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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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
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Page
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Item 1.
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Business
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▪
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Evolvent Technologies, Inc. (Evolvent)-On January 6, 2012, we acquired Evolvent, a provider of services in clinical IT, clinical business intelligence, imaging cyber security, behavioral health, tele-health, software development and systems integration to the DoD Health organizations, the Veterans Administration and the Department of Health and Human Services.
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▪
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Worldwide Information Network Systems, Inc. (WINS)-On November 15, 2011, we acquired WINS, a leading provider of information technology solutions with network engineering and cyber security technical expertise to the DoD, Department of State and other agencies.
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▪
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TranTech, Inc. (TranTech)-On February 11, 2011, we acquired TranTech, a provider of information technology, networking and cyber security services to the federal government.
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Fiscal Year
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Percentage of Revenues from Federal Government Customers
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Percentage of Revenues from National Security and Homeland Defense Customers
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2011
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99.2%
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96.6%
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2010
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98.7%
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95.8%
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2009
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98.3%
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95.0%
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Year Ended December 31,
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|||||||
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2011
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2010
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2009
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|||
United States
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99.7
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%
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99.2
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%
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99.0
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%
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International
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0.3
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%
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0.8
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%
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1.0
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%
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Total
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100.0
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%
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100.0
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%
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100.0
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%
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Item 1A.
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RISK FACTORS
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•
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We are suspended or debarred from contracting with the federal government or a significant government agency;
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•
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Our reputation or relationship with government agencies is impaired; or
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•
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The government ceases to do business with us, or significantly decreases the amount of business it does with us.
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•
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Budgetary constraints affecting federal government spending, generally, or specific departments or agencies in particular, and changes in fiscal policies or available funding;
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•
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Changes in federal programs or requirements;
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•
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Realignment of funds with changed federal government priorities, which may impact the U.S. war efforts,
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•
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Efforts to improve efficiency and reduce costs affecting federal government programs generally,
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•
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Curtailment of the federal government's outsourcing of mission critical and technology support services;
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•
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The adoption of new laws or regulations; and
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•
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General economic conditions.
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•
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The Federal Acquisition Regulation, which comprehensively regulates the formation, administration and performance of federal government contracts;
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•
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The Truth in Negotiations Act, 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 federal 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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Termination of contracts;
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•
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Forfeiture of profits;
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•
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Cost associated with triggering of price reduction clauses;
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•
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Suspension of payments;
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•
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Fines; and
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•
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Suspension or debarment from doing business with federal government agencies.
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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 federal 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 would 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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•
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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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Incurring expense and delays due to competitor's protest or challenge of contract awards made to us, including the risk that any such protest or challenge could result in the resubmission of bids on modified specifications, or in the termination, reduction or modification of the awarded contract, which may result in reduced profitability;
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•
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Bidding on programs in advance of the completion of their design, this may result in unforeseen difficulties in execution, cost overruns, or, in the case of unsuccessful competition, the loss of committed costs;
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•
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Spending substantial cost and managerial time and effort to prepare bids and proposals for contracts that may not be awarded to us, which may result in reduced profitability;
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•
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Failing to accurately estimate the resources and cost structure that will be required to service any contract we are awarded;
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•
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Changes to client bidding practices or government reform of its procurement practices, which may alter the prescribed contract requirements relating to contract vehicles, contract types and consolidations; and
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•
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Changes in policy and goals by the government providing set-aside funds to small business, disadvantaged businesses and other socio-economic requirements in the allocation of contracts.
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•
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Under time-and-material contracts, we are reimbursed for labor at negotiated hourly billing rates and for certain expenses. We assume financial risk on time-and-material contracts because we assume the risk of performing those contracts at negotiated hourly rates.
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•
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Under cost-plus 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-plus contract are within the contract ceiling and allowable under the terms of the contract and applicable regulations, we are entitled to reimbursement of our costs, plus a profit. However, if our costs exceed the ceiling or are not allowable under the terms of the contract or applicable regulations, we may not be able to recover those costs. In particular, there
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•
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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 federal 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.
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•
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make it more difficult for us to satisfy our obligations with respect to our indebtedness, including our 7.25% senior unsecured notes and indebtedness under our credit agreement, and any failure to comply with the obligations under any of our debt instruments, including restrictive covenants, could result in an event of default under the indenture governing the notes, our revolving credit facility or any agreements governing other indebtedness;
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•
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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing funds available for working capital, capital expenditures, acquisitions, research and development and other corporate purposes;
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•
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increase our vulnerability to adverse economic and industry conditions, which could place us at a competitive disadvantage compared to competitors that have relatively less indebtedness;
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•
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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•
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limit the rights of the holders of our 7.25% senior unsecured notes to receive payments under the notes if secured creditors have not been paid;
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•
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limit our ability to borrow additional funds, or to dispose of assets to raise funds, if needed, for working capital, capital expenditures, acquisitions, research and development and other corporate purposes; and
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•
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prevent us from raising the funds necessary to repurchase all of our 7.25% senior unsecured notes tendered to us upon the occurrence of certain changes of control, which would constitute a default under the indenture governing the notes.
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•
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We may not be able to identify suitable acquisition candidates at prices we consider attractive;
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•
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We may not be able to compete successfully for identified acquisition candidates, complete future acquisitions or accurately estimate the financial effect of acquisitions on our business;
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•
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Future acquisitions may require us to issue common stock or spend significant cash, resulting in dilution of ownership or additional leverage;
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•
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We may have difficulty retaining an acquired company's key employees or customers;
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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;
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•
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Acquisitions may disrupt our business or distract our management from other responsibilities; and
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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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Lose revenues 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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Receive negative publicity that could damage our reputation and adversely affect our ability to attract or retain customers; and
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•
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Suffer claims for substantial damages against us.
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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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Imposition of inconsistent laws or regulations;
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•
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Conducting business in places where laws, business practices and customs are unfamiliar or unknown;
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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; and
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•
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Compliance with a variety of U.S. laws, including the Foreign Corrupt Practices Act and U.S. export control regulations, by us or subcontractors.
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•
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Timing of award or performance incentive fee notices;
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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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Reallocation of funds to customers due to priority;
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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 by us or our competitors, such as acquisitions, divestitures, spin-offs and joint ventures;
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•
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Changes in Presidential administrations and senior federal government officials that affect the timing of technology procurement;
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•
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Changes in federal government policy or budgetary measures that adversely affect government contracts in general; 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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The high vote nature of our Class B common stock;
|
•
|
The ability of the Board of Directors to issue preferred stock;
|
•
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The inability of Stockholders to take action by written consent; and
|
•
|
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 SEC Staff Comments
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Item 2.
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Properties
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Lease Properties as of December 31, 2011
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|
Approximate Square Footage
|
|
General Usage
|
|
Chantilly, VA
|
|
182,000
|
|
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General Office
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Herndon, VA
|
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139,000
|
|
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General Office
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Hanover, MD
|
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126,000
|
|
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General Office and Warehouse
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Fayetteville, NC
|
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108,000
|
|
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General Office and Warehouse
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Stafford, VA
|
|
100,000
|
|
|
General Office and Warehouse
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Falls Church/Vienna, VA
|
|
96,000
|
|
|
General Office
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Arlington, VA
|
|
90,000
|
|
|
General Office
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Fairfax, VA
|
|
84,000
|
|
|
General Office
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BelCamp, MD
|
|
63,000
|
|
|
General Office
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Springfield, VA
|
|
55,000
|
|
|
General Office and Warehouse
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Lorton, VA
|
|
51,000
|
|
|
General Office and Warehouse
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Lexington Park, MD
|
|
43,000
|
|
|
General Office
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Huntsville, AL
|
|
38,000
|
|
|
General Office and Lab
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Warren, MI
|
|
38,000
|
|
|
General Office and Warehouse
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Miami, FL
|
|
29,000
|
|
|
General Office and Warehouse
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Fairmont, WV
|
|
25,000
|
|
|
General Office
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Sarasota, FL
|
|
20,000
|
|
|
General Office
|
Foreign Locations
|
|
4,000
|
|
|
General Office
|
Other Locations
|
|
363,000
|
|
|
General Office and Warehouse
|
Item 3.
|
Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
2011
|
|
High
|
|
Low
|
First Quarter
|
|
$44.57
|
|
$38.76
|
Second Quarter
|
|
$45.53
|
|
$41.45
|
Third Quarter
|
|
$46.26
|
|
$29.33
|
Fourth Quarter
|
|
$38.19
|
|
$29.79
|
|
|
|
|
|
2010
|
|
High
|
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Low
|
First Quarter
|
|
$51.83
|
|
$43.75
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Second Quarter
|
|
$51.00
|
|
$41.95
|
Third Quarter
|
|
$42.63
|
|
$34.69
|
Fourth Quarter
|
|
$42.20
|
|
$38.56
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Period
|
|
Total Number of Shares Purchased(1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs
|
|||||
January 1 to January 31, 2011
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
February 1 to February 28, 2011
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
March 1 to March 31, 2011
|
|
1,073
|
|
|
$
|
41.45
|
|
|
—
|
|
|
—
|
|
April 1 to April 30, 2011
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
May 1 to May 31, 2011
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
June 1 to June 30, 2011
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
July 1 to July 31, 2011
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
August 1 to August 31, 2011
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
September 1 to September 30, 2011
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
October 1 to October 31, 2011
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
November 1 to November 30, 2011
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
December 1 to December 31, 2011
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||
(1) As allowed under the terms of our 2011 Management Incentive Plan, ManTech accepted shares of its common stock in the month ended March 31, 2011 from employees for tax withholdings in connection with the vesting of restricted stock. Such shares of common stock are settled at cost and held as treasury shares to be used for general corporate purposes.
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Item 6.
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Selected Financial Data
|
|
Year Ended December 31,
|
||||||||||||||||||
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2011 (a)
|
|
2010 (b)
|
|
2009 (c)
|
|
2008 (d)
|
|
2007 (e)
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
2,869,982
|
|
|
$
|
2,604,038
|
|
|
$
|
2,020,334
|
|
|
$
|
1,870,879
|
|
|
$
|
1,448,098
|
|
Cost of services
|
2,453,679
|
|
|
2,208,631
|
|
|
1,668,763
|
|
|
1,565,198
|
|
|
1,214,150
|
|
|||||
General and administrative expenses
|
188,949
|
|
|
180,267
|
|
|
172,492
|
|
|
152,323
|
|
|
120,244
|
|
|||||
Operating income
|
227,354
|
|
|
215,140
|
|
|
179,079
|
|
|
153,358
|
|
|
113,704
|
|
|||||
Interest expense
|
(15,791
|
)
|
|
(12,567
|
)
|
|
(1,141
|
)
|
|
(3,978
|
)
|
|
(5,103
|
)
|
|||||
Interest income
|
332
|
|
|
361
|
|
|
215
|
|
|
812
|
|
|
1,261
|
|
|||||
Other income (expense), net
|
3,607
|
|
|
(483
|
)
|
|
355
|
|
|
(233
|
)
|
|
263
|
|
|||||
Income from continuing operations before income taxes
|
215,502
|
|
|
202,451
|
|
|
178,508
|
|
|
149,959
|
|
|
110,125
|
|
|||||
Provision for income taxes
|
(82,196
|
)
|
|
(77,355
|
)
|
|
(66,744
|
)
|
|
(59,667
|
)
|
|
(42,798
|
)
|
|||||
Income from continuing operations
|
133,306
|
|
|
125,096
|
|
|
111,764
|
|
|
90,292
|
|
|
67,327
|
|
|||||
(Loss) gain from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(458
|
)
|
|||||
Gain on disposal of discontinued operation, net of taxes (sold to CEO)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
338
|
|
|||||
Net income
|
$
|
133,306
|
|
|
$
|
125,096
|
|
|
$
|
111,764
|
|
|
$
|
90,292
|
|
|
$
|
67,207
|
|
Basic earnings per share from continuing operations - Class A and B (f)
|
$
|
3.64
|
|
|
$
|
3.45
|
|
|
$
|
3.13
|
|
|
$
|
2.58
|
|
|
$
|
1.97
|
|
Diluted earnings per share from continuing operations - Class A and B (f)
|
$
|
3.63
|
|
|
$
|
3.43
|
|
|
$
|
3.11
|
|
|
$
|
2.55
|
|
|
$
|
1.95
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
114,483
|
|
|
$
|
84,829
|
|
|
$
|
86,190
|
|
|
$
|
4,375
|
|
|
$
|
8,048
|
|
Working capital
|
$
|
300,366
|
|
|
$
|
282,496
|
|
|
$
|
276,087
|
|
|
$
|
140,744
|
|
|
$
|
68,409
|
|
Total assets
|
$
|
1,760,206
|
|
|
$
|
1,590,477
|
|
|
$
|
1,100,747
|
|
|
$
|
1,021,712
|
|
|
$
|
937,503
|
|
Long-term debt
|
$
|
200,000
|
|
|
$
|
200,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,000
|
|
Total stockholders' equity
|
$
|
1,089,257
|
|
|
$
|
966,343
|
|
|
$
|
817,465
|
|
|
$
|
680,536
|
|
|
$
|
551,305
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow from operating activities
|
$
|
221,355
|
|
|
$
|
171,445
|
|
|
$
|
132,247
|
|
|
$
|
127,266
|
|
|
$
|
63,324
|
|
Cash flow from investing activities
|
$
|
(165,475
|
)
|
|
$
|
(382,161
|
)
|
|
$
|
(20,014
|
)
|
|
$
|
(39,162
|
)
|
|
$
|
(275,286
|
)
|
Cash flow from financing activities
|
$
|
(26,226
|
)
|
|
$
|
209,355
|
|
|
$
|
(30,418
|
)
|
|
$
|
(91,777
|
)
|
|
$
|
178,500
|
|
(a)
|
(b)
|
(c)
|
(d)
|
On November 28, 2008, we acquired EWA Services, Inc. (EWA) for $12.4 million, which includes a $0.4 million working capital adjustment. EWA added $1.8 million in revenues to our 2008 results.
|
(e)
|
On December 18, 2007, we acquired McDonald Bradley, Inc. (MBI) for $78.9 million, which includes $0.4 million in transaction fees. MBI added $1.2 million in revenues to our 2007 results.
|
(f)
|
The holders of each share of Class A common stock are entitled to one vote per share and holders of each share of Class B common stock are entitled to ten votes per share. For more information on earnings per share including the two class method, see
Note 4
to our consolidated financial statements in
Item 8
.
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Year Ended December 31,
|
|||||||
|
2011
|
|
2010
|
|
2009
|
|||
Department of Defense and intelligence agencies
|
96.6
|
%
|
|
95.8
|
%
|
|
95.0
|
%
|
Federal civilian agencies
|
2.6
|
%
|
|
2.9
|
%
|
|
3.2
|
%
|
State agencies, international agencies and commercial entities
|
0.8
|
%
|
|
1.3
|
%
|
|
1.8
|
%
|
Total Revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Year Ended December 31,
|
|||||||
|
2011
|
|
2010
|
|
2009
|
|||
Prime contract revenues
|
85.6
|
%
|
|
75.9
|
%
|
|
64.8
|
%
|
Subcontract revenues
|
14.4
|
%
|
|
24.1
|
%
|
|
35.2
|
%
|
Total Revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Year Ended December 31,
|
|
Year-to-Year Change
|
|||||||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2010 to 2011
|
|||||||||||
|
Dollars
|
|
Percentages
|
|
Dollars
|
|
Percent
|
|||||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
REVENUES
|
$
|
2,869,982
|
|
|
$
|
2,604,038
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
$
|
265,944
|
|
|
10.2
|
%
|
Cost of services
|
2,453,679
|
|
|
2,208,631
|
|
|
85.5
|
%
|
|
84.8
|
%
|
|
245,048
|
|
|
11.1
|
%
|
|||
General and administrative expenses
|
188,949
|
|
|
180,267
|
|
|
6.6
|
%
|
|
6.9
|
%
|
|
8,682
|
|
|
4.8
|
%
|
|||
OPERATING INCOME
|
227,354
|
|
|
215,140
|
|
|
7.9
|
%
|
|
8.3
|
%
|
|
12,214
|
|
|
5.7
|
%
|
|||
Interest expense
|
(15,791
|
)
|
|
(12,567
|
)
|
|
0.5
|
%
|
|
0.5
|
%
|
|
(3,224
|
)
|
|
25.7
|
%
|
|||
Interest income
|
332
|
|
|
361
|
|
|
—
|
%
|
|
—
|
%
|
|
(29
|
)
|
|
(8.0
|
)%
|
|||
Other income (expense), net
|
3,607
|
|
|
(483
|
)
|
|
0.1
|
%
|
|
—
|
%
|
|
4,090
|
|
|
846.8
|
%
|
|||
INCOME FROM OPERATIONS BEFORE INCOME TAXES
|
215,502
|
|
|
202,451
|
|
|
7.5
|
%
|
|
7.8
|
%
|
|
13,051
|
|
|
6.4
|
%
|
|||
Provision for income taxes
|
(82,196
|
)
|
|
(77,355
|
)
|
|
2.9
|
%
|
|
3.0
|
%
|
|
(4,841
|
)
|
|
6.3
|
%
|
|||
NET INCOME
|
$
|
133,306
|
|
|
$
|
125,096
|
|
|
4.6
|
%
|
|
4.8
|
%
|
|
$
|
8,210
|
|
|
6.6
|
%
|
|
Year Ended December 31,
|
|
Year-to-Year Change
|
|||||||||||||||||
|
2010
|
|
2009
|
|
2010
|
|
2009
|
|
2009 to 2010
|
|||||||||||
|
Dollars
|
|
Percentages
|
|
Dollars
|
|
Percent
|
|||||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
REVENUES
|
$
|
2,604,038
|
|
|
$
|
2,020,334
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
$
|
583,704
|
|
|
28.9
|
%
|
Cost of services
|
2,208,631
|
|
|
1,668,763
|
|
|
84.8
|
%
|
|
82.6
|
%
|
|
539,868
|
|
|
32.4
|
%
|
|||
General and administrative expenses
|
180,267
|
|
|
172,492
|
|
|
6.9
|
%
|
|
8.5
|
%
|
|
7,775
|
|
|
4.5
|
%
|
|||
OPERATING INCOME
|
215,140
|
|
|
179,079
|
|
|
8.3
|
%
|
|
8.9
|
%
|
|
36,061
|
|
|
20.1
|
%
|
|||
Interest expense
|
(12,567
|
)
|
|
(1,141
|
)
|
|
0.5
|
%
|
|
0.1
|
%
|
|
(11,426
|
)
|
|
1,001.4
|
%
|
|||
Interest income
|
361
|
|
|
215
|
|
|
—
|
%
|
|
—
|
%
|
|
146
|
|
|
67.9
|
%
|
|||
Other income (expense), net
|
(483
|
)
|
|
355
|
|
|
—
|
%
|
|
—
|
%
|
|
(838
|
)
|
|
(236.1
|
)%
|
|||
INCOME FROM OPERATIONS BEFORE INCOME TAXES
|
202,451
|
|
|
178,508
|
|
|
7.8
|
%
|
|
8.8
|
%
|
|
23,943
|
|
|
13.4
|
%
|
|||
Provision for income taxes
|
(77,355
|
)
|
|
(66,744
|
)
|
|
3.0
|
%
|
|
3.3
|
%
|
|
(10,611
|
)
|
|
15.9
|
%
|
|||
NET INCOME
|
$
|
125,096
|
|
|
$
|
111,764
|
|
|
4.8
|
%
|
|
5.5
|
%
|
|
$
|
13,332
|
|
|
11.9
|
%
|
•
|
The U.S. Army's Tank-automotive and Armaments Command (TACOM) to continue providing logistics sustainment and support for the U.S. Military's Mine Resistant Ambush Protected (MRAP) Family of Vehicles.
|
•
|
The Department of Defense AMBIANCE program, to provide full spectrum system integration services that support its analytic modernization efforts.
|
•
|
The Naval Air Warfare Center Aircraft Division (NAWCAD) with a full range of research and development, design, integration and implementation support for the National Capital Region's fixed, deployable and mobile systems and provide the Special Communications Requirements (SCR) Division with services essential to meet quick-reaction mission functions.
|
•
|
The Space and Naval Warfare Systems Center Atlantic multiple award contract to provide scientific engineering and administrative support services to the Defense Advanced Research Project Agency (DARPA) Tactical Technology Office.
|
•
|
The Department of Justice (DOJ) Information Technology Support Services (ITSS-4) multiple award ID/IQ contract, to provide a wide range of lifecycle IT-related tasks and processes, including systems development,
|
•
|
The Office of the Secretary of Defense (OSD), Director Developmental Test and Evaluation multiple award contract to provide engineering and test and evaluation (T&E) services.
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in thousands)
|
||||||||||
Net cash flow from operating activities
|
$
|
221,355
|
|
|
$
|
171,445
|
|
|
$
|
132,247
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in thousands)
|
||||||||||
Net cash flow from investing activities
|
$
|
(165,475
|
)
|
|
$
|
(382,161
|
)
|
|
$
|
(20,014
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in thousands)
|
||||||||||
Net cash flow from financing activities
|
$
|
(26,226
|
)
|
|
$
|
209,355
|
|
|
$
|
(30,418
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in thousands)
|
||||||||||
Borrowings under revolving credit facility
|
$
|
—
|
|
|
$
|
287,700
|
|
|
$
|
529,125
|
|
Repayment of borrowings under revolving credit facility
|
$
|
—
|
|
|
$
|
287,700
|
|
|
$
|
573,225
|
|
|
|
Payments Due By Period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
Debt obligations (1)
|
|
$
|
200,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
200,000
|
|
Interest on fixed rate debt (1)
|
|
94,250
|
|
|
14,500
|
|
|
29,000
|
|
|
29,000
|
|
|
21,750
|
|
|||||
Operating lease obligations (2)
|
|
227,833
|
|
|
30,545
|
|
|
49,773
|
|
|
40,061
|
|
|
107,454
|
|
|||||
Other long-term liabilities (3)
|
|
7,871
|
|
|
234
|
|
|
3,682
|
|
|
1,276
|
|
|
2,679
|
|
|||||
Accrued defined benefit obligations (4)
|
|
1,532
|
|
|
152
|
|
|
294
|
|
|
276
|
|
|
810
|
|
|||||
Total
|
|
$
|
531,486
|
|
|
$
|
45,431
|
|
|
$
|
82,749
|
|
|
$
|
70,613
|
|
|
$
|
332,693
|
|
(1)
|
See Note 8 to our consolidated financial statements in Item 8 for additional information regarding debt and related matters.
|
(2)
|
Operating lease obligations have been reduced for the related amount disclosed in other long-term liabilities as deferred rent (see below). See Note 9 to our consolidated financial statements in Item 8 for additional information regarding operating leases.
|
(3)
|
Other long-term liabilities at
December 31, 2011
included approximately $
5.9
million of deferred rent liabilities resulting from recording rent expenses on a straight-line basis over the life of the respective lease. Also included in other long-term liabilities is a gross unrecognized tax benefit liability of $
1.4
million.
|
(4)
|
Accrued defined benefit obligation includes approximately $1.5 million of unfunded pension obligations related to nonqualified supplemental defined benefit pension plans for certain retired employees of an acquired company. The amounts above are subject to change based on actuarial as well as the vital status of participants. This obligation is included in the accrued retirement amount on our consolidated balance sheets. In addition, the accrued retirement amount on our consolidated balance sheets includes amounts for one non-qualified deferred compensation plan for certain highly compensated employees. The funds deferred by the employees are invested and these investment assets are maintained in rabbi trusts. The rabbi trusts' assets are reflected in the Employee Supplemental Savings Plan Assets on our consolidated balance sheets. Because these liabilities will be satisfied by assets held in rabbi trusts, the amounts have been excluded from the above table.
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
Index to Consolidated Financial Statements
|
Page(s)
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets as of December 31, 2011 and 2010
|
|
Consolidated Statements of Income for the years ended December 31, 2011, 2010 and 2009
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2011, 2010 and 2009
|
|
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2011, 2010 and 2009
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009
|
|
Notes to Consolidated Financial Statements
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
REVENUES
|
$
|
2,869,982
|
|
|
$
|
2,604,038
|
|
|
$
|
2,020,334
|
|
Cost of services
|
2,453,679
|
|
|
2,208,631
|
|
|
1,668,763
|
|
|||
General and administrative expenses
|
188,949
|
|
|
180,267
|
|
|
172,492
|
|
|||
OPERATING INCOME
|
227,354
|
|
|
215,140
|
|
|
179,079
|
|
|||
Interest expense
|
(15,791
|
)
|
|
(12,567
|
)
|
|
(1,141
|
)
|
|||
Interest income
|
332
|
|
|
361
|
|
|
215
|
|
|||
Other income (expense), net
|
3,607
|
|
|
(483
|
)
|
|
355
|
|
|||
INCOME FROM OPERATIONS BEFORE INCOME TAXES
|
215,502
|
|
|
202,451
|
|
|
178,508
|
|
|||
Provision for income taxes
|
(82,196
|
)
|
|
(77,355
|
)
|
|
(66,744
|
)
|
|||
NET INCOME
|
$
|
133,306
|
|
|
$
|
125,096
|
|
|
$
|
111,764
|
|
|
|
|
|
|
|
||||||
BASIC EARNINGS PER SHARE:
|
|
|
|
|
|
||||||
Class A basic earnings per share
|
$
|
3.64
|
|
|
$
|
3.45
|
|
|
$
|
3.13
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
23,415
|
|
|
22,847
|
|
|
21,980
|
|
|||
|
|
|
|
|
|
||||||
Class B basic earnings per share
|
$
|
3.64
|
|
|
$
|
3.45
|
|
|
$
|
3.13
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
13,233
|
|
|
13,367
|
|
|
13,707
|
|
|||
|
|
|
|
|
|
||||||
DILUTED EARNINGS PER SHARE:
|
|
|
|
|
|
||||||
Class A diluted earnings per share
|
$
|
3.63
|
|
|
$
|
3.43
|
|
|
$
|
3.11
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
23,530
|
|
|
23,054
|
|
|
22,278
|
|
|||
|
|
|
|
|
|
||||||
Class B diluted earnings per share
|
$
|
3.63
|
|
|
$
|
3.43
|
|
|
$
|
3.11
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
13,233
|
|
|
13,367
|
|
|
13,707
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
NET INCOME
|
$
|
133,306
|
|
|
$
|
125,096
|
|
|
$
|
111,764
|
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS):
|
|
|
|
|
|
||||||
Translation adjustments, net of tax
|
(80
|
)
|
|
(70
|
)
|
|
(32
|
)
|
|||
Actuarial gain (loss) on defined benefit pension plans, net of tax
|
(76
|
)
|
|
87
|
|
|
—
|
|
|||
Total other comprehensive income (loss)
|
(156
|
)
|
|
17
|
|
|
(32
|
)
|
|||
COMPREHENSIVE INCOME
|
$
|
133,150
|
|
|
$
|
125,113
|
|
|
$
|
111,732
|
|
|
December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Common Stock, Class A
|
|
|
|
|
|
||||||
At beginning of year
|
$
|
234
|
|
|
$
|
226
|
|
|
$
|
218
|
|
Stock option exercises
|
3
|
|
|
4
|
|
|
4
|
|
|||
Conversion Class B to Class A common stock
|
1
|
|
|
3
|
|
|
4
|
|
|||
Contribution of Class A common stock to Employee Stock Ownership Plan
|
1
|
|
|
1
|
|
|
—
|
|
|||
At end of year
|
239
|
|
|
234
|
|
|
226
|
|
|||
Common Stock, Class B
|
|
|
|
|
|
||||||
At beginning of year
|
133
|
|
|
136
|
|
|
140
|
|
|||
Conversion Class B to Class A common stock
|
(1
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|||
At end of year
|
132
|
|
|
133
|
|
|
136
|
|
|||
Additional Paid-In Capital
|
|
|
|
|
|
||||||
At beginning of year
|
385,407
|
|
|
362,730
|
|
|
336,454
|
|
|||
Stock compensation expense
|
9,170
|
|
|
7,443
|
|
|
8,289
|
|
|||
Stock option exercises
|
8,183
|
|
|
13,803
|
|
|
12,557
|
|
|||
Contribution of Class A common stock to Employee Stock Ownership Plan
|
3,559
|
|
|
1,796
|
|
|
4,333
|
|
|||
Tax benefit (deficiency) from the exercise of stock options
|
(236
|
)
|
|
(365
|
)
|
|
1,097
|
|
|||
At end of year
|
406,083
|
|
|
385,407
|
|
|
362,730
|
|
|||
Treasury Stock, at cost
|
|
|
|
|
|
||||||
At beginning of year
|
(9,114
|
)
|
|
(9,114
|
)
|
|
(9,114
|
)
|
|||
Treasury stock acquired
|
(44
|
)
|
|
—
|
|
|
—
|
|
|||
At end of year
|
(9,158
|
)
|
|
(9,114
|
)
|
|
(9,114
|
)
|
|||
Retained Earnings
|
|
|
|
|
|
||||||
At beginning of year
|
589,838
|
|
|
464,742
|
|
|
352,978
|
|
|||
Net income
|
133,306
|
|
|
125,096
|
|
|
111,764
|
|
|||
Dividends
|
(30,872
|
)
|
|
—
|
|
|
—
|
|
|||
At end of year
|
692,272
|
|
|
589,838
|
|
|
464,742
|
|
|||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
||||||
At beginning of year
|
(155
|
)
|
|
(172
|
)
|
|
(140
|
)
|
|||
Translation adjustments, net of tax
|
(80
|
)
|
|
(70
|
)
|
|
(32
|
)
|
|||
Actuarial gain (loss) on defined benefit pension plans, net of tax
|
(76
|
)
|
|
87
|
|
|
—
|
|
|||
At end of year
|
(311
|
)
|
|
(155
|
)
|
|
(172
|
)
|
|||
Unearned Employee Stock Ownership Plan Shares
|
|
|
|
|
|
||||||
At beginning of year
|
—
|
|
|
(1,083
|
)
|
|
—
|
|
|||
(Increase) decrease
|
—
|
|
|
1,083
|
|
|
(1,083
|
)
|
|||
At end of year
|
—
|
|
|
—
|
|
|
(1,083
|
)
|
|||
Total Stockholders' Equity
|
$
|
1,089,257
|
|
|
$
|
966,343
|
|
|
$
|
817,465
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
133,306
|
|
|
$
|
125,096
|
|
|
$
|
111,764
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Stock-based compensation
|
9,170
|
|
|
7,443
|
|
|
8,289
|
|
|||
Excess tax benefits from the exercise of stock options
|
(351
|
)
|
|
(545
|
)
|
|
(1,121
|
)
|
|||
Gain on sale of investments
|
(3,745
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
(3,259
|
)
|
|
4,688
|
|
|
(201
|
)
|
|||
Depreciation and amortization
|
55,189
|
|
|
28,878
|
|
|
17,747
|
|
|||
Change in assets and liabilities—net of effects from acquired businesses:
|
|
|
|
|
|
||||||
Receivables-net
|
6,131
|
|
|
(36,226
|
)
|
|
9,296
|
|
|||
Prepaid expenses and other
|
(5,179
|
)
|
|
(4,770
|
)
|
|
4,640
|
|
|||
Accounts payable and accrued expenses
|
(1,907
|
)
|
|
39,643
|
|
|
997
|
|
|||
Accrued salaries and related expenses
|
5,261
|
|
|
2,029
|
|
|
(20,050
|
)
|
|||
Billings in excess of revenue earned
|
23,846
|
|
|
3,381
|
|
|
(714
|
)
|
|||
Accrued retirement
|
366
|
|
|
1,550
|
|
|
6,103
|
|
|||
Other
|
2,527
|
|
|
278
|
|
|
(4,503
|
)
|
|||
Net cash flow from operating activities
|
221,355
|
|
|
171,445
|
|
|
132,247
|
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Acquisition of businesses, net of cash acquired
|
(109,043
|
)
|
|
(368,853
|
)
|
|
(13,775
|
)
|
|||
Purchases of property and equipment
|
(54,460
|
)
|
|
(10,257
|
)
|
|
(4,021
|
)
|
|||
Investment in capitalized software for internal use
|
(5,227
|
)
|
|
(3,051
|
)
|
|
(2,218
|
)
|
|||
Proceeds from sale of investment
|
3,255
|
|
|
—
|
|
|
—
|
|
|||
Net cash flow from investing activities
|
(165,475
|
)
|
|
(382,161
|
)
|
|
(20,014
|
)
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Dividends paid
|
(30,846
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
8,186
|
|
|
13,807
|
|
|
12,561
|
|
|||
Debt issuance costs
|
(3,873
|
)
|
|
(4,997
|
)
|
|
—
|
|
|||
Excess tax benefits from the exercise of stock options
|
351
|
|
|
545
|
|
|
1,121
|
|
|||
Treasury stock acquired
|
(44
|
)
|
|
—
|
|
|
—
|
|
|||
Issuance of senior unsecured notes
|
—
|
|
|
200,000
|
|
|
—
|
|
|||
Net repayments under the revolving credit facility
|
—
|
|
|
—
|
|
|
(44,100
|
)
|
|||
Net cash flow from financing activities
|
(26,226
|
)
|
|
209,355
|
|
|
(30,418
|
)
|
|||
|
|
|
|
|
|
||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
29,654
|
|
|
(1,361
|
)
|
|
81,815
|
|
|||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
84,829
|
|
|
86,190
|
|
|
4,375
|
|
|||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
114,483
|
|
|
$
|
84,829
|
|
|
$
|
86,190
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
15,357
|
|
|
$
|
8,908
|
|
|
$
|
868
|
|
Noncash financing activities:
|
|
|
|
|
|
||||||
Employee Stock Ownership Plan Contributions
|
$
|
4,103
|
|
|
$
|
1,923
|
|
|
$
|
3,937
|
|
Cash and cash equivalents
|
$
|
5,310
|
|
Receivables
|
69,870
|
|
|
Prepaid expenses and other
|
1,033
|
|
|
Property and equipment
|
357
|
|
|
Other intangibles
|
93,289
|
|
|
Other assets
|
65
|
|
|
Goodwill
|
143,772
|
|
|
Accounts payable and accrued expenses
|
(69,185
|
)
|
|
Accrued salaries and related expenses
|
(3,087
|
)
|
|
Other long-term liabilities
|
(62
|
)
|
|
Purchase price
|
$
|
241,362
|
|
|
Year Ended
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Revenues
|
$
|
2,933,759
|
|
|
$
|
2,810,682
|
|
Net income
|
$
|
135,990
|
|
|
$
|
131,170
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Numerator for net income per Class A and Class B common stock:
|
|
|
|
|
|
||||||
Distributed earnings
|
$
|
30,872
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Undistributed earnings
|
$
|
102,434
|
|
|
$
|
125,096
|
|
|
$
|
111,764
|
|
Net income
|
$
|
133,306
|
|
|
$
|
125,096
|
|
|
$
|
111,764
|
|
|
|
|
|
|
|
||||||
Numerator for basic net income Class A common stock
|
$
|
85,172
|
|
|
$
|
78,921
|
|
|
$
|
68,837
|
|
Numerator for basic net income Class B common stock
|
$
|
48,134
|
|
|
$
|
46,175
|
|
|
$
|
42,927
|
|
|
|
|
|
|
|
||||||
Numerator for diluted net income Class A common stock
|
$
|
85,323
|
|
|
$
|
79,183
|
|
|
$
|
69,192
|
|
Numerator for diluted net income Class B common stock
|
$
|
47,983
|
|
|
$
|
45,913
|
|
|
$
|
42,572
|
|
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
|
|
|
|
|
||||||
Class A common stock
|
23,415
|
|
|
22,847
|
|
|
21,980
|
|
|||
Class B common stock
|
13,233
|
|
|
13,367
|
|
|
13,707
|
|
|||
|
|
|
|
|
|
||||||
Effect of potential exercise of stock options
|
|
|
|
|
|
||||||
Class A common stock
|
115
|
|
|
207
|
|
|
298
|
|
|||
Class B common stock
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Diluted weighted average common shares outstanding - Class A
|
23,530
|
|
|
23,054
|
|
|
22,278
|
|
|||
|
|
|
|
|
|
||||||
Diluted weighted average common shares outstanding - Class B
|
13,233
|
|
|
13,367
|
|
|
13,707
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Billed receivables
|
$
|
422,954
|
|
|
$
|
411,018
|
|
Unbilled receivables:
|
|
|
|
||||
Amounts billable
|
101,997
|
|
|
103,752
|
|
||
Revenues recorded in excess of funding
|
19,982
|
|
|
16,508
|
|
||
Retainage
|
5,264
|
|
|
6,433
|
|
||
Allowance for doubtful accounts
|
(9,729
|
)
|
|
(8,946
|
)
|
||
Total receivables, net
|
$
|
540,468
|
|
|
$
|
528,765
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Furniture and equipment
|
$
|
88,623
|
|
|
$
|
39,271
|
|
Leasehold improvements
|
23,345
|
|
|
21,948
|
|
||
|
111,968
|
|
|
61,219
|
|
||
Less: Accumulated depreciation and amortization
|
(64,533
|
)
|
|
(34,133
|
)
|
||
Total property and equipment, net
|
$
|
47,435
|
|
|
$
|
27,086
|
|
|
Goodwill Balance
|
||
Net amount at December 31, 2009
|
$
|
488,217
|
|
Acquisition-STI
|
143,772
|
|
|
Acquisition-S&IS
|
40,169
|
|
|
Acquisition-MTCSC
|
57,400
|
|
|
Net amount at December 31, 2010
|
$
|
729,558
|
|
Additional consideration for the acquisition of S&IS
|
148
|
|
|
Additional consideration for the acquisition of MTCSC
|
2,694
|
|
|
Acquisition-TranTech
|
14,601
|
|
|
Acquisition-WINS
|
62,242
|
|
|
Other
|
(788
|
)
|
|
Net amount at December 31, 2011
|
$
|
808,455
|
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Other intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contract and program intangibles
|
$
|
243,082
|
|
|
$
|
75,351
|
|
|
$
|
167,731
|
|
|
$
|
219,382
|
|
|
$
|
57,754
|
|
|
$
|
161,628
|
|
Capitalized software cost for sale
|
3,729
|
|
|
3,729
|
|
|
—
|
|
|
3,729
|
|
|
3,729
|
|
|
—
|
|
||||||
Capitalized software cost for internal use
|
27,231
|
|
|
17,230
|
|
|
10,001
|
|
|
21,400
|
|
|
14,578
|
|
|
6,822
|
|
||||||
Other
|
58
|
|
|
26
|
|
|
32
|
|
|
58
|
|
|
21
|
|
|
37
|
|
||||||
Total other intangibles, net
|
$
|
274,100
|
|
|
$
|
96,336
|
|
|
$
|
177,764
|
|
|
$
|
244,569
|
|
|
$
|
76,082
|
|
|
$
|
168,487
|
|
Years ending:
|
|
||
December 31, 2012
|
$
|
18,309
|
|
December 31, 2013
|
$
|
17,432
|
|
December 31, 2014
|
$
|
15,603
|
|
December 31, 2015
|
$
|
13,942
|
|
December 31, 2016
|
$
|
12,043
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
7.25% senior unsecured notes
|
200,000
|
|
|
200,000
|
|
||
Long-term debt
|
$
|
200,000
|
|
|
$
|
200,000
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(in thousands)
|
||||||||||
Borrowings under revolving credit facility
|
$
|
—
|
|
|
$
|
287,700
|
|
|
$
|
529,125
|
|
Repayment of borrowings under revolving credit facility
|
$
|
—
|
|
|
$
|
287,700
|
|
|
$
|
573,225
|
|
|
Office Space
|
|
Equipment
|
|
Total
|
||||||
Year ending:
|
|
|
|
|
|
||||||
December 31, 2012
|
$
|
29,584
|
|
|
$
|
961
|
|
|
$
|
30,545
|
|
December 31, 2013
|
27,813
|
|
|
767
|
|
|
28,580
|
|
|||
December 31, 2014
|
23,415
|
|
|
28
|
|
|
23,443
|
|
|||
December 31, 2015
|
21,404
|
|
|
9
|
|
|
21,413
|
|
|||
December 31, 2016
|
19,661
|
|
|
—
|
|
|
19,661
|
|
|||
Thereafter
|
110,072
|
|
|
—
|
|
|
110,072
|
|
|||
Total
|
$
|
231,949
|
|
|
$
|
1,765
|
|
|
$
|
233,714
|
|
|
Year Ended December 31,
|
|||||||
|
2011
|
|
2010
|
|
2009
|
|||
Volatility
|
35.08
|
%
|
|
39.02
|
%
|
|
40.13
|
%
|
Expected life of options (in years)
|
2.98
|
|
|
2.95
|
|
|
2.92
|
|
Risk-free interest rate
|
0.81
|
%
|
|
1.25
|
%
|
|
1.48
|
%
|
Dividend yield
|
0.70
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value
|
|||||
(in thousands)
|
||||||||||
Shares under option, December 31, 2008
|
1,961,149
|
|
|
$
|
35.75
|
|
|
|
||
Options granted
|
1,359,500
|
|
|
$
|
47.65
|
|
|
|
||
Options exercised
|
(394,949
|
)
|
|
$
|
31.81
|
|
|
$
|
6,529
|
|
Options cancelled and expired
|
(207,517
|
)
|
|
$
|
42.34
|
|
|
|
||
Shares under option, December 31, 2009
|
2,718,183
|
|
|
$
|
41.85
|
|
|
$
|
17,643
|
|
Options granted
|
944,500
|
|
|
$
|
46.50
|
|
|
|
||
Options exercised
|
(391,176
|
)
|
|
$
|
35.30
|
|
|
$
|
4,224
|
|
Options cancelled and expired
|
(798,250
|
)
|
|
$
|
49.42
|
|
|
|
||
Shares under option, December 31, 2010
|
2,473,257
|
|
|
$
|
42.22
|
|
|
$
|
7,731
|
|
Options granted
|
986,000
|
|
|
$
|
38.56
|
|
|
|
||
Options exercised
|
(271,165
|
)
|
|
$
|
27.94
|
|
|
$
|
3,087
|
|
Options cancelled and expired
|
(301,982
|
)
|
|
$
|
45.07
|
|
|
|
||
Shares under option, December 31, 2011
|
2,886,110
|
|
|
$
|
41.14
|
|
|
$
|
1,096
|
|
|
Number of Shares
|
|
Weighted Average Fair Value
|
|||
Non-vested stock options at December 31, 2010
|
1,459,008
|
|
|
$
|
12.77
|
|
Options granted
|
986,000
|
|
|
$
|
9.14
|
|
Vested during period
|
(609,419
|
)
|
|
$
|
12.75
|
|
Options cancelled
|
(216,334
|
)
|
|
$
|
12.32
|
|
Non-vested shares under option, December 31, 2011
|
1,619,255
|
|
|
$
|
10.47
|
|
|
Options Exercisable
|
|
Weighted Average Remaining Contractual Life (years)
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value
|
||||||
|
|
|
(in thousands)
|
||||||||||
Stock options exercisable
|
1,266,855
|
|
|
2.1
|
|
|
$
|
41.49
|
|
|
$
|
1,096
|
|
Stock options expected to vest
|
1,444,696
|
|
|
3.8
|
|
|
$
|
41.78
|
|
|
$
|
—
|
|
Options exercisable and expected to vest
|
2,711,551
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
Grant Date Fair Value
|
|||
|
(in thousands)
|
|||||
Non-vested, December 31, 2009
|
—
|
|
|
|
||
Granted
|
51,000
|
|
|
$
|
2,447
|
|
Vested
|
—
|
|
|
|
||
Forfeited
|
(25,000
|
)
|
|
$
|
1,196
|
|
Non-vested, December 31, 2010
|
26,000
|
|
|
|
||
Granted
|
24,000
|
|
|
$
|
1,070
|
|
Vested
|
(19,333
|
)
|
|
$
|
862
|
|
Forfeited
|
—
|
|
|
|
||
Non-vested, December 31, 2011
|
30,667
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Current provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
75,505
|
|
|
$
|
63,195
|
|
|
$
|
57,773
|
|
State
|
10,601
|
|
|
9,108
|
|
|
7,668
|
|
|||
Foreign
|
293
|
|
|
348
|
|
|
313
|
|
|||
|
86,399
|
|
|
72,651
|
|
|
65,754
|
|
|||
Deferred provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
(3,209
|
)
|
|
3,894
|
|
|
723
|
|
|||
State
|
(97
|
)
|
|
983
|
|
|
(996
|
)
|
|||
|
(3,306
|
)
|
|
4,877
|
|
|
(273
|
)
|
|||
Non-current provision (benefit) resulting from allocating tax benefits directly to additional paid in capital and changes in liabilities:
|
|
|
|
|
|
||||||
Federal
|
(787
|
)
|
|
(474
|
)
|
|
1,067
|
|
|||
State
|
(116
|
)
|
|
274
|
|
|
288
|
|
|||
Foreign
|
6
|
|
|
27
|
|
|
(92
|
)
|
|||
|
(897
|
)
|
|
(173
|
)
|
|
1,263
|
|
|||
Total provision for income taxes
|
$
|
82,196
|
|
|
$
|
77,355
|
|
|
$
|
66,744
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Gross deferred tax liabilities:
|
|
|
|
||||
Unbilled receivables
|
$
|
3,560
|
|
|
$
|
9,673
|
|
Goodwill and other assets
|
71,979
|
|
|
59,708
|
|
||
Property and equipment
|
—
|
|
|
2,324
|
|
||
Total deferred tax liabilities
|
75,539
|
|
|
71,705
|
|
||
|
|
|
|
||||
Gross deferred tax assets:
|
|
|
|
||||
Property and equipment
|
(2,753
|
)
|
|
—
|
|
||
Capital and state operating loss carryforwards
|
(86
|
)
|
|
(138
|
)
|
||
Retirement and other liabilities
|
(28,823
|
)
|
|
(26,220
|
)
|
||
Allowance for potential contract losses and other contract reserves
|
(3,728
|
)
|
|
(3,316
|
)
|
||
Total deferred tax assets
|
(35,390
|
)
|
|
(29,674
|
)
|
||
Net deferred tax liabilities
|
$
|
40,149
|
|
|
$
|
42,031
|
|
|
December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Gross unrecognized tax benefits at beginning of year
|
$
|
2,519
|
|
|
$
|
1,680
|
|
|
$
|
1,516
|
|
Increases in tax positions related to prior years
|
87
|
|
|
508
|
|
|
—
|
|
|||
Decreases in tax positions for prior years
|
(71
|
)
|
|
(26
|
)
|
|
(8
|
)
|
|||
Increases in tax positions for current year
|
269
|
|
|
481
|
|
|
343
|
|
|||
Settlements
|
(508
|
)
|
|
—
|
|
|
—
|
|
|||
Lapse in statute of limitations
|
(961
|
)
|
|
(124
|
)
|
|
(171
|
)
|
|||
Acquisitions - increase in tax position for prior years
|
105
|
|
|
—
|
|
|
—
|
|
|||
Gross unrecognized tax benefits at end of year
|
$
|
1,440
|
|
|
$
|
2,519
|
|
|
$
|
1,680
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||
United States
|
$
|
2,861,038
|
|
|
99.7
|
%
|
|
$
|
2,583,600
|
|
|
99.2
|
%
|
|
$
|
1,999,308
|
|
|
99.0
|
%
|
International
|
8,944
|
|
|
0.3
|
%
|
|
20,438
|
|
|
0.8
|
%
|
|
21,026
|
|
|
1.0
|
%
|
|||
Total
|
$
|
2,869,982
|
|
|
100.0
|
%
|
|
$
|
2,604,038
|
|
|
100.0
|
%
|
|
$
|
2,020,334
|
|
|
100.0
|
%
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. Army contract A
|
$
|
487,615
|
|
|
17.0
|
%
|
|
$
|
318,615
|
|
|
12.2
|
%
|
|
$
|
407,656
|
|
|
20.2
|
%
|
All other contracts
|
2,382,367
|
|
|
83.0
|
%
|
|
2,285,423
|
|
|
87.8
|
%
|
|
1,612,678
|
|
|
79.8
|
%
|
|||
Total
|
$
|
2,869,982
|
|
|
100.0
|
%
|
|
$
|
2,604,038
|
|
|
100.0
|
%
|
|
$
|
2,020,334
|
|
|
100.0
|
%
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||
Operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. Army contract A
|
$
|
39,432
|
|
|
17.3
|
%
|
|
$
|
22,748
|
|
|
10.6
|
%
|
|
$
|
21,077
|
|
|
11.8
|
%
|
All other contracts
|
187,922
|
|
|
82.7
|
%
|
|
192,392
|
|
|
89.4
|
%
|
|
158,002
|
|
|
88.2
|
%
|
|||
Total
|
$
|
227,354
|
|
|
100.0
|
%
|
|
$
|
215,140
|
|
|
100.0
|
%
|
|
$
|
179,079
|
|
|
100.0
|
%
|
|
December 31,
|
||||||||||||
|
2011
|
|
2010
|
||||||||||
Receivables, net:
|
|
|
|
|
|
|
|
||||||
U.S. Army contract A
|
$
|
88,359
|
|
|
16.3
|
%
|
|
$
|
25,357
|
|
|
4.8
|
%
|
U.S. Army contract B
|
59,309
|
|
|
11.0
|
%
|
|
6,778
|
|
|
1.3
|
%
|
||
All other contracts
|
392,800
|
|
|
72.7
|
%
|
|
496,630
|
|
|
93.9
|
%
|
||
Total
|
$
|
540,468
|
|
|
100.0
|
%
|
|
$
|
528,765
|
|
|
100.0
|
%
|
|
2011
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Revenues
|
$
|
700,864
|
|
|
$
|
752,673
|
|
|
$
|
734,607
|
|
|
$
|
681,838
|
|
Cost of services
|
599,767
|
|
|
644,647
|
|
|
629,181
|
|
|
580,084
|
|
||||
General and administrative expenses
|
45,242
|
|
|
48,858
|
|
|
46,918
|
|
|
47,931
|
|
||||
Operating income
|
55,855
|
|
|
59,168
|
|
|
58,508
|
|
|
53,823
|
|
||||
Interest expense
|
(3,970
|
)
|
|
(3,979
|
)
|
|
(3,857
|
)
|
|
(3,985
|
)
|
||||
Interest income
|
64
|
|
|
59
|
|
|
107
|
|
|
102
|
|
||||
Other income (expense), net
|
96
|
|
|
3,820
|
|
|
(20
|
)
|
|
(289
|
)
|
||||
Income before provision for income taxes
|
52,045
|
|
|
59,068
|
|
|
54,738
|
|
|
49,651
|
|
||||
Net income
|
$
|
31,903
|
|
|
$
|
36,442
|
|
|
$
|
34,486
|
|
|
$
|
30,475
|
|
|
|
|
|
|
|
|
|
||||||||
Basic net income per share - Class A common stock
|
$
|
0.87
|
|
|
$
|
0.99
|
|
|
$
|
0.94
|
|
|
$
|
0.83
|
|
Weighted average shares outstanding - Class A
|
23,206
|
|
|
23,357
|
|
|
23,513
|
|
|
23,578
|
|
||||
Basic net income per share - Class B common stock
|
$
|
0.87
|
|
|
$
|
0.99
|
|
|
$
|
0.94
|
|
|
$
|
0.83
|
|
Weighted average shares outstanding - Class B
|
13,275
|
|
|
13,271
|
|
|
13,193
|
|
|
13,193
|
|
||||
Diluted net income per share - Class A common stock
|
$
|
0.87
|
|
|
$
|
0.99
|
|
|
$
|
0.94
|
|
|
$
|
0.83
|
|
Weighted average shares outstanding - Class A
|
23,357
|
|
|
23,510
|
|
|
23,607
|
|
|
23,643
|
|
||||
Diluted net income per share - Class B common stock
|
$
|
0.87
|
|
|
$
|
0.99
|
|
|
$
|
0.94
|
|
|
$
|
0.83
|
|
Weighted average shares outstanding - Class B
|
13,275
|
|
|
13,271
|
|
|
13,193
|
|
|
13,193
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
2010
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Revenues
|
$
|
587,557
|
|
|
$
|
661,611
|
|
|
$
|
656,954
|
|
|
$
|
697,916
|
|
Cost of services
|
499,566
|
|
|
562,306
|
|
|
555,318
|
|
|
591,441
|
|
||||
General and administrative expenses
|
42,759
|
|
|
42,776
|
|
|
47,121
|
|
|
47,611
|
|
||||
Operating income
|
45,232
|
|
|
56,529
|
|
|
54,515
|
|
|
58,864
|
|
||||
Interest expense
|
(997
|
)
|
|
(3,598
|
)
|
|
(3,970
|
)
|
|
(4,002
|
)
|
||||
Interest income
|
128
|
|
|
57
|
|
|
51
|
|
|
125
|
|
||||
Other income (expense), net
|
(62
|
)
|
|
(270
|
)
|
|
64
|
|
|
(215
|
)
|
||||
Income before provision for income taxes
|
44,301
|
|
|
52,718
|
|
|
50,660
|
|
|
54,772
|
|
||||
Net income
|
$
|
27,541
|
|
|
$
|
32,167
|
|
|
$
|
31,376
|
|
|
$
|
34,012
|
|
|
|
|
|
|
|
|
|
||||||||
Basic net income per share - Class A common stock
|
$
|
0.76
|
|
|
$
|
0.89
|
|
|
$
|
0.86
|
|
|
$
|
0.94
|
|
Weighted average shares outstanding - Class A
|
22,415
|
|
|
22,872
|
|
|
23,010
|
|
|
23,082
|
|
||||
Basic net income per share - Class B common stock
|
$
|
0.76
|
|
|
$
|
0.89
|
|
|
$
|
0.86
|
|
|
$
|
0.94
|
|
Weighted average shares outstanding - Class B
|
13,605
|
|
|
13,317
|
|
|
13,276
|
|
|
13,275
|
|
||||
Diluted net income per share - Class A common stock
|
$
|
0.76
|
|
|
$
|
0.88
|
|
|
$
|
0.86
|
|
|
$
|
0.93
|
|
Weighted average shares outstanding - Class A
|
22,727
|
|
|
23,126
|
|
|
23,171
|
|
|
23,251
|
|
||||
Diluted net income per share - Class B common stock
|
$
|
0.76
|
|
|
$
|
0.88
|
|
|
$
|
0.86
|
|
|
$
|
0.93
|
|
Weighted average shares outstanding - Class B
|
13,605
|
|
|
13,317
|
|
|
13,276
|
|
|
13,275
|
|
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 and Executive Officers of the Registrant 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
|
|
2,886,110
|
|
|
$
|
41.14
|
|
|
3,093,371
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
2,886,110
|
|
|
$
|
41.14
|
|
|
3,093,371
|
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedule
|
(1)
|
All financial statements:
|
DESCRIPTION
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets as of December 31, 2011 and 2010
|
|
Consolidated Statements of Income for the years ended December 31, 2011, 2010 and 2009
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2011, 2010 and 2009
|
|
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2011, 2010 and 2009
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009
|
|
Notes to Consolidated Financial Statements
|
|
|
|
(2) Financial statement schedule:
|
SCHEDULE
NO.
|
|
DESCRIPTION
|
Schedule II
|
|
Valuation and Qualifying Accounts for the years ended December 31, 2011, 2010 and 2009
|
|
|
MANTECH INTERNATIONAL CORPORATION
|
|
|
|
By:
|
/s/ GEORGE J. PEDERSEN
|
Name:
|
George J. Pedersen
|
Title:
|
Chairman of the Board of Directors
and Chief Executive Officer
(Principal Executive Officer)
|
Date:
|
February 24, 2012
|
Name and Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
GEORGE J. PEDERSEN
|
|
Chairman of the Board of Directors
|
|
February 24, 2012
|
George J. Pedersen
|
|
and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/
KEVIN M. PHILLIPS
|
|
Executive VP and Chief Financial Officer
|
|
February 24, 2012
|
Kevin M. Phillips
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/
JOHN J. FITZGERALD
|
|
Senior VP Finance and Controller
|
|
February 24, 2012
|
John J. Fitzgerald
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/
RICHARD L. ARMITAGE
|
|
Director
|
|
February 24, 2012
|
Richard L. Armitage
|
|
|
|
|
|
|
|
|
|
/s/
MARY K. BUSH
|
|
Director
|
|
February 24, 2012
|
Mary K. Bush
|
|
|
|
|
|
|
|
|
|
/s/
BARRY G. CAMPBELL
|
|
Director
|
|
February 24, 2012
|
Barry G. Campbell
|
|
|
|
|
|
|
|
|
|
/
s
/
WALTER R. FATZINGER, JR.
|
|
Director
|
|
February 24, 2012
|
Walter R. Fatzinger, Jr.
|
|
|
|
|
|
|
|
|
|
/s/
DAVID E. JEREMIAH
|
|
Director
|
|
February 24, 2012
|
David E. Jeremiah
|
|
|
|
|
|
|
|
|
|
/s/
RICHARD J. KERR
|
|
Director
|
|
February 24, 2012
|
Richard J. Kerr
|
|
|
|
|
|
|
|
|
|
/s/
KENNETH A. MINIHAN
|
|
Director
|
|
February 24, 2012
|
Kenneth A. Minihan
|
|
|
|
|
|
|
|
|
|
/s/
STEPHEN W. PORTER
|
|
Director
|
|
February 24, 2012
|
Stephen W. Porter
|
|
|
|
|
|
|
|
|
|
Doubtful Accounts
|
||||||||||||||||
|
Balance at Beginning of Period
|
|
Charged to Costs and Expenses
|
|
Deductions
|
|
Other*
|
|
Balance at End of Period
|
|||||||
2009
|
$
|
8,321
|
|
|
227
|
|
|
(902
|
)
|
|
474
|
|
|
$
|
8,120
|
|
2010
|
$
|
8,120
|
|
|
90
|
|
|
(168
|
)
|
|
904
|
|
|
$
|
8,946
|
|
2011
|
$
|
8,946
|
|
|
5
|
|
|
(5
|
)
|
|
783
|
|
|
$
|
9,729
|
|
*
|
Other represents doubtful account reserves recorded as part of net revenues for estimated customer disallowances.
|
A.
|
Upon the date of a termination of the Optionee’s employment as a result of the death or disability of the Optionee, the Option shall become fully vested and exercisable. Following the death of the Optionee, the Option shall be exercisable by the Optionee’s estate, heir or beneficiary.
|
B.
|
Upon the date of a termination of the Optionee’s employment with ManTech for any reason other than the death or disability of the Optionee, any part of the Option that is unexercisable as of such termination date shall remain unexercisable and shall terminate as of such date.
|
A.
|
by payment under an arrangement with a broker where payment is made pursuant to an irrevocable
|
B.
|
by tendering (either physically or by attestation) shares of Common Stock owned by the Optionee and having a fair market value on the date of exercise equal to the Exercise Price, but only if such will not result in an accounting charge to ManTech, or
|
C.
|
by any combination of the foregoing or in such other form(s) of consideration as the Committee in its discretion shall specify.
|
A.
|
Upon the date of a termination of the Optionee’s employment as a result of the death or disability of the Optionee, the Option shall expire upon the earlier of twelve (12) months following the date of termination of the Optionee’s employment or the Expiration Date of the Option.
|
B.
|
Upon the date of a termination of the Optionee’s employment with ManTech for any reason other than the death or disability of the Optionee or termination for Cause (as defined in Section 12 hereof), and except as otherwise provided under paragraph 4(C), any part of the Option that is exercisable as of such termination date shall expire the earlier of ninety (90) days following such date or the Expiration Date of the Option.
|
C.
|
In the event Optionee is serving as a director, upon the date of termination of the Optionee’s service as a director for any reason other than the death or disability, the Option shall be exercisable by the Optionee for a period commencing on the date of termination of the Optionee’s service as a director and expiring on the earlier of twelve (12) months following the date of termination of Optionee’s service as a director and the Expiration Date of the Option.
|
D.
|
Upon the date of a termination of the Optionee’s employment with ManTech for Cause (as defined in Section 12 hereof), except as otherwise provided under paragraph 4(C), the Option shall expire and cease to be exercisable immediately upon the termination of the Optionee’s employment.
|
A.
|
“Cause” means the commission of an act of fraud or theft against ManTech; conviction for any felony; conviction for any misdemeanor involving moral turpitude that might, in ManTech’s opinion, cause embarrassment to ManTech; significant violation of any material ManTech policy; willful or repeated non-performance or substandard performance of material duties which is not cured within thirty (30) days after written notice thereof to the Optionee; or violation of any material Virginia, state or federal laws, rules or regulations in connection with or during performance of the Optionee’s work which, if such violation is curable, is not cured within thirty (30) days after notice thereof to the Optionee.
|
B.
|
“Termination of employment” shall mean ceasing to serve as a full time employee of ManTech, except that an approved leave of absence or approved employment on a less than full time basis may constitute employment unless the Committee provides otherwise. The Plan incorporates the definition of “employee” from the General Instructions to Form S-8 of the Securities Act of 1933, which provides that the term includes “any employee, director, general partner, trustee, officer, or consultant.” The Committee shall determine whether any corporate transaction, such as a sale or spin-off of a division, business unit, joint venture or Subsidiary that employs an Optionee, shall be deemed to result in a termination of employment with ManTech for purposes of any affected Optionee’s Options, and the Committee's decision shall be final and binding.
|
C.
|
“Subsidiary” means any corporation, including a limited liability corporation, in which ManTech owns, directly or indirectly, stock possessing 50% or more of the total combined voting power of all classes of stock in such corporation.
|
A.
|
Upon the date of a termination of employment with ManTech as a result of death or disability, the Restricted Shares shall become fully vested.
|
B.
|
Upon the date of a termination of employment with ManTech for any reason other than the death or disability, any Restricted Shares that are not yet vested as of such termination date shall be forfeited back to ManTech, and the award shall terminate as of such date
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense (1)
|
$
|
15,304
|
|
|
$
|
12,233
|
|
|
$
|
1,141
|
|
|
$
|
3,978
|
|
|
$
|
5,103
|
|
Amortized premiums, discounts and capitalized expenses related to indebtedness (2)
|
1,291
|
|
|
937
|
|
|
300
|
|
|
280
|
|
|
393
|
|
|||||
Estimate of the interest within rental expense (3)
|
18,396
|
|
|
15,957
|
|
|
17,128
|
|
|
17,791
|
|
|
10,921
|
|
|||||
Total Fixed Charges
|
$
|
34,991
|
|
|
$
|
29,127
|
|
|
$
|
18,569
|
|
|
$
|
22,049
|
|
|
$
|
16,417
|
|
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Pre-tax income from continuing operations before income or loss from equity investees (4)
|
$
|
215,502
|
|
|
$
|
202,451
|
|
|
$
|
178,508
|
|
|
$
|
149,959
|
|
|
$
|
110,125
|
|
Fixed Charges
|
34,991
|
|
|
29,127
|
|
|
18,569
|
|
|
22,049
|
|
|
16,417
|
|
|||||
Distributed income of equity investees (4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Earnings
|
$
|
250,493
|
|
|
$
|
231,578
|
|
|
$
|
197,077
|
|
|
$
|
172,008
|
|
|
$
|
126,542
|
|
Ratio of Earnings to Fixed Charges
|
7.2
|
|
|
8.0
|
|
|
10.6
|
|
|
7.8
|
|
|
7.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(1) Interest expense consists of interest on indebtedness.
|
|||||||||||||||||||
(2) Represents the amortization of financing costs incurred in connection with the Company's credit agreement and our 7.25% senior unsecured notes.
|
|||||||||||||||||||
(3) The proportion of rental expense deemed to be representative of the interest factor is one third.
|
|||||||||||||||||||
(4) Equity investees are investments accounted for using the equity method of accounting.
|
1.
|
I have reviewed this Annual Report on Form 10-K of ManTech International Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
By:
|
/s/ George J. Pedersen
|
Name:
|
George J. Pedersen
|
Title:
|
Chairman of the Board of Directors
and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of ManTech International Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
By:
|
/s/ Kevin M. Phillips
|
Name:
|
Kevin M. Phillips
|
Title:
|
Chief Financial Officer
|
|
|
By:
|
/s/ George J. Pedersen
|
Name:
|
George J. Pedersen
|
Title:
|
Chairman of the Board of Directors
and Chief Executive Officer
|
|
|
By:
|
/s/ Kevin M. Phillips
|
Name:
|
Kevin M. Phillips
|
Title:
|
Chief Financial Officer
|