SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
November 8, 1995
CACI International Inc
------------------------------------------------------
(Exact name of registrant as specified in its Charter)
Delaware
----------------------------------------------
(State or other jurisdiction of incorporation)
0-8401
------------------------
(Commission File Number)
54-1345888
---------------------------------
(IRS Employer Identification No.)
1100 N. Glebe Road
Arlington, Virginia 22201
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
(703) 841-7800
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 1, 1995, CACI purchased all of the outstanding capital stock of
Automated Sciences Group, Inc. (ASG) from its sole shareholder, Conrad Hipkins,
for $4.9 million in cash over 4 years. The purchase price for Mr. Hipkins'
stock was determined as a result of arms-length negotiations between unrelated
parties. The company funded the purchase through a combination of internally
generated funds and its line of credit with Signet Bank. CACI previously
announced the signing of a Letter of Intent to acquire ASG on July 14, 1995.
The acquisition brings to CACI approximately 200 new employees generating more
than $16 million in annual revenue. ASG provides information technology,
engineering and environmental services to te Department of Defense and Energy.
ASG is headquartered in Silver Spring, Maryland and has major offices in
Dahlgren, Virginia, Huntsville, Alabama and Oak Ridge, Tennessee.
A copy of CACI's September 5, 1995 press release regarding the acquisition of
ASG is attached as an Exhibit to this Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)(4)(iv) ASG's Consolidated Financial Statements for the years ended March
31, 1995 and 1994 and Independent Auditors' Report.
(b) Pro forma financial information of CACI for the year ended June 30, 1995.
The following CACI pro forma condensed consolidated statements of
operations for the year ended June 30, 1995, and the CACI pro forma
consolidated balance sheet for the year ended June 30, 1995, are unaudited
and have been prepared on a pro forma basis to give effect to the acquisition
(accounted for as a purchase) of the business and substantially all of the
assets of ASG as if all transactions had occurred on July 1, 1994.
The pro forma condensed consolidated statement of operations do
not purport to represent what CACI's result of operations for the year ended
June 30, 1995, would actually have been had the transaciton in fact occurred
on the aforementioned date, or to project CACI's results of operations for
any future periods. The pro forma adjustments are based upon available
information and upon certain assumptions management believes are reasonable
under the circumstances.
The pro forma condensed financial statements should be read in conjunction
with the historical financial statements of both CACI and ASG including the
notes thereto.
(c) Exhibits.
Exhibit 27 Financial Data Schedule
Exhibit 99(a) Press Release September 5, 1995 completion of acquisition of ASG.
<PAGE>
AUTOMATED SCIENCES GROUP, INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 1995 AND 1994
AND
INDEPENDENT AUDITOR'S REPORT
<PAGE>
AUTOMATED SCIENCES GROUP, INC.
CONSOLIDATED BALANCE SHEETS
March 31, 1995 and 1994
ASSETS
1995 1994
---- ----
Current assets
Cash $ 800,783 $ 604,828
Accounts receivable, net 8,227,962 10,355,711
Employee advances and other receivables 169,095 197,662
Prepaid expenses 27,160 16,878
Notes receivable, current portion 12,402 16,024
---------- ----------
Total current assets 9,237,402 11,191,103
Fixed assets, net of accumulated
depreciation and amortization 525,153 684,240
Notes receivable, less current portion 383,962 403,689
Other assets 394,167 717,710
---------- ----------
Total assets $10,540,684 $12,996,742
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Notes payable, current portion $ - $ 1,379,248
Capital lease obligations, current portion 4,740 43,191
Accounts payable 883,468 1,030,036
Other liabilities 1,982,729 1,477,074
Deferred revenue 138,312 154,511
Deferred income taxes 1,350,000 2,898,780
Deferred rent 1,021,696 262,902
Income taxes payable 140,500 69,100
---------- ----------
Total current liabilities 5,521,445 7,314,842
Long-term liabilities, less current portion
Capitalized lease obligations 5,517 10,257
Deferred rent 655,582 1,689,819
Income taxes payable 453,000 -
Other liabilities 57,000 -
--------- ---------
Total liabilities 6,692,544 9,014,918
Stockholder's equity 3,848,140 3,981,824
--------- ---------
Total liabilities and stockholder's equity $10,540,684 $12,996,742
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
[RUBINO & McGEEHIN CHARTERED
CERTIFIED PUBLIC ACCOUNTANTS
LOGO]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Automated Sciences Group, Inc.
We have audited the accompanying consolidated balance sheets of Automated
Sciences Group, Inc. and subsidiary as of March 31, 1995 and 1994, and the
related consolidated statements of operations and retained earnings and cash
flows for the years then ended. The financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Automated Sciences Group, Inc. and subsidiary as of March 31, 1995 and
1994, and their consolidated results of operations and cash flows for the
years then ended in conformity with generally accepted accounting principles.
/s/
Rubino & McGeehin
May 19, 1995, except for
Note 15, as to which the
date is July 6, 1995<PAGE>
TABLE OF CONTENTS
Description
- -----------
Independent Auditors' Report
Consolidated Balance Sheets
Consolidated Statements of Operations and Retained Earnings
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Supplemental Information
- ------------------------
Independent Auditors' Report on Supplemental Information
Schedules of Direct, Indirect and Other Expenses (Parent Only)
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
AND RETAINED EARNINGS
For the Years Ended March 31, 1995 and 1994
1995 1994
---- ----
Contract revenue $19,906,256 $22,191,829
Contract costs
Direct 12,149,797 13,714,101
Indirect 7,953,530 8,177,133
---------- ----------
Total contract costs 20,103,327 21,891,234
Income (loss) from operations (197,071) 300,595
Other income (expense)
Interest income 551 4,756
Interest expense (234,209) (78,094)
Write-down of unbilled receivables - (1,485,648)
Miscellaneous expense, net (184,144) (213,924)
---------- ----------
Loss before income taxes (614,873) (1,472,315)
Income tax benefit (481,189) (567,151)
---------- ----------
Net loss (133,684) (905,164)
Retained earnings, beginning of year 1,656,324 2,561,488
---------- ----------
Retained earnings, end of year $ 1,522,640 $ 1,656,324
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
AUTOMATED SCIENCES GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended March 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (133,684) $(905,164)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 293,189 249,199
Deferred income taxes (1,548,780) (636,251)
Write-down of investment 64,233 -
(Increase) decrease in:
Accounts receivable, net 2,127,749 2,440,573
Other receivables 28,567 (83,496)
Prepaid, expenses (10,282) 394,021
Deposits 22,881 (2,225)
Increase (decrease) in:
Bank overdraft - (1,431,659)
Accounts payable (146,568) 499,512
Other liabilities 562,655 (114,457)
Deferred revenue (16,199) 78,902
Deferred rent (275,444) (302,909)
Income taxes payable 524,400 69,100
--------- ---------
Net cash provided by operating activities 1,492,717 255,146
--------- ---------
Cash flows from investing activities:
Increase in cash surrender value of insurance (245,909) (255,453)
Payments received from notes receivable 23,349 202,081
Purchase of fixed assets (134,102) (298,194)
--------- ---------
Net cash used in investing activities (356,662) (351,566)
--------- ---------
Cash flows from financing activities:
Net proceeds (payments) from bank line of credit (1,379,248) 373,234
Increase in loans from insurance policies 99,657 366,210
Net proceeds from redemption of insurance policies 382,682 -
Payments on long-term debt - (772)
Payments on capitalized lease obligations (43,191) (95,721)
--------- ---------
Net cash provided (used) by financing activities (940,100) 642,951
--------- ---------
Net increase in cash 195,955 546,531
Cash, beginning of year 604,828 58,297
--------- ---------
Cash, end of year $ 800,783 $ 604,828
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
AUTOMATED SCIENCES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended March 31, 1995 and 1994
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
- ------------
Automated Sciences Group, Inc. (the Company) commenced operations on April 1,
1974. The Company provides diverse management services in the computer
hardware, programming, and software system fields on a contractual basis,
principally with agencies of the U.S. government.
Consolidation
- -------------
The consolidated financial statements include the accounts of its wholly-owned
subsidiary, Quicksource, Inc. All intercompany accounts and transactions have
been eliminated.
Revenue Recognition
- -------------------
Revenue from cost-plus-fixed-fee contracts is recorded on the basis of direct
costs plus indirect costs incurred and an allocable portion of the fixed fee.
Revenue from fixed-price contracts is recognized on the
percentage-of-completion method, with costs and estimated profits recorded as
work is performed. Revenue from time and materials contracts is recognized
based on fixed hourly rates for direct labor hours expended. The fixed rate
includes direct labor, indirect expenses and profit. Materials or other
specified direct costs are recorded at actual costs.
Contract costs include all direct material and labor costs and those indirect
costs related to contract performance. Provisions for estimated losses on
uncompleted contracts are made in the period in which such losses are
determined. Changes in job performance, job conditions, and estimated
profitability, including final contract settlements, may result in revisions
to costs and income and are recognized in the period in which the revisions
are determined.
Depreciation and Amortization
- -----------------------------
The Company follows the policy of providing for depreciation and amortization
by charges to operating expense using straight-line and accelerated methods,
at rates based on estimated useful lives from five to seven years.
Maintenance and repair costs are charged to "pense as incurred. Replacements
and betterments are capitalized. As fixed assets are retired or otherwise
disposed of, the asset and related accumulated depreciation or amortization
accounts are relieved of the applicable amounts and any gain or loss is
credited or charged to income.
<PAGE>
Income Taxes
- ------------
The deferred income tax liability is computed using the liability method.
Under this method, the income tax provision is based upon income taxes
currently payable, plus changes in the deferred tax liability associated with
temporary differences between the recognition of income and expenses for
financial statement and income tax return purposes.
Cash Concentration
- ------------------
The Company maintains deposits with federally insured financial institutions.
Balances usually exceed insured limits.
2. ACCOUNTS RECEIVABLE
Accounts receivable as of March 31, 1995 and 1994, consist of the following:
1995 1994
---- ----
Billed $5,850,071 $ 7,791,922
Unbilled 1,830,746 2,368,096
Retention 872,950 652,492
Allowance for doubtful accounts (325,805) (456,799)
--------- ----------
Accounts receivable, net $8,227,962 $10,355,711
========= ==========
Unbilled accounts receivable consist principally of costs in excess of
billings which represent the difference between provisional and actual
indirect rates, in addition to amounts not billable at year end under contract
terms. The excess of actual indirect rates over provisional rates will
generally become billable at completion of the contracts and after government
approval of the indirect rates. Retentions will be billed after close of the
contracts.
Included in the unbilled accounts receivable balance at March 31, 1995, is a
receivable for approximately $55,000 which represents revenue recognized in
excess of the contract funded value. Management expects a contract
modification will allow these amounts to be billed during the fiscal year
ending March 31, 1996.
During the year ended March 31, 1994, management elected not to pursue
collection of certain unbilled accounts receivables. This decision was
attributable to marketing considerations and the effort to obtain additional
contracts with the related Federal agencies. Federal agencies responsible for
the applicable contracts indicated to management that due to budget
constraints, funds for the payment of the related unbilled accounts receivable
would come from current funding, thereby limiting funds for future contract
activity.
<PAGE>
3. FIXED ASSETS
Fixed assets as of March 31, 1995 and 1994, consist of the following:
1995 1994
---- ----
Computer equipment $1,432,008 $1,371,196
Furniture and fixtures 1,242,251 1,197,784
Leasehold improvements 971,970 945,620
Leased furniture and equipment 420,472 426,209
Technical library 125,256 125,256
Software 288,557 285,404
Other equipment 113,579 108,522
Vehicles 21,179 21,179
--------- ---------
4,615,272 4,481,170
Less: accumulated depreciation and
amortization 4,090,119 3,796,930
--------- ---------
$ 525,153 $ 684,240
========= =========
<PAGE>
4. OTHER ASSETS
Other assets as of March 31, 1995 and 1994, consist of the following:
1995 1994
---- ----
Cash surrender value - officers' life
insurance, net of loans: $1,165,740
in 1995; $1,066,083 in 1994 $258,220 $494,649
Deposits 128,354 151,235
Investments, net of valuation
allowance of $64,233 in 1995 7,593 71,826
------- -------
$394,167 $717,710
5. NOTES RECEIVABLE
Notes receivable as of March 31, 1995 and 1994, consist of the following:
1995 1994
---- ----
Note receivable from Columbia Services Group,
Inc. (CSG). Outstanding principal due in monthly
installments of $1,427 including interest at 8.5%.
The note is collateralized by the unencumbered
receivables of CSG. $ 12,402 $ 25,376
Note receivable from stockholder. The note bears
interest at 7.5%. Principal is to be repaid upon
sale of individual's stock. 346,207 346,207
Note receivable from officer of the Company.
Interest is payable at an interest rate
of 6%. Final payment due July 16, 1996. 37,755 48,130
------- -------
396,364 419,713
Less: current portion (12,402) (16,024)
------- -------
Noncurrent portion $383,962 $403,689
======= =======
<PAGE>
6. NOTES PAYABLE
Notes payable as of March 31, 1995 and 1994, consist of the following:
1995 1994
---- ----
Line of credit agreement $ - $1,378,481
Note payable in monthly installments of $391
with interest included at 11.5%, due May 1994.
Secured by the vehicle purchased. - 767
--------- ---------
- 1,379,248
Less: current portion - (1,379,248)
--------- ---------
Long-term portion $ - $ -
========= =========
The Company has a line of credit agreement with a bank for a maximum of
$2,500,000 which expires August 31, 1995. Interest is payable monthly at the
bank's prime lending rate plus 1.5%. The line of credit is secured by
substantially all business assets of the Company. The line of credit
agreement contains various covenants, including a minimum tangible net worth,
as defined in the agreement, of $3,250,000.
7. OTHER LIABILITIES
Other current liabilities as of March 31, 1995 and 1994, consist of the
following:
1995 1994
---- ----
Accrued payroll and benefits $1,446,455 $1,317,927
Payroll taxes payable 64,376 53,285
Other 471,898 105,862
--------- ---------
$1,982,729 $1,477,074
========= =========
<PAGE>
8. STOCKHOLDER'S EQUITY
Stockholder's equity at March 31, 1995 and 1994, consists of the following:
12% noncumulative preferred stock, $100 par
value, 23,700 shares authorized, issued
and outstanding $2,370,000 $2,370,000
Common stock, $.10 par value, 650,000 shares
authorized, 510,000 shares issued 51,000 51,000
Retained earnings 1,522,640 1,656,324
Treasury stock, 60,435 shares at cost (95,500) (95,500)
--------- ---------
$3,848,140 $3,981,824
========= =========
9. BENEFIT PLANS
The Company has a discretionary profit sharing plan covering substantially all
employees. The plan contains 401(k) salary reduction and matching provisions.
Employees may elect to enter into a salary reduction agreement for up to 16%
of their salary. The Company matches 50% of employee contributions up to 6%
of salary. Such expenses for the years ended March 31, 1995 and 1994, were
$235,739 and $158,979, respectively.
The Company also has a non-qualified supplemental income benefit plan
providing certain officers' retirement benefits. Benefits are payable over an
agreed upon period after termination. Benefits payable at March 31, 1995 and
1994, were $320,000 and $98,524, respectively, representing management's
estimate of the present value of amounts to be paid for two individuals
currently covered by the plan. Management does not expect to add additional
participants.
10. COMMITMENTS AND CONTINGENCIES
Leases
- ------
The Company leases office space and equipment under agreements which expire at
various dates through 1998. These leases are accounted for as operating
leases. The following is a schedule of minimum lease payments:
Year ending March 31, 1996 $1,353,732
1997 653,171
1998 633,299
1999 166,270
2000 78,066
---------
$2,884,538
=========
Subsequent to March 31, 1995, the Company amended the Silver Spring, Maryland
office lease. The modification included a reduction in space, a shorter lease
term, a decrease in the monthly rent, the assigning of the subleases from the
Company to the landlord, the Company permitting the landlord to use certain
furniture during the term of the rent lease, the Company forfeiting fifty
percent of its $104,700 security deposit to the landlord on November 1, 1996
and the remaining fifty percent if the lease is not extended beyond the new
term, and the Company making a one-time payment of $650,000 to the landlord.
The lease, prior to the above discussed amendment included a six-month rental
abatement period and a cash incentive of $1.2 million which was being
amortized over the life of the original lease. The deferred rent liability is
being amortized utilizing the straight-line basis over the remaining life of
the amended lease. Rent expense for the office space and equipment leases for
the years ended March 31, 1995 and 1994, was $1,331,706 and $1,566,133,
respectively. Rent expense is net of rental income under sublease agreements
of $367,863 and $166,733 for the years ended March 31, 1995 and 1994,
respectively.
The Company also leases equipment under capital leases. The following is a
schedule of the future minimum lease payments:
Year ending March 31, 1996 $ 5,096
1997 5,096
1998 2,942
------
Total minimum lease payments 13,134
Less: amounts representing interest (2,877)
------
Present value of net minimum lease payments $10,257
DCAA Review
- -----------
Substantially all of the revenue of the Company represents payments made by
the Federal government on cost-plus-fixed-fee and time and materials contracts
which are subject to audit by the Defense Contract Audit Agency. The DCAA has
completed audits of the Company's incurred cost submissions through fiscal
year 1987. The fiscal years 1988 through 1992 are currently being audited by
DCAA. In the opinion of management, any disallowances by the government
auditors, other than amounts already provided, will not materially affect the
Company's financial statements.
Agreements with Key Executives
- ------------------------------
The Company has executed an agreement with the President and Chief Executive
Officer. The contingent liability related to this agreement is based upon
either the sale/transaction price of the Company if there is a change in
control of the Company (as defined), or the fair market value of the Company
if the individual elects to terminate his position or is terminated by the
Company. The liability for future payments under these agreements would be
measured by the sale/transaction price or fair market value of the Company and
can range from a minimum of no liability to a maximum of $600,000. No amount
has been accrued in the financial statements related to this agreement.
11. STOCK OPTION PLAN
The Company has a stock option plan covering key executives. The Company has
authorized the issuance of up to 55,600 shares of common stock. The plan calls
for options to be granted to buy shares of common stock at the current fair
market value, as determined by a committee of the Board of Directors. As of
March 31, 1995, options for 16,000 shares have been granted to employees and
former employees, and options for 15,000 shares have been granted to Board
members at a grant price of $5 per share. During the years ended March 31,
1995 and 1994, there were no options granted, exercised or expired related to
this plan.
12. INCOME TAXES
For the year ended March 31, 1994, the Company began reporting its income for
tax purposes on the accrual basis of accounting modified for unbilled
receivables which are reported when billed. Deferred income taxes have been
provided in the accompanying financial statements for the differences between
financial and tax accounting. The Company had previously reported its income
for tax purposes on the cash basis of accounting but changed as a result of
the Internal Revenue Service (IRS) audit discussed below.
The Company's tax returns for the year ended March 31, 1991, were audited by
the IRS which questioned the Company's use of the cash basis for reporting
taxable income. As a result of the audit the Company was assessed $983,000 in
taxes for its fiscal years ended March 31, 1993, and began reporting taxable
income using a modified accrual basis. The Company made a lump sum payment of
$410,000 and will pay the remaining $573,000 over the three years ending March
31, 1998. The taxes assessed were less than the corresponding deferred taxes
previously accrued by the Company, and accordingly, a tax benefit was
recognized for the year ended March 31, 1995, as discussed below.
The income tax benefit consists of the following:
1995 1994
---- ----
Current provision $1,067,591 $ 69,100
Deferred benefit (1,548,780) (636,251)
--------- ---------
Total benefit $ (481,189) $ (567,151)
========= =========
Expected benefit at Federal rate $ (209,057) $ (500,588)
State taxes, net of Federal tax benefit (28,407) (67,727)
Other, primarily IRS settlement
discussed above and nondeductible
expenses (243,725) 1,164
--------- ---------
Total benefit $ (481,189) $ (567,151)
========= =========
13. LITIGATION
At March 31, 1995, the Company was involved in litigation with a former
employee. The Company is vigorously contesting the case and has filed counter
claims against the individual. The former employee has filed a claim for
breach of an employment contract and the Company has filed a counter claim
against the former employee for breach of contract and failure to carry out
his responsibilities. This case is currently in the initial discovery stage.
In the opinion of management, there will be no material adverse effect on the
Company's financial position resulting from this litigation. No amounts have
been accrued in the accompanying financial statements related to this matter.
<PAGE>
14. SUPPLEMENTAL CASH FLOW INFORMATION
1995 1994
---- ----
Cash paid during the year for:
Interest $234,154 $78,094
======= ======
Income taxes $538,502 $ 4,840
======= ======
15. SUBSEQUENT EVENT
On July 6, 1995, the Company's sole stockholder received and agreed to a
letter of intent from CACI International, Inc. to effect the acquisition of
the Company's capital stock within three months of execution of the letter.
<PAGE>
SUPPLEMENTAL INFORMATION
<PAGE>
[Rubino & McGeehin Chartered
Certified Public Accountants
Logo]
INDEPENDENT AUDITORS' REPORT
ON SUPPLEMENTAL INFORMATION
To the Board of Directors
Automated Sciences Group, Inc.
Our audits were made for the purpose of forming an opinion on the consolidated
financial statements, taken as a whole, of Automated Sciences Group, Inc. for
the years ended March 31, 1995 and 1994, presented in the preceding section of
this report. The supplemental information on page 16 is presented for
purposes of additional analysis and is not a required part of the consolidated
financial statements. Such information has been subjected to the audit
procedures applied in the audits of the consolidated financial statements,
and, in our opinion, is fairly stated in all material respects in relation to
the consolidated financial statements taken as a whole.
/s/
Rubino & McGeehin
May 19, 1995
<PAGE>
AUTOMATED SCIENCES GROUP, INC.
SCHEDULES OF DIRECT, INDIRECT AND OTHER EXPENSES (PARENT ONLY)
For the years ended March 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
Direct Indirect Other Direct Indirect Other
------------------------------------------ ------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Amortization and depreciation $ $ 269,745 $ - $ - $ 232,931 $ -
Consulting 453,066 101,355 - 1,138,370 234,555 -
Development and training - 12,139 - - 15,971 -
Dues and subscriptions - 26,285 - - 32,618 -
Employee health and welfare - 24,255 - - 26,312 -
Equipment rental 438 118,162 - 15,786 180,410 -
Insurance - 408,276 (78,609) - 549,496 210,273
Maintenance 37,102 85,868 - 38,683 115,458 -
Materials 1,219,668 4,436 - 1,015,536 8,568 -
Miscellaneous 761 345,085 213,437 263 220,217 3,391
Office supplies - 161,582 - - 186,218 -
Outside personnel 12,625 19,224 - 25,306 18,831 -
Penalties - - 586 - - 253
Pension and profit sharing - 451,465 - - 158,979 -
Professional and legal - 315,035 - - 166,591 6,596
Provision for bad debt - - - - - -
Recruitment and advertising - 12,111 - - 7,270 -
Relocation - 7,707 - - 18,299 -
Rent - 1,230,176 - - 1,226,490 -
Salaries 6,525,321 3,138,726 133,329 6,713,090 3,420,032 -
Subcontract 2,934,000 - - 3,737,709 - -
Taxes - payroll - 750,999 - - 789,655 -
Taxes- other - 60,436 - - 66,570 -
Technical meetings and conferences - 10,195 - - 20,196 -
Telephone 12,976 94,929 - 15,114 113,943 -
Travel and automobile 813,530 157,844 - 736,450 191,402 -
Write-down of unbilled receivables - - - - - 1,485,648
Other income - - (84,599) - - (6,589)
--------- --------- ------- --------- --------- ---------
$12,009,487 $7,806,035 $184,144 $13,436,307 $8,001,012 $1,699,572
========== ========= ======= ========= ========= =========
</TABLE>
<PAGE>
CACI INTERNATIONAL INC
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1995
<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
ASSETS ---------- ----------- ---------
<S> <C> <C> <C>
Current assets
Cash $ 1,996,000 $(1,799,000) <F1><F2> $ 197,000
Accounts receivable, net 48,322,000 8,308,000 <F1> 56,630,000
Deferred income taxes 156,000 0 156,000
Prepaid expenses 3,860,000 27,000 <F1> 3,887,000
---------- ---------- ----------
Total current assets 54,334,000 6,536,000 60,870,000
---------- --------- ----------
Fixed assets, net of accumulated
depreciation & amortization 8,526,000 525,000 <F1> 9,051,000
---------- --------- ----------
Accounts receivable,
long term 4,489,000 0 4,489,000
Goodwill, net 5,413,000 2,382,000 <F1> 7,795,000
Deferred income taxes 698,000 0 698,000
Other assets 1,182,000 151,000 <F1><F3> 1,333,000
---------- --------- ----------
TOTAL ASSETS 74,642,000 9,594,000 84,236,000
========== ========= ==========
LIABILITIES AND
STOCKHOLDER'S EQUITY
Current liabilities
Accounts payable 11,719,000 3,891,000 <F1><F4> 15,610,000
Accrued compensation
and benefits 13,310,000 2,143,000 <F1> 15,453,000
Deferred rent expense 561,000 1,022,000 <F1> 1,583,000
Income taxes payable 1,944,000 198,000 <F1><F5> 2,142,000
Deferred income taxes 283,000 1,350,000 <F1> 1,633,000
---------- --------- ----------
Total current liabilities 27,817,000 8,604,000 36,421,000
---------- --------- ----------
Long-term liabilities
Deferred rent expense 2,197,000 655,000 <F1> 2,852,000
Deferred income taxes 143,000 143,000
TOTAL LIABILITIES 30,157,000 9,259,000 39,416,000
---------- --------- ----------
Stockholder's equity 44,485,000 335,000 44,820,000
---------- --------- ----------
TOTAL LIABILITIES AND
SHAREHOLDER'S EQUITY $74,642,000 $9,594,000 $84,236,000
========== ========= ==========
</TABLE>
<F1> Represents the allocation of the purchase price of $5,540,000 to all of
the assets, liabilities and intangible assets of Automated Sciences Group,
Inc. ("ASG"). The purchase price was allocated to the net tangible and
intangible assets acquired based upon preliminary estimates of their fair
values at the date of acquisition. The excess of the purchase price over the
fair value of net assets acquired was $2,382,000. This excess has been
recorded as goodwill and will be amortized on a straight line basis over 15
years. The preliminary purchase price allocation is subject to change during
the year ending June 30, 1996, as additional information concerning net asset
valuations is obtained. Therefore, the final allocation may differ from the
preliminary allocation.
<F2> Includes a $2,600,000 payment for ASG.
<F3> Adjustments reflecting write off to the cash surrender value of keyman
life insurance policy for $218,000; a $350,000 reduction in notes receivable;
a $8,000 write off to stock investment; a $23,000 write off of employee
advances; and elimination of equity in a wholly owned subsidiary, QuickSource,
Inc., for $63,000. Offset by the purchase price discussed in note <F1>.
<F4> Includes $2,940,000 accrued for the remaining amount due for the purchase
of ASG.
<F5> To record $395,000 tax benefit to reflect the write offs discussed above.
<PAGE>
CACI INTERNATIONAL INC
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
JUNE 30, 1995
<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
<S> <C> <C> <C>
REVENUE $232,964,000 $19,839,000 <F1> $252,803,000
----------- ---------- -----------
COSTS AND EXPENSES
Direct costs 126,442,000 12,150,000 <F1> 138,592,000
Indirect costs and
selling expenses 87,688,000 8,464,000 <F1><F2> 96,152,000
Depreciation and amortization 4,981,000 293,000 <F1> 5,274,000
Total operating expenses 219,111,000 20,907,000 240,018,000
----------- ---------- -----------
13,853,000 (1,068,000) 12,785,000
Interest expense 478,000 234,000 <F1> 712,000
----------- ---------- ----------
INCOME BEFORE INCOME TAXES 13,375,000 (1,302,000) 12,073,000
INCOME TAXES 5,219,000 (876,000) <F1><F3> 4,343,000
----------- ---------- ----------
NET INCOME $ 8,156,000 $ (426,000) $ 7,730,000
=========== ========== ===========
EARNINGS PER COMMON AND
COMMON EQUIVALENT SHARE $0.77 $(0.04) $0.73
AVERAGE NUMBER OF SHARES AND
EQUIVALENT SHARES OUTSTANDING 10,611,000 10,611,000 10,611,000
========== ========== ==========
</TABLE>
<F1> Represents the historical results of ASG as of June 30, 1995.
<F2> Adjustments includes write off to the cash surrender value of keyman life
insurance policy for $218,000; a $350,000 reduction in notes receivable; a
$8,000 write off to stock investment; a $23,000 write off of employee
advances; and a $21,000 vacation adjustment.
<F3> To record $395,000 tax benefit to reflect the write offs discussed above.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CACI International Inc
- ------------------------------
(Registrant)
By: /s/ Dated: November 8, 1995
- ------------------------------
Jeffrey P. Elefante
Sr. Vice President, General Counsel
and Corporate Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM
10-K FOR FY95 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> JUN-30-1995
<CASH> 1,996,000
<SECURITIES> 0
<RECEIVABLES> 54,226,000
<ALLOWANCES> (1,415,000)
<INVENTORY> 0
<CURRENT-ASSETS> 54,334,000
<PP&E> 22,453,000
<DEPRECIATION> (13,927,000)
<TOTAL-ASSETS> 74,642,000
<CURRENT-LIABILITIES> 27,817,000
<BONDS> 0
<COMMON> 1,357,000
0
0
<OTHER-SE> 43,128,000
<TOTAL-LIABILITY-AND-EQUITY> 74,642,000
<SALES> 0
<TOTAL-REVENUES> 232,964,000
<CGS> 0
<TOTAL-COSTS> 126,442,000
<OTHER-EXPENSES> 92,176,000
<LOSS-PROVISION> 493,000
<INTEREST-EXPENSE> 478,000
<INCOME-PRETAX> 13,375,000
<INCOME-TAX> 5,219,000
<INCOME-CONTINUING> 8,156,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,156,000
<EPS-PRIMARY> 0.77
<EPS-DILUTED> 0.77
</TABLE>
Exhibit 99(a)
October 26, 1995
CACI Announces Intent to Acquire
IMS Technologies, Inc.
Arlington, Va.--CACI International Inc (NASDAQ: CACI) announced today that
they have signed a Letter of Intent to acquire all of the stock of IMS
Technologies, Inc. (IMS) for $6.5 million in cash. The agreement also calls
for the payment of consulting fees of $1.5 million over 3 years to four
founders of IMS. The acquisition is subject to due diligence, and approval of
a detailed acquisition agreement by each Company's Board of Directors. The
transaction is expected to close on or about January 3, 1996.
IMS has approximately 375 employees, and generates approximately $22 million
per year in revenue. IMS helps clients solve complex management and technical
problems through effective use of information technology. These services are
provided to the U.S. Navy, the Departments of Justice and Education, the Drug
Enforcement Agency, the Social Security Administration and the IRS. IMS is
headquartered in Rockville, MD and has major offices in Dahlgren, VA,
Arlington, VA, New Orleans, LA, and Cherry Point, NC. Based upon current
forecasts, the acquisition should provide at least $0.05 in earnings per share
during the first full year of operations.
Chairman, President and CEO Dr. Jack London said, "We are extremely pleased to
have the people of IMS Technologies join with CACI. They are well managed, and
have received numerous awards for being an outstanding small business
contractor. IMS will make a significant contribution to our future growth."
Dr. London also noted, "The addition of IMS is a further step in our business
plan which calls for synergistic, anti-dilutive niche acquisitions."
CACI is an international information technology products and services
corporation. The company specializes in developing and integrating systems,
software,, and simulation products in support of government agencies and
commercial enterprises worldwide.
###
For further information contact: Samuel Strickland
CACI International Inc
(703) 841-7800
Douglas Poretz
Douglas Poretz, Ltd.
(703) 506-1778
