SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1995
Commission File Number 0-8401
-----------------------------
CACI International Inc
----------------------
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation or organization)
54-1345888
----------
(I.R.S. Employer Identification No.)
1100 North Glebe Road, Arlington, VA 22201
------------------------------------------
(Address of principal executive offices)
(703) 841-7800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
CACI International Inc Common Stock, $0.10 par value
(Title of each class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
----- -----
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of March 31, 1995: CACI International Inc Common Stock,
$0.10 par value, 10,037,000 shares.
<PAGE>
Page 2
CACI INTERNATIONAL INC AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION Page
Item 1. Financial Statements
Unaudited Consolidated Balance Sheet as of
March 31, 1995 and June 30, 1994 3
Unaudited Consolidated Statement of Operations for the
Three months Ended March 31, 1995 and 1994 5
Unaudited Consolidated Statement of Operations for the
Nine months Ended March 31, 1995 and 1994 6
Unaudited Consolidated Statement of Cash Flows for the
Nine months Ended March 31, 1995 and 1994 7
Notes to Unaudited Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II: OTHER INFORMATION
Item 1. Legal Proceedings 13
INDEX TO EXHIBITS 14
SIGNATURES 15
<PAGE>
Page 3
Item 1. FINANCIAL STATEMENTS
CACI INTERNATIONAL INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
------
March 31, 1995 June 30, 1994
-------------- -------------
<S> <C> <C>
CURRENT ASSETS
Cash and equivalents $ 1,558,000 $ 941,000
Accounts receivable:
Billed 46,745,000 41,530,000
Unbilled 11,605,000 8,558,000
---------- ----------
Total accounts receivable 58,350,000 50,088,000
---------- ----------
Prepaid expenses and other 4,694,000 5,067,000
---------- ----------
TOTAL CURRENT ASSETS 64,602,000 56,096,000
---------- ----------
PROPERTY AND EQUIPMENT, NET
Equipment and furniture 19,910,000 18,476,000
Leasehold improvements 1,718,000 1,648,000
---------- ----------
Property and equipment, at cost 21,628,000 20,124,000
Accumulated depreciation
and amortization (13,322,000) (12,369,000)
---------- ----------
TOTAL PROPERTY AND EQUIPMENT, NET 8,306,000 7,755,000
---------- ----------
GOODWILL, NET 5,544,000 5,921,000
OTHER ASSETS 743,000 1,001,000
DEFERRED INCOME TAXES 0 226,000
---------- ----------
TOTAL ASSETS $ 79,195,000 $ 70,999,000
========== ==========
</TABLE>
<PAGE>
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CACI INTERNATIONAL INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
March 31, 1995 June 30, 1994
-------------- -------------
<S> <C> <C>
CURRENT LIABILITIES
Note payable $ 4,635,000 $ 2,745,000
Accounts payable and accrued expenses 13,795,000 14,848,000
Accrued compensation and benefits 12,885,000 10,712,000
Deferred rent expense 369,000 454,000
Income taxes payable 1,418,000 1,829,000
Deferred income taxes 990,000 181,000
---------- ----------
TOTAL CURRENT LIABILITIES 34,092,000 30,769,000
---------- ----------
DEFERRED RENT EXPENSES 2,236,000 2,353,000
DEFERRED INCOME TAXES 238,000 139,000
SHAREHOLDERS' EQUITY
Common stock - $.10 par value,
40,000,000 shares authorized,
13,563,000 and 13,490,000 shares issued 1,356,000 1,349,000
Capital in excess of par 5,028,000 4,591,000
Retained earnings 50,636,000 44,621,000
Cumulative currency translation adjustments (729,000) (1,315,000)
Treasury stock, at cost
(3,526,000 shares and 3,251,000 shares) (13,662,000) (11,508,000)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 42,629,000 37,738,000
---------- ----------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $79,195,000 $70,999,000
========== ==========
See notes to consolidated financial statements (unaudited).
</TABLE>
<PAGE>
Page 5
CACI INTERNATIONAL INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1995 1994
----------------------------
<S> <C> <C>
REVENUE $ 61,620,000 $ 48,953,000
---------- ----------
COSTS AND EXPENSES:
Direct costs 33,475,000 26,614,000
Indirect costs and selling expenses 23,167,000 18,239,000
Depreciation and amortization 1,304,000 1,213,000
---------- ----------
Total Operating Expenses 57,946,000 46,066,000
---------- ----------
3,674,000 2,887,000
Interest expense 178,000 112,000
---------- ----------
INCOME BEFORE INCOME TAXES 3,496,000 2,775,000
INCOME TAXES 1,382,000 1,089,000
---------- ----------
NET INCOME $ 2,114,000 $ 1,686,000
EARNINGS PER COMMON AND
COMMON EQUIVALENT SHARE: $ 0.20 $ 0.16
========== ==========
AVERAGE NUMBER OF SHARES AND
EQUIVALENT SHARES OUTSTANDING 10,589,000 10,743,000
========== ==========
Dividends paid per share NONE NONE
========== ==========
See notes to consolidated financial statements (unaudited).
</TABLE>
<PAGE>
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CACI INTERNATIONAL INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended March 31,
1995 1994
----------------------------
<S> <C> <C>
REVENUE $ 173,895,000 $ 131,119,000
----------- -----------
COSTS AND EXPENSES:
Direct costs 94,465,000 68,895,000
Indirect costs and selling expenses 65,444,000 51,441,000
Depreciation and amortization 3,659,000 3,112,000
----------- -----------
Total Operating Expenses 163,568,000 123,448,000
----------- -----------
10,327,000 7,671,000
Interest expense 469,000 291,000
----------- -----------
INCOME BEFORE INCOME TAXES
AND EXTRAORDINARY ITEM 9,858,000 7,380,000
INCOME TAXES 3,843,000 2,880,000
----------- -----------
INCOME BEFORE EXTRAORDINARY ITEM 6,015,000 4,500,000
----------- -----------
EXTRAORDINARY ITEM - COST OF SHAREHOLDER
LAWSUIT SETTLEMENT,
(NET OF $194,000 TAX BENEFIT) 0 (300,000)
----------- -----------
NET INCOME $ 6,015,000 $ 4,200,000
=========== ===========
EARNINGS (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE:
Income before extraordinary item $ 0.57 $ 0.43
Extraordinary item 0.00 (0.03)
Net income 0.57 0.40
=========== ===========
AVERAGE NUMBER OF SHARES AND
EQUIVALENT SHARES OUTSTANDING 10,594,000 10,548,000
=========== ===========
Dividends paid per share NONE NONE
=========== ===========
See notes to consolidated financial statements (unaudited).
</TABLE>
<PAGE>
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CACI INTERNATIONAL INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended March 31,
1995 1994
----------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 6,015,000 $ 4,200,000
Reconciliation of net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 3,659,000 3,112,000
Provision for deferred income taxes 1,128,000 (665,000)
Loss (gain) on sale of property and equipment (1,000) 8,000
Changes in operating assets and liabilities:
Accounts receivable (7,812,000) (9,819,000)
Prepaid expenses and other assets 158,000 (463,000)
Accounts payable and accrued expenses (1,454,000) 2,244,000
Accrued compensation and benefits 2,234,000 2,648,000
Deferred rent expense (202,000) (27,000)
Income taxes payable (408,000) 781,000
----------- -----------
Net cash provided by operating activities 3,317,000 2,019,000
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment (2,892,000) (2,496,000)
Acquisitions 0 (3,622,000)
Proceeds from sale of property and equipment 0 14,000
Other, net (106,000) (311,000)
----------- -----------
Net cash used in investing activities (2,998,000) (6,415,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds under line-of-credit 73,165,000 64,463,000
Reductions under line-of-credit (71,275,000) (61,643,000)
Issuance of common stock 444,000 767,000
Purchase of common stock for treasury (2,154,000) 0
----------- -----------
Net cash provided by financing activities 180,000 3,587,000
----------- -----------
EFFECT OF EXCHANGE RATES ON CASH AND
EQUIVALENTS: 118,000 (2,000)
----------- -----------
Net increase/(decrease) in cash and equivalents 617,000 (811,000)
Cash and equivalents, beginning of period 941,000 2,725,000
----------- -----------
Cash and equivalents, end of period $ 1,558,000 $ 1,914,000
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Income taxes, net of refunds $ 3,434,000 $ 1,079,000
Interest $ 506,000 $ 273,000
=========== ===========
See notes to consolidated financial statements (unaudited).
</TABLE>
<PAGE>
Page 8
CACI INTERNATIONAL INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
A. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and note disclosures normally included in the
annual financial statements, prepared in accordance with generally accepted
accounting principles, have been condensed or omitted pursuant to those rules
and regulations, although the Company believes that the disclosures made are
adequate to make the information presented not misleading.
In the opinion of management, the unaudited accompanying consolidated
financial statements reflect all necessary adjustments and reclassifications
(all of which are of a normal, recurring nature) that are necessary for fair
presentation for the periods presented. It is suggested that these
consolidated financial statements be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's latest annual
report to the Securities and Exchange Commission on Form 10-K for the year
ended June 30, 1994.
B. Accounts Receivable
Total Accounts Receivable are net of allowance for doubtful accounts of
$1,212,000 and $1,644,000 at March 31, 1995 and June 30, 1994, respectively.
Accounts Receivable are classified as follows:
<TABLE>
<CAPTION>
March 31, 1995 June 30, 1994
------------------------------
<S> <C> <C>
BILLED RECEIVABLES:
Billed $ 41,652,000 $ 35,668,000
Billable at end of period 5,093,000 5,862,000
----------- -----------
TOTAL BILLED RECEIVABLES 46,745,000 41,530,000
----------- -----------
UNBILLED RECEIVABLES:
Unbilled pending receipt of contractual
documents authorizing billing 5,954,000 4,977,000
Unbilled Retainages and fee withholds expected
to be billed within the next 12 months 282,000 4,000
----------- -----------
6,236,000 4,981,000
Unbilled retainages and fee withholds expected
to be billed beyond the next 12 months 5,369,000 3,577,000
----------- -----------
TOTAL UNBILLED RECEIVABLES 11,605,000 8,558,000
----------- -----------
TOTAL ACCOUNTS RECEIVABLE $ 58,350,000 $ 50,088,000
=========== ===========
</TABLE>
<PAGE>
Page 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth the relative percentages that the items of
expense and earnings bear to revenue for the three and nine months ended March
31, 1995 and 1994.
<TABLE>
<CAPTION>
Percentage of Revenue
Three Months Nine Months
----------------------------------
FY 1995 FY 1994 FY 1995 FY 1994
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenue 100.00% 100.00% 100.00% 100.00%
Costs and Expenses:
Direct Costs 54.32% 54.37% 54.32% 52.54%
Indirect Costs and Selling Expenses 37.60% 37.26% 37.63% 39.23%
Depreciation and Amortization 2.12% 2.48% 2.10% 2.37%
------- ------- ------- -------
Operating Expenses 94.04% 94.11% 94.05% 94.14%
Operating Income 5.96% 5.89% 5.95% 5.86%
Interest Expense 0.29% 0.23% 0.27% 0.22%
------- ------- ------- -------
Income Before Income Taxes and
Extraordinary Item 5.67% 5.66% 5.68% 5.64%
Income Taxes 2.24% 2.22% 2.21% 2.20%
------- ------- ------- -------
Income Before Extraordinary Item 3.43% 3.44% 3.47% 3.44%
Extraordinary Item (Net of Tax Benefit) 0.00% 0.00% 0.00% 0.23%
------- ------- ------- -------
Net Income 3.43% 3.44% 3.47% 3.21%
======= ======= ======= =======
</TABLE>
THREE MONTHS ENDED 3/31/95 COMPARED WITH THREE MONTHS ENDED 3/31/94
Revenue for the current quarter was up $12.6 million or 26% to $61.6 million
from $49.0 million in last year's third fiscal quarter. The increase was the
result of a $6.3 million increase (95%) in revenue from contracts with the
U.S. Department of Justice ("DoJ"), a $5.5 million (21%) increase in revenue
from the U.S. Department of Defense ("DoD"), a $0.5 million increase (35%) in
revenue from state governments, a $0.6 million increase (5%) in revenue from
commercial customers, and a decrease of $0.3 million (17%) in revenue from
Federal agencies other than DoD and DoJ.
The DoJ revenue growth of $6.3 million was a result of on-going litigation
brought by DoJ, which the Company is supporting. For the quarter, DoJ revenue
accounted for 21% of total company revenue versus last year's 14% for the same
period. Although revenue from DoJ is dependent upon the level of DoJ
litigation case load the Company is supporting at any period in time and can
fluctuate from quarter to quarter, the Company believes DoJ-derived revenue
will remain constant for the remainder of this fiscal year.
<PAGE>
Page 10
The $5.5 million increase in revenue from DoD contracts was primarily from new
contracts and additions to the existing contract business base. DoD-derived
revenue accounted for 52% of total revenue during the current quarter,
compared to 54% of total revenue during the last year's third quarter.
Effective April 1, 1995, the Company chose to give back to the prime
contractor, a subcontract under which it had been performing since October 1,
1993. This subcontract generated approximately $2.1 million in revenue per
quarter, but was a breakeven contract in terms of its profitability. This
event will dampen the internal growth rate in DoD-derived revenue in future
quarters.
The $0.6 million increase in commercial revenue is primarily the result of a
7% increase in revenue from the United Kingdom operation, which accounted for
approximately 55% of commercial revenue. The overall increase was offset by a
decline in revenue from commercial litigation support contracts. For the
quarter, commercial revenue, as a percentage of total revenue, decreased to
21% versus last year's 25%.
Direct contract costs grew by $6.9 million (26%) to $33.5 million from $26.6
million. Direct labor, the principal driving component of contract revenue,
was up $4.7 million or 29%, while non-labor direct costs increased $2.2
million or 21%. Direct costs, as a percentage of revenue, remained stable at
54%.
Indirect costs grew by $4.9 million or 27% to $23.1 million from $18.2 million
but, as a percentage of revenue, increased to 37.6% from 37.3%. This marginal
increase reflects a growth in bid and proposal costs of 0.6% of revenue,
offset by a relative decrease in indirect labor. Fringe benefits, the largest
category of indirect expenses (32% of total), increased in proportion to the
increase in total payroll (direct labor, B&P labor, indirect labor and
incentive compensation), and remained constant as a percentage of labor.
Depreciation and amortization increased by $91,000 to $1.304 million from
$1.213 million. An increased level of fixed assets (primarily computing and
network equipment), necessitated by internal growth and obtained through
acquisitions, accounted for the additional expense.
Income before interest and income taxes grew $787,000 or 27% to $3.7 million
from $2.9 million. The increase resulted primarily from the increase in
revenue.
Interest costs totalled $178,000 (0.3% of revenue) and were up $66,000 (59%)
from last year's $112,000. The increase was the result of (i) a 55% increase
in interest rate from 4.7% to 7.3%, partially offset by (ii) a $1.0 million
(9.3%) reduction in the average line of credit from $10.8 million to $9.8
million.
Income before income taxes rose to $3.5 million from last year's earnings of
$2.8 million. The $721,000 (26%) increase was primarily attributable to the
growth in operating income with a slight offset by the increase in interest
expense.
<PAGE>
Page 11
NINE MONTHS ENDED 3/31/95 COMPARED WITH NINE MONTHS ENDED 3/31/94
Revenue grew $42.8 million (33%) to $173.9 million from $131.1 million. DoD
revenue for the first nine months grew $22.3 million (33%) of which $10.3
million (46%) is a result of the acquisition of government services business
of SofTech, Inc. on December 1, 1993, with the remaining $12 million (54%)
derived from new contracts and additions to existing contracts. A $15.0
million (73%) increase in DoJ revenue was the result of new cases and an
expansion of support to existing cases brought by DoJ. Commercial revenue
grew $2.4 million (7%) as a result of a $3.1 million (18%) increase in U.K.-
based revenue offset by a decline in revenue from Commercial litigation
support. Finally, as a result of new contract awards, revenue from state and
local governments increased $2.1 million (44%) and revenue from federal
agencies other than DoD or DoJ grew by $1.0 million (29%).
Direct contract costs grew by $25.6 million (37%) to $94.5 million from $68.9
million. Direct labor, the principal driving component of contract revenue,
was up $14.7 million or 33%, consistent with the growth in revenue. Non-labor
direct costs increased $10.9 million or 46%, which caused direct costs, as a
percentage of revenue, to increase to 54.3% from 52.5%.
Indirect costs grew by $14 million or 27% to $65.4 million from $51.4 million
but, as a percentage of revenue, declined to 37.6% from 39.2%. The decrease
reflects the Company's continuing emphasis on reducing administrative indirect
costs while increasing funds for marketing and bid and proposal (B&P) efforts.
As a result of this management emphasis and despite the 33% increase in
revenue, indirect labor increased by only $2.3 million or 22% and, as a
percentage of revenue, decreased from 8.1% to 7.4%.
Indirect costs also increased in B&P labor, incentive compensation and fringe
benefits. B&P labor increased in response to increases in the volume of
actual and planned proposals for the year. Incentive compensation (profit
bonuses, sales commission and other pay for performance) grew because of the
increased revenue and profit. Fringe benefits, the largest category of
indirect expenses (33.2% of total), increased in proportion to the increase in
total payroll (direct labor, B&P labor, indirect labor and incentive
compensation).
Depreciation and amortization increased by $0.6 million to $3.7 million from
$3.1 million. An increased level of fixed asset acquisitions accounted for
81% of the increase. The other 19% of the increase was the result of the
Goodwill amortization.
Interest costs rose by $178,000 to $469,000 from $291,000. The increase is a
result of (i) a $0.9 million or 11.89% increase in average borrowings from
$8.2 million to $9.1 million; and (ii) a 42% increase in effective interest
rates from 4.8% to 6.8%. The increased borrowings were caused by the
Company's current high growth rate, coupled with the acquisitions made since
last year's second quarter, along with the acquisition of Treasury Stock
discussed under "Liquidity and Capital Resources" (see below).
Income before income taxes and extraordinary item rose to $9.9 million from
last year's $7.4 million. The $2.5 million (34%) increase was primarily
attributable to the growth in operating income, offset by the increase in
interest expense.
<PAGE>
Page 12
Income tax expense of $3.8 million is consistent with the growth in income
before income tax as the effective tax rate has remained constant from year to
year.
The FY 1994 extraordinary item reflects a provision made during the quarter
ended September 30, 1993 to cover the cost of settling the outstanding
shareholder lawsuits. The provision equates to a $494,000 pre-tax expense,
and $300,000 net of tax expense. Also, see comments under "Liquidity and
Capital Resources" below.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal source of cash is from operating activities and bank
borrowings. The Company's primary requirement for working capital is to carry
billed and unbilled receivables, a majority of which are due under prime
contracts with the U.S. Federal Government, or subcontract thereunder.
During the first nine months of FY 1995, the Company purchased for Treasury
Stock 275,000 shares of Common Stock at an aggregate price of $2.2 million.
In addition, the Company is pursuing a strategy of small, synergistic, niche
acquisitions designed to broaden its client and product base in its
Information Technology business portfolio. Although no acquisitions were made
in the current quarter, the Company continues to seek and review potential
candidates.
Under the terms of the shareholder litigation settlement agreement, the
Company agreed to initiate a contingent self-tender for 1.3 million of its
Common Shares at a price of $6.00 per share in the event that the average
closing price for the Company's shares for twenty consecutive trading days,
between July 22, 1994 and February 28, 1995, was below $6.00 per share. Since
the Company's shares did not trade below $6.00 per share in that time period,
the self-tender expired. Under the terms of the agreement, the Company is no
longer obligated to tender its Common Shares.
The Company maintains a $20 million unsecured line of credit with Signet Bank
in the U.S., and a 500,000 pounds sterling unsecured line with the National
Westminster Bank in London, England. These credit lines expire in March, 1996
and in November, 1995, respectively. The Company believes they can be renewed
and increased as necessary to cover the transactions described above.
Accordingly, the Company believes that the combination of internally generated
funds, available bank credit and cash on hand will provide the required
liquidity and capital resources for the foreseeable future.
<PAGE>
Page 13
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
PFIRMAN AND CHRYSOGELOS LITIGATION
Reference is made to Part II, Item 1, Legal Proceedings, in the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1991 for a
description of the two shareholder suits against the Registrant, and against
the directors of the Registrant entitled "Pfirman v. London, et al.", and
"Chrysogelos v. London, et al.". Reference is also made to Part I, Item 3 in
the Registrant's Annual Report on Form 10-K for the year ending June 30, 1994
for the major components of settlement for both lawsuits. Since the
aforementioned filing of the Registrant's reports and the filing of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31,
1994, on which Part I, Item 3, Legal Proceedings, was current, the information
reported therein on pending legal proceedings instituted against the
Registrant has changed as set forth below.
The settlement of these proceedings, which was accepted by the Delaware
Chancery Court in its Order of November 15, 1994 and by the Federal District
Court for the District of Columbia in its Order of December 1, 1994, continues
to be implemented according to the terms of the settlement agreement.
Registrant anticipates that the settlement will be fully implemented within
the next sixty days.
PENTAGEN TECHNOLOGIES INTERNATIONAL, LTD. V. CACI INTERNATIONAL INC, ET AL.
Reference is made to Part II, Item 1, Legal Proceedings, in the Registrant's
Quarterly Report on Form 10-Q for the period ending December 31, 1994 for the
most recently filed information concerning the lawsuit filed on July 1, 1993,
against the Registrant by Pentagen Technologies International, Ltd.
("Pentagen") in the Supreme Court for the State of New York alleging
conversion of intellectual property and violation of statutory duties as to
appropriation of computer software, and the lawsuit filed December 10, 1993
against the Registrant in the United States District Court for the Southern
District of New York alleging copyright and trademark infringement and
violation of the Major Fraud Against the United States Act. Since the filing
of the Registrant's report indicated above, the information reported therein
on pending legal proceedings has not changed.
The Registrant believes that the allegations of these cases are without merit
and intends to vigorously defend itself.
CACI INTERNATIONAL INC, ET AL. V. PENTAGEN TECHNOLOGIES, LTD., ET AL.
Reference is made to Part II, Item 1, Legal Proceedings, in the Registrant's
Quarterly Report on Form 10-Q for the period ending December 31, 1994 for the
most recently filed information concerning the lawsuit filed on December 22,
1993, in the United States District Court for the Eastern District of Virginia
against Pentagen Technologies International, Ltd., Baird Technologies, Inc.,
John C. Baird and Mitchell R. Leiser (principals of Pentagen and Baird).
<PAGE>
Page 14
The lawsuit was brought by the Registrant in order to provide an expeditious
redress of Pentagen's unfounded allegations including the allegations in the
lawsuits brought by Pentagen in New York as described above, and to compensate
the Registrant for any damage it may have suffered because of the defendants'
unfounded accusations.
As previously reported, the Court granted Summary Judgment in favor of the
Registrant holding that: (i) Registrant's marketing of certain work to the
United States Army Material Command did not infringe Pentagen's MENTIX
copyright or infringe any trademark held by Pentagen; (ii) Registrant's
proprietary RENovate software reengineering methodology does not infringe
Pentagen's MENTIX copyright; (iii) Registrant's work on the Army's Sustaining
Base Information Services (SBIS) contract does not infringe Pentagen's MENTIX
copyright; and (iv) Pentagen and its principals, John C. Baird and Mitchell R.
Leiser, are liable for both compensatory and punitive damages for defamation
per se.
Since the filing of the Registrant's report indicated above, the information
reported therein on pending legal proceedings has changed as set forth below:
Briefing is now complete in the Appeal to the Fourth Circuit Court of Appeals.
The case is now ready for decision or the scheduling of oral argument at the
Court's discretion. The parties continue to be engaged in discovery
proceedings in connection with Registrant's efforts to enforce the monetary
awards previously obtained by Registrant.
CACI INTERNATIONAL INC AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit
Number Title
- ------- -----
11 Computation of Earnings per Common and
Common Equivalent Share
27 Financial Data Schedule
<PAGE>
Page 15
SIGNATURES
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 thereunto duly authorized.
CACI International Inc
----------------------
(Registrant)
Date: May 12, 1995 By: /s/
----------------------------------------
Dr. J.P. London
Chairman of the Board,
President, and Director
(Principal Executive Officer)
Date: May 12, 1995 By: /s/
----------------------------------------
Samuel R. Strickland
Executive Vice President,
Chief Financial Officer, and Treasurer
(Principal Financial and Accounting Officer)
EXHIBIT 11
CACI INTERNATIONAL INC AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON
AND COMMON EQUIVALENT SHARE
<TABLE>
<CAPTION>
Three Months Ended March 31, Nine Months Ended March 31,
1995 1994 1995 1994
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Income before
extraordinary item $2,114,000 $1,686,000 $6,015,000 $4,500,000
Extraordinary item 0 0 0 (300,000)
---------- ---------- ---------- ----------
Net income $2,114,000 $1,686,000 $6,015,000 $4,200,000
========== ========== ========== ==========
Average shares outstanding
during the period 10,034,000 10,121,000 10,013,000 10,055,000
Dilutive effect of stock
options after application
of treasury stock method 555,000 622,000 581,000 493,000
---------- ---------- ---------- ----------
Average number of shares
outstanding during the period 10,589,000 10,743,000 10,594,000 10,548,000
========== ========== ========== ==========
Earnings per common and
common equivalent share:
Before extraordinary item $ 0.20 $ 0.16 $ 0.57 $ 0.43
Extraordinary item 0.00 0.00 0.00 (0.03)
---------- ---------- ---------- ----------
Net income $ 0.20 $ 0.16 $ 0.57 $ 0.40
========== ========== ========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR FY95 QUARTER ENDED MARCH 31, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> MAR-31-1995
<CASH> 1,558,000
<SECURITIES> 0
<RECEIVABLES> 59,562,000
<ALLOWANCES> (1,212,000)
<INVENTORY> 0
<CURRENT-ASSETS> 64,602,000
<PP&E> 21,628,000
<DEPRECIATION> (13,322,000)
<TOTAL-ASSETS> 79,195,000
<CURRENT-LIABILITIES> 34,092,000
<BONDS> 0
<COMMON> 1,356,000
0
0
<OTHER-SE> 41,273,000
<TOTAL-LIABILITY-AND-EQUITY> 79,195,000
<SALES> 0
<TOTAL-REVENUES> 173,895,000
<CGS> 0
<TOTAL-COSTS> 94,465,000
<OTHER-EXPENSES> 68,700,000
<LOSS-PROVISION> 403,000
<INTEREST-EXPENSE> 469,000
<INCOME-PRETAX> 9,858,000
<INCOME-TAX> 3,843,000
<INCOME-CONTINUING> 6,015,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,015,000
<EPS-PRIMARY> 0.57
<EPS-DILUTED> 0.57
</TABLE>
