|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
| Form 8-K |
| CURRENT REPORT |
|
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 |
|
April 21, 2004
(Date of Report) |
|
CACI International Inc
(Exact name of registrant as specified in its Charter) |
|
Delaware
(State of other jurisdiction of incorporation) |
0-8401
(Commission File Number) |
54-1345899
(IRS Employer Identification Number) |
|
1100 N. Glebe Road
Arlington, Virginia 22201 (Address of principal executive offices)(ZIP code) |
|
(703) 841-7800
(Registrants telephone number, including area code) |
ITEM 9: REGULATION FD DISCLOSURE
On April 21, 2004 the Registrant released its
financial results for the third quarter and first nine months of fiscal year 2004.
A copy of the Registrants press release
announcing the financial results as well as the schedule for a conference call and
"web cast" on April 22, 2004 is attached as Exhibit 99 to this current report
on Form 8-K.
EXHIBITS
Exhibit
Number
99
Press Release dated April 21, 2004, announcing CACIs financial
results for the third quarter and first nine months of fiscal year 2004.
SIGNATURE
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 International Inc
Registrant
By:
Jeffrey P. Elefante
Jeffrey P. Elefante
Executive Vice President,
General Counsel and Secretary
| Exhibit 99 |
| CACI Reports Record Third Quarter and Nine Months Results |
|
Net Income Up 38% for the Quarter to
$15.8 Million
Revenue Up 30% for the Quarter to $288.4 Million Trailing Twelve Month Revenue Exceeds $1 Billion Company Increases Guidance for Fiscal Year 2004 |
| ARLINGTON, Va., April 21, 2004/PRNewswire-FirstCall/ CACI International Inc (NYSE: CAI), a leading information technology and network solutions provider to the federal government, announced today record results for its third fiscal quarter and nine months ending March 31, 2004. Net income for the third quarter of Fiscal Year 2004 (FY04) increased 38 percent, while revenue was up 30 percent compared to the third quarter of Fiscal Year 2003 (FY03). For the first nine months of FY04, net income was up 37 percent, while revenue was up 28 percent versus a year ago. |
| The increase in earnings and revenue in the quarter and for the first nine months of FY04 resulted from continuing growth in CACIs systems integration, engineering services, and knowledge management offerings of its domestic operations. This growth is a result of the companys strategic focus on national security, the global war on terrorism, and the reshaping of the way government agencies communicate, use and disseminate information, deliver services, and conduct business. |
| Third Quarter Margin Increase Driven by Operational Efficiencies and Mix of Business |
| Net income for the third quarter of FY04 was $15.8 million, or $0.53 per diluted share, an increase of 38 percent over net income of $11.5 million, or $0.39 per diluted share, reported in the third quarter of FY03. Revenue for the quarter was $288.4 million, an increase of 30 percent over third quarter FY03 revenue of $222.0 million. Operating income in the quarter was $25.2 million, an increase of 41 percent over third quarter FY03 operating income of $17.9 million. For the third quarter, the operating margin increased to 8.7 percent from 8.0 percent a year earlier. |
| The increased operating margin was driven primarily by continued operational efficiencies and a favorable mix of business. The growth of the companys operations, including recent acquisitions, continued to be driven by increased demand for mission-critical support for intelligence community customers, systems integration, engineering and logistics, and knowledge management support for the Department of Defense (DoD) and civilian agencies. Internal revenue growth for the company for the quarter was 11 percent. |
| Third Quarter Highlights |
| The following highlights occurred during the third fiscal quarter: |
| | Contract awards for the quarter totaled approximately $395 million. |
| | Operating cash flow for the quarter improved by $25.9 million. |
| | Revenue from DoD customers increased 37 percent, driven primarily by higher demand from customers such as strategic and tactical organizations in the military intelligence community, the U.S. Armys Intelligence and Security Command, the U.S. Navys Chief of Naval Aviation, and the Naval Surface Warfare Command. |
| 1 |
| | Federal civilian agency revenue grew 17 percent primarily from higher volumes of work for customers such as the Department of Justice, the Securities and Exchange Commission, and other federal civilian agencies. |
| | The acquisition of CMS Information Services, Inc. (CMS), which closed on March 1, 2004, broadens CACIs expertise in network solutions, financial management systems, and software engineering and integration. |
| | The agreement to purchase the assets of the Defense and Intelligence Business Group of American Management Systems (AMS), with estimated revenue of $250 million in calendar year 2003, was announced. |
| Nine Months FY04 Results Continue to Reflect Increasing Profitability and Growth in Key Areas |
| Net income for the first nine months of FY04 was $43.0 million, or $1.44 per diluted share, an increase of 37 percent over net income of $31.4 million, or $1.07 per diluted share, reported for the first nine months of FY03. For the first nine months of FY04, revenue increased 28 percent, to $787.5 million, compared with $614.5 million reported in the same period of FY03. Operating income for the first nine months of FY04 was $69.0 million, up 40 percent over operating income of $49.3 million reported a year earlier. The operating margin in the first nine months of FY04 improved to 8.8 percent from 8.0 percent a year earlier. The higher operating margin was driven primarily by operational cost efficiencies, cost synergies associated with acquisitions, and a favorable mix of business. |
| Revenue growth was driven by increased demand from federal government customers, such as those noted in the third quarter above. Internal revenue growth was 12 percent for the first nine months of the companys FY04. |
| Commentary |
| Commenting on the results, Dr. J.P. London, CACIs Chairman, President, and Chief Executive Officer, said, Our trailing twelve months revenue exceeded $1 billion for the first time in CACIs history. We are extremely pleased to have surpassed this goal one year ahead of our original plan. Our third quarter results were driven by our focus on national priorities and the influx of mission critical work we have been experiencing since the beginning of this fiscal year. Worldwide, we continued to increase the number of CACI employees who directly support our clients. Over ten percent of our employees are located outside of the United States. We expanded our operating margins relative to last year. We saw our operating cash flow improve significantly. We announced contract awards with long-term clients as well as an award with new clients in the Social Security Administration as a result of our acquisition of CMS on March 1, 2004. Finally, we announced that we are working on the largest acquisition in CACIs 42-year history: the purchase of the defense and intelligence business of American Management Systems, which will rapidly expand our presence in the Department of Defense and intelligence community going forward. |
| Dr. London continued, Looking ahead to the final quarter of our FY04, we anticipate a successful completion of the AMS transaction. Having had the opportunity to personally meet several of their key customers and a large number of their employees, we are very enthusiastic in welcoming them to the CACI team. The AMS transaction is a major step toward CACIs stated goal of becoming a $2 billion enterprise by our Fiscal Year 2008, with increasing value to our shareholders. With our current revenue run rate and the AMS transaction in place, we anticipate that CACIs Fiscal Year 2005 (FY05) revenue should approach $1.5 billion, and that we should be able to continue to enhance our profit margins. We believe that through the combination of our growing base of business and this transaction we can continue to deliver enhanced value to our clients and to our shareholders. |
| Update on Purchase of Defense and Intelligence Business Group of American Management Systems |
| Progress has been made toward a near term closing of CACIs acquisition of the Defense and Intelligence Group of AMS. Sufficient shares have been tendered to CGI, Inc. to ensure that CGI will acquire control of AMS, and CGI has extended its offer until late April in an effort to capture at least 90% of all shares outstanding. Both CACI and CGI have passed the Hart Scott Rodino regulatory hurdle without comment from regulators. The companies now are awaiting the close of the extended tender offer period and receipt of Exon-Florio approval before CACIs acquisition can be closed. |
| 2 |
| Company Guidance Increased for Remainder of FY04 |
| The company also increased its guidance for its full year FY04, and issued updated guidance for its fourth fiscal quarter. This guidance excludes any revenue or income from the pending purchase of the Defense and Intelligence Business Group of AMS. The table below summarizes the guidance ranges for each of those periods and shows the change over the same periods in FY03: |
|
(In millions except for
earnings
per share) |
Q404
|
Change
|
Total
FY04
|
Change
|
||||
| Revenue | $295-$305 | 29%-33% | $1,083-$1,093 | 28%-30% | ||||
| Net Income | $16.5-$17.1 | 24%-29% | $59.5-$60.1 | 33%-34% | ||||
| Diluted earnings per share | $0.55-$0.57 | 22%-27% | $1.99-$2.01 | 31%-32% | ||||
| Diluted weighted average shares | 30.1 | 29.9 | ||||||
| Investors are reminded that actual results may differ from these estimates for the reasons described at the end of this release. |
| Conference Call Information |
| The company has scheduled a conference call for 8:30 AM Eastern time Thursday, April 22nd, during which management will be making a brief presentation focusing on third quarter results, operating trends and its expectations. A question-and-answer session will follow to allow further discussion of the results and the companys future expectations. Interested parties can listen to the conference call and view the accompanying exhibits over the Internet by logging on to CACIs Internet site at www.caci.comat the scheduled time. A replay of the call will also be available over the Internet beginning at 1:00 PM Eastern time Thursday, April 22nd, and can be accessed through CACIs homepage (www.caci.com) by clicking on the CACI Investor Info button. |
| About CACI |
| CACI International Inc provides the IT and network solutions needed to prevail in todays new era of defense, intelligence, and e-government. From systems integration and managed network solutions to knowledge management, engineering, simulation, and information assurance, we deliver the IT applications and infrastructures our federal customers use to improve communications and collaboration, secure the integrity of information systems and networks, enhance data collection and analysis, and increase efficiency and mission effectiveness. Our solutions lead the transformation of defense and intelligence, assure homeland security, enhance decision-making, and help government to work smarter, faster, and more responsively. CACI, a member of the Russell 2000 and S&P SmallCap 600 indices, provides dynamic careers for approximately 7,600 employees working in over 100 offices in the U.S. and Europe. CACI is the IT provider for a networked world. Visit CACI on the web at www.caci.com. |
| 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, (the UK economy is experiencing a downturn that affects the Registrants UK operations) including conditions that result from terrorist activities or war; 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, particularly in the event of a priority need for funds, such as homeland security, the war on terrorism or rebuilding Iraq; government contract procurement (such as bid protest, small business set asides, etc.) |
| 3 |
| and termination risks; the results of the amended appeal of CACI International Inc, ASBCA No. 53058; the financial condition of our clients; paradigm shifts in technology; competitive factors such as pricing pressures and competition to hire and retain employees; our ability to complete and successfully integrate acquisitions appropriate to achievement of our strategic plans; our ability to complete performance of fixed price contracts within contract value; material changes in laws or regulations applicable to our businesses, particularly legislation affecting (i) outsourcing of activities that have been performed by the government; and (ii) competition for task orders under Government Wide Acquisition Contracts (GWACs) and/or schedule contracts with the General Services Administration; our own ability to achieve the objectives of near term or long range business plans; and other risks described in the Companys Securities and Exchange Commission filings. |
| (Financial tables follow) |
| 4 |
Quarter Ended
Nine Months Ended
3/31/2004
3/31/2003
3/31/2004
3/31/2003
Revenue
$288,411
$222,016
$787,507
$614,505
Costs and Expenses
Direct costs
179,440
139,427
488,729
380,038
Indirect costs and selling expenses
79,377
61,696
217,441
176,398
Depreciation and amortization
4,382
3,040
12,384
8,730
Operating expenses
263,199
204,163
718,554
565,166
Operating income
25,212
17,853
68,953
49,339
Interest income
(212
(477
(631
(958
Income before income taxes
25,424
18,330
69,584
50,297
Income taxes
9,662
6,872
26,592
18,863
Net income
$15,762
$11,458
$42,992
$31,434
Basic earnings per share
$0.54
$0.40
$1.48
$1.10
Diluted earnings per share
$0.53
$0.39
$1.44
$1.07
Weighted average shares used in
Basic
29,126
28,718
29,022
28,620
Diluted
29,935
29,461
29,875
9,420
Summary Financial Tables
CACI International Inc
Consolidated Statements of Operations
(Amounts in thousands, except per share amounts)
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
)
)
)
)
per share computations:
Statement of Operations Margin
Data
Quarter Ended
Nine Months Ended
3/31/2004
3/31/2003
3/31/2004
3/31/2003
Gross profit margin
37.8%
37.2%
37.9%
38.2%
Operating profit margin
8.7%
8.0%
8.8%
8.0%
Net profit margin
5.5%
5.2%
5.5%
5.1%
| 5 |
3/31/2004
6/30/2003
(Unaudited)
ASSETS:
Current assets
Cash and cash equivalents
$22,634
$73,735
Marketable securities
576
15,291
Accounts receivable, net
Billed
247,293
179,202
Unbilled
20,691
18,891
Total accounts receivable, net
267,984
198,093
Other current assets
11,693
10,791
Total current assets
302,887
297,910
Property and equipment, net
20,271
18,634
Goodwill & intangible assets, net
263,600
218,708
Other
36,359
26,798
Total assets
$623,117
$562,050
LIABILITIES & SHAREHOLDERS EQUITY:
Current liabilities
Notes payable
$1,632
$4,558
Accounts payable
16,332
20,739
Accrued compensation & benefits
54,271
44,460
Other current liabilities
40,182
45,568
Total current liabilities
112,417
115,325
Notes payable, long-term
880
-
Postretirement obligations
23,017
14,619
Other long-term liabilities
8,545
10,571
Shareholders equity
478,258
421,535
Total liabilities & shareholders equity
$623,117
$562,050
Summary Financial Tables
(continued)
CACI International Inc
Condensed Consolidated Balance Sheets
(Amounts in thousands)
| 6 |
Nine Months Ended
3/31/2004
3/31/2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$42,992
$31,434
Reconciliation of net income to net cash provided
Depreciation and amortization
12,384
8,730
Provision (benefit) for deferred income
taxes
(3,173
1,796
Changes in operating assets and liabilities, net of
Accounts receivable, net
(39,830
(23,497
Other current assets
(5,650
(4,441
Accounts payable and accrued expenses
(707
13,578
Accrued compensation & benefits
6,142
3,559
Other current liabilities
(6,568
2,944
Other liabilities
7,426
4,359
Net cash provided by operating activities
13,016
38,462
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property & equipment
(5,598
(6,341
Purchases of businesses, net of cash acquired
(79,014
(55,357
Proceeds from sales of marketable securities, net
15,228
4,753
Other assets
(2,133
993
Net cash used in investing activities
(71,517
(55,952
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments under line-of-credit
-
(25,000
Proceeds from stock options exercised
6,911
3,422
Net proceeds from stock purchase plans
2,416
-
Purchase of common stock for treasury
(3,667
(105
Net cash provided by (used in) financing activities
5,660
(21,683
Effect of exchange rates on cash and equivalents
1,740
783
Net decrease in cash and equivalents
(51,101
(38,390
Cash and equivalents, beginning of period
73,735
131,049
Cash and equivalents, end of period
$22,634
$92,659
Summary Financial Tables
(continued)
CACI International Inc
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
(Unaudited)
by operating activities
)
effect of business acquisitions
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
| 7 |
Quarter Ended
(dollars in thousands)
3/31/2004
3/31/2003
$ Change
% Change
Department of Defense
$195,390
67.7%
$142,557
64.2%
$52,833
37.1%
Federal Civilian Agencies
74,092
25.7%
63,218
28.5%
10,874
17.2%
Commercial
14,739
5.1%
12,526
5.6%
2,213
17.7%
State and Local Government
4,190
1.5%
3,715
1.7%
475
12.8%
Total
$288,411
100.0%
$222,016
100.0%
$66,395
29.9%
Nine Months Ended
(dollars in thousands)
3/31/2004
3/31/2003
$ Change
% Change
Department of Defense
$517,052
65.7%
$391,341
63.7%
$125,711
32.1%
Federal Civilian Agencies
218,837
27.8%
173,868
28.3%
44,969
25.9%
Commercial
39,417
5.0%
39,386
6.4%
31
0.1%
State and Local Government
12,201
1.5%
9,910
1.6%
2,291
23.1%
Total
$787,507
100.0%
$614,505
100.0%
$173,002
28.2%
Summary Financial Tables
(continued)
Revenue by Customer Type
|
SOURCE CACI International Inc
-0- 04/21/2004 /CONTACT: David Dragics, Vice President, Investor Relations, +1-703-841-7835, ddragics@caci.com, Jody Brown, Senior Vice President, Public Relations, +1-703-841-7801, jbrown@caci.com, both of CACI International Inc/ /Web site: http://www.caci.com/ (CAI) |
|
CO: CACI International Inc
ST: Virginia IN: CPR NET ARO SU: ERN ERP CCA |
| 8 |