| CACI INTERNATIONAL INC /DE/ backlog in Item 1A Risk Factors |
| Business Segments, Foreign Operations, and Major Customer Additional business segment, foreign operations and major customer information is provided in the Company’s Consolidated Financial Statements contained in this Report |
| In particular, see Note 2, Business Segment, Customer and Geographic Information, in the Notes to Consolidated Financial Statements contained in this Annual Report on Form 10-K 8 ______________________________________________________________________ Revenue by Contract Type The following information is provided on the amounts of revenue attributable to time-and-materials contracts, cost reimbursable contracts and firm fixed-price contracts (including proprietary software product sales), of the Company during each of the last three fiscal years: Year Ended June 30, _________________________________________________________________ 2006 _________________________________________________________________ 2005 _________________________________________________________________ 2004 _________________________________________________________________ (amounts in thousands) Time and Materials $ 899cmam151 51dtta2 % $ 925cmam074 57dtta0 % $ 708cmam801 61dtta9 % Cost Reimbursable 500cmam463 28dtta5 % 405cmam801 25dtta0 % 242cmam070 21dtta1 % Firm Fixed-Price 355cmam710 20dtta3 % 292cmam187 18dtta0 % 194cmam914 17dtta0 % _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ Total $ 1cmam755cmam324 100dtta0 % $ 1cmam623cmam062 100dtta0 % $ 1cmam145cmam785 100dtta0 % _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ Item 1A Risk Factors You should carefully consider the risks and uncertainties described below, together with the information included elsewhere in this Annual Report on Form 10-K and other documents we file with the SEC The risks and uncertainties described below are those that we have identified as material, but are not the only risks and uncertainties facing us |
| Our business is also subject to general risks and uncertainties that affect many other companies, such as overall US and non-US economic and industry conditions, including a global economic slowdown, geopolitical events, changes in laws or accounting rules, fluctuations in interest and exchange rates, terrorism, international conflicts, major health concerns, natural disasters or other disruptions of expected economic and business conditions |
| Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business operations and liquidity |
| We depend on contracts with the federal government for a substantial majority of our revenue, and our business could be seriously harmed if the government ceased doing business with us |
| We derived 94dtta4 percent of our total revenue in FY2006 and 94dtta0 percent of our total revenue in FY2005 from federal government contracts, either as a prime contractor or a subcontractor |
| We derived 73dtta1 percent of our total revenue in FY2006 and 72dtta7 percent of our total revenue in FY2005 from contracts with agencies of the DoD We expect that federal government contracts will continue to be the primary source of our revenue for the foreseeable future |
| If we were suspended or debarred from contracting with the federal government generally, with the General Services Administration, or any significant agency in the intelligence community or the DoD, or if our reputation or relationship with government agencies were to be impaired, or if the government otherwise ceased doing business with us or significantly decreased the amount of business it does with us, our business, prospects, financial condition and operating results could be materially and adversely affected |
| Our business could be adversely affected by the outcome of the various investigations/proceedings regarding our interrogation services work in Iraq |
| Beginning in May 2004, press accounts disclosed an internal government report, the Taguba Report, which contains information regarding the alleged mistreatment of Iraqi prisoners |
| The Taguba Report alleged that one of our employees was involved with the alleged mistreatment |
| Another government report, the Jones/Fay Report, alleges that three of our employees, including the one identified in the Taguba Report, acted improperly in performing their assigned duties in Iraq |
| The Jones/Fay Report recommended that the information in the report regarding each of these employees be forwarded to the General Counsel of the United States Army for determination of whether each of them should be referred to the United States Department of Justice for prosecution, as well as forwarded to the contracting officer for appropriate contractual action |
| Our investigation into these matters has not to date confirmed the allegations of abuse contained in either the Taguba Report or the Jones/Fay Report |
| We have cooperated and will continue to cooperate fully with the government regarding investigations arising out of interrogation services provided in Iraq |
| 9 ______________________________________________________________________ We have never condoned, and will never condone, tolerate or endorse, any illegal or inappropriate behavior on the part of any employee when working on our behalf—but we will stand firmly by our employees and their right to be presumed innocent until there is verifiable information confirming that they have been involved in misconduct |
| If and when we receive verifiable information indicating any inappropriate or illegal behavior on the part of any employee, we will take swift and appropriate action to redress the matter |
| To date, no present or former employee of the Company has been officially charged with any offense in connection with the Abu Ghraib allegations |
| The results of the investigations and proceedings regarding our interrogation services in Iraq could affect our relationships with our clients and could cause our actual results to differ materially and adversely from those anticipated |
| Our business could be adversely affected by changes in budgetary priorities of the federal government |
| Because we derive a substantial majority of our revenue from contracts with the federal government, we believe that the success and development of our business will continue to depend on our successful participation in federal government contract programs |
| Changes in federal government budgetary priorities could directly affect our financial performance |
| A significant decline in government expenditures, or a shift of expenditures away from programs that we support or a change in federal government contracting policies, could cause federal government agencies to reduce their purchases under contracts, to exercise their right to terminate contracts at any time without penalty or not to exercise options to renew contracts |
| Any such actions could cause our actual results to differ materially and adversely from those anticipated |
| Among the factors that could seriously affect our federal government contracting business are: • changes in federal government programs or requirements; • budgetary priorities limiting or delaying federal government spending generally, or specific departments or agencies in particular, and changes in fiscal policies or available funding, including potential governmental shutdowns (such as that which occurred during the government’s 1996 fiscal year); • an increase in set-asides for small businesses that could result in our inability to compete directly for prime contracts; and, • curtailment of the federal government’s use of technology solutions firms |
| Our federal government contracts may be terminated by the government at any time and may contain other provisions permitting the government not to continue with contract performance, and, if lost contracts are not replaced, our operating results may differ materially and adversely from those anticipated |
| We derive substantially all of our revenue from federal government contracts that typically span one or more base years and one or more option years |
| The option periods typically cover more than half of the contract’s potential duration |
| Federal government agencies generally have the right not to exercise these option periods |
| In addition, our contracts typically also contain provisions permitting a government client to terminate the contract for its convenience |
| A decision not to exercise option periods or to terminate contracts could result in significant revenue shortfalls from those anticipated |
| Federal government contracts contain numerous provisions that are unfavorable to us |
| Federal government contracts contain provisions and are subject to laws and regulations that give the government rights and remedies, some of which are not typically found in commercial contracts, including allowing the government to: • cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable; • claim rights in systems and software developed by us; 10 ______________________________________________________________________ • suspend or debar us from doing business with the federal government or with a governmental agency, impose fines and penalties and subject us to criminal prosecution; and, • control or prohibit the export of our data and technology |
| If the government terminates a contract for convenience, we may recover only our incurred or committed costs, settlement expenses and profit on work completed prior to the termination |
| If the government terminates a contract for default, we may be unable to recover even those amounts, and instead may be liable for excess costs incurred by the government in procuring undelivered items and services from another source |
| Depending on the value of a contract, such termination could cause our actual results to differ materially and adversely from those anticipated |
| Certain contracts also contain organizational conflict of interest clauses that limit our ability to compete for or perform certain other contracts |
| Organizational conflicts of interest (OCIs) arise any time we engage in activities that (i) make us unable or potentially unable to render impartial assistance or advice to the Government; (ii) impair or might impair our objectivity in performing contract work; or (iii) provide us with an unfair competitive advantage |
| For example (i) when we work on the design of a particular system, we may be precluded from competing for the contract to install that system; or (ii) when we evaluate the work performed by other contractors on behalf of our government client, we are precluded from evaluating the work of some other part of the Company or a related entity performed under another contract |
| Depending upon the value of the matters affected an OCI issue that precludes our participation in or performance of a program or contract could cause our actual results to differ materially and adversely from those anticipated |
| As is common with government contractors, we have experienced and continue to experience occasional performance issues under certain of our contracts |
| Depending upon the value of the matters affected a performance problem that impacts our performance of a program or contract could cause our actual results to differ materially and adversely from those anticipated |
| If we fail to establish and maintain important relationships with government entities and agencies, our ability to successfully bid for new business may be adversely affected |
| To facilitate our ability to prepare bids for new business, we rely in part on establishing and maintaining relationships with officials of various government entities and agencies |
| These relationships enable us to provide informal input and advice to government entities and agencies prior to the development of a formal bid |
| We may be unable to successfully maintain our relationships with government entities and agencies, and any failure to do so may adversely affect our ability to bid successfully for new business and could cause our actual results to differ materially and adversely from those anticipated |
| We derive significant revenue from contracts and task orders awarded through a competitive bidding process |
| If we are unable to consistently win new awards over any extended period, our business and prospects will be adversely affected |
| Substantially all of our contracts and task orders with the federal government are awarded through a competitive bidding process |
| We expect that much of the business that we will seek in the foreseeable future will continue to be awarded through competitive bidding |
| Budgetary pressures and changes in the procurement process have caused many Government clients to increasingly purchase goods and services through indefinite delivery/indefinite quantity, or ID/IQ, contracts, GSA schedule contracts and other government-wide acquisition contracts |
| These contracts, some of which are awarded to multiple contractors, have increased competition and pricing pressure, requiring that we make sustained post-award efforts to realize revenue under each such contract |
| In addition, in consideration of recent publicity regarding the practice of agencies awarding work under such contracts that is arguably outside their intended scope, both the GSA and the DoD have initiated programs aimed to ensure that all work fits properly within the scope of the contract under which it is awarded |
| The net effect of such programs may reduce the number of bidding opportunities available to us |
| Moreover, even if we are highly qualified to work on a particular new contract, we might not be awarded business because of the federal government’s policy and practice of maintaining a diverse contracting base |
| 11 ______________________________________________________________________ This competitive bidding process presents a number of risks, including the following: • we bid on programs before the completion of their design, which may result in unforeseen technological difficulties and cost overruns; • we expend substantial cost and managerial time and effort to prepare bids and proposals for contracts that we may not win; • we may be unable to estimate accurately the resources and cost structure that will be required to service any contract we win; and, • we may encounter expense and delay if our competitors protest or challenge awards of contracts to us in competitive bidding, and any such protest or challenge could result in the resubmission of bids on modified specifications, or in the termination, reduction or modification of the awarded contract |
| If we are unable to win particular contracts, we may be foreclosed from providing to clients services that are purchased under those contracts for a number of years |
| If we are unable to consistently win new contract awards over any extended period, our business and prospects will be adversely affected and that could cause our actual results to differ materially and adversely from those anticipated |
| In addition, upon the expiration of a contract, if the client requires further services of the type provided by the contract, there is frequently a competitive rebidding process |
| There can be no assurance that we will win any particular bid, or that we will be able to replace business lost upon expiration or completion of a contract, and the termination or non-renewal of any of our significant contracts could cause our actual results to differ materially and adversely from those anticipated |
| Our business may suffer if we or our employees are unable to obtain the security clearances or other qualifications we and they need to perform services for our clients |
| Many of our federal government contracts require us to have security clearances and employ personnel with specified levels of education, work experience and security clearances |
| Depending on the level of clearance, security clearances can be difficult and time-consuming to obtain |
| If we or our employees lose or are unable to obtain necessary security clearances, we may not be able to win new business and our existing clients could terminate their contracts with us or decide not to renew them |
| To the extent we cannot obtain or maintain the required security clearances for our employees working on a particular contract, we may not derive the revenue anticipated from the contract, which could cause our results to differ materially and adversely from those anticipated |
| We must comply with a variety of laws and regulations, and our failure to comply could cause our actual results to differ materially from those anticipated |
| We must observe laws and regulations relating to the formation, administration and performance of federal government contracts which affect how we do business with our clients and may impose added costs on our business |
| For example, the Federal Acquisition Regulation and the industrial security regulations of the DoD and related laws include provisions that: • allow our federal government clients to terminate or not renew our contracts if we come under foreign ownership, control or influence; • require us to divest work if an organizational conflict of interest related to such work cannot be mitigated to the Government’s satisfaction; • require us to disclose and certify cost and pricing data in connection with contract negotiations; and, • require us to prevent unauthorized access to classified information |
| Our failure to comply with these or other laws and regulations could result in contract termination, loss of security clearances, suspension or debarment from contracting with the federal government, civil fines and damages and criminal prosecution and penalties, any of which could cause our actual results to differ materially and adversely from those anticipated |
| 12 ______________________________________________________________________ The federal government may reform its procurement or other practices in a manner adverse to us |
| The federal government may reform its procurement practices or adopt new contracting rules and regulations, such as cost accounting standards |
| It could also adopt new contracting methods relating to GSA contracts or other government-wide contracts, or adopt new socio-economic requirements |
| These changes could impair our ability to obtain new contracts or win re-competed contracts |
| Any new contracting methods could be costly or administratively difficult for us to satisfy, and, as a result could cause actual results to differ materially and adversely from those anticipated |
| Restrictions on or other changes to the federal government’s use of service contracts may harm our operating results |
| We derive a significant amount of revenue from service contracts with the federal government |
| The government may face restrictions from new legislation, regulations or government union pressures, on the nature and amount of services the government may obtain from private contractors |
| Any reduction in the government’s use of private contractors to provide federal services could cause our actual results to differ materially and adversely from those anticipated |
| Our contracts and administrative processes and systems are subject to audits and cost adjustments by the federal government, which could reduce our revenue, disrupt our business or otherwise adversely affect our results of operations |
| Federal government agencies, including the DCAA, routinely audit and investigate government contracts and government contractors’ administrative processes and systems |
| These agencies review our performance on contracts, pricing practices, cost structure and compliance with applicable laws, regulations and standards |
| They also review our compliance with government regulations and policies and the adequacy of our internal control systems and policies, including our purchasing, property, estimating, compensation and management information systems |
| Any costs found to be improperly allocated to a specific contract will not be reimbursed, and any such costs already reimbursed must be refunded |
| Moreover, if any of the administrative processes and systems is found not to comply with requirements, we may be subjected to increased government scrutiny and approval that could delay or otherwise adversely affect our ability to compete for or perform contracts |
| Therefore, an unfavorable outcome to an audit by the DCAA or another government agency could cause actual results to differ materially and adversely from those anticipated |
| If a government investigation uncovers improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeitures of profits, suspension of payments, fines and suspension or debarment from doing business with the federal government |
| In addition, we could suffer serious reputational harm if allegations of impropriety were made against us |
| Each of these results could cause actual results to differ materially and adversely from those anticipated |
| Failure to maintain strong relationships with other contractors could result in a decline in our revenue |
| We derive substantial revenue from contracts in which we act as a subcontractor or from teaming arrangements in which we and other contractors bid on particular contracts or programs |
| As a subcontractor or teammate, we often lack control over fulfillment of a contract, and poor performance on the contract could tarnish our reputation, even when we perform as required |
| We expect to continue to depend on relationships with other contractors for a portion of our revenue in the foreseeable future |
| Moreover, our revenue and operating results could differ materially and adversely from those anticipated if any prime contractor or teammate chose to offer directly to the client services of the type that we provide or if they team with other companies to provide those services |
| We may not receive the full amounts authorized under the contracts included in our backlog, which could reduce our revenue in future periods below the levels anticipated |
| Our backlog consists of funded backlog, which is based on amounts actually obligated by a client for payment of goods and services, and unfunded backlog, which is based upon management’s estimate of the future 13 ______________________________________________________________________ potential of our existing contracts and task orders, including options, to generate revenue |
| Our backlog may not result in actual revenue in any particular period, or at all, which could cause our actual results to differ materially and adversely from those anticipated |
| The maximum contract value specified under a government contract or task order awarded to us is not necessarily indicative of the revenues that we will realize under that contract |
| For example, we derive a substantial portion of our revenue from government contracts in which we are not the sole provider, meaning that the government could turn to other companies to fulfill the contract |
| We also derive revenues from ID/IQ contracts, which do not require the government to purchase a material amount of goods or services under the contract |
| Action by the government to obtain support from other contractors or failure of the government to order the quantity of work anticipated could cause our actual results to differ materially and adversely from those anticipated |
| Without additional Congressional appropriations, some of the contracts included in our backlog will remain unfunded, which could significantly harm our prospects |
| Although many of our federal government contracts require performance over a period of years, Congress often appropriates funds for these contracts for only one year at a time |
| As a result, our contracts typically are only partially funded at any point during their term, and all or some of the work intended to be performed under the contracts will remain unfunded pending subsequent Congressional appropriations and the obligation of additional funds to the contract by the procuring agency |
| Nevertheless, we estimate our share of the contract values, including values based on the assumed exercise of options relating to these contracts, in calculating the amount of our backlog |
| Because we may not receive the full amount we expect under a contract, our estimate of our backlog may be inaccurate and we may post results that differ materially and adversely from those anticipated |
| Employee misconduct, including security breaches, could result in the loss of clients and our suspension or disbarment from contracting with the federal government |
| We may be unable to prevent our employees from engaging in misconduct, fraud or other improper activities that could adversely affect our business and reputation |
| Misconduct could include the failure to comply with federal government procurement regulations, regulations regarding the protection of classified information and legislation regarding the pricing of labor and other costs in government contracts |
| Many of the systems we develop involve managing and protecting information involved in national security and other sensitive government functions |
| A security breach in one of these systems could prevent us from having access to such critically sensitive systems |
| Other examples of employee misconduct could include time card fraud and violations of the Anti-Kickback Act |
| The precautions we take to prevent and detect this activity may not be effective, and we could face unknown risks or losses |
| As a result of employee misconduct, we could face fines and penalties, loss of security clearance and suspension or debarment from contracting with the federal government, which could cause our actual results to differ materially and adversely from those anticipated |
| Our failure to attract and retain qualified employees, including our senior management team, could adversely affect our business |
| Our continued success depends to a substantial degree on our ability to recruit and retain the technically skilled personnel we need to serve our clients effectively |
| Our business involves the development of tailored solutions for our clients, a process that relies heavily upon the expertise and services of our employees |
| Accordingly, our employees are our most valuable resource |
| Competition for skilled personnel in the information technology services industry is intense, and technology service companies often experience high attrition among their skilled employees |
| There is a shortage of people capable of filling these positions and they are likely to remain a limited resource for the foreseeable future |
| Recruiting and training these personnel require substantial resources |
| Our failure to attract and retain technical personnel could increase our costs of performing our contractual obligations, reduce our ability to efficiently satisfy our clients’ needs, limit our ability to win new business and cause our actual results to differ materially and adversely from those anticipated |
| 14 ______________________________________________________________________ In addition to attracting and retaining qualified technical personnel, we believe that our success will depend on the continued employment of our senior management team and its ability to generate new business and execute projects successfully |
| Our senior management team is very important to our business because personal reputations and individual business relationships are a critical element of obtaining and maintaining client engagements in our industry, particularly with agencies performing classified operations |
| The loss of any of our senior executives could cause us to lose client relationships or new business opportunities, which could cause actual results to differ materially and adversely from those anticipated |
| Our markets are highly competitive, and many of the companies we compete against have substantially greater resources |
| The markets in which we operate include a large number of participants and are highly competitive |
| Many of our competitors may compete more effectively than we can because they are larger, better financed and better known companies than we are |
| In order to stay competitive in our industry, we must also keep pace with changing technologies and client preferences |
| If we are unable to differentiate our services from those of our competitors, our revenue may decline |
| In addition, our competitors have established relationships among themselves or with third parties to increase their ability to address client needs |
| As a result, new competitors or alliances among competitors may emerge and compete more effectively than we can |
| There is also a significant industry trend towards consolidation, which may result in the emergence of companies who are better able to compete against us |
| The results of these competitive pressures could cause our actual results to differ materially and adversely from those anticipated |
| Our quarterly revenue and operating results could be volatile |
| Our quarterly revenue and operating results may fluctuate significantly and unpredictably in the future |
| In particular, if the federal government does not adopt, or delays adoption of, a budget for each fiscal year beginning on October 1, or fails to pass a continuing resolution, federal agencies may be forced to suspend our contracts and delay the award of new and follow-on contracts and orders due to a lack of funding |
| Further, the rate at which the federal government procures technology may be negatively affected following changes in presidential administrations and senior government officials |
| Therefore, period-to-period comparisons of our operating results may not be a good indication of our future performance |
| Our quarterly operating results may not meet the expectations of securities analysts or investors, which in turn may have an adverse effect on the market price of our common stock |
| Our quarterly operating results may also fluctuate due to impairment of goodwill charges required by recent changes in accounting standards |
| We may lose money or generate less than anticipated profits if we do not accurately estimate the cost of an engagement which is conducted on a fixed-price basis |
| We perform a portion of our engagements on a fixed-price basis |
| Fixed-price contracts require us to price our contracts by predicting our expenditures in advance |
| In addition, some of our engagements obligate us to provide ongoing maintenance and other supporting or ancillary services on a fixed-price basis or with limitations on our ability to increase prices |
| Many of our engagements are also on a time-and-material basis |
| While these types of contracts are generally subject to less uncertainty than fixed-price contracts, to the extent that our actual labor costs are higher than the contract rates, our actual results could differ materially and adversely from those anticipated |
| When making proposals for engagements on a fixed-price basis, we rely on our estimates of costs and timing for completing the projects |
| These estimates reflect our best judgment regarding our capability to complete the task efficiently |
| Any increased or unexpected costs or unanticipated delays in connection with the 15 ______________________________________________________________________ performance of fixed-price contracts, including delays caused by factors outside our control, could make these contracts less profitable or unprofitable |
| From time to time, unexpected costs and unanticipated delays have caused us to incur losses on fixed-price contracts, primarily in connection with state government clients |
| On rare occasions, these losses have been significant |
| In the event that we encounter such problems in the future, our actual results could differ materially and adversely from those anticipated |
| Our earnings and margins may vary based on the mix of our contracts and programs |
| At June 30, 2006, our backlog included both cost reimbursement and fixed-price contracts |
| Cost reimbursement contracts generally have lower profit margins than fixed-price contracts |
| Our earnings and margins may vary materially and adversely depending on the types of long-term government contracts undertaken, the costs incurred in their performance, the achievement of other performance objectives and the stage of performance at which the right to receive fees, particularly under incentive and award fee contracts, is finally determined |
| Systems failures may disrupt our business and have an adverse effect on our results of operations |
| Any systems failures, including network, software or hardware failures, whether caused by us, a third party service provider, unauthorized intruders and hackers, computer viruses, natural disasters, power shortages or terrorist attacks, could cause loss of data, interruptions or delays in our business or that of our clients |
| In addition, the failure or disruption of our mail, communications or utilities could cause us to interrupt or suspend our operations or otherwise harm our business |
| Our property and business interruption insurance may be inadequate to compensate us for all losses that may occur as a result of any system or operational failure or disruption and, as a result, our actual results could differ materially and adversely from those anticipated |
| The systems and networks that we maintain for our clients, although highly redundant in their design, could also fail |
| If a system or network we maintain were to fail or experience service interruptions, we might experience loss of revenue or face claims for damages or contract termination |
| Our errors and omissions liability insurance may be inadequate to compensate us for all the damages that we might incur and, as a result, our actual results could differ materially and adversely from those anticipated |
| We may have difficulty identifying and executing acquisitions on favorable terms and therefore may grow at slower than anticipated rates |
| One of our key growth strategies has been to selectively pursue acquisitions |
| Through acquisitions, we have expanded our base of federal government clients, increased the range of solutions we offer to our clients and deepened our penetration of existing clients |
| We may encounter difficulty identifying and executing suitable acquisitions |
| Without acquisitions, we may not grow as rapidly as the market expects, which could cause our actual results to differ materially and adversely from those anticipated |
| We may encounter other risks in executing our acquisition strategy, including: • increased competition for acquisitions may increase the costs of our acquisitions; • our failure to discover material liabilities during the due diligence process, including the failure of prior owners of any acquired businesses or their employees to comply with applicable laws or regulations, such as the Federal Acquisition Regulation and health, safety and environmental laws, or their failure to fulfill their contractual obligations to the federal government or other customers; and, • acquisition financing may not be available on reasonable terms or at all |
| Each of these types of risks could cause our actual results to differ materially and adversely from those anticipated |
| 16 ______________________________________________________________________ We may have difficulty integrating the operations of any companies we acquire, which could cause actual results to differ materially and adversely from those anticipated |
| The success of our acquisition strategy will depend upon our ability to continue to successfully integrate any businesses we may acquire in the future |
| The integration of these businesses into our operations may result in unforeseen operating difficulties, absorb significant management attention and require significant financial resources that would otherwise be available for the ongoing development of our business |
| These integration difficulties include the integration of personnel with disparate business backgrounds, the transition to new information systems, coordination of geographically dispersed organizations, loss of key employees of acquired companies, and reconciliation of different corporate cultures |
| For these or other reasons, we may be unable to retain key clients of acquired companies |
| Moreover, any acquired business may fail to generate the revenue or net income we expected or produce the efficiencies or cost-savings that we anticipated |
| Any of these outcomes could cause our actual results to differ materially and adversely from those anticipated |
| If our subcontractors fail to perform their contractual obligations, our performance as a prime contractor and our ability to obtain future business could be materially and adversely impacted and our actual results could differ materially and adversely from those anticipated |
| Our performance of government contracts may involve the issuance of subcontracts to other companies upon which we rely to perform all or a portion of the work we are obligated to deliver to our clients |
| A failure by one or more of our subcontractors to satisfactorily deliver on a timely basis the agreed-upon supplies and/or perform the agreed-upon services may materially and adversely impact our ability to perform our obligations as a prime contractor |
| A subcontractor’s performance deficiency could result in the government terminating our contract for default |
| A default termination could expose us to liability for excess costs of reprocurement by the government and have a material adverse effect on our ability to compete for future contracts and task orders |
| Depending upon the level of problem experienced, such problems with subcontractors could cause our actual results to differ materially and adversely from those anticipated |
| Our business may be adversely affected if we cannot collect our receivables |
| We depend on the collection of our receivables to generate cash flow, provide working capital, pay debt and continue our business operations |
| If the federal government, any of our other clients or any prime contractor for whom we are a subcontractor fails to pay or delays the payment of their outstanding invoices for any reason, our business and financial condition may be materially and adversely affected |
| The government may fail to pay outstanding invoices for a number of reasons, including lack of appropriated funds or lack of an approved budget |
| Some prime contractors for whom we are a subcontractor have significantly less financial resources than we do, which may increase the risk that we may not be paid in full or payment may be delayed |
| If we experience difficulties collecting receivables it could cause our actual results to differ materially and adversely from those anticipated |
| The Company has substantial investments in recorded goodwill as a result of prior acquisitions, and changes in future business conditions could cause these investments to become impaired, requiring substantial write-downs that would reduce the Company’s operating income |
| Goodwill accounts for approximately dlra722 million of the Company’s recorded total assets |
| The Company evaluates the recoverability of recorded goodwill amounts annually, or when evidence of potential impairment exists |
| The annual impairment test is based on several factors requiring judgment |
| Principally, a decrease in expected reporting unit cash flows or changes in market conditions may indicate potential impairment of recorded goodwill |
| 17 ______________________________________________________________________ Our global networks and other business commitments require our employees to travel to potentially dangerous places, which may result in injury or other negative impact to key employees |
| Our domestic business involves the maintenance of global networks and provision of other services that require us to dispatch employees to various countries around the world |
| These countries may be experiencing political upheaval or unrest, and in some cases war or terrorism |
| Certain senior level employees or executives are, on occasion, part of the teams deployed to provide services in these countries |
| As a result, it is possible that certain of our employees or executives will suffer injury or bodily harm, or be killed or kidnapped in the course of these deployments |
| It is also possible that we will encounter unexpected costs in connection with the repatriation of our employees or executives for reasons beyond our control |
| These problems could cause our actual results to differ materially and adversely from those anticipated |
| Our failure to adequately protect our confidential information and proprietary rights may harm our competitive position |
| Our success depends, in part, upon our ability to protect our proprietary information and other intellectual property |
| Although our employees are subject to confidentiality obligations, this protection may be inadequate to deter misappropriation of our confidential information |
| In addition, we may be unable to detect unauthorized use of our intellectual property in order to take appropriate steps to enforce our rights |
| If we are unable to prevent third parties from infringing or misappropriating our copyrights, trademarks or other proprietary information, our competitive position could be harmed and our actual results could differ materially and adversely from those anticipated |
| We face additional risks which could harm our business because we have international operations |
| Our international operations consist of our UK-based business which conducts the majority of its business in the United Kingdom |
| Our UK-based operations are subject to risks associated with operating in a foreign country |
| These risks include fluctuations in the value of the British pound, longer payment cycles, changes in foreign tax laws and regulations and unexpected legislative, regulatory, economic or political changes |
| Our UK-based operations are also subject to risks associated with operating a commercial, as opposed to a government contracting, business, including the effects of general economic conditions in the UK’s telecommunications, computer software and computer services sectors, and the impact of more concentrated and intense competition for the reduced volume of work available in those sectors |
| Our revenue from this business grew during FY2006 over revenue from such business in FY2005 primarily as a result of two acquisitions |
| While we are marketing our services to clients in industries that are new to us, our efforts in that regard may be unsuccessful |
| Other factors that may adversely affect our international operations are difficulties relating to managing our business internationally and multiple tax structures |
| Any of these factors could cause our actual results to differ materially and adversely from those anticipated |
| Our 2004 Credit Facility imposes restrictions on our ability to take certain actions which may have an impact on our business, operating results and financial condition |
| Our Credit Facility imposes various operating and financial restrictions on us and requires us to meet certain financial tests |
| These restrictions may significantly limit or prohibit us from engaging in certain transactions, including: • incurring or guaranteeing additional debt; • paying dividends or other distributions to our stockholders or redeeming, repurchasing or retiring our common stock: 18 ______________________________________________________________________ • making investments, loans and advances; • making capital expenditures above specified levels; • creating liens on our assets; • issuing or selling equity in our subsidiaries; • transforming or selling assets currently held by us; • modifying certain agreements, including those related to indebtedness; and, • engaging in mergers, consolidations or acquisitions |
| The failure to comply with any of these covenants would cause a default under our 2004 Credit Facility |
| A default, if not waived, could cause our debt to become immediately due and payable |
| In such a situation, we may not be able to repay our debt or borrow sufficient funds to refinance it, and, even if new financing is available, it may not contain terms that are acceptable to us |