-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WHm3X7SBmMwENjbF7he5PEajjy2MywFWBqSfzrnv8rtBlhW+THOhG6bttCPXFZuK q1KBhOqSIaSlSOFwKlRIBw== 0000016058-95-000021.txt : 19951118 0000016058-95-000021.hdr.sgml : 19951118 ACCESSION NUMBER: 0000016058-95-000021 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951109 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951109 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CACI INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000016058 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 541345888 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-08401 FILM NUMBER: 95588884 BUSINESS ADDRESS: STREET 1: 1100 N GLEBE ST CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: 7038417800 MAIL ADDRESS: STREET 1: 1100 NORTH GLEBE ROAD CITY: ARLINGTON STATE: VA ZIP: 22201 FORMER COMPANY: FORMER CONFORMED NAME: CACI INC /DE/ DATE OF NAME CHANGE: 19870119 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED ANALYSIS CENTERS INC DATE OF NAME CHANGE: 19730102 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA ANALYSIS CENTER INC DATE OF NAME CHANGE: 19680603 8-K/A 1 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 Date of Report November 8, 1995 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 OR DISPOSITION OF ASSETS On September 1, 1995, CACI purchased all of the outstanding capital stock of Automated Sciences Group, Inc. (ASG) from its sole shareholder, Conrad Hipkins, for $4.9 million in cash over 4 years. The purchase price for Mr. Hipkins' stock was determined as a result of arms-length negotiations between unrelated parties. The company funded the purchase through a combination of internally generated funds and its line of credit with Signet Bank. CACI previously announced the signing of a Letter of Intent to acquire ASG on July 14, 1995. The acquisition brings to CACI approximately 200 new employees generating more than $16 million in annual revenue. ASG provides information technology, engineering and environmental services to te Department of Defense and Energy. ASG is headquartered in Silver Spring, Maryland and has major offices in Dahlgren, Virginia, Huntsville, Alabama and Oak Ridge, Tennessee. A copy of CACI's September 5, 1995 press release regarding the acquisition of ASG is attached as an Exhibit to this Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a)(4)(iv) ASG's Consolidated Financial Statements for the years ended March 31, 1995 and 1994 and Independent Auditors' Report. (b) Pro forma financial information of CACI for the year ended June 30, 1995. The following CACI pro forma condensed consolidated statements of operations for the year ended June 30, 1995, and the CACI pro forma consolidated balance sheet for the year ended June 30, 1995, are unaudited and have been prepared on a pro forma basis to give effect to the acquisition (accounted for as a purchase) of the business and substantially all of the assets of ASG as if all transactions had occurred on July 1, 1994. The pro forma condensed consolidated statement of operations do not purport to represent what CACI's result of operations for the year ended June 30, 1995, would actually have been had the transaciton 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 management believes are reasonable under the circumstances. The pro forma condensed financial statements should be read in conjunction with the historical financial statements of both CACI and ASG including the notes thereto. (c) Exhibits. Exhibit 27 Financial Data Schedule Exhibit 99(a) Press Release September 5, 1995 completion of acquisition of ASG. AUTOMATED SCIENCES GROUP, INC. CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED MARCH 31, 1995 AND 1994 AND INDEPENDENT AUDITOR'S REPORT AUTOMATED SCIENCES GROUP, INC. CONSOLIDATED BALANCE SHEETS March 31, 1995 and 1994 ASSETS 1995 1994 ---- ---- Current assets Cash $ 800,783 $ 604,828 Accounts receivable, net 8,227,962 10,355,711 Employee advances and other receivables 169,095 197,662 Prepaid expenses 27,160 16,878 Notes receivable, current portion 12,402 16,024 ---------- ---------- Total current assets 9,237,402 11,191,103 Fixed assets, net of accumulated depreciation and amortization 525,153 684,240 Notes receivable, less current portion 383,962 403,689 Other assets 394,167 717,710 ---------- ---------- Total assets $10,540,684 $12,996,742 ========== ========== LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities Notes payable, current portion $ - $ 1,379,248 Capital lease obligations, current portion 4,740 43,191 Accounts payable 883,468 1,030,036 Other liabilities 1,982,729 1,477,074 Deferred revenue 138,312 154,511 Deferred income taxes 1,350,000 2,898,780 Deferred rent 1,021,696 262,902 Income taxes payable 140,500 69,100 ---------- ---------- Total current liabilities 5,521,445 7,314,842 Long-term liabilities, less current portion Capitalized lease obligations 5,517 10,257 Deferred rent 655,582 1,689,819 Income taxes payable 453,000 - Other liabilities 57,000 - --------- --------- Total liabilities 6,692,544 9,014,918 Stockholder's equity 3,848,140 3,981,824 --------- --------- Total liabilities and stockholder's equity $10,540,684 $12,996,742 ========== ========== The accompanying notes are an integral part of these consolidated financial statements. [RUBINO & McGEEHIN CHARTERED CERTIFIED PUBLIC ACCOUNTANTS LOGO] INDEPENDENT AUDITORS' REPORT To the Board of Directors Automated Sciences Group, Inc. We have audited the accompanying consolidated balance sheets of Automated Sciences Group, Inc. and subsidiary as of March 31, 1995 and 1994, and the related consolidated statements of operations and retained earnings and cash flows for the years then ended. The financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Automated Sciences Group, Inc. and subsidiary as of March 31, 1995 and 1994, and their consolidated results of operations and cash flows for the years then ended in conformity with generally accepted accounting principles. /s/ Rubino & McGeehin May 19, 1995, except for Note 15, as to which the date is July 6, 1995 TABLE OF CONTENTS Description - ----------- Independent Auditors' Report Consolidated Balance Sheets Consolidated Statements of Operations and Retained Earnings Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Supplemental Information - ------------------------ Independent Auditors' Report on Supplemental Information Schedules of Direct, Indirect and Other Expenses (Parent Only) CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS For the Years Ended March 31, 1995 and 1994 1995 1994 ---- ---- Contract revenue $19,906,256 $22,191,829 Contract costs Direct 12,149,797 13,714,101 Indirect 7,953,530 8,177,133 ---------- ---------- Total contract costs 20,103,327 21,891,234 Income (loss) from operations (197,071) 300,595 Other income (expense) Interest income 551 4,756 Interest expense (234,209) (78,094) Write-down of unbilled receivables - (1,485,648) Miscellaneous expense, net (184,144) (213,924) ---------- ---------- Loss before income taxes (614,873) (1,472,315) Income tax benefit (481,189) (567,151) ---------- ---------- Net loss (133,684) (905,164) Retained earnings, beginning of year 1,656,324 2,561,488 ---------- ---------- Retained earnings, end of year $ 1,522,640 $ 1,656,324 ========== ========== The accompanying notes are an integral part of these consolidated financial statements. AUTOMATED SCIENCES GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended March 31, 1995 and 1994
1995 1994 ---- ---- Cash flows from operating activities: Net loss $ (133,684) $(905,164) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 293,189 249,199 Deferred income taxes (1,548,780) (636,251) Write-down of investment 64,233 - (Increase) decrease in: Accounts receivable, net 2,127,749 2,440,573 Other receivables 28,567 (83,496) Prepaid, expenses (10,282) 394,021 Deposits 22,881 (2,225) Increase (decrease) in: Bank overdraft - (1,431,659) Accounts payable (146,568) 499,512 Other liabilities 562,655 (114,457) Deferred revenue (16,199) 78,902 Deferred rent (275,444) (302,909) Income taxes payable 524,400 69,100 --------- --------- Net cash provided by operating activities 1,492,717 255,146 --------- --------- Cash flows from investing activities: Increase in cash surrender value of insurance (245,909) (255,453) Payments received from notes receivable 23,349 202,081 Purchase of fixed assets (134,102) (298,194) --------- --------- Net cash used in investing activities (356,662) (351,566) --------- --------- Cash flows from financing activities: Net proceeds (payments) from bank line of credit (1,379,248) 373,234 Increase in loans from insurance policies 99,657 366,210 Net proceeds from redemption of insurance policies 382,682 - Payments on long-term debt - (772) Payments on capitalized lease obligations (43,191) (95,721) --------- --------- Net cash provided (used) by financing activities (940,100) 642,951 --------- --------- Net increase in cash 195,955 546,531 Cash, beginning of year 604,828 58,297 --------- --------- Cash, end of year $ 800,783 $ 604,828 ========= =========
The accompanying notes are an integral part of these consolidated financial statements. AUTOMATED SCIENCES GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended March 31, 1995 and 1994 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization - ------------ Automated Sciences Group, Inc. (the Company) commenced operations on April 1, 1974. The Company provides diverse management services in the computer hardware, programming, and software system fields on a contractual basis, principally with agencies of the U.S. government. Consolidation - ------------- The consolidated financial statements include the accounts of its wholly-owned subsidiary, Quicksource, Inc. All intercompany accounts and transactions have been eliminated. Revenue Recognition - ------------------- Revenue from cost-plus-fixed-fee contracts is recorded on the basis of direct costs plus indirect costs incurred and an allocable portion of the fixed fee. Revenue from fixed-price contracts is recognized on the percentage-of-completion method, with costs and estimated profits recorded as work is performed. Revenue from time and materials contracts is recognized based on fixed hourly rates for direct labor hours expended. The fixed rate includes direct labor, indirect expenses and profit. Materials or other specified direct costs are recorded at actual costs. Contract costs include all direct material and labor costs and those indirect costs related to contract performance. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including final contract settlements, may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Depreciation and Amortization - ----------------------------- The Company follows the policy of providing for depreciation and amortization by charges to operating expense using straight-line and accelerated methods, at rates based on estimated useful lives from five to seven years. Maintenance and repair costs are charged to "pense as incurred. Replacements and betterments are capitalized. As fixed assets are retired or otherwise disposed of, the asset and related accumulated depreciation or amortization accounts are relieved of the applicable amounts and any gain or loss is credited or charged to income. Income Taxes - ------------ The deferred income tax liability is computed using the liability method. Under this method, the income tax provision is based upon income taxes currently payable, plus changes in the deferred tax liability associated with temporary differences between the recognition of income and expenses for financial statement and income tax return purposes. Cash Concentration - ------------------ The Company maintains deposits with federally insured financial institutions. Balances usually exceed insured limits. 2. ACCOUNTS RECEIVABLE Accounts receivable as of March 31, 1995 and 1994, consist of the following: 1995 1994 ---- ---- Billed $5,850,071 $ 7,791,922 Unbilled 1,830,746 2,368,096 Retention 872,950 652,492 Allowance for doubtful accounts (325,805) (456,799) --------- ---------- Accounts receivable, net $8,227,962 $10,355,711 ========= ========== Unbilled accounts receivable consist principally of costs in excess of billings which represent the difference between provisional and actual indirect rates, in addition to amounts not billable at year end under contract terms. The excess of actual indirect rates over provisional rates will generally become billable at completion of the contracts and after government approval of the indirect rates. Retentions will be billed after close of the contracts. Included in the unbilled accounts receivable balance at March 31, 1995, is a receivable for approximately $55,000 which represents revenue recognized in excess of the contract funded value. Management expects a contract modification will allow these amounts to be billed during the fiscal year ending March 31, 1996. During the year ended March 31, 1994, management elected not to pursue collection of certain unbilled accounts receivables. This decision was attributable to marketing considerations and the effort to obtain additional contracts with the related Federal agencies. Federal agencies responsible for the applicable contracts indicated to management that due to budget constraints, funds for the payment of the related unbilled accounts receivable would come from current funding, thereby limiting funds for future contract activity. 3. FIXED ASSETS Fixed assets as of March 31, 1995 and 1994, consist of the following: 1995 1994 ---- ---- Computer equipment $1,432,008 $1,371,196 Furniture and fixtures 1,242,251 1,197,784 Leasehold improvements 971,970 945,620 Leased furniture and equipment 420,472 426,209 Technical library 125,256 125,256 Software 288,557 285,404 Other equipment 113,579 108,522 Vehicles 21,179 21,179 --------- --------- 4,615,272 4,481,170 Less: accumulated depreciation and amortization 4,090,119 3,796,930 --------- --------- $ 525,153 $ 684,240 ========= ========= 4. OTHER ASSETS Other assets as of March 31, 1995 and 1994, consist of the following: 1995 1994 ---- ---- Cash surrender value - officers' life insurance, net of loans: $1,165,740 in 1995; $1,066,083 in 1994 $258,220 $494,649 Deposits 128,354 151,235 Investments, net of valuation allowance of $64,233 in 1995 7,593 71,826 ------- ------- $394,167 $717,710 5. NOTES RECEIVABLE Notes receivable as of March 31, 1995 and 1994, consist of the following: 1995 1994 ---- ---- Note receivable from Columbia Services Group, Inc. (CSG). Outstanding principal due in monthly installments of $1,427 including interest at 8.5%. The note is collateralized by the unencumbered receivables of CSG. $ 12,402 $ 25,376 Note receivable from stockholder. The note bears interest at 7.5%. Principal is to be repaid upon sale of individual's stock. 346,207 346,207 Note receivable from officer of the Company. Interest is payable at an interest rate of 6%. Final payment due July 16, 1996. 37,755 48,130 ------- ------- 396,364 419,713 Less: current portion (12,402) (16,024) ------- ------- Noncurrent portion $383,962 $403,689 ======= ======= 6. NOTES PAYABLE Notes payable as of March 31, 1995 and 1994, consist of the following: 1995 1994 ---- ---- Line of credit agreement $ - $1,378,481 Note payable in monthly installments of $391 with interest included at 11.5%, due May 1994. Secured by the vehicle purchased. - 767 --------- --------- - 1,379,248 Less: current portion - (1,379,248) --------- --------- Long-term portion $ - $ - ========= ========= The Company has a line of credit agreement with a bank for a maximum of $2,500,000 which expires August 31, 1995. Interest is payable monthly at the bank's prime lending rate plus 1.5%. The line of credit is secured by substantially all business assets of the Company. The line of credit agreement contains various covenants, including a minimum tangible net worth, as defined in the agreement, of $3,250,000. 7. OTHER LIABILITIES Other current liabilities as of March 31, 1995 and 1994, consist of the following: 1995 1994 ---- ---- Accrued payroll and benefits $1,446,455 $1,317,927 Payroll taxes payable 64,376 53,285 Other 471,898 105,862 --------- --------- $1,982,729 $1,477,074 ========= ========= 8. STOCKHOLDER'S EQUITY Stockholder's equity at March 31, 1995 and 1994, consists of the following: 12% noncumulative preferred stock, $100 par value, 23,700 shares authorized, issued and outstanding $2,370,000 $2,370,000 Common stock, $.10 par value, 650,000 shares authorized, 510,000 shares issued 51,000 51,000 Retained earnings 1,522,640 1,656,324 Treasury stock, 60,435 shares at cost (95,500) (95,500) --------- --------- $3,848,140 $3,981,824 ========= ========= 9. BENEFIT PLANS The Company has a discretionary profit sharing plan covering substantially all employees. The plan contains 401(k) salary reduction and matching provisions. Employees may elect to enter into a salary reduction agreement for up to 16% of their salary. The Company matches 50% of employee contributions up to 6% of salary. Such expenses for the years ended March 31, 1995 and 1994, were $235,739 and $158,979, respectively. The Company also has a non-qualified supplemental income benefit plan providing certain officers' retirement benefits. Benefits are payable over an agreed upon period after termination. Benefits payable at March 31, 1995 and 1994, were $320,000 and $98,524, respectively, representing management's estimate of the present value of amounts to be paid for two individuals currently covered by the plan. Management does not expect to add additional participants. 10. COMMITMENTS AND CONTINGENCIES Leases - ------ The Company leases office space and equipment under agreements which expire at various dates through 1998. These leases are accounted for as operating leases. The following is a schedule of minimum lease payments: Year ending March 31, 1996 $1,353,732 1997 653,171 1998 633,299 1999 166,270 2000 78,066 --------- $2,884,538 ========= Subsequent to March 31, 1995, the Company amended the Silver Spring, Maryland office lease. The modification included a reduction in space, a shorter lease term, a decrease in the monthly rent, the assigning of the subleases from the Company to the landlord, the Company permitting the landlord to use certain furniture during the term of the rent lease, the Company forfeiting fifty percent of its $104,700 security deposit to the landlord on November 1, 1996 and the remaining fifty percent if the lease is not extended beyond the new term, and the Company making a one-time payment of $650,000 to the landlord. The lease, prior to the above discussed amendment included a six-month rental abatement period and a cash incentive of $1.2 million which was being amortized over the life of the original lease. The deferred rent liability is being amortized utilizing the straight-line basis over the remaining life of the amended lease. Rent expense for the office space and equipment leases for the years ended March 31, 1995 and 1994, was $1,331,706 and $1,566,133, respectively. Rent expense is net of rental income under sublease agreements of $367,863 and $166,733 for the years ended March 31, 1995 and 1994, respectively. The Company also leases equipment under capital leases. The following is a schedule of the future minimum lease payments: Year ending March 31, 1996 $ 5,096 1997 5,096 1998 2,942 ------ Total minimum lease payments 13,134 Less: amounts representing interest (2,877) ------ Present value of net minimum lease payments $10,257 DCAA Review - ----------- Substantially all of the revenue of the Company represents payments made by the Federal government on cost-plus-fixed-fee and time and materials contracts which are subject to audit by the Defense Contract Audit Agency. The DCAA has completed audits of the Company's incurred cost submissions through fiscal year 1987. The fiscal years 1988 through 1992 are currently being audited by DCAA. In the opinion of management, any disallowances by the government auditors, other than amounts already provided, will not materially affect the Company's financial statements. Agreements with Key Executives - ------------------------------ The Company has executed an agreement with the President and Chief Executive Officer. The contingent liability related to this agreement is based upon either the sale/transaction price of the Company if there is a change in control of the Company (as defined), or the fair market value of the Company if the individual elects to terminate his position or is terminated by the Company. The liability for future payments under these agreements would be measured by the sale/transaction price or fair market value of the Company and can range from a minimum of no liability to a maximum of $600,000. No amount has been accrued in the financial statements related to this agreement. 11. STOCK OPTION PLAN The Company has a stock option plan covering key executives. The Company has authorized the issuance of up to 55,600 shares of common stock. The plan calls for options to be granted to buy shares of common stock at the current fair market value, as determined by a committee of the Board of Directors. As of March 31, 1995, options for 16,000 shares have been granted to employees and former employees, and options for 15,000 shares have been granted to Board members at a grant price of $5 per share. During the years ended March 31, 1995 and 1994, there were no options granted, exercised or expired related to this plan. 12. INCOME TAXES For the year ended March 31, 1994, the Company began reporting its income for tax purposes on the accrual basis of accounting modified for unbilled receivables which are reported when billed. Deferred income taxes have been provided in the accompanying financial statements for the differences between financial and tax accounting. The Company had previously reported its income for tax purposes on the cash basis of accounting but changed as a result of the Internal Revenue Service (IRS) audit discussed below. The Company's tax returns for the year ended March 31, 1991, were audited by the IRS which questioned the Company's use of the cash basis for reporting taxable income. As a result of the audit the Company was assessed $983,000 in taxes for its fiscal years ended March 31, 1993, and began reporting taxable income using a modified accrual basis. The Company made a lump sum payment of $410,000 and will pay the remaining $573,000 over the three years ending March 31, 1998. The taxes assessed were less than the corresponding deferred taxes previously accrued by the Company, and accordingly, a tax benefit was recognized for the year ended March 31, 1995, as discussed below. The income tax benefit consists of the following: 1995 1994 ---- ---- Current provision $1,067,591 $ 69,100 Deferred benefit (1,548,780) (636,251) --------- --------- Total benefit $ (481,189) $ (567,151) ========= ========= Expected benefit at Federal rate $ (209,057) $ (500,588) State taxes, net of Federal tax benefit (28,407) (67,727) Other, primarily IRS settlement discussed above and nondeductible expenses (243,725) 1,164 --------- --------- Total benefit $ (481,189) $ (567,151) ========= ========= 13. LITIGATION At March 31, 1995, the Company was involved in litigation with a former employee. The Company is vigorously contesting the case and has filed counter claims against the individual. The former employee has filed a claim for breach of an employment contract and the Company has filed a counter claim against the former employee for breach of contract and failure to carry out his responsibilities. This case is currently in the initial discovery stage. In the opinion of management, there will be no material adverse effect on the Company's financial position resulting from this litigation. No amounts have been accrued in the accompanying financial statements related to this matter. 14. SUPPLEMENTAL CASH FLOW INFORMATION 1995 1994 ---- ---- Cash paid during the year for: Interest $234,154 $78,094 ======= ====== Income taxes $538,502 $ 4,840 ======= ====== 15. SUBSEQUENT EVENT On July 6, 1995, the Company's sole stockholder received and agreed to a letter of intent from CACI International, Inc. to effect the acquisition of the Company's capital stock within three months of execution of the letter. SUPPLEMENTAL INFORMATION [Rubino & McGeehin Chartered Certified Public Accountants Logo] INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTAL INFORMATION To the Board of Directors Automated Sciences Group, Inc. Our audits were made for the purpose of forming an opinion on the consolidated financial statements, taken as a whole, of Automated Sciences Group, Inc. for the years ended March 31, 1995 and 1994, presented in the preceding section of this report. The supplemental information on page 16 is presented for purposes of additional analysis and is not a required part of the consolidated financial statements. Such information has been subjected to the audit procedures applied in the audits of the consolidated financial statements, and, in our opinion, is fairly stated in all material respects in relation to the consolidated financial statements taken as a whole. /s/ Rubino & McGeehin May 19, 1995 AUTOMATED SCIENCES GROUP, INC. SCHEDULES OF DIRECT, INDIRECT AND OTHER EXPENSES (PARENT ONLY) For the years ended March 31, 1995 and 1994
1995 1994 ---- ---- Direct Indirect Other Direct Indirect Other ------------------------------------------ ------------------------------------------ Amortization and depreciation $ $ 269,745 $ - $ - $ 232,931 $ - Consulting 453,066 101,355 - 1,138,370 234,555 - Development and training - 12,139 - - 15,971 - Dues and subscriptions - 26,285 - - 32,618 - Employee health and welfare - 24,255 - - 26,312 - Equipment rental 438 118,162 - 15,786 180,410 - Insurance - 408,276 (78,609) - 549,496 210,273 Maintenance 37,102 85,868 - 38,683 115,458 - Materials 1,219,668 4,436 - 1,015,536 8,568 - Miscellaneous 761 345,085 213,437 263 220,217 3,391 Office supplies - 161,582 - - 186,218 - Outside personnel 12,625 19,224 - 25,306 18,831 - Penalties - - 586 - - 253 Pension and profit sharing - 451,465 - - 158,979 - Professional and legal - 315,035 - - 166,591 6,596 Provision for bad debt - - - - - - Recruitment and advertising - 12,111 - - 7,270 - Relocation - 7,707 - - 18,299 - Rent - 1,230,176 - - 1,226,490 - Salaries 6,525,321 3,138,726 133,329 6,713,090 3,420,032 - Subcontract 2,934,000 - - 3,737,709 - - Taxes - payroll - 750,999 - - 789,655 - Taxes- other - 60,436 - - 66,570 - Technical meetings and conferences - 10,195 - - 20,196 - Telephone 12,976 94,929 - 15,114 113,943 - Travel and automobile 813,530 157,844 - 736,450 191,402 - Write-down of unbilled receivables - - - - - 1,485,648 Other income - - (84,599) - - (6,589) --------- --------- ------- --------- --------- --------- $12,009,487 $7,806,035 $184,144 $13,436,307 $8,001,012 $1,699,572 ========== ========= ======= ========= ========= =========
CACI INTERNATIONAL INC UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET JUNE 30, 1995
PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA ASSETS ---------- ----------- --------- Current assets Cash $ 1,996,000 $(1,799,000) $ 197,000 Accounts receivable, net 48,322,000 8,308,000 56,630,000 Deferred income taxes 156,000 0 156,000 Prepaid expenses 3,860,000 27,000 3,887,000 ---------- ---------- ---------- Total current assets 54,334,000 6,536,000 60,870,000 ---------- --------- ---------- Fixed assets, net of accumulated depreciation & amortization 8,526,000 525,000 9,051,000 ---------- --------- ---------- Accounts receivable, long term 4,489,000 0 4,489,000 Goodwill, net 5,413,000 2,382,000 7,795,000 Deferred income taxes 698,000 0 698,000 Other assets 1,182,000 151,000 1,333,000 ---------- --------- ---------- TOTAL ASSETS 74,642,000 9,594,000 84,236,000 ========== ========= ========== LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities Accounts payable 11,719,000 3,891,000 15,610,000 Accrued compensation and benefits 13,310,000 2,143,000 15,453,000 Deferred rent expense 561,000 1,022,000 1,583,000 Income taxes payable 1,944,000 198,000 2,142,000 Deferred income taxes 283,000 1,350,000 1,633,000 ---------- --------- ---------- Total current liabilities 27,817,000 8,604,000 36,421,000 ---------- --------- ---------- Long-term liabilities Deferred rent expense 2,197,000 655,000 2,852,000 Deferred income taxes 143,000 143,000 TOTAL LIABILITIES 30,157,000 9,259,000 39,416,000 ---------- --------- ---------- Stockholder's equity 44,485,000 335,000 44,820,000 ---------- --------- ---------- TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $74,642,000 $9,594,000 $84,236,000 ========== ========= ==========
Represents the allocation of the purchase price of $5,540,000 to all of the assets, liabilities and intangible assets of Automated Sciences Group, Inc. ("ASG"). The purchase price was allocated to the net tangible and intangible assets acquired based upon preliminary estimates of their fair values at the date of acquisition. The excess of the purchase price over the fair value of net assets acquired was $2,382,000. This excess has been recorded as goodwill and will be amortized on a straight line basis over 15 years. The preliminary purchase price allocation is subject to change during the year ending June 30, 1996, as additional information concerning net asset valuations is obtained. Therefore, the final allocation may differ from the preliminary allocation. Includes a $2,600,000 payment for ASG. Adjustments reflecting write off to the cash surrender value of keyman life insurance policy for $218,000; a $350,000 reduction in notes receivable; a $8,000 write off to stock investment; a $23,000 write off of employee advances; and elimination of equity in a wholly owned subsidiary, QuickSource, Inc., for $63,000. Offset by the purchase price discussed in note . Includes $2,940,000 accrued for the remaining amount due for the purchase of ASG. To record $395,000 tax benefit to reflect the write offs discussed above. CACI INTERNATIONAL INC UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS JUNE 30, 1995
PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA ---------- ----------- --------- REVENUE $232,964,000 $19,839,000 $252,803,000 ----------- ---------- ----------- COSTS AND EXPENSES Direct costs 126,442,000 12,150,000 138,592,000 Indirect costs and selling expenses 87,688,000 8,464,000 96,152,000 Depreciation and amortization 4,981,000 293,000 5,274,000 Total operating expenses 219,111,000 20,907,000 240,018,000 ----------- ---------- ----------- 13,853,000 (1,068,000) 12,785,000 Interest expense 478,000 234,000 712,000 ----------- ---------- ---------- INCOME BEFORE INCOME TAXES 13,375,000 (1,302,000) 12,073,000 INCOME TAXES 5,219,000 (876,000) 4,343,000 ----------- ---------- ---------- NET INCOME $ 8,156,000 $ (426,000) $ 7,730,000 =========== ========== =========== EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE $0.77 $(0.04) $0.73 AVERAGE NUMBER OF SHARES AND EQUIVALENT SHARES OUTSTANDING 10,611,000 10,611,000 10,611,000 ========== ========== ==========
Represents the historical results of ASG as of June 30, 1995. Adjustments includes write off to the cash surrender value of keyman life insurance policy for $218,000; a $350,000 reduction in notes receivable; a $8,000 write off to stock investment; a $23,000 write off of employee advances; and a $21,000 vacation adjustment. To record $395,000 tax benefit to reflect the write offs discussed above. 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/ Dated: November 8, 1995 - ------------------------------ Jeffrey P. Elefante Sr. Vice President, General Counsel and Corporate Secretary EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-K FOR FY95 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS YEAR JUN-30-1995 JUN-30-1995 1,996,000 0 54,226,000 (1,415,000) 0 54,334,000 22,453,000 (13,927,000) 74,642,000 27,817,000 0 1,357,000 0 0 43,128,000 74,642,000 0 232,964,000 0 126,442,000 92,176,000 493,000 478,000 13,375,000 5,219,000 8,156,000 0 0 0 8,156,000 0.77 0.77
EX-99 3 Exhibit 99(a) October 26, 1995 CACI Announces Intent to Acquire IMS Technologies, Inc. Arlington, Va.--CACI International Inc (NASDAQ: CACI) announced today that they have signed a Letter of Intent to acquire all of the stock of IMS Technologies, Inc. (IMS) for $6.5 million in cash. The agreement also calls for the payment of consulting fees of $1.5 million over 3 years to four founders of IMS. The acquisition is subject to due diligence, and approval of a detailed acquisition agreement by each Company's Board of Directors. The transaction is expected to close on or about January 3, 1996. IMS has approximately 375 employees, and generates approximately $22 million per year in revenue. IMS helps clients solve complex management and technical problems through effective use of information technology. These services are provided to the U.S. Navy, the Departments of Justice and Education, the Drug Enforcement Agency, the Social Security Administration and the IRS. IMS is headquartered in Rockville, MD and has major offices in Dahlgren, VA, Arlington, VA, New Orleans, LA, and Cherry Point, NC. Based upon current forecasts, the acquisition should provide at least $0.05 in earnings per share during the first full year of operations. Chairman, President and CEO Dr. Jack London said, "We are extremely pleased to have the people of IMS Technologies join with CACI. They are well managed, and have received numerous awards for being an outstanding small business contractor. IMS will make a significant contribution to our future growth." Dr. London also noted, "The addition of IMS is a further step in our business plan which calls for synergistic, anti-dilutive niche acquisitions." CACI is an international information technology products and services corporation. The company specializes in developing and integrating systems, software,, and simulation products in support of government agencies and commercial enterprises worldwide. ### For further information contact: Samuel Strickland CACI International Inc (703) 841-7800 Douglas Poretz Douglas Poretz, Ltd. (703) 506-1778 -----END PRIVACY-ENHANCED MESSAGE-----