U.S. 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

January 30, 2008
(Date of Report)

CACI International Inc
(Exact name of registrant as specified in its Charter)

Delaware
 
001-31400
 
54-1345899
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)

1100 N. Glebe Road
Arlington, Virginia 22201
(Address of Principal executive offices)(ZIP code)

(703) 841-7800
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
____________________________
 
 
 
 
 
ITEMS 2.02
and 7.01:
RESULTS OF OPERATIONS AND FINANCIAL CONDITION; REGULATION FD DISCLOSURE

On January 30, 2008, the Registrant released its financial results for the second quarter of fiscal year 2008.

A copy of the Registrant’s press release announcing the financial results as well as the schedule for a conference call and “web cast” on January 31, 2008 is attached as Exhibit 99 to this current report on Form 8-K.

ITEM 9.01:
FINANCIAL STATEMENTS AND EXHIBITS

(d)   Exhibits

Exhibit 99
Press Release dated January 30, 2008 announcing CACI’s financial results for the second quarter of fiscal year 2008.

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: /s/ Arnold D. Morse      
 
Arnold D. Morse
Senior Vice President,
Chief Legal Officer and Secretary
   
         
 
 
CACI Reports Fiscal 2008 Second Quarter Results
 
Revenue increased 21 percent to record $577.8 million
Organic revenue growth rate of 10.7 percent
Operating income increased 3.6 percent to $38.3 million
Intelligence Community revenue increased 46 percent
 
Arlington, Va., January 30, 2008  - CACI International Inc (NYSE: CAI), a leading professional services and information technology solutions provider to the federal government, announced results today for its second fiscal quarter and first six months ended December 31, 2007. CACI provides innovative solutions to meet America’s needs in national security, intelligence, homeland security, and the transformation of government, and is a leading strategic consolidator in its market space.
 
Second Quarter Results
 
For the second quarter of Fiscal Year 2008 (FY08), we reported record revenue of $577.8 million, up 21.2 percent over second quarter of Fiscal Year 2007 (FY07) revenue of $476.9 million. The increase during the quarter was driven by both organic and acquired revenue. Operating income for the quarter was $38.3 million, up 3.6 percent, compared with operating income of $37.0 million in the year earlier quarter. The operating margin was 6.6 percent compared with 7.8 percent in the second quarter of FY07. The change in the operating margin was primarily due to a shift in the timing of contract award fees, and to continuing higher subcontractor content integral to the solutions we deliver to our clients. While income before taxes for the quarter was approximately equal to the $31.6 million reported in the second quarter of FY07, our tax rate increased to 39.2 percent from 35.2 percent in the year earlier quarter. The tax rate reported in the second quarter of FY07 was favorably impacted by the R&D tax credit legislation enacted in December 2006. As a result of the higher tax rate in FY08, net income for the second quarter was $19.2 million, or $0.63 per diluted share, compared with $20.5 million, or $0.65 per diluted share, for the second quarter of FY07. Days sales outstanding at the end of the quarter were 74 compared with 72 days at the end of the second quarter of FY07.
 
Second Quarter Highlights

Major highlights and accomplishments during the second quarter of FY08 include:

 
·
Contract awards with an estimated value of $444 million, approximately 75 percent of which is new work. The awards in the quarter include:
 
o
A five-year, $60 million task order under the U.S. Army Field and Installation Readiness Support Team (FIRST) contract to provide professional services and technical support to the Ft. Bliss Directorate of Logistics. This new award with a new client positions us to leverage and expand our core competency in logistics and readiness.
 
o
A five-year, $25 million task order from the U.S. Navy to provide professional services and business systems solutions for the Naval Sea Systems Command’s Naval Shipyard Training and Education Program (NSTEP). This award continues support we have provided to this client since 1992.
 
o
Approximately $243 million in awards to support the Intelligence Community. In addition, we were awarded a prime position on a new five-year multiple award, indefinite delivery, indefinite quantity task order contract with an estimated ceiling value of $1 billion.

1

Contract awards for the first six months of FY08 with an estimated total value of approximately
$1.4 billion.
 
·
Contract funding orders totaling $446 million. Contract funding orders for the first six months of FY08 total approximately $1.2 billion, an increase of 6 percent over the approximately $1.1 billion received in the first half of FY07.
 
·
A 46 percent increase in revenue from the Intelligence Community over the second quarter of FY07. This increase was driven by organic growth and acquisitions, and involves work in our core competencies of data, information, and knowledge management and C4ISR integration services.
 
·
Completion of the acquisitions of Athena Innovative Solutions, Inc., a provider of specialized services and solutions to the Intelligence Community, and of Dragon Development Corporation, a provider of systems and software engineering to the Intelligence Community. Together, these acquisitions expand our presence and capabilities with national intelligence agencies.
 
·
Achievement of Level 3 of the Software Engineering Institute’s Capability Maturity Model ® Integration by our National Solutions Business Group. This is the first full CACI business group to be appraised at this high level of software best practices.

CEO Commentary

Commenting on the company’s financial results, Paul Cofoni, CACI’s President and CEO, said, “Our second quarter was one of solid performance, which has created momentum for the second half of our fiscal year. The business we won over the past several quarters continues to convert to revenue and earnings. Our organic revenue growth continues to improve and our acquisition program is performing ahead of plan. Our results continue to be ahead of our initial expectations. Our first half has provided us with a good foundation to build on, giving us added confidence about the balance of FY08 and our longer-term growth objectives.”

Turning to CACI’s growth plans, Mr. Cofoni said, “A key component of our strategy is to be at the center of our clients’ efforts to solve the nation’s number one long-term threat - global terrorism. CACI’s focus is to deliver timely and essential capabilities at the nexus of intelligence and security services that help our clients develop actionable information to identify and preempt terrorist attacks. We believe this is America’s first line of defense, and CACI’s intelligence capabilities uniquely qualify us to provide great value to our nation and make a real impact on defeating terrorist threats.”

Six Months FY08 Results

For the first half of FY08, we reported record revenue of $1.13 billion, up 19.8 percent over first half of FY07 revenue of $944.5 million. Operating income in the first half of FY08 was $73.0 million compared with $73.5 million reported in the first half of FY07. The operating margin was 6.5 percent for the first six months of FY08 compared with 7.8 percent for the same period in FY07. The effective tax rate for the first half of FY08 was 38.7 percent versus 36.6 percent in the first half of FY07. Net income for the first half of FY08 was $37.5 million, or $1.23 per diluted share, compared with net income of $39.3 million, or $1.25 per diluted share, for the first half of FY07. Operating cash flow for the first half of FY08 was $15.8 million compared with $70.4 million for the similar period in FY07. Operating cash flow in the second quarter was impacted by government payment office slowdowns, most of which were weather-related, during the month of December. These payment issues are largely resolved and our cash flow from operating activities is returning to normal levels.

2

CACI Revises its FY08 Guidance

We are revising our FY08 annual guidance, summarized in the table below:
 
(In millions except for earnings per share)
Fiscal Year 2008
Revenue
$2,300 - $2,400
Net income
$79.6 - $85.7
Diluted earnings per share
$2.60 - $2.80
Diluted weighted average shares
30.6
 
Forecasted revenue and diluted EPS do not include amounts from any future acquisitions.
 
This guidance represents our views as of January 30, 2008. Investors are reminded that actual results may differ from these estimates for the reasons described below and in our filings with the Securities and Exchange Commission.

Conference Call Information

We have scheduled a conference call for 8:30 AM Eastern Time Thursday, January 31 st , during which members of our senior management will be making a brief presentation focusing on second quarter results and operating trends followed by a question-and-answer session. You can listen to the conference call and view the accompanying exhibits over the Internet by logging on to our homepage, www.caci.com , at the scheduled time, or you may dial 1-877-675-4750 and enter the confirmation code 3549063. A replay of the call will also be available over the Internet beginning at 1:00 PM Eastern Time Thursday, January 31 st , and can be accessed through our homepage ( www.caci.com ) by clicking on the CACI Investor Info button.

About CACI

CACI International Inc provides the professional services, IT, and network solutions needed to prevail in today’s new era of national security, intelligence, and e-government. From systems integration and managed network solutions to knowledge management, engineering, simulation, and information assurance, we deliver the solutions, applications, and infrastructures our federal customers use to provide for national security, 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 has been named to the Fortune 1000 Largest Companies of 2006 and the Russell 2000 index. CACI provides dynamic careers for approximately 11,600 employees working in over 120 offices in the U.S. and Europe. Visit CACI on the web at http://www.caci.com .

There are statements made herein which 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 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: the ability to successfully integrate the recent acquisitions of Dragon Development Corporation and Athena Innovative Solutions, Inc.; the accretiveness of the Dragon and Athena transactions to our earnings; regional and national economic conditions in the United States and the United Kingdom, 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, based on a change in spending patterns, or 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.) and termination risks; the results of government investigations into allegations of improper actions related to the provision of services in support of U.S. military operations in Iraq; individual business decisions of our clients; paradigm shifts in technology; competitive factors such as pricing pressures and/or competition to hire and retain employees (particularly those with security clearances); material changes in laws or regulations applicable to our businesses, particularly in connection with (i) government contracts for services, (ii) outsourcing of activities that have been performed by the government, (iii) competition for task orders under Government Wide Acquisition Contracts ("GWACs") and/or schedule contracts with the General Services Administration; and (iv) expensing of stock options; 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.

For investor information contact:  
David Dragics, Senior Vice President, Investor Relations  
866-606-3471, ddragics@caci.com
 
For other information contact:
Jody Brown, Executive Vice President, Public Relations
(703) 841-7801, jbrown@caci.com
(Financial tables follow)

Capability Maturity Model is a registered trademark of Carnegie Mellon University

3
 
CACI International Inc
                         
Condensed Consolidated Statements of Operations (Unaudited)
                 
(Amounts in thousands, except per share amounts)
                     
                           
   
Quarter Ended
     
Six Months Ended
     
   
12/31/2007
 
12/31/2006
 
% Change
 
12/31/2007
 
12/31/2006
 
% Change
 
Revenue
 
$
577,784
 
$
476,909
   
21.2 %
 
$
1,131,364
 
$
944,532
   
19.8 %
 
Costs of revenue
               
 
               
 
 
Direct costs
   
386,427
   
311,464
   
24.1 %
 
 
758,825
   
612,191
   
24.0 %
 
Indirect costs and selling expenses
   
140,735
   
119,426
   
17.8 %
 
 
276,492
   
239,281
   
15.6 %
 
Depreciation and amortization
   
12,309
   
9,054
   
36.0 %
 
 
23,055
   
19,560
   
17.9 %
 
Total costs of revenue
   
539,471
   
439,944
   
22.6 %
 
 
1,058,372
   
871,032
   
21.5 %
 
Operating income
   
38,313
   
36,965
   
3.6 %
 
 
72,992
   
73,500
   
-0.7 %
 
Interest expense and other, net
   
6,738
   
5,362
   
25.7 %
 
 
11,890
   
11,571
   
2.8 %
 
Income before income taxes
   
31,575
   
31,603
   
-0.1 %
 
 
61,102
   
61,929
   
-1.3 %
 
Income taxes
   
12,385
   
11,140
   
11.2 %
 
 
23,620
   
22,663
   
4.2 %
 
Net income
 
$
19,190
 
$
20,463
   
-6.2 %
 
$
37,482
 
$
39,266
   
-4.5 %
 
                 
 
             
 
 
Basic earnings per share
 
$
0.64
 
$
0.67
   
-4.2 %
 
$
1.25
 
$
1.28
   
-2.5 %
 
Diluted earnings per share
 
$
0.63
 
$
0.65
   
-3.6 %
 
$
1.23
 
$
1.25
   
-2.0 %
 
                 
 
               
 
 
Weighted average shares used in per share computations:
                       
Basic
   
30,033
   
30,696
         
30,013
   
30,662
       
Diluted
   
30,580
   
31,440
         
30,549
   
31,378
       
                                       
 
Statement of Operations Data (Unaudited)
   
Quarter Ended
     
Six Months Ended
   
   
12/31/2007
 
12/31/2006
     
12/31/2007
 
12/31/2006
   
Operating income margin
6.6%
 
7.8%
     
6.5%
 
7.8%
   
Tax rate
39.2%
 
35.2%
     
38.7%
 
36.6%
   
Net income margin
3.3%
 
4.3%
     
3.3%
 
4.2%
   

4
 
Selected Financial Data (Continued)
 
            
CACI International Inc
          
Condensed Consolidated Balance Sheets (Unaudited)
          
(Amounts in thousands)
          
            
   
  12/31/2007
 
6/30/2007
 
ASSETS:
          
Current assets
          
Cash and cash equivalents
 
$
11,690
 
$
285,682
 
Accounts receivable, net
   
472,265
   
386,150
 
Prepaid expenses and other current assets
   
41,129
   
37,171
 
Total current assets
   
525,084
   
709,003
 
               
Goodwill and intangible assets, net
   
1,181,195
   
962,090
 
Property and equipment, net
   
25,004
   
22,695
 
Other long-term assets
   
89,129
   
98,159
 
Total assets
 
$
1,820,412
 
$
1,791,947
 
               
LIABILITIES AND SHAREHOLDERS' EQUITY:
             
Current liabilities
             
Current portion of long-term debt
 
$
12,937
 
$
7,643
 
Accounts payable
   
76,861
   
59,827
 
Accrued compensation and benefits
   
103,072
   
96,978
 
Other accrued expenses and current liabilities
   
79,942
   
130,573
 
Total current liabilities
   
272,812
   
295,021
 
               
Long-term debt, net of current portion
   
634,398
   
635,772
 
Other long-term liabilities
   
51,776
   
47,307
 
Total liabilities
   
958,986
   
978,100
 
               
Shareholders' equity
   
861,426
   
813,847
 
Total liabilities and shareholders' equity
 
$
1,820,412
 
$
1,791,947
 

5
 
CACI International Inc
         
Condensed Consolidated Statements of Cash Flows (Unaudited)
         
(Amounts in thousands)
         
   
Six Months Ended
 
   
12/31/2007
 
12/31/2006
 
CASH FLOWS FROM OPERATING ACTIVITIES:
         
Net income
 
$
37,482
 
$
39,266
 
Reconciliation of net income to net cash provided by
             
operating activities:
             
Depreciation and amortization
   
23,055
   
19,560
 
Amortization of deferred financing costs
   
1,228
   
710
 
Stock-based compensation expense
   
10,012
   
7,269
 
Provision for deferred income taxes
   
3,333
   
290
 
Changes in operating assets and liabilities,
             
net of effect of business acquisitions:
             
Accounts receivable, net
   
(59,300
)
 
15,308
 
Prepaid expenses and other current assets
   
(1,329
)
 
(3,170
)
Accounts payable and accrued expenses
   
1,204
   
2,934
 
Accrued compensation and benefits
   
(961
)
 
(9,690
)
Income taxes receivable and payable
   
(3,170
)
 
(6,358
)
Other liabilities
   
4,249
   
4,273
 
Net cash provided by operating activities
   
15,803
   
70,392
 
               
CASH FLOWS FROM INVESTING ACTIVITIES:
             
Capital expenditures
   
(7,481
)
 
(4,036
)
Purchases of businesses, net of cash acquired
   
(293,307
)
 
(261
)
Other
   
64
   
(952
)
Net cash used in investing activities
   
(300,724
)
 
(5,249
)
               
CASH FLOWS FROM FINANCING ACTIVITIES:
             
Net borrowings (repayments) made under bank credit facilities
   
7,812
   
(26,771
)
Proceeds from employee stock purchase plans
   
2,321
   
3,392
 
Proceeds from exercise of stock options
   
1,988
   
3,993
 
Purchase of common stock
   
(949
)
 
(2,684
)
Other
   
(193
)
 
975
 
Net cash provided by (used in) financing activities
   
10,979
   
(21,095
)
Effect of exchange rate changes on cash and cash equivalents
   
(50
)
 
637
 
Net (decrease) increase in cash and cash equivalents
   
(273,992
)
 
44,685
 
Cash and cash equivalents, beginning of period
   
285,682
   
24,650
 
Cash and cash equivalents, end of period
 
$
11,690
 
$
69,335
 
 
6
 
Selected Financial Data (Continued)
             
Revenue by Customer Type (Unaudited)
   
Quarter Ended
         
(dollars in thousands)
 
     12/31/2007
 
     12/31/2006
 
$ Change
 
% Change
 
Department of Defense
 
$
430,352
   
74.5
%
$
343,000
   
71.9
%
$
87,352
   
25.5
%
Federal Civilian Agencies
   
117,008
   
20.2
%
 
106,553
   
22.4
%
 
10,455
   
9.8
%
Commercial
   
25,285
   
4.4
%
 
22,094
   
4.6
%
 
3,191
   
14.4
%
State and Local Governments
   
5,139
   
0.9
%
 
5,262
   
1.1
%
 
(123
)
 
-2.3
%
Total
 
$
577,784
   
100.0
%
$
476,909
   
100.0
%
$
100,875
   
21.2
%
  
   
Six Months Ended
         
(dollars in thousands)
 
     12/31/2007
 
     12/31/2006
 
$ Change
 
% Change
 
Department of Defense
 
$
836,149
   
73.9
%
$
677,101
   
71.7
%
$
159,048
   
23.5
%
Federal Civilian Agencies
   
234,307
   
20.7
%
 
214,398
   
22.7
%
 
19,909
   
9.3
%
Commercial
   
51,188
   
4.5
%
 
43,099
   
4.5
%
 
8,089
   
18.8
%
State and Local Governments
   
9,720
   
0.9
%
 
9,934
   
1.1
%
 
(214
)
 
-2.2
%
Total
 
$
1,131,364
   
100.0
%
$
944,532
   
100.0
%
$
186,832
   
19.8
%
 
Revenue by Contract Type (Unaudited)
 
   
Quarter Ended
         
(dollars in thousands)
 
     12/31/2007
 
     12/31/2006
 
$ Change
 
% Change
 
Time and materials
 
$
297,619
   
51.5
%
$
239,544
   
50.2
%
$
58,075
   
24.2
%
Cost reimbursable
   
156,643
   
27.1
%
 
133,381
   
28.0
%
 
23,262
   
17.4
%
Fixed price
   
123,522
   
21.4
%
 
103,984
   
21.8
%
 
19,538
   
18.8
%
Total
 
$
577,784
   
100.0
%
$
476,909
   
100.0
%
$
100,875
   
21.2
%
 
   
Six Months Ended
         
(dollars in thousands)
 
     12/31/2007
 
     12/31/2006
 
$ Change
 
% Change
 
Time and materials
 
$
590,772
   
52.2
%
$
482,733
   
51.1
%
$
108,039
   
22.4
%
Cost reimbursable
   
300,834
   
26.6
%
 
263,078
   
27.9
%
 
37,756
   
14.4
%
Fixed price
   
239,758
   
21.2
%
 
198,721
   
21.0
%
 
41,037
   
20.7
%
Total
 
$
1,131,364
   
100.0
%
$
944,532
   
100.0
%
$
186,832
   
19.8
%
 
Revenue Received as a Prime versus Subcontractor (Unaudited)
 
   
Quarter Ended
         
(dollars in thousands)
 
     12/31/2007
 
     12/31/2006
 
$ Change
 
% Change
 
Prime
 
$
470,191
   
81.4
%
$
389,692
   
81.7
%
$
80,499
   
20.7
%
Subcontractor
   
107,593
   
18.6
%
 
87,217
   
18.3
%
 
20,376
   
23.4
%
Total
 
$
577,784
   
100.0
%
$
476,909
   
100.0
%
$
100,875
   
21.2
%
                                       
 
   
Six Months Ended
         
(dollars in thousands)
 
     12/31/2007
 
     12/31/2006
 
$ Change
 
% Change
 
Prime
 
$
930,438
   
82.2
%
$
770,919
   
81.6
%
$
159,519
   
20.7
%
Subcontractor
   
200,926
   
17.8
%
 
173,613
   
18.4
%
 
27,313
   
15.7
%
Total
 
$
1,131,364
   
100.0
%
$
944,532
   
100.0
%
$
186,832
   
19.8
%
 
7
 

Selected Financial Data (Continued)
 
                   
Contract Funding Orders Received (Unaudited)
 
   
Quarter Ended
         
(dollars in thousands)
 
12/31/2007
 
12/31/2006
 
$ Change
 
% Change
 
Contract Funding Orders
 
$
445,927
 
$
485,258
 
$
(39,331
)
 
-8.1
%
   
Six Months Ended
         
(dollars in thousands)
 
12/31/2007
 
12/31/2006
 
$ Change
 
% Change
 
Contract Funding Orders
 
$
1,155,288
 
$
1,090,447
 
$
64,841
   
5.9
%
 
Reconciliation of Total Revenue Growth and Organic Revenue Growth
(Unaudited)
The Company has presented organic revenue growth to reflect the effect of acquisitions on total revenue growth. Revenue generated from the date a business is acquired through the first anniversary of that date is considered acquired revenue growth. All remaining revenue growth is considered organic. The Company believes that this non-GAAP financial measure provides investors with useful information to evaluate the growth rate of the Company’s core business. This non-GAAP measure should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.
 
       
Quarter Ended
 
Twelve Months Ended
 
(dollars in thousands)
 
12/31/2007
 
12/31/2006
 
% Change
 
12/31/2007
 
12/31/2006
 
% Change
 
Revenue, as reported
 
$
577,784
 
$
476,909
   
21.2
%
$
2,124,804
 
$
1,857,220
   
14.4
%
Less:
                         
Acquired revenue
   
49,878
   
-
         
124,837
   
-
       
Organic revenue
 
$
527,906
 
$
476,909
   
10.7
%
$
1,999,967
 
$
1,857,220
   
7.7
%
 
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