UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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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
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
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(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 |
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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.
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).
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.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
As of January 12, 2023, there were
CACI INTERNATIONAL INC
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PART I: |
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Item 1. |
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3 |
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4 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II: |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
25 |
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Item 4. |
25 |
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Item 5. |
25 |
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Item 6. |
26 |
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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)
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Three Months Ended |
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Six Months Ended |
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December 31, |
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December 31, |
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2022 |
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2021 |
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2022 |
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2021 |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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Costs of revenues: |
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Direct costs |
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Indirect costs and selling expenses |
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Depreciation and amortization |
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Total costs of revenues |
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Income from operations |
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Interest expense and other, net |
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Income before income taxes |
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Income taxes |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Basic earnings per share |
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$ |
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$ |
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$ |
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$ |
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Diluted earnings per share |
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$ |
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$ |
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$ |
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$ |
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Weighted-average basic shares outstanding |
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Weighted-average diluted shares outstanding |
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See Notes to Unaudited Condensed Consolidated Financial Statements
3
CACI INTERNATIONAL INC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
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Three Months Ended |
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Six Months Ended |
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December 31, |
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December 31, |
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2022 |
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2021 |
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2022 |
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2021 |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss): |
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Foreign currency translation adjustment |
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( |
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( |
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Change in fair value of interest rate swap agreements, net of tax |
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( |
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Other comprehensive income, net of tax |
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Comprehensive income |
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$ |
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$ |
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$ |
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$ |
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See Notes to Unaudited Condensed Consolidated Financial Statements
4
CACI INTERNATIONAL INC
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
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December 31, |
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June 30, |
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2022 |
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2022 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Prepaid expenses and other current assets |
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Total current assets |
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Goodwill |
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Intangible assets, net |
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Property, plant and equipment, net |
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Operating lease right-of-use assets |
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Supplemental retirement savings plan assets |
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Accounts receivable, long-term |
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Other long-term assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Current portion of long-term debt |
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$ |
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$ |
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Accounts payable |
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Accrued compensation and benefits |
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Other accrued expenses and current liabilities |
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Total current liabilities |
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Long-term debt, net of current portion |
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Supplemental retirement savings plan obligations, net of current portion |
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Deferred income taxes |
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Operating lease liabilities, noncurrent |
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Other long-term liabilities |
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Total liabilities |
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$ |
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$ |
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COMMITMENTS AND CONTINGENCIES |
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Shareholders’ equity: |
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Preferred stock $ outstanding |
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Common stock $ issued and issued and |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
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( |
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Treasury stock, at cost ( |
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( |
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( |
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Total CACI shareholders’ equity |
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Noncontrolling interest |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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$ |
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$ |
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See Notes to Unaudited Condensed Consolidated Financial Statements
5
CACI INTERNATIONAL INC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
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Six Months Ended |
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December 31, |
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2022 |
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2021 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Amortization of deferred financing costs |
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Loss on extinguishment of debt |
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— |
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Non-cash lease expense |
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Stock-based compensation expense |
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Deferred income taxes |
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( |
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( |
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Changes in operating assets and liabilities, net of effect of business acquisitions: |
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Accounts receivable, net |
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Prepaid expenses and other assets |
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( |
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( |
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Accounts payable and other accrued expenses |
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Accrued compensation and benefits |
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( |
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( |
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Income taxes payable and receivable |
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( |
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Operating lease liabilities |
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( |
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( |
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Long-term liabilities |
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Net cash provided by operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Capital expenditures |
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( |
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( |
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Acquisition of businesses, net of cash acquired |
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— |
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( |
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Other |
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— |
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Net cash used in investing activities |
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( |
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( |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from borrowings under bank credit facilities |
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Principal payments made under bank credit facilities |
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( |
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( |
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Payment of financing costs under bank credit facilities |
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— |
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( |
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Proceeds from employee stock purchase plans |
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Repurchases of common stock |
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( |
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( |
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Payment of taxes for equity transactions |
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( |
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( |
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Net cash (used in) provided by financing activities |
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( |
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Effect of exchange rate changes on cash and cash equivalents |
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( |
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Net change in cash and cash equivalents |
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( |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
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Cash paid during the period for income taxes, net of refunds |
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$ |
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$ |
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Cash paid during the period for interest |
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$ |
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$ |
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Non-cash financing and investing activities: |
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Landlord sponsored tenant incentives |
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$ |
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$ |
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Accrued capital expenditures |
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$ |
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$ |
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See Notes to Unaudited Condensed Consolidated Financial Statements
6
CACI INTERNATIONAL INC
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)
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Common Stock Shares Amount |
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Additional Paid-in Capital |
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Retained Earnings |
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Accumulated Other Comprehensive Income (Loss) |
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Treasury Stock Shares Amount |
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Total CACI Shareholders’ Equity |
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Noncontrolling Interest |
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Total Shareholders’ Equity |
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Balance at September 30, 2022 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Tax withholdings on restricted share vestings |
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( |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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Other comprehensive income, net of tax |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Repurchases of common stock |
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— |
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— |
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( |
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— |
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— |
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( |
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( |
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— |
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( |
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Treasury stock issued under stock purchase plans |
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— |
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— |
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— |
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— |
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( |
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— |
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Balance at December 31, 2022 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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$ |
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$ |
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Balance at September 30, 2021 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Tax withholdings on restricted share vestings |
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( |
) |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive income, net of tax |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Repurchases of common stock |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
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( |
) |
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— |
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( |
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Treasury stock issued under stock purchase plans |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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