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 September 30, 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 September 30, 1995: CACI International Inc Common
Stock, $0.10 par value, 10,100,000 shares.
Page 2
CACI INTERNATIONAL INC AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION Page
Item 1. Financial Statements
Unaudited Consolidated Balance Sheet as of
September 30, 1995 and June 30, 1995 3
Unaudited Consolidated Statement of Operations for the
Three Months Ended September 30, 1995 and 1994 5
Unaudited Consolidated Statement of Cash Flows for the
Three Months Ended September 30, 1995 and 1994 6
Notes to Unaudited Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
PART II: OTHER INFORMATION
Item 1. Legal Proceedings 12
INDEX TO EXHIBITS 14
SIGNATURES 15
Page 3
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
CACI INTERNATIONAL INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
ASSETS
------
September 30, 1995 June 30, 1995
------------------ --------------
<S> <C> <C>
CURRENT ASSETS
Cash and equivalents $ 775,000 $ 1,996,000
Accounts receivable:
Billed 50,964,000 42,188,000
Unbilled 8,228,000 6,134,000
------------- -------------
Total accounts receivable 59,192,000 48,322,000
Deferred income taxes 156,000 156,000
Prepaid expenses and other 4,161,000 3,860,000
------------- -------------
TOTAL CURRENT ASSETS 64,284,000 54,334,000
------------- -------------
PROPERTY AND EQUIPMENT, NET
Equipment and furniture 25,170,000 20,644,000
Leasehold improvements 2,751,000 1,809,000
------------- -------------
Property and equipment, at cost 27,921,000 22,453,000
Accumulated depreciation
and amortization (18,978,000) (13,927,000)
------------- -------------
TOTAL PROPERTY AND EQUIPMENT, NET 8,943,000 8,526,000
------------- -------------
ACCOUNTS RECEIVABLE, LONG TERM 6,470,000 4,489,000
GOODWILL, NET 7,653,000 5,413,000
OTHER ASSETS 1,186,000 1,182,000
DEFERRED INCOME TAXES 215,000 698,000
------------- -------------
TOTAL ASSETS $ 88,751,000 $ 74,642,000
============= =============
See notes to consolidated financial statements (unaudited)
</TABLE>
Page 4
<TABLE>
<CAPTION>
CACI INTERNATIONAL INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
September 30, 1995 June 30, 1995
------------------ --------------
<S> <C> <C>
CURRENT LIABILITIES
Note payable $ 9,090,000 $ 0
Accounts payable & accrued expenses 15,512,000 11,719,000
Accrued compensation and benefits 10,588,000 13,310,000
Deferred rent expense 823,000 561,000
Income taxes payable 1,793,000 1,944,000
Deferred income taxes 1,123,000 283,000
------------- -------------
TOTAL CURRENT LIABILITIES 38,929,000 27,817,000
------------- -------------
DEFERRED RENT EXPENSES 2,587,000 2,197,000
DEFERRED INCOME TAXES 143,000 143,000
SHAREHOLDERS' EQUITY
Common stock -
$.10 par value,
40,000,000 shares authorized,
13,626,000 & 13,568,000 shares issued 1,363,000 1,357,000
Capital in excess of par 5,431,000 5,053,000
Retained earnings 55,001,000 52,777,000
Cumulative currency
translation adjustments (1,041,000) (1,040,000)
Treasury stock, at cost
(3,526,000 shares & 3,526,000 shares) (13,662,000) (13,662,000)
------------- -------------
TOTAL SHAREHOLDERS' EQUITY 47,092,000 44,485,000
------------- -------------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 88,751,000 $ 74,642,000
============= =============
See notes to consolidated financial statements (unaudited).
</TABLE>
Page 5
CACI INTERNATIONAL INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended September 30,
1995 1994
----------------------------------
<S> <C> <C>
REVENUE $ 57,610,000 $ 54,881,000
COSTS AND EXPENSES:
Direct costs 31,469,000 29,657,000
Indirect costs & selling expenses 21,237,000 20,783,000
Depreciation and amortization 1,242,000 1,163,000
------------- -------------
Total Operating Expenses 53,948,000 51,603,000
------------- -------------
3,662,000 3,278,000
Interest expense 41,000 142,000
------------- -------------
INCOME BEFORE INCOME TAXES 3,621,000 3,136,000
INCOME TAXES 1,397,000 1,223,000
------------- -------------
NET INCOME $ 2,224,000 $ 1,913,000
============= =============
EARNINGS PER COMMON AND
COMMON EQUIVALENT SHARE: $ 0.21 $ 0.18
AVERAGE NUMBER OF SHARES AND
EQUIVALENT SHARES OUTSTANDING 10,693,000 10,595,000
============= =============
Dividends paid per share NONE NONE
============= =============
See notes to consolidated financial statements (unaudited).
</TABLE>
Page 6
CACI INTERNATIONAL INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended September 30,
1995 1994
--------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,224,000 $ 1,913,000
Reconciliation of net income to net cash
provided by (used in) operating activities:
Depreciation & amortization 1,242,000 1,163,000
Provision for deferred income taxes 1,323,000 332,000
Changes in operating assets & liabilities:
Accounts receivable (12,660,000) (4,270,000)
Prepaid expenses and other assets (434,000) (42,000)
Accounts payable & accrued expenses 3,632,000 (649,000)
Accrued compensation and benefits (2,722,000) (585,000)
Deferred rent expense 653,000 119,000
Income taxes payable (142,000) (149,000)
----------- -----------
Net cash used in operating activities (6,884,000) (2,168,000)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property & equipment (1,322,000) (939,000)
Acquisition / goodwill (2,382,000) 0
Other, net (115,000) (60,000)
----------- -----------
Net cash used in investing activities (3,819,000) (999,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds under line-of-credit 16,862,000 25,228,000
Reductions under line-of-credit (7,772,000) (21,023,000)
Issuance of common stock 384,000 143,000
Purchase of common stock for treasury 0 (2,154,000)
----------- -----------
Net cash provided by financing activities 9,474,000 2,194,000
----------- -----------
EFFECT OF EXCHANGE RATES ON CASH AND
EQUIVALENTS: 8,000 52,000
----------- -----------
Net decrease in cash & equivalents (1,221,000) (921,000)
Cash & equivalents, beginning of period 1,996,000 941,000
----------- -----------
Cash & equivalents, end of period $ 775,000 $ 20,000
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the year for:
Income taxes, net of refunds $ 1,239,000 $ 1,025,000
=========== ===========
Interest $ 9,000 $ 120,000
=========== ===========
See notes to consolidated financial statements (unaudited).
</TABLE>
Page 7
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 the 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, 1995.
B. ACCOUNTS RECEIVABLE
Total accounts receivable are net of allowance for doubtful accounts of
$1,805,000 and $1,415,000 at September 30, 1995 and June 30, 1995,
respectively. Accounts Receivable are classified as follows:
<TABLE>
<CAPTION>
September 30, 1995 June 30, 1995
------------------ -------------
<S> <C> <C>
BILLED AND BILLABLE RECEIVABLES:
Billed receivables $ 44,557,000 $ 35,950,000
Billable receivables at end of period 6,407,000 6,228,000
------------- -------------
TOTAL BILLED AND BILLABLE RECEIVABLES 50,964,000 42,188,000
------------- -------------
UNBILLED RECEIVABLES:
Unbilled pending receipt of contractual
documents authorizing billing 8,077,000 5,799,000
Unbilled Retainages & fee withholds
expected to be billed
within the next 12 months 151,000 335,000
------------- -------------
8,228,000 6,134,000
Unbilled retainages and fee withholds
expected to be billed beyond
the next 12 months 6,470,000 4,489,000
------------- -------------
TOTAL UNBILLED RECEIVABLES 14,698,000 10,623,000
------------- -------------
TOTAL ACCOUNTS RECEIVABLE $ 65,662,000 $ 52,811,000
============= =============
</TABLE>
Page 8
C. ACQUISITION AND GOODWILL
On September 1, 1995, the Company purchased all of the outstanding stock of
Automated Sciences Group, Inc. ("ASG") for $4.9 million payable in cash over
four years. ASG provides information technology, engineering, and
environmental services to the U.S. Department of Defense ("DoD") and the U.S.
Department of Energy ("DoE"). The purchase price is subject to a maximum
$500,000 holdback contingent on the collectability of certain receivables.
The transaction was financed primarily through internally generated funds,
coupled with some bank borrowing under the Company's existing line of credit.
The Company accounted for this acquisition by the purchase method of
accounting. 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.
D. EVENT SUBSEQUENT TO SEPTEMBER 30, 1995
On October 26, 1995, the Company announced the signing of a Letter of Intent
to acquire the outstanding common stock of IMS Technologies, Inc. ("IMS") for
$6.5 million in cash payable at closing, plus $1.5 million in cash payable to
four founders of IMS for consulting services over 3 years. The transaction
is subject to due diligence, and is expected to close on or about January 3,
1996. The acquisition will be financed with internally generated funds, and
bank borrowings under existing lines of credit.
This acquisition is expected to add $22 million in annual revenue, and at
least $500,000 in net income in the first full year of operations. In
addition, the Company projects to add approximately $2.5 million of goodwill.
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 quarters ended September 30,
1995 and 1994.
<TABLE>
<CAPTION>
Percentage of Revenue
Three Months
---------------------
FY 1995 FY 1994
<S> <C> <C>
Revenue 100.00% 100.00%
Costs and Expenses
Direct Costs 54.62% 54.04%
Indirect Costs and Selling Expenses 36.86% 37.87%
Depreciation and Amortization 2.16% 2.12%
-------- --------
Operating Expenses 93.64% 94.03%
Operating Income 6.36% 5.97%
Interest Expense 0.07% 0.26%
-------- --------
Income Before Income Taxes 6.29% 5.71%
Income Taxes 2.43% 2.23%
-------- --------
Net Income 3.86% 3.48%
======== ========
</TABLE>
THREE MONTHS ENDED 9/30/95 COMPARED WITH THREE MONTHS ENDED 9/30/94
Revenue for the current quarter was up $2.7 million or 5% to $57.6 million
from $54.9 million in last year's first fiscal quarter. The increase was the
result of a $2.9 million increase (29%) in revenue from contracts with the
U.S. Department of Justice ("DoJ"), a $0.5 million (2%) increase in revenue
from the U.S. Department of Defense, $0.6 million increase (46%) in revenue
from Federal agencies other than DoD or DoJ, $0.4 million increase (17%) in
revenue from state governments, and a $1.7 million decrease (14%) in revenue
from commercial customers.
The DoJ revenue growth of $2.9 million was a result of on-going DoJ
litigation, for which the Company provides automated litigation support
services. Although revenue from DoJ is dependent upon the level of DoJ
litigation that the Company is supporting at any period in time and can
fluctuate from quarter to quarter, the Company believes DoJ revenues will
remain constant for the balance of this fiscal year. DoJ revenue accounted
for 22% of total revenue during the current quarter, compared to 18% of total
revenue during the last year's first quarter.
Page 10
The $0.5 million increase in DoD revenue reflects internal growth and the
September 1, 1995 acquisition of Automated Sciences Group ("ASG"), offset by
the give back to the prime contractor of a DoD contract on April 1, 1995
which generated $1.9 million of revenue in last year's first quarter. ASG
provides information technology, engineering, and environmental services to
DoD and Department of Energy. This acquisition is expected to add annual
revenue of $16 million per year and annual earnings of at least $400,000.
DoD-derived revenue accounted for 51% of total revenue during the quarter,
compared to 53% of total revenue during the last year's first quarter.
Revenue from Federal agencies other than DoD or DoJ accounted for 3.5% of
total revenue during the quarter, compared to 2.5% of total revenue during
the last year's first quarter. The addition of ASG is anticipated to add
revenues of approximately $12 million for the remainder of this fiscal year.
The decrease in commercial revenue is the result of a recent downturn in U.K.
and U.S. data marketing sales. Management believes that with the upcoming
launch of its InSite 95 product for Windows 95, the revenues in this market
segment should start to increase for the balance of this year. Also, revenue
from the Company's commercial litigation support division declined. These
decreases were offset by a 72% increase in commercial revenue from the sales
of COMNET III [COMNET III is a trademark of CACI Products Company], the
Company's telecommunications planning product. Commercial revenue accounted
for 18% of total revenue during the current quarter, compared to 22% of total
revenue during the last year's first quarter.
Direct contract costs grew by $1.8 million (6%) from $29.7 million to $31.5
million and as a percentage of revenue increased to 54.6% from 54.0%. The
increase in percentage of revenue was caused by the reduction in higher
margin product sales in the U.K. Direct labor, the principal driving
component of contract revenue, was up $1.5 million or 8%, while non-labor
direct costs increased $0.3 million or 2%.
Indirect costs grew by $0.4 million or 2% to $21.2 million from $20.8
million, but as a percentage of revenue, declined to 37% from 38%. 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 5% increase in revenue, indirect labor and incentive compensation
was down $0.3 million, or 5%.
Indirect costs also increased in B&P labor and fringe benefits. B&P labor
increased in response to increases in the volume of actual and planned
proposals for the year. Fringe benefits, the largest category of indirect
expenses (34% of total), increased in proportion to the increase in total
payroll (direct labor, B&P labor, indirect labor and incentive compensation).
Depreciation and amortization costs remained stable at $1.2 million.
Interest costs totalled $41,000 (0.1% of revenue) and were down $101,000
(71%) from last year's $142,000. The decrease is a result of an $8.0 million
or 88% decrease in average borrowings from $9.1 million to $1.1 million
partially offset by a 12% increase in the effective interest rate from 6.20%
to 6.95%.
Income before income taxes rose to $3.6 million from last year's earnings of
$3.1 million. The $485,000 (16%) increase was attributable to the growth in
operating income and the decrease in interest expense.
Page 11
Income tax expense of $1,397,000 is consistent with the growth in income
before income tax as the effective tax rate has remained constant from year
to year.
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 subcontracts thereunder.
As discussed above, on September 1, 1995, as part of its continuing strategy
of acquiring small, synergistic companies within the same niche to broaden
its client and product base, the Company purchased all of the outstanding
stock of Automated Sciences Group, Inc. for $4.9 million payable in cash over
four years. The purchase price is subject to a maximum $500,000 holdback
contingent on the collectability of certain receivables. The transaction was
financed primarily through internally generated funds, coupled with some bank
borrowing under the Company's existing line of credit.
On October 26, 1995, the Company announced the signing of a Letter of Intent
to acquire the outstanding common stock of IMS Technologies, Inc. for $6.5
million in cash payable at closing, plus $1.5 million in cash payable to four
founders of IMS for consulting services over 3 years. The transaction is
subject to due diligence, and is expected to close on or about January 3,
1996. The acquisition will be financed with internally generated funds, and
bank borrowings under existing lines of credit. This acquisition is expected
to add $22 million in annual revenue, and at least $500,000 in net income in
the first full year of operations. In addition, the Company projects to add
approximately $2.5 million of goodwill.
The Company maintains a $20 million unsecured line of credit with Signet Bank
in the U.S., and 500,000 pounds sterling unsecured line with the National
Westminster Bank in London, England (See Note 4 to the Consolidated Financial
Statements for the year ended June 30, 1995). 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 working capital or
acquisition requirements. 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 12
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 Annual Report on Form 10-K for the year ending June 30, 1995, in
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.
By Order dated September 5, 1995, the Delaware Chancery Court approved final
implementation of the settlement in accordance with the report of the
Settlement Administrator, Gilardi & Company. Pursuant to that Order, the
Settlement Administrator has paid a total of $18,556 in claims of
shareholders against the Settlement Fund and has been paid $25,158 to cover
its fees and expenses of settlement. These cases are now completely settled
and will not be the subject of future reports.
PENTAGEN TECHNOLOGIES INTERNATIONAL, LTD. V. CACI INTERNATIONAL INC, ET AL.
Reference is made to Part I, Item 3, Legal Proceedings, in the Registrant's
Annual Report on Form 10-K for the period ending June 30, 1995 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
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 I, Item 3, Legal Proceedings, in the Registrant's
Annual Report on Form 10-K for the period ending June 30, 1995 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 13
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 CACI
holding that: (i) CACI's marketing of certain work to the United States Army
Materiel Command did not infringe Pentagen's MENTIX copyright or infringe any
trademark held by Pentagen; (ii) CACI's proprietary RENovate [RENovate is a
trademark of CACI, INC.-FEDERAL] software reengineering methodology does not
infringe Pentagen's MENTIX copyright; (iii) CACI'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 CACI's report indicated above, the information reported
therein on pending legal proceedings has changed as follows:
Oral Argument of the Appeal was held before the Fourth Circuit Court of
Appeals on September 28, 1995. A decision from that hearing should be
forthcoming within approximately 120 days.
The parties continue to engage in discovery in connection with Registrant's
efforts to enforce the monetary awards previously obtained by CACI.
UNITED STATES OF AMERICA, EX REL., PENTAGEN TECHNOLOGIES INTERNATIONAL, LTD.
V. CACI INTERNATIONAL INC. ET AL.
Reference is made to Part I, Item 3, Legal Proceedings, in the Registrant's
Annual Report on Form 10-K for the period ending June 30, 1995 for the most
recently filed information concerning the lawsuit filed on April 21, 1994, in
the U.S. District Court for the Southern District of New York against CACI
International Inc and its wholly-owned subsidiaries, CACI Systems
Integration, Inc. and CACI, INC.-FEDERAL, International Business Machines
Corporation ("IBM"), Loral Corporation ("Loral"), American Telephone and
Telegraph Company ("AT&T"), PRC, Inc., I-Net, Inc., and Statistica, Inc.
asserting the same factual allegations that Pentagen asserted against CACI in
the cases described above, and alleging that the defendants violated the
False Claims Act, 31 USC Section 3732, in connection with the performance of
the SBIS contract and certain marketing efforts to the Army Materiel Command.
After the Government declined to intervene in the case, and after the U.S.
District Court for the Eastern District of Virginia ruled against Pentagen on
the factual allegations which underlie the case, the case was unsealed and
Pentagen served an Amended Complaint on June 5, 1995, which changed the
wording but not the substance of the allegations of the original Complaint.
Since the filing of Registrant's report indicated above, the information
therein on pending legal proceedings has not changed.
CACI views this case as being entirely without legitimate factual or legal
bases, as evidenced in part by the fact that the assertions which underlie
the case already have been litigated and decided against Pentagen. CACI
intends to vigorously defend itself against the allegations of the case, and
to seek sanctions against Pentagen for this frivolous litigation.
Page 14
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 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: November 10, 1995 By: /s/
-------------------------
Dr. J.P. London
Chairman of the Board,
President, and Director
(Principal Executive Officer)
Date: November 10, 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 September 30,
1995 1994
--------------------------------
<S> <C> <C>
Net income $ 2,224,000 $ 1,913,000
============ ===========
Average shares outstanding
during the period 10,086,000 9,997,000
Dilutive effect of stock
options after application
of treasury stock method 607,000 598,000
------------ -----------
Average number of shares
outstanding during the period 10,693,000 10,595,000
============ ===========
Earnings per common and
common equivalent share $ .21 $ .18
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINACIAL INFORMATION EXTRACTED FROM FORM 10-Q FOR
THE FIRST QUARTER OF FY 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> SEP-30-1995
<CASH> 775,000
<SECURITIES> 0
<RECEIVABLES> 67,467,000
<ALLOWANCES> (1,805,000)
<INVENTORY> 0
<CURRENT-ASSETS> 64,284,000
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0
0
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</TABLE>
