|
Delaware
|
001-31400
|
54-1345888
|
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
|
12021 Sunset Hills Road
Reston, Virginia
|
|
20190 |
|
(Address of Principal Executive Offices)
|
|
(Zip Code) |
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the exchange Act (17 CFR 240.14d-2(b))
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock |
CACI
|
New York Stock Exchange |
|
|
Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
|
ITEMS 2.02
|
RESULTS OF OPERATIONS AND FINANCIAL CONDITION;
|
| and 7.01: | REGULATION FD DISCLOSURE |
|
ITEM 9.01:
|
FINANCIAL STATEMENTS AND EXHIBITS
|
|
CACI International Inc
|
|||
|
Date: August 10, 2022
|
By:
|
/s/ J. William Koegel, Jr.
|
|
|
J. William Koegel, Jr.
|
|||
|
Executive Vice President, General Counsel and Secretary
|
|||
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|
Exhibit 99
|
Annual revenues of $6.2 billion
Annual net income of $366.8 million and Diluted EPS of $15.49
Annual adjusted net income of $421.7 million and Adjusted diluted EPS of $17.81
Robust Cash flow from operations and Free cash flow
Company expects continued growth, margin expansion, and healthy cash flow in Fiscal Year 2023
RESTON, Va.--(BUSINESS WIRE)--August 10, 2022--CACI International Inc (NYSE: CACI), a leading provider of expertise and technology to government enterprise and mission customers, announced results today for its fiscal fourth quarter and full year ended June 30, 2022, and issued guidance for fiscal year 2023.
John Mengucci, CACI President and Chief Executive Officer, said, “We delivered growth, healthy margins, and robust cash flow in fiscal year 2022. We also delivered another year of strong contract awards and our backlog and pipeline remain
robust. With a backdrop of growing budgets and increasing national security demands, we expect continued growth, margin expansion, and healthy cash flow generation in fiscal year 2023 and beyond. Our differentiated capabilities and strong
Fourth Quarter Results
|
Three Months Ended |
|
||||||||
| (in millions, except earnings per share and DSO) |
6/30/2022 |
6/30/2021 |
% Change |
||||||
| Revenues |
$1,642.3 |
$1,564.0 |
5.0 |
% |
|||||
| Income from operations |
$119.8 |
|
$112.1 |
|
6.9 |
% |
|||
| Net income |
$93.0 |
|
$137.0 |
|
-32.1 |
% |
|||
| Adjusted net income, a non-GAAP measure1 |
$107.4 |
|
$149.4 |
|
-28.1 |
% |
|||
| Diluted earnings per share |
$3.93 |
|
$5.74 |
|
-31.5 |
% |
|||
| Adjusted diluted earnings per share, a non-GAAP measure1 |
$4.54 |
|
$6.26 |
|
-27.5 |
% |
|||
| Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), a non-GAAP measure1 |
$157.1 |
|
$144.9 |
|
8.4 |
% |
|||
| Net cash provided by operating activities excluding MARPA1 |
$152.4 |
|
$99.5 |
|
53.1 |
% |
|||
| Free cash flow, a non-GAAP measure1 |
$116.6 |
|
$77.7 |
|
50.1 |
% |
|||
| Days sales outstanding (DSO)2 |
55 |
|
54 |
|
|
||||
| (1) |
This non-GAAP measure should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP. For additional information regarding this non-GAAP measure, see the related explanation and reconciliation to the GAAP measure included below in this release. |
|
| (2) |
The DSO calculations for three months ended June 30, 2022 and 2021 exclude the impact of the Company’s MARPA, which was 8 days and 7 days, respectively. |
Revenues in the fourth quarter of fiscal year 2022 increased 5 percent year-over-year driven by acquisitions completed earlier this fiscal year and organic growth of approximately 2 percent. The increase in income from operations was driven by higher revenue and gross profit, partially offset by higher indirect costs and selling expenses. Diluted earnings per share and adjusted diluted earnings per share decreased due to a lower effective tax rate in the year-ago quarter as a result of certain tax elections, partially offset by higher income from operations. The increase in cash from operations, excluding MARPA, was driven by higher income tax payments in the year ago quarter. The increase in free cash flow was driven by higher cash from operations, excluding MARPA, partially offset by higher capital expenditures.
Fourth Quarter Contract Awards
Contract awards in Q4 FY22 totaled $1.5 billion, with approximately 70 percent for new business to CACI. Awards exclude ceiling values of multi-award, indefinite delivery, indefinite quantity (IDIQ) contracts. Some notable awards during the quarter were:
Total backlog as of June 30, 2022 was $23.3 billion compared with $24.2 billion a year ago, a decrease of 4 percent. Funded backlog as of June 30, 2022 was $3.2 billion compared with $3.3 billion a year ago, a decrease of 3 percent.
Additional Highlights
Fiscal Year Results
|
Twelve Months Ended |
|
||||||||
| (in millions except earnings per share and DSO) |
6/30/2022 |
6/30/2021 |
% Change |
||||||
| Revenues |
$6,202.9 |
$6,044.1 |
2.6 |
% |
|||||
| Income from operations |
$496.3 |
|
$539.5 |
|
-8.0 |
% |
|||
| Net income |
$366.8 |
|
$457.4 |
|
-19.8 |
% |
|||
| Adjusted net income, a non-GAAP measure1 |
$421.7 |
|
$507.2 |
|
-16.9 |
% |
|||
| Diluted earnings per share |
$15.49 |
|
$18.30 |
|
-15.4 |
% |
|||
| Adjusted diluted earnings per share, a non-GAAP measure1 |
$17.81 |
|
$20.29 |
|
-12.2 |
% |
|||
| Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), a non-GAAP measure1 |
$637.5 |
|
$668.6 |
|
-4.6 |
% |
|||
| Net cash provided by operating activities excluding MARPA1 |
$769.8 |
|
$610.2 |
|
26.2 |
% |
|||
| Free cash flow, a non-GAAP measure1 |
$695.2 |
|
$537.1 |
|
29.5 |
% |
|||
| (1) |
This non-GAAP measure should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP. For additional information regarding this non-GAAP measure, see the related explanation and reconciliation to the GAAP measure included below in this release. |
Revenues in fiscal year 2022 increased 3 percent year-over-year driven by acquisitions completed during the year as well as organic growth. The decrease in income from operations was driven by higher indirect costs and selling expenses from acquisitions and organic investments, as well as higher depreciation and amortization, partially offset by higher revenue and gross profit. Diluted earnings per share and adjusted diluted earnings per share decreased due to lower income from operations and a higher tax rate, partially offset by a lower share count as a result of the $500 million accelerated share repurchase announced in March 2021. The increase in cash from operations, excluding MARPA, was driven by a $190 million tax benefit from method changes elected at the end of fiscal year 2021, partially offset by a $47 million repayment of deferred payroll taxes under the CARES Act. The increase in free cash flow was driven by higher cash from operations.
Fiscal Year 2023 Guidance
The table below summarizes our fiscal year 2023 guidance and represents our views as of August 10, 2022.
| (in millions, except earnings per share) |
|
Fiscal Year 2023 Guidance |
|
|
||
| Revenues |
$6,475 - $6,675 |
|
| Adjusted net income, a non-GAAP measure1 |
$420 - $440 |
|
| Adjusted diluted earnings per share, a non-GAAP measure1 |
$17.65 - $18.49 |
|
| Diluted weighted average shares |
23.8 |
|
| Free cash flow, a non-GAAP measure2 |
at least $415 |
| (1) |
Adjusted net income and adjusted diluted earnings per share are defined as GAAP net income and GAAP diluted EPS, respectively, excluding intangible amortization expense and the related tax impact. This non-GAAP measure should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP. For additional information regarding this non-GAAP measure, see the related explanation and reconciliation to the GAAP measure included below in this release. |
|
| (2) |
Free cash flow is defined as net cash provided by operating activities excluding MARPA, less payments for capital expenditures (capex). This non-GAAP measure should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP. Fiscal year 2023 free cash flow guidance assumes Section 174 of the Tax Cuts and Jobs Act of 2017 will be deferred, modified or repealed. CACI currently estimates that, if not deferred, modified or repealed, fiscal year 2023 Free cash flow would be reduced by approximately $95 million. For additional information regarding this non-GAAP measure, see the related explanation and reconciliation to the GAAP measure included below in this release. |
Conference Call Information
We have scheduled a conference call for 8:30 AM Eastern Time Thursday, August 11, 2022 during which members of our senior management will be making a brief presentation focusing on fourth quarter and full-year results and operating trends, as well as fiscal year 2023 guidance, followed by a question-and-answer session. You can listen to the webcast and view the accompanying exhibits on CACI’s investor relations website at http://investor.caci.com/events/default.aspx at the scheduled time. A replay of the call will also be available on CACI’s investor relations website at http://investor.caci.com/.
About CACI
CACI’s approximately 22,000 talented employees are vigilant in providing the unique expertise and distinctive technology that address our customers’ greatest enterprise and mission challenges. Our culture of good character, innovation, and excellence drives our success and earns us recognition as a Fortune World's Most Admired Company. As a member of the Fortune 1000 Largest Companies, the Russell 1000 Index, and the S&P MidCap 400 Index, we consistently deliver strong shareholder value. Visit us at www.caci.com.
There are statements made herein that do not address historical facts and, therefore, could be interpreted to be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are subject to risk factors that could cause actual results to be materially different from anticipated results. These risk factors include, but are not limited to, the following: our reliance on U.S. government contracts, which includes general risk around the government contract procurement process (such as bid protest, small business set asides, loss of work due to organizational conflicts of interest, etc.) and termination risks; significant delays or reductions in appropriations for our programs and broader changes in U.S. government funding and spending patterns; legislation that amends or changes discretionary spending levels or budget priorities, such as for homeland security or to address global pandemics like COVID-19; legal, regulatory, and political change from successive presidential administrations that could result in economic uncertainty; changes in U.S. federal agencies, current agreements with other nations, foreign events, or any other events which may affect the global economy, including the impact of global pandemics like COVID-19; the results of government audits and reviews conducted by the Defense Contract Audit Agency, the Defense Contract Management Agency, or other governmental entities with cognizant oversight; competitive factors such as pricing pressures and/or competition to hire and retain employees (particularly those with security clearances); failure to achieve contract awards in connection with re-competes for present business and/or competition for new business; regional and national economic conditions in the United States and globally, including but not limited to: terrorist activities or war, changes in interest rates, currency fluctuations, significant fluctuations in the equity markets, and market speculation regarding our continued independence; our ability to meet contractual performance obligations, including technologically complex obligations dependent on factors not wholly within our control; limited access to certain facilities required for us to perform our work, including during a global pandemic like COVID-19; changes in tax law, the interpretation of associated rules and regulations, or any other events impacting our effective tax rate; changes in technology; the potential impact of the announcement or consummation of a proposed transaction and our ability to successfully integrate the operations of our recent and any future acquisitions; our ability to achieve the objectives of near term or long-term business plans; the effects of health epidemics, pandemics and similar outbreaks may have material adverse effects on our business, financial position, results of operations and/or cash flows; and other risks described in our Securities and Exchange Commission filings.
| CACI International Inc | ||||||||||||||||
| Condensed Consolidated Statements of Operations (Unaudited) | ||||||||||||||||
| (in thousands, except per share data) | ||||||||||||||||
|
Three Months Ended |
|
|
|
Twelve Months Ended |
|
|
||||||||||
|
6/30/2022 |
|
6/30/2021 |
|
% Change |
|
6/30/2022 |
|
6/30/2021 |
|
% Change |
||||||
| Revenues |
$ |
1,642,261 |
$ |
1,564,000 |
5.0% |
$ |
6,202,917 |
$ |
6,044,135 |
2.6% |
||||||
| Costs of revenues: |
|
|
|
|
|
|
||||||||||
| Direct costs |
|
1,080,818 |
|
1,043,407 |
3.6% |
|
4,051,188 |
|
3,930,707 |
3.1% |
||||||
| Indirect costs and selling expenses |
|
406,409 |
|
376,788 |
7.9% |
|
1,520,719 |
|
1,448,614 |
5.0% |
||||||
| Depreciation and amortization |
|
35,197 |
|
31,755 |
10.8% |
|
134,681 |
|
125,363 |
7.4% |
||||||
| Total costs of revenues: |
|
1,522,424 |
|
1,451,950 |
4.9% |
|
5,706,588 |
|
5,504,684 |
3.7% |
||||||
| Income from operations |
|
119,837 |
|
112,050 |
6.9% |
|
496,329 |
|
539,451 |
-8.0% |
||||||
| Interest expense and other, net |
|
11,266 |
|
11,815 |
-4.6% |
|
41,757 |
|
39,836 |
4.8% |
||||||
| Income before income taxes |
|
108,571 |
|
100,235 |
8.3% |
|
454,572 |
|
499,615 |
-9.0% |
||||||
| Income taxes |
|
15,602 |
|
(36,742) |
-142.5% |
|
87,778 |
|
42,172 |
108.1% |
||||||
| Net income |
$ |
92,969 |
$ |
136,977 |
-32.1% |
$ |
366,794 |
$ |
457,443 |
-19.8% |
||||||
|
|
|
|
|
|
|
|||||||||||
| Basic earnings per share |
$ |
3.97 |
$ |
5.82 |
-31.8% |
$ |
15.64 |
$ |
18.52 |
-15.6% |
||||||
| Diluted earnings per share |
$ |
3.93 |
$ |
5.74 |
-31.5% |
$ |
15.49 |
$ |
18.30 |
-15.4% |
||||||
| Weighted average shares used in per share computations: | ||||||||||||||||
| Basic |
|
23,415 |
|
23,552 |
-0.6% |
|
23,446 |
|
24,705 |
-5.1% |
||||||
| Diluted |
|
23,647 |
|
23,856 |
-0.9% |
|
23,677 |
|
24,992 |
-5.3% |
||||||
|
Statement of Operations Data (Unaudited) |
||||||||||||||||
|
Three Months Ended |
|
|
|
Twelve Months Ended |
|
|
||||||||||
|
6/30/2022 |
|
6/30/2021 |
|
% Change |
|
6/30/2022 |
|
6/30/2021 |
|
% Change |
||||||
| Income from operations (as a % of Revenues) |
|
7.3% |
|
7.2% |
|
|
8.0% |
|
8.9% |
|
||||||
| Effective tax rate |
|
14.4% |
|
-36.7% |
|
|
19.3% |
|
8.4% |
|
||||||
| Net income (as a % of Revenues) |
|
5.7% |
|
8.8% |
|
|
5.9% |
|
7.6% |
|
||||||
|
|
|
|
|
|
|
|||||||||||
| Adjusted EBITDA1 |
$ |
157,092 |
$ |
144,915 |
8.4% |
$ |
637,508 |
$ |
668,582 |
-4.6% |
||||||
| Adjusted EBITDA Margin1 |
|
9.6% |
|
9.3% |
|
|
10.3% |
|
11.1% |
|
||||||
|
(1) This non-GAAP measure should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP. For additional information regarding this non-GAAP measure, see the related explanation and reconciliation to the GAAP measure included below in this release. |
|
CACI International Inc |
||||||||
| Condensed Consolidated Balance Sheets (Unaudited) | ||||||||
| (in thousands) | ||||||||
|
6/30/2022 |
6/30/2021 |
|||||||
| ASSETS |
|
|
||||||
| Current assets: |
|
|
||||||
| Cash and cash equivalents |
$ |
114,804 |
|
$ |
88,031 |
|
||
| Accounts receivable, net |
|
926,144 |
|
|
879,851 |
|
||
| Prepaid expenses and other current assets |
|
168,690 |
|
|
363,294 |
|
||
| Total current assets |
|
1,209,638 |
|
|
1,331,176 |
|
||
|
|
|
|||||||
| Goodwill |
|
4,058,291 |
|
|
3,632,578 |
|
||
| Intangible assets, net |
|
581,385 |
|
|
476,106 |
|
||
| Property, plant and equipment, net |
|
205,622 |
|
|
190,444 |
|
||
| Operating lease right-of-use assets |
|
317,359 |
|
|
356,887 |
|
||
| Supplemental retirement savings plan assets |
|
96,114 |
|
|
102,984 |
|
||
| Accounts receivable, long-term |
|
10,199 |
|
|
12,159 |
|
||
| Other long-term assets |
|
150,823 |
|
|
70,038 |
|
||
| Total assets |
$ |
6,629,431 |
|
$ |
6,172,372 |
|
||
|
|
|
|||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
||||||
| Current liabilities: |
|
|
||||||
| Current portion of long-term debt |
$ |
30,625 |
|
$ |
46,920 |
|
||
| Accounts payable |
|
303,443 |
|
|
148,636 |
|
||
| Accrued compensation and benefits |
|
405,722 |
|
|
409,275 |
|
||
| Other accrued expenses and current liabilities |
|
287,571 |
|
|
279,970 |
|
||
| Total current liabilities |
|
1,027,361 |
|
|
884,801 |
|
||
|
|
|
|||||||
| Long-term debt, net of current portion |
|
1,702,148 |
|
|
1,688,919 |
|
||
| Supplemental retirement savings plan obligations, net of current portion |
|
102,127 |
|
|
104,490 |
|
||
| Deferred income taxes |
|
356,841 |
|
|
327,230 |
|
||
| Operating lease liabilities, noncurrent |
|
315,315 |
|
|
363,302 |
|
||
| Other long-term liabilities |
|
72,096 |
|
|
138,352 |
|
||
| Total liabilities |
|
3,575,888 |
|
|
3,507,094 |
|
||
|
|
|
|||||||
| COMMITMENTS AND CONTINGENCIES |
|
|
||||||
|
|
|
|||||||
| Shareholders' equity: |
|
|
||||||
| Common stock |
|
4,282 |
|
|
4,268 |
|
||
| Additional paid-in-capital |
|
571,650 |
|
|
484,260 |
|
||
| Retained earnings |
|
3,555,881 |
|
|
3,189,087 |
|
||
| Accumulated other comprehensive loss |
|
(31,076 |
) |
|
(36,291 |
) |
||
| Treasury stock, at cost |
|
(1,047,329 |
) |
|
(976,181 |
) |
||
| Total CACI shareholders' equity |
|
3,053,408 |
|
|
2,665,143 |
|
||
| Noncontrolling interest |
|
135 |
|
|
135 |
|
||
| Total shareholders' equity |
|
3,053,543 |
|
|
2,665,278 |
|
||
| Total liabilities and shareholders' equity |
$ |
6,629,431 |
|
$ |
6,172,372 |
|
||
|
Contract Awards (Unaudited) |
|||||||
|
Three Months Ended |
|
|
|||||
| (in thousands) |
6/30/2022 |
6/30/2021 |
$ Change |
% Change |
|||
| Contract Awards |
$ |
1,544,460 |
$ |
3,642,295 |
$ |
(2,097,835) |
-57.6% |
|
|
|
|
|
||||
|
Twelve Months Ended |
|
|
|||||
| (in thousands) |
6/30/2022 |
6/30/2021 |
$ Change |
% Change |
|||
| Contract Awards |
$ |
7,107,824 |
$ |
9,171,752 |
$ |
(2,063,928) |
-22.5% |
Corporate Communications and Media:
Lorraine Corcoran, Executive Vice President, Corporate Communications
(703) 434-4165, lorraine.corcoran@caci.com
Investor Relations:
Daniel Leckburg, Senior Vice President, Investor Relations
(703) 841-7666, dleckburg@caci.com