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, 1998
Commission File Number 0-8401
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CACI International Inc
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(Exact name of registrant as
specified in its charter)
Delaware
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(State or other jurisdiction of
incorporation or organization)
54-1345888
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(I.R.S. Employer Identification No.)
1100 North Glebe Road, Arlington, VA 22201
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(Address of principal executive offices)
(703) 841-7800
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(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
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(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, 1998: CACI International Inc Common
Stock, $0.10 par value, 10,863,000 shares.
<PAGE>
CACI INTERNATIONAL INC AND SUBSIDIARIES
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Statements of Operations for the Three
Months Ended September 30, 1998 and 1997
Consolidated Balance Sheets as of September 30, 1998 (Unaudited)
and June 30, 1998
Unaudited Consolidated Statements of Cash Flows for the Three
Months Ended September 30, 1998 and 1997
Unaudited Consolidated Statements of Comprehensive Income for
Three Months Ended September 30, 1998 and 1997
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
INDEX TO EXHIBITS
<PAGE>
PART 1
FINANCIAL INFORMATION
---------------------
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------
CACI INTERNATIONAL INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(dollars in thousands, except per share data)
Three Months Ended September 30,
1998 1997
--------------------------------
Revenues $92,351 $70,669
Costs and expenses
Direct costs 51,643 38,037
Indirect costs and selling expenses 32,856 26,439
Depreciation and amortization 1,743 1,715
Goodwill amortization 628 310
------ ------
Total operating expenses 86,870 66,501
------ ------
Income from operations 5,481 4,168
Interest expense 496 245
------ ------
Income before income taxes 4,985 3,923
Income taxes 1,846 1,491
------ ------
Net income $ 3,139 $ 2,432
====== ======
Basic earnings per share $ 0.29 $ 0.23
====== ======
Diluted earnings per share $ 0.28 $ 0.22
====== ======
Average shares outstanding 10,858 10,705
====== ======
Average shares and equivalent
shares outstanding 11,202 11,075
====== ======
See notes to condensed consolidated financial statements (unaudited).
<PAGE>
CACI INTERNATIONAL INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
September 30, 1998 June 30, 1998
(Unaudited)
------------------ -------------
ASSETS
Current assets
Cash and equivalents $ 2,203 $ 2,081
Accounts receivable
Billed 82,892 83,995
Unbilled 11,388 9,350
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Total accounts receivable 94,280 93,345
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Prepaid expenses and other 4,314 4,362
Deferred contract costs 1,811 2,383
Deferred income taxes 213 209
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Total current assets 102,821 102,380
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Property and equipment, net 11,269 11,351
Accounts receivable, long term 5,679 6,075
Goodwill 39,290 37,474
Other assets 4,966 4,884
Deferred contract costs, long-term 550 480
Deferred income taxes 479 416
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Total assets $165,054 $163,060
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable & accrued expenses $ 22,657 $ 24,257
Accrued compensation and benefits 15,120 17,010
Income taxes payable 2,691 4,390
Deferred income taxes 2,005 1,845
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Total current liabilities 42,473 47,502
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Note payable, long-term 33,086 29,800
Deferred rent expenses 1,204 1,289
Deferred income taxes 144 142
Shareholders' equity
Common stock -
$.10 par value, 40,000,000 shares
authorized, 14,389,000 &
14,371,000 shares issued 1,439 1,437
Capital in excess of par 12,594 12,344
Retained earnings 87,555 84,415
Cumulative currency
translation adjustments 221 (207)
Treasury stock, at cost
(3,526,000 shares) (13,662) (13,662)
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Total shareholders' equity 88,147 84,327
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Total liabilities & shareholders' equity $165,054 $163,060
======= =======
See notes to condensed consolidated financial statements (unaudited).
<PAGE>
CACI INTERNATIONAL INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars in thousands)
Three Months Ended September 30,
1998 1997
--------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,139 $ 2,432
Reconciliation of net income to
net cash provided by (used in)
operating activities
Depreciation and amortization 2,371 2,025
Provision for deferred income taxes 96 (187)
Loss (gain) on sale of
property and equipment 27 (31)
Changes in operating assets
& liabilities
Accounts receivable (60) (645)
Prepaid expenses & other assets (54) (483)
Deferred contract costs 503 -
Accounts payable & accrued expenses (1,444) (4,131)
Accrued compensation & benefits (2,077) (35)
Deferred rent expense (175) (204)
Income taxes (receivable) payable (1,665) 4,112
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Net cash provided by
operating activities 661 3,819
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CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of property & equipment (1,299) (988)
Purchase of business (2,600) -
Proceeds from sale of property
& equipment - 402
Capitalized software cost (234) (279)
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Net cash used in investing activities (4,133) (865)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds under line-of-credit 36,879 28,300
Payments under line-of-credit (33,593) (30,100)
Proceeds from stock options 253 388
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Net cash provided by (used in)
financing activities 3,539 (1,412)
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Effect of changes in currency rates
on cash & equivalents 55 (73)
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Net increase in cash & equivalents 122 1,469
Cash and equivalents,
beginning of period 2,081 2,015
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Cash and equivalents, end of period $ 2,203 $ 3,484
======= ======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash (received) paid during the
period for income taxes, net $ 3,406 $(2,832)
======= ======
Interest paid during the period $ 480 $ 175
======= ======
See notes to condensed consolidated financial statements (unaudited).
<PAGE>
CACI INTERNATIONAL INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(dollars in thousands)
Three Months Ended September 30,
1998 1997
--------------------------------
Net income $3,139 $2,432
Currency translation adjustment 428 (571)
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Comprehensive income $3,567 $1,861
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<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, 1998.
Certain reclassifications have been made to the prior period's financial
statements to conform to the current presentation.
In March 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share," which simplifies the standards for computing earnings per share
previously found in Accounting Principles Board Opinion No.15 and makes them
comparable to international earnings per share standards. The Statement is
effective for financial statements issued for periods ending after December
15, 1997. As a result, the Company's reported earnings per share for the
three months ended September 30, 1997 have been restated.
B. Accounts Receivable
-------------------
Total accounts receivable are net of allowance for doubtful accounts of
$3,497,000 and $3,637,000 at September 30, 1998, and June 30, 1998,
respectively. Accounts receivable are classified as follows:
(dollars in thousands) September 30, 1998 June 30, 1998
- -------------------------------------------------------------------------
Billed receivables
Billed receivables $73,390 $76,458
Billable receivables at
end of period 9,502 7,537
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Total billed receivables 82,892 83,995
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Unbilled receivables
Unbilled pending receipt
of contractual documents
authorizing billing 11,227 9,195
Unbilled retainages & fee
withholds expected to be
billed within the next
12 months 161 155
------ ------
11,388 9,350
Unbilled retainages and fee
withholds expected to be
billed beyond the next 12 months 5,679 6,075
Total unbilled receivables 17,067 15,425
------ ------
Total accounts receivable $99,959 $99,420
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C. Acquisitions
------------
On July 30, 1998, the Company executed a definitive purchase agreement to
acquire 100% of the outstanding common shares of QuesTech, Inc. ("QuesTech")
for $18.375 per share in cash, which was subsequently reduced to $18.13 per
share. QuesTech is an information technology company that specializes in the
development and application of information technology for government and
industry. QuesTech provides a broad spectrum of scientific, engineering, and
management services in electronic, software engineering, systems engineering,
and many other advanced information technology fields. For the year ended
December 31, 1997, QuesTech reported revenues of $78.5 million. The total
cash outlay for the acquisition, including the assumption of debt, is
expected to be approximately $42 million. The transaction is expected to be
completed in November 1998 and will be recorded using the purchase method of
accounting.
On August 13, 1998, the Company purchased the assets of Information Decision
System ("IDS") for $2.6 million in cash and, therefore, the transaction has
been recorded using purchase accounting standards. IDS provides internet
access to demographic site information and is expected to enhance the current
U.S. market share of the Company's Marketing Systems Group in the industry.
Approximately $2.4 million has been preliminarily allocated to goodwill, based
upon the excess purchase price over the estimated fair value of net assets
acquired, and will be amortized over 15 years. Since its acquisition, the
operations of IDS have contributed approximately $0.2 million in revenue
through September 30, 1998. The acquisition was financed with available bank
borrowings.
D. Commitments and Contingencies
-----------------------------
The Company is involved in various lawsuits, claims, and administrative
proceedings arising in the normal course of business. Management is of the
opinion that any liability or loss associated with such matters will not have
a material adverse effect on the Company's operations and liquidity.
E. Recent Accounting Pronouncements
--------------------------------
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income," and SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information." As specified by these Statements, the
Company will apply these Statements beginning in fiscal 1999 and reclassify
its annual financial statements for earlier periods for comparative purposes.
SFAS No. 130 requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company has adopted SFAS No. 130 during the first
quarter of fiscal 1999 and has reported the effects of foreign currency
translation gains or losses as a component of comprehensive income in a
separate financial statement.
SFAS No. 131 establishes standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information
about operating segments in interim financial reports issued to shareholders.
It also establishes standards for related disclosures about products and
services, geographics areas, and major customers. This Statement supersedes
SFAS No. 14, "Financial Reporting for Segments of a Business Enterprise," but
retains the requirement to report information about major customers. It
amends SFAS No. 94, "Consolidation of All Majority-Owned Subsidiaries," to
remove the special disclosures requirements for previously unconsolidated
subsidiaries. At this point, the Company has not fully determined the impact
of the adoption of SFAS No. 131.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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Results of Operations for the Three Months Ended September 30, 1998 & 1997
- --------------------------------------------------------------------------
REVENUES. The table below sets forth the customer mix in revenues with
related percentages of total revenues for the three months ended on September
30, 1998 (FY99) and September 30, 1997 (FY98), respectively:
(dollars in thousands) First Quarter
FY99 FY98
---------------- ----------------
Department of Defense $41,743 45.2% $36,347 51.4%
Federal Civilian Agencies 29,233 31.7% 18,347 26.0%
Commercial 17,308 18.7% 14,263 20.2%
State & Local Governments 4,067 4.4% 1,712 2.4%
---------------- ----------------
Total $92,351 100.0% $70,669 100.0%
================ ================
The Company's total revenues for the three months ended September 30, 1998
increased by 31% or $21.7 million over the same period last year.
Approximately $11.1 million, or 51%, of the total increase was achieved
through internal or organizational growth in all market segments. The
remaining $10.6 million was generated from acquisitions.
Department of Defense ("DoD") revenues increased $5.4 million, or 15%, in the
first quarter of FY99 as compared to the same period a year ago. This was
primarily the result of the acquisition of the business and net assets of
Government Systems Inc. ("GSI") on November 1, 1997 which contributed
incremental revenues of $3.9 million for the quarter.
Revenues from Federal Civilian agencies increased 59% from $18.3 million for
the first quarter of FY98 to $29.2 million in FY99. Approximately 57% of
Federal Civilian agency revenues are derived from Department of Justice
("DoJ") litigation support efforts. The litigation support services provided
to DoJ have grown substantially over many years. However, these services are
dependent on the level of DoJ litigation that the Company is supporting and
may have significant period-to-period fluctuations. Revenues for DoJ were
$16.8 million and $15.0 million for the three months ended September 30, 1998
and 1997, respectively. The increase was attributable to efforts on a recent
contract award to design and implement an automated debt collection system.
Significant growth in contracts with civilian agencies other than DoJ was led
by expanding efforts in communications services and equipment provided to the
Federal Aviation Administration. This contract generated $3.7 million of the
$4.2 million of incremental revenues, provided by the acquisition of GSI, for
the first quarter of FY99. The remaining increase of approximately $5.6
million was mainly generated from growth in services, primarily Year 2000
software renovation services, provided under a multiple-task order contract.
Commercial revenues are derived primarily from the Company's Marketing Systems
Group ("MSG") in the United Kingdom, and to a lesser degree from the
Simulation Systems Group and commercial litigation support. For the first
quarter of FY99 as compared to the same period a year ago, commercial revenues
increased $3.0 million, or 21%, as a result of increased demand for European
systems integration services provided by MSG.
Revenues generated from state & local governments increased $2.4 million for
the first quarter of FY99 versus FY98, due to significant growth in Year 2000
services.
The following table sets forth the relative percentage that certain items of
expense and earnings bear to revenues for the three months ending September
30, 1998 and September 30, 1997, respectively.
(Dollars in thousands, except as percents)
Dollar Amount Percentage of Revenues
FY99 FY98 FY99 FY98
------------------ ----------------------
Revenues $92,351 $70,669 100.0% 100.0%
Costs and expenses:
Direct costs 51,643 38,037 55.9 53.8
Indirect costs 32,856 26,439 35.6 37.4
Depreciation & amortization 1,743 1,715 1.9 2.4
Goodwill amortization 628 310 0.7 0.5
------ ------ ----- -----
Total operating expenses 86,870 66,501 94.1 94.1
Income from operations 5,481 4,168 5.9 5.9
Interest expense 496 245 0.5 0.4
------ ------ ----- -----
Earnings before income taxes 4,985 3,923 5.4 5.5
Income taxes 1,846 1,491 2.0 2.1
------ ------ ----- -----
Net income $ 3,139 $ 2,432 3.4% 3.4%
====== ====== ===== =====
INCOME FROM OPERATIONS. Operating income increased 32% to $5.5 million for
the first quarter of FY99 from $4.2 million in FY98, which is consistent with
the 31% growth in revenues for the same period.
As a percentage of revenues, total direct costs were 55.9% and 53.8% for the
quarters ended September 30, 1998 and 1997, respectively. Direct costs
include direct labor and other direct costs such as equipment purchases,
subcontract costs and travel expenses, which are generally passed through to
the customer. The largest component of direct costs, direct labor, was $27.2
million and $23.8 million for the first quarter of FY99 and FY98,
respectively. Other direct costs were $24.4 million and $14.2 million for the
quarters ended September 30, 1998 and 1997, respectively, and have grown at a
more rapid pace as the Company has a higher number of contracts with an
increased level of other direct costs. The most notable increases have come
from a new contract with DoJ, as well as from contracts obtained through the
acquisitions of GSI and Sunset Resources, Inc.
Indirect costs and selling expenses include fringe benefits, marketing and bid
proposal costs, indirect labor, and other discretionary costs, most of which
are highly variable. As a percentage of revenues, indirect costs have
decreased due to the impact of higher other direct cost pass-throughs on
revenues for the first quarter of FY99.
Depreciation and amortization expense remained level at $1.7 million for both
of the quarters ended September 30, 1998 and 1997 which is consistent with an
average balance of depreciable assets of $11.3 million and $11.2 million for
the same periods, respectively.
Goodwill amortization expense has increased to $0.6 million for the first
quarter of FY99 from $0.3 million a year ago due to the acquisitions of GSI
and IDS.
INTEREST EXPENSE. Interest expense of $0.5 million for the first quarter of
FY99 reflects a $0.25 million increase over the same quarter last year due to
the increase in average borrowings from $12.5 million to $30.6 million for the
respective quarters in FY98 and FY99 resulting from the acquisitions of GSI
and IDS.
INCOME TAXES. The effective income tax rate for the quarter ended September
30, 1998 was 37% versus 38% for the same period a year ago. The slight
decrease is primarily the result of a lower effective state tax rate.
Liquidity and Capital Resources
- -------------------------------
Historically, the Company's positive cash flow from operations and available
credit facilities provided adequate liquidity and working capital to fully
fund the Company's operational needs and support the acquisition activities.
Working capital was $60.3 million and $54.9 million as of September 30, 1998
and June 30, 1998, respectively. The increase in working capital in the first
three months of FY99 is related both to internal growth and to the GSI
acquisition. Operating activities provided cash of $0.7 million and $3.8
million for the three months ended September 30, 1998 and 1997, respectively.
The decrease in cash provided by operating activities since the prior year is
primarily due to the receipt of $3.1 million income tax refunds in the first
quarter of FY98.
The Company used $4.1 million in investing activities for the three months
ended September 30, 1998 versus $0.9 million for the same period a year ago.
This was due primarily to the IDS acquisition for $2.6 million. The Company
financed its investing activities from operating cash flows and from a net
increase in borrowings of $3.5 million under its line of credit.
In anticipation of continuing its strategy of acquisitions and in order to
secure lower interest rates, on June 19, 1998 the Company executed a new
five-year unsecured revolving line of credit. The agreement permits
borrowings of up to $125 million with annual sublimits on amounts borrowed for
acquisitions. The Company also maintains a 500,000 pound sterling unsecured
line of credit in London, England, which expires in November 1999. At
September 30, 1998, the Company had approximately $92.8 million available for
borrowings under its lines of credit.
On July 30, 1998, the Company executed a definitive purchase agreement to
acquire 100% of the outstanding common shares of QuesTech for cash. The
total cash outlay for the acquisition, estimated at $42 million, will be
financed with bank borrowings and is expected to be completed in November
1998.
The Company believes that the combination of internally generated funds,
available bank borrowings and cash on hand will provide the required liquidity
and capital resources for the foreseeable future.
Year 2000
- ---------
The following discussion addresses the Company's response to the year 2000
issue, caused by the fact that many computer systems have not been designed to
process dates for the year 2000 and beyond.
The Company has undertaken a multi-faceted compliance program to address its
readiness to handle the date issue in connection with both IT and non-IT
systems (such as those using embedded chip technology) in the following areas:
CACI-developed software products and systems, infrastructure hardware and
software applications, business applications, office equipment, leasehold
facilities, and critical business partners. The Company believes that
continued awareness and communication are critical to the successful execution
of this program. We are currently addressing each one of these elements listed
above.
Through the use of questionnaires, compliance testing, and continued
discussions, we have presently determined the readiness of a substantial
portion of the CACI software products currently offered. We continue to work
to a plan which is aimed toward achieving compliance by March 1999. As most
of the products offered by CACI do not focus on or utilize transactional data,
it is our present belief that our efforts will be successful in developing a
complete suite of compliant products. Regarding the custom systems previously
developed by CACI for its customers, the Company is working to evaluate the
contractual commitments that would obligate CACI to remediate non-compliant
systems, as well as CACI's potential legal exposure concerning systems for
which CACI has no continuing express warranty or maintenance obligations.
Based on the present state of our knowledge and of the law as it applies to
this aspect of the year 2000 issue, we are unable at this time to determine
the full extent of exposure or to estimate the probable cost and timing of any
required remediation.
Over the past few years, the Company has made a concerted effort to update its
computer desktops and laptops and its internal communications network
equipment and software. With current technology in place, the Company
believes that most of these systems are already compliant. The Company has
taken the additional step of requesting that its 160 suppliers of such systems
and components provide information as to year 2000 compliance of their
products. To date, approximately 60% have been found to be compliant or
require only minor changes. The Company is proceeding in accordance with a
plan that is scheduled to achieve material compliance of these systems by June
1999.
At this point, the Company has identified the following systems as our key
business applications: finance & project management, payroll, human resources,
and contracts. Our human resources information and contracts database systems
are largely compliant with only minor issues remaining. We are currently in
the process of upgrading our payroll system to a fully compliant
MS-Windows(R)-based version supplied by an outside vendor, and we expect this
upgrade to resolve this issue.
In January 1998, we began our implementation of new finance and project
management systems, which are supplied by Deltek, a leading supplier of such
systems to the government contracting industry. These systems are represented
as being compliant and our plan is to have them implemented by June 1999.
We have and will continue to determine and assess our critical business
partners as a part of our compliance program. Presently, such significant
business partners include, but are not limited to, our suppliers, the utility
companies, our bank lending group, an outside vendor used to process payroll,
insurance and benefit providers, and property management firms. CACI's
operations are dependent to varying degrees on the readiness of these and
other partners. CACI has issued questionnaires to most of the currently
identified business partners. To date, the number of responses received is
insufficient for us to evaluate the readiness of such parties. The Company is
continuing to aggressively pursue responses in order to complete our
evaluations and develop any appropriate contingency plans, as necessary.
The Company is heavily dependent upon the effectiveness of its customers'
systems, principally in the U.S. Government, for the administration of
contracts and payment of the Company's invoices. The Company has made formal
inquiries and continues to pursue responses concerning the efforts of its
larger U.S. Government customers to determine the status and encourage
correction of any problems in their systems. The primary concern is that
there will be delays in contract payments to the Company, which would require
a temporary increase in working capital. The Company has substantial
borrowing capacity available under its current line of credit, which extends
to June 2003, but will further evaluate the potential cash flow impact of the
problem and determine if additional steps are necessary to insure that
adequate contingency financing is available.
The financial impact of preparing the Company to be compliant is not fully
determinable at this time. Presently, the most significant costs are related
to our implementation of our new business systems in finance and project
management, which are discussed above. Costs for this project, including
software, hardware, consulting fees and labor are estimated at $2 million, of
which approximately 50% has been spent to date. These costs are being
capitalized and will be depreciated when the system is operational. In
addition, we anticipate incurring approximately $200 thousand in incremental,
internal labor costs that relate specifically to management of the year 2000
compliance program. The Company has devoted one full-time individual, an
oversight committee of 15 individuals and approximately 40 LAN administrators
at various offsite locations to communicate and implement all aspects of the
year 2000 compliance program. The Company has found that many of the upgrades
or patches necessary to fix the software are being provided at no cost by
major vendors. In addition, a majority of the CACI software product upgrades
are currently planned using existing technical staff without a significant
effect on other new product development.
In summary, the Company has established a year 2000 compliance program plan
which is progressing as described above. We have not yet proceeded far enough
through performance of that plan to make a more complete assessment of the
Company's state of readiness, costs to address year 2000 issues, or risks to
the Company. Moreover, because the Company's year 2000 compliance program
plan appears, on the basis of our present knowledge, to adequately address the
matter, we have not yet developed specific contingency plans. Investors
should be aware of the fact that the process of addressing the year 2000 issue
is necessarily incremental. The Company will continue to report on the status
of its year 2000 compliance program. Investors are cautioned, however, that
the Company's assessment of its readiness, of the costs of performing the
program and the risks attended thereto, and of the need for any contingency
plans may change materially in the future as we gain more complete knowledge
and proceed further through plan performance.
<PAGE>
PART II
-------
OTHER INFORMATION
-----------------
Item 1. Legal Proceedings
- -------------------------
CACI, INC.-FEDERAL v. Arizona Department of Transportation
- -----------------------------------------------------------
Reference is made to Part II, Item 1, Legal Proceedings, in the Registrant's
Annual Report on Form 10-K for the year ended June 30, 1998 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 seeks the following: (i) a declaratory
judgment that the disputes procedures 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's property seized by ADOT in
connection with the termination of the contract; and (vi) lawyers' fees. ADOT
has counterclaimed, seeking in excess of $100 million in damages allegedly
caused by CACI's breach of contract.
Since the filing of Registrant's report indicated above, the parties engaged
in settlement discussions in July 1998, with no resolution to date. As a
result, the parties are engaged in an exchange of factual information
concerning certain portions of the case with the aim of evaluating the
feasibility of resolving such portions of the case by motion.
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 revenues 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; the Year 2000 issue; our ability to achieve the objectives
of our business plans; and changes in government laws or regulations.
<PAGE>
CACI INTERNATIONAL INC AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit
Number Title
- ------- ---------------------
11 Computation of Earnings per Share
27 Financial Data Schedule
<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: November 9, 1998 By: /s/
------------------------- ------------------------------
Dr. J.P. London
Chairman of the Board,
Chief Executive Officer,
and Director
(Principal Executive Officer)
Date: November 9, 1998 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 SHARE
(amounts in thousands, except per share data)
Three Months Ended
September 30,
1998 1997
-------------------
Net income $ 3,139 $ 2,432
Average shares outstanding
during the period 10,858 10,705
Dilutive effect of stock options after
application of treasury stock method 344 370
------- -------
Average number of shares
outstanding during the period 11,202 11,075
======= =======
Basic earnings per common share $ 0.29 $ 0.23
======= =======
Diluted earnings per share $ 0.28 $ 0.22
======= =======
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORM 10Q FOR THE PERIOD ENDING SEPTEMBER 30, 1998, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> SEP-30-1998
<CASH> 2,203,000
<SECURITIES> 0
<RECEIVABLES> 103,456,000
<ALLOWANCES> (3,497,000)
<INVENTORY> 0
<CURRENT-ASSETS> 102,821,000
<PP&E> 38,722,000
<DEPRECIATION> (27,453,000)
<TOTAL-ASSETS> 165,054,000
<CURRENT-LIABILITIES> 42,473,000
<BONDS> 33,086,000
0
0
<COMMON> 1,439,000
<OTHER-SE> 86,708,000
<TOTAL-LIABILITY-AND-EQUITY> 165,054,000
<SALES> 0
<TOTAL-REVENUES> 92,351,000
<CGS> 0
<TOTAL-COSTS> 51,643,000
<OTHER-EXPENSES> 34,957,000
<LOSS-PROVISION> 270,000
<INTEREST-EXPENSE> 496,000
<INCOME-PRETAX> 4,985,000
<INCOME-TAX> 1,846,000
<INCOME-CONTINUING> 3,139,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,139,000
<EPS-PRIMARY> $0.28<F1>
<EPS-DILUTED> $0.28<F1>
<FN>
<F1>Earnings per share data have been presented on the financial statements
in accordance with SFAS #128 as shown below:
earnings per share-basic $0.29
earnings per share-diluted $0.28
</FN>
</TABLE>
