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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended March 31, 2004

Commission File Number 0-8401

CACI International Inc

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

54-1345888

(I.R.S. Employer Identification No.)

1100 North Glebe Road, Arlington, VA 22201

(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:

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

CACI International Inc Common Stock, $0.10 par value

(Title of each class)

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 ¨.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of March 31, 2004: CACI International Inc Common Stock, $0.10 par value, 29,136,432 shares.

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CACI INTERNATIONAL INC AND SUBSIDIARIES

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PART 1

FINANCIAL INFORMATION

CACI INTERNATIONAL INC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(amounts in thousands, except per share data)

See notes to condensed consolidated financial statements (unaudited)

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CACI INTERNATIONAL INC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(amounts in thousands, except per share data)

See notes to condensed consolidated financial statements (unaudited)

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CACI INTERNATIONAL INC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except per share data)

See notes to condensed consolidated financial statements (unaudited)

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CACI INTERNATIONAL INC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(amounts in thousands)

See notes to condensed consolidated financial statements (unaudited).

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CACI INTERNATIONAL INC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(amounts in thousands)

See notes to condensed consolidated financial statements (unaudited)

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CACI INTERNATIONAL INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in the annual financial statements, prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all necessary adjustments and reclassifications (all of which are of a normal, recurring nature) that are necessary for fair presentation for the periods presented. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the audited condensed consolidated financial statements and the notes thereto included in the Company’s latest annual report to the Securities and Exchange Commission on Form 10-K for the year ended June 30, 2003.

Certain reclassifications have been made to the prior period’s financial statements to conform to the current presentation.

The Company considers all investments with a maturity of three months or less to be cash equivalents. The Company classifies investments with a maturity of more than three months but less than twelve months as short-term marketable securities. To date, marketable securities have been classified as available-for-sale and have been carried at fair value with any unrealized gains and losses reported as a separate component of comprehensive income. The fair value of marketable securities was determined based on quoted market prices for those instruments at the reporting date. The cost of securities sold is based on specific identification. Premiums and discounts are amortized over the period from acquisition to maturity and are included in investment income, along with interest and dividends. As of March 31, 2004, there are unrealized gains of approximately $33,000. The Company’s cash and equivalents and short-term marketable securities at March 31, 2004, and June 30, 2003, consisted of the following (cost approximated fair value):

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Total accounts receivable are net of allowances for doubtful accounts of approximately $3,592,000 and $3,390,000 at March 31, 2004 and June 30, 2003, respectively. Accounts receivable are classified as follows:

The gross carrying amounts and accumulated amortization of the Company’s intangible assets as of March 31, 2004 and June 30, 2003, were as follows:

Intangible assets are being amortized over periods ranging from 12 to 120 months. Amortization expense for the nine months ended March 31, 2004 and fiscal year ended June 30, 2003 was approximately $4.7 million and $2.8 million, respectively. Future amortization expense related to intangible assets is expected to be as follows:

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The Company is involved in various lawsuits, claims, and administrative proceedings arising in the normal course of business. Management is of the opinion that any liability or loss associated with such matters will not have a material adverse effect on the Company’s operations and liquidity.

The Company has entered into a subcontract agreement with a vendor to purchase a number of directional finding units to be ordered in connection with the performance of one of the Company’s contracts over a four year period ending in fiscal year 2006. The subject subcontract provides for unit price decreases as the number of units purchased under the subcontract increases. Based on the present status of contract performance, management believes that the Company will purchase a sufficient number of units over the subcontract term to allow it to realize the lowest unit cost available. Based upon that expectation, unit costs incurred to date have been recognized in “Other Direct Costs” at such lowest unit cost. Based on the number of units ordered to date and assuming that no other units are ordered under the subcontract, the Company’s maximum unit price exposure (the difference between the unit price that would be applicable to the number of units actually purchased as compared to the discount price at which the Company has recognized the purchases to date) is estimated to be approximately $1,720,000, which has not been recorded in the Company’s financial statements as of March 31, 2004.

The Company is currently under examination by the State of Indiana. The examination is for the period beginning June 30, 1991 and ending June 30, 2000 and focuses on whether the Company established a taxable presence in Indiana during the examination period. Management of the Company believes that it has not established a taxable presence and will contest the State’s conclusion vigorously. While the outcome of the examination is uncertain, the Company estimates the range of exposure to be between $0 and $1.5 million. The Company does not believe the outcome will have a material adverse effect on its financial statements.

On April 26, 2004, the Company received information indicating that one of its employees was identified in a report authored by U.S. Army Major General Antonio M. Taguba as being connected to allegations of abuse of Iraqi detainees at the Abu Ghraib prison facility. To date, the Company has received no request from its U.S. Army client to transfer, discipline or remove any present or former employee for any reason related to such allegations, nor has the Company received word from knowledgeable sources that any of its present or former employees will be charged with wrongdoing in connection with the Abu Ghraib allegations. Nonetheless, because of its strong commitment to ethical business practices under any and all circumstances, the Company has initiated an independent investigation into the allegations. Moreover, the Company will continue to cooperate with any and all government investigations in connection with the allegations. The Company does not condone, tolerate or endorse any illegal or inappropriate behavior on the part of any employee in any circumstances, at any time, anywhere. If and when the Company receives verifiable information indicating any inappropriate or illegal behavior on the part of any employee, the Company will take swift and appropriate action to redress the matter.

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The Company currently accounts for employee stock-based compensation transactions using the intrinsic value method in accordance with Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, as amended by Financial Accounting Standards Board Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation. No compensation cost was recognized in connection with these transactions in the three and nine months ended March 31, 2004 and 2003. If the Company’s employee stock-based compensation transactions had been accounted for based on their fair value, as determined under Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation, the pro forma earnings would have been as follows:

The weighted average fair value of options granted during the nine months ended March 31, 2004 and 2003 was $11.89 and $20.33, respectively. The fair value of each option granted is estimated on the grant date using the Black-Scholes option pricing model. These pro forma results may not be indicative of future results for the full fiscal year due to the potential grants vesting and other factors. The following significant assumptions were made in estimating fair value:

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The Company adopted the 2002 Employee Stock Purchase Plan (“ESPP”), Management Stock Purchase Plan (“MSPP”), and Director Stock Purchase Plan (“DSPP”) at its annual shareholder meeting on November 21, 2002 and implemented these plans beginning July 1, 2003 (the start of the Company’s fiscal year 2004). There are 500,000, 300,000, and 75,000 shares authorized for grants under the ESPP, MSPP and DSPP, respectively. The aforementioned plans provide employees, management, and directors with an opportunity to acquire or increase an ownership interest in the Company through the purchase of shares of the Company’s common stock at a discounted rate (except for the DSPP which offers no discount), subject to certain terms and conditions.

The ESPP is implemented through one offering during each quarter of each fiscal year, beginning effective July 1, 2003. The ESPP allows the Company’s full-time employees to purchase shares of common stock at 85% of the fair market value of a share of common stock on the first day or the last day of the offering period, whichever is lower. The maximum number of shares that an eligible employee may purchase during any offering period is equal to two times an amount determined as follows: 20% of such employee’s compensation over the offering period divided by 85% of the fair market value of a share of common stock on the first day of the offering period. As the ESPP is a qualified plan under Section 423 of the Internal Revenue Code and the Company follows APB Opinion No. 25, no compensation expense has been recorded in connection with the ESPP. The Company follows the disclosure provisions of SFAS No. 123 in accounting for the ESPP. As of March 31, 2004, participants have purchased approximately 41,000 shares under the ESPP.

The MSPP provides senior executives with stock holding requirements a mechanism to acquire Restricted Stock Units (“RSUs”) in lieu of up to 30% of their annual bonus. The RSUs are awarded under the MSPP at 85% of the market price of the Company’s common stock on the date of the award and vest three years from the date of the award, upon a change of control of the Company or the participant’s death or permanent disability. Vested RSUs will be settled in shares of common stock. The Company accounts for MSPP transactions in accordance with APB Opinion No. 25. As of March 31, 2004, there have been approximately 29,000 RSUs issued under the MSPP.

The DSPP provides an opportunity for Non-Employee Directors to acquire an equity interest in the Company. The DSPP allows directors to elect to receive RSUs, which vest three years from the date of the award, upon a change of control of the Company, or the participant’s death or permanent disability, at the market price of the Company’s common stock on the date of the award in lieu of up to 50% of their annual retainer fees. Vested RSUs will be settled in shares of common stock. As of March 31 2004, there have been approximately 1,600 RSUs issued under the DSPP.

All Stock Purchase Plans are administered by the Compensation Committee of the Board of Directors.

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SFAS No. 128, Earnings Per Share requires dual presentation of basic and diluted earnings per share on the face of the income statement. Basic earnings per share excludes dilution and is computed by dividing income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted earnings per share includes the incremental effect of stock options calculated using the treasury stock method. The chart below shows the calculation of basic and diluted earnings per share for the three and nine month periods ended March 31, 2004 and 2003, respectively:

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On March 1, 2004, the Company acquired all of the outstanding shares of CMS Information Services, Inc. (“CMS”). CMS headquartered in Vienna, Virginia, is an information technology consulting firm that serves government agencies, primarily in the national defense sector. CMS specializes in enterprise network solutions, enterprise financial management systems and software engineering and integration. The total purchase price paid was $27.4 million. Approximately $13.9 million of the purchase price has been allocated to goodwill based primarily on the excess of the purchase price over the $6.9 million estimated fair value of the net assets acquired and the $6.6 million value assigned to identifiable intangible assets. The Company is amortizing substantially all such assets over a period of five years. CMS contributed revenue of $3.2 million for the period from March 1, 2004 to March 31, 2004.

On January 16, 2004, the Company purchased all of the outstanding stock of MTL Systems, Inc. (“MTL”). MTL, headquartered in Dayton, Ohio, provides engineering and integration services such as imagery technology, algorithm development and modeling and simulation for the Department of the Defense. The total purchase price was approximately $4.1 million. Approximately $1.7 million of the purchase price has been allocated to goodwill based on the excess of the purchase price over the $1.7 million estimated fair value of the net assets acquired and the $0.7 million value assigned to the identifiable intangible assets. The Company is amortizing these assets over a period of five years. MTL contributed revenue of $1.0 million from January 16, 2004 to March 31, 2004.

On October 16, 2003, the Company acquired all of the outstanding stock of C-CUBED Corporation (“C-CUBED”). C-CUBED provides specialized services in support of C4ISR (Command, Control, Communications, Computers, Intelligence, Surveillance, and Reconnaissance) initiatives to clients in the Department of Defense, federal, civilian, and intelligence communities. The total purchase price was $35.3 million, of which $33.3 million has been paid. The balance of $2.0 million is payable in the form of contingent consideration to the former shareholders of C-CUBED, regardless of their employment status with the Company, based on the achievement of level of effort goals on an existing contract for 18 months after the acquisition. The Company has placed this amount in escrow and recorded it as an Other Asset in the Consolidated Balance Sheet, and will record additional goodwill if the contingent consideration is earned. Approximately $18.8 million of the purchase price has been allocated to goodwill based primarily on the excess of the purchase price over the $8.1 million estimated fair value of the net assets acquired and the $6.4 million value assigned to identifiable intangible assets. The Company is amortizing substantially all such intangible assets over a period of two to five years. C-CUBED contributed revenue of $22.7 million for the period from October 16, 2003 to March 31, 2004.

The following unaudited proforma combined condensed statements of operations set forth the consolidated results of operations for the three and nine months ended March 31, 2004 and 2003 as if the above described acquisitions had occurred at the beginning of each period presented. The unaudited proforma information does not purport to be indicative of the results that actually would have occurred if the combinations had been in effect for the three and nine month periods ended March 31, 2004 and 2003.

The Company entered into a Letter of Intent (LOI) on March 1, 2004 to acquire all of the outstanding stock of an information technology services company that provides work primarily for various Federal Civilian Agencies. The purchase price is expected to be approximately $30 million. The closing of the acquisition is contingent upon completion of due diligence satisfactory to the Company and is expected to close in the first quarter of FY2005. The Company will fund the acquisition with proceeds under its new credit facility as described in Note L to the consolidated financial statements.

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The Company reports operating results and financial data in two segments: domestic operations and international operations. Domestic operations provide information technology and communications solutions through all four of the Company’s major service offerings: systems integration, managed network services, knowledge management and engineering services. Its customers are primarily U.S. federal agencies, however, it does serve a number of agencies of foreign governments and customers in the commercial and state and local sectors and places employees in locations around the world in support of these clients. International operations offer services to both commercial and government customers primarily through the Company’s systems integration line of business. The Company evaluates the performance of its operating segments based on income before income taxes. Summarized financial information concerning the Company’s reportable segments is shown in the following tables.

In November 2002, the Emerging Issues Task Force (“EITF”) issued a final consensus on Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables (“Issue 00-21”). Issue 00-21 provides guidance on how and when to recognize revenues from arrangements requiring delivery of more that one product or service. It also addresses how arrangement consideration should be measured and allocated to the separate units of accounting in an arrangement. To the extent that a deliverable is part of an arrangement that is within the scope of other existing higher-level authoritative literature, Issue 00-21 does not apply. Issue 00-21 is effective prospectively for arrangements entered into in fiscal periods beginning after June 15, 2003. To date, the adoption of EITF Issue 00-21 has not had a material effect on the Company’s results of operations and financial position.

On May 3, 2004, the Company acquired the net assets of American Management System, Incorporated’s Defense and Intelligence Group (“D&IG”) for $415 million in cash plus estimated transaction costs of approximately $5.3 million, subject to certain closing adjustments. D&IG provides the U.S. government with business management solutions, including information technology and software design, for defense, intelligence and homeland security agencies in support of acquisition, financial management, logistics, warfighting and intelligence missions.

The transaction was entered into concurrent with CGI Group Inc., which purchased all of the outstanding shares of AMS for $19.40 per share or $858 million. Given the nature of our asset purchase, the Company expects the acquisition of D&IG will give rise to future cash tax benefits related to the deductibility of intangible assets, estimated at a present value of approximately $60 million.

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In order to fund the acquisition of D&IG, the Company executed a new revolving credit facility and institutional term loan totaling $550 million. The new five year secured credit agreement permits borrowings of up to $200 million with annual sublimits on amounts borrowed for acquisitions. The new agreement permits similar borrowings options and interest rates as those offered by the prior agreement. The Company pays a fee on the unused portion of the facility. The institutional term loan is a seven year secured facility in the amount of $350 million. The principal is to be prepaid 1% in years one through six with the remainder due on the maturity date. Interest rates are based on LIBOR or the higher of the prime rate or Fed funds rate plus applicable margins. Margin and unused fee rates are determined quarterly based on the leverage ratio. The Company estimates the total costs associated with securing the new credit facility to be approximately $8.2 million, which will be amortized over a period of approximately six years. The Company is required to operate within certain limits on leverage, net worth and fixed-charge coverage ratios.

On April 26, 2004, the Company received information indicating that one of its employees was identified in a report authored by U.S. Army Major General Antonio M. Taguba as being connected to allegations of abuse of Iraqi detainees at the Abu Ghraib prison facility. To date, the Company has received no request from its U.S. Army client to transfer, discipline or remove any present or former employee for any reason related to such allegations, nor has the Company received word from knowledgeable sources that any of its present or former employees will be charged with wrongdoing in connection with the Abu Ghraib allegations. Nonetheless, because of its strong commitment to ethical business practices under any and all circumstances, the Company has initiated an independent investigation into the allegations. Moreover, the Company will continue to cooperate with any and all government investigations in connection with the allegations. The Company does not condone, tolerate or endorse any illegal or inappropriate behavior on the part of any employee in any circumstances, at any time, anywhere. If and when the Company receives verifiable information indicating any inappropriate or illegal behavior on the part of any employee, the Company will take swift and appropriate action to redress the matter.

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Results of Operations For the Three Months Ended March 31, 2004 and 2003.

Revenue. The table below sets forth revenue by customer segment with related percentages of total revenue for the three months ended March 31, 2004 (FY2004) and 2003 (FY2003), respectively:

For the three months ended March 31, 2004, total revenue increased by 29.9%, or $66.4 million, over the same period a year ago. The increased revenue in the quarter resulted from continued growth in the Company’s systems integration, engineering services, and knowledge management offerings of its domestic operations. This growth is a result of the Company’s strategic focus on national security and the reshaping of the way government agencies communicate, use and disseminate information, deliver services, and conduct business.

Acquisitions made during the last twelve months have accounted for $42.7 million of the growth in the quarter. On March 1, 2004, the Company acquired all of the outstanding stock of CMS Information Services, Inc. (“CMS”). In the third quarter of FY2004, CMS contributed $3.2 million of revenue. On January 16, 2004, the Company purchased all of the outstanding stock of MTL Systems, Inc. (“MTL”) which contributed $1.0 million of FY2004 third quarter revenue. On October 16, 2003, the Company acquired all of the outstanding stock of C-CUBED Corporation (“C-CUBED”). During the third quarter of FY2004, C-CUBED contributed $13.8 million in revenue. On May 15, 2003, the Company acquired substantially all of the assets of Premier Technology Group, Inc., (“PTG”) which contributed $23.5 million of FY2004 third quarter revenue. On February 28, 2003, the Company purchased all of the outstanding capital stock of Applied Technology Solutions of Northern Virginia, Inc., (“ATS”) which contributed $1.2 million in incremental revenue for the third quarter of FY2004.

Department of Defense (“DoD”) revenue increased 37.1%, or $52.8 million, over the same period a year ago. DoD revenue growth was driven primarily by higher demand from customers such as strategic and tactical organizations in the military intelligence community, the U.S. Army’s Intelligence and Security Command, the U.S. Navy’s Chief of Naval Aviation, and the Naval Surface Warfare Command. The aforementioned acquisitions contributed $38.8 million of this increased revenue in the current quarter, a portion of which was derived from the same customer base described above.

Revenue from Federal Civilian Agencies increased 17.2%, or $10.9 million, for the three months ended March 31, 2004. Approximately 35.0% of Federal Civilian Agency revenue was derived from the Department of Justice (“DoJ”), for whom the Company provides litigation support services and maintains an automated debt management system. Revenue from DoJ was $26.0 million for the third quarter of FY2004, as compared to $23.1 million for the same period a year ago. The CMS, MTL, C-CUBED, PTG and ATS acquisitions contributed approximately $3.6 million of the total growth in Federal Civilian Agency revenue for the quarter. The remaining growth in Federal Civilian Agency revenue came primarily from higher volumes of work from customers in the national intelligence community.

Commercial revenue is derived from both international and domestic operations. The international operations accounted for $12.8 million, or 86.6%, of the total Commercial revenue, while the domestic operations accounted for $1.9 million, or 13.4%. Total Commercial revenue increased by 17.7%, or $2.2 million, during the third quarter of FY2004, as compared to the same period a year ago. This increase was due primarily to operations in the United Kingdom, which experienced increased sales of higher margin software products and an improvement in its systems integration business. Their business also benefited from a favorable exchange rate in the quarter.

Revenue from State and Local Governments increased by $0.5 million, or 12.8%, to $4.2 million for the quarter ended March 31, 2004. Revenue from State and Local Governments represented approximately 1.5% of the 1.7% of the total Company’s revenue for the three months ended March 31, 2004 and 2003, respectively.

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Operating Income. The following table sets forth the relative percentage that certain items of expense and earnings bore to revenue for the quarters ended March 31, 2004 and 2003, respectively.

Operating income increased 41.2%, or $7.4 million, for the three months ended March 31, 2004 as compared to the same period a year ago. This increase in operating income was driven primarily by a favorable mix of business and by operational cost efficiencies achieved primarily in connection with acquired operations. The growth of the Company’s operations, including recently acquired operations, continued to be driven by increased demand for mission-critical support for intelligence community customers, and knowledge management, engineering and logistics, and systems integration support for the Department of Defense and civilian agencies.

As a percentage of revenue, direct costs were 62.3% and 62.8% for the quarters ended March 31, 2004 and 2003, respectively. Direct costs include direct labor and “other direct costs” such as equipment purchases, subcontractor costs and travel expenses. Other direct costs are common in our industry; they are incurred in response to specific client tasks, and vary from period to period. The largest component of direct costs, direct labor, was $88.3 million and $65.3 million for the third quarters of FY2004 and FY2003, respectively. The increase in direct labor was attributable to the internal growth in federal government business, both in DoD and Federal Civilian Agencies, as well as from the FY2004 acquisitions of CMS, C-CUBED and MTL and the FY2003 PTG and ATS acquisitions, all of which are described above. Other direct costs were $91.1 million and $74.1 million in FY2004 and FY2003, respectively. The increase in other direct costs was primarily the result of increased subcontractor and equipment costs within the systems integration and engineering services lines of business and the aforementioned acquisitions.

Indirect costs and selling expenses include fringe benefits, marketing and bid and proposal costs, indirect labor and other discretionary costs. Most of these are highly variable and have grown in dollar volume generally in proportion to the Company’s growth in revenue. As a percentage of revenue, indirect costs and selling expenses were 27.5% and 27.8% for the three months ended March 31, 2004 and 2003, respectively. This year over year decrease was primarily due to cost efficiencies achieved in connection with acquisitions.

Depreciation and amortization expense increased by $1.3 million, or 44.1%, in FY2004 as compared to FY2003. This increase was primarily due to amortization on approximately $30.7 million of intangible assets acquired over the last twelve months. Amortization of intangible assets increased approximately $1.1 million during the quarter as compared to a year ago.

Interest income decreased 55.6%, or $265,000, during the quarter ended March 31, 2004 as compared to the same period a year ago. This decrease is due to the Company’s portfolio of cash and equivalents and marketable securities decreasing from $107.9 million at March 31, 2003 to $23.2 million at March 31, 2004. This cash was used primarily for the Company’s acquisition activities and working capital.

The effective income tax rates for the quarters ended March 31, 2004 and 2003 were 38.0% and 37.5%, respectively.

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Results of Operations For the Nine Months Ended March 31, 2004 and 2003.

Revenue. The table below sets forth revenues by customer with related percentages of total revenues for the nine months ended March 31, 2004, (FY2004) and March 31, 2003 (FY2003), respectively: