments are due in quarterly installments of $7.7 million through December 31, 2023 and $15.3 million thereafter until the balance is due in full on December 13, 2026. As of June 30, 2022, the Company had $1,209.7 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 net leverage ratio. As of June 30, 2022, 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 2.59%.
The Credit Facility requires the Company to comply with certain financial covenants, including a maximum total leverage ratio and a minimum interest 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, 2022, the Company was in compliance with all of the financial covenants. A majority of the Company’s assets serve as collateral under the Credit Facility.
All debt issuance costs are being amortized from the date incurred to the expiration date of the Credit Facility.
The aggregate maturities of long-term debt as of June 30, 2022, are as follows (in thousands):
Fiscal Year Ending June 30, |
|
|
|
|
2023 |
|
$ |
30,625 |
|
2024 |
|
|
45,938 |
|
2025 |
|
|
61,250 |
|
2026 |
|
|
61,250 |
|
2027 |
|
|
1,543,625 |
|
Principal amount of long-term debt |
|
$ |
1,742,688 |
|
Cash Flow Hedges
The Company periodically uses derivative financial instruments as part of a strategy to manage exposure to market risks associated with interest rate fluctuations. The Company has entered into several floating-to-fixed interest rate swap agreements for an aggregate notional amount of $800.0 million which hedge a portion of the Company’s floating rate indebtedness. The swaps mature at various dates through 2028. The Company has designated the swaps as cash flow hedges. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The interest rate swap agreements are highly correlated to the changes in interest rates to which the Company is exposed. Realized gains and losses in connection with each required interest payment are reclassified from accumulated other comprehensive income or loss to interest expense. The Company does not hold or issue derivative financial instruments for trading purposes.
The effect of derivative instruments in the consolidated statements of operations and accumulated other comprehensive loss for the periods presented was as follows (in thousands):
|
|
Year Ended June 30, |
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
Gain (loss) recognized in other comprehensive income |
|
$ |
22,751 |
|
|
$ |
(1,458 |
) |
|
$ |
(26,915 |
) |
Amounts reclassified to earnings from accumulated
other comprehensive loss |
|
|
10,882 |
|
|
|
14,211 |
|
|
|
2,635 |
|
Net current period other comprehensive income (loss) |
|
$ |
33,633 |
|
|
$ |
12,753 |
|
|
$ |
(24,280 |
) |
47
Note 13 – Composition of Certain Financial Statement Captions
Accrued Compensation and Benefits
Accrued compensation and benefits consisted of the following (in thousands):
|
|
June 30, |
|
|
|
2022 |
|
|
2021 |
|
Accrued salaries and withholdings |
|
$ |
183,481 |
|
|
$ |
185,844 |
|
Accrued leave |
|
|
135,830 |
|
|
|
140,529 |
|
Deferred payroll taxes, current |
|
|
39,837 |
|
|
|
46,560 |
|
Accrued fringe benefits |
|
|
46,574 |
|
|
|
36,342 |
|
Total accrued compensation and benefits |
|
$ |
405,722 |
|
|
$ |
409,275 |
|
Other Accrued Expenses and Current Liabilities
Other accrued expenses and current liabilities consisted of the following (in thousands):
|
|
June 30, |
|
|
|
2022 |
|
|
2021 |
|
Deferred revenue, current |
|
$ |
84,810 |
|
|
$ |
70,907 |
|
Vendor obligations |
|
|
81,595 |
|
|
|
68,001 |
|
MARPA payable |
|
|
16,502 |
|
|
|
62,159 |
|
Operating lease liabilities, current |
|
|
67,256 |
|
|
|
61,280 |
|
Other |
|
|
37,408 |
|
|
|
17,623 |
|
Total other accrued expenses and current liabilities |
|
$ |
287,571 |
|
|
$ |
279,970 |
|
Other Long-Term Liabilities
Other long-term liabilities consisted of the following (in thousands):
|
|
June 30, |
|
|
|
2022 |
|
|
2021 |
|
Deferred payroll taxes, noncurrent |
|
$ |
— |
|
|
$ |
46,560 |
|
Reserve for unrecognized tax benefits |
|
|
43,042 |
|
|
|
31,617 |
|
Interest rate swap agreements |
|
|
— |
|
|
|
24,838 |
|
Accrued post-retirement obligations |
|
|
6,661 |
|
|
|
6,980 |
|
Deferred revenue, noncurrent |
|
|
7,552 |
|
|
|
6,837 |
|
Transition tax |
|
|
— |
|
|
|
4,496 |
|
Other |
|
|
14,841 |
|
|
|
17,024 |
|
Total other long-term liabilities |
|
$ |
72,096 |
|
|
$ |
138,352 |
|
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 $1.3 million, $1.3 million and $1.2 million during fiscal 2022, 2021, and 2020, respectively.
48
Note 14 – 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, |
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
Net income |
|
$ |
366,794 |
|
|
$ |
457,443 |
|
|
$ |
321,480 |
|
Weighted-average number of basic shares outstanding
during the period |
|
|
23,446 |
|
|
|
24,705 |
|
|
|
25,031 |
|
Dilutive effect of RSUs after application of treasury stock method |
|
|
231 |
|
|
|
287 |
|
|
|
454 |
|
Weighted-average number of diluted shares outstanding
during the period |
|
|
23,677 |
|
|
|
24,992 |
|
|
|
25,485 |
|
Basic earnings per share |
|
$ |
15.64 |
|
|
$ |
18.52 |
|
|
$ |
12.84 |
|
Diluted earnings per share |
|
$ |
15.49 |
|
|
$ |
18.30 |
|
|
$ |
12.61 |
|
Accelerated Share Repurchase
On March 12, 2021, the Company entered into an accelerated share repurchase agreement (ASR Agreement) with JPMorgan Chase Bank, National Association (JPMorgan). Under the ASR Agreement, the Company paid $500.0 million to JPMorgan and received an initial delivery of 1.7 million shares of common stock which became treasury shares. During the year ended June 30, 2022, the ASR Agreement was completed and an additional 0.3 million shares of common stock were received which became treasury shares. In total, 2.0 million shares were repurchased at an average price per share of $253.47.
Note 15 – Stock-Based Compensation
Historically, the Company grants non-performance-based RSUs and performance-based RSUs to key employees. Stock-based compensation expense is recognized on a straight-line basis ratably over the respective vesting periods. Performance-based RSUs are subject to achievement of a performance metric in addition to grantee service. Stock-based compensation expense for performance-based RSUs 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, together with the income tax benefits realized, is as follows (in thousands):
|
|
Year Ended June 30, |
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
Stock-based compensation included in indirect costs and
selling expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock and RSU expense |
|
$ |
31,732 |
|
|
$ |
30,463 |
|
|
$ |
29,302 |
|
Income tax benefit recognized for stock-based compensation |
|
$ |
8,218 |
|
|
$ |
8,009 |
|
|
$ |
5,849 |
|
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 operating cash flows. During fiscal 2022, 2021, and 2020, the Company recognized $5.2 million, $7.3 million, and $13.5 million of excess tax benefits, respectively, which have been reported as operating cash inflows in the accompanying consolidated statements of cash flows.
Equity Grants and Valuation
Under the terms of its 2016 Amended and Restated Incentive Compensation Plan (the 2016 Plan), the Company may issue, among others, non-qualified stock options, restricted stock, RSUs, SSARs, and performance awards, collectively referred to herein as equity instruments. The 2016 Plan was approved by the Company’s stockholders in November 2016 and amended and restated the 2006 Stock Incentive Plan (the 2006 Plan) which was due to expire at the end of the ten-year period. Grants that were made under the 2006 Plan, and equity instruments granted prior to approval of the 2016 Plan continue to be governed by the terms of the 2006 Plan. During the periods presented all equity instrument grants were made in the form of RSUs.
49
Annual grants under the 2016 Plan are generally made to the Company’s key employees during the second 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.
Upon 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 2016 Plan and its predecessor plan was 2,400,000 plus any forfeitures from the 2006 Plan. The aggregate number of grants that may be made may exceed this approved amount as forfeited restricted stock and RSUs become available for future grants. As of June 30, 2022, cumulative grants of 1,300,717 equity instruments underlying the shares authorized have been awarded, and 247,981 of these instruments have been forfeited.
Performance-based stock awards vest and the stock is issued at the end of the performance period based upon the achievement of specific performance criteria. For performance-based stock awards granted to key employees in October 2021, the final number of RSUs earned by participants is based on the achievement of a specified cumulative three-year EBITDA target below which no shares will be issued. Also, during October 2021, we granted non-performance-based RSUs that vest over a period of three years. For performance-based stock awards granted to key employees in October 2020 and 2019, the final number of RSUs earned by participants is based on the achievement of a specified one-year EPS target and on the average share price for the 90-day period ended for the following three years. If the 90-day average share price of the Company’s stock in years one, two and three exceeds the 90-day average share price at the grant date by 100% or more the number of shares ultimately awarded could range up to 200% of the specified target award. In addition to the performance conditions, there is a service vesting condition that stipulates 50% of the award will vest three years from the grant date and 50% will vest approximately four years from the grant date, depending on the award date.
The annual performance-based awards granted for each of the fiscal years presented were as follows:
|
|
Performance-based stock awards granted |
|
|
Number of additional shares earned under performance-based stock awards |
|
Fiscal 2022 |
|
|
47,749 |
|
|
|
— |
|
Fiscal 2021 |
|
|
111,729 |
|
|
|
8,143 |
|
Fiscal 2020 |
|
|
108,844 |
|
|
|
5,104 |
|
We account for stock-based payments to employees, including grants of employee stock awards and purchases under employee stock purchase plans, in accordance with ASC 718, Compensation-Stock Compensation, which requires that stock-based payments (to the extent they are compensatory) be recognized in our consolidated statements of operations based on their fair values. The fair value of RSU grants are determined based on the Company’s common stock closing price on the date of grant. The fair value of RSUs with market-based vesting features is also measured on the grant date but uses a binomial lattice model. The fair value of our market-based and performance-based RSUs is determined at the date of grant using generally accepted valuation techniques and the closing market price of our stock. The weighted-average fair value of RSUs granted during fiscal 2022, 2021, and 2020, was $249.04, $243.87, and $252.25, respectively.
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.
Restricted shares and most non-performance-based RSUs generally vest in full three years from the date of grant.
50
Changes in the number of unvested restricted stock and RSUs during the periods presented, together with the corresponding weighted-average fair values, are as follows:
|
|
Restricted Stock and
Restricted Stock Units |
|
|
|
Number
of Shares |
|
|
Weighted Average
Grant Date Fair Value |
|
Unvested at June 30, 2019 |
|
|
628,806 |
|
|
$ |
134.10 |
|
Granted |
|
|
271,542 |
|
|
|
252.25 |
|
Vested |
|
|
(348,897 |
) |
|
|
77.33 |
|
Forfeited |
|
|
(49,528 |
) |
|
|
181.89 |
|
Unvested at June 30, 2020 |
|
|
501,923 |
|
|
$ |
173.18 |
|
Granted |
|
|
198,564 |
|
|
|
243.87 |
|
Vested |
|
|
(240,950 |
) |
|
|
99.55 |
|
Forfeited |
|
|
(33,566 |
) |
|
|
219.94 |
|
Unvested at June 30, 2021 |
|
|
425,971 |
|
|
$ |
209.60 |
|
Granted |
|
|
237,723 |
|
|
|
249.04 |
|
Vested |
|
|
(200,371 |
) |
|
|
114.01 |
|
Forfeited |
|
|
(26,704 |
) |
|
|
249.09 |
|
Unvested at June 30, 2022 |
|
|
436,619 |
|
|
$ |
253.02 |
|
The total intrinsic value of RSUs that vested during fiscal 2022, 2021, and 2020 was $49.6 million, $52.7 million and $79.6 million, respectively, and the income tax benefit realized was $12.9 million, $13.9 million and $15.9 million, respectively.
As of June 30, 2022, there was no unrecognized compensation cost related to SSARs and stock options and $59.3 million of unrecognized compensation cost related to restricted stock and RSUs scheduled to be recognized over a weighted-average period of 2.3 years.
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 1,500,000, 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% 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% of such employee’s compensation over the quarter, divided by 95% 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, 2022, participants have purchased 1,293,466 shares under the ESPP, at a weighted-average price per share of $71.89. Of these shares, 35,404 were purchased by employees at a weighted-average price per share of $257.40 during fiscal 2022. 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% of their annual bonus. For the fiscal 2022, 2021, and 2020, RSUs awarded in lieu of bonuses earned were granted at 85% 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.
51
Activity related to the MSPP during the year ended June 30, 2022 is as follows:
|
|
MSPP |
|
RSUs outstanding, June 30, 2021 |
|
|
3,093 |
|
Granted |
|
|
2,789 |
|
Issued |
|
|
(756 |
) |
Forfeited |
|
|
(417 |
) |
RSUs outstanding, June 30, 2022 |
|
|
4,709 |
|
Weighted average grant date fair value as adjusted for the applicable discount |
|
$ |
207.73 |
|
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% of their annual retainer fees. Vested RSUs are settled in shares of common stock. There were no DSPP awards outstanding during fiscal 2022.
Note 16 – Income Taxes
The domestic and foreign components of income before provision for income taxes are as follows (in thousands):
|
|
Year Ended June 30, |
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
Domestic |
|
$ |
421,942 |
|
|
$ |
471,711 |
|
|
$ |
379,414 |
|
Foreign |
|
|
32,630 |
|
|
|
27,904 |
|
|
|
22,223 |
|
Income before income taxes |
|
$ |
454,572 |
|
|
$ |
499,615 |
|
|
$ |
401,637 |
|
The components of income tax expense are as follows (in thousands):
|
|
Year Ended June 30, |
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
66,956 |
|
|
$ |
(94,143 |
) |
|
$ |
42,268 |
|
State and local |
|
|
1,372 |
|
|
|
19,958 |
|
|
|
14,744 |
|
Foreign |
|
|
9,880 |
|
|
|
7,384 |
|
|
|
5,271 |
|
Total current |
|
|
78,208 |
|
|
|
(66,801 |
) |
|
|
62,283 |
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
(12,884 |
) |
|
|
109,157 |
|
|
|
12,940 |
|
State and local |
|
|
22,140 |
|
|
|
185 |
|
|
|
5,465 |
|
Foreign |
|
|
314 |
|
|
|
(369 |
) |
|
|
(531 |
) |
Total deferred |
|
|
9,570 |
|
|
|
108,973 |
|
|
|
17,874 |
|
Total income tax expense |
|
$ |
87,778 |
|
|
$ |
42,172 |
|
|
$ |
80,157 |
|
Income tax expense differs from the amounts computed by applying the U.S. federal statutory income tax rate of 21.0% as a result of the following (in thousands):
|
|
Year Ended June 30, |
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
Expected tax expense computed at federal statutory rate |
|
$ |
95,460 |
|
|
$ |
104,919 |
|
|
$ |
84,344 |
|
State and local taxes, net of federal benefit |
|
|
21,295 |
|
|
|
21,252 |
|
|
|
15,965 |
|
Remeasurement of current year NOL |
|
|
(1,124 |
) |
|
|
(56,192 |
) |
|
|
— |
|
R&D tax credit, net |
|
|
(15,708 |
) |
|
|
(18,173 |
) |
|
|
(10,700 |
) |
Stock-based compensation |
|
|
(3,981 |
) |
|
|
(5,525 |
) |
|
|
(10,900 |
) |
Nonincludible and nondeductible items, net |
|
|
1,588 |
|
|
|
(2,269 |
) |
|
|
3,133 |
|
Remeasurement of deferred taxes |
|
|
(5,629 |
) |
|
|
— |
|
|
|
— |
|
Other |
|
|
(4,123 |
) |
|
|
(1,840 |
) |
|
|
(1,685 |
) |
Total income tax expense |
|
$ |
87,778 |
|
|
$ |
42,172 |
|
|
$ |
80,157 |
|
Effective income tax rate |
|
|
19.3 |
% |
|
|
8.4 |
% |
|
|
20.0 |
% |
The effective tax rate for fiscal 2022 was favorably impacted primarily by federal research tax credits and the remeasurement of state deferred taxes.
52
The effective tax rate for fiscal 2021 was favorably impacted primarily by the Company’s method of accounting changes that resulted in a carryback of a federal income NOL and related income tax benefit as well as federal research tax credits.
The effective tax rate for fiscal 2020 was favorably impacted primarily by federal research tax credits and the amount of excess tax benefits under ASU 2016-09, Stock Compensation.
The tax effects of temporary differences that give rise to deferred taxes are presented below (in thousands):
|
|
June 30, |
|
|
|
2022 |
|
|
2021 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Operating lease liabilities |
|
$ |
99,997 |
|
|
$ |
110,282 |
|
Reserves and accruals |
|
|
46,513 |
|
|
|
58,900 |
|
Credits and net operating loss carryovers |
|
|
6,647 |
|
|
|
39,123 |
|
Deferred compensation and post-retirement obligations |
|
|
31,537 |
|
|
|
36,183 |
|
Stock-based compensation |
|
|
11,907 |
|
|
|
11,767 |
|
Interest rate swaps |
|
|
— |
|
|
|
6,800 |
|
Other |
|
|
— |
|
|
|
2,757 |
|
Total deferred tax assets |
|
|
196,601 |
|
|
|
265,812 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Goodwill and other intangible assets |
|
|
(318,150 |
) |
|
|
(291,282 |
) |
Property, plant and equipment |
|
|
(102,940 |
) |
|
|
(167,527 |
) |
Operating lease right-of-use assets |
|
|
(80,551 |
) |
|
|
(90,186 |
) |
Deferred revenue |
|
|
(34,850 |
) |
|
|
(35,115 |
) |
Prepaid expenses |
|
|
(11,162 |
) |
|
|
(8,932 |
) |
Interest rate swaps |
|
|
(4,954 |
) |
|
|
— |
|
Other |
|
|
(835 |
) |
|
|
— |
|
Total deferred tax liabilities |
|
|
(553,442 |
) |
|
|
(593,042 |
) |
Net deferred tax liability |
|
$ |
(356,841 |
) |
|
$ |
(327,230 |
) |
The deferred tax assets and liabilities were revalued in fiscal 2022 due to a reduction in the blended state effective tax rate.
The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions. Tax statutes and regulations within each jurisdiction are subject to interpretation and require the application of significant judgment. The Company is currently under examination by the Internal Revenue Service for fiscal 2017 through 2021. Based on the current IRS audit status and expected conclusion timing, approximately $73.5 million of federal income tax receivables have been classified as long term as of June 30, 2022. 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.
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, 2022, the estimated deferred tax liability associated with these undistributed earnings is approximately $2.6 million.
Changes in the Company’s liability for unrecognized tax benefits is shown in the table below (in thousands):
|
|
Year Ended June 30, |
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
Beginning of year |
|
$ |
31,505 |
|
|
$ |
8,826 |
|
|
$ |
1,530 |
|
Additions based on prior year tax positions |
|
|
8,221 |
|
|
|
20,025 |
|
|
|
5,003 |
|
Additions based on current year tax positions |
|
|
8,313 |
|
|
|
5,702 |
|
|
|
2,293 |
|
Settlement with taxing authorities |
|
|
(5,229 |
) |
|
|
(3,048 |
) |
|
|
— |
|
End of year |
|
$ |
42,810 |
|
|
$ |
31,505 |
|
|
$ |
8,826 |
|
The Company’s total liability for unrecognized tax benefits as of June 30, 2022, 2021 and 2020 was approximately $42.8 million, $31.5 million and $8.8 million, respectively. During fiscal 2022, the Company recognized an increase in reserves related to current and prior year research and development tax credits. Any amount, if recognized, would positively impact the Company’s effective tax rate.
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, 2022. As of June 30, 2022, the entire balance of unrecognized tax benefits is included in other long-term liabilities.
53
Note 17 – Retirement Plans
Defined Contribution Plans
The Company sponsors various defined contribution plans in which most employees are eligible to participate. Company contribution expense for fiscal 2022, 2021, and 2020 was $100.3 million, $97.6 million and $94.8 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% of their base compensation and up to 100% of their bonuses. The Company provides a contribution of 5% of compensation for each participant’s compensation that exceeds the limit as set forth in IRC 401(a)(17) (currently $305,000 per year). The Company also has the option to make annual discretionary contributions. Company contributions vest five-years from the date of enrollment, 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 $109.7 million at June 30, 2022, of which $7.5 million is included in accrued compensation and benefits in the accompanying consolidated balance sheet. Supplemental Savings Plan obligations decreased by $14.3 million during fiscal 2022, consisting of $23.6 million of distributions and $5.5 million of investment losses, offset by $13.8 million of participant compensation deferrals and $1.0 million of Company contributions.
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 $96.1 million at June 30, 2022 and COLI losses were $5.0 million for fiscal 2022. The value of the COLI in the Rabbi Trust was $103.0 million at June 30, 2021 and COLI gains were $9.7 million for fiscal 2021.
Contribution expense for the Supplemental Savings Plan during fiscal 2022, 2021, and 2020, was $0.9 million, $1.6 million, and $1.9 million, respectively.
Note 18 – Business Segments
The Company reports operating results and financial data in two segments: domestic operations and international operations. Domestic operations provide Expertise and Technology primarily to U.S. federal government agencies. International operations provide Expertise and Technology primarily to international government and commercial customers.
The Company evaluates the performance of its operating segments based on net income. Summarized financial information for the Company’s reportable segments is as follows (in thousands):
|
|
Year Ended June 30, 2022 |
|
|
Year Ended June 30, 2021 |
|
|
Year Ended June 30, 2020 |
|
|
|
Domestic |
|
|
International |
|
|
Total |
|
|
Domestic |
|
|
International |
|
|
Total |
|
|
Domestic |
|
|
International |
|
|
Total |
|
Revenues from external
customers |
|
$ |
6,011,059 |
|
|
$ |
191,858 |
|
|
$ |
6,202,917 |
|
|
$ |
5,868,392 |
|
|
$ |
175,743 |
|
|
$ |
6,044,135 |
|
|
$ |
5,556,672 |
|
|
$ |
163,370 |
|
|
$ |
5,720,042 |
|
Net income |
|
|
339,381 |
|
|
|
27,413 |
|
|
|
366,794 |
|
|
|
432,912 |
|
|
|
24,531 |
|
|
|
457,443 |
|
|
|
302,822 |
|
|
|
18,658 |
|
|
|
321,480 |
|
Net assets |
|
|
2,867,396 |
|
|
|
186,147 |
|
|
|
3,053,543 |
|
|
|
2,461,048 |
|
|
|
204,230 |
|
|
|
2,665,278 |
|
|
|
2,482,283 |
|
|
|
179,027 |
|
|
|
2,661,310 |
|
Goodwill |
|
|
3,934,625 |
|
|
|
123,666 |
|
|
|
4,058,291 |
|
|
|
3,491,747 |
|
|
|
140,831 |
|
|
|
3,632,578 |
|
|
|
3,279,856 |
|
|
|
127,254 |
|
|
|
3,407,110 |
|
Total long-term assets |
|
|
5,271,444 |
|
|
|
148,349 |
|
|
|
5,419,793 |
|
|
|
4,665,782 |
|
|
|
175,414 |
|
|
|
4,841,196 |
|
|
|
4,297,885 |
|
|
|
158,701 |
|
|
|
4,456,586 |
|
Total assets |
|
|
6,380,745 |
|
|
|
248,686 |
|
|
|
6,629,431 |
|
|
|
5,898,869 |
|
|
|
273,503 |
|
|
|
6,172,372 |
|
|
|
5,293,588 |
|
|
|
248,884 |
|
|
|
5,542,472 |
|
Capital expenditures |
|
|
72,736 |
|
|
|
1,828 |
|
|
|
74,564 |
|
|
|
69,610 |
|
|
|
3,519 |
|
|
|
73,129 |
|
|
|
70,499 |
|
|
|
1,804 |
|
|
|
72,303 |
|
Depreciation and amortization |
|
|
131,401 |
|
|
|
3,280 |
|
|
|
134,681 |
|
|
|
121,725 |
|
|
|
3,638 |
|
|
|
125,363 |
|
|
|
105,874 |
|
|
|
4,814 |
|
|
|
110,688 |
|
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 94.8%, 95.5% and 95.6% of its revenues from various agencies and departments of the U.S. government for fiscal 2022, 2021 and 2020, respectively.
54
Note 19 – Commitments and Contingencies
Legal Proceedings
The Company is involved in various lawsuits, claims, and administrative proceedings arising in the normal course of business. Management is of the opinion that any liability or loss associated with such matters, either individually or in the aggregate, will not have a material adverse effect on the Company’s operations and liquidity.
Government Contracting
Payments to the Company on cost-plus-fee and time-and-materials contracts are subject to adjustment upon audit by the Defense Contract Audit Agency (DCAA) and other government agencies that do not utilize DCAA’s services. The DCAA has completed audits of the Company’s annual incurred cost proposals through fiscal year ended June 30, 2020. We are still negotiating the results of prior years’ audits with the respective cognizant contracting officers and believe our reserves for such are adequate. In the opinion of management, adjustments that may result from these audits and the audits not yet started are not expected to have a material effect on the Company’s financial position, results of operations, or cash flows as the Company has accrued its best estimate of potential disallowances. Additionally, the DCAA continually reviews the cost accounting and other practices of government contractors, including the Company. In the course of those reviews, cost accounting and other issues are identified, discussed and settled.
55