CACI(CACI) - 2025 Q4 - Annual Report

PART I Business CACI provides specialized expertise and technology to U.S. government agencies, with 97% domestic revenue and growth from acquisitions - CACI provides expertise and technology to national security customers in intelligence, defense, and federal civilian sectors[22] Revenue by Operation Segment (FY2023-2025) | Segment | FY2025 Revenue % | FY2024 Revenue % | FY2023 Revenue % | | :--- | :--- | :--- | :--- | | Domestic Operations | 97.0% | 97.0% | 97.2% | | International Operations | 3.0% | 3.0% | 2.8% | - Top ten contracts generated $4.0 billion, representing 46.4% of fiscal 2025 revenues[39] - CACI employed approximately 25,000 full and part-time employees as of June 30, 2025[42] - Seven acquisitions completed over the past three fiscal years expanded offerings and customer presence[40][50] Risk Factors CACI faces material risks from heavy reliance on U.S. federal government contracts, competitive pressures, and debt management - Federal government contracts accounted for 95.7% of fiscal 2025 revenue, with Department of Defense contracts comprising 75.4%[59] - Government contract procurement processes, including bid protests, pose risks of project delays and increased expenses[60] - Fixed-price contracts, representing 26.3% of FY2025 revenue, carry cost overrun and potential loss risks[90] - Goodwill from prior acquisitions totaled $5.0 billion as of June 30, 2025, subject to impairment risk[96] - Debt instruments, including the Credit Facility and Term Loan B, impose operating and financial restrictions, with non-compliance risking default[97][98] Unresolved Staff Comments The company reports no unresolved staff comments from the SEC - None[114] Cybersecurity CACI's cybersecurity program, managed by the CISO and overseen by the Audit and Risk Committee, aligns with NIST standards - The cybersecurity program is managed by the CISO and integrated into the company's overall risk management framework[116] - The program aligns with NIST standards and complies with U.S. government cybersecurity regulations[117] - The Audit and Risk Committee of the Board of Directors oversees cybersecurity risks and incidents[119] - No cybersecurity threats have materially affected business operations or financial condition as of the report date[120] Properties CACI leases 3.7 million square feet across 136 U.S. locations and 0.1 million square feet internationally - The company leases approximately 3.7 million square feet in 136 U.S. locations and 0.1 million square feet internationally[121] Legal Proceedings CACI is appealing a $42 million jury award in the Al Shimari case, with the Abbass case stayed pending its outcome - In the Al Shimari case, a jury awarded $3 million in compensatory and $11 million in punitive damages per plaintiff, with CACI appealing the decision[136][137] - The Abbass v. CACI case, with similar allegations, is stayed pending the Al Shimari appeal outcome[138][139][143] - CACI is vigorously defending these legal proceedings, believing the lawsuits are without merit[140] Mine Safety Disclosures This item is not applicable to the company - Not Applicable[144] PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities CACI common stock trades on NYSE, has never paid dividends, and repurchased 11,558 shares in Q4 FY2025 - The company retains earnings for business expansion and has never paid a cash dividend[148] Share Repurchases (Quarter Ended June 30, 2025) | Period | Total Shares Purchased | Average Price Paid Per Share | Shares Remaining for Purchase | | :--- | :--- | :--- | :--- | | April 2025 | 11,558 | $394.95 | 494,741 | | May 2025 | — | — | 494,741 | | June 2025 | — | — | 494,741 | - CACI's five-year cumulative total return was 119.8%, outperforming the Russell 1000 Index at 112.8%[151] Management's Discussion and Analysis of Financial Condition & Results of Operations FY2025 revenue grew 12.6% to $8.63 billion, with net income up 19.0%, supported by strong backlog Fiscal 2025 vs. 2024 Results of Operations (in thousands) | Metric | FY 2025 | FY 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenues | $8,627,824 | $7,659,832 | $967,992 | 12.6% | | Income from operations | $764,185 | $649,708 | $114,477 | 17.6% | | Net income | $499,830 | $419,924 | $79,906 | 19.0% | - Revenue increase primarily driven by 7.2% organic growth from new contract awards and existing programs[164] - Effective income tax rate decreased from 22.9% to 17.4% in FY2025 due to a federal income tax audit resolution[169] - Total contract backlog was $31.4 billion as of June 30, 2025, with funded backlog at $4.2 billion[170] Cash Flow Summary (in thousands) | Cash Flow Activity | FY 2025 | FY 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $547,009 | $497,331 | | Net cash used in investing activities | $(1,758,943) | $(151,952) | | Net cash provided by (used in) financing activities | $1,177,881 | $(326,895) | Quantitative and Qualitative Disclosure About Market Risk CACI manages market risk from variable-rate debt interest changes and foreign currency fluctuations - Interest rate risk is managed through floating-to-fixed interest rate swap agreements totaling $1.0 billion notional amount[199] - A one percent interest rate fluctuation would change annual interest expense on variable-rate debt by approximately $15.7 million[199] - International operations, 3.0% of FY2025 revenues, expose the company to foreign currency risk, mitigated by local currency contracts[200] Financial Statements and Supplementary Data This section presents CACI's audited consolidated financial statements for FY2025, including balance sheets and cash flow Consolidated Balance Sheets Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Assets | | | | Total current assets | $1,779,945 | $1,374,529 | | Goodwill | $5,021,805 | $4,154,844 | | Total assets | $8,647,598 | $6,796,101 | | Liabilities & Equity | | | | Total current liabilities | $1,208,106 | $1,078,260 | | Long-term debt, net | $2,849,190 | $1,481,387 | | Total liabilities | $4,753,653 | $3,277,894 | | Total shareholders' equity | $3,893,945 | $3,518,207 | Consolidated Statements of Operations Consolidated Statement of Operations Highlights (in thousands, except per share data) | Metric | FY 2025 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | | Revenues | $8,627,824 | $7,659,832 | $6,702,546 | | Income from operations | $764,185 | $649,708 | $567,500 | | Net income | $499,830 | $419,924 | $384,735 | | Diluted earnings per share | $22.32 | $18.60 | $16.43 | Consolidated Statements of Cash Flows Consolidated Statement of Cash Flows Highlights (in thousands) | Cash Flow Activity | FY 2025 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $547,009 | $497,331 | $388,056 | | Net cash used in investing activities | $(1,758,943) | $(151,952) | $(75,717) | | Net cash provided by (used in) financing activities | $1,177,881 | $(326,895) | $(316,108) | | Net change in cash and cash equivalents | $(27,780) | $18,185 | $972 | | Cash and cash equivalents, end of year | $106,181 | $133,961 | $115,776 | Notes to the Consolidated Financial Statements - Note 4 - Acquisitions: CACI completed three acquisitions in FY2025, including Applied Insight for $314.2 million and Azure Summit Technology for $1.31 billion[271][272][276] - Note 5 - Revenues: Remaining performance obligations totaled $12.1 billion as of June 30, 2025, with 44% expected in 12 months[286] - Note 8 - Goodwill and Intangible Assets: Goodwill increased from $4.15 billion to $5.02 billion in FY2025, primarily due to acquisitions[292][293] - Note 12 - Debt: Total long-term debt principal outstanding was $2.94 billion as of June 30, 2025, up from $1.55 billion[302] - Note 16 - Income Taxes: Effective tax rate for FY2025 was 17.4%, down from 22.9% in FY2024 due to a tax audit resolution[335] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes or disagreements with its accountants on accounting or financial disclosure - None[353] Controls and Procedures Management concluded disclosure controls and internal control over financial reporting were effective as of June 30, 2025 - Management concluded disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025[356] - Management concluded internal control over financial reporting was effective as of June 30, 2025, based on the COSO framework[359] Other Information No directors or officers adopted or terminated Rule 10b5-1 trading arrangements in Q4 FY2025 - No directors or officers adopted or terminated Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025[361] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Not Applicable[362] PART III Directors, Executive Officers and Corporate Governance Information on directors, executive officers, and corporate governance is incorporated from the 2025 Proxy Statement - Required information is incorporated by reference from the 2025 Annual Meeting of Stockholders Proxy Statement[365] - The company adopted a code of ethics, "Standards of Ethics and Business Conduct," applicable to principal officers[366] Executive Compensation Executive compensation information is incorporated by reference from the 2025 Proxy Statement - Required information is incorporated by reference from the 2025 Annual Meeting of Shareholders Proxy Statement[369] Security Ownership of Certain Beneficial Owners and Management Security ownership information is incorporated by reference from the 2025 Proxy Statement - Required information is incorporated by reference from the 2025 Annual Meeting of Shareholders Proxy Statement[370] Certain Relationships and Related Transactions Information on certain relationships and related transactions is incorporated from the 2025 Proxy Statement - Required information is incorporated by reference from the 2025 Annual Meeting of Shareholders Proxy Statement[371] Principal Accountant Fees and Services Principal accountant fees and services information is incorporated from the 2025 Proxy Statement - Required information is incorporated by reference from the 2025 Annual Meeting of Shareholders Proxy Statement[372] PART IV Exhibits and Financial Statement Schedules This section lists financial statements, schedules, and exhibits filed with the Form 10-K - This section lists all financial statements and exhibits filed with the Annual Report, with schedules omitted as not applicable[376] Form 10-K Summary The company has not provided a summary for its Form 10-K - None[379]