SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
April 17, 2000
Date of Report
CACI International Inc
(Exact name of registrant
as specified in its Charter)
Delaware
(State or other jurisdiction of incorporation)
0-8401
(Commission File Number)
54-1345888
(IRS Employer Identification No.)
1100 N. Glebe Road
Arlington, Virginia 22201
(Address of principal executive offices) (Zip code)
(703) 841-7800
(Registrant's telephone number, including area
code)
ITEM 2. ACQUISITION OF ASSETS.
On February 2, 2000, CACI International Inc announced that it has completed its acquisition of all of the common stock of XEN Corporation, which became effective at 12:01 a.m. EST on February 1, 2000. The total consideration paid by CACI was $4,258,500; XEN shareholders will receive $7.886 per share in cash as they surrender their Common Stock. XEN specializes in providing quality systems engineering, engineering design, distance learning, training development, multimedia support, electronic commerce, and data security services to national intelligence organizations, the Department of Defense, and the U.S. Navy. The transaction was funded through borrowings under CACI's existing line of credit with a group of banks.
XEN, which has approximately 70 employees, will be operated as a wholly-owned subsidiary of CACI Technologies, Inc., a wholly-owned subsidiary of CACI. The operations of the new subsidiary will be fully integrated into CACI to achieve the full benefit of the merger for customers and shareholders. XEN's revenues for its fiscal year ended September 30, 1999 were $8.5 million.
A copy of the Registrant's press release regarding CACI's execution of a Letter of Intent to acquire XEN is attached as an Exhibit to this current report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) (1) FINANCIAL STATEMENTS. Restated consolidated financial statements for XEN Corporation for the fiscal year ended September 30, 1999, and Independent Accountant's Report shall be filed not later than 60
days after the date that this initial report on Form 8-K must be filed..
(b) (2) PRO FORMA FINANCIAL INFORMATION. Pro forma financial information relative to the acquisition of XEN Corporation for the most recent fiscal year ended June 30, 1999, and for the quarter ended March 31,
2000 December 31, 1999. shall be filed not later than 60 days after the date that this initial report on Form 8-K must be filed
The following CACI pro forma condensed consolidated statements of operations for the year ended June 30, 1999 and for the quarter ended December 31, 1999, and the CACI pro forma consolidated balance sheets as of June 30, 1999 and December 31, 1999, are unaudited and have been prepared on a pro forma basis to give effect to the acquisition (accounted for as a purchase) of XEN Corporation as if the transaction had occurred on July 1, 1998.
The pro forma consdensed consolidated statement of operations for the year ended June 30, 1999 does not purport to represent what CACI's result of operations would actually have been had the transaction in fact occurred on the aforementioned date, or to project CACI's results of operations for any future periods. The pro forma adjustments are based upon available information and upon certain assumptions that management believes are reasonable under the circumstances.
The pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements of both CACI and XEN, including the notes thereto.
XEN CORPORATION
FINANCIAL STATEMENTS
SEPTEMBER 30,1999
XEN CORPORATION
INDEX TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
Accountants' Report
Balance Sheet
Statement of Income
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements
[logo]
Clifford N. Abelson
CERTIFIED PUBLIC ACCOUNTANT
271 LAFAYETTE STREET
SALEM, MASSACHUSETTS 01970
(976) 744-5206
FAX (978) 741-3766
To the Stockholders and Board of Directors
XEN Corporation
We have compiled the accompanying balance sheets of XEN Corporation as of September 30, 1999 and 1998, and the related statements of income, stockholders' equity, and cash flows for the years then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting, in the form of financial statements, information that is the representation of management. We have not audited or reviewed the accompanying financial statements and, accordingly, do not express an opinion or any other form of assurance on them.
Clifford N. Abelson & Company
/s/
Salem, Massachusetts
December 9, 1999
XEN CORPORATION
BALANCE SHEET
SEPTEMBER 30
ASSETS
1999 | 1998 | |||||||||
Current assets: | ||||||||||
Cash | $ | 1,351,549 | $ | 1,045,958 | ||||||
Marketable securities | 12,351 | 0 | ||||||||
Accounts receivable | 1,174,781 | 1,038,180 | ||||||||
Unbilled work in progress | 57,353 | 36,708 | ||||||||
Employee loans - current | 34,185 | 40,988 | ||||||||
Prepaid expenses | 28,451 | 40,730 | ||||||||
Deferred income tax asset | 64,298 | 0 | ||||||||
Total current assets | 2,722,968 | 2,202,564 | ||||||||
Property and equipment: | ||||||||||
Computer and office equipment | 235,636 | 218,627 | ||||||||
Furniture and fixtures | 38,572 | 30,409 | ||||||||
Leasehold improvements | 4,618 | 4,618 | ||||||||
278,826 | 253,654 | |||||||||
Less - accumulated depreciation | (199,771 | ) | (166,422 | ) | ||||||
Net property and equipment | 79,055 | 87,232 | ||||||||
Other assets: | ||||||||||
Deposits | 9,652 | 9,652 | ||||||||
Employee loans - long-term | 24,903 | 39,843 | ||||||||
Total other assets | 34,555 | 49,495 | ||||||||
Total assets | $ | 2,836,578 | $ | 2,339,291 | ||||||
See accompanying notes and accountants' report.
XEN CORPORATION
BALANCE SHEET
SEPTEMBER 30
LIABILITIES AND STOCKHOLDERS' EQUITY
1999 | 1998 | ||||||||
Current liabilities: | |||||||||
Accounts Payable | $ | 447,856 | $ | 295,820 | |||||
Note payable - current portion | 64,259 | 58,952 | |||||||
Accrued taxes and expenses | 355,586 | 295,860 | |||||||
Estimated contract adjustments | 144,853 | 212,089 | |||||||
Total current liabilities | 1,012,554 | 862,721 | |||||||
Other liabilities: | |||||||||
Note payable - long-term | 0 | 64,259 | |||||||
Deferred income tax liability | 23,381 | 0 | |||||||
Total other liabilities | 23,381 | 64,259 | |||||||
Stockholders' equity: | |||||||||
Common stock | 7,747 | 7,529 | |||||||
Additional paid in capital | 616,903 | 559,133 | |||||||
Retained earnings | 1,550,981 | 1,189,786 | |||||||
Treasury stock (at cost) | (374,988 | ) | (344,137 | ) | |||||
Total stockholders' equity | 1,800,643 | 1,412,311 | |||||||
Total liabilities and stockholders' equity | $ | 2,836,578 | $ | 2,339,291 | |||||
See accompanying notes and accountants' report.
XEN CORPORATION
STATEMENT OF INCOME
FOR THE FISCAL YEARS ENDED SEPTEMBER 30
1999 | 1998 | |||||||||
Sales | $ | 8,564,867 | $ | 8,249,486 | ||||||
Operating expenses: | ||||||||||
Bad debt expense | 70,887 | 0 | ||||||||
Business meetings | 1,826 | 3,021 | ||||||||
Contract labor | 12,526 | 3,603 | ||||||||
Contributions | 1,250 | 1,000 | ||||||||
Depreciation | 33,349 | 39,057 | ||||||||
Direct billable costs | 1,718,691 | 1,889,837 | ||||||||
Entertainment and meals | 8,243 | 15,318 | ||||||||
Equipment rental | 5,849 | 6,474 | ||||||||
Group insurance | 374,382 | 381,513 | ||||||||
Insurance | 9,063 | 9,959 | ||||||||
Interest expense | 11,097 | 0 | ||||||||
Legal and accounting | 44,311 | 48,177 | ||||||||
Marketing and promotion | 1,813 | 918 | ||||||||
Morale, welfare and recreation | 19,195 | 18,252 | ||||||||
Office supplies and expense | 45,077 | 29,384 | ||||||||
Other employee benefits | 41,138 | 38,360 | ||||||||
Pension administration | 3,108 | 7,868 | ||||||||
Pension expense | 383,906 | 382,075 | ||||||||
Professional dues and publications | 7,256 | 6,614 | ||||||||
Recruiting costs | 3,731 | 6,282 | ||||||||
Rent | 128,435 | 109,531 | ||||||||
Repairs and maintenance | 1,063 | 1,811 | ||||||||
Salaries and wages | 4,085,754 | 3,988,128 | ||||||||
Taxes - other | 41,260 | 48,422 | ||||||||
Taxes - payroll | 296,327 | 291,381 | ||||||||
Telephone | 35,241 | 29,838 | ||||||||
Training and meetings | 33,281 | 27,605 | ||||||||
Travel | 610,654 | 490,601 | ||||||||
Total operating expenses | 8,028,713 | 7,875,029 | ||||||||
Income from operations | 536,154 | 374,457 | ||||||||
Other income: | ||||||||||
Interest income | 51,790 | 10,474 | ||||||||
Miscellaneous income | 57 | 1,324 | ||||||||
Unrealized gain on marketable securities | 12,351 | 0 | ||||||||
Total other income | 64,198 | 11,798 | ||||||||
Income before provision for income taxes | 600,352 | 386,255 | ||||||||
Provision for income taxes | (190,146 | ) | (163,140 | ) | ||||||
Net income for the year | $ | 410,206 | $ | 223,115 | ||||||
See accompanying notes and accountants' report.
XEN CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
SEPTEMBER 30
1999 | 1998 | |||||||||
Common stock: (par value $.01 per share) | ||||||||||
Balance at beginning of year | $ | 7,529 | $ | 6,984 | ||||||
Par value of shares issued: | ||||||||||
1999 - 21,800 shares | 218 | 0 | ||||||||
1998 - 54,500 shares | 0 | 545 | ||||||||
Balance at end of year | $ | 7,747 | $ | 7,529 | ||||||
Additional paid-in capital: | ||||||||||
Balance at beginning of year | $ | 559,133 | $ | 431,603 | ||||||
Proceeds in excess of par value of shares of common stock issued |
$ | 57,770 | $ | 127,530 | ||||||
Balance at end of year | $ | 616,903 | $ | 559,133 | ||||||
Retained earnings: | ||||||||||
Balance at beginning of year | $ | 1,189,786 | $ | 1.022,926 | ||||||
Net income for the year | 410,206 | 223,115 | ||||||||
Adjustment of prior year's tax liability | 3,994 | 0 | ||||||||
Dividends paid | (53,005 | ) | (56,255 | ) | ||||||
Balance at end of year | $ | 1,550,981 | $ | 1,189,786 | ||||||
Common stock in treasury: | ||||||||||
Balance at beginning of year | $ | (344,137 | ) | $ | (126,692 | ) | ||||
Purchase of shares for treasury: | ||||||||||
1999 - 8,350 shares | (30,851 | ) | $ | 0 | ||||||
1998 - 92,750 shares | 0 | (217,445 | ) | |||||||
Balance at end of year | $ | (374,988 | ) | $ | (344,137 | ) | ||||
Total stockholders' equity | $ | 1,800,643 | $ | 1,412,311 | ||||||
See accompanying notes and accountants' report.
XEN CORPORATION
STATEMENT OF CASH FLOWS
FOR THE FISCAL YEARS ENDED SEPTEMBER 30
1999 | 1998 | |||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||
Net income for the year | $ | 410,206 | $ | 223,115 | ||||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
||||||||||
Depreciation | 33,349 | 39,057 | ||||||||
Adjustment of prior year's tax liability | 3,994 | 0 | ||||||||
Decrease (increase) in assets: | ||||||||||
Marketable securities | (12,351 | ) | 0 | |||||||
Accounts receivable | (136,601 | ) | 210,970 | |||||||
Unbilled work in progress | (20,645 | ) | (15,304 | ) | ||||||
Prepaid expenses | 12,279 | (28,331 | ) | |||||||
Deposits | 0 | 3,653 | ||||||||
Deferred income tax asset | (64,298 | ) | 0 | |||||||
Increase (decrease) in liabilities: | ||||||||||
Accounts payable | 152,036 | 62,742 | ||||||||
Accrued taxes and expenses | 59,726 | 46,282 | ||||||||
Estimated contract adjustments | (67,236 | ) | 7,898 | |||||||
Deferred income tax liability | 23,381 | 0 | ||||||||
Net cash provided by operating activities | 393,840 | 550,082 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||
Acquisition of property and equipment | (25,172 | ) | (21,110 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||
Acquisition of treasury stock at cost | (30,851 | ) | (217,445 | ) | ||||||
Dividends paid | (53,005 | ) | (56,255 | ) | ||||||
Proceeds from issuance of long-term debt | 0 | 123,211 | ||||||||
Repayment of long-term debt | (58,952 | ) | 0 | |||||||
Proceeds from sale of common stock | 577,988 | 128,075 | ||||||||
Employee loan repayments(net) | 21,743 | 7,832 | ||||||||
Net cash used in financing activities | (63,077 | ) | (14,582 | ) | ||||||
Net increase in cash | 305,591 | 514,390 | ||||||||
Cash at beginning of year | 1,045,958 | 531,568 | ||||||||
Cash at end of year | $ | 1,351,549 | $ | 1,045,958 | ||||||
XEN CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
Note 1 - General
XEN Corporation was organized on October 1, 1987 and commenced active operations on that date. The Company is engaged in computer engineering services for commercial and government customers.
Note 2 - Significant Accounting Policies
It is the Company's policy to employ generally accepted accounting principles on a consistent basis so as to present fairly the financial position and results of operations. In this connection, the significant accounting policies utilized by the Company are described below.
A. PROPERTY AND EQUIPMENT
Property and equipment are stated on the balance sheet at cost, and do not purport to represent replacement or realizable values. Depreciation is provided on the straight-line method for reporting purposes and on an accelerated method for income tax purposes. The principal estimated useful life of the properties is 5 years for computer and office equipment, 7 years for office furniture and fixtures, and 39 years for leasehold improvements.
B. UNBILLED WORK IN PROGRESS
The Company accumulates reimbursable expenses in a work-in-progress account until I such time as the amounts are billed. This method of accounting for billable services provides for a better matching of expenses and revenue, and more accurately reflects periodic results of operations.
C. MARKETABLE SECURITIES
The Company's marketable securities that are acquired and held principally for the purpose of selling them in the near term are classified as trading securities. Trading securities are recorded at fair market value on the balance sheet in current assets, with the change in fair market value during the period included in earnings. All of the Company's marketable securities as of September 30, 1999 are classified as trading securities.
D. INCOME TAXES
Deferred income taxes arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or noncurrent, depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or noncurrent depending on the periods in which the temporary differences are expected to reverse.
Temporary differences giving rise to the deferred income tax liability consist primarily of the excess of depreciation for tax purposes over the amount for financial reporting purposes.
Temporary differences giving rise to the deferred income tax asset consist primarily of the amount of accrued expenses reported for financial purposes over tax purposes.
The Company's effective income tax rate is lower than what would be expected if the Federal statutory rate were applied to income from continuing operations primarily because of expenses deductible for tax purposes that are not deducted for financial reporting purposes.
Note 3 - Stockholders' Equity
Common stock, par value $.01 per share, at September 30, 1999 consists of 1,000,000 shares authorized, 774,650 shares issued, 543,500 shares outstanding. The Company holds 231,150 shares as Treasury stock.
Note 4 - Cash Flow Information
Cash paid for interest and income taxes for 1999 and 1998 was as follows:
1999 | 1998 | ||||
Interest | $ | 11,097 | $ | 0 | |
Income tax | $ | 151,647 | $ | 76,132 | |
Note 5 - Defined Contribution Pension Plan
The Company sponsors a defined contribution pension plan covering substantially all of its employees. Contributions are determined at ten percent of each covered employee's salary and totaled $383,986 in 1999 and $340,282 in 1998.
Note 6 - Commitments
The minimum lease payments under long-term lease agreements at September 30, 1999 for each of the next three years and in aggregate are:
2000 | $ | 108,331 |
2001 | 112,664 | |
2002 | 38,043 | |
$ | 259,038 | |
Note 7 - Use of Estimates
The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.
Note 8 - Credit Risk
The Company's business activities are with customers throughout the country. As of September 30, 1999 and 1998, the Company's receivables represent balances due from Customers in various industries, most of which are U.S. Government agencies.
The allowance for doubtful accounts was zero as of September 30, 1999 and 1998, due to the nature of the balances owed and customer's credit history.
The Company maintains a bank account balance in a large regional bank in excess of the Federal Deposit Insurance Corporation insured $100,000 limit.
Note 9 - Note Payable
The following is a summary of notes payable at September 30, 1999:
1999 | ||
9.0% note payable to former employee in annual installments of $70,042, principal and interest, maturing, March 2000. |
$ | 64,259 |
Note 10 - Employee Loans
The Company allows employees to purchase stock in the Company based upon a number of factors, such as length of service, etc. Employees are allowed to borrow a portion of the cost for the stock purchase from the Company under varying interest rates and terms. Interest rates vary from 5.32% to 7.92%, and terms vary from one to five years. Loans are secured by the stock purchased.
Note 11 - Deferred Income Taxes
On October 1, 1998, XEN Corporation adopted Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" ("SFAS No. 109"). SFAS No. 109 requires that the Company adopt the liability method of accounting for income taxes. The liability method attempts to recognize the future tax consequences of temporary differences between the book and tax basis of assets and liabilities.
Deferred taxes were computed using a Federal rate of 34% and a state rate of 6%.
Amounts for deferred income tax items are as follows:
1999 | ||
Deferred income tax asset, related to accrued expenses timing differences |
$ | 64,298 |
Deferred income tax liability related
to depreciation timing differences |
$ | 23,381 |
Tax valuation allowances were zero as of September 30, 1999.
Note 12 - Provision for Income Taxes
The provision for income taxes at September 30 is comprised of the following:
1999 | 1998 | |||||||
Current: | ||||||||
Federal income tax | $ | 196,020 | $ | 137,916 | ||||
State income tax | 35,043 | 25,224 | ||||||
Total current income tax | 231,063 | 163,140 | ||||||
Deferred: | ||||||||
Federal income tax | (34,779 | ) | 0 | |||||
State income tax | (6,138 | ) | 0 | |||||
Total deferred income tax | (40,917 | ) | 0 | |||||
Total income taxes | $ | 190,147 | $ | 163,140 | ||||
Note 13 - Marketable Securities
Results of operations for the year ended September 30, 1999, include income of $12,351 for unrealized holding gains on trading securities. For the year ending September 30, 1998, the amount was zero. There were no reclassifications of securities between trading and available-for-sale categories during either year. Marketable securities consist of equity holdings. There were no realized gains or losses for either year relating to the sale of marketable securities.
Note 14 - Contingent Liabilities
The Company's contracts with U.S. Government agencies are subject to audit by Federal audit agencies. Any anticipated revisions or adjustments in the amount due to or from these agencies are reflected in the Company's financial statements.
CACI INTERNATIONAL INC
UNAUDITED PRO-FORMA
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1999
HISTORICAL | PRO FORMA ADJUSTMENTS |
PRO FORMA | |||||||||
REVENUE | $ | 433,449,000 | $ | 8,565,000 | 1 | $ | 442,014,000 | ||||
COST AND EXPENSES | |||||||||||
Direct costs | 254,486,000 | 5,306,000 | 1 | 259,792,000 | |||||||
Indirect cost and selling expenses | 140,770,000 | 2,615,000 | 1 | 143,385,000 | |||||||
Depreciation and amortization | 10,590,000 | 189,000 | 1 2 | 10,779,000 | |||||||
Total operating expenses | 405,846,000 | 8,110,000 | 413,956,000 | ||||||||
INCOME FROM OPERATIONS | 27,603,000 | 455,000 | 28,058,000 | ||||||||
Interest expense | 3,713,000 | 111,000 | 1 2 | 3,824,000 | |||||||
INCOME BEFORE INCOME TAXES | 23,890,000 | 344,000 | 24,234,000 | ||||||||
INCOME TAXES | 9,336,000 | 212,000 | 1 3 | 9,548,000 | |||||||
INCOME FROM CONTINUING OPERATIONS | 14,554,000 | 132,000 | 14,686,000 | ||||||||
DISCONTINUED OPERATIONS | (384000 | ) | (384000 | ) | |||||||
NET INCOME | $ | 14,170,000 | $ | 132,000 | $ | 14,302,000 | |||||
BASIC EARNINGS PER SHARE | $ | 1.30 | $ | 0.01 | $ | 1.31 | |||||
DILUTED EARNINGS PER SHARE | $ | 1.26 | $ | 0.01 | $ | 1.27 | |||||
AVERAGE SHARES OUTSTANDING | 10,896,000 | 10,896,000 | 10,896,000 | ||||||||
AVERAGE SHARES AND EQUIVALENT SHARES OUTSTANDING |
11,220,000 | 11,220,000 | 11,220,000 | ||||||||
1 | Represents the historical results
of XEN Corporation for the last closed fiscal year ended September
30, 1999. |
2 | Adjustments include estimated interest
expense of $100,000 on the line of credit and an additional $156,000
of goodwill amortization. |
3 | To record additional tax for nondeductible
goodwill amortization net of a benefit from additional interest
expense. |
CACI INTERNATIONAL INC
UNAUDITED PRO FORMA
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE QUARTER ENDED
DECEMBER 31, 1999
HISTORICAL | PRO FORMA ADJUSTMENTS |
PRO FORMA | |||||||||
REVENUE | $ | 121,071,000 | $ | 2,344,000 | 1 | $ | 123,415,000 | ||||
COST AND EXPENSES | |||||||||||
Direct costs | 71,516,000 | 1,497,000 | 1 | 73,013,000 | |||||||
Indirect cost and selling expenses | 38,590,000 | 706,000 | 1 | 39,296,000 | |||||||
Depreciation and amortization | 2,795,000 | 47,000 | 1 2 | 2,842,000 | |||||||
Total operting expenses | 112,901,000 | 2,250,000 | 115,151,000 | ||||||||
INCOME FROM OPERATIONS | 8,170,000 | 94,000 | 8,264,000 | ||||||||
Interest expense | 1,046,000 | 25,000 | 1 2 | 1,071,000 | |||||||
INCOME BEFORE INCOME TAXES | 7,124,000 | 69,000 | 7,193,000 | ||||||||
INCOME TAXES | 2,779,000 | 92,000 | 1 3 | 115,151,000 | |||||||
INCOME FROM CONTINUING OPERATIONS | 4,345,000 | (23,000 | ) | (107,958,000 | ) | ||||||
DISCONTINUED OPERATIONS | 21,009,000 | 21,009,000 | |||||||||
NET INCOME | $ | 25,354,000 | $ | (23,000 | ) | $ | (86,949,000 | ) | |||
BASIC EARNINGS PER SHARE | $ | 2.24 | $ | 0.00 | $ | 2.24 | |||||
DILUTED EARNINGS PER SHARE | $ | 2.20 | $ | 0.00 | $ | 2.20 | |||||
AVERAGE SHARES OUTSTANDING | 11,308,000 | 11,308,000 | 11,308,000 | ||||||||
AVERAGE SHARES AND EQUIVALENT SHARES OUTSTANDING |
11,537,000 | 11,537,000 | 11,537,000 | ||||||||
1 | Represents the historical results of XEN for
the quarter ended December 31, 1999. |
2 | Adjustments include estimated interest
expense of $25,000 on the line of credit and an additional $39,000 of
goodwill amortization. |
3 | To record additional tax for nondeductible
goodwill amortization net of a benefit from additional interest
expense. |
CACI INTERNATIONAL INC
UNAUDITED PRO-FORMA
CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
HISTORICAL | PRO FORMA ADJUSTMENTS |
PRO FORMA | |||||||
ASSETS | |||||||||
Current assets | |||||||||
Cash and equivalents | $ | 2,403,000 | $ | 1,364,000 | 2 | $ | 3,767,000 | ||
Accounts receivable, net | 111,945,000 | 1,266,000 | 2 | 113,211,000 | |||||
Income taxes receivable | 948,000 | - | 948,000 | ||||||
Deferred contract costs | 1,543,000 | - | 1,543,000 | ||||||
Deferred income taxes | - | 64,000 | 2 | 64,000 | |||||
Prepaid expenses and other | 5,635,000 | 29,000 | 2 | 5,664,000 | |||||
Total current assets | 122,474,000 | 2,723,000 | 125,197,000 | ||||||
Property and equipment, net | 13,762,000 | 79,000 | 2 | 13,841,000 | |||||
Accounts receivable, long term | 7,036,000 | - | 7,036,000 | ||||||
Goodwill | 67,767,000 | 2,580,000 | 1 2 3 | 70,347,000 | |||||
Deferred income taxes | 3,418,000 | - | 3,418,000 | ||||||
Deferred contract costs, long term | 989,000 | - | 989,000 | ||||||
Other assets | 6,266,000 | 35,000 | 2 | 6,301,000 | |||||
TOTAL ASSETS | $ | 221,712,000 | $ | 5,417,000 | $ | 227,129,000 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
Current liabilities | |||||||||
Accounts payable and accrued expenses | $ | 32,851,000 | $ | 880,000 | 2 3 | $ | 33,731,000 | ||
Accrued compensation and benefits | 21,304,000 | - | 21,304,000 | ||||||
Income taxes payable | - | 255,000 | 2 3 | 255,000 | |||||
Deferred income taxes | 1,593,000 | - | 1,593,000 | ||||||
Total current liabilities | 55,748,000 | 1,135,000 | 56,883,000 | ||||||
Long-term liabilities | |||||||||
Notes payable, long-term | 62,069,000 | 4,259,000 | 1 | 66,328,000 | |||||
Other long term liabilities | 4,820,000 | - | 4,820,000 | ||||||
Deferred income taxes | 138,000 | 23,000 | 1 | 161,000 | |||||
Total liabilities | 122,775,000 | 5,417,000 | 128,192,000 | ||||||
Stockholder's equity | 98,937,000 | - | 98,937,000 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$ | 221,712,000 | $ | 5,417,000 | $ | 227,129,000 | |||
1 | Represents the allocation of the net purchase
price of $4,259,000 of XEN Corporation. The excess of the purchase
price over the fair value of the net assets acquired was estimated
at $2,448,000 and will be amortized on a straight line basis over
15 years. The preliminary purchase price allocation may change
during the year ending June 30, 2000 as additional information
concerning the net asset valuations is obtained. |
2 | The September 30, balances closely reflect the actual balances that were acquired. |
3 | Reflects an increase in interest expense of approximately $100,000 and goodwill amortization of $156,000. |
CACI INTERNATIONAL INC
UNAUDITED PRO-FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999
HISTORICAL | PRO FORMA ADJUSTMENTS |
PRO FORMA | |||||||
ASSETS | |||||||||
Current assets | |||||||||
Cash and equivalents | $ | 1,374,000 | $ | 1,043,000 | 1 | $ | 2,417,000 | ||
Accounts receivable, net | 116,525,000 | 1,654,000 | 2 | 118,179,000 | |||||
Income taxes receivable | - | - | - | ||||||
Deferred contract costs | 1,466,000 | - | 1,466,000 | ||||||
Deferred income taxes | 185,000 | - | 185,000 | ||||||
Prepaid expenses and other | 3,639,000 | 80,000 | 2 | 3,719,000 | |||||
Total current assets | 123,189,000 | 2,777,000 | 125,966,000 | ||||||
Property and equipment, net | 14,656,000 | 73,000 | 2 | 14,729,000 | |||||
Accounts receivable, long term | 6,555,000 | - | 6,555,000 | ||||||
Goodwill | 65,959,000 | 2,444,000 | 1 2 3 | 68,403,000 | |||||
Deferred income taxes | 3,858,000 | - | 3,858,000 | ||||||
Deferred contract costs, long term | 484,000 | - | 484,000 | ||||||
Other assets | 9,647,000 | 10,000 | 2 | 9,657,000 | |||||
TOTAL ASSETS | $ | 224,348,000 | $ | 5,304,000 | $ | 229,652,000 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
Current liabilities | |||||||||
Accounts payable and accrued expenses | $ | 23,944,000 | $ | 858,000 | 2 3 | $ | 24,802,000 | ||
Accrued compensation and benefits | 19,407,000 | - | 19,407,000 | ||||||
Income taxes payable | 10,110,000 | 123,000 | 2 3 | 10,233,000 | |||||
Deferred income taxes | 5,143,000 | - | 5,143,000 | ||||||
Total current liabilities | 58,604,000 | 981,000 | 59,585,000 | ||||||
Long-term liabilities | |||||||||
Notes payable, long-term | 26,253,000 | 4,259,000 | 1 | 30,512,000 | |||||
Other long term liabilities | 4,964,000 | 64,000 | 2 | 5,028,000 | |||||
Deferred income taxes | 132,000 | - | 132,000 | ||||||
Total liabilities | 89,953,000 | 5,304,000 | 95,257,000 | ||||||
Stockholder's equity | 134,395,000 | - | 134,395,000 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 224,348,000 | $ | 5,304,000 | $ | 229,652,000 | |||
1 | Represents the allocation of the net purchase price of $4,259,000 of XEN Corporation. The excess of the purchase price over the fair value of the net assets acquired was estimated at $2,448,000 and will be amortized
on a straight line basis over 15 years. The preliminary purchase price allocation may change during the year ending June 30, 2000 as additional information concerning the net asset valuations is obtained. |
|
2 | The December 31, balances closely reflect the actual balances that were acquired. | |
3 | Reflects an increase in interest expense of approximately $25,000 and goodwill amortization of $39,000. |
(c) EXHIBITS.
99.1 Agreement and Plan of Merger by and among CACI International Inc, CACI Acquisition Corporation, and XEN Corporation dated as of January 28, 2000.
99.2 Press Release dated February 2, 2000, announcing completion of the acquisition of XEN Corporation.
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: | /s/ |
Jeffrey P. Elefante Executive Vice President, General Counsel and Secretary |