0001157523-18-002234.txt : 20181031 0001157523-18-002234.hdr.sgml : 20181031 20181031164214 ACCESSION NUMBER: 0001157523-18-002234 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181031 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181031 DATE AS OF CHANGE: 20181031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CACI INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000016058 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 541345888 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31400 FILM NUMBER: 181150862 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 1 a51892262.htm CACI INTERNATIONAL INC 8-K


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

October 31, 2018
(Date of Report)

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

Delaware

001-31400

54-1345888

(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    


ITEMS 2.02

and 7.01:

RESULTS OF OPERATIONS AND FINANCIAL CONDITION; REGULATION FD DISCLOSURE

On October 31, 2018, the Registrant released its financial results for the first quarter fiscal year 2019.

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 November 1, 2018 is attached as Exhibit 99 to this current report on Form 8-K.

ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits



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/ J. William Koegel, Jr.

J. William Koegel, Jr.

Executive Vice President,

General Counsel and Secretary

EX-99 2 a51892262ex99.htm EXHIBIT 99

Exhibit 99

CACI Reports Results for Its Fiscal 2019 First Quarter and Raises Full-Year Net Income Guidance

Record first quarter revenue of $1.17 billion, up 7.4 percent

Record first quarter net income of $78.8 million, up 87.5 percent

Record contract awards of $2.54 billion, up 111 percent

Record contract funding orders of $1.68 billion, up 14.2 percent

ARLINGTON, Va.--(BUSINESS WIRE)--October 31, 2018--CACI International Inc (NYSE:CACI), a leading information solutions and services provider to the federal government, announced results today for its first fiscal quarter ended September 30, 2018.

CEO Commentary and Outlook

Ken Asbury, CACI’s President and CEO, said, “We start our new fiscal year with outstanding first quarter performance positioning the company for an excellent Fiscal Year 2019. Nearly half of our revenue growth was organic. And profitability benefited from a combination of strong program performance and several contributors that occurred earlier than expected. In addition, we set a record for both awards and contract funding and continued to generate strong cash flow. We are raising earnings guidance to reflect first quarter performance, and we are confident in our long-term growth strategy and ability to continue to deliver value for our customers and shareholders.”

First Quarter Results

             
(in millions except per-share data)   Q1, FY19   Q1, FY18   % Change
Revenue   $1,165.9   $1,085.8   7.4%
Operating income   $99.6   $67.3   48.0%
Net income   $78.8   $42.0   87.5%
Diluted earnings per share   $3.10   $1.67   86.2%
Cash provided by operating activities   $83.1   $79.7   4.3%
     

Revenue for the first quarter of Fiscal Year 2019 (FY19) increased compared to the first quarter of Fiscal Year 2018 (FY18) driven by new business wins, on-contract growth, and acquired contracts. Operating income growth was driven by strong program performance, the timing of revenue on several items including product sales and the adoption of ASC 606, and indirect cost control. In addition to the above items, net income also benefited from a lower tax rate resulting from tax reform and benefits under ASU 2016-09 (Improvements to Employee Share-Based Payment Accounting). Cash provided by operations in the quarter was $83.1 million.


Additional Financial Metrics

             
    Q1, FY19   Q1, FY18   % Change
Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), a non-GAAP measure (in millions)*   $116.3   $84.0   38.5%
Days sales outstanding**   67   64    
*See Reconciliation of Net Income to Earnings before Interest, Taxes, Depreciation and Amortization on page 9.
**The calculation of Days Sales Outstanding for Q1 FY19 excludes amounts related to the Navy Systems Engineering business acquired during the quarter
 

First Quarter Awards and Contract Funding Orders

Our contract awards in the quarter were $2.54 billion, which excludes ceiling values of multi-award, indefinite delivery, indefinite quantity (IDIQ) contracts. Approximately 60 percent of our awards were for new business. Some notable awards during the quarter were:

  • A five-year, $413 million award with the U.S. Army Communications-Electronics Research, Development, and Engineering Center to support TROJAN STRONG systems that provide intelligence collection and dissemination, access to signals intelligence, and fused intelligence data in near real-time.
  • A four-year, $194 million task order to provide enterprise IT infrastructure, integration, and support to a federal civilian customer.
  • A five-year task order with a ceiling value of $162 million to provide engineering, logistics, and business management support to the U.S. Army’s Project Manager Mission Command. The contract was awarded under the General Services Administration’s OASIS contract vehicle.
  • A five-year $135 million prime contract to upgrade a DoD medical logistics system.
  • A five-year task order with a ceiling value of $75 million to deliver defense health readiness engineering support for the Space and Naval Warfare Systems Center Atlantic. The contract was awarded under the SeaPort-e contract vehicle.
  • A five-year, single-award IDIQ contract with a ceiling value of $50 million to provide training solutions and support for a DoD customer.
  • Several key multiple-award IDIQ contracts, including a $980 million award with the Naval Air Warfare Center, and two awards with the Deputy Chief of Naval Operations with values of $184 million and $174 million.

Contract funding orders in the quarter were $1.7 billion, 14.2 percent higher than the year earlier quarter. Total backlog at September 30, 2018 was $13.0 billion, a 17.5 percent increase over the year earlier. Funded backlog at September 30, 2018 was $2.7 billion, 18.2 percent higher than the year earlier.


Other Highlights

  • CACI acquired the Systems Engineering and Acquisition Support Services Business Unit of CSRA LLC, a managed affiliate of General Dynamics Information Technology, Inc. The acquisition of this highly specialized provider of comprehensive engineering services to the U.S. Navy unites two businesses with long-term customer relationships, complementary capabilities, and premier technical credentials, expanding CACI’s legacy work for the U.S. Navy.
  • On October 17, 2018, CACI and its co-sponsors held the 11th symposium in the critical Asymmetric Threat symposia series on national security challenges: “Solutions and Innovations for Defeating Asymmetric Threats.” The post-symposium report will be released in the near future.
  • Angie Casper joined CACI as Executive Vice President and Chief Human Resources Officer. She brings more than 30 years of experience in supporting, developing, and leading HR organizations with ethics and integrity. This includes serving as HR Vice President for a $3 billion defense IT business and a $3 billion global training and logistics business. The Company welcomes her leadership in developing and delivering programs that attract the industry’s top professionals to CACI and enhances our employees’ experience.

CACI Raises Its FY19 Guidance

We are raising our FY19 guidance that was issued on August 15, 2018 as a result of the strong operating performance in the first quarter, expected performance during the remainder of FY19, and a lower effective tax rate. The table below summarizes our FY19 expectations and represents our views as of October 31, 2018.

         

(In millions except for tax rate and earnings per share)

 

Current Fiscal Year
2019 Guidance

 

Previous Fiscal Year
2019 Guidance

Revenue   $4,700 - $4,900   $4,700 - $4,900
Net income   $250 - $260   $234 - $244
Effective corporate tax rate   21.7%   24.9%
Diluted earnings per share   $9.77 - $10.16   $9.14 - $9.53
Diluted weighted average shares   25.6   25.6
   

Conference Call Information

We have scheduled a conference call for 8:30 AM Eastern Time Thursday, November 1, 2018 during which members of our senior management team will be making a brief presentation focusing on first 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 http://investor.caci.com/news/#upcomingevent, at the scheduled time. A replay of the call will also be available over the Internet and can be accessed through our homepage (www.caci.com) by clicking on the CACI Investor Relations tab.

CACI provides information solutions and services in support of national security missions and government transformation for Intelligence, Defense, and Federal Civilian customers. A Fortune Magazine World’s Most Admired Company in the IT Services industry, CACI is a member of the Fortune 1000 Largest Companies, the Russell 2000 Index, and the S&P SmallCap600 Index. CACI’s sustained commitment to ethics and integrity defines its corporate culture and drives its success. With approximately 20,000 employees worldwide, CACI provides dynamic career opportunities for military veterans and industry professionals to support the nation’s most critical missions. Join us! 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: legal, regulatory, and political change successive presidential administrations that could result in economic uncertainty; changes in U.S. federal agencies, current agreements with other nations, foreign events, or any other events which may affect the global economy; regional and national economic conditions in the United States and globally; terrorist activities or war; changes in interest rates; currency fluctuations; significant fluctuations in the equity markets; changes in our effective tax rate; failure to achieve contract awards in connection with re-competes 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, implementation of spending cuts (sequestration) under the Budget Control Act of 2011, or any legislation that amends or changes discretionary spending levels under that act; changes in budgetary priorities or in the event of a priority need for funds, such as homeland security; government contract procurement (such as bid protest, small business set asides, loss of work due to organizational conflicts of interest, etc.) and termination risks; the results of government audits and reviews conducted by the Defense Contract Audit Agency, the Defense Contract Management Agency, or other governmental entities with cognizant oversight; 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); market speculation regarding our continued independence; 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, and (iii) competition for task orders under Government Wide Acquisition Contracts (GWACs) and/or schedule contracts with the General Services Administration; the potential impact of the announcement or consummation of a proposed transaction and our ability to successfully integrate the operations of our recent and any future acquisitions; our own ability to achieve the objectives of near term or long range business plans; and other risks described in our Securities and Exchange Commission filings.

CACI-Earnings Release


     
Selected Financial Data
 
CACI International Inc
Condensed Consolidated Statements of Operations (Unaudited)
(Amounts in thousands, except per share amounts)
 
Quarter Ended
9/30/2018 9/30/2017 % Change
Revenue $ 1,165,864 $ 1,085,814 7.4%
Costs of revenue
Direct costs 782,760 739,678 5.8%
Indirect costs and selling expenses 264,757 261,244 1.3%
Depreciation and amortization   18,747   17,588 6.6%
Total costs of revenue   1,066,264   1,018,510 4.7%
Operating income 99,600 67,304 48.0%
Interest expense and other, net   8,886   11,247 -21.0%
Income before income taxes 90,714 56,057 61.8%
Income taxes   11,881   14,011 -15.2%
Net income $ 78,833 $ 42,046 87.5%
 
Basic earnings per share $ 3.19 $ 1.72 85.6%
Diluted earnings per share $ 3.10 $ 1.67 86.2%
 
Weighted average shares used in per share computations:
Basic 24,737 24,487
Diluted 25,424 25,243
 
Statement of Operations Data (Unaudited)
Quarter Ended
9/30/2018 9/30/2017 % Change
Operating income margin 8.5% 6.2%
Tax rate 13.1% 25.0%
Net income margin 6.8% 3.9%
 
Adjusted EBITDA* $ 116,347 $ 84,010 38.5%
Adjusted EBITDA margin 10.0% 7.7%

 

*See Reconciliation of Net Income to Adjusted Earnings before Interest, Taxes, Depreciation and Amortization on page 9


   
Selected Financial Data (Continued)
 
CACI International Inc
Condensed Consolidated Balance Sheets (Unaudited)
(Amounts in thousands)
9/30/2018 6/30/2018
ASSETS:
Current assets
Cash and cash equivalents $ 75,487 $ 66,194
Accounts receivable, net 945,564 806,871
Prepaid expenses and other current assets   73,074   58,126
Total current assets 1,094,125 931,191
 
Goodwill and intangible assets, net 2,902,046 2,862,590
Property and equipment, net 109,780 101,140
Other long-term assets   145,204   139,285
Total assets $ 4,251,155 $ 4,034,206
 
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities
Current portion of long-term debt $ 46,920 $ 46,920
Accounts payable 135,311 82,017
Accrued compensation and benefits 253,585 259,442
Other accrued expenses and current liabilities   186,175   150,602
Total current liabilities 621,991 538,981
 
Long-term debt, net of current portion 1,049,269 1,015,420
Other long-term liabilities   389,837   372,918
Total liabilities   2,061,097   1,927,319
 
Shareholders' equity   2,190,058   2,106,887
Total liabilities and shareholders' equity $ 4,251,155 $ 4,034,206

   
Selected Financial Data (Continued)
 
CACI International Inc
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Amounts in thousands)
 
Three Months Ended
  9/30/2018     9/30/2017  
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 78,833 $ 42,046

Reconciliation of net income to net cash provided by operating activities:

Depreciation and amortization 18,747 17,588
Amortization of deferred financing costs 579 1,108
Stock-based compensation expense 5,698 6,351
Deferred income taxes 10,086 10,738

Changes in operating assets and liabilities, net of effect of business acquisitions:

Accounts receivable, net (64,339 ) (30,027 )
Prepaid expenses and other assets (12,678 ) (14,302 )
Accounts payable and accrued expenses 71,337 67,689
Accrued compensation and benefits (16,763 ) (12,696 )
Income taxes payable and receivable (5,218 ) (12,237 )
Long-term liabilities   (3,176 )   3,435  
Net cash provided by operating activities   83,106     79,693  
 
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (9,368 ) (7,512 )
Cash paid for business acquired, net of cash acquired (89,956 ) (406 )
Other   (409 )   217  
Net cash used in investing activities   (99,733 )   (7,701 )
 
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (payments) under credit facilities 33,270 (63,491 )
Payment of contingent consideration (616 ) (3,581 )
Proceeds from employee stock purchase plans 1,527 1,300
Repurchase of common stock (1,393 ) (1,210 )
Payment of taxes for equity transactions   (6,576 )   (4,384 )
Net cash provided by (used in) financing activities   26,212     (71,366 )
Effect of exchange rate changes on cash and cash equivalents   (292 )   878  
Net increase in cash and cash equivalents 9,293 1,504
Cash and cash equivalents, beginning of period   66,194     65,539  
Cash and cash equivalents, end of period $ 75,487   $ 67,043  

         
Selected Financial Data (Continued)
 
Revenue by Customer Type (Unaudited)
Quarter Ended        
(dollars in thousands) 9/30/2018   9/30/2017  

$ Change

  % Change
Department of Defense $ 818,266 70.2 % $ 727,879 67.1 % $ 90,387 12.4 %
Federal Civilian Agencies 292,202 25.1 % 306,571 28.2 % (14,369 ) -4.7 %
Commercial and other   55,396   4.7 %     51,364   4.7 %     4,032     7.8 %
Total $ 1,165,864   100.0 %   $ 1,085,814   100.0 %   $ 80,050     7.4 %
 
Revenue by Contract Type (Unaudited)
Quarter Ended        
(dollars in thousands) 9/30/2018   9/30/2017  

$ Change

  % Change
Cost reimbursable $ 641,527 55.0 % $ 553,729 51.0 % 87,798 15.9 %
Fixed price 344,004 29.5 % 358,193 33.0 % (14,189 ) -4.0 %
Time and materials   180,333   15.5 %     173,892   16.0 %   $ 6,441     3.7 %
Total $ 1,165,864   100.0 %   $ 1,085,814   100.0 %   $ 80,050     7.4 %
 
Revenue Received as a Prime versus Subcontractor (Unaudited)
Quarter Ended        
(dollars in thousands) 9/30/2018   9/30/2017  

$ Change

  % Change
Prime $ 1,089,872 93.5 % $ 1,010,150 93.0 % $ 79,722 7.9 %
Subcontractor   75,992   6.5 %     75,664   7.0 %     328     0.4 %
Total $ 1,165,864   100.0 %   $ 1,085,814   100.0 %   $ 80,050     7.4 %
     
Contract Funding Orders Received (Unaudited)
  Quarter Ended        
(dollars in thousands) 9/30/2018   9/30/2017  

$ Change

  % Change
Contract Funding Orders $ 1,681,902   $ 1,472,373   $ 209,529   14.2 %

 

Selected Financial Data (Continued)

 

Reconciliation of Net Income to Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)

(Unaudited)

 

The Company views Adjusted EBITDA and Adjusted EBITDA margin, both of which are defined as non-GAAP measures, as important indicators of performance, consistent with the manner in which management measures and forecasts the Company’s performance. Adjusted EBITDA is a commonly used non-GAAP measure when comparing our results with those of other companies. We define Adjusted EBITDA as GAAP net income plus net interest expense, income taxes, depreciation and amortization, and earnout adjustments. We consider Adjusted EBITDA to be a useful metric for management and investors to evaluate and compare the ongoing operating performance of our business on a consistent basis across reporting periods, as it eliminates the effect of non-cash items such as depreciation of tangible assets, amortization of intangible assets primarily recognized in business combinations, as well as the effect of earnout gains and losses, which we do not believe are indicative of our core operating performance. Adjusted EBITDA margin is adjusted EBITDA divided by revenue. These non-GAAP measures should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.

   
Quarter Ended
(dollars in thousands)   9/30/2018       9/30/2017     % Change
Net income $ 78,833   $ 42,046 87.5 %
Plus:
Income taxes 11,881 14,011 -15.2 %
Interest expense, net 8,886 11,247 -21.0 %
Depreciation and amortization 18,747 17,588 6.6 %
Earnout adjustments   (2,000 )     (882 )   126.8 %
Adjusted EBITDA $ 116,347     $ 84,010     38.5 %
 
Quarter Ended
(dollars in thousands)   9/30/2018       9/30/2017     % Change
Revenue, as reported $ 1,165,864 $ 1,085,814 7.4 %
Adjusted EBITDA $ 116,347     $ 84,010     38.5 %
Adjusted EBITDA margin   10.0 %     7.7 %    

 

Selected Financial Data (Continued)

 

Reconciliation of FY18 Adjusted Net Income Assuming a

Full Year of Tax Reform

(Unaudited)

 
The Company views FY18 Adjusted Net Income Assuming a Full Year of Tax Reform, a non-GAAP measure, as an important indicator of performance, consistent with the manner in which management measures and forecasts the Company’s performance. FY18 Adjusted Net Income Assuming a Full Year of Tax Reform is defined as GAAP net income excluding (1) the one-time net benefit from Tax Reform consisting of the remeasurement of deferred taxes, partially offset by transition tax on cumulative foreign earnings, and including (2) the application of the new lower federal tax rate of 21% to all of FY18 as if the rate was in effect at that time. We believe that FY18 Adjusted Net Income Assuming a Full Year of Tax Reform is useful to investors as it allows investors to more easily compare FY19 guidance and results to FY18 results with a normalized tax rate. This non-GAAP measure should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.
                   
 
Q1 Q2 Q3 Q4 YTD
9/30/2017 12/31/2017   3/31/2018 6/30/2018   6/30/2018  
(Amounts in thousands, except per share amounts) Net

Income

Diluted EPS Net

Income

Diluted EPS Net

Income

Diluted EPS Net

Income

Diluted EPS Net

Income

Diluted EPS
Net income, as reported $ 42,046 $ 1.67 $ 142,795 $ 5.66 $ 64,499 $ 2.56 $ 51,831 $ 2.05 $ 301,171 $ 11.93
Remeasurement of deferred taxes - - (94,831 ) (3.76 ) - - (1,438 ) (0.06 ) (96,269 ) (3.81 )
Transition tax on foreign earnings - - 9,676 0.38 - - - - 9,676 0.38
Impact of tax rate change for full year 4,853 0.19 2,347 0.10 6,737 0.26 3,716 0.15 17,653 0.70

 

                   

FY18 Adjusted Net Income Assuming a Full Year of Tax Reform

$ 46,899 $ 1.86 $ 59,987   $ 2.38   $ 71,236 $ 2.82 $ 54,109   $ 2.14   $ 232,231   $ 9.20  

CONTACT:
CACI International Inc
Corporate Communications and Media:
Jody Brown, Executive Vice President, Public Relations
703-841-7801
jbrown@caci.com
or
Investor Relations:
Dan Leckburg, Senior Vice President, Investor Relations
703-841-7666
dleckburg@caci.com