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, 1996
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, 1996: CACI International Inc Common
Stock, $0.10 par value, 10,353,000 shares.
<PAGE>
CACI INTERNATIONAL INC AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets as of September 30, 1996
and June 30, 1996
Unaudited Consolidated Statements of Operations for the Three Months
Ended September 30, 1996 and 1995
Unaudited Consolidated Statements of Cash Flows for the Three Months
Ended September 30, 1996 and 1995
Notes to Unaudited Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
Item 5. Forward Looking Statements
SIGNATURES
<PAGE>
PART 1. FINANCIAL INFORMATION, ITEM 1. FINANCIAL STATEMENTS
- ------------------------------------------------------------
CACI INTERNATIONAL INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands) ASSETS
------
September 30, 1996 June 30, 1996
------------------ -------------
CURRENT ASSETS
Cash and equivalents $ 2,110 $ 1,778
Accounts receivable:
Billed 57,566 59,330
Unbilled 9,244 7,770
------ -------
Total accounts receivable 66,810 67,100
------ -------
Income taxes receivable 1,795 1,627
Deferred income taxes 133 133
Prepaid expenses and other 3,785 3,593
------- -------
TOTAL CURRENT ASSETS 74,633 74,231
------- -------
PROPERTY AND EQUIPMENT, NET
Equipment and furniture 24,637 24,007
Leasehold improvements 2,217 2,186
------- -------
Property and equipment, at cost 26,854 26,193
Accumulated depreciation and amortization (17,743) (17,138)
------- -------
TOTAL PROPERTY AND EQUIPMENT, NET 9,111 9,055
------- -------
ACCOUNTS RECEIVABLE, LONG TERM 6,877 7,289
GOODWILL, NET 10,450 10,548
OTHER ASSETS 1,932 1,813
ACQUISITION DEPOSIT 5,336 0
DEFERRED INCOME TAXES 548 372
------- -------
TOTAL ASSETS $108,887 $103,308
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Note payable $ 0 $ 9,987
Accounts payable and accrued expenses 14,338 19,196
Accrued compensation and benefits 11,648 13,406
Deferred rent expense 683 724
Deferred income taxes 3,810 2,243
------- -------
TOTAL CURRENT LIABILITIES 30,479 45,556
------- -------
NOTES PAYABLE 17,000 0
DEFERRED RENT EXPENSES 2,169 2,274
DEFERRED INCOME TAXES 140 140
SHAREHOLDERS' EQUITY
Common stock -
$.10 par value, 40,000,000 shares
authorized, 13,879,000 and
13,755,000 shares issued 1,388 1,376
Capital in excess of par 7,317 6,239
Retained earnings 65,326 62,628
Cumulative currency translation adjustments (1,270) (1,243)
Treasury stock, at cost
(3,526 shares and 3,526 shares) (13,662) (13,662)
------- -------
TOTAL SHAREHOLDERS' EQUITY 59,099 55,338
------- -------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $108,887 $103,308
======= =======
See notes to consolidated financial statements (unaudited).
<PAGE>
CACI INTERNATIONAL INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands) Three Months Ended September 30,
1996 1995
--------------------------------
REVENUE $62,734 $57,610
------ ------
COSTS AND EXPENSES:
Direct costs 32,788 31,469
Indirect costs and selling expenses 23,816 21,237
Depreciation and amortization 1,412 1,242
------ ------
Total Operating Expenses 58,016 53,948
------ ------
Operating Income 4,718 3,662
Interest expense 184 41
------ ------
INCOME BEFORE INCOME TAXES 4,534 3,621
INCOME TAXES 1,836 1,397
------ ------
NET INCOME $ 2,698 $ 2,224
====== ======
EARNINGS PER COMMON AND
COMMON EQUIVALENT SHARE $ 0.25 $ 0.21
====== ======
AVERAGE NUMBER OF SHARES AND
EQUIVALENT SHARES OUTSTANDING 10,891 10,693
====== ======
See notes to consolidated financial statements (unaudited).
<PAGE>
CACI INTERNATIONAL INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands) Three Months Ended September 30,
1996 1995
--------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,698 $ 2,224
Reconciliation of net income to net
cash provided by operating activities
Depreciation and amortization 1,412 1,242
Provision for deferred income taxes 1,232 1,323
Changes in operating assets & liabilities
Accounts receivable 702 (4,210)
Prepaid expenses and other assets (192) (256)
Accounts payable and accrued expenses (5,025) 978
Accrued compensation and vacation (1,712) (3,814)
Deferred rent expense (146) (48)
Income taxes (receivable) payable (18) (1,633)
------ ------
Net cash used in operating activities (1,049) (4,194)
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of property & equipment (1,155) (904)
Purchase of businesses (118) (5,540)
Acquisition deposit (5,336) 0
Other (127) ( 65)
------ ------
Net cash used in investing activities (6,736) (6,509)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds under line-of-credit 31,271 16,862
Payments under line-of-credit (24,258) (7,772)
Proceeds from stock options 1,090 384
------ ------
Net cash provided by financing activities 8,103 9,474
------ ------
Effect of exchanges rates on
cash and equivalents 14 8
------ ------
Net increase (decrease)
in cash and equivalents 332 (1,221)
Cash and equivalents, beginning of period 1,778 1,996
------ ------
Cash and equivalents, end of period $ 2,110 $ 775
====== ======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash paid during the year for
Income taxes, net of refunds $ 111 $ 1,239
====== ======
Interest $ 119 $ 9
====== ======
See notes to consolidated financial statements (unaudited).
<PAGE>
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 accompanying unaudited 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, 1996.
B. ACCOUNTS RECEIVABLE
-------------------
Total accounts receivable are net of allowance for doubtful accounts of
$1,952,000 and $2,245,000 at September 30, 1996 and June 30, 1996,
respectively. Accounts Receivable are classified as follows:
(Dollars in thousands)
BILLED AND BILLABLE RECEIVABLES: September 30, 1996 June 30, 1996
------------------ -------------
Billed receivables $50,669 $53,836
Billable receivables at end of period 6,897 5,494
------ ------
TOTAL BILLED AND BILLABLE RECEIVABLES 57,566 59,330
------ ------
UNBILLED RECEIVABLES:
Unbilled pending receipt of contractual
documents authorizing billing 9,105 7,598
Unbilled Retainages and fee withholds
expected to be billed within the
next 12 months 139 172
9,244 7,770
Unbilled retainages and fee withholds
expected to be billed beyond the
next 12 months 6,877 7,289
------ ------
TOTAL UNBILLED RECEIVABLES 16,121 15,059
------ ------
TOTAL ACCOUNTS RECEIVABLE $73,687 $74,389
====== ======
C. ACQUISITION DEPOSIT
--------------------
As consideration for the October 1, 1996, acquisition of the business and
most of the assets of Sunset Resources, Inc. ("SRI"), on September 30, 1996,
the Company made a $5.3 million payment to SRI (also see note F below).
D. NOTE PAYABLE - CLASSIFICATION
-----------------------------
At the end of fiscal year 1996, the Company had a $25 million revolving
credit agreement scheduled to expire on March 31, 1997. On July 26, 1996,
the Company entered into a new three-year $50 million revolving credit
agreement. Because the new credit facility extends the term of the agreement
from a one year to a three year credit facility effective in fiscal 1997, the
Company has classified its September 30, 1996, line of credit balance as a
long term debt while the June 30, 1996, line of credit balance remains
classified as a short term debt.
E. EVENT SUBSEQUENT TO SEPTEMBER 30, 1996
--------------------------------------
Effective October 1, 1996, the Company purchased the business and most of the
assets of SRI for $5.3 million in cash. SRI provides engineering and
information technology support services to the U.S. Air Force, and is a
specialist in electronic data interchange. SRI's annual revenues at the time
of acquisition were approximately $12 million. It is currently estimated
that approximately $4.6 million of the purchase price will be allocated to
goodwill. The derived goodwill will be amortized over 15 years.
Given that the acquisition occurred on October 1, 1996, it had no impact on
the Company's results for the first quarter of FY 1997. The acquisition was
financed with bank borrowings under the existing line of credit.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
---------------------------------------------------------------
The following discussion and analysis is provided to enhance the
understanding of, and should be read in conjunction with the Company's latest
Annual Report to the Securities and Exchange Commission on form 10-K for the
year ended June 30, 1996.
Revenues
- --------
The table below sets forth the customer mix in revenues with related
percentages of total revenues for the first quarters ended on September 30,
1996 (FY 1997) and September 30, 1995 (FY 1996) respectively:
(Dollars in thousands, except as percents)
1st Qtr. 1997 1st Qtr. 1996
--------------- ---------------
Department of Defense $32,814 52.3% $29,410 51.0%
Federal Civilian Agencies 16,063 25.6% 14,897 25.9%
Commercial 11,779 18.8% 10,461 18.2%
State & Local Governments 2,078 3.3% 2,842 4.9%
------ ----- ------ -----
Total $62,734 100.0% $57,610 100.0%
====== ===== ====== =====
<PAGE>
Revenues for the three months ended September 30, 1996 increased by $5.1
million, or 8.9%, from the three months ended September 30, 1995. The
increase was primarily the result of the two acquisitions the Company made
last year.
On September 1, 1995, the Company acquired Automated Sciences Group, Inc.
("ASG") which contributed approximately $2.8 million to the 1997 first
quarter revenues versus last year's $1.2 million for the same quarter. On
January 1, 1996, IMS Technologies, Inc. ("IMS") was acquired and
contributed approximately $4.2 million of revenues in this quarter.
Revenues from the Department of Defense ("DoD") increased by 11.6% to $32.8
million, the result of the full quarter effect of the ASG acquisition,
discussed above, which accounted for approximately $1.7 million (50%) of
the increase with the remainder derived from internal growth.
Federal Civilian Agencies revenues are primarily derived from Department of
Justice ("DoJ") litigation support efforts. These services are dependent
on the level of DoJ litigation that the Company is supporting at any period
of time and have fluctuated from quarter to quarter. Revenues from DoJ
were $11.6 million for the quarter ending September 30, 1996 versus $12.9
million for the same period last year. The Company recently received new
orders from DoJ which are expected to result in increasing revenues from
this source during the remainder of this fiscal year. Revenues from Federal
Civilian agencies were enhanced by $3.6 million derived from the IMS
acquisition discussed above.
Commercial revenues increased 12.6% to $11.8 million, primarily as a
result of higher commercial litigation support and systems sales coupled
with increases in revenue from the sale of simulation software products,
and marketing systems and services in the U.K. The nature of the Company's
proprietary software products business, primarily its simulation products
line and its market analysis products, is inherently less predictable than
the Company's longer-term contract project work with the Federal Government
and may fluctuate significantly from quarter to quarter.
The State and Local Government revenue decline of $0.8 million was largely
due to the completion of a major state motor vehicle department contract
last year.
<PAGE>
Results of Operations
- ---------------------
The following table sets forth the relative percentage that certain items
of expense and earnings bear to revenues for the first quarter ended
September 30, 1996 and September 30, 1995, respectively.
Dollars in thousands: Dollar amount Percentage of revenue
1996 1995 1996 1995
------------------------------------------
Revenues $62,734 $57,610 100.0% 100.0%
Costs and expenses
Direct costs 32,788 31,469 52.3% 54.6%
Indirect costs 23,816 21,237 38.0% 36.9%
Depreciation & Amortization 1,412 1,242 2.2% 2.1%
------ ------ ------ -----
Total operating expenses 58,016 53,948 92.5% 93.6%
------ ------ ------ -----
Income from operations 4,718 3,662 7.5% 6.4%
Interest expense 184 41 0.3% 0.1%
------ ------ ------ -----
Earnings before income taxes 4,534 3,621 7.2% 6.3%
Income taxes 1,836 1,397 2.9% 2.4%
------ ------ ------ -----
Net Income $ 2,698 $ 2,224 4.3% 3.9%
====== ====== ===== =====
Operating income increased to $4.7 million from $3.7 million, or 28.8%,
primarily due to the increased level of revenues, a $0.5 million favorable
impact of a settlement of prior year indirect cost rates which had been the
subject of a routine government audit, and a shift in contract mix from
lower to a higher margin business. Operating income as a percentage of
total company revenues increased to 7.5% of revenue from last year's 6.4%
of revenue.
Direct costs increased by $1.3 million, or 4.2%, largely due to the growth
in the Company's business. Direct costs include direct labor and other
direct costs (i.e. non-labor direct cost) which are generally passed to the
customer without significant mark-up. Direct labor, the principal driver
of profit bearing revenue, increased by 10.6% in the first quarter of
fiscal 1997 versus the same period last year. Other direct costs decreased
by approximately $0.8 million or 7.2%.
Indirect costs include fringe benefits, indirect labor, marketing and bid &
proposal costs, and other discretionary costs. Fringe benefits,
representing the largest category of indirect expenses, increased
proportionally to the total labor costs. Total indirect costs increased by
$2.6 million, or 12.1%, primarily as a result of the increase in indirect
labor coupled with increased expenditures in the marketing and bid &
proposal cost areas.
Depreciation and amortization expense increased by $0.2 million, or 13.7%,
to $1.4 million primarily as a result of the additional amortization
goodwill associated with the ASG and IMS acquisitions discussed above.
Interest expense of $184,000 reflects a $143,000 increase over the same
quarter last year and is largely the result of the $9.1 million increase in
average borrowings from $1.1 million to $11.0 million. The increased
borrowings were incurred to support the acquisitions discussed above.
The effective income tax rate for the first quarter was 40.5% versus 39.0%
for the same period last year. The increase in the effective tax rate is
primarily the result of the increase in non-deductible goodwill
amortization associated with the IMS and ASG acquisitions discussed above.
Liquidity and Capital Resources
- -------------------------------
The Company generally produces significant positive cash flow from
operating activities over the course of its full fiscal year. However,
operations have been a net user of cash in the first fiscal quarter in each
of the past two years. Cash used in operations in the most recent quarter
was $1.0 million, compared to $4.2 million in the same quarter last year.
The fiscal 1997 first quarter negative cash flow was primarily the result
of the timing of payments of certain year end current liabilities which are
paid on an annual basis. The negative operating cash flow in the first
quarter of last year was principally due to a slow down in collections from
the Government's fiscal year end of September 30. Operating cash flow is
expected to turn positive for the remainder of the year.
Investing activities used cash of approximately $6.7 million during the
three months ended September 30, 1996. This was primarily as a result of
the $5.3 Sunset Resources Inc. ("SRI") million acquisition payment (see
Note C). In addition, the Company invested cash of approximately $1.1
million in the purchase of office and computer-related equipment for use in
the performance of contracts and for increased efficiency in the Company's
administration.
During the three months ended September 30, 1996, the Company's financing
activities provided cash of approximately $8.1 million, primarily from a
$6.7 million increase in borrowings under the Company's revolving line of
credit and from $1.1 million in proceeds derived from exercises of stock
options.
On October 1, 1996 the Company completed its acquisition of the business
and most of the assets of SRI. As discussed in Note C, on September 30,
1996, the Company made a $5.3 million payment to SRI in consideration for
the asset purchase which became effective October 1, 1996. The acquisition
was financed with bank borrowings under the existing line of credit. SRI's
annual revenues at the time of acquisition were approximately $12 million.
Revenues of SRI will be included in the Company's consolidated operating
results beginning October 1, 1996 and are expected to contribute to net
earnings immediately.
The Company maintains a $50 million unsecured revolving credit facility in
the U.S., and a 500,000 pound sterling unsecured line with the National
Westminster Bank in London, England. These credit facilities expire on
July 1999 and December 1996, respectively. At September 30, 1996, the
Company had approximately $33 million available for borrowing under its
revolving lines of credit. 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.
PART 2. OTHER INFORMATION ITEM 1, LEGAL PROCEEDINGS
- ---------------------------------------------------
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, 1996, 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.
As previously reported, by Order of August 2, 1996, Judge Mukasey of the
Southern District of New York dismissed with prejudice all counts of both
cases running against the CACI defendants. Since the filing of the
Registrant's report indicated above, the status of the cases is unchanged.
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, 1996 for the most
recently filed information concerning the lawsuit filed by CACI 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).
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 (tm) 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. By Per Curium Opinion dated November 16, 1995 the
Fourth Circuit Court of Appeals affirmed the decision of the Eastern
District in all respects.
By Order dated February 1, 1996, Chief Judge Cacheris of the Eastern
District found Pentagen Vice President Mitchell R. Leiser to be in Civil
Contempt of Court. Mr. Leiser has been ordered to pay $12,250.50 in
damages caused by the contempt. As previously reported, the finding of
contempt and the damage order were appealed to the Fourth Circuit Court of
Appeals.
Since the filing of the Registrant's report indicated above, the
information therein has changed as follows:
By Per Curiam Opinion dated October 18, 1996, the Fourth Circuit Court of
Appeals affirmed a July, 1995 decision of the District Court granting
sanctions against Pentagen for its failure to appear for a properly noticed
deposition. In addition, briefing has begun in the appeal of the Leiser
contempt finding and damage order.
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, 1996 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.
By Opinion and Order dated November 21, 1995 (and amended on January 4,
1996 to correct certain scrivener errors), Judge Carter of the United
States District Court for the Southern District of New York granted
defendants' motions to dismiss all counts of the case on the grounds that
Pentagen failed to meet the subject matter jurisdiction requirements of the
False Claims Act. The court also denied defendants' requests for sanctions
against Pentagen.
On December 7, 1995 in an effort to avoid final dismissal of its case,
Pentagen filed a motion to reconsider the decision, grant relief from the
final judgment dismissing the case, amend its complaint for the second
time, and to add a party to the lawsuit. By Order of June 3, 1996, Judge
Carter denied all of Pentagen's motions. On July 2, 1996, Pentagen
appealed the dismissal of the case and the denial of its motions to the
Second Circuit Court of Appeals.
Since the filing of the Registrant's report indicated above, the
information reported therein has changed as follows: the Second Circuit
Court of Appeals has set a briefing schedule which contemplates completion
of all briefing in December, 1996.
Ceridian Corporation v. CACI Systems Integration Inc
- ----------------------------------------------------
Reference is made to Part I, Item 3, Legal Proceedings, in the Registrant's
Form 10-K for the period ending June 30, 1996, for the most recently filed
information concerning the suit filed on October 6, 1995 by Ceridian
Corporation ("Ceridian") in the District Court for Hennepin County,
Minnesota, against Registrant's wholly-owned subsidiary, CACI Systems
Integration Inc. ("CACI"), alleging breach of contract, breach of warranty,
and repudiation by CACI in connection with a contract for the development
of a manufacturing system. On January 26, 1996, CACI filed its Answer and
Counterclaims, denying Ceridian's allegations and seeking damages from
Ceridian for breach of contract, intentional and negligent
misrepresentation, and tortious interference with contract.
Since the filing of the Registrant's report indicated above, the parties
have been engaged in discovery.
CACI, INC. - FEDERAL v. Arizona Department of Transportation
- ------------------------------------------------------------
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, 1996 for the most
recently filed information concerning the lawsuit filed on June 25, 1996,
by CACI, INC.-FEDERAL ("CACI"), the Registrant's wholly-owned subsidiary,
in Superior Court for Maricopa County, Arizona, against the Arizona
Department of Transportation ("ADOT"). This suit was filed in the wake of
termination of CACI's contract to provide certain software and systems
development and seeks the following: (i) a declaratory judgment that the
disputes procedure mandated by the Arizona Procurement Code is
unconstitutional; (ii) a declaratory judgment that ADOT cannot assert
claims against CACI under the mandated disputes procedure; (iii) a
declaratory judgment that ADOT is not entitled to recover consequential
damages in connection with the dispute; (iv) $2,938,990 plus interest in
breach of contract damages; (v) the return of CACI property seized by ADOT
in connection with the termination of the contract; and (vi) lawyer's fees.
On July 17, 1996, ADOT filed a Motion to Dismiss the case on the grounds
that the Court lacks jurisdiction of the matter because of CACI's failure
to exhaust its administrative remedies. Because that Motion asserted facts
in support of ADOT's position, the Motion is being treated as a Motion for
Partial Summary Judgement and the parties are engaged in limited discovery
concerning the Motion. The parties anticipate that the Motion will be
heard in December, 1996.
ITEM 5. OTHER INFORMATION - FORWARD LOOKING STATEMENTS
- ------------------------------------------------------
This filing may contain "forward-looking" statements, as that term is
defined in the Private Securities Litigation Reform Act of 1995. Such
statements include, but are not limited to, statements concerning
expectations of the Company's future performance in terms of revenue and
earnings. The Company cautions investors that there can be no assurance
that actual results will not differ materially from those projected or
suggested in such forward-looking statements. Factors which could cause a
material difference in results include, but are not limited to, the
following: regional and national economic conditions; changes in interest
rates; changes in government spending policies and/or decisions concerning
specific programs; individual business decisions of customers and clients;
developments in technology; competitive factors and pricing pressures; acts
of God; and changes in government laws or regulations.
<PAGE>
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: By: /s/
------------------- -----------------------------------
Dr. J.P. London
Chairman of the Board,
President, and Director
(Principal Executive Officer)
Date: By: /s/
------------------- -----------------------------------
James P. Allen
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
(Dollars in thousands)
Three Months Ended September 30,
1996 1995
--------------------------------
Net income $ 2,698 $ 2,224
====== ======
Average shares outstanding
during the period 10,298 10,086
Dilutive effect of stock
options after application
of treasury stock method 593 607
------ ------
Average number of shares
outstanding during the period 10,891 10,693
====== ======
Earnings per common and
common equivalent share $ .25 $ .21
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from form
10-Q for FY 1996 Quarter ended September 30, 1996, and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,110,000
<SECURITIES> 0
<RECEIVABLES> 68,672,000
<ALLOWANCES> (1,952,000)
<INVENTORY> 0
<CURRENT-ASSETS> 74,633,000
<PP&E> 26,854,000
<DEPRECIATION> (17,743,000)
<TOTAL-ASSETS> 108,887,000
<CURRENT-LIABILITIES> 30,479,000
<BONDS> 17,000,000<F1>
0
0
<COMMON> 1,388,000
<OTHER-SE> 57,711,000
<TOTAL-LIABILITY-AND-EQUITY> 108,887,000
<SALES> 0
<TOTAL-REVENUES> 62,734,000
<CGS> 0
<TOTAL-COSTS> 32,788,000
<OTHER-EXPENSES> 25,190,000
<LOSS-PROVISION> 38,000
<INTEREST-EXPENSE> 184,000
<INCOME-PRETAX> 4,534,000
<INCOME-TAX> 1,836,000
<INCOME-CONTINUING> 2,698,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,698,000
<EPS-PRIMARY> 0.25
<EPS-DILUTED> 0.25
<FN>
<F1>This is the Company's long-term line of credit previously included as a current
liability.
</FN>
</TABLE>
