8-K

CACI INTERNATIONAL INC /DE/ (CACI)

8-K 2021-01-27 For: 2021-01-27
View Original
Added on April 12, 2026

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 27, 2021

(Date of Report)

CACI International Inc

(Exact name of registrant as specified in its Charter)

Delaware 001-31400 54-1345888
(State or other jurisdiction<br><br> <br>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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock CACI New York Stock Exchange

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<br><br><br><br><br><br><br><br><br><br><br> 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  ☐

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.


ITEMS 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION;
and 7.01: REGULATION FD DISCLOSURE

On January 27, 2021, the Registrant released its financial results for the second quarter fiscal year 2021.

A copy of the Registrant’s press release announcing the financial results as well as the schedule for a conference call and webcast on January 28, 2021 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<br> Release dated January 27, 2021 announcing CACI’s financial results for the second quarter FY21.

SIGNATURES

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 thereunto duly authorized.

CACI International Inc
Date: January 27, 2021 By: s/ J. William Koegel, Jr.
J. William Koegel, Jr.
Executive Vice President, General Counsel and
Secretary

Exhibit 99

CACI Reports Results for Its Fiscal 2021 Second Quarter

Revenue of $1.5 billion, +5.2% year-over-year

Net income of $106.5 million, +34.5% year-over-year

Robust cash flow from operations

Contract awards of $2.1 billion

Reaffirms Fiscal Year 2021 Guidance

ARLINGTON, Va.--(BUSINESS WIRE)--January 27, 2021--CACI International Inc (NYSE: CACI), a leading provider of expertise and technology to government enterprise and mission customers, announced results today for its second fiscal quarter ended December 31, 2020.

CEO Commentary and Outlook

John Mengucci, CACI’s President and CEO, said, “We delivered solid organic growth, and our focus on delivery and operational excellence again drove strong profitability and robust cash flow. We also won a healthy level of contract awards in what is typically a seasonally light quarter. We are confident in our ability to continue to deliver value to our customers and shareholders.”

Second Quarter Results

(in millions except earnings per share and DSO) Q2, FY21 Q2, FY20 % Change
Revenue $1,468.7 $1,395.5 5.2%
Operating income $141.5 $110.2 28.5%
Net income $106.5 $79.2 34.5%
Diluted earnings per share $4.18 $3.11 34.4%
Net cash provided by operating activities excluding MARPA^1^ $189.8 $117.5 61.6%
Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), a non-GAAP measure^2^ $174.6 $140.9 23.9%
Days sales outstanding (DSO)^3^ 53 60
(1) Second quarter FY21 and second quarter FY20 net cash provided by operating activities exclude CACI’s Master Accounts Receivable Purchase Agreement (MARPA). For more<br> details, see the Reconciliation of Net Cash Provided by Operating Activities to Net Cash Provided by Operating Activities Excluding MARPA on page 10 of this release.
--- ---
(2) See the Reconciliation of Net Income to Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) on page 10 of this release.
(3) The DSO calculations for second quarter FY21 and second quarter FY20 exclude the impact of the Company’s MARPA, which was 10 days and 9 days, respectively.

Revenue in Q2 FY21 increased 5.2% year-over-year as reported and 4.3% organically. The year-over-year increase in operating income was driven by higher revenue, strong operating performance, favorable fixed-price contract performance, and lower indirect costs. The year-over-year increase in net income was due to higher operating income and lower interest expense, partially offset by a higher effective tax rate. The increase in cash from operations, excluding MARPA, was driven by higher net income and favorable working capital management.

Second Quarter Contract Awards

Contract awards in Q2 FY21 totaled $2.1 billion. These awards exclude ceiling values of multi-award, indefinite delivery, indefinite quantity (IDIQ) contracts. Some notable awards during the quarter were:

  • A four-and-a-half year task order, with a ceiling value of $160 million, by the U.S. Air Force Central Command’s (AFCENT) Network Operations and Security Center (NOSC) to provide enterprise expertise including networking, technical, and cyber support to multiple deployed AFCENT NOSC sites through U.S. Central Command (CENTCOM).
  • A five-year single award contract, with a ceiling value of $447 million, to provide acquisition mission technology.
  • A seven-year task order, with a ceiling value of $376 million, to provide mission technology to modernize a federal customer’s web-based supply chain system.
  • A three-year task order, with a ceiling value of $96 million, to provide engineering and logistics expertise for the U.S. Army’s Medical Communications for Combat Casualty Care (MC4) Program.
  • A six-and-a-half year indefinite delivery/indefinite quantity contract, with a ceiling of $1.5 billion, to continue providing automated litigation support services to federal agencies.

Total backlog as of December 31, 2020 was $22.4 billion compared with $20.3 billion a year ago, an increase of 10%. Funded backlog as of December 31, 2020 was $2.9 billion compared with $2.8 billion a year ago, an increase of 3%.

Additional Highlights

  • CACI announced the delivery of a flight model laser communications transmitter to the NASA Jet Propulsion Laboratory (JPL) for use on-board the Psyche spacecraft, whose mission is to study the origin of planetary cores in the asteroid belt.
  • CACI Board Member, The Honorable Susan M. “Sue” Gordon, the former Principal Deputy Director of National Intelligence (PDDNI), will receive the Intelligence and National Security Alliance’s (INSA) 2021 William Oliver Baker Award on September 25, 2021, in recognition of her extraordinary contribution to U.S. intelligence and national security affairs.
  • CACI Vice President and Army Client Executive Major General (Ret.), Randolph (Randy) Strong was inducted into the Army’s Command, Control, Communications, Computers, Cyber, Intelligence, Surveillance, and Reconnaissance (C5ISR) Hall of Fame. The event highlighted Mr. Strong’s military career and specifically his service as Commanding General of the United States Army Communications-Electronics Command (CECOM) from 2009 to 2012.
  • CACI received multiple accolades for veteran efforts this quarter including a Best Company for Veterans by Monster and Military.com, a Best Employer for Veterans by Forbes.com, and received the 2020 Northern Virginia Technology Council (NVTC) Veterans Employment Initiative (VEI) Veteran Service Award for the company’s longstanding commitment of both hiring and supporting military veterans, their families, and the military community.

Reaffirming FY21 Guidance

The table below summarizes our FY21 guidance and represents our views as of January 27, 2021.

(in millions except earnings per share) Current Fiscal Year 2021 Guidance
Revenue $6,050 - $6,250
Net income $372 - $392
Diluted earnings per share $14.47 - $15.25
Diluted weighted average shares 25.7
Net cash provided by operating activities at least $600

Conference Call Information

We have scheduled a conference call for 8:30 AM Eastern Time Thursday, January 28, 2021 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 webcast and view the accompanying exhibits on CACI’s investor relations website at http://investor.caci.com/news/#upcomingevent at the scheduled time. A replay of the call will also be available on CACI’s investor relations website at http://investor.caci.com/.


About CACI

CACI’s approximately 23,000 talented employees are vigilant in providing the unique expertise and distinctive technology that address our customers’ greatest enterprise and mission challenges. Our culture of good character, innovation, and excellence drives our success and earns us recognition as a Fortune World’s Most Admired Company. As a member of the Fortune 1000 Largest Companies, the Russell 1000 Index, and the S&P MidCap 400 Index, we consistently deliver strong shareholder value. Visit us at www.caci.com.

There are statements made herein that 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 risk factors that could cause actual results to be materially different from anticipated results. These risk factors include, but are not limited to, the following: our reliance on U.S. government contracts, which includes general risk around the government contract procurement process (such as bid protest, small business set asides, loss of work due to organizational conflicts of interest, etc.) and termination risks; significant delays or reductions in appropriations for our programs and broader changes in U.S. government funding and spending patterns; legislation that amends or changes discretionary spending levels or budget priorities, such as for homeland security or to address global pandemics like COVID-19; legal, regulatory, and political change from 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, including the impact of global pandemics like COVID-19; 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; competitive factors such as pricing pressures and/or competition to hire and retain employees (particularly those with security clearances); failure to achieve contract awards in connection with re-competes for present business and/or competition for new business; regional and national economic conditions in the United States and globally, including but not limited to: terrorist activities or war, changes in interest rates, currency fluctuations, significant fluctuations in the equity markets, and market speculation regarding our continued independence; our ability to meet contractual performance obligations, including technologically complex obligations dependent on factors not wholly within our control; limited access to certain facilities required for us to perform our work, including during a global pandemic like COVID-19; changes in tax law, the interpretation of associated rules and regulations, or any other events impacting our effective tax rate; changes in technology; 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 ability to achieve the objectives of near term or long-term business plans; the effects of health epidemics, pandemics and similar outbreaks may have material adverse effects on our business, financial position, results of operations and/or cash flows; 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)
Three Months Ended **** Six Months Ended
12/31/2020 12/31/2019 % Change 12/31/2020 12/31/2019 % Change
Revenue $ 1,468,711 $ 1,395,469 5.2% $ 2,928,217 $ 2,758,861 6.1%
Operating costs and expenses:
Costs of revenue 947,131 904,867 4.7% 1,887,065 1,783,748 5.8%
Indirect costs and selling expenses 347,807 352,448 -1.3% 702,811 710,040 -1.0%
Depreciation and amortization 32,234 27,967 15.3% 62,378 54,729 14.0%
Total operating expenses 1,327,172 1,285,282 3.3% 2,652,254 2,548,517 4.1%
Operating income 141,539 110,187 28.5% 275,963 210,344 31.2%
Interest expense and other, net 9,087 14,714 -38.2% 19,067 31,525 -39.5%
Income before income taxes 132,452 95,473 38.7% 256,896 178,819 43.7%
Income taxes 25,974 16,278 59.6% 56,774 31,647 79.4%
Net income $ 106,478 $ 79,195 34.5% $ 200,122 $ 147,172 36.0%
Basic earnings per share $ 4.22 $ 3.16 33.6% $ 7.95 $ 5.89 35.0%
Diluted earnings per share $ 4.18 $ 3.11 34.4% $ 7.86 $ 5.78 36.1%
Weighted average shares used in per share computations:
Basic 25,225 25,065 25,162 24,979
Diluted 25,451 25,435 25,469 25,483
Statement of Operations Data (Unaudited)
Three Months Ended **** Six Months Ended
12/31/2020 12/31/2019 12/31/2020 12/31/2019
**** **** % Change **** **** % Change
Operating income margin 9.6 % 7.9 % 9.4 % 7.6 %
Tax rate 19.6 % 17.1 % 22.1 % 17.7 %
Net income margin 7.2 % 5.7 % 6.8 % 5.3 %
Adjusted EBITDA* $ 174,580 $ 140,902 23.9% $ 340,016 $ 269,213 26.3%
Adjusted EBITDA Margin 11.9 % 10.1 % **** 11.6 % 9.8 %
* See Reconciliation of Net Income to Adjusted Earnings before Interest, Taxes,  Depreciation and Amortization on page 10.

Selected Financial Data (Continued)
CACI International Inc
Condensed Consolidated Balance Sheets (Unaudited)
(Amounts in thousands)
12/31/2020 6/30/2020
ASSETS:
Current assets
Cash and cash equivalents $ 102,114 $ 107,236
Accounts receivable, net 747,845 841,227
Prepaid expenses and other current assets 145,747 137,423
Total current assets 995,706 1,085,886
Goodwill and intangible assets, net 4,141,597 3,813,995
Property and equipment, net 180,258 170,521
Operating lease right-of-use assets 374,310 330,767
Other long-term assets 159,614 141,303
Total assets $ 5,851,485 $ 5,542,472
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities
Current portion of long-term debt $ 46,920 $ 46,920
Accounts payable 60,683 89,961
Accrued compensation and benefits 379,978 338,760
Other accrued expenses and current liabilities 285,223 293,518
Total current liabilities 772,804 769,159
Long-term debt, net of current portion 1,371,222 1,357,519
Other long-term liabilities 823,180 754,484
Total liabilities 2,967,206 2,881,162
Shareholders' equity 2,884,279 2,661,310
Total liabilities and shareholders' equity $ 5,851,485 $ 5,542,472

Selected Financial Data (Continued)
CACI International Inc
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Amounts in thousands)
Six Months Ended
12/31/2020 12/31/2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 200,122 $ 147,172
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization 62,378 54,729
Non-cash lease expense 38,436 35,850
Amortization of deferred financing costs 1,163 1,176
Stock-based compensation expense 15,041 14,499
Deferred income taxes (6,311 ) 14,104
Changes in operating assets and liabilities, net of effect of business acquisitions:
Accounts receivable, net 94,292 51,458
Prepaid expenses and other assets (20,605 ) (28,921 )
Accounts payable and other accrued expenses (30,087 ) 8,121
Accrued compensation and benefits 39,461 1,529
Income taxes payable and receivable 11,107 (21,384 )
Operating lease liabilities (37,916 ) (37,989 )
Long-term liabilities 15,206 (3,319 )
Net cash provided by operating activities 382,287 237,025
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (31,873 ) (41,035 )
Cash paid for business acquisitions, net of cash acquired (355,127 ) (102,056 )
Other - -
Net cash used in investing activities (387,000 ) (143,091 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (payments) under credit facilities 12,540 (68,460 )
Proceeds from employee stock purchase plans 4,664 3,665
Repurchases of common stock (4,420 ) (3,596 )
Payment of taxes for equity transactions (18,649 ) (29,083 )
Net cash used in financing activities (5,865 ) (97,474 )
Effect of exchange rate changes on cash and cash equivalents 5,456 157
Net decrease in cash and cash equivalents (5,122 ) (3,383 )
Cash and cash equivalents, beginning of period 107,236 72,028
Cash and cash equivalents, end of period $ 102,114 $ 68,645

Selected Financial Data (Continued)
Revenue by Customer Group (Unaudited)
Three Months Ended
(dollars in thousands) 12/31/2020 12/31/2019 Change % Change
Department of Defense 1,012,875 68.9% 990,381 71.0% 2.3%
Federal Civilian Agencies 390,034 26.6% 342,029 24.5% 14.0%
Commercial and other 65,802 4.5% 63,059 4.5% 4.3%
Total 1,468,711 100.0% 1,395,469 100.0% 5.2%
Six Months Ended
(dollars in thousands) 12/31/2020 12/31/2019 Change % Change
Department of Defense 2,017,070 68.9% 1,928,021 69.9% 4.6%
Federal Civilian Agencies 780,213 26.6% 706,022 25.6% 10.5%
Commercial and other 130,934 4.5% 124,818 4.5% 4.9%
Total 2,928,217 100.0% 2,758,861 100.0% 6.1%
Revenue by Contract Type (Unaudited)
Three Months Ended
(dollars in thousands) 12/31/2020 12/31/2019 Change % Change
Cost-plus-fee 843,584 57.5% 818,477 58.6% 3.1%
Fixed price 440,821 30.0% 388,867 27.9% 13.4%
Time and materials 184,306 12.5% 188,125 13.5% -2.0%
Total 1,468,711 100.0% 1,395,469 100.0% 5.2%
Six Months Ended
(dollars in thousands) 12/31/2020 12/31/2019 Change % Change
Cost-plus-fee 1,667,193 56.9% 1,566,191 56.8% 6.4%
Fixed price 874,635 29.9% 806,843 29.2% 8.4%
Time and materials 386,389 13.2% 385,827 14.0% 0.1%
Total 2,928,217 100.0% 2,758,861 100.0% 6.1%
Revenue by Prime or Subcontractor (Unaudited)
Three Months Ended
(dollars in thousands) 12/31/2020 12/31/2019 Change % Change
Prime 1,327,025 90.4% 1,266,655 90.8% 4.8%
Subcontractor 141,686 9.6% 128,814 9.2% 10.0%
Total 1,468,711 100.0% 1,395,469 100.0% 5.2%
Six Months Ended
(dollars in thousands) 12/31/2020 12/31/2019 Change % Change
Prime 2,653,863 90.6% 2,501,760 90.7% 6.1%
Subcontractor 274,354 9.4% 257,101 9.3% 6.7%
Total 2,928,217 100.0% 2,758,861 100.0% 6.1%
Revenue by Expertise or Technology (Unaudited)
Three Months Ended
(dollars in thousands) 12/31/2020 12/31/2019 Change % Change
Expertise 732,276 49.9% 742,034 53.2% -1.3%
Technology 736,435 50.1% 653,435 46.8% 12.7%
Total 1,468,711 100.0% 1,395,469 100.0% 5.2%
Six Months Ended
(dollars in thousands) 12/31/2020 12/31/2019 Change % Change
Expertise 1,472,959 50.3% 1,464,387 53.1% 0.6%
Technology 1,455,258 49.7% 1,294,474 46.9% 12.4%
Total 2,928,217 100.0% 2,758,861 100.0% 6.1%

All values are in US Dollars.


Selected Financial Data (Continued)
Contract Awards Received (Unaudited)
Three Months Ended ****
(dollars in thousands) 12/31/2020 12/31/2019 Change % Change
Contract Awards $ 2,129,108 $ 2,711,484 -21.5%
Six Months Ended
(dollars in thousands) 12/31/2020 12/31/2019 Change % Change
Contract Awards $ 3,963,866 $ 6,728,707 -41.1%

All values are in US Dollars.


Reconciliation of Net Cash Provided by Operating Activities to Net Cash Provided by Operating Activities Excluding MARPA (Unaudited)

The Company defines net cash provided by operating activities excluding CACI’s Master Accounts Receivable Purchase Agreement (MARPA) as net cash provided by operating activities calculated in accordance with GAAP, adjusted to exclude net cash received from CACI’s MARPA for the sale of certain designated eligible U.S. government receivables. Under the MARPA, the Company can sell eligible receivables, including certain billed and unbilled receivables up to a maximum amount of $200.0 million. The Company provides net cash provided by operating activities excluding MARPA to allow investors to more easily compare current period results to prior period results and to results of our peers. This non-GAAP measure should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.

Three Months Ended Three Months Ended
(dollars in thousands) 12/31/2020 12/31/2019
Net cash provided by operating activities $ 205,387 $ 133,821
Cash used (provided) by MARPA (15,553) (16,334)
Net cash provided by operating activities excluding MARPA $ 189,834 $ 117,487

Reconciliation of Net Income to Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (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 expense, including depreciation within direct costs, 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.

Three Months Ended Six Months Ended
(dollars in thousands) 12/31/2020 12/31/2019 % Change 12/31/2020 12/31/2019 % Change
Net income $ 106,478 $ 79,195 34.5% $ 200,122 $ 147,172 36.0%
Plus:
Income taxes 25,974 16,278 59.6% 56,774 31,647 79.4%
Interest income and expense, net 9,087 14,714 -38.2% 19,067 31,525 -39.5%
Depreciation and amortization expense, including amounts within direct costs 33,041 28,615 15.5% 64,053 55,969 14.4%
Earnout adjustments - 2,100 -100.0% - 2,900 -100.0%
Adjusted EBITDA $ 174,580 $ 140,902 23.9% $ 340,016 $ 269,213 26.3%
Three Months Ended Six Months Ended
(dollars in thousands) 12/31/2020 12/31/2019 % Change 12/31/2020 12/31/2019 % Change
Revenue, as reported $ 1,468,711 $ 1,395,469 5.2% $ 2,928,217 $ 2,758,861 6.1%
Adjusted EBITDA 174,580 140,902 23.9% 340,016 269,213 26.3%
Adjusted EBITDA margin 11.9% 10.1% 11.6% 9.8%

Contacts

Corporate Communications and Media:

          Jody Brown, Executive Vice President, Public Relations 

          \(703\) 841-7801, jbrown@caci.com

Investor Relations:

          Dan Leckburg, Senior Vice President, Investor Relations 

          \(703\) 841-7666, dleckburg@caci.com