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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
Commission File No. 000-49604
MANTECH INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-1852179
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12015 Lee-Jackson Highway, Fairfax, VA 22033
--------------------------------------------
(Address of principal executive offices)
(703) 218-6000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, Par Value $0.01 Per Share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [ ] Yes [X] No
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of February 28, 2002, was approximately $149,000,000.
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of February 28, 2002: ManTech International Corp. Class A
Common Stock, $.01 par value, 9,098,813 shares; ManTech International Corp.
Class B Common Stock, $.01 par value, 17,131,004 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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PART I
ITEM 1. BUSINESS
This annual report contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "may," "will," "expect," "intend," "anticipate,"
"believe," "estimate," "continue" and other similar words. You should read
statements that contain these words carefully because they discuss our future
expectations, make projections of our future results of operations or financial
condition or state other "forward-looking" information. We believe that it is
important to communicate our future expectations to our investors. However,
there may be events in the future that we are not able to accurately predict or
control. The factors listed in the sections captioned "Risks Related to Our
Business" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations," as well as any cautionary language in this annual
report, provide examples of risks, uncertainties and events that may cause our
actual results to differ materially from the expectations we describe in our
forward-looking statements.
Business Overview
ManTech International Corporation delivers a broad array of information
technology and technical services solutions to U.S. federal government
customers, focusing primarily on critical national defense programs for the
intelligence community and Department of Defense. With 2001 revenue of $431
million, ManTech designs, develops, procures, implements, operates, tests and
maintains mission-critical, enterprise information technology and communication
systems and intelligence processing infrastructures for our federal government
customers. More than 1,800 of our 3,500 employees hold government security
clearances, including over 1,000 at the Top Secret level, of whom nearly 600
with access to Top Secret Sensitive Compartmented Information, allowing us to
work with our customers in highly classified environments and at front-line
deployments in the United States and 28 countries globally.
We were founded in 1968 and have exhibited strong growth and profitability
since 1980 largely as a result of successful long-standing relationships with
our customers, having supported many of them for 15 to 30 years. For the years
ended December 31, 2001 and 2000, approximately 85.0% and 84.0%, respectively,
of our revenues were derived from our customers in the intelligence community
and Department of Defense. These customers include the Office of the Secretary
of Defense; the Department of State; various intelligence agencies; the U.S.
Army, Navy, Air Force and Marine Corps; and joint military commands. We also
provide solutions to federal government civilian agencies, including NASA, EPA
and the Departments of Justice, Commerce and Energy, as well as to state and
local governments and commercial customers.
Mantech's Services
We deliver comprehensive information technology and technical services
solutions for mission-critical, enterprise information technology and
communication systems through three principal areas of expertise, which are
offered separately or in combination across our customer base:
Secure Systems and Infrastructure Solutions
We provide a broad range of solutions to enhance systems and network
availability and mission-critical performance of our customers' hardware,
software, computer, network and telecommunication assets, including:
Intelligence operations. We provide services for strategic and tactical
intelligence systems, networks and facilities in support of the intelligence
community and Department of Defense. To support classified systems and
facilities designed to collect, analyze, process and report on signals
intelligence, we develop and integrate advanced, signal processing systems and
new signal processing techniques. Our intelligence-related services also
include the design, rapid development and prototyping, integration and
management of real-time signal processing systems. For example, when an
adversary implements a new communication technique or protocol, we provide
rapid prototyping and re-engineering services, which enable our customers in
the intelligence community to decipher and exploit the communications.
Communication systems and infrastructure support. We design, develop,
modify and maintain secure communication systems and network infrastructures.
This process involves evaluating industry standards, systems architectures and
applications in order to recommend and develop technology solutions and
integrate them into a
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customer's secure communication systems. We also procure, install and test new
voice, data and video communication systems. For example, we provided a
comprehensive communication network infrastructure and systems solution in
relocating, re-establishing and upgrading a major military command headquarters
from Panama to Miami, Florida. We integrated the customer's classified and
unclassified information processing and telecommunication network without
disruption to the command mission.
Safeguarding critical infrastructures. We identify potential foreign and
domestic threats, including terrorism, to quantify exposure to the threats and
recommend prudent countermeasures. Our capabilities include threat definition
and modeling, vulnerability identification, adversary characterization, lethal
force defense analysis, security life-cycle planning and management, physical
and cyber countermeasure optimization techniques and operations security
assessments. For example,
to assist the Department of State in addressing the requirements of
Presidential Decision Directive 63, which requires all government agencies to
identify and safeguard critical infrastructures from all forms of threats, we
provide on-going support in the department-wide vulnerability assessments of
their critical infrastructure and resources and perform worldwide network
management and other integrated security services.
Information assurance. We provide comprehensive information assurance
programs that assess and implement integrated physical, technical, operations,
personnel, computer and communication security requirements, including disaster
recovery assessment. Our services include systems security architecture
development, test and evaluation, certification and accreditation support and
compliance audits and inspections. We offer information assurance support for
both classified and unclassified systems. For example, for the Department of
State, we design and implement networks and host-based intrusion detection
programs that are compatible with their evolving virtual private network
architecture.
Information Technology Solutions
We provide a broad range of information technology solutions to our
customers, including:
Systems integration services. We perform comprehensive systems integration
of hardware and software components using commercial products and our customers'
proprietary software and legacy applications for our government and commercial
customers. We analyze customer information systems, applications and platforms
and develop solutions to sustain or extend systems performance and availability.
For example, as a subcontractor on the Navy-Marine Corps Intranet program, we
are transitioning legacy software applications to a standardized, end-to-end
systems infrastructure for voice, video and data. This includes potential review
of over 10,000 legacy business applications serving 350,000 Navy personnel,
which must be migrated to the new program architecture. We also develop and
provide specialized training programs for information systems, including
interactive electronic training and technical manuals and enterprise-wide
distance learning programs. We are working with the Internal Revenue Service's
General Business Institute to design, develop and implement a web-based training
management and delivery solution that provides access to more than 100 training
courses via their intranet or the Internet.
In addition, we perform database conversion and application migration
services for our customers. For example, we developed a software tool that
enhances our database conversion and application migration services. This
solution automates the database conversion process to enable better, faster and
less expensive conversions and migrations.
Enterprise application solutions. We design, develop, implement, test,
maintain and web-enable software applications for our customers' information
systems and network infrastructures. We provide comprehensive e-commerce
services, including web development efforts that focus on designing and
maintaining scalable, interoperable, reliable and portable end-to-end
information management solutions. Our e-commerce services also include global
web-based collaboration, electronic cataloging, automated document imaging and
business process re-engineering. For example, as part of our business process
re-engineering services, we are working with the Office of the Secretary of
Defense to develop industry-wide electronic data interchange standards.
We design, develop and implement electronic data interchange solutions,
which enable different entities to communicate and execute orders and
transactions electronically. For example, we developed an electronic data
interchange solution for the Defense Commissary Agency, which operates over 370
commissaries worldwide. We also currently provide a web-based integrated
solution for managing millions of vital records that document birth, death,
marriage and divorce for several state and local governments.
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Our information technology solutions allow end-users insight into and
control over supply chain management. We have developed and implemented
logistics management information systems for the Navy for more than 20 years,
including the sophisticated Naval Aviation Logistics Command Management
Information System application, which is used on every ship in the Navy and at
over 450 shore facilities. We have also expanded our services for the Navy in
this area so that we now develop, maintain and provide continuous systems
process improvements for 19 other information systems as part of the Navy
Tactical Command Support System, which automates numerous logistics functions.
Applications we designed for the Navy have been adopted for use by other
agencies, including the Marine Corps, the White House Communications Agency and
three NASA centers.
Systems/network maintenance services. We have extensive experience in
maintaining a wide range of information management resources for our customers.
We perform comprehensive systems administration, including 24x7 support for
continuous mission operations. For example, for the Army, we provide systems
administration and help desk functions at a domestic location for a command and
management system, as well as help desk functions in an overseas remote
location that supports 1,500 users. For this customer, we also provide on-site
support for the command and management system workstations and networks located
throughout countries in Central and South America.
Systems Engineering Solutions
We offer our customers a broad range of systems engineering solutions,
including:
Systems engineering services. We perform comprehensive systems engineering
services to analyze and develop solutions for customer hardware and software
requirements. We also evaluate existing systems designs to determine if
performance enhancements or cost savings can be derived through the integration
of current technologies. For more than 15 years, we have provided a broad range
of systems engineering services to analyze acoustic data requirements and
develop instrumentation to assist the Navy in maintaining or increasing the
acoustical advantages of U.S. submarines. As part of these services, we have
developed a wide range of hull-mounted and towed array sonar systems and
acoustic measurement systems. We also provide systems engineering and technical
services that support the design and installation of communication,
intelligence, electronic warfare and information systems aboard Navy and Coast
Guard ships and at shore-based facilities.
Testing and evaluation. For the past three decades, we have tested complex
and mission-critical hardware and software systems used by the Army, Navy and
NASA. We have played key roles in improving the performance, reliability,
maintainability, supportability and weapons effectiveness of in-service rotary
and fixed wing platforms, including the F/A-18E/F Super Hornet, and their
associated ordnance. We are participating in development of plans for testing
and evaluating the Joint Strike Fighter. We also perform submarine and surface
ship acoustical trials to evaluate stealth abilities and to maintain the
acoustical credibility of U.S. submarines. We have performed acoustic testing
for every operational class of Navy combat vessel, both surface and submarine,
in use today.
Through our work at NASA's Goddard Space Flight Center, our space payload
test and integration services have supported every in-house earth orbit program
since 1971. We conduct a broad range of tests, including structural, acoustics,
vibration, space simulation and electromagnetic tests, to certify that all
flight hardware can withstand the extreme conditions of space flight. We have
won recognition within both Goddard and the NASA community for our test,
integration, transportation and launch site support of the Hubble Space
Telescope repair and servicing missions. For example, we received the Goddard
Contractor Excellence Award for 2000.
We also design, manufacture and produce automated test technology for
military and commercial customers. For example, we are the prime contractor for
the U.S. Marine Corps Third Echelon Test System, a mobile testing platform that
is designed to provide electronic repair support on the front lines of the
battlefield.
Our services also include our environmental science, toxicology and
ecology research and development services for the EPA, including assessing the
human health impacts of a wide variety of air and waterborne contaminants,
monitoring and predicting exposures, understanding exposure routes in the event
of a release of chemicals or biological agents and modeling migration
strategies to predict the movement of airborne and waterborne contaminants. In
response to the September 11, 2001 terrorist attacks, we were asked by the
EPA's National Exposure Research Laboratory to assemble and calibrate equipment
for monitoring pollutants released around the collapsed World Trade Center
complex. In less than 48 hours, we defined monitoring needs and configured
equipment in a mobile laboratory that was delivered to the World Trade Center
site to collect and evaluate samples of contaminants.
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Independent validation and verification. We perform tests to certify that
new systems or upgraded systems operate in accordance with their design
requirements. For example, we have performed certification services for
aircraft weapon systems in support of U.S. Naval Air Systems Command programs.
Mantech's Customers
Our customers include U.S. federal government intelligence, military and
civilian agencies and other state and local governments and commercial
customers. We have successful long-standing relationships with our customers,
having supported many of them for 15 to 30 years. Representative customers
include:
Intelligence and Department of Defense Customers
. Office of the Secretary of Defense
. U.S. Army, Navy, Air Force and Marine Corps
. Multiple Intelligence and Classified Agencies
. Department of State
. Defense Information Systems Agency
. Defense Logistics Agency
. Defense Commissary Agency
. Joint Interoperability Test Command
Civilian Agencies or Departments
. Department of Energy
. Department of Justice
. National Aeronautics and Space Administration
. Environmental Protection Agency
. Internal Revenue Service
. National Institutes of Health, including the National Cancer Institute
Our revenues derived from our federal government customers, consisting
primarily of customers in the intelligence community and Department of Defense,
accounted for approximately 96.2%, 96.1% and 96.0% of our revenues for 2001,
2000 and 1999, respectively. Our federal government customers typically
exercise independent contracting authority, and even offices or divisions
within an agency or department may directly, or through a prime contractor, use
our services as a separate customer so long as that customer has independent
decision-making and contracting authority within its organization. For example,
under a blanket purchasing agreement with one of the Army's contracting
agencies, program managers throughout the Army and from other services and
defense agencies are able to purchase a wide range of our solutions. Even
though task orders under this agreement together accounted for 12.6% of our
revenues for the year ended December 31, 2001, no one task order represented
more than 4.8% of our revenues during that period.
Foreign Operations
In 2001, 98.6% of our revenue was derived from services provided under
contracts with U.S.-based customers and 1.4% of 2001 revenue came from contracts
with foreign customers. In 2000, 98.6% and 1.3% of revenue was derived from
services provided for U.S. and foreign-based customers, respectively.
Backlog and GSA Schedule Contract Value
At December 31, 2001, our backlog was $907.5 million, of which $206.8
million was funded backlog. In addition, we estimate our GSA schedule contract
value at December 31, 2001 was $864.8 million. For the same period last year,
our backlog was $859.0 of which $270.3 million was funded. Our GSA schedule
contract value at December 31, 2000, was $260.5 million. Backlog, funded backlog
and GSA schedule contract value represent estimates that we calculate on the
bases described below. We expect that more than 83.1% of our funded backlog at
December 31, 2001 will be recognized as revenues prior to December 31, 2002.
We define backlog as our estimate of the remaining future revenues from
existing signed contracts, assuming the exercise of all options relating to
such contracts and including executed task orders issued under GSA schedule
contracts. This includes an estimate of revenues for solutions that we believe
we will be asked to provide in the future under the terms of executed
multiple-award contracts in which we are not the sole provider, meaning that
the customer could turn to companies other than us to fulfill the contract. It
also includes an estimate of revenues from indefinite delivery, indefinite
quantity contracts, which specify a maximum, but only a token minimum, amount
of goods or services that
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may be provided under the contract. Backlog does not include the value for
contracts where we have been given permission by the customer to begin or
continue working, but where a formal contract or contract extension has not yet
been signed.
We define funded backlog to be the portion of backlog for which funding
currently is appropriated and allocated to the contract by the purchasing
agency or otherwise authorized for payment by the customer upon completion of a
specified portion of work. Our funded backlog does not include the full value
of our contracts, because Congress often appropriates funds for a particular
program or contract on a yearly or quarterly basis, even though the contract
may call for performance that is expected to take a number of years.
At December 31, 2001, our backlog included $551.4 million of revenues for
solutions pursuant to task orders that have been executed under GSA schedule
contracts, of which $92.1 million was included in funded backlog. The amount of
our revenues generated under GSA schedule contracts has increased in recent
years. Specifically, for the years ended December 31, 1999, 2000, and 2001,
funded awards under GSA schedule contracts were $102.5 million, $135.2 million
and $154.2 million, respectively. We believe that potential GSA schedule
contract revenues are not fully reflected in traditional backlog calculations
because, as described below, while GSA schedule contracts provide our customers
with the flexibility to obtain our solutions through a streamlined procurement
process, they do not provide for fixed, minimum or maximum purchase
commitments. Therefore, we have developed a method of calculating GSA schedule
contract value that we use to evaluate estimates for the amount of revenues
that we may receive under our GSA schedule contracts. For these purposes, we
determine GSA schedule contract value by multiplying the average monthly amount
of funded work that we have been awarded under each of our GSA schedule
contracts over the past twelve months, by the number of months remaining in the
term of those contracts, including under existing options, except that we do
not take into account remaining contract terms of more than 72 months. Under
this method, our GSA schedule contract value as of December 31, 2001 was
approximately $864.8 million.
GSA schedule contracts are competitively awarded government-wide
acquisition contracts negotiated and awarded by the General Services
Administration and effectively act as fixed-price or time-and-materials
contracts which government agencies may, but are not required to, use to
purchase professional services and information technology products at
predetermined ceiling prices, terms and conditions. Many of our customers are
authorized to use GSA schedule contracts through blanket purchase agreements,
which operate similarly to GSA schedule contracts by permitting one or more
federal agencies to purchase professional services or products from technology
service providers at predetermined prices, terms and conditions. GSA schedule
contracts are master agreements that do not, by themselves, authorize the
delivery of services or products. Therefore, even though we have been awarded a
GSA schedule contract or blanket purchase agreement, we often must actively
solicit post-award sales, and it remains difficult for us to estimate the
amount of work, if any, we will obtain under the contract.
GSA schedule contracts benefit our federal government customers in a
number of ways. First, they provide customers a streamlined means to
competitively obtain professional services and technology products, allowing
for a more efficient and timely procurement process. Second, because we must
actively promote our services and technology to obtain work under these types
of agreements, the customer benefits from continued competition. Third, as with
fixed-price or time-and-materials contracts, GSA schedule contracts shift the
risks of cost overruns to the technology service provider and promote effective
contract management and cost-efficiencies by allowing the technology service
provider to receive the benefit of cost savings that it generates. Although we
must compete for or solicit individual task orders under GSA schedule
contracts, we have found that they can benefit companies such as ours which can
respond quickly to emerging customer requirements and can manage contract
performance efficiently. Finally, as with traditional fixed-price contracts,
GSA schedule contracts involve greater financial risk but we believe offer
opportunities for higher profitability because we bear the impact of cost
overruns and receive the benefit of cost savings.
Changes in the amount of our backlog, funded backlog and GSA schedule
contracts value result from potential future revenues from the execution of new
contracts or the extension of existing contracts, reductions from contracts
that end or are not renewed, reductions from the early termination of
contracts, and adjustments to estimates of previously included contracts.
Changes in the amount of our funded backlog and GSA schedule contract value
also are affected by the funding cycles of the government. These estimates of
future revenues are necessarily inexact and the receipt and timing of any of
these revenues is subject to various contingencies, many of which are beyond
our control. The actual accrual of revenues on programs included in backlog,
funded backlog and GSA schedule contract value may never occur or may change
because a program schedule could change or the program could be canceled, a
contract could be modified or canceled, an option that we have assumed would be
exercised is not exercised or initial estimates regarding the level
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of solutions that we may provide could prove to be wrong. For the same reason,
we believe that period-to-period comparisons of backlog, funded backlog and GSA
schedule contract value are not necessarily indicative of future revenues that
we may receive.
Employees
As of December 31, 2001, we had 3,513 employees, including 1,873 employees
with government security clearances. Of these employees, 1,092 employees hold
Top Secret security clearances, including 598 employees who have access to
Sensitive Compartmented Information. Our employees with security clearances
have already completed the lengthy process necessary to obtain the clearance.
This process typically requires a candidate to be sponsored by the government
with respect to a particular requirement, entails extensive background
investigations that typically take from six months to a year and, for the most
restricted access, may require successful completion of polygraph testing.
Over 3,250 of our employees are technical and service professionals and
managers, and over 390 are in administrative or executive functions.
Approximately 185 of our employees, all of whom are located at NASA's Goddard
Space Flight Center, are represented by the International Brotherhood of
Electrical Workers union under a collective bargaining agreement which is due
to expire in June 1, 2005. We have not experienced any work stoppage or strike
by these employees.
Seasonality and Cyclicality
We believe that our business may be subject to seasonal fluctuations. The
federal government's fiscal year end can trigger increased purchase requests
from customers for equipment and materials. Any increased purchase requests we
receive as a result of the federal government's fiscal year end would serve to
increase our fourth quarter revenues but will generally decrease profit margins
for that quarter, as these activities typically are not as profitable as our
normal service offerings. In addition, expenditures by our customers tend to
vary in cycles that reflect overall economic conditions as well as budgeting
and buying patterns. Our revenue has in the past been, and may in the future
be, materially affected by a decline in the defense budget or in the economy in
general, which could alter our current or prospective customers' spending
priorities or budget cycles or extend our sales cycle.
Corporate History
We are a corporation incorporated in Delaware and are the successor by
merger to ManTech International Corporation, a New Jersey corporation. As a
result of the merger, we reincorporated from New Jersey to Delaware and
recapitalized our common stock. Our predecessor corporation had three classes
of stock outstanding prior to the effective date of the merger: Class A common
stock, Class B common stock and Class C common stock, of which the Class B
common stock was redeemable and, therefore, not counted as equity for accounting
purposes. On the effective date of the merger, each outstanding share of the
New Jersey corporation's common stock was exchanged for one share of our Class
A common stock or for one share of our Class B common stock. Immediately after
the merger, we effected a 16.3062-for-one stock split of our Class A common
stock and Class B common stock. The holders of each share of Class A common
stock are entitled to one vote per share, and the holders of each share of
Class B common stock are entitled to ten votes per share. For purposes of this
report, unless stated otherwise, all references to common stock refer to shares
of the Delaware corporation after giving effect to the reincorporation,
recapitalization and stock split, other than with respect to the historical
consolidated financial statements.
We completed our initial public offering of common stock on February 12,
2002, raising approximately $110.0 million for the company. ManTech's stock is
traded on the NASDAQ Stock Market's National Market under the symbol "MANT".
Competition
We believe that the major competitive factors in our market are
distinctive technical competencies, security clearances, price of services,
successful past contract performance, reputation for quality and key management
with domain expertise. Our key competitors currently include divisions of large
defense contractors, such as BAE SYSTEMS, plc, Lockheed Martin Corporation,
Northrop Grumman Corporation, Raytheon Company and TRW Inc., as well as
information technology service companies, such as Affiliated Computer Systems,
Inc., Booz Allen & Hamilton, CACI
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International, Inc., Computer Sciences Corporation, DynCorp, Electronic Data
Systems Corporation, Science Applications International Corporation, Titan
Corporation and Veridian Corporation.
Recent Developments
We were awarded a contract from the U.S. Army Communications-Electronics
Command (CECOM) at Fort Huachuca, Arizona to provide information systems
support throughout the 5th Signal Command theater of operations, which includes
Germany, Italy, Belgium, the United Kingdom and the Balkans. The contract has
an estimated value of $163 million over a base year and four one-year options
for a total of five years continuing through September 30, 2006.
We were also awarded a contract by the National Aeronautics and Space
Administration Goddard Space Flight Center in Greenbelt, Maryland, to provide
environmental test and integration support services. ManTech has been the
incumbent contractor providing similar services at Goddard for the past 20
years. This contract has an estimated value of $82.3 million over a two-year
base period with one three-year option period for a total of five years
continuing through March 31, 2007.
We entered into a strategic alliance agreement with Parsons Corporation,
an electrical services company, to pursue opportunities in the area of critical
infrastructure protection for engineering and transportation projects for state
and local governments which is an element of Homeland Security.
Risks Related to Our Business
We are dependent on contracts with the U.S. Federal Government for
substantially all of our revenues.
We expect that federal government contracts will continue to be the
primary source of our revenues for the foreseeable future. If we were suspended
or debarred from contracting with the federal government generally, or any
significant agency in the intelligence community or Department of Defense, if
our reputation or relationship with government agencies were impaired, or if
the government otherwise ceased doing business with us or significantly
decreased the amount of business it does with us, our business, prospects,
financial condition or operating results could be materially harmed.
Federal government spending priorities may change in a manner adverse to our
business.
Our business depends upon continued federal government expenditures on
intelligence, defense and other programs that we support. The overall U.S.
defense budget declined from time to time in the late 1980s and the early
1990s. While spending authorizations for intelligence and defense-related
programs by the government have increased in recent years, and in particular
after the September 11, 2001 terrorist attacks, future levels of expenditures
and authorizations for those programs may decrease, remain constant or shift to
programs in areas where we do not currently provide services. A significant
decline in government expenditures, or a shift of expenditures away from
programs that we support, could adversely affect our business, prospects,
financial condition or operating results.
Federal government contracts contain provisions that are unfavorable to us.
Federal government contracts contain provisions and are subject to laws
and regulations that give the government rights and remedies not typically
found in commercial contracts, including allowing the government to:
. Terminate existing contracts for convenience, as well as for default;
. Reduce or modify contracts or subcontracts;
. Cancel multi-year contracts and related orders if funds for contract
performance for any subsequent year become unavailable;
. Decline to exercise an option to renew a multi-year contract;
. Claim rights in products and systems produced by us;
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. Suspend or debar us from doing business with the federal government or
with a governmental agency; and
. Control or prohibit the export of our products.
If the government terminates a contract for convenience, we may recover
only our incurred or committed costs, settlement expenses and profit on work
completed prior to the termination. If the government terminates a contract for
default, we may not recover even those amounts, and instead may be liable for
excess costs incurred by the government in procuring undelivered items and
services from another source. As is common with government contractors, some of
our contracts have had or are currently experiencing performance issues. We
have received and may in the future receive show cause or cure notices under
contracts that, if not addressed to the government's satisfaction, could give
the government the right to terminate those contracts for default or to cease
procuring our services under those contracts in the future.
We must comply with complex procurement laws and regulations.
We must comply with and are affected by laws and regulations relating to
the formation, administration and performance of federal government contracts,
which affect how we do business with our customers and may impose added costs
on our business. For example, we are subject to the Federal Acquisition
Regulations and all supplements, which comprehensively regulate the formation,
administration and performance of federal government contracts, and to the
Truth in Negotiations Act, which requires certification and disclosure of cost
and pricing data in connection with contract negotiations. If a government
review or investigation uncovers improper or illegal activities, we may be
subject to civil and criminal penalties and administrative sanctions, including
termination of contracts, forfeiture of profits, suspension of payments, fines
and suspension or debarment from doing business with federal government
agencies, which could materially adversely affect our business, prospects,
financial condition or operating results. From time to time in the past, we
have been subject to government investigations. Currently, we are subject to
two on-going investigations. For additional information regarding the
government investigations to which we are currently subject, see "Item 3:
Business--Legal Proceedings." In addition, we are subject to industrial
security regulations of Department of Defense and other federal agencies that
are designed to safeguard against foreigners' access to classified information.
If we were to come under foreign ownership, control or influence, our federal
government customers could terminate or decide not to renew our contracts, and
it could impair our ability to obtain new contracts. The government may reform
its procurement practices or adopt new contracting rules and regulations,
including cost accounting standards, that could be costly to satisfy or that
could impair our ability to obtain new contracts.
We face competition from other firms, many of which have substantially greater
resources.
We operate in highly competitive markets and generally encounter intense
competition to win contracts. We compete with many other firms, ranging from
small specialized firms to large diversified firms, many of which have
substantially greater financial, management and marketing resources than we do.
Our competitors may be able to provide customers with different or greater
capabilities or benefits than we can provide in areas such as technical
qualifications, past contract performance, geographic presence, price and the
availability of key professional personnel. Our failure to compete effectively
with respect to any of these or other factors could have a material adverse
effect on our business, prospects, financial condition or operating results. In
addition, our competitors also have established or may establish relationships
among themselves or with third parties to increase their ability to address
customer needs. Accordingly, it is possible that new competitors or alliances
among competitors may emerge.
We derive significant revenues from contracts awarded through a competitive
bidding process.
We derive significant revenues from federal government contracts that were
awarded through a competitive bidding process. For example, in each of the past
three fiscal years, each of our ten largest contracts, in terms of revenues,
was awarded through a competitive bidding process. Much of the business that we
expect to seek in the foreseeable future likely will be awarded through
competitive bidding. Competitive bidding presents a number of risks, including
the:
. Need to bid on programs in advance of the completion of their design,
which may result in unforeseen technological difficulties and cost
overruns;
. Substantial cost and managerial time and effort that we spend to
prepare bids and proposals for contracts that may not be awarded to us;
9
. Need to accurately estimate the resources and cost structure that will
be required to service any contract we are awarded; and
. Expense and delay that may arise if our competitors protest or
challenge contract awards made to us pursuant to competitive bidding,
and the risk that any such protest or challenge could result in the
resubmission of bids on modified specifications, or in termination,
reduction or modification of the awarded contract.
We may not be provided the opportunity in the near term to bid on contracts
that are held by other companies and are scheduled to expire if the government
determines to extend the existing contract. If we are unable to win particular
contracts that are awarded through the competitive bidding process, we may not
be able to operate in the market for services that are provided under those
contracts for a number of years. If we are unable to consistently win new
contract awards over any extended period, our business and prospects will be
adversely affected.
We may not receive the full amount authorized under contracts that we have
entered into and may not accurately estimate our backlog and GSA schedule
contract value.
The maximum contract value specified under a government contract that we
enter into is not necessarily indicative of revenues that we will realize under
that contract. For example, we derive some of our revenues from government
contracts in which we are not the sole provider, meaning that the government
could turn to other companies to fulfill the contract, and from indefinite
delivery, indefinite quantity contracts, which specify a maximum but only a
token minimum amount of goods or services that may be provided under the
contract. In addition, Congress often appropriates funds for a particular
program on a yearly basis, even though the contract may call for performance
that is expected to take a number of years. As a result, contracts typically
are only partially funded at any point during their term, and all or some of
the work to be performed under the contracts may remain unfunded unless and
until Congress makes subsequent appropriations and the procuring agency
allocates funding to the contract. Nevertheless, we look at these contract
values, including values based on the assumed exercise of options relating to
these contracts, in estimating the amount of our backlog. Because we may not
receive the full amount we expect under a contract, we may not accurately
estimate our backlog. Similarly, in recent years we have been deriving an
increasing percentage of our revenues under GSA schedule contracts. GSA
schedule contracts are procurement vehicles under which government agencies
may, but are not required to, purchase professional services or products. As a
result, we believe that potential GSA schedule contract values are not fully
reflected in traditional backlog calculations. We have developed a method of
calculating GSA schedule contract value that we use to evaluate estimates for
the revenues we may receive under our GSA schedule contracts. Although we
believe our method of determining GSA schedule contract value is based on
reasonable estimates and assumptions, our experience with GSA schedule
contracts has been limited to date. We are not currently aware of other
companies within our market that employ comparable methods of determining GSA
schedule contract value. Estimates of future revenues included in backlog and
GSA schedule contract value are not necessarily precise and the receipt and
timing of any of these revenues are subject to various contingencies, many of
which are beyond our control. For a discussion of these contingencies see
"Business--Backlog and GSA Schedule Contract Value." The actual accrual of
revenues on programs included in backlog and GSA schedule contract value may
never occur or may change.
We may not accurately estimate the expenses, time and resources necessary to
satisfy our contractual obligations.
We enter into three types of federal government contracts for our
services: cost-plus, time-and-materials and fixed-price. For the year ended
December 31, 2001, we derived 35.2%, 36.2% and 28.6% of our revenues from
cost-plus, time-and-materials and fixed-price contracts, respectively. For
2000, the revenues were 39.7%, 34.6% and 25.7%, respectively. 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. 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-material contracts because we assume the risk of performing those
contracts at negotiated hourly rates. 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 and receive the
benefit of cost savings. Our profits could be adversely affected if our costs
under any of these contracts exceed the assumptions we used in bidding for the
contract. Although we believe that we have recorded adequate provisions in our
consolidated financial statements for losses on our contracts, as required
under U.S. generally accepted
10
accounting principles, our contract loss provisions may not be adequate to
cover all actual losses that we may incur in the future.
Our contracts are subject to audits and cost adjustments by the federal
government.
The federal government audits and reviews our performance on contracts,
pricing practices, cost structure and compliance with applicable laws,
regulations and standards. Like most large government contractors, our contract
costs are audited and reviewed on a continual basis. Although audits have been
completed on our incurred contract costs through 1999, audits for costs
incurred or work performed after 1999 remain ongoing and, for much of our work
in recent years, have not yet commenced. In addition, non-audit reviews by the
government may still be conducted on all our government contracts. An audit of
our work, including an audit of work performed by companies we have acquired or
may acquire, could result in a substantial adjustment to our revenues because
any costs found to be improperly allocated to a specific contract will not be
reimbursed, and revenues we have already recognized may need to be refunded. If
a government audit uncovers improper or illegal activities, we may be subject
to civil and criminal penalties and administrative sanctions, including
termination of contracts, forfeiture of profits, suspension of payments, fines
and suspension or debarment from doing business with federal government
agencies. In addition, we could suffer serious harm to our reputation if
allegations of impropriety were made against us.
We may be liable for systems and service failures.
We create, implement and maintain information technology and technical
services solutions that are often critical to our customers' operations,
including those of federal, state and local governments. We have experienced
and may in the future experience some systems and service failures, schedule or
delivery delays and other problems in connection with our work. If our
solutions, services, products or other applications have significant defects or
errors, are subject to delivery delays or fail to meet our customers'
expectations, we may:
. Lose revenues due to adverse customer reaction;
. Be required to provide additional services to a customer at no charge;
. Receive negative publicity, which could damage our reputation and
adversely affect our ability to attract or retain customers; or
. Suffer claims for substantial damages against us.
In addition to any costs resulting from product warranties, contract
performance or required corrective action, these failures may result in
increased costs or loss of revenues if they result in customers postponing
subsequently scheduled work or canceling or failing to renew contracts.
While many of our contracts with the federal government limit our
liability for damages that may arise from negligence in rendering services to
our customers, we cannot be sure that these contractual provisions will protect
us from liability for damages if we are sued. Furthermore, our errors and
omissions and product liability insurance coverage may not continue to be
available on reasonable terms or in sufficient amounts to cover one or more
large claims, or the insurer may disclaim coverage as to some types of future
claims. The successful assertion of any large claim against us could seriously
harm our business. Even if not successful, these claims could result in
significant legal and other costs and may be a distraction to our management.
Security breaches in classified government systems could adversely affect our
business.
Many of the programs we support and systems we develop, install and
maintain involve managing and protecting information involved in intelligence,
national security and other classified government functions. A security breach
in one of these systems could cause serious harm to our business, damage our
reputation and prevent us from being eligible for further work on critical
classified systems for federal government customers. Losses that we could incur
from such a security breach could exceed the policy limits that we have for
errors and omissions or product liability insurance.
Our senior management and advisory board are important to our customer
relationships.
We believe that our success depends in part on the continued contributions
of our co-founder, Chairman of the Board of Directors, Chief Executive Officer
and President, George J. Pedersen, our Executive Vice President, Chief
11
Financial Officer, Treasurer and Director, John A. Moore, Jr., other members of
our senior management and advisory board. We rely on our executive officers and
senior management to generate business and execute programs successfully. In
addition, the relationships and reputation that members of our management team
and advisory board have established and maintain with government and military
personnel contribute to our ability to maintain good customer relations and to
identify new business opportunities. While we have employment agreements with
some of our executive officers, these agreements do not prevent them from
terminating their employment. The loss of Mr. Pedersen, Mr. Moore or any other
senior management or advisory board members could impair our ability to
identify and secure new contracts and otherwise to manage our business.
We must recruit and retain skilled employees to succeed in our labor-intensive
business.
We believe that an integral part of our success is our ability to provide
employees who have advanced information technology and technical services
skills and who work well with our customers in a government or defense-related
environment. These employees are in great demand and are likely to remain a
limited resource in the foreseeable future. If we are unable to recruit and
retain a sufficient number of these employees, our ability to maintain and grow
our business could be negatively impacted. In addition, some of our contracts
contain provisions requiring us to commit to staff a program with certain
personnel the customer considers key to our successful performance under the
contract. In the event we are unable to provide these key personnel or
acceptable substitutions, the customer may terminate the contract, and we may
not be able to recover our costs in the event the contract is terminated.
Our business is dependent upon obtaining and maintaining required security
clearances.
Many of our federal government contracts require our employees to maintain
various levels of security clearances, and we are required to maintain certain
facility security clearances complying with Department of Defense requirements.
Obtaining and maintaining security clearances for employees involves a lengthy
process, and it is difficult to identify, recruit and retain employees who
already hold security clearances. If our employees are unable to obtain or
retain security clearances or if our employees who hold security clearances
terminate employment with us, the customer whose work requires cleared
employees could terminate the contract or decide not to renew it upon its
expiration. In addition, we expect that many of the contracts on which we will
bid will require us to demonstrate our ability to obtain facility security
clearances and perform work with employees who hold specified types of security
clearances. To the extent we are not able to obtain facility security
clearances or engage employees with the required security clearances for a
particular contract, we may not be able to bid on or win new contracts, or
effectively rebid on expiring contracts.
If we are unable to manage our growth, our business could be adversely affected.
Sustaining our growth has placed significant demands on our management, as
well as on our administrative, operational and financial resources. For us to
continue to manage our growth, we must continue to improve our operational,
financial and management information systems and expand, motivate and manage
our workforce. If we are unable to successfully manage our growth without
compromising our quality of service and our profit margins, or if new systems
that we implement to assist in managing our growth do not produce the expected
benefits, our business, prospects, financial condition or operating results
could be adversely affected.
We may undertake acquisitions that could increase our costs or liabilities or be
disruptive.
One of our key operating strategies is to selectively pursue acquisitions.
While we do not currently have any commitments, agreements or understandings to
acquire any specific businesses or other material operations, we have made a
number of acquisitions in the past and will consider other acquisitions in the
future. We may not be able to locate suitable acquisition candidates at prices
that we consider appropriate or to finance acquisitions on terms that are
satisfactory to us. If we do identify an appropriate acquisition candidate, we
may not be able to successfully negotiate the terms of an acquisition, finance
the acquisition or, if the acquisition occurs, integrate the acquired business
into our existing business. Negotiations of potential acquisitions and the
integration of acquired business operations could disrupt our business by
diverting management away from day-to-day operations. Acquisitions of
businesses or other material operations may require additional debt or equity
financing, resulting in additional leverage or dilution of ownership. The
difficulties of integration may be increased by the necessity of coordinating
geographically dispersed organizations, integrating personnel with disparate
business backgrounds and combining different corporate cultures. We also may
not realize cost efficiencies or synergies that we anticipated when selecting
our acquisition candidates. In addition, we may need to record write downs from
future impairments of intangible assets, which could reduce our future reported
12
earnings. At times, acquisition candidates may have liabilities or adverse
operating issues that we fail to discover through due diligence prior to the
acquisition.
We may be exposed to liabilities or losses from operations that we have
discontinued.
We have determined to dispose of certain of our businesses, either by
selling them or by winding down their operations. For more information on these
discontinued operations, please see "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Discontinued Operations" and
note 15 to our consolidated financial statements. Our consolidated financial
statements reflect, under the heading "Discontinued Operations," our estimate
of the net losses expected from these operations through the date we estimate
we will dispose of them, and all losses expected to be realized upon disposal
of these operations. If we incur greater losses than we expect on dispositions,
or if the operation of these businesses generates greater losses than we expect
prior to disposition, there will be a negative impact on future operating
results. Even if we are successful in disposing of these businesses, we may
continue to be exposed to some liabilities for their operations.
For example, we are a defendant in a lawsuit where the plaintiff alleges
that one of the businesses we intend to dispose of or its subcontractors caused
soil and groundwater contamination by improperly disposing of dry cleaning
solvents and we are involved in a second lawsuit where defendants are seeking
to add us as a third-party defendant with respect to allegations that they
caused or contributed to soil and ground water contamination. For more
information on these lawsuits, see "Item 3: Business--Legal Proceedings." The
operations from this business, particularly the performance of environmental
consulting and remediation services, may not have been or in the future may not
be conducted in compliance with environmental laws, exposing us to further
liability and damages for the costs of investigating and cleaning up sites of
spills, disposals or other releases of hazardous materials. We cannot assure
you that our liability in these matters, or any other environmental liabilities
that arise in the future, will not exceed our resources or will be covered by
insurance. Even after we dispose of this and the other discontinued operations,
we likely will remain liable for any costs, damages or other liabilities
imposed upon them that result from or relate to their operations prior to the
disposition.
We may be affected by intellectual property infringement claims.
Our business operations rely extensively on procuring and deploying
intellectual property. Our employees develop some of the software solutions and
other forms of intellectual property that we use to provide information
technology solutions to our customers, but we also license technology from
primary vendors. Typically, under federal government contracts, our government
customers may claim rights in the intellectual property we develop, making it
impossible for us to prevent their future use of our intellectual property. We
are and may in the future be subject to claims from our employees or third
parties who assert that software solutions and other forms of intellectual
property that we used in delivering services and solutions to our customers
infringe upon intellectual property rights of such employees or third parties.
If our vendors, our employees or third parties assert claims that we or our
customers are infringing on their intellectual property, we could incur
substantial costs to defend these claims. In addition, if any of our vendors'
infringement claims are ultimately successful, our vendors could require us to:
. Cease selling or using products or services that incorporate the
challenged software or technology;
. Obtain a license or additional licenses from our vendors; or
. Redesign our products and services that rely on the challenged
software or technology.
Covenants in our credit facility may restrict our financial and operating
flexibility.
Our credit facility contains covenants that limit or restrict, among other
things, our ability to borrow money outside of the amounts committed under the
credit facility, make investments in our subsidiaries that are borrowers under
the credit facility and designated as discontinued operations or in other
entities not listed as borrowers under the credit facility, make other
restricted payments, pay dividends on our common stock, sell or otherwise
dispose of assets other than in the ordinary course of business, merge or
consolidate, or make acquisitions, in each case without the prior written
consent of our lenders. Our credit facility also requires us to maintain
specified financial covenants relating to fixed charge coverage, interest
coverage, debt coverage, and minimum consolidated net worth. Our ability to
satisfy these financial ratios can be affected by events beyond our control,
and we cannot assure you that we will meet those ratios. For example, on two
occasions in the past five years, in March 2001 and in November 2000, we
obtained waivers for
13
failure to maintain the required fixed charge coverage ratio as of the end of
the preceding quarters under the credit facility that was in effect at that
time. Default under our credit facility could allow the lenders to declare all
amounts outstanding to be immediately due and payable. We have pledged
substantially all of our assets, including the stock of our subsidiaries to
secure the debt under our credit facility. If the lenders declare amounts
outstanding under the credit facility to be due, the lenders could proceed
against those assets. Any event of default, therefore, could have a material
adverse effect on our business if the creditors determine to exercise their
rights. We also may incur future debt obligations that might subject us to
restrictive covenants that could affect our financial and operational
flexibility, restrict our ability to pay dividends on our common stock or
subject us to other events of default. Any such restrictive covenants in any
future debt obligations we incur could limit our ability to fund our businesses
with equity investments or intercompany advances, which would impede our
ability to operate or expand our business.
From time to time we may require consents or waivers from our lenders to
permit actions that are prohibited by our credit facility. For example, we will
require the consent of our lenders to complete the merger through which we
reincorporate in Delaware. If in the future our lenders refuse to provide
waivers of our credit facility's restrictive covenants and/or financial ratios,
then we may be in default under our credit facility, and we may be prohibited
from undertaking actions that are necessary to maintain and expand our business.
Our employees may engage in misconduct or other improper activities.
We are exposed to the risk that employee fraud or other misconduct could
occur. Misconduct by employees could include intentional failures to comply
with federal government procurement regulations and failing to disclose
unauthorized or unsuccessful activities to us. Employee misconduct could also
involve the improper use of our customers' sensitive or classified information,
which could result in regulatory sanctions and serious harm to our reputation.
It is not always possible to deter employee misconduct, and the precautions we
take to prevent and detect this activity may not be effective in controlling
unknown or unmanaged risks or losses.
ITEM 2. PROPERTIES
All of our facilities are leased in close proximity to our customers.
Since 1992, we have leased our corporate headquarters office building in
Fairfax, Virginia. We are in the fourth year of a ten-year lease on this
facility. As of December 31, 2001, we leased 21 additional operating facilities
throughout the metropolitan Washington, D.C. area and 63 facilities in other
parts of the United States. We also have employees working at customer sites
throughout the United States and in other countries.
ITEM 3. LEGAL PROCEEDINGS
On July 29, 1999, Thomas Harris Corporation filed suit in state court in
Rockwall County, Texas, against our environmental remediation subsidiary (which
is among our businesses included in discontinued operations) and subcontractors
to that subsidiary, alleging that our subsidiary or its subcontractors caused
soil and groundwater contamination by improperly disposing of dry cleaning
solvents, and seeking an unspecified amount of actual, consequential and
punitive damages. We vigorously dispute and deny these allegations. Trial in
this case has been set for April 22, 2002. While the ultimate outcome of
litigation cannot be assured, if and to the extent that the damages alleged by
the plaintiffs are ultimately determined to be our responsibility, we believe
that we will be able to recover a portion of the amount from our professional
liability insurance, including fees for our attorneys, and that any amounts
that we bear will not have a material adverse effect on our business,
prospects, financial condition, cash flow or operating results.
On June 1, 2001, CHBP, Ltd., a customer of our environmental remediation
subsidiary, filed suit against a number of parties alleging that they caused
soil and groundwater contamination while occupying a commercial business center
owned by CHBP, Ltd. On November 15, 2001, some of the defendants in this suit
filed a third-party complaint against our environmental remediation subsidiary,
alleging that services provided by our subsidiary to CHBP, Ltd. caused or
contributed to the alleged contamination of the property. We have denied the
third-party plaintiffs' allegations in our answer to the third-party complaint,
and believe that we have other defenses and claims, including indemnification
claims and professional liability insurance coverage, and do not believe this
litigation will have a material adverse effect on our business, prospects,
financial condition or operating results.
14
Like most large government defense contractors, our contract costs are
audited and reviewed on a continual basis by an in-house staff of auditors from
the Defense Contract Auditing Agency. In addition to these routine audits, we
are subject from time to time to audits and investigations by other agencies of
the federal government. These audits and investigations are conducted to
determine if our performance and administration of our government contracts is
compliant with contractual requirements and applicable federal statutes and
regulations. An audit or investigation may result in a finding that our
performance and administration is compliant or, alternatively, may result in
the government initiating proceedings against us or our employees, including
administrative proceedings seeking repayment of monies, suspension and/or
debarment from doing business with the federal government or a particular
agency, or civil or criminal proceedings seeking penalties and/or fines. Audits
and investigations conducted by the federal government frequently span several
years. Other than routine audits of our contract costs, we are not aware of any
other government audits or investigations except as set forth below.
On August 17, 2001, we were served with a grand jury subpoena issued by
the United States District Court for the Eastern District of Virginia. The U.S.
Attorney's Office for the Eastern District of Virginia has advised us that the
investigation relates to whether we improperly charged a portion of our
corporate merger and acquisition-related expenses and certain expenses of our
Australian-based software consulting subsidiary (which is one of our businesses
included in discontinued operations) in a manner that would have resulted in
those expenses being reimbursed by the U.S. government. Based on conversations
with the U.S. Attorney's Office, we believe that we may receive a second
subpoena or other request for information from the U.S. Attorney's Office
relating to this investigation. This investigation is in its preliminary stages
and accordingly it is too early to tell whether the consequences of the
investigation will have a material adverse effect on our business, prospects,
financial condition or operating results. We are fully cooperating with the
federal government's investigation of this matter.
We also are currently subject to an investigation by the Inspector General
of the EPA regarding the number of hours we charged in the performance of a
contract with the EPA. We do not believe that the outcome of this investigation
will have a material adverse effect on business, prospects, financial condition
or operating results. We are fully cooperating with the federal government's
investigation. The investigation of the Inspector General of the Department of
State regarding our allocation of costs to a contract with the Department of
State was closed without any adverse action against the company.
In addition to the foregoing, we are subject to certain other legal
proceedings, claims and disputes which arise in the ordinary course of our
business. Although we cannot predict the outcomes of these other legal
proceedings, based on the information now available to us, we do not believe
that the ultimate resolution of these matters, either individually or in the
aggregate, will have a material adverse effect on our business, prospects,
financial condition or operating results.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
15
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
Market Information
Our common stock has been quoted on the Nasdaq National Market under the
symbol "MANT" since our initial public offering on February 7, 2002. Prior to
the initial public offering, there had been no public market for our common
stock. The following table lists the high and low per share closing sales
prices for our common stock as reported by the Nasdaq National Market for the
periods indicated
The initial public offering price of our Class A common stock on February
7, 2002 was $16.00 per share and the closing sales price of our Class A common
stock on February 28, 2001 was $18.01. As of February 28, 2002, there were
9,098,813 shares of Class A common stock outstanding that were held by 5
stockholders of record.
Dividend Policy
Our credit facility prohibits us from paying cash dividends to holders of
our common stock. In addition, we currently intend to retain any earnings for
the future operation and growth of our business. Therefore, we do not
anticipate paying any cash dividends on our common stock in the foreseeable
future. No dividends have been declared on any class of our common stock during
the past two fiscal years. Any future dividends declared would be at the
discretion of our board of directors and would depend, among other factors,
upon our results of operations, financial condition and cash requirements and
the terms of our credit facility and other financing agreements at the time
such payment is considered.
Use of Proceeds
On February 6, 2002, our first registration statement, filed on Form S-1
(File No. 333-73946) under the Securities Act of 1933, relating to our initial
public offering of Class A Common Stock, was declared effective, and on February
7, 2002, our registration statement filed under Rule 462(b) (File No. 333-82310)
was declared effective. Under these registration statements, we registered a
total of 7,200,000 shares of our Class A common stock, of which 6,866,667 shares
were sold by us, and 333,333 shares were sold by the selling stockholder, who is
our Chairman of the Board of Directors, Chief Executive Officer and President,
and a 10% or greater stockholder. All such shares were sold at $16.00 per share
on February 7, 2002. The managing underwriters for the offering were Jefferies &
Company, Inc., Legg Mason Wood Walker, Incorporated and BB&T Capital Markets.
Pursuant to the terms of the underwriting agreement described in the
registration statements, the underwriters were entitled to elect, not later than
March 9, 2002, to sell up to 1,080,000 additional shares of our Class A common
stock, of which 696,487 shares were to be sold by us, and 383,513 shares were to
be sold by the selling stockholder if the underwriters elected to sell all the
additional shares. On February 12, 2002, the underwriters elected to sell an
additional 1,080,000 shares, resulting in an aggregate offering price of
$132,480,000, of which $121,010,464 pertained to shares sold by us and the
remaining $11,469,536 pertained to shares sold by the selling stockholder. The
total underwriting discount was approximately $9.3 million, of which the company
paid $8.5 million, and we incurred other expenses (including filing, legal and
accounting fees) of approximately $2.5 million, none of which were paid to our
directors or officers or their affiliates or to persons owning 10% or more of
any class of our common stock or that of our affiliates. Our net proceeds from
the offering were $110.0 million. Proceeds from the offering were used to repay
the principal and accrued interest outstanding under our term loan and under our
subordinated debt and to pay off all but $25.0 million of principal owing under
our revolving credit facility. The principal and accrued interest under our term
loan was $6.0 million, principal and accrued interest under our subordinated
debt was $8.1 million, and the principal repayment under our revolving credit
facility was $17.7 million.
We intend to use the remainder of the net proceeds of the offering
(together with cash on hand, additional borrowings and capital stock) to fund
all or a portion of the costs of any acquisitions of complementary businesses
we determine to pursue in the future, although there are no assurances that we
will be able to successfully identify or consummate any such acquisitions. To
the extent that we do not pursue or consummate any acquisitions, any remaining
net proceeds to us will be used for working capital and general corporate
purposes. We have no present commitments, agreements or understandings to
acquire any business. We may invest the net proceeds of this offering in
short-term, investment grade, interest-bearing securities or guaranteed
obligations of the United States or its agencies.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data presented below for each of the years in the
five-year period ended December 31, 2001 is derived from our audited
consolidated financial statements. You should read the selected financial data
presented below in conjunction with our consolidated financial statements, the
notes to our consolidated financial statements and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
16
Year Ended December 31,
-----------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Statement of Income Data:
Revenues $431,436 $378,827 $353,924 $314,309 $286,051
Cost of services 353,337 315,414 296,306 265,189 245,857
------- ------- ------- ------- -------
Gross profit 78,099 63,413 57,618 49,120 40,194
------ ------ ------ ------ ------
Costs and expenses:
General and administrative 44,787 41,545 39,175 33,389 27,509
Depreciation and amortization 3,262 3,279 3,275 2,284 2,304
----- ----- ----- ----- -----
Total costs and expenses 48,049 44,824 42,450 35,673 29,813
------ ------ ------ ------ ------
Income from operations 30,050 18,589 15,168 13,447 10,381
Interest expense 2,922 4,438 4,122 4,020 2,434
Loss from investment default -- -- -- 5,230 --
Other (income) expense, net (1,202) 1,039 (1,253) (940) (1,925)
------- ----- ------- ----- -------
Income before provision for income
taxes and minority interest 28,330 13,112 12,299 5,137 9,872
Provision for income taxes (12,083) (5,974) (5,466) (2,183) (4,410)
Minority interest (7) (13) (37) (33) (24)
--- ---- ---- ---- ----
Income from continuing operations 16,240 7,125 6,796 2,921 5,438
(Loss) income from discontinued
operations (6,533) (4,667) (2,727) (1,268) 255
Loss on disposal of discontinued
operations (8,912) (719) -- -- --
------- ----- -------- --------- -------
Net income (loss) $795 $1,739 $4,069 $1,653 $5,693
===== ======= ======= ======= =======
Income from continuing operations
available to common stockholders $16,240 $7,125 $6,796 $2,838 $4,189
======== ======= ======= ======= =======
As Reported:
Basic earnings per share from
continuing operations/(1)/ $14.24 $6.29 $5.98 $2.46 $3.60
======= ====== ====== ====== ======
Diluted earnings per share from
continuing operations/(1)/ $14.12 $6.24 $5.93 $2.43 $3.54
======= ====== ====== ====== ======
Post-Split:
Basic earnings per share from
continuing operations/(2)/ $0.87 $0.39 $0.37 $0.15 $0.22
====== ====== ====== ====== =====
Diluted earnings per share from
continuing operations/(2)/ $0.87 $0.38 $0.36 $0.15 $0.22
====== ====== ====== ====== =====
Balance Sheet Data:
Cash and cash equivalents $26,902 $29,578 $19,571 $14,572 $17,318
Working capital 67,622 71,882 66,784 59,354 46,593
Total assets 186,242 186,843 186,070 165,718 154,886
Long-term debt 70,343 73,000 72,005 66,377 49,135
Total stockholders' equity 22,557 21,794 19,548 15,515 16,831
17
/(1)/ Represents the calculation of earnings per share of our corporate
predecessor, ManTech International Corporation (New Jersey), as
reported in the historical consolidated financial statements, prior to
our reincorporation, recapitalization and subsequent stock split, as
discussed in Note 16 to the audited Consolidated Financial Statements.
/(2)/ Prior to our initial offering, we reincorporated from New Jersey to
Delaware, recapitalized and effected a 16.3062-for-one stock split, and
the Post-Split per share data gives effect to these transactions. The
holders of each share of Class A common stock are entitled to one vote
per share, and the holders of each share of Class B common stock are
entitled to ten votes per share.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion of our financial condition and results of
operations should be read together with the consolidated financial statements
and the notes to those statements included elsewhere in this document. This
discussion contains forward-looking statements that involve risks and
uncertainties. This discussion addresses only our continuing operations, except
in the discussion under the heading, "Discontinued Operations." For more
information on our discontinued operations, please see note 15 to our
consolidated financial statements.
Overview
We deliver a broad array of information technology and technical services
solutions to U.S. federal government customers, focusing primarily on critical
national defense programs for the intelligence community and Department of
Defense. We design, develop, procure, implement, operate, test and maintain
mission-critical, enterprise information technology and communication systems
and intelligence processing infrastructures for our federal government
customers. We also provide solutions to federal government civilian agencies,
as well as to state and local governments and commercial customers.
A substantial portion of our revenues are derived from contracts with the
federal government. For the years ended December 31, 2001 and 2000, 96.2% and
96.1%, respectively, of our revenues were derived, either as a prime or a
subcontractor, from contracts with the federal government. For the years ended
December 31, 2001 and 2000, we derived 85.1% and 83.6%, respectively, of our
revenues from contracts with our customers in the intelligence community and
Department of Defense.
Our revenues consist primarily of payments for the work of our employees
and, to a lesser extent, the pass-through of costs for material and subcontract
efforts under contracts with our customers. We enter into three types of
federal government contracts: cost-plus, time-and-materials and fixed-price.
Under cost-plus contracts, we are reimbursed for allowable costs and paid a
fee, which may be fixed or performance-based. 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-material contracts
because we assume the risk of performing those contracts at negotiated hourly
rates. 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 and receive the benefit of cost savings. For the
year ended December 31, 2001, we derived approximately 35.2%, 36.2% and 28.6%
of our revenues from cost-plus, time-and-materials and fixed-price contracts,
respectively. For the year ended December 31, 2000, we derived approximately
39.7%, 34.6% and 25.7% of our revenues from cost-plus, time-and-materials and
fixed-price contracts, respectively.
We recognize revenues under cost-plus contracts as our costs are incurred
and we include an estimate of applicable fees earned. We recognize revenues
under time-and-materials contracts by multiplying the number of direct
labor-hours expended in the performance of the contract by the contract billing
rates and adding other billable direct costs. For contracts that include
performance-based incentives, we recognize the incentives when they have been
earned and we can reasonably demonstrate satisfaction of the performance goal
or when the incentive has been awarded. We recognize revenues under fixed-price
contracts using the percentage of completion method, which involves a periodic
assessment
18
of costs incurred to date in relation to the estimated total costs at
completion, or upon the delivery of specific products or services. We record
the cumulative effects of any revisions to our estimated total costs and
revenues in the period in which the facts requiring revisions become known. If
we anticipate a loss on a contract, we provide for the full amount of the
anticipated loss at the time of that determination.
Our most significant expense is our cost of services, which consists
primarily of direct labor costs for program personnel and direct expenses
incurred to complete contracts, including cost of materials and subcontract
efforts. Our ability to accurately predict personnel requirements, salaries and
other costs, as well as to manage personnel levels and successfully redeploy
personnel, can have a significant impact on our cost of services. General and
administrative expenses consist primarily of costs associated with our
management, finance and administrative groups; personnel training; sales and
marketing expenses which include bid and proposal efforts; and certain
occupancy, travel and other corporate costs.
Results of Operations
The following table sets forth, for each period indicated, the percentage
of items in the consolidated statement of operations in relation to revenues.
Year Ended December 31,
-----------------------
2001 2000 1999
---- ---- ----
Revenues............................................................ 100.0% 100.0% 100.0%
Cost of services................................................ 81.9 83.3 83.7
------ ------ ------
Gross profit........................................................ 18.1 16.7 16.3
------ ------ ------
Costs and expenses:
General and administrative...................................... 10.4 11.0 11.1
Depreciation and amortization................................... 0.7 0.9 0.9
------ ------ ------
Total costs and expenses................................... 11.1 11.9 12.0
------ ------ ------
Income from operations.............................................. 7.0 4.8 4.3
Interest expense.................................................... 0.7 1.2 1.2
Loss from investment default........................................ -- -- --
Other (income) expense, net......................................... (0.3) 0.3 (0.4)
------ ------ ------
Income before provision for income taxes and minority interest...... 6.6 3.3 3.5
Provision for income taxes.......................................... (2.8) (1.6) (1.5)
Minority interest................................................... (0.0) (0.0) (0.0)
------ ------ ------
Income from continuing operations................................... 3.8 1.7 2.0
Loss from discontinued operations................................... (1.5) (1.2) (0.8)
Loss on disposal of discontinued operations......................... (2.1) (0.2) --
------ ------ ------
Net income (loss)................................................... 0.2% 0.3% 1.2%
====== ====== ======
The following table sets forth, for each period indicated, the percentage
of our revenues derived from each of our major types of customers.
Year Ended December 31,
-----------------------
2001 2000 1999
---- ---- ----
Intelligence / Department of Defense................................ 85.1% 83.6% 81.7%
Federal Civilian Agencies........................................... 11.1 12.5 14.3
Commercial / State / Local.......................................... 3.8 3.9 4.0
------ ------ ------
Total...................................................... 100.0% 100.0% 100.0%
====== ====== ======
Year Ended December 31, 2001 Compared to the Year Ended December 31, 2000
Revenues. Revenues increased 13.9% to $431.4 million for the year ended
December 31, 2001, compared to $378.8 million for 2000. This increase is
attributable primarily to additional work under contracts that were in
existence during the prior year. Additional work from the Department of State
and the Army for secure systems and infrastructure solutions, the Defense
Security Service for information technology solutions and from the Marine Corps
for systems engineering solutions contributed significantly to the increased
revenues. We derived approximately 32.6% of our
19
revenues for the year ended December 31, 2001 from work under GSA schedule
contracts, compared with approximately 29.8% for 2000.
Cost of services. Cost of services increased 12.0% to $353.3 million for
the year ended December 31, 2001, compared to $315.4 million for 2000. As a
percentage of revenues, cost of services decreased from 83.3% to 81.9%. Direct
labor costs increased by 8.5%, while other direct costs increased by 19.3% over
2000. Material and subcontract costs increased 19.3% to $151.7 million for the
year ended December 31, 2001, compared to $127.2 million for 2000. The increase
arose primarily from our secure systems and infrastructure solutions work and,
to a lesser degree, our Defense Security Service information technology work.
Gross profit. Gross profit increased 23.2% to $78.1 million for the year
ended December 31, 2001, compared to $63.4 million for 2000. Gross profit
margin increased to 18.1% for the year ended December 31, 2001, compared to
16.7% for 2000. The increase resulted from higher margins on new secure systems
and infrastructure and information technology tasks, in conjunction with our
improved realization of cost efficiencies, as a greater percentage of our work
is performed under GSA schedule contracts.
General and administrative. General and administrative expenses increased
7.8% to $44.8 million for the year ended December 31, 2001, compared to $41.5
million for 2000 for additional management personnel and infrastructure to
support the growth of our business. As a percentage of revenues, general and
administrative expenses declined 0.6% over the comparable period during the
prior year as a result of operating efficiencies, such as our improved
monitoring of costs.
Depreciation and amortization. Depreciation and amortization expense has
remained relatively constant for the year ended December 31, 2001 and 2000,
because we have not acquired any companies or made any significant purchases of
fixed assets during the periods.
Income from operations. Income from operations increased 61.7% to $30.1
million for the year ended December 31, 2001, compared with $18.6 million for
2000. The increase was primarily a result of the increase in revenues relative
to the cost of services discussed above.
Income from continuing operations. Income increased 127.9% to $16.2
million for the year ended December 31, 2001, compared to $7.1 million for
2000. The increase resulted from higher operating income, an increase in other
income, reduced interest expense and a lower effective tax rate. Other income
increases are primarily attributable to our equity investment in an affiliate
which has been more profitable in 2001. Interest expense for 2001 decreased by
34.2% from the year ended December 31, 2000 as a result of a $6.2 million
reduction in our average balance under our line of credit and from lower
interest rates. Our effective tax rate for the year ended December 31, 2001 was
42.7%, compared to 45.6% for 2000, due to a relative decrease in non-deductible
expenses.
Year Ended December 31, 2000 Compared to the Year Ended December 31, 1999
Revenues. Revenues increased 7.0% to $378.8 million for the year ended
December 31, 2000, compared to $353.9 million for 1999. This increase was
attributable primarily to additional work under contracts that were in
existence during the prior year. Additional work from the Department of State
and the Army for secure systems and infrastructure solutions and from the
Marine Corps for systems engineering solutions contributed significantly to the
increased revenues, offset in part by declines in work under an Army
information technology solutions contract. We derived approximately 29.8% of
our revenues for 2000 from work under GSA schedule contracts, compared with
approximately 20.3% for 1999. We derived approximately 7.8% of our revenues for
2000 from contracts in which we acted as a subcontractor, compared with
approximately 6.8% for 1999.
Cost of services. Cost of services increased 6.4% to $315.4 million for
2000, compared to $296.3 million for 1999. As a percentage of revenues, cost of
services decreased from 83.7% to 83.3%. Direct labor costs increased by 5.9%,
while other direct costs increased by 8.2% over 1999. Material and subcontract
costs increased 8.2% to $127.2 million in 2000, compared to $117.6 million in
1999, as a result of costs primarily associated with increased secure systems
and infrastructure solutions.
Gross profit. Gross profit increased 10.1% to $63.4 million for 2000,
compared to $57.6 million for 1999. Gross profit margin increased to 16.7% for
2000, compared to 16.3% for 1999. This increase resulted from our improved
realization of cost efficiencies as a greater percentage of our work was
performed under GSA schedule contracts.
20
General and administrative. General and administrative expenses increased
6.0% to $41.5 million for 2000, compared to $39.2 million for 1999, as our
expenses grew in line with the growth of our business. As a percentage of
revenues, general and administrative expenses declined 0.1%.
Depreciation and amortization. Depreciation and amortization expense
remained relatively constant for 2000 and 1999, because we did not acquire any
companies in 2000 or make any significant purchases of fixed assets during the
year. There were no significant purchases of fixed assets during the year,
primarily due to the fact that we began leasing the majority of our computer
equipment under three-year leases in the first quarter of 1999.
Income from operations. Income from operations increased 22.6% to $18.6
million for 2000, compared to $15.2 million for 1999. The increase was
primarily a result of the increase in revenues relative to the cost of services
discussed above, offset by increased general and administrative expenses.
Income from continuing operations. Income increased 4.8% to $7.1 million
for 2000, compared to $6.8 million for 1999. The increase resulted from higher
operating income, offset by higher interest expense, a reduction in other
income and a higher effective tax rate. While the average debt balance remained
fairly constant year over year, interest expense for the year increased by $0.3
million from the prior year as a result of increasing interest rates. Other
income declined by $2.3 million in 2000 compared to 1999 as a result of reduced
earnings from an equity investment and a non-recurring $0.4 million gain
recorded in 1999 upon our sale of a building. Our effective tax rate for 2000
was 45.6%, compared to 44.4% for 1999, due to a relative increase in
non-deductible expenses.
21
Liquidity and Capital Resources
Our primary source of liquidity has been cash provided by operations and
our revolving credit and term-loan facility. Proceeds from our initial public
offering provide a source of future liquidity. We fund our operations primarily
through cash provided by operating activities. Cash provided by continuing
operations was $19.0 million for the year ended December 31, 2001, a decrease of
$0.9 million from the prior year. The primary reason for this decrease was
increased contract receivables and decreased advanced billings offset by a $9.1
million increase in income from continuing operations and increases in accounts
payable and accruals.
Cash provided by operating activities of continuing operations for 2000
and 1999 was $19.9 million and $9.4 million, respectively. In 2000, cash
provided by operating activities was generated primarily from income from
continuing operations of $7.1 million, a decrease in contract receivables as a
result of greater efforts to monitor and collect these amounts, an increase in
advanced billings and an increase in salary-related accruals, offset by
increases in prepaid expenses and other assets and decreases in accounts
payable and accrued expenses. In 1999, cash flow was principally due to income
from continuing operations of $6.8 million, increases in accounts payable and
accrued expenses and decreases in prepaid expenses and other assets, offset by
a significant increase in contract receivables resulting from growth in our
contract base.
Cash used in investing activities of continuing operations was $5.8 million
for the year ended December 31, 2001, compared to $4.2 million for the prior
year. Investment activities in 2001 included investments in and loans extended
to an affiliate, purchase of property and equipment and investments in
intellectual property. Cash used in investing activities for 2000 and 1999 was
$4.2 million and $2.6 million, respectively. Investing activities in those years
primarily consisted of investments in intellectual property, acquisitions of
businesses, investments and loans to affiliates and purchase of property and
equipment.
Cash used in financing activities of continuing operations was $4.8
million for the year ended December 31, 2001, compared to $0.0 million for the
year ended December 31, 2000. The net cash used during 2001 is primarily the
result of reduction in debt.
Cash provided by financing activities of continuing operations was $2.0
million for 1999. Debt repayments and borrowings produced no significant cash
impact in 2000. Borrowings under our line of credit exceeded repayments of
other debt items by $2.0 million in 1999.
On December 17, 2001, we executed a new Business Loan and Security
Agreement with Citizens Bank of Pennsylvania, PNC Bank N.A., Branch Banking and
Trust Company of Virginia, and Chevy Chase Bank, F.S.B. to refinance and
replace our prior agreement. The new agreement provides for a $65.0 million
revolving credit facility and a $6.4 million term loan. Under the term-loan
portion of the new agreement, the principal balance is payable in consecutive
quarterly installments of $0.5 million on the last business day of each quarter
commencing with the last business day of December 2001. The maturity date of
the new agreement is December 31, 2004. Borrowings under the new agreement are
collateralized by our eligible contract receivables, inventory, all of our
stock in our subsidiaries and certain property and equipment and bear interest
at the London Interbank Offering Rate (LIBOR), or the lender's prime rate, plus
market-rate spreads that are determined based on a company leverage ratio
calculation. The LIBOR spreads may range from 1.75% to 2.75% and the prime rate
spreads may range from 0.50% to 1.50%. The aggregate weighted average interest
rate for the year ended December 31, 2001 was 8.41%. At December 31, 2001, we
had $63.2 million in borrowings outstanding under the agreement. The term loan
balance and accrued interest and all but $25 million of the revolving credit
facility were repaid subsequent to year end.
22
Our new loan agreement replaced a November 1998 Business Loan and Security
Agreement with Mellon Bank N.A., First Union Commercial Corporation and PNC
Bank N.A. that, as modified in October 2000, consisted of a $60.0 million
revolving credit facility and a $16.0 million term loan. Under the revolving
portion of the former agreement, we could borrow the lesser of defined
percentages of receivables or $60.0 million. Under the term-loan portion of the
former agreement, the principal balance was payable in consecutive quarterly
installments of $0.8 million on the last business day of each quarter with a
final payment of $6.4 million due upon the expiration of the agreement on
December 31, 2001. Borrowings under the former agreement were collateralized by
our eligible contract receivables, inventory and certain property and equipment
and as of September 30, 2001 bore interest at the agreed-upon LIBOR plus 2.25%
for the first $25.0 million outstanding, at LIBOR plus 2.75% for the term loan,
at LIBOR plus 2.03125% for European currency loans of $1.0 million and at the
bank's prime rate plus 1.00% for outstanding amounts greater than $33.2
million.
In January 1998, we executed a seven-year Subordinated Credit Agreement
with First Source Financial LLP for $8.0 million to finance the redemption of
preferred stock. The principal balance is payable in eight consecutive
quarterly installments of $0.9 million on the first business day of each
quarter commencing with the first business day of January 2003. A ninth and
final payment is due on the last day of December 2004. The balance and accrued
interest of this credit facility was repaid subsequent to year end.
In February 2002, we applied $31.8 million in proceeds from our initial
public offering to repay the principal and accrued interest outstanding under
our term loan and under our subordinated debt and to pay off all but $25.0
million of principal owing under our revolving credit facility.
We believe the capital resources available to us under our credit
agreements and cash from our operations are adequate to fund our ongoing
operations and to support the internal growth we expect to achieve for at least
the next 12 months. We anticipate financing our external growth from
acquisitions as well as our longer-term internal growth through one or a
combination of the following: cash from operations; additional borrowing;
proceeds from our initial public offering and additional issuances of equity;
use of the existing revolver facility; or a refinancing of our credit
facilities.
Discontinued Operations
Prompted by the prospect in the early 1990s of stable or declining federal
government spending on defense programs as a result of the end of the Cold War,
we made a number of investments in businesses operating primarily in
non-governmental markets in the United States and internationally. Our
investment in commercial and international business ventures contributed to our
expertise with leading-edge information technology and technical services
solutions. As a result of the favorable outlook for government technology
service providers and the slowdown in the commercial information technology
market, we determined in January 2001 to refocus our business strategy on our
core competencies and business operations in the U.S. federal government
market. In September 2001, we decided to exit certain lines of business
involving foreign operations or operations that primarily serve commercial
customers. The company's discontinued operations included three foreign and two
domestic commercial businesses. The company completed the sale of its
U.S.-based commercial environmental consulting business. The company expects to
dispose of its China-based consulting business no later than April 30, 2002.
The company is currently in negotiations for the sale of its Australia-based
consulting business. Several potential buyers have expressed interest in the
UK-based banking related IT business and in its U.S.-based application hosting
business. We are not discontinuing or disposing of our operations that
currently provide comprehensive information technology and systems engineering
solutions to federal government agencies, including the EPA, or that currently
provide database conversion solutions to commercial customers. The lines of
business to be disposed of or discontinued have been classified as discontinued
operations in our consolidated financial statements. Based on independent
valuations, market comparable information and interest expressed in these
businesses, we have estimated the likely net gains and losses to income
expected from these businesses through the estimated date of disposal. In
accordance with Accounting Principles Board Opinion No. 30, Reporting the
Results of Operations--Reporting the Effects of Disposal of a Segment of a
Business and Extraordinary Unusual and Infrequently Occurring Events and
Transactions, we have recorded all current and expected future losses and
deferred all gains expected to be realized upon disposal of the respective
entities. Because current market conditions for the sale of the company's
commercial technology businesses have deteriorated since September 30, 2001
when the company first estimated its expected losses to dispose of these
operations, and based on the company's continued desire to exit these
businesses, the company has booked additional losses (net of tax) of $3.0
million in Q4 2001 associated with the disposal of these operations. The
company still expects to exit all of its discontinued operations by June 30,
2002.
Quantitative and Qualitative Disclosures About Market Risk
23
Our exposure to market risk has related to changes in interest rates for
borrowings under our senior term loan and our revolving credit facility. These
borrowings bear interest at variable rates. We also have an unsecured note that
bears interest at a fixed rate. We estimate the fair value of this note to
approximate the $8.0 million principal balance. Based on our senior term loan
and our revolving credit facility borrowings during 2001, a hypothetical 10%
increase in interest rates would have increased our annual interest expense by
approximately $0.4 million and would have decreased our annual cash flow from
operations by approximately $0.4 million.
In November 2000, we entered into an interest swap agreement in order to
reduce our exposure associated with the market volatility of interest rates.
This agreement has a notional amount of $25.0 million and, as of December 31,
2001, had a rate of 6.83%. This agreement is a hedge against revolving debt of
$25.0 million, which bears interest at monthly floating LIBOR plus 2.00%. At
stated monthly intervals the difference between the interest on the floating
LIBOR-based debt and the interest calculated in the swap agreement are settled
in cash. The value of the swap at December 31, 2001 was a negative $2,066,000.
Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 141, Business Combinations (SFAS No. 141). SFAS No. 141 requires that all
business combinations be accounted for by a single method--the purchase method.
The provisions of SFAS No. 141 apply to all business combinations initiated
after June 30, 2001. SFAS No. 141 also applies to all business combinations
accounted for using the purchase method for which the date of acquisition is
July 1, 2001, or later. We do not expect the adoption of the provisions of SFAS
No. 141 to have an impact on our consolidated financial position or results of
operations.
In June 2001, the FASB issued Statement No. 142, Goodwill and Other
Intangible Assets (SFAS No. 142). SFAS No. 142 requires that, upon its
adoption, amortization of goodwill will cease and instead, the carrying value
of goodwill will be evaluated for impairment on an annual basis. Identifiable
intangible assets will continue to be amortized over their useful lives and
reviewed for impairment in accordance with SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of
(SFAS No. 121). SFAS No. 142 will be effective for fiscal years beginning
after December 15, 2001. We have not yet completed our analysis of this new
pronouncement and the impact it will have on the consolidated financial
statements.
In July 2001, the FASB issued Statement No. 143, Accounting for Asset
Retirement Obligations (SFAS No. 143). SFAS No. 143 requires that the fair
value of a liability for an asset retirement obligation be recognized in the
period in which it is incurred, if a reasonable estimate of fair value can be
made. The associated asset retirement cost would be capitalized as part of the
carrying amount of the long-lived asset. SFAS No. 143 will be effective for
fiscal years beginning after June 15, 2002. We have not determined the effect
that this statement will have on our consolidated financial position or results
of operations.
In October 2001, the FASB issued Statement No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets (SFAS No. 144), that replaces SFAS
No. 121. SFAS No. 144 requires that long-lived assets be measured at the lower
of carrying amount or fair value less cost to sell, whether reported in
continuing operations or in discontinued operations. SFAS No. 144 also broadens
the reporting of discontinued operations to include all components of an entity
with operations that can be distinguished from the rest of the entity and that
will be eliminated from the ongoing operations of the entity in a disposal
transaction. The provisions of SFAS No. 144 are effective for financial
statements issued for fiscal years beginning after December 15, 2001. We have
not yet completed our analysis of this new pronouncement and the impact it will
have on the consolidated financial statements.
In November 2001, the Emerging Issues Task Force (EITF) issued Topic No.
D-103, Income Statement Characterization of Reimbursements Received for
"Out-of-Pocket" Expenses Incurred. EITF No. D-103 requires that companies
report reimbursements received for out-of-pocket expenses incurred as revenue,
rather than as a reduction of expenses. The provisions of EITF No. D-103 are
effective for financial statements issued for fiscal years beginning after
December 15, 2001. As we have historically accounted for reimbursements of
out-of-pocket expenses in the manner provided for under EITF No. D-103, we do
not expect the adoption of the provisions of EITF No. D-103 to have an impact
on our consolidated financial position or results of operations.
24
ITEM 8. FINANCIAL STATEMENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Independent Auditors' Report.................................................................................. 26
Consolidated Balance Sheets as of December 31, 2001 and 2000.................................................. 27
Consolidated Statements of Income for the years ended December 31, 2001, 2000 and 1999........................ 29
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2001, 2000
and 1999................................................................................................... 30
Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999.................... 31
Notes to Consolidated Financial Statements.................................................................... 33
25
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
ManTech International Corporation
Fairfax, Virginia:
We have audited the accompanying consolidated balance sheets of ManTech
International Corporation and subsidiaries (the Company) as of December 31,
2001 and 2000, and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the three years in the period ended December
31, 2001. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of ManTech International
Corporation and subsidiaries at December 31, 2001 and 2000, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2001 in conformity with accounting principles generally
accepted in the United States of America.
As discussed in Note 8, effective January 1, 2001, the Company adopted
Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended.
DELOITTE & TOUCHE LLP
McLean, Virginia
February 22, 2002
26
MANTECH INTERNATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
ASSETS 2001 2000
---- ----
CURRENT ASSETS:
Cash and cash equivalents $ 26,902 $ 29,578
Receivables - net 92,056 83,481
Prepaid expenses and other 11,937 11,893
Assets held for sale 16,988 26,521
-------- --------
Total current assets 147,883 151,473
Property and equipment - net 6,615 7,033
Goodwill and other intangibles 10,956 12,347
Investments 7,782 3,810
Employee supplemental savings plan assets 7,637 6,898
Other assets 5,369 5,282
-------- --------
TOTAL ASSETS $186,242 $186,843
======== ========
27
MANTECH INTERNATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY 2001 2000
---- ----
CURRENT LIABILITIES:
Current portion of debt $ 1,969 $ 4,200
Accounts payable and accrued expenses 26,212 19,923
Accrued salaries and related expenses 17,499 15,349
Deferred income taxes 19,161 16,722
Billings in excess of revenue earned 2,656 7,939
Liabilities held for sale 12,764 15,458
--------- ---------
Total current liabilities 80,261 79,591
Debt - net of current portion 70,343 73,000
Deferred rent 327 441
Accrued retirement 9,111 8,382
Deferred income taxes 2,140 2,139
Minority interest 41 34
--------- ---------
TOTAL LIABILITIES 162,223 163,587
--------- ---------
COMMITMENTS AND CONTINGENCIES
REDEEMABLE CLASS B COMMON STOCK 1,462 1,462
STOCKHOLDERS' EQUITY:
Common stock, Class A - no par value; 25,000,000 shares authorized;
4,111,502 shares issued; 1,040,566 and 1,033,938 shares outstanding
at December 31, 2001 and 2000, respectively 1,179 1,179
Common stock, Class C - no par value; 100,000 shares authorized;
71,664 shares issued and outstanding 21 21
Additional paid in capital 2,468 1,326
Retained earnings 34,304 33,509
Accumulated other comprehensive loss (1,443) (240)
Deferred compensation 640 640
Treasury stock - at cost; 3,070,936 and 3,077,564 shares of Class A; and
47,738 shares of Class B at December 31, 2001 and 2000, respectively (14,612) (14,641)
--------- ---------
Total stockholders' equity 22,557 21,794
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 186,242 $ 186,843
========= =========
See notes to consolidated financial statements.
28
MANTECH INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands Except Per Share Amounts)
Year Ended December 31,
-----------------------
2001 2000 1999
---- ---- ----
REVENUES $ 431,436 $ 378,827 $ 353,924
COST OF SERVICES 353,337 315,414 296,306
---------- ---------- ----------
GROSS PROFIT 78,099 63,413 57,618
---------- ---------- ----------
COSTS AND EXPENSES:
General and administrative 44,787 41,545 39,175
Depreciation and amortization 3,262 3,279 3,275
---------- ---------- ----------
Total costs and expenses 48,049 44,824 42,450
---------- ---------- ----------
INCOME FROM OPERATIONS 30,050 18,589 15,168
Interest expense 2,922 4,438 4,122
Loss from investment default
Equity in (earnings) losses of affiliates (420) 1,162 (810)
Other income (782) (123) (443)
---------- ---------- ----------
INCOME BEFORE PROVISION FOR INCOME
TAXES AND MINORITY INTEREST 28,330 13,112 12,299
Provision for income taxes (12,083) (5,974) (5,466)
Minority interest (7) (13) (37)
---------- ---------- ----------
INCOME FROM CONTINUING OPERATIONS 16,240 7,125 6,796
Loss from discontinued operations - net (6,533) (4,667) (2,727)
Loss on disposal of discontinued operations - net (8,912) (719) -
---------- ---------- ----------
NET INCOME $ 795 $ 1,739 $ 4,069
========== ========== ==========
INCOME FROM CONTINUING OPERATIONS
AVAILABLE TO COMMON STOCKHOLDERS $ 16,240 $ 7,125 $ 6,796
========== ========== ==========
BASIC EARNINGS (LOSS) PER SHARE:
Income from continuing operations $ 14.24 $ 6.29 $ 5.98
Loss from discontinued operations (13.55) (4.76) (2.40)
---------- ---------- ----------
$ 0.69 $ 1.53 $ 3.58
---------- ---------- ----------
Weighted average common shares outstanding 1,140,058 1,132,140 1,135,659
========== ========== ==========
DILUTED EARNINGS (LOSS) PER SHARE:
Income from continuing operations $ 14.12 $ 6.24 $ 5.93
Loss from discontinued operations (13.43) (4.72) (2.38)
---------- ---------- ----------
$ 0.69 $ 1.52 $ 3.55
---------- ---------- ----------
Weighted average common shares outstanding 1,149,847 1,141,929 1,145,448
========== ========== ==========
See notes to consolidated financial statements.
29
MANTECH INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in Thousands)
Accumulated
Additional Comprehensive Other
Common Paid In Income Retained Comprehensive
Stock Capital (Loss) Earnings Loss
-------------- --------------- --------------- ---------- ----------------
BALANCE, JANUARY 1, 1999 $ 1,200 $ - $ 27,701 $ (123)
Net income $ 4,069 4,069
---------
Other comprehensive loss:
Translation adjustments (36)
---------
Other comprehensive loss (36) (36)
---------
Comprehensive income $ 4,033
--------- --------- ========= --------- ---------
BALANCE, DECEMBER 31, 1999 1,200 31,770 (159)
Net income $ 1,739 1,739
---------
Other comprehensive loss:
Translation adjustments (81)
---------
Other comprehensive loss (81)
--------- (81)
Comprehensive income $ 1,658
=========
Contribution of Class A common stock
to Employee Stock Ownership Plan 1,326
Redemption of Class B common stock --------- ---------- --------- ---------
BALANCE, DECEMBER 31, 2000 1,200 1,326 33,509 (240)
Net income $ 795 795
---------
Other comprehensive loss:
Cash flow hedge (1,133)
Translation adjustments (70)
---------
Other comprehensive loss (1,203) (1,203)
---------
Comprehensive loss $ (408)
=========
Contribution of Class A common stock
to Employee Stock Ownership Plan 1,142
--------- ---------- --------- ---------
BALANCE, DECEMBER 31, 2001 $ 1,200 $ 2,468 $ 34,304 $ (1,443)
========= ======== ========= =========
Total
Deferred Treasury Stockholders'
Compensation Stock Equity
-------------- ----------- --------------
BALANCE, JANUARY 1, 1999 $ 640 $ (13,903) $ 15,515
Net income 4,069
Other comprehensive loss:
Translation adjustments
Other comprehensive loss (36)
Comprehensive income --------- ---------- ---------
BALANCE, DECEMBER 31, 1999 640 (13,903) 19,548
Net income 1,739
Other comprehensive loss:
Translation adjustments
Other comprehensive loss (81)
Comprehensive income
Contribution of Class A common stock
to Employee Stock Ownership Plan 37 1,363
Redemption of Class B common stock (775) (775)
--------- ---------- ---------
BALANCE, DECEMBER 31, 2000 640 (14,641) 21,794
Net income 795
Other comprehensive loss:
Cash flow hedge
Translation adjustments
Other comprehensive loss (1,203)
Comprehensive loss
Contribution of Class A common stock
to Employee Stock Ownership Plan 29 1,171
--------- ---------- ---------
BALANCE, DECEMBER 31, 2001 $ 640 $ (14,612) $ 22,557
========= ========== =========
30
MANTECH INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
Year Ended December 31,
-----------------------------------
2001 2000 1999
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 795 $ 1,739 $ 4,069
Adjustments to reconcile net income to net cash provided by
operating activities:
Equity in (earnings) losses of affiliates (419) 1,162 (810)
Loss from discontinued operations 6,533 4,667 2,727
Loss on disposal of discontinued operations 8,912 719 -
Deferred income taxes 4,479 981 (338)
Minority interest in income of consolidated subsidiaries 7 15 37
(Gain) loss on disposal of property and equipment (104) 142 (183)
Depreciation and amortization 5,228 5,548 5,635
Change in assets and liabilities - net of effects from
acquired and disposed businesses:
(Increase) decrease in receivables (9,056) 5,010 (9,965)
(Increase) decrease in prepaid expenses and other (1,332) (8,180) 2,637
Decrease in inventory - 755 171
Increase (decrease) in accounts payable and accrued expenses 5,094 (1,377) 5,144
Increase in accrued salaries and related expenses 3,282 3,211 10
(Decrease) increase in billings in excess of revenue earned (5,054) 4,699 (1,380)
(Decrease) increase in deferred rent (113) (73) 51
Increase in accrued retirement 729 834 1,582
------- ------- --------
Net cash provided by operating activities of continuing 18,981 19,852 9,387
operations ------- ------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (2,184) (1,344) (2,181)
Proceeds from sales of property and equipment 604 225 1,168
Proceeds from notes receivable 1,550 - -
Loans receivable from GSE (1,000) (1,550) -
Investment in GSE Common / Preferred Stock (3,900) (500) -
Investment in capitalized software products (1,164) (316) (900)
Investment in ADG, net of cash acquired of $4,429 - (496) (19)
Investment in REVIVE - - (677)
Dividends (Investment in) from MASI U.K. 285 (216) -
------- ------- --------
Net cash used in investing activities of continuing
operations (5,809) (4,197) (2,609)
------- ------- --------
31
MANTECH INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
Year Ended December 31,
----------------------------------------
2001 2000 1999
---- ---- ----
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in borrowings under lines of credit (153) 4,413 7,900
Repayment of term loan (3,692) (2,400) (3,200)
Repayment of notes payable (1,000) (276) (1,204)
Repayment of mortgage - - (1,163)
Payment of not-to-competes - (1,000) (337)
Repurchase of Class B common stock - (775) -
--------- --------- ---------
Net cash (used in) provided by financing activities of
continuing operations (4,845) (38) 1,996
--------- --------- ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS (67) 167 (39)
--------- --------- ---------
NET CASH USED IN DISCONTINUED OPERATIONS (10,936) (5,777) (3,736)
--------- --------- ---------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (2,676) 10,007 4,999
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 29,578 19,571 14,572
--------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 26,902 $ 29,578 $ 19,571
========= ========= =========
See notes to consolidated financial statements.
32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2001, 2000 and 1999
1. Description of the Business
ManTech International Corporation delivers a broad array of information
technology and technical services solutions to U.S. federal government
customers, focusing primarily on critical national defense programs for the
intelligence community and Department of Defense. We design, develop, procure,
implement, operate, test and maintain mission-critical, enterprise information
technology and communication systems and infrastructures for our federal
government customers in the United States and 28 countries worldwide.
2. Summary of Significant Accounting Policies
Principles of Consolidation - The accompanying consolidated financial
statements include the accounts of ManTech International Corporation and its
majority-owned subsidiaries (the Company). Minority interest represents minority
stockholders' proportionate share of the equity in one of the Company's
consolidated subsidiaries. The Company's share of affiliates' earnings (losses)
is included in the consolidated statements of income using the equity method.
All intercompany accounts and transactions have been eliminated.
Use of Accounting Estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. These estimates involve
judgments with respect to, among other things, various future economic factors
that are difficult to predict and are beyond the control of the Company.
Therefore, actual amounts could differ from these estimates.
Revenue Recognition - The majority of the Company's revenues are derived
from cost-plus-fixed-fee, cost-plus-award-fee, firm-fixed-price, or
time-and-materials contracts. Under cost-plus-fixed or award-fee contracts,
revenues are recognized as costs are incurred and include an estimate of
applicable fees earned. Under firm-fixed-price contracts, revenues are estimated
on the percentage of completion method, on the basis of costs incurred in
relation to estimated total costs, or upon delivery of specific products or
services, as appropriate. For time-and-materials contracts, revenues are
computed by multiplying the number of direct labor-hours expended in the
performance of the contract by the contract billing rates and adding other
billable direct costs. Performance incentives are incorporated in certain
contracts, which provide increased and decreased revenues based on actual
performance compared to established targets. Incentives based upon cost
performance are recorded when earned and other incentives and awards are
recorded when the amounts are earned and can be reasonably determined, or are
awarded. In certain circumstances, revenues are recognized when contract
amendments have not been finalized. Anticipated losses are recognized in the
accounting period in which they are first determined.
Cost of Services - Cost of services consists primarily of compensation
expenses for project personnel and direct expenses incurred to complete
programs, including cost of materials and subcontract efforts.
Cash and Cash Equivalents - For the purpose of reporting cash flows, cash
and cash equivalents include cash on hand, amounts due from banks, and
short-term investments with maturity dates of three months or less at the date
of purchase.
33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2001, 2000 and 1999
Property and Equipment - Property and equipment are recorded at original
cost. Upon sale or retirement, the costs and related accumulated depreciation or
amortization are eliminated from the respective accounts and any resulting gain
or loss is included in income. Maintenance and repairs are charged to expense as
incurred.
Depreciation and Amortization - Furniture and office equipment are
depreciated using the straight-line method with estimated useful lives ranging
from five to fifteen years. Leasehold improvements are amortized using the
straight-line method over a life of five years, or the term of the lease,
whichever is shorter.
Inventory - Inventory is carried at the lower of cost or market. Cost is
computed on a specific identification basis.
Goodwill and Other Intangibles - Goodwill, the excess of cost over the
fair value of net tangible and identifiable intangible assets of acquired
companies, is amortized on a straight-line basis over periods ranging from two
to twenty years. Contract rights and other intangibles are amortized on a
straight-line basis over periods ranging from three to five years.
Software Development Costs - The Company accounts for software development
costs in accordance with Statement of Financial Accounting Standards (SFAS) No.
86, Accounting for the Costs of Computer Software to be Sold, Leased, or
Otherwise Marketed. For projects fully funded by the Company, significant
development costs are capitalized from the point of demonstrated technological
feasibility until the point in time that the product is available for general
release to customers. Once the product is available for general release,
capitalized costs are amortized on a straight-line basis over a five-year period
or other such shorter period as may be required. The Company recorded $690,000,
$665,000 and $431,000, of amortization expense for the years ended December 31,
2001, 2000 and 1999, respectively. Capitalized software costs included in other
intangibles at December 31, 2001 and 2000 were $2,759,000 and $2,031,000,
respectively.
Employee Supplemental Savings Plan (ESSP) Assets - The Company maintains
several nonqualified defined contribution supplemental retirement plans for
certain key employees that are accounted for in accordance with Emerging Issues
Task Force (EITF) Issue 97-14, Accounting for Deferred Compensation Arrangements
Where Amounts Earned are Held in a Rabbi Trust and Invested, as the underlying
assets are held in rabbi trusts with investments directed by the respective
employee. A rabbi trust is a grantor trust generally set up to fund compensation
for a select group of management and the assets of this trust are available to
satisfy the claims of general creditors in the event of bankruptcy of the
Company. As required by EITF 97-14, the assets held by the rabbi trusts are
recorded at fair value in the consolidated financial statements as Employee
Supplemental Savings Plan Assets with a corresponding amount recorded as a
deferred compensation liability in Accrued Retirement.
Impairment of Long-Lived Assets - Whenever events or changes in
circumstances indicate that the carrying amount of long-lived assets, including
goodwill, software development costs and other intangibles, may not be fully
recoverable, the Company evaluates the probability that future undiscounted net
cash flows, without interest charges, will be less than the carrying amount of
the assets. If any impairment were indicated as a result of this review, the
Company would recognize a loss based on the amount by which the carrying amount
exceeds the estimated discounted future cash flows. The Company believes that no
impairments exist as of December 31, 2001.
Income Taxes - Deferred income taxes are recognized based on the estimated
future tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for
income tax purposes. Valuation allowances are established when necessary to
reduce deferred tax assets to amounts expected to be realized. Income tax
expense represents the current tax provision for the period and the change
during the period in deferred tax assets and liabilities. No provision is made
for U.S. taxes on foreign subsidiaries where earnings are expected to be
reinvested indefinitely.
Foreign Currency Translation - All assets and liabilities of foreign
subsidiaries are translated into U.S. dollars at fiscal year-end exchange rates.
Income and expense items are translated at average monthly exchange rates
prevailing during the fiscal year. The resulting translation adjustments are
recorded as a component of Accumulated other comprehensive income (loss).
Comprehensive Income (Loss) - Comprehensive income (loss) consists of net
income, unrealized gains or losses on the Company's cash flow hedge, and foreign
currency translation adjustments and is presented in the Consolidated Statements
of Changes in Stockholders' Equity.
Stock-Based Compensation - As permitted under SFAS No. 123, Accounting for
Stock-Based Compensation, the Company accounts for stock-based awards using the
intrinsic value method prescribed in Accounting Principles Board (APB) Opinion
No. 25, Accounting for Stock Issued to Employees. Accordingly, no compensation
expense has been recognized in the financial statements related to employee
stock option awards.
Fair Value of Financial Instruments - The carrying value of the Company's
cash and cash equivalents, accounts receivable, accounts payable and accrued
expenses approximate their fair values.
New Accounting Pronouncements - In June 2001, the Financial Accounting
Standards Board (FASB) issued SFAS No. 141, Business Combinations, which
requires that all business combinations be accounted for by a single method -
the purchase method. The provisions of SFAS No. 141 apply to all business
combinations initiated after June 30, 2001. SFAS No. 141 also
34
applies to all business combinations accounted for using the purchase method
for which the date of acquisition is July 1, 2001, or later. The Company does
not expect the adoption of the provisions of SFAS No. 141 to have a material
impact on its consolidated financial position or results of operations.
In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets. SFAS No. 142 requires that, upon its adoption, amortization of goodwill
will cease and instead, the carrying value of goodwill will be evaluated for
impairment on an annual basis. Identifiable intangible assets will continue to
be amortized over their useful lives and reviewed for impairment in accordance
with SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of. SFAS No. 142 will be effective for fiscal
years beginning after December 15, 2001. The Company has not yet completed its
analysis of this new pronouncement and the impact it will have on the
consolidated financial statements.
In July 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations. SFAS No. 143 requires that the fair value of a liability for an
asset retirement obligation be recognized in the period in which it is incurred,
if a reasonable estimate of fair value can be made. The associated asset
retirement cost would be capitalized as part of the carrying amount of the
long-lived asset. SFAS No. 143 will be effective for fiscal years beginning
after June 15, 2002. The Company has not yet completed its analysis of this new
pronouncement and the impact it will have on the consolidated financial
statements.
In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which replaces SFAS No. 121. SFAS
No. 144 requires that long-lived assets be measured at the lower of carrying
amount or fair value less cost to sell, whether reported in continuing
operations or in discontinued operations. SFAS No. 144 also broadens the
reporting of discontinued operations to include all components of an entity with
operations that can be distinguished from the rest of the entity and that will
be eliminated from the ongoing operations of the entity in a disposal
transaction. The provisions of SFAS No. 144 are effective for financial
statements issued for fiscal years beginning after December 15, 2001. The
Company has not yet completed its analysis of this new pronouncement and the
impact it will have on the consolidated financial statements.
In November 2001, the EITF issued Topic No. D-103, Income Statement
Characterization of Reimbursements Received for "Out-of-Pocket" expenses
Incurred. EITF No. D-103 requires that companies report reimbursements received
for out-of-pocket expenses incurred as revenue, rather than as a reduction of
expenses. The provisions of EITF No. D-103 are effective for financial
statements issued for fiscal years beginning after December 15, 2001. As the
Company has historically accounted for reimbursements for out-of-pocket expenses
in the manner provided for under EITF No. D-103, the adoption of the provisions
of EITF No. D-103 is not expected to have an impact on the Company's
consolidated financial position or results of operation.
Reclassifications - Certain reclassifications have been made to previously
reported balances to conform with the current-period presentation.
3. Earnings Per Share
Basic earnings per share has been computed by dividing net income by the
weighted average number of shares of Class A, Class B and Class C Common Stock
outstanding during each period. Shares issued during the period and shares
acquired during the period are weighted for the portion of the period that they
were outstanding. Diluted earnings per share have been computed in a manner
consistent with that of basic earnings per share while giving effect to all
potentially dilutive common shares that were outstanding during each period.
The weighted average number of common shares outstanding is computed as
follows (in thousands):
Year Ended December 31,
-----------------------------------
2001 2000 1999
---- ---- ----
Basic weighted average common shares outstanding 1,140 1,132 1,135
Effect of potential exercise of stock options 10 10 10
------------ --------- --------
Diluted weighted average common shares
outstanding 1,150 1,142 1,145
============ ========= ========
4. Business Segment and Geographic Area Information
35
The Company operates as one segment, delivering a broad array of
information technology and technical services solutions under contracts with the
U.S. Government, state and local governments, and commercial customers. No
single customer accounted for 10% or more of the Company's accounts receivable
or revenues as of or for the years ended December 31, 2001, 2000 and 1999. In
addition, there were no sales to any customers within a single country except
for the United States where the sales accounted for 10% or more of total
revenue. Substantially all assets of continuing operations were held in the
United States for the years ended December 31, 2001, 2000 and 1999. Revenues by
geographic customer and the related percentages of total revenues for the years
ended December 31, 2001, 2000 and 1999, were as follows (in thousands):
Year Ended December 31,
-------------------------------------
2001 2000 1999
---- ---- -----
United States $ 425,500 $ 373,989 $ 352,423
International 5,936 4,838 1,501
---------- --------- ---------
$ 431,436 $ 378,827 $ 353,924
========== ========= =========
United States 98.6% 98.7% 99.6%
International 1.4 1.3 0.4
---------- --------- ---------
100.0% 100.0% 100.0%
========== ========= =========
5. Revenues and Receivables
The Company delivers a broad array of information technology and technical
services solutions under contracts with the U.S. Government, state and local
governments, and commercial customers. Revenues from the U.S. Government under
prime contracts and subcontracts, as compared to total contract revenues, were
approximately 96% for the years ended December 31, 2001, 2000 and 1999.
Approximately 35%, 40% and 45% of the Company's revenues were generated under
cost-reimbursable contracts for the years ended December 31, 2001, 2000 and
1999, respectively.
36
The components of contract receivables are as follows (in thousands):
December 31,
---------------------
2001 2000
---- ----
Billed receivables $ 70,291 $ 59,561
Unbilled receivables:
Amounts currently billable 14,706 16,529
Revenues recorded in excess of estimated contract value
or funding 2,548 4,307
Retainage 1,988 1,761
Indirect costs incurred in excess of provisional billing rates 4,133 2,755
Allowance for doubtful accounts (1,610) (1,432)
--------- ---------
$ 92,056 $ 83,481
========= =========
Indirect cost rates in excess of provisional billing rates on U.S.
Government contracts are generally billable at actual rates less a reduction of
0.5% of the actual general and administrative rate base before a Defense
Contract Audit Agency (DCAA) audit is completed. The balance remaining, as well
as any retainage, is billable upon completion of a DCAA audit (see Note 13).
Revenues recorded in excess of contract value or funding are billable upon
receipt of contractual amendments. Amounts currently billable consist
principally of amounts to be billed within the next month.
6. Property and Equipment
Major classes of property and equipment are summarized as follows (in
thousands):
December 31,
---------------------
2001 2000
---- ----
Furniture and equipment $ 20,809 $ 22,504
Leasehold improvements 4,571 4,511
--------- ---------
25,380 27,015
Less: Accumulated depreciation and amortization (18,765) (19,982)
--------- ---------
$ 6,615 $ 7,033
========= =========
Depreciation and amortization expense for the years ended December 31,
2001, 2000 and 1999 was $2,480,000, $2,837,000 and $2,912,000, and,
respectively.
37
7. Goodwill and Other Intangibles
The components of goodwill and other intangibles are as follows (in
thousands):
December 31,
---------------------
2001 2000
---- ----
Goodwill $ 18,034 $ 18,092
Other intangibles 10,468 9,007
-------- --------
28,502 27,099
Less : Accumulated amortization (17,546) (14,752)
--------- --------
$ 10,956 $ 12,347
========= ========
Goodwill amortization expense for the years ended December 31, 2001, 2000
and 1999 was $1,138,000, $1,124,000 and $1,033,000 respectively.
8. Debt
December 31,
---------------------
2001 2000
----- ----
Borrowings under the Business Loan and Security Agreement:
Revolving credit facility $ 57,300 $ 57,496
Term loan 5,908 9,600
--------- --------
63,208 67,096
Subordinated credit agreement 8,000 8,000
Other notes 1,104 2,104
--------- -------
Total debt 72,312 77,200
Less: Current portion of debt 1,969 4,200
--------- --------
Debt - net of current portion $ 70,343 $ 73,000
========= ========
On December 17, 2001, the Company executed a new Business Loan and Security
Agreement (the Agreement) with Citizens Bank of Pennsylvania, PNC Bank N.A.,
Branch Banking and Trust Company of Virginia, and Chevy Chase Bank, F.S.B. to
refinance and replace the Company's prior agreement. The Agreement provides for
maximum borrowings of $71.4 million and consists of a $65.0 million revolving
credit facility and a $6.4 million term loan. Under the term loan portion of the
Agreement, the principal balance is payable in consecutive quarterly
installments of $492,308 on the last business day of each quarter commencing
with the last business day of December 2001. The maturity date of the Agreement
is December 31, 2004.
The maximum available borrowing under the revolving credit facility at
December 31, 2001 was $65.0 million. As of December 31, 2001, the Company was
contingently liable under letters of credit totaling $7,255,000, which reduce
the availability to borrow under the revolving portion of the Agreement. The
Company had $23.0 million and $20.5 million in borrowings at December 31, 2001
and 2000, respectively, which were repaid immediately after the end of the
respective period. Borrowings under the Agreement are collateralized by the
Company's eligible contract receivables, inventory, and certain property and
equipment and bear interest at the agreed-upon London Interbank Offering Rate
(LIBOR) plus 2.00% for the first $25.0 million outstanding, at the bank's prime
rate plus 1.25% for the $5.9 million associated with the term loan, and at the
bank's prime rate plus 0.75% for outstanding amounts greater than $30.9 million.
At December 31, 2001, the agreed-upon LIBOR rate was 1.91% for $25.0 million and
the bank's prime rate was 4.75% for the remaining $38.2 million. The aggregate
annual weighted average interest rates were 8.41%, 8.75% and 7.52% for 2001,
2000 and 1999, respectively.
Under the Agreement, the Company is required to maintain specified
financial covenants relating to fixed charge coverage, interest coverage, debt
coverage, and minimum consolidated net worth. The Agreement also places
limitations on additional borrowing, mergers, and related party transactions,
issuance of capital stock and payment of dividends, and limitations with respect
to capital expenditures. The weighted average borrowings under the revolving
portion of the Agreement and a prior agreement during the years ended December
31, 2001, 2000 and 1999, were $37,719,000, $43,876,000 and $39,293,000,
38
respectively. In conjunction with the execution of the Agreement, the Company
recorded $357,000 in loan origination costs, included in other assets, which are
being amortized ratably over the term of the Agreement.
On October 27, 2000, the Company executed the Second Amendment to the
Amended and Restated Business Loan and Security Agreement (the Prior Agreement)
with Mellon Bank N.A. (Mellon), First Union Commercial Corporation (First Union)
and PNC Bank N.A., which provided for maximum borrowings of $76.0 million. The
Prior Agreement consisted of a $60.0 million revolving credit facility and a
$16.0 million term loan. Under the revolving portion of the Prior Agreement, the
Company could borrow the lesser of defined percentages of receivables or $60.0
million. Under the term loan portion of the Prior Agreement, the principal
balance was payable in consecutive quarterly installments of $800,000 on the
last business day of each quarter commencing with the last business day of
December 1998. A final payment of $6.4 million was due upon expiration of the
Prior Agreement on December 31, 2001. Borrowings under the Prior Agreement were
collateralized by the Company's eligible contract receivables, inventory, and
certain property and equipment and accrued interest at the agreed-upon LIBOR
plus market-rate spreads that varied according to the calculation of a certain
Company leverage ratio. Under the Prior Agreement, the Company was required to
maintain specified financial covenants relating to fixed charge coverage,
interest coverage, debt coverage, and minimum consolidated net worth. The Prior
Agreement also placed limitations on additional borrowing, mergers, and related
party transactions, issuances of capital stock and payment of dividends, and
limitations with respect to capital expenditures.
On January 15, 1998, the Company redeemed all 75,000 shares of its then
outstanding Preferred Stock for a total of $8,029,000, or $107.05 per share. In
order to provide the funding necessary to redeem the Preferred Stock, the
Company executed a seven-year Subordinated Credit Agreement with First Source
Financial LLP for $8,000,000 on January 9, 1998. The remaining $29,000 of
funding was provided by the Company's revolving credit facility. The principal
balance is payable in eight consecutive quarterly installments of $888,889 on
the first business day of each quarter commencing with the first business day of
January 2003. A ninth and final payment of $888,888 is due on the last business
day of December 2004. Interest under the Subordinated Credit Agreement accrues
at a fixed rate of 12.0% per annum and is payable quarterly in arrears.
Debt outstanding at December 31, 2001, is scheduled to mature by the
following calendar year ends: $1,969,000 in 2002, $6,525,000 in 2003,
$59,546,000 in 2004, and $104,000 in 2005.
The total interest paid was $5,005,000, $6,073,000 and $6,094,000, for the
years ended December 31, 2001, 2000 and 1999, respectively.
The Company uses interest rate swap agreements to manage exposure to
fluctuations in interest rates. At December 31, 2001, the Company had an
unleveraged swap agreement with a member of our banking group with a notional
principal amount of $25,000,000. This agreement was placed on December 17, 2001
and has a four-year term. The agreement has a fixed LIBOR rate of 6.83% and is
settled in cash on a monthly basis.
Effective January 1, 2001, the Company adopted SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, which, as amended by SFAS No.
138, establishes accounting and reporting standards for derivative instruments,
including some derivative instruments embedded in other contracts, and for
hedging activities. Upon adoption of SFAS No. 133 the Company recorded a
$704,000 ($422,000 net of tax) transition adjustment in other comprehensive loss
as a cumulative effect of a change in accounting principle. The Company will
reclassify this amount into interest expense over the remaining life of the
interest rate swap. The amount of the transition adjustment that was
reclassified into earnings over the 12 months following the initial adoption of
SFAS No. 133 was $180,000.
The Company hedges the cash flows of some of its long-term debt using an
interest rate swap. The Company enters into these derivative contracts to manage
its exposure to interest rate movements by achieving a desired proportion of
fixed versus variable rate debt. In an interest rate swap, the Company agrees to
exchange the difference between a variable interest rate and either a fixed or
another variable interest rate, multiplied by a notional principal amount.
As of December 31, 2001, the Company has recognized the cash flow hedge at
its fair value of $2,066,000 in accounts payable and accrued expenses on the
consolidated balance sheet. The interest rate swap qualifies for cash flow hedge
accounting; therefore, an unrealized loss of $1,362,000 ($818,000 net of tax),
representing the effective portion of the change in its fair value, is reported
in other comprehensive loss and will be reclassified into interest expense. The
ineffective portion of the change in fair value of the swap qualifying for cash
flow hedge accounting is recognized in the consolidated statements of income in
the period of the change. For the year ended December 31, 2001, the swap did not
have any ineffectiveness for the cash flow hedge.
Management believes that the fair value of debt is not significantly
different from what is recorded by the Company, based on comparable market rates
on similar issues.
39
9. Income Taxes
The domestic and foreign components of income before provision for income
taxes and minority interest were as follows (in thousands):
Year Ended December 31,
---------------------------------------
2001 2000 1999
---- ---- ----
Domestic $ 27,117 $ 13,401 $11,556
Foreign 1,213 (289) 743
-------- -------- -------
$ 28,330 $ 13,112 $12,299
======== ======== =======
40
The provision for income taxes was comprised of the following components
(in thousands):
Year Ended December 31,
------------------------------
2001 2000 1999
---- ---- ----
Current provision (benefit):
Federal $ 6,576 $4,291 $ 5,352
State 1,348 1,893 1,064
Foreign 216 (203) (10)
------- ------ -------
8,140 5,981 6,406
------- ------ -------
Deferred provision (benefit):
Federal 3,078 606 (1,227)
State 714 (732) 48
Foreign 151 119 239
------- ------ -------
3,943 (7) (940)
------- ------ -------
Total provision for income taxes $12,083 $5,974 $ 5,466
======= ====== =======
The provision for income taxes varies from the amount of income tax
determined by applying the applicable U.S. statutory tax rate to pre-tax income
as a result of the following:
Year Ended December 31,
------------------------------
2001 2000 1999
---- ---- ----
Statutory U.S. Federal tax rate 35.0 % 35.0 % 35.0 %
Increase (decrease) in rate resulting from:
State taxes - net of Federal benefit 4.9 3.9 4.6
Foreign taxes (0.2) (0.4) 0.2
Other - additional provision - 2.8 -
Nondeductible items:
Goodwill amortization 1.2 2.5 2.6
Other 1.8 1.8 2.0
------- ------ -------
Effective tax rate 42.7 % 45.6 % 44.4 %
======= ====== =======
The Company paid income taxes, net of refunds, of, $3,508,000, $4,100,000
and $1,648,000 for the years ended December 31, 2001, 2000 and 1999,
respectively.
41
Deferred income taxes arise from temporary differences between the tax
basis of assets and liabilities and their reported amounts in the financial
statements. A summary of the tax effect of the significant components of
deferred income taxes follows (in thousands):
December 31,
---------------------------
2001 2000
---- ----
Gross deferred tax liabilities:
Receivables and payables $ 26,440 $ 20,628
Investments 444 1,323
Other assets 954 1,016
-------- --------
Total deferred tax liabilities 27,838 22,967
-------- --------
Gross deferred tax assets:
Tax credits and net operating loss carryforwards (2,600) (2,751)
Accrued liabilities (3,002) (1,431)
Cash flow hedge (826) -
Allowance for potential contract losses and other contract
reserves (700) (631)
Property and equipment (311) (195)
-------- --------
Total deferred tax assets (7,439) (5,008)
Less: Valuation allowance 902 902
-------- --------
Total deferred tax assets - net (6,537) (4,106)
-------- --------
Net deferred tax liabilities $ 21,301 $ 18,861
======== ========
At December 31, 2001, the Company had state net operating losses of
approximately $13,300,000 that expire beginning 2002 through 2020. At December
31, 2001, the Company had a capital loss carryforward of $2,127,000 that
expires in 2003.
10. Capital Stock, Employee Stock Plan
Common Stock - Class A Common Stock is voting, no par value. The Company
has 25,000,000 shares authorized with 4,111,502 shares issued and 1,040,566 and
1,033,938 shares outstanding at December 31, 2001 and 2000, respectively. There
are 3,070,936 and 3,077,564 shares of Class A Common Stock held as Treasury
Stock at December 31, 2001 and 2000, respectively. At December 31, 2001 and
2000, there were 37,366 shares of Class A Common Stock, with a cost value of
$640,000, reflected as Treasury Stock in accordance with Emerging Issues Task
Force Abstract 97-14, Accounting for Deferred Compensation Arrangements where
Amounts Earned are Held in a Rabbi Trust and Invested. These shares are held in
a Rabbi Trust to satisfy a defined contribution pension obligation, to be paid
in stock for the benefit of a senior Company employee.
Class C Common Stock is no par value, nonvoting common stock. At December
31, 2001 and 2000, the Company had 100,000 Class C Common Stock shares
authorized and 71,664 shares issued and outstanding.
Redeemable Class B Common Stock - Class B Common Stock is no par value,
nonvoting stock and is mandatorily redeemable by the stockholder at any time
and by the Company in the event of the involuntary or voluntary termination of
the stockholder's position within the Company at a per share price to be
determined by an independent valuation company. On January 6, 2000, the Company
redeemed 6,582 shares of Class B Common Stock from an employee for $566,082. On
February 29, 2000, the Company redeemed 1,000 shares of Class B Common Stock
from an outside Director for $86,060. On December 18, 2000, the Company
redeemed an additional 1,000 shares of Class B Common Stock from an outside
Director for $123,240. All of these shares were placed in Treasury at their
redemption value. The Company had 250,000 Class B Common Stock shares
authorized, 80,269 shares issued, and 32,531 shares outstanding at December 31,
2001 and 2000.
With respect to liquidation rights, the Class C Common Stock is on a pro
rata parity with the Class A and Class B Common Stock.
Stock Options - The Company has a nonqualified fixed option plan that
reserves shares of Class B Common Stock for issuance to key employees. The
Company has adopted the disclosure-only provisions of SFAS No. 123, Accounting
for Stock-Based Compensation. No compensation cost is recognized for the stock
option plan.
The plan provides that shares granted come from the Company's authorized but
unissued Class B Common Stock. The price of the options granted pursuant to
this plan was not less than 100% of the fair market value of the shares on the
date of grant. On April 15, 1995, the Company granted options to purchase
19,578 shares at an exercise price of $27.46 per share. These options
42
vested quarterly over a three-year period from the date of grant. In July 1998,
options to purchase 9,789 shares were exercised. At December 31, 2001, 2000 and
1999, options to purchase 9,789 shares were outstanding and exercisable, and
expire on April 14, 2005. No grants have been made since 1995.
11. Retirement Plans
The Company maintains nonqualified supplemental defined benefit pension
plans for certain retired employees of an acquired company. The weighted average
assumptions used in accounting for the Company's pension plans in 2001, 2000 and
1999 were as follows:
2001 2000 1999
---- ---- ----
Discount rate 7.25% 8.00% 8.00%
Expected return on plan assets 6.00% 6.00% 6.00%
Rate of compensation increase N/A N/A N/A
The discount rate is the estimated rate at which the obligation for pension
benefits could effectively be settled. The expected return on plan assets
reflects the average rate of earnings that the Company estimates will be
generated on the assets of the plans. The Plans were partially funded beginning
in 1999. The rate of compensation increase reflects the Company's best estimate
of the future compensation levels of the individual employees covered by the
plans and is not applicable, as all covered employees had retired prior to 1998.
The following table sets forth the status of the plans (in thousands):
Year Ended December 31,
-----------------------------------
2001 2000 1999
---- ---- ----
Change in benefit obligation:
Benefit obligation at beginning of period $ 1,707 $ 1,693 $ 1,748
Interest cost 131 131 132
Actuarial loss (gain) 139 58 (16)
Benefits paid (175) (175) (171)
------- ------- -------
Benefit obligation at end of period 1,802 1,707 1,693
------- ------- -------
Change in plan assets:
Fair value of plan assets at beginning of period 203 180 -
Employer contribution 210 198 351
Benefits paid (175) (175) (171)
------- ------- -------
Fair value of plan assets at end of period 238 203 180
------- ------- -------
Funded status at end of period (1,564) (1,504) (1,513)
Unrecognized actuarial loss 219 83 28
Unrecognized prior-service cost 47 79 110
Unrecognized net transition obligation - 20 41
------- ------- -------
Net amount recognized at end of period $(1,298) $(1,322) $(1,334)
======= ======= =======
The components of net periodic pension cost for the Company's defined
benefit plans are provided in the following table (in thousands):
43
Year Ended December 31,
--------------------------------------
2001 2000 1999
---- ---- ----
Interest cost on projected benefit obligation $ 131 $ 131 $ 132
Net amortization of prior-service cost and
transition obligation 55 54 52
------- ------- -------
Net periodic pension cost $ 186 $ 185 $ 184
======= ======= =======
The Company maintains two qualified defined contribution plans, which
cover substantially all employees, that comply with Section 401 of the Internal
Revenue Code. Under these plans, the Company's stipulated Basic Matching
Contribution matches a portion of the participants' contribution based upon a
defined schedule. Contributions are invested by an independent investment
company in one or more of several investment alternatives. The choice of
investment alternatives is at the election of each participating employee. The
Company's contributions to the plans were approximately, $2,554,000, $2,420,000
and $2,317,000 for the years ended December 31, 2001, 2000 and 1999,
respectively.
The Company maintains nonqualified defined contribution supplemental
retirement plans for certain key employees. Under these plans the Company
accrues a stated annual amount and may also include interest at the greater of
10% or the Company's annual rate of return on investments. The Company incurred
expenses associated with these plans of $75,000 for each of the years ended
December 31, 2001, 2000 and 1999.
The Company also maintains a nonqualified deferred compensation plan for
certain key employees. Under this plan, eligible employees may defer up to 18%
of qualified annual compensation. Employee contributions to this plan were
approximately $1,895,000, $1,875,000 $1,911,000 for the years ended December
31, 2001, 2000 and 1999, respectively.
On December 18, 1998, the Board of Directors approved the establishment of
a qualified Employee Stock Ownership Plan (ESOP), effective January 1, 1999,
for the benefit of substantially all of the Company's U.S. domestic-based
employees. The ESOP is non-leveraged and will be funded entirely through
Company contributions based on a percentage of eligible employee compensation,
as defined in the plan. Participants must be employees of participating Company
employers and must meet minimum service requirements to be eligible for annual
contributions. The ESOP specifies a five-year vesting schedule over which
participants become vested in the Class A Common Stock allocated to their
participant account. The amount of the Company's annual contribution to the
ESOP is at the discretion of the Company's Board of Directors.
For the years ended December 31, 2000 and 1999, the Company contributed
and allocated to participants' accounts $1,419,000 and $1,363,000,
respectively, worth of Class A common stock and cash. The Board of Directors
has authorized an additional ESOP contribution for the year ended December 31,
2001. It is anticipated that shares attributable to the year ended December 31,
2001 commitment will be issued to the ESOP during the second quarter 2002,
after an independent appraisal of the stock value as of December 31, 2001, has
occurred. At December 31, 2001, an obligation to fund $1,438,000 was accrued.
As required under Statement of Position No. 93-6, Employers' Accounting
for Employee Stock Ownership Plans, compensation expense is recorded for shares
committed to be released to employees based on the fair market value of those
shares in the period in which they are committed to be released. The
difference between cost and fair market value of the released shares, which was
$1,142,000 and $1,326,000, for the years ended December 31, 2001 and 2000,
respectively, is recorded in additional paid in capital.
12. Investments
GSE Systems, Inc. - The Company and its designees hold common stock in GSE
Systems, Inc. (GSE), which was created by the merger of one of the Company's
majority-owned subsidiaries and two other entities in April 1994. In January
2000, the Company purchased 116,959 additional shares of common stock in GSE,
increasing the Company's ownership to 17.61%. The Company's ownership percentage
of GSE was 17.53% at December 31, 2001. The Company's and its designees'
ownership percentage of GSE was 20.22% at December 31, 2001. The Company also
holds $3.9 million of GSE convertible preferred stock and a $1.0 million note
receivable from GSE as of December 31, 2001. $250,000 of this note receivable
was repaid during January 2002 and the balance of the note is due to be repaid
during the second quarter of 2002.
During the year ended December 31, 2001, the Company determined that it
had obtained significant influence with respect to GSE. As a result, the
Company began accounting for its investment in GSE using the equity method and
recorded $85,000 in
44
equity losses for the year ended December 31, 2001. Additionally, the Company
has restated prior year amounts and has recorded ($1,555,000) and $16,000
in equity (losses) earnings for the years ended December 31, 2000 and 1999,
respectively. The after-tax impact to net income as a result of this restatement
was (934,000) and $10,000 for the years ended December 31, 2000 and 1999,
respectively. The related impact to basic and diluted earnings per share was
($0.82) and $0.01 for the years ended December 31, 2000 and 1999, respectively.
Vosper-ManTech Limited - On September 7, 1995, MASI U.K. Limited, a
majority-owned subsidiary of the Company, and Vosper Thornycroft Limited
entered into a Joint Venture agreement to form Vosper-ManTech Limited (the
Joint Venture). The Joint Venture is owned 40% by MASI U.K. Limited and 60% by
Vosper Thornycroft Limited. In 2000, the Joint Venture began work on a ten-year
follow-on contract providing outsourcing of the Government Communications
Headquarters (GCHQ) for the United Kingdom's logistics and engineering services.
The Company's interest in the Joint Venture is accounted for using the
equity method. The Company recorded $504,000, $393,000 and $794,000 in equity
earnings for the years ended December 31, 2001, 2000 and 1999, respectively.
The components of investments are as follows (in thousands):
December 31,
-----------------------
2001 2000
------ ------
GSE Systems, Inc. $ 5,514 $ 1,698
Vosper-ManTech Limited 2,268 2,112
-------- --------
Total investments $ 7,782 $ 3,810
======== ========
13. Commitments and Contingencies
Payments to the Company on cost-reimbursable contracts with the U.S.
Government are provisional payments subject to adjustment upon audit by the
DCAA. Audits through 1999 have been completed and resulted in no material
adjustments. The audits for 2000 through 2001 are not expected to have a
material effect on the results of future operations.
The Company is involved in certain legal proceedings, claims and disputes
arising from the normal course of business and has litigation pending under
several suits; however, management believes that the ultimate resolution of
these matters will not have a material effect on the Company's financial
position or results of operations.
In February 2000, a judgment was entered against the Company in favor of
Boston Properties, a real estate management firm, in the amount of $1,175,000
for unpaid rent under a lease held by Boston Properties with Global InSync
(Global). Global is the successor to a business sold by the Company in 1996.
The Company provided a financial guarantee to Boston Properties on the lease to
facilitate the timely closing of this business sale. Boston Properties and
Global extended the original lease without notice to the Company. The legal
action sought to recover unpaid rent beyond the term of the original lease.
After losing the appeal, the Company paid this judgment and other related
expenses in August 2000.
45
The Company leases office space and equipment under long-term operating
leases. A number of the leases contain renewal options and escalation clauses.
At December 31, 2001, aggregate future minimum rental commitments under these
leases are as follows (in thousands):
Office
Space Equipment Total
------------ ------------ ----------
Year ending:
December 31, 2002 $ 7,213 $ 3,340 $ 10,553
December 31, 2003 6,068 2,727 8,795
December 31, 2004 5,427 2,106 7,533
December 31, 2005 4,811 1,634 6,445
December 31, 2006 4,433 1,433 5,866
Thereafter 4,631 - 4,631
-------- -------- --------
Total $ 32,583 $ 11,240 $ 43,823
======== ======== ========
Office space and equipment rent expense totaled approximately $10,804,000,
$9,578,000 and $7,441,000 for the years ended December 31, 2001, 2000 and 1999,
respectively.
14. Acquisitions
Each of the following acquisitions has been accounted for as a purchase,
and accordingly, the operating results of each of the acquired entities have
been included in the Company's consolidated financial statements since the
respective dates of acquisition. The aggregate amount of goodwill and other
intangibles resulting from the excess of the respective purchase prices over
the fair market value of net assets acquired in 1999 was approximately
$3,558,000.
REVIVE TECHNOLOGIES, INC. - On April 16, 1999, the Company acquired certain
assets and liabilities of REVIVE Technologies, Inc. (REVIVE) for a cash
purchase price of $500,000 and a note payable of $1,105,000 (interest accrued
at a rate of 6.50%), due and payable in four equal quarterly installments
beginning in July 1999. REVIVE specializes in the automated conversion of
legacy mainframe databases.
ADVANCED DEVELOPMENT GROUP, INC. - On January 5, 1999, the Company acquired
all of the outstanding stock of Advanced Development Group, Inc. (ADG) for a
purchase price of $3,000,000 and note for $2,000,000 payable over two years
(interest accrued at the prime rate). This acquisition also provided for
additional cash payments, not to exceed $5,000,000, to be made over the three
years following the closing, based on the attainment of certain earnings levels.
In May 2000, the Company paid $495,000 against this obligation.
ADG specializes in the development of interactive multimedia and distance
learning training products. It is the leading Interactive Multimedia
Instruction (IMI) developer for the U.S. Army. In addition, ADG has developed
a proprietary IMI Course Builder Program(c) to enable the development of
high-quality, low-cost training products that incorporate sophisticated
animation, graphics, and video.
46
15. Discontinued Operations
On September 26, 2001, the Company executed a formal plan to exit certain
commercial and foreign lines of business that no longer contribute to the core
competencies. The businesses include the Australian-based software solutions
consulting business, the United Kingdom-based bank remittance processing
business, the China-based consulting business, the U.S.-based environmental
consulting and remediation business and the U.S.-based application-hosting
business. Although some of these ventures show promise and growth, these
businesses are oriented towards commercial customers and do not contribute to
the core competencies on which the Company is currently focused. On February
1, 2002, the Company completed the sale of its environmental consulting
business and expects to dispose of its China-based consulting business no later
than April 30, 2002. All of these dispositions are expected to be completed on
or before June 30, 2002.
Based on independent valuations, market comparable information and interest
expressed in these businesses, an estimate has been provided for the likely net
gains and losses to income expected from these businesses through the estimated
dates of disposal. As a result, in accordance with APB Opinion No. 30,
Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions, results of operations have been classified as
discontinued and prior periods have been restated. The Company has segregated
the net assets and liabilities held for sale, recorded all current and expected
future losses and deferred all gains expected to be realized upon disposal of
the respective entities. The amounts the Company will ultimately realize could
differ in the near term from the amounts estimated in arriving at the loss on
disposal of the discontinued operations.
Revenues and losses from discontinued operations are as follows (in
thousands):
Year Ended December 31,
--------------------------------
2001 2000 1999
---- ---- ----
Income statement data:
Revenues $ 37,587 $ 63,389 $ 97,503
Costs and expenses (48,390) (72,554) (101,428)
-------- -------- ---------
Operating loss (10,803) (9,165) (3,925)
Minority interest 851 1,333 (652)
Income tax benefit 3,419 3,165 1,850
-------- -------- --------
Loss from discontinued operations
net of tax and minority interest $ (6,533) $ (4,667) $ (2,727)
======== ======== =========
The estimated net loss on disposal of discontinued operations recorded for
the year ended December 31, 2001 was $8,912,000, net of an income tax benefit
of $5,857,000. This loss included a provision for anticipated closing costs
and net operating losses through the estimated dates of disposal of $5,020,000,
net of an income tax benefit of $2,922,000.
The Company's Australian-based software solutions consulting business
disposed of its Local Government business on June 30, 2000 and recorded a loss
on the disposal of $719,000, net of tax. The revenues and operating losses of
this business unit were not significant for the periods presented.
47
16. Subsequent Events
Reincorporation, Recapitalization and Stock Split
The Company is incorporated in Delaware and is the successor by merger to
ManTech International Corporation, a New Jersey corporation. As a result of the
merger, in January 2002 the Company reincorporated from New Jersey to Delaware
and recapitalized its common stock. The predecessor corporation had three
classes of common stock outstanding prior to the effective date of the merger.
Class A common stock, Class B common stock and Class C common stock, of which
the Class B common stock was redeemable and, therefore, not counted as equity
for accounting purposes. On the effective date of the merger, each outstanding
share of the New Jersey corporation's common stock was exchanged for one share
of our Class A common stock or for one share of our Class B common stock.
Immediately after the merger, we effected a 16.3062-for-one stock split of our
Class A common stock and Class B common stock. The holders of each share of our
Class A common stock are entitled to one vote per share, and the holders of each
share of Class B common stock are entitled to ten votes per share.
Initial Public Offering
The Company successfully closed its Initial Public Offering on February 12,
2002. Net proceeds to the Company were approximately $110.0 million, after
deducting the estimated expenses related to the offering and the portion of the
underwriting discount payable by the Company. Proceeds from the offering were
used to repay subordinated debt of $8.0 million, the balance of the term loan of
$5.9 million and $17.7 million of the revolving credit facility, plus accrued
interest. The balance of the net proceeds of the offering (together with cash on
hand, additional borrowings and capital stock) will be used to fund all or a
portion of the costs of any acquisitions of complementary businesses we
determine to pursue in the future, although there are no assurances that the
Company will be able to successfully consummate any such acquisitions. To the
extent that the Company cannot pursue or consummate any acquisitions, any
remaining net proceeds will be used for working capital and general corporate
purposes.
Termination of Personal Service Corporation Status
For periods prior to the closing of the Company's Initial Public Offering
on February 12, 2002, the Company had elected to be taxed as a personal service
corporation. As a result, the Company accounted for earnings on a cash basis for
federal income tax purposes. Effective as of the closing of the offering, the
Company's status as a personal service corporation terminates and accrual
accounting will be applied for federal income tax purposes. Termination of the
Company's personal service corporation status will result in deferred income
being recognized for tax purposes. As such, taxes will be due with respect to
the four taxable years beginning with the taxable year of the offering. Because
the Company previously recognized the deferred income for accounting purposes
and accrued for the taxes, the change in tax status and the tax payments will
not affect the Company's earnings.
* * * * * *
48
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no disagreements with our auditors on accounting principles,
practices or financial statement disclosure during and through the date of the
financial statements included in this Report.
49
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning our directors and
executive officers as of the date of this report.
Name Age Position
- ---- --- --------
George J. Pedersen................... 66 Chairman of the Board of Directors, Chief
Executive Officer and President
John A. Moore, Jr.................... 49 Executive Vice President, Chief Financial
Officer, Treasurer and Director
R. Evans Hineman..................... 67 Executive Vice President and Chief Science
and Technology Officer
Eugene C. Renzi...................... 68 Executive Vice President
Jerry L. Unruh....................... 62 Senior Vice President
Bradley H. Feldmann.................. 40 Senior Vice President
Michael D. Golden.................... 61 Director
Stephen W. Porter.................... 62 Director
Walter W. Vaughan.................... 69 Director
Walter R. Fatzinger, Jr.............. 59 Director
Richard J. Kerr...................... 66 Director
George J. Pedersen -- Co-founder, Chairman of the Board of Directors, Chief
Executive Officer and President. Mr. Pedersen, who co-founded ManTech in 1968,
has served as Chairman of the Board of Directors since 1979, adding the
positions of Chief Executive Officer and President in 1995. Mr. Pedersen has
been a Director of GSE Systems, Inc., an affiliated software design and
development company, since 1994 and an executive employee since 1999. Mr.
Pedersen has served on the board of directors of GP Strategies Corporation, a
workforce development company that provides training, management systems and
engineering services, since 2001. Mr. Pedersen is Chairman of the Board of
Directors for the Institute for Software Research, Inc., a not-for-profit
corporation that performs research and advanced development of software and
related technologies, including research for NASA. Mr. Pedersen also serves as a
Director Emeritus of the Professional Services Council, a national association
of technology services companies, and as a Director and Executive Committee
member of the National Defense Industrial Association, a trade association for
the defense industry. Mr. Pedersen serves on the Executive Committee of the
Association for Enterprise Integration.
John A. Moore, Jr. -- Executive Vice President, Chief Financial Officer,
Treasurer and Director. Mr. Moore joined us in 1982 and has served as Chief
Financial Officer since 1993 and Executive Vice President since 1997 and has
been a Director of our company since 1994. Mr. Moore oversees our financial
operations and our business development activities. Mr. Moore has been a
Director of GSE Systems, Inc., since 1997 and an executive employee since 1999.
Prior to joining us, Mr. Moore was a supervisory auditor for the Defense
Contract Audit Agency, which is responsible for performing contract audits for
the Department of Defense.
R. Evans Hineman -- Executive Vice President and Chief Science and
Technology Officer, ManTech International Corporation; President, National
Security Solutions Group. Mr. Hineman joined us in 2001. From 1999 to 2001, he
served as Vice President for Intelligence of Litton Industries Inc.'s
Information Systems Group. From 1989 to 1999, Mr. Hineman was an officer of
TASC, Inc., a provider of information management and systems engineering
solutions, serving as President from 1998 to 1999. From 1964 to 1989, Mr.
Hineman worked for the Central Intelligence Agency, serving as Deputy Director
for Science and Technology from 1982 to 1989. Prior to 1982, he held various
other senior positions with the Central Intelligence Agency, including Director
of Weapons Intelligence and Chairman of the Director of Central Intelligence's
Weapon and Space Systems Intelligence Committee. Mr. Hineman was one of 50
recipients of the Trailblazer award on the 50th anniversary of the Central
Intelligence Agency, and he was awarded the Central Intelligence Agency's
Distinguished Intelligence Medal and the National Reconnaissance Office's
Distinguished Service Medal.
Eugene C. Renzi -- Executive Vice President, ManTech International
Corporation; President, ManTech Telecommunications and Information Systems
Corporation (MTISC). Major General, U.S. Army (Ret.). Major General Renzi joined
us in 1993 and since 1995 has served as President of MTISC. Prior to 1993, Major
General Renzi served in the U.S. Army for more than 32 years, including as
Director for Command, Control and Communications Systems for the U.S. Pacific
Command from 1988 to
50
1990. Major General Renzi received numerous awards and decorations for his
service in the U.S. Army, including the Defense Superior Service Medal, the
Legion of Merit and the Joint Service Commendation Medal.
Jerry L. Unruh -- Senior Vice President, ManTech International Corporation;
President, Systems Engineering Group. Vice Admiral, U.S. Navy (Ret.). Vice
Admiral Unruh joined us in 1998 and since 1999 has served as President of
ManTech Systems Engineering Corporation. From 1996 to 1998, Vice Admiral Unruh
served as the President of the Association of Naval Aviation, a not-for-profit
corporation that educates the public and national leaders about the role of
naval aviation in national defense. Prior to that, Vice Admiral Unruh served in
the U.S. Navy for over 37 years, including as Commander of the U.S. Third Fleet
in the Pacific, Current Operations and Readiness Officer for the NATO Staff of
Supreme Allied Commander Europe and held battlegroup, aircraft carrier and
fighter squadron commands. Vice Admiral Unruh received numerous awards for his
service in the U.S. Navy, including the Distinguished Service Medal, the Defense
Superior Service Medal, the Legion of Merit and the Air Medal.
Bradley H. Feldmann -- Senior Vice President, ManTech International
Corporation; President, Information Technology Group. Mr. Feldmann joined us in
2000. Mr. Feldmann served as the Senior Vice President and Chief Operating
Officer of Comptek Research, Inc., a company supplying operational signal
processing software for military systems that was acquired by Northrop Grumman
Corporation in 2000. From 1989 to 1999, Mr. Feldmann worked for Cubic Defense
Systems, Inc., a provider of combat training systems, where he served in various
positions, including Senior Vice President and Chief Operating Officer. Prior to
that, Mr. Feldmann served with the U.S. Air Force for five years and received
two Meritorious Service Medals.
Michael D. Golden -- Director. Mr. Golden has been a Director of our
company since 1995. He is a founding partner of the law firm of Golden & Nelson,
PLLC, where he has practiced law since 1998, focusing on corporate and
securities law. Prior to founding Golden & Nelson, PLLC, he was a partner at the
law firm of Ginsburg, Feldman & Bress, Chtd. from 1996 to 1997, and prior to
that, he was a partner at Verner, Liipfert, Bernhard, McPherson and Hand from
1991 to 1996.
Stephen W. Porter -- Director. Mr. Porter has been a Director of our
company since 1991. Mr. Porter is a partner at the law firm of Arnold & Porter
where he has practiced law since June 1993, focusing on real estate, tax and
corporate law. Mr. Porter became a certified public accountant in 1961. Mr.
Porter currently serves on the board of directors of the Greater Washington
Board of Trade and the District of Columbia Chamber of Commerce. From 1992 to
1994, he served as a member of the Advisory Board of the Center for Strategic
and International Studies, a non-partisan public policy institute.
Walter W. Vaughan -- Director. Mr. Vaughan has been a Director of our
company since 1991. Mr. Vaughan has been self-employed as a consultant to us
since 1990. From 1956 to 1989, Mr. Vaughan worked in the banking industry,
serving most recently as an Executive Vice President of American Security Bank
N.A. in Washington, D.C., and as Vice Chairman of the bank's advisory board from
1983 to 1985. From 1986 to 1989, Mr. Vaughan served as Chief Agent for the
Receiver for the Maryland Deposit Insurance Fund, for which he received a State
of Maryland Governor's citation.
Walter R. Fatzinger, Jr. -- Director. Mr. Fatzinger became a Director upon
the closing of our initial public offering. Mr. Fatzinger joined ASB Capital
Management, Inc., an asset management firm, in February 1999 and since that date
has served as President and Chief Executive Officer of the firm. Mr. Fatzinger
also is an executive vice president of Chevy Chase Bank, F.S.B., the parent of
ASB Capital Management, Inc. From 1994 to 1999, Mr. Fatzinger served as
President of First National Bank of Maryland's Greater Washington Region and
Executive Vice President of First National Bank of Maryland's Institutional
Bank. Prior to 1994, Mr. Fatzinger worked for American Security Bank, N.A. for
15 years, serving in various executive positions, including as President from
1991 to 1994. Mr. Fatzinger currently serves on the board of directors of the
Cafritz Company, a real estate development and property management firm, and of
the YMCA of Metropolitan Washington. He also serves as trustee to the Community
Foundation for the National Capital Region and as Vice-Chairman of the Board of
Trustees of the University of Maryland Foundation.
Richard J. Kerr -- Director. Mr. Kerr became a Director upon the closing of
our intial public offering, having served as Chairman of our Advisory Board
since 1994. Mr. Kerr currently is a member of the President's Commission on
Intelligence Reform. From 1996 to 2001, Mr. Kerr served as President of the
Security Affairs Support Association, an organization composed of government and
industry members that is focused on national security policy. Prior to that, Mr.
Kerr worked at the Central Intelligence Agency for 32 years, including serving
as Deputy Director for Central Intelligence. Mr. Kerr formerly served as a
member of the Scientific Advisory Board of the National Security Agency and the
Board of Visitors of the Joint Military Intelligence College and is currently on
the advisory boards of the Los Alamos National Laboratory, the Sandia National
Laboratory and the Lawrence Livermore Laboratory. Mr. Kerr was awarded the
Citizens Medal, the second highest civilian award given by the President of the
United States, and two
51
National Intelligence Distinguished Service Medals and two Distinguished
Intelligence Medals from the Central Intelligence Agency.
ITEM 11. EXECUTIVE COMPENSATION
The following table shows the cash compensation and certain other
compensation paid to or accrued by our Chief Executive Officer and our four most
highly compensated executive officers, whom we refer to collectively as our
named executive officers, for 2001.
Summary Compensation Table
Annual Compensation
-------------------
Other Annual All Other
Name and Principal Position/(1)/ Year Salary Bonus/(2)/ Compensation/(3)(4)/ Compensation/(5)(6)/
- ------------------------------ ---- ------ -------- ------------------ ------------------
George J. Pedersen.......................... 2001 $1,460,781 $ 500,000 $ 70,590 $ 709,250
Chairman of the Board of Directors, Chief 2000 1,320,010 500,000 53,646 159,040
Executive Officer and President
John A. Moore, Jr........................... 2001 557,228 350,000 -- 71,000
Executive Vice President, Chief Financial 2000 495,019 350,000 -- 67,903
Officer, Treasurer and Director
Eugene C. Renzi............................. 2001 489,434 358,187 -- 4,844
Executive Vice President 2000 437,507 150,000 -- 4,815
Bradley H. Feldmann......................... 2001 250,978 215,109 72,082 4,138
Senior Vice President 2000 19,232 6,250 -- --
Jerry L. Unruh.............................. 2001 212,087 55,538 -- 5,100
Senior Vice President 2000 206,358 45,000 -- 5,100
________________
/(1)/ Our executive officers for 2001 are Mr. Pedersen, Mr. Moore, Mr. Hineman,
Major General Renzi, Mr. Feldmann and Vice Admiral Unruh. Mr. Hineman is
an Executive Vice President and was hired on August 20, 2001.
Mr. Feldmann is a Senior Vice President and was hired on December 4,
2000.
/(2)/ Amounts shown in this column reflect bonuses earned in 2000 and paid in
2001 and bonuses earned in 2001 and paid in 2002.
/(3)/ Other Annual Compensation for Mr. Pedersen in 2001 includes the portion
of an employee's time spent on non-corporate matters on behalf of
Mr. Pedersen, which amounted to $51,742. Other Annual Compensation for
Mr. Feldmann in 2001 included $64,461 for relocation expenses,
including temporary housing costs.
/(4)/ Other Annual Compensation in 2000 for Mr. Pedersen includes the portion of
an employee's time spent on non-corporate matters on behalf of Mr.
Pedersen, which amounted to $33,370.
/(5)/ All Other Compensation for 2001 consists of the following amounts: (a)
matching contributions made to our 401(k) plan in the amount of $3,400 for
Mr. Moore, $3,144 for Major General Renzi, $2,438 for Mr. Feldmann and
$3,400 for Vice Admiral Unruh; (b) contributions under our Employee Stock
Ownership Plan in the amount of $1,700 each for Mr. Moore, Major General
Renzi, Mr. Feldmann and Vice Admiral Unruh; and (c) contributions to
supplemental executive retirement plans in the amount of $50,000 for Mr.
Pedersen and $25,000 for Mr. Moore. In addition, the amounts reported
include a benefit of $659,250 to Mr. Pedersen and a benefit of $40,900 to
Mr. Moore pursuant to split dollar life insurance policies. These benefits
represent the price of the term portion of the policy premiums plus the
discounted present value of the imputed interest on the investment portion
of the premiums over each executive's expected life. We will be reimbursed
for the amount of the cumulative premiums attributable to the non-term
portions of the policies upon the maturity or surrender of the policies.
/(6)/ All Other Compensation for 2000 consists of the following amounts: (a)
matching contributions made to our 401(k) plan in the amount of $3,046 for
Mr. Pedersen, $3,115 for Major General Renzi and $3,400 for Vice Admiral
Unruh; (b) contributions under our Employee Stock Ownership Plan in the
amount of $1,700 each for Mr. Moore, Major General Renzi and Vice Admiral
Unruh; and (c) contributions to supplemental executive retirement plans in
the amount of $50,000 for Mr.
52
Pedersen and $25,000 for Mr. Moore. In addition, the amounts reported
include a benefit of $105,994 to Mr. Pedersen and a benefit of $41,203
to Mr. Moore pursuant to split dollar life insurance policies. These
benefits represent the price of the term portion of the policy premiums
plus the discounted present value of the imputed interest on the
investment portion of the premiums over each executive's expected life.
We will be reimbursed for the amount of the cumulative premiums
attributable to the non-term portions of the policies upon the maturity
or surrender of the policies.
Aggregated Option Exercises in 2001 and Year-End Option Values
The following table shows information about the value of unexercised
options at the end of 2001. No shares were acquired on the exercise of stock
options by these individuals in 2001.
Number of Securities Underlying Value of Unexercised In-the-Money Options at
Unexercised Options at Year-End Year-End
------------------------------- --------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
George J. Pedersen....... -- -- $ -- $ --
John A. Moore, Jr........ 9,789(1) -- $2,285,773(2) $ --
Eugene C. Renzi.......... -- -- $ -- $ --
Bradley H. Feldmann...... -- -- $ -- $ --
Jerry L. Unruh........... -- -- $ -- $ --
(1) Exercisable for 9,789 shares of Class B common stock of our corporate
predecessor, ManTech International Corporation (New Jersey). Following our
reincorporation, recapitalization and stock split, the options will be
exercisable for 159,621 shares of our Class A common stock.
(2) There was no public market for the Class B common stock of our
corporate predecessor, ManTech International Corporation (New Jersey), at
December 31, 2001. Amounts shown under the column "Value of Unexercised
In-the-Money Options at Year-End" are calculated on the basis of the per
share offering price of $16.00 per share, less the per share exercise
payable for these shares, multiplied by the number of shares underlying
the price option, as adjusted for our reincorporation, recapitalization
and stock split. This per share offering price does not necessarily
represent the actual value of our common stock at December 31, 2001.
Director Compensation
We have an agreement to pay Messrs. Golden and Porter annual retainers of
$25,000 for their service as directors. We have an agreement to pay Mr. Vaughan
an annual retainer of $40,000 for service as a director and as chairman of our
compensation committee. The remaining directors are employed by us and are not
separately compensated for their service as directors.
Retention Agreements
Effective January 1, 2002, we entered into employment retention agreements
with George J. Pedersen and John A. Moore, Jr. on the following terms. Mr.
Pedersen's retention agreement provides for his employment at-will, with an
annual salary for 2002 of $1,000,000. Mr. Pedersen will continue to receive
contributions to qualified and non-qualified retirement plans, insurance
programs and perquisites on the same terms as provided in 2001, but is not
eligible for stock option grants in 2002 or for a bonus for services performed
during 2002. He is entitled to receive a bonus, payable in 2002, for services
performed in 2001. For subsequent years, Mr. Pedersen's salary, bonus and
incentive compensation shall be determined by the Compensation Committee of our
board of directors. If we terminate Mr. Pedersen's employment without cause, we
are required to pay Mr. Pedersen a lump sum amount equal to one year's base
salary at the rate in effect immediately prior to such termination of
employment. The one year period for which payment of severance is calculated is
the "severance period." Mr. Pedersen agrees not to compete with us and not to
solicit our customers or employees during the term of his employment and through
the severance period.
Mr. Moore's retention agreement provides for an initial two-year term, with
an automatic one year extension on each anniversary of the agreement, unless
either party provides advance written notice of its intent to terminate the
agreement. Under the agreement, Mr. Moore will receive an annual salary of
$425,000 and will continue to receive contributions to qualified and
non-qualified retirement plans, insurance programs and perquisites on the same
terms as provided in 2001. He is also entitled to participate in bonus and other
incentive compensation as determined by the Compensation Committee of our board
of directors, and he is entitled to receive a bonus, payable in 2002, for
services he performed in 2001. If we terminate Mr. Moore's employment without
cause, we are required to pay Mr. Moore a lump sum amount equal to the salary
that otherwise would have been payable through the "severance period," which is
the remaining term of the agreement or six months, whichever is greater. Mr.
Moore agrees not to compete with us and not to solicit our customers or
employees during the term of his employment and through the severance period.
Effective February 6, 2002, we entered into confidentiality and noncompete
agreements with R. Evans Hineman, Eugene C. Renzi, Jerry L. Unruh and Bradley H.
Feldmann. Under the terms of these confidentiality and noncompete agreements,
each officer agrees not to compete with us and not to solicit our customers or
employees during the term of their respective employments and for a period of
one year thereafter.
In addition, we have entered into a severance arrangement with Mr.
Feldmann, which provides that in the event we elect to terminate his employment
with us for any reason, we will be required to pay Mr. Feldmann a lump sum
amount equal to his annual salary, plus a pro-rata share of his bonus for that
portion of the year we employed him prior to such termination.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of our common stock subject to options
that are currently exercisable or exercisable within 60 days of the date of this
report are deemed outstanding for the purpose of computing the percentage
ownership of any person. These shares, however, are not considered outstanding
when computing the percentage ownership of any other person. In addition,
because Class B common stock may be voluntarily converted into Class A common
stock on a share-for-share basis, each share of Class B common stock also
represents beneficial ownership of a share of Class A common stock. However, for
purposes of this presentation, share amounts are presented based upon
outstanding shares without regard to convertibility, except as specifically
noted otherwise.
Beneficial Ownership
Class A Common Stock/(1)/ Class B Common Stock/(1)/ Total
----------------- ----------------- Voting
Name Shares % Shares % Power
------------------------------------------------------------------------
George J. Pedersen........................... 288,358/(2)/ 3.2% 17,131,004/(3)/ 100% 95.12%
John A. Moore, Jr............................ 531,157/(4)/ 5.8% -- -- *
Walter W. Vaughan............................ 95,766/(5)/ 1.1% -- -- *
Michael D. Golden............................ 63,153 * -- -- *
Walter R. Fatzinger, Jr...................... 2,225 * -- -- *
Richard J. Kerr.............................. --- * -- -- *
Bradley H. Feldmann.......................... --- * -- -- *
R. Evans Hineman............................. 1,000 * -- -- *
Stephen W. Porter............................ --- * -- -- *
Eugene C. Renzi.............................. 1,500 * -- -- *
Jerry L. Unruh............................... --- * -- -- *
All directors and executive officers
as a group(11 persons)....................... 983,159 10.8% 17,131,004 100% 96.07%
* The percentage of shares or voting power beneficially owned does not
exceed 1%.
- ----------------
/(1)/ The holders of each share of Class A common stock are entitled to one
vote per share, and the holders of each share of Class B common stock
are entitled to ten votes per share.
/(2)/ Consists of 288,358 shares of Class B common stock held by the ManTech
Employee Stock Ownership Plan Trust, over which Mr. Pedersen shares
voting and investment control as trustee.
/(3)/ Includes 1,168,565 shares of Class B common stock owned by the Pedersen
Family Limited Partnership I, of which Mr. Pedersen is the general
partner; 77,517 shares of Class B common stock held by the ManTech
Special Assistance Fund, Inc., a fund over which Mr. Pedersen has voting
and investment control; and 609,296 shares of Class B common stock owned
by the ManTech Supplemental Executive Retirement Plan for the benefit of
Mr. Pedersen.
/(4)/ Includes options to purchase 159,621 shares of our Class A common stock
which are immediately exercisable.
/(5)/ Includes 95,766 shares of Class A common stock owned by the Waldan
Defined Benefit Pension Plan and Trust for the benefit of Mr. Vaughan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
GSE SYSTEMS, INC.
ManTech and its designees hold stock in GSE Systems, Inc. (GSE), a
company created by the merger of one of our majority-owned subsidiaries and two
other entities in 1994. As of December 31, 2001, we owned approximately 17.5% of
GSE's common stock. We also hold warrants that are currently exercisable for
150,000 shares of GSE's common stock.
53
In October 2000, we extended a loan to GSE, which is evidenced by a
demand promissory note for $1.8 million, which was amended and subsequently
replaced in March 2001. We amended this note in April 2001 to increase the
amount due under the note to $3.9 million. The largest aggregate amount
outstanding under this note and its predecessor note since October 2000 was $3.9
million. Interest accrued on this note at the prime lending rate plus 1.0%. The
$3.9 million demand note was convertible into shares of Series A preferred stock
of GSE, at the option of the holder any time after issuance and prior to the
third anniversary of issuance. On December 5, 2001, we exercised our option and
converted this $3.9 million promissory note receivable into 39,000 shares of
Series A preferred stock of GSE. The GSE Series A preferred stock has no voting
rights, and we have agreed to a holding period of one year from the date of
issuance, after which it is convertible into GSE common stock at any time during
the subsequent three-year period at a conversion price of $2.645 per share.
In June 2001, we extended a loan to GSE, which is evidenced by an
additional promissory note from GSE. The largest aggregate amount outstanding
under this note since June 2001 has been $1.0 million, and as of February 28,
2002 there is a principal amount of $750,000 outstanding. Interest accrues on
this note at the prime lending rate plus 1.0%.
Under a purchasing arrangement with GSE entered into in January 2001,
we combined our purchases of products with purchases for GSE in order to obtain
volume discounts, for which GSE paid us the full purchase price plus a handling
fee. Purchases under this agreement totaled $843,290 for the 12 months ended
December 31, 2001. This purchasing arrangement terminated in June 2001, and GSE
has no outstanding obligations to us, nor do we have any outstanding obligations
to GSE, in connection with this purchasing arrangement.
Our Chairman of the Board of Directors, Chief Executive Officer and
President, George J. Pedersen, as well as John A. Moore, Jr., our Executive
Vice President, Chief Financial Officer, Treasurer and Director, own 56,250
shares, or 1.1%, and 83,925 shares, or 1.6% of GSE common stock, respectively,
and serve on GSE's board of directors. Mr. Pedersen and Mr. Moore served as
executive employees providing strategic planning in acquisitions and
divestitures, management of financing arrangements and customer and other
business development activities from January 1, 1999 through January 25, 2002.
Under those agreements, GSE paid Mr. Pedersen and Mr. Moore annual fees of
$120,000 and $60,000, respectively, and granted Mr. Pedersen and Mr. Moore
options to purchase 100,000 and 50,000 shares, respectively, of GSE common stock
at an exercise price of $3.3125.
MARE, INCORPORATED
We loaned money to MARE, Inc., a marine products business. Mr.
Pedersen's son-in-law is the president of MARE, Inc., and Mr. Pedersen is the
owner of 50.0% of the outstanding capital stock of the company. Mr. Pedersen and
Mr. Moore also serve on the board of directors of MARE, Inc. The loan was
evidenced by a demand note that accrued interest at a rate of 10.0%. The largest
amount outstanding since January 1, 1998 was $1.5 million. As of the date of
this report, the loan was terminated with the note being paid off in full and
any liens being released.
EXECUTIVE LOANS.
We have from time to time extended loans to our Chairman of the Board
of Directors, Chief Executive Officer and President, George J. Pedersen, who has
used the loan proceeds for miscellaneous personal expenditures. Such
indebtedness was represented by promissory notes executed by Mr. Pedersen, which
were payable upon demand and would bear interest at a rate of 8.0%. The largest
aggregate amount outstanding since January 1, 1998, was $183,122. As of the date
of this report, all loans have been paid in full and there are no outstanding
amounts remaining unpaid.
REPURCHASES OF STOCK
In January 2000, our predecessor corporation purchased 6,582 shares of
its Class B common stock from Mr. John A. Moore, Jr., our Executive Vice
President, Chief Financial Officer, Treasurer and Director, for an aggregate
purchase price of $566,082, or $86.00 per share. In February 2000, our
predecessor corporation purchased 1,000 shares of its Class B common stock from
Mr. Michael Golden, one of our directors, for an aggregate purchase price of
$86,060, or $86.06 per share, and in December 2000 it purchased an additional
1,000 shares of its Class B common stock from Mr. Golden for an aggregate
purchase price of $123,240, or $123.24 per share. The price per share for the
January and February 2000 repurchases was calculated by dividing a valuation of
the
54
company as of December 31, 1998 by the total number of shares of all classes of
common stock outstanding on that date. The price per share for the December 2000
repurchase was calculated by dividing a valuation of the company as of December
30, 1999 by the total number of shares of all classes of common stock
outstanding on that date. The same independent third party valuation firm
performed each of the respective valuations.
LEGAL SERVICES
Mr. Stephen Porter, one of our directors, is a partner in the law firm
of Arnold & Porter, Washington, D.C., which has performed legal services for us
from time to time and is expected to do so in the future. The amount of fees we
paid to Mr. Porter's law firm did not exceed five percent of that firm's gross
revenues in each of its last three full fiscal years.
Mr. Michael Golden, one of our directors, is a partner in the law firm
of Golden & Nelson PLLC, Washington, D.C., which has performed legal services
for us from time to time and is expected to do so in the future. The amount of
fees we paid to Mr. Golden's law firm during 2001 totaled $52,478. The amount of
fees we paid to Mr. Golden's law firm for services rendered totaled $57,675 in
2000 and $72,780 in 1999.
OWNERSHIP OF SUBSIDIARY STOCK
From time to time we have allowed certain of our officers or officers
of our subsidiaries to purchase minority interests of common stock in our
subsidiaries. These purchases have been pursuant to stock purchase and
restriction agreements that generally restrict the transferability of the
shares, including granting the subsidiary a right of first refusal with respect
to any proposed sale of the common stock by the stockholder and granting the
subsidiary a right to call the stock in the event of death, permanent disability
or termination of the stockholder's employment by us or the subsidiary.
EMPLOYEE RELATIONSHIPS
Ms. Christine Lancaster, an employee of ours, is one of Mr. Pedersen's
daughters. Ms. Lancaster's compensation for her work on our corporate matters
totaled $122,512 in 2001, $123,082 in 2000 and $118,032 in 1999. From time to
time, we have employed Mr. Pedersen's other two daughters on a part-time or
temporary basis. The amount paid to each of them as compensation has not
exceeded $60,000 in any of the last three full fiscal years.
BUSINESS LOAN AND SECURITY AGREEMENT
Mr. Walter R. Fatzinger, Jr., one of our director nominees, is
President and Chief Executive Officer of ASB Capital Management, Inc. and is an
executive vice president of Chevy Chase Bank, F.S.B., the parent of ASB Capital
Management and one of the four financial institutions that is a party to the
Business Loan and Security Agreement that we executed on December 17, 2001. As
of February 28, 2002, the indebtedness outstanding under this Agreement was $25
million, and the portion of this amount attributable to Chevy Chase Bank was
$4.5 million.
ITEM 14. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The rules promulgated under Section 16(a) of the Securities Exchange
Act of 1934, as amended, require the Company's Officers and Directors, and
persons who own more than 10 percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission and The Nasdaq National Market and to
furnish the Company with copies. Since we did not file our initial public
offering until February 7, 2002, none of the Company's Officers and Directors,
and persons who own more than 10 percent of a registered class of the Company's
equity securities were required to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and The Nasdaq National
Market during the fiscal year ended December 31, 2000.
PART IV
55
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Form 10-K:
1. Financial Statements. The following financial statements
of ManTech International Corporation are filed as a part of
this Form 10-K on the pages indicated:
Page
----
Report of Independent Accountants.........................................
Balance Sheets as of December 31, 2000 and 2001...........................
Statements of Operations for each of the years
ended December 31, 1999, 2000 and 2001.................................
Statements of Changes in Stockholders' Equity (Deficit) for each of
the years ended December 31,1999, 2000 and 2001........................
Statements of Cash Flows for each of the years
ended December 31, 1999, 2000 and 2001.................................
Notes to Financial Statements.............................................
2. Financial Statement Schedule. The following financial
statement schedule of ManTech International Corporation is
filed as a part of this Form 10-K on the pages indicated:
Report of Independent Accountants on Financial Statement
Schedule (Filed with Exhibits) Schedule II - Valuation and
Qualifying Accounts (Filed with Exhibits)
3. Exhibits required by Item 601 of Regulation S-K.
EXHIBIT
NO. DESCRIPTION
- -------- --------------------------------------------------------------------
2.1 Form of Plan of Merger by and between ManTech International
Corporation, a New Jersey corporation, and ManTech International
Corporation, a Delaware corporation, incorporated herein by
reference from Registrant's Registration Statement on Form S-1
(File No. 333-73946), as filed with the Commission on November
23, 2002, as amended
3.1 Second Amended and Restated Certificate of Incorporation of the
Registrant as filed with the Secretary of State of the State of
Delaware on January 30, 2002, incorporated herein by reference
from Registrant's Registration Statement on Form S-1 (File No.
333-73946), as filed with the Commission on November 23, 2002,
as amended
3.2 Amended and Restated Bylaws of the Registrant, incorporated herein
by reference from Registrant's Registration Statement on Form S-1
(File No. 333-73946), as filed with the Commission on November 23,
2002, as amended
4.1 Form of Common Stock Certificate, incorporated herein by reference
from Registrant's Registration Statement on Form S-1 (File No.
333-73946), as filed with the Commission on November 23, 2002, as
amended.
4.2 Business Loan and Security Agreement with Citizens Bank of
Pennsylvania, PNC Bank N.A., Branch Banking and Trust Company of
Virginia, and Chevy Chase Bank, F.S.B., incorporated herein by
reference from Registrant's Registration Statement on Form S-1
(File No. 333-73946), as filed with the Commission on November 23,
2002, as amended
10.1 Retention Agreement, effective as of January 1, 2002, between
John A. Moore, Jr. and ManTech International Corporation,
incorporated herein by reference from Registrant's Registration
Statement on Form S-1 (File No. 333-73946), as filed with the
Commission on November 23, 2002, as amended.
10.2 Form of Confidentiality, Non-competition and Non-solicitation
Agreement, effective as of the closing of this offering, between
specified executive officers and ManTech International
Corporation, incorporated herein by reference from Registrant's
Registration Statement on Form S-1 (File No. 333-73946), as
filed with the Commission on November 23, 2002, as amended.
10.3 Management Incentive Plan of ManTech International Corporation,
incorporated herein by reference from Registrant's Registration
Statement on Form S-1 (File No. 333-73946),
56
as filed with the Commission on November 23, 2002, as amended.
10.4 Lease of Facility at 12015 Lee Jackson Highway, Fairfax,
Virginia, incorporated herein by reference from Registrant's
Registration Statement on Form S-1 (File No. 333-73946), as filed
with the Commission on November 23, 2002, as amended.
10.5 Promissory Notes dated April 13, 2001, June 12, 1996 and June
23, 1994 by and between George J. Pedersen and ManTech
International Corporation, incorporated herein by reference from
Registrant's Registration Statement on Form S-1 (File No.
333-73946), as filed with the Commission on November 23, 2002,
as amended.
10.6 Retention Agreement, effective as of January 1, 2002, between
George J. Pedersen and ManTech International Corporation,
incorporated herein by reference from Registrant's Registration
Statement on Form S-1 (File No. 333-73946), as filed with the
Commission on November 23, 2002, as amended.
10.7 Promissory Note dated February 27, 1997, by and between George
J. Pedersen and ManTech International Corporation, incorporated
herein by reference from Registrant's Registration Statement on
Form S-1 (File No. 333-73946), as filed with the Commission on
November 23, 2002, as amended.
10.8 USA CECOM Acquisition CTR-Washington, Contract No.
DAAB07-98-A-6001, effective July 24, 1998, incorporated herein
by reference from Registrant's Registration Statement on Form
S-1 (File No. 333-73946), as filed with the Commission on
November 23, 2002, as amended.
10.9 ManTech International Corporation, Supplemental Executive
Retirement Plan for the benefit of George J. Pedersen, effective
as of April 12, 1996, incorporated herein by reference from
Registrant's Registration Statement on Form S-1 (File No.
333-73946), as filed with the Commission on November 23, 2002,
as amended.
10.10 ManTech International Corporation, Supplemental Executive
Retirement Plan for the benefit of John A. Moore, Jr., effective as
of April 12, 1996, incorporated herein by reference from
Registrant's Registration Statement on Form S-1 (File No.
333-73946), as filed with the Commission on November 23, 2002, as
amended.
10.11 Severance Arrangement, by and between ManTech International
Corporation and Bradley H. Feldmann, incorporated herein by
reference from Registrant's Registration Statement on Form S-1
(File No. 333-73946), as filed with the Commission on November
23, 2002, as amended.
10.12 Form of Term Sheet for ManTech International Corporation
Management Incentive Plan Non-Qualified Stock Option, and
Standard Terms and Conditions for Non-Qualified Stock Options,
incorporated herein by reference from Registrant's Registration
Statement on Form S-1 (File No. 333-73946), as filed with the
Commission on November 23, 2002, as amended.
10.13 Form of Term Sheet for ManTech International Corporation
Management Incentive Plan Incentive Stock Option, and Standard
Terms and Conditions for Incentive Stock Options, incorporated
herein by reference from Registrant's Registration Statement on
Form S-1 (File No. 333-73946), as filed with the Commission on
November 23, 2002, as amended.
21.1 Subsidiaries of the Registrant, incorporated herein by reference
from Registrant's Registration Statement on Form S-1 (File No.
333-73946), as filed with the Commission on November 23, 2002, as
amended.
23.1 Consent of Deloitte & Touche LLP, independent accountants.
- ------------------------
(b) Reports required to filed on Form 8-K: None.
57
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form 10-K and has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fairfax in the
Commonwealth of Virginia, on this 1st day of April, 2002.
MANTECH INTERNATIONAL CORPORATION
By: /s/ George J. Pedersen
---------------------------------------
Name: George J. Pedersen
Title: Chairman of the Board of Directors,
Chief Executive Officer and President
POWER OF ATTORNEY
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, this report has been signed by the following
persons in the capacities and on the date indicated.
Name and Signature Title Date
- --------------------------- --------------------------------------- -----------------------
/s/ George J. Pedersen
- --------------------------- Chairman of the Board of Directors, April 1, 2002
George J. Pedersen Chief Executive Officer and President
(Principal Executive Officer)
/s/ John A. Moore, Jr.
- --------------------------- Executive Vice President, Chief April 1, 2002
John A. Moore, Jr. Financial Officer, Treasurer and
Director
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Walter W. Vaughan
- --------------------------- Director April 1, 2002
Walter W. Vaughan
58
/s/ Michael D. Golden
- ----------------------- Director April 1, 2002
Michael D. Golden
/s/ Stephen W. Porter
- ------------------------ Director April 1, 2002
Stephen W. Porter
/s/ Walter R. Fatzinger, Jr.
- ------------------------ Director April 1, 2002
Walter R. Fatzinger, Jr.
/s/ Richard J. Kerr
- ------------------------- Director April 1, 2002
Richard J. Kerr
59