caci-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 10-Q

_________________________________

(Mark One)


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

For the quarterly period ended March 31, 2025


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

For the transition period from to

Commission File Number 001-31400

__________________________________

CACI International Inc

(Exact name of registrant as specified in its charter)

____________________________________


Delaware						54-1345888
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

12021 Sunset Hills Road, Reston, VA 20190

(Address of principal executive offices)

(703) 841-7800

(Registrant’s telephone number, including area code)

__________________________________________________

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


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

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

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

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

As of April 13, 2025, there were 21,990,052 shares outstanding of CACI International Inc’s common stock, par value $0.10 per share.

CACI INTERNATIONAL INC


		PAGE
PART I:	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Operations	3

	Condensed Consolidated Statements of Comprehensive Income	4

	Condensed Consolidated Balance Sheets	5

	Condensed Consolidated Statements of Cash Flows	6

	Condensed Consolidated Statements of Shareholders’ Equity	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	22

PART II:	OTHER INFORMATION	23

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	26

	Signatures	27

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Revenues	$	2,166,982	$	1,937,456	$	6,323,680	$	5,621,537
Costs of revenues:
Direct costs	1,434,735		1,290,903		4,251,384		3,819,072
Indirect costs and selling expenses	480,917		430,134		1,375,524		1,244,122
Depreciation and amortization	54,961		35,115		139,264		106,385
Total costs of revenues	1,970,613		1,756,152		5,766,172		5,169,579
Income from operations	196,369		181,304		557,508		451,958
Interest expense and other, net	45,117		27,668		113,153		80,758
Income before income taxes	151,252		153,636		444,355		371,200
Income taxes	39,392		38,286		102,380		85,933
Net income	$	111,860	$	115,350	$	341,975	$	285,267
Basic earnings per share	$	5.02	$	5.17	$	15.31	$	12.73
Diluted earnings per share	$	5.00	$	5.13	$	15.21	$	12.63
Weighted-average basic shares outstanding	22,279		22,292		22,332		22,407
Weighted-average diluted shares outstanding	22,383		22,478		22,485		22,593

See Notes to Unaudited Condensed Consolidated Financial Statements

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


	Three Months Ended March 31,				Nine Months Ended March 31,
	2025		2024		2025		2024
Net income	$	111,860	$	115,350	$	341,975	$	285,267
Other comprehensive income (loss):
Foreign currency translation adjustment	9,671		(3,500)		4,235		(1,255)
Change in fair value of interest rate swap agreements, net of tax	(5,889)		7,373		(15,103)		(6,417)
Total other comprehensive income (loss), net of tax	3,782		3,873		(10,868)		(7,672)
Comprehensive income	$	115,642	$	119,223	$	331,107	$	277,595

See Notes to Unaudited Condensed Consolidated Financial Statements

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)


	March 31, 2025		June 30, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	223,897	$	133,961
Accounts receivable, net	1,232,291		1,031,311
Prepaid expenses and other current assets	242,862		209,257
Total current assets	1,699,050		1,374,529
Goodwill	4,941,564		4,154,844
Intangible assets, net	1,117,231		474,354
Property, plant and equipment, net	204,879		195,443
Operating lease right-of-use assets	337,036		305,637
Supplemental retirement savings plan assets	99,906		99,339
Accounts receivable, long-term	14,722		13,311
Other long-term assets	165,690		178,644
Total assets	$	8,580,078	$	6,796,101
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	68,750	$	61,250
Accounts payable	305,108		287,142
Accrued compensation and benefits	287,121		316,514
Other accrued expenses and current liabilities	415,727		413,354
Total current liabilities	1,076,706		1,078,260
Long-term debt, net of current portion	3,043,406		1,481,387
Supplemental retirement savings plan obligations, net of current portion	112,591		111,208
Deferred income taxes	159,679		169,808
Operating lease liabilities, noncurrent	371,929		325,046
Other long-term liabilities	111,321		112,185
Total liabilities	$	4,875,632	$	3,277,894
COMMITMENTS AND CONTINGENCIES (NOTE 9)
Shareholders’ equity:
Preferred stock $0.10 par value, 10,000 shares authorized, no shares issued or outstanding	$	—	$	—
Common stock $0.10 par value, 80,000 shares authorized; 43,165 shares issued and 21,990 outstanding at March 31, 2025 and 43,042 shares issued and 22,301 outstanding at June 30, 2024	4,316		4,304
Additional paid-in capital	637,207		631,191
Retained earnings	4,702,515		4,360,540
Accumulated other comprehensive loss	(23,390)		(12,522)
Treasury stock, at cost (21,175 and 20,740 shares, respectively)	(1,616,202)		(1,465,306)


Total shareholders’ equity	3,704,446		3,518,207
Total liabilities and shareholders’ equity	$	8,580,078	$	6,796,101

See Notes to Unaudited Condensed Consolidated Financial Statements

CACI INTERNATIONAL INC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Nine Months Ended March 31,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	341,975	$	285,267
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	139,264		106,385
Amortization of deferred financing costs	2,134		1,644


Stock-based compensation expense	44,108		35,016
Deferred income taxes	(7,813)		(36,231)
Changes in operating assets and liabilities, net of effect of business acquisitions:
Accounts receivable, net	(90,185)		(109,617)
Prepaid expenses and other assets	359		(24,254)
Accounts payable and other accrued expenses	(3,759)		179,922
Accrued compensation and benefits	(44,238)		(117,580)
Income taxes payable and receivable	6,685		2,483

Operating lease liabilities and assets, net	389		(4,346)
Long-term liabilities	2,108		21,434
Net cash provided by operating activities	391,027		340,123
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(37,640)		(41,091)
Acquisitions of businesses, net of cash acquired	(1,642,075)		(81,577)
Other	2,410		1,974
Net cash used in investing activities	(1,677,305)		(120,694)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings under bank credit facilities	5,833,500		2,421,000
Principal payments made under bank credit facilities	(4,257,835)		(2,426,625)
Payment of financing costs under bank credit facilities	(9,803)		—
Proceeds from employee stock purchase plans	9,668		8,374
Repurchases of common stock	(163,998)		(158,426)
Payment of taxes for equity transactions	(37,058)		(19,945)
Net cash provided by (used in) financing activities	1,374,474		(175,622)
Effect of exchange rate changes on cash and cash equivalents	1,740

SEC Form 10-Q filed by CACI International Inc.