SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number: 0-8401
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A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
CACI $MART PLAN
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B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
CACI International Inc, 1100 North Glebe Road, Arlington, Virginia 22201
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CACI $MART Plan
Audited Financial Statements and Supplemental Schedule
Year Ended December 31, 2002 with Report of Independent Auditors
CACI $MART Plan
Audited Financial Statements and Supplemental Schedule
Years ended December 31, 2002 and 2001
Contents
Reports of Independent Auditors 1
Statements of Net Assets Available for Benefits 3
Statement of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5
Supplemental Schedule 12
Schedule H, Line 4i, Schedule of Assets (Held At End of Year) 13
SIGNATURES 14
Exhibit 99. Certifications 17
Reports of Independent Auditors
Plan Sponsor
CACI $MART Plan
We have audited the accompanying statement of net assets available for benefits
of the CACI $MART Plan as of December 31, 2002, and the related statement of
changes in net assets available for benefits for the year then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2002, and the changes in its net assets available for benefits for
the year then ended, in conformity with accounting principles generally accepted
in the United States.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2002, is presented for the purpose of
additional analysis and is not a required part of the financial statements, but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
McLean,Virginia
June 25, 2003
1
To the Plan Sponsor and Participants of
CACI $MART Plan
Arlington, Virginia
We have audited the accompanying statement of net assets available for benefits
of the CACI $MART Plan as of December 31, 2001. This financial statement is the
responsibility of the Plan Sponsor. Our responsibility is to express an opinion
on this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such financial statement presents fairly, in all material
respects, the net assets available for benefits of the CACI $MART Plan as of
December 31, 2001 in conformity with accounting principles generally accepted in
the United States of America.
/s/ Deloitte & Touche LLP
McLean, Virginia
June 27, 2002
2
CACI $MART Plan
Statements of Net Assets Available for Benefits
December 31
2002 2001
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Assets
Investments $147,084,805 $135,014,078
Receivables:
Employer contributions 1,644,158 919,467
Participant contributions 909,439 791,974
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Total receivables 2,553,597 1,711,441
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Net assets available for benefits $149,638,402 $136,725,519
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See accompanying notes.
3
CACI $MART Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2002
Additions:
Investment income:
Interest and dividends $ 3,268,148
Contributions:
Employer 6,977,655
Participant 18,812,935
Rollover 1,717,829
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Total contributions 27,508,419
Net assets transferred from other plans 11,465,741
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Total additions 42,242,308
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Deductions:
Net depreciation in fair value of investments 19,982,339
Benefits paid to participants 9,329,725
Administrative expenses 17,361
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Total deductions 29,329,425
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Increase in net assets 12,912,883
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Net assets available for benefits:
Beginning of year 136,725,519
------------
End of year $149,638,402
============
See accompanying notes.
4
CACI $MART Plan
Notes to Financial Statements
December 31, 2002 and 2001
1. Description of the Plan
The following description of the CACI $MART Plan (the Plan), which is sponsored
by CACI International Inc (the Plan Sponsor), provides only general information.
Participants should refer to the Plan Document for a more complete description
of the Plan's provisions.
General
The Plan was adopted on September 1, 1985, as a defined contribution plan
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA). The Plan has a profit-sharing and a 401(k) feature. Profit sharing
contributions are made at the discretion of the Plan Sponsor's Board of
Directors. All contributions to the Plan are maintained in a trust fund
consisting of separate amounts identifiable by individual participant.
In November 2001, the Plan Sponsor acquired Digital Systems International
Corporation (DSIC). On February 1, 2002, the DSIC 401(k) plan was merged into
the CACI $MART Plan resulting in a transfer of assets of approximately $12.6
million.
During 2002, certain Company individuals transferred approximately $1.1 million
of assets out of the Plan as a result of separation from the Company.
Eligibility
All U.S.-based employees of the Plan Sponsor, regardless of age, are eligible to
participate as of their date of hire.
Contributions
Participants may elect to defer a percentage of their compensation to contribute
to their account in the Plan trust. As of December 31, 2002 and 2001,
participants were permitted to defer up to 25% and 15%, respectively, of their
compensation but not more than the maximum, which is indexed annually by IRS
regulations.
The Plan Sponsor may match 50% of the first 6% of compensation deferred per
quarter per eligible participant. In addition, an amount equal to 2% of
compensation is contributed each year on behalf of each eligible participant in
the TEAS group. Prior to July 1, 2001, participants assigned in the TEAS group
were eligible to receive a match from the Plan Sponsor of 100% of the first 3%
of compensation deferred plus 50% of the next 4% of compensation deferred, as
defined in the Plan Document.
5
CACI $MART Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Contributions (continued)
Generally, to be eligible for matching by the Plan Sponsor, a participant must
be employed on the last day of each quarter. Contributions to the profit-sharing
feature of the Plan for eligible employees are made by the Plan Sponsor only at
the discretion of the Plan Sponsor's Board of Directors.
Vesting
Participants are immediately vested in their contributions plus actual earnings
thereon. Other than participants in the TEAS group, vesting in the Company's
matching and profit sharing contribution portion of their accounts, plus actual
earnings thereon, is based on years of continuous service. A participant is 100%
vested after five years of credited service. All contributions to the Plan on
behalf of participants in the TEAS group are 100% vested at all times.
Participant Accounts
Each participant's account is credited with the participant's contribution, the
Sponsor's matching contribution, and allocations of (1) sponsor discretionary
contributions and (2) plan earnings, and charged with an allocation of
administrative expenses. Allocations are based on participant earnings or
account balances, as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's vested account.
Investments
Participants direct the investment of their contributions and plan sponsor
contributions into various investment options offered by the Plan. Participants
may change their investment options daily.
6
CACI $MART Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Plan Administration
The Plan is administered by the Plan Sponsor. Effective February 1, 2001, T.
Rowe Price Trust Company was appointed as Trustee of the Plan. Expenses of
administering the Plan may be paid by the Plan or the Plan Sponsor, as provided
by the Plan Document. During 2002, the Plan paid administrative expenses of
$17,361. Plan participants taking loans paid new loan setup fees, and all other
administrative expenses were paid by the Plan Sponsor.
Participant Loans
The Plan allows participants to borrow against their account balance. The
minimum loan amount is $1,000. Loans are primarily paid through automatic
payroll deductions. The maximum loan amount is the lesser of (i) 50% of the
vested balance of the participant's Plan account or (ii) $50,000, reduced by the
highest outstanding loan within the previous 12 months. Only one loan is
permitted at a time. Loan terms may be up to five years unless the loan purpose
is for purchasing a primary residence, in which case the term of the loan may be
for up to fifteen years. Interest is charged over the term of the loan. The
interest rate is Prime plus 1% and is based on the Wall Street Journal rates on
the last business day of the month prior to the initiation of the loan. The
loans are secured by the balance in the participant's account.
Retirement and Disability Benefits or Termination of Employment
Upon a participant's retirement, disability, or termination for other reasons,
the normal form of benefit is a joint and survivor annuity for a married
participant or a single life annuity for a single participant. The alternative
forms are a single life annuity, installment, or lump-sum cash distribution.
Distributions to participants who have separated from service and have requested
a distribution are made no later than 60 days after the end of the Plan year in
which they terminate. Outstanding loans that are applied against these
distributions are recorded as benefits paid to participants in the accompanying
financial statements.
Death Benefits
Upon the death of a participant, their designated beneficiary will receive a
benefit distribution over the same period as that in which the participant would
have received it.
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CACI $MART Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan have been prepared using the accrual method
of accounting. Benefits are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Investments in the mutual funds are stated at fair value based on quoted market
prices, which represent the net asset value of shares held by the Plan at the
end of the Plan year. Listed securities are valued at fair market value based on
the closing price on a national securities exchange on the last business day of
the Plan year. Participant loans are valued at their outstanding balances, which
approximate fair value.
Security transactions are accounted for on the trade date. Gains and losses on
sales of securities are calculated on the basis of the weighted-average cost per
share.
Net depreciation in the fair value of investments consists of the realized gains
or losses and the unrealized appreciation or depreciation on those investments.
Interest income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Forfeitures
Forfeitures of nonvested Company matching and profit sharing contributions are
used to offset respective Company contributions for the Plan Year in which such
forfeitures occur. Company matching contributions were reduced by $490,753
during the year ended December 31, 2002.
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CACI $MART Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Risk and Uncertainties
The Plan provides for a number of investment options in a combination of stock
and mutual funds whose investment objectives vary and whose underlying
investment securities range from fixed income to equity. These investment
securities are exposed to various risks, such as interest rate, market and
credit risk. Due to the level of risk associated with certain investment
securities, it is at least reasonably possible that changes in risks in the near
term could materially affect participants' account balances and the amounts
reported in the statements of net assets available for benefits and statement of
changes in net assets available for benefits.
3. Investments
Investments that represent 5% or more of the Plan's net assets as of December
31, 2002 and 2001, are separately identified below:
2002 2001
---------------------------------------
CACI International Inc $ 21,779,731 $ 20,907,157
T. Rowe Price Stable Value Fund 29,151,104 24,567,373
Franklin Small-Mid Cap Growth * 9,279,866
Pimco Total Return Admin. 13,372,986 8,848,455
Personal Strategy--Balanced 12,380,103 8,962,518
International Stock Fund 11,450,220 14,131,244
Equity Index 500 Fund 7,642,311 7,404,963
Small-Cap Stock Fund 8,971,560 9,568,879
Blue Chip Growth Fund 12,086,437 13,102,130
* Represents less than 5% of the Plan's assets
During 2002, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) depreciated in value by
$19,982,339 as follows:
Mutual funds $ (18,147,306)
Common stock (1,835,033)
--------------------
$ (19,982,339)
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CACI $MART Plan
Notes to Financial Statements (continued)
4. Plan Termination
Although it has not expressed any intent to do so, the Plan Sponsor has the
right to terminate the plan subject to the provisions of ERISA. Upon Plan
termination, as directed by the Plan Sponsor, participants will become 100%
vested and the Trustee shall either distribute benefits to participants or
deliver the Plan assets to the trustee of another qualified plan.
5. Tax Status
The Internal Revenue Service has determined and informed the Plan Sponsor by a
letter dated May 14, 2002, that the Plan is qualified and the trust established
under the Plan is tax-exempt, under the appropriate sections of the Internal
Revenue Code. The previous determination letter was dated May 22, 1998.
Subsequent to the most recent determination letter, the Plan was amended. The
Plan Sponsor and its qualified tax counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
6. Party-In-Interest
Prior to February 1, 2001, administration and record-keeping services were
provided by Franklin Templeton Defined Contribution Services, formerly known as
Franklin ValuSelect (a wholly owned subsidiary of Franklin Resources, Inc.).
Effective February 1, 2001, T. Rowe Price Trust Company was appointed as Trustee
of the Plan. As a result, administration and record-keeping services were
provided by T. Rowe Price Retirement Plan Services, Inc., for the period
February 1, 2001 through December 31, 2001.
Plan Assets were invested in certain mutual funds, which, for the period January
1, 2001 through January 31, 2001, were managed and provided with various
services by subsidiaries of Franklin Resources, Inc., including trust services
provided by Franklin Templeton Trust Company. For the period February 1, 2001
through December 31, 2002, the mutual funds were managed and provided with
various services of T. Rowe Retirement Plan Services, Inc. Also, Franklin
Resources, Inc., and T. Rowe Price Retirement Plan Services, Inc. earned
management fees and other fees from the funds in which participants invested
throughout the respective periods. These are considered party-in interest
transactions for which a statutory exemption exists.
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CACI $MART Plan
Notes to Financial Statements (continued)
7. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
December 31
2002 2001
-------------------------------
Net assets available for benefits per the financial statements $149,638,402 $136,725,519
Amounts allocated to withdrawing participants* (11,613) (8,784)
-------------------------------
Net assets available for benefits per the Form 5500 $149,626,789 $136,716,735
===============================
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended December 31, 2002:
Benefits paid to participants per the financial statements $9,329,725
Add: Amounts allocated to withdrawing participants at
December 31, 2002* 11,613
Less: Amounts allocated to withdrawing participants at
December 31, 2001 (8,784)
-----------
Benefits paid per the Form 5500 $9,332,554
===========
* Amounts are recorded on the Form 5500 for benefits that have been processed
and approved for payment prior to year-end, but not yet paid as of that date.
11
Supplemental Schedule
12
CACI $MART Plan
Schedule H, Line 4i, Schedule of Assets
(Held At End of Year)
EIN #541345888--Plan Number 001
December 31, 2002
Description of Investment Including
Identity of Issuer, Borrower, Maturity Date, Rate of Interest, Current
Lessor or Similar Party Collateral, Par or Maturity Value Cost ** Value
----------------------------------------------------------------------------------------------------------
* CACI International Inc Common Stock $ 21,779,731
* T. Rowe Price Stable Value Fund Collective Investment Trust 29,151,104
Tradelink Investments Participant-Directed
Brokerage Account 531,245
Franklin Small-Mid Cap Growth Open-End Mutual Funds 7,291,685
Janus Fund Open-End Mutual Funds 1,861,332
Strong Opportunity Open-End Mutual Funds 1,824,622
Pimco Total Return Admin. Open-End Mutual Funds 13,372,986
Financial Services Fund Open-End Mutual Funds 1,499,479
* Personal Strategy--Income Open-End Mutual Funds 4,978,149
* Personal Strategy--Balanced Open-End Mutual Funds 12,380,103
* Personal Strategy--Growth Open-End Mutual Funds 1,798,029
* Health Sciences Fund Open-End Mutual Funds 1,813,412
* Media & Telecommunications Open-End Mutual Funds 455,594
* Nvest Growth and Income Open-End Mutual Funds 4,039,202
* International Stock Fund Open-End Mutual Funds 11,450,220
* Equity Index 500 Fund Open-End Mutual Funds 7,642,311
* Science and Technology Fund Open-End Mutual Funds 776,723
* Small-Cap Stock Fund Open-End Mutual Funds 8,971,560
* Blue Chip Growth Fund Open-End Mutual Funds 12,086,437
* Participant loans Participant loans (maturing 2003
to 2017 at interest rates of
5.25%-10.5%) 3,378,347
* Cash held by custodian Cash 2,534
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$147,084,805
==============
* Represents a party-in-interest.
** Historical cost information is not required to be presented as all
investments are participant-directed.
13
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
CACI $MART PLAN
Date: June 30, 2003 By: /s/ Patrick Stefl
--------------------------
Patrick Stefl
Senior Vice President,
Administrative Services
________________________________________________________________________________
EXHIBIT INDEX
Exhibit No. Description
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23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Ernst & Young LLP
99 Section 906 Certifications
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