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CACI INTERNATIONAL INC /DE/ - Quarter Report: 2022 December (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2022

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to          

Commission File Number 001-31400

 

CACI International Inc

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

54-1345888

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

12021 Sunset Hills Road, Reston, VA 20190

(Address of principal executive offices)

(703) 841-7800

(Registrant’s telephone number, including area code)

 

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes      No  

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).  Yes      No  

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

  

Accelerated filer

 

Non-accelerated filer

 

  

Smaller reporting company

 

 

 

 

 

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.  

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes      No  

As of January 12, 2023, there were 23,508,119 shares outstanding of CACI International Inc’s common stock, par value $0.10 per share.

 

 


 

 

CACI INTERNATIONAL INC

 

 

 

PAGE

PART I:

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements (Unaudited)

 

 

 

 

 

Condensed Consolidated Statements of Operations

3

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income

4

 

 

 

 

Condensed Consolidated Balance Sheets

5

 

 

 

 

Condensed Consolidated Statements of Cash Flows

6

 

 

 

 

Condensed Consolidated Statements of Shareholders’ Equity

7

 

 

 

 

Notes to Condensed Consolidated Financial Statements

8

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

21

 

 

 

Item 4.

Controls and Procedures

22

 

 

 

 

 

 

PART II:

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

23

 

 

 

Item 1A.

Risk Factors

25

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

25

 

 

 

Item 3.

Defaults Upon Senior Securities

25

 

 

 

Item 4.

Mine Safety Disclosures

25

 

 

 

Item 5.

Other Information

25

 

 

 

Item 6.

Exhibits

26

 

 

 

 

Signatures

27

 

 

 

2


 

 

PART I

FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Revenues

 

$

1,649,416

 

 

$

1,485,778

 

 

$

3,255,175

 

 

$

2,976,676

 

Costs of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct costs

 

 

1,094,314

 

 

 

974,018

 

 

 

2,150,086

 

 

 

1,948,189

 

Indirect costs and selling expenses

 

 

388,303

 

 

 

354,977

 

 

 

770,384

 

 

 

712,083

 

Depreciation and amortization

 

 

35,932

 

 

 

32,676

 

 

 

71,035

 

 

 

65,268

 

Total costs of revenues

 

 

1,518,549

 

 

 

1,361,671

 

 

 

2,991,505

 

 

 

2,725,540

 

Income from operations

 

 

130,867

 

 

 

124,107

 

 

 

263,670

 

 

 

251,136

 

Interest expense and other, net

 

 

19,942

 

 

 

11,009

 

 

 

36,135

 

 

 

21,407

 

Income before income taxes

 

 

110,925

 

 

 

113,098

 

 

 

227,535

 

 

 

229,729

 

Income taxes

 

 

23,824

 

 

 

22,799

 

 

 

51,309

 

 

 

51,321

 

Net income

 

$

87,101

 

 

$

90,299

 

 

$

176,226

 

 

$

178,408

 

Basic earnings per share

 

$

3.71

 

 

$

3.86

 

 

$

7.51

 

 

$

7.60

 

Diluted earnings per share

 

$

3.68

 

 

$

3.83

 

 

$

7.44

 

 

$

7.52

 

Weighted-average basic shares outstanding

 

 

23,506

 

 

 

23,399

 

 

 

23,463

 

 

 

23,480

 

Weighted-average diluted shares outstanding

 

 

23,676

 

 

 

23,598

 

 

 

23,677

 

 

 

23,722

 

See Notes to Unaudited Condensed Consolidated Financial Statements


3


 

 

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net income

 

$

87,101

 

 

$

90,299

 

 

$

176,226

 

 

$

178,408

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

17,123

 

 

 

575

 

 

 

(366

)

 

 

(6,187

)

Change in fair value of interest rate swap agreements,

   net of tax

 

 

(1,516

)

 

 

5,424

 

 

 

14,013

 

 

 

7,638

 

Other comprehensive income, net of tax

 

 

15,607

 

 

 

5,999

 

 

 

13,647

 

 

 

1,451

 

Comprehensive income

 

$

102,708

 

 

$

96,298

 

 

$

189,873

 

 

$

179,859

 

See Notes to Unaudited Condensed Consolidated Financial Statements


4


 

 

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

 

 

 

December 31,

 

 

June 30,

 

 

 

2022

 

 

2022

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

114,738

 

 

$

114,804

 

Accounts receivable, net

 

 

868,629

 

 

 

926,144

 

Prepaid expenses and other current assets

 

 

191,811

 

 

 

168,690

 

Total current assets

 

 

1,175,178

 

 

 

1,209,638

 

Goodwill

 

 

4,063,834

 

 

 

4,058,291

 

Intangible assets, net

 

 

543,058

 

 

 

581,385

 

Property, plant and equipment, net

 

 

195,567

 

 

 

205,622

 

Operating lease right-of-use assets

 

 

301,012

 

 

 

317,359

 

Supplemental retirement savings plan assets

 

 

95,752

 

 

 

96,114

 

Accounts receivable, long-term

 

 

11,843

 

 

 

10,199

 

Other long-term assets

 

 

168,305

 

 

 

150,823

 

Total assets

 

$

6,554,549

 

 

$

6,629,431

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

30,625

 

 

$

30,625

 

Accounts payable

 

 

270,768

 

 

 

303,443

 

Accrued compensation and benefits

 

 

345,779

 

 

 

405,722

 

Other accrued expenses and current liabilities

 

 

334,476

 

 

 

287,571

 

Total current liabilities

 

 

981,648

 

 

 

1,027,361

 

Long-term debt, net of current portion

 

 

1,534,961

 

 

 

1,702,148

 

Supplemental retirement savings plan obligations, net of current portion

 

 

103,512

 

 

 

102,127

 

Deferred income taxes

 

 

273,626

 

 

 

356,841

 

Operating lease liabilities, noncurrent

 

 

296,637

 

 

 

315,315

 

Other long-term liabilities

 

 

113,919

 

 

 

72,096

 

Total liabilities

 

$

3,304,303

 

 

$

3,575,888

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

Preferred stock $0.10 par value, 10,000 shares authorized, no shares issued or

   outstanding

 

 

 

 

 

 

Common stock $0.10 par value, 80,000 shares authorized; 42,911 shares

   issued and 23,508 outstanding at December 31, 2022 and 42,820 shares

   issued and 23,416 outstanding at June 30, 2022

 

 

4,291

 

 

 

4,282

 

Additional paid-in capital

 

 

578,470

 

 

 

571,650

 

Retained earnings

 

 

3,732,107

 

 

 

3,555,881

 

Accumulated other comprehensive loss

 

 

(17,429

)

 

 

(31,076

)

Treasury stock, at cost (19,404 and 19,404 shares, respectively)

 

 

(1,047,328

)

 

 

(1,047,329

)

Total CACI shareholders’ equity

 

 

3,250,111

 

 

 

3,053,408

 

Noncontrolling interest

 

 

135

 

 

 

135

 

Total shareholders’ equity

 

 

3,250,246

 

 

 

3,053,543

 

Total liabilities and shareholders’ equity

 

$

6,554,549

 

 

$

6,629,431

 

See Notes to Unaudited Condensed Consolidated Financial Statements


5


 

 

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

Six Months Ended

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

Net income

 

$

176,226

 

 

$

178,408

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

71,035

 

 

 

65,268

 

Amortization of deferred financing costs

 

 

1,126

 

 

 

1,147

 

Loss on extinguishment of debt

 

 

 

 

 

891

 

Non-cash lease expense

 

 

34,909

 

 

 

33,943

 

Stock-based compensation expense

 

 

20,196

 

 

 

14,698

 

Deferred income taxes

 

 

(48,320

)

 

 

(1,962

)

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

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

55,518

 

 

 

72,650

 

Prepaid expenses and other assets

 

 

(30,322

)

 

 

(24,701

)

Accounts payable and other accrued expenses

 

 

28,157

 

 

 

39,535

 

Accrued compensation and benefits

 

 

(59,917

)

 

 

(89,752

)

Income taxes payable and receivable

 

 

(5,110

)

 

 

46,402

 

Operating lease liabilities

 

 

(40,050

)

 

 

(34,169

)

Long-term liabilities

 

 

3,642

 

 

 

6,407

 

Net cash provided by operating activities

 

 

207,090

 

 

 

308,765

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(25,670

)

 

 

(21,632

)

Acquisition of businesses, net of cash acquired

 

 

 

 

 

(609,356

)

Other

 

 

 

 

 

923

 

Net cash used in investing activities

 

 

(25,670

)

 

 

(630,065

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from borrowings under bank credit facilities

 

 

1,101,500

 

 

 

1,735,095

 

Principal payments made under bank credit facilities

 

 

(1,269,813

)

 

 

(1,356,230

)

Payment of financing costs under bank credit facilities

 

 

 

 

 

(6,286

)

Proceeds from employee stock purchase plans

 

 

5,288

 

 

 

5,221

 

Repurchases of common stock

 

 

(5,286

)

 

 

(4,995

)

Payment of taxes for equity transactions

 

 

(13,269

)

 

 

(13,956

)

Net cash (used in) provided by financing activities

 

 

(181,580

)

 

 

358,849

 

Effect of exchange rate changes on cash and cash equivalents

 

 

94

 

 

 

(1,477

)

Net change in cash and cash equivalents

 

 

(66

)

 

 

36,072

 

Cash and cash equivalents at beginning of period

 

 

114,804

 

 

 

88,031

 

Cash and cash equivalents at end of period

 

$

114,738

 

 

$

124,103

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

Cash paid during the period for income taxes, net of refunds

 

$

100,400

 

 

$

4,509

 

Cash paid during the period for interest

 

$

27,654

 

 

$

19,042

 

Non-cash financing and investing activities:

 

 

 

 

 

 

 

 

Landlord sponsored tenant incentives

 

$

1,908

 

 

$

1,178

 

Accrued capital expenditures

 

$

736

 

 

$

813

 

See Notes to Unaudited Condensed Consolidated Financial Statements

6


 

 

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

 

 

 

Common Stock

Shares        Amount

 

 

Additional

Paid-in

Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Treasury Stock

Shares        Amount

 

 

Total CACI

Shareholders’

Equity

 

 

Noncontrolling

Interest

 

 

Total

Shareholders’

Equity

 

Balance at September 30, 2022

 

 

42,826

 

 

$

4,283

 

 

$

579,511

 

 

$

3,645,006

 

 

$

(33,036

)

 

 

19,404

 

 

$

(1,047,329

)

 

$

3,148,435

 

 

$

135

 

 

$

3,148,570

 

Net income

 

 

 

 

 

 

 

 

 

 

 

87,101

 

 

 

 

 

 

 

 

 

 

 

 

87,101

 

 

 

 

 

 

87,101

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

11,757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,757

 

 

 

 

 

 

11,757

 

Tax withholdings on restricted share

   vestings

 

 

85

 

 

 

8

 

 

 

(12,679

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,671

)

 

 

 

 

 

(12,671

)

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,607

 

 

 

 

 

 

 

 

 

15,607

 

 

 

 

 

 

15,607

 

Repurchases of common stock

 

 

 

 

 

 

 

 

(143

)

 

 

 

 

 

 

 

 

10

 

 

 

(2,496

)

 

 

(2,639

)

 

 

 

 

 

(2,639

)

Treasury stock issued under stock purchase

   plans

 

 

 

 

 

 

 

 

24

 

 

 

 

 

 

 

 

 

(10

)

 

 

2,497

 

 

 

2,521

 

 

 

 

 

 

2,521

 

Balance at December 31, 2022

 

 

42,911

 

 

$

4,291

 

 

$

578,470

 

 

$

3,732,107

 

 

$

(17,429

)

 

 

19,404

 

 

$

(1,047,328

)

 

$

3,250,111

 

 

$

135

 

 

$

3,250,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2021

 

 

42,710

 

 

$

4,271

 

 

$

561,688

 

 

$

3,277,196

 

 

$

(40,839

)

 

 

19,404

 

 

$

(1,047,329

)

 

$

2,754,987

 

 

$

135

 

 

$

2,755,122

 

Net income

 

 

 

 

 

 

 

 

 

 

 

90,299

 

 

 

 

 

 

 

 

 

 

 

 

90,299

 

 

 

 

 

 

90,299

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

8,029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,029

 

 

 

 

 

 

8,029

 

Tax withholdings on restricted share

   vestings

 

 

100

 

 

 

10

 

 

 

(13,536

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13,526

)

 

 

 

 

 

(13,526

)

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,999

 

 

 

 

 

 

 

 

 

5,999

 

 

 

 

 

 

5,999

 

Repurchases of common stock

 

 

 

 

 

 

 

 

(213

)

 

 

 

 

 

 

 

 

9

 

 

 

(2,310

)

 

 

(2,523

)

 

 

 

 

 

(2,523

)

Treasury stock issued under stock purchase

   plans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9

)

 

 

2,310

 

 

 

2,310

 

 

 

 

 

 

2,310

 

Balance at December 31, 2021

 

 

42,810

 

 

$

4,281

 

 

$

555,968

 

 

$

3,367,495

 

 

$

(34,840

)

 

 

19,404

 

 

$

(1,047,329

)

 

$

2,845,575

 

 

$

135

 

 

$

2,845,710

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2022

 

 

42,820

 

 

$

4,282

 

 

$

571,650

 

 

$

3,555,881

 

 

$

(31,076

)

 

 

19,404

 

 

$

(1,047,329

)

 

$

3,053,408

 

 

$

135

 

 

$

3,053,543

 

Net income

 

 

 

 

 

 

 

 

 

 

 

176,226

 

 

 

 

 

 

 

 

 

 

 

 

176,226

 

 

 

 

 

 

176,226

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

20,196

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,196

 

 

 

 

 

 

20,196

 

Tax withholdings on restricted share

   vestings

 

 

91

 

 

 

9

 

 

 

(13,115

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13,106

)

 

 

 

 

 

(13,106

)

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,647

 

 

 

 

 

 

 

 

 

13,647

 

 

 

 

 

 

13,647

 

Repurchases of common stock

 

 

 

 

 

 

 

 

(325

)

 

 

 

 

 

 

 

 

19

 

 

 

(4,961

)

 

 

(5,286

)

 

 

 

 

 

(5,286

)

Treasury stock issued under stock purchase

   plans

 

 

 

 

 

 

 

 

64

 

 

 

 

 

 

 

 

 

(19

)

 

 

4,962

 

 

 

5,026

 

 

 

 

 

 

5,026

 

Balance at December 31, 2022

 

 

42,911

 

 

$

4,291

 

 

$

578,470

 

 

$

3,732,107

 

 

$

(17,429

)

 

 

19,404

 

 

$

(1,047,328

)

 

$

3,250,111

 

 

$

135

 

 

$

3,250,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2021

 

 

42,676

 

 

$

4,268

 

 

$

484,260

 

 

$

3,189,087

 

 

$

(36,291

)

 

 

19,122

 

 

$

(976,181

)

 

$

2,665,143

 

 

$

135

 

 

$

2,665,278

 

Net income

 

 

 

 

 

 

 

 

 

 

 

178,408

 

 

 

 

 

 

 

 

 

 

 

 

178,408

 

 

 

 

 

 

178,408

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

14,698

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,698

 

 

 

 

 

 

14,698

 

Tax withholdings on restricted share

   vestings

 

 

134

 

 

 

13

 

 

 

(13,812

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13,799

)

 

 

 

 

 

(13,799

)

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,451

 

 

 

 

 

 

 

 

 

1,451

 

 

 

 

 

 

1,451

 

Repurchases of common stock

 

 

 

 

 

 

 

 

70,761

 

 

 

 

 

 

 

 

 

301

 

 

 

(75,756

)

 

 

(4,995

)

 

 

 

 

 

(4,995

)

Treasury stock issued under stock purchase

   plans

 

 

 

 

 

 

 

 

61

 

 

 

 

 

 

 

 

 

(19

)

 

 

4,608

 

 

 

4,669

 

 

 

 

 

 

4,669

 

Balance at December 31, 2021

 

 

42,810

 

 

$

4,281

 

 

$

555,968

 

 

$

3,367,495

 

 

$

(34,840

)

 

 

19,404

 

 

$

(1,047,329

)

 

$

2,845,575

 

 

$

135

 

 

$

2,845,710

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

 

7


 

 

CACI INTERNATIONAL INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Note 1 – Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of CACI International Inc and subsidiaries (CACI or the Company) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and include the assets, liabilities, results of operations, comprehensive income and cash flows for the Company, including its subsidiaries and ventures that are majority-owned or otherwise controlled by the Company.  Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. All intercompany balances and transactions have been eliminated in consolidation.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and amounts included in other current assets and current liabilities that meet the definition of a financial instrument approximate fair value because of the short-term nature of these amounts.  The fair value of the Company’s debt outstanding as of December 31, 2022 under its bank credit facility approximates its carrying value.  The fair value of the Company’s debt under its bank credit facility was estimated using Level 2 inputs based on market data of companies with a corporate rating similar to CACI’s that have recently priced credit facilities.

In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments and reclassifications (all of which are of a normal, recurring nature) that are necessary for the fair presentation of the periods presented.  It is suggested that these unaudited consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s latest annual report to the SEC on Form 10-K for the year ended June 30, 2022.  The results of operations for the three and six months ended December 31, 2022 are not necessarily indicative of the results to be expected for any subsequent interim period or for the full fiscal year.

 

Note 2 – Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform.  The guidance in this ASU is optional and expedients may be elected over time, as reference rate reform activities occur through December 31, 2022.  However, in December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, extending the sunset date under Topic 848 from December 31, 2022 to December 31, 2024 to align the temporary accounting relief guidance with the expected LIBOR cessation date of June 30, 2023.  During the year ended June 30, 2020, CACI elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives consistent with past presentation. Application of these expedients assisted in preserving the Company's presentation of derivatives as qualifying cash flow hedges. The Company continues to evaluate this guidance and may apply other elections as relevant contract and hedge accounting relationship modifications are made during the course of the reference rate reform transition period.

 

Note 3 – Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill for the six months ended December 31, 2022 are as follows (in thousands):

 

 

 

Domestic

 

 

International

 

 

Total

 

Balance at June 30, 2022

 

$

3,934,625

 

 

$

123,666

 

 

$

4,058,291

 

Goodwill acquired (1)

 

 

6,072

 

 

 

 

 

 

6,072

 

Foreign currency translation

 

 

(188

)

 

 

(341

)

 

 

(529

)

Balance at December 31, 2022

 

$

3,940,509

 

 

$

123,325

 

 

$

4,063,834

 

 

(1)

Includes goodwill initially allocated to new business combinations as well as measurement period adjustments, when applicable. Purchase price allocations for all of the fiscal year 2022 acquisitions were complete as of December 31, 2022.

There were no impairments of goodwill during the periods presented.

8


 

Intangible Assets

Intangible assets consisted of the following (in thousands):

 

 

 

December 31, 2022

 

 

June 30, 2022

 

 

 

Gross carrying

 

 

Accumulated

 

 

Net carrying

 

 

Gross carrying

 

 

Accumulated

 

 

Net carrying

 

 

 

value

 

 

amortization

 

 

value

 

 

value

 

 

amortization

 

 

value

 

Customer contracts and related

   customer relationships

 

$

656,249

 

 

$

(296,255

)

 

$

359,994

 

 

$

656,353

 

 

$

(275,538

)

 

$

380,815

 

Acquired technologies

 

 

280,188

 

 

 

(97,124

)

 

 

183,064

 

 

 

280,196

 

 

 

(79,626

)

 

 

200,570

 

Total intangible assets

 

$

936,437

 

 

$

(393,379

)

 

$

543,058

 

 

$

936,549

 

 

$

(355,164

)

 

$

581,385

 

 

Amortization expense related to intangible assets was $19.1 million and $38.2 million for the three and six months ended December 31, 2022, respectively, and $18.1 million and $35.6 million for the three and six months ended December 31, 2021, respectively.

 

Note 4 – Revenues and Contract Balances

Disaggregation of Revenues

The Company disaggregates revenues by contract type, customer type, prime vs. subcontractor, and whether the solution provided is primarily Expertise or Technology.  These categories represent how the nature, amount, timing, and uncertainty of revenues and cash flows are affected.

Disaggregated revenues by contract type were as follows (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31, 2022

 

 

December 31, 2022

 

 

 

Domestic

 

 

International

 

 

Total

 

 

Domestic

 

 

International

 

 

Total

 

Cost-plus-fee

 

$

953,344

 

 

$

 

 

$

953,344

 

 

$

1,888,090

 

 

$

 

 

$

1,888,090

 

Fixed-price

 

 

478,201

 

 

 

31,155

 

 

 

509,356

 

 

 

926,763

 

 

 

64,366

 

 

 

991,129

 

Time-and-materials

 

 

173,630

 

 

 

13,086

 

 

 

186,716

 

 

 

349,217

 

 

 

26,739

 

 

 

375,956

 

Total

 

$

1,605,175

 

 

$

44,241

 

 

$

1,649,416

 

 

$

3,164,070

 

 

$

91,105

 

 

$

3,255,175

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31, 2021

 

 

December 31, 2021

 

 

 

Domestic

 

 

International

 

 

Total

 

 

Domestic

 

 

International

 

 

Total

 

Cost-plus-fee

 

$

889,358

 

 

$

 

 

$

889,358

 

 

$

1,783,071

 

 

$

 

 

$

1,783,071

 

Fixed-price

 

 

400,011

 

 

 

33,279

 

 

 

433,290

 

 

 

774,485

 

 

 

66,510

 

 

 

840,995

 

Time-and-materials

 

 

148,881

 

 

 

14,249

 

 

 

163,130

 

 

 

324,416

 

 

 

28,194

 

 

 

352,610

 

Total

 

$

1,438,250

 

 

$

47,528

 

 

$

1,485,778

 

 

$

2,881,972

 

 

$

94,704

 

 

$

2,976,676

 

Disaggregated revenues by customer type were as follows (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31, 2022

 

 

December 31, 2022

 

 

 

Domestic

 

 

International

 

 

Total

 

 

Domestic

 

 

International

 

 

Total

 

Department of Defense

 

$

1,160,060

 

 

$

 

 

$

1,160,060

 

 

$

2,255,380

 

 

$

 

 

$

2,255,380

 

Federal Civilian agencies

 

 

399,768

 

 

 

 

 

 

399,768

 

 

 

823,855

 

 

 

 

 

 

823,855

 

Commercial and other

 

 

45,347

 

 

 

44,241

 

 

 

89,588

 

 

 

84,835

 

 

 

91,105

 

 

 

175,940

 

Total

 

$

1,605,175

 

 

$

44,241

 

 

$

1,649,416

 

 

$

3,164,070

 

 

$

91,105

 

 

$

3,255,175

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31, 2021

 

 

December 31, 2021

 

 

 

Domestic

 

 

International

 

 

Total

 

 

Domestic

 

 

International

 

 

Total

 

Department of Defense

 

$

1,037,014

 

 

$

 

 

$

1,037,014

 

 

$

2,037,141

 

 

$

 

 

$

2,037,141

 

Federal Civilian agencies

 

 

371,897

 

 

 

 

 

 

371,897

 

 

 

785,561

 

 

 

 

 

 

785,561

 

Commercial and other

 

 

29,339

 

 

 

47,528

 

 

 

76,867

 

 

 

59,270

 

 

 

94,704

 

 

 

153,974

 

Total

 

$

1,438,250

 

 

$

47,528

 

 

$

1,485,778

 

 

$

2,881,972

 

 

$

94,704

 

 

$

2,976,676

 

9


 

 

Disaggregated revenues by prime vs. subcontractor were as follows (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31, 2022

 

 

December 31, 2022

 

 

 

Domestic

 

 

International

 

 

Total

 

 

Domestic

 

 

International

 

 

Total

 

Prime contractor

 

$

1,420,367

 

 

$

40,472

 

 

$

1,460,839

 

 

$

2,827,821

 

 

$

83,328

 

 

$

2,911,149

 

Subcontractor

 

 

184,808

 

 

 

3,769

 

 

 

188,577

 

 

 

336,249

 

 

 

7,777

 

 

 

344,026

 

Total

 

$

1,605,175

 

 

$

44,241

 

 

$

1,649,416

 

 

$

3,164,070

 

 

$

91,105

 

 

$

3,255,175

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31, 2021

 

 

December 31, 2021

 

 

 

Domestic

 

 

International

 

 

Total

 

 

Domestic

 

 

International

 

 

Total

 

Prime contractor

 

$

1,292,529

 

 

$

43,317

 

 

$

1,335,846

 

 

$

2,591,182

 

 

$

86,223

 

 

$

2,677,405

 

Subcontractor

 

 

145,721

 

 

 

4,211

 

 

 

149,932

 

 

 

290,790

 

 

 

8,481

 

 

 

299,271

 

Total

 

$

1,438,250

 

 

$

47,528

 

 

$

1,485,778

 

 

$

2,881,972

 

 

$

94,704

 

 

$

2,976,676

 

Disaggregated revenues by expertise or technology were as follows (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31, 2022

 

 

December 31, 2022

 

 

 

Domestic

 

 

International

 

 

Total

 

 

Domestic

 

 

International

 

 

Total

 

Expertise

 

$

725,503

 

 

$

16,117

 

 

$

741,620

 

 

$

1,443,153

 

 

$

32,670

 

 

$

1,475,823

 

Technology

 

 

879,672

 

 

 

28,124

 

 

 

907,796

 

 

 

1,720,917

 

 

 

58,435

 

 

 

1,779,352

 

Total

 

$

1,605,175

 

 

$

44,241

 

 

$

1,649,416

 

 

$

3,164,070

 

 

$

91,105

 

 

$

3,255,175

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31, 2021

 

 

December 31, 2021

 

 

 

Domestic

 

 

International

 

 

Total

 

 

Domestic

 

 

International

 

 

Total

 

Expertise

 

$

668,209

 

 

$

18,100

 

 

$

686,309

 

 

$

1,351,833

 

 

$

37,522

 

 

$

1,389,355

 

Technology

 

 

770,041

 

 

 

29,428

 

 

 

799,469

 

 

 

1,530,139

 

 

 

57,182

 

 

 

1,587,321

 

Total

 

$

1,438,250

 

 

$

47,528

 

 

$

1,485,778

 

 

$

2,881,972

 

 

$

94,704

 

 

$

2,976,676

 

 

Changes in Estimates

Aggregate net changes in estimates for the three and six months ended December 31, 2022 reflected an increase to income before income taxes of $5.8 million ($0.18 per diluted share) and $11.5 million ($0.36 per diluted share), respectively, compared with $5.5 million ($0.17 per diluted share) and $8.2 million ($0.26 per diluted share), for the three and six months ended December 31, 2021.  The Company uses its statutory tax rate when calculating the impact to diluted earnings per share.

Revenues recognized from previously satisfied performance obligations were not material for the three and six months ended December 31, 2022 and 2021, respectively.  The change in revenues generally relates to final true-up adjustments for estimated award or incentive fees in the period in which the customer’s final performance score was received or when it can be determined that more objective, contractually-defined criteria have been fully satisfied.  

Remaining Performance Obligations

As of December 31, 2022, the Company had $8.6 billion of remaining performance obligations and expects to recognize approximately 47% and 67% over the next 12 and 24 months, respectively, with the remainder to be recognized thereafter.

10


 

Contract Balances

Contract balances consisted of the following (in thousands):

 

 

 

 

 

December 31,

 

 

June 30,

 

Description of Contract Related Balance

 

Financial Statement Classification

 

2022

 

 

2022

 

Billed and billable receivables

 

Accounts receivable, net

 

$

753,254

 

 

$

800,597

 

Contract assets – current unbilled receivables

 

Accounts receivable, net

 

 

115,375

 

 

 

125,547

 

Contract assets – current costs to obtain

 

Prepaid expenses and other current assets

 

 

5,186

 

 

 

5,167

 

Contract assets – noncurrent unbilled receivables

 

Accounts receivable, long-term

 

 

11,843

 

 

 

10,199

 

Contract assets – noncurrent costs to obtain

 

Other long-term assets

 

 

9,197

 

 

 

10,703

 

Contract liabilities – current deferred

   revenue and other contract liabilities

 

Other accrued expenses and current liabilities

 

 

(110,227

)

 

 

(84,810

)

Contract liabilities – noncurrent deferred

   revenue and other contract liabilities

 

Other long-term liabilities

 

 

(6,308

)

 

 

(7,552

)

 

During the three and six months ended December 31, 2022, we recognized $7.6 million and $58.1 million of revenues, respectively, compared with $13.6 million and $68.3 million of revenues for the three and six months ended December 31, 2021, that was included in a previously recorded contract liability as of the beginning of the period.

 

Note 5 – Inventories

Inventories consisted of the following (in thousands):

 

 

 

December 31,

 

 

June 30,

 

 

 

2022

 

 

2022

 

Materials, purchased parts and supplies

 

$

64,788

 

 

$

57,407

 

Work in process

 

 

20,423

 

 

 

13,207

 

Finished goods

 

 

28,558

 

 

 

28,748

 

Total

 

$

113,769

 

 

$

99,362

 

Inventories are stated at the lower of cost (average cost or first-in, first-out) or net realizable value and are included in prepaid expenses and other current assets on the accompanying consolidated balance sheets.  Prior year amounts for work in process and finished goods have been revised.

 

Note 6 – Sales of Receivables

On December 22, 2022, the Company amended its Master Accounts Receivable Purchase Agreement (MARPA) with MUFG Bank, Ltd. (Purchaser), for the sale of certain designated eligible U.S. government receivables.  The amendment extended the term of the MARPA to December 21, 2023.  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’s receivables are sold under the MARPA without recourse for any U.S. government credit risk.

The Company accounts for receivable transfers under the MARPA as sales under ASC 860, Transfers and Servicing, and derecognizes the sold receivables from its balance sheets.  The fair value of the sold receivables approximated their book value due to their short-term nature.  

The Company does not retain an ongoing financial interest in the transferred receivables other than cash collection and administrative services.  The Company estimated that its servicing fee was at fair value and therefore no servicing asset or liability related to these receivables was recognized as of December 31, 2022.  Proceeds from the sold receivables are reflected in operating cash flows on the statement of cash flows.

11


 

MARPA activity consisted of the following (in thousands):

 

 

 

As of and for the Six Months Ended

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Beginning balance:

 

$

157,785

 

 

$

182,027

 

Sales of receivables

 

 

1,460,825

 

 

 

1,361,521

 

Cash collections

 

 

(1,418,648

)

 

 

(1,356,070

)

Outstanding balance sold to Purchaser: (1)

 

 

199,962

 

 

 

187,478

 

Cash collected, not remitted to Purchaser (2)

 

 

(59,827

)

 

 

(49,166

)

Remaining sold receivables

 

$

140,135

 

 

$

138,312

 

 

(1)

For the six months ended December 31, 2022 and 2021, the Company recorded net cash inflows of $42.2 million and $5.5 million in its cash flows from operating activities, respectively, from sold receivables.  MARPA cash flows are calculated as the change in the outstanding balance during the fiscal year.

(2)

Includes the cash collected on behalf of but not yet remitted to Purchaser as of December 31, 2022 and 2021.  This balance is included in other accrued expenses and current liabilities as of the balance sheet date.

 

Note 7 – Debt 

Long-term debt consisted of the following (in thousands):

 

 

 

December 31,

 

 

June 30,

 

 

 

2022

 

 

2022

 

Bank credit facility – term loans

 

$

1,194,375

 

 

$

1,209,688

 

Bank credit facility – revolver loans

 

 

380,000

 

 

 

533,000

 

Principal amount of long-term debt

 

 

1,574,375

 

 

 

1,742,688

 

Less unamortized discounts and debt issuance costs

 

 

(8,789

)

 

 

(9,915

)

Total long-term debt

 

 

1,565,586

 

 

 

1,732,773

 

Less current portion

 

 

(30,625

)

 

 

(30,625

)

Long-term debt, net of current portion

 

$

1,534,961

 

 

$

1,702,148

 

 

Bank Credit Facility

On December 13, 2021, the Company amended its credit facility (the Credit Facility) primarily to extend the maturity date, increase borrowing capacity, and improve pricing. As amended, the Company’s $3,200.0 million Credit Facility consists of a $1,975.0 million revolving credit facility (the Revolving Facility) and a $1,225.0 million term loan (the Term Loan). The Revolving Facility has subfacilities of $100.0 million for same-day swing line loan borrowings and $25.0 million for stand-by letters of credit.

The Revolving Facility is a secured facility that permits continuously renewable borrowings of up to $1,975.0 million. As of December 31, 2022, the Company had $380.0 million outstanding under the Revolving Facility and no borrowings on the swing line.  The Company pays a quarterly facility fee for the unused portion of the Revolving Facility.  

The Term Loan is a five-year secured facility under which principal payments are due in quarterly installments of $7.7 million through December 31, 2023 and $15.3 million thereafter until the balance is due in full on December 13, 2026. As of December 31, 2022, the Company had $1,194.4 million outstanding under the Term Loan.

The interest rates applicable to loans under the Credit Facility are floating interest rates that, at the Company’s option, equal a base rate or a Eurodollar rate plus, in each case, an applicable rate based upon the Company’s consolidated total net leverage ratio.  As of December 31, 2022, the effective interest rate, including the impact of the Company’s floating-to-fixed interest rate swap agreements and excluding the effect of amortization of debt financing costs, for the outstanding borrowings under the Credit Facility was 4.50%.

The Credit Facility requires the Company to comply with certain financial covenants, including a maximum total leverage ratio and a minimum interest coverage ratio.  The Credit Facility also includes customary negative covenants restricting or limiting the Company’s ability to guarantee or incur additional indebtedness, grant liens or other security interests to third parties, make loans or investments, transfer assets, declare dividends or redeem or repurchase capital stock or make other distributions, prepay subordinated indebtedness and engage in mergers, acquisitions or other business combinations, in each case except as expressly permitted under the Credit Facility.  As of December 31, 2022, the Company was in compliance with all of the financial covenants.  A majority of the Company’s assets serve as collateral under the Credit Facility.

All debt issuance costs are being amortized from the date incurred to the expiration date of the Credit Facility.

12


 

Cash Flow Hedges

The Company periodically uses derivative financial instruments as part of a strategy to manage exposure to market risks associated with interest rate fluctuations.  The Company has entered into several floating-to-fixed interest rate swap agreements for an aggregate notional amount of $800.0 million which hedge a portion of the Company’s floating rate indebtedness.  The swaps mature at various dates through 2028.  The Company has designated the swaps as cash flow hedges. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The interest rate swap agreements are highly correlated to the changes in interest rates to which the Company is exposed. Realized gains and losses in connection with each required interest payment are reclassified from accumulated other comprehensive income or loss to interest expense.  The Company does not hold or issue derivative financial instruments for trading purposes.

The effect of derivative instruments in the consolidated statements of operations and accumulated other comprehensive loss for the three and six months ended December 31, 2022 and 2021 is as follows (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Gain recognized in other comprehensive income

 

$

904

 

 

$

2,194

 

 

$

16,490

 

 

$

1,186

 

Amounts reclassified to earnings from accumulated other

   comprehensive loss

 

 

(2,420

)

 

 

3,230

 

 

 

(2,477

)

 

 

6,452

 

Net current period other comprehensive (loss) income

 

$

(1,516

)

 

$

5,424

 

 

$

14,013

 

 

$

7,638

 

 

Note 8 – Legal Proceedings and Other Commitments and Contingencies

Legal Proceedings

The Company is involved in various claims, lawsuits, and administrative proceedings arising in the normal course of business, none of which, based on current information, are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Government Contracting

Payments to the Company on cost-plus-fee and time-and-materials contracts are subject to adjustment upon audit by the Defense Contract Audit Agency (DCAA) and other government agencies that do not utilize DCAA’s services.  The DCAA has completed audits of the Company’s annual incurred cost proposals through fiscal year 2021.  The Company is still negotiating the results of prior years’ audits with the respective cognizant contracting officers and believes its reserves for such are adequate. Adjustments that may result from these audits and the audits not yet started are not expected to have a material effect on the Company’s financial position, results of operations, or cash flows and the Company has accrued its best estimate of potential disallowances. Additionally, the DCAA continually reviews the cost accounting and other practices of government contractors, including the Company. In the course of those reviews, cost accounting and other issues may be identified, discussed and settled.

 

Note 9 – Earnings Per Share

Earnings per share and the weighted-average number of diluted shares are computed as follows (in thousands, except per share data):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net income

 

$

87,101

 

 

$

90,299

 

 

$

176,226

 

 

$

178,408

 

Weighted-average number of basic shares outstanding

   during the period

 

 

23,506

 

 

 

23,399

 

 

 

23,463

 

 

 

23,480

 

Dilutive effect of RSUs after application of treasury

   stock method

 

 

170

 

 

 

199

 

 

 

214

 

 

 

242

 

Weighted-average number of diluted shares outstanding

   during the period

 

 

23,676

 

 

 

23,598

 

 

 

23,677

 

 

 

23,722

 

Basic earnings per share

 

$

3.71

 

 

$

3.86

 

 

$

7.51

 

 

$

7.60

 

Diluted earnings per share

 

$

3.68

 

 

$

3.83

 

 

$

7.44

 

 

$

7.52

 

 

13


 

 

Note 10 – Income Taxes

The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions. Tax statutes and regulations within each jurisdiction are subject to interpretation and require the application of significant judgment.  The Company is currently under examination by the Internal Revenue Service for fiscal years 2017 through 2021.  The Company does not expect resolution of the examination to have a material impact on its results of operations, financial condition, or cash flows. 

During fiscal year 2023, a provision of the Tax Cuts and Jobs Act of 2017 (TCJA) went into effect which eliminated the option to deduct domestic research and development costs in the year incurred and instead requires taxpayers to amortize such costs over five years. Although it is possible that Congress amends this provision of the TCJA, potentially with retroactive effect, we have no assurance that Congress will take any action with respect to this provision.  For the three and six months ended December 31, 2022, the Company recognized a liability for unrecognized tax benefits and a corresponding deferred tax asset of $20.0 million and $39.8 million, respectively, related to the capitalization and amortization of research costs related to provisions of the TCJA becoming effective.

The Company’s effective income tax rate was 21.5% and 22.5% for the three and six months ended December 31, 2022, respectively, and 20.2% and 22.3% for the three and six months ended December 31, 2021, respectively. The effective tax rates for the three and six months ended December 31, 2022 and 2021 both benefited from the favorable impact of research and development credits and the amount of excess tax benefits related to stock-based compensation, and are partially offset by the unfavorable impacts of certain executive compensation.

 

Note 11 – Business Segments

The Company reports operating results and financial data in two segments: domestic operations and international operations. Domestic operations provide Expertise and Technology primarily to U.S. federal government agencies. International operations provide Expertise and Technology primarily to international government and commercial customers.

The Company evaluates the performance of its operating segments based on net income. Summarized financial information for the Company’s reportable segments is as follows (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Domestic

 

$

1,605,175

 

 

$

1,438,250

 

 

$

3,164,070

 

 

$

2,881,972

 

   International

 

 

44,241

 

 

 

47,528

 

 

 

91,105

 

 

 

94,704

 

Total revenues

 

$

1,649,416

 

 

$

1,485,778

 

 

$

3,255,175

 

 

$

2,976,676

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Domestic

 

$

80,362

 

 

$

83,407

 

 

$

160,915

 

 

$

165,104

 

   International

 

 

6,739

 

 

 

6,892

 

 

 

15,311

 

 

 

13,304

 

Total net income

 

$

87,101

 

 

$

90,299

 

 

$

176,226

 

 

$

178,408

 

 

Note 12 – Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value and categorizes the inputs used in measuring fair value as follows: observable inputs such as quoted prices in active markets (Level 1); inputs other than quoted prices in active markets that are observable, either directly or indirectly, or quoted prices that are not active (Level 2); and unobservable inputs in which there is little or no market data which requires development of assumptions that market participants would use in pricing the asset or liability (Level 3).

The financial instruments measured at fair value on a recurring basis consist of the following (in thousands):

 

 

 

 

 

 

 

December 31,

 

 

June 30,

 

 

 

Financial Statement

 

Fair Value

 

2022

 

 

2022

 

Description of Financial Instrument

 

Classification

 

Hierarchy

 

Fair Value

 

Interest rate swap agreements

 

Prepaid expenses and other

   current assets

 

Level 2

 

$

1,305

 

 

$

337

 

Interest rate swap agreements

 

Other long-term assets

 

Level 2

 

$

37,126

 

 

$

19,184

 

 

14


 

 

The Company uses interest rate swap agreements to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves.

 

Note 13 – Subsequent Events

On January 24, 2023,  CACI’s Board of Directors authorized the repurchase of up to $750.0 million of CACI’s outstanding common stock.

 


15


 

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations is provided to enhance the understanding of, and should be read together with, our unaudited condensed consolidated financial statements and the notes to those statements that appear elsewhere in this Quarterly Report on Form 10-Q.

Information Relating to Forward-Looking Statements

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; and

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.

The above non-inclusive list of risk factors may impact the forward-looking statements contained in this Quarterly Report on Form 10-Q.  In addition, other risk factors include, but are not limited to, those described in “Item 1A. Risk Factors” within our Annual Report on Form 10-K.  The forward-looking statements contained in this Quarterly Report on Form 10-Q are as of the date of its filing.

Overview

The Company provides Expertise and Technology to Enterprise and Mission customers in support of national security and government modernization.

Enterprise – CACI provides capabilities that enable the internal operations of a government agency.  

Mission – CACI provides capabilities that enable the execution of a government agency’s primary function, or “mission”.

16


 

 

Expertise – CACI provides Expertise to both Enterprise and Mission customers. For Enterprise customers, we deliver talent with the specific technical and functional knowledge to support internal agency operations. Examples include functional software development expertise, data and business analysis, and IT operations support. For Mission customers, we deliver talent with technical and domain knowledge to support the execution of an agency’s mission.  Examples include engineering expertise such as naval architecture, marine engineering, and life cycle support; and mission support expertise such as intelligence and special operations support.  

Technology – CACI delivers Technology to both Enterprise and Mission customers. For both Enterprise and Mission, CACI provides: Software development at scale using open modern architectures, DevSecOps, and agile methodologies; and advanced data platforms, data operations and analyst-centric analytics including application of Artificial Intelligence and multi-source analysis. Additional examples of Enterprise technology include: Network and IT modernization; The customization, implementation, and maintenance of commercial-off-the-shelf (COTS) and enterprise resource planning (ERP) systems including financial, human capital, and supply chain management systems; and cyber security active defense and zero trust architectures. Additional examples of Mission technology include: Developing and deploying multi-domain offerings for signals intelligence, resilient communications, free space optical communications, electronic warfare including Counter-UAS, cyber operations, and Radio Frequency (RF) and 5G spectrum awareness, agility and usage. CACI invests ahead of customer need with research and development to generate unique intellectual property and differentiated technology addressing critical national security and government modernization needs.

Budgetary Environment

We carefully follow federal budget, legislative and contracting trends and activities and evolve our strategies to take these into consideration. On December 29, 2022, the President signed into law the omnibus appropriations bill that provided full-year funding for the government fiscal year (GFY) ending September 30, 2023 (GFY23). Of the total approximately $1.7 trillion in discretionary funding, approximately $858 billion was for national defense and approximately $773 billion was for nondefense, as well as an additional $47 billion of supplemental funding for Ukraine. The defense and nondefense funding levels represent increases of approximately 9.7% and 5.9%, respectively, over GFY22 enacted levels, which themselves were increases of 5.6% and 6.7%, respectively, over GFY21. While future levels of defense and nondefense spending are difficult to project, we believe that there continues to be bipartisan support for defense and national security-related spending, particularly given the heightened current global threat environment, including the conflict in Ukraine.

While we view the budget environment as constructive and believe there is bipartisan support for continued investment in the areas of defense and national security, it is uncertain when in any particular GFY that appropriations bills will be passed. During those periods of time when appropriations bills have not been passed and signed into law, government agencies operate under a continuing resolution (CR), a temporary measure allowing the government to continue operations at prior year funding levels.

Depending on their scope, duration, and other factors, CRs can negatively impact our business due to delays in new program starts, delays in contract award decisions, and other factors. When a CR expires, unless appropriations bills have been passed by Congress and signed by the President, or a new CR is passed and signed into law, the government must cease operations, or shutdown, except in certain emergency situations or when the law authorizes continued activity. We continuously review our operations in an attempt to identify programs potentially at risk from CRs so that we can consider appropriate contingency plans.

Market Environment

We provide Expertise and Technology to government enterprise and mission customers. Based on the analysis of an independent market consultant retained by the Company, we believe that the total addressable market for our offerings is approximately $260 billion. Our addressable market is expected to continue to grow over the next several years. Approximately 70% of our revenue comes from defense-related customers, including those in the Intelligence Community (IC), with additional revenue coming from non-defense IC, homeland security, and other federal civilian customers.

We continue to align the Company’s capabilities with well-funded budget priorities and took steps to maintain a competitive cost structure in line with our expectations of future business opportunities. In light of these actions, as well as the budgetary environment discussed above, we believe we are well positioned to continue to win new business in our large addressable market. We believe that the following trends will influence the USG’s spending in our addressable market:

A stable-to-higher USG budget environment, particularly in defense and intelligence-related areas;

Increased focus on cyber, space, and the electromagnetic spectrum as key domains for National Security;

Increased spend on network and application modernization and enhancements to cyber security posture;

Increased investments in advanced technologies (e.g., Artificial Intelligence, 5G), particularly software-based technologies;

Increasing focus on near-peer competitors and other nation state threats;

17


 

 

Continued focus on counterterrorism, counterintelligence, and counter proliferation as key U.S. security concerns; and

Increased demand for innovation and speed of delivery.

We believe that our customers' use of lowest price/technically acceptable (LPTA) procurements, which contributed to pricing pressures in past years, has moderated, though price still remains an important factor in procurements. We also continue to see protests of major contract awards and delays in USG procurement activities. In addition, many of our federal government contracts require us to employ personnel with security clearances, specific levels of education and specific past work experience. Depending on the level of clearance, security clearances can be difficult and time-consuming to obtain and competition for skilled personnel in the information technology services industry is intense. Additional factors that could affect USG spending in our addressable market include changes in set-asides for small businesses, changes in budget priorities as a result of the COVID-19 pandemic, and budgetary priorities limiting or delaying federal government spending in general.

18


 

 

Results of Operations for the Three and Six Months Ended December 31, 2022 and 2021

The following table provides our results of operations (in thousands):

 

 

 

Dollar Amount

 

 

 

 

 

 

 

 

 

 

Dollar Amount

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

Change

 

 

December 31,

 

 

Change

 

 

 

2022

 

 

2021

 

 

Dollar

 

 

Percent

 

 

2022

 

 

2021

 

 

Dollar

 

 

Percent

 

Revenues

 

$

1,649,416

 

 

$

1,485,778

 

 

$

163,638

 

 

11.0%

 

 

$

3,255,175

 

 

$

2,976,676

 

 

$

278,499

 

 

9.4%

 

Costs of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct costs

 

 

1,094,314

 

 

 

974,018

 

 

 

120,296

 

 

12.4%

 

 

 

2,150,086

 

 

 

1,948,189

 

 

 

201,897

 

 

10.4%

 

Indirect costs and selling expenses

 

 

388,303

 

 

 

354,977

 

 

 

33,326

 

 

9.4%

 

 

 

770,384

 

 

 

712,083

 

 

 

58,301

 

 

8.2%

 

Depreciation and amortization

 

 

35,932

 

 

 

32,676

 

 

 

3,256

 

 

10.0%

 

 

 

71,035

 

 

 

65,268

 

 

 

5,767

 

 

8.8%

 

Total costs of revenues

 

 

1,518,549

 

 

 

1,361,671

 

 

 

156,878

 

 

11.5%

 

 

 

2,991,505

 

 

 

2,725,540

 

 

 

265,965

 

 

9.8%

 

Income from operations

 

 

130,867

 

 

 

124,107

 

 

 

6,760

 

 

5.4%

 

 

 

263,670

 

 

 

251,136

 

 

 

12,534

 

 

5.0%

 

Interest expense and other, net

 

 

19,942

 

 

 

11,009

 

 

 

8,933

 

 

81.1%

 

 

 

36,135

 

 

 

21,407

 

 

 

14,728

 

 

68.8%

 

Income before income taxes

 

 

110,925

 

 

 

113,098

 

 

 

(2,173

)

 

(1.9)%

 

 

 

227,535

 

 

 

229,729

 

 

 

(2,194

)

 

(1.0)%

 

Income taxes

 

 

23,824

 

 

 

22,799

 

 

 

1,025

 

 

4.5%

 

 

 

51,309

 

 

 

51,321

 

 

 

(12

)

 

(0.0)%

 

Net income

 

$

87,101

 

 

$

90,299

 

 

$

(3,198

)

 

(3.5)%

 

 

$

176,226

 

 

$

178,408

 

 

$

(2,182

)

 

(1.2)%

 

Revenues.  The increase in revenues for the three and six months ended December 31, 2022, as compared to the three and six months ended December 31, 2021, was primarily attributable to growth on existing programs, new contract awards, and revenues from the acquisitions completed in fiscal year 2022.

The following table summarizes revenues by customer type with related percentages of revenues for the three and six months ended December 31, 2022 and 2021, respectively (in thousands):

 

 

 

Dollar Amount

 

 

 

 

 

 

 

 

 

 

Dollar Amount

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

Change

 

 

December 31,

 

 

Change

 

 

 

2022

 

 

2021

 

 

Dollar

 

 

Percent

 

 

2022

 

 

2021

 

 

Dollar

 

 

Percent

 

Department of Defense

 

$

1,160,060

 

 

$

1,037,014

 

 

$

123,046

 

 

11.9%

 

 

$

2,255,380

 

 

$

2,037,141

 

 

$

218,239

 

 

10.7%

 

Federal Civilian Agencies

 

 

399,768

 

 

 

371,897

 

 

 

27,871

 

 

7.5%

 

 

 

823,855

 

 

 

785,561

 

 

 

38,294

 

 

4.9%

 

Commercial and other

 

 

89,588

 

 

 

76,867

 

 

 

12,721

 

 

16.5%

 

 

 

175,940

 

 

 

153,974

 

 

 

21,966

 

 

14.3%

 

Total

 

$

1,649,416

 

 

$

1,485,778

 

 

$

163,638

 

 

11.0%

 

 

$

3,255,175

 

 

$

2,976,676

 

 

$

278,499

 

 

9.4%

 

DoD revenues include Expertise and Technology provided to various Department of Defense customers.

Federal civilian agencies’ revenues primarily include Expertise and Technology provided to non-DoD agencies and departments of the U.S. federal government, including intelligence agencies and Departments of Homeland Security, Justice, Agriculture, Health and Human Services, and State.  

Commercial and other revenues primarily include Expertise and Technology provided to U.S. state and local governments, commercial customers, and certain foreign governments and agencies through our International reportable segment.

Direct Costs.  The increase in direct costs for the three and six months ended December 31, 2022, as compared to the prior year periods, was primarily attributable to the increased revenues and a higher volume of materials and other direct costs.  As a percentage of revenue, direct costs were 66.3% and 66.1% for the three and six months ended December 31, 2022, respectively and 65.6% and 65.4% for the three and six months ended December 31, 2021, respectively.  Direct costs include direct labor, subcontractor costs, materials, and other direct costs.

Indirect Costs and Selling Expenses.   The increase in indirect costs and selling expenses for the three and six months ended December 31, 2022, as compared to the prior year periods, was primarily attributable to the incremental costs of running the businesses acquired in fiscal year 2022 and an increase in fringe benefit expenses. As a percentage of revenue, indirect costs and selling expenses were 23.5% and 23.7% for the three and six months ended December 31, 2022, respectively and 23.9% and 23.9% for the three and six months ended December 31, 2021, respectively.

Depreciation and Amortization.  The increase in depreciation and amortization for the three and six months ended December 31, 2022, as compared to the prior year periods, was primarily attributable to depreciation from the Company’s higher average property and equipment and intangible amortization from the acquisitions in fiscal year 2022.

19


 

Interest Expense and Other, Net.  The increase in interest expense and other, net for the three and six months ended December 31, 2022, as compared to the prior year periods, was primarily attributable to higher interest rates on outstanding debt.  

Income Tax Expense.  The Company’s effective income tax rate was 21.5% and 22.5% for the three and six months ended December 31, 2022, respectively, and 20.2% and 22.3% for the three and six months ended December 31, 2021, respectively.  The effective tax rates for the three and six months ended December 31, 2022, and 2021 both benefited from the favorable impact of research and development credits and the amount of excess tax benefits related to stock-based compensation, and are partially offset by the unfavorable impacts of certain executive compensation.

Contract Backlog

The Company’s backlog represents value on existing contracts that has the potential to be recognized into revenues as work is performed.  The Company includes unexercised option years in its backlog and excludes the value of task orders that may be awarded under multiple award indefinite delivery/indefinite quantity (“IDIQ”) vehicles until such task orders are issued.  

The Company’s backlog as of period end is either funded or unfunded:

Funded backlog represents contract value for which funding has been appropriated less revenues previously recognized on these contracts.

Unfunded backlog represents estimated values that have the potential to be recognized into revenue from executed contracts for which funding has not been appropriated and unexercised priced contract options.  

As of December 31, 2022, the Company had total backlog of $26.5 billion, compared with $24.1 billion a year ago, an increase of 10.0%.  Funded backlog as of December 31, 2022 was $3.2 billion.  The total backlog consists of remaining performance obligations (see Note 4) plus unexercised options.  

There is no assurance that all funded or potential contract value will result in revenues being recognized.  The Company continues to monitor backlog as it is subject to change from execution of new contracts, contract modifications or extensions, government deobligations, early terminations, or other factors.  Based on this analysis, an adjustment to the period end balance may be required.

Liquidity and Capital Resources

To date, COVID-19 has not had a significant impact on our liquidity, cash flows or capital resources.  However, the continued spread of COVID-19 has led to disruption and volatility in the global capital markets, which, depending on future developments, could impact our capital resources and liquidity in the future.

Existing cash and cash equivalents and cash generated by operations are our primary sources of liquidity, as well as sales of receivables under our MARPA (as defined and discussed in Note 6) and available borrowings under our Credit Facility (as defined in Note 7) described below.

The Company has a $3,200.0 million Credit Facility, which consists of a $1,975.0 million Revolving Facility and a $1,225.0 million Term Loan.  The Revolving Facility is a secured facility that permits continuously renewable borrowings and has subfacilities of $100.0 million for same-day swing line borrowings and $25.0 million for stand-by letters of credit.  As of December 31, 2022, we had $380.0 million outstanding under the Revolving Facility and no borrowings on the swing line.

The Term Loan is a five-year secured facility under which principal payments are due in quarterly installments of $7.7 million through December 31, 2023 and $15.3 million thereafter until the balance is due in full on December 13, 2026.  As of December 31, 2022, $1,194.4 million was outstanding under the Term Loan.

The interest rates applicable to loans under the Credit Facility are floating interest rates that, at our option, equal a base rate or a Eurodollar rate plus, in each case, an applicable margin based upon our consolidated total net leverage ratio.

The Credit Facility requires us to comply with certain financial covenants, including a maximum total leverage ratio and a minimum interest coverage ratio.  The Credit Facility also includes customary negative covenants restricting or limiting our ability to guarantee or incur additional indebtedness, grant liens or other security interests to third parties, make loans or investments, transfer assets, declare dividends or redeem or repurchase capital stock or make other distributions, prepay subordinated indebtedness and engage in mergers, acquisitions or other business combinations, in each case except as expressly permitted under the Credit Facility.  Since the inception of the Credit Facility, we have been in compliance with all of the financial covenants.  A majority of our assets serve as collateral under the Credit Facility.

20


 

During fiscal year 2023, a provision of the TCJA went into effect which eliminated the option to deduct domestic research and development costs in the year incurred and instead requires taxpayers to amortize such costs over five years. Although it is possible that Congress amends this provision, potentially with retroactive effect, we have no assurance that Congress will take any action with respect to this provision.  Based on the law as currently enacted, the provision is expected to decrease fiscal year 2023 cash flows from operations by $95.0 million and increase net deferred tax assets by a similar amount.  During the second quarter of fiscal year 2023, the Company’s estimated federal and state income tax payments included $46.0 million related to this provision. The actual impact will depend on the amount of research and development costs the Company will incur during fiscal year 2023 and whether new guidance and interpretive rules are issued by the U.S. Treasury, among other factors

A summary of the change in cash and cash equivalents is presented below (in thousands):

 

 

 

Six Months Ended

 

 

 

December 31,

 

 

 

2022

 

 

2021

 

Net cash provided by operating activities

 

$

207,090

 

 

$

308,765

 

Net cash used in investing activities

 

 

(25,670

)

 

 

(630,065

)

Net cash (used in) provided by financing activities

 

 

(181,580

)

 

 

358,849

 

Effect of exchange rate changes on cash and cash equivalents

 

 

94

 

 

 

(1,477

)

Net change in cash and cash equivalents

 

$

(66

)

 

$

36,072

 

Net cash provided by operating activities decreased $101.7 million for the six months ended December 31, 2022, when compared to the six months ended December 31, 2021, as a result of a $95.9 million increase in cash paid for income taxes, $49.7 million in net unfavorable changes in operating assets and liabilities driven by the timing of vendor payments, partially offset by a $36.7 million increase in cash received from the Company's MARPA.

Net cash used in investing activities decreased $604.4 million for the six months ended December 31, 2022, when compared to the six months ended December 31, 2021, primarily as a result of a $609.4 million decrease in cash used in acquisitions of businesses partially offset by a $4.0 million increase in capital expenditures.

Net cash used in financing activities increased $540.4 million for the six months ended December 31, 2022, when compared to the six months ended December 31, 2021, primarily as a result of a $540.9 million increase in net payments under our Credit Facility.

We believe that the combination of internally generated funds, available bank borrowings, and cash and cash equivalents on hand will provide the required liquidity and capital resources necessary to fund on-going operations, customary capital expenditures, debt service obligations, share repurchases, and other working capital requirements over the next twelve months.  In the future we may seek to borrow additional amounts under a long-term debt security.  Over the longer term, our ability to generate sufficient cash flows from operations necessary to fulfill the obligations under the Credit Facility and any other indebtedness we may incur will depend on our future financial performance which will be affected by many factors outside of our control, including worldwide economic and financial market conditions.

Critical Accounting Policies

There have been no significant changes to the Company’s critical accounting policies as disclosed in our Annual Report on Form 10-K for the year ended June 30, 2022.

Off-Balance Sheet Arrangements and Contractual Obligations

We have no material off-balance sheet financing arrangements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The interest rates on both the Term Loan and the Revolving Facility are affected by changes in market interest rates.  We have the ability to manage these fluctuations in part through interest rate hedging alternatives in the form of interest rate swaps.  We have entered into floating-to-fixed interest rate swap agreements for an aggregate notional amount of $800.0 million related to a portion of our floating rate indebtedness. All remaining balances under our Term Loan, and any additional amounts that may be borrowed under our Revolving Facility, are currently subject to interest rate fluctuations. With every one percent fluctuation in the applicable interest rates, interest expense on our variable rate debt for the six months ended December 31, 2022 would have fluctuated by approximately $5.5 million.

21


 

Approximately 2.8% and 3.2% of our total revenues during the six months ended December 31, 2022 and 2021, respectively, were derived from our international operations headquartered in the U.K. Our practice in our international operations is to negotiate contracts in the same currency in which the predominant expenses are incurred, thereby mitigating the exposure to foreign currency exchange fluctuations. It is not possible to accomplish this in all cases; thus, there is some risk that profits will be affected by foreign currency exchange fluctuations. As of December 31, 2022, we held a combination of euros and pounds sterling in the U.K. and the Netherlands equivalent to approximately $58.2 million. This allows us to better utilize our cash resources on behalf of our foreign subsidiaries, thereby mitigating foreign currency conversion risks.

Item 4.  Controls and Procedures

As of the end of the three-month period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. The effectiveness of a system of disclosure controls and procedures is subject to various inherent limitations, including cost limitation, judgments used in decision making, assumptions about the likelihood of future events, the soundness of internal controls, and fraud.  Due to such inherent limitations, there can be only reasonable, and not absolute, assurance that any system of disclosure controls and procedures will be successful in preventing all errors or fraud, or in making all material information known in a timely manner to appropriate levels of management.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were operating and effective at December 31, 2022.

The Company reports that no changes in its internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended December 31, 2022.

22


 

PART II

OTHER INFORMATION

Al Shimari, et al. v. L-3 Services, Inc. et al.

Reference is made to Part I, Item 3, Legal Proceedings in the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2022 for the most recently filed information concerning the suit filed in the United States District Court for the Southern District of Ohio.  The lawsuit names CACI International Inc, CACI Premier Technology, Inc. and former CACI employee Timothy Dugan as Defendants, along with L-3 Services, Inc.  Plaintiffs seek, inter alia, compensatory damages, punitive damages, and attorney’s fees.

In 2015, Defendant CACI Premier Technology, Inc. moved to dismiss Plaintiffs’ claims based upon the political question doctrine.  On June 18, 2015, the Court issued an Order granting Defendant CACI Premier Technology, Inc.’s motion to dismiss, and on June 26, 2015 entered a final judgment in favor of Defendant CACI Premier Technology, Inc.

On July 23, 2015, Plaintiffs filed a Notice of Appeal of the district court’s June 2015 decision.  On October 21, 2016, the Court of Appeals vacated and remanded the District Court’s judgment with instructions for the District Court to make further determinations regarding the political question doctrine.  The District Court conducted an initial status conference on December 16, 2016.  On June 9, 2017, the District Court dismissed Plaintiff Rashid without prejudice from the action based upon his inability to participate.  On July 19, 2017, CACI Premier Technology, Inc. filed a motion to dismiss the action on numerous legal grounds.  The Court held a hearing on that motion on September 22, 2017, and denied the motion pending issuance of a written decision.  On January 17, 2018, CACI filed a third-party complaint naming the United States and John Does 1-60, asserting claims for contribution, indemnification, exoneration and breach of contract in the event that CACI Premier Technology, Inc. is held liable to Plaintiffs, as Plaintiffs are seeking to hold CACI Premier Technology, Inc. liable on a co-conspirator theory and a theory of aiding and abetting.  On February 21, 2018, the District Court issued a Memorandum Opinion and Order dismissing with prejudice the claims of direct abuse of the Plaintiffs by CACI personnel (Counts 1, 4 and 7 of the Third Amended Complaint) in response to the motion to dismiss filed by CACI on July 19, 2017, and denying the balance of the motion to dismiss.  On March 14, 2018, the United States filed a motion to dismiss the third party complaint or, in the alternative, for summary judgment.  On April 13, 2018, the Court held a hearing on the United States’ motion to dismiss and took the matter under advisement.  The Court subsequently stayed the part of the action against John Does 1-60.

On April 13, 2018, the Plaintiffs filed a motion to reinstate Plaintiff Rashid, which CACI opposed.  On April 20, 2018, the District Court granted that motion subject to Plaintiff Rashid appearing for a deposition.  On May 21, 2018, CACI filed a motion to dismiss for lack of subject matter jurisdiction based on a recent Supreme Court decision.  On June 25, 2018, the District Court denied that motion.  On October 25, 2018, the District Court conducted a pre-trial conference at which the District Court addressed remaining discovery matters, the scheduling for dispositive motions that CACI intends to file, and set a date of April 23, 2019 for trial, if needed, to start.  On December 20, 2018, CACI filed a motion for summary judgment and a motion to dismiss based on the state secrets privilege.  On January 3, 2019, CACI filed a motion to dismiss for lack of subject matter jurisdiction.  On February 15, 2019, the United States filed a motion for summary judgment with respect to CACI’s third-party complaint.  On February 27, 2019, the District Court denied CACI’s motion for summary judgment and motions to dismiss for lack of subject matter jurisdiction and on the state secrets privilege.  On February 28, 2019, CACI filed a motion seeking dismissal on grounds of derivative sovereign immunity.

23


 

On March 22, 2019, the District Court denied the United States’ motion to dismiss on grounds of sovereign immunity and CACI’s motion to dismiss on grounds of derivative sovereign immunity.  The District Court also granted the United States’ motion for summary judgment with respect to CACI’s third-party complaint.  On March 26, 2019, CACI filed a Notice of Appeal of the District Court’s March 22, 2019 decision.  On April 2, 2019, the U.S. Court of Appeals for the Fourth Circuit issued an Accelerated Briefing Order for the appeal.  On April 3, 2019, the District Court issued an Order cancelling the trial schedule and holding matters in abeyance pending disposition of the appeal.  On July 10, 2019, the U.S. Court of Appeals for the Fourth Circuit heard oral argument in Spartanburg, South Carolina on CACI’s appeal.  On August 23, 2019, the Court of Appeals issued an unpublished opinion dismissing the appeal.  A majority of the panel that heard the appeal held that rulings denying derivative sovereign immunity are not immediately appealable even where they present pure questions of law.  The panel also ruled, in the alternative, that even if such a ruling was immediately appealable, review was barred because there remained disputes of material fact with respect to CACI’s derivative sovereign immunity defenses.  The Court of Appeals subsequently denied CACI’s request for rehearing en banc.  CACI then filed a motion to stay issuance of the mandate pending the filing of a petition for a writ of certiorari.  On October 11, 2019, the Court of Appeals, by a 2-1 vote, denied the motion to stay issuance of the mandate.  CACI then filed an application to stay issuance of the mandate with Chief Justice Roberts in his capacity as Circuit Justice for the U.S. Court of Appeals for the Fourth Circuit.  After CACI filed that application, the Court of Appeals issued the mandate on October 21, 2019, returning jurisdiction to the district court.  On October 23, Chief Justice Roberts denied the stay application “without prejudice to applicants filing a new application after seeking relief in the district court.”  CACI then filed a motion in the district court to stay the action pending filing and disposition of a petition for a writ of certiorari.  On November 1, 2019, the district court granted CACI’s motion and issued an Order staying the action until further order of the court.  On November 15, 2019, CACI filed a petition for a writ of certiorari in the U.S. Supreme Court.  On January 27, 2020, the U.S. Supreme Court issued an Order inviting the Solicitor General to file a brief in the case expressing the views of the United States.  On August 26, 2020, the Solicitor General filed a brief recommending that CACI’s petition for a writ of certiorari be held pending the Supreme Court’s disposition of Nestle USA, Inc. v. Doe, cert. granted, No. 19-416 (July 2, 2020), and Cargill, Inc. v. Doe, cert. granted, No. 19-453 (July 2, 2020).  The United States’ brief recommended that if the Supreme Court’s decisions in Nestle and Cargill did not effectively eliminate the claims in Al Shimari, then the Supreme Court should grant CACI’s petition for a writ of certiorari. On June 17, 2021, the Supreme Court issued its decision in the Nestle and Cargill cases, holding that the allegations of domestic conduct in the cases were general corporate activity insufficient to establish subject matter jurisdiction.  As a result, the Supreme Court remanded the cases for dismissal.  On June 28, 2021, the Supreme Court denied CACI’s petition for a writ of certiorari.

On July 16, 2021, the District Court granted CACI’s consent motion to lift the stay of the action, and ordered the parties to submit status reports to the District Court by August 4, 2021.  On July 23, 2021, CACI filed a motion to dismiss the action for lack of subject matter jurisdiction based on, among other things, the recent Supreme Court decision in the Nestle and Cargill cases.  On August 4, 2021, the parties submitted status reports to the District Court.

On September 10, 2021, the Court conducted a hearing on CACI’s motion to dismiss for lack of subject matter jurisdiction and took the motion under advisement.  The Court issued an Order directing the plaintiffs to provide the Court with a calculation of specific damages sought by each plaintiff.  In response, plaintiffs advised the Court that, if the case is tried, they do not intend to request a specific amount of damages.

On October 1, 2021, the plaintiffs filed an estimate of compensatory damages between $6.0 million and $9.0 million ($2.0 million to $3.0 million per plaintiff) and an estimate of punitive damages between $23.5 million and $64.0 million.

On July 18, 2022, CACI filed a second motion to dismiss for lack of subject matter jurisdiction based on recent decisions by the Supreme Court.  On September 16, 2022, the District Court conducted a hearing on that motion and took the matter under advisement.

Abbass, et al v. CACI Premier Technology, Inc. and CACI International Inc, Case No. 1:13CV1186-LMB/JFA (EDVA)

Reference is made to Part I, Item 3, Legal Proceedings in the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2022 for the most recently filed information concerning the suit filed in the United States District Court for the Eastern District of Virginia.  The lawsuit names CACI International Inc and CACI Premier Technology, Inc. as Defendants.  Plaintiffs seeks, inter alia, compensatory damages, punitive damages, and attorney’s fees.

Since the filing of Registrant’s report described above, the case remains stayed pending the outcome in the Al Shimari appeal.

We are vigorously defending the above-described legal proceedings, and based on our present knowledge of the facts, believe the lawsuits are completely without merit.

On September 13, 2021, the Court issued an Order directing plaintiffs’ counsel to file a report advising the Court of the status of each plaintiff, and indicating that any plaintiff whom counsel is unable to contact may be dismissed from the action.   On October 4, 2021, plaintiffs’ counsel filed a memorandum stating that the action was brought by forty-six plaintiffs, and that plaintiffs’ counsel was in contact with many of the plaintiffs but needed additional time to provide the Court with a final report.  On October 4, 2021, the Court entered an Order extending plaintiffs’ response to October 25, 2021.  On October 25, 2021, plaintiffs’ counsel filed a memorandum stating that he was in communication with 46 plaintiffs or their representatives.

24


 

Item 1A.  Risk Factors

Reference is made to Part I, Item 1A, Risk Factors, in the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2022. There have been no material changes from the risk factors described in that report.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides certain information with respect to our purchases of shares of CACI International Inc’s common stock:

 

 

Period

 

Total Number

of Shares

Purchased

 

 

Average Price

Paid Per Share

 

 

Total Number of Shares Purchased As Part of

Publicly Announced

Programs

 

 

Maximum Number of

Shares that May Yet Be

Purchased Under the

Plans or Programs

 

October 2022

 

 

10,064

 

 

$

262.22

 

 

 

1,312,738

 

 

 

187,262

 

November 2022

 

 

 

 

 

 

 

 

 

 

 

 

December 2022

 

 

 

 

$

 

 

 

 

 

 

 

Total

 

 

10,064

 

 

 

 

 

 

 

1,312,738

 

 

 

 

 

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Mine Safety Disclosures

Not applicable

Item 5.  Other Information

None


25


 

 

Item 6.  Exhibits

 

 

 

 

 

 

 

Incorporated by Reference

Exhibit No.

 

Description

 

Filed with this Form 10-Q

 

Form

 

Filing Date

 

Exhibit No.

 

 

 

 

 

 

 

 

 

 

 

10.1

 

Amendment No. 4 to the Master Accounts Receivable Purchase Agreement dated December 28, 2018, among CACI, International Inc, CACI, Inc.-Federal, certain subsidiaries from time to time party thereto, MUFG Bank, Ltd., as Administrative Agent, and certain purchasers from time to time party thereto

 

 

 

8-K

 

December 28, 2022

 

10.1

 

 

 

 

 

 

 

 

 

 

 

31.1

 

Section 302 Certification John S. Mengucci

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31.2

 

Section 302 Certification Jeffrey D. MacLauchlan

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32.1

 

Section 906 Certification John S. Mengucci

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32.2

 

Section 906 Certification Jeffrey D. MacLauchlan

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.INS

 

XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

 

 

 

 

 

 

 

 

 

26


 

 

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 hereunto duly authorized.

 

 

 

CACI International Inc

 

 

Registrant

 

 

 

 

Date:  January 26, 2023

 

By:

/s/ John S. Mengucci

 

 

 

John S. Mengucci

 

 

 

President,

 

 

 

Chief Executive Officer and Director

 

 

 

(Principal Executive Officer)

 

 

 

 

Date:  January 26, 2023

 

By:

/s/ Jeffrey D. MacLauchlan

 

 

 

Jeffrey D. MacLauchlan

 

 

 

Executive Vice President,

 

 

 

Chief Financial Officer and Treasurer

 

 

 

(Principal Financial Officer)

 

 

 

 

Date:  January 26, 2023

 

By:

/s/ Travis B. Johnson

 

 

 

Travis B. Johnson

 

 

 

Senior Vice President, Corporate Controller

 

 

 

and Chief Accounting Officer

 

 

 

(Principal Accounting Officer)

 

27