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 December 31, 2001
 
Commission File Number 0-8401
 
 
CACI International Inc
(Exact name of registrant as specified in its charter)
 
Delaware
 
54-1345888
(State or other jurisdiction of
incorporation or organization)
 
(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 Class A 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 January 31, 2002:  CACI International Inc Common Stock, $0.10 par value, 23,496,194 shares.
 

CACI INTERNATIONAL INC AND SUBSIDIARIES
 
         
Page
PART I:    FINANCIAL INFORMATION
    
Item 1.
  
Financial Statements
    
       
3
       
4
       
5
       
6
       
7
       
8
Item 2.
     
13
PART II:    OTHER INFORMATION
    
Item 3.
     
18
Item 4.
     
18
Item 5.
     
18
Item 6.
     
19
  
20
  
21

PART 1
 
FINANCIAL INFORMATION
 
Item 1.    Financial Statements
 
CACI INTERNATIONAL INC AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(dollars in thousands, except per share data)
 
    
Three Months Ended December 31,
    
2001
    
2000
Revenues
  
$
162,329
 
  
$
133,812
Costs and expenses
               
Direct costs
  
 
99,597
 
  
 
81,460
Indirect costs and selling expenses
  
 
47,270
 
  
 
40,480
Depreciation and amortization
  
 
3,110
 
  
 
2,095
Goodwill amortization
  
 
—  
 
  
 
1,234
    
  
Total operating expenses
  
 
149,977
 
  
 
125,269
    
  
Income from operations
  
 
12,352
 
  
 
8,543
Interest expense
  
 
574
 
  
 
932
    
  
Income before income taxes
  
 
11,778
 
  
 
7,611
Income taxes
  
 
4,475
 
  
 
2,967
    
  
Income from continuing operations
  
$
7,303
 
  
$
4,644
Discontinued operations
               
Income (loss) from operations from discontinued Marketing Systems Group (less applicable income tax benefit of $36 and provision of $78)
  
 
(58
)
  
 
122
Loss on disposal of Marketing Systems Group including provision of $284 for operating losses during phase-out period (less applicable income tax benefit of $766)
  
 
(1,250
)
  
 
—  
    
  
Net income
  
$
5,995
 
  
 
4,766
    
  
Basic earnings per share
               
Income from continuing operations
  
$
0.31
 
  
$
0.21
Income (loss) from discontinued operations of Marketing Systems Group
  
 
0.00
 
  
 
0.01
Loss on disposal of Marketing Systems Group
  
 
(0.05
)
  
 
—  
    
  
Net income
  
$
0.26
 
  
$
0.22
    
  
Average shares outstanding
  
 
23,464
 
  
 
22,482
    
  
Diluted earnings per share
               
Income from continuing operations
  
$
0.30
 
  
$
0.20
Income (loss) from discontinued operations of Marketing Systems Group
  
 
0.00
 
  
 
0.01
Loss on disposal of Marketing Systems Group
  
 
(0.05
)
  
 
—  
    
  
Net income
  
$
0.25
 
  
$
0.21
    
  
Average shares and equivalent shares outstanding
  
 
24,337
 
  
 
22,790
    
  
 
See notes to condensed consolidated financial statements (unaudited)

CACI INTERNATIONAL INC AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(dollars in thousands, except per share data)
 
    
Six Months Ended December 31,
    
2001
    
2000
Revenues
  
$
308,144
 
  
$
258,618
Costs and expenses
               
Direct costs
  
 
188,087
 
  
 
157,029
Indirect costs and selling expenses
  
 
90,663
 
  
 
78,930
Depreciation and amortization
  
 
5,547
 
  
 
3,991
Goodwill amortization
  
 
—  
 
  
 
2,344
    
  
Total operating expenses
  
 
284,297
 
  
 
242,294
    
  
Income from operations
  
 
23,847
 
  
 
16,324
Interest expense
  
 
1,221
 
  
 
1,583
    
  
Income before income taxes
  
 
22,626
 
  
 
14,741
Income taxes
  
 
8,597
 
  
 
5,748
    
  
Income from continuing operations
  
 
14,029
 
  
 
8,993
Discontinued operations
               
Income (loss) from operations from discontinued Marketing Systems Group (less applicable income tax benefit of $128 and provision of $80)
  
 
(209
)
  
 
125
Loss on disposal of Marketing Systems Group including provision of $284 for operating losses during phase-out period (less applicable income tax benefit of $766)
  
 
(1,250
)
  
 
—  
    
  
Net income
  
$
12,570
 
  
$
9,118
    
  
Basic earnings per share
               
Income from continuing operations
  
$
0.60
 
  
$
0.40
Income (loss) from discontinued operations of Marketing Systems Group
  
 
(0.01
)
  
 
0.01
Loss on disposal of Marketing Systems Group
  
 
(0.05
)
  
 
—  
    
  
Net income
  
$
0.54
 
  
$
0.41
    
  
Average shares outstanding
  
 
23,204
 
  
 
22,596
    
  
Diluted earnings per share
               
Income from continuing operations
  
$
0.58
 
  
$
0.39
Income (loss) from discontinued operations of Marketing Systems Group
  
 
(0.01
)
  
 
0.01
Loss on disposal of Marketing Systems Group
  
 
(0.05
)
  
 
—  
    
  
Net income
  
$
0.52
 
  
$
0.40
    
  
Average shares and equivalent shares outstanding
  
 
23,979
 
  
 
22,918
    
  
 
See notes to condensed consolidated financial statements (unaudited)

CACI INTERNATIONAL INC AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(dollars in thousands)
 
    
December 31, 2001
    
June 30, 2001
 
ASSETS
                 
Current assets
                 
Cash and equivalents
  
$
14,003
 
  
$
14,842
 
Accounts receivable:
                 
Billed
  
 
128,180
 
  
 
114,953
 
Unbilled
  
 
15,331
 
  
 
11,038
 
    
  
Total accounts receivable
  
 
143,511
 
  
 
125,991
 
Income tax receivable
  
 
949
 
  
 
—  
 
Deferred income taxes
  
 
422
 
  
 
407
 
Deferred contract costs
  
 
1,253
 
  
 
1,456
 
Prepaid expenses and other
  
 
6,088
 
  
 
8,562
 
    
  
Total current assets
  
 
166,226
 
  
 
151,258
 
Property and equipment, net
  
 
15,697
 
  
 
15,685
 
Accounts receivable, long term
  
 
8,798
 
  
 
13,686
 
Goodwill
  
 
117,680
 
  
 
88,895
 
Other assets
  
 
16,412
 
  
 
12,898
 
Intangible assets
  
 
7,880
 
  
 
—  
 
Deferred contract costs, long term
  
 
234
 
  
 
—  
 
Deferred income taxes
  
 
2,786
 
  
 
2,309
 
    
  
Total assets
  
$
335,713
 
  
$
284,731
 
    
  
LIABILITIES AND SHAREHOLDERS’ EQUITY
                 
Current liabilities
                 
Notes payable
  
$
3,500
 
  
$
—  
 
Accounts payable
  
 
10,866
 
  
 
7,532
 
Other accrued expenses
  
 
21,065
 
  
 
28,322
 
Accrued compensation and benefits
  
 
27,609
 
  
 
26,866
 
Income taxes payable
  
 
—  
 
  
 
156
 
Deferred income taxes
  
 
5,360
 
  
 
6,421
 
    
  
Total current liabilities
  
 
68,400
 
  
 
69,297
 
Notes payable, long-term
  
 
73,307
 
  
 
48,888
 
Deferred rent expenses
  
 
1,387
 
  
 
1,286
 
Deferred income taxes
  
 
120
 
  
 
116
 
Other long-term obligations
  
 
6,840
 
  
 
4,940
 
Shareholders’ equity
                 
Common stock—$.10 par value, 80,000,000 shares authorized, 31,268,000 and 30,572,000 shares issued
  
 
3,127
 
  
 
3,057
 
Capital in excess of par
  
 
35,667
 
  
 
23,269
 
Retained earnings
  
 
171,868
 
  
 
159,298
 
Accumulated other comprehensive loss
  
 
(3,986
)
  
 
(4,486
)
Treasury stock, at cost (7,772,000 and 7,768,000 shares)
  
 
(21,017
)
  
 
(20,934
)
    
  
Total shareholders’ equity
  
 
185,659
 
  
 
160,204
 
    
  
Total liabilities & shareholders’ equity
  
$
335,713
 
  
$
284,731
 
    
  
 
See notes to condensed consolidated financial statements (unaudited)

CACI INTERNATIONAL INC AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars in thousands)
 
    
Six Months Ended December 31,
 
    
2001
    
2000
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net income
  
$
12,570
 
  
$
9,118
 
Reconciliation of net income to net cash provided by (used in) operating activities
      
Depreciation and amortization
  
 
5,671
 
  
 
6,562
 
Provision (benefit) for deferred income taxes
  
 
(1,548
)
  
 
(81
)
Loss on disposal of Marketing Systems Group business
  
 
966
 
  
 
—  
 
Changes in operating assets and liabilities
                 
Accounts receivable
  
 
(376
)
  
 
(13,346
)
Prepaid expenses and other assets
  
 
2,866
 
  
 
(201
)
Deferred contract costs
  
 
(31
)
  
 
24
 
Accounts payable and accrued expenses
  
 
(7,703
)
  
 
(3,226
)
Accrued compensation and benefits
  
 
(2,576
)
  
 
5,213
 
Other long-term obligations
  
 
1,901
 
  
 
(1,496
)
Deferred rent expenses
  
 
(12
)
  
 
224
 
Income taxes (receivable) payable
  
 
1,175
 
  
 
3,058
 
    
  
Net cash provided by (used in) operating activities
  
 
12,903
 
  
 
5,849
 
    
  
CASH FLOWS FROM INVESTING ACTIVITIES
                 
Acquisitions of property and equipment
  
 
(3,440
)
  
 
(4,667
)
Purchase of businesses
  
 
(39,743
)
  
 
(28,164
)
Capitalized software cost and other
  
 
(3,961
)
  
 
(1,239
)
    
  
Net cash provided by (used in) investing activities
  
 
(47,144
)
  
 
(34,070
)
    
  
CASH FLOWS FROM FINANCING ACTIVITIES
                 
Proceeds under line-of-credit
  
 
83,289
 
  
 
133,543
 
Payments under line-of-credit
  
 
(62,370
)
  
 
(98,082
)
Proceeds from exercise of stock options
  
 
12,469
 
  
 
1,955
 
Purchase of common stock for treasury
  
 
(83
)
  
 
(7,200
)
    
  
Net cash provided by (used in) financing activities
  
 
33,305
 
  
 
30,216
 
    
  
Effect of accumulated other comprehensive income (loss)
  
 
97
 
  
 
(52
)
    
  
Net increase (decrease) in cash and equivalents
  
 
(839
)
  
 
1,943
 
Cash and equivalents, beginning of period
  
 
14,842
 
  
 
4,931
 
    
  
Cash and equivalents, end of period
  
$
14,003
 
  
$
6,874
 
    
  
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                 
Cash paid during the period for income taxes, net
  
$
3,695
 
  
$
1,144
 
    
  
Interest paid during the period
  
$
1,273
 
  
$
1,455
 
    
  
 
See notes to condensed consolidated financial statements (unaudited).

CACI INTERNATIONAL INC AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(dollars in thousands)
 
    
Three Months Ended December 31,
  
Six Months Ended December 31,
 
    
2001
    
2000
  
2001
    
2000
 
Net income
  
$
5,995
 
  
$
4,766
  
$
12,570
 
  
$
9,118
 
    
  
  
  
Cumulative currency translation adjustment
  
 
(258
)
  
 
226
  
 
976
 
  
 
(323
)
Fair value of interest rate swap
  
 
(476
)
  
 
—  
  
 
(476
)
  
 
—  
 
    
  
  
  
Comprehensive income
  
$
5,261
 
  
$
4,992
  
$
13,070
 
  
$
8,795
 
    
  
  
  
 
See notes to condensed consolidated financial statements (unaudited).

CACI INTERNATIONAL INC AND SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
A.    Basis of Presentation
 
The accompanying unaudited condensed 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 accounting principles generally accepted in the United States of America, 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 condensed 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. The results of the three and six months are not necessarily indicative of the results to be expected for the full fiscal year. It is suggested that these unaudited consolidated financial statements be read in conjunction with the audited 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, 2001.
 
Certain reclassifications have been made to the prior period’s financial statements to conform to the current presentation (see also Notes G & H).

 
B.    Goodwill
 
The Financial Accounting Standards Board (“FASB”) recently issued Statements of Financial Accounting Standards (“SFAS”) No. 141 “Business Combinations”, and SFAS No. 142, “Goodwill and Other Intangible Assets”. SFAS No. 141 eliminates the pooling method of accounting for all business combinations initiated after June 30, 2001. SFAS No. 142 requires that goodwill no longer be amortized against earnings, but instead reviewed periodically for impairment, with any identified impairments treated as a cumulative effect of a change in accounting principle.
 
The Company has elected to adopt SFAS No. 142 effective July 1, 2001, as a result, amortization of goodwill was discontinued. A reconciliation of previously reported net income and earnings per share with the amounts adjusted for the exclusion of goodwill amortization net of related income tax effect follows (in thousands):
 
    
Three Months Ended December 31,
  
Six Months Ended December 31,
    
2001
    
2000
  
2001
  
2000
Reported net income
  
$
5,995
    
$
4,766
  
$
12,570
  
$
9,118
Goodwill amortization (net of tax)
  
 
—  
    
 
753
  
 
—  
  
 
1,430
Adjusted net income
  
$
5,995
    
$
5,519
  
$
12,570
  
$
10,548
    
    
  
  
Basic Earnings Per Share:
                             
Reported EPS-Basic
  
$
0.26
    
$
0.22
  
$
0.54
  
$
0.41
Goodwill amortization (net of tax)
  
 
—  
    
 
0.03
  
 
—  
  
 
0.06
Adjusted Basic EPS
  
$
0.26
    
$
0.25
  
$
0.54
  
$
0.47
    
    
  
  
Diluted Earnings Per Share:
                             
Reported EPS-Diluted
  
$
0.25
    
$
0.21
  
$
0.52
  
$
0.40
Goodwill amortization (net of tax)
  
 
—  
    
 
0.03
  
 
—  
  
 
0.06
Adjusted Diluted EPS
  
$
0.25
    
$
0.24
  
$
0.52
  
$
0.46
    
    
  
  

 
C.    Accounts Receivable
 
Total accounts receivable are net of allowance for doubtful accounts of $5,043,000 and $4,301,000 at December 31, 2001 and June 30, 2001, respectively. Accounts receivable are classified as follows:
 
(dollars in thousands)
  
December 31, 2001
  
June 30, 2001
Billed receivables
             
Billed receivables
  
$
112,513
  
$
100,095
Billable receivables at end of period
  
 
15,667
  
 
14,858
    
  
Total billed receivables
  
 
128,180
  
 
114,953
    
  
Unbilled receivables
             
Unbilled pending receipt of documents for billing
  
 
15,331
  
 
11,038
Unbilled retainages and fee withholds expected to be billed beyond the next 12 months
  
 
8,798
  
 
13,686
    
  
Total unbilled receivables
  
 
24,129
  
 
24,724
    
  
Total accounts receivable
  
$
152,309
  
$
139,677
    
  
 
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.    Acquisitions
 
On November 1, 2001, the Company purchased all of the outstanding capital stock of Digital Systems International Corporation (DSIC) for $47.4 million, of which approximately $40 million has been paid. Under the terms of the agreement, the Company will pay an additional $7 million over the next sixteen months. The $40 million payment was financed through the Company’s existing credit facility. The acquired business implements enterprise resource planning (ERP) systems, including large-scale financial and human resource systems, and e-procurement applications; develops client/server and web-enabled applications; operates an enterprise networking and information assurance practice; solves complex business problems with a recognized process modeling and simulation methodology; and provides acquisition/program management consulting services, primarily to the Federal Government. As part of this acquisition, approximately 550 employees transferred to CACI. Approximately $23.8 million of the purchase consideration has been allocated to goodwill, based upon the excess of the purchase price over the $15.1 million estimated fair value of net assets acquired and the $8.1 million assigned to Intangible Assets. The Company is amortizing substantially all of these intangible assets over a period of ten years. DSIC contributed revenue of $9.2 million for the period from November 1, 2001 to December 31, 2001.
 
The following unaudited pro forma combined condensed statements of operations set forth the consolidated results of operations of the Company for the three and six months ended December 31, 2001 and 2000 as if the above mentioned acquisition had occurred at the beginning of the period of

acquisition and the period prior to the acquisition. This unaudited pro forma information does not purport to be indicative of the actual results that would actually have occurred if the combination had been in effect for the period ended December 31:
 
(dollars in thousands, except per share amounts)
  
Three Months Ended
December 31,
  
Six Months Ended
December 31,
    
2001
  
2000
  
2001
  
2000
Revenue
  
$
167,785
  
$
147,083
  
$
328,916
  
$
284,564
Net income
  
 
6,278
  
 
5,379
  
 
13,622
  
 
10,298
Diluted earnings per share
  
 
0.26
  
 
0.24
  
 
0.57
  
 
0.45
 
F.    Business Segment Information
 
The Company reports financial data in two segments: Domestic Operations and International Operations. Operating results for the segments are as follows:
 
(dollars in thousands)
  
Domestic Operations
    
International Operations
  
Other
    
Total
Three Months Ended December 31, 2001
                               
Revenue from external customers
  
$
152,366
    
$
9,918
  
$
45
 
  
$
162,329
Pre-tax income (loss) from continuing operations
  
 
12,366
    
 
1,271
  
 
(1,859
)
  
 
11,778
Three Months Ended December 31, 2000
                               
Revenue from external customers
  
$
122,280
    
$
11,370
  
$
162
 
  
$
133,812
Pre-tax income (loss) from continuing operations
  
 
7,029
    
 
1,238
  
 
(656
)
  
 
7,611
Six Months Ended December 31, 2001
                               
Revenue from external customers
  
$
288,169
    
$
19,924
  
$
51
 
  
$
308,144
Pre-tax income (loss) from continuing operations
  
 
23,334
    
 
2,431
  
 
(3,139
)
  
 
22,626
Six Months Ended December 31, 2000
                               
Revenue from external customers
  
$
236,863
    
$
21,560
  
$
195
 
  
$
258,618
Pre-tax income (loss) from continuing operations
  
 
14,157
    
 
2,385
  
 
(1,801
)
  
 
14,741
 
The “Other” column represents the elimination of intersegment revenue and corporate related items.
 
G.    Common Stock Dividend
 
On November 7, 2001, the Company’s Board of Directors declared a two-for-one stock split to be effected in the form of a common stock dividend. This dividend was payable on December 6, 2001 to shareholders of record on November 30, 2001. Accordingly, the number of shares of common stock outstanding, earnings per share, and the number of shares used in the calculation of earnings per share all have been restated to retroactively reflect the split.
 
H.    Discontinued Operations
 
On January 6, 2002, the Company completed the sale of the net assets of its domestic Marketing Systems Group to Environmental Research Systems Institute, Inc’s subsidiary, ESRI Business Information Solutions for $3.5 million in cash. This resulted in a net-after-tax loss on disposal for the Company of $1.3 million. Included in the loss on disposal was a net-after-tax loss from discontinued operations of $284 thousand for the period of October 31, 2001 to January 6, 2002. The consolidated statements of operations for prior periods have been restated for consistent presentation of discontinued operations. Subsequent to January 6, 2002, all of the assets and liabilities will be removed from the Consolidated Balance Sheet of the Company.

 
I.    Recent Accounting Pronouncements
 
In July 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The associated asset retirement cost would be capitalized as part of the carrying amount of the long-lived asset. SFAS No. 143 will be effective for fiscal years beginning after June 15, 2002. The Company has not determined the effect that this statement will have on its consolidated financial position or results of operations.
 
In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, that replaces SFAS No. 121. SFAS No. 144 requires that long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. SFAS No. 144 also broadens the reporting of discontinued operations to include all components of an entity with operations that can be distinguished from the rest of the entity and that will be eliminated from the ongoing operations of the entity in a disposal transaction. The provisions of SFAS No. 144 are effective for financial statements issued for fiscal years beginning after December 15, 2001. The Company has not yet completed its analysis of this new pronouncement and the impact it will have on its consolidated financial statements.
 
In November 2001, the Emerging Issues Task Force, or EITF, issued Topic No. D-103, Income Statement Characterization of Reimbursements Received for “Out-of-Pocket” Expenses Incurred. EITF Topic No. D-103 requires that companies report reimbursements received for out-of-pocket expenses incurred as revenue, rather than as a reduction of expenses. The provisions of EITF Topic No. D-103 are effective for financial statements issued for fiscal years beginning after December 15, 2001. As the Company has historically accounted for reimbursements of out-of-pocket expenses in the manner provided for under EITF Topic No. D-103, the Company does not expect the adoption of the provisions of EITF Topic No. D-103 to have an impact on its consolidated financial position or results of operations.
 
J.    Subsequent Events
 
The Company entered into a Letter of Intent (LOI) on January 14, 2002 to acquire the stock of an engineering and information technology services company, specializing in the design, integration and management of value-oriented, secure enterprise network systems for agencies of the Federal Government. The closing of the acquisition is contingent upon completion of due diligence that is satisfactory to the Company in its sole discretion. The anticipated purchase price is approximately $36 million, with approximately $34 million paid at closing and $2 million paid twelve months after the closing.
 
On February 4, 2002, the Company replaced its existing credit facility with a new five-year unsecured credit agreement, which permits borrowings of up to $185 million with a sublimit of $75 million of borrowings each year for acquisitions. The new agreement permits similar borrowing options and interest rates as those offered by the prior agreement. The current applicable interest rate is at LIBOR plus a margin of 0.875%. In addition, the Company pays a fee on the unused portion of the facility. The margin rate and unused portion fee are determined quarterly based on leverage, net worth and fixed charge coverage ratios.

 
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Results of Operations For the Three Months Ended December 31, 2001 and 2000.
 
Revenues .    The table below sets forth revenues by customer with related percentages of total revenues for the three months ended on December 31, 2001, (FY2002) and December 31, 2000 (FY2001), respectively:
 
    
Second Quarter
    
Second Quarter Change
 
(dollars in thousands)
  
FY2002
    
FY2001
    
$’s
    
%
 
Department of Defense
  
$
105,856
  
65.2 
%
  
$
76,465
  
57.2 
%
  
$
29,391
 
  
38.4
%
Federal Civilian Agencies
  
 
42,023
  
25.9 
%
  
 
34,298
  
25.6 
%
  
 
7,725
 
  
22.5
%
Commercial
  
 
12,686
  
7.8 
%
  
 
15,246
  
11.4 
%
  
 
(2,560
)
  
(16.8
%)
State & Local Governments
  
 
1,764
  
1.1 
%
  
 
7,803
  
5.8 
%
  
 
(6,039
)
  
(77.4
%)
    
  
  
  
  
  
Total
  
$
162,329
  
100.0 
%
  
$
133,812
  
100.0 
%
  
$
28,517
 
  
21.3
%
    
  
  
  
  
  
 
Revenue .    For the three months ended December 31, 2001, the Company’s total revenue increased by 21.3%, or $28.5 million over the same period last year. Revenue growth in the second quarter came primarily from increased managed network and engineering services business for agencies of the Federal Government, primarily the Department of Defense (“DoD”). The Federal Services Business acquired from N.E.T. Federal, Inc. on December 2, 2000, contributed $11.1 million for the three months ended December 31, 2001 and the November 1, 2001 acquisition of Digital Systems International Corporation (“DSIC”) contributed $9.2 million of the revenue increase in the second quarter of FY2002.
 
Revenue from the DoD increased 38.4% or $29.4 million for the second quarter of FY2002 as compared to the same period in FY2001. DoD revenue growth was due primarily to higher levels of managed network and engineering services business. The acquisitions of the Federal Services Business and DSIC contributed $18.0 million in revenue and the remaining $11.4 million of revenue growth was attributable to internal growth for the quarter.
 
Revenue from Federal Civilian Agencies increased 22.5% or 7.7 million, to $42.0 million for the three months ended December 31, 2001 as compared to the same period a year ago. Approximately 43.2% of Federal Civilian Agency revenue for the quarter was derived from the Department of Justice (“DoJ”), for whom the Company provides litigation support services and is developing and implementing an automated debt collection system. Revenue for DoJ was $18.2 million for the second quarter of FY2002 as compared to $16.3 for the same period in FY2001. The overall increase in Federal Civilian Agency revenue was mainly generated from continued growth in managed network services business, GSA schedule contracts and the Company’s work with DoJ.
 
Commercial revenue, which is primarily derived from the operations based in the United Kingdom, decreased by 16.8% or $2.6 million for the second quarter of FY2002. The decrease in Commercial revenue was largely the result of the Company’s exposure to the international telecom industry, which has been experiencing weakness and lower other direct costs, which are billed directly to clients in FY2002 as compared to FY2001.
 
Revenue from State and Local Governments decreased 77.4% or $6.0 million, to $1.8 million for the three months ended December 31, 2001 as compared to the same period a year ago. The decline in revenue was primarily due to two fixed-price state contracts. The Company’s continued and expanded focus on DoD and Federal Civilian Agency opportunities is resulting in a reduced emphasis in State and Local Governments.

 
The following table sets forth the relative percentage that certain items of expense and earnings bore to revenues for the quarter ended December 31, 2001 and December 31, 2000, respectively.
 
    
Second Quarter
    
Second Quarter Change
 
    
FY02
    
FY01
  
FY02
    
FY01
    
$
    
%
 
Revenue
  
$
162,329
 
  
$
133,812
  
100.0 
%
  
100.0 
%
  
$
28,517
 
  
21.3 
%
Costs and expenses:
                                  
Direct costs
  
 
99,597
 
  
 
81,460
  
61.4
 
  
60.9
 
  
 
18,137
 
  
22.3
 
Indirect costs & selling expenses
  
 
47,270
 
  
 
40,480
  
29.1
 
  
30.2
 
  
 
6,790
 
  
16.8
 
Depreciation & amortization
  
 
3,110
 
  
 
2,095
  
1.9
 
  
1.6
 
  
 
1,015
 
  
48.4
 
Goodwill amortization
  
 
—  
 
  
 
1,234
  
0.0
 
  
0.9
 
  
 
(1,234
)
  
(100.0
)
    
  
  
  
  
  
Total operating expenses
  
 
149,977
 
  
 
125,269
  
92.4
 
  
93.6
 
  
 
24,708
 
  
19.7
 
    
  
  
  
  
  
Income from operations
  
 
12,352
 
  
 
8,543
  
7.6
 
  
6.4
 
  
 
3,809
 
  
44.6
 
Interest expense
  
 
574
 
  
 
932
  
0.3
 
  
0.7
 
  
 
(358
)
  
(38.4
)
    
  
  
  
  
  
Earnings before income taxes
  
 
11,778
 
  
 
7,611
  
7.3
 
  
5.7
 
  
 
4,167
 
  
54.7
 
Income taxes
  
 
4,475
 
  
 
2,967
  
2.8
 
  
2.2
 
  
 
1,508
 
  
50.8
 
    
  
  
  
  
  
Income from continuing operations
  
 
7,303
 
  
 
4,644
  
4.5
 
  
3.5
 
  
 
2,659
 
  
57.3
 
Discontinued operations
                                             
Income (loss) from operations of discontinued Marketing Systems Group business
  
 
(58
)
  
 
122
  
0.0
 
  
0.1
 
  
 
(180
)
  
—  
 
Loss on disposal of Marketing Systems Group
  
 
(1,250
)
  
 
—  
  
(0.8
)
  
—  
 
  
 
(1,250
)
  
—  
 
    
  
  
  
  
  
Net Income
  
$
5,995
 
  
$
4,766
  
3.7
%
  
3.6
%
  
$
1,229
 
  
25.8 
%
    
  
  
  
  
  
 
Income from Operations.     Operating income increased 44.6% for the quarter December 31, 2001, as compared to the same period a year ago. The adoption of FAS 142, which discontinued the amortization of goodwill, accounted for 32.4% of the increase. The balance of the increase in operating income was due to increased revenues and lower indirect costs and selling expenses, as a percentage of revenue.
 
Direct costs include direct labor and other direct costs such as equipment purchases, subcontractor costs and travel expenses. Direct costs for the second quarter FY2002 increased 22.3%, as compared to the same period a year ago. The largest component of direct costs, direct labor, was $51.1 million and $40.8 million for the second quarter of FY2002 and FY2001, respectively. The increase in direct labor was due to the growth in our Federal Government business both in the Department of Defense and Federal Civilian Agencies as well as from the acquisitions of the Federal Services Business and DSIC. Other direct costs were $48.5 million and $40.6 million for the second quarter of FY2002 and FY2001, respectively. The increase in other direct costs was primarily from the same two acquisitions stated above.
 
Indirect costs and selling expenses include fringe benefits, marketing and bid & proposal costs, indirect labor and other discretionary costs. Portions of these are highly variable. As a percentage of revenue, indirect costs have decreased due to the growth in our Federal Government business and the acquisitions of Federal Services Business and DSIC.

 
Depreciation and amortization rose 48.4%, or $1.0 million, for the second quarter of FY2002, as compared to a year ago. The increase was primarily due to the amortization of completed software development projects for which all costs are being amortized based on current and future revenue with annual minimum amortization equal to straight-line amortization over the remaining estimated economic life.
 
As previously stated, effective July 1, 2001, the Company adopted Statements of Financial Accounting Standard Nos. 141 and 142, which relate to business combinations and the amortization of goodwill. In compliance with these recently issued accounting pronouncements, the Company recorded no amortization expense of its goodwill during the three months ended December 31, 2001.
 
Interest Expense.     Interest expense decreased 38.4% for the second quarter of FY2002. The decrease was attributable primarily to a significant decline in interest rates charged on our credit facility.
 
Income Taxes.     The effective income tax rate for the three months ended December 31, 2001, was 38% versus 39% for the same period a year ago.
 
Results of Operations For the Six Months Ended December 31, 2001 and 2000.
 
Revenues.     The table below sets forth revenues by customer with related percentages of total revenues for the six months ended on December 31, 2001, (FY2002) and December 31, 2000 (FY2001), respectively:
 
    
Year to Date
    
Year to Date Change
 
(dollars in thousands)
  
FY2002
    
FY2001
    
$’s
    
%
 
Department of Defense
  
$
195,859
  
63.5
%
  
$
143,750
  
55.6
%
  
$
52,109
 
  
36.2
%
Federal Civilian Agencies
  
 
79,701
  
25.9
%
  
 
71,346
  
27.6
%
  
 
8,355
 
  
11.7
%
Commercial
  
 
25,205
  
8.2
%
  
 
30,279
  
11.7
%
  
 
(5,074
)
  
(16.8
)%
State & Local Governments
  
 
7,379
  
2.4
%
  
 
13,243
  
5.1
%
  
 
(5,864
)
  
(44.3
)%
    
  
  
  
  
  
Total
  
$
308,144
  
100.0
%
  
$
258,618
  
100.0
%
  
$
49,526
 
  
19.2
%
    
  
  
  
  
  
 
Revenue.     For the six months ended December 31, 2001, the Company’s total revenue increased 19.2%, or $49.5 million, over the same period last year. Revenue growth for the first half of FY2002 was driven primarily by higher levels of managed network and engineering services business from Federal Government customers. The Federal Services Business acquired from N.E.T. Federal, Inc. on December 2, 2000, contributed $23.9 million in revenue for the six month period ended December 31, 2001 and the November 1, 2001 acquisition DSIC contributed $9.2 million of the revenue increase for the first half of FY2002.
 
DoD revenue increased 36.2%, or $52.1 million for the first six months of FY2002 as compared to the same period in FY2001. The acquisitions of the Federal Services Business and DSIC accounted for the majority of the growth, contributing $30.4 million in revenue. Contracts with the U.S. Army, U.S. Navy, U.S. Air force, and the Defense Information Service Agency (DISA), either obtained through acquisitions or from internal growth, were the primary contributors to the increase in revenue for the first six months of FY2002.
 
Revenue from Federal Civilian Agencies increased 11.7%, or $8.4 million, to $79.7 million for the first six months of FY2002 as compared to the first half of FY2001. Approximately 45.0% of Federal Civilian Agency revenue for first six months was derived from DoJ, for whom the Company provides litigation support services and is developing and implementing an automated debt collection system. Revenue for DoJ was $35.8 million for the six months ended December 31, 2001 as compared to $34.9 million for the same period in FY2001. The overall increase in Federal Civilian Agency revenue was mainly generated from continued growth in managed network services business, GSA contracts and the Company’s work with DoJ.
 
Commercial revenue, which is primarily derived from the operations based in the United Kingdom, decreased by 16.8%, or $5.1 million for the first six months of FY2002. The decrease in Commercial revenue was largely the

result of exposure to the international telecom industry, which has been experiencing weakness, and lower other direct costs, which are billed directly to clients and recorded as revenue, in FY2002 as compared to FY2001.
 
Revenue from State and Local Governments decreased 44.3%, or $5.9 million, to $7.4 million for the six months ended December 31, 2001, as compared to the same period a year ago. The decline in revenue was primarily due to two fixed-price state contracts. The Company’s continued and expanded focus on DoD and Federal Civilian Agency opportunities is resulting in a reduced emphasis in State and Local Governments.
 
The following table sets forth the relative percentage that certain items of expense and earnings bore to revenues for the six months ended December 31, 2001 and December 31, 2000, respectively.
 
    
Year to Date
    
Year to Date Change
 
    
FY02
    
FY01
  
FY02
    
FY01
    
$
    
%
 
Revenue
  
$
308,144
 
  
$
258,618
  
100.0 
%
  
100.0 
%
  
$
49,526
 
  
19.2 
%
Costs and expenses:
                                             
Direct costs
  
 
188,087
 
  
 
157,029
  
61.0
 
  
60.7
 
  
 
31,058
 
  
19.8
 
Indirect costs & selling expenses
  
 
90,663
 
  
 
78,930
  
29.4
 
  
30.5
 
  
 
11,733
 
  
14.9
 
Depreciation & amortization
  
 
5,547
 
  
 
3,991
  
1.8
 
  
1.6
 
  
 
1,556
 
  
39.0
 
Goodwill amortization
  
 
—  
 
  
 
2,344
  
0.0
 
  
0.9
 
  
 
(2,344
)
  
(100.0
)
    
  
  
  
  
  
Total operating expenses
  
 
284,297
 
  
 
242,294
  
92.2
 
  
93.7
 
  
 
42,003
 
  
17.3
 
    
  
  
  
  
  
Income from operations
  
 
23,847
 
  
 
16,324
  
7.8
 
  
6.3
 
  
 
7,523
 
  
46.1
 
Interest expense
  
 
1,221
 
  
 
1,583
  
0.4
 
  
0.6
 
  
 
(362
)
  
(22.9
)
    
  
  
  
  
  
Earnings before income taxes
  
 
22,626
 
  
 
14,741
  
7.4
 
  
5.7
 
  
 
7,885
 
  
53.5
 
Income taxes
  
 
8,597
 
  
 
5,748
  
2.8
 
  
2.2
 
  
 
2,849
 
  
49.6
 
    
  
  
  
  
  
Income from continuing operations
  
 
14,029
 
  
 
8,993
  
4.6
 
  
3.5
 
  
 
5,036
 
  
56.0
 
Discontinued operations
                                             
Income (loss)from operations of discontinued Marketing Systems Group business
  
 
(209
)
  
 
125
  
(0.1
)
  
0.0
 
  
 
(334
)
  
—  
 
Loss on disposal of Marketing Systems Group
  
 
(1,250
)
  
 
—  
  
(0.4
)
  
—  
 
  
 
(1,250
)
  
—  
 
    
  
  
  
  
  
Net Income
  
$
12,570
 
  
$
9,118
  
4.1 
%
  
3.5 
%
  
$
3,452
 
  
37.9 
%
    
  
  
  
  
  
 
Income from Operations.     Operating income increased 46.1% for the six months ended December 31, 2001, as compared to the same period a year ago. The adoption of SFAS 142, which discontinued the amortization of goodwill, accounted for approximately 31.2% of the increase. The balance of the increase in operating income was due to increased revenues and lower indirect costs and selling expenses, as a percentage of revenue.
 
Direct costs include direct labor and other direct costs such as equipment purchases, subcontractor costs and travel expenses. Direct costs for the first half of FY2002 increased 19.8%, as compared to the same period a year ago. As a percentage of revenue, direct costs were relatively constant at 61.0% in the first half of FY2002 and 60.7% in the first half of FY2001. The largest component of direct costs, direct labor, was $96.8 million and $80.2 million, for the six months ended December 31, 2001 and 2000, respectively. The increase in direct labor was due to the growth in our Federal Government business both in the Department of Defense and Federal Civilian Agencies as well as from the acquisitions of Federal Services Business and DSIC. Other direct costs were $91.3 million and $76.8 million for the first six months of FY2002 and FY2001, respectively. The increase in other direct costs was primarily from the same two acquisitions.

 
Indirect costs and selling expenses include fringe benefits, marketing and bid & proposal costs, indirect labor and other discretionary costs. Portions of these are highly variable. As a percentage of revenue, indirect costs have decreased due to the growth in our Federal Government business and the acquisitions of Federal Services Business and DSIC.
 
Depreciation and amortization rose 39.0%, or $1.6 million, to $5.5 million for the six months ended December 31, 2001, as compared to a year ago. The increase was primarily due to the amortization of completed software development projects for which all costs are being amortized based on current and future revenue with annual minimum amortization equal to straight-line amortization over the remaining estimated economic life.
 
As previously stated, effective July 1, 2001, the Company adopted Statements of Financial Accounting Standard Nos. 141 and 142, which relate to business combinations and the amortization of goodwill. In compliance with these recently issued accounting pronouncements, the Company recorded no amortization expense of its goodwill during the six months ended December 31, 2001.
 
Interest Expense.     Interest expense decreased 22.9%, to $1.2 million for the six months ended December 31, 2001. The decrease was attributable primarily to a significant decline in interest rates.
 
Income Taxes.     The effective income tax rate for the first half of FY2002, was 38% versus 39% for the same period a year ago.
 
Liquidity and Capital Resources
 
Cash provided by operating activities for the six months ended December 31, 2001 and 2000 was $12.9 million and $5.8 million, respectively. The primary reason for this increase, period over period, was a $3.5 million increase in net income and a $12.6 million decrease in accounts receivable. In FY2002, cash provided by operating activities was generated primarily from net income of $12.6 million. In FY2001, cash provided by operating activities was principally due to net income of $9.1 million, increases in accrued compensation and benefits and income taxes payable.
 
Cash used in investing activities was $47.1 million for the six months ended December 31, 2001, compared to $34.1 million for the same period a year ago. Investing activities included purchase of property and equipment, purchases of businesses and related intangible assets.
 
Cash provided by financing activities was $33.3 million for the six months ended December 31, 2001, compared to $30.2 million for the same period a year ago. The primary sources of cash provided by financing activities was from net borrowings under the line of credit facility of $20.9 million in FY2002 and $35.5 million in FY2001, proceeds from exercised stock options of $12.5 million and $2.0 million in FY2002 and FY2001, respectively.
 
At December 31, 2001, the Company had an unsecured revolving line of credit that permitted borrowings of up to $125.0 million with an annual sublimit of $40.0 million on amounts borrowed for acquisitions. On February 4, 2002, the Company replaced this credit facility with a new five-year unsecured credit agreement, which increased the Company’s borrowing limit to $185.0 million and its annual sublimit for acquisitions to $75.0 million. As of February 7, 2002 the applicable interest rate was equal to LIBOR plus a margin rate of 0.875%. The Company also pays a fee on the unused portion of the facility. The margin rate and unused portion fee are determined quarterly based on leverage, new worth and fixed charge coverage ratios. The Company’s United Kingdom subsidiary also maintains a £0.5 million unsecured line of credit, which expires in November 2002. At December 31, 2001, the Company had approximately $69.8 million outstanding under its lines of credit.
 
The Company believes that cash on hand, cash generated by operations and amounts available under its lines of credit will provide the required liquidity and capital resources for the foreseeable future.
 
The Company’s ability to generate cash from operations depends to a significant extent on winning new contracts and recompeted contracts from the Company’s government customers in competitive bidding processes. If a significant portion of the Company’s government contracts were terminated or if its win rate on new contracts or recompeted contracts were to decline significantly, the Company’s operating cash flow would decrease, which would adversely affect its liquidity.
 
Historically, the Company has relied on borrowings under its credit facility and cash generated from operations to finance its acquisitions. Under the Company’s new credit facility, it will be able to borrow up to $75.0 million for acquisitions, but only if it complies with specified financial ratios and other convenants under that facility. For example, at the end of each fiscal quarter the Company’s consolidated leverage ratio, or the ratio of its consolidated debt to its consolidated earnings before interest, taxes, depreciation and amortization, or EBITDA, for the previous four quarters may not exceed 3.0x. As of December 31, 2001, its consolidated leverage ratio was 1.2.
 
The Company’s inability to finance acquisitions for any prolonged period of time would seriously affect its ability to execute its growth strategy and would harm its financial condition and results of operations.

 
PART II
 
OTHER INFORMATION
 
Item 3.    Legal Proceedings
 
Appeal of CACI International Inc, ASBCA No. 53058
 
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, 2001, for the most recently filed information concerning the appeal filed on September 27, 2000, with the Armed Services Board of Contract Appeals (“ASBCA”) challenging the Defense Information Systems Agency’s (“DISA”) denial of its claim for breach of contract damages. The Registrant’s appeal seeks damages arising from DISA’s breach of license agreement pursuant to which the Department of Defense agreed to conduct all electronic data interchanges (which can be broadly understood to mean e-commerce) exclusively through certified value-added networks, such as the network maintained by the Registrant’s wholly-owned subsidiary, CACI, INC.-FEDERAL, for the period from September 2, 1994 through April 22, 1998. By decision of March 22, 2001, in the companion case of GAP Instrument Corporation, ASBCA No.51658 (2001), the ASBCA held that the Government’s failure to conduct all electronic data interchanges exclusively through certified value-added networks constituted a breach of contract.
 
Registrant is working with DISA to develop damage issues for negotiation.
 
Item 4.    Submission of Matters to a Vote of Security Holders
 
On November 29, 2001, the Company held its Annual Meeting of Stockholders to (1) elect ten directors to hold office until our 2002 annual meeting of stockholders and (2) to ratify the appointment of Deloitte & Touche LLP as independent auditors for the current fiscal year. There was no solicitation in opposition to the persons nominated by the board of directors, and all ten of the board’s nominees were elected. The votes cast are set forth below:
 
Nominee
  
Votes for Nominee
  
Votes Withheld
Peter A. Derow
  
10,226,346
  
108,306
Richard L. Leatherwood
  
10,225,745
  
108,907
J.P. London
  
8,905,601
  
1,429,051
Warren R. Phillips
  
10,225,805
  
108,847
Charles P. Revoile
  
9,710,491
  
624,161
Glenn Ricart
  
10,226,005
  
108,647
Vincent L. Salvatori
  
10,225,470
  
109,182
William P. Snyder
  
10,225,899
  
108,753
Richard P. Sullivan
  
10,225,306
  
109,346
John M. Toups
  
10,224,364
  
110,288
 
The stockholders also approved the ratification of the appointment of Deloitte & Touche LLP as independent auditors for the current fiscal year. A total of 10,317,213 shares were voted for the proposal, 6,457 shares were voted against the proposal and holders of 10,988 shares abstained.
 
Item 5.    Other Information
 
Forward Looking Statements
 
There are statements made herein which may 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 factors that could cause actual results to differ materially from anticipated results. The factors that could cause actual results to differ materially from those anticipated include, but are not limited to, the following: regional and national economic conditions in the United States and United Kingdom; changes in interest rates; currency fluctuations; failure to achieve contract awards in connection with recompetes for present business and/or competition for new business; the risks and uncertainties associated with client interest in and purchases of new products and/or services; continued funding of U.S. Government or other public sector projects in the event of a priority need for funds (such as the war on terrorism or homeland defense); government contract procurement (such as bid protests and small business set-asides) and termination risks; individual business decisions of our clients; paradigm shifts in technology; competitive factors such as pricing pressures and competition to hire and retain employees; our ability to complete acquisitions appropriate to achievement of our strategic plans; material changes in laws or regulations applicable to our businesses including, but not limited to laws related to outsourcing and competitive award of tasks under GSA schedule contracts; our own ability to achieve the objectives of near term or long range business plans; and other risks described in the Company’s Securities and Exchange Commission filings.

The factors that could cause actual results to differ materially from those anticipated include, but are not limited to, the following: regional and national economic conditions in the United States and United Kingdom; changes in interest rates; currency fluctuations; failure to achieve contract awards in connection with recompetes for present business and/or competition for new business; the risks and uncertainties associated with client interest in and purchases of new products and/or services; continued funding of U.S. Government or other public sector projects in the event of a priority need for funds (such as the war on terrorism or homeland defense); government contract procurement (such as bid protests and small business set-asides) and termination risks; individual business decisions of our clients; paradigm shifts in technology; competitive factors such as pricing pressures and competition to hire and retain employees; our ability to complete acquisitions appropriate to achievement of our strategic plans; material changes in laws or regulations applicable to our businesses including, but not limited to laws related to outsourcing and competitive award of tasks under GSA schedule contracts; our own ability to achieve the objectives of near term or long range business plans; and other risks described in the Company’s Securities and Exchange Commission filings.
 
Item 6.    Exhibits and Reports on Form 8-K
 
 
•
 
The Registrant filed a Current Report on Form 8-K on February 7, 2002, in which the Registrant reported that it had completed a new credit facility.
 
 
•
 
The Registrant filed a Current Report on Form 8-K on November 14, 2001, in which the Registrant reported that it had completed its acquisition of all of the common stock of Digital Systems International Corporation.
 
 
•
 
The Registrant filed a Current Report on Form 8-K on November 13, 2001, in which the Registrant reported that a 100 percent stock dividend had been declared on its common stock, having the effect of a two-for-one stock split.
 
 
•
 
The Registrant filed a Current Report on Form 8-K on November 9, 2001, in which the Registrant reported that pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, officers, directors, and other insiders may enter into trading plans or arrangements for systematic trading in the Company’s securities.

 
CACI INTERNATIONAL INC AND SUBSIDIARIES
 
INDEX TO EXHIBITS
(UNAUDITED)
 
Exhibit Number
  
Title
11
  
Computation of Basic and Diluted Earnings Per Share

 
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 hereunto duly authorized.
 
       
CACI I NTERNATIONAL I NC
Registrant
Date:
         
By:
 
/s/
   
         
Dr. J. P. London
Chairman of the Board,
Chief Executive Officer and Director
(Principal Executive Officer)
Date:
         
By:
 
/s/
   
         
Stephen L. Waechter
Chief Financial Officer and Treasurer
(Principal Financial Officer)
 

EXHIBIT 11
 
CACI INTERNATIONAL INC AND SUBSIDIARIES
 
COMPUTATION OF EARNINGS PER SHARE (UNAUDITED)
 
    
Three Months Ended December 31,
  
Six Months Ended December 31,
    
2001
  
2000
  
2001
  
2000
Net income
  
$
5,995
  
$
4,766
  
$
12,570
  
$
9,118
Average number of shares outstanding during the period
  
 
23,464
  
 
22,482
  
 
23,204
  
 
22,596
Dilutive effect of stock options after application of treasury stock method
  
 
873
  
 
308
  
 
775
  
 
322
Average number of shares outstanding during the period
  
 
24,337
  
 
22,790
  
 
23,979
  
 
22,918
    
  
  
  
Basic earnings per share
  
$
0.26
  
$
0.22
  
$
0.54
  
$
0.41
    
  
  
  
Diluted earnings per share
  
$
0.25
  
$
0.21
  
$
0.52
  
$
0.40