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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ManTech International Corporation | NASDAQ:MANT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 95.98 | 100.77 | 96.10 | 0 | 01:00:00 |
x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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22-1852179
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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|
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12015 Lee Jackson Highway, Fairfax, VA
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22033
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, Par Value $0.01 Per Share
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Nasdaq Stock Market
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
|
o
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Page
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•
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Failure to maintain our relationship with the U.S. government, or the failure to compete effectively for new contract awards or to retain existing U.S. government contracts;
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•
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Inability to recruit and retain a sufficient number of employees with specialized skill sets or necessary security clearances who are in great demand and limited supply;
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•
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Adverse changes in U.S. government spending for programs we support, whether due to changing mission priorities, socio-economic policies that reduce contracts that we may bid on, cost reduction and efficiency initiatives by our customers, or federal budget constraints generally;
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•
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Issues relating to competing effectively for awards procured through the competitive bidding process, including the adverse impact of delays caused by competitors' protests of contract awards received by us;
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•
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Failure to obtain option awards, task orders or funding under contracts;
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•
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Failure to realize the full amount of our backlog, or adverse changes in the timing of receipt of revenues under contracts included in backlog;
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•
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Renegotiation, modification or termination of our contracts, or failure to perform in conformity with contract terms or our expectations;
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•
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Disruption of our business or damage to our reputation resulting from security breaches in customer systems, internal systems or service failures (including as a result of cyber or other security threats), or employee or subcontractor misconduct;
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•
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Failure to successfully integrate acquired companies or businesses into our operations or to realize any accretive or synergistic effects from such acquisitions;
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•
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Increased exposure to risks associated with conducting business internationally;
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•
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Adverse changes in business conditions that may cause our investments in recorded goodwill to become impaired;
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•
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Non-compliance with, or adverse changes in, complex U.S. government laws, procurement regulations or processes; and
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•
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Adverse results of U.S. government audits or other investigations of our government contracts.
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Item 1.
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Business
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•
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Command, Control, Communications, Computers, Combat Systems, Intelligence, Surveillance and Reconnaissance (C5ISR);
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Item 1A.
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Risk Factors
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•
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the substantial cost and managerial time and effort spent to prepare bids and proposals for contracts that may not be awarded to us;
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•
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the need to expend resources and make financial commitments (such as procuring leased premises) and bid on programs in advance of the completion of their design, which may result in unforeseen difficulties in execution, cost overruns, or, in the case of unsuccessful competitions, the loss of committed costs;
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•
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the expense and delays that may arise if our competitors protest or challenge contract awards made to us, and the risk that any such protest could result in the resubmission of bids on modified specifications, or in the termination, reduction or modification of the awarded contract; and
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•
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the ability to accurately estimate the resources and costs structure required to service any contract we are awarded.
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Year Ended
December 31,
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|||||||
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2017
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2016
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2015
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|||
Cost-reimbursable
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66
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%
|
|
68
|
%
|
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68
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%
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Fixed-price
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21
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%
|
|
19
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%
|
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21
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%
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Time-and-materials
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13
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%
|
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13
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%
|
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11
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%
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Total
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100
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%
|
|
100
|
%
|
|
100
|
%
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•
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Under cost-reimbursable contracts, we are reimbursed for allowable costs and paid a fee, which may be fixed or performance-based. To the extent that the actual costs incurred in performing a cost-reimbursable contract are within the contract ceiling and allowable under the terms of the contract and applicable regulations, we are entitled to
|
•
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Under fixed-price contracts, we perform specific tasks for a fixed price. Compared to cost-plus contracts, fixed-price contracts generally offer higher margin opportunities, but involve greater financial risk because we bear the impact of cost overruns, which could result in increased costs and expenses. Because we assume such risk, an increase in the percentage of fixed-price contracts in our contract mix, whether caused by a shift by the U.S. government toward a preference for fixed-price contracts or otherwise, could increase the risk that we suffer losses if we underestimate the level of effort required to perform the contractual obligations. As we expand our fixed price managed services business, we expect our mix of fixed price work will be increasing over time.
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•
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Under time-and-materials contracts, we are reimbursed for labor at negotiated hourly billing rates and for certain expenses. We assume financial risk on time-and-materials contracts because we assume the risk of performing those contracts at negotiated hourly rates.
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•
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Terminate existing contracts for convenience, as well as for default;
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•
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Reduce orders under, or otherwise modify, contracts or subcontracts;
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•
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Cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable;
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•
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Decline to exercise an option to renew multi-year contracts or issue task orders in connection with multiple award contracts;
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•
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Suspend or debar us from doing business with the U.S. government or with a government agency;
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•
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Prohibit future procurement awards with a particular agency as a result of a finding of an organizational conflict of interest based upon prior related work performed for the agency that is deemed to give a contractor an unfair advantage over competing contractors;
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•
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Subject the award of contracts to protest by competitors, which may require the contracting federal agency or department to suspend our performance pending the outcome of the protest and may also result in a requirement to resubmit offers for the contract or in the termination, reduction or modification of the awarded contract;
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•
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Terminate our facility security clearances and thereby prevent us from receiving classified contracts;
|
•
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Claim rights in products and systems produced by us; and
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•
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Control or prohibit the export of our products and services.
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•
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lose revenue due to adverse customer reaction;
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•
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be required to provide additional services to a customer at no charge;
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•
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incur additional costs related to monitoring and increasing our cyber security;
|
•
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lose revenue due to the deployment of internal staff for remediation efforts instead of customer assignments;
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•
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receive negative publicity, which could damage our reputation and adversely affect our ability to attract or retain customers;
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•
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be unable to successfully market services that rely on the creation and maintenance of secure IT systems;
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•
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suffer claims for substantial damages, particularly as a result of any successful network or systems breach and exfiltration of customer information; or
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•
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incur significant costs complying with applicable federal or state laws, including laws governing protection of personal information.
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•
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Changes in or interpretations of foreign laws or policies that may adversely affect the performance of our services;
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•
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Political instability in foreign countries;
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•
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Conducting business in places where laws, business practices and customs are unfamiliar, unknown or inconsistent with U.S. requirements;
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•
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Customary business practices and other factors in foreign countries, including requirements to provide up-front performance bonds (guaranteed by a letter of credit from our lender), may involve uncertainties not associated with the business of contracting with the U.S. government, including potential difficulties in collecting receivables and fewer available remedies to the contractor in the event of contract disputes or contract terminations;
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•
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Imposition of limitations on or increase of withholding and other taxes on payments by foreign subsidiaries or joint ventures;
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•
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Currency fluctuations and devaluations and limitations on the conversion of foreign currencies into U.S. dollars; and
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•
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Compliance with a variety of international and U.S. laws, including the Foreign Corrupt Practices Act and U.S. export control regulations.
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•
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As a result of an acquisition, we may need to record write-downs from future impairments of intangible assets, which could reduce our future reported earnings;
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•
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We may have difficulty retaining an acquired company's key employees, customers or contracts (particularly with respect to awards not made on a full and open basis);
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•
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We may have difficulty integrating acquired businesses, resulting in unforeseen difficulties, such as incompatible accounting, information management or other control systems; and
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•
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Acquisitions may disrupt our business or distract management from other responsibilities.
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•
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The Federal Acquisition Regulation and the Defense Federal Acquisitions Regulation, which comprehensively regulates the formation, administration and performance of U.S. government contracts;
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•
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Truthful Cost or Pricing Data, which requires certification and disclosure of all cost and pricing data in connection with contract negotiations;
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•
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The Cost Accounting Standards and Cost Principles, which impose accounting requirements that govern our right to reimbursement under certain cost-based U.S. government contracts;
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•
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Laws, regulations and executive orders restricting the use and dissemination of information classified for national security purposes and the export of certain products, services and technical data;
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•
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U.S. export controls, which apply when we engage in international work; and
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•
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The Foreign Corrupt Practices Act.
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•
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Fluctuations in revenues earned on fixed-price contracts and contracts with a performance-based fee structure;
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•
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Commencement, completion or termination of contracts during any particular quarter;
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•
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Timing of significant bid and proposal costs;
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•
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Variable purchasing patterns under government contracts, blanket purchase agreements and ID/IQ contracts;
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•
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Seasonal or quarterly fluctuations in our workdays and staff utilization rates;
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•
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Strategic decisions, such as acquisitions, divestitures, spin-offs and joint ventures; and
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•
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Changes in the volume of purchase requests from customers for equipment and materials.
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•
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The high vote nature of our Class B common stock;
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•
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The ability of the Board of Directors to issue preferred stock;
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•
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The inability of stockholders to take action by written consent; and
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•
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The advance notice requirements for director nominations or other proposals submitted by our stockholders.
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Item 1B.
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Unresolved Securities and Exchange Commission Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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2017
|
High
|
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Low
|
First Quarter
|
$42.64
|
|
$34.01
|
Second Quarter
|
$41.49
|
|
$33.50
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Third Quarter
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$44.20
|
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$37.02
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Fourth Quarter
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$53.29
|
|
$44.00
|
|
|
|
|
2016
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High
|
|
Low
|
First Quarter
|
$33.10
|
|
$25.76
|
Second Quarter
|
$39.15
|
|
$30.80
|
Third Quarter
|
$41.69
|
|
$36.78
|
Fourth Quarter
|
$45.52
|
|
$36.68
|
Item 6.
|
Selected Financial Data
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Year Ended
December 31, |
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
DoD and intelligence agencies
|
79
|
%
|
|
83
|
%
|
|
84
|
%
|
Federal civilian agencies
|
18
|
%
|
|
14
|
%
|
|
15
|
%
|
State agencies, international agencies and commercial entities
|
3
|
%
|
|
3
|
%
|
|
1
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Year Ended
December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Cost-reimbursable
|
66
|
%
|
|
68
|
%
|
|
68
|
%
|
Fixed-price
|
21
|
%
|
|
19
|
%
|
|
21
|
%
|
Time-and-materials
|
13
|
%
|
|
13
|
%
|
|
11
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Payments Due By Period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
Debt obligations (1)
|
|
$
|
31,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,000
|
|
|
$
|
—
|
|
Operating lease obligations (2)
|
|
131,276
|
|
|
32,737
|
|
|
49,190
|
|
|
33,356
|
|
|
15,993
|
|
|||||
Other long-term liabilities (3)
|
|
13,048
|
|
|
2,435
|
|
|
4,406
|
|
|
3,492
|
|
|
2,715
|
|
|||||
Accrued defined benefit obligations (4)
|
|
1,150
|
|
|
124
|
|
|
238
|
|
|
221
|
|
|
567
|
|
|||||
Total
|
|
$
|
176,474
|
|
|
$
|
35,296
|
|
|
$
|
53,834
|
|
|
$
|
68,069
|
|
|
$
|
19,275
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(1) We may elect to pay all of or a portion of this obligation earlier than contractually required. See Note 8 "Debt" to our consolidated financial statements in Item 8 "Financial Statements and Supplementary Data" for additional information regarding debt and related matters.
|
||||||||||||||||||||
(2) See Note 9 "Commitments and Contingencies" to our consolidated financial statements in Item 8 "Financial Statements and Supplementary Data" for additional information regarding operating leases.
|
||||||||||||||||||||
(3) Includes approximately $10.6 million of deferred rent liabilities and $0.2 million of gross unrecognized tax benefits. See Note 9 "Commitments and Contingencies" to our consolidated financial statements in Item 8 "Financial Statements and Supplementary Data" for additional information regarding deferred rent liabilities. See Note 12 "Income Taxes" to our consolidated financial statements in Item 8 "Financial Statements and Supplementary Data" for additional information regarding gross unrecognized tax benefits.
|
||||||||||||||||||||
(4) Includes unfunded pension obligations related to nonqualified supplemental defined benefit pension plans for certain retired employees of an acquired company, which is included in the accrued retirement amount on our consolidated balance sheets. See Note 11 "Retirement Plans" to our consolidated financial statements in Item 8 "Financial Statements and Supplementary Data" for additional information regarding retirement plans.
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
Index to Consolidated Financial Statements
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets as of December 31, 2017 and 2016
|
|
Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2017, 2016 and 2015
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
|
|
Notes to Consolidated Financial Statements
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
9,451
|
|
|
$
|
64,936
|
|
Receivables—net
|
311,410
|
|
|
320,677
|
|
||
Prepaid expenses and other
|
46,207
|
|
|
34,423
|
|
||
Contractual inventory
|
96
|
|
|
1,277
|
|
||
Total Current Assets
|
367,164
|
|
|
421,313
|
|
||
Goodwill
|
1,084,560
|
|
|
955,874
|
|
||
Other intangible assets—net
|
194,348
|
|
|
154,931
|
|
||
Property and equipment—net
|
46,082
|
|
|
23,121
|
|
||
Employee supplemental savings plan assets
|
33,555
|
|
|
29,383
|
|
||
Investments
|
11,843
|
|
|
11,691
|
|
||
Other assets
|
6,923
|
|
|
2,151
|
|
||
TOTAL ASSETS
|
$
|
1,744,475
|
|
|
$
|
1,598,464
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
LIABILITIES
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
122,405
|
|
|
$
|
108,888
|
|
Accrued salaries and related expenses
|
87,064
|
|
|
70,768
|
|
||
Billings in excess of revenue earned
|
18,816
|
|
|
11,998
|
|
||
Total Current Liabilities
|
228,285
|
|
|
191,654
|
|
||
Long term debt, net of current portion
|
31,000
|
|
|
—
|
|
||
Deferred income taxes—non-current
|
97,194
|
|
|
122,081
|
|
||
Accrued retirement
|
34,517
|
|
|
30,581
|
|
||
Other long-term liabilities
|
10,505
|
|
|
12,481
|
|
||
TOTAL LIABILITIES
|
401,501
|
|
|
356,797
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
||||
STOCKHOLDERS' EQUITY
|
|
|
|
||||
Common stock, Class A—$0.01 par value; 150,000,000 shares authorized; 26,285,773 and 25,795,973 shares issued at December 31, 2017 and 2016; 26,041,660 and 25,551,860 shares outstanding at December 31, 2017 and 2016
|
263
|
|
|
258
|
|
||
Common stock, Class B—$0.01 par value; 50,000,000 shares authorized; 13,189,245 and 13,190,745 shares issued and outstanding at December 31, 2017 and 2016
|
132
|
|
|
132
|
|
||
Additional paid-in capital
|
492,030
|
|
|
471,906
|
|
||
Treasury stock, 244,113 and 244,113 shares at cost at December 31, 2017 and 2016
|
(9,158
|
)
|
|
(9,158
|
)
|
||
Retained earnings
|
860,027
|
|
|
778,710
|
|
||
Accumulated other comprehensive loss
|
(320
|
)
|
|
(181
|
)
|
||
TOTAL STOCKHOLDERS' EQUITY
|
1,342,974
|
|
|
1,241,667
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
1,744,475
|
|
|
$
|
1,598,464
|
|
|
Year Ended
December 31, |
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
REVENUES
|
$
|
1,717,018
|
|
|
$
|
1,601,596
|
|
|
$
|
1,550,117
|
|
Cost of services
|
1,463,599
|
|
|
1,369,775
|
|
|
1,320,697
|
|
|||
General and administrative expenses
|
155,225
|
|
|
140,858
|
|
|
144,534
|
|
|||
OPERATING INCOME
|
98,194
|
|
|
90,963
|
|
|
84,886
|
|
|||
Interest expense
|
(1,375
|
)
|
|
(1,097
|
)
|
|
(1,193
|
)
|
|||
Interest income
|
104
|
|
|
121
|
|
|
160
|
|
|||
Other income (expense), net
|
319
|
|
|
83
|
|
|
1,501
|
|
|||
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND EQUITY METHOD INVESTMENTS
|
97,242
|
|
|
90,070
|
|
|
85,354
|
|
|||
Benefit (provision) for income taxes
|
16,859
|
|
|
(33,786
|
)
|
|
(34,366
|
)
|
|||
Equity in gains of unconsolidated subsidiaries
|
40
|
|
|
107
|
|
|
139
|
|
|||
NET INCOME
|
$
|
114,141
|
|
|
$
|
56,391
|
|
|
$
|
51,127
|
|
BASIC EARNINGS PER SHARE:
|
|
|
|
|
|
||||||
Class A common stock
|
$
|
2.94
|
|
|
$
|
1.48
|
|
|
$
|
1.36
|
|
Class B common stock
|
$
|
2.94
|
|
|
$
|
1.48
|
|
|
$
|
1.36
|
|
DILUTED EARNINGS PER SHARE:
|
|
|
|
|
|
||||||
Class A common stock
|
$
|
2.91
|
|
|
$
|
1.47
|
|
|
$
|
1.36
|
|
Class B common stock
|
$
|
2.91
|
|
|
$
|
1.47
|
|
|
$
|
1.36
|
|
|
Year Ended
December 31, |
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
NET INCOME
|
$
|
114,141
|
|
|
$
|
56,391
|
|
|
$
|
51,127
|
|
OTHER COMPREHENSIVE INCOME (LOSS):
|
|
|
|
|
|
||||||
Actuarial gain (loss) on defined benefit pension plans, net of tax
|
(84
|
)
|
|
(29
|
)
|
|
84
|
|
|||
Translation adjustments, net of tax
|
(55
|
)
|
|
(43
|
)
|
|
14
|
|
|||
Total other comprehensive income (loss)
|
(139
|
)
|
|
(72
|
)
|
|
98
|
|
|||
COMPREHENSIVE INCOME
|
$
|
114,002
|
|
|
$
|
56,319
|
|
|
$
|
51,225
|
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Common Stock, Class A
|
|
|
|
|
|
||||||
At beginning of year
|
$
|
258
|
|
|
$
|
247
|
|
|
$
|
244
|
|
Stock option exercises
|
5
|
|
|
11
|
|
|
3
|
|
|||
At end of year
|
263
|
|
|
258
|
|
|
247
|
|
|||
Common Stock, Class B
|
|
|
|
|
|
||||||
At beginning of year
|
132
|
|
|
132
|
|
|
132
|
|
|||
At end of year
|
132
|
|
|
132
|
|
|
132
|
|
|||
Additional Paid-In Capital
|
|
|
|
|
|
||||||
At beginning of year
|
471,906
|
|
|
438,168
|
|
|
428,895
|
|
|||
Stock option exercises
|
13,619
|
|
|
30,551
|
|
|
7,865
|
|
|||
Stock compensation expense
|
6,319
|
|
|
3,323
|
|
|
4,379
|
|
|||
Tax deficiency from the exercise of stock options
|
—
|
|
|
(136
|
)
|
|
(2,971
|
)
|
|||
Cumulative-effect adjustment for adoption of Accounting Standards Update 2016-09
|
186
|
|
|
—
|
|
|
—
|
|
|||
At end of year
|
492,030
|
|
|
471,906
|
|
|
438,168
|
|
|||
Treasury Stock, at cost
|
|
|
|
|
|
||||||
At beginning of year
|
(9,158
|
)
|
|
(9,158
|
)
|
|
(9,158
|
)
|
|||
At end of year
|
(9,158
|
)
|
|
(9,158
|
)
|
|
(9,158
|
)
|
|||
Retained Earnings
|
|
|
|
|
|
||||||
At beginning of year
|
778,710
|
|
|
754,457
|
|
|
734,873
|
|
|||
Net income
|
114,141
|
|
|
56,391
|
|
|
51,127
|
|
|||
Dividends
|
(32,709
|
)
|
|
(32,138
|
)
|
|
(31,543
|
)
|
|||
Cumulative-effect adjustment for adoption of Accounting Standards Update 2016-09
|
(115
|
)
|
|
—
|
|
|
—
|
|
|||
At end of year
|
860,027
|
|
|
778,710
|
|
|
754,457
|
|
|||
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
||||||
At beginning of year
|
(181
|
)
|
|
(109
|
)
|
|
(207
|
)
|
|||
Actuarial gain (loss) on defined benefit pension plans, net of tax
|
(84
|
)
|
|
(29
|
)
|
|
84
|
|
|||
Translation adjustments, net of tax
|
(55
|
)
|
|
(43
|
)
|
|
14
|
|
|||
At end of year
|
(320
|
)
|
|
(181
|
)
|
|
(109
|
)
|
|||
Total Stockholders' Equity
|
$
|
1,342,974
|
|
|
$
|
1,241,667
|
|
|
$
|
1,183,737
|
|
|
Year Ended
December 31, |
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
114,141
|
|
|
$
|
56,391
|
|
|
$
|
51,127
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
33,792
|
|
|
30,191
|
|
|
30,276
|
|
|||
Deferred income taxes
|
(24,815
|
)
|
|
18,254
|
|
|
30,553
|
|
|||
Stock-based compensation
|
6,319
|
|
|
3,323
|
|
|
4,379
|
|
|||
(Gain) loss on sale and retirement of property and equipment
|
76
|
|
|
(12
|
)
|
|
(656
|
)
|
|||
Equity in gains of unconsolidated subsidiaries
|
(40
|
)
|
|
(107
|
)
|
|
(139
|
)
|
|||
Excess tax benefits from the exercise of stock options
|
—
|
|
|
(1,656
|
)
|
|
(73
|
)
|
|||
Gain on disposition of business
|
—
|
|
|
—
|
|
|
(1,692
|
)
|
|||
Change in assets and liabilities—net of effects from acquired businesses:
|
|
|
|
|
|
||||||
Receivables-net
|
18,643
|
|
|
(5,611
|
)
|
|
82,727
|
|
|||
Prepaid expenses and other
|
(7,422
|
)
|
|
(10,641
|
)
|
|
(4,990
|
)
|
|||
Contractual inventory
|
1,181
|
|
|
(1,277
|
)
|
|
—
|
|
|||
Employee supplemental savings plan asset
|
(4,172
|
)
|
|
(1,826
|
)
|
|
4,184
|
|
|||
Accounts payable and accrued expenses
|
(541
|
)
|
|
(162
|
)
|
|
(44,103
|
)
|
|||
Accrued salaries and related expenses
|
13,095
|
|
|
6,926
|
|
|
2,703
|
|
|||
Billings in excess of revenue earned
|
1,177
|
|
|
(687
|
)
|
|
913
|
|
|||
Accrued retirement
|
3,936
|
|
|
704
|
|
|
(2,927
|
)
|
|||
Other
|
(2,412
|
)
|
|
1,954
|
|
|
1,601
|
|
|||
Net cash flow from operating activities
|
152,958
|
|
|
95,764
|
|
|
153,883
|
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Acquisition of businesses-net of cash acquired
|
(177,193
|
)
|
|
(60,556
|
)
|
|
(101,556
|
)
|
|||
Purchases of property and equipment
|
(31,118
|
)
|
|
(7,662
|
)
|
|
(5,202
|
)
|
|||
Investment in capitalized software for internal use
|
(7,744
|
)
|
|
(2,748
|
)
|
|
(1,025
|
)
|
|||
Deferred contract costs
|
(2,877
|
)
|
|
—
|
|
|
—
|
|
|||
Payments to acquire investments
|
(110
|
)
|
|
(1,183
|
)
|
|
(4,500
|
)
|
|||
Proceeds from sale of property and equipment
|
3
|
|
|
17
|
|
|
696
|
|
|||
Transaction costs for disposition of business
|
—
|
|
|
—
|
|
|
(1,174
|
)
|
|||
Proceeds from sale of investment
|
—
|
|
|
—
|
|
|
13
|
|
|||
Net cash flow from (used in) investing activities
|
(219,039
|
)
|
|
(72,132
|
)
|
|
(112,748
|
)
|
|||
|
|
|
|
|
|
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Borrowings under revolving credit facility
|
136,500
|
|
|
—
|
|
|
163,200
|
|
|||
Repayments under revolving credit facility
|
(105,500
|
)
|
|
—
|
|
|
(163,200
|
)
|
|||
Dividends paid
|
(32,705
|
)
|
|
(32,139
|
)
|
|
(31,543
|
)
|
|||
Proceeds from exercise of stock options
|
13,624
|
|
|
30,562
|
|
|
7,868
|
|
|||
Debt issuance costs
|
(1,323
|
)
|
|
(89
|
)
|
|
—
|
|
|||
Excess tax benefits from the exercise of stock options
|
—
|
|
|
1,656
|
|
|
73
|
|
|||
Net cash flow from (used in) financing activities
|
10,596
|
|
|
(10
|
)
|
|
(23,602
|
)
|
|||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(55,485
|
)
|
|
23,622
|
|
|
17,533
|
|
|||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
64,936
|
|
|
41,314
|
|
|
23,781
|
|
|||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
9,451
|
|
|
$
|
64,936
|
|
|
$
|
41,314
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
1,166
|
|
|
$
|
983
|
|
|
$
|
1,203
|
|
Noncash investing and financing activities:
|
|
|
|
|
|
||||||
Capital expenditures incurred but not yet paid
|
$
|
1,345
|
|
|
$
|
325
|
|
|
$
|
—
|
|
Deferred contract costs incurred but not yet paid
|
$
|
872
|
|
|
$
|
—
|
|
|
$
|
—
|
|
1.
|
Description of the Business
|
2.
|
Summary of Significant Accounting
Policies
|
3.
|
Acquisitions
|
Cash and cash equivalents
|
$
|
1,406
|
|
Receivables
|
9,434
|
|
|
Prepaid expenses and other
|
4,245
|
|
|
Goodwill
|
128,686
|
|
|
Other intangible assets
|
54,850
|
|
|
Property and equipment
|
485
|
|
|
Other assets
|
112
|
|
|
Accounts payable and accrued expenses
|
(8,390
|
)
|
|
Accrued salaries and related expenses
|
(2,893
|
)
|
|
Unearned revenue
|
(4,297
|
)
|
|
Billings in excess of revenue earned
|
(1,018
|
)
|
|
Net assets acquired and liabilities assumed
|
$
|
182,620
|
|
|
Year Ended December 31, 2017
|
||
Revenues
|
$
|
1,793,752
|
|
Net income
|
$
|
118,564
|
|
Basic earnings per share
|
$
|
3.05
|
|
Diluted earnings per share
|
$
|
3.03
|
|
Cash and cash equivalents
|
$
|
1,955
|
|
Receivables
|
10,892
|
|
|
Prepaid expenses and other
|
261
|
|
|
Goodwill
|
6,193
|
|
|
Other intangible assets
|
1,689
|
|
|
Property and equipment
|
502
|
|
|
Other assets
|
116
|
|
|
Accounts payable and accrued expenses
|
(5,777
|
)
|
|
Accrued salaries and related expenses
|
(2,324
|
)
|
|
Billings in excess of revenue earned
|
(326
|
)
|
|
Net assets acquired and liabilities assumed
|
$
|
13,181
|
|
Receivables
|
$
|
138
|
|
Goodwill
|
30,090
|
|
|
Other intangible assets
|
18,000
|
|
|
Property and equipment
|
69
|
|
|
Accounts payable and accrued expenses
|
(29
|
)
|
|
Accrued salaries and related expenses
|
(586
|
)
|
|
Net assets acquired and liabilities assumed
|
$
|
47,682
|
|
Cash and cash equivalents
|
$
|
658
|
|
Receivables
|
6,532
|
|
|
Prepaid expenses and other
|
460
|
|
|
Goodwill
|
47,487
|
|
|
Other intangible assets
|
13,219
|
|
|
Property and equipment
|
1,419
|
|
|
Investments
|
15
|
|
|
Other assets
|
31
|
|
|
Accounts payable and accrued expenses
|
(1,269
|
)
|
|
Accrued salaries and related expenses
|
(336
|
)
|
|
Billings in excess of revenue earned
|
(2
|
)
|
|
Net assets acquired and liabilities assumed
|
$
|
68,214
|
|
Receivables
|
$
|
3,901
|
|
Prepaid expenses and other
|
141
|
|
|
Goodwill
|
24,436
|
|
|
Other intangible assets
|
6,350
|
|
|
Property and equipment
|
100
|
|
|
Accounts payable and accrued expenses
|
(436
|
)
|
|
Accrued salaries and related expenses
|
(492
|
)
|
|
Net assets acquired and liabilities assumed
|
$
|
34,000
|
|
4.
|
Earnings per Share
|
|
Year Ended
December 31, |
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Distributed earnings
|
$
|
32,709
|
|
|
$
|
32,138
|
|
|
$
|
31,543
|
|
Undistributed earnings
|
81,432
|
|
|
24,253
|
|
|
19,584
|
|
|||
Net income
|
$
|
114,141
|
|
|
$
|
56,391
|
|
|
$
|
51,127
|
|
|
|
|
|
|
|
||||||
Class A common stock:
|
|
|
|
|
|
||||||
Basic net income available to common stockholders
|
$
|
75,413
|
|
|
$
|
36,885
|
|
|
$
|
33,145
|
|
Basic weighted average common shares outstanding
|
25,685
|
|
|
24,944
|
|
|
24,317
|
|
|||
Basic earnings per share
|
$
|
2.94
|
|
|
$
|
1.48
|
|
|
$
|
1.36
|
|
|
|
|
|
|
|
||||||
Diluted net income available to common stockholders
|
$
|
75,698
|
|
|
$
|
36,988
|
|
|
$
|
33,197
|
|
Effect of potential exercise of stock options
|
288
|
|
|
202
|
|
|
109
|
|
|||
Diluted weighted average common shares outstanding
|
25,973
|
|
|
25,146
|
|
|
24,426
|
|
|||
Diluted earnings per share
|
$
|
2.91
|
|
|
$
|
1.47
|
|
|
$
|
1.36
|
|
|
|
|
|
|
|
||||||
Class B common stock:
|
|
|
|
|
|
||||||
Basic net income available to common stockholders
|
$
|
38,728
|
|
|
$
|
19,506
|
|
|
$
|
17,982
|
|
Basic weighted average common shares outstanding
|
13,190
|
|
|
13,192
|
|
|
13,193
|
|
|||
Basic earnings per share
|
$
|
2.94
|
|
|
$
|
1.48
|
|
|
$
|
1.36
|
|
|
|
|
|
|
|
||||||
Diluted net income available to common stockholders
|
$
|
38,443
|
|
|
$
|
19,403
|
|
|
$
|
17,930
|
|
Effect of potential exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|||
Diluted weighted average common shares outstanding
|
13,190
|
|
|
13,192
|
|
|
13,193
|
|
|||
Diluted earnings per share
|
$
|
2.91
|
|
|
$
|
1.47
|
|
|
$
|
1.36
|
|
5.
|
Receivables
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Billed receivables
|
$
|
236,113
|
|
|
$
|
247,114
|
|
Unbilled receivables:
|
|
|
|
||||
Amounts billable
|
52,745
|
|
|
52,640
|
|
||
Revenues recorded in excess of funding
|
12,397
|
|
|
20,078
|
|
||
Retainage
|
16,312
|
|
|
8,353
|
|
||
Allowance for doubtful accounts
|
(6,157
|
)
|
|
(7,508
|
)
|
||
Receivables-net
|
$
|
311,410
|
|
|
$
|
320,677
|
|
6.
|
Property and Equipment
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Furniture and equipment
|
$
|
79,218
|
|
|
$
|
51,806
|
|
Leasehold improvements
|
39,022
|
|
|
36,439
|
|
||
Property and equipment-gross
|
118,240
|
|
|
88,245
|
|
||
Accumulated depreciation and amortization
|
(72,158
|
)
|
|
(65,124
|
)
|
||
Property and equipment-net
|
$
|
46,082
|
|
|
$
|
23,121
|
|
7.
|
Goodwill and Other Intangible Assets
|
|
Goodwill Balance
|
||
Goodwill at December 31, 2015
|
$
|
919,591
|
|
Acquisitions
|
36,283
|
|
|
Goodwill at December 31, 2016
|
955,874
|
|
|
Acquisitions
|
128,686
|
|
|
Goodwill at December 31, 2017
|
$
|
1,084,560
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Other intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contract and program intangible assets
|
$
|
355,932
|
|
|
$
|
179,049
|
|
|
$
|
176,883
|
|
|
$
|
301,082
|
|
|
$
|
158,671
|
|
|
$
|
142,411
|
|
Capitalized software cost for internal use
|
46,937
|
|
|
29,472
|
|
|
17,465
|
|
|
39,332
|
|
|
26,815
|
|
|
12,517
|
|
||||||
Other
|
58
|
|
|
58
|
|
|
—
|
|
|
58
|
|
|
55
|
|
|
3
|
|
||||||
Total other intangible assets-net
|
$
|
402,927
|
|
|
$
|
208,579
|
|
|
$
|
194,348
|
|
|
$
|
340,472
|
|
|
$
|
185,541
|
|
|
$
|
154,931
|
|
Year ending:
|
|
||
December 31, 2018
|
$
|
25,472
|
|
December 31, 2019
|
$
|
21,013
|
|
December 31, 2020
|
$
|
20,172
|
|
December 31, 2021
|
$
|
17,443
|
|
December 31, 2022
|
$
|
14,843
|
|
8.
|
Debt
|
9.
|
Commitments and Contingencies
|
|
|
Total
|
||
Year ending:
|
|
|
||
December 31, 2018
|
|
$
|
32,353
|
|
December 31, 2019
|
|
29,252
|
|
|
December 31, 2020
|
|
23,048
|
|
|
December 31, 2021
|
|
19,964
|
|
|
December 31, 2022
|
|
16,793
|
|
|
Thereafter
|
|
18,692
|
|
|
Total
|
|
$
|
140,102
|
|
10.
|
Stockholders' Equity and Stock-Based Compensation
|
•
|
Volatility
-The expected volatility of the options granted was estimated based upon historical volatility of our share price through weekly observations of our trading history.
|
•
|
Expected life of options
-The expected life of options granted to employees was determined from historical exercises of the grantee population. The options had graded vesting over
three years
in equal installments beginning on the first anniversary of the date of the grant and a contractual term of
five years
.
|
•
|
Risk-free interest rate
-The yield on zero-coupon U.S. Treasury strips was used to extrapolate a forward-yield curve. This “term structure” of future interest rates was then input into a numeric model to provide the equivalent risk-free rate to be used in the Black-Scholes-Merton model based on the expected term of the underlying grants.
|
•
|
Dividend yield
-The Black-Scholes-Merton valuation model requires an expected dividend yield as an input. We have calculated our expected dividend yield based on an expected annual cash dividend of
$0.84
per share.
|
|
Year Ended
December 31, |
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Volatility
|
25.59
|
%
|
|
23.70
|
%
|
|
26.16
|
%
|
Expected life of options
|
3 years
|
|
|
3 years
|
|
|
3 years
|
|
Risk-free interest rate
|
1.72
|
%
|
|
1.10
|
%
|
|
1.15
|
%
|
Dividend yield
|
2.75
|
%
|
|
2.88
|
%
|
|
3.00
|
%
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value
(in thousands) |
|
Weighted Average Remaining Contractual Life
|
|||||
Stock options outstanding at December 31, 2014
|
3,391,032
|
|
|
$
|
32.76
|
|
|
$
|
4,722
|
|
|
|
Granted
|
237,853
|
|
|
$
|
30.87
|
|
|
|
|
|
||
Exercised
|
(284,320
|
)
|
|
$
|
27.51
|
|
|
$
|
1,348
|
|
|
|
Cancelled and expired
|
(849,255
|
)
|
|
$
|
39.56
|
|
|
|
|
|
||
Stock options outstanding at December 31, 2015
|
2,495,310
|
|
|
$
|
30.86
|
|
|
$
|
3,583
|
|
|
|
Granted
|
199,938
|
|
|
$
|
34.22
|
|
|
|
|
|
||
Exercised
|
(1,045,789
|
)
|
|
$
|
29.24
|
|
|
$
|
8,858
|
|
|
|
Cancelled and expired
|
(489,040
|
)
|
|
$
|
37.91
|
|
|
|
|
|
||
Stock options outstanding at December 31, 2016
|
1,160,419
|
|
|
$
|
29.93
|
|
|
$
|
14,299
|
|
|
|
Granted
|
534,030
|
|
|
$
|
42.90
|
|
|
|
|
|
||
Exercised
|
(463,800
|
)
|
|
$
|
29.34
|
|
|
$
|
7,203
|
|
|
|
Cancelled and expired
|
(61,241
|
)
|
|
$
|
33.80
|
|
|
|
|
|
||
Stock options outstanding at December 31, 2017
|
1,169,408
|
|
|
$
|
35.88
|
|
|
$
|
16,731
|
|
|
3 years
|
|
|
|
|
|
|
|
|
|||||
Stock options exercisable at December 31, 2017
|
484,429
|
|
|
$
|
29.22
|
|
|
$
|
10,156
|
|
|
2 years
|
|
Number of Shares
|
|
Weighted Average Fair Value
|
|||
Non-vested stock options at December 31, 2016
|
562,927
|
|
|
$
|
4.66
|
|
Granted
|
534,030
|
|
|
$
|
6.75
|
|
Vested
|
(367,729
|
)
|
|
$
|
4.71
|
|
Cancelled
|
(44,249
|
)
|
|
$
|
5.11
|
|
Non-vested stock options at December 31, 2017
|
684,979
|
|
|
$
|
6.23
|
|
|
Number of Shares
|
|
Weighted Average Fair Value
|
|||
Non-vested restricted stock at December 31, 2015
|
21,000
|
|
|
$
|
28.98
|
|
Granted
|
18,000
|
|
|
$
|
33.84
|
|
Vested
|
(21,000
|
)
|
|
$
|
28.98
|
|
Non-vested restricted stock at December 31, 2016
|
18,000
|
|
|
$
|
33.84
|
|
Granted
|
24,000
|
|
|
$
|
37.90
|
|
Vested
|
(18,000
|
)
|
|
$
|
33.84
|
|
Non-vested restricted stock at December 31, 2017
|
24,000
|
|
|
$
|
37.90
|
|
|
Number of Units
|
|
Weighted Average Fair Value
|
|||
RSUs at December 31, 2015
|
93,450
|
|
|
$
|
30.84
|
|
Granted
|
132,988
|
|
|
$
|
29.50
|
|
Forfeited
|
(20,100
|
)
|
|
$
|
29.56
|
|
RSUs at December 31, 2016
|
206,338
|
|
|
$
|
30.10
|
|
Granted
|
55,830
|
|
|
$
|
35.34
|
|
Vested
|
(3,300
|
)
|
|
$
|
30.60
|
|
Forfeited
|
(97,525
|
)
|
|
$
|
31.00
|
|
RSUs at December 31, 2017
|
161,343
|
|
|
$
|
31.36
|
|
11.
|
Retirement Plans
|
12.
|
Income Taxes
|
|
Year Ended
December 31, |
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Domestic
|
$
|
97,718
|
|
|
$
|
89,988
|
|
|
$
|
85,665
|
|
Foreign
|
(476
|
)
|
|
82
|
|
|
(311
|
)
|
|||
Income from operations before income taxes and equity method investments
|
$
|
97,242
|
|
|
$
|
90,070
|
|
|
$
|
85,354
|
|
|
Year Ended
December 31, |
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
5,340
|
|
|
$
|
13,454
|
|
|
$
|
2,714
|
|
State
|
2,523
|
|
|
2,394
|
|
|
1,247
|
|
|||
Foreign
|
38
|
|
|
(45
|
)
|
|
77
|
|
|||
|
7,901
|
|
|
15,803
|
|
|
4,038
|
|
|||
Deferred (benefit) provision:
|
|
|
|
|
|
||||||
Federal
|
(28,013
|
)
|
|
17,170
|
|
|
27,817
|
|
|||
State
|
3,313
|
|
|
2,831
|
|
|
5,825
|
|
|||
|
(24,700
|
)
|
|
20,001
|
|
|
33,642
|
|
|||
Non-current (benefit) resulting from allocating tax benefits directly to additional paid in capital and changes in liabilities:
|
|
|
|
|
|
||||||
Federal
|
(60
|
)
|
|
(1,573
|
)
|
|
(2,568
|
)
|
|||
State
|
—
|
|
|
(445
|
)
|
|
(746
|
)
|
|||
|
(60
|
)
|
|
(2,018
|
)
|
|
(3,314
|
)
|
|||
(Benefit) provision for income taxes
|
$
|
(16,859
|
)
|
|
$
|
33,786
|
|
|
$
|
34,366
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Gross deferred tax liabilities:
|
|
|
|
||||
Goodwill and other assets
|
$
|
100,967
|
|
|
$
|
131,367
|
|
Unbilled receivables
|
11,693
|
|
|
18,608
|
|
||
Property and equipment
|
7,303
|
|
|
2,657
|
|
||
Total
|
119,963
|
|
|
152,632
|
|
||
|
|
|
|
||||
Gross deferred tax assets:
|
|
|
|
||||
Retirement and other liabilities
|
(20,636
|
)
|
|
(27,258
|
)
|
||
Allowance for potential contract losses and other contract reserves
|
(1,598
|
)
|
|
(3,005
|
)
|
||
Federal and state operating loss carryforwards
|
(1,252
|
)
|
|
(560
|
)
|
||
Less: Valuation allowance
|
717
|
|
|
272
|
|
||
Total
|
(22,769
|
)
|
|
(30,551
|
)
|
||
Net deferred tax liabilities
|
$
|
97,194
|
|
|
$
|
122,081
|
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Gross unrecognized tax benefits at beginning of year
|
$
|
293
|
|
|
$
|
519
|
|
|
$
|
785
|
|
Lapse in statute of limitations
|
(105
|
)
|
|
(285
|
)
|
|
(266
|
)
|
|||
Increases in tax positions for current year
|
32
|
|
|
59
|
|
|
—
|
|
|||
Gross unrecognized tax benefits at end of year
|
$
|
220
|
|
|
$
|
293
|
|
|
$
|
519
|
|
13.
|
Business Segment and Geographic Area Information
|
14.
|
Divestiture of ManTech Cyber Solutions International (MCSI) and Investment in CounterTack Inc. (CounterTack)
|
15.
|
Quarterly Financial Information (Unaudited)
|
|
2017
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Revenues
|
$
|
418,374
|
|
|
$
|
413,694
|
|
|
$
|
422,665
|
|
|
$
|
462,285
|
|
Operating income
|
$
|
24,390
|
|
|
$
|
24,935
|
|
|
$
|
23,140
|
|
|
$
|
25,729
|
|
Income from operations before income taxes and equity method investments
|
$
|
24,159
|
|
|
$
|
24,651
|
|
|
$
|
23,114
|
|
|
$
|
25,318
|
|
Net income
|
$
|
15,028
|
|
|
$
|
15,561
|
|
|
$
|
15,182
|
|
|
$
|
68,370
|
|
|
|
|
|
|
|
|
|
||||||||
Class A common stock:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
25,547
|
|
|
25,618
|
|
|
25,684
|
|
|
25,886
|
|
||||
Basic earnings per share
|
$
|
0.39
|
|
|
$
|
0.40
|
|
|
$
|
0.39
|
|
|
$
|
1.75
|
|
Diluted weighted average common shares outstanding
|
25,778
|
|
|
25,827
|
|
|
25,929
|
|
|
26,353
|
|
||||
Diluted earnings per share
|
$
|
0.39
|
|
|
$
|
0.40
|
|
|
$
|
0.39
|
|
|
$
|
1.73
|
|
Class B common stock:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
13,191
|
|
|
13,191
|
|
|
13,191
|
|
|
13,189
|
|
||||
Basic earnings per share
|
$
|
0.39
|
|
|
$
|
0.40
|
|
|
$
|
0.39
|
|
|
$
|
1.75
|
|
Diluted weighted average common shares outstanding
|
13,191
|
|
|
13,191
|
|
|
13,191
|
|
|
13,189
|
|
||||
Diluted earnings per share
|
$
|
0.39
|
|
|
$
|
0.40
|
|
|
$
|
0.39
|
|
|
$
|
1.73
|
|
|
|
||||||||||||||
|
2016
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Revenues
|
$
|
390,662
|
|
|
$
|
401,354
|
|
|
$
|
415,402
|
|
|
$
|
394,178
|
|
Operating income
|
$
|
21,945
|
|
|
$
|
24,214
|
|
|
$
|
23,500
|
|
|
$
|
21,304
|
|
Income from operations before income taxes and equity method investments
|
$
|
21,708
|
|
|
$
|
23,972
|
|
|
$
|
23,365
|
|
|
$
|
21,025
|
|
Net income
|
$
|
13,216
|
|
|
$
|
14,782
|
|
|
$
|
14,664
|
|
|
$
|
13,729
|
|
|
|
|
|
|
|
|
|
||||||||
Class A common stock:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
24,476
|
|
|
24,707
|
|
|
25,164
|
|
|
25,423
|
|
||||
Basic earnings per share
|
$
|
0.35
|
|
|
$
|
0.39
|
|
|
$
|
0.38
|
|
|
$
|
0.36
|
|
Diluted weighted average common shares outstanding
|
24,567
|
|
|
24,916
|
|
|
25,429
|
|
|
25,667
|
|
||||
Diluted earnings per share
|
$
|
0.35
|
|
|
$
|
0.39
|
|
|
$
|
0.38
|
|
|
$
|
0.35
|
|
Class B common stock:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
13,192
|
|
|
13,192
|
|
|
13,192
|
|
|
13,191
|
|
||||
Basic earnings per share
|
$
|
0.35
|
|
|
$
|
0.39
|
|
|
$
|
0.38
|
|
|
$
|
0.36
|
|
Diluted weighted average common shares outstanding
|
13,192
|
|
|
13,192
|
|
|
13,192
|
|
|
13,191
|
|
||||
Diluted earnings per share
|
$
|
0.35
|
|
|
$
|
0.39
|
|
|
$
|
0.38
|
|
|
$
|
0.35
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of management or our Board of Directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material adverse effect on our financial statements.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Equity Compensation Plan Information
|
||||||||||
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
|
Weighted-average exercise price of outstanding options, warrants and rights
(b)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
||||
Equity compensation plans approved by security holders
|
|
1,169,408
|
|
|
$
|
35.88
|
|
|
5,980,594
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,169,408
|
|
|
$
|
35.88
|
|
|
5,980,594
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedule
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DESCRIPTION
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PAGE
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Report of Independent Registered Public Accounting Firm
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Consolidated Balance Sheets as of December 31, 2017 and 2016
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Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015
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Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
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Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2017, 2016 and 2015
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Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015
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Notes to Consolidated Financial Statements
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SCHEDULE
NO.
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DESCRIPTION
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PAGE
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Schedule II
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Valuation and Qualifying Accounts for the years ended December 31, 2017, 2016 and 2015
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Exhibit
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Description
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Item 16.
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Form 10-K Summary.
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MANTECH INTERNATIONAL CORPORATION
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By:
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/s/ KEVIN M. PHILLIPS
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Name:
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Kevin M. Phillips
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Title:
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President and Chief Executive Officer
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Date:
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February 23, 2018
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Name and Signature
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Title
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Date
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/s/
GEORGE J. PEDERSEN
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Executive Chairman and Chairman of the Board of Directors
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February 23, 2018
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George J. Pedersen
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/s/
KEVIN M. PHILLIPS
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President, Chief Executive Officer and Director
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February 23, 2018
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Kevin M. Phillips
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(Principal Executive Officer)
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/s/
JUDITH L. BJORNAAS
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Chief Financial Officer
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February 23, 2018
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Judith L. Bjornaas
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(Principal Financial Officer and Principal Accounting Officer)
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/s/
RICHARD L. ARMITAGE
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Director
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February 23, 2018
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Richard L. Armitage
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/s/
MARY K. BUSH
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Director
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February 23, 2018
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Mary K. Bush
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/s/
BARRY G. CAMPBELL
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Director
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February 23, 2018
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Barry G. Campbell
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/
s
/
WALTER R. FATZINGER, JR.
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Director
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February 23, 2018
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Walter R. Fatzinger, Jr.
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|
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/s/
RICHARD J. KERR
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Director
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February 23, 2018
|
Richard J. Kerr
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|
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/s/
KENNETH A. MINIHAN
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Director
|
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February 23, 2018
|
Kenneth A. Minihan
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Doubtful Accounts
|
||||||||||||||||
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Balance at Beginning of Period
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Charged to Costs and Expenses
|
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Deductions
|
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Other*
|
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Balance at End of Period
|
|||||||
2015
|
$
|
9,830
|
|
|
—
|
|
|
(552
|
)
|
|
(805
|
)
|
|
$
|
8,473
|
|
2016
|
$
|
8,473
|
|
|
—
|
|
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(215
|
)
|
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(750
|
)
|
|
$
|
7,508
|
|
2017
|
$
|
7,508
|
|
|
—
|
|
|
—
|
|
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(1,351
|
)
|
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$
|
6,157
|
|
*
|
Other represents doubtful account reserves released or recorded as part of net revenues for estimated customer disallowances.
|
Deferred Tax Asset Valuation
|
||||||||||||||||
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Balance at Beginning of Period
|
|
Charged to Costs and Expenses
|
|
Deductions
|
|
Other
|
|
Balance at End of Period
|
|||||||
2015
|
$
|
64
|
|
|
—
|
|
|
—
|
|
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(64
|
)
|
|
$
|
—
|
|
2016
|
$
|
—
|
|
|
272
|
|
|
—
|
|
|
—
|
|
|
$
|
272
|
|
2017
|
$
|
272
|
|
|
444
|
|
|
—
|
|
|
1
|
|
|
$
|
717
|
|
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