Acquisitions

6 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisitions

Acquisitions

Applied Insight

On October 1, 2024, CACI acquired all of the equity interests of AI Corporate Holdings, Inc. and Applied Insight Holdings, LLC (Applied Insight) for purchase consideration of approximately $314.2 million, net of cash acquired, subject to adjustments for working capital and certain other items. Applied Insight delivers proven cloud migration, adoption, and transformation capabilities, coupled with intimate customer relationships across the Department of Defense (DoD) and intelligence communities. The Company preliminarily recognized fair values of the assets acquired and liabilities assumed and allocated $217.5 million to goodwill and $95.2 million to intangible assets. At December 31, 2024, the Company had not finalized the determination of fair values allocated to assets and liabilities. The intangible assets consist of customer relationships of $84.3 million and technology of $10.9 million, which will amortize over eight and five years, respectively. The goodwill is primarily associated with future customer relationships and an acquired assembled work force. Of the value attributed to goodwill and intangible assets, approximately $248.6 million is deductible for income tax purposes. The Company funded the acquisition with cash on hand and borrowings under its revolving credit facility.

Azure Summit Technology

On October 30, 2024, CACI acquired all of the equity interests of Azure Summit Technology, LLC (Azure Summit) for purchase consideration of approximately $1,310.2 million, net of cash acquired, subject to adjustments for working capital and certain other items. Azure Summit advances DoD mission outcomes with its portfolio of high-performance radio frequency technology and engineering talent focused on the electromagnetic spectrum. The Company funded the acquisition with the net proceeds from the new senior secured Term Loan B facility (see “Note 8 – Debt”), borrowings under the revolving credit facility and cash on hand to finance the acquisition.

The purchase price was allocated, on a preliminary basis, among assets acquired and liabilities assumed at fair value on the acquisition date, October 30, 2024, based on the best available information, with the excess purchase price recorded as goodwill. As of December 31, 2024, the Company has not finalized the determination of fair values allocated to various assets and liabilities, including, but not limited to, accounts receivables, prepaid expenses and other current assets, intangible assets, accounts payable, accrued compensation and benefits, and goodwill. The allocation of the purchase price is subject to change as the Company continues to obtain and assess relevant information that existed as of the acquisition date. The preliminary allocation of the total estimated purchase consideration is as follows:

Accounts receivable, net	$	91,891
Prepaid expenses and other current assets	31,554
Goodwill	543,579
Intangible assets, net	649,500
Property, plant and equipment, net	16,349
Operating lease right-of-use assets	9,607
Other long-term assets	211
Accounts payable	(16,010)
Accrued compensation and benefits	(3,855)
Other accrued expenses and current liabilities	(4,573)
Operating lease liabilities, noncurrent	(8,062)
Total estimated consideration	$	1,310,191

The goodwill is primarily associated with future customer relationships and an acquired assembled work force. All of the goodwill recognized is tax deductible.

The estimated fair value attributed to intangible assets of $649.5 million consists of customer relationships of $270.5 million and technology of $379.0 million. The fair value attributed to intangible assets is being amortized over 10 to 20 years for customer intangibles and over 20 to 25 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.

From the October 30, 2024 acquisition date through December 31, 2024, Azure Summit generated $59.9 million of revenues and $10.2 million of net income recognized within the Domestic reportable segment. Azure Summit's net income includes the impact of $9.4 million of intangible amortization from the acquisition date through December 31, 2024. Pro forma results of operations for this acquisition are not presented because the acquisition is not material to the Company's consolidated results of operations.

For the six months ended December 31, 2024, total acquisition-related costs of $13.3 million were reported in indirect costs and expenses.